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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-25107
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EARTHWEB INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
DELAWARE 13-3899472
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
</TABLE>
3 Park Avenue, New York, New York 10016
(Address of Principal Executive Offices, including Zip Code)
(212) 725-6550
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 [_]
As of October 27, 2000, the registrant had outstanding 10,436,834 shares of
common stock, $.01 par value.
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EARTHWEB INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
No.
----
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of September 30, 2000
and December 31, 1999............................................ 3
Condensed Consolidated Statements of Operations for the three and
nine months ended September 30, 2000 and 1999................... 4
Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 2000 and 1999........................ 5
Notes to Condensed Consolidated Financial Statements............. 6
Management's Discussion and Analysis of Financial Condition and
Item 2. Results of Operations............................................ 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk....... 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................ 15
Item 2. Changes in Securities and Use of Proceeds........................ 15
Item 3. Defaults Upon Senior Securities.................................. 15
Item 4. Submission of Matters to a Vote of Security Holders.............. 15
Item 5. Other Information................................................ 15
Item 6. Exhibits and Reports on Form 8-K................................. 15
Signatures................................................................ 16
</TABLE>
2
<PAGE>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
EARTHWEB INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- ------------
(unaudited)
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents......................... $ 43,846 $ 13,054
Marketable securities............................. 6,281 6,242
Accounts receivable, net of allowance of 1,383 and
665, respectively................................ 10,287 4,776
Prepaid expenses and other current assets......... 2,692 2,482
-------- --------
Total current assets............................ 63,106 26,554
Fixed assets, net................................... 14,539 7,272
Intangible assets, net.............................. 68,595 53,790
Other assets........................................ 4,708 1,573
-------- --------
Total assets.................................... $150,948 $ 89,189
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable and accrued expenses ............ $ 12,126 $ 11,980
Accrued interest ................................. 1,034 32
Amounts due under acquisition agreements ......... 7,191 6,122
Deferred revenue ................................. 6,825 2,006
Leases payable--short-term ....................... 1,427 403
Notes payable--short-term ........................ 523 486
-------- --------
Total current liabilities ...................... 29,126 21,029
Convertible notes payable .......................... 80,000 5,743
Notes payable--long-term ........................... 384 782
Leases payable--long-term .......................... 895 642
Other liabilities .................................. 1,652 2,083
-------- --------
Total liabilities .............................. 112,057 30,279
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $.01; 2,000,000
authorized, none issued.......................... -- --
Common stock, par value $.01; 75,000,000
authorized; 10,395,735 and 9,817,772 issued,
respectively .................................... 104 98
Additional paid in capital ....................... 124,621 111,283
Unearned compensation ............................ (54) (386)
Accumulated comprehensive other income ........... (6) 110
Treasury stock, at cost, 4,713 shares ............ (200) (200)
Accumulated deficit............................... (85,574) (51,995)
-------- --------
Total stockholders' equity...................... 38,891 58,910
-------- --------
Total liabilities and stockholders' equity...... $150,948 $ 89,189
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
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EARTHWEB INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except per share data)
<TABLE>
<CAPTION>
Three months
ended Nine months ended
September 30, September 30,
---------------- ------------------
2000 1999 2000 1999
------- ------- -------- --------
<S> <C> <C> <C> <C>
Revenues ............................... $21,027 $ 8,653 $ 51,187 $ 19,584
Cost of revenues ....................... 4,866 3,078 13,892 7,144
------- ------- -------- --------
Gross profit ........................... 16,161 5,575 37,295 12,440
------- ------- -------- --------
Operating expenses:
Product development .................. 1,866 1,386 6,782 3,001
Sales and marketing .................. 11,622 7,019 31,659 18,930
General and administrative ........... 3,370 2,403 9,515 7,032
Depreciation ......................... 1,637 453 3,482 1,064
Amortization ......................... 6,495 3,523 17,645 8,002
------- ------- -------- --------
Total operating expenses ........... 24,990 14,784 69,083 38,029
------- ------- -------- --------
Loss from operations ................... (8,829) (9,209) (31,788) (25,589)
Interest expense ....................... (1,613) (148) (4,490) (322)
Interest and other income .............. 849 406 2,699 973
------- ------- -------- --------
Net loss ............................... $(9,593) $(8,951) $(33,579) $(24,938)
======= ======= ======== ========
Basic and diluted net loss per share ... $ (0.92) $ (0.93) $ (3.30) $ (2.78)
======= ======= ======== ========
Weighted average shares of common stock
outstanding............................ 10,377 9,597 10,174 8,965
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
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EARTHWEB INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
<TABLE>
<CAPTION>
Nine months ended
September 30,
------------------
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss................................................ $(33,579) $(24,938)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation............................................ 3,482 1,064
Amortization of intangible assets....................... 17,645 8,002
Amortization of deferred financing costs................ 438 --
Provision for doubtful accounts......................... 1,016 238
Charge related to issuance of stock options............. 194 713
Accrual of interest (income) expense, net............... 1,066 256
Changes in operating assets and liabilities:
Accounts receivable..................................... (6,269) (1,337)
Prepaid expenses and other assets....................... (691) (870)
Accounts payable and accrued expenses................... (569) 4,363
Deferred revenue........................................ 4,286 1,281
Other liabilities....................................... 192 709
-------- --------
Net cash used in operating activities..................... (12,789) (10,519)
-------- --------
Cash flows from investing activities:
Purchases of fixed assets............................... (9,803) (2,915)
Payments for acquisitions............................... (13,989) (8,069)
Purchases of investment securities...................... (6,168) (344)
Sale of investment securities........................... 6,200 --
-------- --------
Net cash used in investing activities..................... (23,760) (11,328)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock, net............. 678 26,094
Proceeds from issuance of convertible notes, net........ 77,600 --
Payments of obligations under acquisition agreements.... (9,806) --
Payments of principal on capital leases and notes
payable................................................ (1,131) (456)
-------- --------
Net cash provided by financing activities................. 67,341 25,638
-------- --------
Net change in cash and cash equivalents for the period.... 30,792 3,791
Cash and cash equivalents, beginning of period............ 13,054 25,292
-------- --------
Cash and cash equivalents, end of period.................. $ 43,846 $ 29,083
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
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EARTHWEB INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. The Company and Basis of Presentation
EarthWeb Inc. ("EarthWeb" or the "Company") is a leading provider of career
development resources and technical expertise to the world's information
technology ("IT") professionals, and provides a comprehensive set of solutions
to a broad range of IT professionals: chief technology officers ("CTOs"), IT
managers, IT recruiters/HR managers, corporate IT purchasers, programmers,
network managers and system administrators.
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in
the United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information required by accounting principles
generally accepted in the United States of America for annual financial
statements. In the opinion of management, all adjustments (consisting only of
normal recurring accruals) considered necessary for a fair presentation have
been included. The results for the interim periods presented are not
necessarily indicative of the results that may be expected for any future
period. The following information should be read in conjunction with the
financial statements and notes thereto included in EarthWeb's annual report on
Form 10-K for the year ended December 31, 1999.
Certain amounts from the prior year have been reclassified to conform to the
current period presentation.
2. Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported
in the condensed consolidated financial statements and accompanying notes.
Actual results could differ from these estimates. EarthWeb's significant
estimates include the useful lives and recoverability of fixed assets and
intangible assets, the allowance for doubtful accounts and the income tax
valuation allowance.
3. Acquisitions
In January 2000 and February 2000, EarthWeb acquired the Web sites CCPrep
and NetCerts, respectively, both of which offer online certification
preparation products and services designed for IT professionals seeking
certification for Cisco products. The aggregate purchase price of both
acquisitions was $3.2 million of which $2.0 million was paid at closing,
consisting of $650,000 in cash and 41,247 shares of EarthWeb common stock. The
remaining payment of $1.2 million, which was payable in cash or EarthWeb common
stock, at the Company's option, was paid in cash in July 2000.
In February 2000, EarthWeb acquired Measure Up, Inc. ("Measure Up"), a
company that provides online certification preparation and assessment solutions
for IT professionals. Total consideration for the acquisition was $15.0
million, plus contingent earnout obligations under the acquisition agreement
based on operating performance with an aggregate value of up to an additional
$10.0 million. The purchase price consisted of (a) $10.0 million in cash paid
at closing, (b) $2.5 million, which consisted of $190,500 in cash and 150,947
shares of EarthWeb common stock and was paid in May 2000 and (c) $2.5 million
paid in cash in August 2000. The additional earnout obligations would be
payable in the form of cash and cash or common stock, at the Company's option,
over a period of three years. Under the terms of the acquisition agreement and
a related escrow agreement, the 150,947 shares of EarthWeb common stock paid in
May 2000 were released from escrow and 41,387 shares remain in escrow to secure
potential future payments.
In February 2000, EarthWeb acquired Cambridge Information Network ("CIN"), a
leading Web site for IT executives. The consideration totaled approximately
$8.0 million, $3.0 million of which was paid at closing
6
<PAGE>
EARTHWEB INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(unaudited)
in cash, $1.0 million of which was paid in March 2000 with 39,678 shares of
EarthWeb common stock, and $1.0 million of which was paid in June 2000 in
cash. The remaining payment of $3.0 million was paid in cash in October 2000.
In March 2000, the Company issued 126,475 shares of common stock in
exchange for the convertible notes issued in connection with the acquisition
of MicroHouse International, Inc. ("Microhouse," now known as EarthWeb
Knowledge Products, Inc.). In April 2000, the Company issued 76,270 shares of
common stock and paid $2.0 million in cash pursuant to the earnout obligations
under the acquisition agreement with D&L Online, Inc. (now known as EarthWeb
Career Solutions, Inc.). In July 2000, the Company issued 19,290 shares of
common stock in exchange for the convertible note issued in connection with
the acquisition of SysOpt.com. In September 2000, the Company paid
approximately $275,000 in cash pursuant to the earnout obligations under the
acquisition agreement for codeguru.com.
These transactions have been accounted for using the purchase method of
accounting and, accordingly, the purchase price of each acquisition has been
allocated to assets acquired and liabilities assumed based on their respective
fair values. The unallocated excess of purchase price, plus transaction
expenses, over the net assets acquired have been allocated to goodwill and
other intangibles and are being amortized on a straight-line basis over a
period of three to five years. The results of operations for each have been
included with those of EarthWeb for periods subsequent to the date of each
acquisition.
The following unaudited pro forma summary presents consolidated results of
operations for the Company as if the acquisitions of Measure Up, CIN,
MicroHouse, D&L Online, Inc., CCPrep, codeguru.com and SysOpt.com had been
consummated as of the beginning of each period presented. The unaudited pro
forma information does not necessarily reflect the results that would have
been achieved had the acquisitions occurred on such dates, nor is it
necessarily indicative of future consolidated results of the Company.
<TABLE>
<CAPTION>
Nine months ended
September 30,
------------------
2000 1999
-------- --------
(in thousands
except per share
data)
<S> <C> <C>
Revenues................................................ $ 51,494 $ 22,609
Net loss................................................ (35,432) (35,124)
Basic and diluted loss per share........................ $ (3.44) $ (3.83)
-------- --------
Weighted average shares of common stock outstanding..... 10,313 9,176
======== ========
</TABLE>
Pro forma adjustments include: (i) amortization of goodwill and other
intangible assets recorded as a result of the acquisitions, (ii) adjustment
related to D&L Online, Inc.'s Subchapter S corporation distribution which was
recorded as compensation expense that will not be incurred in the future as
well as to record the associated tax charge, which does not assume the use of
EarthWeb's net operating loss carryforwards, (iii) adjustment to reflect the
accretion of the discount on the convertible note issued in connection with
the acquisition of MicroHouse, and (iv) adjustment of the weighted average
shares of common stock outstanding used in the calculation of earnings per
share to reflect shares issued in connection with the acquisitions. The
weighted average shares of common stock outstanding does not include shares
that may be issued after September 30, 2000 to fulfill obligations of
approximately $2.0 million due under the acquisition agreement for D&L Online,
Inc.
As of September 30, 2000, the Company had $7.2 million in obligations due
remaining under acquisition agreements, of which $3.0 million was paid in cash
for CIN in October 2000. Of the remaining $4.2 million, $2.2 million is
payable in cash through April 2001 and the remainder is payable in either
cash, stock or any combination thereof, at the Company's option, in April
2001.
7
<PAGE>
EARTHWEB INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(unaudited)
4. Long-Term Debt--Convertible Subordinated Notes
In the quarter ended March 31, 2000, EarthWeb completed a private offering
pursuant to Rule 144A of $80.0 million face value, 7% convertible subordinated
notes due January 25, 2005 (the "Convertible Notes"). Proceeds to EarthWeb,
net of issuance costs, were approximately $77.6 million. Pursuant to a
prospectus dated May 9, 2000, as supplemented from time to time, the holders
of the Convertible Notes may offer for sale the Convertible Notes and the
shares into which the Convertible Notes are convertible. The Convertible Notes
are convertible, at the option of the holder, at any time on or prior to
maturity into shares of EarthWeb common stock. The conversion price, subject
to adjustment, is $39.10 per share, which is equal to a conversion rate of
25.5754 shares per $1,000 principal amount of Convertible Notes. Interest on
the Convertible Notes is payable semiannually on January 25 and July 25 of
each year. The first payment of $2.8 million was made on July 25, 2000.
EarthWeb may redeem some or all of the Convertible Notes at any time before
January 25, 2003 at the redemption price equal to $1,000 per $1,000 principal
amount of the Convertible Notes to be redeemed plus accrued and unpaid
interest, if any, to the provisional redemption date if the closing price to
EarthWeb common stock exceeds 150% of the conversion price for at least 20
trading days within a period of 30 consecutive trading days ending on the
trading day before the date of mailing of the provisional redemption notice.
Upon any provisional redemption the Company is required to make an additional
payment in cash with respect to the Convertible Notes called for redemption to
holders in an amount equal to $130.43 per $1,000 principal amount of
Convertible Notes, less the amount of any interest actually paid on the
Convertible Notes prior to the notice date of the provisional redemption.
Additionally, the Company is obligated to make this supplementary payment on
all Convertible Notes called for provisional redemption, including any
Convertible Notes converted after the notice date and before the provisional
redemption date. On or after January 25, 2003, the Company will be entitled to
redeem the notes for cash as a whole at any time, or from time to time in
part, at the following redemption prices (plus accrued cash interest to the
redemption date): from January 25, 2003 through January 24, 2004 at a price of
102.8% per $1,000 principal amount; thereafter at a price of 101.4% per
$1,000.
5. Comprehensive Income
Comprehensive income represents net income plus the results of certain
stockholders' equity changes not reflected in the Statements of Operations.
The components of comprehensive income, net of tax, are as follows:
<TABLE>
<CAPTION>
Three Months
Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
2000 1999 2000 1999
-------- -------- -------- --------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net (Loss)............................ $ (9,593) $ (8,951) $(33,579) $(24,938)
Unrealized appreciation (depreciation)
of available-for-sale securities..... (32) 0 (116) 0
-------- -------- -------- --------
Comprehensive Income (Loss)........... $ (9,625) $ (8,951) $(33,695) $(24,938)
======== ======== ======== ========
</TABLE>
6. Fair Value of Financial Instruments
Convertible Notes
The fair value of the Company's Convertible Notes is estimated based on the
market price of the Convertible Notes as of September 30, 2000. The carrying
amount is $80.0 million and the fair value was approximately $33.5 million as
of September 30, 2000.
8
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EARTHWEB INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(unaudited)
7. Supplemental Disclosure of Non-cash Transactions
In the nine months ended September 30, 2000, the Company acquired computer
equipment and software through capital leases totaling $2.1 million.
In the nine months ended September 30, 1999, the Company acquired computer
equipment through capital leases totaling $391,000.
8. Stockholders' Equity
The Board of Directors adopted an amendment to EarthWeb's 1998 Stock
Incentive Plan (the "Plan") to increase the number of shares of common stock
authorized for issuance under the Plan by an additional 1,500,000 shares and
to provide for an increase in the number of shares available under the Plan's
annual renewal mechanism. The Board of Directors also approved an increase in
the number of authorized shares of common stock to 75,000,000 from 21,750,000
and the elimination of certain classes of preferred stock. The shareholders
approved these matters at the Company's Annual Meeting of Shareholders on May
31, 2000 and the Company's Certificate of Incorporation was amended to reflect
these changes.
9
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion of the financial condition and results of
operations of EarthWeb should be read in conjunction with the Management's
Discussion and Analysis of Financial Condition and Results of Operations and
the Consolidated Financial Statements and the notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999, and
the financial statements and pro forma financial information and notes thereto
contained in the Company's Current Report on Form 8-K dated February 8, 2000,
reflecting the acquisition of Measure Up, Inc. This quarterly report on Form
10-Q contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements involve
risks and uncertainties and actual results could differ materially from those
discussed in the forward-looking statements. All forward-looking statements
included in this document are made as of the date hereof, and the risk factors
set forth in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999 were made as of the date thereof, in both cases based on
information available to EarthWeb as of the respective dates thereof, and
EarthWeb assumes no obligation to update any forward-looking statement or risk
factors.
Results of Operations
Three and Nine Month Periods Ended September 30, 2000 Compared with the Three
and Nine Month Periods Ended September 30, 1999
Revenues
Revenues for the three months ended September 30, 2000 increased $12.3
million to $21.0 million from $8.7 million for the three months ended
September 30, 1999. The increase in revenues was primarily due to increases in
customers and the average amount spent per customer in our paid job listing
business. Additionally, an increase of approximately $1.1 million was
attributable to the acquisition effect of a full quarter of operations in 2000
versus no operations in 1999 for Measure Up, Inc. Revenues from paid job
listings accounted for 68%, banner and sponsorship advertising for 18%, and
premium products for 14% of total revenues in the third quarter of 2000,
compared to 51%, 33% and 16%, respectively, of total revenues in the third
quarter 1999. For the three months ended September 30, 2000 no single
advertiser accounted for more than 10% of revenue. Barter advertising revenue
accounted for less than 10% and approximately 10% of revenues for the three
months ended September 30, 2000 and 1999, respectively. Barter advertising
revenues primarily related to the exchange of advertisements and promotional
activities with other companies.
Revenues for the nine months ended September 30, 2000 increased $31.6
million to $51.2 million from $19.6 million for the nine months ended
September 30, 1999. The increase in revenues was primarily due to increases in
customers and the average amount spent per customer in our paid job listing
and advertising businesses, increased sales of our premium products, and the
operations of acquired businesses. Specifically the increase in revenues
attributable to a full nine months of operations in 2000 versus a partial
period of operations in the 1999 period for D&L Online, Inc. (acquired
February 1999), MicroHouse International, Inc. (acquired March 1999) and a
partial period of operations in 2000 versus no operations in 1999 for Measure
Up, Inc. (acquired February 2000) was approximately $2.9 million. Revenues
from paid job listings accounted for 62%, banner and sponsorship advertising
for 23%, and premium products for 15% of total revenues for the nine months
ended September 30, 2000, compared to 51%, 35% and 14%, respectively, of total
revenues for the same period in 1999. For the nine months ended September 30,
2000 no single advertiser accounted for more than 10% of revenue. Barter
advertising revenue accounted for less than 10% and approximately 10% of
revenues for the nine months ended September 30, 2000 and 1999, respectively.
Cost of Revenues
EarthWeb's cost of revenues consists primarily of employee salaries and
related expenses, computer systems related expenses required to support and
deliver EarthWeb's online services, consulting fees, cost of
10
<PAGE>
materials for premium products, royalties, Internet access fees and hosting
fees. Cost of revenues increased $1.8 million to $4.9 million for the three
months ended September 30, 2000 from $3.1 million for the three months ended
September 30, 1999. The increase in cost of revenues was primarily
attributable to increases in employee related expenses, cost of materials of
premium products, freelance writing costs, royalties, and computer system
related expenses needed to support the expansion of EarthWeb's online service
offerings. Cost of revenues grew at a slower rate than revenues primarily as a
result of the ability to leverage the cost structure of the paid job listing
business.
Cost of revenues increased $6.8 million to $13.9 million for the nine
months ended September 30, 2000 from $7.1 million for the nine months ended
September 30, 1999. The increase in cost of revenues was primarily
attributable to increases in cost of materials of premium products, employee
related expenses, computer system related expenses, consulting fees and
freelance writing costs needed to support the expansion of EarthWeb's online
service offerings and also to an increase in the royalties paid for premium
products. Also, an increase of approximately $0.9 million from the nine months
ended September 30, 1999 to the nine months ended September 30, 2000 is
attributed to the effect of acquisitions. Cost of revenues grew at a slower
rate than revenues primarily as a result of the ability to leverage the cost
structure of the paid listing business. Management expects costs of revenues
to increase in absolute dollars in future periods as EarthWeb's business
continues to grow.
Product Development
EarthWeb's product development expenses consist primarily of employee
salaries and related expenses, content conversion costs, consulting fees and
computer systems related expenses required to develop new or enhance existing
service offerings. Product development expenses increased $0.5 million to $1.9
million for the three months ended September 30, 2000 from $1.4 million for
the three months ended September 30, 1999. The increase in product development
expenses was primarily attributable to the acquisition effect of a full
quarter of operations in 2000 versus no operations in 1999 for Measure Up,
Inc.
Product development expenses increased $3.8 million to $6.8 million for the
nine months ended September 30, 2000 from $3.0 million for the nine months
ended September 30, 1999. The increase in product development expenses was
primarily attributable to the acquisition effect of the operations of Measure
Up, Inc., the redesign of the Company's Web sites, the expansion of EarthWeb's
online services and product offerings, and an increase in employee related
expenses.
Sales and Marketing
Sales and marketing expenses consist primarily of advertising, employee
salaries, commissions and related expenses of EarthWeb's sales force and
marketing personnel, and promotional materials. Sales and marketing expenses
increased $4.6 million to $11.6 million for the three months ended September
30, 2000 from $7.0 million for the three months ended September 30, 1999. The
increase was primarily attributable to an increase in advertising expenses of
approximately $1.8 million related to marketing programs designed to enhance
brand recognition for our products. Additionally, salaries, commissions and
related costs increased by approximately $1.3 million and was mainly due to
expansion of the sales force. The remainder of the increase in the three month
period is attributed to other costs to support the sales and marketing efforts
of the Company. Barter transactions as a percentage of sales and marketing
expenses accounted for approximately 10% for the three months ended September
30, 2000 and 12% for the three months ended September 30, 1999.
Sales and marketing expenses increased $12.8 million to $31.7 million for
the nine months ended September 30, 2000 from $18.9 million for the nine
months ended September 30, 1999. The increase was partially attributable to an
increase in salaries, commissions and related costs of approximately $4.7
million which was mainly due to expansion of the sales force. Additionally,
advertising expenses increased by approximately $3.8 million due to increased
spending in marketing programs designed to enhance brand recognition for our
products.
11
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Also, an increase of $1.2 million is attributed to the effect of the
acquisitions. The remainder of the increase is attributed to other costs to
support the sales and marketing efforts of the Company. Barter transactions as
a percentage of sales and marketing expenses accounted for approximately 11%
for the nine months ended September 30, 2000 and September 30, 1999.
Management expects sales and marketing expenses to increase in absolute
dollars due to the continuing growth of its sales force and increases in
advertising and promotional activities to support higher sales and an
increased focus on marketing to human resources managers for the paid job
listing business.
General and Administrative
General and administrative expenses consist primarily of employee salaries
and related expenses for executive, administrative, and accounting personnel,
facility costs, recruiting fees and professional fees. General and
administrative expenses increased $1.0 million to $3.4 million for the three
months ended September 30, 2000 from $2.4 million for the three months ended
September 30, 1999. The increase in general and administrative expenses was
primarily attributable to an increase in salaries and other employee related
expenses in order to support and grow the Company's businesses and also to an
increase in the Company's provision for uncollectible accounts as a result of
the overall increase in revenues.
General and administrative expenses increased $2.5 million to $9.5 million
for the nine months ended September 30, 2000 from $7.0 million for the nine
months ended September 30, 1999. The increase in general and administrative
expenses was partially attributable to an increase in salaries and other
employee related expenses and to facilities related expenses in order to
support and grow the Company's businesses, and also to an increase in the
Company's provision for uncollectible accounts as a result of the overall
increase in revenues. Additionally, an increase of approximately $0.9 million
is attributed to acquisitions.
Depreciation
Depreciation increased $1.1 million to $1.6 million for the three months
ended September 30, 2000 from $0.5 million for the three months ended
September 30, 1999. The increase was primarily a result of additional
purchases of property, equipment and capitalized software, including the
investment in the redesigned earthweb.com website, and to the Company
accelerating the depreciation of certain software based on an updated estimate
of their remaining useful lives.
Depreciation increased $2.4 million to $3.5 million for the nine months
ended September 30, 2000 from $1.1 million for the nine months ended September
30, 1999. The increase was primarily a result of additional purchases of
property, equipment and capitalized software. Management expects depreciation
to increase due to continuing purchases of computer hardware and software.
Amortization
Amortization results primarily from amortization of intangible assets
related to acquisitions. Amortization increased $3.0 million to $6.5 million
for the three months ended September 30, 2000 from $3.5 million for the three
months ended September 30, 1999. Amortization increased $9.6 million to $17.6
million for the nine months ended September 30, 2000 from $8.0 million for the
nine months ended September 30, 1999. The increases were a result of
acquisitions consummated in 2000 and to a full period of amortization of the
intangible assets from the acquisitions consummated in 1999. Management
expects amortization to increase in 2000 due to future earnout payments for
acquisitions consummated in 1999 and the first quarter of 2000.
Interest Expense.
Interest expense increased $1.5 million to $1.6 million for the three
months ended September 30, 2000 from $0.1 million for the three months ended
September 30, 1999. Interest expense increased $4.2 million to $4.5 million
for the nine months ended September 30, 2000 from $0.3 million for the nine
months ended September 30, 1999. The increases resulted from the issuance of
the Convertible Notes in the first quarter of 2000.
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<PAGE>
Interest and Other Income
Interest and other income increased $0.4 million to $0.8 million for the
three months ended September 30, 2000 from $0.4 million for the three months
ended September 30, 1999. Interest and other income increased $1.7 million to
$2.7 million for the nine months ended September 30, 2000 from $1.0 million
for the nine months ended September 30, 1999. This increase resulted primarily
from interest earned on the cash raised from the issuance of the Convertible
Notes in the first quarter of 2000.
Income Taxes. No provision for federal and state income taxes has been
recorded as EarthWeb has incurred net operating losses through September 30,
2000. Given EarthWeb's limited operating history and losses incurred to date,
management does not believe that the realization of the related deferred
income tax assets meets the criteria required by generally accepted accounting
principles and, accordingly, a full valuation allowance has been recorded.
Liquidity and Capital Resources
EarthWeb historically has satisfied its cash requirements primarily through
equity offerings, lease financings, and more recently, with the issuance of
the Convertible Notes.
Net cash used in operating activities was $12.8 million for the nine months
ended September 30, 2000 versus $10.5 million for the nine months ended
September 30, 1999. The increase in cash used in operating activities in 2000
was primarily attributable to changes in working capital related to the growth
of EarthWeb's business.
Net cash used in investing activities for the nine months ended September
30, 2000 of $23.8 million was attributable to payments made of $14.0 million
for acquisitions and of $9.8 million for the purchase of fixed assets. Net
cash used in investing activities for the nine months ended September 30, 1999
of $11.3 million was primarily attributable to payments made of $8.1 million
for acquisitions and of $2.9 million for the purchase of fixed assets.
Net cash from financing activities was $67.3 million for the nine months
ended September 30, 2000, which primarily consisted of $77.6 million related
to the completion of a private offering of $80.0 million face value
Convertible Notes, partially offset by $9.8 million used for obligations due
under acquisition agreements previously consummated and $1.1 million used for
payment of capital leases and notes payable. Net cash from financing
activities of $25.6 million for the nine months ended September 30, 1999 was
primarily related to a public offering of common stock in May 1999.
As of September 30, 2000 the Company had $7.2 million in obligations due
remaining under acquisition agreements, of which $3.0 million was paid in cash
for CIN in October 2000. Of the remaining $4.2 million, $2.2 million is
payable in cash through April 2001 and the remainder is payable in either
cash, stock or any combination thereof, at the Company's option, in April
2001.
EarthWeb will continue to evaluate possible acquisitions of, or investments
in, business products and technologies that are complementary to those of
EarthWeb, which may require the use of cash. Management believes that existing
cash balances will be sufficient to meet anticipated cash requirements for at
least the next twelve months; however, EarthWeb may sell additional equity or
debt securities or obtain credit facilities. The sale of additional securities
could result in dilution to EarthWeb's stockholders.
Recent Accounting Pronouncements
In November 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 100, "Restructuring and Impairment
Charges". SAB No. 100 expresses the views of the SEC staff regarding the
accounting for and disclosure of certain expenses not commonly reported in
connection with
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<PAGE>
exit activities and business combinations. This includes the accrual of exit
and employee termination costs and the recognition of impairment charges.
EarthWeb does not believe that this SAB has a material impact on its financial
position or its results of operations.
In December 1999, the SEC issued SAB No. 101, "Revenue Recognition in
Financial Statements". SAB No. 101 expresses the views of the SEC staff in
applying generally accepted accounting principles to certain revenue
recognition issues. In June 2000, the SEC issued SAB No. 101B, an amendment to
SAB No. 101. SAB 101B deferred the required implementation of SAB 101 until
the fiscal quarter ending December 31, 2000. EarthWeb does not expect that SAB
101 will have a material impact on its financial position or results of
operations.
In March 2000, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 44 ("FIN 44"), "Accounting for Certain Transactions
Involving Stock Compensation". FIN 44, an interpretation of APB Opinion No.
25, does not change FASB Statement No. 123 "Accounting for Stock Issued to
Employees". FIN 44 expresses the views of the FASB regarding the recognition
of compensation expense in several situations where no expense is recognized
under current practice, including option repricings, business combinations
under the purchase method of accounting and plans that permit tax
withholdings. The Company does not believe that this FASB interpretation
statement will have a material impact on its financial position or its results
of operations in the current quarter.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
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PART II--OTHER INFORMATION
Item 1. Legal Proceedings
EarthWeb is not a party to any material legal proceedings.
Item 2. Changes in Securities and Use of Proceeds
In July 2000, The Company issued 19,290 shares of common stock in exchange
for the convertible note issued in connection with the acquisition of
SysOpt.com.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Item 5. Other Information
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.6 Employment Agreement between Registrant and Harold Miltsch
27 Financial Data Schedule
</TABLE>
b) Reports on Form 8-K.
Not Applicable.
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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 November 8, 2000.
EarthWeb Inc.
/s/ Michael P. Durney
By: _________________________________
Michael P. Durney
Senior Vice President, Finance and
Chief Financial Officer
/s/ David L. Jonassen
By: _________________________________
David L. Jonassen
Corporate Controller and Chief
Accounting Officer
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