1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ______________ Commission file number 1-13333 --------- DBT ONLINE, INC. --------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 85-0439411 ----------------------------------- ---------------------------------- (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 5550 W. Flamingo Road, Suite B-5 -------------------------------------------- (Address of Principal Executive Offices) Las Vegas, Nevada 89103 -------------------------------------------- (702) 257-1112 -------------------------------------------- (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter periods 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 --- --- The number of common shares outstanding as of September 30, 1998 was 18,473,416. 2 DBT ONLINE, INC. TABLE OF CONTENTS Page ---- PART I FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS Consolidated Balance Sheets as of September 30, 1998 and December 31, 1997..................................................................3 Consolidated Statements of Operations for the Three Months Ended September 30, 1998 and 1997...............................................................................4 Consolidated Statements of Operations for the Nine Months Ended September 30, 1998 and 1997...............................................................................5 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1998 and 1997...............................................................................6 Notes to Consolidated Financial Statements......................................................7 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................................................8 PART II OTHER INFORMATION Item 1. LEGAL PROCEEDINGS..............................................................................11 Item 2. CHANGES IN SECURITIES..........................................................................11 Item 3. DEFAULTS UPON SENIOR SECURITIES................................................................11 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................................11 Item 5. OTHER INFORMATION..............................................................................11 Item 6. EXHIBITS AND REPORTS ON FORM 8-K...............................................................11 Signature........................................................................................................12 EXHIBIT Exhibit 27.1 Financial Data Schedule..............................................................E-1 Page 2 3 Part I - Financial Information ITEM 1. Financial Statements DBT Online, Inc. and subsidiaries CONSOLIDATED BALANCE SHEETS At September 30, At December 31, 1998 1997 ----------------- ---------------- (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 34,813,000 $ 7,689,800 Accounts receivable, less allowance: September 30, 1998 - $387,000 December 31, 1997 - $330,000 7,078,000 4,448,800 Short-term investments 12,521,100 44,207,200 Prepaid expenses and other current assets 2,669,900 1,681,300 Prepaid income taxes 426,300 217,300 ------------ ----------- Total current assets 57,508,300 58,244,400 Property and equipment, net 17,751,900 9,034,000 Patents, less amortization: September 30, 1998 - $3,019,900 10,254,100 11,525,400 December 31, 1997 - $2,317,300 Goodwill, less amortization: September 30, 1998 - $963,700 4,843,500 5,463,100 December 31, 1997 - $344,200 Other assets 156,700 341,600 ------------ ----------- TOTAL ASSETS $ 90,514,500 $84,608,500 ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 4,297,600 $ 3,766,600 Due to other patent interest holders 1,319,100 995,200 ------------ ----------- Total current liabilities 5,616,700 4,761,800 DEFERRED INCOME TAXES 3,822,300 4,199,600 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock, $.10 par value. 5,000,000 shares authorized; no shares issued or outstanding. Common stock, $.10 par value. 100,000,000 shares and 40,000,000 shares authorized at September 30, 1998 and December 31, 1997, respectively. 18,473,416 shares and 18,388,626 shares issued and outstanding at September 30, 1998 and December 31, 1997, respectively. 1,847,600 1,838,900 Additional paid-in capital 68,971,000 68,564,600 Retained earnings 10,256,900 5,243,600 ------------ ----------- Total stockholders' equity 81,075,500 75,647,100 ------------ ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 90,514,500 $84,608,500 ============ =========== See notes to the consolidated financial statements Page 3 4 DBT Online, Inc. and subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended September 30, 1998 1997 --------------- --------------- (Unaudited) (Unaudited) Revenues $11,877,100 $ 8,414,700 Patent royalties 1,693,300 1,718,100 ----------- ----------- Total revenues and royalties 13,570,400 10,132,800 ----------- ----------- Cost of revenues 5,511,300 4,227,700 Selling and promotion 1,555,800 956,300 Research and development 770,700 592,800 General and administrative 3,864,400 2,357,200 ----------- ----------- Total expenses 11,702,200 8,134,000 ----------- ----------- Income from operations 1,868,200 1,998,800 Interest income, net 715,700 627,700 ----------- ----------- Income before income taxes 2,583,900 2,626,500 Provision for income taxes 878,500 998,100 ----------- ----------- Net income $ 1,705,400 $ 1,628,400 =========== =========== Net income per common share (basic) $ 0.09 $ 0.09 =========== =========== Weighted average shares outstanding (basic) 18,473,400 18,291,600 =========== =========== Net income per common share (diluted) $ 0.09 $ 0.08 =========== =========== Weighted average shares outstanding (diluted) 18,950,100 19,295,800 =========== =========== See notes to consolidated financial statements. Page 4 5 DBT Online, Inc. and subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS Nine Months Ended September 30, 1998 1997 ------------- --------------- (Unaudited) (Unaudited) Revenues $33,887,500 $21,515,300 Patent royalties 5,153,000 5,053,100 ----------- ----------- Total revenues and royalties 39,040,500 26,568,400 ----------- ----------- Cost of revenues 16,737,400 10,899,900 Selling and promotion 4,389,400 2,253,600 Research and development 2,068,100 1,747,700 General and administrative 10,078,300 6,211,100 ----------- ----------- Total expenses 33,273,200 21,112,300 ----------- ----------- Income from operations 5,767,300 5,456,100 Interest income, net 1,828,500 897,100 ----------- ----------- Income before income taxes 7,595,800 6,353,200 Provision for income taxes 2,582,500 2,414,200 ----------- ----------- Net income $ 5,013,300 $ 3,939,000 =========== =========== Net income per common share (basic) $ 0.27 $ 0.24 =========== =========== Weighted average shares outstanding (basic) 18,465,800 16,720,800 =========== =========== Net income per common share (diluted) $ 0.26 $ 0.22 =========== =========== Weighted average shares outstanding (diluted) 19,156,100 17,520,900 =========== =========== See notes to consolidated financial statements. Page 5 6 DBT Online, Inc. and subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months ended September 30, 1998 1997 ------------ -------------- (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 5,013,300 3,939,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,104,400 3,839,800 Deferred taxes (377,300) (311,100) Changes in operating assets and liabilities; Accounts receivable and other receivables (2,629,200) (1,574,100) Prepaid expenses and other current assets (988,600) (655,500) Accounts payable and accrued liabilities 773,900 1,539,300 Due to other patent interest holders 323,900 (220,600) Prepaid income taxes (209,000) (107,800) ----------- ----------- Net cash provided by operating activities 7,011,400 6,449,000 CASH FLOWS FROM INVESTING ACTIVITIES: Property and equipment purchased (11,931,400) (4,885,300) Increase in other assets 184,900 7,400 Proceeds from maturity of investments 31,686,100 Cash used in acquisition (2,487,300) ----------- ----------- Net cash provided by (used in) investing activities 19,939,600 (7,365,200) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from insurance of Common Stock 46,812,000 Purchases of Investments (27,168,800) Net change in bank line-of-credit (200,000) Proceeds from exercise of stock options 172,200 813,300 Repayments on long-term debt (2,781,300) ----------- ----------- Net cash provided by financing activities 172,200 17,475,200 ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 27,123,200 16,559,000 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 7,689,800 6,965,600 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $34,813,000 23,524,600 =========== =========== See notes to consolidated financial statements. Page 6 7 DBT ONLINE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The following should be read in conjunction with the Consolidated Financial Statements and the Notes thereto, which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. NOTE 1. BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of DBT Online, Inc. (the "Company") and its wholly-owned subsidiaries, Database Technologies, Inc., a Florida corporation ("DBT"), The Information Connectivity Group, Inc. (since August 1, 1997, date of acquisition), a Nevada corporation ("ICON") and Patlex Corporation (since August 20, 1996, date of merger), a Pennsylvania corporation ("Patlex"). The interim consolidated financial statements as of September 30, 1998 and for the three and nine month periods ended September 30, 1998 and 1997 are unaudited. All significant intercompany accounts and transactions have been eliminated. The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Such adjustments consist solely of normal recurring accruals. Results for the interim periods are not necessarily indicative of results for a full year. NOTE 2. STOCK SPLIT The Company announced on September 16, 1997, a two-for-one stock split where the Company would distribute to each shareholder of record on September 26, 1997 one share of Common Stock for each share of Common Stock outstanding. All share and per share amounts have been restated to give effect to the split. NOTE 3. ACQUISITION On August 1, 1997, the Company acquired all of the stock of ICON for consideration in both cash and stock totaling approximately $6 million. For accounting purposes, the transaction was treated as a purchase. The company recorded goodwill of approximately $5.8 million in connection with this acquisition. Page 7 8 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following should be read in conjunction with the Consolidated Financial Statements of the Company and the Notes thereto. This information contains certain statements regarding future trends, the accuracy of which is subject to many risks and uncertainties. Such trends, and their anticipated impact upon the Company, could differ materially from those presented in this Form 10-Q. OVERVIEW OF THE COMPANY The Company is a holding company with businesses that serve the electronic information and patent enforcement industries. Its electronic information businesses are on-line providers of integrated database services and related reports primarily to law enforcement and other government agencies, law firms, insurance companies and licensed investigation companies. Its patent enforcement business is engaged in the exploitation and enforcement of two laser patents and generates its revenues through patent royalties. ELECTRONIC INFORMATION GROUP The Electronic Information Group's ("EIG") revenues increased 41% to $11,877,100 for the three months ended September 30, 1998 from $8,414,700 for the same period in 1997. Without regard to acquisitions, EIG revenues increased 39%. The increase in EIG's revenues was attributable to an increase in the number of active customers and the number of minutes users spent on line. DBT's active customers (defined as customers accessing the system in a given month) increased 32% to 12,700 at September 30, 1998 from 9,600 at September 30, 1997. Total system usage increased 38% to 7.6 million minutes for the three months ended September 30, 1998, from 5.5 million minutes for the same period in 1997. EIG's revenues increased 58% to $33,887,500 for the nine months ended September 30, 1998 from $21,515,300 for the same period in 1997. Total system usage increased 49% to 22.0 million minutes for the nine months ended September 30, 1998, up from 14.8 million minutes for the same period in 1997. EIG's cost of revenues increased 34% to $5,084,100 for the three months ended September 30, 1998 from $3,803,900 for the same period in 1997. As a percentage of EIG revenues, cost of revenues decreased to 42.8% for the three months ended September 30, 1998 from 45.2% for the same period in 1997. In addition to the acquisition of ICON, the dollar increase in the EIG's cost of revenues was due primarily to increases in both purchased data costs and depreciation expense as EIG continued to invest both in its computer facilities and in the expansion of its databases. The Company expects this trend to continue. EIG's cost of revenues increased 61% to $15,456,100 for the nine months ended September 30, 1998 from $9,628,500 for the same period in 1997. As a percentage of EIG revenues, cost of revenues increased to 45.6% for the nine months ended September 30, 1998 from 44.8% for the same period in 1997. In addition to the acquisition of ICON, the dollar increase in EIG's cost of revenues was due primarily to increases in both purchased data costs and depreciation expense as EIG continued to invest both in its computer facilities and in the expansion of its databases. The Company expects this trend to continue. EIG's selling and promotion expenses increased 63% to $1,555,800 for the three months ended September 30, 1998 from $956,300 for the same period in 1997. The increase was primarily due to increases in payroll and advertising expenses. As a percentage of EIG's revenues, selling and promotion increased to 13.1% for the three months ended September 30, 1998 from 11.4%, for the same period in 1997. EIG's selling and promotion expenses increased 95% to $4,389,400 for the nine months ended September 30, 1998 from $2,253,600 for the same period in 1997. In addition to the acquisition of ICON, the increase was primarily due to increases in payroll and advertising expenses. As a percentage of total revenues, selling and promotion increased to 13.0% for the nine months ended September 30, 1998 from 10.5%, for the same period in 1997. Page 8 9 EIG's research and development expenses increased 30% to $770,800 for the three months ended September 30, 1998 from $592,800 for the same period in 1997. This increase was caused by an increase in payroll and related expenses. As a percentage of total revenues, research and development expenses were 6.5% for the three months ended September 30, 1998, a decrease from 7.0% for the same period in 1997. EIG's research and development expenses increased 18% to $2,068,200 for the nine months ended September 30, 1998 from $1,747,700 for the same period in 1997. This increase was caused by an increase in payroll and related expenses. As a percentage of total revenues, research and development expenses were 6.1% for the nine months ended September 30, 1998, a decrease from 8.1% for the same period in 1997. EIG's general and administrative expenses increased 71% to $3,622,300 for the three months ended September 30, 1998 from $2,115,500 for the same period in 1997. This increase was due to increases in payroll and related expenses and due to increased rent and related expenses in conjunction with the Company's relocation to Boca Raton, Florida. As a percentage of EIG revenues, general and administrative expenses increased to 30.5% for the three months ended September 30, 1998 from 25.1% for the same period in 1997. EIG's general and administrative expenses increased 68% to $9,262,300 for the nine months ended September 30, 1998 from $5,517,500 for the same period in 1997. This increase was due to increases in payroll and related expenses and due to increased rent and related expenses in conjunction with the Company's relocation to Boca Raton, Florida. As a percentage of EIG revenues, general and administrative expenses increased to 27.3% for the nine months ended September 30, 1998 from 25.6% for the same period in 1997. PATENT ENFORCEMENT GROUP Revenues of the Patent Enforcement Group ("PEG") decreased 1% to $1,693,300 for the three months ended September 30, 1998 from $1,718,100 for the same period in 1997. PEG's cost of revenues increased to $427,100 for the three months ended September 30, 1998 from $423,800 for the same period in 1997 and consists solely of the amortization of its patents. PEG's general and administrative expenses increased to $242,100 for the three months ended September 30, 1998 from $241,700 for the same period in 1997. PEG's revenues increased 2% to $5,153,000 for the nine months ended September 30, 1998 from $5,053,100 for the same period in 1997. PEG's cost of revenues increased to $1,281,300 for the nine months ended September 30, 1998 from $1,271,400 for the same period in 1997 and consists solely of the amortization of its patents. PEG's general and administrative expenses increased to $816,000 for the nine months ended September 30, 1998 from $693,600 for the same period in 1997. OPERATING PROFIT The EIG contributed $844,100 in operating profit for the three months ended September 30, 1998 compared to an operating profit of $946,200 for the same period in 1997. PEG contributed $1,024,100 in operating profit for the three months ended September 30, 1998 compared to $1,052,600 for the same period in 1997. On a consolidated basis, the Company's operating profit was $1,868,200 for the three months ended September 30, 1998 compared to $1,998,800 for the same period in 1997. INTEREST INCOME Net interest income was $715,700 for the three months ended September 30, 1998 compared to $627,700 for the same period in 1997. The net interest income is due primarily to the Company's investment earnings on proceeds from the issuance of Common Stock in May, 1997. Page 9 10 INCOME TAXES The Company's effective income tax rate was 34% for the nine months ended September 30, 1998 compared to 38% for the same period in 1997. The 1998 effective rate was favorably impacted by non-taxable interest income and reduced state income taxes. NET INCOME The Company had net income of $5,013,300 for the nine months ended September 30, 1998 compared to $3,939,000 for the same period in 1997. The increase is due to an increase in operating profit, the investment income generated on the proceeds from the issuance of Common Stock in May, 1997, and the reduced effective income tax rate. LIQUIDITY AND CAPITAL RESOURCES The Company's cash flow from operations was $7,011,400 and $6,449,000 for the nine months ended September 30, 1998 and 1997, respectively. The Company's capital expenditures of $11,931,400 and $4,885,300 for the nine months ended 1998 and 1997, respectively, were primarily attributable to the acquisition of computer equipment for DBT and, in 1998, the leasehold improvements of its new Facility in Boca Raton, Florida. The Company had working capital at September 30, 1998 of $51,891,600 (including cash and cash equivalents of $34,813,000) compared to $53,482,600 (including cash and cash equivalents of $7,689,800) at December 31, 1997. The Company expects to fund future working capital requirements from its existing cash and short-term investment balances together with cash generated from operations. INFLATION The rate of inflation has not had a material impact on the operations of the Company. Moreover, if inflation remains at its recent levels, it is not expected to have a material impact on the operations of the Company for the foreseeable future. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS Information contained in this filing with respect to the Company's investment in its computer facilities, the expansion of the Company's databases, the Company's efforts to identify and address its Year 2000 Issues, and other statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations, regarding expected future events and financial results is forward-looking and subject to risks and uncertainties. Those statements are forward-looking statements within the meaning of Section 31E of the Securities Exchange Act of 1934. The following important factors could affect the future results of the Company and could cause those results to differ materially from those expressed in the forward-looking statements: (i) the ability to manage DBT's rapid expansion, (ii) protecting DBT's proprietary technology, (iii) impact of future government regulation on the availability of public records, (iv) DBT's ability to identify and address its Year 2000 Issues within the specified time frames or within currently estimated costs, and (v) the extent, timing and success of competition from other database providers. THE YEAR 2000 ISSUE OVERVIEW The Year 2000 Issue is the issue of whether information and non-information technology systems will be able to recognize and process date-sensitive information in the year 2000. The Company relies, directly and indirectly, on information technology systems, such as microprocessors, proprietary operating systems, desktop computers, network hardware equipment and applications software, to operate its products, manage its business data and perform a variety of administrative services including, accounting, financial reporting, payroll and invoicing. The Company also relies on non-information technology systems including office equipment, security systems, and telephone systems to carry out its day-to-day operations. In addition, third parties material to the Company's operations, such as suppliers, vendors and customers, rely on information and non-information technology systems to manage their businesses. All of these technology systems could potentially be affected by the Year 2000 Issue. In order to obtain Year 2000 compliance certification from the Information Technology Association of America, an independent industry consortium, and minimize the risk of Year 2000 related losses, the Company began conducting a comprehensive assessment of its Year 2000 Issues in August 1998. The assessment has focused on six areas that, if affected by the Year Issue, could have a material adverse effect on the Company's operations. These areas are: data storage; DBT's product software; vendor product software used by customers; vendor product software used internally by the Company; hardware; and other technology systems used by the Company, including phone and security systems. The following is a Year 2000 status report for each of these areas, based upon the phase of the assessment completed to date: DATA STORAGE Approximately 1% of the data fields used in DBT products are not Year 2000 compliant and will require modification. The Company expects to make all of its data fields Year 2000 compliant by June 1, 1999. In addition, the Company will adopt policies and procedures to ensure that all of its data fields remain Year 2000 compliant in the future. DBT PRODUCT SOFTWARE The Company believes that its product processing software is generally equipped to handle the Year 2000 Issue. The Company is currently in the process of amending codes to bring the product processing software into full Year 2000 compliance. The Company expects that all of its product software will be Year 2000 compliant by June 1, 1999. VENDOR PRODUCT SOFTWARE USED BY CUSTOMERS Version 8.0 of pcAnywhere, the software used to access AutoTrack Plus, is certified Year 2000 compliant. Earlier versions of pcAnywhere will not be made Year 2000 compliant by Symantec, the vendor. The Company plans to begin testing to determine the costs of bringing the earlier versions of pcAnywhere into compliance. Alternatively, the Company may require its customers to upgrade their communications packages to version 8.0 of pcAnywhere or to move to AutoTrack XP, which customers may access via widely available Internet browsers. These applications and the latest versions of Microsoft Internet Explorer and Netscape Navigator, are Year 2000 compliant. VENDOR PRODUCT SOFTWARE USED BY THE COMPANY The Company is currently contacting vendors of software products used by the Company internally, including Microsoft Office and Outlook to determine if those products are Year 2000 compliant. The Company believes that most of these products either are currently Year 2000 compliant or that vendors will provide software aides, supplements or replacements to make them Year 2000 compliant. HARDWARE All 650 of the Company's desktop machines will require an upgrade, typically a new clocking board, in order to be made Year 2000 compliant. The Company's servers and processors will be individually evaluated and may also require modification. All of the Company's networking hardware is certified Year 2000 compliant. NON-INFORMATION TECHNOLOGY SYSTEMS The Company's phone and security systems are Year 2000 compliant. The Company is currently evaluating the Year 2000 readiness of its fire suppression and HVAC systems. The Company expects to complete its Year 2000 assessment by January 1999, and to be fully Year 2000 compliant and obtain certification of Year 2000 compliance from the Information Technology Association of America by September 1999. Given the Company's plans to identify and address the Year 2000 Issue, the Company does not believe that the Year 2000 Issue will have a material adverse effect on its results of operations or financial condition. The Company estimates that the total cost of addressing its Year 2000 Issue will be approximately $300,000. All costs associated with the remediation of the Year 2000 Issue will be expensed as incurred. The Company will develop a contingency plan for dealing with Year 2000 Issues by September 1999. RISKS The Company's failure to correct a material Year 2000 related problem in its information or non-information technology systems could result in an interruption in, or a failure of, certain normal business activities or operations of the Company. In addition, the Company is currently unable to predict the affect that the Year 2000 Issue will have on its suppliers, or the extent to which the Company would be vulnerable to its suppliers' failure to remediate their Year 2000 Issues on a timely basis. The failure of a major supplier to convert its systems on a timely basis or a conversion that is incompatible with the Company's systems could have a material adverse effect on the Company. Page 10 11 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None to report. ITEM 2. CHANGES IN SECURITIES None to report. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None to report. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS None to report. ITEM 5. OTHER INFORMATION None to report. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27.1* Financial Data Schedule (for SEC use only) (b) Reports on Form 8-K None - ------------------ * Filed herewith. Page 11 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DBT ONLINE, INC. /s/ TIMOTHY M. LEONARD ---------------------------------- TIMOTHY M. LEONARD Vice President, Finance, Treasurer and Chief Financial Officer (Duly authorized officer and chief financial officer) Date: November 13, 1998 Page 12