Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
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Notes to Financial Statements [Abstract] | |
(1) BASIS OF PRESENTATION |
(1) BASIS OF PRESENTATION
EDGAR Online, Inc. was incorporated in the State of Delaware in November 1995 under the name Cybernet Data Systems, launched its EDGAR Online website in January 1996, and went public in May 1999 under its current name. The Company creates and distributes financial data and public filings for equities, mutual funds, and a variety of other publicly traded assets. The highly detailed data produced by the Company assists in the analysis of the financial, business and ownership conditions of a company or investment vehicle. The Company has also developed high volume distribution techniques for managing and delivering regulatory filings. In addition, the Company has developed proprietary automated data parsing, tagging and processing systems that allow for rapid conversion of unstructured data into structured financial data sets. The Company specializes in the use of the financial reporting standard called eXtensible Business Reporting Language (XBRL) and leverages its automated processing platform and expertise in XBRL to produce both standard and custom data sets and to assist companies with the creation of their own XBRL financial reports. The Company also creates tools and web sites for easy viewing and analysis of this XBRL data. Consumers of our information are generally financial, corporate and advisory professionals who work in financial institutions such as investment funds, asset management firms, insurance companies and banks, stock exchanges and government agencies, as well as accounting firms, law firms, corporations or individual investors.
The unaudited interim financial statements of the Company as of June30, 2009 and for the three and six months ended June30, 2008 and 2009 included herein have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended (the Exchange Act), and Article 10 of Regulation S-X under the Exchange Act. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements.
In the opinion of the Company, the accompanying unaudited interim financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as of June30, 2009 and the results of its operations for the three and six months ended June30, 2008 and 2009 and cash flows for the six months ended June30, 2008 and 2009. The results for thethree and six months ended June30, 2009 are not necessarily indicative of the expected results for the full 2009 fiscal year or any future period.
These financial statements should be read in conjunction with the financial statements and related footnotes included in the Companys Annual Report on Form 10-K for the year ended December31, 2008, filed with the SEC in March 2009. The condensed consolidated balance sheet information was derived from the audited consolidated financial statements as of that date.
The preparat |
(2) LOSS PER SHARE |
(2) LOSS PER SHARE
Basicloss per share excludes dilution for common stock equivalents and is computed by dividingnet loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects, in periods in which they have a dilutive effect, the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted and resulted in the issuance of common stock.
Diluted loss per share is the same as basic loss per share amounts, as the outstanding stock options, unvested restricted stock grants and warrants are anti-dilutive for each of the periods presented. At June30, 2008 and 2009, the number of anti-dilutive securities outstanding were 3,942,237 and 3,886,427, respectively. |
(3) SOFTWARE DEVELOPMENT COSTS |
(3) SOFTWARE DEVELOPMENT COSTS
The Company capitalizes software development costs in accordance with Statement of Financial Accounting Standards (SFAS) No.86, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed (SFAS86). 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 products estimated economic useful life to cost of revenues. Net capitalized software development costs (included in other assets) totaled $416 and $307 at December31, 2008 and June30, 2009, respectively. Related amortization expense, included in cost of revenues, totaled $55 for both the three months ended June30, 2008 and 2009 and $109 for both the six months ended June30, 2008 and 2009.
The Company capitalizes internal-use software development costs in accordance with Statement of Position (SOP) No.98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use (SOP 98-1). SOP 98-1 requires that entities capitalize certain internal-use software 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 softwares estimated economic useful life in amortization and depreciation expense. Our computer software is also subject to review for impairment as events or changes in circumstances occur indicating that the amount of the asset reflected in the Companys balance sheet may not be recoverable. Net capitalized internal-use software costs (included in property and equipment) were $725 and $1,370 at December31, 2008 and June30, 2009, respectively. Related amortization expense totaled $0 and $80 in the three months ended June30, 2008 and 2009, respectively and $0 and $124 in the six months ended June30, 2008 and 2009, respectively. |
(4) LONG-TERM DEBT |
(4) LONG-TERM DEBT
On April5, 2007, the Company entered into a Financing Agreement (Financing Agreement) with Rosenthal Rosenthal, Inc. (Rosenthal) for additional working capital. Under the Financing Agreement, Rosenthal made a term loan in the principal amount of $2,500 to the Company and has additionally agreed to provide up to an additional $2,500 under a revolving line of credit. Interest on outstanding borrowings under the Financing Agreement is payable at variable rates of interest over the published JPMorgan Chase prime rate (with a minimum prime rate of 6%), 2.5% on the term loan and 2% on borrowings under the revolving credit facility. The Companys obligations under the term loan are evidenced by a secured Term Note and all of the Companys obligations to Rosenthal are secured by a first priority security interest in substantially all of the Companys assets.
The Financing Agreement, as amended most recently on March13, 2009, terminates on March30, 2011 unless sooner terminated by either party in accordance with the terms of the Financing Agreement. The terms include a provision that would allow the lender to accelerate the due date of the debt based on certain circumstances. The Company is required to maintain certain levels of working capital and tangible net worth pursuant to the Financing Agreement. On April22, 2008, these amounts were amended effective as of December31, 2007. On March13, 2009, these amounts were amended effective as of December31, 2008. The Company was in compliance with the amended terms at June30, 2009.
In connection with the Financing Agreement, the Company issued to Rosenthal a warrant to purchase 100,000 shares of the Companys common stock at an exercise price equal to $2.81 (the market price of the Companys common stock on the closing date of the transaction) which warrant expires on April30, 2010. A discount related to the warrant totaling $125 was recorded based on the Black-Scholes-Merton fair value of the warrant on the date of issue and is being amortized over the term of the Financing Agreement. Also in connection with this transaction, the Company paid its financial advisor $125, which represents 3% of the gross principal amount of the term loan and 2% of the gross principal amount of the revolving credit.
The term loan, as amended, is due as follows: (i)$21 per month from July1, 2008 through and including March1, 2009; (ii)$42 from April1, 2009 through the maturity date and (iii)the entire remaining unpaid balance on the maturity date. At June30, 2009, $500 was classified as the current portion of long-term debt and $1,647 was classified long-term debt. There were $77 of unamortized deferred financing costs included in other assets. The Company has not received any funding under the revolving line of credit as of June30, 2009. Interest expense under the Agreement, totaled $96 and $77 for the three months ended June30, 2008 and 2009, respectively, and included $31 and $17, respectively, of amortization of deferred financing costs and warrant discount. Interest expense under the Agreement, totaled $195 and $173 for the six months ended June30, 2008 and 2009, respectively, and included $61 an |
(5) STOCK-BASED COMPENSATION |
(5) STOCK-BASED COMPENSATION
Stock Compensation Expense
The Company records stock-based compensation expense under the provisions of SFAS No.123 (R), Share-Based Payment, (SFAS 123(R)). Stock-based compensation expense for the three and six months ended June30, 2008 and 2009 was recognized in the following income statement expenses:
ThreeMonthsEndedJune30, SixMonthsEndedJune30,
2008 2009 2008 2009
Cost of revenues $ 12 $ 12 $ 25 $ 23
Sales and marketing 86 94 159 205
Product development 41 30 79 65
General and administrative 159 176 318 484
Total stock compensation expense $ 298 $ 312 $ 581 $ 777
This expense increased the Companys net loss per share by $0.01 in both the three months ended June30, 2008 and 2009, and by $0.02 and $0.03 in the six months ended June30, 2008 and 2009, respectively
The estimated per share weighted-average grant-date fair values of stock options granted during the three months ended June30, 2008 was $1.31. There were no stock options granted in the three months ended June30, 2009. The estimated per share weighted-average grant-date fair values of stock options granted during the six months ended June30, 2008 and 2009 were $1.52 and $1.01, respectively. Amounts were determined using the Black-Scholes-Merton option pricing model based on the following assumptions:
SixMonthsEndedJune30,
2008 2009
Expected dividend yield 0.0 % 0.0 %
Expected volatility 76 % 74.46 %
Risk-free interest rate 3.82-3.86 % 2.04 %
Expected life in years 6 6
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 Companys present intention to retain earnings, if any, for use in the operation and expansion of the Companys business;
Expected volatility determined considering historical volatility of the Companys common stock over the preceding six years;
Risk-free interest rate based on the yield available on U.S. 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.
Stock Options and Restricted Stock Grants as of June30, 2009
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 4.1million shares of the Companys common stock since the Companys inception. All remaining available shares under the Companys prior stock option plans are now available under the 2005 Plan. 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 aw |
(6) SEVERANCE COSTS |
(6) SEVERANCE COSTS
In 2007, the Company accrued $2,011 of severance costs related to several executive and other employee terminations. As part of the employment and/or severance agreements, all options held by the terminated executives vested immediately. As a result, additional-paid-in-capital was increased by $465 in the year ended December31, 2007 to recognize previously unrecognized stock compensation remaining from the original grant date valuation of the options. At June30, 2009, there were $260 of remaining severance cost accruals included in accrued expenses. |
(7) FAIR VALUE OF FINANCIAL INSTRUMENTS |
(7) FAIR VALUE OF FINANCIAL INSTRUMENTS
The financial statement carrying value of the Companys cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities at December31, 2008 and June30, 2009, approximate their fair value because of the immediate or short-term maturity of these instruments. The Company maintains a cash balance at one financial institution with balances insured by the Federal Deposit Insurance Corporation (FDIC). At times, the balance at such financial institution exceeds the FDIC insured limits. The financial statement carrying value of the Companys long-term debt approximates its fair value based on interest rates currently available to the Company for borrowings with similar characteristics and maturities. |
(8) RECENT ACCOUNTING PRONOUNCEMENTS |
(8) RECENT ACCOUNTING PRONOUNCEMENTS
In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) FAS 107-1 and Accounting Principles Board Opinion (APB) APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP 107-1 and APB 28-1). FSP 107-1 and APB 28-1 require that disclosures about the fair value of a companys financial instruments be made whenever summarized financial information for interim reporting periods is made. The provisions of FSP 107-1 are effective for interim reporting periods ending after June15, 2009, with early adoption permitted for periods ending after March15, 2009. Early adoption of FSP 107-1 and APB 28-1 may be made only if FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP 157-4) and FSP FAS 115-2 and FAS 124-2 Recognition and Presentation of Other-Than-Temporary Impairments (FSP 115-2 and FSP124-2) are also adopted early. The adoption of FSP 107-1 and APB 28-1 had no effect on the Companys consolidated financial statements.
In April 2009, the FASB issued FSP 157-4. FSP 157-4 does not change the definition of fair value as detailed in SFAS 157, but provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased. The provisions of FSP 157-4 are effective for interim and annual reporting periods ending after June15, 2009, with early adoption permitted for periods ending after March15, 2009. If early adoption is elected for either FSP115-2 or FSP 107-1 and APB 28-1, FSP 157-4 must also be adopted early. The adoption of FSP 157-4 had no effect on the Companys consolidated financial statements.
In April 2009, the FASB issued FSP 115-2 and FSP 124-2. FSP 115-2 and FSP 124-2 amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities and provides additional disclosure requirements for other-than-temporary impairments for debt and equity securities. FSP 115-2 and FSP 124-2 addresses the determination as to when an investment is considered impaired, whether that impairment is other than temporary, and the measurement of an impairment loss. The provisions of FSP 115-2 and FSP 124-2 are effective for interim and annual reporting periods ending after June15, 2009, with early adoption permitted for periods ending after March15, 2009. If early adoption is elected for either FSP 157-4 or FSP 107-1 and APB 28-1, FSP 115-2 and FSP 124-2 must also be adopted early. The adoption of FSP 115-2 and FSP 124-2 had no effect on the Companys consolidated financial statements.
In May 2009, the FASB issued SFAS No.165, Subsequent Events (SFAS 165) effective for interim financial periods ending after June15, 2009. SFAS 165 establishes principles and requirements for subsequent events. SFAS 165 defines the period after the balance sheet date during which events or transactions that may occur would be required to be disclosed in a companys financial statements. Public entities are required to evaluate subsequent ev |