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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-25107
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EARTHWEB INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3899472
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3 Park Avenue, New York, New York 10016
(Address of Principal Executive Offices, including Zip Code)
Registrant's Telephone Number, Including Area Code: (212) 725-6550
----------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
As of August 1, 2000, the registrant had outstanding 10,406,100 shares of
common stock, $.01 par value.
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EARTHWEB INC.
TABLE OF CONTENTS
Page
No.
----
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements:
Condensed Consolidated Balance Sheets as of June 30, 2000 and December
31, 1999.............................................................. 3
Condensed Consolidated Statements of Operations for the three and six
months ended June 30, 2000 and 1999................................... 4
Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 2000 and 1999.......................................... 5
Notes to Condensed Consolidated Financial Statements................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................. 10
Item 3.Quantitative and Qualitative Disclosures About Market Risk.......... 12
PART II. OTHER INFORMATION
Item 1.Legal Proceedings................................................... 13
Item 2.Changes in Securities and Use of Proceeds........................... 13
Item 3.Defaults Upon Senior Securities..................................... 13
Item 4.Submission of Matters to a Vote of Security Holders................. 13
Item 5.Other Information................................................... 13
Item 6.Exhibits and Reports on Form 8-K.................................... 14
Signatures................................................................. 15
2
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
EARTHWEB INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
June 30, December 31,
2000 1999
----------- ------------
(unaudited)
ASSETS:
Current assets:
Cash and cash equivalents........................... $ 52,054 $ 13,054
Marketable securities............................... 6,327 6,242
Accounts receivable, net............................ 7,270 4,776
Prepaid expenses and other current assets........... 3,282 2,482
-------- --------
Total current assets.............................. 68,933 26,554
Fixed assets, net................................... 14,350 7,272
Intangible assets, net.............................. 74,802 53,790
Other assets........................................ 4,543 1,573
-------- --------
Total assets...................................... $162,628 $ 89,189
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable and accrued expenses............... $ 10,976 $ 11,980
Accrued interest.................................... 2,460 32
Amounts due under acquisition agreements............ 11,112 6,122
Deferred revenue.................................... 4,618 2,006
Leases payable--short-term.......................... 1,599 403
Notes payable--short-term........................... 511 486
-------- --------
Total current liabilities......................... 31,276 21,029
Convertible notes payable........................... 80,875 5,743
Notes payable--long-term............................ 519 782
Leases payable--long-term........................... 1,106 642
Other liabilities................................... 1,583 2,083
-------- --------
Total liabilities................................. 115,359 30,279
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $.01; 2,000,000
authorized, none issued............................ -- --
Common stock, par value $.01; 21,750,000 authorized;
10,345,683 and 9,817,772 issued.................... 103 98
Additional paid in capital.......................... 123,475 111,283
Unearned compensation............................... (154) (386)
Accumulated comprehensive other income.............. 26 110
Treasury stock, at cost, 4,713 shares............... (200) (200)
Accumulated deficit................................. (75,981) (51,995)
-------- --------
Total stockholders' equity........................ 47,269 58,910
-------- --------
Total liabilities and stockholders' equity........ $162,628 $ 89,189
======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
EARTHWEB INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except per share data)
Three months Six months ended
ended June 30, June 30,
----------------- ------------------
2000 1999 2000 1999
-------- ------- -------- --------
Revenues............................... $ 16,502 $ 7,199 $ 30,160 $ 10,931
Cost of revenues....................... 4,582 2,587 9,026 4,066
-------- ------- -------- --------
Gross profit........................... 11,920 4,612 21,134 6,865
-------- ------- -------- --------
Operating expenses:
Product development.................. 2,914 879 4,916 1,616
Sales and marketing.................. 10,207 6,724 20,037 11,911
General and administrative........... 3,283 3,031 6,145 4,629
Depreciation......................... 1,057 365 1,845 611
Amortization......................... 6,184 2,948 11,150 4,479
-------- ------- -------- --------
Total operating expenses........... 23,645 13,947 44,093 23,246
-------- ------- -------- --------
Loss from operations................... (11,725) (9,335) (22,959) (16,381)
Interest expense....................... (1,614) (163) (2,878) (174)
Interest and other income.............. 984 322 1,851 567
-------- ------- -------- --------
Net loss............................... $(12,355) $(9,176) $(23,986) $(15,988)
======== ======= ======== ========
Basic and diluted net loss per share... $ (1.20) $ (1.02) $ (2.38) $ (1.85)
======== ======= ======== ========
Weighted average shares of common stock
outstanding........................... 10,255 9,006 10,072 8,651
======== ======= ======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
EARTHWEB INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Six months ended
June 30
------------------
2000 1999
-------- --------
Cash flows from operating activities:
Net loss................................................ $(23,986) $(15,988)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation............................................ 1,845 611
Amortization of intangible assets....................... 11,150 4,479
Amortization of deferred financing costs................ 273 --
Provision for doubtful accounts......................... 355 124
Charge related to issuance of stock options............. 111 603
Interest accrued on convertible notes................... 2,540 135
Changes in operating assets and liabilities:
Accounts receivable..................................... (2,591) (977)
Prepaid expenses and other assets....................... (1,007) 111
Accounts payable and accrued expenses................... (2,069) 2,540
Deferred revenue........................................ 2,084 1,309
Other liabilities....................................... 117 636
-------- --------
Net cash used in operating activities: (11,178) (6,417)
-------- --------
Cash flows from investing activities:
Purchase of fixed assets................................ (7,851) (1,394)
Payments for acquisitions............................... (13,701) (5,773)
Purchase of investment securities....................... -- (344)
-------- --------
Net cash used in investing activities..................... (21,552) (7,511)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock, net............. 640 25,370
Proceeds from issuance of convertible notes, net........ 77,600 --
Payments of obligations under acquisition agreements.... (5,885) --
Payments of principal on capital leases and notes
payable................................................ (625) (389)
-------- --------
Net cash provided by financing activities................. 71,730 24,981
-------- --------
Net change in cash and cash equivalents for the period.... 39,000 11,053
Cash and cash equivalents, beginning of period............ 13,054 25,292
-------- --------
Cash and cash equivalents, end of period.................. $ 52,054 $ 36,345
======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
EARTHWEB INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. The Company and Basis of Presentation
EarthWeb Inc. ("EarthWeb" or the "Company") is a leading provider of career
development resources and technical expertise to the world's information
technology ("IT") professionals, and provides a comprehensive set of solutions
to a broad range of IT professionals: chief technology officers ("CTOs"), IT
managers, IT recruiters/HR managers, corporate IT purchasers, programmers,
network managers and system administrators.
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in
the United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information required by accounting principles
generally accepted in the United States of America for annual financial
statements. In the opinion of management, all adjustments (consisting only of
normal recurring accruals) considered necessary for a fair presentation have
been included. The results for the interim periods presented are not
necessarily indicative of the results that may be expected for any future
period. The following information should be read in conjunction with the
financial statements and notes thereto included in EarthWeb's annual report on
Form 10-K for the year ended December 31, 1999.
Certain amounts from the prior year have been reclassified to conform to the
current period presentation.
2. Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported
in the condensed consolidated financial statements and accompanying notes.
Actual results could differ from these estimates. EarthWeb's significant
estimates include the useful lives and recoverability of fixed assets and
intangible assets, the allowance for doubtful accounts and the income tax
valuation allowance.
3. Acquisitions
In January 2000 and February 2000, EarthWeb acquired the Web sites CCPrep
and NetCerts, respectively, both of which offer online certification
preparation products and services designed for IT professionals seeking
certification for Cisco products. The aggregate purchase price of both
acquisitions was $3.2 million of which $2.0 million was paid at closing,
consisting of $650,000 in cash and 41,247 shares of EarthWeb common stock. The
remaining payment of $1.2 million, which was payable in cash or EarthWeb
common stock, at the Company's option, was paid in cash in July 2000.
In February 2000, EarthWeb completed the acquisition of Measure Up, Inc.
("Measure Up"), a company that provides online certification preparation and
assessment solutions for IT professionals. Total consideration for the
acquisition was $15.0 million, with contingent earnout obligations under the
acquisition agreement based on operating performance with an aggregate value
of up to $10.0 million. The purchase price consisted of (a) $10.0 million in
cash paid at closing, (b) $2.5 million, which consisted of $190,500 in cash
and 150,947 shares of EarthWeb common stock and was paid in May 2000 and (c)
$2.5 million due in August 2000, of which the Company will pay $190,500 in
cash, with the remainder to be paid in EarthWeb common stock or cash at the
Company's option. The additional earnout obligations would be payable in the
form of cash or common stock over a period of three years. Under the terms of
the acquisition agreement and a related escrow agreement, the 150,947 shares
of EarthWeb common stock paid in May 2000 were released from escrow and 41,387
shares remain in escrow to secure potential future payments.
In February 2000, EarthWeb acquired Cambridge Information Network ("CIN"), a
leading Web site for IT executives. The consideration totaled approximately
$8.0 million, $3.0 million of which was paid at closing in
6
EARTHWEB INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(unaudited)
cash, $1.0 million of which was paid in March 2000 with 39,678 shares of
EarthWeb common stock, and $1.0 million of which was paid in June 2000 in
cash. The remaining payment is due in the third quarter of 2000 and is payable
in the form of EarthWeb common stock or cash at the Company's option.
In March 2000, the Company issued 126,475 shares of common stock in exchange
for the convertible notes issued in connection with the acquisition of
MicroHouse International, Inc. (now known as EarthWeb Knowledge Products,
Inc.). In April 2000, the Company issued 76,270 shares of common stock and
paid $2.0 million in cash pursuant to the earnout obligations under the
acquisition agreement with D&L Online, Inc. (now known as EarthWeb Career
Solutions, Inc.).
These transactions have been accounted for using the purchase method of
accounting and, accordingly, the purchase price of each acquisition has been
allocated to assets acquired and liabilities assumed based on their respective
fair values. The unallocated excess of purchase price, plus transaction
expenses, over the net assets acquired have been allocated to goodwill and
other intangibles and are being amortized on a straight-line basis over a
period of three to four years. The results of operations for each have been
included with those of EarthWeb for periods subsequent to the date of each
acquisition.
The following unaudited pro forma summary presents consolidated results of
operations for the Company as if the acquisitions of Measure Up, Cambridge
Information Network, MicroHouse International, Inc., D&L Online, Inc., CCPrep,
codeguru and SysOpt.com had been consummated as of the beginning of each
period presented. The unaudited pro forma information does not necessarily
reflect the results that would have been achieved had the acquisitions
occurred on such dates, nor is it necessarily indicative of future
consolidated results of the Company.
Six months ended
June 30,
------------------
2000 1999
-------- --------
(in thousands
except per share
data)
Revenues................................................ $ 30,467 $ 13,641
Net loss................................................ (25,831) (23,551)
Basic and diluted loss per share........................ $ (2.52) $ (2.56)
======== ========
Weighted average shares of common stock outstanding..... 10,269 9,213
======== ========
Pro forma adjustments include: (i) amortization of goodwill and other
intangible assets recorded as a result of the acquisitions, (ii) adjustment
related to D&L Online Inc.'s Subchapter S corporation distribution which was
recorded as compensation expense that will not be incurred in the future as
well as to record the associated tax charge, which does not assume the use of
EarthWeb's net operating loss carryforwards, (iii) adjustment to reflect the
accretion of the discount on the convertible note issued in connection with
the acquisition of MicroHouse, and (iv) adjustment of the weighted average
shares of common stock outstanding used in the calculation of earnings per
share to reflect shares issued in connection with the acquisitions. The
weighted average shares of common stock outstanding does not include shares
that may be issued after June 30, 2000 to fulfill obligations of approximately
$9.5 million due under various acquisition agreements.
As of June 30, 2000 the Company had $12.0 million in obligations due under
acquisition agreements of which $2.5 million is required to be paid in cash
and $9.5 million is payable in either cash, stock or any combination thereof,
at the option of the Company. Of the $12.0 million due, $875,000 is due under
a convertible note payable.
7
EARTHWEB INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(unaudited)
4. Long-Term Debt--Convertible Subordinated Notes
In the quarter ended March 31, 2000, EarthWeb completed a private offering
pursuant to Rule 144A of $80.0 million face value, 7% convertible subordinated
notes due January 25, 2005 (the "Convertible Notes"). Proceeds to EarthWeb,
net of issuance costs, were approximately $77.6 million. Pursuant to a
prospectus dated May 9, 2000, as supplemented from time to time, the holders
of the Convertible Notes may offer for sale the Convertible Notes and the
shares into which the Convertible Notes are convertible. The Convertible Notes
are convertible, at the option of the holder, at any time on or prior to
maturity into shares of EarthWeb common stock. The conversion price, subject
to adjustment, is $39.10 per share, which is equal to a conversion rate of
25.5754 shares per $1,000 principal amount of Convertible Notes. Interest on
the Convertible Notes is payable semiannually on January 25 and July 25 of
each year, beginning July 25, 2000. EarthWeb may redeem some or all of the
Convertible Notes at any time before January 25, 2003 at the redemption price
equal to $1,000 per $1,000 principal amount of the Convertible Notes to be
redeemed plus accrued and unpaid interest, if any, to the provisional
redemption date if the closing price to EarthWeb common stock exceeds 150% of
the conversion price for at least 20 trading days within a period of 30
consecutive trading days ending on the trading day before the date of mailing
of the provisional redemption notice. Upon any provisional redemption the
Company is required to make an additional payment in cash with respect to the
Convertible Notes called for redemption to holders in an amount equal to
$130.43 per $1,000 principal amount of Convertible Notes, less the amount of
any interest actually paid on the Convertible Notes prior to the notice date
of the provisional redemption. Additionally, the Company is obligated to make
this supplementary payment on all Convertible Notes called for provisional
redemption, including any Convertible Notes converted after the notice date
and before the provisional redemption date. On or after January 25, 2003, the
Company will be entitled to redeem the notes for cash as a whole at any time,
or from time to time in part, at the following redemption prices (plus accrued
cash interest to the redemption date); from January 25, 2003 through January
24, 2004 at a price of 102.8% per $1,000 principal amount; thereafter at a
price of 101.4% per $1,000.
5. Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value.
Convertible Notes
The fair value of the Company's Convertible Notes is estimated based on the
market price of the Convertible Notes as of June 30, 2000.
The estimated fair values of the Company's financial instruments are as
follows (unaudited):
June 30, 2000
----------------
Carrying Fair
Amount Value
-------- -------
(in thousands)
Convertible Notes.............................................. $80,000 $39,448
6. Supplemental Disclosure of Non-cash Transactions
In the six months ended June 30, 2000, the Company acquired computer
equipment and software through capital leases totaling $2.1 million.
In the six months ended June 30, 1999, the Company acquired computer
equipment through capital leases totaling $200,000.
8
7. Stockholders' Equity
The Board of Directors adopted an amendment to EarthWeb's 1998 Stock
Incentive Plan (the "Plan") to increase the number of shares of common stock
authorized for issuance under the Plan by an additional 1,500,000 shares and
to provide for an increase in the number of shares available under the Plan's
annual renewal mechanism. The shareholders approved this amendment to the Plan
at the Company's Annual Meeting of Shareholders on May 31, 2000.
9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion of the financial condition and results of
operations of EarthWeb should be read in conjunction with the Management's
Discussion and Analysis of Financial Condition and Results of Operations and
the Consolidated Financial Statements and the notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999, and
the financial statements and pro forma financial information and notes thereto
contained in the Company's Current Report on Form 8-K dated February 8, 2000,
reflecting the acquisition of Measure Up. This quarterly report on Form 10-Q
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements involve risks and
uncertainties and actual results could differ materially from those discussed
in the forward-looking statements. All forward-looking statements included in
this document are made as of the date hereof, and the risk factors set forth
in the Company's Annual Report on Form 10-K for the year ended December 31,
1999 were made as of the date thereof, in both cases based on information
available to EarthWeb as of the respective dates thereof, and EarthWeb assumes
no obligation to update any forward-looking statement or risk factors.
Results of Operations
Revenues. Revenues for the three and six months ended June 30, 2000 were
$16.5 and $30.2 million versus $7.2 million and $10.9 million, respectively,
for the three and six months ended June 30, 1999. The increase in revenues was
primarily due to increases in customers and the average amount spent per
customer in our paid job listing and advertising businesses, increased sales
of our premium products, and the impact of the operations of companies
acquired during 1999 and 2000. Specifically the increase in revenues
attributable to a full six months of operations in 2000 versus a partial
period of operations in the 1999 period for D&L Online, Inc. (acquired
February 1999), MicroHouse International, Inc. (acquired March 1999) and a
partial period of operations in 2000 versus no operations in 1999 for Measure
Up, Inc. (acquired February 2000) was approximately $2.7 million. Revenues
from paid job listings accounted for 58%, banner and sponsorship advertising
for 28%, and premium products for 14% of total revenues in the second quarter
of 2000, compared to 50%, 36% and 14% of total revenues in the second quarter
1999. For the three and six months ended June 30, 2000 and 1999 no single
advertiser accounted for more than 10% of revenue. Barter advertising revenue
accounted for less than 10% and approximately 11% of revenues for the six
months ended June 30, 2000 and 1999, respectively. Barter advertising revenues
primarily related to the exchange of advertisements and promotional activities
with other companies.
Cost of Revenues. EarthWeb's cost of revenues consists primarily of employee
salaries and related expenses, computer systems related expenses required to
support and deliver EarthWeb's online services, consulting fees, cost of
materials for premium products, royalties, Internet access fees and hosting
fees. Cost of revenues for the three and six months ended June 30, 2000 were
$4.6 million and $9.0 million versus $2.6 million and $4.1 million,
respectively, for the three and six months ended June 30, 1999. The increase
in cost of revenues was primarily attributable to an increase in computer
systems related expenses, the cost of materials for premium products,
consulting fees and freelance writing costs needed to support the expansion of
EarthWeb's online service offerings, and employee related expenses. Cost of
revenues grew at a slower rate than revenues primarily as a result of the
ability to leverage the cost structure of the paid job listing business.
Management expects costs of revenues to increase in absolute dollars in future
periods as EarthWeb's business continues to grow.
Product Development Expenses. EarthWeb's product development expenses
consist primarily of employee salaries and related expenses, content
conversion costs, consulting fees and computer systems related expenses
required to develop new or enhanced service offerings. Product development
expenses for the three and six months ended June 30, 2000 were $2.9 million
and $4.9 million versus $879,000 and $1.6 million, respectively, for the three
and six months ended June 30, 1999. The increase in product development
expenses was primarily attributable to the redesign of the Company's Web
sites, the expansion of EarthWeb's online services and product offerings, and
an increase in employee related expenses.
10
Sales and Marketing Expenses. Sales and marketing expenses consist primarily
of advertising, employee salaries, commissions and related expenses of
EarthWeb's sales force and marketing personnel, and promotional materials.
Sales and marketing expenses for the three and six months ended June 30, 2000
were $10.2 million and $20.0 million versus $6.7 million and $11.9 million,
respectively, for the three months and six months ended June 30, 1999. The
increase was primarily attributable to an increase in advertising expenses of
approximately $1.3 million and $2.9 million from the three and six months
ended June 30, 1999, respectively, to the corresponding periods in 2000,
related to marketing programs designed to enhance brand recognition for our
products. Additionally, salaries, commissions and related costs increased by
approximately $1.4 million and $2.4 million from the three and six months
ended June 30, 1999, respectively, to the corresponding periods in 2000, and
was mainly due to expansion of the sales force. Also, an increase of $1.1
million from the six months ended June 30, 1999 to the six months ended June
30, 2000 is attributed to the effect of the acquisitions. The remainder of the
increase in the three and six month period is attributed to other costs to
support the sales and marketing efforts of the Company. Barter transactions as
a percentage of sales and marketing expenses accounted for approximately 12%
for the three and six months ended June 30, 2000 versus 11% and 10% for the
three and six months ended June 30, 1999. Management expects sales and
marketing expenses to increase in absolute dollars due to the continuing
growth of its sales force and increases in advertising and promotional
activities to support higher sales.
General and Administrative Expenses. General and administrative expenses
consist primarily of employee salaries and related expenses for executive,
administrative, and accounting personnel, facility costs, recruiting fees and
professional fees. General and administrative expenses for the three and six
months ended June 30, 2000 were $3.3 million and $6.1 million versus $3.0
million and $4.6 million, respectively, for the three and six months ended
June 30, 1999. The increase in general and administrative expenses was
primarily attributable to an increase in salaries and other employee related
expenses and to facilities related expenses in order to support and grow the
Company's businesses. Additionally, an increase of approximately $850,000 from
the six months ended June 30, 1999 to the six months ended June 30, 2000 is
attributed to effect of the acquisitions. In the second quarter of 1999 the
Company recorded a one-time, primarily non-cash charge of approximately
$672,000.
Depreciation. Depreciation for the three and six months ended June 30, 2000
was $1.1 million and $1.8 million versus $365,000 and $611,000, respectively,
for the three and six months ended June 30, 1999. The increase was primarily a
result of additional property, equipment and capitalized software purchased.
Management expects depreciation to increase due to continuing purchases of
computer hardware and software.
Amortization. Amortization results primarily from amortization of intangible
assets related to acquisitions. Amortization for the three and six months
ended June 30, 2000 was $6.2 million and $11.2 million versus $2.9 million and
$4.5 million, respectively, for the three and six months ended June 30, 1999.
The increase was a result of acquisitions consummated in 2000 and to a full
period of amortization of the intangible assets from the acquisitions
consummated in 1999. Management expects amortization to increase in 2000 due
to future earnout payments for acquisitions consummated in 1999 and the first
quarter of 2000.
Interest Expense. Interest expense for the three and six months ended June
30, 2000 was $1.6 million and $2.9 million versus $163,000 and $174,000,
respectively, for the three and six months ended June 30, 1999. The increase
resulted primarily from the issuance of the Convertible Notes in the first
quarter of 2000.
Interest and Other Income. Interest and other income for the three and six
months ended June 30, 2000 was $984,000 and $1.9 million, versus $322,000 and
$567,000, respectively, for the three and six months ended June 30, 1999. This
increase resulted primarily from interest earned on the cash raised from the
issuance of the Convertible Notes in the first quarter of 2000.
Income Taxes. No provision for federal and state income taxes has been
recorded as EarthWeb has incurred net operating losses through June 30, 2000.
Given EarthWeb's limited operating history and losses incurred to
11
date, management does not believe that the realization of the related deferred
income tax assets meets the criteria required by generally accepted accounting
principles and, accordingly, a full valuation allowance has been recorded.
Liquidity and Capital Resources
EarthWeb historically has satisfied its cash requirements primarily through
equity offerings, lease financings, and more recently, with the issuance of
the Convertible Notes.
Net cash used in operating activities was $11.2 million for the six months
ended June 30, 2000 versus $6.4 million for the six months ended June 30,
1999. The increase in cash used in operating activities in 2000 was primarily
attributable to changes in working capital related to the growth of EarthWeb's
business.
Net cash used in investing activities for the six months ended June 30, 2000
of $21.6 million was primarily attributable to payments made of $13.7 million
for acquisitions and of $7.9 million for the purchase of fixed assets. Net
cash used in investing activities for the six months ended June 30, 1999 of
$7.5 million was primarily attributable to payments made of $5.8 million for
acquisitions and of $1.4 million for the purchase of fixed assets.
Net cash from financing activities was $71.7 million for the six months
ended June 30, 2000, which primarily consisted of $77.6 million related to the
completion of a private offering of $80.0 million face value Convertible
Notes, partially offset by $5.9 million used for obligations due under
acquisition agreements previously consummated. Net cash from financing
activities of $25.0 million for the six months ended June 30, 1999 was
primarily related to a public offering of common stock in May 1999.
As of June 30, 2000 the Company had $12.0 million in obligations due under
acquisition agreements of which $2.5 million is required to be paid in cash
and $9.5 million is payable in either cash, stock or any combination thereof,
at the Company's option. Of the $12.0 million due, $875,000 is due under a
convertible note payable.
EarthWeb will continue to evaluate possible acquisitions of, or investments
in, business products and technologies that are complementary to those of
EarthWeb, which may require the use of cash. Management believes that existing
cash balances will be sufficient to meet anticipated cash requirements for at
least the next twelve months; however, EarthWeb may sell additional equity or
debt securities or obtain credit facilities. The sale of additional securities
could result in dilution to EarthWeb's stockholders.
Recent Accounting Pronouncements
In November 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 100, "Restructuring and Impairment
Charges." In December 1999, the SEC issued SAB No. 101, "Revenue Recognition
in Financial Statements." SAB No. 100 expresses the views of the SEC staff
regarding the accounting for and disclosure of certain expenses not commonly
reported in connection with exit activities and business combinations. This
includes the accrual of exit and employee termination costs and the
recognition of impairment charges. SAB No. 101 expresses the views of the SEC
staff in applying generally accepted accounting principles to certain revenue
recognition issues. EarthWeb does not believe that these SABs have a material
impact on its financial position or its results of operations.
In March 2000, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 44 ("FIN 44"), "Accounting for Certain Transactions
involving Stock Compensation". FIN 44, an interpretation of APB Opinion No.
25, does not change FASB Statement No. 123 "Accounting for Stock Issued to
Employees". FIN 44 expresses the views of the FASB regarding the recognition
of compensation expense in several situations where no expense is recognized
under current practice, including option repricings, business combinations
under the purchase method of accounting and plans that permit tax
withholdings. The Company does not believe that this FASB interpretation
statement will have a material impact on its financial position or its results
of operations in the current quarter.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
12
PART II--OTHER INFORMATION
Item 1. Legal Proceedings
EarthWeb is not a party to any material legal proceedings.
Item 2. Changes in Securities and Use of Proceeds
On February 8, 2000 the Company acquired all of the capital stock of Measure
Up, Inc. Under the terms of the stock purchase agreement and a related escrow
agreement, the Company placed 192,334 shares of restricted common stock into
an escrow account to secure a payment due under terms of the stock purchase
agreement and future potential obligations contingent on the achievement of
certain future performance targets. On May 8, 2000, 150,947 of the 192,334
shares placed in escrow were released to the sellers as part of the payment
due under the stock purchase agreement. These shares were registered pursuant
to the Company's Registration Statement on Form S-3 filed with the SEC on May
16, 2000, which was declared effective on June 6, 2000.
On April 3, 2000 the Company issued 76,270 shares of restricted common stock
and paid $2.0 million in cash pursuant to a contingency provision as part of
the acquisition agreement with D&L Online, Inc. These shares were registered
pursuant to the Company's Registration Statement on Form S-3 filed with the
SEC on May 16, 2000, which was declared effective on June 6, 2000.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
On May 31, 2000, at the annual meeting of shareholders for EarthWeb, the
following proposals were approved by the shareholders (with the results of the
respective votes indicated in parentheses): (i) two directors, Murray Hidary
and Cary Davis, were re-elected (Murray Hidary For - 8,479,606, Against -
242,608; Cary Davis For - 8,683,415, Against - 38,799); (ii) EarthWeb's
Restated Certificate of Incorporation was amended to increase the number of
authorized shares of common stock and eliminate certain classes of preferred
stock (For - 8,544,956, Against - 170,026, Abstain - 7,232); (iii) EarthWeb's
1998 Stock Incentive Plan was amended to increase the number of shares of
common stock authorized for issuance under the Plan and to increase the number
of shares available under the Plan's annual renewal mechanism (For -
4,841,100, Against - 413,114, Abstain - 10,653); and (iv) the selection of
PricewaterhouseCoopers as the company's independent auditors for the year
ended December 31, 2000 was ratified (For - 8,680,808, Against - 25,285,
Abstain - 16,121).
We incorporate by reference our Proxy Statement on Schedule 14A, filed April
27, 2000 with the Securities and Exchange Commission under Section 14(a)-101.
Item 5. Other Information
Not Applicable.
13
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits.
Exhibit
No. Description
------- -----------
10.4 Employment Agreement between Registrant and Michael P. Durney
10.5 Separation Agreement between Registrant and William Gollan
27 Financial Data Schedule
b) Reports on Form 8-K.
Not Applicable.
14
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, in the city of New
York, state of New York, on August 4, 2000.
EarthWeb Inc.
/s/ Michael P. Durney
By: _________________________________
Michael P. Durney
Senior Vice President, Finance
and Chief Financial Officer
/s/ David L. Jonassen
By: _________________________________
David L. Jonassen
Corporate Controller and Chief
Accounting Officer
15