ITEM 1. BUSINESS.
OVERVIEW
EDGAR Online, Inc. creates and distributes financial data and public filings for equities, mutual funds, and a variety of other publicly traded assets. We utilize proprietary automated data parsing, tagging and processing systems that allow for rapid conversion of unstructured data into structured financial data sets. We believe we are considered a pioneer and leader in the use of the financial reporting standard called eXtensible Business Reporting Language (“XBRL”). Our automated processing platform and our expertise in XBRL produce both standard and custom data sets and assist companies with the creation of their own XBRL financial reports. We also create tools and web sites for easy viewing and analysis of this XBRL data. We believe we stand out in the financial information industry for our ability to provide products across the information supply chain-from financial report creation to data aggregation and analysis.
We have developed high volume distribution techniques for managing and delivering regulatory filings and we deliver our information products in the form of online end-user subscriptions, as well as through data licenses and bulk data feeds. Our subscriptions and data feeds are sold directly to end-users, or are embedded in other web sites sold and through a variety of data redistributors. We produce highly detailed data that assists in the analysis of the financial, business and ownership conditions of a company or investment vehicle. Consumers of our information products are generally financial, corporate and advisory professionals who work in institutions such as investment funds, asset management firms, insurance companies and banks, stock exchanges and government agencies, as well as accounting firms, law firms, corporations or individual investors.
INDUSTRY BACKGROUND
The industry in which we compete is highly competitive with low barriers to entry. Competitors to our data and subscriptions business include both large and small organizations such as Dow Jones, FactSet, Dun and Bradstreet, Bloomberg, ThomsonReuters, Moody’s, McGraw-Hill and other more specialized players such as Interactive Data Corporation, SNL Financial and Morningstar. The subsection of the marketplace specific to financial information offers a wide range of information products and services from broad public and private
company information to highly detailed specifics on a fund, bond or other investment vehicle. Many of the providers listed above offer multiple data offerings in addition to desktop services and solutions to manage and work with the information they provide. Competitors to our XBRL filings business include software companies such as Rivet Software, financial printers with in-house solutions and providers such as Clarity that focus on creating XBRL internally as integrated with accounting software packages.
eXtensible Business Reporting Language (XBRL)
Traditionally, financial reporting on publicly traded assets had been a labor-intensive process involving the compilation of data from a variety of sources and formats. The results were documents that had a myriad of financial tables, footnotes and large amounts of text to explain the financial health and stability of a company. XBRL was created to be the solution to complicated and non-comparable financials. It is an international standard agreed upon by members of the accounting, financial, regulatory, academic and technology professions for making financial information more standardized and machine readable. The standard is based on eXtensible Markup Language (XML) a technology standard for transmitting and consuming data across the Internet. XBRL provides substantial benefits in the preparation, analysis and communication of financial information by using tags based on standardized accounting industry definitions to describe and identify different financial line items. It also can provide the speed and uniformity that has been lacking in today’s financial reporting. It allows for the quick identification of detailed information on a business or financial asset that is otherwise difficult to extract from the financial reporting documents and provides machine-readable tagged data that allows faster and deeper analysis and better comparability across companies, industries and borders.
XBRL was first envisioned in 1997 to assist with corporate financial reporting. Today, the global adoption of the XBRL standard is being driven by the increasing demand by investors and regulators for transparency and more sophisticated analytics of financial assets like equities, mutual funds, and fixed income instruments. In 2008, the SEC announced a mandatory program relating to XBRL whereby registrants will furnish XBRL data in an exhibit to specified EDGAR filings. More specifically, commencing in 2009, certain companies became required to file tagged disclosures, including the companies’ primary financial statements, footnotes, financial statement schedules and certain company identifier information, in an XBRL format and over the next three years, all public companies will become subject to these requirements. In addition to furnishing XBRL tagged documents to the SEC, companies are also required to post these documents on their corporate web sites. These new disclosures will supplement, but not immediately replace or change, disclosure using the traditional electronic filing formats in ASCII or HTML. Filing companies will include domestic and foreign companies using U.S. GAAP and, eventually, foreign private issuers using International Financial Reporting Standards as issued by the International Accounting Standards Board.
The SEC required companies to comply with the mandate according to the following three year phase-in schedule. In year one, the rules applied only to domestic and foreign large accelerated filers that use U.S. GAAP and had a worldwide public float above $5 billion. These filers were required to file quarterly reports on Form 10-Q or annual reports on Form 20-F or Form 40-F containing financial statements beginning with the first fiscal period ended on or after June 15, 2009. In year two, all other domestic and foreign large accelerated filers using U.S. GAAP are subject to XBRL data reporting. These filers are required to file quarterly reports on Form 10-Q or annual reports on Form 20-F or Form 40-F containing financial statements beginning with the first fiscal period ending on or after June 15, 2010. In year three, all remaining filers using U.S. GAAP, including smaller reporting companies, and all foreign private issuers that prepare their financial statements in accordance with IFRS as issued by the IASB would be subject to the same XBRL data reporting requirements. These filers are required to file quarterly reports on Form 10-Q or annual reports on Form 20-F or Form 40-F containing financial statements beginning with the first fiscal period ending on or after June 15, 2011.
XBRL is a royalty-free and open global standard. It was developed by XBRL International Inc., a not-for-profit consortium of leading companies involved in providing or using business information. EDGAR Online is a founding member of the XBRL consortium and is one of the organizations that continue to hold
leadership roles in developing and refining the standard. Members of the XBRL consortium include financial services and information providers, software and other technology providers and accounting and trade organizations. Our leadership position in this effort has enabled us to develop critical XBRL enabled products and services and maintain strong growth in the XBRL related areas of our business. In 2008, EDGAR Online and R.R. Donnelley & Sons launched www.TryXBRL.com, the first public web site where companies can go to see their own financials tagged in XBRL.
The EDGAR System
EDGAR, the acronym for Electronic Data Gathering Analysis and Retrieval, is the SEC’s electronic filing system. Public entities use this system to submit statements, reports and forms required by the SEC. The SEC established the EDGAR system to perform automated collection and acceptance of submissions and to make them available to the public. The SEC has announced plans to replace the EDGAR system with a new XBRL enabled platform and tools but the timeframe for this shift is yet to be announced. EDGAR Online licenses its name from the SEC and was the first company to publish real-time SEC filings directly onto the Internet for consumption by individual investors.
To power our subscription and data products, EDGAR Online subscribes to a feed of real-time SEC regulatory filings from the SEC’s dissemination agent, Keane, Inc. The data sets we extract from the raw EDGAR filings are processed independently by our proprietary software, stored in databases, posted to our web sites and distributed in multiple formats via our production servers to clients and third parties with whom we have distribution contracts. Additionally, all company primary financial statements are processed and tagged in XBRL within hours of their submission and available to clients in this same time frame. We maintain a historical relational database of EDGAR submissions back to 1993 that supports complex search and retrieval mechanisms to access these filings and the data we have parsed and stored from both the SEC and that which we have integrated from other sources. Our proprietary document processing systems create multiple representations of the original SEC documents, including XBRL, HTML, RTF, PDF and Excel. These value-added versions of the original document are a vital part of serving our customers’ needs to efficiently view, print and analyze the content reported in the SEC filings and also allow us to always provide a direct link back to the original filing for line item verification.
Recent Financing Activities
On January 28, 2010, the Company issued 120,000 shares of Series B Convertible Preferred Stock, at $100 per share, to Bain Capital Ventures, in exchange for $12,000,000. The net proceeds to the Company, after investment banking fees, legal and other closing costs, were approximately $11.2 million. The Series B Preferred Stock will accrue equity dividends at a rate of 11.44% per year for the next five years. Thereafter, no further dividends will accrue. The dividends will be cumulative, whether or not declared, and will compound annually. The Series B Preferred Stock is convertible into the common stock of the Company at a price of $1.10 per share of common stock. The Series B Preferred Stock may be converted at any time, except that the Series B Preferred Stockholders may not convert their shares into common stock if such conversion then represents in excess of 19.9% of the company’s voting stock without shareholder approval. The Company intends to use the funds received in this capital raise to pay off its debt, and ramp up its investments in personnel, infrastructure, software and hardware.
PRODUCTS AND SERVICES
Subscriptions
We offer the following end-user subscription services across the Internet:
I-Metrix and I-Metrix Professional.
The I-Metrix products (www.imetrix.edgar-online.com) are our premium end-user subscription service. I-Metrix delivers a web only service while I-Metrix Professional allows a user to do in-depth analysis via the web
and a Microsoft Excel add-in. Both products are built on our extensive XBRL fundamental database, including historical and current information for over 12,000 companies. This product family delivers fundamental data such as income statements, balance sheets and statements of cash flow, as well as earnings estimates, standard financial ratios, insider transactions and institutional ownership. It provides fully customizable tools and models that allow users to search, screen and evaluate the data according to their own criteria.
EDGAR Pro and EDGAR Access.
EDGAR Pro (www.pro.edgar-online.com) offers financial data, stock ownership, public offering data sets and advanced search tools. EDGAR Pro is available via multi-seat and enterprise-wide contracts, and may also include add-on services such as global annual reports and conference call transcripts. Sales leads are primarily provided from the traffic to our subscription web sites from Yahoo! Finance and NASDAQ.com, and from the migration of users from EDGAR Access.
EDGAR Access (www.access.edgar-online.com), our retail product, has fewer features than EDGAR Pro and is available via single-seat, credit card purchase only.
Each month our products and partners generate tens of millions of advertising impressions. Subscriptions also include ancillary advertising and e-commerce revenues from a subset of these impressions. We do this through the sale of advertising banners, sponsorships and through e-commerce activities such as marketing third party services to the users of our web sites.
Our subscription services are generally sold as one year contracts. We recognize subscription revenue ratably over the life of the contract. Advertising and e-commerce revenue is recognized as the services are provided.
Data and Solutions
EDGAR Online produces a specialized line of data feeds, products and solutions based on content sets that we have extracted from SEC filings and data that we receive from stock exchanges, regulators and other financial data providers. We create standard data products and customized data solutions for specific customers by leveraging our proprietary data processing platforms and analytical tools.
Our data products include, but are not limited to, full access to SEC filings in multiple formats, standardized and as-reported fundamental financial data, annual and quarterly financial statements, insider trades, institutional holdings, initial and secondary public offerings, Form 8-K disclosures, electronic prospectuses and other investment instrument disclosure information. Each of these independent content sets represents a set of discrete facts that can be delivered in various ways based on customer needs. Our data solutions include the customization of our data products, the conversion of data from unstructured content into multiple formats including XML, XBRL and PDF, the storage and delivery of data and custom feeds and tools to access the information. We use a network of custom data parsers, integrity checks and auditing tools to ensure a premium level of data quality and completeness. For many of our data products we provide linkage from each individual data element back to its source document. As a result, we believe that our data quality, detail and verifiability is among the best in the industry.
Both our data products and solutions consist of digital data feeds transmitted through hosted web pages and multiple application programming interfaces, including file transfer protocol (FTP), web services, data files, RSS feeds, and customized request response mechanisms. This allows our customers to seamlessly replicate a feature or functionality of our service inside that customer’s intranet, extranet and other proprietary products or applications. For instance, customers such as ThomsonReuters, LexisNexis and NASDAQ use this mechanism to enhance the functionality of their own products and services.
Our data products are generally licensed on a one year basis and we recognize the related revenue ratably over the life of the contract. Our data solutions sometimes involve some upfront customization fees along with more traditional annual data licensing arrangements for the ongoing delivery of the data solution. In addition, some of our data solutions are billed on a time and materials basis, per service level agreements or for delivery of data. We review each contract in connection with the respective governing accounting literature to determine revenue recognition on a case-by-case basis. Revenue from time and materials based agreements and data delivery is recognized as the data and services are provided.
XBRL Filings
One of our data solutions provides partners and customers with a mechanism for converting financial statements into XBRL for filing with the SEC and potentially other regulators. R.R. Donnelley & Sons is one of our partners in this channel, whereby we provide services to their customer base for compliance with upcoming SEC regulations mandating the submission of XBRL tagged company reports. As of December 30, 2009, our relationship with R.R. Donnelley & Sons became non-exclusive for both parties. We are now exploring other potential XBRL partnerships and distribution agreements. Our XBRL filing solution, used by R. R. Donnelley & Sons and to potentially other partners, leverages our data processing engine and proprietary business rules that we developed for tagging US GAAP financials with the appropriate XBRL tags. Our process combines our XBRL knowledge and expertise with data-tagging automation and workflow. We recognize revenue from fixed fees on a ratable basis as well as per-filing fees as the services are provided. We are currently the top provider of XBRL translation services in the US marketplace and we expect this market to become more competitive over time as more entrants bring XBRL filings services and software to market.
GROWTH STRATEGY
Our growth strategy is designed to capitalize on our brand recognition, our position as a next generation provider of information to the financial and business community, our expertise in XBRL and our powerful data solutions platform.
Expand Existing Alliances and Develop New Strategic Partnerships
We will seek to leverage our position as a leading source of business and financial information, and our XBRL expertise, by broadening our existing channels and creating new strategic relationships that help us expand and redistribute all of our products. We believe that creating additional strategic relationships will allow us to reach a more diverse customer base, leverage our data platform beyond its current internal use, strengthen our brand awareness and ensure that we remain dominant in our current and future markets. We have focused specifically on larger redistribution relationships with other data aggregators and high volume web sites that leverage the type of data products and subscription tools that we create.
We have enhanced our strategic relationships with a number of industry leaders including R.R. Donnelley & Sons, Microsoft, CNW Group, ThomsonReuters, Lexis Nexis and others. Given the change in our contract status with R.R. Donnelley we will be focusing on new partnerships in the global XBRL filing space and those that leverage our XBRL data processing capabilities.
Increase Sales to New and Existing Customers
Our direct sales and marketing organizations are focused on expanding our total customer base-by directly selling all of our data feeds, data solutions, and analysis tools with particular emphasis on I-Metrix products and data solutions. The sales and marketing group is also focused on expanding relationships with redistributors of data including web sites and other companies that can use our data, solutions and tools in the end-user products that they build and market directly to customers. Our ongoing marketing activities involve both corporate and brand marketing as well as lead generation for our direct sales efforts and programs to increase the traffic to our
web pages for online sales of our end-user subscription products. Our lead generation programs focus on the creation of highly qualified leads for our premium services and solutions to fill the sales pipeline on a quarterly basis.
Develop New Products and Services
As sales of our SEC filings and U.S. equities data products have grown, we have received feedback from customers and partners that indicates additional growth opportunities in other publicly traded asset classes. We expect to leverage the platform we use to create and distribute SEC filings and equities data and increase our processing capacity to expand our product set into these other global asset classes. We hope to achieve differentiation in these markets by delivering the same quality, speed, detail, verifiability and open accounting methodologies as our SEC filings and equities data products. We believe we can also expand the business models and products that we build on top of our SEC filings and equities data by effectively partnering and innovating around the depth of information that we provide. In 2009, we continued the execution of our growth strategy by working with customers and partners to extend our lead in XBRL enabled tools and services including the launch of an XBRL viewer to allow the display of XBRL tagged information on corporate websites in a human-readable format.
Pursue Strategic Acquisitions
From time to time, we have considered and expect to continue to consider acquisition opportunities if we feel they have strategic and shareholder value. The types of acquisitions that we would consider as strategic include those that add value to our data platform, our base of software intellectual property or our subscriber community.
SALES AND MARKETING
We believe that our primary target markets, financial services, data integrators, corporations and advisory firms, will continue to represent an important source of revenue growth.
We promote our products and services through our direct sales organization, web sites, marketing alliances, direct marketing and events. Through these efforts, we focus on I-Metrix, enterprise contracts for EDGAR Pro, data products and custom solutions via the direct sales force. We drive new potential EDGAR Pro and EDGAR Access customers to subscribe to our services online. Additionally, we up-sell higher value services to our existing subscribers, whenever possible. Our direct sales efforts are focused on decision makers and end-users in our primary target markets. Our marketing programs are focused on lead generation and qualification programs, promotional and educational materials including white papers, product information, product tours and flash demos and traffic driving efforts including paid and organic search and pay-per-click advertising. Lead generation is managed using lists we acquire from third parties or names that we acquire through our own online registration system with traffic coming from partners such as Yahoo! Finance and Google Finance. In exchange for allowing users access to a basic level of financial information on a company through these web sites and other marketing alliances, we drive traffic to our web site that is architected to drive users to subscribe, find critical information and contact us via phone, email or live chat.
CUSTOMERS
Our customers include financial services companies such as Bank of America, Citigroup and Morgan Stanley, stock exchanges such as NASDAQ and the New York Stock Exchange, leading information companies such as LexisNexis, Moody’s and ThomsonReuters and corporations such as Lockheed Martin, Intel and Verizon. Our customers also include service providers such as R.R. Donnelley & Sons and their competitors. In 2009, R.R. Donnelley & Sons comprised 22% of our total revenue. No other one customer accounted for more than 10% of 2009 revenue.
We have over 285 clients that license our data products and services for use in existing intranet, extranet and other product applications. We also have over 9,800 individual users of I-Metrix Professional, EDGAR Pro and
EDGAR Access. These subscribers represent a wide array of users in the financial services, accounting, legal, corporate and other markets. We have provided XBRL translations for over 175 of the top tier companies mandated to file in XBRL.
COMPETITION
We are a provider of financial and business information via subscriptions as well as data licenses and solutions. As such, we compete with businesses that provide similar information and have greater resources and market penetration than we do. These other organizations have spent millions of dollars in sales, marketing and technology to establish strong, competitive position that occupy end-users’ desktops and provide highly functional analysis tools. While we seek to work with these organizations, it is possible that they may use their resources to attempt to replicate the competitive advantages that we believe we have.
We believe that competition to provide business information, tools and solutions to the customer base we described above includes such companies as ThomsonReuters, Standard & Poor’s and FactSet. Competition for information focused on financial data includes S&P’s Capital IQ, Dun & Bradstreet, SNL and other smaller niche players. Other competitors include companies such as Morningstar, and free portals such as MSN Money and Yahoo! Finance, which are more focused on serving individual investors.
In the XBRL filings space, there are many emerging competitors including Rivet Software, ThomsonReuters, Fujitsu, Bowne and others. While we believe we have unique technology with an early lead in some key areas, there is always the potential that our technology and processes could be matched or surpassed. Competition is quickly growing and we expect the market opportunity of this expanding industry to continue to attract new players. We hope to continue to invest in our employees, software and hardware and innovate our existing products and resources in order to remain competitive.
Many of our competitors have longer operating histories, larger, more established customer bases, greater brand recognition and significantly greater resources, particularly financial resources. As a result, they may develop products and services comparable or superior in terms of price and performance features to those developed by us or adapt more quickly than we can to new or emerging technologies and changes in customer requirements. We believe that we have a first-mover advantage around XBRL and our platform, pricing, content and flexibility helps us remain highly competitive among the giants in the financial and business information market.
We believe that the principal competitive factors in our market include the following:
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Speed of delivery;
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Accuracy and verifiability;
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Detail and granularity;
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Cost efficiency;
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Scope of service;
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Quality of service;
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Convenience;
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Customer service;
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Value-added analysis;
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Reliability of service; and
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Availability of enhanced services.
We believe our competitive strengths include the following:
Proprietary Platform. EDGAR Online’s data processing, distribution and storage platform delivers accurate, verifiable, timely and reliable information. It allows us to process data more efficiently than current manual or people intensive offshore models and when combined with our deep XBRL expertise, gives us a powerful
platform upon which to grow the XBRL filings business. The same platform that we use to produce our data products and XBRL filings can be used to add value to other companies, exchanges, agencies and financial institutions that need to produce proprietary data offerings.
Timeliness. Our data products are created in real-time or near real-time. As a result, our clients benefit from access to company information as it is submitted to the SEC. Subscribers to our services also receive real-time alerts based on various criteria of importance to them. Similarly, our digital data feeds make available EDGAR documents and parsed data moments after they have been filed. We are able to generate highly detailed fundamental data from a company’s filing within as little as 15 minutes or a maximum of six trading hours. Immediate access to new information is imperative for those in the financial services market requiring real-time data for competitive decision-making.
Ease of use. Our user interfaces are built to work within our client’s existing workflows. For example, I-Metrix enables clients to utilize Microsoft Excel and web-based systems to analyze financial statement data extracted from SEC filings for screening and analysis. Further, our subscription services are delivered via a standard web browser in a friendly, easy to use graphical user interface. We have worked to ensure that the data our users need to perform their jobs is typically no more than two clicks away. These efforts ensure that subscribers can begin using our services immediately, without any special training.
Versatility and flexibility. We can provide our customers with a web-delivered subscription service that allows for immediate purchase, immediate use and easy access. Through our I-Metrix products, we offer an end-user solution, a web service to deliver XML or XBRL data in bulk, and a service to convert company data into standardized XBRL format. Our data feeds allow a high degree of customization for clients that want all or part of the offered databases and functionality built into their existing applications. We also will create customized databases, data solutions, tools, extracts and delivery mechanisms for clients with special needs.
INTELLECTUAL PROPERTY
On March 10, 2009, we renewed our EDGAR ® trademark license agreement with the SEC. This agreement grants us a non-exclusive, non-assignable, royalty-free license to use the EDGAR ® trademark as part of our name, other EDGAR-formative marks in connection with our products and services and as part of our ticker symbol. The agreement renews our original license agreement for an additional ten-year term. The license may be renewed upon mutual consent of the Company and the SEC. We also have over 476 unique registered domain names, including those representing our products, I-Metrix, EDGAR Pro and EDGAR Access. We have received registration for our I-Metrix, EDGAR Online, EDGAR Pro, EDGAR Access, FREE EDGAR, EDGAR Explorer, EDGAR Analyst, AFO and EDGAR News trademarks from the U.S. Patent and Trademark Office.
Our success depends significantly upon our proprietary technology. We currently rely on a combination of copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our proprietary rights. Our employees execute confidentiality and non-use agreements which provide that any rights they may have in copyrightable works or patentable technologies belong to us. In addition, before entering into discussions with third parties regarding our proprietary technologies, we typically require that they enter into a confidentiality agreement with us. If these discussions result in a license or other business relationship, we typically also require that the agreement setting forth the parties’ respective rights and obligations include provisions for the protection of our intellectual property rights.
TECHNOLOGY
We develop and maintain our technology in-house and have created new distinct databases from EDGAR data such as XBRL fundamental data sets, initial public offering data, normalized financial data, ownership data and secondary public offering data. In addition, we can incorporate existing technologies and solutions driven by domestic and international data feeds, validation systems, charting applications, quoting applications, and various maintenance tools that ensure our commitment to data quality.
Our proprietary technology has a framework which allows us to integrate solutions that were developed by us or by third-party vendors. We enter into business partnerships where we deliver our data and technology embedded in other companies’ applications with little to no reference to EDGAR Online. Some of our proprietary solutions include our repository of financial information, mutual fund e-prospectuses, web-based customer interfaces, section extraction, form-type specific data extraction systems, XBRL and XML delivery systems, permissioning systems, alerting systems and our customer support and tracking system. Software solutions obtained commercially include the Microsoft Business Solutions-Great Plains Accounting System, Salesforce.com, the Autonomy Search Engine and the NetOwl Extractor.
Over the last several years, we have matured a variety of proprietary software tools that perform the complex data mining functions necessary to deliver our services on a real-time and cost-effective basis to our customers. This software can be applied to a wide variety of data types, and asset classes. In addition, our status as a Microsoft Certified Partner has allowed us to leverage newer technologies that support even more flexibility, cost effectiveness, and complexity-providing us with additional advantages in the market in speed, accuracy and delivery.
INFRASTRUCTURE AND OPERATIONS
Although third party development organizations are sometimes used to meet some aggressive development timelines, our employees now perform the majority of our software development, as well as manage our content delivery processes. We own all the application level systems that serve our content delivery. The largest portion of our development team is located in our Rockville, Maryland office. In addition, the delivery solutions developed and maintained for some of our largest corporate customers are hosted primarily in our data center in Rockville. The Rockville data center is also the primary facility that provides services used to deliver and support all of our products, data feeds and other content delivery mechanisms.
Availability, scalability and security have been and always will be a core focus of our support staff and executives. All of our critical systems, including our accounting system, user information databases, repository of EDGAR filings, and all of our real-time updated data sets are backed up on at least a daily basis and then stored offsite. Additionally, we make use of various applications and techniques to ensure the availability of our applications and data throughout the day using procedures like application or data replication, clustering, load balancing, and extensive application monitoring.
Our systems are maintained on a 24 hour-a-day, 7 day-a-week basis by our own technicians. Our services are available to users 24 hours a day, 7 days a week. Customer service is available weekdays 9:00 a.m. to 5:00 p.m. (ET). Customer and support inquiries have the availability of our web sites, e-mail and telephone options for assistance.
EMPLOYEES
As of March 10, 2010, we employed 89 people. None of our employees is a member of a union. We believe that we have good relations with our employees.
CORPORATE HISTORY
We are a Delaware corporation formed in November 1995 under the name Cybernet Data Systems, Inc. In January 1999, we changed our name to EDGAR Online, Inc. We went public in May 1999. In September 1999, we acquired all of the outstanding equity of Partes Corporation, owner of the Freeedgar.com web site (“FreeEDGAR”), and in October 2000, we acquired all the outstanding equity of Financial Insight Systems, Inc. (“FIS”). Our executive offices are located at 50 Washington Street, Norwalk, Connecticut 06854 and our telephone number is (203) 852-5666.
AVAILABLE INFORMATION
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available, free of charge, on our web site at www.edgar-online.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information posted on our web site is not incorporated into this Annual Report on Form 10-K.
The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
In addition, we have made available on our web site under the heading “Investor Relations” our Code of Ethics and Code of Conduct. We intend to make available on our web site any future amendments or waivers to our Code of Ethics and Code of Conduct within four business days after any such amendments or waivers.
ITEM 1A.
ITEM 1A. RISK FACTORS.
Forward-Looking and Cautionary Statements
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 and/or financial condition. We, therefore, have included the following discussion of certain factors which could affect our future performance and/or financial condition. These factors could cause our future performance or financial condition to differ materially from its prior performance or financial condition or from management’s expectations or estimates of our future performance or financial condition. These factors, among others, should be considered in assessing our future prospects and prior to making an investment decision with respect to our stock.
We have a history of losses and we expect to incur losses for the foreseeable future. If we are unable to achieve profitability, our business will suffer and our stock price is likely to decline.
We have never operated at a profit and we anticipate incurring a loss in 2010, and may incur additional losses in 2011. At December 31, 2009, we had an accumulated deficit of $68.8 million. As a result, we will need to significantly increase our revenues to achieve and sustain profitability. If revenues grow more slowly than we anticipate, or if operating and development expenses exceed our expectations or cannot be adjusted accordingly, we may incur further losses in the future. We are highly likely to incur additional costs as we expand our product offerings and increase our intellectual property portfolio which reduces our chances of attaining profitability. We cannot assure you that we will be able to achieve or sustain profitability.
If we fail to increase revenues, we will not achieve or maintain profitability.
Even though our revenues have increased from $14.2 million in 2005 to $19.2 million in 2009, to achieve profitability, we will need to continue 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.
Our current financing relationship could be terminated and we may not be able to obtain additional financing.
On April 5, 2007, we entered into a financing agreement (“Financing Agreement”) with Rosenthal & Rosenthal, Inc. (“Rosenthal”) to provide us with additional working capital. Under the Financing Agreement,
Rosenthal made a term loan in the principal amount of $2.5 million to us and has additionally agreed to provide to us up to an additional $2.5 million under a revolving line of credit. This revolving credit facility is subject to Rosenthal’s discretion and the maintenance of certain collateral ratios and financial covenants by us. The Financing Agreement was amended effective September 30, 2007, December 31, 2007 and December 31, 2008 to adjust these covenants. Interest on outstanding borrowings under the Financing Agreement is payable at variable rates of interest equal to 2.5% in the case of the term loan and 2% on borrowings under the revolving credit facility over the published JPMorgan Chase prime rate (with a minimum prime rate of 6%). Our obligations under the term loan are evidenced by a secured term note and all of our obligations to Rosenthal are secured by a first priority security interest in substantially all of our assets. We currently anticipate that our available cash resources, including the term loan, combined with cash generated from operations will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least the next 12 months. Although we borrowed $2.5 million under this agreement, we may need to draw down on the $2.5 million revolving line of credit or raise additional funds to fund potential acquisitions, more rapid expansion and to develop new or enhance existing services or to respond to competitive pressures. We cannot assure you that this additional financing will satisfy our operating requirements or that additional financing will be available on terms favorable to us, or at all. In addition, there is no guarantee that Rosenthal will agree to amend the Financing Agreement or that the Company will not be in violation of the financial covenants in the future. If adequate funds are not available or are not available on acceptable terms, our ability to fund our expansion, take advantage of unanticipated opportunities, develop or enhance services or products or otherwise respond to competitive pressures would be significantly limited. Our business, results of operations and financial condition could be materially adversely affected by these financing limitations.
Our business has been adversely affected by the global market crisis and economic recession.
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, such as the downturns that have occurred in 2008 and continued through 2009. Many of our customers, particularly financial services companies, have been particularly affected by the economic conditions. Decreases in the expenditures that corporations and individuals are willing to make to purchase the types of information we provide has resulted in slower growth of new customers and an increase in the cancellation of existing customers. In addition, we are experiencing a slowing in our cash collections due to the downturn in the financial services industry and the economy in general. Any further downturn in the market or in general economic conditions could adversely affect our business, operating results and cash flows.
NASDAQ accounts for a significant portion of our total revenues but we expect this percentage to decline in the future.
A significant portion of our total revenues over the last three fiscal years has been attributable to the numerous work orders that we have performed under our agreements with NASDAQ. Sales to NASDAQ accounted for 8%, 10% and 6% of our total revenue during the years ended December 31, 2007, 2008 and 2009, respectively. However, we expect revenue from NASDAQ in 2010 to decline compared to prior years. We will need to expand our business relationship into new product areas in order to maintain our current level of business with NASDAQ. The complete loss of a significant customer such as NASDAQ or the loss of a substantial portion of the business would have a material adverse effect on our revenues.
In 2009, we derived a significant portion of our total revenue from our partnership with R.R. Donnelley & Sons. We cannot guarantee the continuance of this revenue stream or, if it does continue, that it will remain as significant.
Sales to R.R. Donnelley & Sons accounted for 22% of our total revenue for the year ended December 31, 2009 due to our partnership in which we jointly offer public companies a compliance solution for financial reporting in XBRL. Although our agreement with R.R. Donnelley & Sons is for an initial term of three years, if we and R.R. Donnelley & Sons cannot agree on annual and other fees each year, the services agreement may not
continue as we originally anticipated. The second year of the services agreement began on October 1, 2009 and fees for the second year of the agreement were amended as of December 30, 2009. Fees for the third year of the agreement shall be agreed to prior to October 1, 2010. When we negotiate year three fees, we cannot assure you that we will agree on new pricing or other terms that will be attractive us.
On December 30, 2009, we amended our service agreement to make the relationship between us and R.R. Donnelley & Sons non-exclusive for both parties. As such, we cannot guarantee that R.R. Donnelley & Sons will continue to provide us with all of their XBRL clients, or will not chose another outside organization to translate its XBRL filings. In addition, because R.R. Donnelley & Sons recently announced an intention to purchase Bowne & Co., Inc., a provider of shareholder and marketing communications services, and Bowne & Co., Inc. has an in-house XBRL solution, we cannot assure you that R.R. Donnelley & Sons will continue to use any external XBRL provider.
In addition, our costs relating to our joint XBRL compliance solution, including personnel and other resources dedicated to XBRL conversion, may make the R.R.Donnelley & Sons partnership not as profitable as we expected. Also any variance or uncertainty in R.R. Donnelley & Sons’ position as one of the market leaders in the printing industry could compromise our position in the compliance market. The loss or decrease in business of the significant relationship we have with R.R. Donnelley & Sons, a decline in the success of R.R. Donnelley & Sons as an industry leader, or if the partnership is not as long or lucrative as we expected could have a material adverse effect on our financial results.
If we cannot generate new customers or XBRL strategic partnerships, we may not achieve profitability.
Because our relationship with R. R. Donnelley & Sons is no longer exclusive, we are actively seeking other potential XBRL partnerships and distribution agreements. We cannot assure you that we will be able to successfully enter into such agreements and, if we do, maintain those relationships in a successful or, profitable manner. To increase our revenues and achieve profitability, we must increase our customer base significantly. We expect to generate leads for new XBRL clients, and gain more XBRL exposure, through our service agreement with R.R. Donnelley & Sons and other partnership agreements that we are currently pursuing. We expect to generate leads for new users to our subscription and data services from our web sites and strategic partners and through our content distribution relationships from such web sites as Yahoo! Finance, NASDAQ.com and Google Finance. These leads must be converted into work orders, subscriptions or data agreements 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. In addition, if we cannot maintain our strategic relationships with our key partners or enter into new XBRL agreements, we may not generate the business opportunities we need to achieve profitability
Some of our revenue is non-recurring. If we cannot replace these non-recurring revenue items every quarter, we may experience a decline in revenue.
As we engage in more large partnerships and data solutions work we are likely to generate revenue from customization fees and revenue from billing arrangements that are based on time and materials, service level agreements or data delivery in the initial phase of the relationship. These arrangements are often one-time events where we must do work to create or customize a data solution for a customer. These arrangements can have lower margins than our traditional revenue sources. Our strategy is to enter into these arrangements only if we can leverage some of our existing intellectual property to be efficient in the process and if we believe that we can create a relationship or product that generates additional annual licensing, subscription or advertising revenue that could exceed the upfront lower margin work. On a quarterly basis, we may generate some large non-recurring fees. Because our quarterly revenue base is still fairly small, this could create short-term variability in our quarterly revenues that may not be repeated in subsequent quarters or years. These short-term variations in revenue may be viewed negatively by the market.
Future delays or changes to the SEC mandate may impact the growth of our XBRL filings business.
Revenues generated from our XBRL filings business are based on a number of factors, including the SEC mandate. The SEC has currently mandated phased-in XBRL filing; filers with over $5 billion in market capital in 2009, large accelerated filers in 2010, and all remaining filers in 2011. Each of the groups must start tagging their primary financial statements in their first year of filing and expand their tagging to include detailed footnotes in the second year of the filing. The SEC, in its final adoption of XBRL as a regulatory standard, initially delayed the implementation of the mandate for U.S. filers from what we originally expected. If the SEC changes or delays the mandate as it now stands, our revenue opportunity could be significantly restricted. Such a restriction would have a materially negative impact on our revenues and financial results
The adoption of XBRL may potentially commoditize large parts of our business.
The XBRL mandate could commoditize some of our key revenue sources. As data comes out in native format from more companies, there is the potential that our customers may find less of a need for our XBRL dataset, analysis tools or solutions products. There will likely also be more competitors entering the market as the cost of collection is reduced. Any of these market forces could reduce our revenues, inhibit our growth, or increase our costs as we have to build or acquire additional innovations.
In connection with the XBRL conversion services that we offer, we are made aware of information regarding our clients prior to it becoming public. If we fail to keep this information confidential, our business and reputation could be significantly and adversely affected.
Part of our business involves the conversion of materials to XBRL format for filing with the SEC before the information contained in the materials is made public. As such, we are frequently in possession of confidential information and documentation regarding our clients before it is made public. Securities laws and regulations in the US and elsewhere contain penalties for misuse of material nonpublic information of the type we often possess, and violation of these laws and regulations could result in civil and criminal penalties. If we do not keep this information confidential, or misuse it in violation of the aforementioned laws and regulations, we could be subject to civil claims by our clients or other third parties or criminal investigations by appropriate authorities. We could also damage our relationships with existing clients or harm our ability to attract new clients.
International Financial Reporting Standards (IFRS) may be adopted more quickly than we had expected which could increase our costs or devalue our filings solution.
The current governing accounting standard in the U.S. is U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). Many other countries have adopted International Financial Reporting Standards (“IFRS”) as their accounting standards. The SEC is currently considering a timeline for the implementation of IFRS. A rapid adoption of IFRS for filing at the SEC for both U.S. and ADR filing companies has the potential to add costs to our business as we would have to manage multiple data sets. In addition, such an adoption could devalue our filings solution which is currently based on U.S. GAAP XBRL taxonomies. As a result, our business and prospects could be materially affected by the adoption of IFRS.
We rely on distribution agreements and any failure to obtain or maintain such distribution relationships on reasonable terms, or failure to achieve revenue targets, could impair our ability to fully execute our business plan.
We derive a portion of our business from sales of our products and services through distribution channels with strategic resellers. Depending on the distributor and the agreement, these distribution arrangements may not be exclusive and may only have a short term. Some of our distributors may not renew their distribution agreements with us. Further, some of our distributors may not achieve revenue targets outlined in our agreements. Also, in the future, existing and potential distributors may not offer distribution of our products and services to us on reasonable terms, or at all. If we fail to obtain distribution or to obtain distribution on terms that are reasonable, or such distributors fail to achieve certain revenue targets, we may not be able to fully execute
our business plan. Our distribution channel program may result in exclusive or larger distributor relationships, which may increase our dependence on a smaller number of distributors licensing a larger amount of our services. Our distributors also sell our competitors’ services, and if they favor our competitors’ services for any reason, they may fail to market our products as effectively or to devote resources necessary to provide effective sales, which would cause our results to suffer. The financial health of these distributors and our continuing relationships with them are important to our success. Some of these distributors may be unable to withstand adverse changes in business conditions. Our business could be seriously harmed if the financial condition of some of these distributors substantially weakens.
Some partnership or redistributor relationships could be terminated or underperform, leading to a significant decline in our revenue.
We negotiate numerous relationships where we sell our data, solutions, subscriptions, and advertising/ecommerce offerings through partnerships or redistributors. We also negotiate partnerships where our offerings are integrated directly into another organizations’ product or service. These arrangements are efficient for us and the partner or redistributor. As we grow sales together, we both grow in dependency on one another. As the market continues to change, it is important that we do a good job evolving our products and services to meet the needs of our customers, partners and redistributors and that our partners/redistributors do a good job in selling and evolving their products. There is a risk that our partners or redistributors find another partner that has a higher value proposition to meet their market need and that they terminate or reduce our relationship. There is a risk that our partners or redistributors do not keep their own products and services competitive and the value of the partnership underperforms. In all of these cases there is a risk that our revenue stream could be reduced because of the decisions or performance of these third parties. While we attempt to negotiate contracts that require and incent the performance of our partners, there is a risk that our revenues could experience declines because of actions of these third parties that are not in our direct control.
Some segments of the industry in which we operate are highly competitive and have low barriers to entry. Increased competition would make profitability even more difficult to achieve.
We compete with many providers of business and financial information in our subscription and data business including S&P’s Capital IQ, Dun & Bradstreet, ThomsonReuters, Standard & Poor’s, FactSet, Morningstar, Inc., MSN Money and Yahoo! Finance. We also compete with XBRL software, services and data providers such as Rivet Software, Inc., Hitachi, UB Matrix, Clarity Systems and others. Our industry, in general, 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, market penetration, 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. As an example, any of the data providers we have listed could claim to have an XBRL data set simply by putting the veneer of XBRL tags on their existing data set. This will likely cause confusion in the market place and could de-value our data set. 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. We must also respond with sales and marketing campaigns that educate customers in our benefits. The cost to modify our products, services or infrastructure and to effectively market 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 information available from the SEC on its web site. The SEC has announced plans
to replace the EDGAR system with a new XBRL enabled platform. We do not know how much functionality or data this new platform will deliver free to the marketplace or how the SEC will enhance its other free offerings available on SEC.gov. The SEC currently provides free access on its web site to raw EDGAR filings on a real-time basis. If the SEC were to make other changes to its web site such as providing value-added services comparable to those provided by us, our results of operations and financial condition could be materially and adversely affected. Additionally, if the SEC were to enhance or upgrade services available on its web site 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 material reduction in demand for our products and services and our revenues may suffer as a result.
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. We cannot assure you that we will consummate any transactions in the future. However, these transactions create risks, such as:
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difficulty assimilating the operations, technology and personnel of the combined companies;
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disrupting our ongoing business;
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problems retaining key technical and managerial personnel;
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additional operating losses and expenses of acquired businesses; and
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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 Philip D. Moyer, our Chief Executive Officer and President, Stefan Chopin, our Chief Technology Officer and Sue Bratone Childs, EVP Marketing and Business Development, 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 some, but not all, of 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.
Certain rights granted to the holders of our Series B Preferred Stock may make it more difficult for other stockholders to influence significant corporate decisions and may hinder a change of control.
If the Series B preferred stock accrues dividends in full over five years and is fully converted into common stock, Bain Capital Ventures will own 18,750,000 shares of our common stock. This represents 37% of total common stock outstanding at March 10, 2010 on a fully diluted basis, including options outstanding and available for grant, restricted stock, and warrants. This concentration of ownership may make it more difficult for other stockholders to influence matters requiring stockholder approval and may have the effect of delaying, preventing or deterring a change in control of our company, thereby possibly depriving our stockholders of an opportunity to receive a premium for their common stock as part of any sale or acquisition.
In addition, certain terms of our Series B Preferred Stock may make it more difficult for other stockholders to influence significant corporate decisions. For example, the holders of our Series B Preferred Stock:
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are entitled to elect two directors to our Board of Directors;
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can prevent our issuance of securities with equal or superior rights, preferences or privileges to those of the Series B Preferred Stock;
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can prevent the payment of dividends; and
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can prevent a change in control of our company.
These rights (and all other rights and privileges relating to the Series B Preferred Stock) may adversely affect the value (or perceived value) of our shares of common stock.
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 web sites and business solutions have, in the past, and may in the future, experience slower response times or complete outages 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. We do not currently have complete redundancy in our systems. However, we do have availability and recovery procedures in place. These procedures help us recover after minor or major failures but, in the event of a catastrophic event, we may not be able to fully recover in a commercially reasonable time. As we continue to expand our products, services and partnerships, we are adding additional redundancy to our environment which can add increased costs. 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 web sites could experience disruptions or interruptions in service due to the failure or delay in the transmission or receipt of this information. These types of occurrences could cause users to perceive our web sites and technology solutions as not functioning properly and cause them to use other methods 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 and our XBRL conversion formulas, 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. In addition, we are in the process of securing patents in the area of display and manipulation of XBRL. 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 relied on a combination of copyright, trade secret and trademark laws in the past; however these efforts may not adequately protect our proprietary or international property 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. In addition, our XBRL patents may not be accepted and granted by the Patent and Trademark Office. If our patents are granted, we may decide to undertake litigation to defend our position, which could be costly and possibly unsuccessful. The precautions we take may not prevent misappropriation of our proprietary rights and technology. In addition, some of 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 or our electronic document delivery 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.
We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims as a result of litigation or other proceedings.
In connection with the enforcement of our own intellectual property rights, the acquisition of third-party intellectual property rights or disputes relating to the validity or alleged infringement of third-party intellectual property rights, including patent or trade secret rights, we have been and may in the future be subject to claims,
negotiations or complex, protracted litigation. Intellectual property disputes and litigation are typically very costly and can be disruptive to our business operations by diverting the attention and energies of management and key technical personnel. Although we are not currently in intellectual property infringement litigation and disputes, we may not prevail in any future litigation and disputes. In addition, we may incur significant costs in acquiring the necessary third party intellectual property rights for use in our products and services. Third party intellectual property disputes could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from providing or licensing certain of our products, cause severe disruptions to our operations or the markets in which we compete, or require us to satisfy indemnification commitments with our customers including contractual provisions under various license arrangements. Any of these could seriously harm our business.
In addition, there are a number of patents that are pending and granted in SEC filing management, XBRL and automated data collection, including our own. To date we have not been contacted about infringement and are unaware of any infringement that we have of any of these granted or pending patents. However, as the markets for filings, XBRL and data collection continue to mature we may be subject to litigation by aggressive patent holders that may believe we infringe. This may result in costly litigation in defense of our positions.
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 and privacy 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 may be subject to liability for taxes by federal, state and foreign tax authorities.
In the normal course of business, our tax filings are subject to audit by federal, state and foreign tax authorities. A sales tax audit by New York State was settled in February 2008 and we began charging and remitting sales tax going forward. There is no guarantee that we will not be subject to additional tax audits by New York State, other states, local municipalities or the federal government. There is inherent uncertainty in the audit process. If necessary, we will record our best estimate of probable liabilities that may exist. We have no reason to believe that such audit would result in the payment of additional taxes or penalties or both that would have a material adverse effect on our results of operations or financial position, beyond amounts that are probable and estimable.
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. Privacy legislation adopted in several states may further increase this type of liability. Furthermore, we could incur additional expenses if additional regulations regarding the use of personal information were introduced or if federal or state agencies were to investigate our privacy practices.
The 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 March 10, 2010, the highest closing sales price of our common stock was $2.20 and the lowest closing sales price of our common stock was $0.82. We cannot be certain that we will be able to maintain the listing requirements on The NASDAQ Capital Market in the future. In addition, over the past years, and especially in the current economic crisis, 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 and listing status of our common stock.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2.
ITEM 2. PROPERTIES.
In May 2006, we entered into a lease for approximately 5,000 square feet of office space for our principal executive offices which are located in Norwalk, Connecticut. This lease expires in May 2011. We also lease approximately 8,200 square feet of office space at 122 East 42nd Street, New York, New York. This facility houses our sales and administrative personnel. This lease expires in August 2012. Additionally, we lease approximately 14,200 square feet of office space at 11200 Rockville Pike, Rockville, Maryland. This lease expires in August 2015. These facilities house our development and operations personnel, and our computer and communications equipment.
We believe that our physical properties are well maintained, in good operating condition and adequate for their intended purposes.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
We expect to be a party, from time to time, to certain routine legal proceedings arising in the ordinary course of our business. Although we are not currently involved in any pending or threatening legal proceedings, we cannot accurately predict the outcome of any such proceedings if they arise in the future.
ITEM 4.
ITEM 4. (REMOVED AND RESERVED)
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Price for our Common Stock
On March 10, 2010, the closing sales price of our common stock on the NASDAQ Capital Market was $1.28.
Our common stock is traded on the NASDAQ Capital Market under the symbol EDGR. Prior to August 8, 2008, our common stock was traded on the NASDAQ Global Market. The following table sets forth the high and low closing sales prices of our common stock as quoted by the NASDAQ Markets:
Holders
As of March 10, 2010, there were approximately 69 holders of record of our common stock.
Dividends
We have not declared or paid any cash dividends on our capital stock since inception. We intend to retain any future earnings to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We have sold no equity securities during the period covered by this report that were not registered under the Securities Act.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We made no repurchases of our equity securities during the fourth quarter of the fiscal year covered by this report.
Equity Compensation Plans
The following table sets forth information as of December 31, 2009 with respect to compensation plans under which our equity securities are authorized for issuance.
(1) Includes 27,500 options issued and outstanding in the 1996 Plan with a weighted average exercise price of $1.10 per share, 1,096,216 options issued and outstanding under the 1999 Plan with a weighted average exercise price of $2.21 per share, 45,000 options issued and outstanding in the 1999 Directors Plan with a weighted average exercise price of $1.59 per share, 2,444,646 shares outstanding under the 2005 Plan with a weighted average exercise price of $2.13 per share, 169,686 unvested shares of restricted stock with a weighted average exercise price of $0.00 and 100,000 warrants with a weighted average exercise price of $2.81 per share.
(2) Includes Common Stock available for issuance under the 2005 Plan.
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative 5-year total return provided shareholders on EDGAR Online, Inc.’s common stock relative to the cumulative total returns of the Russell 2000 index, and a customized peer group of two companies that includes: Factset Research Systems and Thestreet.com. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, in the peer group, and the index on 12/31/2004 and its relative performance is tracked through 12/31/2009.
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
The selected consolidated financial data set forth below should be read in conjunction with our consolidated financial statements, and the related notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in this Annual Report. The statement of operations and balance sheet data presented below for, and as of the end of, each of the years in the five-year period ended December 31, 2009 are derived from our audited consolidated financial statements. Historical results are not necessarily indicative of the results to be expected in the future.
(1) We adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“FASB ASC 718”)(previously Statement of Financial Accounting Standard No. 123(R)) effective January 1, 2006. 2006 results include stock-based compensation expense of $38 in cost of revenues and $990 in selling, general and administrative and development expenses which was not required to be recognized in prior years. 2007 results include stock-based compensation expense of $41 in cost of revenues and $1,553 in selling, general and administrative and development expenses. 2008 results include stock-based compensation expense of $49 in cost of revenues and $1,158 in selling, general and administrative and development expenses. 2009 results include stock-based compensation expense of $51 in cost of revenues and $1,288 in selling, general and administrative and development expenses.
(2) In 2007, we accrued $631 of severance costs related to the termination of the employment agreements of our Executive Vice President of Sales and Chairman of the Board, $984 related to our former CEO and
workforce reductions and $396 related to our former CFO and COO. In 2008 and 2009, we accrued $40 and $57, respectively, of severance costs related to workforce reductions.
(3) Diluted loss per share has not been presented separately, as the outstanding stock options, warrants and unvested restricted stock grants are anti-dilutive for each of the periods presented. Anti-dilutive securities outstanding numbered 3,372,514, 3,066,269, 3,343,973, 3,732,772 and 3,883,048 for the years ended December 31, 2005, 2006, 2007, 2008 and 2009, respectively.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (in thousands).
You should read the following discussions of our financial condition and results of operations in conjunction with the financial statements and the notes to those statements included elsewhere in this Annual Report. This discussion may contain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth under “Risk Factors” and elsewhere in this Annual Report.
OVERVIEW
We create and distribute financial data and public filings for equities, mutual funds, and a variety of other publicly traded assets. We produce highly detailed data that helps in the analysis of the financial, business and ownership conditions of an investment. We are considered a pioneer and leader in the rapidly emerging financial reporting standard, XBRL, and use our automated processing platform and our expertise in XBRL to produce both datasets and tools to assist organizations with the creation, management and distribution of XBRL financial reports. We launched our EDGAR Online web site and began selling our subscription services and establishing contractual relationships with business and financial information web sites to supply EDGAR content in January 1996.
We went public in May 1999. In September 1999, we acquired all of the outstanding equity of Partes Corporation, owner of the Freeedgar.com web site for $9,900. The purchase price consisted of the issuance of common stock, stock options and warrants, the assumption of liabilities and acquisition related expenses. In October 2000, we acquired all the outstanding equity of Financial Insight Systems, Inc. for approximately $28,100. The purchase price included the issuance of common stock and notes, a cash payment and acquisition related expenses.
We recognize revenue from providing the following services:
Subscriptions. Our end-user subscription services include I-Metrix and I-Metrix Professional, EDGAR Pro and EDGAR Access. I-Metrix delivers a web only service while I-Metrix Professional allows a user to do in-depth analysis of companies and industries by providing fundamental data and a suite of tools and models that allow users to search, screen and evaluate the data via the web and a Microsoft Excel add-in. EDGAR Pro offers financial data, stock ownership, public offering data sets and advanced search tools for corporate reports filed via the EDGAR system. It is available via multi-seat and enterprise-wide contracts, and may also include add-on services such as global annual reports and conference call transcripts. EDGAR Access, our retail product, has fewer features than EDGAR Pro and is available via single-seat, credit card purchase only. Subscriptions also includes 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 web sites. Revenue from subscription services is recognized ratably over the subscription period, which is typically one year. Advertising and e-commerce revenue is recognized as the services are provided.
Data and Solutions. We produce a specialized line of data feeds, products and solutions based on content sets that we have extracted from SEC filings and other data providers. Both our data products and solutions consist of digital data feeds transmitted through various formats including hosted web pages, multiple application programming interfaces, and other response mechanisms. Our data products include, but are not limited to, full access to SEC filings in multiple formats, standardized and as-reported fundamental financial data, annual and quarterly financial statements, insider trades, institutional holdings, initial and secondary public offerings, Form 8-K disclosures, electronic prospectuses and other investment instrument disclosure information. Our data solutions include the customization of our data products, the conversion of data from unstructured content into multiple formats including XML, XBRL and PDF, the storage and delivery of data and custom feeds and tools to access the information. Revenue from data licenses is recognized over the term of the contract, which are typically non-cancelable, one-year contracts with automatic renewal clauses. Our data solutions sometimes
involve some upfront customization fees along with more traditional annual data licensing arrangements for the ongoing delivery of the data solution. In addition, some of our data solutions are billed on a time and materials basis, per service level agreements or for delivery of data. We review each contract in connection with the respective governing accounting literature to determine revenue recognition on a case-by-case basis. Revenue from time and materials based agreements and data delivery is recognized as the data and services are provided. Upfront customization fees are recorded systematically over the expected customer relationship period.
XBRL Filings. One of our data solutions provides partners and customers with a mechanism for converting financial statements into XBRL for filing with the SEC and potentially other regulators. R.R. Donnelley & Sons is one of our partners in this channel, whereby we provide services to their customer base for compliance with existing and upcoming SEC regulations mandating the submission of XBRL tagged company reports. This XBRL filing solution leverages our data processing engine and proprietary business rules that we have developed for tagging US GAAP financials with the appropriate XBRL tags. Our process combines our XBRL knowledge and expertise with data-tagging automation and workflow. We recognize revenue from fixed fees on a ratable basis as well as per-filing fees as the services are provided. As of December 30, 2009, our relationship with R.R. Donnelley & Sons became non-exclusive for both parties. We are now exploring other potential XBRL partnerships and distribution agreements.
RESULTS OF OPERATIONS
The following table sets forth the percentage relationships of certain items from our Consolidated Statements of Operations as a percentage of total revenue.
COMPARISON OF THE YEARS 2007, 2008 and 2009
REVENUES
Total revenues for the year ended December 31, 2009 decreased 1% to $19,174, from $19,463 for the year ended December 31, 2008. The net decrease in revenues was primarily attributable to a $2,777, or 202%, increase in XBRL filings revenues which was offset by a $2,141, or 24%, decrease in subscriptions and a $925, or 10%, decrease in data and solutions.
Total revenues for the year ended December 31, 2008 increased 9% to $19,463, from $17,908 for the year ended December 31, 2007. The net increase in revenues was primarily attributable to a $1,338, or 17%, increase in data and solutions and a $857, or 166%, increase in XBRL filings which were partially offset by a $640, or 7%, decrease in subscriptions.
Subscriptions
The net decreases in subscription revenues for the years ended December 31, 2008 and 2009 were due to a decrease across all of our subscription products-our premium products, EDGAR Pro and I-Metrix Professional, as well as EDGAR Access, our retail service. Our subscriptions business was impacted by dramatic reductions in the financial services community in 2008 and 2009 and the current economic crisis in general. While we did add new subscribers to all of our subscription products, cancellations exceeded these new sales. Ancillary advertising and e-commerce revenues also declined in each of the years ended December 31, 2008 and 2009.
Data and Solutions
The decrease in data and solutions revenues for the year ended December 31, 2009 was due in large part to non-recurring data solutions revenue of approximately $574 in 2008. There was also a decrease in data licenses revenue for the year ended December 31, 2009 from the year ended December 31, 2008 due to several large cancellations.
The increase in data and solutions for the year ended December 31, 2008 from the year ended December 31, 2007 was due to the increase in the overall number of contracts as well as the addition of several one-time data solutions sales in 2008.
XBRL Filings
The increase in filings revenue in the year ended December 31, 2009 was related to SEC rules that require certain companies to file in XBRL beginning with the quarter ended after June 15, 2009, as well as increased exclusivity fees and XBRL conversions from companies that were not required to file with the SEC. In 2007 and 2008, we recognized revenue from upfront fees and per-filing fees as some companies began to prepare their documents in XBRL in anticipation of these rules.
COST OF REVENUES
Cost of revenues primarily consists of salaries and benefits of operations employees to produce data sets and create XBRL filings, fees paid to acquire data and the amortization of costs related to developing our I-Metrix products that were previously capitalized. In addition, in the years ended December 31, 2007 and 2008, barter advertising expense was recorded equal to the barter advertising revenue for that period. There were no barter revenues or expenses in the year ended December 31, 2009.
Total cost of revenues for the year ended December 31, 2009 increased $1,513, or 48%, to $4,653, from $3,140 for the year ended December 31, 2008. The increase in cost of revenues was primarily attributable to a $894 increase in payroll and related expenditures and $738 increase in outside XBRL related production costs which were offset by a $144 decrease in barter advertising expenses.
Total cost of revenues for the year ended December 31, 2008 increased $121, or 4%, to $3,140, from $3,019 for the year ended December 31, 2007. The increase in cost of revenues was primarily attributable to a $370 increase in payroll and related expenditures which was partially offset by a $184 decrease in commissions related to e-commerce revenues and a $66 decrease in data costs.
GROSS PROFIT
Gross profit for the year ended December 31, 2009 decreased $1,802, or 11%, to $14,521 from $16,323 for the year ended December 31, 2008. The gross profit percentage decreased to 76% for the year ended December 31, 2009 from 84% for the year ended December 31, 2008. The decreases in the gross profit and gross profit percentages were due to lower total revenues as well as the higher cost of revenues related to XBRL filings revenues which have increased as a percentage of total revenues. The gross profit percentages will continue to decrease as lower margin XBRL filings revenues increase as a percentage of total revenues.
Gross profit for the year ended December 31, 2008 increased $1,434, or 10%, to $16,323 from $14,889 for the year ended December 31, 2007. The gross profit percentage increased slightly to 84% for the year ended December 31, 2008 from 83% for the year ended December 31, 2007. The increase in the gross profit was due to increased revenue in the year ended December 31, 2008.
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 year ended December 31, 2009 decreased $1,428, or 31%, to $3,117, from $4,545 for the year ended December 31, 2008, primarily due to a $993 decrease in payroll and related expenditures, a $375 decrease in advertising and marketing expenses and a $63 decrease in travel and entertainment expenses. All of these reductions resulted from cost cutting measures implemented in 2009. Sales and marketing expenses for the year ended December 31, 2008 decreased $379, or 8%, to $4,545, from $4,924 for the year ended December 31, 2007, primarily due to a $275 decrease in payroll and related expenditures and $86 decrease in stock-based compensation expense.
Development. Development expenses for the year ended December 31, 2009 decreased $2,016, or 52%, to $1,878, from $3,894 for the year ended December 31, 2008. The decrease was primarily due to a $1,010 decrease in payroll costs and a $1,002 decrease in professional fees from external vendors. Of the decrease in payroll costs, $708 was due to an increase in payroll costs that were capitalized. The remainder of the decrease results from cost cutting measures in 2009. We expect development expenses to increase as we hire additional personnel in the future. Development expenses for the year ended December 31, 2008 increased $184, or 5%, to $3,894, from $3,710 for the year ended December 31, 2007, primarily due to a $198 increase in outside development expenses related to our I-Metrix products. Increases in payroll related expenditures were offset by the capitalization of certain of those costs.
General and Administrative. General and administrative expenses consist primarily of salaries and benefits, insurance, fees for professional services, general corporate expenses and facility expenses. General and administrative expenses for the year ended December 31, 2009 decreased $328, or 4%, to $7,849, from $8,177 for the year ended December 31, 2008. The net decrease was primarily due to a $444 decrease in payroll related expenditures and a $195 decrease in professional fees which was partially offset by a $144 increase in rent, a $100 increase in payroll and property taxes and a $94 increase in stock compensation expenses. General and administrative expenses for the year ended December 31, 2008 decreased $1,446, or 15%, to $8,177, from $9,623 for the year ended December 31, 2007. The net decrease was primarily due to a $411 decrease in payroll related expenditures and a $364 decrease in stock-based compensation expense. In addition, 2007 expenses included a one-time accrual of $620 related to the settlement of a sales tax audit.
Depreciation and Amortization. Depreciation and amortization expenses include the depreciation of property and equipment and the amortization of definite lived intangible assets. Depreciation and amortization for the year ended December 31, 2009 increased $325, or 17%, to $2,195 from $1,870 from the year ended December 31, 2008 primarily as a result of increased amortization of capitalized development costs. Depreciation and amortization for the year ended December 31, 2008 increased $117, or 7%, to $1,870 from $1,753 from the year ended December 31, 2007 primarily as a result of increased capital expenditures.
Severance Costs. In 2007, we accrued $631 of severance costs related to the termination of the employment agreements of our Executive Vice President of Sales and Chairman of the Board, $984 related to our former CEO and workforce reductions and $396 related to our former CFO and COO. As part of the employment and/or severance agreements, all options held by these executives vested immediately. As a result, non-cash compensation and additional paid-in capital were increased by $465 to recognize previously unrecognized stock compensation remaining from the original grant date valuation of the options.
SELECTED QUARTERLY REVENUE RESULTS
The following table sets forth unaudited revenue results for each of our last eight fiscal quarters. In the opinion of management, this unaudited quarterly information has been prepared on a basis consistent with our audited consolidated financial statements and includes all adjustments (consisting of normal and recurring adjustments) that management considers necessary for a fair presentation of the data. These quarterly revenue results are not necessarily indicative of future quarterly patterns or revenue results. This information should be read in conjunction with our financial statements and the related notes included elsewhere in this Annual Report.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $2,312 for the year ended December 31, 2009, an improvement from cash used in operating activities of $229 for the year ended December 31, 2008. This was primarily due to reduced operating expenses through significant cost control measures in the year ended December 31, 2009.
Net cash used in investing activities was $1,851 for the year ended December 31, 2009 compared to $1,268 for the year ended December 31, 2008. The increase for the year ended December 31, 2009 was due to a $708 increase in capitalized product development costs which was partially offset by a decrease in capital expenditures of $117.
Net cash used in financing activities was $422 for the year ended December 31, 2009 compared to $9 for the year ended December 31, 2008. The increase was due to a $313 increase in debt payments and a $100 decrease in proceeds from option exercises for the year ended December 31, 2009.
On April 5, 2007, we entered into the Financing Agreement with Rosenthal for additional working capital. Under the Financing Agreement, Rosenthal made a term loan in the principal amount of $2,500 to us and has
additionally agreed to provide up to an additional $2,500 under a revolving line of credit. Interest on outstanding borrowings under the Financing Agreement is payable at variable rates of interest over the published JPMorgan Chase prime rate (with a minimum prime rate of 6%), 2.5% on the term loan and 2% on borrowings under the revolving credit facility. Our obligations under the term loan are evidenced by a secured Term Note and are secured by a first priority security interest in substantially all of our assets. We are required to maintain certain collateral ratios and financial covenants under the agreement. On April 22, 2008, the ratios and covenants were amended effective as of December 31, 2007. On March 13, 2009, the ratios and covenants were further amended effective December 31, 2008. In addition, the maturity date was extended to March 30, 2011 and the renewal date was extended to March 31, 2011. We were in compliance with these ratios and covenants, as amended, at December 31, 2009 and we believe that we will be in compliance throughout 2010. The Financing Agreement, as amended, terminates on March 30, 2011 unless sooner terminated by either party in accordance with the terms of the Financing Agreement. In connection with the Financing Agreement, we issued a warrant to purchase 100,000 shares of our common stock at an exercise price equal to $2.81 (the market price of our common stock on the closing date of the transaction) to Rosenthal. The warrant expires on April 30, 2010. Also in connection with this transaction, we paid our financial advisor $125, which represents 3% of the gross principal amount of the term loan and 2% of the gross principal amount of the revolving credit.
At December 31, 2009, we had cash and cash equivalents on hand of $2,101. We have no off-balance sheet arrangements at December 31, 2009. We raised net proceeds of $11.2 million through the sale of preferred stock in January 2010. We may require additional capital to fund our operations and meet our longer term revenue opportunities. There can be no assurance that such additional funding 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, including variable rate debt and interest estimated at 8.5%, at December 31, 2009 were as follows:
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Actual results may vary from these estimates under different assumptions or conditions. On an on-going basis, we evaluate our estimates, including those related to the allowance for doubtful accounts, estimated useful lives of intangible assets and the determination of restructuring obligations. We base our estimates on historical experience, business practices and corporate policies, contractual provisions and various other assumptions that are believed to be reasonable under the circumstances.
We derive revenues from three primary sources: subscriptions to our web services, data licenses and solutions and XBRL filings. Revenue from subscriptions is recognized ratably over the subscription period, which is typically twelve months. Revenue from subscriptions also includes ancillary advertising and e-commerce revenue which is recognized as the services are provided. Revenue from data licenses is recognized over the term of the contract. Our data solutions sometimes involve some upfront one-time customization fees,
along with more traditional annual data licensing arrangements for the ongoing delivery of the data solution. In addition, some of our data solutions are billed on a time and materials basis, per service level agreements or for delivery of data. Upfront customization fees are recorded systematically over the expected customer relationship period. We review each contract in connection with the respective governing accounting literature to determine revenue recognition on a case-by-case basis. Revenue from time and materials based agreements and data delivery is recognized as the data and services are provided. Revenue from XBRL filings fixed fees are recognized on a ratable basis and XBRL filings per-filing fees are recognized as the services are provided. Revenue is recognized provided acceptance and delivery, if applicable, has occurred, collection of the resulting receivable is probable and no significant obligations remain. If amounts are received in advance of the services being performed, the amounts are recorded and presented as deferred revenues. Revenue is recognized net of any related state sales taxes charged and sales taxes payable are included in accrued expenses.
Several of our accounting policies involve significant judgments and uncertainties. The policies with the greatest potential effect on our results of operations and financial position include the estimated collectability of accounts receivable, the estimated useful lives and fair values of intangible assets and the estimated fair value of goodwill. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make payments and for sales allowances. If the financial conditions of our customers deteriorate or there are specific factors resulting from the specific type of product, or customer class inability to make payments, additional allowances will be required. We establish the estimated useful lives of our intangible assets based on a number of factors, which is in part based on our assessments of the technology and customer relationships acquired. If these estimates change, the estimated useful lives of our intangibles may require adjustment. We test goodwill annually and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Our evaluation is based primarily on market capitalization as we have only one reporting unit. Subsequent reviews may result in future periodic impairments that could have a material adverse effect on the results of operations in the period recognized.
We recognize compensation expense for all employee and director stock-based compensation awards based on estimated grant date fair values. We estimate the fair value using the Black-Scholes valuation model which requires us to make assumptions about the expected life of options, stock price volatility, risk-free interest rates and dividend yields. We recognize the expense on a straight-line basis over the applicable vesting period. FASB ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Upon adopting FASB ASC 718, we estimated expected forfeitures over the life of each individual award and included the impact of these expected forfeitures in stock-based compensation expense.
RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
In June 2009, FASB issued Accounting Standards Update No. 2009-01, “Generally Accepted Accounting Principles” (“ASC Topic 105”) which establishes the FASB Accounting Standards Codification (the “Codification” or “ASC”) as the official single source of authoritative U.S. generally accepted accounting principles (“GAAP”). All existing accounting standards are superseded. All other accounting guidance not included in the Codification will be considered non-authoritative. The Codification also includes all relevant Securities and Exchange Commission (“SEC”) guidance organized using the same topical structure in separate sections within the Codification. Following the Codification, the Board will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU”) which will serve to update the Codification, provide background information about the guidance and provide the basis for conclusions on the changes to the Codification.
The Codification is not intended to change GAAP, but it will change the way GAAP is organized and presented. The Codification is effective for our third quarter 2009 financial statements and the principal impact
on our financial statements is limited to disclosures as all future references to authoritative accounting literature will be referenced in accordance with the Codification.
In February 2008, the FASB issued guidance within ASC Topic 820, “Fair Value Measurements and Disclosures.” This guidance within ASC Topic 820 delayed the effective date of certain provisions of ASC Topic 820 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008. In October 2008, the FASB issued further guidance under ASC Topic 820 specifically related to financial assets within the scope of accounting pronouncements that require or permit fair value measurements in accordance with ASC Topic 820. This guidance clarifies the application of ASC Topic 820 in determining the fair values of assets or liabilities in a market that is not active. ASC Topic 820 was effective upon issuance, including prior periods for which financial statements have not been issued. The adoption of this guidance did not have a material impact on our consolidated financial statements.
In January 2008, the FASB issued guidance within ASC Topic 260, “Earnings Per Share.” ASC Topic 260 requires that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and should be included in the two-class method of computing earnings per share. ASC Topic 260 is effective for fiscal years beginning after December 15, 2008. The adoption of ASC Topic 260 did not have a material impact on our consolidated financial statements.
In May 2009, the FASB issued guidance within ASC Topic 855-10, “Subsequent Events,” updated by ASU 2010-19 relating to subsequent events. This guidance establishes principles and requirements for subsequent events. This guidance defines the period after the balance sheet date during which events or transactions that may occur would be required to be disclosed in a company’s financial statements. Public entities are required to evaluate subsequent events through the date that financial statements are issued. This guidance also provides guidelines for evaluating whether or not events or transactions occurring after the balance sheet date should be recognized in the financial statements.
In August 2009, the FASB issued ASU No. 2009-05, “Measuring Liabilities at Fair Value” (“ASU 2009-05”). ASU 2009-05 amends ASC Topic 820 and clarifies that, where a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following methods: 1) a valuation technique that uses a) the quoted price of the identical liability when traded as an asset or b) quoted prices for similar liabilities or similar liabilities when traded as assets and/or 2) a valuation technique that is consistent with the principles of ASC Topic 820. ASU 2009-05 also clarifies that, when estimating the fair value of a liability, a reporting entity is not required to adjust to include inputs relating to the existence of transfer restrictions on that liability. The adoption of ASU 2009-05 did not have a material impact on our financial statements.
Not Yet Adopted
On September 23, 2009, the FASB ratified provisions of ASC Topic 605-25 related to revenue recognition for multiple-element arrangements. ASC Topic 605-25 amends prior guidance and requires an entity to apply the relative selling price allocation method in order to estimate the selling price for all units of accounting, including delivered items, when vendor-specific objective evidence or acceptable third-party evidence does not exist. These provisions contained within ASC Topic 605-25 are effective for revenue arrangements entered into or which contain material modifications in fiscal years beginning on or after June 15, 2010, applied prospectively. Earlier application is permitted as of the beginning of an entity’s fiscal year. We are currently evaluating the potential impact that these provisions within ASC Topic 605-25 will have on our consolidated financial statements.
During October 2009, the FASB issued ASU 2009-13 which amended guidance contained within ASC Topic 605-25 related to revenue recognition for multiple-element arrangements. The amendments in this update establish a selling price hierarchy for determining the selling price of a deliverable. These amendments also will replace the term fair value in the revenue allocation guidance with selling price to clarify that the allocation of
revenue is based on entity-specific assumptions rather than assumptions of a marketplace participant. The guidance in this update will require that a vendor determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis. The amendments in this update will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. We are currently evaluating the potential impact that these provisions within ASU 2009-13 will have on our consolidated financial statements.
During January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.” ASU 2010-06 includes new disclosure requirements related to fair value measurements, including transfers in and out of Levels 1 and 2 and information about purchases, sales, issuances and settlements for Level 3 fair value measurements. This update also clarifies existing disclosure requirements relating to levels of disaggregation and disclosures of inputs and valuation techniques. The new disclosures are required in interim and annual reporting periods beginning after December 15, 2009, except the disclosures relating to Level 3 activity are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. We do not believe that these provisions within ASU 2010-06 will have a material impact on our consolidated financial statements.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Interest Rate Fluctuations
We generally invest in short-term, low risk instruments. We believe that any change in interest rates would not have a material effect on our financial statements.
We experience changes in interest expense when market interest rates change as interest on our debt is calculated as 2.5% over the published JPMorgan Chase prime rate, with a minimum prime rate of 6%. We believe that any change in interest rates would not have a material effect on our financial statements.
Currency Rate Fluctuations
Our results of operations, financial position and cash flows are not materially affected by changes in the relative values of non-U.S. currencies to the U.S. dollar. We do not use any derivative financial instruments.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements required by this Item 8 are set forth in Item 15 of this Annual Report. All information which has been omitted is either inapplicable or not required.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There were no changes in and disagreements with accountants on accounting and financial disclosure within the two most recent fiscal years or any subsequent interim period.
ITEM 9A.
ITEM 9A. (T) CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and President and our Chief Financial Officer, of effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this Annual Report. Based on this evaluation, our Chief Executive Officer and President
and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable level as of December 31, 2009, to ensure that all material information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to them as appropriate, to allow timely decisions regarding required disclosure and that all such information is recorded, processed, summarized and reported as specified in the SEC rules and forms. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and can therefore only provide reasonable, not absolute, assurance that the design will succeed in achieving its stated goals.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined in Exchange Act Rule 13a-15(f)). To evaluate the effectiveness of our internal control over financial reporting, we use the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Using the COSO Framework, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated our internal control over financial reporting and concluded that our internal control over financial reporting was effective as of December 31, 2009. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitation of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.
ITEM 9B.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Portions of the disclosure required under this Item 10 are incorporated by reference from our proxy statement for our 2010 annual meeting of stockholders, to be filed no later than April 30, 2010.
Executive Officers
Our current executive officers and directors and their respective ages as of March 10, 2009 are as follows:
Name
Age
Position
Philip D. Moyer
President, Chief Executive Officer and Director
*John C. Ferrara
Chief Financial Officer
Stefan Chopin
Chief Technology Officer
Sue Bratone Childs
Executive Vice President, Marketing and Business Development
Philip D. Moyer joined us as President in April of 2007 and has served as our CEO since July 2007. Prior to working for EDGAR Online, Mr. Moyer was in small capital, early stage private equity and venture capital with Cassini Capital and as an Entrepreneur in Residence at Safeguard Scientifics. In his role with Cassini Capital, he was a co-owner of Cassiopae, an asset backed security servicing software provider. From 1991 to 2005, Mr. Moyer was at Microsoft managing teams in sales, consulting, support, partner channels and technology. His most recent roles at Microsoft were General Manager of the Professional Services Industry (Accounting, Legal, Outsourcing, and Human Resources customers), General Manager of Global Customers, and General Manager of the East Region Enterprise Services Organization (Consulting, Support, Partners, & Technology Specialists). Prior to joining Microsoft, he was a co-founder of Orion Systems Group, a software company which was subsequently sold to Sungard. He started his career at GE Aerospace. Mr. Moyer holds a B.S in Computer Science from the University of Pittsburgh and is on the advisory Board of Safeguard Scientifics and on the Board of XBRL.US.
John C. Ferrara joined us as Chief Financial Officer in March 2008. Prior to that, Mr. Ferrara served as Interim CFO and Consultant to GAMCO Investors, Inc., a publicly traded investment management company from May 2006 to December 2007. In addition, Mr. Ferrara was President of The LGL Group, Inc., a public-traded holding company, from early 2004 to December 2006 and has held Chief Financial Officer positions at Space Holding Corporation, Golden Books Family Entertainment and Renaissance Communications Corporation. Since 1999, Mr. Ferrara has served on the Boards of Directors and Audit and Compensation Committees of several public companies, including GAMCO Investors and Lynch Interactive. Mr. Ferrara is currently serving on the Board of Directors of Response Genetics, Inc. (NASDAQ:RGDX) and Voice of an Angel, Inc, a non-profit organization. Mr. Ferrara holds a B.S. in Accounting from the University of Maryland as well as an M.B.A. in Finance from Columbia University.
Stefan Chopin was a member of the Board of Directors from 1996 until February 2004, when he was appointed Chief Technology Officer. Mr. Chopin was previously the President of Pequot Group Inc., a technology development company for the financial services industry. From October 1998 to November 2001, Mr. Chopin was the Senior Vice President of Technology for iXL Enterprises, Inc., an e-business solutions provider.
Sue Bratone Childs joined us in August 2004 and was promoted to Executive Vice President in April 2007. Ms. Childs was previously Director of New Business Development at The New School University from 2001 to 2004. Prior to that, Ms. Childs held positions at Simon & Schuster, Philip Morris and Condé Nast Publications, and has worked as a consultant in the areas of strategy and business development for media and information companies. Ms. Childs is a graduate of Colby College and Columbia University Business School.
* Mr. Ferrara has resigned from his position with us effective March 31, 2010.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from our proxy statement for our 2010 annual meeting of stockholders, to be filed no later than April 30, 2010.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Incorporated by reference from our proxy statement for our 2010 annual meeting of stockholders, to be filed no later than April 30, 2010.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Incorporated by reference from our proxy statement for our 2010 annual meeting of stockholders, to be filed no later than April 30, 2010.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Incorporated by reference from our proxy statement for our 2010 annual meeting of stockholders, to be filed no later than April 30, 2010.
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
* filed herewith
** Compensatory plan or arrangement
*** Submitted electronically herewith
+ Confidential treatment has been granted as to certain portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2008 and December 31, 2009, (ii) Consolidated Statements of Operations for the years ended December 31, 2007, 2008 and 2009, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2007, 2008 and 2009, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2008 and 2009 and (v) Notes to Consolidated Financial Statements. Users of this data are advised pursuant to Rule 401 of Regulation S-T that the information contained in the XBRL documents is unaudited and these are not the official publicly filed financial statements of the Company. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions.
In accordance with Rule 402 of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
(1) Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (the “Registration Statement”), as filed with the Commission on March 30, 1999, and incorporated by reference herein.
(2) Filed as an exhibit to Amendment No. 1 to the Registration Statement, as filed with the Commission on May 7, 1999, and incorporated by reference herein.
(3) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, and incorporated by reference herein.
(4) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, and incorporated by reference herein.
(5) Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated March 29, 2005, and incorporated by reference herein.
(6) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, and incorporated by reference herein.
(7) Filed as an exhibit to the Registrant’s Definitive Proxy Statement on Schedule 14A dated May 31, 2005, and incorporated by reference herein.
(8) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, and incorporated by reference herein.
(9) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, and incorporated by reference herein.
(10) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, and incorporated by reference herein.
(11) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 and incorporated by reference herein.
(12) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, and incorporated by reference herein.
(13) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed April 9, 2007, and incorporated by reference herein.
(14) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, and incorporated by reference herein.
(15) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, and incorporated by reference herein.
(16) Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated December 10, 2008, and incorporated by reference herein.
(17) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and incorporated by reference herein.
(18) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 and incorporated by reference herein
(19) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed March 19, 2009 and incorporated by reference herein.
(b) Financial Statements and Financial Statement Schedules
Our consolidated financial statements filed as part of this Form 10-K are filed on pages to to this Form 10-K. The financial statement schedule required by Regulation S-X follows.
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
EDGAR ONLINE, INC.
Financial Statement Schedule
Valuation and Qualifying Accounts
(1) Write-offs of receivables.
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted because they are not required under the related instructions or are inapplicable, or because the information has been provided in the Financial Statement or the Notes thereto.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
EDGAR ONLINE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
EDGAR Online, Inc.
Norwalk, Connecticut
We have audited the accompanying consolidated balance sheets of EDGAR Online, Inc. and subsidiaries (the “Company”) as of December 31, 2008 and 2009 and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009. We have also audited the financial statement schedule listed under Item 15(b). These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial statement schedule are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial statement schedule, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement and financial statement schedule presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of EDGAR Online, Inc. and subsidiaries at December 31, 2008 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States.
Also in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/S/ BDO SEIDMAN, LLP
BDO Seidman, LLP
New York, New York
March 31, 2010
EDGAR ONLINE, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
See accompanying notes to consolidated financial statements.
EDGAR ONLINE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
See accompanying notes to consolidated financial statements.
EDGAR ONLINE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands, except share data)
See accompanying notes to consolidated financial statements.
EDGAR ONLINE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
See accompanying notes to consolidated financial statements.
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
(1) DESCRIPTION OF BUSINESS
EDGAR Online, Inc. was incorporated in the State of Delaware in November 1995 under the name Cybernet Data Systems, launched its EDGAR Online website in January 1996, and went public in May 1999 under its current name. The Company creates and distributes financial data and public filings for equities, mutual funds, and a variety of other publicly traded assets. The highly detailed data produced by the Company assists in the analysis of the financial, business and ownership conditions of a company or investment vehicle. The Company has also developed high volume distribution techniques for managing and delivering regulatory filings. In addition, the Company has developed proprietary automated data parsing, tagging and processing systems that allow for rapid conversion of unstructured data into structured financial data sets. The Company specializes in the use of the financial reporting standard called eXtensible Business Reporting Language (“XBRL”) and leverages its automated processing platform and expertise in XBRL to produce both standard and custom data sets and to assist companies with the creation of their own XBRL financial reports. The Company also creates tools and web sites for easy viewing and analysis of this XBRL data. Consumers of our information are generally financial, corporate and advisory professionals who work in financial institutions such as investment funds, asset management firms, insurance companies and banks, stock exchanges and government agencies, as well as accounting firms, law firms, corporations or individual investors.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) REVENUE RECOGNITION
We derive revenues from three primary sources: subscriptions to our web services, data and solutions and XBRL filings. Revenue from subscriptions is recognized ratably over the subscription period, which is typically twelve months. Subscriptions revenue also includes ancillary advertising and e-commerce revenue which are recognized as the services are provided. Revenue from data licenses is recognized over the term of the contract. Our data solutions sometimes involve upfront one-time customization fees along with more traditional data licensing arrangements for the ongoing delivery of the data solution. In addition, some of our data solutions are billed on a time and materials basis, per service level agreements or for delivery of data. Upfront customization fees are recognized systematically over the expected customer relationship period. Revenue from time and materials based agreements and data delivery is recognized as the services and data are provided. We recognize XBRL filings revenue from fixed fees on a ratable basis as well as per-filing fees as the services are provided.
Revenue is recognized provided acceptance and delivery, if applicable, has occurred, collection of the resulting receivable is probable and no significant obligations remain. If amounts are received in advance of the services being performed, the amounts are recorded and presented as deferred revenues. Revenue is recognized net of any related state sales taxes charged and sales taxes payable are included in accrued expenses.
(b) COST OF REVENUES
Cost of revenues primarily consists of salaries and benefits of operations employees to produce data sets and create XBRL filings, fees paid to acquire data and the amortization of costs related to developing our I-Metrix products that were previously capitalized. These costs are applicable to all of the Company’s revenue sources. In addition, for each period, online barter advertising expense is recorded equal to the online barter advertising revenue for that period.
(c) BARTER TRANSACTIONS
Barter advertising revenue relates to advertising placed on the Company’s web site by other Internet companies in exchange for the Company’s advertising placed on their web sites. Barter expenses reflect the
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(in thousands, except share and per share data)
expense offset to barter revenue. The amount of barter advertising revenue and expense is recorded at the estimated fair value of the services received or the services provided, whichever is more objectively determinable, in the month that banners are exchanged. The Company recognizes barter revenues only to the extent that the Company has similar cash transactions within a period not to exceed six months prior to the date of the barter transaction. Barter revenues and expenses totaled $139, $144 and $0 in the years ended December 31, 2007, 2008, and 2009, respectively.
(d) SOFTWARE DEVELOPMENT COSTS
The Company capitalizes software development costs in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 985-20 (previously Statement of Financial Accounting Standards (“SFAS”) No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed”). Software development costs are capitalized after technological feasibility is established. Once the software products become available for general release to the public, the Company amortizes such costs over the related product’s estimated economic useful life to cost of revenues. Net capitalized software development costs (included in other assets) totaled $416 and $198 at December 31, 2008 and 2009, respectively. Related amortization expense, included in cost of revenues, totaled $218 in each of the years ended December 31, 2007, 2008 and 2009.
The Company capitalizes internal-use software development costs in accordance with ASC Topic 350-40 (previously Statement of Position No. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”). The Company capitalizes internal-use software development costs once certain criteria are met. Once the internal-use software is ready for its intended use, the capitalized internal-use software costs will be amortized over the related software’s estimated economic useful life in amortization and depreciation expense. Our computer software is also subject to review for impairment as events or changes in circumstances occur indicating that the amount of the asset reflected in the Company’s balance sheet may not be recoverable. Net capitalized internal-use software costs (included in property and equipment) were $725 and $1,784 at December 31, 2008 and December 31, 2009, respectively. Related amortization expense totaled $0, $22 and $396 in the years ended December 31, 2007, 2008 and 2009, respectively.
(e) CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The Company considers cash and all highly liquid investments, such as money market accounts or CD’s with original maturities of ninety days or less to be cash and cash equivalents. Any liquid investments with original maturities of over ninety days, but under one year, are included in short-term investments. Short-term investments at December 31, 2008 include a CD for $220 which accrues interest at 2% and matured in May 2009. Short-term investments at December 31, 2009 include a CD for $222 which accrues interest at 1% and matures in May 2010.
(f) ACCOUNTS RECEIVABLE AND CREDIT POLICIES
The carrying amount of accounts receivable is reduced by a valuation allowance that reflects management’s best estimate of the amounts that will not be collected. In addition to reviewing delinquent accounts receivable, management considers many factors in estimating its general allowance, including historical data, experience, customer types, credit worthiness, and economic trends. From time to time, management may adjust its assumptions for anticipated changes in any of those or other factors expected to affect collectability.
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(in thousands, except share and per share data)
(g) PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally three to seven years. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the term of the leases, whichever is shorter.
(h) LONG-LIVED ASSETS
Long-lived assets, other than goodwill, are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows from the use of these assets. When any such impairment exists, the related assets are written down to fair value.
Other intangible assets continue to be amortized over their estimated useful lives. The Company has reassessed the estimated useful lives of its intangible assets, which consist of accumulated know-how and customer based intangibles, and no changes have been deemed necessary.
(i) GOODWILL
Goodwill is not amortized, but is subject to annual impairment tests. The Company estimates fair value of its reporting unit and compares the valuation with the respective carrying value for the reporting unit to determine whether any goodwill impairment exists. Our evaluation is based primarily on market capitalization as we have only one reporting unit.
The goodwill is substantially related to the acquisition of Financial Insight Systems, Inc. (“FIS”) in October 2000. The Company completes goodwill impairment tests at least annually as of December 31 each year. The Company completed the annual test and determined that there was no impairment of goodwill as of December 31, 2009.
(j) ADVERTISING EXPENSES
The Company expenses advertising costs as incurred. Advertising expenses were $142, $275 and $243 for the years ended December 31, 2007, 2008 and 2009, respectively.
(k) INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The provisions of ASC Topic 740-10 (previously FIN 48) were adopted by the Company on January 1, 2007 and had no effect on the Company’s financial position, cash flows or results of operations upon adoption, as the Company did not have any unrecognized tax benefits. The Company also evaluated its tax positions as of December 31, 2008 and 2009 and reached the same conclusion. In certain cases, the Company’s uncertain tax
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(in thousands, except share and per share data)
positions are related to tax years that remain subject to examination by the relevant tax authorities. The Company files U.S. and state income tax returns in jurisdictions with varying statutes of limitations. With limited exceptions and due to the impact of net operating loss and other credit carryforwards, the Company may be effectively subject to U.S. federal income tax examinations for periods after 1996. The Company is subject to examination by state and local tax authorities generally for the period mandated by statute. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2008 and 2009, the Company had no accrued interest or penalties.
(l) STOCK-BASED COMPENSATION
The Company records stock-based compensation expense under the provisions of FASB ASC Topic 718 (previously SFAS No. 123 (R), “Share-Based Payment”). The Company is required to recognize compensation expense for all employee and director stock-based compensation awards, which have historically been primarily comprised of stock options, based on estimated grant date fair values.
The Company recognizes stock-based compensation expense on a straight-line basis over the applicable vesting period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Additionally, the estimated forfeiture rate is applied and the cumulative effect determined for all prior periods in which stock-based compensation costs have been recorded. The Company estimated expected forfeitures over the life of each individual award and has included the impact of these expected forfeitures of $182, $230, and $165 in stock-based compensation expense for the years ended December 31, 2007, 2008 and 2009, respectively.
Stock-Based Compensation Expense
Stock-based compensation expense for the years ended December 31, 2007, 2008 and 2009 was as follows:
The estimated per share weighted average grant-date fair values of stock options granted during the years ended December 31, 2007, 2008 and 2009 were $2.35, $1.51 and $0.99 respectively. Amounts were determined using the Black-Scholes-Merton option pricing model based on the following assumptions:
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(in thousands, except share and per share data)
The assumptions used in calculating the value of stock options, which involve inherent uncertainties and the application of management judgment, were based on the following:
•
Expected dividend yield-reflects the Company’s present intention to retain earnings, if any, for use in the operation and expansion of the Company’s business;
•
Expected volatility-determined considering historical volatility of the Company’s common stock over the preceding number of years of the expected life of the stock option awards;
•
Risk-free interest rate-based on the yield available on United States Treasury zero coupon issues with a remaining term approximating the expected life of the stock option awards; and
•
Expected life-calculated using the “simplified method” in accordance with SAB 107 for 2007 and calculated as the weighted average period that the stock option awards are expected to remain outstanding based on historical experience in 2008 and 2009.
(m) CONCENTRATION OF RISK AND FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of accounts receivable. No customer accounted for more than 10% of accounts receivable at December 31, 2008. R.R. Donnelley accounted for 27% of accounts receivable at December 31, 2009. There was no other one customer that accounted for more than 10% of accounts receivable at December 31, 2009.
R.R. Donnelley comprised 3%, 7% and 22% of the Company’s total revenue during 2007, 2008 and 2009, respectively. NASDAQ comprised 8%, 10% and 6% of the Company’s total revenue during 2007, 2008 and 2009, respectively. The Company’s other customers are geographically dispersed throughout the United States with no one customer accounting for more than 10% of revenues during 2007, 2008 or 2009. In addition, the Company has not experienced any significant credit losses to date from any one customer.
The financial statement carrying value of the Company’s cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities at December 31, 2008 and 2009, approximate their fair value because of the immediate or short-term maturity of these instruments. The Company maintains a cash balance at one financial institution with balances insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, the balance at such financial institution exceeds the FDIC insured limits. The financial statement carrying value of the Company’s long-term debt approximates its fair value based on interest rates currently available to the Company for borrowings with similar characteristics and maturities.
(n) LOSS PER SHARE
Basic loss per share excludes dilution for common stock equivalents and is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share 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, unvested restricted stock grants and warrants are anti-dilutive for each of the periods presented. Anti-dilutive securities outstanding numbered 3,343,973, 3,732,772 and 3,883,048 for the years ended December 31, 2007, 2008 and 2009, respectively.
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(in thousands, except share and per share data)
(o) BUSINESS SEGMENTS
The Company has determined that it does not have any separately reportable business segments as management does not manage its operations by the different product and service offerings, but instead views the Company as one operating segment when making business decisions, with one operating decision making group.
(p) COMPREHENSIVE LOSS
Comprehensive loss includes all changes in equity during a period from non-owner sources including, as applicable, foreign currency items, minimum pension liability adjustments and unrealized gains and losses on certain investments in debt and equity securities. The Company’s comprehensive loss is comprised solely of net loss.
(q) USE OF ESTIMATES IN FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates embedded in the consolidated financial statements for the periods presented include the allowance for doubtful accounts, fair values and useful lives of goodwill and other intangible assets, and the length of certain customer relationships. Actual results could differ from those estimates.
(r) RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
In June 2009, FASB issued Accounting Standards Update No. 2009-01, “Generally Accepted Accounting Principles” (“ASC Topic 105”) which establishes the FASB Accounting Standards Codification (the “Codification” or “ASC”) as the official single source of authoritative U.S. generally accepted accounting principles (“GAAP”). All existing accounting standards are superseded. All other accounting guidance not included in the Codification will be considered non-authoritative. The Codification also includes all relevant Securities and Exchange Commission (“SEC”) guidance organized using the same topical structure in separate sections within the Codification. Following the Codification, the Board will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU”) which will serve to update the Codification, provide background information about the guidance and provide the basis for conclusions on the changes to the Codification.
The Codification is not intended to change GAAP, but it will change the way GAAP is organized and presented. The Codification is effective for our third quarter 2009 financial statements and the principal impact on our financial statements is limited to disclosures as all future references to authoritative accounting literature will be referenced in accordance with the Codification.
In February 2008, the FASB issued guidance within ASC Topic 820, “Fair Value Measurements and Disclosures.” This guidance within ASC Topic 820 delayed the effective date of certain provisions of ASC Topic 820 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008. In October 2008, the FASB issued further guidance under ASC Topic 820 specifically
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(in thousands, except share and per share data)
related to financial assets within the scope of accounting pronouncements that require or permit fair value measurements in accordance with ASC Topic 820. This guidance clarifies the application of ASC Topic 820 in determining the fair values of assets or liabilities in a market that is not active. ASC Topic 820 was effective upon issuance, including prior periods for which financial statements have not been issued. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
In January 2008, the FASB issued guidance within ASC Topic 260, “Earnings Per Share.” ASC Topic 260 requires that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and should be included in the two-class method of computing earnings per share. ASC Topic 260 is effective for fiscal years beginning after December 15, 2008. The adoption of ASC Topic 260 did not have a material impact on the Company’s consolidated financial statements.
In May 2009, the FASB issued guidance within ASC Topic 855-10, “Subsequent Events,” updated by ASU 2010-19 relating to subsequent events. This guidance establishes principles and requirements for subsequent events. This guidance defines the period after the balance sheet date during which events or transactions that may occur would be required to be disclosed in a company’s financial statements. Public entities are required to evaluate subsequent events through the date that financial statements are issued. This guidance also provides guidelines for evaluating whether or not events or transactions occurring after the balance sheet date should be recognized in the financial statements.
In August 2009, the FASB issued ASU No. 2009-05, “Measuring Liabilities at Fair Value” (“ASU 2009-05”). ASU 2009-05 amends ASC Topic 820 and clarifies that, where a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following methods: 1) a valuation technique that uses a) the quoted price of the identical liability when traded as an asset or b) quoted prices for similar liabilities or similar liabilities when traded as assets and/or 2) a valuation technique that is consistent with the principles of ASC Topic 820. ASU 2009-05 also clarifies that, when estimating the fair value of a liability, a reporting entity is not required to adjust to include inputs relating to the existence of transfer restrictions on that liability. The adoption of ASU 2009-05 did not have a material impact on the Company’s financial statements.
Not Yet Adopted
On September 23, 2009, the FASB ratified provisions of ASC Topic 605-25 related to revenue recognition for multiple-element arrangements. ASC Topic 605-25 amends prior guidance and requires an entity to apply the relative selling price allocation method in order to estimate the selling price for all units of accounting, including delivered items, when vendor-specific objective evidence or acceptable third-party evidence does not exist. These provisions contained within ASC Topic 605-25 are effective for revenue arrangements entered into or which contain material modifications in fiscal years beginning on or after June 15, 2010, applied prospectively. Earlier application is permitted as of the beginning of an entity’s fiscal year. The Company is currently evaluating the potential impact that these provisions within ASC Topic 605-25 will have on its consolidated financial statements.
During October 2009, the FASB issued ASU 2009-13 which amended guidance contained within ASC Topic 605-25 related to revenue recognition for multiple-element arrangements. The amendments in this update establish a selling price hierarchy for determining the selling price of a deliverable. These amendments also will replace the term fair value in the revenue allocation guidance with selling price to clarify that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a marketplace participant. The
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(in thousands, except share and per share data)
guidance in this update will require that a vendor determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis. The amendments in this update will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is currently evaluating the potential impact that these provisions within ASU 2009-13 will have on its consolidated financial statements.
During January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.” ASU 2010-06 includes new disclosure requirements related to fair value measurements, including transfers in and out of Levels 1 and 2 and information about purchases, sales, issuances and settlements for Level 3 fair value measurements. This update also clarifies existing disclosure requirements relating to levels of disaggregation and disclosures of inputs and valuation techniques. The new disclosures are required in interim and annual reporting periods beginning after December 15, 2009, except the disclosures relating to Level 3 activity are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The Company is currently evaluating the potential impact that these provisions within ASU 2010-06 will have on its consolidated financial statements.
(3) GOODWILL AND OTHER INTANGIBLES
There were no changes to the carrying amount of goodwill in the years ended December 31, 2008 and 2009. Other intangible assets consist of the following:
The weighted average useful life of accumulated know-how and customer based intangibles is 9.5 years and 10.9 years, respectively. Amortization of other intangible assets was $1,246 in each of the years ended December 31, 2007, 2008 and 2009. The annual amortization expense expected for each of the years ending December 31, 2010, 2011, 2012, 2013 and 2014 is $1,094, $334, $278, $0 and $0, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(in thousands, except share and per share data)
(4) PROPERTY AND EQUIPMENT
Property and equipment at December 31, 2008 and 2009 is summarized as follows:
Depreciation and amortization expense for the years ended December 31, 2007, 2008 and 2009 was $507, $624 and $949, respectively. There were no disposals in the years ended December 31, 2007, 2008 or 2009.
(5) ACCRUED EXPENSES
Accrued expenses consist of the following at December 31, 2008 and 2009:
(i) See note 6 for further discussion of severance costs
(6) SEVERANCE COSTS
In 2007, the Company terminated the employment agreements of Morton Mackof, the Company’s former Executive Vice President, Sales, Marc Strausberg, former Chairman of the Board of Directors, and Susan Strausberg, former CEO and Chairman of the Board. In addition, the employment agreement between the Company and Greg D. Adams, former COO and CFO, was not renewed. Also during 2007, the Company effected a workforce reduction. As a result, the Company recorded $2,011 of severance costs in 2007. As part of the employment and/or severance agreements, all options held by these executives vested immediately. As a result, additional-paid-in-capital was increased by $465 in the year ended December 31, 2007 to recognize previously unrecognized stock compensation remaining from the original grant date valuation of the options.
At December 31, 2009, there were $128 of severance costs included in accrued expenses.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
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(7) LONG-TERM DEBT
On April 5, 2007, the Company entered into a Financing Agreement (“Financing Agreement”) with Rosenthal & Rosenthal, Inc. (“Rosenthal”) for additional working capital. Under the Financing Agreement, Rosenthal made a term loan in the principal amount of $2,500 to the Company and has additionally agreed to provide up to an additional $2,500 under a revolving line of credit. Interest on outstanding borrowings under the Financing Agreement is payable at variable rates of interest over the published JPMorgan Chase prime rate (with a minimum prime rate of 6%), 2.5% on the term loan and 2% on borrowings under the revolving credit facility. The Company’s obligations under the term loan are evidenced by a secured Term Note and all of the Company’s obligations to Rosenthal are secured by a first priority security interest in substantially all of the Company’s assets.
The Financing Agreement, as amended on March 13, 2009, terminates on March 30, 2011 unless sooner terminated by either party in accordance with the terms of the Financing Agreement. The terms include a provision that would allow the lender to accelerate the due date of the debt based on certain circumstances. The Company is required to maintain certain levels of working capital and tangible net worth. On April 22, 2008, these amounts were amended effective as of December 31, 2007. On March 13, 2009, these amounts were amended effective as of December 31, 2008. The Company was in compliance with the amended terms at December 31, 2009.
In connection with the Financing Agreement, the Company issued a warrant to purchase 100,000 shares of the Company’s common stock at an exercise price equal to $2.81 (the market price of the Company’s common stock on the closing date of the transaction) to Rosenthal which expires on April 30, 2010. A discount related to the warrant totaling $125 was recorded based on the Black-Scholes-Merton fair value of the warrant on the date of issue and is being amortized over the term of the Financing Agreement. Also in connection with this transaction, the Company paid its financial advisor $125, which represents 3% of the gross principal amount of the term loan and 2% of the gross principal amount of the revolving credit.
The term loan, as amended, is due as follows: (i) $21 per month from July 1, 2008 through and including March 1, 2009; (ii) $42 from April 1, 2009 through the maturity date and (iii) the entire remaining unpaid balance on the maturity date. At December 31, 2009, $500 was classified as the current portion of long-term debt and $1,408 was classified long-term debt. There were $55 of unamortized deferred financing costs included in other assets. The Company has not received any funding under the revolving line of credit as of December 31, 2009. Interest expense under the Agreement, totaled $396 and $322 for the years ended December 31, 2008 and 2009, respectively, and included $121 and $67, respectively, of amortization of deferred financing costs and warrant discount.
(8) INCOME TAXES
Since its inception, the Company has incurred net operating losses and has incurred no federal or state income tax expense. At December 31, 2009, the Company has approximately $40,000 in federal net operating losses, which will expire between 2011 and 2029, and approximately $38,000 of state net operating loss carry forwards, which will expire between 2010 and 2027.
The Company did not record any provision for income taxes for the years ended December 31, 2007, 2008 or 2009 due to net operating loss carryforwards and changes in the federal valuation allowance.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(in thousands, except share and per share data)
The Company’s deferred tax assets and liabilities and related valuation allowance as of December 31, 2008 and 2009 are as follows:
Realization of the net operating loss carry forward and other future deductible differences is dependent on the Company being able to generate sufficient taxable income prior to the expiration of the operating loss carry forwards. Due to the Company’s continuing losses, a valuation allowance has been recorded for the entire amount of the net deferred tax asset as the Company has concluded that it is not more likely than not that there will be future taxable income sufficient to realize the future taxable temporary differences and operating loss carry forwards prior to their expiration.
Under Section 382 of the Internal Revenue Code of 1986, as amended, the utilization of net operating loss carry forwards is subject to limitations based on past and future changes in ownership of the Company. The Company has determined that it has experienced multiple ownership changes since inception. The Company does not believe that these changes in ownership will restrict its ability to use its losses and credits within the carry forward period.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(in thousands, except share and per share data)
(9) STOCKHOLDERS’ EQUITY
Since its inception, the Company has issued warrants to purchase common stock only in connection with certain debt and equity financings.
Warrant activity during the periods indicated is as follows:
The weighted average contractual life of warrants outstanding at December 31, 2008 and 2009 was 1.33 and 0.33 years, respectively.
(10) STOCK PLANS
In May 2005, the Company adopted the 2005 Stock Award and Incentive Plan (the “2005 Plan”) which replaced all previous stock option plans which in total had authorized the issuance of options to purchase up to 4.1 million shares of the Company’s common stock since the Company’s inception. All remaining available shares under the Company’s prior stock option plans became available under the 2005 Plan upon its adoption. In addition, the 2005 Plan, when adopted, authorized 1,087,500 new shares of common stock for equity awards. The 2005 Plan authorizes a broad range of awards, including stock options, stock appreciation rights, restricted stock, non-restricted stock and deferred stock. At the Annual Meeting of Stockholders held on June 23, 2008, the 2005 Plan was amended to increase the number of shares available for grant by 1,000,000. At the Annual Meeting of Stockholders held on June 10, 2009, the 2005 Plan was amended to increase the number of shares available for grant by an additional 1,000,000 shares. The 2009 amendment also makes clear that under the 2005 Plan the Company may not reprice stock options or stock appreciation rights without shareholder approval.
Option awards are generally granted with an exercise price equal to the closing market price of the Company’s common stock on the date of grant. Option awards generally vest over three years and have ten year contractual terms.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
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Option activity for all Plans during the periods indicated is as follows:
The aggregate intrinsic value represents the difference between the exercise price of the underlying awards and the market price of the Company’s common stock for those awards that have an exercise price below the market price at December 31, 2009. During the years ended December 31, 2007, 2008 and 2009, the aggregate intrinsic value of options exercised under the Company’s stock option plans was $839, $88 and $4, respectively, determined as of the date of exercise. Cash received from option exercises for the years ended December 31, 2007, 2008 and 2009 was $289, $116 and $16, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(in thousands, except share and per share data)
In addition, the Company granted restricted shares under the 2005 Plan during the years ended December 31, 2007, 2008 and 2009. The Company also granted restricted shares out of treasury to Philip D. Moyer, our President and CEO during the year ended December 31, 2007. Restricted shares have no exercise price and vest depending on the individual grants. The fair value of the restricted shares is based on the market value of the Company’s common stock on the date of grant. Restricted share activity is as follows:
The aggregate intrinsic value was calculated based on the market price of the Company’s common stock at December 31, 2009. During the year ended December 31, 2009, the aggregate intrinsic value of shares vested was $354, determined based on the market price of the Company’s common stock on the respective vesting date.
As of December 31, 2009, there was $840 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plans. That cost is expected to be recognized over a weighted average period of 0.94 years. In addition, there was $221 of total unrecognized compensation related to nonvested shares granted from treasury which will be recognized over 0.80 years.
At December 31, 2009, 1,428,185 shares are available for grant under the Company’s 2005 Plan.
(11) COMMITMENTS
The Company leases space in Norwalk, Connecticut, New York, New York, and Rockville, Maryland for its primary offices. Rent expense totaled $975, $1,058 and $1,202 for the years ended December 31, 2007, 2008, and 2009, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
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Future minimum payments under these operating leases as of December 31, 2009 are as follows:
(12) SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following is a summary of the quarterly results of operations for the years ended December 31, 2008 and 2009:
(i) Net loss per share data is computed independently for each of the periods presented; therefore the sum of the loss per share amounts for the quarters may not equal the total for the year.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(in thousands, except share and per share data)
(13) SUBSEQUENT EVENTS
On January 28, 2010, the Company issued 120,000 shares of Series B Convertible Preferred Stock, at $100 per share, to Bain Capital Ventures, in exchange for $12,000. The net proceeds to the Company, after investment banking fees, legal and other closing costs, were approximately $11,200. The Series B Preferred Stock will accrue equity dividends at a rate of 11.44% per year for the next five years. Thereafter, no further dividends will accrue. The dividends will be cumulative, whether or not declared, and will compound annually. The Series B Preferred Stock is convertible into the common stock of the Company at a price of $1.10 per share of common stock. The Series B Preferred Stock may be converted at any time, except that the Series B Preferred Stockholders may not convert their shares into common stock if such conversion then represents in excess of 19.9% of the company’s voting stock without shareholder approval. The Company intends to use the funds received in this capital raise to pay off its debt, and ramp up its investments in personnel, infrastructure, software and hardware.