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: MARCH 31, 2009

¨ 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  ¨    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  ¨        Non-accelerated filer  ¨        Smaller reporting company  x

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 May 14, 2009: 26,763,020 shares.

EDGAR ONLINE, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2009

Forward Looking Statements

The discussions set forth in this Quarterly Report on Form 10-Q contain statements concerning potential future events. Such forward-looking statements are based upon assumptions by our management, as of the date of this Quarterly Report, including assumptions about risks and uncertainties faced by us. In addition, management 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 our other filings with the U.S. Securities and Exchange Commission (the “SEC”). Readers can identify these forward-looking statements by the use of such verbs as expects, anticipates, believes or similar verbs or conjugations of such verbs. If any of management’s assumptions prove incorrect or should unanticipated circumstances arise, our 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 Part II, Item 1A, “Risk Factors” of this report, as well as our other periodic reports on Forms 10-K, 10-Q and 8-K filed with the SEC, from time to time. Readers are strongly encouraged to consider those factors when evaluating any forward-looking statements concerning us. We 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. Unless otherwise indicated, all references to the “Company,” “we,” “us,” “our,” and “EDGAR Online” include reference to our subsidiaries as well.

Index

	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets at December 31, 2008 and March 31, 2009 (unaudited)	3
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2008 and 2009 (unaudited)	4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2009 (unaudited)	5
Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3. Quantitative and Qualitative Disclosures About Market Risk	13
Item 4. Controls and Procedures	13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	15
Item 1A. Risk Factors	15
Item 2. Unregistered Sales of Equity 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	16
Signatures	16

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PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

EDGAR ONLINE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

	December 31, 2008			March 31, 2009
				(unaudited)
ASSETS
Cash and cash equivalents	$	2,062		$	1,730
Short-term investments		220			223
Accounts receivable, less allowance of $312 at December 31, 2008 and $350 at March 31, 2009		2,570			2,185
Other current assets		254			165
Total current assets		5,106			4,303
Property and equipment, net		1,826			2,205
Goodwill		2,189			2,189
Other intangible assets, net		2,952			2,640
Other assets		933			855
Total assets	$	13,006		$	12,192
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	2,407		$	2,334
Deferred revenues		4,239			4,240
Current portion of long-term debt		438			500
Total current liabilities		7,084			7,074
Long-term debt		1,885			1,766
Other long-term liabilities		333			264
Total liabilities		9,302			9,104
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, 2008 and March 31, 2009, 27,554,713 shares issued and 26,505,818 shares outstanding at December 31, 2008 and 27,783,343 shares issued and 26,739,210 shares outstanding at March 31, 2009		276			278
Additional paid-in capital		73,092			73,562
Accumulated deficit		(67,836	)		(68,933	)
Treasury stock, at cost, 1,048,895 at December 31, 2008 and 1,044,133 at March 31, 2009		(1,828	)		(1,819	)
Total stockholders’ equity		3,704			3,088
Total liabilities and stockholders’ equity	$	13,006		$	12,192

See accompanying notes to condensed consolidated financial statements.

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EDGAR ONLINE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

	Three Months Ended March 31,
	2008			2009
Revenues:
Subscriptions	$	2,287		$	1,878
Data and solutions		2,621			2,115
XBRL filings		83			242
Total revenues		4,991			4,235
Cost of revenues		798			1,151
Gross profit		4,193			3,084
Operating expenses:
Sales and marketing		1,215			929
Product development		1,021			558
General and administrative		2,105			2,087
Depreciation and amortization		467			497
		4,808			4,071
Loss from operations		(615	)		(987	)
Interest expense, net		(90	)		(110	)
Net loss	$	(705	)	$	(1,097	)
Weighted average shares outstanding—basic		26,279			26,659
Net loss per share—basic	$	(0.03	)	$	(0.04	)
Weighted average shares outstanding— diluted		26,279			26,659
Net loss per share—diluted	$	(0.03	)	$	(0.04	)

See accompanying notes to condensed consolidated financial statements.

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EDGAR ONLINE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

	Three Months Ended March 31,
	2008			2009
Cash flows from operating activities:
Net loss	$	(705	)	$	(1,097	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		155			185
Amortization of intangible assets		312			312
Stock-based compensation		283			465
Provision for losses on trade accounts receivable		150			135
Amortization of capitalized product costs		55			55
Amortization of deferred financing costs and discount		30			17
Changes in assets and liabilities:
Accounts receivable		(872	)		250
Other assets, net		5			101
Accounts payable and accrued expenses		(767	)		(73	)
Deferred revenues		345			1
Long-term payables		(116	)		(69	)
Total adjustments		(420	)		1,379
Net cash (used in) provided by operating activities		(1,125	)		282
Cash flows from investing activities:
Capital expenditures		(190	)		(139	)
Capitalized product development costs		—			(425	)
Short-term investments		—			(3	)
Net cash used in investing activities		(190	)		(567	)
Cash flows from financing activities:
Proceeds from exercise of stock options and warrants		31			16
Payments of notes payable		—			(63	)
Net cash provided by (used in) financing activities		31			(47	)
Net decrease in cash and cash equivalents		(1,284	)		(332	)
Cash and cash equivalents at beginning of period		3,568			2,062
Cash and cash equivalents at end of period	$	2,284		$	1,730
Supplemental disclosure of cash flow information:
Cash paid for interest	$	58		$	50

See accompanying notes to condensed consolidated financial statements.

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EDGAR ONLINE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE DATA)

(UNAUDITED)

(1) BASIS OF PRESENTATION

EDGAR Online was incorporated in the State of Delaware in November 1995 under the name Cybernet Data Systems, launched its EDGAR Online website in January 1996, and went public in May 1999 under its current name. The Company creates and distributes financial data and public filings for equities, mutual funds, and a variety of other publicly traded assets. The highly detailed data produced by the Company assists in the analysis of the financial, business and ownership conditions of a company or investment vehicle. The Company has also developed high volume distribution techniques for managing and delivering regulatory filings. In addition, the Company has developed proprietary automated data parsing, tagging and processing systems that allow for rapid conversion of unstructured data into structured financial data sets. The Company specializes in the use of the financial reporting standard called eXtensible Business Reporting Language (“XBRL”) and leverages its automated processing platform and expertise in XBRL to produce both standard and custom data sets and to assist companies with the creation of their own XBRL financial reports. The Company also creates tools and web sites for easy viewing and analysis of this XBRL data. Consumers of our information 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 or individual investors.

The unaudited interim financial statements of the Company as of March 31, 2009 and for the three months ended March 31, 2008 and 2009 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 March 31, 2009 and the results of its operations and cash flows for the three months ended March 31, 2008 and 2009. The results for the three months ended March 31, 2009 are not necessarily indicative of the expected results for the full 2009 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, 2008, filed with the SEC in March 2009. 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 March 31, 2008 and 2009, the number of anti-dilutive securities outstanding were 3,485,400 and 3,952,797, respectively.

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(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 $416 and $361 at December 31, 2008 and March, 31, 2009, respectively. Related amortization expense, included in cost of revenues, totaled $55 for both the three months ended March 31, 2008 and 2009.

The Company capitalizes internal-use software development costs in accordance with Statement of Position (“SOP”) No. 98-1 (“SOP 98-1”), “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” SOP 98-1 requires that entities capitalize certain internal-use software costs once certain criteria are met. Once the internal-use software is ready for its intended use, the capitalized internal-use software costs will be amortized over the related software’s estimated economic useful life in amortization and depreciation expense. Our computer software is also subject to review for impairment as events or changes in circumstances occur indicating that the amount of the asset reflected in the Company’s balance sheet may not be recoverable. Net capitalized internal-use software costs (included in property and equipment) were $725 and $1,107 at December 31, 2008 and March 31, 2009, respectively. Related amortization expense totaled $0 and $44 in the three months ended March 31, 2008 and 2009, respectively.

(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 (with a minimum prime rate of 6%), 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, as amended most recently on March 13, 2009, terminates on March 30, 2011 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. On March 13, 2009, these amounts were amended effective as of December 31, 2008. The Company was in compliance with the amended terms at March 31, 2009.

In connection with the Financing Agreement, the Company issued to Rosenthal 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) which warrant 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, as amended, 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 March 31, 2009, $500 was classified as the current portion of long-term debt and $1,766 was classified long-term debt. There were $88 of unamortized deferred financing costs included in other assets. The Company has not received any funding under the revolving line of credit as of March 31, 2009. Interest expense under the Agreement, totaled $99 and $96 for the three months ended March 31, 2008 and 2009, respectively, and included $30 and $17, respectively, of amortization of deferred financing costs and warrant discount.

(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 months ended March 31, 2008 and 2009 was recognized in the following income statement expenses:

	Three Months Ended March 31,
	2008		2009
Cost of revenues	$	12	$	11
Sales and marketing		73		111
Product development		39		35
General and administrative		159		308
Total stock compensation expense	$	283	$	465

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This expense increased the Company’s net loss per share by $0.01 and $0.02 in the three months ended March 31, 2008 and 2009, respectively.

The estimated per share weighted-average grant-date fair values of stock options granted during the three months ended March 31, 2008 and 2009 were $1.96 and $1.01, respectively. Amounts were determined using the Black-Scholes-Merton option pricing model based on the following assumptions:

	Three Months Ended March 31,
	2008		2009
Expected dividend yield	0.0	%	0.0	%
Expected volatility	76.51	%	74.46	%
Risk-free interest rate	3.82	%	2.04	%
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 as the weighted average period that the stock option awards are expected to remain outstanding based on historical experience.

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Stock Options and Restricted Stock Grants as of March 31, 2009

In May 2005, the Company adopted the 2005 Stock Award and Incentive 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 since the Company’s inception. All remaining available shares under the Company’s prior stock option plans are now available under the 2005 Plan. In addition, the 2005 Plan, when adopted, authorized 1,087,500 new shares of common stock for equity awards. The 2005 Plan authorizes a broad range of awards, including stock options, stock appreciation rights, restricted stock, non-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 closing market price of the Company’s common stock on the date of grant. Option awards generally vest over three years and have ten year contractual terms.

Option activity for the three months ended March 31, 2009 is as follows:

	NUMBER OF OPTIONS		WEIGHTED AVERAGE EXERCISE PRICE		WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM	AGGREGATE INTRINSIC VALUE
Outstanding at December 31, 2008	3,362,216		$	2.47
Granted	462,500		$	1.01
Exercised	(20,000	)	$	0.79
Cancelled	(199,083	)	$	3.94
Outstanding at March 31, 2009	3,605,633		$	2.21	6.82 years	$	5
Exercisable at March 31, 2009	2,378,225		$	2.42	5.53 years	$	5

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 March 31, 2009. During the three months ended March 31, 2009, the aggregate intrinsic value of options exercised under the Company’s stock option plans was approximately $4. Cash received from stock options exercised during the three months ended March 31, 2009 was $16.

In addition, the Company granted restricted shares under the 2005 Plan during the three months ended March 31, 2009. 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, 2008	270,556		$	2.82
Granted	190,000		$	1.01
Vested	(213,392	)	$	1.20
Cancelled	—			—
Non-vested at March 31, 2009	247,164		$	2.82	$	247

The aggregate intrinsic value was calculated based on the market price of the Company’s common stock at March 31, 2009. During the three months ended March 31, 2009, the aggregate intrinsic value of shares vested was $218, determined based on the market price of the Company’s common stock on the respective vesting dates.

At March 31, 2009, 474,376 shares are available for grant under the 2005 Plan.

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(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 March 31, 2009, there were $347 of remaining severance cost accruals included in accrued expenses and $59 in other long-term payables.

(7) RECENT ACCOUNTING PRONOUNCEMENTS

In April 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) FAS 107-1 and Accounting Principles Board Opinion (“APB”) APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP 107-1” and “APB 28-1”). FSP 107-1 and APB 28-1 require that disclosures about the fair value of a company’s financial instruments be made whenever summarized financial information for interim reporting periods is made. The provisions of FSP 107-1 are effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Early adoption of FSP 107-1 and APB 28-1 may be made only if FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP 157-4”) and FSP FAS 115-2 and FAS 124-2 “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP 115-2” and “FSP 124-2”) are also adopted early. The Company is currently evaluating the impact that FSP 107-1 and APB 28-1 will have on its consolidated financial statements.

In April 2009, the FASB issued FSP 157-4. FSP 157-4 does not change the definition of fair value as detailed in SFAS 157, but provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased. The provisions of FSP 157-4 are effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. If early adoption is elected for either FSP 115-2 or FSP 107-1 and APB 28-1, FSP 157-4 must also be adopted early. The Company is currently evaluating the impact that FSP 157-4 will have on its consolidated financial statements.

In April 2009, the FASB issued FSP 115-2 and FSP 124-2. FSP 115-2 and FSP 124-2 amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities and provides additional disclosure requirements for other-than-temporary impairments for debt and equity securities. FSP 115-2 and FSP 124-2 addresses the determination as to when an investment is considered impaired, whether that impairment is other than temporary, and the measurement of an impairment loss. The provisions of FSP 115-2 and FSP 124-2 are effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. If early adoption is elected for either FSP 157-4 or FSP 107-1 and APB 28-1, FSP 115-2 and FSP 124-2 must also be adopted early. The Company is currently evaluating the impact that FSP 115-2 and FSP 124-2 will have on its consolidated financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (IN THOUSANDS)

OVERVIEW

We create and distribute 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, and use our automated processing platform and our expertise in XBRL to produce both datasets and tools to assist organizations with the creation, management and distribution of XBRL financial reports. We launched our EDGAR Online web site and began selling our subscription services and establishing contractual relationships with business and financial information web sites to supply EDGAR content in January 1996.

We went public in May 1999. In September 1999, we acquired all of the outstanding equity of Partes Corporation, owner of the Freeedgar.com web site for $9,900. 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. for approximately $28,100. The purchase price included the issuance of common stock and notes, a cash payment and acquisition related expenses.

We recognize revenue from providing the following services:

Subscriptions. Our end-user subscription services include I-Metrix and I-Metrix Professional, EDGAR Pro and EDGAR Access. I-Metrix delivers a web only service while I-Metrix Professional 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 via the web and a Microsoft Excel add-in. 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. Subscriptions also includes 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 web sites. Revenue from subscription services is recognized ratably over the subscription period, which is typically 12 months. Advertising and e-commerce revenue is recognized as the services are provided.

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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, full access to SEC filings in multiple formats, 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. In addition, some of our data solutions are billed on a time and materials basis, per service level agreements or for delivery of data. We review each contract in connection with the respective governing accounting literature to determine revenue recognition on a case-by-case basis. Revenue from time and materials based agreements and data delivery is recognized as the data and services are provided. Upfront customization fees are recorded systematically over the expected customer relationship period.

XBRL Filings. One of our data solutions provides partners and customers with a mechanism for converting financial statements into XBRL for filing with the SEC and potentially other regulators. Our primary partner in this channel is R.R. Donnelley & Sons, where we provide services to their customer base for compliance with upcoming SEC regulations mandating the submission of XBRL tagged company reports. This XBRL Filing solution leverages our data processing engine and proprietary business rules that we have developed for tagging US GAAP financials with the appropriate XBRL tags. Our process combines our XBRL knowledge and expertise with data-tagging automation and workflow. We recognize revenue from fixed fees on a ratable basis as well as per-filing fees 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, 2008. However, in 2009, we have categorized revenue into the following; subscriptions, data and solutions and XBRL filings. Prior period revenues have been reclassified accordingly.

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 MARCH 31,
	2008		2009
Total revenues	100	%	100	%
Cost of revenues	16		27
Gross profit	84		73
Operating expenses:
Sales and marketing	24		22
Product development	21		13
General and administrative	42		49
Amortization and depreciation	9		12
Loss from operations	(12	)	(23	)
Interest and other, net	(2	)	(3	)
Net loss	(14	)%	(26	)%

REVENUES

Total revenues for the three months ended March 31, 2009 decreased 15% to $4,235, from $4,991 for the three months ended March 31, 2008. The net decrease in revenues was primarily attributable to a $409, or 18%, decrease in subscriptions revenues and a $506, or 19%, decrease in data and solutions revenues which were partially offset by a $159, or 192%, increase in XBRL filings revenues.

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SUBSCRIPTIONS

	THREE MONTHS ENDED MARCH 31,
	2008			2009
Revenues (in $000s)	$	2,287		$	1,878
Percentage of total revenues		46	%		44	%
Number of subscribers		12,400			10,700
Average price per subscriber	$	738		$	702

Subscription revenues for the three months ended March 31, 2009 decreased from the three months ended March 31, 2008 due to decreased sales of EDGAR Pro and EDGAR Access, our retail service. Sales of our I-Metrix Professional premium product were flat. Our subscription business has been impacted by unprecedented business and workforce reductions in the financial services community over the past year and the current economic crisis in general. While we did add new subscribers to all of our subscription products, cancellations exceeded these new sales.

DATA AND SOLUTIONS

	THREE MONTHS ENDED MARCH 31,
	2008			2009
Revenues (in $000s)	$	2,621		$	2,115
Percentage of total revenues		52	%		50	%
Number of contracts		275			283

Data and solutions revenues decreased for the three months ended March 31, 2009 from the three months ended March 31, 2008 due in large part to non-recurring data solutions revenue of approximately $380 in the three months ended March 31, 2008. In addition, cancellations of data licenses contracts exceeded new contracts in the three months ended March 31, 2009.

XBRL FILINGS

	THREE MONTHS ENDED MARCH 31,
	2008			2009
Revenues (in $000s)	$	83		$	242
Percentage of total revenues		2	%		6	%

The increase in XBRL filings revenues for the three months ended March 31, 2009 from the three months ended March 31, 2008 was directly related to the SEC rules that require certain companies to file their documents in XBRL beginning with the period ending after June 15, 2009. We recognized revenue from both fixed fees and per-filing fees as companies began to prepare their documents in XBRL in anticipation of those rules.

COST OF REVENUES

Cost of revenues primarily consists of salaries and benefits of operations employees to produce data sets and create XBRL filings, fees paid to acquire data and the amortization of costs related to developing our I-Metrix products that were previously capitalized. In addition, in the three months ended March 31, 2008, barter advertising expense was recorded equal to the barter advertising revenue for that period. There were no barter revenues or expenses in the three months ended March 31, 2009.

Total cost of revenues for the three months ended March 31, 2009 increased $353,000, or 44%, to $1,151 from $798 for the three months ended March 31, 2008. The net increase in cost of revenues was primarily due to a $140 increase in payroll related expenses and the addition of $172 of XBRL related production costs.

GROSS PROFIT

Gross profit for the three months ended March 31, 2009 decreased $1,109, or 26%, to $3,084 from $4,193 for the three months ended March 31, 2008. The gross profit percentage decreased to 73% for the three months ended March 31, 2009 from 84% for the three months ended March 31, 2008. The decrease was due to lower total revenues as well as the higher cost of revenues related to XBRL filings revenues. We expect that gross profit percentages will remain at this lower rate as the lower margin XBRL filings revenues are expected to continue to increase as a percentage of total 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 March 31, 2009 decreased $286 or 24%, to $929 from $1,215 for the three months ended March 31, 2008. The net decrease was primarily due to a $273 decrease in payroll related expenses.

Development. Development expenses, which consist primarily of salaries and benefits and outside development costs, for the three months ended March 31, 2009 decreased $463, or 45%, to $558 from $1,021 for the three months ended March 31, 2008. The decrease was primarily due to the capitalization of certain payroll costs related to development of our XBRL processes. In the three months ended March 31, 2009, we capitalized $425 of such costs.

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 March 31, 2009 decreased $18, or 1%, to $2,087 from $2,105 for the three months ended March 31, 2008. The net decrease was primarily due to a $183 decrease in payroll related expenses which was partially offset by a $148 increase in stock compensation expense.

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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 March 31, 2009 increased $30, or 6%, to $497 from $467 for the three months ended March 31, 2008 as a result of increased capital expenditures.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $282 for the three months ended March 31, 2009 compared to net cash used of $1,125 for the three months ended March 31, 2008. This was primarily due to increased collections of accounts receivable in the three months ended March 31, 2009.

Net cash used in investing activities was $567 for the three months ended March 31, 2009 compared to $190 for the three months ended March 31, 2008. The increase was due to $425 of capitalized product development costs in the three months ended March 31, 2009 which was partially offset by a decrease in capital expenditures of $139 for the three months ended March 31, 2009 compared to $190 for the three months ended March 31, 2008. The purchases were made to support our expansion and increased infrastructure.

Net cash used in financing activities was $47 for the three months ended March 31, 2009 compared to net cash provided of $31 for the three months ended March 31, 2008. Debt payments of $63 in the three months ended March 31, 2009 were slightly offset by proceeds from option exercises which totaled $16 in the three months ended March 31, 2009 compared to $31 in the three months ended March 31, 2008.

On April 5, 2007, we entered into the Financing Agreement with 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. On March 13, 2009, the ratios and covenants were further amended effective December 31, 2008. In addition, the maturity date was extended to March 30, 2011 and the renewal date was extended to March 31, 2011. We were in compliance with these ratios and covenants, as amended, at March 31, 2009 and we believe that we will be in compliance throughout 2009. The Financing Agreement, as amended, terminates on March 30, 2011 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 March 31, 2009, we had cash and cash equivalents on hand of $1,730. We have no off-balance sheet arrangements at March 31, 2009. 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 debt or equity financings, strategic relationships or other arrangements. We may also consider such financings prior to such time if conditions suggest engaging in such a financing would be advantageous to us. 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, 2008.

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 Exchange Act, 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 Exchange Act , is accumulated and communicated

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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.

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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, 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, 2008. Please refer to Item I of our Annual Report for 2008 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 2009, and may incur additional losses in 2010. At March 31, 2009, we had an accumulated deficit of $68.9 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 and increase our intellectual property portfolio which reduces 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 have increased from $14.2 million in 2005 to $19.5 million in 2008, 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 three months ended March 31, 2009 totaled $4.2 million. We cannot assure you that our revenues will grow or that we will achieve or maintain profitability in the future.

NASDAQ accounts for a significant portion of our total revenues but we expect this percentage to decline 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 8% and 10% of our total revenue during the years ended December 31, 2007 and 2008, respectively. However, we expect revenue from NASDAQ in 2009 to decline compared to prior years. Sales to NASDAQ accounted for 7% of our total revenue during the three months ended March 31, 2009. We will need to expand our business relationship into new product areas in order to maintain our current level of business with NASDAQ. The complete loss of a significant customer such as NASDAQ or the loss of a substantial portion of the business would have a material adverse effect on our revenues.

We expect to derive a significant portion of our total revenue from our partnership with R.R. Donnelley & Sons Company.

We expect a significant portion of our future revenues to be attributable to our partnership with R.R. Donnelley & Sons in which we jointly offer public companies a compliance solution for financial reporting in XBRL. Although our agreement is for an initial term of three years, if we and R.R. Donnelley & Sons cannot agree on annual and other fees each year, the agreement may not continue as we originally anticipated. In addition, our costs relating to the joint XBRL compliance solution, including personnel and other resources dedicated to XBRL conversion, may make the partnership not as profitable as we expected. Also any variance or uncertainty in R.R. Donnelley & Sons’ position as one of the market leaders in the printing industry could compromise our position in the compliance market. The loss of a significant relationship like we have with R.R. Donnelley & Sons, a decline in the success of R.R. Donnelley & Sons as an industry leader, or if the partnership is not as long or lucrative as we expected, it could have a material adverse effect on our financial results.

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.

None

ITEM 5. OTHER INFORMATION.

None

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ITEM 6. EXHIBITS

a. Exhibits:

Exhibit Number	Description
10.1	Renewal Agreement to Trademark License Agreement between the Registrant and the U.S. Securities and Exchange Commission, dated as of March 10, 2009.*
10.2	Amendment to Financing Agreement between the Registrant and Rosenthal & Rosenthal, Inc., dated as of March 13, 2009.*
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*
101.INS	XBRL Instance Document.**
101.SCH	XBRL Taxonomy Extension Schema Document.**
101.CAL	XBRL Taxonomy Calculation Linkbase Document.**
101.LAB	XBRL Taxonomy Label Linkbase Document.**
101.PRE	XBRL Taxonomy Presentation Linkbase Document.**

* filed herewith

** submitted electronically herewith

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three months ended March 31, 2009 and 2008, (ii) Condensed Consolidated Balance Sheets at March 31, 2009 and December 31, 2008, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008 and (iv) Notes to Condensed Consolidated Financial Statements. 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 101 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 thereunto duly authorized.

Date: May 14, 2009	EDGAR ONLINE, INC.
	By:	/s/ Philip D. Moyer
		Philip D. Moyer
		Chief Executive Officer and President
	By:	/s/ John C. Ferrara
		John C. Ferrara
		Chief Financial Officer

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EX-10.1

Exhibit 10.1

RENEWAL AGREEMENT

TO

TRADEMARK LICENSE AGREEMENT

BETWEEN

THE U.S. SECURITIES AND EXCHANGE COMMISSION

AND

EDGAR ONLINE, INC.

WHEREAS, the U.S. Securities and Exchange Commission (“SEC”) has adopted and is using the trademark EDGAR® (the “Mark”) and has registered the Mark, among other marks, with the U.S. Patent and Trademark Office; and

WHEREAS, EDGAR Online, Inc. (“EDGAR Online”) has entered into a Trademark License Agreement with the SEC dated as of March 26, 1999, as amended on September 10, 1999, September 25, 2001, and November 15, 2005 (the “License Agreement”), whereby the SEC granted EDGAR Online a non-exclusive, non-assignable, royalty-free license to use the Mark in accordance with the terms and conditions set forth in the License Agreement; and

WHEREAS, under the License Agreement, EDGAR Online has used the Mark as part of its EDGAR Online mark and its other EDGAR-formative marks in connection with its offering of products and services related to financial information about filings made with the SEC and as part of its ticker symbol in connection with its stock listing; and

WHEREAS, the SEC and EDGAR Online wish to add to the License Agreement EDGAR-formative marks formerly owned by companies that EDGAR Online acquired subsequent to March 26, 1999; and

WHEREAS, the SEC and EDGAR Online wish to renew and amend the License Agreement according to the terms and conditions set forth below (the “Renewal Agreement”).

NOW, THEREFORE, in consideration of the mutual promises herein contained, EDGAR Online and the SEC agree as follows:

1. The License Agreement is hereby renewed for an additional ten year term commencing on March 10, 2009 (the “Renewal Term”). Following the expiration of the Renewal Term, the License Agreement may be renewed for subsequent ten-year terms by the mutual consent of the parties hereto and the execution of a valid Renewal Agreement in accordance with Section 3.a of the License Agreement.

2. Paragraph 4 of the License Agreement is hereby deleted in its entirety and replaced with the following:

If EDGAR Online is dissolved, or is the subject of bankruptcy proceedings, the SEC shall have the right to terminate the License immediately. If EDGAR Online is sold or transferred, EDGAR Online must obtain the SEC’s prior written consent to any assignment of the License Agreement to EDGAR Online’s successor. The SEC agrees that such consent shall not be unreasonably withheld or delayed.

1

3. The mark FREEEDGAR formerly owned by FreeEDGAR.com, Inc. is added to the License Agreement effective October 23, 2007. The marks EDGAR PRO and EDGARNEWS formerly owned by Financial Insight Systems, Inc. are added to the License Agreement effective February 19, 2009.

4. Other than as provided for herein, all terms and conditions of the License Agreement shall remain in full force and effect through the Renewal Term.

IN WITNESS WHEREOF, the parties have caused this Renewal Agreement to be duly executed as of this 10^th day of March, 2009.

THE U.S. SECURITIES AND EXCHANGE COMMISSION		EDGAR ONLINE, INC.
By:	/s/    Richard Heroux	By:	/s/    Philip D. Moyer
Name:	Richard Heroux	Name:	Philip D. Moyer
Title:	Assistant Director, OIT	Title:	CEO and President
Date:	March 11, 2009	Date:	March 09, 2009

2

EX-10.2

Exhibit 10.2

March 13, 2009

EDGAR ONLINE, INC.

50 Washington St.,

Norwalk, CT 06854

Ladies and Gentlemen:

Reference is made to the financing agreement entered into between us dated April 5, 2007 as amended or supplemented (the “Financing Agreement”) is amended effective December 31, 2008 as follows:

1. The “Schedule 6.9” in Section 6.9 of the Financing Agreement is hereby amended to read as attached herewith.

2. Section 1.24 is hereby deleted and the following is hereby inserted and stead:

“1.24 “Maturity Date” shall mean March 30, 2011, unless otherwise extended, prepaid or accelerated hereunder.”

3. The Renewal date set forth in Section 9.1 is hereby amended to read: March 31, 2011.

In consideration of our agreement to amend the Financing Agreement as set forth above, you hereby agree to pay us, and we may charge your account with us, concurrently with your execution of this agreement, a fee of $ 10,000 shall be fully earned of the date hereof.

Except as expressly provided herein, the execution and delivery of this letter shall not: (a) constitute an extension, modification (except as specifically set forth herein), or waiver of any aspect of the Financing Agreement (which except as modified hereby continues) or give rise to any obligation on our part to agree to such; (b) give rise to any defenses or counterclaims to our right to compel payment of the Obligations (as defined in the Financing Agreement) at any time, declare a default for any reason other than with respect to the Waiver, or otherwise enforce our rights and remedies under the Financing Agreement; or (c) establish a custom or course of dealing between you and us.

Very truly yours,
ROSENTHAL & ROSENTHAL, INC.
BY:	/s/    Ian Brown
	Ian Brown
	Vice President

AGREED:
EDGAR ONLINE, INC.
BY:	/s/    John C. Ferrara
	John C. Ferrara Chief Financial Officer

ROSENTHAL BUSINESS CREDIT

1370 BROADWAY NEW YORK, NEW YORK 10018 TEL. 212-356-1400 ROSENTHALINC.COM

Schedule 6.9 to

Financing Agreement between

Rosenthal & Rosenthal, Inc., as Lender

And

EDGAR ONLINE, INC as Borrower

Date	Working Capital			Tangible Net Worth
December 31, 2008	$	100,000		$	1,500,000
March 31, 2009	$	(1,500,000	)	$	750,000
June 30, 2009	$	(2,600,000	)	$	1,500,000
September 30, 2009	$	(2,000,000	)	$	1,500,000
December 31, 2009 and thereafter	$	(2,000,000	)	$	1,500,000

EX-31.1

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 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 officer(s) 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 controls 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 report based on such evaluation; and

d) Disclosed in this 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 officer(s) 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 the 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: May 14, 2009	By:	/s/ Philip D. Moyer
		Philip D. Moyer
		Chief Executive Officer and President

EX-31.2

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.;

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 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 officer(s) 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 controls 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 report based on such evaluation; and

d) Disclosed in this 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 officer(s) 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 the 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: May 14, 2009	By:	/s/ John C. Ferrara
		John C. Ferrara
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF THE CHIEF 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 March 31, 2009 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: May 14, 2009	By:	/s/ Philip D. Moyer
		Philip D. Moyer
		Chief Executive Officer and President

EX-32.2

Exhibit 32.2

CERTIFICATION OF THE CHIEF 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 March 31, 2009 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: May 14, 2009	By:	/s/ John C. Ferrara
		John C. Ferrara
		Chief Financial Officer