UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2008
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission file number 000-50698
GREENFIELD ONLINE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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06-1440369
(I.R.S. Employer Identification No.)
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21 River Road, Wilton, CT 06897
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code
: (203) 834-8585
N/A
(Former name, former address and former fiscal year, if changed since last report)
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
þ
No
o
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 the definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes
o
No
þ
As of May 2, 2008, there were 26,321,442 shares of Common Stock outstanding.
GREENFIELD ONLINE, INC.
FORM 10-Q
TABLE OF CONTENTS
i
GREENFIELD ONLINE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data
)
(Unaudited)
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March 31,
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December 31,
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2008
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2007
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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31,530
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$
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57,949
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Investments in marketable securities
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33,435
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Accounts receivable trade, net (net of
allowances of $2,250 and $2,309 at March 31,
2008 and December 31, 2007, respectively)
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23,464
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29,162
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Prepaid expenses and other current assets
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5,942
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|
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3,907
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Deferred tax assets, current
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1,482
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3,985
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Total current assets
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95,853
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95,003
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Property and equipment, net
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7,067
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7,214
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Other intangible assets, net
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16,070
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16,207
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Goodwill
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77,738
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74,584
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Deferred tax assets, long-term
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26,220
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21,110
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Security deposits and other long-term assets
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906
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847
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Total assets
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$
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223,854
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$
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214,965
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|
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|
|
|
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities:
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Accounts payable
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$
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5,936
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$
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5,011
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Accrued expenses and other current liabilities
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21,805
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18,817
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Income taxes payable
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3,291
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4,960
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Current portion of capital lease obligations
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14
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14
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Deferred tax liabilities, current
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1,364
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972
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Deferred revenue
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|
415
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604
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Total current liabilities
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32,825
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30,378
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Capital lease obligations, long-term
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4
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7
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Deferred tax liabilities, long-term
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6,769
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4,772
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Income taxes payable, long-term
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2,310
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|
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2,939
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Other long-term liabilities
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271
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|
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451
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Total liabilities
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42,179
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38,547
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Commitments and contingencies (Note 12)
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Stockholders equity:
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Common stock; par value $0.0001 per share;
100,000,000 shares authorized; 26,331,065 and
26,317,135 shares issued and 26,321,422 and
26,307,492 shares outstanding at March 31,
2008 and December 31, 2007, respectively
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3
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3
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Additional paid-in capital
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300,372
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299,334
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Accumulated deficit
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(123,578
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)
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|
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(123,465
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)
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Accumulated other comprehensive income
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5,009
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|
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|
677
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Treasury stock, at cost 9,643 shares
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(131
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)
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(131
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)
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Total stockholders equity
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181,675
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176,418
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|
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Total liabilities and stockholders equity
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$
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223,854
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$
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214,965
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The accompanying notes are an integral part of these Consolidated Financial Statements.
1
GREENFIELD ONLINE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
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Three Months Ended
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March 31,
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2008
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2007
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Net revenues
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$
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30,934
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$
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27,469
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Cost of revenues
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6,805
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7,139
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Gross profit
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24,129
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20,330
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Operating expenses:
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Selling, general and administrative
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20,940
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|
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12,980
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|
Panel expense
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|
812
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|
|
|
1,048
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|
Depreciation and amortization
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2,302
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|
2,153
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Research and development
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1,132
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1,132
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Total operating expenses
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25,186
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17,313
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|
|
|
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Operating (loss) income
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(1,057
|
)
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|
3,017
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|
|
|
|
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Other income (expense):
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|
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|
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|
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Interest income
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|
|
382
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|
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|
145
|
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Interest expense
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|
|
(2
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)
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|
|
(2
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)
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Other expense, net
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(252
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)
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|
|
(23
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)
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|
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Total other income, net
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128
|
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|
120
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|
|
|
|
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(Loss) income before income taxes
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|
(929
|
)
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|
|
3,137
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|
(Benefit) provision for income taxes
|
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|
(816
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)
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|
1,178
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|
|
|
|
|
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Net (loss) income
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$
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(113
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)
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|
$
|
1,959
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|
|
|
|
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Net (loss) income per share available to common stockholders:
|
|
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Basic
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$
|
(0.00
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)
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|
$
|
0.08
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|
|
|
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Diluted
|
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$
|
(0.00
|
)
|
|
$
|
0.07
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|
|
|
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Weighted average shares outstanding:
|
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Basic
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26,316
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25,527
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|
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Diluted
|
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26,316
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26,461
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The accompanying notes are an integral part of these Consolidated Financial Statements.
2
GREENFIELD ONLINE, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
(In thousands)
(Unaudited)
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|
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|
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|
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|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Additional
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Other
|
|
|
Total
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Treasury Stock
|
|
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Accumulated
|
|
|
Comprehensive
|
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|
Stockholders
|
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|
Comprehensive
|
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|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Shares
|
|
|
Amount
|
|
|
Deficit
|
|
|
Income
|
|
|
Equity
|
|
|
Income
|
|
Balance at December 31, 2007
|
|
|
26,307
|
|
|
$
|
3
|
|
|
$
|
299,334
|
|
|
|
9
|
|
|
$
|
(131
|
)
|
|
$
|
(123,465
|
)
|
|
$
|
677
|
|
|
$
|
176,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
Three months ended March 31, 2008:
|
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Net loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
(113
|
)
|
|
|
|
|
|
|
(113
|
)
|
|
$
|
(113
|
)
|
Issuance of shares related to the Employee Stock Purchase Plan
|
|
|
6
|
|
|
|
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73
|
|
|
|
|
|
Exercise of stock options
|
|
|
8
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
Unrealized loss on available-for-sale securities, net of related
income tax effects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12
|
)
|
|
|
(12
|
)
|
|
|
(12
|
)
|
Translation adjustments, net of related income tax effects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,344
|
|
|
|
4,344
|
|
|
|
4,344
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2008
|
|
|
26,321
|
|
|
$
|
3
|
|
|
$
|
300,372
|
|
|
|
9
|
|
|
$
|
(131
|
)
|
|
$
|
(123,578
|
)
|
|
$
|
5,009
|
|
|
$
|
181,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
3
GREENFIELD ONLINE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2007
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(113
|
)
|
|
$
|
1,959
|
|
Adjustments
to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Deferred income tax benefit
|
|
|
(3,398
|
)
|
|
|
(132
|
)
|
Depreciation and amortization
|
|
|
3,310
|
|
|
|
2,941
|
|
Litigation
settlement charge, net
|
|
|
2,000
|
|
|
|
|
|
Stock based compensation
|
|
|
951
|
|
|
|
901
|
|
Loss on sales of marketable securities
|
|
|
2
|
|
|
|
|
|
Loss on disposal of property and equipment
|
|
|
3
|
|
|
|
|
|
Provision for doubtful accounts
|
|
|
174
|
|
|
|
65
|
|
Changes in assets and liabilities, net:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
6,156
|
|
|
|
858
|
|
Deferred project costs
|
|
|
(89
|
)
|
|
|
(91
|
)
|
Other current assets
|
|
|
(78
|
)
|
|
|
(21
|
)
|
Security deposits
|
|
|
(51
|
)
|
|
|
26
|
|
Other long-term assets
|
|
|
8
|
|
|
|
|
|
Accounts payable
|
|
|
849
|
|
|
|
(421
|
)
|
Accrued expenses
|
|
|
(1,103
|
)
|
|
|
(1,021
|
)
|
Other current and long-term liabilities
|
|
|
(317
|
)
|
|
|
402
|
|
Payments of severance charges
|
|
|
(376
|
)
|
|
|
(108
|
)
|
Income taxes payable
|
|
|
(1,691
|
)
|
|
|
1,124
|
|
Deferred project revenues
|
|
|
(191
|
)
|
|
|
(108
|
)
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
6,046
|
|
|
|
6,374
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchases of marketable securities
|
|
|
(34,847
|
)
|
|
|
(5,223
|
)
|
Sales of marketable securities
|
|
|
2,951
|
|
|
|
|
|
Additions to property and equipment and intangibles
|
|
|
(2,137
|
)
|
|
|
(1,709
|
)
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(34,033
|
)
|
|
|
(6,932
|
)
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds of options exercised
|
|
|
48
|
|
|
|
625
|
|
Proceeds of employee stock purchase plan
|
|
|
40
|
|
|
|
38
|
|
Excess tax deduction on stock option exercises
|
|
|
|
|
|
|
41
|
|
Principal payments under capital lease obligations
|
|
|
(3
|
)
|
|
|
(9
|
)
|
Other, net
|
|
|
(23
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
62
|
|
|
|
694
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
1,506
|
|
|
|
62
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(26,419
|
)
|
|
|
198
|
|
Cash and cash equivalents at beginning of the period
|
|
|
57,949
|
|
|
|
20,873
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of the period
|
|
$
|
31,530
|
|
|
$
|
21,071
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
2
|
|
|
$
|
2
|
|
Income taxes
|
|
|
4,273
|
|
|
|
143
|
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
4
GREENFIELD ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 Basis of Presentation:
References herein to we, us or our refer to Greenfield Online, Inc. and its consolidated
subsidiaries unless the context specifically requires otherwise.
Basis of consolidation.
The accompanying unaudited Consolidated Financial Statements of
Greenfield Online, Inc. and its wholly-owned subsidiaries have been prepared in accordance with
accounting principles generally accepted in the United States of America for interim financial
information and in compliance with the rules and regulations of the Securities and Exchange
Commission. All significant intercompany accounts and transactions have been eliminated in
consolidation. Accordingly, these Consolidated Financial Statements do not include all of the
information and footnotes required by accounting principles generally accepted in the United States
of America for complete financial statements. In the opinion of management, these Consolidated
Financial Statements reflect all adjustments, consisting of normal recurring adjustments necessary
to present fairly these Consolidated Financial Statements. Operating results for any interim period
are not necessarily indicative of the results that may be expected for the full year. These
Consolidated Financial Statements should be read in conjunction with the Consolidated Financial
Statements and related notes included in our Annual Report on Form 10-K for the year ended December
31, 2007.
Reclassifications.
Certain prior period amounts have been reclassified to conform to
current period presentation.
Note 2 Summary of Significant Accounting Policies:
Certain information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles in the United States of
America have been condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission and the instructions to Form 10-Q. The accounting policies we follow are set
forth in our Annual Report on Form 10-K for the year ended December 31, 2007, which was filed on
March 17, 2008, and have not materially changed.
Concentration of Credit Risk.
Financial instruments, which potentially subject us to
concentrations of credit risk, consist principally of trade accounts receivable. We periodically
review our accounts receivable for collectibility and provide for an allowance for doubtful
accounts to the extent that such amounts are not expected to be collected. In our North American
and Ciao Internet survey solutions segments, many of our top 10 clients operate through numerous
subsidiaries, affiliates or divisions that we call customers and with which we have separate
business relationships. For the three months ended March 31, 2008, Google, Inc., accounted for
approximately 12% of our consolidated net revenues. No single client accounted for more than 10% of
our North American Internet survey solutions segment net revenues. One client, Taylor Nelson
Sofres, Plc (TNS), operating through 17 separate customers, accounted for approximately 12% of
our Ciao Internet survey solutions segment net revenues. One client, Google, Inc. accounted for
approximately 33% of our Ciao comparison shopping segment net revenues.
Investments in Marketable Securities.
As of March 31, 2008 and December 31, 2007, we had
$33.4 million and zero, respectively, in investments in certain marketable securities with original
maturities greater than 90 days, which were invested in U.S. Treasury securities and German Federal
Government debt securities in Europe. These securities are classified as available-for-sale
securities in accordance with Statement of Financial Accounting Standards (SFAS) No. 115
Accounting for Certain Investments in Debt and Equity Securities (SFAS 115) and accordingly,
they are carried at fair value. All unrealized gains and losses are reported as a component of
accumulated other comprehensive income (loss), net of the related tax effects and included within
stockholders equity in accordance with SFAS 115.
The table below provides the fair value of Investments in Marketable Securities as
available-for-sale securities by type as of March 31, 2008 (in thousands):
5
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
U. S. Treasury Securities
|
|
$
|
4,984
|
|
|
$
|
|
|
German Federal Government Debt Securities
|
|
|
28,451
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value
|
|
$
|
33,435
|
|
|
$
|
|
|
|
|
|
|
|
|
|
Panelist Incentives.
Our panelists receive incentives for participating in our surveys, which
are earned by the panelist when we receive a timely survey response. A panelist has the right to
claim his or her incentive payment from us at any time prior to its expiration, which is now
generally six months of continuous inactivity. We accrue incentives net of estimated expirations.
We utilize a mix of both direct-cash and prize-based incentives, whereby the respondent is entered
into a drawing with a chance to win a larger cash prize. Fluctuations in the amount of unclaimed
incentives may vary based on the mix of cash-based and prize-based projects, and this variation may
affect our results of operations in future periods.
Recently Issued Accounting Pronouncements
Business Combinations.
In December 2007, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 141 (revised 2007), Business
Combinations (SFAS 141(R)), which significantly changes the accounting for business
combinations. Under SFAS 141(R), an acquiring entity will be required to recognize all the assets
acquired and liabilities assumed in a transaction at the acquisition date at fair value with
limited exceptions. SFAS 141(R) changes the accounting treatment for certain specific items,
including; (i) acquisition costs generally will be expensed as incurred, (ii) acquired contingent
liabilities, including certain contingent consideration (or earn-out) arrangements, will be
recorded at fair value at the acquisition date, (iii) in-process research and development (IPRD)
will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date,
(iv) restructuring costs associated with a business combination generally will be expensed
subsequent to the acquisition date, and (v) changes in deferred tax asset valuation allowances and
income tax uncertainties made after the acquisition date generally will be recorded as a component
of income tax expense. SFAS 141(R) applies prospectively to business combinations for which the
acquisition date is on or after January 1, 2009 for us. SFAS 141(R) may not be applied before that
date. We are currently evaluating the impacts that SFAS 141(R) will have on our Consolidated
Financial Statements and believe that the adoption of this statement will not have a material
effect on our financial condition, results of operations or cash flows.
Noncontrolling Interests.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements an amendment of ARB No. 51 (SFAS 160), which
establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary
and for the deconsolidation of a subsidiary. More specifically, SFAS 160 requires the recognition
of noncontrolling interests (minority interests) as equity in the Consolidated Financial Statements
and separate from the parents equity. The amount of net income attributable to noncontrolling
interests will be included in consolidated net income on the face of the statement of operations.
SFAS 160 clarifies that changes in a parents ownership interest in a subsidiary that does not
result in a deconsolidation are treated as equity transactions if the parent retains its
controlling financial interest. In addition, SFAS 160 requires that a parent recognize a gain or
loss in net income when a subsidiary is deconsolidated. Such a gain or loss will be measured using
the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS 160 also
includes expanded disclosure requirements regarding interests of the parent and its noncontrolling
interest. SFAS 160 is effective for us beginning January 1, 2009, with early adoption prohibited,
the same as related statement SFAS 141(R). We are currently evaluating the impacts that SFAS 160
will have on our Consolidated Financial Statements and believe that the adoption of this statement
will not have a material effect on our financial condition, results of operations or cash flows.
Fair Value Measurements.
We adopted the provisions of SFAS No. 157 Fair Value Measurements
(SFAS 157) on January 1, 2008. SFAS 157 defines fair value, establishes a framework or hierarchy
for measuring fair value under generally accepted accounting principles and expands disclosures
about fair value measurements. SFAS 157 is applicable whenever another accounting pronouncement
requires or permits assets and liabilities to be measured at fair value. SFAS 157 does not require
any new fair value measurements, but provides guidance relating to methods used to measure fair
value and expands disclosures about fair values, which should result in increased consistency and
comparability in fair value measures. In February 2008, the FASB decided that an entity need not
6
apply this standard to nonfinancial assets and liabilities that are recognized or disclosed at
fair value in the Consolidated Financial Statements on a nonrecurring basis until 2009.
Accordingly, our adoption of this standard on January 1, 2008 was limited to financial assets and
liabilities, which relate to our Investments in Marketable Securities. The adoption of SFAS 157 did
not have a material effect on our financial condition, results of operations or cash flows. We are
still in the process of evaluating this standard with respect to its effect on nonfinancial assets
and liabilities and therefore have not yet determined the impact that it will have on our
Consolidated Financial Statements upon full adoption in 2009.
Fair Value Option for Financial Assets and Financial Liabilities.
On January 1, 2008, we
adopted SFAS No. 159 The Fair Value Option for Financial Assets and Financial
Liabilities Including an amendment of FASB Statement No. 115 (SFAS 159), which provides
entities with an option to report selected financial assets and liabilities at fair value. Entities
that elect the fair value option will report unrealized gains and losses in earnings at each
subsequent reporting date. The fair value option may be elected on an instrument by instrument
basis, with few exceptions. SFAS 159 also establishes presentation and disclosure requirements
designed to facilitate comparisons between entities that choose different measurement attributes
for similar types of assets and liabilities. The adoption of SFAS 159 did not have a material
effect on our financial condition, results of operations or cash flows as we did not elect this
fair value option, nor is it expected to have a material impact on future periods as the election
of this option for our financial instruments is expected to be limited.
Note 3 Earnings Per Share:
Net
(Loss) Income per Share.
We report net (loss) income per share in accordance with SFAS No. 128 Earnings
per Share (SFAS 128). Under SFAS 128, basic earnings per share, which excludes dilution, is
computed by dividing net income or loss available to common stockholders by the weighted average
number of common shares outstanding for the period. Diluted earnings per share reflects the
potential dilution of securities that could be exercised or converted into common shares, and is
computed by dividing net income or loss available to common stockholders by the weighted average of
common shares outstanding plus the potentially dilutive common shares. Diluted earnings per share
includes in-the-money stock options using the treasury stock method. During a loss period, the
assumed exercise of in-the-money stock options has an anti-dilutive effect and therefore, these
instruments are excluded from the computation of dilutive earnings per share. Out-of-the-money
weighted average potential common shares of approximately 1.9 million and 733,000 for the three
months ended March 31, 2008 and 2007, respectively, were excluded from the computation of diluted
earnings per share, as they would be anti-dilutive. In addition, for the three months ended March
31, 2008, 713,000 weighted average potential common shares relating to grants of stock options and
the employee stock purchase plan were excluded from the computation of diluted earnings per share
due to the net loss in the period, as they would be anti-dilutive.
The following is a reconciliation of weighted average basic number of common shares
outstanding to weighted average diluted number of common and common stock equivalent shares
outstanding (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
Ended
|
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2007
|
|
Weighted average number of common and potential
common shares outstanding:
|
|
|
|
|
|
|
|
|
Basic number of common shares outstanding
|
|
|
26,316
|
|
|
|
25,527
|
|
Dilutive effect of stock option grants and the
employee stock purchase plan
|
|
|
|
|
|
|
934
|
|
|
|
|
|
|
|
|
Diluted number of common and potential common shares
outstanding
|
|
|
26,316
|
|
|
|
26,461
|
|
|
|
|
|
|
|
|
7
Note 4 Accumulated Other Comprehensive Income:
Accumulated Other Comprehensive Income (AOCI) is comprised of various items that affect
equity and result from recognized transactions and other economic events, other than transactions
with owners in their capacity as owners. AOCI consists of the following at March 31, 2008 and
December 31, 2007 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
Cumulative translation adjustment
|
|
$
|
5,021
|
|
|
$
|
677
|
|
Unrealized loss on available-for-sale
securities, net of deferred taxes of $6 at
March 31, 2008
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total accumulated other comprehensive income
|
|
$
|
5,009
|
|
|
$
|
677
|
|
|
|
|
|
|
|
|
Note 5 Prepaid Expenses and Other Current Assets:
Prepaid expenses and other current assets consists of the following at March 31, 2008 and
December 31, 2007 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
Prepaid maintenance and license contracts
|
|
$
|
524
|
|
|
$
|
414
|
|
Prepaid expenses
|
|
|
800
|
|
|
|
685
|
|
Prepaid insurance
|
|
|
348
|
|
|
|
497
|
|
Deferred project costs
|
|
|
157
|
|
|
|
66
|
|
Prepaid and refundable taxes
|
|
|
967
|
|
|
|
711
|
|
Interest receivable
|
|
|
914
|
|
|
|
1,286
|
|
Insurance reimbursement receivable
|
|
|
2,000
|
|
|
|
|
|
Other
|
|
|
232
|
|
|
|
248
|
|
|
|
|
|
|
|
|
Total prepaid expenses and other current assets
|
|
$
|
5,942
|
|
|
$
|
3,907
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Insurance reimbursement receivable represents the expected
reimbursement from our insurance carriers associated with the litigation
settlement.
|
Note 6 Property and Equipment, net:
Property and equipment, net consists of the following at March 31, 2008 and December 31, 2007
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
|
|
Useful
|
|
March 31,
|
|
|
December 31,
|
|
|
|
Life-Years
|
|
2008
|
|
|
2007
|
|
Computer and data processing equipment
|
|
2 4
|
|
$
|
14,165
|
|
|
$
|
13,302
|
|
Leasehold improvements
|
|
2 5 *
|
|
|
2,467
|
|
|
|
2,445
|
|
Furniture and fixtures
|
|
7 8
|
|
|
2,638
|
|
|
|
2,597
|
|
Telephone system
|
|
4 5
|
|
|
1,121
|
|
|
|
1,123
|
|
Automobile
|
|
4
|
|
|
14
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,405
|
|
|
|
19,481
|
|
Less: Accumulated depreciation
|
|
|
|
|
(13,338
|
)
|
|
|
(12,267
|
)
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
|
$
|
7,067
|
|
|
$
|
7,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Lesser of the estimated life of the asset or the life of the underlying lease.
|
8
Depreciation expense amounted to $895,000 and $874,000, respectively for the three months
ended March 31, 2008 and 2007, including assets recorded under capital leases. The net book value
of disposals of property and equipment were immaterial for all periods presented.
Note 7 Goodwill and Other Intangible Assets:
Goodwill
Goodwill represents the excess purchase price over the fair values of the net assets and
identifiable intangible assets acquired in a business combination. In accordance with the
provisions of Statement of Financial accounting Standards No. 142 Goodwill and Other Intangible
Assets (SFAS 142), we conduct our reviews annually as of October 31.
The following table summarizes the changes in the carrying value of goodwill by operating
segment for the three months ended March 31, 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ciao Internet
|
|
|
Ciao
|
|
|
|
|
|
|
|
|
|
|
North
|
|
|
Survey
|
|
|
Comparison
|
|
|
|
|
Goodwill
|
|
|
|
|
|
America
|
|
|
Solutions
|
|
|
Shopping
|
|
|
Total
|
|
Balance as of December 31, 2007
|
|
|
|
|
|
$
|
31,153
|
|
|
$
|
10,475
|
|
|
$
|
32,956
|
|
|
$
|
74,584
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
758
|
|
|
|
2,396
|
|
|
|
3,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2008
|
|
|
|
|
|
$
|
31,153
|
|
|
$
|
11,233
|
|
|
$
|
35,352
|
|
|
$
|
77,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Intangible Assets
Other intangible assets consist of the following at March 31, 2008 and December 31, 2007 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2008
|
|
|
As of December 31, 2007
|
|
|
|
Estimated
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
Useful
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Net
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Net
|
|
|
|
Life-Years
|
|
|
Cost
|
|
|
Amortization
|
|
|
Amount
|
|
|
Cost
|
|
|
Amortization
|
|
|
Amount
|
|
Internal use software
|
|
|
2-3
|
|
|
$
|
13,685
|
|
|
$
|
6,032
|
|
|
$
|
7,653
|
|
|
$
|
11,800
|
|
|
$
|
4,845
|
|
|
$
|
6,955
|
|
Other software acquired
|
|
|
0.42
|
|
|
|
159
|
|
|
|
159
|
|
|
|
|
|
|
|
159
|
|
|
|
159
|
|
|
|
|
|
Panel members
|
|
|
3-4
|
|
|
|
7,104
|
|
|
|
5,840
|
|
|
|
1,264
|
|
|
|
6,986
|
|
|
|
5,295
|
|
|
|
1,691
|
|
Affiliate network
|
|
|
3
|
|
|
|
347
|
|
|
|
347
|
|
|
|
|
|
|
|
347
|
|
|
|
333
|
|
|
|
14
|
|
Customer relationships
|
|
|
5
|
|
|
|
8,990
|
|
|
|
5,450
|
|
|
|
3,540
|
|
|
|
8,455
|
|
|
|
4,707
|
|
|
|
3,748
|
|
Non-competition agreements
|
|
|
2.75-3
|
|
|
|
610
|
|
|
|
610
|
|
|
|
|
|
|
|
2,806
|
|
|
|
2,789
|
|
|
|
17
|
|
Domain names and service marks
|
|
|
5-10
|
|
|
|
8,574
|
|
|
|
4,961
|
|
|
|
3,613
|
|
|
|
8,025
|
|
|
|
4,243
|
|
|
|
3,782
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other intangible assets, net
|
|
|
|
|
|
$
|
39,469
|
|
|
$
|
23,399
|
|
|
$
|
16,070
|
|
|
$
|
38,578
|
|
|
$
|
22,371
|
|
|
$
|
16,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We have capitalized costs associated with the development and management of our panelist
database and internal use software. During the three months ended March 31, 2008 and 2007, we
capitalized to internal use software approximately $1.6 million and $1.0 million, respectively.
Amortization of internal use software amounted to $1.1 million and $654,000, respectively for
the three months ended March 31, 2008 and 2007. For the three months ended March 31, 2008, $550,000
is included in cost of revenues and $549,000 is included in depreciation and amortization in the
consolidated statements of operations. For the three months ended March 31, 2007, $344,000 is included
in cost of revenues and $310,000 is included in depreciation and amortization in the consolidated
statements of operations.
Amortization of other intangible assets (excluding internal use software) amounted to
$1.3 million and $1.4 million, respectively for the three months ended March 31, 2008 and 2007. For
the three months ended March 31, 2008, $458,000 is included in panel expense, and $858,000 is
included in depreciation and amortization in the consolidated
statements of operations. For the three
months ended March 31, 2007, $443,000 is included as panel expense, and $970,000 is included in
depreciation and amortization in the consolidated statements of
operations. During the three months
ended March 31, 2008, we wrote off non-competition agreements with a zero net book
9
value and a cost
of $2.3 million as this has been fully amortized. During the three months ended March 31, 2007, we
wrote off
acquired backlog with a net book value of zero and a cost of $447,000 as this acquired backlog
has been fully amortized.
The weighted average remaining life for intangible assets at March 31, 2008 was approximately
1.5 years and amortization expense for the three months ended March 31, 2008 was $2.4 million.
Estimated amortization expense for each of the five succeeding years is as follows (in thousands):
|
|
|
|
|
|
|
Amount
|
For the remaining nine months ended December 31, 2008
|
|
$
|
7,489
|
|
2009
|
|
$
|
6,971
|
|
2010
|
|
$
|
1,407
|
|
2011
|
|
$
|
53
|
|
2012
|
|
$
|
53
|
|
2013
|
|
$
|
52
|
|
Note 8 Accrued Expenses and Other Current Liabilities:
Accrued expenses and other current liabilities consists of the following at March 31, 2008 and
December 31, 2007 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
Accrued payroll, bonus and commissions
|
|
$
|
4,730
|
|
|
$
|
6,573
|
|
Panelist and respondent incentives
|
|
|
5,479
|
|
|
|
6,019
|
|
Real-Time Sampling accruals
|
|
|
231
|
|
|
|
359
|
|
Accrued panel costs
|
|
|
127
|
|
|
|
46
|
|
Accrued management change and severance costs
|
|
|
84
|
|
|
|
460
|
|
Non-income tax accruals
|
|
|
1,537
|
|
|
|
1,458
|
|
Software license liability
|
|
|
256
|
|
|
|
349
|
|
Accrued search engine marketing and advertising costs
|
|
|
|
|
|
|
295
|
|
Accrued audit and tax costs
|
|
|
431
|
|
|
|
665
|
|
Outside sample accruals
|
|
|
717
|
|
|
|
951
|
|
Accrued legal and investigation costs
|
|
|
2,234
|
|
|
|
130
|
|
Accrued litigation settlement charge
|
|
|
4,000
|
|
|
|
|
|
Other
|
|
|
1,979
|
|
|
|
1,512
|
|
|
|
|
|
|
|
|
Total accrued expenses and other current liabilities
|
|
$
|
21,805
|
|
|
$
|
18,817
|
|
|
|
|
|
|
|
|
Note 9 Stock-Based Compensation:
We maintain the following share-based compensation plans: the 2004 Employee Stock Purchase
Plan, the 1999 Stock Option Plan (the 1999 Plan) and the 2004 Equity Incentive Plan (the 2004
Equity Plan). Also, during 2006, we granted certain options outside of either of the 1999 Plan or
the 2004 Equity Plan and without shareholder approval pursuant to Nasdaq Marketplace Rule
4350(i)(1)(A)(iv), (the Inducement Options). The total pre-tax compensation cost that has been
charged against income for these plans and the Inducement Options was approximately $951,000 and
$901,000, respectively for the three months ended March 31, 2008 and 2007. The related income tax
benefit recognized in the consolidated statements of operations for share-based compensation expense was approximately
$315,000 and $351,000, respectively for the three months ended March 31, 2008 and 2007.
As of March 31, 2008, the number of shares that may be issued pursuant to awards granted under
the 2004 Equity Plan is 3,635,714 plus the number of shares that are subject to awards under the
1999 Plan that are canceled, expire or otherwise become available for re-grant in accordance with
the provisions of the 1999 Plan prior to the expiration of the 1999 Plan, but in no event will the
aggregate number of such shares exceed 4,622,758. As of March 31, 2008, options to purchase 193,094
shares, 2,946,801 shares, and 611,800 shares of common stock were outstanding under the 1999 Plan,
the 2004 Equity Plan and the Inducement Options, respectively and options to
10
purchase 23,054 shares
and 362,046 shares of common stock were available for future grants under the 1999 Plan and the
2004 Equity Plan, respectively.
We did not capitalize stock-based compensation expense as part of the cost of an asset for any
of the periods presented. Stock-based compensation is measured at grant date, based on the fair
value of the award, and is recognized over the requisite service period. The following table
illustrates the stock-based compensation expense included in our
consolidated statements of operations
for the three months ended March 31, 2008 and 2007 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2007
|
|
Cost of revenues
|
|
$
|
35
|
|
|
$
|
114
|
|
Research and development expense
|
|
|
88
|
|
|
|
26
|
|
Selling, general and administrative expense
|
|
|
828
|
|
|
|
761
|
|
|
|
|
|
|
|
|
Pre-tax stock-based compensation expense
|
|
$
|
951
|
|
|
$
|
901
|
|
|
|
|
|
|
|
|
As of March 31, 2008, there was approximately $5.1 million of total unrecognized compensation
cost related to non-vested stock-based compensation arrangements, which is expected to be
recognized over a weighted average period of approximately 1.2 years.
Note 10 Segment Reporting:
Our reportable segments are consistent with how we manage our business and view the markets we
serve. We view the two major geographic areas in which we operate, North America and Europe
(including the rest of the world), as separate markets. Both the North American and European
operations derive revenues from Internet survey solutions and in addition, the European operations
include an online comparison shopping business. Therefore, we have three reportable segments: North
American Internet survey solutions, which operates through Greenfield Online, Inc. and its
consolidated subsidiaries, Ciao Internet survey solutions, which we operate through Ciao Surveys
GmbH and its consolidated subsidiaries and Ciao comparison shopping, which we operate through Ciao
GmbH and its consolidated subsidiaries. Revenue transactions between segments are recorded at
amounts similar to those charged to our large clients. These inter-segment transactions are
eliminated in consolidation.
We manage our businesses separately in North America and Europe, and prior to the separation
of the two European businesses, we allocated our European business between the Internet survey
solutions and comparison shopping businesses, as components of an enterprise about which separate
information is available that is evaluated regularly by the chief operating decision maker, or
decision-making group, in deciding how to allocate resources and assess performance. An operating
segments performance is primarily evaluated based on segment operating income, which excludes
depreciation and amortization expense, stock-based compensation expense, restructuring charges and
certain corporate costs not associated with the operations of the segment. These corporate costs
are separately stated below and include costs that are primarily related to public company
expenses. These include certain costs such as personnel costs, filing fees, legal fees, accounting
fees, fees associated with Sarbanes-Oxley compliance, directors and officers insurance, board of
director fees, investor relations costs and costs associated with the pending class action lawsuit
and related investigation costs. We believe that segment operating income as defined above is an
appropriate measure of evaluating the operational performance of our segments. However, this
measure should be considered in addition to, not as a substitute for,
or superior to, (loss) income from
operations or other measures of financial performance prepared in accordance with generally
accepted accounting principles. The accounting policies of all of our segments are the same as
those in the summary of significant accounting policies included in Note 2 in our Annual Report on
Form 10-K for the year ended December 31, 2007.
11
The tables below present information about reported segments for the three months ended March
31, 2008 and 2007 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2007
|
|
Gross segment revenues:
|
|
|
|
|
|
|
|
|
North American Internet survey solutions
|
|
|
|
|
|
|
|
|
Third-party segment net revenues
|
|
$
|
14,821
|
|
|
$
|
15,454
|
|
Inter-segment revenues
|
|
|
189
|
|
|
|
133
|
|
|
|
|
|
|
|
|
Gross segment revenues
|
|
$
|
15,010
|
|
|
$
|
15,587
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ciao Internet survey solutions
|
|
|
|
|
|
|
|
|
Third-party segment net revenues
|
|
$
|
5,275
|
|
|
$
|
5,255
|
|
Inter-segment revenues
|
|
|
1,560
|
|
|
|
1,486
|
|
|
|
|
|
|
|
|
Gross segment revenues
|
|
$
|
6,835
|
|
|
$
|
6,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ciao comparison shopping *
|
|
|
|
|
|
|
|
|
Third-party segment net revenues
|
|
$
|
10,838
|
|
|
$
|
6,760
|
|
Inter-segment revenues
|
|
|
184
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross segment revenues
|
|
$
|
11,022
|
|
|
$
|
6,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues:
|
|
|
|
|
|
|
|
|
North American Internet survey solutions
|
|
$
|
15,010
|
|
|
$
|
15,587
|
|
Ciao Internet survey solutions
|
|
|
6,835
|
|
|
|
6,741
|
|
Ciao comparison shopping
|
|
|
11,022
|
|
|
|
6,760
|
|
Elimination of inter-segment revenues
|
|
|
(1,933
|
)
|
|
|
(1,619
|
)
|
|
|
|
|
|
|
|
Total net revenues
|
|
$
|
30,934
|
|
|
$
|
27,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating income (as defined above):
|
|
|
|
|
|
|
|
|
North American Internet survey solutions
|
|
$
|
2,650
|
|
|
$
|
2,839
|
|
Ciao Internet survey solutions
|
|
|
1,428
|
|
|
|
1,863
|
|
|
|
|
|
|
|
|
Combined Internet survey solutions
|
|
|
4,078
|
|
|
|
4,702
|
|
Ciao comparison shopping
|
|
|
5,911
|
|
|
|
3,983
|
|
|
|
|
|
|
|
|
Segment operating income
|
|
|
9,989
|
|
|
|
8,685
|
|
Depreciation and amortization
|
|
|
(3,310
|
)
|
|
|
(2,941
|
)
|
Stock-based compensation
|
|
|
(951
|
)
|
|
|
(901
|
)
|
Corporate and other charges
|
|
|
(6,785
|
)
|
|
|
(1,826
|
)
|
|
|
|
|
|
|
|
Total
operating (loss) income
|
|
|
(1,057
|
)
|
|
|
3,017
|
|
Other income, net
|
|
|
128
|
|
|
|
120
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes
|
|
$
|
(929
|
)
|
|
$
|
3,137
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Prior to the separation of the Ciao Internet survey solutions and the Ciao comparison shopping
businesses, the Ciao comparison shopping segment did not have any inter-segment revenues. The legal
separation was completed, and effective May 1, 2007, the Ciao comparison shopping segment began
recording inter-segment revenues from the sale of panelists to the Ciao Internet survey solutions
segment, which panelists are sourced from the Ciao comparison shopping portals.
|
12
Note 11 Income Taxes:
(Loss) income before income taxes and the provision (benefit) for income taxes are comprised
of (in thousands):
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
|
Ended March 31,
|
|
|
|
2008
|
|
|
2007
|
|
(Loss) income before income taxes:
|
|
|
|
|
|
|
|
|
Domestic
|
|
$
|
(6,760
|
)
|
|
$
|
(401
|
)
|
Foreign
|
|
|
5,831
|
|
|
|
3,538
|
|
|
|
|
|
|
|
|
|
|
$
|
(929
|
)
|
|
$
|
3,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Benefit) provision for income taxes:
|
|
|
|
|
|
|
|
|
Currently payable:
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
396
|
|
|
$
|
29
|
|
State
|
|
|
56
|
|
|
|
52
|
|
Foreign
|
|
|
2,130
|
|
|
|
1,229
|
|
|
|
|
|
|
|
|
Total current income tax provision
|
|
|
2,582
|
|
|
|
1,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax (benefit) provision:
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(2,785
|
)
|
|
|
(554
|
)
|
State
|
|
|
(446
|
)
|
|
|
14
|
|
Foreign
|
|
|
(167
|
)
|
|
|
408
|
|
|
|
|
|
|
|
|
Total deferred income tax (benefit)
|
|
|
(3,398
|
)
|
|
|
(132
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax (benefit) provision
|
|
$
|
(816
|
)
|
|
$
|
1,178
|
|
|
|
|
|
|
|
|
Deferred income taxes are provided on temporary differences between the financial reporting
basis and tax basis of our assets and liabilities. The principal temporary differences, which give
rise to deferred tax assets and liabilities at March 31, 2008 and December 31, 2007, are as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
18,357
|
|
|
$
|
15,926
|
|
Stock-based compensation
|
|
|
4,592
|
|
|
|
4,279
|
|
Capitalized panel costs
|
|
|
739
|
|
|
|
681
|
|
Fixed assets
|
|
|
1,320
|
|
|
|
1,333
|
|
Federal and state tax credits
|
|
|
2,301
|
|
|
|
2,309
|
|
Other deferred tax assets
|
|
|
2,055
|
|
|
|
2,695
|
|
|
|
|
|
|
|
|
|
|
|
29,364
|
|
|
|
27,223
|
|
Valuation allowance
|
|
|
(147
|
)
|
|
|
(142
|
)
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
$
|
29,217
|
|
|
$
|
27,081
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Intangible assets acquired
|
|
$
|
(3,034
|
)
|
|
$
|
(3,351
|
)
|
Foreign exchange
|
|
|
(6,591
|
)
|
|
|
(4,356
|
)
|
Other deferred tax liabilities
|
|
|
(23
|
)
|
|
|
(23
|
)
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
$
|
(9,648
|
)
|
|
$
|
(7,730
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets, net
|
|
$
|
19,569
|
|
|
$
|
19,351
|
|
|
|
|
|
|
|
|
At March 31, 2008 and December 31, 2007, net operating loss carryforwards (NOLs) of $52.1
million and $46.6 million, respectively, are available to reduce future income taxes. Of these
amounts, $45.1 million ($39.0
million at December 31, 2007) relates to domestic NOLs and $7.0 million ($7.6 million at
December 31, 2007)
13
relates to foreign NOLs. The majority of the domestic NOLs begin to expire in
2020. The majority of the foreign NOLs are subject to an indefinite carryforward period. Of our
total domestic NOLs as of March 31, 2008, $4.7 million relates to exercises of stock options that
resulted in a tax deduction prior to the realization of that tax deduction in the Consolidated
Financial Statements due to our domestic NOL carryforward position. If this tax benefit is realized
in the future, $1.9 million will be credited against Additional paid-in capital (APIC). At March
31, 2008 and December 31, 2007, foreign tax credits of approximately $1.7 million are available to
reduce future U.S. income taxes, and the majority of them will expire in 2015. The majority of the
remaining Federal income tax credits at March 31, 2008 and December 31, 2007 will expire in 2020.
Our operations in India have been granted a tax holiday from the Indian tax authority. This tax
holiday was due to expire in March 2009, but has recently been extended through March 2010.
In July 2006, the FASB released Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting and
reporting for uncertainties in income tax law. FIN 48 prescribes a comprehensive model for the
financial statement recognition, measurement, presentation and disclosure of uncertain tax
positions taken or expected to be taken in income tax returns. We adopted the provisions of FIN 48
on January 1, 2007. Under FIN 48, the Company may recognize the tax benefit from an uncertain tax
position only if it is more likely than not that the tax position will be sustained on examination
by the tax authorities based on the technical merits of the position. The tax benefits recognized
in the Consolidated Financial Statements from such a position should be measured based on the
largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate
settlement.
It is expected that the amount of unrecognized tax benefits will change in the next twelve
months. We cannot estimate an amount or range, however, we do not expect the change to have a
significant impact on our results of operations or our financial position.
The majority of our operations reside in the United States and Germany. As of March 31, 2008,
the U.S. Federal and state statutes of limitations remain open for the years ended December 31,
1999 and forward due to our net operating loss carryforward position. However, the Internal Revenue
Service completed its examination of our 2004 Federal income tax return in June 2006 and did not
report any changes to the tax return as originally filed by us. In Germany, tax years subsequent to
December 31, 2003 are still subject to examination.
During the three months ended March 31, 2008, we recorded approximately $5.1 million in costs
for legal, accounting and other fees related to the Audit Committee investigation of the pending
class action securities litigation described in our Annual Report on Form 10-K, the defense of this
litigation and the litigation settlement charge. As a result, and due to the unusual
nature of these costs, we recorded an income tax benefit of approximately $2.1 million during the
three months ended March 31, 2008 relating to these costs. Refer to Note 12 for additional
information relating to the class action lawsuit.
Note 12 Commitments and Contingencies:
Legal Contingencies:
From time to time, we may become involved in litigation relating to claims arising from the
ordinary course of business. While it is not possible to determine the ultimate outcome of such
matters, we continually review whether an estimated loss contingency should be recorded, by
assessing whether a loss is deemed probable and can be reasonably estimated. We assess our
potential liability by analyzing our litigation and regulatory matters using available information.
We develop our views on estimated losses in consultation with outside counsel handling our defense
in a particular matter, which involves an analysis of potential results, assuming a combination of
litigation and settlement strategies. Should developments in any such matter cause a change in our
determination as to an unfavorable outcome and result in the need to recognize a material loss
contingency, or should any matter result in a final adverse judgment or be settled for significant
amounts, they could have a material adverse effect on our results of operations, cash flows and
financial position in the period or periods in which such change in determination, judgment or
settlement occurs.
In July and August 2007, two putative federal securities law class actions were filed in the
United States District Court for the District of Connecticut on behalf of persons who purchased our
stock between February 9, 2005 and
14
s
September 30, 2005. A consolidated amended complaint was filed
on January 22, 2008 (the Amended Complaint), and on April 3, 2008, the Company and each of the
individual defendants filed a motion to dismiss the Amended Complaint in its entirety.
The Amended Complaint asserts claims pursuant to Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, against the Company, our Executive
Vice President and Chief Financial Officer and our former President and Chief Executive Officer.
These claims are related to statements the Company made on August 9, 2005 and September 29, 2005
regarding its financial projections for fiscal year 2005. Specifically the Amended Complaint
alleges, among other things, that the financial statements were materially false and misleading
because (1) they misrepresented the size of our online panel and (2) they failed to disclose that
the Company was engaged in improper accounting practices.
In February 2008, in response to the allegations in the Amended Complaint, the Audit Committee
of the Companys Board of Directors initiated an investigation and engaged independent outside
legal counsel to assist therewith. The Audit Committees investigation has been completed and did
not reveal any evidence that the Company had misrepresented the size of our online panel. However,
the investigation did reveal evidence that certain Company employees engaged in inappropriate
activity that was inconsistent with the Companys revenue recognition policies for certain
transactions. This activity resulted in accounting errors that affect the Companys previously
reported financial statements. We have quantified the impact of these errors on our previously
reported financial statements and concluded that such errors misstated net income by less than 1%
for each of the three years ended December 31, 2005, 2006 and 2007. The Company has concluded such
errors are inconsequential to such annual financial statements. Nevertheless, we intend to
implement a remediation plan that will include additional training and other appropriate remedial
actions in response to the findings.
We
have incurred and will continue to incur costs with respect to the litigation described above as well as costs associated with the investigations we
made into the conduct alleged in the Amended Complaint. During the three months ended March 31,
2008, we incurred $3.1 million of fees and costs in connection with the Audit Committees
investigation and our defense against the Amended Complaint.
On
May 7, 2008, the Company and the individual defendants reached
an agreement in principle to
settle the class action lawsuit in the matter entitled
Plumbers & Pipefitters Local Union No. 630
Pension Annuity Trust v. Greenfield Online, Inc., et al. Docket No. 07-cv-1118 (VLB)
. The Company
has determined that it is beneficial to enter into the proposed settlement in order to avoid costly
and time consuming litigation. The terms of the settlement, which contain no admission of any
liability or wrongdoing on the part of any defendant, are subject to the completion of confirmatory
discovery by plaintiffs counsel, the negotiation of definitive documentation and approval by the
court, and includes a probable cash payment by the Company of $4.0 million that is expected to be made to
the plaintiffs during 2008. The Company anticipates that one-half of the settlement payment will be
funded by insurance proceeds. The balance of the costs of settlement will be borne by the Company.
Once approved, the Company believes the settlement will resolve all class action litigation pending
against the Company, as well as its former and current officers. As a result of this agreement in
principle, the Company recorded a one-time pre-tax net charge of $2.0 million for the quarter ended
March 31, 2008.
The
proposed settlement described above is subject to court approval and
the occurrence of other events.
Accordingly, there can be no assurance that a final settlement will ultimately be achieved on the
terms described above, if at all. In the event that a settlement is not finalized, the Company
intends to defend against the allegations contained in the class action lawsuit.
Note 13 Fair Value Measurement:
As discussed in Note 2, we adopted SFAS 157 on January 1, 2008, which, among other things,
requires enhanced disclosures about assets and liabilities measured at fair value. Our adoption of
SFAS 157 was limited to financial assets and liabilities, and primarily relates to our marketable
securities.
15
We utilize the market approach to measure fair value for our financial assets and liabilities.
The market approach uses prices and other relevant information generated by market transaction
involving identical or comparable assets and liabilities.
SFAS 157 includes a fair value hierarchy that is intended to increase consistency and
comparability in fair value measurements and related disclosures. The fair value hierarchy is based
on inputs to valuation techniques that are used to measure fair value that are either observable or
unobservable. Observable inputs reflect assumptions that market participants would use in pricing
an asset or liability based on market data obtained from independent sources while unobservable
inputs reflect a reporting entitys pricing based upon their own market assumptions. The fair value
hierarchy consists of the following three levels:
|
|
|
|
|
|
|
Level 1
|
|
Inputs are quoted prices in active markets for identical assets or
liabilities.
|
|
|
|
|
|
|
|
Level 2
|
|
Inputs are quoted prices for similar assets or liabilities in an active
market, quoted prices for identical or similar assets or liabilities that are not
active, inputs other than quoted prices that are observable and market-corroborated
inputs which are derived principally from or corroborated by observable market data.
|
|
|
|
|
|
|
|
Level 3
|
|
Inputs are derived from valuation techniques in which one or more
significant inputs or value drivers are unobservable.
|
The following table represents our affected assets measured at fair value on a recurring basis
as of March 31, 2008 and the corresponding level for that measurement (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices
|
|
|
Significant
|
|
|
|
|
|
|
Total
|
|
|
Active in
|
|
|
Other
|
|
|
Significant
|
|
|
|
Fair Value
|
|
|
Markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Measurement
|
|
|
Identical Asset
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
March 31, 2008
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Assets measured at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
16,256
|
|
|
$
|
16,256
|
|
|
$
|
|
|
|
$
|
|
|
Investments in marketable securities
|
|
|
33,435
|
|
|
|
33,435
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets measured at fair value
|
|
$
|
49,691
|
|
|
$
|
49,691
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation
Techniques
. Our current cash equivalents and current
available for sale securities are measured at fair value using quoted
market prices and are classified within level 1 of the valuation
hierarchy.
16
Item 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with our Consolidated Financial Statements and related notes included
elsewhere in this Quarterly Report. This discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of various factors, including those discussed in
the section entitled Risk Factors in our Annual Report on
Form 10-K
for the fiscal year ended
December 31, 2007 and in this Quarterly Report on
Form 10-Q
. Also see the section entitled
Cautionary Note Regarding Forward-Looking Statements contained in this Quarterly Report on Form
10-Q.
Segment Information
We have three reportable segments: North American Internet survey solutions, which operates
through Greenfield Online, Inc. and its consolidated subsidiaries; Ciao Internet survey solutions,
which operates through Ciao Surveys GmbH and its consolidated subsidiaries; and Ciao comparison
shopping, which operates through Ciao GmbH and its consolidated subsidiaries. Our North American
and Ciao Internet survey solutions segments conduct substantially similar businesses within a
global marketplace, and the description of their businesses, market opportunities, customers,
products and competitors is presented as a single business, except in circumstances where we
believe that separate information related to a particular segment is necessary to understand our
business as a whole. Financial information about our reportable segments is included in our
Consolidated Financial Statements accompanying this Quarterly Report on Form 10-Q.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations is based on
our Consolidated Financial Statements, which have been prepared in conformity with accounting
principles generally accepted in the United States of America. The preparation of these
Consolidated Financial Statements requires us to make estimates and judgments that affect the
reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the Consolidated Financial Statements and the reported amounts of revenue and
expenses during the reporting periods. On an on-going basis, we evaluate our estimates and
judgments. We base our estimates on historical experience, known trends and events and various
other factors that are believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions.
For further information regarding our critical accounting policies, please refer to the
Managements Discussion and Analysis of Financial Condition and Results of Operations section of
our Annual Report on Form 10-K for the fiscal year ended December 31, 2007. There have been no
material changes to our critical accounting policies during the three months ended March 31, 2008.
Recently Issued Accounting Pronouncements
.
See Note 2 to our Consolidated Financial Statements
included herein for a description of recently issued accounting pronouncements, including the
respective dates of adoption and effects on our Consolidated Financial Statements.
17
Results of Operations
Three Months Ended March 31, 2008 compared to Three Months Ended March 31, 2007
Consolidated Results
The following table sets forth our consolidated results of operations based on the amounts and
percentage relationship of the items listed to net revenues for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2008
|
|
|
%
|
|
|
2007
|
|
|
%
|
|
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
|
Net revenues
|
|
$
|
30,934
|
|
|
|
100.0
|
%
|
|
$
|
27,469
|
|
|
|
100.0
|
%
|
Cost of revenues
|
|
|
6,805
|
|
|
|
22.0
|
|
|
|
7,139
|
|
|
|
26.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
24,129
|
|
|
|
78.0
|
|
|
|
20,330
|
|
|
|
74.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
20,940
|
|
|
|
67.7
|
|
|
|
12,980
|
|
|
|
47.3
|
|
Panel acquisition
|
|
|
812
|
|
|
|
2.6
|
|
|
|
1,048
|
|
|
|
3.8
|
|
Depreciation and amortization
|
|
|
2,302
|
|
|
|
7.4
|
|
|
|
2,153
|
|
|
|
7.8
|
|
Research and development
|
|
|
1,132
|
|
|
|
3.7
|
|
|
|
1,132
|
|
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
25,186
|
|
|
|
81.4
|
|
|
|
17,313
|
|
|
|
63.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
(1,057
|
)
|
|
|
(3.4
|
)
|
|
|
3,017
|
|
|
|
11.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income, net
|
|
|
128
|
|
|
|
0.4
|
|
|
|
120
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes
|
|
|
(929
|
)
|
|
|
(3.0
|
)
|
|
|
3,137
|
|
|
|
11.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Benefit) provision for income taxes
|
|
|
(816
|
)
|
|
|
(2.6
|
)
|
|
|
1,178
|
|
|
|
4.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(113
|
)
|
|
|
(0.4
|
)%
|
|
$
|
1,959
|
|
|
|
7.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenues.
Net revenues for the three months ended March 31, 2008 were $30.9 million,
compared to $27.5 million for the three months ended March 31, 2007, an increase of $3.4 million,
or 12.6%. Fluctuations in currency rates increased net revenues by approximately $1.6 million or
5.7%. Net revenues increased primarily as a result of our comparison shopping segment, which
accounted for approximately $4.1 million. Our Ciao Internet survey solutions segment was flat
period over period and our North American Internet survey solutions segment revenues declined by
$0.6 million.
Net revenues at our comparison shopping business increased 60.3% as a result of increased
traffic visitation by unique visitors, improved site content, increases in conversion rates of
visitors to click-throughs, expanded product catalogs, increased merchant relationships, improved
product search capabilities as well as growth in the core e-Commerce markets in Europe. Net
revenues at our combined Internet survey solutions segments declined 3.0% due primarily to lower
than anticipated client spending and to a lesser extent to continued pricing pressure.
Gross Profit.
Gross profit for the three months ended March 31, 2008 was $24.1 million,
compared to $20.3 million for the three months ended March 31, 2007, an increase of $3.8 million,
or 18.7%. Gross profit for the three months ended March 31, 2008 was 78.0% of net revenues,
compared to 74.0% for the three months ended March 31, 2007. Fluctuations in currency rates
increased gross profit by approximately $1.2 million. Gross profit increased primarily due to the
increased high-margin comparison shopping revenues and to reduced incentive costs, partially offset
by higher outside sample costs and amortization expense.
We expect gross profit margin to remain variable from period to period as a result of shifts
in product mix among full service, sample only, business-to-business, healthcare and projects
requiring outside sample, which product mix remains largely unpredictable. Additionally, gross
profit will be affected by the timing and amount of comparison shopping revenue recognized in each
period. We believe our Internet survey solutions margins could experience downward pressure as a
result of the increasingly competitive environment and the resulting pricing pressure in the
Internet survey solutions segment. However, this impact could be reduced or offset by the high
gross margin in the faster growing comparison shopping segment as the comparison shopping segments
net revenues become a greater proportion of our consolidated revenues.
18
Selling, General and Administrative.
Selling, general and administrative expenses for the
three months ended March 31, 2008 were $20.9 million, compared to $12.9 million for the same period
in the prior year, an increase of $8.0 million, or 61.3%. Fluctuations in currency rates increased
selling, general and administrative expenses by approximately $0.9 million. Selling, general and
administrative expenses increased primarily as a result of costs incurred in connection with
investigating and defending against the class action lawsuit of $3.1 million, the litigation
settlement charge of $2.0 million, increased compensation costs of approximately $0.7 million,
higher facility and lease costs of approximately $0.6 million and increased advertising and
promotion costs of approximately $0.5 million.
Selling expenses increased approximately $0.4 million for the three months ended March 31,
2008, primarily related to personnel costs including commissions and stock-based compensation.
Advertising and promotion costs increased approximately $0.5 million for the three months
ended March 31, 2008, primarily related to advertising and marketing programs associated with our
comparison shopping business, and to a lesser extent to higher marketing costs in our Internet
survey solutions businesses.
General and administrative expenses increased approximately $6.2 million for the three months
ended March 31, 2008, primarily as a result of the investigation and litigation costs of $3.1
million, the litigation settlement charge of $2.0 million, higher facilities costs of approximately
$0.6 million and higher personnel costs of approximately $0.5 million.
Personnel costs associated with general and administrative expenses increased approximately
$0.5 million for the three months ended March 31, 2008, primarily as a result of increased
personnel compensation costs, increased stock-based compensation and increased benefit costs,
offset slightly by reduced travel and entertainment costs.
Selling, general and administrative expenses as a percentage of net revenues increased to
67.7% for the three months ended March 31, 2008 from 47.3% of net revenues for the three months
ended March 31, 2007. The additional litigation and investigation costs accounted for approximately
ten percentage points of this increase, the litigation settlement charge accounted for
approximately six percentage points of the increase and currency rate fluctuations accounted for approximately
three percentage points of the increase. In the near term, except for the impact of further
litigation costs, we expect selling, general and administrative expenses as a percentage of net
revenues to decline as revenues increase during the year.
Panel Expense.
Panel expense was $0.8 million for the three months ended March 31, 2008,
compared to $1.0 million for the three months ended March 31, 2007, a decrease of $0.2 million, or
22.5%. Fluctuations in currency rates were immaterial in panel acquisition expenses in the current
period. Panel expense decreased primarily as a result of our increased use of our Real-Time
Sampling capability to obtain respondent data, resulting in lower production demand placed upon our
panels. As noted in our discussion regarding gross profit, we experienced an increase in our
Real-Time Sampling expense as a result of this production shift.
Panel expense was 2.6% of net revenues for the three months ended March 31, 2008 and 3.8% for
the three months ended March 31, 2007. Except for the effects of amortization costs of acquired
panel members, we expect our panel acquisition costs to remain variable from period to period as a
percentage of revenues as we continue to utilize our Real-Time Sampling capabilities to supplement
our panel production, and we strategically expand the breadth and depth of our Internet panels in
Europe, Latin America, Asia, Eastern Europe and North America and as we develop new panels in
Europe for use with our Unified Panel System.
Depreciation and Amortization.
Depreciation and amortization expenses (excluding amortization
included in Cost of revenues and Panel expense) for the three months ended March 31, 2008 were
$2.3 million, compared to $2.2 million for the three months ended March 31, 2007, an increase of
$0.1 million, or 6.9%. Fluctuations in currency rates increased depreciation and amortization
expenses by approximately $0.2 million. Depreciation and amortization remained relatively flat as a
result of certain software applications and certain of the amortizable intangible assets acquired
as a result of our prior acquisitions in late 2004 and early 2005, had become fully amortized. This
reduction was offset by increased amortization related to our higher capital expenditures,
including higher capital expenditures related to internal use software, which has a shorter
estimated useful life than other capital expenditures. The internal use software expenditures
relate primarily to:
19
|
i)
|
|
the continuing development of our Unified Panel System, our Survey Management
System, and other Internet survey solutions operating systems in North America;
|
|
|
ii)
|
|
the expansion of our North American Internet survey solutions operating systems
to a worldwide enterprise system; and,
|
|
|
iii)
|
|
ongoing enhancements and software re-engineering in our comparison shopping
segments operating systems.
|
In the near-term, we expect acquisition-related amortization to continue to decline, but to be
offset by increased depreciation and amortization related to the internal use software development
and expanding infrastructure needed to support growth in our comparison shopping and Internet
survey solutions segments.
Research and Development.
Research and development expenses for the three months ended March
31, 2008 were $1.1 million, compared to $1.1 million for the three months ended March 31, 2007.
Fluctuations in currency rates increased research and development expenses by $0.1 million in the
current period. Research and development expenses decreased slightly as a result of lower
compensation costs primarily in our North American operating segment. This decrease was offset by
increased research and development staff in our European businesses due primarily to the increased
growth in our comparison shopping segment and additional personnel required to operate the separate
businesses post bifurcation and as we continue to integrate and develop new software applications
to automate manual processes in our Internet survey solutions operating environment in both our
North American and Ciao Internet survey solutions business platforms. Further, we expect to
increase spending on research and development in our comparison shopping segment in order to
improve scalability of our infrastructure and enhance the content and user experience on our
comparison shopping websites. We expect research and development expenses to increase in the future
as we continue on the path of automating, evolving and improving our internal technologies.
Other Income, Net.
Other income, net remained relatively flat for the three months ended
March 31, 2008 when compared to the same period in the prior year. Other income, net increased by
$0.2 million due to higher interest income as a result of higher invested cash, and decreased by
$0.2 million due primarily to the effects of currency rate changes on transactions denominated in
currencies other than the recording currency of the environment where our subsidiaries operate.
(Benefit) Provision for Income Taxes.
We recorded an income tax benefit of approximately
$0.8 million for the three months ended March 31, 2008, compared to an income tax provision of
$1.2 million for the three months ended March 31, 2007. The
decrease in the tax provision primarily resulted
from the favorable tax effect of the litigation and investigation costs and the litigation
settlement charge incurred during the three months ended March 31, 2008.
Net (Loss) Income.
Our net loss for the three months ended March 31, 2008 was $0.1 million,
compared to net income of $2.0 million for the three months ended March 31, 2007. The decrease in
net income was primarily the result of the litigation and investigation costs and the litigation
settlement charge, partially offset by our increased revenues and resulting operating profit,
primarily in our comparison shopping segment. Net loss available to common stockholders for the
three months ended March 31, 2008 was (zero) $0.00 per share for basic and diluted, as compared to
net income of $0.08 per share for basic and $0.07 per share for diluted for the three months ended
March 31, 2007.
North American Segment Results
The following table sets forth the results of our North American Internet survey solutions
segment based on the amounts and percentage relationship of the items listed to gross segment
revenues for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2008
|
|
%
|
|
2007
|
|
%
|
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
Gross segment revenues
|
|
$
|
15,010
|
|
|
|
100.0
|
%
|
|
$
|
15,587
|
|
|
|
100.0
|
%
|
Segment operating income
|
|
|
2,650
|
|
|
|
17.7
|
|
|
|
2,839
|
|
|
|
18.2
|
|
20
Gross Segment Revenues.
Gross segment revenues for the three months ended March 31, 2008 were
$15.0 million, compared to $15.6 million for the three months ended March 31, 2007, a decrease of
$0.6 million, or 3.7%. Gross segment revenues decreased primarily as a result of lower than
anticipated client spending in the United States and to a lesser extent to continued pricing
pressure.
Segment Operating Income.
Segment operating income for the three months ended March 31, 2008
was $2.6 million, compared to $2.8 million for the three months ended March 31, 2007, a decrease of
$0.2 million or 6.7%. Segment operating income decreased primarily as a result of decreased
revenues, partially offset by decreased costs, primarily in the areas of selling, marketing and
business development teams, and lower consulting costs.
Ciao Internet Survey Solutions Segment Results
The following table sets forth the results of our Ciao Internet survey solutions operating
segment based on the amounts and percentage relationship of the items listed to gross segment
revenues for the period presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2008
|
|
%
|
|
2007
|
|
%
|
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
Gross segment revenues
|
|
$
|
6,835
|
|
|
|
100.0
|
%
|
|
$
|
6,741
|
|
|
|
100.0
|
%
|
Segment operating income
|
|
|
1,428
|
|
|
|
20.9
|
|
|
|
1,863
|
|
|
|
27.6
|
|
Gross Segment Revenues.
Gross segment revenues for the three months ended March 31, 2008 were
$6.8 million, compared to $6.7 million for the three months ended March 31, 2007, an increase of
$0.1 million or 1.4%. Fluctuations in currency rates increased gross segment revenues by
approximately $0.6 million. The decrease in gross segment revenues was due primarily to lower than
anticipated client spending across Europe, and to a lesser extent to continued pricing pressure and
increased competition.
Segment Operating Income.
Segment operating income for the three months ended March 31, 2008
was $1.4 million, compared to $1.9 million for the three months ended March 31, 2007, a decrease of
$0.4 million or 23.3%. Fluctuations in currency rates increased segment operating income by
approximately $0.1 million. Segment operating income decreased due primarily to lower revenues
after providing for the effects of currency rate fluctuations, and the increased use of outside
sample, increased facility and leasing costs and increased marketing and administrative costs,
partially offset by reduced incentive costs and decreased panel expense.
Ciao Comparison Shopping Segment Results
The following table sets forth the results of our Ciao comparison shopping operating segment
based on the amounts and percentage relationship of the items listed to gross segment revenues for
the period presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2008
|
|
%
|
|
2007
|
|
%
|
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
Gross segment revenues
|
|
$
|
11,022
|
|
|
|
100.0
|
%
|
|
$
|
6,760
|
|
|
|
100.0
|
%
|
Segment operating income
|
|
|
5,911
|
|
|
|
53.6
|
|
|
|
3,983
|
|
|
|
58.9
|
|
Gross Segment Revenues.
Gross segment revenues for the three months ended March 31, 2008 were
$11.0 million, compared to $6.8 million for the three months ended March 31, 2007, an increase of
$4.2 million or 63.0%. Fluctuations in currency rates increased gross segment revenues by
approximately $1.2 million. Gross segment revenues increased primarily as a result of increased
traffic visitation by unique visitors, improved site content, increases in conversion rates of
visitors to click-throughs, expanded product catalogs, increased merchant relationships and
improved product search capabilities as well as growth in the core e-Commerce markets in Europe.
Additionally, beginning in May 2007, effective with the completion of the separation of the
European businesses, the Ciao comparison shopping segment began selling panelists to the Ciao
Internet survey solutions segment.
Segment Operating Income.
Segment operating income for the three months ended March 31, 2008
was $5.9 million, compared to $4.0 million for the three months ended March 31, 2007, an increase
of $1.9 million or
21
48.4%. Fluctuations in currency rates increased segment operating income by
approximately $0.5 million. Segment
operating income increased primarily as a result of the additional revenue growth noted above
in conjunction with the high operating leverage in this segment, slightly offset by our decision to
explore the development of a Ciao comparison shopping engine in the United States and higher
advertising and marketing costs.
Liquidity and Capital Resources
The following table summarizes our cash flows for each of the three months ended March 31,
2008 and 2007 as reported in our consolidated statements of cash flows in the accompanying
Consolidated Financial Statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
|
Net cash provided by operating activities
|
|
$
|
6,046
|
|
|
$
|
6,374
|
|
|
$
|
(328
|
)
|
Net cash used in investing activities
|
|
|
(34,033
|
)
|
|
|
(6,932
|
)
|
|
|
(27,101
|
)
|
Net cash provided by (used in) financing activities
|
|
|
62
|
|
|
|
694
|
|
|
|
(632
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
1,506
|
|
|
|
62
|
|
|
|
1,444
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents
|
|
|
(26,419
|
)
|
|
|
198
|
|
|
|
(26,617
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
57,949
|
|
|
|
20,873
|
|
|
|
37,076
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
31,530
|
|
|
$
|
21,071
|
|
|
$
|
10,459
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes our cash, cash equivalents and investments in marketable
securities as of March 31, 2008 and December 31, 2007, as reported in our consolidated balance
sheet in the accompanying Consolidated Financial Statements:
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
As of
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
($ in thousands)
|
|
Cash and cash equivalents
|
|
$
|
31,530
|
|
|
$
|
57,949
|
|
Investments in marketable securities
|
|
|
33,435
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash, cash equivalents and investments in marketable securities
|
|
$
|
64,965
|
|
|
$
|
57,949
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities for the three months ended March 31, 2008 was $6.0
million, compared to $6.4 million for the three months ended March 31, 2007. The decrease in cash
flow from operating activities was primarily attributable to higher tax payments in the current
period primarily associated with our German subsidiaries, and reductions of current and long-term
liabilities, offset by reductions in accounts receivable.
Net cash used in investing activities was $34.0 million for the three months ended March 31,
2008 compared to $6.9 million for the three months ended March 31, 2007. The increase in cash used
by investing activities was primarily due to the increase in the net investments in marketable
securities of our excess cash, and to a lesser extent to higher capital expenditures in the current
year period.
Net cash provided by financing activities was $0.1 million for the three months ended March
31, 2008 compared to $0.7 million for the three months ended March 31, 2007. The decrease in net
cash provided by financing activities was primarily due lower proceeds from stock option exercises
in the current year period.
Our working capital at March 31, 2008 was $63.0 million, compared to $64.6 million at December
31, 2007, a decrease of $1.6 million, which is primarily the result of the litigation and
investigation costs of $3.1 million and the litigation settlement charge of $2.0 million.
At March 31, 2008 and December 31, 2007, we did not have any relationships with unconsolidated
entities or financial partnerships, such as entities often referred to as structured finance or
special purpose entities, which would have been established for the purpose of facilitating
off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are
not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged
in such relationships.
22
During the three months ended March 31, 2008, we incurred capital expenditures of $2.1
million, of which $1.3 million and $0.8 million is related to Internet survey solutions and
comparison shopping, respectively. These capital expenditures are primarily for developing internal
use software for our Internet survey solutions and comparison shopping businesses as well as for
adding computer and networking capacity in North America and Europe. Due to the bifurcation of the
European business into separate businesses, we anticipate that we will increase our capital
expenditures over the near-term as certain redundant systems and platforms may need to be created
in order to operate as separate businesses. These capital expenditures were primarily for
developing internal use software for our Internet survey solutions and comparison shopping
businesses as well as for adding computer and networking capacity. These capital expenditures were
funded by our cash flow from operations, and we expect to continue to fund these capital
expenditures by cash flow from operations. For fiscal 2008, we expect capital expenditures to total
approximately $9 to $11 million.
Contractual Cash Obligations and Other Commercial Commitments and Contingencies
There were no material changes outside the ordinary course of business in our contractual
obligations during the three months ended March 31, 2008. The following table summarizes our
contractual obligations at March 31, 2008 and the effect such obligations are expected to have on
our liquidity and cash flow in future periods (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total at
|
|
|
Years Ended December 31,
|
|
|
|
March 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 and
|
|
|
|
2008
|
|
|
2008 (1)
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
Thereafter
|
|
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital lease obligations
|
|
$
|
18
|
|
|
$
|
11
|
|
|
$
|
7
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Non-cancelable operating lease
obligations *
|
|
|
12,865
|
|
|
|
4,746
|
|
|
|
4,122
|
|
|
|
2,057
|
|
|
|
1,117
|
|
|
|
595
|
|
|
|
228
|
|
Severance commitments **
|
|
|
84
|
|
|
|
84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Litigation settlement charge, net ***
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities
|
|
|
594
|
|
|
|
72
|
|
|
|
319
|
|
|
|
104
|
|
|
|
99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual cash obligations
|
|
$
|
15,561
|
|
|
$
|
6,913
|
|
|
$
|
4,448
|
|
|
$
|
2,161
|
|
|
$
|
1,216
|
|
|
$
|
595
|
|
|
$
|
228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Includes only the remaining nine months of the year ending December 31, 2008.
|
|
*
|
|
Amounts for the remaining nine months ending December 31, 2008 and the year ending
December 31, 2009 have been reduced by approximately $249,000 and $250,000, respectively for
rental payments that we expect to receive under sub-lease agreements.
|
|
**
|
|
These severance commitments are associated with the departure of a senior management member
in the fourth quarter of 2007.
|
|
***
|
|
The litigation settlement charge, net reflects a $4.0 million commitment by the Company,
offset by an anticipated $2.0 million receivable from our insurance carriers. We expect to
pay the $4.0 million to the plaintiffs during the latter half of 2008, and expect to receive
the reimbursement from our insurance carriers by the end of 2008. See Costs Associated with
Pending Class Action Lawsuit below.
|
We adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, on January 1, 2007. The
amount of unrecognized tax benefits at March 31, 2008 is approximately $1.6 million. This amount
has been excluded from the contractual obligations table because we are unable to reasonably
predict the timing of future tax settlements.
Based on our current level of operations and anticipated growth, we believe that cash
generated from operations will be adequate to fund our working capital and other capital
expenditure requirements through the next twelve months, although no assurance can be given in this
regard. We believe we are more likely than not to realize our domestic and certain of our foreign
deferred tax assets in the future, which could result in a reduction of our tax obligations in the
future, although no assurance can be given in this regard. Poor financial results, unanticipated
expenses, acquisitions of technologies, businesses or assets or strategic investments could give
rise to additional
23
financing requirements sooner than we expect. There can be no assurance that equity or debt
financing will be available to us when we need it or, if available, that the terms will be
satisfactory to us and not dilutive to our then-current stockholders.
Costs Associated with Pending Class Action Lawsuit
In July and August 2007, two putative federal securities law class actions were filed in the
United States District Court for the District of Connecticut on behalf of persons who purchased our
stock between February 9, 2005 and September 30, 2005. A consolidated amended complaint was filed
on January 22, 2008 (the Amended Complaint), and on April 3, 2008, the Company and each of the
individual defendants filed a motion to dismiss the Amended Complaint in its entirety.
In February 2008, in response to the allegations in the Amended Complaint, the Audit Committee
of the Companys Board of Directors initiated an investigation and engaged independent outside
legal counsel to assist therewith. During the three months ended March 31, 2008, we incurred
approximately $3.1 million in fees and costs associated with the Audit Committees investigation
and our defense against the Amended Complaint.
On May 7, 2008, the Company and the individual defendants reached an agreement in principle to
settle the class action lawsuit in the matter entitled
Plumbers & Pipefitters Local Union No. 630
Pension Annuity Trust v. Greenfield Online, Inc., et al. Docket No. 07-cv-1118 (VLB)
. The Company
has determined that it is beneficial to enter into the proposed settlement in order to avoid costly
and time consuming litigation. The terms of the settlement, which contain no admission of any
liability or wrongdoing on the part of any defendant, are subject to the completion of confirmatory
discovery by plaintiffs counsel, the negotiation of definitive documentation and approval by the
court, and includes a probable cash payment by the Company of $4.0 million that is expected to be made to
the plaintiffs during 2008. The Company anticipates that one-half of the settlement payment will be
funded by insurance proceeds. The balance of the costs of settlement will be borne by the Company.
Once approved, the Company believes the settlement will resolve all class action litigation pending
against the Company, as well as its former and current officers. As a result of this agreement in
principle, the Company recorded a one-time pre-tax net charge of $2.0 million for the quarter ended
March 31, 2008.
The
proposed settlement described above is subject to court approval and
the occurrence of other events.
Accordingly, there can be no assurance that a final settlement will ultimately be achieved on the
terms described above, if at all. In the event that a settlement is not finalized, the Company
intends to defend against the allegations contained in the class action lawsuit.
24
Item 3: Quantitative and Qualitative Disclosures About Market Risk
We operate primarily in the United States and Europe, and our business is expanding
internationally. As a result we are exposed to certain market risks that arise in the normal course
of business, including fluctuations in interest rates and currency exchange rates, primarily
changes in the U.S. Dollar to Euro exchange rate. These risks are not expected to be material.
However, no assurance can be given that such risks will not become material. While we have not used
derivative financial instruments in the past, we may, on occasion, use them in the future in order
to manage or reduce these risks. We do not expect to enter into derivative or other financial
instruments for trading or speculative purposes.
Item 4: Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
We performed an evaluation under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer (together, our Certifying
Officers), of the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) of the Securities and Exchange Act of 1934, as amended).
Based on their evaluation, as of the end of the period covered by this Quarterly Report, our
Certifying Officers concluded that our disclosure controls and procedures are effective in
providing reasonable assurance that information required to be disclosed by us in our periodic
reports filed with the Securities and Exchange Commission is recorded, processed, summarized and
reported within the time periods specified by the Securities and Exchange Commissions rules and
forms relating to Greenfield Online, Inc., including our consolidated subsidiaries and was
accumulated and communicated to our management, including our Certifying Officers, or persons
performing similar functions as appropriate, to allow timely decisions regarding disclosure.
(b) Change in Internal Controls
There has been no change in our internal control over financial reporting that occurred during
the period covered by this Quarterly Report that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.
25
PART II OTHER INFORMATION
Item 1. Legal Proceedings
In July and August 2007, two putative federal securities law class actions were filed in the
United States District Court for the District of Connecticut on behalf of persons who purchased our
stock between February 9, 2005 and September 30, 2005. A consolidated amended complaint was filed
on January 22, 2008 (the Amended Complaint), and on April 3, 2008 the Company and each of the
individual defendants filed a motion to dismiss the Amended Complaint in its entirety.
The Amended Complaint asserts claims pursuant to Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, against the Company, our Executive
Vice President and Chief Financial Officer and our former President and Chief Executive Officer.
These claims are related to statements the Company made on August 9, 2005 and September 29, 2005
regarding its financial projections for fiscal year 2005. Specifically the Amended Complaint
alleges, among other things, that the financial statements were materially false and misleading
because (1) they misrepresented the size of our online panel and (2) they failed to disclose that
the Company was engaged in improper accounting practices.
In February 2008, in response to the allegations in the Amended Complaint, the Audit Committee
of the Companys Board of Directors initiated an investigation and engaged independent outside
legal counsel to assist therewith. The Audit Committees investigation has been completed and did
not reveal any evidence that the Company had misrepresented the size of our online panel. However,
the investigation did reveal evidence that certain Company employees engaged in inappropriate
activity that was inconsistent with the Companys revenue recognition policies for certain
transactions. This activity resulted in accounting errors that affected the Companys previously
reported financial statements. We have quantified the impact of these errors on our previously
reported financial statements and concluded that such errors misstated net income by less than 1%
for each of the three years ended December 31, 2005, 2006 and 2007. The Company has concluded such
errors are inconsequential to such annual financial statements. Nevertheless, we intend to
implement a remediation plan that will include additional training and other appropriate remedial
actions in response to the findings.
We
have incurred and will continue to incur costs with respect to the litigation described above as well as costs associated with the investigations we
made into the conduct alleged in the Amended Complaint. During the three months ended March 31,
2008, we incurred $3.1 million of fees and costs in connection with the Audit Committees
investigation and our defense against the Amended Complaint.
On May 7, 2008, the Company and the individual defendants reached an agreement in principle to
settle the class action lawsuit in the matter entitled
Plumbers & Pipefitters Local Union No. 630
Pension Annuity Trust v. Greenfield Online, Inc., et al. Docket No. 07-cv-1118 (VLB)
. The Company
has determined that it is beneficial to enter into the proposed settlement in order to avoid costly
and time consuming litigation. The terms of the settlement, which contain no admission of any
liability or wrongdoing on the part of any defendant, are subject to the completion of confirmatory
discovery by plaintiffs counsel, the negotiation of definitive documentation and approval by the
court, and includes a probable cash payment by the Company of $4.0 million that is expected to be made to
the plaintiffs during 2008. The Company anticipates that one-half of the settlement payment will be
funded by insurance proceeds. The balance of the costs of settlement will be borne by the Company.
Once approved, the Company believes the settlement will resolve all class action litigation pending
against the Company, as well as its former and current officers. As a result of this agreement in
principle, the Company recorded a one-time pre-tax net charge of $2.0 million for the quarter ended
March 31, 2008.
The
proposed settlement described above is subject to court approval and
the occurrence of other events.
Accordingly, there can be no assurance that a final settlement will ultimately be achieved on the
terms described above, if at all.
26
In the event that a settlement is not finalized, the Company intends to defend against the
allegations contained in the class action lawsuit.
Item 1A. Risk Factors
Our Annual Report on Form 10-K for the year ended December 31, 2007, includes a detailed
discussion of our risk factors. The risks described in our Form 10-K are not the only risks facing
us. Additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial condition and/or operating
results. The information set forth below updates and should be read in conjunction with the risk
factors disclosed in Item 1A of Part 1 of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2007.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report contains forward-looking statements for purposes of the safe harbor
provisions of The Private Securities Litigation Reform Act of 1995. Such statements involve risks
and uncertainties. All statements other than statements of historical facts contained herein,
including statements of our expectations regarding Internet survey solutions revenue, selling,
general and administrative expenses, profitability, financial position and performance, business
strategy and plans and objectives of management for future operations, services and products, are
forward-looking statements. The words believe, may, will, estimate, continue,
anticipate, intend, expect and similar expressions, as they relate to us, typically identify
forward-looking statements. We have based these forward-looking statements largely on our current
expectations and projections about future events and financial trends that we believe may affect
our financial condition, results of operations, business strategy and financial needs. These
forward-looking statements are subject to a number of risks, uncertainties and assumptions that
could cause actual results to differ materially from those in the forward looking statements. Such
risk, uncertainties and assumptions are described in the Risk Factors section included in our
Annual Report on Form 10-K for the year ended December 31, 2007 and this Quarterly Report,
including, among other things:
|
|
|
risks relating to securities class action lawsuits pending against us and some of our
current and former officers and our ability to complete the proposed settlement and recover
insurance proceeds related thereto;
|
|
|
|
|
risks related to the success of new business initiatives, including the expansion of
our Ciao comparison shopping business to the United States;
|
|
|
|
|
our ability in the United States to attract community members to our Ciao comparison
shopping portals and the resulting content they generate in the form of product and
merchant reviews, and our ability to attract merchants in the United States;
|
|
|
|
|
risks related to the separation of our Ciao Internet survey solutions and comparison
shopping businesses;
|
|
|
|
|
the growing competitiveness of our marketplace and our ability to compete therein;
|
|
|
|
|
risks related to foreign currency rate fluctuations;
|
|
|
|
|
our ability to develop and deploy new technologies;
|
|
|
|
|
risks related to our reliance on search engine algorithm optimization to generate
internet traffic;
|
|
|
|
|
our client satisfaction levels;
|
|
|
|
|
our ability to build and maintain the size and demographic composition of the
Greenfield Online panel;
|
|
|
|
|
our panelists responsiveness to our surveys;
|
27
|
|
|
issues related to the development, success and client acceptance of our Real-Time
Sampling
®
methodology for recruiting survey takers on the Internet;
|
|
|
|
|
our ability to attract and maintain affiliates in our affiliate network supplying
Real-Time Sampling respondents;
|
|
|
|
|
our ability to accurately predict future revenue levels and our ability to manage
expenses commensurate with such revenue levels;
|
|
|
|
|
our ability to manage pricing pressure in North America and Europe;
|
|
|
|
|
our reliance on our largest customers;
|
|
|
|
|
our ability to manage or accelerate our growth and international expansion;
|
|
|
|
|
our ability to restore and sustain sales growth in our European survey business;
|
|
|
|
|
our ability to integrate successfully the businesses we may acquire in the future;
|
|
|
|
|
the seasonality of demand for Internet survey solutions and comparison shopping
services; and
|
|
|
|
|
the strength of our brands.
|
These risks are not exhaustive. Other sections of this Quarterly Report include additional
factors, which could adversely impact our business and financial performance. Moreover, we operate
in a very competitive and rapidly changing environment. New risk factors emerge from time to time
and it is not possible for us to predict all risk factors, nor can we assess the impact of all
factors on our business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any forward-looking statements. We
assume no obligation to update any forward-looking statements after the date of this report as a
result of new information, future events or developments, except as required by federal securities
laws.
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.
28
Item 6. Exhibits
Exhibits
|
|
|
Exhibit No.
|
|
Description of Exhibits
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Filed herewith).
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Filed herewith).
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350 (Filed herewith).
|
|
|
|
32.2
|
|
Certifications of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350 (Filed herewith).
|
29
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
|
|
GREENFIELD ONLINE, INC.
|
|
|
By:
|
/s/ Robert E. Bies
|
|
|
|
Robert E. Bies
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
Dated: May 9, 2008
30
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description of Exhibits
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Filed herewith).
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Filed herewith).
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350 (Filed herewith).
|
|
|
|
32.2
|
|
Certifications of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350 (Filed herewith).
|
31
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