UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2011
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
Commission File No. 001-32194
EDGAR ONLINE,
INC.
(Exact name of registrant as specified in its charter)
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Delaware
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06-1447017
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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11200 Rockville Pike, Suite 310, Rockville, MD
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20852
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code:
(301) 287-0300
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.01 par value
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The NASDAQ Stock Market LLC
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Preferred Share Purchase Rights
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The NASDAQ Stock Market LLC
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes
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No
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
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Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller
reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes
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No
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The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold as of June 30, 2011, was approximately $29,700,428.
As of March 1, 2012, there were
35,215,078 shares outstanding of the registrant’s common stock.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the
registrant’s proxy statement for its 2012 annual meeting of stockholders, to be filed no later than April 30, 2012, are incorporated by reference into Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
PART I
FORWARD LOOKING STATEMENTS
The discussions set forth in this Annual Report
on Form 10-K contain statements concerning potential future events. Such forward-looking statements are based upon assumptions by our management, as of the date of this Annual Report, including assumptions about risks and uncertainties faced by
us. In addition, management may make forward-looking statements orally or in other writings, including, but not limited to, in press releases, in the annual report to shareholders and in our other filings with the U.S. Securities and Exchange
Commission (the “SEC”). Readers can identify these forward-looking statements by the use of such words as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,”
“see” or “will”, or similar words. If any of management’s assumptions prove incorrect or should unanticipated circumstances arise, our actual results could materially differ from those anticipated by such forward-looking
statements. The differences could be caused by a number of factors or combination of factors including, but not limited to, those factors identified in Part I, Item 1A, “Risk Factors” of this Annual Report, as well as our other
periodic reports on Forms 10-K, 10-Q and 8-K filed with the SEC, from time to time. Readers are strongly encouraged to consider those factors when evaluating any forward-looking statements concerning us. We do not undertake to update any
forward-looking statements in this Annual Report to reflect future events or developments. Investors should also be aware that while we, from time to time, do communicate with securities analysts, it is against our policy to disclose to them any
material non-public information or other confidential commercial information. Investors should not assume that we agree with any report issued by any analyst or with any statements, projections, forecasts or opinions contained in any such report.
Unless otherwise indicated, all references to the “Company,” “we,” “us,” “our,” and “EDGAR Online” include reference to our subsidiaries as well.
ITEM 1. BUSINESS.
Overview
EDGAR Online, Inc. is a leading provider of financial data,
analytics and disclosure management solutions to help corporations and institutional investors facilitate compliance and management of regulatory disclosure filings. In addition to developing a variety of unique as-reported and normalized data sets,
EDGAR Online is an industry leader in XBRL (eXtensible Business Reporting Language) processing. Our data products provide highly detailed fundamental financial information along with the source documents and are created through the use of
proprietary high speed software that automates much of the data extraction and calculation processes. Our XBRL filing service uses parts of this same proprietary data extraction and processing software, along with personnel skilled in accounting,
rigorous quality processes and additional proprietary tools, to assist public companies in the creation of XBRL filings for submission to the SEC. Our XBRL analysis tool is a proprietary software tool that assists users in analyzing both our own
proprietary XBRL data sets and industry standard XBRL data files. 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, while our data feeds are embedded in
other websites, platforms and sold 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.
In November 2010, we acquired UBmatrix, Inc.
(“UBmatrix”), a leading provider of XBRL-based software solutions for global organizations and enterprises, enabling their customers to more efficiently and effectively address the challenges of business and financial information
management, governance, risk and compliance and
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external reporting. These software solutions are marketed through an extensive network of independent software vendors or OEM (original equipment manufacturer) partners who license software from
us to embed into their products, as well as systems integrators, or implementation partners. The merger has resulted in our becoming a leading global end-to-end provider of XBRL software, filings services and data.
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 Research Systems, 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. Additionally, many of the providers listed above can be, and in some cases already are, clients or partners of ours. Competitors to our XBRL filings business include software companies
such as Rivet Software, Webfilings, financial printers with in-house solutions and providers such as Clarity that focus on allowing public companies to create XBRL internally as part of integrated accounting software packages. Competitors to these
software solutions include Rivet Software and Fujitsu.
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 with 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 standardizing the
production and review of 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 financial
reporting. It allows for the rapid 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 ongoing adoption of the XBRL standard, including globally, is being driven by the increasing demand by 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 public reporting companies are required to furnish XBRL data in an exhibit to specified SEC-required filings. More
specifically, commencing in 2009 and as detailed in the following paragraph, certain public 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. Since then, all public reporting companies became 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 supplement, but do not immediately replace or change, the traditional electronic filing formats of ASCII or HTML.
The SEC rules required companies to comply with the XBRL 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
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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 became subject to XBRL data reporting. 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, 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, became subject to the same XBRL data reporting requirements. 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 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.
The EDGAR System
EDGAR, the acronym for Electronic Data Gathering Analysis
and Retrieval, is the SEC’s electronic filing system. Public reporting companies 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 change is yet to be announced. EDGAR Online licenses the
“EDGAR” portion of its name from the SEC and was the first company to publish real-time SEC filings directly onto the Internet for consumption by investors and others.
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 primary financial statements filed by companies with the SEC are processed and tagged in XBRL within hours of their submission and available to our 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 provide a direct link back to the original filing for line item verification.
Financing Activities
On
January 28, 2010, the Company sold 120,000 shares of Series B Convertible Preferred Stock to Bain Capital Venture Integral Investors, LLC (“Bain”), for $100 per share, for total proceeds of $12,000,000. The net proceeds to the
Company, after investment banking fees, legal and other closing costs, were approximately $11.2 million. Each share of Series B Preferred Stock is convertible into a number of shares of Common Stock determined by dividing the sum of the
purchase price per share plus accrued dividends, by an initial conversion price of $1.10 per share, subject to adjustment. The shares of Series B Preferred Stock are not, however, convertible to the extent such conversion would result in Bain and
its affiliates owning in excess of 19.9% of the shares of the Company’s voting power. The Series B Preferred Stock contains a compounding, cumulative
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11.44% per annum paid-in-kind dividend, payable upon conversion of the Series B Preferred Stock. Following January 28, 2015, the dividend shall no longer accrue unless declared by the
Board of Directors of the Company. On or at any time after January 28, 2018, the holders of at least a majority of the then outstanding Series B Preferred Stock shall have the right to require the Company to redeem their shares for cash,
at a redemption price equal to the original purchase price of $100 per share, plus all accrued but unpaid dividends thereon. The shares of Series B Preferred Stock may also be subject to redemption in the event of a change of control of the
Company. The Company used the funds received in this capital raise to fund ongoing operations, and ramp up its investments in personnel, infrastructure, software and hardware.
See Note 10, Redeemable Preferred Stock of the accompanying
notes to the Company’s consolidated financial statements for further information regarding the terms and conditions of the Series B Preferred Stock
.
On May 3, 2011, the Company entered into new commercial credit facilities (“Credit Facilities”) with Silicon Valley Bank (“SVB”) for additional working capital. Under the Credit
Facilities, SVB made a term loan in the original principal amount of $2,000 to the Company and agreed to provide up to an additional $3,000 under a revolving line of credit. Interest on borrowings under the term loan is payable at the published Wall
Street Journal prime rate plus 1.75% and interest on borrowings under the revolving credit facility is payable at the published Wall Street Journal prime rate plus 1.25%. The Company’s obligations under the Credit Facilities are evidenced by
cross-collateralized agreements with SVB and are secured by a first priority security interest in substantially all of the Company’s assets and a negative pledge on intellectual property. The $2,000 term loan has a financial covenant requiring
the Company to maintain an Adjusted Quick ratio of 1.5:1. The Company has been in compliance with this covenant throughout the year and at December 31, 2011.
The term loan is due in 36 equal monthly installments commencing October 1, 2011. At December 31, 2011, $667 was classified as the current portion of long-term debt and $1,166 was classified
long-term debt. There were $21 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, 2011. Interest expense under the Agreement, totaled
$72 for the year ended December 31, 2011 and included $6 of amortization of deferred financing costs.
On
February 28, 2012, we entered into a revised financing agreement (the “Revised Financing Agreement”) with SVB which amended and restated the Credit Facilities. Under the Revised Financing Agreement, the term loan made by SVB to
the Company under the Credit Facilities, having a current outstanding principal balance of $[1,722,000], remains outstanding and repayable in accordance with the existing payment schedule with an interest rate of 1.75% above the Wall Street Journal
prime rate. The Revised Financing Agreement also provides for a working capital line of credit, subject to the maintenance of certain financial ratios and covenants by the Company, as well as the availability of eligible accounts receivable
against which SVB may advance funds. The interest rate on the revolving line of credit is 1.25% above the Wall Street Journal prime rate. Under the Revised Financing Agreement, the term loan will be converted into an advance under the line
of credit in the event that a targeted “quick ratio” falls below a certain level. The aggregate principal amount of loans outstanding under the term loan and the line of credit may not exceed $5,000,000. The Company’s
obligations to SVB are secured by a first priority security interest in substantially all of the Company’s assets.
Acquisition of
UBmatrix
On November 22, 2010, we completed our acquisition of UBmatrix via a merger. As a result of the merger, all
of the outstanding shares of capital stock of UBmatrix were converted into the right to receive an aggregate of 74,379 shares of our Series C Preferred Stock and an aggregate of 2,685,088 shares of our common stock. Of these shares, all of the
shares of Series C Preferred Stock and 1,063,046 shares of the Common Stock were issued at closing, while approximately 1,622,042 shares of the Common Stock were issued and delivered into escrow to secure the post-closing indemnification obligations
of the UBmatrix stockholders. That escrow arrangement has expired and all of the shares previously held in escrow are being released to the former UBmatrix stockholders. Also on November 22, 2010, we sold 12,637 shares of Series C Preferred
Stock to certain shareholders of UBmatrix for $2,000,000 in cash.
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Each share of Series C Preferred Stock is convertible into a number of shares of the Common
Stock determined by dividing the sum of the purchase price per share (or $100), plus accrued, dividends by an initial conversion price of $1.4481 per share, subject to adjustment. The holders of the Series C Preferred Stock are entitled to the
number of votes equal to the number of shares of common stock into which such holder’s Series C Preferred Stock are convertible. The Series C Preferred Stock contains a compounding, cumulative 11.66% per annum paid-in-kind dividend payable
upon conversion of the Series C Preferred Stock. Following January 28, 2015, the dividend shall no longer accrue unless declared by the Board of Directors of the Company. On or at any time after November 22, 2018, the holders of at
least a majority of the then outstanding Series C Preferred Stock shall have the right to require the Company to redeem their shares for cash, at a redemption price equal to the original purchase price of $100 per share, plus all accrued but unpaid
dividends thereon. The shares of Series C Preferred Stock may also be subject to redemption in the event of a change of control of the Company.
See Note 10, Redeemable Preferred Stock of the accompanying notes to the Company’s
consolidated financial statements for further information regarding the terms and conditions of the Series C Preferred Stock
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PRODUCTS
AND SERVICES
XBRL Filings
Our XBRL filings solutions provide partners and customers with a mechanism for converting financial statements into XBRL for filing with the SEC and potentially other regulators. We provide professional
services to our partners’ customer base to assist in their compliance with the SEC regulations mandating the submission of XBRL-tagged company reports. This XBRL filings 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 fee arrangements on a
ratable basis as well as per-filing fees as the services are provided. As of December 30, 2009, our relationship with one of our partners, R.R. Donnelley & Sons, became non-exclusive for both parties. Since then, we have signed
additional partnership agreements with partners such as Business Wire, PR Newswire, Merrill Communication, and we are exploring other potential XBRL partnerships and distribution agreements. We plan to structure our future agreements on the model we
signed with other financial printers in which we receive minimum filings fees and/or minimum conversion jobs; however, we may on occasion sign contracts without minimums where we believe the relationship will not be material to our capacity or
revenues, or where doing so would otherwise be advantageous to our interests.
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 both standard data products and configured 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 data, institutional holdings, initial and secondary public offerings data, Form 8-K disclosures, electronic prospectuses and other
investment instrument disclosure information. Each of these independent content sets represents a discrete set of facts that can be delivered in various ways based on customer needs. Our data solutions include the configuration 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 and analyze 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.
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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/or other proprietary products or applications. For instance, customers and partners such as ThomsonReuters, LexisNexis and NASDAQ use this mechanism to enhance the
functionality of their own products and services. We have built notable expertise with these customers and partners in the area of delivering and hosting investor relations websites.
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.
Subscriptions
We offer the following end-user subscription services, primarily through web-based access:
I-Metrix and I-Metrix Professional
The I-Metrix products make up our premium end-user data 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
proprietary 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 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 offers financial data, stock ownership, public offering data sets and advanced search tools. EDGAR Pro is available via
multi-seat or enterprise-wide license 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 our EDGAR Access product.
EDGAR Access, our retail product, has
fewer features than EDGAR Pro and is available via single-seat, credit card purchase only.
Our subscription services are
generally sold as one year contracts. We recognize subscription revenue ratably over the life of the contract.
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
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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, Business Wire,
Merrill Communications, PR Newswire, ThomsonReuters, Lexis Nexis and others.
Increase Sales to New and Existing Customers
Our direct sales and marketing organizations are focused on expanding our total customer base by directly selling our data feeds, data
solutions, and analysis tools with particular emphasis on I-Metrix products and data solutions. The sales and marketing groups are also focused on expanding relationships with redistributors of data including websites, leading information platforms
and other companies that can use our data, solutions and tools in the end-user products that they build and market directly to their customers. 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 the areas of developing unique and detailed analysis involving trends in disclosures that may not be easily spotted through normal analysis. We hope to leverage the platform we use to facilitate the
creation and authoring of SEC filings to enhance the comparability of the resultant data. We hope to achieve differentiation in these markets by delivering the same quality, speed, detail, verifiability and open accounting methodologies as our
current 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, especially as it pertains to the areas of governance, risk and compliance (GRC) within corporations and other organizations.
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. Our merger with UBmatrix was such an opportunity. This transaction forms part of our strategy to become a global
end-to-end provider of XBRL software, filings services and data.
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, webinars and social media and traffic driving efforts
including paid and organic search. Lead generation is managed using lists
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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 regarding a company through these web sites and other marketing alliances, we aim to bring traffic to our web site that is architected to encourage visitors to find critical information
and contact us via phone, email or live chat to ultimately subscribe to our products.
CUSTOMERS
Our customers include; 1) Individuals and enterprises who subscribe to our financial data and analytics products, 2) Corporations,
financial services companies, information companies, stock exchanges, and regulators who receive our specialized data feeds and data solutions, 3) Service providers for whom we provide XBRL filing services to their end clients, and 4) Independent
software vendors, OEM’s and system integrators who embed our software in their solutions.
World renowned organizations
with whom we do business include Bank of America, Citigroup, Morgan Stanley, NASDAQ,New York Stock Exchange, LexisNexis, Moody’s ,ThomsonReuters, Lockheed Martin, Intel, Verizon, Oracle, SAP, Information Builders, Wolters Kluwer, Aguilonius
Consulting, CapGemini, Ciber, CSC, Deloitte, Kolon-Benit, NTT Data, R.R. Donnelley & Sons, Business Wire, and Merrill Corporation. In 2011, R.R. Donnelley & Sons comprised 26.8% of our total revenue and PR Newswire comprised 11.2%.
No other one customer accounted for more than 5% of 2011 revenue.
COMPETITION
As a provider of financial and business information via subscriptions, as well as data licenses and solutions, 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 positions 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 the 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 Research Systems. Competition for information focused on financial data includes S&P’s Capital IQ, Dun & Bradstreet, SNL Financial 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, WebFilings, ThomsonReuters, Fujitsu, RRD/Bowne
and others. While we believe we have unique technology, there is always the potential that our technology and processes could be matched or surpassed. Competition is growing quickly 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, than do we. 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.
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We believe that the principal competitive factors in our market include the following:
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Accuracy and verifiability;
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Detail and granularity;
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Reliability of service; and
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Availability of enhanced services.
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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 timely access to company information as it is submitted to the SEC. Subscribers to certain of 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 clients’ existing workflows. For example, I-Metrix enables
clients to utilize Microsoft Excel and web-based systems to analyze and screen financial statement data extracted from SEC filings. 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
. While we can provide our customers with a web-delivered subscription service that allows
for immediate purchase, immediate use and easy access, our data feeds allow a high degree of configuration for clients that want all or part of the offered databases and functionality built into their existing applications. We also will create
configured databases, data solutions, tools, extracts and delivery mechanisms for clients with special needs.
Knowledge of
the Entire Information Supply Chain.
We believe that EDGAR Online is uniquely positioned as one of a few providers of services to both corporations that create and author disclosures and the wide range of professionals that need to aggregate and
analyze filings and data. It is this full understanding of the data creation and consumption workflows that allows EDGAR Online to develop services and solutions to optimize this
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process and ensure usability and comparability of financial data. We also believe that this knowledge enables us to create more compelling solutions that can leverage and combine our broad
capabilities in the areas of XBRL processing, dataset creation, and SEC filings distribution and analysis.
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 460 unique registered domain names, including
those relating to our core products, I-Metrix, EDGAR Pro and EDGAR Access. We have received registration from the U.S. Patent and Trademark Office of the following trademarks: UBmatrix, I-Metrix, EDGAR Online, EDGAR Pro, EDGAR Access, FREE EDGAR,
EDGAR Explorer, EDGAR Analyst, AFO and EDGAR News.
As a result of our merger with UBmatrix we now own U.S. Patent #6947,947,
“Method for adding Metadata to data,” which covers and protects a method for adding labels to data. The patent describes a method whereby labels, for example elements within an XBRL taxonomy, can be associated with text strings within a
data file. The patent, by example, enumerates a number of ways the method could be incorporated into an application to automate the process of transforming data into and out of XBRL using the metadata for guidance. Data formats include flat files,
XML, database, disk and display screens.
In January 2011, we were awarded a patent covering a method for populating
spreadsheets with financial data by leveraging XBRL metadata. The technology cited in the patent facilitates the rendering of machine-readable XBRL documents into spreadsheets for review and analysis. The patent recognizes and protects our method of
rendering XBRL data used across our portfolio of products. The method is central to many of our products including I-Metrix Professional, and our I-Metrix Xcelerate offering and XBRL filings business.
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 developed while working for us 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 (or sometime 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.
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Over the last several years, we have enhanced 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. These software tools 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 terms of speed, accuracy and delivery.
INFRASTRUCTURE AND OPERATIONS
Although we sometimes use third party development organizations to meet some aggressive development timelines, our employees 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.
In February 2011 we entered into an agreement with SunGard Global Services (“SunGard”) for
SunGard to provide us with off shore business outsourcing services associated with our XBRL filings business.
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 December 31, 2011, we employed 172 people. None of our employees is a member of a union. We believe that we have good relations
with our employees. In addition, as of December 31, 2011, through our outsourcing partners we had 142 individuals who were employed by other companies but whose work efforts are dedicated to our business.
CORPORATE HISTORY
We
are a Delaware corporation, originally 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”). In November 2010, we acquired all the
outstanding equity of UBmatrix, Inc. Our executive offices are located at 11200 Rockville Pike, Rockville, MD 20852 and our telephone number is (301) 287-0300.
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
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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. 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, we incurred a loss in 2011, and we may incur additional losses in 2012. At December 31, 2011, we
had an accumulated deficit of $86 million. As a result, in order to achieve and sustain profitability, we will need to significantly increase our revenues, successfully market and sell both existing and new products and services, expand our customer
base and increase our profit margins. 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.
Our common stock could be delisted from the NASDAQ Capital Market if we are not able to satisfy continued listing requirements, and if
this were to occur, the price of our common stock and our ability to raise additional capital may be adversely affected and the ability to buy and sell our stock may be less orderly and efficient.
Our common stock is currently listed on the NASDAQ Capital Market. Continued listing of a security on the NASDAQ Capital Market is
conditioned upon compliance with various continued listing standards. There can be no assurance that we will continue to satisfy the requirements for maintaining a NASDAQ Capital Market listing.
On July 19, 2011, we received a letter from The NASDAQ Stock Market LLC notifying us that we were out of compliance with the
requirement that the market value of our listed common stock be in excess of $35 million for 30 consecutive trading days. This letter did not result in the immediate delisting of our common stock from the NASDAQ Capital Market. In
accordance with NASDAQ rules, we had 180 calendar days, or until
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January 17, 2012, to regain compliance with the minimum market value of listed common stock requirement. We did not regain compliance and on January 18, 2012 we received a notice from
Nasdaq notifying us of their determination to delist our common stock. We have appealed that determination and our common stock continues to trade on the NASDAQ Capital Market pending that appeal which has been scheduled for March 15, 2012.
On September 16, 2011, we received another letter from The NASDAQ Stock Market LLC notifying us that we were out of
compliance with the requirement that the closing bid price of our common stock be in excess of the $1.00 minimum bid price per share required for continued listing on the NASDAQ Capital Market. This letter did not result in the immediate
delisting of our common stock from the NASDAQ Capital Market. In accordance with NASDAQ rules, we have 180 calendar days, or until March 14, 2012, to regain compliance with the minimum closing bid price requirement by maintaining a closing
bid price of $1.00 per share or higher for a minimum of 10 consecutive business days. If we do not regain compliance within this initial 180-day period, NASDAQ will provide notice to us that our common stock is subject to delisting from the
NASDAQ Capital Market. If we receive such a notice, we may appeal the delisting determination and if our appeal is not granted our common stock will be delisted from the NASDAQ Capital Market. As of March 13, 2012, the company has not
regained compliance with this provision.
In 2011, we derived a significant portion of our total revenue from two partnerships relating to
our XBRL filings business. A change in either of these relationships could materially affect our revenue stream.
We rely,
in part, on two strategic partners, namely R.R. Donnelley & Sons (“RRD”) and PR Newswire Association, LLC (“PRN”), to offer public companies our compliance solution for financial reporting in XBRL. Revenues from these
two partnership accounted for 38% of our or total revenues for the year ended December 31, 2011. Although both of these contractual relationships were extended in 2011, with RRD continuing through December 31, 2013, and PRN continuing
through June 30, 2013, we cannot guarantee the continuance of these partnerships beyond their scheduled termination dates nor, if either partnership does continue, whether it will continue on terms that are attractive to us.
In addition, any variance or uncertainty in RRD’s or PRN’s position as a market leader in the financial printing industry could
compromise our position in the compliance market and/or make either of these partnerships not as long or lucrative as we expected, which could have a material adverse effect on our financial results.
Our current financing relationship may not be sufficient to satisfy our operating requirements and we may not be able to obtain additional financing.
On May 3, 2011, we entered into a financing agreement with Silicon Valley Bank (“SVB”), which was amended
and restated on February 28, 2012 (as amended, the “Financing Agreement”), to provide us with working capital. Under the Financing Agreement, SVB made a term loan in the principal amount of $2.0 million to us and has additionally
agreed to provide to us up to an additional $3.0 million under a revolving line of credit, subject to our maintenance of certain collateral ratios and financial covenants, as well as the availability of eligible accounts receivable against
which SVB may advance funds. Interest on outstanding borrowings under the Financing Agreement is payable at variable rates of interest equal to 1.75% over the published Wall Street Journal prime rate in the case of the term loan and 1.25% above
the Wall Street Journal prime rate on borrowings pursuant to the line of credit. All of our obligations to SVB are secured by a first priority security interest in substantially all of our assets. We currently anticipate that our available cash
resources, including the amount which remains outstanding under 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 originally borrowed $2.0 million under this Financing Agreement, we may need to draw down on the $3.0 million revolving line of credit or raise additional funds to fund potential acquisitions, more rapid expansion
and to develop new, or enhance existing, products and services or to respond to competitive pressures.
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We cannot assure you that we will be able to drawn down on the line of credit nor that any other additional financing will be available on terms favorable to us, or at all, nor that any
additional financing will satisfy our operating requirements. 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 use and consumption of business and financial information, in large part by those in the
financial services industry. The financial services industry, and the economy in general, has been experiencing uncertainty and depressed conditions since 2008. Although market conditions improved in 2010 and 2011, we believe the ongoing economic
weakness continues to cause uncertainty and pressure on discretionary spending. We are seeing customers maintain their focus on controlling or reducing spending as a result of the financial crisis and the challenging market conditions many of them
continue to face. Customers within the financial services industry that strive to reduce their operating costs may seek to reduce their spending on financial market data and related services. These decreases have resulted in slower growth of new
customers. In addition, the impact of the global economic conditions may cause existing clients to decrease in the future the volume of products and services they purchase from us. Any further downturn in the market or in general economic conditions
could adversely affect our business, financial results and cash flows.
Our XBRL strategic partnerships may limit our profit margins as
well as our customer solicitation abilities.
Costs relating to our joint XBRL compliance solution with our strategic
partners, including personnel and other resources dedicated to XBRL conversion and SEC compliance, may make our strategic partnership arrangements not as profitable as we expect. In addition, the customers we service through these arrangements are
often customers of the financial printer and not our direct clients. Also, existing and future customer solicitation arrangements may prevent us from directly soliciting business from a customer for a period of time after a particular partnership
agreement ends. If we do not successfully establish and maintain our strategic relationships on commercially reasonable terms relating to profit margins or if these relationships prevent us from soliciting customers following termination of an
agreement, our business, results of operations and financial condition could be materially adversely affected.
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
implementation and delivery processes and/or if we believe that we can create a relationship or product that could generate additional annual licensing or subscription 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.
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Risks associated with our strategic acquisition of UBmatrix, Inc. and other potential acquisitions could
adversely affect our business
We completed the acquisition of UBmatrix at the end of 2010 and we may make additional
acquisitions and strategic investments in the future. Acquisitions involve numerous risks, including difficulties in the assimilation of the operations and services of the acquired companies as well as the diversion of management’s
attention from other business concerns. In addition, there may be expenses incurred in connection with the acquisition and subsequent assimilation of operations and services and the potential loss of key employees of the acquired
company. There can be no assurance that our acquisitions will be successfully integrated into our operations. In addition, there can be no assurance that we will complete any future acquisitions or that acquisitions will contribute
favorably to our operations and financial condition.
Our ability to use net operating loss carryforwards to offset future taxable income
for U.S. federal income tax purposes is subject to limitation and may be limited further as a result of the merger with UBmatrix and sale of Series C stock.
In general, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses, or NOLs, to
offset future taxable income. In general, an ownership change occurs if the aggregate stock ownership of certain stockholders increases by more than 50% over such stockholders’ lowest percentage ownership during the testing period (generally
three years). Since inception, we have incurred net operating losses and have incurred no federal or state income tax expense. At December 31, 2011, we had approximately $51 million in federal net operating losses which will expire between 2012 and
2031, and approximately $49 million of state net operating loss carry forwards which will expire between 2012 and 2031. We have determined that we have experienced multiple ownership changes since inception, but do not believe that these changes in
ownership will restrict our ability to use the losses and credits within the carry forward period. Approximately $45 million of the total federal net operating loss is currently subject to annual limitations ranging from approximately $1.4 million
to $3.1 million per year. If we have further ownership changes, additional annual limitations on the use of our net operating loss carry-forwards may be imposed.
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
datasets, analysis tools and/or other data 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 the 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.
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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 standard. The SEC is currently considering a timeline for the
implementation of IFRS. A rapid adoption of IFRS for filings 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 reselling 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 other offerings through partnerships or redistributors. We also negotiate partnerships where our offerings are integrated directly into another organization’s products or services. While these arrangements are often efficient for us and the
partner or redistributor, as we grow sales together, we typically 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.
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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., WebFilings, 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 as competitors could claim to have an XBRL data set simply by putting the veneer of XBRL tags on their existing data set. This could 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 data 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 currently provides free access on its web site to raw EDGAR filings on a real-time basis. If the SEC were to make changes to it’s 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.
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 requiring
public reporting companies to tag their financial statements in XBRL. If the SEC changes 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.
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
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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.
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 Robert Farrell, our Chief Executive Officer, and David Price, our Chief Financial Officer and Chief Operating Officer, both 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.
Risks of out-sourcing internationally
We use offshore business outsourcing partners for services associated with our XBRL disclosure and our data and solutions businesses.
International operations are subject to inherent risks that could have a material adverse effect on our revenue or results of operations including unexpected changes in foreign laws and regulatory requirements, difficulties managing foreign
operations, natural disasters in developing countries and political and economic instability. Outsourcing to third parties internationally carries additional risks in that it could expose us to sub-optimal quality, missed deadlines or supply
disruptions, all with potential negative implications for our financial results.
Certain rights granted to the holders of our Series B and
Series C 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. If the Series C
Preferred Stock accrues dividends in full through January 15, 2015 and is fully converted into common stock, the Series C stockholders will own 9,529,123 shares of our common stock This represents 39% of total common stock outstanding at
March 1, 2012 on a fully diluted basis, including options outstanding and those 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.
18
In addition, certain terms of our Series B and Series C Preferred Stock may make it more
difficult for other stockholders to influence significant corporate decisions. For example, the holders of our Series B and Series C Preferred Stock:
|
|
•
|
|
are entitled to elect directors to our Board of Directors;
|
|
|
•
|
|
can prevent our issuance of securities with equal or superior rights, preferences or privileges to those of the Series B and Series C Preferred Stock;
|
|
|
•
|
|
can prevent the payment of dividends; and
|
|
|
•
|
|
can prevent a change in control of our company.
|
These rights (and all other rights and privileges relating to the Series B and Series C Preferred Stock) may adversely affect the value (or perceived value) of our shares of common stock and the interests
of person having this concentration of ownership may not always coincide with our interests or the interests of other stockholders
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.
We may face liability
for, or incur costs to defend, information published in our services.
We may be subject to claims for defamation, libel,
copyright or trademark infringement, fraud or negligence, or based on other theories of liability, in each case relating to the data and other information we publish in our services. Costs to defend or liability arising as a result of such claims
could have a material adverse effect on our results of operation.
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
19
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. 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 current 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,
20
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.
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 1, 2012, the highest closing sales
price of our common stock was $1.41 and the lowest closing sales price of our common stock was $0.31. 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.
Internal controls may be ineffective
Effective internal controls are necessary to provide reasonable assurance with respect to its financial reports and to effectively prevent fraud. Pursuant to the Sarbanes-Oxley Act of 2002, we are
required to furnish a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of such control. Internal control over financial reporting may not prevent or detect misstatements
because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation
and fair presentation of financial statements. In addition, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that the control may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we
experience difficulties in our implementation, our business and operating results could be adversely impacted.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
Our executive offices, development and operations personnel and our computer and communications equipment are located in Rockville,
Maryland where we lease approximately 14,200 square feet of office space under a lease which expires in August 2015, along with an additional 10,308 square feet of office space in the same building under a lease which expires in December 2013. In
addition, we entered into a lease in September 2011 for approximately 6,851 square feet of office space to house our sales, marketing and customer service personnel in New York, New York. We also have smaller offices which support our operations
Bellevue, Washington and Norwalk, Connecticut.
We believe that our physical properties are well maintained, in good operating
condition and adequate for their intended purposes.
21
ITEM 3. LEGAL PROCEEDINGS.
We may 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. MINE SAFETY DISCLOSURES
Not Applicable.
22
PART II
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 1, 2012, the closing sales price of our common stock on the NASDAQ Capital Market was $0.64.
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:
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|
|
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High
|
|
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Low
|
|
|
Fiscal Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
1.84
|
|
|
$
|
1.10
|
|
|
Second Quarter
|
|
$
|
2.12
|
|
|
$
|
1.24
|
|
|
Third Quarter
|
|
$
|
1.46
|
|
|
$
|
0.81
|
|
|
Fourth Quarter
|
|
$
|
1.26
|
|
|
$
|
1.00
|
|
|
Fiscal Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
1.57
|
|
|
$
|
1.18
|
|
|
Second Quarter
|
|
$
|
1.41
|
|
|
$
|
0.81
|
|
|
Third Quarter
|
|
$
|
1.10
|
|
|
$
|
0.60
|
|
|
Fourth Quarter
|
|
$
|
0.90
|
|
|
$
|
0.31
|
|
Holders
As of March 1, 2012, there were approximately 87 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.
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, 2011 with respect to compensation plans under which our equity
securities are authorized for issuance.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Securities
To Be
Issued Upon
Exercise Of
Outstanding
Options,
Warrants
and
Rights
|
|
|
Weighted
Average
Exercise
Price of
Outstanding
Options,
Warrants
and
Rights
|
|
|
Number Of
Securities
Remaining
Available
For Future
Issuance
|
|
|
Equity compensation plans approved by stockholders
|
|
|
4,277,126
|
(1)
|
|
$
|
1.45
|
|
|
|
4,766,474
|
(2)
|
|
Equity compensation plans not approved by stockholders
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,277,126
|
|
|
$
|
1.45
|
|
|
|
4,766,474
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes 27,755 options issued and outstanding under the 1996 Plan with a weighted average exercise price of $1.12 per share, 415,225 options issued
and outstanding under the 1999 Plan with a weighted average
|
23
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|
exercise price of $1.73 per share, 45,000 options issued and outstanding in the 1999 Directors Plan with a weighted average exercise price of $1.85 per share, and 3,789,146 shares outstanding
under the 2005 Plan with a weighted average exercise price of $1.42 per share. This number excludes 3,448,310 shares granted to our CEO, Robert Farrell, in March 2011, since these shares are not part of the 2005 Plan.
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(2)
|
Includes shares available for issuance under the 2005 Plan.
|
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative
5-year total return to 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 Inc and
Thestreet.com Inc. The graph assumes that the value of the investment in the Company’s common stock, in the peer group, and the index (including reinvestment of dividends) was $100 on 12/31/2006 and tracks it through 12/31/2011.
*$100 invested on 12/31/06 in stock or index-including reinvestment of dividends.
Fiscal year ending December 31.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/06
|
|
|
12/07
|
|
|
12/08
|
|
|
12/09
|
|
|
12/10
|
|
|
12/11
|
|
|
|
|
|
|
|
|
|
|
EDGAR Online, Inc.
|
|
|
100.00
|
|
|
|
97.14
|
|
|
|
35.71
|
|
|
|
42.86
|
|
|
|
34.29
|
|
|
|
11.43
|
|
|
Russell 2000
|
|
|
100.00
|
|
|
|
97.25
|
|
|
|
63.41
|
|
|
|
79.40
|
|
|
|
99.49
|
|
|
|
94.07
|
|
|
Peer Group
|
|
|
100.00
|
|
|
|
105.98
|
|
|
|
75.28
|
|
|
|
111.83
|
|
|
|
160.35
|
|
|
|
150.02
|
|
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
24
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, 2011 are derived from our audited consolidated financial statements. Historical results are not necessarily indicative of the results to be expected in the future.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
2007
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
|
(in thousands, except share and per share information)
|
|
|
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
XBRL filings
|
|
$
|
517
|
|
|
$
|
1,374
|
|
|
$
|
4,151
|
|
|
$
|
6,404
|
|
|
$
|
12,527
|
|
|
XBRL software (1)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,650
|
|
|
Data and solutions
|
|
|
7,996
|
|
|
|
9,334
|
|
|
|
8,409
|
|
|
|
7,583
|
|
|
|
7,613
|
|
|
Subscriptions
|
|
|
9,395
|
|
|
|
8,755
|
|
|
|
6,614
|
|
|
|
5,481
|
|
|
|
4,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
17,908
|
|
|
|
19,463
|
|
|
|
19,174
|
|
|
|
19,468
|
|
|
|
27,769
|
|
|
Cost of revenues
|
|
|
3,019
|
|
|
|
3,140
|
|
|
|
4,653
|
|
|
|
7,827
|
|
|
|
12,786
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
14,889
|
|
|
|
16,323
|
|
|
|
14,521
|
|
|
|
11,641
|
|
|
|
14,983
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative and development
|
|
|
18,257
|
|
|
|
16,616
|
|
|
|
12,844
|
|
|
|
15,237
|
|
|
|
20,752
|
|
|
Severance costs (2)
|
|
|
2,011
|
|
|
|
40
|
|
|
|
57
|
|
|
|
438
|
|
|
|
518
|
|
|
Amortization and depreciation
|
|
|
1,753
|
|
|
|
1,870
|
|
|
|
2,195
|
|
|
|
2,913
|
|
|
|
3,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(7,132
|
)
|
|
|
(2,203
|
)
|
|
|
(575
|
)
|
|
|
(6,947
|
)
|
|
|
(9,606
|
)
|
|
Interest income (expense) and other, net
|
|
|
(231
|
)
|
|
|
(456
|
)
|
|
|
(375
|
)
|
|
|
(282
|
)
|
|
|
(161
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(7,363
|
)
|
|
|
(2,659
|
)
|
|
|
(950
|
)
|
|
|
(7,229
|
)
|
|
|
(9,767
|
)
|
|
Dividends and accretion on preferred stock
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,420
|
)
|
|
|
(3,073
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss to common stockholders
|
|
$
|
(7,363
|
)
|
|
$
|
(2,659
|
)
|
|
$
|
(950
|
)
|
|
$
|
(8,649
|
)
|
|
$
|
(12,840
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss to common stockholders per share—basic and diluted
|
|
$
|
(0.28
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.43
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding—basic and diluted (3)
|
|
|
26,023
|
|
|
|
26,387
|
|
|
|
26,760
|
|
|
|
26,974
|
|
|
|
30,044
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
2007
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
3,568
|
|
|
$
|
2,062
|
|
|
$
|
2,101
|
|
|
$
|
10,765
|
|
|
$
|
5,418
|
|
|
Investments
|
|
$
|
210
|
|
|
$
|
220
|
|
|
$
|
222
|
|
|
$
|
226
|
|
|
$
|
229
|
|
|
Working capital (deficit)
|
|
$
|
(853
|
)
|
|
$
|
(1,978
|
)
|
|
$
|
(1,485
|
)
|
|
$
|
5,413
|
|
|
$
|
1,490
|
|
|
Total assets
|
|
$
|
15,621
|
|
|
$
|
13,006
|
|
|
$
|
12,183
|
|
|
$
|
30,249
|
|
|
$
|
24,756
|
|
|
Long-term debt, including current portion
|
|
$
|
2,406
|
|
|
$
|
2,323
|
|
|
$
|
1,908
|
|
|
$
|
1,437
|
|
|
$
|
1,833
|
|
|
Redeemable preferred stock
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
19,431
|
|
|
$
|
22,504
|
|
|
Stockholders’ equity/deficit
|
|
$
|
5,040
|
|
|
$
|
3,704
|
|
|
$
|
4,109
|
|
|
$
|
801
|
|
|
$
|
(8,704
|
)
|
|
(1)
|
We had software revenue for the first time in 2011 as a result of the UBmatrix acquisition in November 2010.
|
|
(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 the termination of employment of our former CEO and other workforce reductions and $396 related to the termination of employment of our former CFO and COO. In 2008 and 2009, we accrued $40 and $57, respectively, of severance costs
related to workforce reductions. In 2010, we accrued $187 of severance costs related to the resignation of our CFO and $251 related to other workforce reductions. In 2011, we accrued $263 of severance costs related to the termination of our CTO and
$255 related to operational and organization structure changes.
|
|
(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 3,343,973, 3,732,772, 3,883,048, 6,899,322 and 8,175,436 for the years ended December 31, 2007, 2008, 2009, 2010 and 2011, respectively.
|
25
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 recognize revenue from providing the following services:
XBRL Filings.
Our XBRL filings solutions provide 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 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 fee arrangements 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. Since then, we have signed agreements with PR Newswire, Business Wire and Merrill Communications. We are exploring other potential XBRL partnerships and distribution
agreements. We plan to structure our future agreements on the model we signed with other financial printers in which we receive minimum filings fees and/or minimum conversion jobs; however, we may on occasion sign contracts without minimums where we
believe the relationship will not be material to our capacity or revenues, or where doing so would otherwise be advantageous to our interests.
XBRL Software.
Our XBRL software revenues are derived from the licensing of XBRL software products, the maintenance and support of those software products and the performance of other professional
services related to the software. The Company’s software is typically licensed with associated maintenance and support revenues. As there is not sufficient vendor-specific objective evidence to support the separate determination of the fair
value of the license fee and undelivered maintenance and support, the total revenues are recognized ratably over a respective support period, dependent on whether the services represent a separate unit of accounting. Revenue is recognized when
persuasive evidence of an arrangement exists, product delivery has occurred or services have been rendered, the sale price is fixed or determinable, and collectability is reasonably assured. If any of the criteria have not been met, then revenue is
deferred until such time as all criteria have been met.
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
26
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 configuration 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 set up
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.
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.
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Total revenues
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
Cost of revenues
|
|
|
24
|
|
|
|
40
|
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
76
|
|
|
|
60
|
|
|
|
54
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
16
|
|
|
|
14
|
|
|
|
11
|
|
|
Product development
|
|
|
10
|
|
|
|
10
|
|
|
|
18
|
|
|
General and administrative
|
|
|
41
|
|
|
|
55
|
|
|
|
46
|
|
|
Severance costs
|
|
|
—
|
|
|
|
2
|
|
|
|
2
|
|
|
Amortization and depreciation
|
|
|
12
|
|
|
|
15
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(3
|
)
|
|
|
(36
|
)
|
|
|
(34
|
)
|
|
Interest and other, net
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(14
|
)%
|
|
|
(5
|
)%
|
|
|
(35
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPARISON OF THE YEARS 2009, 2010 and 2011 in thousands
REVENUES
Total revenues for the year ended December 31, 2011
increased 43% to $27,769 from $19,468 for the year ended December 31, 2010. The net increase in revenues was primarily attributable to a $6,123, or 96%, increase in XBRL filings revenues, and a $2,650 new revenue stream from sales of our XBRL
software acquired in our 2010 acquisition of UBmatrix which was offset by a $502, or 9%, decrease in subscriptions.
27
Total revenues for the year ended December 31, 2010 increased 2% to $19,468, from
$19,174 for the year ended December 31, 2009. The net increase in revenues was primarily attributable to a $2,253, or 54%, increase in XBRL filings revenues which was offset by a $1,133, or 17%, decrease in subscriptions and a $826, or 10%,
decrease in data and solutions.
XBRL Filings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Revenues
|
|
$
|
4,151
|
|
|
$
|
6,404
|
|
|
$
|
12,527
|
|
|
Percentage of total revenue
|
|
|
22
|
%
|
|
|
33
|
%
|
|
|
45
|
%
|
The increase in filings revenues in the year ended December 31, 2011 was a result of the continued
implementation of the SEC mandate for companies to file their financial reports in XBRL. During 2011, all SEC filing companies were required to submit XBRL filings. The final stage of the implementation was for all remaining companies to file in
XBRL for quarters ending after June 15, 2011. Additionally, the second tier of companies were first required to file detailed footnotes in XBRL for quarters ending after June 15, 2011.
The increase in filings revenues in the year ended December 31, 2010 was due to both an increased number of filings and the addition
of more complex filings. The companies that initially began filing in 2009 increased their number of filings in 2010 as well as added detailed footnotes beginning with the quarter ended after June 15, 2010. Also, a second tier of companies were
required to start filing in XBRL beginning with the quarter ended after June 15, 2010.
XBRL Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Revenues
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
2,650
|
|
|
Percentage of total revenue
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
10
|
%
|
The XBRL software revenues result from the acquisition of software products through the UBmatrix
acquisition which was completed in the fourth quarter of 2010. As such, there were no corresponding revenues in the prior years.
Data and
Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Revenues
|
|
$
|
8,409
|
|
|
$
|
7,583
|
|
|
$
|
7,613
|
|
|
Percentage of total revenue
|
|
|
44
|
%
|
|
|
39
|
%
|
|
|
27
|
%
|
Data and solutions revenues increased for the year ended December 31, 2011, primarily due to an
increased level of sales team focus during the year, which resulted in a higher renewal rate and a number of additional customers in the year.
The decrease in data and solutions revenues for the year ended December 31, 2010 was primarily due to a decrease in data solutions revenues resulting from the loss of one large contract. Although the
number of data license contracts has increased, the revenues from data licenses decreased from prior year as there were several large customer cancellations in 2009.
28
Subscriptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Revenues
|
|
$
|
6,614
|
|
|
$
|
5,481
|
|
|
$
|
4,979
|
|
|
Percentage of total revenue
|
|
|
34
|
%
|
|
|
28
|
%
|
|
|
18
|
%
|
The net decreases in subscription revenues for the years ended December 31, 2011 and 2010 were due
to a decrease across all of our EDGAR Pro subscription products and EDGAR Access, our retail service. Revenues from our premium subscription product, I-Metrix, increased from 2010 to 2011 as a result of the focused efforts of a new sales team
recruited in the first quarter of 2011. Our subscription business continued to be impacted by unprecedented business and workforce reductions in the financial services community over the past few years and the recent and continuing economic downturn
in general. While we continue to add new subscribers to all of our subscription products, cancellations exceeded these new sales in 2011.
COST OF REVENUES
Cost
of revenues primarily consists of salaries and benefits of operations employees to create XBRL filings and produce data sets, fees paid to acquire data and the amortization of costs related to developing our I-Metrix products that were previously
capitalized.
Total cost of revenues for the year ended December 31, 2011 increased $4,959, or 63%, to $12,786 from
$7,827 for the year ended December 31, 2010. The net increase in cost of revenues was primarily due to a $1,970 increase in payroll related expenses related primarily to supporting our XBRL filings business and a $2,989 increase in XBRL filings
business related production costs for offshore personnel primarily related to our contract with Sungard.
Total cost of
revenues for the year ended December 31, 2010 increased $3,174, or 68%, to $7,827 from $4,653 for the year ended December 31, 2009. The net increase in cost of revenues was primarily due to a $2,970 increase in payroll related expenses
related to supporting our XBRL filings business and a $191 increase in XBRL related production costs.
GROSS PROFIT
Gross profit for the year ended December 31, 2011 increased $3,342, or 28%, to $14,983 from $11,641 for the year ended
December 31, 2010. The gross profit percentage decreased to 54% for the year ended December 31, 2011 from 60% for the year ended December 31, 2010. The decreases in the gross profit percentages were due to the higher costs related to
delivery of XBRL filings revenues, which have increased as a percentage of total revenues. We expect our gross profit percentages will continue to decline as we increase our XBRL business since the gross profit margins related to the XBRL business
are lower than our historical gross profit margins from our data and subscription businesses.
Gross profit for the year ended
December 31, 2010 decreased $2,880, or 20%, to $11,641 from $14,521 for the year ended December 31, 2009. The gross profit percentage decreased to 60% for the year ended December 31, 2010 from 76% for the year ended December 31,
2009. The decreases in the gross profit percentages were due to the higher costs related to delivery XBRL filings revenues, which have increased as a percentage of total revenues. We expect our gross profit percentages will continue to decline as we
increase our XBRL business since the gross profit margins related to the XBRL business are lower than our historical gross profit margins from our data and subscription businesses.
29
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, 2011 increased $346, or 13%, to $3,059, from $2,713 for the year ended December 31, 2010. The net increase was primarily due to a $248 increase in payroll related expenses and a $48
increase in stock compensation expense. Sales and marketing expenses for the year ended December 31, 2010 decreased $404, or 13%, to $2,713, from $3,117 for the year ended December 31, 2009. The net decrease was primarily due to a $328
decrease in payroll related expenses and a $144 decrease in stock compensation expense which were partially offset by a $73 increase in professional fees.
Development
. Development expenses, which consist primarily of salaries and benefits and outside development costs, for the year ended December 31, 2011 increased $3,040, or 164%, to $4,892,
from $1,852 for the year ended December 31, 2010. The net increase was primarily due to a full year effect of development payroll related expenses from the UBmatrix acquisition that was completed in November 2010. Development expenses for the
year ended December 31, 2010 decreased $26, or 1%, to $1,852, from $1,878 for the year ended December 31, 2009. The net decrease was primarily due to a $67 decrease in stock compensation expense and a $38 decrease in professional fees from
external vendors which were partially offset by a $78 increase in payroll related expenses.
General and
Administrative
. General and administrative expenses consist primarily of salaries and benefits, insurance, fees for professional services, general corporate expenses and facility expenses. General and administrative expenses for the year ended
December 31, 2011 increased $2,129, or 20%, to $12,801, from $10,672 for the year ended December 31, 2010. The net increase was primarily due to a $1,389 increase in stock compensation expense, a $1,058 increase in payroll related
expenditures, offset by a $321 decrease in bad debt expense. General and administrative expenses for the year ended December 31, 2010 increased $2,823, or 36%, to $10,672, from $7,849 for the year ended December 31, 2009. The net increase
was primarily due to approximately $620 of costs related to the UBmatrix acquisition as well as a $633 increase in stock compensation expense, a $575 increase in payroll related expenditures, a $527 increase in other professional fees, a $151
increase in rent and a $111 increase in insurance expenses.
Severance Costs
. For the year ended December 31,
2011, we recognized $263 of severance costs related to the termination of employment of our former Chief Technology Officer. We also recognized $255 of severance costs related to operational and organization structure changes. In 2010, we accrued
$187 of severance costs related to the resignation of our CFO and $251 related to other workforce reductions. In 2009 we accrued $57 of severance costs related to workforce reductions.
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, 2011 increased $406, or 14%, to $3,319 from $2,913 from the year ended December 31, 2010 primarily as a result of increased
amortization of capitalized development costs as well as increased capital expenditures. Depreciation and amortization for the year ended December 31, 2010 increased $718, or 33%, to $2,913 from $2,195 from the year ended December 31, 2009
primarily as a result of increased amortization of capitalized development costs as well as increased capital expenditures.
LIQUIDITY AND
CAPITAL RESOURCES
Net cash used by operating activities was $3,535 for the year ended December 31, 2011 compared to
net cash used by operating activities of $1,723 for the year ended December 31, 2010. This was primarily due to the increase in net loss for the year ended December 31, 2011 resulting from our increased investment in our XBRL filings
business as well as increase to our technical development staff.
30
Net cash used in investing activities was $2,208 for the year ended December 31, 2011
compared to $416 for the year ended December 31, 2010. The increase for the year ended December 31, 2011 was due primarily to the fact that in the 2010 acquisition of UBmatrix we acquired $2,531 cash to offset the majority of capital
expenditures. Excluding the $2,531 cash we acquired last year, net cash used in investing activities decreased $739 due to lower capitalized product development costs. On November 22, 2010, we acquired UBmatrix and received $2,531 of which,
$2,000 related to the issuance of Series C Preferred Stock. As part of the consideration for UBmatrix, we issued 87,016 shares of preferred stock which are convertible by dividing the purchase price per share plus accrued dividends by a conversion
price of $1.45 per share. Under certain conditions, we may be required to redeem all or part of the Series C Preferred Shares at fair value (see
Note 10, Redeemable Preferred Stock
of the accompanying notes to consolidated financial
statements).
Net cash provided by financing activities was $396 for the year ended December 31, 2011 compared to net
cash provided of $10,803 for the year ended December 31, 2010. The decrease was due primarily to the issuance of Series B Preferred Stock in 2010 in return for $12,000 cash, offset by a $2,000 bank loan taken out in 2011 and repayment of prior
bank loan of $1,604 (see
Note 8,Long-Term Debt
of the accompanying notes to consolidated financial statements) . On January 28, 2010 we issued 120,000 shares of our Series B Preferred Stock for $12,000, offset by fees incurred of $768.
Generally, each Series B Preferred Share is convertible into shares of our common stock determined by dividing the purchase price per share plus accrued dividends by a conversion price of $1.10 per share. Under certain conditions, we may be required
to redeem all or part of the Series B Preferred Shares at fair value (see
Note10, Redeemable Preferred Stock
of the accompanying notes to consolidated financial statements). We have used a substantial portion of the proceeds from the issuance
to support investment in personnel, infrastructure, training and other costs related to our XBRL filings business throughout 2011.
At December 31, 2011, we had cash and cash equivalents on hand of $5,418. We have no off-balance sheet arrangements at December 31, 2011. We believe that our existing capital resources will be
sufficient to meet our anticipated cash needs for funding working capital needs, capital expenditures and debt obligations for at least the next 12 months. Thereafter, if the remaining cash from the proceeds from our Series B preferred stock
issuance and UBmatrix acquisition and cash generated from operations is insufficient to satisfy our liquidity requirements, we may need to raise additional funds through public or private financings, strategic relationships or other arrangements.
There can be no assurance that such additional funding, if needed, will be available on terms attractive to us, or at all. The failure to raise capital when needed could materially adversely affect our business, results of operations and financial
condition. If additional funds are raised through the issuance of equity securities, the percentage ownership of our then-current stockholders would be reduced.
Our future contractual obligations, including variable rate debt and interest estimated at 5.0%, at December 31, 2011 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
|
Total
|
|
|
Less than
1 Year
|
|
|
Years
1-3
|
|
|
Years
4-5
|
|
|
More than 5
Years
|
|
|
Long-term debt, including interest
|
|
$
|
1,963
|
|
|
$
|
743
|
|
|
$
|
1,220
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Operating lease obligations
|
|
|
5,283
|
|
|
|
1,798
|
|
|
|
3,123
|
|
|
|
362
|
|
|
|
—
|
|
|
Severance agreements
|
|
|
244
|
|
|
|
244
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
7,490
|
|
|
$
|
2,785
|
|
|
$
|
4,343
|
|
|
$
|
362
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
31
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.
The Company derives revenues from four primary sources: XBRL filing processing fees, XBRL software fees, data and solutions fees and web
services subscriptions fees. The Company recognizes XBRL filings revenue from fixed fees on a ratable basis as well as perfiling fees as the services are provided. The Company’s software revenues are derived from the licensing of software
products, the maintenance and support of those software products and the performance of other professional services. The Company’s software is typically licensed with associated maintenance and support revenues. As there is not sufficient
vendor-specific objective evidence to support the separate determination of the fair value of the license fee and undelivered maintenance and support, the total revenues are recognized ratably over the support period. The Company’s professional
services revenues are either recognized as they are performed or ratably over a respective support period, dependent on whether the services represent a separate unit of accounting. Revenue from data licenses is recognized over the term of the
underlying contracts. The Company’s data solutions sometimes involve upfront onetime customization fees along with more traditional data licensing arrangements for the ongoing delivery of the data solution. In addition, some of the
Company’s 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. Revenue from subscriptions is recognized ratably over the subscription period, which is typically twelve months.
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 on reviewing our 3 reporting units which comprise of (i) XBRL Filings,
(ii) XBRL software, and (iii) Data and Solutions and Subscriptions and estimating their fair value for comparison against their net asset carrying values. In estimating the fair values of our 3 reporting units we take into account the
anticipated post tax cash flows of each reporting unit determined from our estimates of their future growth rates and operating margins. The Company’s discounted cash flows required management judgment with respect to forecasted sales, launch
of new products, gross margin, selling, general and administrative expenses, capital expenditures and the selection and use of an appropriate discount rate. The Company utilized its weighted average cost of capital as the discount rate for the
projected future cash flows and its median revenue and earnings multiples under the market approach. The net assets attributable to each reporting unit are determined based upon our estimate of the assets and liabilities of the Company that are
attributable to deriving their free cash flows. In addition we compare our estimates of the total fair values of our reporting units to the market capitalization of the Company. The
32
Company’s assessment resulted in a fair value that was greater than the Company’s carrying value at December 31, 2011. In accordance with the authoritative literature, the second
step of the impairment test was not required to be performed and no impairment of goodwill was recorded as of December 31, 2011. 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
In January 2010, an update was issued to the Fair Value Measurements and Disclosures Topic, ASC 820, ASU 2010-06, “Improving Disclosures about Fair Value Measurements,” which requires new
disclosures for fair value measurements and provides clarification for existing disclosures requirements. More specifically, this update requires (a) an entity to disclose separately the amounts of significant transfers in and out of Levels 1
and 2 fair value measurements and to describe the reasons for the transfers; and (b) information about purchases, sales, issuances and settlements to be presented separately (i.e., present the activity on a gross basis rather than net) in the
reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs). This update clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair
value and requires disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs. This update was effective for the Company on
January 1, 2010, except for Level 3 reconciliation disclosures which went into effect on January 1, 2011. On January 1, 2011 the Company adopted this update, which did not have a material impact on the disclosures to the condensed
consolidated financial statements.
In December 2010, an update was made to the Intangibles—Goodwill and Other Topic, ASC
350, ASU 2010-28, “Goodwill Impairment Testing in Reporting Units with a Zero or Negative Carrying Amount,” which provides guidance for all entities that have recognized goodwill and have one or more reporting units whose carrying amount
for purposes of performing Step 1 of the goodwill impairment test is zero or negative. The update modifies Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than
not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The
qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair
value of a reporting unit below its carrying amount. This update became effective for us on January 1, 2011. This accounting update did not have a material effect on our consolidated financial statements, although that could change.
The FASB recently issued ASU 2011-05,
Presentation of Comprehensive Income
, which requires entities to present comprehensive
income either in a single continuous financial statement or in two separate but consecutive financial statements. Entities will no longer have the option under U.S. GAAP to present components of other comprehensive income (OCI) as part of the
statement of changes in shareholders’ equity. In addition, the amended guidance requires entities to show the effects of items reclassified from OCI to net income on the face of the financial statements. Public entities are required to adopt
the amended guidance in fiscal years, and in interim periods within those years, beginning after December 15, 2011. Nonpublic entities must adopt the
33
guidance in fiscal years ending after December 15, 2012 and in interim and annual periods thereafter. Early adoption is permitted, and retrospective application is required. The adoption of
these changes had no impact on our consolidated financial statements.
The amendments to ASC 350-20,
Intangibles—Goodwill and Other: Goodwill
simplified the current two-step goodwill impairment test previously required by ASC 350-20, by permitting entities to first perform a qualitative assessment to determine whether it is more likely
than not (a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. Based on the results of the qualitative assessment, if the entity determines that it is more likely than not that the fair
value of a reporting unit is less than its carrying amount, it would then perform the first step of the goodwill impairment test; otherwise, no further impairment test would be required. The adoption of these changes had no impact on our
consolidated financial statements.
On February 28, 2011, the Company adopted changes to the disclosure of pro forma
information for business combinations ASU 2010-29, “Business Combinations—Disclosure of Supplementary Pro-Forma Information”, issued by the FASB. These changes clarify that if a public entity presents comparative financial statements,
the entity should disclose revenue and earnings of the combined entity as though the business combination, that occurred during the current year, had occurred as of the beginning of the comparable prior annual reporting period only. For the Company,
this would be as of January 1, 2010. See Note 3—“Acquisitions.” Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments
directly attributable to the business combination included in the reported pro forma revenue and earnings, if any. The adoption of these changes had no impact on our consolidated financial statements.
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 consolidated financial statements.
We experience changes in interest expense when market interest rates change as
interest on our current debt facility is calculated at 1.75% over the Wall Street Journal prime rate. We believe that any change in interest rates would not have a material effect on our financial statements.
Currency Rate Fluctuations
Our results of operations, financial position and cash flows are not materially affected by changes in the relative values of non-U.S. currencies to the U.S. dollar. We do not use any derivative financial
instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements required by this Item 8 are set forth in Item 15 of this Annual Report. All information
which has been omitted is either inapplicable or not required.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
34
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the design and effectiveness of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of Exchange Act, as of the end of the period covered by this Quarterly Report. Based on the evaluation of our disclosure controls and procedures, our Chief Executive
Officer and Chief Financial Officer have concluded that as of December 31, 2011 our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the
Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed by us in the reports we file or submit under the Exchange Act, is
accumulated and communicated to our management, including our principle executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 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, 2011. 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 the 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
We hired our new Chief Executive Officer, Robert J. Farrell, effective March 28, 2011. On that date, Mark Maged resigned as Chairman of the Board of Directors and assumed the newly created role of
Lead Independent Director. John M. Connolly, a member of our Board of Directors who had functioned as our interim Chief Executive Officer and President since September 30, 2010, assumed the position of Chairman of the Board of Directors as of
that date. In addition, on May 23, 2011, we hired Mark Murphy as Vice President Finance and Controller. There were no other 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
Because of their inherent limitations, disclosure controls and procedures and internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
ITEM 9B. OTHER INFORMATION.
None.
35
PART III
The information required by Item 10 (Directors, Executive Officers, Corporate Governance and Section 16a), Item 11
(Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence) and Item 14
(Principal Accounting Fees and Services) of this Annual Report on Form 10-K is incorporated by reference from our definitive Proxy Statement for our 2012 Annual Meeting of Stockholders which will be filed not later than 120 days after the
close of our year ended December 31, 2011.
36
PART IV
|
ITEM
|
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a) Exhibits
|
|
|
|
|
|
|
Exhibit
Number
|
|
|
Description
|
|
|
|
|
|
2.1
|
|
|
Agreement and Plan of Merger, dated as of June 23, 2010, by and among the Registrant, UBM Acquisition Corp., UBmatrix, Inc. and the Stockholders’ Representative (as defined
therein) (1)
|
|
|
|
|
|
2.2
|
|
|
Amendment No. 1, dated as of October 20, 2010, to the Agreement and Plan of Merger, dated as of June 23, 2010, by and among the Registrant, UBM Acquisition Corp., UBmatrix, Inc.
and the Stockholders’ Representative (as defined therein) (2)
|
|
|
|
|
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation (3)
|
|
|
|
|
|
3.2
|
|
|
Amended and Restated Bylaws of the Registrant, dated January 28, 2010 (4)
|
|
|
|
|
|
3.3
|
|
|
Amendment to Amended and Restated Certificate of Incorporation (5)
|
|
|
|
|
|
3.4
|
|
|
Certificate of Designation of Series A Preferred Stock of the Registrant (6)
|
|
|
|
|
|
3.5
|
|
|
Certificate of Designation of Series B Convertible Preferred Stock of the Registrant (4)
|
|
|
|
|
|
3.6
|
|
|
Certificate of Designation of Series C Convertible Preferred Stock of the Registrant (7)
|
|
|
|
|
|
3.7
|
|
|
Amendment to Amended and Restated Certificate of Incorporation (8)
|
|
|
|
|
|
4.1
|
|
|
Form of Specimen Stock Certificate for Registrant’s Common Stock (3)
|
|
|
|
|
|
4.2
|
|
|
Amended and Restated Investor Rights Agreement, dated November 22, 2010 (8)
|
|
|
|
|
|
10.1
|
|
|
Form of Indemnity Agreement entered into between the Registrant and its Directors and senior management (9)
|
|
|
|
|
|
10.2
|
|
|
Trademark License Agreement dated March 26, 1999 between the U.S. Securities and Exchange Commission and the Registrant (3)
|
|
|
|
|
|
10.3
|
|
|
1996 Stock Option Plan (10)%
|
|
|
|
|
|
10.4
|
|
|
1999 Stock Option Plan (3)%
|
|
|
|
|
|
10.5
|
|
|
1999 Outside Directors Stock Option Plan (3)%
|
|
|
|
|
|
10.6
|
|
|
Third Amendment to Office Building Lease by and between PRIM Rockville Pike, LLC and the Registrant (3)
|
|
|
|
|
|
10.7
|
|
|
2005 Stock Award and Incentive Plan (11)%
|
|
|
|
|
|
10.8
|
|
|
Amendment #1 to 2005 Stock Award and Incentive Plan (12)
|
|
|
|
|
|
10.9
|
|
|
Services Agreement, dated as of September 30, 2008, between the Registrant and R.R. Donnelley & Sons Company (13)+
|
|
|
|
|
|
10.9
|
|
|
Renewal Agreement to Trademark License Agreement between the Registrant and the U.S. Securities and Exchange Commission, dated as of March 10, 2009 (14)
|
|
|
|
|
|
10.10
|
|
|
Amendment #2 to 2005 Stock Award and Incentive Plan, dated June 10, 2009 (15)%
|
|
|
|
|
|
10.11
|
|
|
Amendment No. 1, dated December 30, 2009, to the Services Agreement, dated September 30, 2008, between the Registrant and R.R. Donnelley & Sons Company
(16)+
|
37
|
|
|
|
|
|
|
Exhibit
Number
|
|
|
Description
|
|
|
|
|
|
10.12%
|
|
|
Separation of Employment and General Release Agreement, dated as of March 19, 2010 and effective as of March 31, 2010, between the Registrant and John C. Ferrara
(17)%
|
|
|
|
|
|
10.13
|
|
|
Series C Preferred Stock Purchase Agreement, dated June 23, 2010 (1)
|
|
|
|
|
|
10.14
|
|
|
Consulting Agreement, dated as of April 12, 2010, between the Registrant and Ronald P. Fetzer (18)%
|
|
|
|
|
|
10.15
|
|
|
Agreement, dated as of October 13, 2010, between the Registrant and Philip Moyer (19)%
|
|
|
|
|
|
10.16
|
|
|
Amendment No. 2, dated October 29, 2010, to the Services Agreement, dated September 30, 2008, between the Registrant and R.R. Donnelley & Sons
Company(8)+
|
|
|
|
|
|
10.17
|
|
|
Amendment No. 3 to 2005 Stock Award and Incentive Plan, dated November 22, 2010 (20)%
|
|
|
|
|
|
10.18
|
|
|
Employment Agreement, dated June 25, 2010, between the Registrant and David Price (21)%
|
|
|
|
|
|
10.19
|
|
|
Strategic Alliance Agreement, dated February 2, 2010, between the Registrant and PR Newswire Association LLC (22)+
|
|
|
|
|
|
10.20
|
|
|
Amendment No. 1, dated January 31, 2011 to Strategic Alliance Agreement dated February 2, 2010, between the Registrant and PR Newswire Association LLC (22)+
|
|
|
|
|
|
10.21
|
|
|
Employment Agreement, dated March 1, 2011, between the Registrant and Robert Farrell (23)%
|
|
|
|
|
|
10.22
|
|
|
Loan and Security Agreement, dated May 3, 2011, between the Registrant and Silicon Valley Bank (24)
|
|
|
|
|
|
10.23
|
|
|
Amendment No. 3., dated May 10, 2011, to the Services Agreement, dated September 30, 2008, between the Registrant and R.R. Donnelley & Sons Company (25)+
|
|
|
|
|
|
21.1
|
|
|
Subsidiaries of the Registrant@
|
|
|
|
|
|
23.1
|
|
|
Consent of BDO USA, LLP@
|
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002@
|
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002@
|
|
|
|
|
|
32.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002@
|
|
|
|
|
|
32.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002@
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document***
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document***
|
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Presentation Linkbase Document***
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Label Linkbase Document***
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Calculation Linkbase Document***
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document***
|
|
%
|
Compensatory plan or arrangement
|
|
***
|
Submitted electronically herewith
|
|
+
|
Confidential treatment has been requested for or granted as to certain portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.
|
38
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible
Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2010 and December 31, 2011, (ii) Consolidated Statements of Operations for the years ended December 31, 2009, 2010 and 2011,
(iii) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2009, 2010 and 2011, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2010 and 2011 and
(v) Notes to Consolidated Financial Statements. Users of these 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 Current Report on Form 8-K dated June 29, 2010, and incorporated by reference herein.
|
|
(2)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated October 21, 2010, and incorporated by reference herein.
|
|
(3)
|
Filed as an exhibit to Amendment No. 1 to Registrant’s Registration Statement on Form S-1, as filed with the Commission on May 7, 1999, and incorporated
by reference herein.
|
|
(4)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated January 29, 2010, 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.
|
|
(5)
|
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.
|
|
(6)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated March 29, 2005, and incorporated by reference herein.
|
|
(7)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated November 26, 2010, and incorporated by reference herein.
|
|
(8)
|
Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010, and incorporated by reference herein.
|
|
(9)
|
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.
|
|
(10)
|
Filed as an exhibit to the Registrant’s Registration Statement on Form S-1, as filed with the Commission on March 30, 1999, and incorporated herein by
reference.
|
|
(11)
|
Filed as an exhibit to the Registrant’s Definitive Proxy Statement on Schedule 14A dated May 31, 2005, 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, 2008, and incorporated by reference herein.
|
|
(13)
|
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.
|
|
(14)
|
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.
|
|
(15)
|
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.
|
|
(16)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed January 4, 2010 and incorporated by reference herein.
|
39
|
(17)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 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, 2010 and incorporated by reference herein.
|
|
(19)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated October 14, 2010, and incorporated by reference herein.
|
|
(20)
|
Filed as Annex C to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on October 20, 2010, and incorporated by
reference herein.
|
|
(21)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed July 6, 2010, and incorporated by reference herein.
|
|
(22)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and incorporated by reference herein.
|
|
(23)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed March 8, 2011, and incorporated by reference herein.
|
|
(24)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed May 5, 2011, and incorporated by reference herein.
|
|
(25)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, 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 F-1 to F-19 to this Form 10-K. The financial
statement schedule required by Regulation S-X follows.
40
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
EDGAR ONLINE, INC.
Financial Statement Schedule
Valuation and Qualifying Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Balance at
Beginning
of Period
|
|
|
Charged To
Costs and
Expenses
|
|
|
Deductions (1)
|
|
|
Balance at
End of Period
|
|
|
|
|
(in thousands)
|
|
|
Allowance for Doubtful Accounts Receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2009
|
|
$
|
312
|
|
|
|
590
|
|
|
|
(558
|
)
|
|
$
|
344
|
|
|
Year ended December 31, 2010
|
|
$
|
344
|
|
|
|
540
|
|
|
|
(357
|
)
|
|
$
|
527
|
|
|
Year ended December 31, 2011
|
|
$
|
527
|
|
|
|
219
|
|
|
|
(267
|
)
|
|
$
|
479
|
|
|
(1)
|
Write-offs of receivables.
|
All
other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted because they are not required under the related instructions or are inapplicable, or because the
information has been provided in the Financial Statement or the Notes thereto.
41
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
EDGAR Online, Inc.
|
|
|
|
|
By:
|
|
/
S
/ R
OBERT
J.
F
ARRELL
|
|
|
|
Robert J. Farrell
|
|
|
|
President and Chief Executive Officer
Date: March 13, 2012
|
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.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/
S
/ R
OBERT
J.
F
ARRELL
Robert J. Farrell
|
|
President and Chief Executive Officer
|
|
March 13, 2012
|
|
|
|
|
|
/
S
/ D
AVID
J.
P
RICE
David J. Price
|
|
Chief Financial Officer and Chief Operating Officer
|
|
March 13, 2012
|
|
|
|
|
|
/
S
/ J
OHN
M.
C
ONNOLLY
John M. Connolly
|
|
Chairman of the Board of Directors
|
|
March 13, 2012
|
|
|
|
|
|
/
S
/ A
LFRED
R.
B
ERKELEY
III
Alfred R. Berkeley III
|
|
Director
|
|
March 13, 2012
|
|
|
|
|
|
/
S
/ H
ARRY
D.
C
OPPERMAN
Harry D. Copperman
|
|
Director
|
|
March 13, 2012
|
|
|
|
|
|
/
S
/ E
RIC
B.
H
ERR
Eric B. Herr
|
|
Director
|
|
March 13, 2012
|
|
|
|
|
|
/
S
/ M
ARK
M
AGED
Mark Maged
|
|
Director
|
|
March 13, 2012
|
|
|
|
|
|
/
S
/ B
ARRY
S
CHULER
Barry Schuler
|
|
Director
|
|
March 13, 2012
|
|
|
|
|
|
/
S
/ J
EFFREY
S
CHWARTZ
Jeffrey Schwartz
|
|
Director
|
|
March 13, 2012
|
42
EDGAR ONLINE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
EDGAR Online, Inc.
Rockville, Maryland
We have audited the accompanying consolidated balance sheets of EDGAR Online, Inc. and Subsidiaries (the “Company”) as of
December 31, 2011 and 2010 and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2011. In connection with our
audits of the financial statements, we have also audited the financial statement schedule included in Item 15 of the Form 10-K. These consolidated financial statements and schedule are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our
audits 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 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, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements and schedule. 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, 2011 and 2010, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2011
,
in conformity with accounting principles
generally accepted in the United States of America.
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 USA, LLP
|
|
March 13, 2012
|
|
Bethesda, Maryland
|
F-2
EDGAR ONLINE, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2010
|
|
|
December 31,
2011
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
10,765
|
|
|
$
|
5,418
|
|
|
Short-term investments
|
|
|
226
|
|
|
|
229
|
|
|
Accounts receivable, less allowance of $527 at December 31, 2010 and $479 at December 31, 2011
|
|
|
3,988
|
|
|
|
4,823
|
|
|
Other current assets
|
|
|
218
|
|
|
|
490
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
15,197
|
|
|
|
10,960
|
|
|
Property and equipment, net
|
|
|
3,863
|
|
|
|
3,712
|
|
|
Goodwill
|
|
|
7,665
|
|
|
|
7,328
|
|
|
Intangible assets, net
|
|
|
3,066
|
|
|
|
2,338
|
|
|
Other assets
|
|
|
458
|
|
|
|
418
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
30,249
|
|
|
$
|
24,756
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY/DEFICIT
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
2,033
|
|
|
$
|
1,498
|
|
|
Accrued expenses
|
|
|
1,846
|
|
|
|
3,300
|
|
|
Deferred revenues
|
|
|
4,468
|
|
|
|
4,005
|
|
|
Current portion of long-term debt
|
|
|
1,437
|
|
|
|
667
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
9,784
|
|
|
|
9,470
|
|
|
Long-term debt
|
|
|
—
|
|
|
|
1,166
|
|
|
Other long-term liabilities
|
|
|
233
|
|
|
|
320
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
10,017
|
|
|
|
10,956
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
—
|
|
|
|
—
|
|
|
Redeemable preferred stock—Series B, convertible, $0.01 par value, 120,000 shares authorized and outstanding at
December 31, 2010 and December 31, 2011; liquidation preference of $14,474 at December 31, 2010 and $14,785 at December 31, 2011
|
|
|
12,299
|
|
|
|
14,114
|
|
|
Redeemable preferred stock—Series C, convertible, $0.01 par value, 90,000 shares authorized and 87,016 outstanding at
December 31, 2010 and December 31, 2011; liquidation preference of $7,749 at December 31, 2010 and $9,837 at December 31, 2011
|
|
|
7,132
|
|
|
|
8,390
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity (deficit):
|
|
|
|
|
|
|
|
|
|
Preferred stock—Series A, $0.01 par value, 500,000 shares authorized at December 31, 2010 and December 31, 2011;
no shares issued or outstanding
|
|
|
—
|
|
|
|
—
|
|
|
Common stock, $0.01 par value, 75,000,000 shares authorized at December 31, 2010 and December 31, 2011, 29,441,339
shares issued and 28,482,921 shares outstanding at December 31, 2010, and 35,498,496 shares issued and 35,215,078 shares outstanding at December 31, 2011
|
|
|
294
|
|
|
|
355
|
|
|
Additional paid-in capital
|
|
|
78,201
|
|
|
|
77,329
|
|
|
Accumulated deficit
|
|
|
(76,015
|
)
|
|
|
(85,782
|
)
|
|
Treasury stock, at cost, 958,418 shares at December 31, 2010 and 283,418 shares at December 31, 2011
|
|
|
(1,679
|
)
|
|
|
(606
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity (deficit)
|
|
|
801
|
|
|
|
(8,704
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit)
|
|
$
|
30,249
|
|
|
$
|
24,756
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-3
EDGAR ONLINE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEARS ENDED DECEMBER 31,
|
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
XBRL filings
|
|
$
|
4,151
|
|
|
$
|
6,404
|
|
|
$
|
12,527
|
|
|
XBRL software
|
|
|
—
|
|
|
|
—
|
|
|
|
2,650
|
|
|
Data and solutions
|
|
|
8,409
|
|
|
|
7,583
|
|
|
|
7,613
|
|
|
Subscriptions
|
|
|
6,614
|
|
|
|
5,481
|
|
|
|
4,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,174
|
|
|
|
19,468
|
|
|
|
27,769
|
|
|
Cost of revenues
|
|
|
4,653
|
|
|
|
7,827
|
|
|
|
12,786
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
14,521
|
|
|
|
11,641
|
|
|
|
14,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
3,117
|
|
|
|
2,713
|
|
|
|
3,059
|
|
|
Product development
|
|
|
1,878
|
|
|
|
1,852
|
|
|
|
4,892
|
|
|
General and administrative
|
|
|
7,849
|
|
|
|
10,672
|
|
|
|
12,801
|
|
|
Severance costs
|
|
|
57
|
|
|
|
438
|
|
|
|
518
|
|
|
Amortization and depreciation
|
|
|
2,195
|
|
|
|
2,913
|
|
|
|
3,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,096
|
|
|
|
18,588
|
|
|
|
24,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(575
|
)
|
|
|
(6,947
|
)
|
|
|
(9,606
|
)
|
|
Interest and other, net
|
|
|
(375
|
)
|
|
|
(282
|
)
|
|
|
(161
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(950
|
)
|
|
|
(7,229
|
)
|
|
|
(9,767
|
)
|
|
Dividends on preferred stock
|
|
|
—
|
|
|
|
(1,353
|
)
|
|
|
(2,568
|
)
|
|
Accretion on preferred stock
|
|
|
—
|
|
|
|
(67
|
)
|
|
|
(505
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss to common stockholders
|
|
$
|
(950
|
)
|
|
$
|
(8,649
|
)
|
|
$
|
(12,840
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss to common stockholders per share—basic and diluted
|
|
$
|
(0.04
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.43
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding—basic and diluted
|
|
|
26,760
|
|
|
|
26,974
|
|
|
|
30,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-4
EDGAR ONLINE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/DEFICIT
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON STOCK
|
|
|
TREASURY STOCK
|
|
|
ADDITIONAL
PAID-IN
CAPITAL
|
|
|
ACCUMULATED
DEFICIT
|
|
|
TOTAL
|
|
|
|
|
SHARES
|
|
|
AMOUNT
|
|
|
SHARES
|
|
|
AMOUNT
|
|
|
|
|
|
Balance at December 31, 2008
|
|
|
27,554,713
|
|
|
$
|
276
|
|
|
|
1,048,895
|
|
|
$
|
(1,828
|
)
|
|
$
|
73,092
|
|
|
$
|
(67,836
|
)
|
|
$
|
3,704
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(950
|
)
|
|
|
(950
|
)
|
|
Exercise of stock options
|
|
|
20,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
16
|
|
|
|
—
|
|
|
|
16
|
|
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,339
|
|
|
|
—
|
|
|
|
1,339
|
|
|
Restricted stock issued
|
|
|
272,189
|
|
|
|
3
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3
|
)
|
|
|
—
|
|
|
|
—
|
|
|
Treasury stock issued
|
|
|
—
|
|
|
|
—
|
|
|
|
(57,143
|
)
|
|
|
97
|
|
|
|
(97
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009
|
|
|
27,846,902
|
|
|
|
279
|
|
|
|
991,752
|
|
|
|
(1,731
|
)
|
|
|
74,347
|
|
|
|
(68,786
|
)
|
|
|
4,109
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(7,229
|
)
|
|
|
(7,229
|
)
|
|
Accrued dividends on Series B and Series C Preferred Stock
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,353
|
)
|
|
|
—
|
|
|
|
(1,353
|
)
|
|
Accretion of issuance costs on Series B Preferred Stock
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
201
|
|
|
|
—
|
|
|
|
201
|
|
|
Exercise of stock options
|
|
|
51,334
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
71
|
|
|
|
—
|
|
|
|
71
|
|
|
Equity-based severance charges
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
28
|
|
|
|
—
|
|
|
|
28
|
|
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,744
|
|
|
|
—
|
|
|
|
1,744
|
|
|
Restricted stock granted for compensation payable to employees of acquired company
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,767
|
|
|
|
—
|
|
|
|
1,767
|
|
|
Restricted stock issued
|
|
|
108,657
|
|
|
|
1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1
|
)
|
|
|
—
|
|
|
|
—
|
|
|
Issuance of common stock
|
|
|
1,434,446
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
1,449
|
|
|
|
|
|
|
|
1,463
|
|
|
Treasury stock issued
|
|
|
—
|
|
|
|
—
|
|
|
|
(33,334
|
)
|
|
|
52
|
|
|
|
(52
|
)
|
|
|
—
|
|
|
|
—
|
|
|
Balance at December 31, 2010
|
|
|
29,441,339
|
|
|
$
|
294
|
|
|
|
958,418
|
|
|
$
|
(1,679
|
)
|
|
$
|
78,201
|
|
|
$
|
(76,015
|
)
|
|
$
|
801
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(9,767
|
)
|
|
|
(9,767
|
)
|
|
Accrued dividends on Series B and Series C Preferred Stock
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,568
|
)
|
|
|
—
|
|
|
|
(2,568
|
)
|
|
Accretion of issuance costs on Series B Preferred Stock
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(297
|
)
|
|
|
—
|
|
|
|
(297
|
)
|
|
Accretion from original Fair Market Value to redemption value on Series C Preferred Stock
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(208
|
)
|
|
|
—
|
|
|
|
(208
|
)
|
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,335
|
|
|
|
—
|
|
|
|
3,335
|
|
|
Restricted stock issued*
|
|
|
6,057,157
|
|
|
|
61
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(61
|
)
|
|
|
—
|
|
|
|
—
|
|
|
Treasury stock issued*
|
|
|
—
|
|
|
|
—
|
|
|
|
(675,000
|
)
|
|
|
1,073
|
|
|
|
(1,073
|
)
|
|
|
—
|
|
|
|
—
|
|
|
Balance at December 31, 2011
|
|
|
35,498,496
|
|
|
$
|
355
|
|
|
|
283,418
|
|
|
$
|
(606
|
)
|
|
$
|
77,329
|
|
|
$
|
(85,782
|
)
|
|
$
|
(8,704
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Included in Restricted stock issued and Treasury stock issued are the shares granted to John Connolly, Robert Farrell and David Price of 558,541, 3,448,310 and 675,000,
respectively, granted in November 2010, March 2011 and July 2010, respectively.
|
See accompanying notes to
consolidated financial statements.
F-5
EDGAR ONLINE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEARS ENDED DECEMBER 31,
|
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Cash flow from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(950
|
)
|
|
$
|
(7,229
|
)
|
|
$
|
(9,767
|
)
|
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of capitalized product costs
|
|
|
218
|
|
|
|
158
|
|
|
|
40
|
|
|
Amortization of intangible assets
|
|
|
1,246
|
|
|
|
1,094
|
|
|
|
1,007
|
|
|
Amortization of deferred financing costs and discount
|
|
|
67
|
|
|
|
73
|
|
|
|
24
|
|
|
Equity-based severance charges
|
|
|
—
|
|
|
|
28
|
|
|
|
0
|
|
|
Depreciation and amortization of property and equipment
|
|
|
949
|
|
|
|
1,819
|
|
|
|
2,312
|
|
|
Stock-based compensation
|
|
|
1,339
|
|
|
|
1,744
|
|
|
|
3,335
|
|
|
Loss on disposal of fixed assets
|
|
|
—
|
|
|
|
—
|
|
|
|
43
|
|
|
Provision for losses on trade accounts receivable
|
|
|
590
|
|
|
|
540
|
|
|
|
219
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(380
|
)
|
|
|
(2,061
|
)
|
|
|
(1,054
|
)
|
|
Accounts payable and accrued expenses
|
|
|
139
|
|
|
|
1,024
|
|
|
|
919
|
|
|
Other long-term payables
|
|
|
(83
|
)
|
|
|
(17
|
)
|
|
|
87
|
|
|
Deferred revenues
|
|
|
(869
|
)
|
|
|
1,043
|
|
|
|
(405
|
)
|
|
Other, net
|
|
|
46
|
|
|
|
61
|
|
|
|
(295
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total adjustments
|
|
|
3,262
|
|
|
|
5,506
|
|
|
|
6,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in/provided by operating activities
|
|
|
2,312
|
|
|
|
(1,723
|
)
|
|
|
(3,535
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(394
|
)
|
|
|
(812
|
)
|
|
|
(983
|
)
|
|
Capitalized product development costs
|
|
|
(1,455
|
)
|
|
|
(2,131
|
)
|
|
|
(1,232
|
)
|
|
Cash acquired in connection with business combinations
|
|
|
—
|
|
|
|
2,531
|
|
|
|
—
|
|
|
Proceeds from disposal of fixed assets
|
|
|
—
|
|
|
|
—
|
|
|
|
10
|
|
|
Short-term investments
|
|
|
(2
|
)
|
|
|
(4
|
)
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(1,851
|
)
|
|
|
(416
|
)
|
|
|
(2,208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of Series B Preferred Stock
|
|
|
—
|
|
|
|
12,000
|
|
|
|
—
|
|
|
Costs incurred in connection with issuance of Series B Preferred Stock
|
|
|
|
|
|
|
(768
|
)
|
|
|
—
|
|
|
Proceeds from notes payable issued
|
|
|
—
|
|
|
|
—
|
|
|
|
2,000
|
|
|
Payments of notes payable
|
|
|
(438
|
)
|
|
|
(500
|
)
|
|
|
(1,604
|
)
|
|
Proceeds from exercise of stock options and warrants
|
|
|
16
|
|
|
|
71
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(422
|
)
|
|
|
10,803
|
|
|
|
396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
39
|
|
|
|
8,664
|
|
|
|
(5,347
|
)
|
|
Cash and cash equivalents at beginning of year
|
|
|
2,062
|
|
|
|
2,101
|
|
|
|
10,765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
2,101
|
|
|
$
|
10,765
|
|
|
$
|
5,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
190
|
|
|
$
|
147
|
|
|
$
|
132
|
|
|
Supplemental disclosure of non-cash information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued dividends on Series B and Series C Preferred Stock
|
|
$
|
—
|
|
|
$
|
1,353
|
|
|
$
|
2,568
|
|
|
Accretion of issuance costs and beneficial conversion discount on Series B Preferred Stock
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
297
|
|
|
Accretion of Fair Market Value to redemption value on Series C Preferred Stock
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
208
|
|
|
Net assets of acquired company
|
|
$
|
—
|
|
|
$
|
7,978
|
|
|
$
|
—
|
|
See accompanying notes to consolidated financial statements.
F-6
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
(1) DESCRIPTION OF BUSINESS
EDGAR Online, Inc. (“EDGAR Online” or “the Company”) 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. EDGAR Online is a leading provider of XBRL (eXtensible Business Reporting Language) filing
services, data sets and analysis tools. The Company’s data products provide highly detailed fundamental financial information along with the source documents and are created through the use of proprietary high speed software that automates much
of the data extraction and calculation processes. The Company’s XBRL Filing service uses parts of this same proprietary data extraction and processing software along with personnel skilled in accounting, rigorous quality processes and
additional proprietary tools to assist public companies in the creation of XBRL filings for submission to the U.S. Securities and Exchange Commission. The Company’s XBRL analysis tool is a proprietary software tool that assists users in
analyzing both the Company’s own proprietary XBRL data sets and industry standard XBRL data files. EDGAR Online delivers its data and analysis products via online subscriptions, as data licenses directly to end-users, embedded in other web
sites and through a variety of redistributors. The Company delivers its XBRL filings services primarily through partnerships with financial printers, platforms and other providers of SEC compliance services. Consumers of the Company’s
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
The Company derives revenues from four primary sources: XBRL filing processing fees, XBRL software fees, data and solutions fees, and web services subscriptions fees. The Company recognizes XBRL filings
revenue as per filing fees as the services are provided. The Company’s software revenues are derived from the licensing of software products, the maintenance and support of those software products and the performance of other professional
services. The Company’s software is typically licensed with associated maintenance and support revenues. Where there is not sufficient vendor-specific objective evidence to support the separate determination of the fair value of the license fee
and undelivered maintenance and support, the total revenues are recognized ratably over the support period. The Company’s professional services revenues are either recognized as they are performed or ratably over a respective support period,
dependent on whether the services represent a separate unit of accounting. Revenue from data licenses is recognized over the term of the underlying contracts. The Company’s data solutions sometimes involve upfront onetime customization fees
along with more traditional data licensing arrangements for the ongoing delivery of the data solution. In addition, some of the Company’s 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. Revenue from
subscriptions is recognized ratably over the subscription period, which is typically twelve months.
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.
F-7
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
(b) COST OF REVENUES
Cost of revenues consists primarily of salaries and benefits of operations personnel involved in the creation of XBRL filings and
production of data sets, fees paid to our external providers of personnel in the creation of filings, fees paid to acquire data and the amortization of costs related to developing our I-Metrix products that were previously capitalized.
(c) SOFTWARE DEVELOPMENT COSTS
The Company capitalizes software development costs in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 985-20 “Costs
of Software to be Sold, Leased, or 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 $39 and $106 at December 31, 2010 and 2011, respectively. Related
amortization expense, included in cost of revenues, totaled $218, $158 and $39 in the years ended December 31, 2009, 2010 and 2011, respectively.
The Company capitalizes internal-use software development costs in accordance with ASC Topic 350-40 (Internal-Use Software”) . 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. The Company’s 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 $2,707 and $2,144 at December 31, 2010 and December 31, 2011, respectively. Related amortization expense totaled $396, $1,208 and $1,688 in the years ended
December 31, 2009, 2010 and 2011, respectively.
(d) CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The Company considers cash and all highly liquid investments, such as money market accounts or CDs 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, 2011
included a CD for $229 which matured in May 2011.
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.
(e) ACCOUNTS RECEIVABLE AND CREDIT POLICIES
The carrying amount of
accounts receivable is reduced by a valuation allowance that reflects management’s best estimate of the amounts that will not be collected. In addition to reviewing delinquent accounts receivable, management considers many factors in estimating
its general allowance, including historical data, experience, customer types, credit worthiness, and economic trends. From time to time, management may adjust its assumptions for anticipated changes in any of those or other factors expected to
affect collectability.
F-8
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
(f) ACQUISITION ACCOUNTING
The Company uses the acquisition method to account for business combinations, whereby the total purchase price of an acquisition is
allocated to the tangible and intangible assets acquired and liabilities assumed, including contingent consideration, based upon their respective fair values at the date of acquisition. The purchase price in excess of the fair value of the net
assets and liabilities, if any, is recorded as goodwill. The allocation of the purchase price is dependent upon certain valuations and other studies, which contain estimates and assumptions.
(g) LONG-LIVED ASSETS
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 reviewing our 3 reporting units which comprise of (i) XBRL Filings, (ii) XBRL software, and (iii) Data and Solutions and Subscriptions and estimating their fair value for
comparison against their net asset carrying values. In estimating the fair values of our 3 reporting units we take into account the anticipated post tax cash flows of each reporting unit determined from our estimates of their future growth rates and
operating margins. The Company’s discounted cash flows required management judgment with respect to forecasted sales, launch of new products, gross margin, selling, general and administrative expenses, capital expenditures and the selection and
use of an appropriate discount rate. The Company utilized its weighted average cost of capital as the discount rate for the projected future cash flows and its median revenue and earnings multiples under the market approach. The net assets
attributable to each reporting unit are determined based upon our estimate of the assets and liabilities of the Company that are attributable to deriving their free cash flows. In addition we compare our estimates of the total fair values of our
reporting units to the market capitalization of the Company. The Company’s assessment resulted in a fair value that was greater than the Company’s carrying value at December 31, 2011. In accordance with the authoritative literature,
the second step of the impairment test was not required to be performed and no impairment of goodwill was recorded as of December 31, 2011. Subsequent reviews may result in future periodic impairments that could have a material adverse effect
on the results of operations in the period recognized.
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) 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.
F-9
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
The Company evaluates its tax positions each year and has found no unrecognized tax
benefits. In certain cases, the Company’s uncertain tax 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, 2010 and 2011, the Company had no accrued interest or penalties.
(i) STOCK-BASED COMPENSATION
The Company records stock-based compensation expense under the provisions of FASB ASC Topic 718 (“Awards
Classified as Equity”). 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 $165, $120, and $352 in
stock-based compensation expense for the years ended December 31, 2009, 2010 and 2011, respectively.
Stock-Based
Compensation Expense
Stock-based compensation expense for the years ended December 31, 2009, 2010 and 2011 was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Cost of revenues
|
|
$
|
51
|
|
|
$
|
34
|
|
|
$
|
185
|
|
|
Sales and marketing
|
|
|
371
|
|
|
|
234
|
|
|
|
186
|
|
|
Development
|
|
|
153
|
|
|
|
80
|
|
|
|
228
|
|
|
General and administrative
|
|
|
764
|
|
|
|
1,396
|
|
|
|
2,736
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense
|
|
$
|
1,339
|
|
|
$
|
1,744
|
|
|
$
|
3,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense per share
|
|
$
|
(0.05
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The estimated per share weighted average grant-date fair values of stock granted during the years ended
December 31, 2009, 2010 and 2011 were $0.99, $0.88 and $0.73, respectively. Amounts were determined using the Black-Scholes-Merton option pricing model based on the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2010
|
|
2011
|
|
Expected dividend yield
|
|
0.0%
|
|
0.0%
|
|
0.0%
|
|
Expected average volatility
|
|
74%
|
|
74%
|
|
81%
|
|
Risk-free interest rate
|
|
1.92-2.04%
|
|
2.63-4.63%
|
|
2.31-3.48%
|
|
Expected life in years
|
|
6
|
|
6
|
|
6.3
|
F-10
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 as the weighted average period that the stock option awards are expected to remain outstanding based on historical
experience.
|
(j) 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. R.R. Donnelley and Sons accounted for 26% and 19% of accounts receivable at December 31, 2010 and 2011, respectively. PR Newswire accounted for 26% and 22% of accounts receivable at December 31, 2010 and 2011, respectively.
There was no other one customer that accounted for more than 10% of accounts receivable at December 31, 2010 or 2011.
R.R. Donnelley and Sons comprised 22%, 31% and 27% of the Company’s total revenue during 2009, 2010 and 2011, respectively. PR
Newswire was the only other customer to account for more than 10% of revenues for 2011 at 11.2%. The Company’s other customers are geographically dispersed primarily throughout the U.S.A with no other one customer accounting for more than 10%
of revenues during 2009, 2010 or 2011. 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, 2010 and
2011 approximate their fair value because of the immediate or short-term maturity of these instruments. The financial statement carrying value of the Company’s debt approximates its fair value based on interest rates currently available to the
Company for borrowings with similar characteristics and maturities.
(k) LOSS PER SHARE
Loss per share information is determined using the two-class method, which includes the weighted-average number of common shares
outstanding during the period and other securities that participate in dividends (“participating security”). The Company considers the Series B and Series C Preferred Stock to be participating securities because they include rights to
participate in dividends with the common stock on a one for one basis, with the holders of Series B and Series C Preferred Stock deemed to have common stock equivalent shares based on a current conversion price of $1.10 and $1.45, respectively. In
applying the two-class method, earnings are allocated to common stock shares and Series B and Series C Preferred Stock common stock equivalent shares based on their respective weighted-average shares outstanding for the period. Since losses are not
allocated to Series B or Series C Preferred Stock shares, the two-class method results in the same loss per common share calculated using the basic method for the periods presented in these financial statements.
Basic loss per common share excludes dilution for common stock equivalents and is computed by dividing the net loss, after deducting
preferred stock dividends and the accretion of the beneficial conversion feature
F-11
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
discount, by the weighted average number of common shares outstanding for the period. Diluted loss per share is calculated using the treasury stock method and 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 net loss per share is the same as basic net loss per share amounts as the Company reported a net loss and therefore all
outstanding stock options, unvested restricted stock grants and warrants are anti-dilutive. Anti-dilutive securities outstanding numbered 3,883,048, 6,899,322 and 8,175,436 for the years ended December 31, 2009, 2010 and 2011, respectively.
Additionally the diluted net loss per share does not include 20,225,497 common shares issuable under the conversion provisions of our Series B and Series C Preferred Stock at December 31, 2011.
(l) 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.
(m)
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.
(n) 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.
(o) RECENT ACCOUNTING PRONOUNCEMENTS
In January 2010, an update was issued to the Fair Value Measurements and Disclosures Topic, ASC 820, ASU 2010-06, “Improving
Disclosures about Fair Value Measurements,” which requires new disclosures for fair value measurements and provides clarification for existing disclosures requirements. More specifically, this update requires (a) an entity to disclose
separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (b) information about purchases, sales, issuances and settlements to be presented separately
(i.e., present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs). This update clarifies existing disclosure requirements for the level of
disaggregation used for classes of assets and liabilities measured at fair value and requires disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2
and Level 3 inputs.
F-12
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
This update was effective for the Company on January 1, 2010, except for Level 3 reconciliation disclosures which went into effect on January 1, 2011. On January 1, 2011 the
Company adopted this update, which did not have a material impact on the disclosures to the consolidated financial statements.
In December 2010, an update was made to the Intangibles—Goodwill and Other Topic, ASC 350, ASU 2010-28, “Goodwill Impairment
Testing in Reporting Units with a Zero or Negative Carrying Amount,” which provides guidance for all entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the
goodwill impairment test is zero or negative. The update modifies Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In
determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with
existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying
amount. This update became effective for us on January 1, 2011. This accounting update did not have a material effect on our consolidated financial statements, although that could change.
The FASB recently issued ASU 2011-05,
Presentation of Comprehensive Income
, which requires entities to present comprehensive
income either in a single continuous financial statement or in two separate but consecutive financial statements. Entities will no longer have the option under U.S. GAAP to present components of other comprehensive income (OCI) as part of the
statement of changes in shareholders’ equity. In addition, the amended guidance requires entities to show the effects of items reclassified from OCI to net income on the face of the financial statements. Public entities are required to adopt
the amended guidance in fiscal years, and in interim periods within those years, beginning after December 15, 2011. Nonpublic entities must adopt the guidance in fiscal years ending after December 15, 2012 and in interim and annual periods
thereafter. Early adoption is permitted, and retrospective application is required. The adoption of these changes had no impact on our consolidated financial statements.
The amendments to ASC 350-20,
Intangibles–Goodwill and Other: Goodwill
simplified the current two-step goodwill impairment test previously required by ASC 350-20, by permitting entities to
first perform a qualitative assessment to determine whether it is more likely than not (a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. Based on the results of the qualitative
assessment, if the entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, it would then perform the first step of the goodwill impairment test; otherwise, no further impairment
test would be required. The adoption of these changes had no impact on our consolidated financial statements.
On
February 28, 2011, the Company adopted changes to the disclosure of pro forma information for business combinations ASU 2010-29, “Business Combinations—Disclosure of Supplementary Pro-Forma Information”, issued by the FASB. These
changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination, that occurred during the current year, had occurred as of
the beginning of the comparable prior annual reporting period only. For the Company, this would be as of January 1, 2010. See Note 3—“Acquisitions.” Also, the existing supplemental pro forma disclosures were expanded to include a
description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings, if any. The adoption of these changes had no impact on
our consolidated financial statements.
F-13
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
(3) ACQUISITIONS
On November 22, 2010 (“the Acquisition Date”), the Company completed a merger with UBmatrix, Inc., a
Washington corporation (“UBmatrix”). As a result, all of the outstanding shares of capital stock of UBmatrix were converted into the right to receive an aggregate of 74,379 shares of the Company’s Series C Preferred Stock (the
“Series C Preferred Stock”) and an aggregate of 2,685,088 shares of the Company’s common stock (the “Common Stock”). Of these shares, all of the shares of Series C Preferred Stock and 1,063,046 shares of the Common Stock
were issued at closing, while 1,622,042 shares of the Common Stock were paid into escrow to secure the post-closing indemnification obligations of the UBmatrix stockholders. The common stock issued in connection with the merger includes 1,190,056
shares issuable to certain employees of UBmatrix who joined our company as of the closing and 1,495,032 shares issuable to the stockholders, prior Chief Financial Officer and service providers of UBmatrix. The shares issuable to the UBmatrix
employees were issued pursuant to our 2005 Stock Award and Incentive Plan, and, except in one case as described in the following sentence, were subject to restrictions on vesting that lasted through the recipients’ initial 12 months of
employment with us. The stock issued without restriction consists of 60,586 shares of our common stock issued to the prior Chief Financial Officer of UBmatrix, who was only employed by the combined entity through February 2011, and was issued as
payment for unpaid past bonuses. Also in connection with the merger, the Company entered into a purchase agreement with certain stockholders of UBmatrix to issue and sell 12,637 shares of the Company’s Series C Preferred Stock for an aggregate
purchase price of $2,000. In recording the purchase, we combined the merger and the stock purchase as if they were a single transaction in estimating the value of the shares issued as they were mutually dependent.
The results of UBmatrix’s operations have been included in the consolidated financial statements since the Acquisition Date.
UBmatrix is a leading provider of XBRL-based software solutions for global organizations and enterprises, enabling them to more efficiently and effectively address the challenges of business and financial information management, governance, risk and
compliance and external reporting. As a result of the merger, the Company has become a global end-to-end provider of XBRL software, filings services and data. Additional benefits of the merger include the opportunity to accelerate the Company’s
development plans and time to market for new solutions within the highly competitive XBRL market, the potential synergies of combining the XBRL skills, development teams, and sales and marketing organizations of the two companies, and the potential
for realizing annual cost savings through consolidation of administrative functions.
The acquisition date fair value of the
consideration given by the Company to acquire UBmatrix consisted of the following:
|
|
|
|
|
|
|
Common stock (1,434,446 shares)
|
|
$
|
1,463
|
|
|
Preferred stock (87,016 shares)
|
|
|
7,046
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
8,509
|
|
|
|
|
|
|
|
The fair value of the common stock issued was determined based on the closing market price of the
Company’s common shares on the acquisition date. The fair value of the preferred stock issued was determined based on the results of a third-party valuation.
F-14
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
The following table summarizes the fair value of the assets acquired and the
liabilities assumed as of the acquisition date. The value of the intangible assets is based on a third-party valuation.
|
|
|
|
|
|
|
Cash
|
|
$
|
2,531
|
|
|
Accounts receivable
|
|
|
98
|
|
|
Property and equipment
|
|
|
16
|
|
|
Other assets
|
|
|
64
|
|
|
Intangible assets
|
|
|
2,455
|
|
|
|
|
|
|
|
|
Total identifiable assets
|
|
|
5,164
|
|
|
Current liabilities
|
|
|
2,131
|
|
|
|
|
|
|
|
|
Net identifiable assets
|
|
|
3,033
|
|
|
Goodwill
|
|
|
5,476
|
|
|
|
|
|
|
|
|
Net assets acquired
|
|
$
|
8,509
|
|
|
|
|
|
|
|
The intangible assets represent software and licenses included in customer based intangibles, and
tradenames which will be amortized over 7.5, 3.33 and 10 years, respectively. The goodwill recognized is primarily attributable to expected synergies and the assembled workforce of UBmatrix. Current liabilities includes $1,767 which is the value of
compensation payable to employees of UBmatrix that were settled with the issuance of EDGAR common stock upon the closing of the Merger pursuant to certain vesting and escrow provisions. Upon the closing of the merger, this liability was reclassified
as additional paid in capital.
The Company recorded $620 of costs related to the acquisition which are included in general
and administrative expenses.
The financial information in the table below summarizes the combined results of the Company and
UBmatrix on a pro forma basis for 2010, as though the companies had been combined as of the beginning of 2010. The 2011 results are actual results for the combined Company. The pro forma financial information is presented for informational purposes
only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2009 or 2010 or of results that may occur in the future.
The following unaudited pro forma financial information for fiscal 2010 combines the historical results of the Company for the year ended
December 31, 2010 and the historical results of UBmatrix for the year ended September 30, 2010. The financial information for fiscal 2011 are actual results for the combined Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2011
|
|
|
Revenues
|
|
$
|
21,478
|
|
|
$
|
27,769
|
|
|
Net loss
|
|
$
|
(14,086
|
)
|
|
$
|
(12,841
|
)
|
|
Net loss per share
|
|
$
|
(0.47
|
)
|
|
$
|
(0.43
|
)
|
|
Weighted average shares outstanding
|
|
|
29,659
|
|
|
|
30,044
|
|
(4) GOODWILL AND INTANGIBLE ASSETS
The Company’s goodwill is comprised of goodwill from its acquisition of FIS in 2001 and its merger with UBmatrix
in 2010. There were no changes to the carrying amount of FIS goodwill of $2,130 in the years ended December 31, 2010 or 2011. Goodwill from the Company’s merger with UBmatrix totaled $5,476 which was
F-15
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
determined on the acquisition date of November 22, 2010. There was a change to the final valuation of Software Intangibles, resulting in the carrying amount of UBmatrix goodwill decreasing
$278, making the balance $5,198 as of December 31, 2011, which was the primary reason for the total change in Goodwill of $337 for the year.
Intangible assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2011
|
|
|
|
|
Cost
|
|
|
Accumulated
Amortization
|
|
|
Cost
|
|
|
Accumulated
Amortization
|
|
|
Accumulated know-how
|
|
$
|
9,460
|
|
|
$
|
9,460
|
|
|
$
|
9,460
|
|
|
$
|
9,460
|
|
|
Tradenames
|
|
|
375
|
|
|
|
—
|
|
|
|
375
|
|
|
|
41
|
|
|
Customer based intangibles
|
|
|
6,575
|
|
|
$
|
3,884
|
|
|
|
6,795
|
|
|
|
4,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
16,410
|
|
|
$
|
13,344
|
|
|
$
|
16,630
|
|
|
$
|
14,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average useful life of accumulated know-how, tradenames and customer based intangibles is
9.5 years, 10 years and 8.1 years, respectively. Amortization of other intangible assets was $1,246 in the year ended December 31, 2009, $1,094 in the year ended December 31, 2010 and $1,007 in the year ended December 31, 2011. The
annual amortization expense expected for each of the years through December 31, 2016 is $843, $565, $292, $155 and $155, respectively.
(5) PROPERTY AND EQUIPMENT
Property and equipment at December 31, 2010 and 2011 is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 31,
|
|
|
|
|
|
|
|
2010
|
|
|
2011
|
|
|
ESTIMATED USEFUL LIVES
|
|
|
Equipment
|
|
$
|
6,465
|
|
|
$
|
7,045
|
|
|
|
3 - 5 years
|
|
|
Furniture and fixtures
|
|
|
660
|
|
|
|
555
|
|
|
|
7 years
|
|
|
Purchased software
|
|
|
746
|
|
|
|
826
|
|
|
|
3 years
|
|
|
Software development costs
|
|
|
5,050
|
|
|
|
6,281
|
|
|
|
3 years
|
|
|
Leasehold improvements
|
|
|
637
|
|
|
|
613
|
|
|
|
3 - 7 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
13,558
|
|
|
|
15,320
|
|
|
|
|
|
|
Less accumulated depreciation and amortization
|
|
|
(9,695
|
)
|
|
|
(11,608
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,863
|
|
|
$
|
3,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense for the years ended December 31, 2009, 2010 and 2011 was $949,
$1,819 and $2,312 respectively. There were no disposals in the years ended December 31, 2009 or 2010, however there was a net loss on disposals of $33 in 2011 related to reducing the size of Norwalk, CT office.
F-16
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
(6) ACCRUED EXPENSES
Accrued expenses consist of the following at December 31, 2010 and 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 31,
|
|
|
|
|
2010
|
|
|
2011
|
|
|
Compensation and related benefits
|
|
$
|
1,384
|
|
|
$
|
1,532
|
|
|
Severance accrual (i)
|
|
|
20
|
|
|
|
244
|
|
|
Professional fees
|
|
|
336
|
|
|
|
175
|
|
|
Other
|
|
|
106
|
|
|
|
1,349
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,846
|
|
|
$
|
3,300
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
See note 7 for further discussion of severance costs
|
Compensation and related benefits accrual consists primarily of $850 for annual bonus to be paid in March 2012, $552 for accrued vacation, $51 for accrued BOD payments and $35k of accrued commissions. The
Other accrual consists primarily of $1,051 for Consulting services related to our XBRL filings business, $238 for other vendor invoices not received and $54 for state sales tax.
(7) SEVERANCE COSTS
On September 1, 2011, the employment of our former Chief Technology Officer was terminated effective
September 30, 2011. As part of the separation and release agreement with this individual, the Company will pay severance of $263 over a twelve-month period. In addition, as part of the agreement, 10,000 unvested options immediately vested on
September 30, 2011. As a result, the Company recorded severance costs totaling $263 and additional paid-in capital was increased by $3 to recognize previously unrecognized stock compensation expense remaining from the original grant date
valuations of the options. In November 2011, the Company effected operational and organization structural changes and recorded $116 of severance costs. At December 31, 2011, there were $244 of severance costs payable through September 2012
included in accrued expenses.
(8) 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 original principal amount of $2,500 to the Company and agreed to provide up to an
additional $2,500 under a revolving line of credit. Interest on outstanding borrowings under the Financing Agreement was payable at variable rates of interest over the published JPMorgan Chase prime rate. The Financing Agreement, as amended most
recently on March 13, 2009, was renewed on March 31, 2011 and then was terminated on April 4, 2011. On that date, the Company repaid all amounts outstanding under the term loan and the first priority security interest was released.
Interest expense under the Agreement, totaled $322, $266 and $54 for the years ended December 31, 2009, 2010 and 2011, respectively, and included $67, $73 and $18 respectively, of amortization of deferred financing costs and warrant discount.
On May 3, 2011, the Company entered into new commercial credit facilities (“Credit Facilities”) with Silicon
Valley Bank (“SVB”) for additional working capital. Under the Credit Facilities, SVB made a term loan in the original principal amount of $2,000 to the Company and agreed to provide up to an additional $3,000 under a revolving line of
credit. Interest on borrowings under the term loan is payable at the published Wall Street Journal prime rate plus 1.75% and interest on borrowings under the revolving credit facility is payable at
F-17
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
the published Wall Street Journal prime rate plus 1.25%. The Company’s obligations under the Credit Facilities are evidenced by cross-collateralized agreements with SVB and are secured by a
first priority security interest in substantially all of the Company’s assets and a negative pledge on intellectual property.
The term loan is due in 36 equal monthly installments commencing October 1, 2011. At December 31, 2011, $667 was classified as the current portion of long-term debt and $1,166 was classified
long-term debt. There were $21 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, 2011. Interest expense under the Agreement, totaled
$67 for the year ended December 31, 2011 and included $6 of amortization of deferred financing costs.
see
Note 14, Subsequent Event
of the accompanying notes to consolidated financial statements for updated information on the Financing Agreement.
(9) 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, 2011, the Company has approximately $51,000 in federal net operating losses, which will expire between 2012 and 2031, and approximately $49,000 of state net operating loss carry forwards, which will expire between 2012
and 2031.
The Company did not record any provision for income taxes for the years ended December 31, 2009, 2010 or 2011
due to net operating loss carry forwards and changes in the federal valuation allowance.
The Company’s deferred tax
assets and liabilities and related valuation allowance as of December 31, 2010 and 2011 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2011
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
Net operating loss carry forwards
|
|
$
|
19,132
|
|
|
$
|
20,410
|
|
|
Severance costs
|
|
|
10
|
|
|
|
98
|
|
|
Accruals and other, net
|
|
|
461
|
|
|
|
540
|
|
|
Stock compensation expense
|
|
|
1,096
|
|
|
|
2,131
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
20,699
|
|
|
|
23,179
|
|
|
Federal and state valuation allowance
|
|
|
(19,575
|
)
|
|
|
(21,437
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
$
|
1,124
|
|
|
$
|
1,742
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
Identifiable intangibles
|
|
$
|
(1,124
|
)
|
|
$
|
(721
|
)
|
|
Fixed Assets and Capitalized Software
|
|
|
—
|
|
|
|
(1,021
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(1,124
|
)
|
|
|
(1,742
|
)
|
|
|
|
|
|
|
|
|
|
|
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
F-18
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
Company has determined that it has experienced multiple ownership changes since inception, but does not believe that these past changes in ownership will restrict its ability to use its losses
and credits within the carry forward period. Approximately $45,000 of the total federal net operating losses are currently subject to annual limitations ranging from approximately $1,400 to $3,100 per year. If we have further ownership changes,
additional annual limitations on the use of our net operating loss carry-forwards may be imposed.
(10) REDEEMABLE PREFERRED STOCK
Series B Preferred Stock
On January 28, 2010, The Company sold 120,000 shares of Series B Preferred Stock to Bain Capital Venture Integral Investors, LLC (“Bain”) at $100 per share for total proceeds of $12,000.
The carrying value of the Series B Preferred Stock is reduced by the stock issuance costs and any beneficial conversion feature discounts related to preferred dividends and is then accreted back to redemption value over the eight year redemption
period.
The Series B Preferred Stock receives a compounding, cumulative, paid-in-kind dividend of 11.44% per annum.
Following the fifth anniversary of the issuance of the Series B Preferred Stock, the dividend will no longer accrue. The dividends are cumulative, whether or not declared, accrue daily and compound annually. The dividends on the Series B Preferred
Stock shall not be paid in cash.
Each share of Series B Preferred Stock is convertible at any time at the option of the
holder thereof into a number of shares of the Company’s common stock determined by dividing the (i) original purchase price per share of $100.00 plus accrued but unpaid dividends by (ii) an initial conversion price of $1.10 per share,
subject to adjustments for stock splits and combinations, dividends and distributions, reclassifications, exchanges or substitutions, mergers or reorganizations, and similar events. The shares of Series B Preferred Stock are not, however,
convertible to the extent that such conversion would result in Bain and its affiliates owning in excess of 19.9% of the shares of the Company’s voting power. The Company evaluated the conversion feature of the Series B Preferred Stock and
determined that it did not have to be recorded as a liability. To the extent that at any time sufficient shares of common stock are not available for the purpose of effecting the conversion of Series B Preferred Stock, a holder of Series B Preferred
Stock may elect to require the Company to redeem such holder’s shares of Series B Preferred Stock (but only to the extent sufficient shares of common stock are not available).
Each holder of Series B Preferred Stock is entitled to a number of votes equal to the number of shares of common stock into which such
holder’s Series B Preferred Stock is convertible, but subject to the same limitation on conversion as set forth in the preceding paragraph.
On or at any time after the eighth anniversary of the Series B Preferred Stock Purchase Agreement (being January 28, 2018), if requested by holders of at least a majority of the then outstanding
Series B Preferred Stock, each holder of Series B Preferred Stock shall have the right to require the Company to redeem all the Series B Preferred Stock for cash, at a redemption price equal to the original purchase price of $100.00, plus all
accrued and unpaid dividends thereon.
In the event of a liquidation, dissolution or wind up of the Company, before any
distribution is made to the holders of any security junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock are entitled to be paid out of the assets of the Company available for distribution an amount equal to the
greater of (i) the original per share purchase price of $100.00, plus all accrued and unpaid dividends thereon, or (ii) the amount that would be payable in respect of a share of common stock if all outstanding shares of Series B
F-19
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
Preferred Stock were converted into common stock immediately prior to such liquidation (without regard as to whether sufficient shares of common stock are available out of the Company’s
authorized but unissued stock, for the purpose of effecting the conversion of the Series B Preferred Stock). The aggregate amount of the Series B Preferred Stock liquidation preference at December 31, 2011, calculated in accordance with the
provisions of item (i) of this paragraph is approximately $14,785.
In the event of a change in control of the Company as
defined in the Series B Preferred Stock designation, each holder of Series B Preferred Stock shall have the right to require the Company to redeem all or a portion of such holder’s Series B Preferred Stock for cash, if the consideration in such
change of control transaction is cash, but otherwise for consideration in the same form as all other stockholders will receive in such transaction, at a redemption price per share of Series B Preferred Stock equal to the greater of (i) the fair
market value per share valued as of the date of the change of control determined on an as-converted to common stock basis (without regard as to whether sufficient shares of common stock are available out of the Company’s authorized but unissued
stock, for the purpose of effecting the conversion of the Series B Preferred Stock) and (ii) the original purchase price of $100.00 per share, plus all accrued and unpaid dividends thereon; provided, however, that in the event of a change of
control prior to the fifth anniversary of the issue date, accrued and unpaid dividends will include all dividends that would have accrued on the Series B Preferred Stock from the issue date through and including the fifth anniversary of the issue
date. The aggregate amount payable to the Series B stockholders calculated in accordance with the provisions of item (ii) of this paragraph at December 31 2011 would have been approximately $20,625.
The redemption value of the Series B Preferred Stock, representing the original purchase price plus accrued and unpaid dividends, and the
number of common shares issuable in the event the conversion provisions are exercised, at December 31 of each of the succeeding four year periods and at the fifth anniversary of the Agreement is expected to be as follows:
|
|
|
|
|
|
|
|
|
|
|
YEAR
|
|
REDEMPTION VALUE
|
|
|
COMMON SHARES ISSUABLE
UPON CONVERSION
|
|
|
2011
|
|
$
|
14,785
|
|
|
|
13,441,182
|
|
|
2012
|
|
$
|
16,481
|
|
|
|
14,983,182
|
|
|
2013
|
|
$
|
18,367
|
|
|
|
16,697,273
|
|
|
2014
|
|
$
|
20,468
|
|
|
|
18,607,545
|
|
|
January 28, 2015
|
|
$
|
20,625
|
|
|
|
18,750,000
|
|
Series C Preferred Stock
On November 22, 2010, the Company issued a total of 87,016 shares of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) in connection with the merger with UBmatrix,
including the related sale of Series C Preferred Stock consummated in connection with the merger, at a per share purchase price of $100.00. The carrying value of the Series C Preferred Stock is reduced by the stock issuance costs and any discounts
related to preferred dividends and is then accreted back to redemption value over the eight year redemption period.
The
Series C Preferred Stock receives a compounding, cumulative, paid-in-kind dividend of 11.66% per annum. Following January 28, 2015 the dividend will no longer accrue. The dividends are cumulative, whether or not declared, accrue daily and
compound annually. The dividends on the Series C Preferred Stock shall not be paid in cash.
F-20
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
Each share of Series C Preferred Stock is convertible at any time at the option of the
holder thereof into a number of shares of the Company’s common stock determined by dividing the (i) original purchase price per share of $100.00, plus all accrued but unpaid dividends by (ii) an initial conversion price of $1.45 per
share, subject to adjustments for stock splits and combinations, dividends and distributions, reclassifications, exchanges or substitutions, mergers or reorganizations, and similar events. The Company evaluated the conversion feature of the Series C
Preferred Stock and determined that it did not have to be recorded as a liability. To the extent that at any time sufficient shares of common stock are not available for the purpose of effecting the conversion of Series C Preferred Stock, a holder
of Series C Preferred Stock may elect to require the Company to redeem such holder’s shares of Series C Preferred Stock (but only to the extent sufficient shares of common stock are not available).
Each holder of Series C Preferred Stock is entitled to a number of votes equal to the number of shares of common stock into which such
holder’s Series C Preferred Stock is convertible.
On or at any time after the earlier of (i) the date on which the
holders of the Series B Preferred Stock notify the Company of their election to require the redemption of the Series B Preferred Stock in accordance with its terms, or (ii) the eighth anniversary of the issuance date of the Series C Preferred
Stock (being November 22, 2018), if requested by holders of at least a majority of the then outstanding Series C Preferred Stock, each holder of Series C Preferred Stock shall have the right to require the Company to redeem all the Series C
Preferred Stock for cash, at a redemption price equal to the original purchase price of $100.00, plus all accrued and unpaid dividends thereon.
In the event of a liquidation, dissolution or wind up of the Company, before any distribution is made to the holders of any security junior to the Series C Preferred Stock, the holders of the Series C
Preferred Stock are entitled to be paid out of the assets of the Company available for distribution an amount equal to the greater (i) the original per share purchase price of $100.00, plus all accrued and unpaid dividends thereon, or
(ii) the amount that would be payable in respect of a share of common stock if all outstanding shares of Series C Preferred Stock were converted into common stock immediately prior to such liquidation (without regard as to whether sufficient
shares of common stock are available out of the Company’s authorized but unissued stock, for the purpose of effecting the conversion of the Series C Preferred Stock). The aggregate amount of the Series C Preferred Stock liquidation preference
at December 31 2011, calculated in accordance with the provisions of item (i) of this paragraph is approximately $9,837.
In the event of a change in control of the Company as defined in the Series C Preferred Stock designation, each holder of Series C Preferred Stock shall have the right to require the Company to redeem all
or a portion of such holder’s Series C Preferred Stock for cash, if the consideration in such change of control transaction is cash, but otherwise for consideration in the same form as all other stockholders will receive in such transaction, at
a redemption price per share of Series C Preferred Stock equal to the greater of (i) the fair market value per share valued as of the date of the change of control determined on an as-converted to common stock basis (without regard as to
whether sufficient shares of common stock are available out of the Company’s authorized but unissued stock, for the purpose of effecting the conversion of the Series C Preferred Stock) and (ii) the original purchase price of $100 per
share, plus all accrued and unpaid dividends thereon; provided, however, that in the event of a change of control prior to January 28, 2015, accrued and unpaid dividends will include all dividends that would have accrued on the Series C
Preferred Stock from the issue date through and including January 28, 2015. The aggregate amount payable to the Series C stockholders calculated in accordance with the provisions of item (ii) of this paragraph at December 31 2011
would have been approximately $13,817. The redemption value
F-21
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
of the Series C Preferred Stock, representing the original purchase price plus accrued and unpaid dividends, and the number of common shares issuable in the event the conversion provisions are
exercised, at December 31 of each of the succeeding four year periods and at January 28, 2015 is expected to be as follows:
|
|
|
|
|
|
|
|
|
|
|
YEAR
|
|
REDEMPTION VALUE
|
|
|
COMMON SHARES ISSUABLE
UPON CONVERSION
|
|
|
2011
|
|
$
|
9,837
|
|
|
|
6,784,315
|
|
|
2012
|
|
$
|
10,988
|
|
|
|
7,577,534
|
|
|
2013
|
|
$
|
12,269
|
|
|
|
8,461,074
|
|
|
2014
|
|
$
|
13,699
|
|
|
|
9,447,635
|
|
|
January 28, 2015
|
|
$
|
13,817
|
|
|
|
9,529,123
|
|
There are no warrants outstanding at December 31, 2010 and December 2011.
(11) 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 4,100,000 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. At the Annual Meeting of Stockholders held on November 18, 2010, the 2005 Plan was amended to increase the number of shares available for
grant by an additional 5,955,109 shares. The 2010 amendment also increased the number of shares that may be granted under the 2005 Plan to any one participant in a given year from 300,000 to 1,000,000.
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.
F-22
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
Option activity for all Plans during the periods indicated is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NUMBER OF
OPTIONS
|
|
|
WEIGHTED
AVERAGE
EXERCISE PRICE
|
|
|
WEIGHTED
AVERAGE
REMAINING
CONTRACTUAL
TERM
|
|
|
AGGREGATE
INTRINSIC
VALUE
|
|
|
Outstanding at December 31, 2008
|
|
|
3,362,216
|
|
|
$
|
2.47
|
|
|
|
|
|
|
|
|
|
|
Issued
|
|
|
519,230
|
|
|
$
|
1.05
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(20,000
|
)
|
|
$
|
0.79
|
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
(243,084
|
)
|
|
$
|
4.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2009
|
|
|
3,618,362
|
|
|
$
|
2.12
|
|
|
|
|
|
|
|
|
|
|
Issued
|
|
|
1,600,000
|
|
|
$
|
1.27
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(51,334
|
)
|
|
$
|
1.38
|
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
(764,481
|
)
|
|
$
|
1.92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2010
|
|
|
4,402,047
|
|
|
$
|
1.25
|
|
|
|
|
|
|
|
|
|
|
Issued
|
|
|
2,597,600
|
|
|
$
|
1.04
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
(2,722,521
|
)
|
|
$
|
1.76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2011
|
|
|
4,277,126
|
|
|
$
|
1.45
|
|
|
|
7.33
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2011
|
|
|
1,928,264
|
|
|
$
|
1.97
|
|
|
|
4.74
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average grant-date fair value of options granted during the years 2009, 2010 and 2011 was
$0.63, $0.90 and $0.73, respectively. 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, 2011. During the years ended December 31, 2009, 2010 and 2011, the aggregate intrinsic value of options exercised under the Company’s stock option plans was $4, $33 and $0, respectively,
determined as of the date of exercise. Cash received from option exercises for the years ended December 31, 2009, 2010 and 2011 was $16, $71 and $0, respectively.
F-23
EDGAR ONLINE, INC.
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, 2009, 2010 and 2011. The Company also granted restricted shares out of treasury, and not under the 2005 Plan, to David Price, our Chief Financial Officer and Chief Operating Officer, during the year ended December 31,
2010. 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
|
|
|
WEIGHTED
AVERAGE
GRANT-DATE
FAIR VALUE
|
|
|
AGGREGATE
INTRINSIC
VALUE
|
|
|
Non-vested at December 31, 2008
|
|
|
270,556
|
|
|
$
|
2.82
|
|
|
|
|
|
|
Granted under 2005 Plan
|
|
|
228,462
|
|
|
$
|
1.10
|
|
|
|
|
|
|
Granted from treasury shares
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
Vested
|
|
|
(329,332
|
)
|
|
$
|
1.71
|
|
|
|
|
|
|
Cancelled
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at December 31, 2009
|
|
|
169,686
|
|
|
$
|
2.47
|
|
|
|
|
|
|
Granted under 2005 Plan
|
|
|
1,851,222
|
|
|
$
|
1.07
|
|
|
|
|
|
|
Granted from treasury shares
|
|
|
675,000
|
|
|
$
|
1.42
|
|
|
|
|
|
|
Vested
|
|
|
(141,991
|
)
|
|
$
|
1.86
|
|
|
|
|
|
|
Cancelled
|
|
|
(57,142
|
)
|
|
$
|
2.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at December 31, 2010
|
|
|
2,496,775
|
|
|
$
|
1.18
|
|
|
|
|
|
|
Granted
|
|
|
3,498,310
|
|
|
$
|
1.32
|
|
|
|
|
|
|
Granted from treasury shares
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
Vested
|
|
|
(2,042,702
|
)
|
|
$
|
1.13
|
|
|
|
|
|
|
Cancelled
|
|
|
(54,073
|
)
|
|
$
|
1.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at December 31, 2011
|
|
|
3,898,310
|
|
|
$
|
1.33
|
|
|
$
|
1,559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011, there was $4,125 of total unrecognized compensation cost related to
non-vested shares. That cost is expected to be recognized over a weighted average period of 1.89 years. The aggregate intrinsic value was calculated based on the market price of the Company’s common stock at December 31, 2011. During the
year ended December 31, 2011, the aggregate intrinsic value of shares vested was $2,443, determined based on the market price of the Company’s common stock on the respective vesting date.
At December 31, 2011, 4,766,474 shares are available for grant under the Company’s 2005 Plan.
F-24
EDGAR ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share and per share data)
(12) COMMITMENTS
The Company leases space in Norwalk, Connecticut, New York, New York, Rockville, Maryland, Bellevue, Washington and
Redwood City, California for its primary offices. Rent expense totaled $1,202, $1,333 and $1,643 for the years ended December 31, 2009, 2010 and 2011, respectively.
Future minimum payments under these operating leases as of December 31, 2011 are as follows:
|
|
|
|
|
|
|
YEAR ENDING DECEMBER 31,
|
|
OPERATING LEASES
|
|
|
2012
|
|
$
|
1,798
|
|
|
2013
|
|
|
1,423
|
|
|
2014
|
|
|
951
|
|
|
2015
|
|
|
749
|
|
|
2016
|
|
|
362
|
|
|
Thereafter
|
|
|
—
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,283
|
|
|
|
|
|
|
|
(13) SUBSEQUENT EVENTS
On February 28, 2012, we entered into a revised financing agreement (the “Revised Financing Agreement”)
with SVB which amended and restated the Credit Facilities. Under the Revised Financing Agreement, the term loan made by SVB to the Company under the Credit Facilities, having a current outstanding principal balance of $1,722,000, remains
outstanding and repayable in accordance with the existing payment schedule with an interest rate of 1.75% above the Wall Street Journal prime rate. The Revised Financing Agreement also provides for a working capital line of credit, subject to
the maintenance of certain financial ratios and covenants by the Company, as well as the availability of eligible accounts receivable against which SVB may advance funds. The interest rate on the revolving line of credit is 1.25% above the Wall
Street Journal prime rate. Under the Revised Financing Agreement, the term loan will be converted into an advance under the line of credit in the event that a targeted “quick ratio” falls below a certain level. The aggregate
principal amount of loans outstanding under the term loan and the line of credit may not exceed $5,000,000. The Company’s obligations to SVB are secured by a first priority security interest in substantially all of the Company’s
assets.
F-25
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