Form 10-Q

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F8hZ8F1ACYBZjrEfFvIQn9bp0/3yS8qOEyr6BQ0ilGlCOosej64a9BAFy+WRcF/5 ZaZ3nuwfiqmAoT0ExVlnSQ== 0001193125-08-170193.txt : 20080807 0001193125-08-170193.hdr.sgml : 20080807 20080807165042 ACCESSION NUMBER: 0001193125-08-170193 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20080630 FILED AS OF DATE: 20080807 DATE AS OF CHANGE: 20080807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDGAR ONLINE INC CENTRAL INDEX KEY: 0001080224 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061447017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-32194 FILM NUMBER: 08999245 BUSINESS ADDRESS: STREET 1: 50 WASHINGTON ST CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038525666 MAIL ADDRESS: STREET 1: 50 WASHINGTON ST CITY: NORWALK STATE: CT ZIP: 06854 10-Q 1 d10q.htm FORM 10-Q Form 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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, 2008

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

EDGAR Online, Inc.

(Exact name of registrant as specified in its charter)

0-26071

(Commission File Number)

Delaware

06-1447017

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification Number)

50 Washington Street, Norwalk, Connecticut 06854

(Address of principal executive offices) (Zip Code)

(203) 852-5666

(Registrant’s telephone number, including area code)

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 ¨

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 definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

Number of shares of common stock outstanding at August 7, 2008: 26,402,915 shares.

EDGAR ONLINE, INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2008

Forward Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended, regarding EDGAR Online, Inc.’s (“we,” “us,” “our” or the “Company”) plans, expectations, estimates and beliefs. Such forward-looking statements are based upon assumptions by the Company’s management, as of the date of this Quarterly Report, including assumptions about risks and uncertainties faced by the Company. In addition, the Company or persons acting on its behalf 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 the Company’s other filings with the United States Securities and Exchange Commission (the “SEC”). Forward-looking statements are typically identified by words such as “believes,” “anticipates,” “estimates,” “expects,” “intends,” “will,” “may,” “potential,” “projects,” “approximately,” and other similar expressions. If any of management’s assumptions prove incorrect or should unanticipated circumstances arise, the Company’s 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 this Quarterly Report, as well as our other periodic reports filed with the SEC, from time to time. Readers are strongly encouraged to consider those factors when evaluating any forward-looking statements concerning the Company. The Company will not update any forward-looking statements in this Quarterly 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.

Index


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements
Condensed Consolidated Balance Sheets December 31, 2007 and June 30, 2008 (unaudited)		3
Condensed Consolidated Statements of Operations Three and Six Months Ended June 30, 2007 and 2008 (unaudited)		4
Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2007 and 2008 (unaudited)		5
Notes to Condensed Consolidated Financial Statements (unaudited)		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Submission of Matters to a Vote of Security Holders	17
Item 5.	Other Information	18
Item 6.	Exhibits	18

Signatures		19

PART 1. FINANCIAL INFORMATION

Item 1.

Financial Statements

EDGAR ONLINE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)


	December 31, 2007			June 30, 2008
				(unaudited)
ASSETS
Cash and cash equivalents	$	3,568		$	2,662
Short-term investments		210			220
Accounts receivable, less allowance of $255 and $363, respectively		2,799			3,071
Other current assets		233			287

Total current assets		6,810			6,240
Property and equipment, net		1,192			1,215
Goodwill		2,189			2,189
Other intangible assets, net		4,198			3,575
Other assets		1,232			1,108

Total assets	$	15,621		$	14,327


LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	3,422		$	2,464
Deferred revenues		4,116			4,668
Current portion of long-term debt		125			313

Total current liabilities		7,663			7,445

Long-term debt		2,281			2,114
Other long-term liabilities		637			460

Total liabilities		10,581			10,019


Stockholders’ equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding		—			—
Common stock, $0.01 par value, 50,000,000 authorized at December 31, 2007 and June 30, 2008, 27,378,804 shares issued and 26,260,861 shares outstanding at December 31, 2007 and 27,469,619 shares issued and 26,392,153 shares outstanding at June 30, 2008		274			275
Additional paid-in capital		71,902			72,487
Accumulated deficit		(65,177	)		(66,569	)
Treasury stock, at cost, 1,117,943 shares at December 31, 2007 and 1,077,466 shares at June 30, 2008		(1,959	)		(1,885	)

Total stockholders’ equity		5,040			4,308

Total liabilities and stockholders’ equity	$	15,621		$	14,327

See accompanying notes to condensed consolidated financial statements.

EDGAR ONLINE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)


	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2008			2007			2008
Revenues:
Subscriptions	$	2,209		$	2,180		$	4,353		$	4,327
Data and solutions		1,956			2,553			3,712			5,257
Advertising and e-commerce		192			188			394			328

Total revenues		4,357			4,921			8,459			9,912
Cost of revenues		746			781			1,425			1,579

Gross profit		3,611			4,140			7,034			8,333

Operating expenses:
Sales and marketing		1,308			1,185			2,603			2,400
Product development		837			1,083			1,862			2,104
General and administrative		2,731			1,960			4,966			4,025
Severance costs		631			—			631			40
Amortization and depreciation		437			463			874			930

		5,944			4,691			10,936			9,499

Loss from operations		(2,333	)		(551	)		(3,902	)		(1,166	)
Interest and other expense		(70	)		(136	)		(53	)		(226	)

Net loss	$	(2,403	)	$	(687	)	$	(3,955	)	$	(1,392	)

Weighted average shares outstanding—basic and diluted		26,011			26,363			25,920			26,321

Net loss per share—basic and diluted	$	(0.09	)	$	(0.03	)	$	(0.15	)	$	(0.05	)

See accompanying notes to condensed consolidated financial statements.

EDGAR ONLINE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)


	Six Months Ended June 30,
	2007			2008
Cash flows from operating activities:
Net loss	$	(3,955	)	$	(1,392	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		251			307
Amortization of intangible assets		623			623
Stock-based compensation		634			581
Provision for losses on trade accounts receivable		319			270
Amortization of capitalized product costs		109			109
Amortization of deferred financing costs		30			61
Non-cash severance costs		191			—
Changes in assets and liabilities:
Accounts receivable		(329	)		(542	)
Other assets, net		(108	)		(79	)
Accounts payable and accrued expenses		321			(958	)
Deferred revenues		579			552
Long-term payables		105			(177	)

Total adjustments		2,725			747

Net cash used in operating activities		(1,230	)		(645	)

Cash flows from investing activities:
Capital expenditures		(143	)		(330	)
Purchases of held-to-maturity investments		(5	)		(10	)

Net cash used in investing activities		(148	)		(340	)

Cash flows from financing activities:
Proceeds from notes payable issued		2,500			—
Deferred financing costs		(238	)		—
Proceeds from exercise of stock options and warrants		146			79

Net cash provided by financing activities		2,408			79

Net increase/(decrease) in cash and cash equivalents		1,030			(906	)
Cash and cash equivalents at beginning of period		2,865			3,568

Cash and cash equivalents at end of period	$	3,895		$	2,662

Supplemental disclosure of cash flow information:
Cash paid for interest	$	94		$	112
Warrant issued in connection with long-term debt	$	126		$	—
Supplemental disclosure of non-cash information:
Proceeds receivable from stock option exercises	$	1		$	—

See accompanying notes to condensed consolidated financial statements.

EDGAR ONLINE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE DATA)

(UNAUDITED)

(1)	BASIS OF PRESENTATION

The Company was incorporated in the State of Delaware in November 1995, launched its EDGAR Online website in January 1996, and went public in May 1999. The Company creates and distributes fundamental financial data and public filings for equities, mutual funds, and a variety of other publicly traded assets in the US and elsewhere. The Company produces highly detailed data that helps in the analysis of the financial, business and ownership conditions of an investment. The Company has also developed proprietary automated data parsing, tagging and processing systems that allows for the rapid conversion of unstructured data into eXtensible Markup Languages (“XML”), eXtensible Business Reporting Language (“XBRL”) and other formats, as well as tools for the easy viewing and analysis of this data. The Company’s customers 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 and individual investors.

The unaudited interim financial statements of the Company as of June 30, 2008 and for the three and six months ended June 30, 2007 and 2008 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 June 30, 2008 and the results of its operations for the three and six months ended June 30, 2007 and 2008 and cash flows for the six months ended June 30, 2007 and 2008. The results for the three and six months ended June 30, 2008 are not necessarily indicative of the expected results for the full 2008 fiscal year or any future period.

These financial statements should be read in conjunction with the financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC in March 2008. The condensed consolidated balance sheet information was derived from the audited consolidated financial statements as of that date.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company 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. Actual results could differ from those estimates. Significant estimates embedded in the condensed consolidated financial statements for the periods presented concern the allowance for doubtful accounts, the fair values of goodwill and other intangible assets and the estimated useful lives of intangible assets.

(2)	LOSS PER SHARE

Basic loss per share excludes dilution for common stock equivalents and is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted 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 June 30, 2007 and 2008, the number of anti-dilutive securities outstanding were 3,175,338 and 3,942,237, respectively.

(3)	SOFTWARE DEVELOPMENT COSTS

The Company capitalizes software development costs in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 86 (“SFAS 86”), “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed.” Software development costs are capitalized after technological feasibility is established. Once the software products become available for general release to the public, the Company amortizes such costs over the related product’s estimated economic useful life to cost of revenues. Net capitalized software development costs (included in other assets) totaled $634 and $525 at December 31, 2007 and June 30, 2008, respectively. Related amortization expense, included in cost of revenues, totaled $55 for both the three months ended June 30, 2007 and 2008 and $109 for both the six months ended June 30, 2007 and 2008. Any further software development costs incurred for these products are being expensed to development expenses in accordance with SFAS 86.

(4)	LONG-TERM DEBT

On April 5, 2007, the Company entered into a Financing Agreement (“Financing Agreement”) with Rosenthal & Rosenthal, Inc. (“Rosenthal”) for additional working capital. Under the Financing Agreement, Rosenthal made a term loan in the principal amount of $2,500 to the Company and has additionally agreed to provide up to an additional $2,500 under a revolving line of credit. Interest on outstanding borrowings under the Financing Agreement is payable at variable rates of interest over the published JPMorgan Chase prime rate, 2.5% on the term loan and 2% on borrowings under the revolving credit facility. The Company’s obligations under the term loan are evidenced by a secured Term Note and all of the Company’s obligations to Rosenthal are secured by a first priority security interest in substantially all of the Company’s assets.

The Financing Agreement terminates on March 30, 2010 unless sooner terminated by either party in accordance with the terms of the Financing Agreement. The terms include a provision that would allow the lender to accelerate the due date of the debt based on certain circumstances. The Company is required to maintain certain levels of working capital and tangible net worth. On April 22, 2008, these amounts were amended effective as of December 31, 2007. The Company was in compliance with the amended terms at June 30, 2008.

In connection with the Financing Agreement, the Company issued a warrant to purchase 100,000 shares of the Company’s common stock at an exercise price equal to $2.81 (the market price of the Company’s common stock on the closing date of the transaction) to Rosenthal which expires on April 30, 2010. A discount related to the warrant totaling $125 was recorded based on the Black-Scholes-Merton fair value of the warrant on the date of issue and is being amortized over the term of the Financing Agreement. Also in connection with this transaction, the Company paid its financial advisor $125, which represents 3% of the gross principal amount of the term loan and 2% of the gross principal amount of the revolving credit. The term loan is due as follows: (i) $21 per month from July 1, 2008 through and including March 1, 2009; (ii) $42 from April 1, 2009 through the maturity date and (iii) the entire remaining unpaid balance on the maturity date. At June 30, 2008, $313 was classified as the current portion of long-term debt and $2,114 was classified as long-term debt. In addition, there was $139 of unamortized deferred financing costs included in other assets. The Company has not received any funding under the revolving line of credit as of June 30, 2008. Interest expense under the Agreement, including $30 and $61 of amortization of deferred financing costs and warrant discount, totaled $110 and $195 for the six months ended June 30, 2007 and 2008, respectively.

(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 June 30, 2007 and 2008 was recognized in the following income statement expenses:


	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2008		2007		2008
Cost of revenues	$	13	$	12	$	26	$	25
Sales and marketing		81		86		163		159
Product development		26		41		49		79
General and administrative		248		159		396		318

Total stock compensation expense	$	368	$	298	$	634	$	581

This expense increased the Company’s net loss per share by $0.01 in both the three months ended June 30, 2007 and 2008 and $0.02 in both the six months ended June 30, 2007 and 2008

The estimated per share weighted-average grant-date fair values of stock options granted during the three months ended June 30, 2007 and 2008 were $2.14 and $1.31, respectively. The estimated per share weighted-average grant-date fair values of stock options granted during the six months ended June 30, 2007 and 2008 were $2.37 and $1.52, respectively. Amounts were determined using the Black-Scholes-Merton option pricing model based on the following assumptions:


	Six Months Ended June 30,
	2007		2008
Expected dividend yield	0.0	%	0.0	%
Expected volatility	86-93	%	76	%
Risk-free interest rate	4.65-4.94	%	3.82-3.86	%
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 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 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 using the “simplified method” in accordance with the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107. for the three and six months ended June 30, 2007 and calculated as the weighted average period that the stock option awards are expected to remain outstanding based on historical experience for the three and six months ended June 30, 2008.

Stock Options and Restricted Stock as of June 30, 2008

In May 2005, the Company adopted the 2005 Stock Plan (the “2005 Plan”) which replaced all previous stock option plans which in total had authorized the issuance of options to purchase up to 4.1 million shares of the Company’s common stock. All remaining available shares under those plans were made available under the 2005 Plan. In addition, the 2005 Plan made 1,087,500 new shares of common stock available for equity awards. The 2005 Plan authorizes a broad range of awards, including stock options, stock appreciation rights, 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.

Option awards are generally granted with an exercise price equal to the market price of the Company’s stock on the date of grant. Option awards generally vest over three years and have ten year contractual terms.

Option activity for all Plans for the six months ended June 30, 2008 is as follows:


	NUMBER OF OPTIONS		WEIGHTED AVERAGE EXERCISE PRICE		WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM	AGGREGATE INTRINSIC VALUE
Outstanding at December 31, 2007	2,894,924		$	2.57
Granted	776,500		$	2.22
Exercised	(62,648	)	$	1.27
Cancelled	(137,466	)	$	4.00

Outstanding at June 30, 2008	3,471,310		$	2.46	6.89 years	$	539,000

Exercisable at June 30, 2008	2,209,816		$	2.50	5.60 years	$	386,407

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 June 30, 2008. During the six months ended June 30, 2008, the aggregate intrinsic value of options exercised under the Company’s stock option plans was approximately $70. Cash received from stock options exercised during the six months ended June 30, 2008 was $79.

In addition, the Company granted restricted shares under the 2005 Plan during the six months ended June 30, 2008. 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, 2007	343,667		$	2.92
Granted	95,904		$	2.55
Vested	(68,644	)	$	2.78
Cancelled	—			—

Non-vested at June 30, 2008	370,927		$	2.87	$	682

The aggregate intrinsic value was calculated based on the market price of the Company’s common stock at June 30, 2008. During the six months ended June 30, 2008, the aggregate intrinsic value of shares vested was $192, determined based on the market price of the Company’s common stock on the respective vesting dates.

At June 30, 2008, 831,993 shares are available for grant under the Company’s 2005 Plan.

(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 December 31, 2007 to recognize previously unrecognized stock compensation remaining from the original grant date valuation of the options. At June 30, 2008, there were $586 of remaining severance cost accruals included in accrued expenses and $260 in other long-term payables.

(7)	RECENT ACCOUNTING PRONOUNCEMENTS

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities. SFAS 161 is intended to enhance the current disclosure framework in SFAS 133 and requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements. The provisions of SFAS 161 are effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company does not expect the adoption to have a material effect on our results of operations or financial position.

In February 2008, the FASB issued FSP 157-2 “Partial Deferral of the Effective Date of Statement 157” (“FSP 157-2”). FSP 157-2 delays the effective date of FAS 157, for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008. The Company does not expect the adoption to have a material effect on our results of operations or financial position.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141(revised 2007))” and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 141 (revised 2007) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. This standard also requires the fair value measurement of certain other assets and liabilities related to the acquisition such as contingencies. SFAS 141 (revised 2007) applies prospectively to business combinations and is effective for fiscal years beginning on or after December 15, 2008. The impact that SFAS 141(revised 2007) will have on the Company’s consolidated financial statements when effective will depend upon the nature, terms and size of the acquisitions, if any, completed after the effective date as well as the accounting for income taxes on prior acquisitions.

SFAS 160 requires that a noncontrolling interest in a subsidiary be reported as equity in the consolidated financial statements. Consolidated net income should include the net income for both the parent and the noncontrolling interest with disclosure of both amounts on the consolidated statement of income. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. The presentation provisions of SFAS 160 are to be applied retrospectively, and SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. The Company does not expect the adoption to have a material effect on our results of operations or financial position.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

We create and distribute fundamental 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. We launched our EDGAR Online website in January 1996 and began selling our subscription services and establishing contractual relationships with business and financial information websites to supply EDGAR content. Our primary focus was generating sales leads and building brand recognition.

We went public in May 1999. In September 1999, we acquired all of the outstanding equity of Partes Corporation, owner of the Freeedgar.com website (“FreeEDGAR”), for $9.9 million. The purchase price consisted of the issuance of common stock, stock options and warrants, the assumption of liabilities and acquisition related expenses. In October 2000, we acquired all the outstanding equity of Financial Insight Systems, Inc. (“FIS”) for approximately $28.1 million. The purchase price included the issuance of common stock, a cash payment, issuance of notes and acquisition related expenses.

We are continuing to focus on growing our subscriptions and data and solutions revenues by offering the following:

Subscription Services. Our end-user subscription services include I-Metrix Professional, EDGAR Pro and EDGAR Access. I-Metrix Professional is our premium service which 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. EDGAR Pro offers financial data, stock ownership, public offering data sets and advanced search tools. 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. Revenue from subscription services is recognized ratably over the subscription period, which is typically twelve months.

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, standardized and as-reported fundamental financial data, annual and quarterly financial statements, insider trades, institutional holdings, initial and secondary public offerings, Form 8-K disclosures, electronic prospectuses and other investment instrument disclosure information. Our data solutions include the customization of our data products, the conversion of data from unstructured content into multiple formats including XML, XBRL and PDF, the storage and delivery of data and custom feeds and tools to access the information. Revenue from data licenses is recognized over the term of the contract, which are typically non-cancelable, one-year contracts with automatic renewal clauses. Our data solutions sometimes involve some upfront customization fees along with more traditional annual data licensing arrangements for the ongoing delivery of the data solution. These customization fees, as well as the related costs, are deferred and recognized over the estimated life of the customer relationship. In addition, some of our data solutions are billed on a time and materials basis, per service level agreements or for delivery of data. Revenue from time and materials based agreements and data delivery are recognized as the data and services are provided.

Advertising and E-Commerce. We also generate ancillary advertising and e-commerce revenues through the sale of advertising banners, sponsorships and through e-commerce activities such as marketing third party services to the users of our websites. Advertising and e-commerce revenue is recognized as the services are provided.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in our critical accounting policies and estimates from those disclosed in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2007.

RESULTS OF OPERATIONS

The following table sets forth the percentage relationships of certain items from our Condensed Consolidated Statements of Operations as a percentage of total revenues.


	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
	2007		2008		2007		2008
Total revenues	100	%	100	%	100	%	100	%
Cost of revenues	17		16		17		16

Gross profit	83		84		83		84
Operating expenses:
Sales and marketing	30		24		31		24
Product development	19		22		22		22
General and administrative	63		40		59		41
Severance costs	14		—		7		—
Amortization and depreciation	10		9		10		9

Loss from operations	(53	)	(11	)	(46	)	(12	)
Interest and other, net	(2	)	(3	)	(1	)	(2	)

Net loss	(55	)%	(14	)%	(47	)%	(14	)%

REVENUES

Total revenues for the three months ended June 30, 2008 increased 13% to $4.9 million, from $4.4 million for the three months ended June 30, 2007. The net increase in revenues was primarily attributable to a $597,000, or 31%, increase in data and solutions which was partially offset by a $29,000, or 1%, decrease in subscriptions and a $4,000, or 2%, decrease in advertising and e-commerce revenues. Total revenues for the six months ended June 30, 2008 increased 17% to $9.9 million, from $8.5 million for the six months ended June 30, 2007. The net increase in revenues was primarily attributable to a $1.5 million, or 42%, increase in data and solutions which were partially offset by a $26,000, or 1%, decrease in subscriptions and a $66,000, or 17%, decrease in advertising and e-commerce revenues

SUBSCRIPTIONS


	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30,
	2007			2008			2007			2008
Revenues (in $000s)	$	2,209		$	2,180		$	4,353		$	4,327
Percentage of total revenue		51	%		44	%		51	%		44	%
Number of subscribers		12,327			12,264			12,327			12,264
Average price per subscriber	$	716		$	711		$	706		$	706

Subscription revenues for the three and six months ended June 30, 2008 decreased slightly from the three and six months ended June 30, 2007. Increased sales of our premium products, EDGAR Pro and I-Metrix Professional, were offset by decreases in sales of EDGAR Access, our retail service. In addition to the decline in EDGAR Access users, we made significant systems and controls upgrades in the last half of 2007 that allowed the Company to more accurately reflect our active subscriber base and purge many inactive users from our user counts.

DATA AND SOLUTIONS


	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30,
	2007			2008			2007			2008
Revenues (in $000s)	$	1,956		$	2,553		$	3,712		$	5,257
Percentage of total revenue		45	%		52	%		44	%		53	%
Number of contracts at June 30		260			287			260			287

Data and solutions revenues have increased for the three and six months ended June 30, 2008 from the three and six months ended June 30, 2007 due to the increase in the overall number of contracts as well as the addition of data solution sales in 2008. In the third quarter of 2007, we started to reorganize our sales team and added staff with certified industry credentials to support sales of our products. With the reorganization of our sales team and continued increases in the sale of data licenses and solutions, we expect to increase data and solutions revenues in the future.

ADVERTISING AND E-COMMERCE


	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30,
	2007			2008			2007			2008
Revenues (in $000s)	$	192		$	188		$	394		$	328
Percentage of total revenue		4	%		4	%		5	%		3	%

The slight net decreases in advertising and e-commerce revenues for the three and six months ended June 30, 2008 from the three and six months ended June 30, 2007 were due to decreased e-commerce revenues which were partially offset by increased advertising revenues.

COST OF REVENUES

Cost of revenues consists primarily of fees paid to acquire the Level I EDGAR database feed from the SEC, other content feeds and costs, salaries and benefits of operations employees, commissions related to e-commerce revenues and the amortization of costs related to developing our I-Metrix products that were previously capitalized. In addition, for each period, barter advertising expense is recorded equal to the barter advertising revenue for that period.

Total cost of revenues for the three months ended June 30, 2008 increased $35,000, or 5%, to $781,000 from $746,000 for the three months ended June 30, 2007. The net increase in cost of revenues was primarily due to an $86,000 increase in data and staffing costs related to data solutions contracts which were partially offset by a $55,000 decrease in commissions related to e-commerce revenues. Total cost of revenues for the six months ended June 30, 2008 increased $154,000, or 11%, to $1.6 million from $1.4 million for the six months ended June 30, 2007. The net increase in cost of revenues was primarily due to a $235,000 increase in data and staffing costs related to data solutions contracts which were partially offset by a $101,000 decrease in commissions related to e-commerce revenues.

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 three months ended June 30, 2008 decreased $123,000, or 9%, to $1.2 million from $1.3 million for the three months ended June 30, 2007. The net decrease was primarily due to a $128,000 decrease in payroll and related expenses. Sales and marketing expenses for the six months ended June 30, 2008 decreased $203,000, or 8%, to $2.4 million from $2.6 million for the six months ended June 30, 2007. The net decrease was primarily due to a $243,000 decrease in payroll and related expenses which was partially offset by a $46,000 increase in marketing expenses.

Development. Development expenses, which consist primarily of salaries and outside development costs, for the three months ended June 30, 2008 increased $246,000, or 29%, to $1.1 million from $837,000 for the three months ended June 30, 2007. Development expenses for the six months ended June 30, 2008 increased $242,000, or 13%, to $2.1 from $1.9 million for the three months ended June 30, 2007. These increases were due primarily due to increased XBRL related development activities in 2008.

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 three months ended June 30, 2008 decreased $771,000, or 28%, to $2.0 million from $2.7 million for the three months ended June 30, 2007. The net decrease was primarily due to a $386,000 decrease in tax expenses, a $219,000 decrease in payroll and related expenses, a $90,000 decrease in stock-based compensation and a $46,000 decrease in insurance expenses. In the three months ended June 30, 2007, there was $390,000 recorded in relation to a sales tax audit. General and administrative expenses for the six months ended June 30, 2008 decreased $941,000, or 19%, to $4.0 million from $5.0 million for the six months ended June 30, 2007. The net decrease was primarily due to a $387,000 decrease in tax expenses, a $344,000 decrease in payroll and related expenses, a $79,000 decrease in stock-based compensation and a $96,000 decrease in insurance expenses.

Severance Costs. In the second quarter of 2007, we accrued $631,000 of severance costs related to the resignations of our Executive Vice President of Sales and Chairman of the Board. Also, non-cash compensation and additional-paid-in-capital were increased by $191,000 to recognize previously unrecognized stock compensation remaining from the original grant date valuation of the options.

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 three months ended June 30, 2008 increased $26,000, or 6%, to $463,000 from $437,000 for the three months ended June 30, 2007 as a result of capital expenditures in the fourth quarter of 2007 and first quarter of 2008. Depreciation and amortization for the six months ended June 30, 2008 increased $56,000, or 6%, to $930,000 from $874,000 for the six months ended June 30, 2007 as a result of capital expenditures.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $645,000 for the six months ended June 30, 2008 compared to $1.2 million for the six months ended June 30, 2007. The improvement was primarily due to a decrease in net loss which was partially offset by a reduction in current payables.

Capital expenditures, primarily for computers and equipment, totaled $330,000 for the six months ended June 30, 2008 compared to $143,000 for the six months ended June 30, 2007. The purchases were made to support our expansion and increased infrastructure.

On April 5, 2007, we 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 $2.5 million to us and has additionally agreed to provide up to an additional $2.5 million 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, 2.5% on the term loan and 2% on borrowings under the revolving credit facility. Our obligations under the term loan are evidenced by a secured Term Note and are secured by a first priority security interest in substantially all of our assets. We are required to maintain certain collateral ratios and financial covenants under the agreement. On April 22, 2008, the ratios and covenants were amended effective as of December 31, 2007. We were in compliance with these ratios and covenants at June 30, 2008 and we believe that we will be in compliance throughout 2008. The Financing Agreement terminates on March 30, 2010 unless sooner terminated by either party in accordance with the terms of the Financing Agreement. In connection with the Financing Agreement, we issued a warrant to purchase 100,000 shares of our common stock at an exercise price equal to $2.81 (the market price of our common stock on the closing date of the transaction) to Rosenthal. The Warrant expires on April 30, 2010. Also in connection with this transaction, we paid our financial advisor $125,000, which represents 3% of the gross principal amount of the term loan and 2% of the gross principal amount of the revolving credit.

At June 30, 2008, we had cash and cash equivalents on hand of $2.7 million. We have no off-balance sheet arrangements at June 30, 2008. We believe that our existing capital resources will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. Thereafter, if 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.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material changes in our exposure to market risk from that disclosed in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2007.

ITEM 4.

CONTROLS AND PROCEDURES

Conclusion Regarding Effectiveness 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 the end of the period covered by this report, 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 Securities Exchange Act of 1934, as amended, 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 Securities Exchange Act of 1934, as amended, 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.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Inherent Limitations of Controls

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.

PART II. OTHER INFORMATION.

ITEM 1.

LEGAL PROCEEDINGS.

None

ITEM 1A.

RISK FACTORS.

The following risk factors, which were included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and then updated in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, have been updated with respect to results from the period covered by this report. Other than those below, there were no other material changes from the risk factors previously reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as supplemented by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. Please refer to Item IA of our Annual Report for 2007 for disclosures regarding other risks and uncertainties related to our business.

We have a history of losses and we expect to incur losses for the foreseeable future. If we are unable to achieve profitability, our business will suffer and our stock price is likely to decline.

We have never operated at a profit and we anticipate incurring a loss in 2008, and may incur additional losses in 2009. At June 30, 2008, we had an accumulated deficit of $66.6 million. As a result, we will need to significantly increase our revenues to achieve and sustain profitability. If revenues grow more slowly than we anticipate, or if operating 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 which reduce our chances of attaining profitability. We cannot assure you that we will be able to achieve or sustain profitability.

If we fail to increase revenues, we will not achieve or maintain profitability.

Even though our revenues increased from $14.2 million in 2005 to $16.2 million in 2006 and $17.9 million in 2007, to achieve profitability, we will need to continue to increase revenues substantially through implementation of our growth strategy and/or reduce expenses significantly. Revenues for the six months ended June 30, 2008 totaled $9.9 million. We cannot assure you that our revenues will grow or that we will achieve or maintain profitability in the future.

Our current financing relationship may be terminated and we may not be able to obtain additional financing.

On April 5, 2007, we entered into a financing agreement (“Financing Agreement”) with Rosenthal & Rosenthal, Inc. (“Rosenthal”) to provide us with additional working capital. Under the Financing Agreement, Rosenthal made a term loan in the principal amount of $2.5 million to us and has additionally agreed to provide to us up to an additional $2.5 million under a revolving line of credit. This revolving credit facility is subject to Rosenthal’s discretion and the maintenance of certain collateral ratios and financial covenants by us. The Financing Agreement was amended on April 22, 2008 effective as of December 31, 2007 to adjust these covenants. Interest on outstanding borrowings under the Financing Agreement is payable at variable rates of interest equal to 2.5% over the published JPMorgan Chase prime rate in the case of the term loan and 2% above the JPMorgan Chase prime rate on borrowings under the revolving credit facility. Our obligations under the term loan are evidenced by a secured term note and all of our obligations to Rosenthal are secured by a first priority security interest in substantially all of our assets. We currently anticipate that our available cash resources, including the term loan, combined with cash generated from operations will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least the next 12 months. Although we borrowed $2.5 million under this agreement, we may need to draw down on the $2.5 million revolving line of credit or raise additional funds to fund potential acquisitions, more rapid expansion and to develop new or enhance existing services or to respond to competitive pressures. We cannot assure you that this additional financing will satisfy our operating requirements or that additional financing will be available on terms favorable to us, or at all. In addition, there is no guarantee that Rosenthal will agree to amend the Financing Agreement or that the Company will not be in violation of the financial covenants in the future. If adequate funds are not available or are not available on acceptable terms, our ability to fund our expansion, take advantage of unanticipated opportunities, develop or enhance services or products or otherwise respond to competitive pressures would be significantly limited. Our business, results of operations and financial condition could be materially adversely affected by these financing limitations.

Nasdaq accounts for a significant portion of our total revenues and we expect this percentage to grow in the future.

A significant portion of our total revenues over the last three fiscal years has been attributable to the numerous work orders that we have performed under our agreements with Nasdaq. Sales to Nasdaq accounted for 7% and 8% of our total revenue during the years ended December 31, 2006 and 2007, respectively. Sales to Nasdaq accounted for 12% of our total revenue during the three months ended June 30, 2008. We expect that Nasdaq will continue to be a significant customer in the future as we continue to expand our business relationship. The loss of a significant customer such as Nasdaq would have a material adverse effect on our revenues.

We may be subject to liability for taxes by federal, state and foreign tax authorities.

In the normal course of business, our tax filings are subject to audit by federal, state and foreign tax authorities. A sales tax audit by New York State was settled in March 2008 and we will begin charging and remitting sales tax going forward. There is no guarantee that we will not be subject to additional tax audits by New York State, other states, local municipalities or the federal government. There is inherent uncertainty in the audit process. If necessary, we will record our best estimate of probable liabilities that may exist. We have no reason to believe that such audit would result in the payment of additional taxes or penalties or both that would have a material adverse effect on our results of operations or financial position, beyond amounts that are probable and estimable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On June 23, 2008, we held our Annual Meeting of Stockholders. Proxies were solicited by us pursuant to Regulation 14A under the Exchange Act. At the Annual Meeting, our stockholders approved the following proposals:

1. The election of the following seven directors to serve until the 2009 Annual Meeting of Stockholders or until their successors are duly elected and qualified:


	For	Withheld
Elisabeth DeMarse	20,359,219	4,301,929
Richard L. Feinstein	23,391,865	1,269,283
Mark Maged	24,574,642	86,506
Douglas K. Mellinger	24,274,296	386,852
Philip D. Moyer	24,581,042	80,106
John Mutch	21,569,542	3,091,606
William J. O’Neill, Jr.	24,580,792	80,356

2. The approval of the amendment to the Company’s 2005 Stock Award and Incentive Plan to increase the number of shares of common stock available for award under such Plan:


For		10,375,873
Against		7,396,694
Abstain		867,872
Broker Non-Vote		6,020,711

3. The approval and ratification of the appointment of BDO Seidman, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2008:


For		24,616,348
Against		5,882
Abstain		38,916

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS

Exhibits:


Exhibit Number		Description
10.30		Amendment #1 to 2005 Stock Award and Incentive Plan, dated as of June 23, 2008*†

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*

100.INS		XBRL Instance Document.**

100.SCH		XBRL Taxonomy Extension Schema Document.**

100.PRE		XBRL Taxonomy Presentation Linkbase Document.**

100.LAB		XBRL Taxonomy Label Linkbase Document.**

100.CAL		XBRL Taxonomy Calculation Linkbase Document.**

*	filed herewith

**	submitted electronically herewith

†	compensatory plan or arrangement

Attached as Exhibit 100 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statement of Operations for the quarters ended June 30, 2008 and 2007, (ii) Condensed Consolidated Statement of Operations for the six months ended June 30, 2008 and 2007, (iii) Condensed Consolidated Balance Sheet at June 30, 2008 and December 31, 2007, (iv) Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2008 and 2007. Users of this data are advised pursuant to Rule 401 of Regulation S-T that the information contained in the XBRL documents is unaudited and these are not the official publicly filed financial statements of the Company. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions.

In accordance with Rule 402 of Regulation S-T, the XBRL related information in Exhibit 100 to this Quarterly Report on Form 10-Q 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.

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 hereunto duly authorized.


Date: August 7, 2008	EDGAR ONLINE, INC.

		/s/ Philip D. Moyer
		Philip D. Moyer
		Chief Executive Officer and President

	By:	/s/ John C. Ferrara
		John C. Ferrara
		Chief Financial Officer

EX-10.30 2 dex1030.htm AMENDMENT #1 TO 2005 STOCK AWARD AND INCENTIVE PLAN Amendment #1 to 2005 Stock Award and Incentive Plan

EXHIBIT 10.30

AMENDMENT #1

2005 STOCK AWARD AND INCENTIVE PLAN

WHEREAS, EDGAR Online, Inc. (the “Company”), maintains the 2005 Stock Award and Incentive Plan (the “Plan”) in order to aid the Company in attracting, retaining, motivating and rewarding employees and non-employee directors of the Company or its Subsidiaries or Affiliates (both as defined in the Plan), to provide for equitable and competitive compensation opportunities, to recognize individual contributions and reward achievement of Company goals, and promote the creation of long-term value for stockholders by closely aligning the interests of Participants (as defined in the Plan) with those of stockholders;

WHEREAS, the Board of Directors and the stockholders of the Company have approved an amendment to the Plan (“Amendment #1”) to increase the maximum number of shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), that may be issued under the Plan by one million (1,000,000) shares of Common Stock.

NOW THEREFORE, in accordance with the foregoing, the Plan shall be amended as follows:

1.	Effective as of the date hereof, Section 4(a) of the Plan is hereby amended, in its entirety, to read as follows:

“(a) The total number of shares of Stock reserved and available for delivery in connection with Awards under the Plan shall be (i) two million eighty-seven thousand five hundred (2,087,500) shares, plus (ii) the number of shares that, immediately prior to the Effective Date, remain available for new awards under the Preexisting Plans plus (iii) the number of shares subject to awards under the Plan or Preexisting Plans which become available in accordance with Section 4(b) after the Effective Date; provided, however, that the total number of shares with respect to which ISOs may be granted shall not exceed the number specified under clause (i) above. The total number of shares available is subject to adjustment as provided in Section 11(c). Any shares of Stock delivered under the Plan shall consist of authorized and unissued shares or treasury shares.”

2.	In all respects not amended by Amendment #1, the Plan is hereby ratified and confirmed.

[Signature page follows]

IN WITNESS WHEREOF, and as evidence of the adoption of the amendment set forth herein, the appropriate officer of the Company has executed this Amendment #1, effective as of June 23, 2008.


EDGAR ONLINE, INC.

By:		/s/ Philip D. Moyer
		Philip D. Moyer
		President and Chief Executive Officer

EX-31.1 3 dex311.htm SECTION 302 CEO CERTIFICATION Section 302 CEO Certification

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER OF EDGAR ONLINE, INC.

I, Philip D. Moyer, certify that:

1) I have reviewed this quarterly report on Form 10-Q of EDGAR Online, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure control and procedures and presented in this report our conclusions about the effectiveness of the disclosure control and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions);

a) All significant deficiencies and material weaknesses in the design or operations of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 7, 2008	By:	/s/ Philip D. Moyer
		Philip D. Moyer
		Chief Executive Officer and President

EX-31.2 4 dex312.htm SECTION 302 CFO CERTIFICATION Section 302 CFO Certification

EXHIBIT 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER OF EDGAR ONLINE, INC.

I, John C. Ferrara, certify that:

1) I have reviewed this quarterly report on Form 10-Q of EDGAR Online, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 7, 2008	By:	/s/ John C. Ferrara
		John C. Ferrara
		Chief Financial Officer

EX-32.1 5 dex321.htm SECTION 906 CEO CERTIFICATION Section 906 CEO Certification

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF

THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of EDGAR Online, Inc, (the “Company”) on Form 10-Q for the period ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Philip D. Moyer, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 7, 2008	By:	/s/ Philip D. Moyer
		Philip D. Moyer
		Chief Executive Officer and President

EX-32.2 6 dex322.htm SECTION 906 CFO CERTIFICATION Section 906 CFO Certification

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF

THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of EDGAR Online, Inc, (the “Company”) on Form 10-Q for the period ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John C. Ferrara, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 7, 2008	By:	/s/ John C. Ferrara
		John C. Ferrara
		Chief Financial Officer

EX-100.INS 7 edgr-20080630.xml XBRL INSTANCE DOCUMENT -0.15 25920000

4353000

631000

2603000

8459000

1862000

-3902000

10936000

-3955000

3712000

53000

7034000

4966000

874000

1425000

394000

191000 -3955000 126000 1000 2865000 3895000

634000

319000

146000

2500000

143000

5000

238000

109000

-1230000

-148000

2408000

94000

108000

105000

579000

329000

321000

251000

623000

30000

2725000

1030000

-0.09 26011000

2209000

631000

1308000

4357000

837000

-2333000

5944000

-2403000

1956000

70000

3611000

2731000

437000

746000

192000

1959000

5040000

210000

-65177000

1192000

637000

4198000

1232000

233000

2281000

125000

7663000

15621000

10581000

2189000

4116000

3568000

6810000

2799000

71902000

3422000

274000

15621000

-0.05 26321000

4327000

40000

2400000

9912000

2104000

-1166000

9499000

-1392000

5257000

226000

8333000

4025000

930000

1579000

328000

0 -1392000 0 0 3568000 2662000

581000

270000

79000

330000

10000

109000

-645000

-340000

79000

112000

79000

-177000

552000

542000

-958000

307000

623000

61000

747000

-906000

-0.03 26363000

2180000

1185000

4921000

1083000

-551000

4691000

-687000

2553000

136000

4140000

1960000

463000

781000

188000

1885000

4308000

220000

-66569000

1215000

460000

3575000

1108000

287000

2114000

313000

7445000

14327000

10019000

2189000

4668000

2662000

6240000

3071000

72487000

2464000

275000

14327000

0001080224 2007-01-01 2007-06-30 0001080224 2007-06-30 0001080224 2007-01-01 2007-06-30 0001080224 2007-04-01 2007-06-30 0001080224 2007-12-31 0001080224 2008-01-01 2008-06-30 0001080224 2008-06-30 0001080224 2008-01-01 2008-06-30 0001080224 2008-04-01 2008-06-30 0001080224 2008-06-30 iso4217:USD shares pure EX-100.SCH 8 edgr-20080630.xsd XBRL TAXONOMY EXTENSION SCHEMA EX-100.CAL 9 edgr-20080630_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-100.LAB 10 edgr-20080630_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE Accounts receivable, less allowance of $255 and $363, respectively Accounts payable and accrued expenses Accounts payable and accrued expenses Additional paid-in capital The charge against earnings in the period for known and estimated costs of termination benefits provided to current employees that are involuntarily terminated under a benefit arrangement associated with exit from or disposal of business activities or restructurings pursuant to a duly authorized plan, excluding costs or losses pertaining to an entity newly acquired in a business combination or a discontinued operation as defined by generally accepted accounting principles and costs associated with one-time termination benefits. Non-cash severance costs Total adjustments Advertising and e-commerce Amortization of deferred financing costs Amortization of intangible assets Total assets Total current assets Earnings (net income) per Basic and Diluted Share. Net loss per share basic and diluted Cash and cash equivalents Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year. Cash equivalents are short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under the definition. Cash and cash equivalents at beginning of period Cash and cash equivalents at the end of the year. Cash equivalents are short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under the definition. Cash and cash equivalents at end of period Common stock, $0.01 par value, 50,000,000 authorized at December 31, 2007 and June 30, 2008, 27,378,804 shares issued and 26,260,861 shares outstanding at December 31, 2007 and 27,469,619 shares issued and 26,392,153 shares outstanding at June 30, 2008 Cost of revenues Deferred revenues Depreciation Amortization and depreciation Amortization and depreciation General and administrative Goodwill Gross profit Accounts receivable Accounts receivable Accounts payable and accrued expenses Deferred revenues Long-term payables Other assets, net Other assets, net Interest and other expense Interest and other expense Cash paid for interest Cash paid for interest Total liabilities Total liabilities and stockholders equity Total current liabilities Data and solutions Current portion of long-term debt Long-term debt Net cash provided by financing activities Net cash used in investing activities Net cash used in operating activities Net loss Net loss The profit or loss of the entity net of income taxes for the reporting period, calculated and presented in the income statement in accordance with GAAP. Net loss Loss from operations Other current assets Other assets Amortization of capitalized product costs Other intangible assets, net Other long-term liabilities Deferred financing costs Purchases of held-to-maturity investments Purchases of held-to-maturity investments Capital expenditures Capital expenditures Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding Proceeds from notes payable issued Proceeds from exercise of stock options and warrants Property and equipment, net Provision for losses on trade accounts receivable Product development Accumulated deficit Total revenues Sales and marketing Severance costs Stock-based compensation Short-term investments Short-term investments Total stockholders equity Subscriptions Supplemental proceeds receivable from stock options exercised. Proceeds receivable from stock option exercises Supplemental warrant issued in connection with long-term debt Warrant issued in connection with long-term debt Treasury stock, at cost, 1,117,943 shares at December 31, 2007 and 1,077,466 shares at June 30, 2008 Treasury stock, at cost, 1,117,943 shares at December 31, 2007 and 1,077,466 shares at June 30, 2008 Weighted Average Number of Shares Outstanding where Basic and Diluted are the same and reported as a single line Weighted average shares outstanding basic and diluted EX-100.PRE 11 edgr-20080630_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE -----END PRIVACY-ENHANCED MESSAGE-----

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents