<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X]ANNUAL REPORT PURSUANT TO SECTION l3 OR l5(d) OF THE SECURITIES EXCHANGE
ACT OF l934
For the fiscal year ended December 31, 1998
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-25107
EarthWeb Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 13-3899472
<S> <C>
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
3 Park Avenue, New York, New York 10016
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (212) 725-6550
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section l2(g) of the Act:
Common Stock, par value $.01 per share
(Title of class)
---------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by nonaffiliates of the
registrant, based on the closing price of the common stock on March 1, 1999 of
$37.75, as reported on the NASDAQ National Market was approximately
$158,228,219. Shares of common stock held by each officer and director and by
each person who owns 5% or more of the outstanding common stock have been
excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive
determination for any other purpose.
As of March 1, 1999, the registrant had outstanding 8,509,862 shares of
common stock, $.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE:
The following documents (or parts thereof) are incorporated by reference
into the following parts of this Form 10-K:
(1) 1998 Annual Report to Stockholders--Items 5, 6, 7, 8 and 14(a). With the
exception of those portions that are incorporated by reference, the
Registrant's 1998 Annual Report is not deemed filed as part of this
Report.
(2) Proxy Statement for the 1999 Annual Meeting of Stockholders--Items 10, 11,
12 and 13.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
This 10-K/A is being filed to amend Item 14, to amend Exhibit 13.1 to replace
pages 10, 17, 22, 27 and 30 of Exhibit 13.1 with amended pages, and to amend
Exhibit 27.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
a) Documents filed as part of this Report:
--------------------------------------
The following financial statements and the Report of the Independent Accountants
are incorporated herein by reference to the Registrant's 1998 Annual Report to
Stockholders pursuant to Item 8:
<TABLE>
<CAPTION>
Page
-------
<S> <C>
Balance Sheets at December 31, 1998 and 1997............................... 16
Statement of Operations for the years ended December 31, 1998, 1997 and
1996...................................................................... 17
Statements of Stockholders' Equity for the years ended December 31, 1998,
1997 and 1996............................................................. 18
Statements of Cash Flows for the years ended December 31, 1998, 1997 and
1996...................................................................... 19
Notes to Financial Statements.............................................. 20-28
Report of Independent Accountants.......................................... 29
</TABLE>
All other financial statement schedules are omitted because they are not
required, are inapplicable or the information has been included elsewhere in the
financial statements or notes thereto.
b) Reports on Form 8-K.
-------------------
No Reports on Form 8-K were filed during the fourth quarter of 1998. A Report
on Form 8-K was filed on each of February 16, 1999 and March 26, 1999. A Report
on Form 8-K/A was filed on April 15, 1999.
c) Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit No. Description
- --------------------- -----------
<C> <S>
*2.1 Agreement and Plan of Merger among Registrant, EW Career Solutions, Inc., D&L Online, Inc., Lloyd
Linn, and Diane Rickert; incorporated by reference to Exhibit 2.1 to the Registrant's Current Report
on Form 8-K dated February 2, 1999.
3.1 Form of Amended and Restated Certificate of Incorporation; incorporated by reference to Exhibit 3.1
to Registrant's Registration Statement on Form S-1 (SEC File No. 333-60837).
3.2 Form of Amended and Restated By-laws; incorporated by reference to Exhibit 3.2 to Registrant's
Registration Statement on Form S-1 (SEC File No. 333-60837).
4.1 Amended and Restated Shareholders Agreement dated as of June 24, 1997 among the Registrant, EarthWeb
LLC, Global Network Partners LLC ("GNP"), Warburg, Pincus Ventures, L.P. ("Warburg"), Jack D. Hidary,
Murray Hidary and Nova Spivack; incorporated by reference to Exhibit 4.1 to Registrant's
Registration Statement on Form S-1 (SEC File No. 333-60837).
4.2 Specimen Common Stock Certificate of Registrant; incorporated by reference to Exhibit 4.2 to
Registrant's Registration Statement on Form S-1 (SEC File No. 333-60837).
4.3 Registration Rights Agreement dated as of October 25, 1996 by and between the Registrant, Warburg,
EarthWeb LLC and GNP; incorporated by reference to Exhibit 4.3 to Registrant's Registration
Statement on Form S-1 (SEC File No. 333-60837).
4.4 Registration Rights Agreement between Registrant, Lloyd Linn and Diane Rickert; incorporated by
reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated February 2, 1999.
9 Form of Voting Trust Agreement, as amended; incorporated by reference to Exhibit 9 to Registrant's
Registration Statement on Form S-1 (SEC File No. 333-60837).
10.1 1996 Amended and Restated Stock Plan, as amended; incorporated by reference to Exhibit 10.1 to
Registrant's Registration Statement on Form S-1 (SEC File No. 333-60837).
10.2 Employment Agreement dated January 1, 1995 between GNP (formerly EarthWeb Ltd.) and Jack D. Hidary;
incorporated by reference to Exhibit 10.2 to Registrant's Registration Statement on Form S-1 (SEC
File No. 333-60837).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
- --------------------- -----------
<S> <C>
10.3 Employment Agreement dated January 1, 1995 between GNP (formerly EarthWeb Ltd.) and Murray Hidary;
incorporated by reference to Exhibit 10.3 to Registrant's Registration Statement on Form S-1 (SEC
File No. 333-60837).
10.4 Employment Agreement dated November 4, 1996 between the Registrant and Irene Math; incorporated by
reference to Exhibit 10.4 to Registrant's Registration Statement on Form S-1 (SEC File No.
333-60837).
10.5 Employment Agreement dated November 3, 1997 between the Registrant and William Gollan; incorporated
by reference to Exhibit 10.5 to Registrant's Registration Statement on Form S-1 (SEC File No.
333-60837).
10.6 Employment Agreement dated January 12, 1998 between the Registrant and John Kleine; incorporated by
reference to Exhibit 10.6 to the Registrant's Annual Report on Form 10-K dated March 19, 1999.
10.7 Consulting Agreement dated as of August 1, 1998 between the Registrant and Nova Spivack;
incorporated by reference to Exhibit 10.6 to Registrant's Registration Statement on Form S-1 (SEC
File No. 333-60837).
10.8 Intercompany Services Agreement dated October 25, 1996 among the Registrant, EarthWeb LLC, GNP
(formerly EarthWeb Ltd.), Jack D. Hidary, Murray Hidary and Nova Spivack, as amended; incorporated
by reference to Exhibit 10.7 to Registrant's Registration Statement on Form S-1 (SEC File No.
333-60837).
10.9 Lease Agreement dated April 28, 1995 between 3 Park Avenue Co. and MJN Enterprises, Inc., as
amended; incorporated by reference to Exhibit 10.8 to Registrant's Registration Statement on Form
S-1 (SEC File No. 333-60837).
10.10 Form of 1998 Stock Incentive Plan; incorporated by reference to Exhibit 10.9 to Registrant's
Registration Statement on Form S-1 (SEC File No. 333-60837).
10.11 Form of 1998 Employee Stock Purchase Plan; incorporated by reference to Exhibit 10.10 to
Registrant's Registration Statement on Form S-1 (SEC File No. 333-60837).
10.12 Employment Agreement between Registrant and Lloyd Linn; incorporated by reference to Exhibit 10.1 to
the Registrant's Current Report on Form 8-K dated February 2, 1999.
13.1 Amended pages of 1998 Annual Report to Stockholders; portions of the 1998 Annual Report to Stockholders are
incorporated by reference herein.
21.1 Subsidiary of Registrant; incorporated by reference to Exhibit 21.1 to the Registrant's Annual Report on Form
10-K dated March 19, 1999.
23.1 Consent of Independent Accountants.
27 Financial Data Schedule; incorporated by reference to Exhibit 27 to Registrant's Annual Report on Form 10-K
dated March 19, 1999.
</TABLE>
* Confidential treatment has been granted with respect to certain
portions of this Exhibit. Omitted portions have been filed separately
with the Commission.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
New York, State of New York, on April 15, 1999.
Earthweb Inc.
By: /s/ Jack D. Hidary
---------------------------------
Jack D. Hidary
President and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
c) Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit No. Description
- --------------------- -----------
<C> <S>
*2.1 Agreement and Plan of Merger among Registrant, EW Career Solutions, Inc., D&L Online, Inc., Lloyd
Linn, and Diane Rickert; incorporated by reference to Exhibit 2.1 to the Registrant's Current Report
on Form 8-K dated February 2, 1999.
3.1 Form of Amended and Restated Certificate of Incorporation; incorporated by reference to Exhibit 3.1
to Registrant's Registration Statement on Form S-1 (SEC File No. 333-60837).
3.2 Form of Amended and Restated By-laws; incorporated by reference to Exhibit 3.2 to Registrant's
Registration Statement on Form S-1 (SEC File No. 333-60837).
4.1 Amended and Restated Shareholders Agreement dated as of June 24, 1997 among the Registrant, EarthWeb
LLC, Global Network Partners LLC ("GNP"), Warburg, Pincus Ventures, L.P. ("Warburg"), Jack D. Hidary,
Murray Hidary and Nova Spivack; incorporated by reference to Exhibit 4.1 to Registrant's
Registration Statement on Form S-1 (SEC File No. 333-60837).
4.2 Specimen Common Stock Certificate of Registrant; incorporated by reference to Exhibit 4.2 to
Registrant's Registration Statement on Form S-1 (SEC File No. 333-60837).
4.3 Registration Rights Agreement dated as of October 25, 1996 by and between the Registrant, Warburg,
EarthWeb LLC and GNP; incorporated by reference to Exhibit 4.3 to Registrant's Registration
Statement on Form S-1 (SEC File No. 333-60837).
4.4 Registration Rights Agreement between Registrant, Lloyd Linn and Diane Rickert; incorporated by
reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated February 2, 1999.
9 Form of Voting Trust Agreement, as amended; incorporated by reference to Exhibit 9 to Registrant's
Registration Statement on Form S-1 (SEC File No. 333-60837).
10.1 1996 Amended and Restated Stock Plan, as amended; incorporated by reference to Exhibit 10.1 to
Registrant's Registration Statement on Form S-1 (SEC File No. 333-60837).
10.2 Employment Agreement dated January 1, 1995 between GNP (formerly EarthWeb Ltd.) and Jack D. Hidary;
incorporated by reference to Exhibit 10.2 to Registrant's Registration Statement on Form S-1 (SEC
File No. 333-60837).
10.3 Employment Agreement dated January 1, 1995 between GNP (formerly EarthWeb Ltd.) and Murray Hidary;
incorporated by reference to Exhibit 10.3 to Registrant's Registration Statement on Form S-1 (SEC
File No. 333-60837).
10.4 Employment Agreement dated November 4, 1996 between the Registrant and Irene Math; incorporated by
reference to Exhibit 10.4 to Registrant's Registration Statement on Form S-1 (SEC File No.
333-60837).
10.5 Employment Agreement dated November 3, 1997 between the Registrant and William Gollan; incorporated
by reference to Exhibit 10.5 to Registrant's Registration Statement on Form S-1 (SEC File No.
333-60837).
10.6 Employment Agreement dated January 12, 1998 between the Registrant and John Kleine; incorporated by
reference to Exhibit 10.6 to the Registrant's Annual Report on Form 10-K dated March 19, 1999.
10.7 Consulting Agreement dated as of August 1, 1998 between the Registrant and Nova Spivack;
incorporated by reference to Exhibit 10.6 to Registrant's Registration Statement on Form S-1 (SEC
File No. 333-60837).
10.8 Intercompany Services Agreement dated October 25, 1996 among the Registrant, EarthWeb LLC, GNP
(formerly EarthWeb Ltd.), Jack D. Hidary, Murray Hidary and Nova Spivack, as amended; incorporated
by reference to Exhibit 10.7 to Registrant's Registration Statement on Form S-1 (SEC File No.
333-60837).
10.9 Lease Agreement dated April 28, 1995 between 3 Park Avenue Co. and MJN Enterprises, Inc., as
amended; incorporated by reference to Exhibit 10.8 to Registrant's Registration Statement on Form
S-1 (SEC File No. 333-60837).
10.10 Form of 1998 Stock Incentive Plan; incorporated by reference to Exhibit 10.9 to Registrant's
Registration Statement on Form S-1 (SEC File No. 333-60837).
10.11 Form of 1998 Employee Stock Purchase Plan; incorporated by reference to Exhibit 10.10 to
Registrant's Registration Statement on Form S-1 (SEC File No. 333-60837).
10.12 Employment Agreement between Registrant and Lloyd Linn; incorporated by reference to Exhibit 10.1 to
the Registrant's Current Report on Form 8-K dated February 2, [copy missing].
13.1 Amended pages of 1998 Annual Report to Stockholders; portions of the 1998 Annual Report to Stockholders are
incorporated by reference herein.
21.1 Subsidiary of Registrant; incorporated by reference to Exhibit 21.1 to the Registrant's Annual Report on Form
10-K dated March 19, 1999.
23.1 Consent of Independent Accountants.
27 Financial Data Schedule;
</TABLE>
* Confidential treatment has been granted with respect to certain
portions of this Exhibit. Omitted portions have been filed separately
with the Commission.
<PAGE>
Exhibit 13.1
Amended Pages to
1998 Annual Report to Stockholders
------------------------------------------------
<PAGE>
Selected Financial Data
The following selected financial data should be read in conjunction with the
financial statements and notes thereto and "Management's Discussion & Analysis
of Financial Condition and Results of Operations" included elsewhere in this
Annual Report. The statement of operations data for the years ended December 31,
1998, 1997 and 1996 and the balance sheet data as of December 31, 1998 and 1997
are derived from the audited financial statements of EarthWeb, and are included
elsewhere in this Annual Report. The balance sheet data as of December 31, 1996
and 1995 and the statement of operations data for the year ended December 31,
1995 are derived from the audited financial statements of EarthWeb not included
herein. The historical results presented here are not necessarily indicative of
future results.
<TABLE>
<CAPTION>
Year Ended December 31,
Selected Financial Data 1998 1997 1996 1995
Dollars in thousands, except per share data
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues $ 3,349 $ 1,135 $ 472 $ --
Cost of revenues 2,131 1,358 314 --
Gross profit (deficit) 1,218 (223) 158 --
- --------------------------------------------------------------------------------------------------------
Operating expenses
Product development 1,476 1,003 68 36
Sales and marketing 4,547 1,018 252 --
General and administrative 3,356 2,567 1,802 626
Depreciation and amortization 1,116 893 101 42
Total operating expenses 10,495 5,481 2,223 704
- --------------------------------------------------------------------------------------------------------
Loss from operations (9,277) (5,704) (2,065) (704)
Interest and other income, net 307 267 61 (1)
Loss from continuing operations (8,970) (5,437) (2,004) (705)
Loss from discontinued operations -- (2,384) (42) 65
Net Loss (8,970) (7,821) (2,046) (640)
- --------------------------------------------------------------------------------------------------------
Basic and diluted net loss per share
from continuing operations (2.37) (1.86) (0.69) (0.24)
Basic and diluted net loss per share
from discontinued operations -- (0.81) (0.01) 0.02
Basic and diluted net loss per share $(2.37) $(2.67) $(0.70) $ (0.22)
- --------------------------------------------------------------------------------------------------------
Weighted average shares outstanding
used in computing basic and diluted
net loss per share 3,782,575 2,925,000 2,925,000 2,925,000
Note: On a pro forma basis the net loss per share for 1998 was $1.53. The pro
forma share amount is computed by using the sum of the weighted average number
of shares of common stock and the 2,439,833 shares of common stock issued upon
conversion of preferred stock.
As of December 31,
Dollars in thousands 1998 1997 1996 1995
- --------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA:
Cash and cash equivalents $ 25,292 $ 4,775 $ 3,779 $ 886
Working capital 23,705 4,317 3,315 865
Total assets 30,477 8,514 5,652 1,393
Long-term obligations 66 85 94 25
Stockholders' equity 26,852 6,445 4,259 1,251
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31,
<S> <C> <C> <C>
Statements of Operations 1998 1997 1996
Revenue $ 3,349,165 $ 1,135,141 $ 472,109
Cost of revenues 2,131,593 1,358,293 314,332
- ---------------------------------------------------------------------------------------------------------------------
Gross profit (deficit) 1,217,572 (223,152) 157,777
- ---------------------------------------------------------------------------------------------------------------------
Operating expenses:
Product development 1,475,665 1,003,422 68,410
Sales and marketing 4,546,839 1,018,313 252,287
General and administrative 3,356,567 2,566,670 1,801,744
Depreciation and amortization 1,115,698 892,600 100,859
- ---------------------------------------------------------------------------------------------------------------------
Total operating expenses 10,494,769 5,481,005 2,223,300
- ---------------------------------------------------------------------------------------------------------------------
Loss from operations (9,277,197) (5,704,157) (2,065,523)
Interest and other income, net 307,409 267,139 61,497
- ---------------------------------------------------------------------------------------------------------------------
Loss from continuing operations (8,969,788) (5,437,018) (2,004,026)
Discontinued operations:
Loss from discontinued operations -- (2,142,934) (42,255)
Loss on disposal of discontinued operations -- (240,585) --
- ---------------------------------------------------------------------------------------------------------------------
Net loss $(8,969,788) $(7,820,537) $(2,046,281)
- ---------------------------------------------------------------------------------------------------------------------
Basic and diluted net loss per share from continuing operations $ (2.37) $ (1.86) $ (0.69)
Basic and diluted net loss per share from discontinued operations $ -- $ (0.81) $ (0.01)
Basic and diluted net loss per share $ (2.37) $ (2.67) $ (0.70)
- ---------------------------------------------------------------------------------------------------------------------
Weighted average shares of common stock outstanding
used in computing basic and diluted net loss per share 3,782,575 2,925,000 2,925,000
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-17-
<PAGE>
Risks and Uncertainties
The Company has a limited operating history and its prospects are subject to the
risks, expenses and uncertainties frequently encountered by companies in the new
and rapidly evolving markets for Internet products and services. These risks
include the failure to develop and extend the Company's online service brands,
the rejection of the Company's services by Web consumers, vendors and/or
advertisers, the inability of the Company to maintain and increase the levels of
traffic on its online services, as well as other risks and uncertainties. In the
event that the Company does not successfully implement its business plan,
certain assets may not be recoverable.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from these estimates. The Company's significant estimates include
the useful lives of fixed assets and intangibles and the accounts receivable
allowance for doubtful accounts.
Long-Lived Assets
The carrying amount of assets is reviewed on a regular basis for the existence
of facts or circumstances, both internally and externally, that suggest
impairment. To date no such impairment has been indicated except as disclosed in
Note 3. The Company determines if the carrying amount of a long-lived asset is
impaired based on anticipated undiscounted cash flows before interest. In the
event of impairment, a loss is recognized based on the amount by which the
carrying amount exceeds fair value of the asset. Fair value is determined
primarily using the anticipated cash flows before interest, discounted at a rate
commensurate with the risk involved.
Net Loss Per Share
In 1997, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS No. 128").
SFAS No. 128 replaced primary and fully diluted earnings per share with basic
and diluted earnings per share. Unlike primary earnings per share, basic
earnings per share excludes any dilutive effect of options, warrants and
convertible securities. Diluted earnings per share is very similar to fully
diluted earnings per share. Basic earnings per share is computed using the
weighted-average number of common shares outstanding during the period. Diluted
earnings per share is computed using the weighted-average number of common and
common stock equivalent shares outstanding during the period. Common equivalent
shares have been excluded from the computation as their effect is antidilutive
for all years. Net loss per share amounts for all periods have been restated to
conform to SFAS No. 128 requirements. There were 200,090 and 498,692 options
outstanding as of December 31, 1997 and 1998 that could potentially dilute
earnings per share in the future. Such options were not included in the
computation of diluted loss per share because to do so would have been
antidilutive for all periods presented.
The pro forma net loss per share is computed by dividing the net loss by the sum
of the weighted average number of shares of common stock including the shares
issued as a result of the assumed conversion of all outstanding shares of
Convertible Preferred Stock.
1998
- --------------------------------------------------------------------------------
Pro forma basic and diluted net loss per share $(1.53)
- --------------------------------------------------------------------------------
Shares used in computing pro forma basic diluted
net loss per share 5,880,467
Stock Split
The company authorized and implemented a 0.65-for-one reverse stock split in
connection with the initial public offering of the Company's common stock on
November 10, 1998. All references to the number of shares of common stock have
been retroactively restated in the financial statements to reflect the effect of
this transaction.
22
<PAGE>
for awards in 1998 and 1997 consistent with the provisions of SFAS No. 123, the
Company's net loss would have been adjusted to the pro forma amounts indicated
below.
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Net loss -- as reported $(8,969,788) $(7,820,537)
Net loss -- pro forma $(9,022,961) $(7,860,720)
Basic net loss per share -- as reported $ (2.37) $ (2.67)
Basic net loss per share -- pro forma $ (2.39) $ (2.69)
</TABLE>
The fair value of each option grant is estimated on the date of the grant using
the "Black-Scholes option-pricing model" with the following weighted average
assumptions used for grants for the years ended December 31, 1998 and 1997; zero
dividend yield; no volatility (all options were issued prior to the
effectiveness of the IPO); a weighted average risk-free interest rate of 5.34%
and 6.90%, respectively; and expected lives of 4 and 5 years, respectively.
During the year ended December 31, 1998, the Company issued stock options with
strike prices below the then fair market value and, as a result, recorded
deferred compensation of approximately $368,000. Deferred compensation is
amortized over the four-year vesting period of the options. As of December 31,
1998, compensation cost of approximately $41,000 has been recognized.
1998 Employee Stock Purchase Plan The Company's 1998 Employee Stock Purchase
Plan (the "Stock Purchase Plan") was approved by the Board of Directors in
November 1998. The Stock Purchase Plan is intended to qualify as an "employee
stock purchase plan" under Section 423 of the Code in order to provide employees
of the Company with an opportunity to purchase Common Stock through payroll
deductions. An aggregate of 159,000 shares of the Company's Common Stock has
been reserved for issuance under the Stock Purchase Plan and is available for
purchase thereunder, plus an annual increase to be added on the first day of the
Company's fiscal year beginning in 2000 equal to the lesser of (i) 400,000
shares, (ii) two percent (2%) of the outstanding shares on such date or (iii) a
lesser number of shares determined by the Compensation Committee. At December
31, 1998, employee contributions to the Plan were approximately $66,000, which
will purchase shares of common stock on July 31, 1999.
8. Income Taxes
The components of the net deferred tax asset as of December 31, 1998 and 1997
consists of the following:
<TABLE>
<CAPTION>
1998 1997
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Operating loss carryforward $ 7,328,880 $ 3,325,050
Depreciation of fixed assets and amortization of intangibles 13,856 254,250
- -----------------------------------------------------------------------------------------
Net deferred tax asset 7,342,736 3,579,300
Less, Valuation allowance (7,342,736) (3,579,300)
Deferred tax asset $ 0 $ 0
- -----------------------------------------------------------------------------------------
</TABLE>
The difference between the Company's U.S. federal statutory rate of 35%, as well
as its state and local rate, net of a federal benefit of 7%, when compared to
its effective rate of 0% is principally comprised of its valuation allowance.
As of December 31, 1998, the Company has a net operating loss carryforward for
Federal income tax purposes of approximately $16,300,000. The carryforwards will
begin to expire in 2011 if not used. The net deferred tax asset has been fully
reserved due to the uncertainty of the Company's ability to realize this asset
in the future.
27
<PAGE>
Quarterly Results of Operations (Unaudited)
The following table sets forth unaudited quarterly statement of operations data
for each of the four quarters during the years ended December 31, 1997 and 1998.
In the opinion of management, this information has been prepared substantially
on the same basis as the audited financial statements appearing elsewhere in
this Annual Report, and all necessary adjustments, consisting only of normal
recurring adjustments, have been included in the amounts stated below to present
fairly the unaudited quarterly results. The quarterly data should be read in
conjunction with the audited financial statements of EarthWeb and the notes
thereto appearing elsewhere in this Annual Report. The operating results for any
quarter are not necessarily indicative of the operating results for any future
period.
<TABLE>
<CAPTION>
Quarter ended March 31, June 30, Sept. 30, Dec. 31, March 31, June 30, Sept. 30, Dec. 31,
1997 1997 1997 1997 1998 1998 1998 1998
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dollars in thousands
Total revenues 330 262 194 349 308 666 944 1431
Cost of revenues 258 343 346 411 395 398 601 737
Gross profit (deficit) 72 (81) (152) (62) (87) 268 343 694
- --------------------------------------------------------------------------------------------------------------------
Operating expenses:
Product
development 237 239 291 236 246 310 434 485
Sales and marketing 159 265 328 266 333 477 1,082 2,655
General and
administrative 610 686 706 565 605 726 914 1,111
Depreciation and
amortization 63 77 199 554 233 244 311 328
Total operating
expenses 1,069 1,267 1,524 1,621 1,417 1757 2,741 4,579
- --------------------------------------------------------------------------------------------------------------------
Loss from
operations (997) (1,348) (1,676) (1,683) (1,504) (1,489) (2,398) (3,885)
Interest and other
income, net 41 26 125 75 47 30 42 187
- --------------------------------------------------------------------------------------------------------------------
Loss from continuing
operations (956) (1,322) (1,551) (1,608) (1,457) (1,459) (2,356) (3,698)
Loss from
discontinued
operations (172) (377) (631) (1,204) -- -- -- --
Net loss $(1,128) $(1,699) $(2,182) $(2,812) $(1,457) $(1,459) $(2,356) $(3,698)
- --------------------------------------------------------------------------------------------------------------------
Basic and diluted
net loss per share from
continuing operations $ (0.33) $ (0.45) $ (0.53) $ (0.55) $ (0.50) $ (0.50) $ (0.70) $ (0.62)
Basic and diluted
net loss per share from
discontinued operations (0.06) (0.13) (0.22) (0.41) -- -- -- --
- --------------------------------------------------------------------------------------------------------------------
Basic and diluted
net loss per share $ (0.39) $ (0.58) $ (0.75) $ (0.96) $ (0.50) $ (0.50) $ (0.70) $ (0.62)
Pro forma basic and
diluted net loss per
share from continuing
operations(1) $(0.27) $(0.27) $(0.41) $(0.53)
Pro forma basic and
diluted net loss per
share from discontinued
operations(1) -- -- -- --
- --------------------------------------------------------------------------------------------------------------------
Pro forma basic and diluted
net loss per share(1) $(0.27) $(0.27) $(0.41) $(0.53)
(1) The pro forma per share amounts are computed by using the sum of the weighted average number of shares of common stock and the
2,439,833 shares of common stock issued upon conversion of preferred stock.
</TABLE>
30
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
on Form S-8 of our report dated January 21, 1999, on our audits of the
financial statements of EarthWeb Inc. as of December 31, 1998 and 1997 and for
the three years in the period ended December 31, 1998. We also consent to the
reference to our firm under the caption "Experts."
PricewaterhouseCoopers LLP
New York, New York
April 14, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> DEC-31-1998 DEC-31-1997
<CASH> 25,292,229 4,775,153
<SECURITIES> 0 0
<RECEIVABLES> 1,196,681 386,961
<ALLOWANCES> (53,000) (11,000)
<INVENTORY> 0 0
<CURRENT-ASSETS> 27,264,596 6,301,408
<PP&E> 3,483,301 2,366,756
<DEPRECIATION> (1,414,549) (715,928)
<TOTAL-ASSETS> 30,477,384 8,513,848
<CURRENT-LIABILITIES> 3,559,293 1,983,951
<BONDS> 0 0
0 0
0 12,512
<COMMON> 79,038 29,250
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 30,477,384 8,513,848
<SALES> 3,349,165 1,135,141
<TOTAL-REVENUES> 3,349,165 1,135,141
<CGS> 2,131,593 1,358,293
<TOTAL-COSTS> 10,494,769 5,481,005
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (8,969,788) (5,437,018)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (8,969,788) (5,437,018)
<DISCONTINUED> 0 (2,383,519)
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (8,969,788) (7,820,537)
<EPS-PRIMARY> (2.37) (2.67)
<EPS-DILUTED> (2.37) (2.67)
</TABLE>
