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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
For Annual and Transition Reports Pursuant to
Sections 13 or 15(d)
of the Securities Exchange Act of 1934
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(Mark One) |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2004 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 001-31555
Interactive Data Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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13-3668779 |
(State or other jurisdiction of |
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(I.R.S. Employer |
Incorporation or organization) |
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Identification No.) |
22 Crosby Drive
Bedford, Massachusetts 01730
(Address of principal executive offices)
Registrants telephone number, including area code:
(781) 687-8800
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
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Name of Each Exchange on Which Registered |
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common stock, $.01 par value per share |
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the
Act: None
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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K. o
Indicate by check whether the registrant is an accelerated filer
(as defined in Exchange Act
Rule 12b-2). Yes þ No o
The aggregate market value of the registrants voting and
nonvoting common stock held by non-affiliates (without admitting
that any person whose shares are not included in such
calculation is an affiliate for any other purpose) computed by
reference to the price at which the common stock was last sold,
as of the last business day of the registrants most
recently completed second fiscal quarter was $600,889,834.
As of February 28, 2005, the registrant had
93,353,899 shares of common stock outstanding.
Documents Incorporated by Reference
Certain information required in Part III of this Annual
Report on Form 10-K is incorporated by reference from
the registrants Proxy Statement for the Annual Meeting of
Stockholders to be held on May 19, 2005.
TABLE OF CONTENTS
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PART I
Overview
We are a leading global provider of financial and business
information to financial institutions and active traders. We
offer our services to our customers through two business
segments: Institutional Services and Active Trader Services.
For service revenue, income from operations and identifiable
assets and their relevant percentages for each of our segments,
and service revenue and long-lived assets by geographic region,
please refer to Note 13 in the Notes to the Consolidated
Financial Statements in Item 8 of this Annual Report on Form
10-K.
The Institutional Services segment of our business primarily
targets banks, brokerage firms, mutual fund companies, insurance
companies, money management firms, financial information
providers, and other third-party redistribution partners by
providing services that may be used in determining portfolio and
individual security valuations, processing transactions,
preparing account statements and other reports, addressing
regulatory compliance requirements, and conducting investment
research and analysis. The Institutional Services segment is
composed of three businesses:
FT Interactive Data. Through our FT Interactive Data
business, institutional customers obtain historical and
end-of-day pricing, evaluations, dividend, corporate actions and
descriptive information for approximately 3.5 million
securities, commodities, and derivative instruments that are
traded around the world. Financial institutions regard these
services as critical to their business activities including
portfolio and security valuations, processing transactions,
regulatory compliance, back-office operations, and researching
investment decisions for determining whether and when to buy and
sell securities. We collect, edit, generate, maintain, and
deliver data on a wide range of equity and fixed income
securities, commodities, and derivative instruments in order to
meet the information needs of our institutional customers.
CMS BondEdge. Through our CMS BondEdge business, fixed
income portfolio managers, quantitative research analysts and
institutional brokers use sophisticated analytics for
risk/return analysis, assistance with their regulatory reporting
and investment decision evaluation.
ComStock®. Through our ComStock business, financial
institutions, financial information providers and information
media companies obtain real-time and delayed financial market
information covering more than 2 million securities
including equities, derivatives, futures, fixed income
securities and foreign exchange rates sourced from over 350
stock exchanges and other sources worldwide.
The Active Trader Services segment of our business (formerly
referred to in our periodic reports as the Retail Services
segment) targets active traders, which includes individual
investors and professional traders. We elected to change the
name of this segment from Retail to Active Trader because we
believe the name, Active Trader, more accurately describes the
customer base for our real-time financial market information and
related decision support tools. Active traders typically make
their own investment decisions, trade frequently and earn a
substantial portion of their income from trading. The Active
Trader Services segment is composed of one business:
eSignal®. Through our eSignal business, active
traders and individual investors obtain real-time financial
market information and utilize decision support tools to assist
in their analysis of securities traded on all major markets in
the United States as well as a number of international markets.
Across each of our businesses, regardless of business segment,
many of our services are provided on a flat fee subscription
basis; others are provided on a usage basis, and some are a
combination of a flat minimum fee
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with additional amounts charged for usage above an established
level. We have historically achieved high customer retention
rates, particularly from our institutional client base. Through
a broad range of business alliances, many of the worlds
best-known financial service and software companies access our
services in support of their trading, analysis, portfolio
management and valuation activities. At the core of our business
are our customer relationships, business alliances, extensive
databases, in-depth services, technical know-how and technology
infrastructure resources.
Interactive Data Corporation was incorporated in 1992 under the
laws of the state of Delaware. On February 29, 2000, Data
Broadcasting Corporation merged with Interactive Data
Corporation. This merger brought together the businesses of Data
Broadcasting Corporation, which included the eSignal and CMS
BondEdge businesses, with the historical and end-of-day pricing,
evaluation and information businesses now known as FT
Interactive Data. The core FT Interactive Data business has been
in the financial data business for over 35 years.
Since this merger, we have continued to evaluate acquisition
candidates with technologies, capabilities, service offerings
and customer relationships that complement our core strengths
and add to our established businesses. In 2002, we acquired
certain assets from Merrill Lynch, Pierce, Fenner &
Smith Incorporated used in its Securities Pricing Service
business. In 2003, we acquired from The McGraw-Hill Companies,
Inc. the stock of S&P ComStock, Inc., and the non-US assets
of certain related businesses in the United Kingdom, France,
Australia, Singapore and Hong Kong, collectively referred to as
ComStock, enabling us to provide real-time information regarding
securities traded around the world to our institutional clients.
In 2003, we also acquired the client base of HyperFeed
Technologies, Inc., through which we expanded the client base
for our ComStock services. In September 2004, we acquired the
assets of FutureSource®, LLC, and its subsidiaries, or
FutureSource, a leading provider of real-time futures and
commodities data, which we believe further complements and
expands eSignals business of providing real-time financial
market information and decision support tools.
Market for Financial Data
To support the numerous complex tasks they perform, financial
institutions typically require timely delivery of high-quality
data obtained from multiple sources. Among other things, data
obtained from external data vendors like us is used:
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As input to be considered as part of a determination of the
valuation of individual securities held in an investment
portfolio. The valuation of such securities is important for
mutual funds, pension funds, and money managers. For example,
each US mutual fund has a regulatory obligation to determine the
funds net asset value each trading day. The net asset
value is used to set the price per share for all investments
into and redemptions from that mutual fund for that day. While
we do not and, as a regulatory matter, cannot set mutual fund
net asset values, many mutual funds consider our data as one
important part of their own daily valuation determinations. |
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In support of back office operations. Financial
institutions require trading activity information in order to
settle purchases and sales of securities and to prepare account
statements for themselves and their clients. In addition,
financial institutions may utilize securities information
provided by third parties for consideration as they perform the
activities required to meet the various regulatory requirements
to which they are subject. We believe that the importance of
these services will continue to increase as regulatory
requirements expand and as the financial services industry moves
toward faster and more automated settlement processing. |
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In research as an aid for determining whether and when to buy
and sell securities. Retail brokerage firms, investment
management firms, banks, and other types of financial services
firms desire both real-time and historical data to assist in
their investment decisions. Our data is one of many inputs that
may be considered as part of the ongoing research and investment
activities of financial institutions and other entities in the
business of investment research and analytics. |
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Active traders utilize real-time data and analytical tools from
external data vendors like us for the following:
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In research as an aid for determining whether and when to buy
and sell securities. Active traders use real-time and
historical data to assist in their investment decisions. Our
data and analytical tools are used by active traders to help
formulate, validate and execute their trading strategies. |
Market Challenges
Regardless of business segment, and across each of our
businesses, there are numerous challenges associated with
obtaining, aggregating, storing, evaluating and distributing
financial and business information regarding globally traded
securities. These challenges include:
Infrequently Traded Securities. Many securities,
particularly fixed income securities, are difficult to value
because they trade infrequently. The generation and delivery of
these opinions of value represent a significant market within
the financial services industry.
Aggregation of Multiple Sources. The information required
by financial institutions comes from many sources, including
securities exchanges and other financial markets in North
America, Europe, Asia Pacific and elsewhere in the world.
Aggregating this data requires establishing relationships with
each of these sources to acquire this data in order to create a
global technical infrastructure capable of collecting the source
data and incorporating the source data into a uniform data
structure.
Reliability. The distance, speed and volume of data moved
on a daily basis creates significant operational, financial and
quality challenges. Identifying and minimizing source or other
errors in reporting, collecting, aggregating, storing and
distributing financial information is a unique challenge.
Know-how. Extensive expertise and technical know-how
regarding the financial data industry are required to
effectively obtain, store, evaluate and distribute the volume
and diversity of financial and business information needed to
operate in the financial services industry. The expertise and
know-how required are highly-specialized, diffuse and are not
readily obtainable or transferable.
To assist in addressing these challenges, financial services
industry participants commonly purchase services from companies
that specialize in providing financial and business information
to multiple customers in a cost-effective manner.
Services
We offer our services to two primary business markets, financial
institutions and active traders. Our businesses address the
requirements of both financial institutions and active traders
by reliably providing timely information regarding a broad
spectrum of securities. We have established relationships with
numerous key domestic and international financial markets and
data providers to obtain the source data. We have developed
proprietary methods of receiving and packaging the source data,
and we utilize proprietary methodologies to offer evaluated
prices for certain fixed income and international equity
securities. We employ teams of professionals who work to enhance
the quality and completeness of the data that we deliver to our
customers. In most cases, we also use our proprietary techniques
and extensive data expertise to refine and package the data
prior to delivering it to customers. We target financial
institutions and active traders through our Institutional
Services and Active Trader Services segments, respectively.
Our FT Interactive Data, CMS BondEdge and ComStock businesses
service the informational needs of financial institutions.
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FT Interactive Data is our largest business, accounting for
$320.8 million, or 66.2%, of our service revenue in 2004.
Services delivered by FT Interactive Data provide financial
institutions with information on approximately 3.5 million
securities, commodities, and derivative instruments that are
traded around the world. In addition to information concerning
listed securities, FT Interactive Data specializes in hard to
value, unlisted fixed income securities and hard to obtain
information from emerging markets.
FT Interactive Data covers approximately 2.5 million
unexpired fixed income securities, including:
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corporate, government, municipal and agency fixed income
securities, pass-through securities and structured finance
securities issued by North American issuers; and |
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convertibles, debentures, Eurobonds, government and corporate
bonds and loan capital issued by foreign issuers. |
FT Interactive Datas proprietary evaluated pricing
methodologies combine modeling techniques, information from
market sources and a team of skilled evaluators to take account
of market conditions and specific price-impacting events in
order to provide a good faith opinion of the price a buyer in
the marketplace would pay for a given fixed income security
(typically in an institutional round lot position) in a current
sale. In addition to evaluated pricing services, FT Interactive
Data provides call and sinking fund, call announcement,
descriptive data, interest payment, original issue discount, and
reorganization data relating to these securities.
FT Interactive Datas coverage of equity and derivative
securities includes securities traded around the world. The
information regarding these securities includes pricing,
evaluation, capitalization changes and dividends, descriptive
data, earnings and shares outstanding information, and
reorganization announcements. In addition to providing customers
with end-of-day data regarding covered securities, this business
offers clients access to analytic tools and its extensive
database containing historical and descriptive information.
Institutional customers of FT Interactive Data receive a
majority of their data through Internet-based applications and
computer-to-computer links. FT Interactive Data designs its data
feeds to be compatible with third-party software applications
and standard industry protocols in order to allow institutional
customers to integrate these data feeds into their technology
infrastructures.
FT Interactive Data also produces proprietary evaluations for
select international equities. In the third quarter of 2002, the
business launched the Fair Value Information Service. This
service, which to date has been primarily targeted at US-based
mutual fund companies, is designed to provide users with data
they can consider in determining whether the local closing price
for an international equity is stale as of 4:00 p.m.
Eastern Time and, if so, in estimating the price for that
security at 4:00 p.m. Eastern Time in a liquid market in
view of the information available at that time. This service is
designed as a tool for US mutual funds as they undertake to:
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meet their obligations to address the statutory mandate that
funds determine the fair value of portfolio securities when
market quotations are not readily available; and |
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reassure long-term fund investors that appropriate procedures
are being utilized to help safeguard the investors
interests against market timers and short-term traders. |
CMS BondEdge accounted for $32.1 million, or 6.6%, of our
service revenue in 2004. Our CMS BondEdge business is a leading
provider of fixed income analytical tools and models to
portfolio managers, quantitative research analysts and
institutional brokers. CMS BondEdge services are used to assist
institutional investors in managing risks and understanding the
performance of diversified fixed income portfolios. The CMS
BondEdge services include interest rate and credit risk
management tools, as well as regulatory reporting and compliance
tools. In addition, customers can simulate various market
environments to help
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forecast performance results. Customers are typically
institutional fixed income portfolio managers who invest in or
sell taxable fixed income securities, particularly those that
require specialized modeling.
CMS BondEdge services are desktop Windows®-based. The
services interface with many of the major third-party accounting
and asset/liability software packages designed to reduce
duplicate data entry and to facilitate improved accuracy and
efficiency within an organization. CMS BondEdge clients are
provided access to daily market data updates via the Internet to
assist in the creation of high quality analytic calculations and
reports. These services are offered via an array of delivery
options, including:
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client-server (BondEdge®); |
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ASP/ Internet accessible (eBondEdge®); |
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enterprise-wide/local area network, or LAN, wide area network,
or WAN, solutions (BondEdge ES); and |
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service bureau, an outsource option that enables CMS BondEdge to
assist customers in the performance of certain fixed income
portfolio analysis activities. |
CMS BondEdge continues to invest in expanding the functionality
and features of its services, as well as customizing its
offerings for international markets. In 2004, CMS BondEdge began
developing a new BondEdge offering that aims to enable clients
to integrate its analytical values in other software
applications. In addition, in response to increased demand for
fixed income performance attribution tools globally, development
work commenced to add a sector/returns-based-attribution
approach into BondEdge.
Windows® is a registered trademark of Microsoft Corporation.
ComStock accounted for $62.9 million, or 13.0%, of our
service revenue in 2004. Our ComStock business, which focuses on
delivering real-time and delayed information to institutional
customers, on-line media portals and other redistribution
partners, provides coverage for over 2 million securities
in virtually all asset classes traded worldwide. ComStocks
suite of services ranges from a real-time global market datafeed
to fully customized and hosted market data services.
The ComStock XpressFeed service is a real-time, high-speed,
global market data feed, integrating real-time data from over
350 stock exchanges and other sources worldwide, covering in
excess of 2 million financial instruments. XpressFeed has
broad coverage of the US marketplace, as well as extensive
international coverage, including markets in Europe, Asia
Pacific, Latin America, South America and Africa. The real-time
data includes content regarding:
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Equities; |
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Market depth and Electronic Communication Network, or ECN, data; |
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Corporate bonds; |
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Commodities and options; |
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Mutual funds and money markets; |
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Fixed income instruments; |
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Foreign exchange rates; and |
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US and international news coverage from a range of sources. |
In addition to real-time content, the ComStock XpressFeed
service offers comprehensive related information including:
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Global fundamental data; |
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Corporate actions records; |
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Historical data; and |
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Analytical tools and capabilities. |
ComStock offers a variety of delivery methods, including leased
line, satellite and virtual private network. In addition,
ComStock continues to invest in the development of software
interfaces that facilitate integration with various third-party
and in-house applications and tools utilized by institutional
clients.
The eFinance
Solutionstm
services within the ComStock business represent a suite of
modular, global market data components, leveraging
ComStocks breadth and depth of market data with a flexible
Web services architecture. Comprising support tools, analytical
content, and market data, eFinance Solutions are capable of
being customized to meet the needs of financial services users,
from consumer portals to front-office and back-office
professionals. Built on a flexible infrastructure, the eFinance
Solutions content management platform is designed to allow
integration of proprietary and third party data and to meet the
robust performance requirements of the financial services
industry.
Our eSignal business services the needs of active traders.
eSignal accounted for $55.1 million, or 11.4%, of our
service revenue in 2004. eSignal provides streaming, real-time
financial market information and decision support tools to
active traders including individual investors and professional
traders. The financial data available to eSignal subscribers
includes equities, options, derivatives data, single stock
futures, indices, market depth from the NASDAQ Stock Market, the
New York Stock Exchange, the Chicago Mercantile Exchange, and
the Chicago Board of Trade, as well as ECN and foreign exchange
market information, fixed income data, mutual fund data, and
money market data for over 1 million securities. In
addition, eSignal subscribers receive access to decision support
tools including historical databases, technical charting,
customizable analytics, back testing, portfolio tracking, and
news and commentary.
The information is delivered via eSignals internally
engineered and operated network with advanced IP multicast
backbone and multiple, geographically dispersed server farms.
eSignal services include eSignal, Advanced GET,
MarketCentertm
LIVE, eSignal Pro, Tahoe
Chartstm,
eSignal Market
Scannertm
and Advanced GET
Scannertm.
In the first quarter of 2004, eSignal reintroduced QuoTrek®
to its product line, a real-time quotes, charts and news
application for wireless devices, such as personal digital
assistants, or PDAs, and cellular phones. With the acquisition
of the assets of FutureSource, eSignal now markets FutureSource
offerings, which include FutureSource Workstation, FutureSource
Xtra and FutureSource IFS.
In 2004, eSignal finalized the phase out, which began in 2001,
of its satellite broadcast-based services. As a result,
broadcast-based technology services declined significantly
year-to-year over the past few years, declining 81.5% from 2003
to 2004, 58.6% from 2002 to 2003, and 55.9% from 2001 to 2002,
as customers migrated to alternative delivery sources, including
eSignals Internet-based services.
Marketing Strategy
Regardless of business segment, many of our services are
provided on a flat fee subscription basis; others are provided
on a usage basis, and some are a combination of a flat minimum
fee with additional amounts charged for usage above an
established level. Through the FT Interactive Data, CMS BondEdge
and ComStock businesses, our Institutional Services segment has
historically maintained high renewal rates, with annual renewal
rates of approximately 95% during 2004. Through the eSignal
business, our Active Trader
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Services segment has historically experienced lower renewal
rates. The specific marketing strategies within our
Institutional Services and Active Trader Services segments are
as follows:
Each of the core Institutional Services we supply is typically
marketed through separate dedicated sales forces within FT
Interactive Data, ComStock and CMS BondEdge. These institutional
sales teams possess specialized industry and product expertise.
They provide on-site and remote demonstrations of our services
and interact directly with our customers and prospects. Our
institutional sales forces are supported by promotional
campaigns including public relations, direct mail, targeted
trade shows and advertising in trade publications. In 2005, we
intend to continue to work closely with all clients, including
our largest institutional clients, to identify new sales
opportunities and better leverage and coordinate selling efforts
by our separate, dedicated sales forces.
Active Trader Services are marketed by eSignal through
advertising, marketing alliances, third-party developer
relationships, seminars, trade shows, email, direct mail and
incentives for referrals. In addition, eSignal has developed
marketing alliances with online brokers that market
eSignals Internet-delivered services to their customers.
eSignal also invites third-party software developers to write
trading system software that is compatible with eSignals
systems and asks trading educators to consider use of eSignal
services in their seminars. In addition to direct sales,
distribution channel partners have been an important source of
new subscribers in recent years.
Customers
The Institutional Services segment of our business primarily
targets banks, brokerage firms, mutual fund companies, insurance
companies, money management firms, financial information
redistributors and other third-party redistribution partners.
Our FT Interactive Data business supplies data directly to
several thousand institutional customers, including banks,
brokerage firms and investment management firms. This business
also contracts with redistributors and outsourcing organizations
to sub-license or redistribute data typically to medium and
small institutions, and individual investors. Unlike the
institutional customers described above, these redistributors
and outsourcing organizations typically use their own delivery
systems or serve as an interface between their clients and
FT Interactive Datas delivery systems to redistribute
and/or process the data provided by FT Interactive Data.
Our CMS BondEdge business targets portfolio managers,
quantitative research analysts and institutional brokers in the
fixed income institutional investor market. As of the end of the
fourth quarter of 2004, approximately 500 institutional
investment firms, banks, insurance companies and brokerage
houses based primarily in North America subscribed to CMS
BondEdge services.
Our ComStock business targets financial institutions, financial
information redistributors, and online media portals. As of the
end of the fourth quarter of 2004, ComStock had over 2,400
direct customers.
Active Trader Services are sold by our eSignal business. eSignal
primarily targets active traders, which includes individual
investors and professional traders. As of the end of the fourth
quarter of 2004, eSignal had over 43,700 direct subscription
terminals, which included approximately 6,500 FutureSource
terminals. The target market for eSignal consists primarily of
active traders who make their own investment decisions, trade
frequently and earn a substantial portion of their income from
trading.
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Competition
The market for providing financial and business information is
intensely competitive, regardless of business segment. We
believe that our ability to compete across each of our
businesses depends on a number of common factors, including:
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the timeliness, reliability, quality and breadth of coverage of
our services compared with those of our competitors; |
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our ability to expand our data content offerings to meet the
current and evolving needs of our customers; |
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our ability to launch new services to both expand and strengthen
our customer base; and |
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the quality of our customer service and support. |
Competition within our Institutional Services segment ranges
from large, established suppliers of news and financial data to
smaller, more specialized vendors. The main competitors with
respect to our institutionally oriented FT Interactive Data and
ComStock businesses are large global suppliers of news and
financial data, including Bloomberg, Thomson Financial, Reuters
Group plc, Standard and Poors, Telekurs Financial, and
similar data producers and smaller data vendors that compete
against us in specific geographic regions and niche markets. We
also face competition from customers self-sourcing financial
data and news directly from brokers, exchanges and news
services. We believe the primary competitive factors with
respect to these services are value-added features, coverage of
securities, reliability, and timeliness of data delivery and
customer support.
As a specialty service, CMS BondEdge, which provides analytical
software primarily to fixed income portfolio managers, competes
against other financial services analytical software companies
such as The Yield Book, Inc., which is a wholly owned subsidiary
of Citigroup Capital Markets, Wilshire Associates Incorporated
and Derivative Solutions Inc., and faces competition from
brokerage firms developing software solutions internally or with
the assistance of outside consultants. We believe the primary
competitive factors with respect to these services are the
dealer independence of the provider, a comprehensive and
integrated global database of fixed income securities,
mortgage-backed and structured finance assets as well as models
for over-the-counter and derivative holdings, advanced modeling
analytics to evaluate fixed income securities individually or in
a portfolio context, complete and flexible reporting
capabilities, and customer support.
Within our Active Trader Services segment of our business,
eSignal competes against numerous competitors including Townsend
Analytics, Thomson Financial, TradeStation, DTN Market Access,
Inc., CQG, Inc. and others. We believe the principal competitive
factors in the industry include data availability, reliable and
timely delivery, ease of use, compatibility with third-party
software packages, and price.
Technology Infrastructure
Our technology infrastructure and operations support both the
Institutional Services and Active Trader Services segments of
our business and are designed to facilitate the reliable and
efficient processing and delivery of data to our customers. By
design, our systems contain multiple layers of redundancy to
enhance system performance, including maintaining, processing
and storing data at multiple data centers. In our eSignal and
ComStock businesses, user connections are load balanced between
our data centers and, in the event of a site failure, equipment
problem or regional disaster, the remaining centers have the
capacity to handle the additional load.
We are in the process of a major project to streamline and
upgrade our data collection and delivery infrastructure. As part
of this project, we plan to consolidate seven separate data
centers and related facilities in the United States into two
major independent data centers as well as enhance the backup and
resiliency for
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our North American businesses. In 2003, we signed a lease for a
nearly 50,000 square foot technology center in Boxborough,
Massachusetts. This facility became operational in mid-2004. We
have since consolidated activities from our New York, New York,
Salt Lake City, Utah, Hightstown, New Jersey and Waltham,
Massachusetts facilities into the new Boxborough, Massachusetts
data center, which serves as our East Coast data center. In
mid-2004, we began planning to expand our current West Coast
data center in Hayward, California. Throughout 2005, we plan to
continue migrating activities from our other data centers to
Boxborough and Hayward, respectively.
We are focused on maintaining an infrastructure that allows us
to provide data using various delivery methods designed to meet
the needs of our customers. Our institutional customers receive
a majority of their data through dedicated private networks,
Internet-based applications, global satellite networks, and
computer-to-computer links. We design our data feeds to be
compatible with third-party software and standard industry
protocols in order to allow our institutional customers to
integrate our data feeds into their technology infrastructures.
Information is distributed to our active trader customers
primarily via the Internet and directly to wireless mobile
devices.
Intellectual Property
We maintain a portfolio of intellectual property, including
registered and common law trademarks and service marks,
copyrights and patents. We have rights to approximately 50
trademarks and service marks. We place significant emphasis on
our branding and consider our trademark and service mark
portfolio to be an important part of our ongoing branding
campaign. In addition, we own the copyrights to our internally
developed software applications and data delivery services. We
currently have three United States patents issued and one United
States patent application pending. The three United States
patents expire in 2007, 2011 and 2012, respectively. No single
trademark, service mark, copyright, or patent, if lost, would
materially adversely affect our operations or financial results
as a whole.
License agreements, both as licensor with our customers and as
licensee with suppliers of data, are important to our business.
The termination of any license with a major data supplier, such
as the New York Stock Exchange and other similar financial
markets, would materially disrupt our operations.
We have rights to use the FT brand in conjunction
with our institutional activities on a global basis under a
license with The Financial Times Limited, an affiliate of
Pearson plc, or Pearson. As of February 28, 2005, Pearson
indirectly owns approximately 60% of our outstanding common
stock. This licenses initial five-year term ends in March
2006. Thereafter the license automatically renews for subsequent
one-year terms unless terminated. We do not believe the
cessation of our rights under this license would materially
adversely affect our operations or financial results as a whole.
Geographic Areas
Through subsidiaries and affiliates, we conduct business in
numerous countries outside the United States. Our international
businesses are subject to risks customarily encountered in
foreign operations, including fluctuations in foreign currency
exchange rates and controls, import and export controls, and
other laws, policies and regulations of foreign governments.
During the past three fiscal years, our service revenue by
geographic region was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
United States
|
|
$ |
382,392 |
|
|
$ |
344,869 |
|
|
$ |
300,627 |
|
United Kingdom
|
|
|
60,246 |
|
|
|
62,783 |
|
|
|
51,273 |
|
All other European Countries and Canada
|
|
|
35,229 |
|
|
|
28,871 |
|
|
|
18,141 |
|
Asia
|
|
|
6,698 |
|
|
|
6,167 |
|
|
|
4,974 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
484,565 |
|
|
$ |
442,690 |
|
|
$ |
375,015 |
|
|
|
|
|
|
|
|
|
|
|
9
During the past three fiscal years, long-lived assets by
geographic region are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
United States
|
|
$ |
568,435 |
|
|
$ |
564,631 |
|
|
$ |
466,356 |
|
United Kingdom
|
|
|
134,363 |
|
|
|
124,275 |
|
|
|
77,886 |
|
Asia
|
|
|
2,654 |
|
|
|
2,579 |
|
|
|
1,965 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
705,452 |
|
|
$ |
691,485 |
|
|
$ |
546,207 |
|
|
|
|
|
|
|
|
|
|
|
Employees
We had approximately 1,800 employees as of March 1, 2005.
We believe that our relations with our employees are good.
Regulation
DBC Securities Inc., one of our subsidiaries, was registered as
a broker-dealer with the Securities and Exchange Commission, or
SEC, and various state securities commissions and was also
subject to regulation by the National Association of Securities
Dealers, Inc., of which it is a member. In the fourth quarter of
2004, DBC Securities, Inc. filed a notice of withdrawal from
registration as a broker-dealer and ceased doing business as of
December 31, 2004. We plan to dissolve this subsidiary in
2005.
FT Interactive Data Corporation, one of our subsidiaries, is
registered with the SEC as an investment adviser and is subject
to regulation under the Investment Advisers Act of 1940.
Our FT Interactive Data Australia subsidiary is licensed by the
Australian Securities & Investment Commission, or ASIC,
to provide certain financial services in Australia under the
Corporations Act 2001.
Internet Address, SEC Reports and NYSE Reports
We maintain a website with the address www.interactivedata.com.
We are not including the information contained on our website as
a part of, or incorporating it by reference into, this Annual
Report on Form 10-K. We make available free of charge
through our website our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K, and amendments to these reports, as soon as
reasonably practicable after we electronically file such
material with, or furnish such material to, the SEC. We also
include on our website our code of business conduct and ethics,
corporate governance guidelines and the charters for each of the
major committees of our board of directors. In addition, we
intend to disclose on our website any amendments to, or waivers
from, our code of business conduct and ethics that are required
to be publicly disclosed pursuant to rules of the SEC and the
New York Stock Exchange.
We submitted our 2004 annual Section 12(a)
CEO Certification with the New York Stock Exchange. The
Certification was not qualified in any respect.
Executive Officers of the Registrant
|
|
|
|
|
|
|
Name |
|
Age | |
|
Office Held with Company |
|
|
| |
|
|
Stuart J. Clark
|
|
|
57 |
|
|
President and Chief Executive Officer |
Steven G. Crane
|
|
|
48 |
|
|
Executive Vice President and Chief Financial Officer |
Andrea H. Loew
|
|
|
47 |
|
|
Vice President, General Counsel and Corporate Secretary |
John L. King
|
|
|
54 |
|
|
Chief Operating Officer of FT Interactive Data |
Raymond L. DArcy
|
|
|
52 |
|
|
President, Data Delivery Products, FT Interactive Data |
10
Stuart J. Clark has served as our president and
chief executive officer and a member of our board of directors
since February 29, 2000, and has been employed in the financial
information industry since 1968. Prior to his current position
with us, he served as president of Interactive Data Corporation
(as it existed prior to its merger with Data Broadcasting
Corporation) since 1995. From 1993 to 1995, Mr. Clark was a
director of UK-based Financial Times Information, with specific
responsibility for the Market Data Division. Prior to 1993, Mr.
Clark led the Market Data Division of Extel Financial Limited,
which was acquired by Pearson plcs Financial Times Group
in December 1993.
Steven G. Crane has served as our executive vice
president and chief financial officer since November 30, 1999.
From October 1997 through November 30, 1999, Mr. Crane
served as vice president and chief financial officer of Video
Services Corporation, a company listed on the American Stock
Exchange. From 1996 to 1997, Mr. Crane was the owner of
ATE, Inc., a provider of packaging related equipment to
international bottling companies. From 1990 to 1995,
Mr. Crane was a division CFO for Pepsi-Cola International.
Andrea H. Loew has served as our vice president,
general counsel and corporate secretary since February 29, 2000.
From September 1996 until February 29, 2000, Ms. Loew
served as vice president, general counsel and corporate
secretary of Interactive Data Corporation (as it existed prior
to its merger with Data Broadcasting Corporation). Prior
thereto, Ms. Loew was a partner in Eckert, Seamans, Cherin &
Mellott, LLC and before that an associate at Choate, Hall &
Stewart LLP.
John L. King has served as our chief operating
officer of FT Interactive Data since April 1999. From 1997 to
April 1999, Mr. King served as the managing
director/president of Financial Times Groups Extel
Financial Ltd. Division. Prior thereto, Mr. King served as
vice president, IDSI services for Interactive Data Corporation
(as it existed prior to its merger with Data Broadcasting
Corporation).
Raymond L. DArcy has served as our president
of Data Delivery Products for FT Interactive Data since January
2001. From 1999 to 2001, Mr. DArcy served as senior
vice president of global sales, marketing and customer support
for Interactive Data Corporation (as it existed prior to its
merger with Data Broadcasting Corporation) and from 1996 to 1999
as Vice President of North American Sales, Marketing and
Customer Support. Prior thereto, Mr. DArcy served as
FT Interactive Datas regional sales director for Eastern
North America for ten years.
11
We own no real estate but lease the following principal
facilities for use as corporate headquarters, sales offices and
data centers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current | |
|
|
|
|
Operating | |
|
Square | |
|
Annual | |
|
|
Location |
|
Unit/Segment | |
|
Feet | |
|
Rental Rate | |
|
Expiration Date | |
|
|
| |
|
| |
|
| |
|
| |
Akron, OH
|
|
|
Active Trader |
|
|
|
4,110 |
|
|
$ |
76,032 |
|
|
|
September 2006 |
|
Bedford, MA
|
|
Institutional and Corporate |
|
|
80,348 |
|
|
$ |
1,546,078 |
|
|
|
July 2006 |
|
Boston, MA
|
|
|
Institutional |
|
|
|
11,910 |
|
|
$ |
357,300 |
|
|
|
March 2010 |
|
Boxborough, MA
|
|
Corporate, Institutional and Active Trader |
|
|
48,817 |
|
|
$ |
231,881 |
|
|
|
September 2018 |
|
Channel Islands, UK
|
|
|
Institutional |
|
|
|
2,301 |
|
|
$ |
103,527 |
|
|
|
October 2011 |
|
Chicago, IL
|
|
|
Institutional |
|
|
|
4,646 |
|
|
$ |
95,135 |
|
|
|
September 2011 |
|
Chicago, IL
|
|
|
Active Trader |
|
|
|
3,840 |
|
|
$ |
79,040 |
|
|
|
October 2007 |
|
Dublin, Ireland
|
|
|
Institutional |
|
|
|
15,902 |
|
|
$ |
347,227 |
|
|
|
February 2012 |
|
Edinburgh, Scotland
|
|
|
Institutional |
|
|
|
5,200 |
|
|
$ |
140,153 |
|
|
|
August 2006 |
|
Fort Lauderdale, FL
|
|
|
Active Trader |
|
|
|
1,210 |
|
|
$ |
26,217 |
|
|
|
August 2006 |
|
Harrison, NY
|
|
|
Institutional |
|
|
|
37,760 |
|
|
$ |
682,875 |
|
|
|
October 2006 |
|
Hayward, CA
|
|
|
Active Trader |
|
|
|
60,158 |
|
|
$ |
1,072,354 |
|
|
|
June 2013 |
|
Hong Kong, PRC
|
|
|
Institutional |
|
|
|
301 |
|
|
$ |
77,193 |
|
|
|
December 2005 |
|
Houston, TX
|
|
|
Active Trader |
|
|
|
2,486 |
|
|
$ |
43,505 |
|
|
|
June 2007 |
|
Lombard, IL
|
|
|
Active Trader |
|
|
|
27,674 |
|
|
$ |
508,524 |
|
|
|
May 2006 |
|
London, England
|
|
|
Institutional |
|
|
|
65,000 |
|
|
$ |
1,775,908 |
|
|
|
April 2010 |
|
London, England
|
|
|
Active Trader |
|
|
|
6,088 |
|
|
$ |
191,990 |
|
|
|
August 2005 |
|
Luxembourg
|
|
|
Institutional |
|
|
|
2,500 |
|
|
$ |
144,669 |
|
|
|
December 2006 |
|
Melbourne, Australia
|
|
|
Institutional |
|
|
|
4,828 |
|
|
$ |
65,001 |
|
|
|
November 2005 |
|
Newport Beach, CA
|
|
|
Institutional |
|
|
|
600 |
|
|
$ |
25,650 |
|
|
|
October 2005 |
|
New York, NY
|
|
|
Institutional |
|
|
|
87,304 |
|
|
$ |
2,111,212 |
|
|
|
May 2013 |
|
New York, NY
|
|
|
Institutional |
|
|
|
27,386 |
|
|
$ |
936,601 |
|
|
|
November 2009 |
|
New York, NY
|
|
|
Active Trader |
|
|
|
11,572 |
|
|
$ |
344,280 |
|
|
|
June 2012 |
|
Santa Monica, CA
|
|
|
Institutional |
|
|
|
22,877 |
|
|
$ |
657,714 |
|
|
|
November 2012 |
|
Singapore
|
|
|
Institutional |
|
|
|
2,530 |
|
|
$ |
59,377 |
|
|
|
October 2006 |
|
Waltham, MA
|
|
|
Institutional |
|
|
|
32,535 |
|
|
$ |
561,143 |
|
|
|
September 2005 |
|
West Orange, NJ
|
|
|
Corporate |
|
|
|
2,201 |
|
|
$ |
49,522 |
|
|
|
January 2008 |
|
We believe our facilities are in good condition and are suitable
and adequate for our current and currently planned operations.
If we are unable to renew any of the leases that are due to
expire in 2005 or 2006, we believe that suitable replacement
properties are available on commercially reasonable terms.
|
|
Item 3. |
Legal Proceedings |
We are involved in ordinary, routine litigation from time to
time in the ordinary course of business with a portion of the
defense and/or settlement costs in some such cases being covered
by various commercial liability insurance policies.
12
|
|
Item 4. |
Submission of Matters to a Vote of Security Holders |
No matters were submitted to a vote of security holders during
the fourth quarter of 2004.
PART II
Item 5. Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
Market Information
Our common stock trades on the New York Stock Exchange under the
trading symbol IDC.
The following table sets forth, for the periods indicated, the
high and low sale prices per share of our common stock during
each of the quarters set forth below as reported on the New York
Stock Exchange:
|
|
|
|
|
|
|
|
|
|
|
|
High | |
|
Low | |
|
|
| |
|
| |
2004:
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31
|
|
$ |
18.50 |
|
|
$ |
16.40 |
|
|
Quarter Ended June 30
|
|
$ |
18.77 |
|
|
$ |
16.25 |
|
|
Quarter Ended September 30
|
|
$ |
19.28 |
|
|
$ |
16.80 |
|
|
Quarter Ended December 31
|
|
$ |
22.17 |
|
|
$ |
18.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
High | |
|
Low | |
|
|
| |
|
| |
2003:
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31
|
|
$ |
14.23 |
|
|
$ |
12.74 |
|
|
Quarter Ended June 30
|
|
$ |
18.00 |
|
|
$ |
13.64 |
|
|
Quarter Ended September 30
|
|
$ |
17.35 |
|
|
$ |
15.40 |
|
|
Quarter Ended December 31
|
|
$ |
17.59 |
|
|
$ |
15.47 |
|
Stockholders
As of February 28, 2005, there were 93,353,899 outstanding
shares of our common stock held by 1,309 holders of record.
Dividends
We currently retain earnings, if any, to finance the development
of our business. Future determinations by our board of directors
to pay dividends on our common stock would be based primarily
upon our financial condition, results of operations and business
requirements. Dividends, if any, would be payable in the sole
discretion of our board of directors out of the funds legally
available therefor.
We have not paid cash dividends on our common stock during the
last two fiscal years.
Issuer Purchases of Equity Securities
On September 28, 2004, we announced in a press release and
also in a Current Report on Form 8-K that our Board of
Directors had authorized the repurchase of up to 1,000,000 of
our outstanding shares of common stock. Repurchases may be made
in the open market or in privately negotiated transactions from
time to time, subject to market conditions and other factors and
in compliance with applicable legal requirements. We use
13
cash on hand to fund repurchases under the program. We are not
obligated to acquire any particular amount of common stock as a
result of the program, which may be suspended at any time at our
discretion.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d) Maximum | |
|
|
|
|
|
|
|
|
Number (or | |
|
|
|
|
|
|
|
|
Approximate Dollar | |
|
|
|
|
|
|
(c) Total Number of | |
|
Value) of Shares (or | |
|
|
|
|
|
|
Shares (or Units) | |
|
Units) that May Yet | |
|
|
(a) Total Number of | |
|
(b) Average Price | |
|
Purchased as Part of | |
|
Be Purchased Under | |
|
|
Shares (or Units) | |
|
Paid per Share | |
|
Publicly Announced | |
|
the Plans or | |
Period |
|
Purchased(1) | |
|
(or Unit) | |
|
Plans or Programs | |
|
Programs | |
|
|
| |
|
| |
|
| |
|
| |
October 1, 2004October 31, 2004
|
|
|
0 shares |
|
|
|
N/A |
|
|
|
0 shares |
|
|
|
1,000,000 shares |
|
November 1, 2004November 30, 2004
|
|
|
90,000 shares |
|
|
$ |
20.38 |
|
|
|
90,000 shares |
|
|
|
910,000 shares |
|
December 1, 2004December 31, 2004
|
|
|
55,000 shares |
|
|
$ |
20.87 |
|
|
|
55,000 shares |
|
|
|
855,000 shares |
|
Total
|
|
|
145,000 shares |
|
|
$ |
20.57 |
|
|
|
145,000 shares |
|
|
|
855,000 shares |
|
|
|
(1) |
No shares have been purchased by us other than through our
publicly announced stock repurchase program. |
|
|
Item 6. |
Selected Financial Data |
The following selected historical consolidated financial
information for each of the years ended December 31, 2000
through 2004 has been derived from our consolidated financial
statements and represents the historical consolidated financial
information of FT Interactive Data prior to the merger of
Interactive Data Corporation and Data Broadcasting Corporation
on February 29, 2000 and the combined company since
February 29, 2000. For additional information see
Managements Discussion and Analysis of Financial
Condition and Results of Operations included in
Item 7. The information set forth below is qualified by
reference to and should be read in conjunction with our
Consolidated Financial Statements and related notes included in
Item 8 of this Annual Report on Form 10-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
2000 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands, except per share amounts) | |
Service revenue
|
|
$ |
484,565 |
|
|
$ |
442,690 |
|
|
$ |
375,015 |
|
|
$ |
340,002 |
|
|
$ |
314,138 |
|
Income (loss) from operations(1)
|
|
|
125,869 |
|
|
|
115,349 |
|
|
|
98,232 |
|
|
|
25,653 |
|
|
|
(3,091 |
) |
Net income (loss)(2)
|
|
|
80,271 |
|
|
|
72,201 |
|
|
|
60,733 |
|
|
|
4,312 |
|
|
|
(143,472 |
) |
Net income (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.86 |
|
|
|
0.78 |
|
|
|
0.67 |
|
|
|
0.05 |
|
|
|
(1.68 |
) |
|
|
Diluted
|
|
|
0.84 |
|
|
|
0.76 |
|
|
|
0.65 |
|
|
|
0.05 |
|
|
|
(1.68 |
) |
Weighted average common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
93,152 |
|
|
|
92,319 |
|
|
|
91,159 |
|
|
|
90,844 |
|
|
|
85,560 |
|
|
Diluted
|
|
|
95,525 |
|
|
|
94,450 |
|
|
|
93,730 |
|
|
|
92,510 |
|
|
|
85,560 |
|
Total assets
|
|
|
1,025,673 |
|
|
|
910,322 |
|
|
|
765,227 |
|
|
|
697,983 |
|
|
|
742,090 |
|
Stockholders equity
|
|
|
857,756 |
|
|
|
762,531 |
|
|
|
662,743 |
|
|
|
582,667 |
|
|
|
622,512 |
|
Cash dividends declared per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.29 |
|
|
|
|
|
|
|
(1) |
Income (loss) from operations in 2000 and 2001 includes
amortization of goodwill of $33,142 and $37,535, respectively.
Beginning in 2002, the amortization of goodwill was no longer
required. |
|
(2) |
Results for 2000 include equity in the losses from
MarketWatch.com, Inc., or MarketWatch, of $67,229 and an other
than temporary loss in MarketWatch.com, Inc. of $141,844. |
14
Item 7. Managements
Discussion and Analysis of Financial Condition and Results of
Operations
The following discussion should be read in conjunction with
Item 6. Selected Financial Data and our
consolidated financial statements included herein in
Item 8. Amounts in the tables including footnotes to the
tables are shown in thousands, except for per share information.
Overview
We are a leading global provider of financial and business
information to financial institutions and active traders. We
offer our services through four businesses, three within the
Institutional Services segment, and one within the Active Trader
Services segment:
Institutional Services
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FT Interactive Data provides historical and end-of-day
pricing, evaluations, dividend, corporate actions and
descriptive information for approximately 3.5 million
securities, commodities, and derivative instruments that are
traded around the world. |
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|
CMS BondEdge provides sophisticated analytics to fixed
income portfolio managers, quantitative research analysts and
institutional brokers for risk/return analysis, assistance with
their regulatory reporting and investment decision evaluations. |
During 2003, we added a third business line, ComStock, to the
Institutional Services segment by making two strategic
acquisitions.
On February 28, 2003, we acquired from The McGraw-Hill
Companies, Inc., or McGraw-Hill, the stock of S&P ComStock,
Inc. and the assets of certain ComStock related businesses in
the United Kingdom, France, Australia, Singapore and Hong Kong,
collectively referred to as Comstock, for $115,972,000. We
funded this acquisition from our existing cash resources.
On October 31, 2003, we acquired the consolidated market
data feed client contracts from HyperFeed Technologies, Inc., or
HyperFeed, for $8,500,000, consisting of payments of $7,625,000
with the balance to be paid at the end of 24 months if
agreed upon milestones are reached, offset by cash acquired of
$1,011,000. Because certain milestones have not been met, the
purchase price of the HyperFeed contracts has been adjusted
downward to $8,375,000. Our remaining payments total $750,000.
We funded this acquisition from our existing cash resources. We
are currently migrating the HyperFeed customers from the
HyperFeed production platform to our existing ComStock
production platform. This migration is expected to be concluded
by the third quarter of 2005.
These two acquired businesses form the third business within the
Institutional Services segment:
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ComStock® provides financial institutions, financial
information providers and information media companies with
real-time and delayed financial market information covering more
than 2 million securities including equities, derivatives,
futures, fixed income securities and foreign exchange rates
sourced from over 350 stock exchanges and other sources
worldwide. |
Active Trader Services
In the Active Trader Services segment we have one business,
which was recently supplemented by the acquisition of the assets
of FutureSource®, LLC and its subsidiaries, or FutureSource:
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eSignal® provides active traders with real-time
financial market information and decision support tools to
assist in their analysis of securities traded on all major
markets in the US as well as a number of international markets. |
On September 1, 2004, we acquired the assets of
FutureSource, a privately held provider of real-time futures,
commodities and foreign exchange markets data. This acquisition
enables us to provide global coverage of futures and commodities
data. The price paid in cash for the assets was $18,000,000,
offset by cash
15
acquired of $317,000. We are in the process of integrating the
assets of FutureSource into our eSignal business. We funded this
acquisition from existing cash resources.
Across each of our businesses, regardless of business segment,
many of our services are provided on a flat fee subscription
basis; others are provided on a usage basis, and some are a
combination of a flat minimum fee with additional amounts
charged for usage above an established level. We have
historically achieved high customer retention rates,
particularly from our institutional client base. Through a broad
range of business alliances, many of the worlds best-known
financial service and software companies utilize our services in
support of their trading, analysis, portfolio management, and
valuation activities. At the core of our business are our
customer relationships, business alliances, broad databases,
extensive product and technical know-how and technology
infrastructure resources. We also continue to evaluate potential
strategic acquisitions.
Development of Business
Prior to February 29, 2000, our business related primarily
to the delivery of historical and end-of-day financial data to
institutional customers through what is now our FT Interactive
Data business. On February 29, 2000, Data Broadcasting
Corporation merged with Interactive Data Corporation (now known
as FT Interactive Data), referred to as the Merger. This Merger
brought together the businesses of Data Broadcasting Corporation
(now known as Interactive Data Corporation), which included
eSignal and CMS BondEdge, with the businesses of Interactive
Data Corporation (now known as FT Interactive Data). Upon
completion of the Merger, we issued 56,424,000 shares of
our common stock to Pearson Longman, Inc., or Pearson Longman,
which, through a series of other entities, is wholly owned by
Pearson plc. The shares held by Pearson Longman were
subsequently transferred to Pearson DBC Holdings, Inc., another
wholly owned subsidiary of Pearson Longman. As a result of this
transaction, approximately 60% of our shares are held indirectly
by Pearson. In connection with the Merger, we also acquired a
34.4% ownership stake in MarketWatch.com, Inc., which we
subsequently sold at a loss in January 2001 to Pearson for
$26,900,000. We distributed the proceeds from such sale as a
dividend to our shareholders in 2001. On January 31, 2002,
we acquired the Securities Pricing Services, or SPS, of Merrill
Lynch, Pierce, Fenner & Smith Incorporated, or Merrill
Lynch, for approximately $48,000,000. We acquired ComStock from
McGraw-Hill for approximately $115,972,000 on February 28,
2003. We acquired the consolidated market data feed client
contracts from HyperFeed for $8,500,000 on October 31,
2003. The price for these HyperFeed client contracts consist of
payments of $7,625,000, with the balance to be paid over
24 months if agreed upon milestones are reached. Because
certain milestones have not been met, the purchase price of the
HyperFeed contracts has been adjusted downward to $8,375,000.
Our remaining payments total $750,000.
On September 1, 2004, we acquired the assets of
FutureSource. The price paid in cash for the assets was
$18,000,000, offset by cash acquired of $317,000.
As a result of these acquisitions, our results of operations for
2004 include the activities of our FT Interactive Data, CMS
BondEdge, ComStock and eSignal businesses, the results of the
HyperFeed customer contracts and four months of the results of
FutureSource. Our 2003 results of operations, in addition to the
FT Interactive Data, CMS BondEdge and eSignal businesses,
include ten months of activities for ComStock and two months of
activities resulting from the acquisition of the HyperFeed
customer contracts. Our 2002 results of operations include the
activities of our FT Interactive Data, CMS BondEdge and eSignal
businesses.
Business and Market Trends
In 2004, market conditions for our primary market, the financial
services industry, showed improvement over the prior year
although they still remained challenging. Modest increases in
spending by institutional customers for market data services
were balanced by ongoing cost containment initiatives. FT
Interactive Data, the largest business within the Institutional
Services segment, continued to generate new business with both
existing and new customers, particularly within the US market.
We also saw signs of improvement within FT Interactive
Datas business in the European market with higher levels
of new sales and fewer cancellations during the second half of
2004. Overall contract cancellations, primarily arising from
mergers and acquisitions within our customer base, and
renegotiation of service levels and fees declined compared with
the prior year,
16
although these actions continued to constrain revenue growth. We
believe that much of the data we supply is mission critical to
our customers and critical for their operations regardless of
market conditions; however, we are affected, at least in part,
by the continuing cost pressures being experienced by our client
base. If the data we provided were not mission critical, we
believe the difficult market conditions would have affected us
more adversely.
There has been and continues to be a trend in North America for
major financial institutions to outsource their back office
operations to service bureaus and custodian banks. We have
established relationships with, and are a major data supplier
to, many service bureaus and custodian banks, and have benefited
and expect to continue to benefit from their growth. Another
trend occurring over the past decade in North America is the
consolidation of financial institutions both within and across
the financial services industry. When institutions merge, they
frequently look to gain synergies by combining their operations,
including the elimination of redundant data sources. This has
contributed to some of the higher than normal cancellation
levels we experienced in 2003 through the first half of 2004;
additional consolidation activity has the potential to adversely
impact revenue in the future.
Growth in the FT Interactive Data market is dependent, in large
part, on our ability to continue the expansion of our data
content offerings to meet the current and evolving needs of our
customers. This includes being able to respond to changes in the
financial markets as well as to regulatory and competitive
pressures. This also includes continuing to expand the coverage
of premium priced fixed income data sets and the launch of new
services such as our Fair Value Information Service, the latter
of which is currently primarily oriented toward US mutual funds.
In addition, we will continue to seek to expand our market share
in Europe, although we expect current difficult market
conditions will slow this effort as customers take more time to
make purchase decisions than they historically have taken.
The CMS BondEdge business continued to grow throughout 2004,
although it experienced many of the same pressures as FT
Interactive Data. The CMS BondEdge business is dependent on
activity levels primarily in the US financial markets and the
financial performance of the major financial institutions. If
the financial markets continue to improve, we would expect this
could translate into more favorable operating business
conditions for CMS BondEdge. CMS BondEdge will continue to
invest in enhancing its services for international markets and
unbundling its analytics to allow for greater integration with
other vendors services and to better serve large
institutions who have moved to centralized data warehouse
approaches.
The ComStock business, which was acquired in February 2003,
continued to experience strong price pressures, with customers
remaining focused on cost containment. We anticipate that market
conditions for real-time data services will remain challenging
in 2005. ComStock will continue to enhance its offerings and
focus on opportunities to expand its business with institutional
customers in 2005.
In the Active Trader Services segment, the eSignal business
continues to strengthen its position as a leading financial data
provider primarily for active traders. Subscriptions for
eSignals array of Internet-based services continued to
grow through both direct and indirect sales distribution
channels. The eSignal business is primarily dependent on growth
in online trading accounts among active investors. The business
was supplemented by the purchase on September 1, 2004 of
the assets of FutureSource, a privately held provider of
real-time futures, commodities and foreign exchange markets
data. This acquisition enables us to provide global coverage of
futures and commodities data. As previously disclosed, the
broadcast-based service was closed down at the end of April 2004.
17
Results of Operations
Selected Financial Data
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For the Years Ended December 31, | |
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2004 | |
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2003 | |
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2002 | |
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| |
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| |
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| |
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|
(Amounts in thousands, except | |
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|
for per share information) | |
SERVICE REVENUE
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|
$ |
484,565 |
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|
$ |
442,690 |
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$ |
375,015 |
|
COSTS AND EXPENSES:
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Cost of Services
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156,646 |
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|
141,631 |
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|
110,321 |
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Selling, General & Administrative
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|
161,313 |
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|
149,129 |
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|
133,225 |
|
Depreciation
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18,521 |
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|
16,807 |
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|
14,500 |
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Amortization
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22,216 |
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19,774 |
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18,737 |
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Total Costs and Expenses
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358,696 |
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|
327,341 |
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276,783 |
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INCOME FROM OPERATIONS
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125,869 |
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115,349 |
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|
98,232 |
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Other income, net
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2,522 |
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1,100 |
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|
1,989 |
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INCOME BEFORE INCOME TAXES
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128,391 |
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|
116,449 |
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|
100,221 |
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Income tax expense
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48,120 |
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44,248 |
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39,488 |
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NET INCOME
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$ |
80,271 |
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$ |
72,201 |
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$ |
60,733 |
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NET INCOME PER SHARE
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Basic
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$ |
0.86 |
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$ |
0.78 |
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$ |
0.67 |
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Diluted
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$ |
0.84 |
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$ |
0.76 |
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$ |
0.65 |
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Weighted average shares outstanding:
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Basic
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93,152 |
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92,319 |
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91,159 |
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Diluted
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95,525 |
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|
94,450 |
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|
|
93,730 |
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2004 versus 2003
Service Revenue
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% | |
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2004 | |
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2003 | |
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Change | |
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(In thousands) | |
Institutional Services
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FT Interactive Data
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$ |
320,755 |
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$ |
309,324 |
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+3.7 |
% |
CMS BondEdge
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32,063 |
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30,488 |
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+5.2 |
% |
ComStock
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62,920 |
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54,093 |
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+16.3 |
% |
Other
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3,615 |
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|
3,507 |
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+3.1 |
% |
Foreign Exchange
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10,109 |
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Institutional Services Total
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429,462 |
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|
397,412 |
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+8.1 |
% |
Active Trader Services
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eSignal
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47,183 |
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43,426 |
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+8.7 |
% |
FutureSource
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7,577 |
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Broadcast
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343 |
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1,852 |
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(81.5 |
)% |
Active Trader Services Total
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55,103 |
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45,278 |
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+21.7 |
% |
TOTAL SERVICE REVENUE
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|
$ |
484,565 |
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|
$ |
442,690 |
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|
|
+9.5 |
% |
18
Total Service Revenue
Total service revenue increased from $442,690,000 in 2003 to
$484,565,000 in 2004, an increase of $41,875,000 or 9.5%. The
ComStock business, which was acquired at the end of February
2003, and the HyperFeed customer contracts, which we acquired at
the end of October 2003, contributed $62,920,000 to service
revenue in 2004 and $54,093,000 to service revenue in 2003. The
FutureSource business, which was acquired on September 1,
2004, contributed service revenue of $7,577,000 in 2004. Foreign
exchange had a favorable impact of $10,109,000 to service
revenue in the institutional services segment in 2004 mainly due
to the weakness of the US dollar against the UK pound sterling.
The average rate for the US dollar against the UK pound sterling
was $1.832 in 2004, compared with $1.635 in 2003.
Service revenue within the Institutional Services segment
increased from $397,412,000 in 2003 to $429,462,000 in 2004, an
increase of $32,050,000, or 8.1%, including service revenue of
$62,920,000 in 2004 and $54,093,000 in 2003 from the ComStock
business and the HyperFeed customer contracts. As noted above,
foreign exchange had a favorable impact of $10,109,000, mainly
due to the weakness of the US dollar against the UK pound
sterling to service revenue within the Institutional Services
segment in 2004.
Service revenue for the FT Interactive Data business increased
from $309,324,000 in 2003 to $320,755,000 in 2004 an increase of
$11,431,000, or 3.7%. The main growth for the FT Interactive
Data business came from North America, which produced service
revenue growth of 7.4% due to strong sales from the Fair Value
Information Service and increased demand for evaluated pricing
services combined with moderate price increases on annual
service contracts. The European business of FT Interactive Data
declined by 7.7% in 2004 from 2003 with the majority of the
decline due to the closure of the Index Services business at the
end of 2003, which generated $4,157,000 of service revenue in
2003, coupled with new sales being more than offset by high
levels of contract cancellations and renegotiations. However,
the European business experienced service revenue growth of
12.0% in the final quarter of 2004 compared with the final
quarter of 2003. The Asia Pacific business of FT Interactive
Data declined by 4.3% in 2004, with growth in the Australian
market being more than offset by declines in Hong Kong,
Singapore and Japan.
The CMS BondEdge business grew service revenue by $1,575,000 or
5.2%, from $30,488,000 in 2003 to $32,063,000 in 2004, primarily
due to strong subscription sales and higher usage-based service
revenue.
The ComStock business increased service revenue from $54,093,000
in 2003 to $62,920,000 in 2004, an increase of $8,827,000, or
16.3%. The service revenue growth at ComStock was affected by
two factors. In 2004, the business included a full
12 months of results from ComStock, which was acquired at
the end of February 2003. In addition ComStock acquired the
HyperFeed customer contracts at the end of October 2003, which
contributed $10,366,000 of service revenue in 2004 compared with
$1,741,000 in 2003. The core ComStock business continued to
experience strong price pressures associated with intense
competition and customer focus on cost containment.
In the fourth quarter of 2004, we reversed service revenue of
$6,828,000 and $5,622,000 in direct costs with an associated
reduction of $1,206,000 in income from operations. This service
revenue, direct costs and income from operations were recognized
in prior periods and were primarily attributable to
ComStock-related services delivered to one international
customer. The reversal was due to the fact that while we were
providing services to, and receiving payment from the customer,
there was no definitive service contract in place. A definitive
contract was executed with this customer in the first quarter of
2005 and thus, the service revenue, direct costs and income from
operations that were reversed in the fourth quarter of 2004 will
be recognized in the first quarter of 2005. This adjustment did
not have a material impact on our prior period results.
Within the Active Trader Services segment, service revenue grew
from $45,278,000 in 2003 to $55,103,000 in 2004, an increase of
$9,825,000, or 21.7%, including service revenue of $7,577,000 in
2004 from the assets of FutureSource, which we acquired on
September 1, 2004. Underlying service revenue within the
19
Active Trader Services segment in 2004 increased mainly due to a
higher number of direct subscribers which grew from 31,851 in
2003 to 37,157 in 2004, an increase of 5,306, or 16.7%. This was
partially offset by a lower average net subscription fee coupled
with lower broadcast-related service revenue which declined from
$1,852,000 in 2003 to $343,000 in 2004, a decline of $1,509,000
or 81.5%, due to the closure of the broadcast business in the
second quarter of 2004.
Service Revenue by Geographic Region
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|
2004 | |
|
2003 | |
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| |
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(In thousands) | |
United States
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|
$ |
382,392 |
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|
$ |
344,869 |
|
United Kingdom
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|
60,246 |
|
|
|
62,783 |
|
All other European Countries and Canada
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|
35,229 |
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|
28,871 |
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Asia
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|
|
6,698 |
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|
|
6,167 |
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TOTAL SERVICE REVENUE
|
|
$ |
484,565 |
|
|
$ |
442,690 |
|
Total Costs and Expenses
Total costs and expenses for the Institutional Services segment
for 2004 and 2003 include the costs and expenses of FT
Interactive Data, ComStock and CMS BondEdge. Total costs and
expenses for the Active Trader Services segment for 2004 and
2003 include the costs and expenses of eSignal, the
broadcast-based services business which was closed in the second
quarter of 2004, and the business arising out of the assets of
FutureSource which we acquired on September 1, 2004. Total
costs and expenses for the Corporate and unallocated segment
include costs and expenses related to corporate, general and
administrative activities, costs associated with our data center
consolidation initiative, and intangible asset amortization.
Cost of Services
Cost of services, exclusive of depreciation, are composed mainly
of personnel related expenses, communication and data
acquisition costs and expenditures associated with software and
hardware maintenance agreements. The start up costs associated
with our data center consolidation are included in selling,
general & administrative expenses in 2004 and 2003.
The costs associated with our new East Coast data center will be
classified as cost of services when the center becomes fully
operational, which we expect to occur in 2005.
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|
% | |
|
|
2004 | |
|
2003 | |
|
Change | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Institutional Services
|
|
$ |
131,664 |
|
|
$ |
121,391 |
|
|
|
+8.5 |
% |
Active Trader Services
|
|
|
21,902 |
|
|
|
20,240 |
|
|
|
+8.2 |
% |
Foreign Exchange
|
|
|
3,080 |
|
|
|
|
|
|
|
|
|
TOTAL COST OF SERVICES
|
|
$ |
156,646 |
|
|
$ |
141,631 |
|
|
|
+10.6 |
% |
Cost of services increased by $15,015,000 or 10.6%, from
$141,631,000 in 2003 to $156,646,000 in 2004. The ComStock
business, which was acquired at the end of February 2003, and
the HyperFeed customer contracts, which we acquired at the end
of October 2003, contributed $36,017,000 to cost of services in
2004 and $24,263,000 to cost of services in 2003. The
FutureSource business contributed cost of services of $2,893,000
in 2004. Foreign exchange increased cost of services by
$3,080,000 in 2004 mainly due to the weakness of the US dollar
against the UK pound sterling referred to above. Cost of
services as a percentage of revenue increased from 32.0% in 2003
to 32.3% in 2004.
Cost of services within the Institutional Services segment
increased from $121,391,000 in 2003 to $131,664,000 in 2004, an
increase of $10,273,000, or 8.5%, including cost of services of
$36,017,000 in 2004
20
and $24,263,000 in 2003 from the ComStock business and the
HyperFeed customer contracts. Foreign exchange increased
Institutional Services cost of services by $3,080,000 in 2004.
Underlying cost of services within the Institutional Services
segment decreased by $1,481,000 during 2004 due to the
completion of various cost savings initiatives including
production systems integration projects, closure of a small data
center in New York, and the benefit of renegotiations for some
of our supplier contracts as we signed global data supply
arrangements for all our businesses.
Within the Active Trader Services segment, cost of services
increased by $1,662,000, or 8.2%, from $20,240,000 in 2003 to
$21,902,000 in 2004, including cost of services of $2,893,000 in
2004 from the assets of FutureSource. Underlying cost of
services declined by $1,231,000 primarily due to the closure of
the broadcast-based services business in April 2004.
Selling, General & Administrative Expenses
Selling, general and administrative expenses are composed mainly
of personnel-related, outside professional services, advertising
and marketing, occupancy-related and commissions to third
parties. Data center consolidation initiative related expenses
except for depreciation which is shown separately, are included
in selling, general and administrative expenses in 2004, will be
classified as cost of services in 2005, when we expect the new
East Coast data center to be fully operational.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
% Change | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Institutional Services
|
|
$ |
113,768 |
|
|
$ |
117,166 |
|
|
|
(2.9 |
)% |
Active Trader Services
|
|
|
19,047 |
|
|
|
14,981 |
|
|
|
+27.1 |
% |
Corporate and unallocated
|
|
|
24,294 |
|
|
|
16,982 |
|
|
|
+43.1 |
% |
Foreign Exchange
|
|
|
4,204 |
|
|
|
|
|
|
|
|
|
TOTAL SG&A
|
|
$ |
161,313 |
|
|
$ |
149,129 |
|
|
|
+8.2 |
% |
Selling, general and administrative expenses increased by
$12,184,000, or 8.2%, from $149,129,000 in 2003 to $161,313,000
in 2004. The ComStock business contributed $16,880,000 to
selling, general and administrative expenses in 2004 and
$18,066,000 to selling, general and administrative expenses in
2003. The FutureSource business contributed selling, general and
administrative expenses of $3,559,000 in 2004. Foreign exchange
increased selling, general and administrative expenses by
$4,204,000 in 2004 mainly due to the weakness of the US dollar
against the UK pound sterling referred to above. Selling,
general and administrative expenses as a percentage of revenue
decreased from 33.7% in 2003 to 33.3% in 2004.
Selling, general and administrative expenses within the
Institutional Services segment decreased from $117,166,000 in
2003 to $113,768,000 in 2004, a decrease of $3,398,000, or 2.9%,
including selling, general and administrative expenses of
$16,880,000 in 2004 and $18,066,000 in 2003 from the ComStock
business. This decrease in selling, general and administrative
expenses for ComStock is, as previously described, due to the
reversal of commissions to third parties totaling $5,622,000
which we recognized in prior periods and were attributable to
services delivered to one international customer. Foreign
exchange increased Institutional Services selling, general and
administrative expenses by $4,204,000 in 2004. Underlying
selling, general and administrative expenses within the
Institutional Services segment decreased by $2,212,000 due to
the benefit of renegotiations for some of our supplier contracts
as we signed global data supply arrangements for all our
businesses coupled with the closure of the Index Services
business at the end of 2003. This is partially offset by
increased sales-related commission costs associated with the
higher sales growth across our businesses and higher staffing
and consulting expenditures for various regulatory compliance
projects including compliance with the provisions of the
Sarbanes-Oxley Act and related SEC rules and the Investment
Advisers Act.
21
Within the Active Trader Services segment, selling, general and
administrative expenses increased by $4,066,000, or 27.1%, from
$14,981,000 in 2003 to $19,047,000 in 2004, including selling,
general and administrative expenses of $3,559,000 in 2004 from
the assets of FutureSource. Underlying selling, general and
administrative expenses increased by $507,000 primarily due to
higher advertising and marketing expenses related to the launch
of new services.
|
|
|
Corporate and Unallocated |
Selling, general and administrative expenses within the
Corporate and unallocated segment increased from $16,982,000 in
2003 to $24,294,000 in 2004, an increase of $7,312,000, or
43.1%, due to costs associated with our data center
consolidation initiative and higher staffing and consulting and
audit expenditures mainly related to compliance with the
provisions of the Sarbanes-Oxley Act and related SEC rules. Data
center consolidation initiative related expenses, which are
included in selling, general and administrative expenses
in 2004, will be classified as cost of services in 2005 when the
new East Coast data center will be fully operational.
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
% Change | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Institutional Services
|
|
$ |
12,857 |
|
|
$ |
12,966 |
|
|
|
(0.8 |
)% |
Active Trader Services
|
|
|
3,682 |
|
|
|
3,568 |
|
|
|
+3.2 |
% |
Corporate and unallocated
|
|
|
1,522 |
|
|
|
273 |
|
|
|
+457.5 |
% |
Foreign Exchange
|
|
|
460 |
|
|
|
|
|
|
|
|
|
TOTAL DEPRECIATION
|
|
$ |
18,521 |
|
|
$ |
16,807 |
|
|
|
+10.2 |
% |
Depreciation expense increased by $1,714,000, or 10.2%, from
$16,807,000 in 2003 to $18,521,000 in 2004. The ComStock
business and the HyperFeed customer contracts contributed
$3,041,000 to depreciation expense in 2004 and $2,440,000 to
depreciation expense in 2003. The FutureSource business
contributed depreciation expense of $202,000 in 2004. Foreign
exchange increased depreciation expense by $460,000 in 2004
mainly due to the weakness of the US dollar against the UK pound
sterling referred to above.
Depreciation expense within the Institutional Services segment
decreased from $12,966,000 in 2003 to $12,857,000 in 2004, a
decrease of $109,000, or 0.8%, including depreciation expense of
$3,041,000 in 2004 and $2,440,000 in 2003 related to assets
acquired with the ComStock business and the HyperFeed customer
contracts. Foreign exchange increased Institutional Services
depreciation expense by $460,000 in 2004 mainly due to the
weakness of the US dollar against the UK pound sterling referred
to above. Underlying depreciation within the Institutional
Services segment expense decreased by $710,000 due to the normal
expiration of asset lives in the second half of 2003 and during
2004.
Within the Active Trader Services segment, depreciation expense
increased by $114,000, or 3.2%, from $3,568,000 in 2003 to
$3,682,000 in 2004, including depreciation expense of $202,000
in 2004 from the assets of FutureSource. Underlying depreciation
expense within the Active Trader Services segment decreased by
$88,000 primarily due to normal expiration of asset lives in the
second half of 2003 and during 2004.
|
|
|
Corporate and Unallocated |
Depreciation expense within the Corporate and unallocated
segment increased from $273,000 in 2003 to $1,522,000 in 2004,
an increase of $1,249,000, or 457.5%, due to the phased
implementation during 2004 of our new East Coast data center.
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
% Change | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Corporate and unallocated
|
|
$ |
22,216 |
|
|
$ |
19,774 |
|
|
|
+12.4 |
% |
TOTAL AMORTIZATION
|
|
$ |
22,216 |
|
|
$ |
19,774 |
|
|
|
+12.4 |
% |
We do not allocate intangible amortization expense to our
operating segments due to the fact that our chief operating
decision maker does not use this information in evaluating the
operations for each of our segments. (See Note 13 in the
Notes to the Consolidated Financial Statements in Item 8 of this
Annual Report on Form 10-K for discussion of our segments).
Within the Corporate and unallocated segment, amortization
expense associated with acquired intangible assets increased
from $19,774,000 in 2003 to $22,216,000 in 2004, an increase of
$2,442,000, or 12.4%. The assets we acquired with the ComStock
business and the HyperFeed customer contracts contributed
$8,128,000 to amortization expense in 2004 and $5,981,000 to
amortization expense in 2003. The FutureSource assets
contributed amortization expense of $347,000 in 2004. Underlying
amortization expense declined by $52,000 due to the normal
expiration of intangible asset lives during 2004.
Other Condensed Consolidated Financial Information
Income from operations increased from $115,349,000 in 2003 to
$125,869,000 in 2004, an increase of $10,520,000, or 9.1%. The
increase in income from operations was due to the higher
operating results discussed above.
Other income increased from $1,100,000 in 2003 to $2,522,000 in
2004, an increase of $1,422,000, or 129.3%, mainly due to higher
interest income from a higher average cash balance and
marginally higher interest rates.
Income before taxes increased from $116,449,000 in 2003 to
$128,391,000 in 2004, an increase of $11,942,000, or 10.3%,
reflecting the higher income from operations and other income.
Our effective tax rate declined from 38.0% in 2003 to 37.5% in
2004, primarily resulting from initiatives instituted in 2003
and a shift in geographic income to lower tax rate jurisdictions.
We generated net income of $72,201,000 in 2003 compared with net
income of $80,271,000 in 2004. This improvement was primarily
due to higher income from operations in 2004 as compared with
2003 as discussed above.
We generated basic net income per share of $0.78 and diluted net
income per share of $0.76 in 2003, as compared with basic net
income per share of $0.86 and diluted net income per share of
$0.84 in 2004 due to higher net income, partially offset by a
higher number of weighted average shares outstanding.
Weighted average basic shares outstanding increased by 0.9% in
2004 and weighted average diluted shares increased by 1.1% in
2004 due to options exercised in the past 12 months and the
issuance of shares under our 2001 Employee Stock Purchase Plan,
partially offset by repurchases under our publicly announced
stock repurchase plan.
23
2003 versus 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 | |
|
2002 | |
|
% Change | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Institutional Services
|
|
|
|
|
|
|
|
|
|
|
|
|
FT Interactive Data
|
|
$ |
302,743 |
|
|
$ |
297,395 |
|
|
|
+1.8 |
% |
CMS BondEdge
|
|
|
30,488 |
|
|
|
29,643 |
|
|
|
+2.9 |
% |
ComStock
|
|
|
54,093 |
|
|
|
|
|
|
|
|
|
Other
|
|
|
3,507 |
|
|
|
3,957 |
|
|
|
(11.4 |
)% |
Foreign Exchange
|
|
|
6,581 |
|
|
|
|
|
|
|
|
|
Institutional Services Total
|
|
|
397,412 |
|
|
|
330,995 |
|
|
|
+20.1 |
% |
Active Trader Services
|
|
|
|
|
|
|
|
|
|
|
|
|
eSignal
|
|
|
43,426 |
|
|
|
39,542 |
|
|
|
+9.8 |
% |
Broadcast
|
|
|
1,852 |
|
|
|
4,478 |
|
|
|
(58.6 |
)% |
Active Trader Services Total
|
|
|
45,278 |
|
|
|
44,020 |
|
|
|
+2.9 |
% |
TOTAL SERVICE REVENUE
|
|
$ |
442,690 |
|
|
$ |
375,015 |
|
|
|
+18.0 |
% |
Total Service Revenue
Total service revenue increased from $375,015,000 in 2002 to
$442,690,000 in 2003, an increase of $67,675,000, or 18.0%. The
ComStock business and the HyperFeed customer contracts
contributed $54,093,000 of service revenue in 2003. Foreign
exchange contributed $6,581,000 to service revenue in 2003. This
was mainly due to the weakness of the US dollar against the UK
pound sterling. The average rate for the US dollar against the
UK pound sterling was $1.635 in 2003 compared with $1.503 in
2002.
Service revenue within the Institutional Services segment
increased from $330,995,000 in 2002 to $397,412,000 in 2003 an
increase of $66,417,000, or 20.1%, including service revenue of
$54,093,000 in 2003 from the ComStock business and the HyperFeed
customer contracts. Foreign exchange contributed $6,581,000 to
service revenue within the Institutional Services segment in
2003.
Service revenue for the FT Interactive Data business increased
from $297,395,000 in 2002 to $302,743,000 in 2003, an increase
of $5,348,000, or 1.8%. The main growth for the FT Interactive
Data business came from North America, where despite difficult
market conditions and a higher than historical level of
cancellations, service revenue grew by 3.1%. The increase was
driven primarily by the continued success of the sale of
evaluated pricing services helped by the introduction of the
Fair Value Information Service and moderate price increases. The
European business of FT Interactive Data declined by 2.9% from
2002 to 2003 with new sales being more than offset by a high
level of cancellations and customer requests for service
downgrades. The Asia Pacific business of FT Interactive Data
grew by 8.6%, with the main growth coming from Australia. In the
other Asia Pacific markets of Hong Kong and Singapore, service
revenue was relatively flat.
The CMS BondEdge business grew service revenue by $845,000, or
2.9%, as it continued to see a slowdown in new business as a
result of customer reluctance to commit to new services due to
economic conditions.
The ComStock business contributed $54,093,000 of service revenue
during the ten months of 2003. Progress was made in promoting
the ComStock real time feed service to the FT Interactive Data
customer base. Following the acquisition of HyperFeeds
customer contracts, the ComStock business began migrating this
customer base from the HyperFeed production platform to the
existing ComStock production platform.
24
Other service revenue declined by 11.4% from 2003, which mainly
represented a slow-down in our real time foreign exchange data
business which has now been integrated with the ComStock
business.
Within the Active Trader Services segment, service revenue for
the eSignal business grew by $1,258,000, or 2.9%, from
$44,020,000 in 2002 to $45,278,000 in 2003, which included a
58.6% or $2,626,000 decline in the broadcast business from
$4,478,000 in 2002 to $1,852,000 in 2003. Underlying service
revenue for the Internet-delivered services, other than
broadcast, increased by $3,884,000 due to the number of direct
subscribers increasing by 12.7% in the year to approximately
32,000, partially offset by lower average net subscription fees.
Service Revenue by Geographic Region
|
|
|
|
|
|
|
|
|
|
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
|
(In thousands) | |
United States
|
|
$ |
344,869 |
|
|
$ |
300,627 |
|
United Kingdom
|
|
|
62,783 |
|
|
|
51,273 |
|
All other European Countries and Canada
|
|
|
28,871 |
|
|
|
18,141 |
|
Asia
|
|
|
6,167 |
|
|
|
4,974 |
|
TOTAL SERVICE REVENUE
|
|
$ |
442,690 |
|
|
$ |
375,015 |
|
Total Costs and Expenses
Total costs and expenses for the Institutional Services segment
for 2003 include the costs and expenses of FT Interactive Data,
ComStock and CMS BondEdge and total costs and expenses for the
Institutional Services segment for 2002 include the costs and
expenses of FT Interactive Data and CMS BondEdge. Total costs
and expenses for the Active Trader Services segment for 2003 and
2002 include the costs and expenses of eSignal and the broadcast
business. Total costs and expenses for the Corporate and
unallocated segment include costs and expenses related to
corporate, general and administrative activities, costs
associated with our data center consolidation initiative and
intangible asset amortization.
Cost of Services
Cost of services expenses, exclusive of depreciation, are
composed mainly of personnel related expenses, communication and
data acquisition costs, and expenditures associated with
software and hardware maintenance agreements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 | |
|
2002 | |
|
% Change | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Institutional Services
|
|
$ |
119,314 |
|
|
$ |
89,874 |
|
|
|
+32.8 |
% |
Active Trader Services
|
|
|
20,240 |
|
|
|
20,447 |
|
|
|
(1.0 |
)% |
Foreign Exchange
|
|
|
2,077 |
|
|
|
|
|
|
|
|
|
TOTAL COST OF SERVICES
|
|
$ |
141,631 |
|
|
$ |
110,321 |
|
|
|
+28.4 |
% |
Cost of services expenses increased by $31,310,000, or 28.4%,
from $110,321,000 in 2002 to $141,631,000 in 2003. The ComStock
business and the HyperFeed customer contracts contributed
$24,263,000 to cost of services expenses in 2003. Foreign
exchange increased cost of services expenses by $2,077,000 in
2003 mainly due to the weakness of the US dollar against the UK
pound sterling referred to above. Cost of services as a
percentage of revenue increased from 29.4% in 2002 to 32.0% in
2003.
Cost of services within the Institutional Services segment
increased from $89,874,000 in 2002 to $119,314,000 in 2003, an
increase of $29,440,000, or 32.8%, including cost of services of
$24,263,000 in 2003
25
from the ComStock business and the HyperFeed customer contracts.
Foreign exchange increased the Institutional Services segment
cost of services by $2,077,000 in 2003. Underlying cost of
services within the Institutional Services segment increased by
$5,177,000 due to investments in increasing the breadth and
quality of our evaluated pricing data and operations partially
offset by synergies achieved from integration of the SPS
operations with those of FT Interactive Data.
Within the Active Trader Services segment, cost of services
decreased by $207,000, or 1.0%, from $20,447,000 in 2002 to
$20,240,000 in 2003 primarily due to the wind down of the
broadcast business during 2003 partially offset by investment in
product development resources.
Selling, General & Administrative Expenses
Selling, general and administrative expenses are comprised
mainly of personnel-related, outside professional services,
advertising and marketing, occupancy-related and commissions to
third parties.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 | |
|
2002 | |
|
% Change | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Institutional Services
|
|
$ |
113,814 |
|
|
$ |
102,984 |
|
|
|
+10.5 |
% |
Active Trader Services
|
|
|
14,981 |
|
|
|
16,202 |
|
|
|
(7.5 |
)% |
Corporate and unallocated
|
|
|
16,982 |
|
|
|
14,039 |
|
|
|
+21.0 |
% |
Foreign Exchange
|
|
|
3,352 |
|
|
|
|
|
|
|
|
|
TOTAL SG&A
|
|
$ |
149,129 |
|
|
$ |
133,225 |
|
|
|
+11.9 |
% |
Selling, general and administrative expenses increased by
$15,904,000, or 11.9%, from $133,225,000 in 2002 to $149,129,000
in 2003. The ComStock business contributed $18,066,000 to
selling, general and administrative expenses in 2003. Foreign
exchange increased selling, general and administrative expenses
by $3,352,000 in 2003 mainly due to the weakness of the US
dollar against the UK pound sterling referred to above. Selling,
general and administrative expenses as a percentage of revenue
decreased from 35.5% in 2002 to 33.7% in 2003.
Selling, general and administrative expenses within the
Institutional Services segment increased from $102,984,000 in
2002 to $113,814,000 in 2003, an increase of $10,830,000, or
10.5%, including selling, general and administrative expenses of
$18,066,000 in 2003 from the ComStock business. Foreign exchange
increased the Institutional Services segment selling, general
and administrative expenses by $3,352,000 in 2003. Underlying
selling, general and administrative expenses within the
Institutional Services segment decreased by $7,236,000 due to
synergies achieved from merging the SPS operations into the FT
Interactive Data business coupled with the write-off of some
capitalized development costs in Europe in 2002. Offsetting
these savings were restructuring charges totaling $3,311,000,
related to the first stage in the consolidation of our US data
centers, severance relating to our decision to outsource some of
our European data collection to a lower cost site, and costs
related to the closure of our Index Services unit.
Within the Active Trader Services segment, selling, general and
administrative expenses decreased by $1,221,000, or 7.5%, from
$16,202,000 in 2002 to $14,981,000 in 2003 due mainly to a
charge of $673,000 for unoccupied office space in 2002 coupled
with lower property tax reserve requirements in 2003.
|
|
|
Corporate and Unallocated |
Selling, general and administrative expenses within the
Corporate and unallocated segment increased from $14,039,000 in
2002 to $16,982,000 in 2003, an increase of $2,943,000, or
21.0%, due to a charge of $1,368,000 in 2003 related to the
write down of the carrying value of a 5% interest we held in a
company that
26
we spun off in 2000 coupled with a reserve of $1,000,000 in 2003
to provide for the settlement to shareholders related to a civil
action with shareholders of two Heartland Group high-yield
municipal bond funds.
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 | |
|
2002 | |
|
% Change | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Institutional Services
|
|
$ |
12,641 |
|
|
$ |
10,170 |
|
|
|
+24.3 |
% |
Active Trader Services
|
|
|
3,568 |
|
|
|
4,015 |
|
|
|
(11.1 |
)% |
Corporate and unallocated
|
|
|
273 |
|
|
|
315 |
|
|
|
(13.3 |
)% |
Foreign Exchange
|
|
|
325 |
|
|
|
|
|
|
|
|
|
TOTAL DEPRECIATION
|
|
$ |
16,807 |
|
|
$ |
14,500 |
|
|
|
+15.9 |
% |
Depreciation expense increased by $2,307,000, or 15.9%, from
$14,500,000 in 2002 to $16,807,000 in 2003. The ComStock
business and the HyperFeed customer contracts contributed
$2,440,000 to depreciation expense in 2003. Foreign exchange
increased the Institutional Services segment depreciation
expense by $325,000 in 2003 mainly due to the weakness of the US
dollar against the UK pound sterling referred to above.
Depreciation expense within the Institutional Services segment
increased from $10,170,000 in 2002 to $12,641,000 in 2003, an
increase of $2,471,000, or 24.3%, including depreciation expense
of $2,440,000 in 2003 related to assets acquired with the
ComStock business, and the HyperFeed customer contracts. Foreign
exchange increased the Institutional Services segment
depreciation expense by $325,000 in 2003 mainly due to the
weakness of the US dollar against the UK pound sterling referred
to above. Underlying depreciation within the Institutional
Services segment expense was essentially flat for 2003 as
compared with 2002.
Within the Active Trader Services segment, depreciation expense
decreased by $447,000, or 11.1%, from $4,015,000 in 2002 to
$3,568,000 in 2003 primarily due to normal expiration of asset
lives in the second half of 2002 and during 2003.
|
|
|
Corporate and Unallocated |
Depreciation expense within the Corporate and unallocated
segment in 2003 of $273,000 was slightly lower than in 2002. In
addition, the majority of capital expenditures related to the
data center consolidation initiative occurred in the final
quarter of 2003, and the impact did not affect operating results
until 2004.
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 | |
|
2002 | |
|
% Growth | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Corporate and unallocated
|
|
$ |
19,774 |
|
|
$ |
18,737 |
|
|
|
+5.5 |
% |
TOTAL AMORTIZATION
|
|
$ |
19,774 |
|
|
$ |
18,737 |
|
|
|
+5.5 |
% |
|
|
|
Corporate and Unallocated |
We do not allocate intangible amortization expense to our
operating segments due to the fact that our chief operating
decision maker does not use this information in evaluating the
operations for each of our segments (see Note 13 in the
Notes to the Consolidated Financial Statements in Item 8 of
this Annual Report on Form 10-K for discussion of our
segments). Within the Corporate and unallocated segment,
amortization expense increased from $18,737,000 in 2002 to
$19,774,000 in 2003, an increase of $1,037,000, or 5.5%. The
ComStock business and the HyperFeed customer contracts
contributed $5,981,000 to amortization expense in 2003.
Underlying amortization expense declined by $4,944,000 due to
certain intangibles relating to previous
27
acquisitions and some intangibles created at the time of the
merger of Data Broadcasting Corporation and Interactive Data
Corporation in 2000 becoming fully amortized. (See Note 3
in the Notes to the Consolidated Financial Statements in
Item 8 of this Annual Report on Form 10-K).
Other Condensed Consolidated Financial Information
Income from operations increased from $98,232,000 in 2002 to
$115,349,000 in 2003, an increase of $17,117,000 or 17.4%. The
increase in income from operations was due to the higher
operating results discussed above.
Other income decreased from $1,989,000 in 2002 to $1,100,000 in
2003, reflecting a decline in interest rates and lower invested
cash following the acquisition of ComStock and HyperFeeds
customer contracts. Both of these were acquired using existing
cash resources.
Income before taxes increased from $100,221,000 in 2002 to
$116,449,000 in 2003, an increase of $16,228,000 or 16.2%,
reflecting the higher income from operations being partially
offset by lower other income.
Our effective tax rate declined from 39.4% in 2002 to 38.0% in
2003, primarily attributable to initiatives instituted in 2003.
We generated net income of $60,733,000 in 2002 compared with net
income of $72,201,000 in 2003, an increase of $11,468,000, or
18.9%. This improvement was primarily due to the higher income
from operations in 2003 as compared with 2002, discussed above.
We generated basic net income per share of $0.67 and diluted net
income per share of $0.65 in 2002, as compared with basic net
income per share of $0.78 and diluted net income per share of
$0.76 in 2003, due to a higher net income partially offset by a
higher number of weighted average shares outstanding.
Weighted average basic shares outstanding increased by 1.3% in
2003 and weighted average diluted shares increased by 0.8% in
2003 due to options exercised in 2003 as well as a higher level
of stock options outstanding in 2003, partially offset by
repurchases under our stock repurchase plan.
Liquidity and Capital Resources
Operating Activities
Cash provided by operating activities was $121,702,000,
$109,554,000 and $84,380,000, in 2004, 2003, and 2002,
respectively. The increase from 2003 to 2004 of $12,148,000 was
due in part to an increase in net income of $8,070,000, higher
depreciation and amortization of $4,156,000, an increase of
$1,644,000 on deferred income taxes and higher non-cash items of
$730,000. Partially offsetting these positive items was a
decline in our working capital of $2,454,000 which was primarily
due to higher bonuses paid to management in 2004 as compared to
those paid in 2003.
The increase from 2002 to 2003 of $25,174,000 was due in part
from an increase in net income of $11,468,000, higher
depreciation and amortization of $3,344,000, higher non cash
items of $1,636,000 representing a charge of $1,368,000 related
to a 5% interest in a company that we spun off in 2000 and the
introduction of a deferred stock compensation plan to certain
executives and members of the board of directors, coupled with
improved working capital of $12,099,000. Partially offsetting
these positive items was a lower tax benefit from the exercise
of employee stock options of $1,097,000. The improvement of
$12,099,000 in working capital was mainly due to lower pension
charges and funding for the UK and US pension plans, higher
accrued expenses for bonuses and data center consolidation costs
associated with our new Boxborough, Massachusetts Data Center,
and a benefit from a higher 2003 tax provision being only
partially offset by higher income tax payments.
28
Investing Activities
Capital expenditures increased from $21,503,000 in 2003 to
$23,898,000 in 2004, due mainly to activities associated with
the data center consolidation initiative, including the
completion of the build out and the purchase of additional
equipment and technical infrastructure for the new East Coast
data center in Boxborough, Massachusetts and also the
development of internal use software to consolidate our multiple
real time data collection plants in the future. Capital
expenditures increased from $13,561,000 in 2002 to $21,503,000
in 2003 due mainly to the build out of the new East Coast data
center. We expect capital expenditures to continue to grow in
2005 as we continue the consolidation of our data centers and
improve the resiliency and disaster recovery abilities of all
our businesses through the expansion of our West Coast data
center in Hayward, California. In addition, we anticipate
investing additional capital resource to enhance our real-time
infrastructure in order to address the increased market volumes,
especially in the US options markets. In 2005, we expect to
spend $24,000,000 to $26,000,000 on capital expenditures.
In January 2002, we acquired the SPS business from Merrill
Lynch. The consideration was $48,000,000 in cash, paid from the
existing cash resources.
In February 2003, we acquired Comstock from McGraw-Hill for
$115,972,000 in cash. We funded this acquisition from existing
cash resources. In October 2003, we also acquired the
consolidated market data feed client contracts from HyperFeed
for $8,500,000, consisting of an initial payment of $7,375,000
with the balance to be paid over 24 months as agreed upon
milestones are reached, offset by cash acquired of $1,011,000.
Because certain milestones were not met, the purchase price of
the HyperFeed contracts has been adjusted downward to
$8,375,000. Our remaining payments total $750,000. We funded
this acquisition from existing cash resources. In September
2004, we acquired the assets of FutureSource for $18,000,000 in
cash, offset by cash acquired of $317,000. We funded this
acquisition from existing cash resources. In addition, as part
of our efforts to improve the rate of return on invested cash,
we purchased $2,371,000 of municipal bonds whose maturity is
less than 180 days.
Financing Activities
In 2004, we utilized $17,328,000 to repurchase 945,000
outstanding shares of common stock. Also in 2004, we received
$12,935,000 from the exercise of options to
purchase 1,157,000 shares of common stock and the
issuance of 124,000 shares of common stock in connection
with our employee stock purchase plan.
In 2003, we utilized $1,330,000 to repurchase 100,000
outstanding shares of common stock. Also in 2003, we received
$9,925,000 from the exercise of options to
purchase 1,195,000 shares of common stock and the
issuance of 118,000 shares of common stock in connection
with our employee stock purchase plan.
In 2002, we utilized $1,377,000 to repurchase 100,000
outstanding shares of common stock. Also in 2002, we received
$10,411,000 from the exercise of options to
purchase 1,404,000 shares of common stock and the
issuance of 50,000 shares of common stock in connection
with our employee stock purchase plan.
Management believes that the cash and cash equivalents and
expected cash flows generated by operating activities will be
sufficient to meet our cash needs for the foreseeable future. We
currently have no long-term debt.
Income Taxes
Our effective income tax rate was an expense of 37.5%, 38.0%,
and 39.4% in 2004, 2003 and 2002, respectively. The difference
between the effective tax rate and the statutory federal rate of
35% for these years is due primarily to state and local taxes
and the effect on non-US operations taxed at lower rates.
We recognize future tax benefits or expenses attributable to our
taxable temporary differences and net operating loss carry
forwards. Recognition of deferred tax assets is subject to our
determination that realization is more likely than not. Based on
taxable income projections, we believe that the recorded
deferred tax assets will be realized.
29
The American Jobs Creation Act of 2004, or the Act, became law
on October 22, 2004. The Act covers a wide range of
business tax issues and contains a number of changes to the
Internal Revenue Code that may impact us and our accounting for
income taxes in 2005. We are in the process of evaluating the
effect that the Act may have on our financial position,
operating results and cash flows in the future.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements, as defined in
Regulation S-K, Item 303(a)(4)(ii).
Related Parties Transactions
We are a party to a management services agreement with Pearson
that became effective as of February 29, 2000. Pearson,
through a subsidiary, owns approximately 60% of our issued and
outstanding common stock. This agreement governs the provision
of services by either company (and each companys
subsidiaries) to the other and renews annually.
Pursuant to the agreement, Pearson provides certain services to
us and we provide certain services to Pearson. The services
provided by Pearson afford us administrative convenience and we
believe the terms of such services are more favorable to us than
if we had negotiated similar arrangements with non-affiliated
third parties. The services provided by Pearson include
administering 401(k), travel, employee health benefit plans and
insurance plans in the United States and United Kingdom, use of
a back up disaster recovery site, and billing, accounts payable,
accounts receivable, computer and accounting system support,
financial accounting, tax and payroll services related to
certain of our subsidiaries, primarily in the United Kingdom.
The services provided by us to Pearson include the provision of
financial data. A majority of the charges for services to and
from Pearson and its affiliates are at cost. Prior to entering
into any service arrangement with Pearson, we assess whether it
would be more advantageous to obtain such services from a third
party. The independent committee of our board of directors,
which currently consists of four directors, none of whom are
employees of Pearson, approved the management services agreement
on our behalf. There was no material effect on our financial
condition or results of operations as a result of entering into
the agreement. If Pearsons services were to be terminated,
we would be required to seek equivalent services in the open
market at potentially increased costs. The management services
agreement is amended from time to time by mutual agreement to
address changes in the terms or services provided to or on our
behalf. The Independent Committee approves any such
modifications. From time to time, we assess the ongoing
relationships between us and Pearson, and if we determine that
it would be more advantageous to secure any such services
outside of Pearson, we pursue doing so.
In addition, in the ordinary course of business, we are involved
in transactions with certain businesses that are owned by or
affiliated with Pearson. Certain of our businesses license
market data and related services at commercial rates to certain
businesses owned by or affiliated with Pearson and also acquire
a range of services related to specific financial market indices
from certain businesses owned by or affiliated with Pearson. We
believe that the terms and conditions of these transactions are
fair and reasonable. Certain of our businesses purchase
advertising at discounted rates and other promotional services
from certain businesses owned by or affiliated with Pearson.
Any amounts payable or receivable to and from Pearson or Pearson
affiliates are classified as an affiliate transaction on the
balance sheet. For the years ended December 31, 2004, 2003
and 2002, we recorded revenue of $2,563,000, $2,711,000 and
$2,238,000, respectively, for services provided to Pearson. For
the years ended December 31, 2004, 2003 and 2002, we
recorded expense of $3,658,000, $3,115,000, and $2,902,000,
respectively, for these services received from Pearson.
In 2001, we entered into a trademark license agreement with
Pearsons Financial Times Group authorizing us to use the
FT and Financial Times trademarks and
logos in our business. The license grants us the right to use
the FT and Financial Times brands for a five-year period for one
UK pound sterling with an automatic renewal thereafter, unless
terminated. The license is subject to quality control standards,
restrictions on sublicensing the trademarks to third parties and
certain other restrictions. The independent committee of our
board of directors approved this agreement on our behalf.
30
In the third quarter of 2004, we recorded a capital contribution
from Pearson of $1,962,000 for an adjustment to a liability
attributed to a former affiliate of Pearson that was sold in
1999, prior to the Merger. This adjustment had no impact on our
net income or on Pearsons ownership percentage of our
issued and outstanding common stock. In the fourth quarter of
2004, we recorded a capital contribution from Pearson of
$1,889,000, which represented the final settlement of certain
employee benefit matters for which ultimate payment was not
required.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and
results of operations is based upon our consolidated financial
statements, which have been prepared in accordance with
accounting principles generally accepted in the United States.
For a detailed discussion on the application of these and other
accounting policies, see Note 1 in the Notes to the
Consolidated Financial Statements in Item 8 of this Annual
Report on Form 10-K.
The preparation of these financial statements requires us to
make estimates and judgments that affect the reported amounts of
assets, liabilities, revenue and expenses, and related
disclosure of contingent assets and liabilities. On an on-going
basis, we evaluate our estimates, including those related to
revenue recognition, goodwill and intangible assets, accrued
liabilities and income taxes. We base our estimates on
historical experience and on various other assumptions 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.
We believe the following critical accounting policies require
our most significant judgments and estimates used in the
preparation of our consolidated financial statements:
Revenue is recognized over contractual periods as services are
performed. Amounts recognized as revenue are determined based
upon contractually agreed upon fee schedules with our customers.
We account for subscription revenue received in advance of
service being performed by deferring such amounts until the
related services are performed. From time to time, we are
required to adjust revenue associated with incorrect billings
and data accessed inadvertently by customers. We maintain a
reserve for these adjustments based upon historical experience
and believe that the reserve established as of December 31,
2004 is adequate.
Goodwill is recorded in connection with business acquisitions
and represents the excess purchase price over the fair value of
identifiable net assets at the acquisition date. On
January 1, 2002, we adopted Financial Accounting Standard
No. 142, Goodwill and Other Intangible Assets,
or FAS 142. As a result of the adoption of this standard,
we ceased recording amortization expense associated with our
goodwill.
FAS 142 requires an impairment test of goodwill assigned to
our reporting units to be performed on an annual basis or
whenever events or circumstances indicate an impairment may
exist. Each impairment test is based upon a comparison of the
fair value of the reporting unit, determined using a discounted
cash flow model to the net book value of the reporting unit.
Projections used in these analyses are consistent with those
used by our management to run the company and make capital
allocation decisions. If impairment is indicated due to the book
value being in excess of the fair value, the goodwill is written
down to its implied fair value.
Intangible assets include securities databases, computer
software, covenants not to compete, and customer lists arising
principally from acquisitions. Such intangibles are valued on
the acquisition dates based on a combination of replacement cost
and comparable purchase methodologies by a third party appraiser
and are amortized over periods ranging from two to twenty five
years. The carrying amount of these balances is
31
evaluated periodically by us in relation to the operating
performance and fair value of the underlying assets. Adjustments
are recorded if we determine that the fair value is less than
book value.
We maintain balances for certain accrued liabilities as they
relate to employee costs such as medical costs and other costs
such as data charges, communications and royalties. These
amounts are based upon managements best estimates and
judgment based upon historical experience and on various other
assumptions that are believed to be reasonable under the
circumstances.
We determine our income tax expense in each of the jurisdictions
in which we operate. The income tax expense includes an estimate
of the current tax expense as well as a deferred tax expense,
which results from the determination of temporary differences
arising from the different treatment of items for book and tax
purposes.
We recognize future tax benefits or expenses attributable to our
taxable temporary differences and net operating loss carry
forwards. We recognize our deferred tax assets to the extent
that the recoverability of these assets satisfy the more
likely than not recognition criteria in Statement of
Financial Accounting Standards No. 109 Accounting for
Income Taxes. Based upon projections of future book and
taxable income, we believe that the recorded tax assets will be
realized.
We currently provide income taxes on the earnings of foreign
subsidiaries and associated companies to the extent these
earnings are currently taxable or expected to be remitted. Taxes
have not been provided on approximately $49,000,000 of
accumulated foreign unremitted earnings, which are expected to
remain invested indefinitely.
Commitments and Contingencies
We have no outstanding debt. We meet our existing working
capital and capital expenditure needs from our existing
operating cash flow.
We have obligations under non-cancelable operating leases for
real estate, equipment and distribution agreements for satellite
and cable space and FM radio channels. Certain of the leases
include renewal options and escalation clauses. Real estate
leases are for our corporate headquarters, sales offices, major
operating units and data centers.
Future operating lease obligations, as of December 31,
2004, are summarized in the chart below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment Due by Period | |
|
|
| |
|
|
|
|
Less Than | |
|
|
|
More Than | |
Contractual Obligations |
|
Total | |
|
1 Year | |
|
1-3 Years | |
|
3-5 Years | |
|
5 Years | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Operating Lease Obligations
|
|
$ |
67,702 |
|
|
$ |
13,116 |
|
|
$ |
19,228 |
|
|
$ |
16,829 |
|
|
$ |
18,529 |
|
Total
|
|
$ |
67,702 |
|
|
$ |
13,116 |
|
|
$ |
19,228 |
|
|
$ |
16,829 |
|
|
$ |
18,529 |
|
We expect to satisfy our lease obligations from our existing
cash flow. Our key operating locations operate in facilities
under long-term leases, the earliest of which will expire in
2005. We believe we will be able to successfully negotiate key
operating leases and/or find alternative locations for our
facilities without significant interruption to the business.
Inflation
Although management believes that inflation has not had a
material effect on the results of operations during the past
three years, there can be no assurance that results of
operations will not be affected by inflation in the future.
32
Seasonality and Market Activity
Historically, we have not experienced any material seasonal
fluctuations in our business and we do not expect to experience
seasonal fluctuations in the future. However, financial
information market demand is largely dependent upon activity
levels in the securities markets. The lower activity levels as a
result of the downturn in the financial markets impacted revenue
in the first half of 2004. In the event that the US or
international financial markets were to suffer a prolonged
downturn that results in a significant decline in investor
activity in trading securities, our sales and revenue could be
adversely affected. The degree of such consequences is
uncertain. Our exposures in the US in this area could be
mitigated in part by our service offerings in non-US markets.
Recently Issued Accounting Pronouncements
On December 16, 2004, the Financial Accounting Standards
Board issued Financial Accounting Standard No. 123(R),
Share-Based Payment, or FAS 123(R).
FAS 123(R) revises Financial Accounting Standard
No. 123, Accounting for Stock-Based
Compensation and requires companies to expense the fair
value of employee stock options and other forms of stock-based
compensation. FAS 123(R) supersedes Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to
Employees and amends Financial Accounting Standard
No. 95, Statement of Cash Flows.
FAS 123(R) must be adopted no later than periods beginning
after June 15, 2005 and we expect to adopt FAS 123(R)
on the effective date. We expect that the adoption of this
standard to have a material impact on our net income and
earnings per share. We are required to adopt SFAS 123(R) in
the third quarter of 2005. The pro forma disclosures previously
permitted under SFAS 123 no longer will be an alternative
to financial statement recognition. See Note 1 in the Notes
to the Consolidated Financial Statements in Item 8 of this
Annual Report on Form 10-K for the pro forma net income and
net income per share amounts, for the years 2002 through 2004,
as if we had used a fair value based method similar to the
methods required under SFAS 123(R) to measure compensation
expense for employee stock incentive awards.
Information Regarding Forward-Looking Statements
From time to time, including in this Annual Report on
Form 10-K and our annual report to shareholders, we may
issue forward-looking statements relating to such matters as
anticipated financial performance, business prospects, strategy,
plans, critical accounting policies, technological developments,
new services, consolidation activities, research and development
activities, regulatory, market and industry trends and similar
matters. The Private Securities Litigation Reform Act of 1995
and federal securities laws provide safe harbors for
forward-looking statements. We note that a variety of factors,
including known and unknown risks and uncertainties as well as
incorrect assumptions, could cause our actual results and
experience to differ materially from the anticipated results or
other expectations expressed in such forward-looking statements.
The factors that may affect the operations, performance,
development and results of our business include the following:
A decline in activity levels in the securities markets could
lower demand for our services. Our business is dependent
upon the health of the financial markets as well as the
financial health of the participants in those markets. Some of
the financial data and information market demand is dependent
upon activity levels in the securities markets while other
demand is static and is not dependent on activity levels. In the
event that the US or international financial markets suffer a
prolonged downturn that results in a significant decline in
investor activity, our revenue levels could be materially
adversely affected. We have experienced higher than normal
cancellations or downgrades as a result of the cost cutting
pressures evident in the financial services sector in recent
years and such cancellations or downgrades may continue.
Consolidation of financial services within and across
industries could lower demand for our services. As
consolidation occurs and synergies are achieved, the number of
potential customers for our services decreases. This
consolidation has two forms: consolidations within an industry,
such as banking, and across industries, such as consolidations
of insurance, banking and brokerage companies. When two
companies that separately subscribe to or use our services
combine, they may terminate or reduce duplicative subscriptions
for our
33
services or if they are billed on a usage basis, usage may
decline due to synergies created by the business combination. We
experienced higher than normal cancellations in recent years as
a result of this trend and these consolidations and
cancellations may continue. A large number of cancellations, or
lower utilization resulting from consolidations, could have a
material adverse effect on our revenue.
The continuing impact of cost-cutting pressures across the
financial services industry could cause lower demand for our
services. Many customers within the financial services
industry are striving to reduce their operating costs. To
achieve this goal, customers may seek to reduce their spending
on market data services and related analytical tools. If
customers elect to reduce their spending with us, our results of
operations could be materially adversely affected.
Alternatively, customers may use other strategies to reduce
their overall spending on market data services, either by
consolidating their spending with a fewer number of vendors or
by selecting vendors with lower-cost offerings. If customers
elect to consolidate their spending on market data services with
other vendors and not us, or if we cannot price our services as
aggressively as the competition, our results of operations could
be materially adversely affected.
We compete against companies with greater financial
resources. We operate in highly competitive markets in which
we compete with other distributors of financial and business
information and related services. We expect competition to
continue to be rigorous. Some of our competitors and potential
competitors have significantly greater financial, technical and
marketing resources than we have. These competitors may be able
to expand product offerings and data content more effectively,
and to respond more rapidly than us to new or emerging
technologies, changes in the industry or changes in customer
needs. They may also be in a position to devote greater
resources to the development, promotion and sale of their
products. Increased competition in the future could limit our
ability to maintain or increase our market share or maintain our
margins, and could have a material adverse effect on our
business, financial condition or operating results.
New product offerings by competitors or new technologies
could cause our services to become obsolete. We operate in
an industry that is characterized by rapid and significant
technological change, frequent new services, data content and
coverage enhancements, and evolving industry standards. Without
the timely introduction of new services and data content and
coverage enhancements, our services could become technologically
obsolete or inadequate over time, in which case our revenue and
operating results would suffer. We expect our competitors to
continue to improve the performance of their current services,
to enhance data content and coverage and to introduce new
services and technologies. These competitors may adapt more
quickly to new technologies, changes in the industry and changes
in customers requirements than we can. If we fail to
adequately anticipate customers needs and technological
trends accurately, we will be unable to introduce new services
into the market and our ability to compete would be materially
adversely impacted. Further, if we are unsuccessful at
developing and introducing new services that are appealing to
customers, with acceptable prices and terms, or if any such new
services are not made available in a timely manner, our ability
to compete would be materially adversely impacted. In both cases
our ability to generate revenue could suffer and our business
and operating results could be materially adversely affected. We
will need to successfully enhance or add to current services in
order to effectively expand into new geographic areas. In
addition, new services, data content and coverage that we may
develop and introduce may not achieve market acceptance; lack of
market acceptance would result in lower revenue.
If we are unable to maintain relationships with key suppliers
and providers of market data, we would not be able to provide
our services to our customers. We depend on key suppliers
for the data we provide to our customers. Some of this data is
exclusive to particular suppliers, such as national stock
exchanges, and cannot be obtained from other suppliers. In other
cases, although the data may be available from secondary
sources, the secondary source may not be as adequate or reliable
as the primary or preferred source, or we may not be able to
obtain replacement data from an alternative supplier without
undue cost and expense, if at all. We generally obtain data via
license agreements. The disruption of any license agreement with
a major data supplier, such as the New York Stock Exchange,
could disrupt our operations and lead to an adverse impact on
our results of operations.
A prolonged outage at one of our data centers could result in
reduced revenue and the loss of customers. Our customers
rely on us for time-sensitive, up-to-date data that is reliably
delivered. Our business is
34
dependent on our ability to rapidly and efficiently process
substantial quantities of data and transactions on our
computer-based networks and systems. Our computer operations and
those of our suppliers and customers are vulnerable to
interruption by fire, natural disaster, power loss,
telecommunications failure, terrorist attacks, acts of war,
Internet failures, computer viruses and other events beyond our
reasonable control. We maintain back-up facilities for each of
our major data centers to seek to minimize the risk that any
such event will disrupt operations. In addition, we maintain
insurance for such events. However, the business interruption
insurance we carry may not be sufficient to compensate us fully
for losses or damages that may occur as a result of such events.
Any such losses or damages incurred by us could have a material
adverse effect on our business. Although we seek to minimize
these risks through security measures, controls and back-up data
centers, there can be no assurance that such efforts will be
successful or effective.
Our inability to maintain relationships with service bureaus
and custodian banks would decrease our revenue. Part of our
strategy is to serve as a major data supplier to service bureaus
and custodian banks and thereby to benefit from the trend of
major financial institutions in North America outsourcing their
back office operations to such entities. While we believe the
importance of back office operations will continue to increase,
if this trend shifts or any of these relationships are disrupted
or are terminated, our results of operations could be materially
adversely impacted.
We may fail to derive the anticipated benefits from our
acquisitions. A significant part of our growth strategy has
been and continues to be growth through strategic acquisition.
The success of any acquisition depends in part on our ability to
integrate the acquired business or assets. Successful
integration of a business involves the integration of some or
all of the following: sales, employees, operating systems,
operating procedures and information technology systems. We may
not be able to effectively integrate and manage the operations
of any acquired business. In addition, the process of
integrating acquired businesses or assets may involve unforeseen
difficulties. Integrating any newly acquired businesses may
require a disproportionate amount of managements attention
and financial and other resources, and detract from the
resources remaining for our pre-existing businesses. Further, we
may not be able to maintain or improve the historical financial
performance of acquired businesses. Finally, we may not fully
derive all of the anticipated benefits from our acquisitions,
for example, supply cost synergies or reduced operating costs
due to centralized or shared technical infrastructure.
We may not be able to attract and retain key personnel.
We depend on our ability to attract and retain qualified
personnel to operate and expand our business and we may not be
able to retain the services of our key personnel. Our ability to
replace any key personnel who resigns may be difficult and may
take an extended period of time because of the limited number of
senior individuals in the financial information industry with
the breadth of skills and experiences required to operate and
successfully expand a business such as ours or perform some of
the key business functions we require. Competition to hire from
this limited pool is intense, and we may not be able to hire or
retain these personnel.
We may not be able to efficiently and effectively consolidate
our data centers. We are in the process of streamlining and
consolidating our seven data centers, as well as ticker plant
technologies and related facilities in the US into two
independent data centers. The costs associated with this
consolidation may be greater than we anticipate and we may
experience unexpected delays as we continue this consolidation
process. Delays in achieving this consolidation, and the
migration of activities from other data centers, may increase
our cost of services and capital expenditures. In addition, the
consolidation may not result in enhanced operational efficiency,
resiliency and other benefits to the degree we anticipate, if at
all.
We are subject to regulatory oversight and we provide
services to financial institutions that are subject to
significant regulatory oversight, and any investigation of us or
our clients relating to our services could be expensive, time
consuming and harm our reputation. The securities laws and
other regulations that govern our activities and the activities
of our customers are complex. Compliance with these regulations
may be reviewed by federal agencies, including the SEC, state
authorities and other governmental entities both in the United
States and foreign countries. Any investigation by a regulatory
agency of one of our clients or us, whether or not founded,
could cause us to incur substantial costs and distract our
management from our business. To the extent any of our customers
become the subject of a regulatory investigation or a civil
lawsuit
35
due to actual or alleged violations of one or more of their
regulatory obligations, we could become subject to intense
scrutiny. The intense scrutiny could involve an examination of
whether the services we provided to the customer during the time
period of the alleged violation were related to or had
contributed in any manner to the commission of the violation. We
may be required to expend a significant amount of resources
explaining and/or defending the services we provided. In
addition, the negative publicity associated with any public
investigation could adversely affect our ability to attract
and/or retain clients.
Certain of our subsidiaries are subject to complex
regulations and licensing requirements. Our FT Interactive
Data subsidiary is a registered investment adviser with the SEC
and is subject to significant regulatory obligations under the
Investment Advisers Act of 1940. The securities laws and other
regulations that govern FT Interactive Datas activities as
a registered investment adviser are complex. If we were to ever
lose our investment adviser status, we could no longer operate
those portions of our business that require us to qualify as an
investment adviser. Recently, the financial services industry,
and in particular the mutual fund industry, has received
negative publicity, which has led to increased legislation,
regulation, review of industry practices and private litigation.
As the regulatory obligations applicable to investment advisers
increase, our compliance costs likewise increase. Similarly, our
FT Interactive Data Australia subsidiary is licensed by the
Australian Securities & Investment Commission, or ASIC,
to provide certain financial services in Australia under the
Corporations Act 2001. The financial services laws and other
regulations that govern their activities are complex. If we were
to lose this license, the subsidiary could no longer operate
those portions of our business in Australia that require the
license to be held. In addition, in order to offer new financial
services or products we could be required to extend the license
authorizations, which is at the discretion of ASIC. The
inability to provide one or more of our services would adversely
impact revenue and could have a material adverse affect on our
business and results of operation.
Pearson has the ability to control us. Pearson indirectly
holds approximately 60% of our issued and outstanding common
stock. Accordingly, Pearson has the ability to exert significant
influence over our management and our affairs, including the
ability to elect all of the directors and to approve or
disapprove any corporate actions submitted to a vote of our
stockholders.
The foregoing discussion of risks, uncertainties, and
assumptions is by no means complete but is designed to highlight
important factors that may impact our results of operation and
our business.
|
|
Item 7A. |
Quantitative and Qualitative Disclosures about Market
Risk |
A portion of our business is conducted outside the United States
through our foreign subsidiaries and branches. We have
operations in Europe, primarily the United Kingdom, and
operations in Asia Pacific located in Australia, Hong Kong and
Singapore, with the primary operations in Australia. We have
foreign currency exposure related to our operations in
international markets where we transact business in foreign
currencies and, accordingly, we are subject to exposure from
adverse movements in foreign currency exchange rates. Our
foreign subsidiaries maintain their accounting records in their
local currencies. Consequently, changes in currency exchange
rates may impact the translation of foreign statements of
operations into US dollars, which may in turn affect our
consolidated statements of operations. Our primary exposure to
foreign currency exchange rate risks rest with the UK pound
sterling to US Dollar exchange rate due to the significant size
of our operations in the United Kingdom. For example, in 2004
and 2003 respectively, favorable foreign exchange rates added
$10,109,000 and $6,581,000 respectively, to our service revenue.
36
The service revenue for the past three years and long-lived
assets for the past three years, by geographic region, is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Service Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe
|
|
$ |
93,998 |
|
|
$ |
89,990 |
|
|
$ |
67,913 |
|
|
Asia
|
|
|
6,698 |
|
|
|
6,167 |
|
|
|
4,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
100,696 |
|
|
$ |
96,157 |
|
|
$ |
72,887 |
|
|
|
|
|
|
|
|
|
|
|
Long-Lived Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe
|
|
$ |
134,363 |
|
|
$ |
124,275 |
|
|
$ |
77,886 |
|
|
Asia
|
|
|
2,654 |
|
|
|
2,579 |
|
|
|
1,965 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
137,017 |
|
|
$ |
126,854 |
|
|
$ |
79,851 |
|
|
|
|
|
|
|
|
|
|
|
We do not enter into any hedging or derivative arrangements and
we do not hold any market risk sensitive instruments for
investment or other purposes.
We currently invest excess cash balances in money market
accounts and municipal bonds. These accounts are largely
invested in US Government obligations, investment grade
commercial paper and high credit quality municipal obligations;
accordingly, we are exposed to market risk related to changes in
interest rates. We believe that the effect, if any, of
reasonable near-term changes in interest rates on our financial
position, results of operations, and cash flows will not be
material.
37
|
|
Item 8. |
Financial Statements and Supplementary Data |
|
|
|
|
|
|
|
|
Page | |
|
|
| |
Index to Consolidated Financial Statements:
|
|
|
|
|
|
|
|
39 |
|
|
|
|
41 |
|
|
|
|
42 |
|
|
|
|
43 |
|
|
|
|
44 |
|
|
|
|
45 |
|
|
|
|
68 |
|
Index to Financial Statement Schedule:
|
|
|
|
|
|
|
|
|
69 |
|
38
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Interactive
Data Corporation
We have completed an integrated audit of Interactive Data
Corporations 2004 consolidated financial statements and of
its internal control over financial reporting as of
December 31, 2004 and audits of its 2003 and 2002
consolidated financial statements in accordance with the
standards of the Public Company Accounting Oversight Board
(United States). Our opinions, based on our audits, are
presented below.
Consolidated financial statements and financial statement
schedule
In our opinion, the consolidated financial statements listed in
the index appearing under Item 15(a)(1) present fairly, in
all material respects, the financial position of Interactive
Data Corporation and its subsidiaries at December 31, 2004
and 2003, and the results of their operations and their cash
flows for each of the three years in the period ended
December 31, 2004 in conformity with accounting principles
generally accepted in the United States of America. In addition,
in our opinion, the financial statement schedule listed in the
index appearing under Item 15(a)(2) presents fairly, in all
material respects, the information set forth therein when read
in conjunction with the related consolidated financial
statements. These financial statements and the financial
statement schedule are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our
audits of these statements in accordance with the standards of
the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit of
financial statements includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Internal control over financial reporting
Also, in our opinion, managements assessment, included in
the accompanying Managements Annual Report on Internal
Control Over Financial Reporting appearing under Item 9A,
that the Company maintained effective internal control over
financial reporting as of December 31, 2004 based on
criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), is fairly
stated, in all material respects, based on those criteria.
Furthermore, in our opinion, the Company maintained, in all
material respects, effective internal control over financial
reporting as of December 31, 2004, based on criteria
established in Internal Control Integrated
Framework issued by the COSO. The Companys management
is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness
of internal control over financial reporting. Our responsibility
is to express opinions on managements assessment and on
the effectiveness of the Companys internal control over
financial reporting based on our audit. We conducted our audit
of internal control over financial reporting in accordance with
the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was
maintained in all material respects. An audit of internal
control over financial reporting includes obtaining an
understanding of internal control over financial reporting,
evaluating managements assessment, testing and evaluating
the design and operating effectiveness of internal control, and
performing such other procedures as we consider necessary in the
circumstances. We believe that our audit provides a reasonable
basis for our opinions.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company;
39
(ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
|
|
|
/s/ PRICEWATERHOUSECOOPERS
LLP
|
Boston, Massachusetts
March 16, 2005
40
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands, except per share data) | |
SERVICE REVENUE
|
|
$ |
484,565 |
|
|
$ |
442,690 |
|
|
$ |
375,015 |
|
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
|
156,646 |
|
|
|
141,631 |
|
|
|
110,321 |
|
|
Selling, general and administrative
|
|
|
161,313 |
|
|
|
149,129 |
|
|
|
133,225 |
|
|
Depreciation
|
|
|
18,521 |
|
|
|
16,807 |
|
|
|
14,500 |
|
|
Amortization
|
|
|
22,216 |
|
|
|
19,774 |
|
|
|
18,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
358,696 |
|
|
|
327,341 |
|
|
|
276,783 |
|
|
|
|
|
|
|
|
|
|
|
INCOME FROM OPERATIONS
|
|
|
125,869 |
|
|
|
115,349 |
|
|
|
98,232 |
|
Other income, net
|
|
|
2,522 |
|
|
|
1,100 |
|
|
|
1,989 |
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES
|
|
|
128,391 |
|
|
|
116,449 |
|
|
|
100,221 |
|
Income tax expense
|
|
|
48,120 |
|
|
|
44,248 |
|
|
|
39,488 |
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$ |
80,271 |
|
|
$ |
72,201 |
|
|
$ |
60,733 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
10,679 |
|
|
|
14,983 |
|
|
|
8,004 |
|
|
Additional minimum pension liability
|
|
|
391 |
|
|
|
|
|
|
|
(2,685 |
) |
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME
|
|
$ |
91,341 |
|
|
$ |
87,184 |
|
|
$ |
66,052 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
93,152 |
|
|
|
92,319 |
|
|
|
91,159 |
|
|
Diluted
|
|
|
95,525 |
|
|
|
94,450 |
|
|
|
93,730 |
|
NET INCOME PER SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.86 |
|
|
$ |
0.78 |
|
|
$ |
0.67 |
|
|
Diluted
|
|
$ |
0.84 |
|
|
$ |
0.76 |
|
|
$ |
0.65 |
|
The accompanying notes are an integral part of these
consolidated financial statements.
41
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(In thousands, | |
|
|
except for share data) | |
ASSETS |
Cash and cash equivalents
|
|
$ |
207,908 |
|
|
$ |
131,639 |
|
Marketable securities
|
|
|
2,371 |
|
|
|
|
|
Accounts receivable, net of allowance for doubtful accounts of
$7,256 and $6,467 at 2004 and 2003, respectively
|
|
|
88,295 |
|
|
|
75,785 |
|
Prepaid expenses and other current assets
|
|
|
15,809 |
|
|
|
6,773 |
|
Deferred income taxes
|
|
|
5,838 |
|
|
|
4,640 |
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
320,221 |
|
|
|
218,837 |
|
Property and equipment, net
|
|
|
54,854 |
|
|
|
46,193 |
|
Goodwill
|
|
|
480,444 |
|
|
|
462,323 |
|
Intangible assets, net
|
|
|
169,338 |
|
|
|
182,305 |
|
Other assets
|
|
|
816 |
|
|
|
664 |
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$ |
1,025,673 |
|
|
$ |
910,322 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable, trade
|
|
$ |
15,943 |
|
|
$ |
9,877 |
|
|
Accrued liabilities
|
|
|
67,276 |
|
|
|
62,311 |
|
|
Payables to affiliates
|
|
|
1,552 |
|
|
|
1,279 |
|
|
Income taxes payable
|
|
|
10,672 |
|
|
|
12,948 |
|
|
Deferred revenue
|
|
|
40,774 |
|
|
|
30,336 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
136,217 |
|
|
|
116,751 |
|
|
Deferred tax liabilities
|
|
|
29,583 |
|
|
|
29,204 |
|
|
Other liabilities
|
|
|
2,117 |
|
|
|
1,836 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
167,917 |
|
|
|
147,791 |
|
Commitments and contingencies (Note 9)
|
|
|
|
|
|
|
|
|
Stockholders Equity:
|
|
|
|
|
|
|
|
|
|
Preferred stock, $.01 par value, 5,000,000 shares
authorized; no shares issued or outstanding at December 31,
2004 and December 31, 2003
|
|
|
|
|
|
|
|
|
|
Common stock $0.01 par value, 200,000,000 shares
authorized; 96,292,583 issued and 93,147,583 outstanding at
December 31, 2004 and 95,011,707 issued and 92,811,707
outstanding at December 31, 2003
|
|
|
963 |
|
|
|
950 |
|
|
Additional paid-in capital
|
|
|
823,211 |
|
|
|
801,448 |
|
|
Treasury Stock, at cost, 3,145,000 and 2,200,000 shares, at
December 31, 2004 and 2003, respectively
|
|
|
(44,308 |
) |
|
|
(26,980 |
) |
|
Accumulated earnings (deficit)
|
|
|
58,074 |
|
|
|
(22,197 |
) |
|
Accumulated other comprehensive income
|
|
|
21,437 |
|
|
|
10,367 |
|
|
Deferred stock based compensation
|
|
|
(1,621 |
) |
|
|
(1,057 |
) |
|
|
|
|
|
|
|
|
|
Total Stockholders Equity
|
|
|
857,756 |
|
|
|
762,531 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders Equity
|
|
$ |
1,025,673 |
|
|
$ |
910,322 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
42
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Cash flows provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
80,271 |
|
|
$ |
72,201 |
|
|
$ |
60,733 |
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
40,737 |
|
|
|
36,581 |
|
|
|
33,237 |
|
|
Tax benefit from exercise of stock options and employee stock
purchase plan
|
|
|
3,778 |
|
|
|
3,776 |
|
|
|
4,873 |
|
|
Deferred income taxes
|
|
|
1,101 |
|
|
|
(543 |
) |
|
|
1,733 |
|
Other non-cash items
|
|
|
2,622 |
|
|
|
1,892 |
|
|
|
256 |
|
Changes in operating assets and liabilities, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
(8,529 |
) |
|
|
(13,910 |
) |
|
|
(6,518 |
) |
|
Prepaid expenses and other assets
|
|
|
(8,221 |
) |
|
|
932 |
|
|
|
(1,635 |
) |
|
Accounts and taxes payable and payable to affiliates, net
|
|
|
2,972 |
|
|
|
1,609 |
|
|
|
(5,556 |
) |
|
Accrued expenses and other liabilities
|
|
|
(1,698 |
) |
|
|
1,071 |
|
|
|
(556 |
) |
|
Deferred revenue
|
|
|
8,669 |
|
|
|
5,945 |
|
|
|
(2,187 |
) |
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
|
121,702 |
|
|
|
109,554 |
|
|
|
84,380 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of fixed assets
|
|
|
(23,898 |
) |
|
|
(21,503 |
) |
|
|
(13,561 |
) |
|
Acquisition of business
|
|
|
(17,683 |
) |
|
|
(122,336 |
) |
|
|
(48,000 |
) |
|
Purchase and sale of marketable securities
|
|
|
(2,371 |
) |
|
|
|
|
|
|
|
|
|
Other investing activities
|
|
|
|
|
|
|
506 |
|
|
|
680 |
|
|
|
|
|
|
|
|
|
|
|
NET CASH (USED IN) INVESTING ACTIVITIES
|
|
|
(43,952 |
) |
|
|
(143,333 |
) |
|
|
(60,881 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options and employee stock
purchase plan
|
|
|
12,935 |
|
|
|
9,925 |
|
|
|
10,411 |
|
|
Purchase of treasury stock
|
|
|
(17,328 |
) |
|
|
(1,330 |
) |
|
|
(1,377 |
) |
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
|
|
(4,393 |
) |
|
|
8,595 |
|
|
|
9,034 |
|
Effect of change in exchange rates on cash and cash equivalents
|
|
|
2,912 |
|
|
|
3,580 |
|
|
|
2,188 |
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
76,269 |
|
|
|
(21,604 |
) |
|
|
34,721 |
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
|
131,639 |
|
|
|
153,243 |
|
|
|
118,522 |
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$ |
207,908 |
|
|
$ |
131,639 |
|
|
$ |
153,243 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for taxes
|
|
$ |
(42,924 |
) |
|
$ |
(37,066 |
) |
|
$ |
(33,484 |
) |
|
Cash received for interest
|
|
$ |
2,464 |
|
|
$ |
1,123 |
|
|
$ |
2,031 |
|
The accompanying notes are an integral part of these
consolidated financial statements.
43
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated | |
|
|
|
|
|
|
Common Stock | |
|
Treasury | |
|
|
|
|
|
|
|
Other | |
|
|
|
|
|
|
| |
|
Stock | |
|
Treasury | |
|
Additional | |
|
Deferred | |
|
Comprehensive | |
|
Accumulated | |
|
Total | |
|
|
Number of | |
|
|
|
Number of | |
|
Stock | |
|
Paid In | |
|
Compensation | |
|
Income | |
|
Earnings | |
|
Stockholders | |
|
|
Shares | |
|
Par Value | |
|
Shares | |
|
Cost | |
|
Capital | |
|
Cost | |
|
(Loss) | |
|
(Deficit) | |
|
Equity | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
(In thousands) | |
|
|
|
|
|
|
|
|
Balance, December 31, 2001
|
|
|
92,245 |
|
|
$ |
922 |
|
|
|
2,000 |
|
|
$ |
(24,273 |
) |
|
$ |
771,084 |
|
|
$ |
|
|
|
$ |
(9,935 |
) |
|
$ |
(155,131 |
) |
|
$ |
582,667 |
|
Exercise of stock options
|
|
|
1,404 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
9,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,813 |
|
Issuance of stock in connection with employee stock purchase plan
|
|
|
50 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
598 |
|
Tax benefit from exercise of stock options and employee stock
purchase plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,873 |
|
Exercise of extended stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117 |
|
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
(1,377 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,377 |
) |
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,319 |
|
|
|
|
|
|
|
5,319 |
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,733 |
|
|
|
60,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2002
|
|
|
93,699 |
|
|
$ |
937 |
|
|
|
2,100 |
|
|
$ |
(25,650 |
) |
|
$ |
786,470 |
|
|
$ |
|
|
|
$ |
(4,616 |
) |
|
$ |
(94,398 |
) |
|
$ |
662,743 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
1,195 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
8,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,592 |
|
Issuance of stock in connection with employee stock purchase plan
|
|
|
118 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
1,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,333 |
|
Tax benefit from exercise of stock options and employee stock
purchase plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,776 |
|
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
(1,330 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,330 |
) |
Deferred stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,290 |
|
|
|
(1,290 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
233 |
|
|
|
|
|
|
|
|
|
|
|
233 |
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,983 |
|
|
|
|
|
|
|
14,983 |
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,201 |
|
|
|
72,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2003
|
|
|
95,012 |
|
|
$ |
950 |
|
|
|
2,200 |
|
|
$ |
(26,980 |
) |
|
$ |
801,448 |
|
|
$ |
(1,057 |
) |
|
$ |
10,367 |
|
|
$ |
(22,197 |
) |
|
$ |
762,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
1,157 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
11,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,137 |
|
Issuance of stock in connection with employee stock purchase plan
|
|
|
124 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
1,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,798 |
|
Tax benefit from exercise of stock options and employee stock
purchase plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,778 |
|
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
945 |
|
|
|
(17,328 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,328 |
) |
Deferred stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,212 |
|
|
|
(1,212 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
648 |
|
|
|
|
|
|
|
|
|
|
|
648 |
|
Capital contributions by affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,851 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,851 |
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,070 |
|
|
|
|
|
|
|
11,070 |
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,271 |
|
|
|
80,271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2004
|
|
|
96,293 |
|
|
$ |
963 |
|
|
|
3,145 |
|
|
$ |
(44,308 |
) |
|
$ |
823,211 |
|
|
$ |
(1,621 |
) |
|
$ |
21,437 |
|
|
$ |
58,074 |
|
|
$ |
857,756 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
44
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
1. |
Summary of Significant Accounting Policies |
Interactive Data Corporation (the Company) is a
leading global provider of financial and business information to
financial institutions and active traders. The Company offers
its services to its customers through two business segments:
Institutional Services and Active Trader Services.
The Institutional Services segment of our business primarily
targets banks, brokerage firms, mutual fund companies, insurance
companies, money management firms, financial information
providers, and other third-party redistribution partners by
providing services that may be used in determining portfolio and
individual security valuations, processing transactions,
preparing account statements and other reports, addressing
regulatory compliance requirements, and conducting investment
research and analysis. The Institutional Services segment is
composed of three businesses: FT Interactive Data, CMS BondEdge
and ComStock.
The Active Trader Services segment of our business targets
active traders, which includes individual investors and
professional traders, by providing real-time financial market
information and related decision support tools. Active traders
typically make their own investment decisions, trade frequently
and earn a substantial portion of their income from trading. The
Active Trader Services segment is composed of one business:
eSignal.
On February 29, 2000, Data Broadcasting Corporation
completed a merger (the Merger) with Interactive
Data Corporation (now known as FT Interactive Data Corporation),
a wholly owned subsidiary of Pearson Longman, Inc.
(Pearson Longman). Pearson Longman, through a series
of other entities, is wholly owned by Pearson plc
(Pearson). Upon completion of the Merger, the
Company issued 56,424,000 shares of its common stock to
Pearson Longman that resulted in the ownership by Pearson
Longman of approximately 60% of the Company. Interactive Data
Corporation prior to the Merger is referred to herein as FT
Interactive Data Corporation, which continues to be the
Companys major institutional services business. The Merger
was accounted for as a reverse merger as discussed in
Note 3 to the consolidated financial statements. The shares
of the Company held by Pearson Longman were subsequently
transferred to Pearson DBC Holdings, Inc., another wholly owned
subsidiary of Pearson Longman.
The Companys common stock commenced trading on the New
York Stock Exchange under the trading symbol IDC on
December 10, 2002. Prior to December 10, 2002,
the Companys common stock traded on the Nasdaq National
Market under the trading symbol IDCO.
|
|
|
Principles of Consolidation |
The consolidated financial statements include the results of the
Company and all majority-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
Certain prior year amounts have been reclassified to conform
with the current years presentation. These
reclassifications had no effect on the Companys results of
operations.
|
|
|
Cash and Cash Equivalents |
Cash and cash equivalents include cash on hand and temporary
cash investments. At December 31, 2004 and 2003, cash and
cash equivalents included money market and other cash
equivalents of $140,017,000 and $88,081,000, respectively.
45
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Investments consist of high-grade municipal bonds that are more
than 90 days in maturity but less than one year. All
marketable securities have been classified as available-for-sale
and are carried at fair market value. Unrealized gains or losses
on the Companys available-for-sale securities are included
in other comprehensive income as a component of
shareholders equity.
Marketable securities by security type at December 31, 2004
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized | |
|
Estimated | |
|
|
Cost | |
|
Losses | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Municipal Bonds
|
|
$ |
2,371 |
|
|
|
|
|
|
$ |
2,371 |
|
|
|
|
Fair Value of Financial Instruments |
The carrying amount of cash, cash equivalents, marketable
securities, trade receivables and trade payables approximates
their fair value because of the short maturity of these
investments.
Revenue is recognized over contractual periods as services are
performed. Amounts recognized as revenue for services performed
are determined based upon contractually agreed upon fee
schedules with the Companys customers. The Company
accounts for subscription revenue received in advance of
providing services by deferring such amounts until the related
services are performed.
|
|
|
Accounts Receivable, Concentration of Credit Risk and
Uncertainties |
The Company is subject to credit risk through trade receivables.
Credit risk with respect to trade receivables is mitigated by
the diversification of the Companys operations, as well as
its large client base and its geographical dispersion. No single
customer accounts for more than 10% of revenue or more than 10%
of accounts receivable for any period presented. Ongoing credit
evaluations of customers financial conditions are
performed although collateral is not required. The Company
maintains reserves for potential credit losses and such losses,
in the aggregate, have not exceeded managements previously
established estimates.
In addition, the Company has temporary cash investments. At
December 31, 2004 approximately $140,017,000 of cash
equivalents were deposited in money market accounts, commercial
paper and municipal bonds, all of which have maturities of three
months or less. These accounts are largely invested in US
Government obligations and investment grade commercial paper,
thereby limiting credit risk. At December 31, 2004, the
Company believes that it had no significant concentrations of
credit risk.
Deferred tax assets and liabilities are determined based on
differences between the financial reporting and the tax basis of
assets and liabilities and are measured by applying enacted tax
rates and laws to taxable years in which such differences are
expected to reverse. Income taxes are generally not provided on
undistributed earnings of foreign subsidiaries because these
earnings are considered by the Company to be permanently
reinvested.
Goodwill is recorded in connection with business acquisitions
and represents the excess of the purchase price over the fair
value of identifiable net assets at the acquisition date. In
January 2002, the Company adopted Statement of Financial
Accounting Standard No. 142, Goodwill and Other
Intangible Assets
46
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(SFAS 142). As a result of the adoption of this
standard, the Company ceased recording amortization expense
associated with its goodwill.
SFAS 142 requires an impairment test for the Companys
reporting units be performed on an annual basis or whenever
events or circumstances indicate an impairment may exist. Each
impairment test is based upon a comparison of the fair value of
the reporting unit to the book value of the related assets. If
impairment is indicated due to the net book value being in
excess of the fair value of the reporting unit, the goodwill is
written down to its implied fair value.
Other intangible assets include securities databases, computer
software, covenants not to compete, and customer lists arising
principally from acquisitions. Such intangibles are valued on
the acquisition dates based on a combination of replacement
cost, comparable purchase methodologies and discounted cash
flows by a third party appraiser and are amortized over straight
lines, which approximate the economic consumption, for periods
ranging from two to twenty five years.
Fixed assets are recorded at cost. Equipment is depreciated
using the straight-line method over its estimated useful life of
three to eight years. Leasehold improvements are amortized using
the straight-line method over the terms of the respective leases
or useful lives, whichever is shorter. Maintenance and repairs
are charged to operations as incurred. Retirements, sales and
disposals of assets are recorded by removing the cost and
accumulated depreciation from the asset and accumulated
depreciation accounts with the resulting gain or loss reflected
in income.
Capitalized software costs include costs incurred in connection
with the development of software and purchased software. These
costs relate to software used by subscribers to access, manage
and analyze information in the Companys databases.
Capitalized costs associated with internally developed software
is amortized over the estimated economic life, which ranges from
three to five years.
|
|
|
Impairment of Long-Lived Assets |
The Company reviews long-lived assets whenever events or
circumstances indicate that the carrying value of the assets may
not be recovered over their remaining useful lives. If an
impairment is indicated, the Company compares the fair value of
the related asset, generally determined using a discounted cash
flow methodology, to the carrying value of the asset and records
an impairment charge to the extent that fair value is lower than
the carrying value of the asset.
|
|
|
Translation of Foreign Currencies |
The functional currency of certain businesses within the
consolidated financial statements is the local currency. Assets
and liabilities of foreign companies are translated into US
dollars at exchange rates in effect at the balance sheet date;
income and expense items and cash flows are translated at
average exchange rates for the period. Cumulative net
translation adjustments are included in stockholders
equity as other comprehensive income. Gains and losses resulting
from foreign currency transactions, not significant in amount,
are included in the results of operations as selling, general
and administrative expense or revenue depending on the nature of
the transaction.
The preparation of the consolidated financial statements in
conformity with accounting principles generally accepted in the
United States of America requires the extensive use of
managements estimates and
47
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the consolidated financial statement date. Actual results
could differ from those estimates.
In 2002, the Company recorded restructuring charges in the UK
and US. These restructuring charges totaled $3,320,000 and were
primarily related to employee severance. As of December 31, 2004
the remaining restructuring accrual is $348,000 and consists of
lease termination costs. The Company expects to complete the
majority of these payments by December 31, 2005. In 2003, the
Company recorded restructuring charges in the UK and US. These
restructuring charges totaled $3,310,000 and were primarily
related to severance, lease termination costs and the closure of
the Companys Index Services business in Edinburgh,
Scotland. As of December 31, 2004, the remaining restructuring
accrual that pertains to the 2003 charges is $604,000 and
consists of lease termination costs. The Company expects to
complete the majority of these payments by December 31, 2005.
During 2004, the Company recorded restructuring charges of
$1,791,000 relating primarily to employee severance costs which
are included in selling, general and administrative expenses. As
of December 31, 2004, the remaining restructuring accrual
pertaining to the 2004 charges is $553,000. The Company expects
to complete the majority of these payments by December 31, 2005.
As of December 31, 2004, the remaining restructuring
accruals are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Severance | |
|
Lease Terminations | |
|
Other | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
(In thousands) | |
|
|
|
|
January 1, 2002
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
2002 Additions
|
|
|
2,297 |
|
|
|
673 |
|
|
|
350 |
|
|
|
3,320 |
|
2002 Payments/ Adjustments
|
|
|
(626 |
) |
|
|
|
|
|
|
(221 |
) |
|
|
(847 |
) |
December 31, 2002
|
|
|
1,671 |
|
|
|
673 |
|
|
|
129 |
|
|
|
2,473 |
|
2003 Additions
|
|
|
2,161 |
|
|
|
888 |
|
|
|
261 |
|
|
|
3,310 |
|
2003 Payments/ Adjustments
|
|
|
(1,789 |
) |
|
|
(234 |
) |
|
|
(390 |
) |
|
|
(2,413 |
) |
December 31, 2003
|
|
|
2,043 |
|
|
|
1,327 |
|
|
|
|
|
|
|
3,370 |
|
2004 Additions
|
|
|
1,754 |
|
|
|
37 |
|
|
|
|
|
|
|
1,791 |
|
2004 Payments/ Adjustments
|
|
|
(3,281 |
) |
|
|
(375 |
) |
|
|
|
|
|
|
(3,656 |
) |
December 31, 2004
|
|
$ |
516 |
|
|
$ |
989 |
|
|
$ |
|
|
|
$ |
1,505 |
|
|
|
|
Research and Development Costs |
Expenditures for research and development are expensed as
incurred. The Company expensed approximately $3,185,000,
$2,726,000 and $2,481,000 in research and development costs
during the years ended December 31, 2004, 2003 and 2002,
respectively, primarily related to the development of new
services.
Advertising expenditures consists of print media, radio,
television, direct marketing and trade shows. All advertising
expenses are charged to income during the period incurred and
totaled $5,582,000, $4,786,000 and $5,216,000 for the years
ended December 31, 2004, 2003 and 2002, respectively.
The Company follows Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to
Employees (APB No. 25) and related
guidance, in accounting for its employee stock option and
employee stock purchase plans, rather than the fair value method
of accounting provided under Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based
Compensation (SFAS No. 123). Under
APB No. 25, the Company accounts for its employee stock
options using the intrinsic value method. Under
48
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
this method, the Company does not recognize compensation expense
on stock options granted to employees when the exercise price of
each option is equal to or greater than the market price of the
underlying stock on the date of the grant.
The following pro forma information presents the Companys
net income and basic and diluted net income per share for the
years ended December 31, 2004, 2003 and 2002 as if
compensation cost had been measured under the fair value method
of SFAS No. 123, for the employee stock option and
employee stock purchase plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands, except per share data) | |
Net income as reported
|
|
$ |
80,271 |
|
|
$ |
72,201 |
|
|
$ |
60,733 |
|
Stock-based compensation included in net income, net of related
tax effects
|
|
|
389 |
|
|
|
140 |
|
|
|
|
|
Deduct: Total stock based employee compensation expense
determined under fair value based method for all awards net of
related tax effects
|
|
|
(11,120 |
) |
|
|
(9,498 |
) |
|
|
(11,060 |
) |
|
|
|
|
|
|
|
|
|
|
Pro forma, net income
|
|
$ |
69,540 |
|
|
$ |
62,843 |
|
|
$ |
49,673 |
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic as reported
|
|
$ |
0.86 |
|
|
$ |
0.78 |
|
|
$ |
0.67 |
|
|
Basic pro forma
|
|
$ |
0.75 |
|
|
$ |
0.68 |
|
|
$ |
0.54 |
|
|
Diluted as reported
|
|
$ |
0.84 |
|
|
$ |
0.76 |
|
|
$ |
0.65 |
|
|
Diluted pro forma
|
|
$ |
0.73 |
|
|
$ |
0.67 |
|
|
$ |
0.53 |
|
See Note 7 for further details on the fair value
methodology employed and the assumptions made by the Company to
determine the above pro forma effects of SFAS No. 123.
The effects of applying SFAS No. 123 in this pro forma
disclosure are not indicative of future amounts. Additional
awards in future years are anticipated.
The Company calculates its earnings per share in accordance with
Statement of Financial Accounting Standard No. 128,
Earnings per Share. Below is a reconciliation of the
weighted average number of common shares outstanding.
Stock options to purchase approximately 0, 1,842,000 and
2,564,000 shares of common stock were outstanding during
the years ended December 31, 2004, 2003, and 2002,
respectively, but were not included in the calculation of
diluted net income per share because the options exercise
prices were greater than the average market price of the
Companys common stock during those years. Additionally,
61,000 deferred stock units were outstanding during 2004
(Note 7) and were also excluded from the calculation of
diluted net
49
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
income per share as they were antidilutive. Although these stock
options and deferred stock units were antidilutive in fiscal
2004, 2003 and 2002 they may be dilutive in future years
calculations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended | |
|
|
December 31, 2004 | |
|
|
| |
|
|
|
|
Weighted Average | |
|
|
|
|
Income | |
|
Shares | |
|
Per-Share | |
|
|
(Numerator) | |
|
(Denominator) | |
|
Amount | |
|
|
| |
|
| |
|
| |
|
|
(In thousands, except per share amount) | |
Net income- basic
|
|
$ |
80,271 |
|
|
|
93,152 |
|
|
$ |
0.86 |
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
2,358 |
|
|
|
(.02 |
) |
|
Deferred stock units
|
|
|
|
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income-diluted
|
|
$ |
80,271 |
|
|
|
95,525 |
|
|
$ |
0.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended | |
|
|
December 31, 2003 | |
|
|
| |
|
|
|
|
Weighted Average | |
|
|
|
|
Income | |
|
Shares | |
|
Per-Share | |
|
|
(Numerator) | |
|
(Denominator) | |
|
Amount | |
|
|
| |
|
| |
|
| |
|
|
(In thousands, except per share amount) | |
Net income-basic
|
|
$ |
72,201 |
|
|
|
92,319 |
|
|
$ |
0.78 |
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
2,131 |
|
|
|
(.02 |
) |
|
|
|
|
|
|
|
|
|
|
Net income-diluted
|
|
$ |
72,201 |
|
|
|
94,450 |
|
|
$ |
0.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended | |
|
|
December 31, 2002 | |
|
|
| |
|
|
|
|
Weighted Average | |
|
|
|
|
Income | |
|
Shares | |
|
Per-Share | |
|
|
(Numerator) | |
|
(Denominator) | |
|
Amount | |
|
|
| |
|
| |
|
| |
|
|
(In thousands, except per share amount) | |
Net income- basic
|
|
$ |
60,733 |
|
|
|
91,159 |
|
|
$ |
0.67 |
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
2,571 |
|
|
|
(.02 |
) |
|
|
|
|
|
|
|
|
|
|
Net income-diluted
|
|
$ |
60,733 |
|
|
|
93,730 |
|
|
$ |
0.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2. |
New Accounting Pronouncements |
On December 17, 2003, the SEC issued SEC Staff Accounting
Bulletin No. 104, Revenue Recognition
(SAB 104), which supersedes a portion of SEC
Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements
(SAB 101). The primary purpose of SAB 104
is to rescind accounting guidance contained in SAB 101
related to multiple element revenue arrangements, which was
superseded as a result of the issuance of Emerging Issues Task
Force (EITF) Issue No. 00-21,
Accounting for Revenue Arrangements with Multiple
Deliverables (EITF No. 00-21). While the
wording of SAB 104 has changes to reflect the issuance of
EITF No. 00-21, the revenue recognition principles of
SAB 101 remain largely unchanged by the issuance of
SAB 104. The adoption of SAB 104 did not have a
material impact on our consolidated results of operations,
financial position or cash flows.
50
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
Accounting for Preexisting Relationships between Parties
to a Business Combination |
In September 2004, the FASB issued EITF Issue No. 04-1
Summary No. 1, Supplement No, 2, Accounting for
Preexisting Relationships between Parties to a Business
Combination, which establishes whether a consummation of a
business combination between two parties that have a preexisting
relationship should be evaluated to determine if a settlement of
the preexisting relationship exists and the accounting for the
preexisting relationship. This EITF issue states that a business
combination between two parties that have a preexisting
relationship could be viewed as a multi-element transaction with
one element being the business combination and the other element
being the settlement of the preexisting relationship. This EITF
issue is to be applied to business combinations beginning after
October 13, 2004. The Company does not expect the adoption
of EITF 04-1 to have any impact on its financial position
or results of operations.
|
|
|
Exchanges of Nonmonetary Assets |
On December 16, 2004, the FASB issued Statement of
Financial Accounting Standard No. 153, Exchanges of
Nonmonetary Assets (SFAS 153) which
amends Accounting Principles Board Opinion No. 29,
Accounting for Nonmonetary Transactions
(APB 29). APB 29 is based on the principle
that nonmonetary asset exchanges should be recorded and measured
at the fair value of the assets exchanged, with certain
exceptions. SFAS 153 amends APB 29 to eliminate the
fair-value exception for nonmonetary exchanges of similar
productive assets and replace it with a general exception for
nonmonetary exchanges that do not have commercial substance. It
is effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. The Company does not
expect the adoption of this standard to have a material impact
on its results.
On December 16, 2004, FASB issued Statement of Financial
Accounting Standard No. 123(R), Share-Based
Payment (SFAS 123(R)). SFAS 123(R)
revises Financial Accounting Standard No. 123,
Accounting for Stock-Based Compensation and requires
companies to expense the fair value of employee stock options
and other forms of stock-based compensation. SFAS 123(R)
supersedes Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees and amends
Financial Accounting Standard No. 95, Statement of
Cash Flows. SFAS 123(R) must be adopted no later than
periods beginning after June 15, 2005 and the Company
expects to adopt SFAS 123(R) on the effective date. The
Company expects that the adoption of SFAS 123(R) to have a
material impact on its net income and earnings per share. We are
required to adopt SFAS 123(R) in the third quarter of 2005.
The pro forma disclosures previously permitted under
SFAS 123 no longer will be an alternative to financial
statement recognition. See Note 1 in the Notes to the
Consolidated Financial Statements in Item 8 of the Annual
Report on Form 10-K for the pro forma net income and net
income per share amounts, for the years 2002 through 2004, as if
we had used a fair value based method similar to the methods
required under SFAS 123(R) to measure compensation expense
for employee stock incentive awards.
|
|
3. |
Mergers and Acquisitions |
On February 29, 2000, Data Broadcasting Corporation (now
known as Interactive Data Corporation) completed the Merger with
Interactive Data Corporation (now known as FT Interactive Data),
a wholly owned subsidiary of Pearson Longman. Pearson Longman,
through a series of other entities, is wholly owned by Pearson.
Upon completion of the Merger, the Company issued
56,424,000 shares of its common stock to Pearson Longman
that resulted in the ownership by Pearson Longman of
approximately 60% of the Company. Interactive Data Corporation
prior to the Merger is referred to herein as FT Interactive Data
Corporation, which continues to be the Companys major
institutional services business.
The Merger was accounted for as a reverse acquisition. The
shares of the Company held by Pearson Longman were subsequently
transferred to Pearson DBC Holdings, Inc., another wholly owned
subsidiary of
51
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Pearson Longman. Accordingly, the historical financial
statements of FT Interactive Data Corporation are the historical
financial statements of the Company.
Assets acquired totaled $565,373,000 and included cash,
goodwill, an investment in MarketWatch.com, Inc. and intangible
assets. Liabilities acquired totaled $127,079,000 and included
accounts payable, accrued expenses and deferred tax liabilities.
Intangible assets are being amortized between two and eleven
years. Accrued professional costs include investment banking,
accounting and legal services. As of December 31, 2000, all
accrued professional costs had been paid. Accrued acquisition
costs include severance, relocation and lease termination costs.
As of December 31, 2004, accrued acquisition costs
remaining were $240,000. An additional $3,000,000 of acquisition
costs were funded by Pearson and treated as additional goodwill
and a capital contribution.
Accrued acquisition costs are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee | |
|
Lease | |
|
|
|
|
|
|
Severance | |
|
Terminations | |
|
Other | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
(In thousands) | |
|
|
Balance, December 31, 2000
|
|
$ |
2,835 |
|
|
$ |
1,585 |
|
|
$ |
335 |
|
|
$ |
4,755 |
|
2001 payments/adjustments
|
|
|
1,245 |
|
|
|
702 |
|
|
|
145 |
|
|
|
2,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2001
|
|
|
1,590 |
|
|
|
883 |
|
|
|
190 |
|
|
|
2,663 |
|
2002 payments
|
|
|
1,008 |
|
|
|
883 |
|
|
|
190 |
|
|
|
2,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2002
|
|
|
582 |
|
|
|
|
|
|
|
|
|
|
|
582 |
|
2003 payments/adjustments
|
|
|
314 |
|
|
|
|
|
|
|
|
|
|
|
314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2003
|
|
|
268 |
|
|
|
|
|
|
|
|
|
|
|
268 |
|
2004 payments/adjustments
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2004
|
|
$ |
240 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On January 31, 2002, the Company, through its FT
Interactive Data Corporation subsidiary, acquired certain assets
from Merrill Lynch, Pierce, Fenner & Smith Incorporated
used in its Securities Pricing Service (SPS)
business. The price paid in cash for the assets was $48,000,000
and was funded from the operating cash of the Company. In
addition, FT Interactive Data Corporation incurred acquisition
costs of $1,088,000, consisting of severance costs and legal and
accounting services. As of December 31, 2004, all
acquisition costs have been fully paid.
The acquisition was accounted for using the purchase method of
accounting in accordance with Statement of Financial Accounting
Standard No. 141, Business Combinations
(SFAS 141). The purchase price has been
assigned to the assets acquired based on their fair values as
determined by management with the assistance of an independent
third party appraiser. The intangible asset, customer lists, is
being amortized over a fourteen-year period. The Companys
financial statements include the results of operations of SPS
subsequent to the acquisition date.
52
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The acquisition was accounted for as follows (in thousands):
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Customer lists
|
|
$ |
30,100 |
|
|
Fixed assets
|
|
|
772 |
|
|
Goodwill
|
|
|
17,768 |
|
|
Deferred tax assets
|
|
|
448 |
|
|
|
|
|
|
|
$ |
49,088 |
|
|
Liabilities
|
|
|
|
|
|
Accrued acquisition costs
|
|
$ |
1,088 |
|
|
|
|
|
|
|
Total Purchase Price
|
|
$ |
48,000 |
|
On February 28, 2003, the Company acquired from The
McGraw-Hill Companies, Inc. (McGraw-Hill), the stock
of S&P ComStock, Inc. and the assets of certain related
McGraw-Hill businesses in the United Kingdom, France, Australia,
Singapore and Hong Kong (ComStock). This acquisition
provided the Company direct access to real-time market data from
more than 350 stock exchanges and other sources worldwide. The
acquisition also expanded the Companys real-time data feed
services, and provided the Company with the opportunity to
market ComStocks content and services to several thousand
institutional customers worldwide. The price paid in cash for
the stock and the assets was $115,972,000 and was funded from
the operating cash of the Company. In addition, the Company
incurred acquisition costs of $1,027,000, consisting of employee
severance costs and legal and accounting service fees. As of
December 31, 2004, all acquisition costs have been fully
paid.
The acquisition was accounted for using the purchase method of
accounting in accordance with SFAS 141. The purchase price
has been assigned to the assets acquired and liabilities assumed
based on their estimated fair values as determined by management
with the assistance of an independent third party appraiser. The
intangible assets are being amortized over a period ranging from
two to twenty-five years. The Companys financial
statements include the results of operations of ComStock
subsequent to the acquisition date.
The acquisition was accounted for as follows (in thousands):
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Accounts receivable, net
|
|
$ |
7,700 |
|
|
Prepaid expenses and other current assets
|
|
|
877 |
|
|
Fixed assets
|
|
|
3,902 |
|
|
Customer lists
|
|
|
30,900 |
|
|
Service contracts
|
|
|
16,700 |
|
|
Trademarks
|
|
|
1,700 |
|
|
Computer software/technology
|
|
|
20,400 |
|
|
Goodwill
|
|
|
69,419 |
|
|
|
|
|
|
|
$ |
151,598 |
|
|
Liabilities
|
|
|
|
|
|
Accrued liabilities
|
|
$ |
5,161 |
|
|
Deferred revenue
|
|
|
2,257 |
|
|
Deferred tax liabilities, net
|
|
|
27,181 |
|
|
Accrued acquisition costs
|
|
|
1,027 |
|
|
|
|
|
|
|
$ |
35,626 |
|
|
|
|
|
Total Purchase Price
|
|
$ |
115,972 |
|
|
|
|
|
53
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
On October 31, 2003, the Company acquired the consolidated
market data feed client contracts from HyperFeed Technologies,
Inc. for $8,375,000, consisting of payments of $7,625,000 with
the balance of $750,000 to be paid at the end of 24 months
if agreed upon milestones are reached, offset by cash acquired
of $1,011,000. The Company funded this acquisition from its
existing cash resources. The Companys financial statements
include the results of the market data feed client contracts
subsequent to the acquisition date. The acquisition was
accounted for as follows (in thousands):
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Cash
|
|
$ |
1,011 |
|
|
Accounts receivable
|
|
|
579 |
|
|
Prepaid expenses
|
|
|
29 |
|
|
Customer lists
|
|
|
6,960 |
|
|
Service contract
|
|
|
665 |
|
|
|
|
|
|
|
$ |
9,244 |
|
Liabilities
|
|
|
|
|
|
Deferred revenue
|
|
$ |
983 |
|
|
Customer deposits
|
|
|
636 |
|
|
|
|
|
|
|
$ |
1,619 |
|
|
|
|
|
Total Purchase Price
|
|
$ |
7,625 |
|
|
|
|
|
On September 1, 2004, the Company acquired the assets of
FutureSource, LLC (FutureSource), a privately held
leader in the real-time futures, commodities and foreign
exchange markets data. This acquisition enables the Company to
provide global coverage of futures and commodities data. The
Company intends to integrate FutureSource into its eSignal
division. The price paid in cash for the assets was $18,000,000,
offset by cash acquired of $317,000 and was funded from the
operating cash of the Company. The current allocation of the
purchase price may be adjusted by a working capital adjustment
which will be determined in the first quarter of 2005. In
addition, the Company accrued acquisition costs of $2,038,000,
consisting of employee severance costs, legal and accounting
services, and certain lease termination costs. As of
December 31, 2004, $360,000 of the acquisition costs has
been paid. The Company expects the majority of the remaining
costs to be paid by December 31, 2005.
The acquisition was accounted for using the purchase method of
accounting in accordance with FAS 141. The purchase price
has been assigned to the assets acquired and liabilities assumed
based on their estimated fair values as determined by management
with the assistance of an independent third party appraiser. The
intangible assets are being amortized over a period ranging from
six to nine years. The Companys financial statements
include the results of operations of FutureSource subsequent to
the acquisition date.
54
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The acquisition was accounted for as follows but may be adjusted
by a working capital adjustment which will be determined in the
first quarter of 2005 (in thousands):
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Cash
|
|
$ |
317 |
|
|
Accounts receivable
|
|
|
2,059 |
|
|
Prepaid expenses and other current assets
|
|
|
371 |
|
|
Deferred tax asset
|
|
|
819 |
|
|
Fixed assets
|
|
|
790 |
|
|
Goodwill
|
|
|
12,776 |
|
|
Customer lists
|
|
|
3,000 |
|
|
Trademarks
|
|
|
500 |
|
|
Computer software/technology
|
|
|
5,500 |
|
|
Other assets
|
|
|
166 |
|
|
|
|
|
|
|
$ |
26,298 |
|
Liabilities
|
|
|
|
|
|
Accounts payable
|
|
$ |
2,522 |
|
|
Accrued liabilities
|
|
|
1,682 |
|
|
Deferred revenue
|
|
|
1,792 |
|
|
Other liabilities
|
|
|
264 |
|
|
Accrued acquisition costs
|
|
|
2,038 |
|
|
|
|
|
|
|
$ |
8,298 |
|
Total Purchase Price
|
|
$ |
18,000 |
|
|
|
4. |
Property and Equipment |
Property and equipment consisted of the following at
December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful Life | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
|
|
(In thousands) | |
Computer and communication equipment
|
|
|
3-5 years |
|
|
$ |
102,876 |
|
|
$ |
78,709 |
|
Leasehold improvements
|
|
|
Life of lease |
|
|
|
23,767 |
|
|
|
25,835 |
|
Furniture and fixtures
|
|
|
3-10 years |
|
|
|
30,687 |
|
|
|
17,504 |
|
Purchased and capitalized software
|
|
|
3-5 years |
|
|
|
29,203 |
|
|
|
15,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186,533 |
|
|
|
137,083 |
|
|
Less accumulated depreciation
|
|
|
|
|
|
|
(131,679 |
) |
|
|
(90,890 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
54,854 |
|
|
$ |
46,193 |
|
|
|
|
|
|
|
|
|
|
|
In 2004, the Company capitalized $5,994,000 related to the
development of internal use software. In 2004, amortization
expense associated with the internally developed software was
$2,204,000. At December 31, 2004, the remaining book value
of the software developed for internal use was $9,932,000. Also,
in 2002, the Company wrote off $2,800,000 of capitalized
development projects in Europe, as a result of the
Companys decision to cancel these projects.
Depreciation expense was $18,521,000, $16,807,000 and
$14,500,000 for the years ended December 31, 2004, 2003 and
2002, respectively.
55
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
5. |
Goodwill and Intangible Assets |
Intangible assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004 | |
|
December 31, 2003 | |
|
|
Weighted | |
|
| |
|
| |
|
|
Average | |
|
Gross | |
|
|
|
Gross | |
|
|
|
|
Amortization | |
|
Carrying | |
|
Accumulated | |
|
Net Book | |
|
Carrying | |
|
Accumulated | |
|
Net Book | |
|
|
Period | |
|
Value | |
|
Amortization | |
|
Value | |
|
Value | |
|
Amortization | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
(In thousands) | |
|
|
|
|
|
(In thousands) | |
|
|
Non-compete agreements
|
|
|
2.9 years |
|
|
$ |
87,500 |
|
|
$ |
(87,500 |
) |
|
$ |
|
|
|
$ |
87,500 |
|
|
$ |
(87,500 |
) |
|
$ |
|
|
Securities database
|
|
|
3.5 years |
|
|
|
10,792 |
|
|
|
(10,792 |
) |
|
|
|
|
|
|
10,792 |
|
|
|
(10,792 |
) |
|
|
|
|
Computer software
|
|
|
7.2 years |
|
|
|
68,386 |
|
|
|
(47,098 |
) |
|
|
21,288 |
|
|
|
62,886 |
|
|
|
(42,744 |
) |
|
|
20,142 |
|
Customer lists
|
|
|
11.4 years |
|
|
|
211,460 |
|
|
|
(80,772 |
) |
|
|
130,688 |
|
|
|
208,336 |
|
|
|
(64,292 |
) |
|
|
144,044 |
|
Service Contracts
|
|
|
24.0 years |
|
|
|
17,365 |
|
|
|
(1,974 |
) |
|
|
15,391 |
|
|
|
17,240 |
|
|
|
(727 |
) |
|
|
16,513 |
|
Trademarks
|
|
|
13.4 years |
|
|
|
2,200 |
|
|
|
(229 |
) |
|
|
1,971 |
|
|
|
1,700 |
|
|
|
(94 |
) |
|
|
1,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
$ |
397,703 |
|
|
$ |
(228,365 |
) |
|
$ |
169,338 |
|
|
$ |
388,454 |
|
|
$ |
(206,149 |
) |
|
$ |
182,305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated amortization expense of intangible assets is as
follows (in thousands):
|
|
|
|
|
For year ending 12/31/05
|
|
$ |
20,976 |
|
For year ending 12/31/06
|
|
$ |
20,822 |
|
For year ending 12/31/07
|
|
$ |
20,426 |
|
For year ending 12/31/08
|
|
$ |
20,347 |
|
For year ending 12/31/09
|
|
$ |
20,347 |
|
The changes in the carrying amount of goodwill for the years
ended December 31, 2004 and 2003 are as follows (in
thousands):
|
|
|
|
|
Balance as of January 1, 2003
|
|
$ |
381,790 |
|
Goodwill acquired during year
|
|
|
72,036 |
|
Purchase accounting adjustments
|
|
|
(4,271 |
) |
Impact of change in foreign exchange rates
|
|
|
12,768 |
|
|
|
|
|
Balance as of December 31, 2003
|
|
$ |
462,323 |
|
Goodwill acquired during the year
|
|
|
12,776 |
|
Purchase accounting adjustments
|
|
|
(3,079 |
) |
Impact of change in foreign exchange rates
|
|
|
8,424 |
|
|
|
|
|
Balance as of December 31, 2004
|
|
$ |
480,444 |
|
|
|
|
|
The Company does not allocate goodwill to its operating segments
due to the fact that the Companys chief operating decision
maker does not use this information in evaluating the operations
for each of the Companys segments. (See Note 13 for
further discussions of the Companys segments).
56
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Accrued expenses consist of the following at December 31:
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Bonus
|
|
$ |
13,831 |
|
|
$ |
10,039 |
|
Employee related costs
|
|
|
18,922 |
|
|
|
20,000 |
|
Commissions
|
|
|
3,449 |
|
|
|
1,849 |
|
Professional services
|
|
|
4,033 |
|
|
|
4,247 |
|
Acquisition costs (Note 3)
|
|
|
1,918 |
|
|
|
615 |
|
Data center costs
|
|
|
74 |
|
|
|
3,670 |
|
Property costs
|
|
|
4,563 |
|
|
|
2,667 |
|
Royalties
|
|
|
4,065 |
|
|
|
5,749 |
|
Sales taxes
|
|
|
2,942 |
|
|
|
3,062 |
|
Data and communication charges
|
|
|
8,569 |
|
|
|
5,085 |
|
Other
|
|
|
4,910 |
|
|
|
5,328 |
|
|
|
|
|
|
|
|
|
|
$ |
67,276 |
|
|
$ |
62,311 |
|
|
|
|
|
|
|
|
|
|
7. |
Stock Based Compensation |
|
|
|
Employee Stock Purchase Plan |
In 2001, the Company adopted the 2001 Employee Stock Purchase
Plan for all eligible employees worldwide (the 2001
ESPP). The 2001 ESPP allows employees to purchase stock at
a discounted price at specific times. During the twelve months
ended December 31, 2004, employees purchased approximately
124,000 shares at an average share price of $14.48. At
December 31, 2004, 1,708,000 shares were reserved for
future issuance under the 2001 ESPP.
|
|
|
Employee Stock Option Plan |
In 2000, the Company adopted the 2000 Long Term Incentive Plan
(the 2000 Plan). Under the 2000 Plan, the
Compensation Committee of the Board of Directors can grant
stock-based awards representing up to 20% of the total number of
shares of common stock outstanding at the date of grant. As
originally approved by shareholders, the 2000 Plan had no
termination date. On February 24, 2004, the 2000 Plan was
amended to include a termination date of February 22, 2010.
The 2000 Plan provides for the discretionary issuance of
stock-based awards to directors, officers, and employees of the
Company, as well as persons who provide consulting or other
services to the Company. Except with regard to eligible
directors, the exercise price of options granted to eligible
participants under the 2000 Plan is determined at the discretion
of the Compensation Committee. The board of directors determines
the exercise price of options granted to eligible directors. The
exercise price for all options granted to date has been equal to
the market price of the underlying shares at the date of grant.
Options expire ten years from the date of grant and generally
vest over a three to four year period.
57
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Stock option activity for the years ended December 31,
2004, 2003 and 2002 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted | |
|
|
|
|
Average | |
|
|
Options | |
|
Exercise Price | |
|
|
| |
|
| |
|
|
(In thousands) | |
|
|
Outstanding, December 31, 2002
|
|
|
8,619 |
|
|
$ |
10.43 |
|
|
Granted
|
|
|
2,107 |
|
|
|
16.40 |
|
|
Exercised
|
|
|
(1,195 |
) |
|
|
7.20 |
|
|
Canceled
|
|
|
(173 |
) |
|
|
12.36 |
|
|
|
|
|
|
|
|
Outstanding, December 31, 2003
|
|
|
9,358 |
|
|
$ |
12.15 |
|
|
|
|
|
|
|
|
|
Granted
|
|
|
1,937 |
|
|
|
17.48 |
|
|
Exercised
|
|
|
(1,157 |
) |
|
|
9.59 |
|
|
Canceled
|
|
|
(306 |
) |
|
|
13.32 |
|
|
|
|
|
|
|
|
Outstanding, December 31, 2004
|
|
|
9,832 |
|
|
$ |
13.46 |
|
|
|
|
|
|
|
|
Exercisable, December 31, 2004
|
|
|
5,321 |
|
|
$ |
11.41 |
|
|
|
|
|
|
|
|
The following table summarizes information about stock options
outstanding and exercisable at December 31, 2004.
Range of option exercise prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding | |
|
Exercisable | |
|
|
| |
|
| |
|
|
|
|
Weighted | |
|
|
|
Weighted | |
|
|
|
|
Average | |
|
|
|
Average | |
|
|
|
|
Exercise | |
|
|
|
Exercise | |
|
|
Options | |
|
Price | |
|
Options | |
|
Price | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
|
|
|
(In thousands) | |
|
|
$2.88 to $4.31 (Avg. life: 4.30 years)
|
|
|
64 |
|
|
$ |
3.28 |
|
|
|
64 |
|
|
$ |
3.28 |
|
$4.41 to $6.53 (Avg. life: 4.50 years)
|
|
|
287 |
|
|
|
4.96 |
|
|
|
287 |
|
|
|
4.96 |
|
$7.69 to $10.66 (Avg. life: 6.30 years)
|
|
|
3,398 |
|
|
|
8.72 |
|
|
|
2,854 |
|
|
|
8.70 |
|
$12.50 to $18.71 (Avg. life: 8.40 years)
|
|
|
6,083 |
|
|
|
16.62 |
|
|
|
2,116 |
|
|
|
16.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,832 |
|
|
|
|
|
|
|
5,321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As discussed in Note 1, the Company applies APB No. 25
in accounting for stock based employee compensation and,
accordingly, no compensation cost has been recognized for its
employee stock option plans or employee stock purchase plan in
the consolidated financial statements.
The fair value of stock options issued under the 2000 Plan was
estimated as of the date of grant using a Black-Scholes option
pricing model with the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Risk free interest rate
|
|
|
3.45 |
% |
|
|
2.00 |
% |
|
|
3.87 |
% |
Expected life (in years)
|
|
|
4.00 |
|
|
|
4.00 |
|
|
|
4.00 |
|
Volatility
|
|
|
32 |
% |
|
|
61 |
% |
|
|
77 |
% |
Expected dividend yield
|
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
Weighted average fair value
|
|
$ |
7.50 |
|
|
$ |
8.09 |
|
|
$ |
9.52 |
|
58
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The fair value of stock issued under the 2001 ESPP and included
in the above pro-forma analysis was estimated as of the
beginning date of the offering period using a Black-Scholes
option pricing model with the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Risk free interest rate
|
|
|
1.03 |
% |
|
|
1.20 |
% |
|
|
1.78 |
% |
Expected life (in years)
|
|
|
0.49 |
|
|
|
0.50 |
|
|
|
0.47 |
|
Volatility
|
|
|
20 |
% |
|
|
25 |
% |
|
|
39 |
% |
Expected dividend yield
|
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
Weighted average fair value
|
|
$ |
3.24 |
|
|
$ |
2.64 |
|
|
$ |
3.75 |
|
|
|
|
Deferred Stock Compensation |
The Company has awarded deferred stock compensation to certain
executives and members of the Board of Directors under the 2000
Plan. In 2003, the Company awarded 76,000 deferred stock units
to certain executives. In 2004, the Company awarded 69,000
deferred stock units to certain executives and members of the
Board of Directors. Under the 2000 Plan, the shares are
available for distribution, at no cost, to these individuals at
the end of a three-year vesting period. The total deferred
compensation cost related to these grants is $2,502,000, which
is included in stockholders equity and will be amortized
over the three-year vesting period. In 2003 and 2004, the
Company recorded expense associated with these grants of
$233,000 and $648,000, respectively. The remaining unamortized
deferred compensation cost at December 31, 2004 is
$1,621,000.
In addition to the Companys common stock, the Company may
issue up to 5,000,000 preferred shares, $0.01 par value per
share, with terms determined by the Board of Directors, without
any further action by the stockholders of the Company. At
December 31, 2004, no such stock has been issued.
In August 2002, the Companys Board of Directors authorized
a stock repurchase program of up to 1,000,000 of the
Companys outstanding shares of common stock. During 2004,
the Company repurchased 800,000 shares of outstanding
common stock and completed the buyback under this program. In
the third quarter of 2004, the Companys Board of Directors
authorized a new stock repurchase program to purchase up to
1,000,000 of the Companys outstanding shares of common
stock. As of December 31, 2004, the Company repurchased
145,000 shares of outstanding common stock under this new
program and repurchased a total of 945,000 shares of
outstanding common stock in 2004.
|
|
9. |
Commitments and Contingencies |
The Company has obligations under non-cancelable operating
leases for real estate, equipment and distribution agreements
for satellite and cable space and FM radio channels. Certain of
the leases include renewal options and escalation clauses. Real
estate leases are for the Companys corporate headquarters,
sales offices, major operating units and data centers.
59
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Future operating lease commitments and obligations, as of
December 31, 2004, are summarized in the chart below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment Due by Period | |
|
|
| |
|
|
|
|
Less Than | |
|
|
|
More Than | |
Contractual Obligations |
|
Total | |
|
1 Year | |
|
1-3 Years | |
|
3-5 years | |
|
5 Years | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Operating Lease Obligations
|
|
$ |
67,702 |
|
|
$ |
13,116 |
|
|
$ |
19,228 |
|
|
$ |
16,829 |
|
|
$ |
18,529 |
|
Total
|
|
$ |
67,702 |
|
|
$ |
13,116 |
|
|
$ |
19,228 |
|
|
$ |
16,829 |
|
|
$ |
18,529 |
|
The Company expects to satisfy its lease obligations from its
existing cash flow. The Companys key operating locations
operate in facilities under long-term leases, the earliest of
which will expire in 2005. The Company believes it will be able
to successfully negotiate key operating leases and/or find
alternative locations for its facilities without significant
interruption to the business.
Rental expense was $13,872,000, $14,251,000 and $10,491,000 for
the years ended December 31, 2004, 2003 and 2002,
respectively.
The Company is involved in ordinary, routine litigation from
time to time in the ordinary course of business with a portion
of the defense and/or settlement costs in some such cases being
covered by various commercial liability insurance policies. We
do not expect that the outcome of any of these matters will have
a material adverse impact on our financial condition or results
of operations.
The components of income before income taxes are as follows for
the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Domestic
|
|
$ |
100,558 |
|
|
$ |
98,085 |
|
|
$ |
83,035 |
|
Foreign
|
|
|
27,833 |
|
|
|
18,364 |
|
|
|
17,186 |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
128,391 |
|
|
$ |
116,449 |
|
|
$ |
100,221 |
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) consists of the following for the
years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$ |
30,114 |
|
|
$ |
31,653 |
|
|
$ |
25,142 |
|
|
State
|
|
|
8,863 |
|
|
|
9,194 |
|
|
|
7,600 |
|
|
Foreign
|
|
|
10,054 |
|
|
|
5,763 |
|
|
|
4,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,031 |
|
|
|
46,610 |
|
|
|
37,168 |
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
766 |
|
|
|
(1,803 |
) |
|
|
1,317 |
|
|
State
|
|
|
(1 |
) |
|
|
(334 |
) |
|
|
336 |
|
|
Foreign
|
|
|
(1,676 |
) |
|
|
(225 |
) |
|
|
667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(911 |
) |
|
|
(2,362 |
) |
|
|
2,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
48,120 |
|
|
$ |
44,248 |
|
|
$ |
39,488 |
|
|
|
|
|
|
|
|
|
|
|
60
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Income Taxes
Deferred tax assets and liabilities are determined based on
differences between the financial reporting and the tax basis of
assets and liabilities and are measured by applying enacted tax
rates and laws to taxable years in which such differences are
expected to reverse. Income taxes are generally not provided on
undistributed earnings of foreign subsidiaries because these
earnings are considered by the Company to be permanently
reinvested. The components of the Companys deferred income
tax assets (liabilities) recognized in the financial statements
are as follows at December 31:
|
|
|
|
|
|
|
|
|
Asset/ (Liability) |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Current deferred tax:
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$ |
6,199 |
|
|
$ |
3,930 |
|
Depreciation
|
|
|
(2,698 |
) |
|
|
(1,751 |
) |
Other
|
|
|
63 |
|
|
|
1,033 |
|
Accounts receivable allowance
|
|
|
2,274 |
|
|
|
1,428 |
|
|
|
|
|
|
|
|
|
|
|
5,838 |
|
|
|
4,640 |
|
Long term deferred tax:
|
|
|
|
|
|
|
|
|
Deferred compensation
|
|
|
1,374 |
|
|
|
504 |
|
Other intangible assets
|
|
|
(6,551 |
) |
|
|
(6,371 |
) |
Non compete agreements
|
|
|
17,618 |
|
|
|
20,007 |
|
Net operating loss carryforwards
|
|
|
3,584 |
|
|
|
4,560 |
|
Customer lists
|
|
|
(39,376 |
) |
|
|
(45,611 |
) |
Sale of business
|
|
|
6,619 |
|
|
|
6,619 |
|
Software development cost
|
|
|
(4,147 |
) |
|
|
|
|
Asset impairment
|
|
|
560 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,319 |
) |
|
|
(20,292 |
) |
Valuation allowance
|
|
|
(9,264 |
) |
|
|
(8,912 |
) |
|
|
|
|
|
|
|
|
|
|
(29,583 |
) |
|
|
(29,204 |
) |
|
|
|
|
|
|
|
Total
|
|
$ |
(23,745 |
) |
|
$ |
(24,564 |
) |
|
|
|
|
|
|
|
The long-term deferred tax asset of $6,619,000 was recorded
concurrently with the sale of MarketWatch.com, Inc. to Pearson
in 2000, which will ultimately result in a capital loss when
sold by Pearson to an unrelated party. The realization of this
tax asset is not within the control of the Company and as such a
full valuation allowance has been provided against this asset.
The Company has $1,499,000 of federal net operating loss
carryforwards that were obtained in the acquisition of Data
Broadcasting Corporation that will expire in 2007. Internal
Revenue Service (IRS) regulations and certain state
regulations limit the usage of the net operating loss
carryforwards. The Company believes that based upon the
forecasted future taxable income, these net operating loss
carryforwards will be fully utilized. In addition, the Company
has $2,085,000 of state net operating loss carryforwards, that
will expire in 2007, against which the Company has provided a
full valuation allowance since the utilization of the
carryforward is dependent upon state tax limitations.
The increase in the valuation allowance of $352,000 is primarily
attributable to the additional reserve on the impairment of an
investment that will result in a future capital loss when sold.
The valuation allowance was established due to the uncertainty
of the timing of recognizing the capital loss for tax purposes
in future tax periods.
61
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Income taxes computed using the federal statutory income tax
rates differ from the Companys effective tax rate
primarily due to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
Statutory US federal tax rate
|
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
State taxes, net of federal tax benefit
|
|
|
4.5 |
|
|
|
4.9 |
|
|
|
5.1 |
|
Foreign income taxed at different statutory rates
|
|
|
(2.7 |
) |
|
|
(2.0 |
) |
|
|
(.9 |
) |
Other, net
|
|
|
0.7 |
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
37.5 |
% |
|
|
38.0 |
% |
|
|
39.4 |
% |
|
|
|
|
|
|
|
|
|
|
The Company currently provides income taxes on the earnings of
foreign subsidiaries and associated companies to the extent
these earnings are currently taxable or expected to be remitted.
Taxes have not been provided on approximately $49,000,000 of
accumulated unremitted earnings, which are expected to remain
invested indefinitely.
|
|
|
Pearson, Inc. Savings and Investment Plan |
The Companys US employees are eligible to participate in a
Pearson subsidiarys US 401(k) Plan (the 401(k)
Plan). The 401(k) Plan allows all employees to make
contributions of a specified percentage of their compensation,
which is subject to a 50% employer match. The 401(k) Plan
additionally allows certain employees to contribute amounts
above the specified percentage, which are not subject to any
employer match. Contributions made by the Company for the 401(k)
Plan are determined as a percentage of covered salary and
amounted to $4,373,000, $3,307,000 and $2,774,000 for the years
ended December 31, 2004, 2003 and 2002, respectively.
In 2002, the Company introduced an additional discretionary
401(k) contribution. This contribution is expected to be
equivalent to 1.25% of eligible employee compensation and for
the year ended December 31, 2002, the Company recorded an
expense of $1,100,000 for this benefit. The Company made this
contribution in the second quarter of 2003. In 2003, the Company
recorded an expense of $1,322,000 for this benefit and the
contribution was made in February 2004. In 2004, the Company
recorded an expense of $1,382,000 for this benefit and the
contribution will be made in March 2005.
|
|
|
Pearson, Inc. Pension Plan |
Pearson Inc., a Pearson US subsidiary, sponsors a defined
benefit plan (the Pension Plan) for Pearsons
US employees and the Pension Plan also includes certain of the
Companys US employees. Pension costs are actuarially
determined. The Company funds pension costs attributable to its
employees to the extent allowable under IRS regulations. In
2001, the Company froze the benefits associated with this
Pension Plan. There was no gain or loss recorded as a result of
the curtailment. In 2002, the valuation date for the Pension
Plan was changed from September to December. There was no
material impact to the financial results of the Company as a
result of this change.
62
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Presented below is certain financial information relating to the
Companys participation in the Pension Plan:
Obligations and Funded Status:
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year
|
|
$ |
9,361 |
|
|
$ |
8,502 |
|
Service cost
|
|
|
|
|
|
|
|
|
Interest cost
|
|
|
518 |
|
|
|
543 |
|
Amendments
|
|
|
|
|
|
|
32 |
|
Actuarial loss
|
|
|
1 |
|
|
|
653 |
|
Benefits paid
|
|
|
(565 |
) |
|
|
(369 |
) |
|
|
|
|
|
|
|
Benefit obligation at end of year
|
|
$ |
9,315 |
|
|
$ |
9,361 |
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
$ |
5,625 |
|
|
$ |
4,111 |
|
Actual return on plan assets
|
|
|
658 |
|
|
|
980 |
|
Employer contribution
|
|
|
1,070 |
|
|
|
902 |
|
Benefits paid
|
|
|
(565 |
) |
|
|
(368 |
) |
|
|
|
|
|
|
|
Fair value of plan assets at end of period
|
|
$ |
6,788 |
|
|
$ |
5,625 |
|
|
|
|
|
|
|
|
Reconciliation of funded status:
|
|
|
|
|
|
|
|
|
Benefit obligation at end of year
|
|
$ |
9,315 |
|
|
$ |
9,361 |
|
Fair value of plan assets at end of period
|
|
|
6,788 |
|
|
|
5,625 |
|
Funded status at end of period
|
|
|
2,527 |
|
|
|
3,736 |
|
Unrecognized prior service (benefit)
|
|
|
(31 |
) |
|
|
(33 |
) |
Unrecognized net actuarial gain
|
|
|
(2,263 |
) |
|
|
(2,695 |
) |
|
|
|
|
|
|
|
Net amount recognized
|
|
$ |
233 |
|
|
$ |
1,008 |
|
Amounts recognized in the statement of financial position
consist of:
|
|
|
|
|
|
|
|
|
Accrued benefit cost
|
|
|
2,527 |
|
|
|
3,736 |
|
Intangible assets
|
|
|
(31 |
) |
|
|
(33 |
) |
Accumulated other comprehensive loss
|
|
|
(2,263 |
) |
|
|
(2,695 |
) |
|
|
|
|
|
|
|
Net amount recognized
|
|
$ |
233 |
|
|
$ |
1,008 |
|
63
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$ |
|
|
|
$ |
|
|
|
$ |
137 |
|
Interest cost
|
|
|
518 |
|
|
|
543 |
|
|
|
446 |
|
Expected return on plan assets
|
|
|
(481 |
) |
|
|
(340 |
) |
|
|
(282 |
) |
Amortization of prior service costs
|
|
|
2 |
|
|
|
3 |
|
|
|
(1 |
) |
Recognized actuarial loss
|
|
|
121 |
|
|
|
147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$ |
160 |
|
|
$ |
353 |
|
|
$ |
300 |
|
The accumulated benefit obligation for all defined benefit
pension plans was $9,315,000, $9,361,000 and $8,500,000 at
December 31, 2004, 2003 and 2002, respectively.
Information for pension plans with an accumulated benefit
obligation in excess of plan assets:
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Projected benefit obligation
|
|
$ |
9,315 |
|
|
$ |
9,361 |
|
Accumulated benefit obligation
|
|
|
9,315 |
|
|
|
9,361 |
|
Fair value of plan assets
|
|
|
6,788 |
|
|
|
5,625 |
|
Additional Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 |
|
2002 | |
|
|
| |
|
|
|
| |
|
|
(In thousands) | |
Increase/(decrease) in minimum liability included in other
comprehensive income
|
|
$ |
391 |
|
|
$ |
|
|
|
$ |
(2,695 |
) |
Weighted average assumptions used to determine benefit
obligations at December 31:
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Discount rate
|
|
|
5.85 |
% |
|
|
6.10 |
% |
Rate of compensation increase
|
|
|
4.50 |
% |
|
|
4.50 |
% |
Weighted average assumptions used to determine net periodic
benefit cost for years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Discount rate
|
|
|
6.10 |
% |
|
|
6.75 |
% |
Expected return on plan assets
|
|
|
8.50 |
% |
|
|
8.50 |
% |
Rate of compensation increase
|
|
|
4.50 |
% |
|
|
4.50 |
% |
The Companys expected long-term rate of return on plan
assets is reviewed annually, taking into consideration our asset
allocation, historical returns on the types of assets held and
the current economic environment.
64
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Plan Assets:
The desired investment objective is a long-term nominal rate of
return on assets. The target rate of return for the Plan has
been based on an analysis of historical returns supplemented
with an economic and structural review for each asset class.
Investments will be diversified within asset classes with the
intent to minimize the risk of large losses to the Plan. The
portfolio may be composed of mutual funds, hedge funds, private
equity funds and other asset classes.
The Companys pension plan weighted-average asset
allocation at December 31, 2004 and 2003 by asset category
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended | |
|
|
December 31, | |
|
|
| |
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Equity securities
|
|
|
63 |
% |
|
|
62 |
% |
Debt securities
|
|
|
37 |
% |
|
|
38 |
% |
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
It is the Companys intention to meet the pension
obligations as they come due. The Company employs advisors to
assist it in the determination of optimum asset allocation.
The expected cash flows from the Pension Plan for the years 2005
through 2014 is as follows:
|
|
|
|
|
Year |
|
Total | |
|
|
| |
|
|
(In thousands) | |
2005
|
|
$ |
807 |
|
2006
|
|
|
794 |
|
2007
|
|
|
922 |
|
2008
|
|
|
909 |
|
2009
|
|
|
587 |
|
2010 through 2014
|
|
|
3,101 |
|
The expected contribution to the Pension Plan in 2005 is
$986,000.
Pearson and its subsidiaries maintain certain multi-employer
pension plans for which certain non-US employees of the Company
are eligible to participate. The Company accounts for its
participation in this multi-employer plan by recording a pension
expense in its current year results. The pension expense
incurred by the Company related to these plans for the years
ended December 31, 2004, 2003 and 2002 was $2,590,000,
$3,281,000 and $2,242,000, respectively.
|
|
12. |
Related Party Transactions |
The Company is a party to a management services agreement with
Pearson that became effective as of February 29, 2000.
Pearson, through a subsidiary, owns approximately 60% of the
Companys issued and outstanding common stock. This
agreement governs the provision of services by either company
(and each companys subsidiaries) to the other and renews
annually.
Pursuant to the agreement, Pearson provides certain services to
the Company and the Company provides certain services to
Pearson. The services provided by Pearson afford the Company
administrative convenience and the Company believes the terms of
such services are more favorable to the Company than if the
Company
65
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
had negotiated similar arrangements with non-affiliated third
parties. The services provided by Pearson include administering
401(k), travel, employee health benefit plans and insurance
plans in the United States and United Kingdom, use of a back up
disaster recovery site, and billing, accounts payable, accounts
receivable, computer and accounting system support, financial
accounting, tax and payroll services related to certain of our
subsidiaries, primarily in the United Kingdom. The services
provided by the Company to Pearson include the provision of
financial data. A majority of the charges for services to and
from Pearson and its affiliates are at cost. Prior to entering
into any service arrangement with Pearson, the Company assesses
whether it would be more advantageous to obtain such services
from a third party. The independent committee of our board of
directors, which currently consists of four directors, none of
whom are employees of Pearson, approved the management services
agreement on the Companys behalf. There was no material
effect on the Companys financial condition or results of
operations as a result of entering into the agreement. If
Pearsons services were to be terminated, the Company would
be required to seek equivalent services in the open market at
potentially increased costs. The management services agreement
is amended from time to time by mutual agreement to address
changes in the terms or services provided to or on the
Companys behalf. The independent committee approves any
such modifications. From time to time, the Company assesses the
ongoing relationships between the Company and Pearson, and if
the Company determines that it would be more advantageous to
secure any such services outside of Pearson, the Company pursues
doing so.
In addition, in the ordinary course of business, the Company is
involved in transactions with certain businesses that are owned
by or affiliated with Pearson. Certain of the Companys
businesses license market data and related services at
commercial rates to certain businesses owned by or affiliated
with Pearson and also acquire a range of services related to
specific financial market indices from certain businesses owned
by or affiliated with Pearson. The Company believes that the
terms and conditions of these transactions are fair and
reasonable. Certain of the Companys businesses purchase
advertising at discounted rates and other promotional services
from certain businesses owned by or affiliated with Pearson.
In 2001, the Company entered into a trademark license agreement
with Pearsons Financial Times Group authorizing the
Company to use the FT and Financial
Times trademarks and logos in its business. The license
grants the Company the right to use the FT and Financial Times
brands for a five-year period for one UK pound sterling with an
automatic renewal thereafter, unless terminated. The license is
subject to quality control standards, restrictions on
sublicensing the trademarks to third parties and certain other
restrictions. The independent committee of our board of
directors approved this agreement on the Companys behalf.
Any amounts payable or receivable to and from Pearson or Pearson
affiliates are classified as an affiliate transaction on the
balance sheet. For the years ended December 31, 2004, 2003
and 2002, we recorded revenue of $2,563,000, $2,711,000 and
$2,238,000, respectively, for services provided to Pearson. For
the years ended December 31, 2004, 2003 and 2002, the
Company recorded expense of $3,658,000, $3,115,000 and
$2,902,000, respectively, for these services received from
Pearson.
In the third quarter of 2004, the Company recorded a capital
contribution from Pearson of $1,962,000 for an adjustment to a
liability attributed to a former affiliate of Pearson that was
sold in 1999, prior to the Merger. This adjustment had no impact
on the Companys net income or on Pearsons ownership
percentage of the Companys issued and outstanding common
stock. In the fourth quarter of 2004, the Company recorded a
capital contribution from Pearson of $1,889,000, which
represented the final settlement of certain employee benefit
matters for which ultimate payment was not required.
The Company operates in two reportable segments by providing
financial and business information to Institutional and Active
Trader investors worldwide. The Company evaluates its segments
on the basis of service revenue and operating income (loss) from
operations.
66
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Segment financial information is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
% | |
|
2003 | |
|
% | |
|
2002 | |
|
% | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
(In thousands) | |
|
|
|
|
Service revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Services
|
|
$ |
429,462 |
|
|
|
89 |
% |
|
$ |
397,412 |
|
|
|
90 |
% |
|
$ |
330,995 |
|
|
|
88 |
% |
|
Active Trader Services
|
|
|
55,103 |
|
|
|
11 |
% |
|
|
45,278 |
|
|
|
10 |
% |
|
|
44,020 |
|
|
|
12 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
484,565 |
|
|
|
100 |
% |
|
$ |
442,690 |
|
|
|
100 |
% |
|
$ |
375,015 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Services
|
|
$ |
163,429 |
|
|
|
130 |
% |
|
$ |
145,889 |
|
|
|
126 |
% |
|
$ |
127,967 |
|
|
|
130 |
% |
|
Active Trader Services
|
|
|
10,472 |
|
|
|
8 |
% |
|
|
6,489 |
|
|
|
6 |
% |
|
|
3,356 |
|
|
|
3 |
% |
|
Corporate and unallocated(1)
|
|
|
(48,032 |
) |
|
|
(38 |
)% |
|
|
(37,029 |
) |
|
|
(32 |
)% |
|
|
(33,091 |
) |
|
|
(33 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
125,869 |
|
|
|
100 |
% |
|
$ |
115,349 |
|
|
|
100 |
% |
|
$ |
98,232 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Services
|
|
$ |
762,309 |
|
|
|
74 |
% |
|
$ |
676,346 |
|
|
|
74 |
% |
|
|
|
|
|
|
|
|
|
Active Trader Services
|
|
|
14,792 |
|
|
|
1 |
% |
|
|
11,640 |
|
|
|
1 |
% |
|
|
|
|
|
|
|
|
|
Corporate and unallocated
|
|
|
248,572 |
|
|
|
25 |
% |
|
|
222,336 |
|
|
|
25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,025,673 |
|
|
|
100 |
% |
|
$ |
910,322 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Corporate and unallocated loss from operations for the periods
ended December 31 primarily consists of intangible asset
amortization and corporate, general and administrative expenses. |
The Companys geographic distribution is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Service revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$ |
382,392 |
|
|
$ |
344,869 |
|
|
$ |
300,627 |
|
|
United Kingdom
|
|
|
60,246 |
|
|
|
62,783 |
|
|
|
51,273 |
|
|
All other European Countries and Canada
|
|
|
35,229 |
|
|
|
28,871 |
|
|
|
18,141 |
|
|
Asia
|
|
|
6,698 |
|
|
|
6,167 |
|
|
|
4,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
484,565 |
|
|
$ |
442,690 |
|
|
$ |
375,015 |
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$ |
568,435 |
|
|
$ |
564,631 |
|
|
|
|
|
|
United Kingdom
|
|
|
134,363 |
|
|
|
124,275 |
|
|
|
|
|
|
Asia
|
|
|
2,654 |
|
|
|
2,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
705,452 |
|
|
$ |
691,485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(In thousands, except per share data)
The following table presents selected unaudited financial
information for the eight quarters in the period ended
December 31, 2004. The results for any quarter are not
necessarily indicative of future quarterly results and,
accordingly, period-to-period comparisons should not be relied
upon as an indication of future performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended | |
|
Year Ended | |
|
|
| |
|
December 31, | |
|
|
March 31, | |
|
June 30, | |
|
September 30, | |
|
December 31, | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Service revenue
|
|
$ |
117,630 |
|
|
$ |
118,875 |
|
|
$ |
122,884 |
|
|
$ |
125,176 |
|
|
$ |
484,565 |
|
Total costs and expenses
|
|
|
88,276 |
|
|
|
88,543 |
|
|
|
89,260 |
|
|
|
92,617 |
|
|
|
358,696 |
|
Income from operations
|
|
|
29,354 |
|
|
|
30,332 |
|
|
|
33,624 |
|
|
|
32,559 |
|
|
|
125,869 |
|
Other income, net
|
|
|
380 |
|
|
|
552 |
|
|
|
622 |
|
|
|
968 |
|
|
|
2,522 |
|
Income tax expense
|
|
|
11,373 |
|
|
|
11,814 |
|
|
|
12,482 |
|
|
|
12,451 |
|
|
|
48,120 |
|
Net income
|
|
|
18,361 |
|
|
|
19,070 |
|
|
|
21,764 |
|
|
|
21,076 |
|
|
|
80,271 |
|
Net income per share Basic
|
|
$ |
0.20 |
|
|
$ |
0.20 |
|
|
$ |
0.23 |
|
|
$ |
0.23 |
|
|
$ |
0.86 |
|
Net income per share Diluted
|
|
$ |
0.19 |
|
|
$ |
0.20 |
|
|
$ |
0.23 |
|
|
$ |
0.22 |
|
|
$ |
0.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended | |
|
Year Ended | |
|
|
| |
|
December 31, | |
|
|
March 31, | |
|
June 30, | |
|
September 30, | |
|
December 31, | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Service revenue
|
|
$ |
99,477 |
|
|
$ |
111,460 |
|
|
$ |
111,334 |
|
|
$ |
120,419 |
|
|
$ |
442,690 |
|
Total costs and expenses
|
|
|
70,329 |
|
|
|
82,824 |
|
|
|
82,253 |
|
|
|
91,935 |
|
|
|
327,341 |
|
Income from operations
|
|
|
29,148 |
|
|
|
28,636 |
|
|
|
29,081 |
|
|
|
28,484 |
|
|
|
115,349 |
|
Other income, net
|
|
|
510 |
|
|
|
208 |
|
|
|
193 |
|
|
|
189 |
|
|
|
1,100 |
|
Income tax expense
|
|
|
11,418 |
|
|
|
11,105 |
|
|
|
11,271 |
|
|
|
10,454 |
|
|
|
44,248 |
|
Net income
|
|
|
18,240 |
|
|
|
17,739 |
|
|
|
18,003 |
|
|
|
18,219 |
|
|
|
72,201 |
|
Net income per share Basic
|
|
$ |
0.20 |
|
|
$ |
0.19 |
|
|
$ |
0.19 |
|
|
$ |
0.20 |
|
|
$ |
0.78 |
|
Net income per share Diluted
|
|
$ |
0.19 |
|
|
$ |
0.19 |
|
|
$ |
0.19 |
|
|
$ |
0.19 |
|
|
$ |
0.76 |
|
68
INTERACTIVE DATA CORPORATION AND SUBSIDIARIES
For the Years Ended December 31, 2004, 2003, and 2002
Schedule II Valuation and Qualifying Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at | |
|
|
|
Charged to | |
|
|
|
Balance | |
|
|
Beginning | |
|
|
|
Other | |
|
|
|
at End of | |
Description |
|
of Period | |
|
Additions | |
|
Accounts | |
|
Write Offs | |
|
Period | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2004
|
|
$ |
6,467 |
|
|
$ |
7,257 |
|
|
$ |
(783 |
)(A) |
|
$ |
5,685 |
|
|
$ |
7,256 |
|
|
Year Ended December 31, 2003
|
|
|
4,950 |
|
|
|
3,936 |
|
|
|
294 |
(A) |
|
|
2,713 |
|
|
|
6,467 |
|
|
Year Ended December 31, 2002
|
|
|
5,739 |
|
|
|
9,257 |
|
|
|
261 |
(A) |
|
|
10,307 |
|
|
|
4,950 |
|
(A) Currency translation adjustments for foreign entities
and purchase accounting adjustment associated with an
acquisition.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at | |
|
|
|
Charged to | |
|
|
|
Balance | |
|
|
Beginning | |
|
|
|
Other | |
|
|
|
at End of | |
Description |
|
of Period | |
|
Additions | |
|
Accounts | |
|
Write Offs | |
|
Period | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
(In thousands) | |
|
|
|
|
Valuation Allowance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2004
|
|
$ |
8,912 |
|
|
$ |
560 |
|
|
|
|
|
|
$ |
208 |
|
|
$ |
9,264 |
|
|
Year Ended December 31, 2003
|
|
|
10,484 |
|
|
|
|
|
|
|
|
|
|
|
1,572 |
|
|
|
8,912 |
|
|
Year Ended December 31, 2002
|
|
|
11,681 |
(B) |
|
|
157 |
|
|
|
|
|
|
|
1,354 |
|
|
|
10,484 |
|
(B) Includes $5,204,000 of valuation allowance against
deferred tax asset on state net operating losses.
69
|
|
Item 9. |
Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure |
None.
|
|
Item 9A. |
Controls and Procedures |
Evaluation of Disclosure Controls and Procedures. Our
management, with the participation of our Chief Executive
Officer, or CEO, and Chief Financial Officer, or CFO, evaluated
the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, or the Exchange Act), as of
December 31, 2004. Based on this evaluation, our CEO and
CFO concluded that, as of December 31, 2004, our disclosure
controls and procedures were (1) designed to ensure that
material information relating to us, including our consolidated
subsidiaries, is made known to our CEO and CFO by others within
those entities, particularly during the period in which this
report was being prepared and (2) effective, in that they
provide reasonable assurance that information required to be
disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SECs rules and
forms.
Managements Annual Report on Internal Control Over
Financial Reporting. Our management is responsible for
establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act
Rule 13a-15(f). Internal control over financial reporting
cannot provide absolute assurance of achieving financial
reporting objectives because of its inherent limitations.
Internal control over financial reporting is a process that
involves human diligence and compliance and is subject to lapses
in judgment and breakdowns resulting from human failures.
Internal control over financial reporting also can be
circumvented by collusion or improper management override.
Because of such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely basis
by internal control over financial reporting. However, these
inherent limitations are known features of the financial
reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, the risk.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our
management, including our CEO and CFO, we have conducted an
evaluation of the effectiveness of our internal control over
financial reporting as of December 31, 2004, based upon the
framework in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation, management has concluded
that our internal control over financial reporting was effective
as of December 31, 2004.
Managements assessment of the effectiveness of our
internal control over financial reporting as of
December 31, 2004 has been audited by
PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as stated in their report which is included in
Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting. No
change in our internal control over financial reporting occurred
during the fiscal quarter ended December 31, 2004 that has
materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
|
|
Item 9B. |
Other Information |
None.
PART III
|
|
Item 10. |
Directors and Executive Officers of the Registrant |
That portion of our definitive Proxy Statement appearing under
the captions Election of Directors
Nominees and Section 16(a) Beneficial Ownership
Reporting Compliance to be filed with the SEC and to be
used in connection with our 2005 Annual Meeting of Stockholders
is hereby incorporated by reference.
70
|
|
Item 11. |
Executive Compensation |
That portion of our definitive Proxy Statement appearing under
the caption Executive Compensation to be filed with
the SEC and to be used in connection with our 2005 Annual
Meeting of Stockholders is hereby incorporated by reference.
|
|
Item 12. |
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters |
That portion of our definitive Proxy Statement appearing under
the caption Security Ownership of Certain Beneficial
Owners and Management to be filed with the SEC and to be
used in connection with our 2005 Annual Meeting of Stockholders
is hereby incorporated by reference.
Equity Compensation Plan Information
The following provides certain aggregate information with
respect to all of our equity compensation plans in effect as of
December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities | |
|
|
|
|
|
|
Remaining Available | |
|
|
|
|
|
|
for Future Issuance | |
|
|
Number of Securities | |
|
|
|
under Equity | |
|
|
to be Issued upon | |
|
Weighted Average | |
|
Compensation Plans | |
|
|
Exercise of | |
|
Exercise Price of | |
|
(Excluding Securities | |
|
|
Outstanding Options, | |
|
Outstanding Options, | |
|
Reflected in First | |
Plan Category |
|
Warrants and Rights | |
|
Warrants and Rights | |
|
Column) | |
|
|
| |
|
| |
|
| |
Equity Compensation Plans Approved by Securityholders(1)
|
|
|
9,832,055 |
|
|
$ |
13.46 |
|
|
|
8,797,462 |
(2) |
Equity Compensation Plans not Approved by Securityholders
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
9,832,055 |
|
|
$ |
13.46 |
|
|
|
8,797,462 |
(2) |
|
|
(1) |
These plans consist of our 2000 Long Term Incentive Plan, as
amended, the Data Broadcasting Corporation Stock Option Plan, as
amended, our 2001 Employee Stock Purchase Plan, as amended, and
our UK Savings Related Share Option Plan. |
|
(2) |
Represents shares of common stock reserved for issuance under
our 2001 Employee Stock Purchase Plan and the UK Savings Related
Share Option and shares available for future issuance under our
2000 Long Term Incentive Plan. The number of shares available
under our 2000 Long Term Incentive Plan is adjusted from time to
time. Under such plan, the compensation committee of board of
directors can grant stock based awards representing up to 20% of
the total number of shares of our common stock outstanding at
the date of grant. |
|
|
Item 13. |
Certain Relationships and Related Transactions |
That portion of our definitive Proxy Statement appearing under
the caption Related Party Transactions and
Employment Agreements, Termination of Employment and
Change in Control Arrangements to be filed with the SEC
and to be used in connection with our 2005 Annual Meeting of
Stockholders is hereby incorporated by reference.
|
|
Item 14. |
Principal Accountant Fees and Services |
That portion of our definitive Proxy Statement appearing under
the caption Principal Accountant Fees and Services
to be filed with the SEC and to be used in connection with our
2005 Annual Meeting of Stockholders is hereby incorporated by
reference.
71
PART IV
|
|
Item 15. |
Exhibits and Financial Statement Schedules |
|
|
|
|
(a). |
The following documents are filed as part of this annual
report: |
|
|
|
1. Financial Statements |
|
|
The financial statements and report of an independent registered
public accounting firm required by this item are included in
Part II, Item 8. |
|
|
2. Financial Statement Schedule |
|
|
Schedule II, Valuation and Qualifying Accounts, is included
in Part II, Item 8. |
|
|
All other schedules are omitted because they are not applicable
or not required, or because the required information is shown
either in the financial statements or in the notes thereto. |
|
|
|
The exhibits to this Form 10-K are listed below. |
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Description of Exhibits |
| |
|
|
|
2 |
.1 |
|
Agreement and Plan of Merger, dated as of November 14,
1999, among Data Broadcasting Corporation, Pearson Longman,
Inc., Detective Merger-Sub, Inc. and Interactive Data
Corporation. (Exhibit 99.5.1 to registrants Current
Report on Form 8-K filed on November 22, 1999.) |
|
|
2 |
.2 |
|
Amendment No. 1 to Agreement and Plan of Merger, dated as
of January 10, 2000, among Data Broadcasting Corporation,
Pearson Longman, Inc., Detective Merger-Sub, Inc. and
Interactive Data Corporation. (Appendix B to
registrants Schedule 14A filed on January 11,
2000.) |
|
|
2 |
.3 |
|
Agreement, dated as of December 27, 2000, among Data
Broadcasting Corporation and Pearson Overseas Holdings Limited.
(Exhibit 99.1 to registrants Current Report on
Form 8-K filed on January 23, 2001.) |
|
|
2 |
.4 |
|
Asset Sale and Purchase Agreement, dated as of December 31,
2001, between Merrill Lynch, Pierce, Fenner & Smith
Incorporated and FT Interactive Data Corporation, as amended.
(Exhibit 2.4 to registrants Annual Report on
Form 10-K for the fiscal year ended December 31,
2001.) (Confidential treatment granted as to certain portions.) |
|
|
2 |
.5 |
|
Stock and Asset Purchase Agreement, dated as of January 16,
2003, by and among The McGraw-Hill Companies, Inc.,
Standard & Poors Information Services (Australia)
Pty Ltd., McGraw-Hill International (UK) Ltd., and
McGraw-Hill International Enterprises, Inc. and Interactive Data
Corporation. (Exhibit 2.1 to registrants Current
Report on Form 8-K filed on March 14, 2003.)
(Confidential treatment granted as to certain portions.) |
|
|
3 |
.1 |
|
Restated Certificate of Incorporation of Interactive Data
Corporation. (Exhibit 3.1 to registrants Quarterly
Report on Form 10-Q for the fiscal quarter ended
September 30, 2002.) |
|
|
3 |
.2 |
|
Bylaws of Interactive Data Corporation, as amended.
(Exhibit 3.2 to registrants Form 8-A filed on
June 15, 1992.) |
|
|
10 |
.1 |
|
Registration Rights Agreement, dated as of June 25, 1992,
between Financial News Network, Inc., on the one hand, and Allan
R. Tessler and Alan J. Hirschfield, on the other hand.
(Exhibit 28.5 to registrants Current Report on
Form 8-K filed on June 30, 1992.) |
|
|
10 |
.2 |
|
Data Broadcasting Corporation Stock Option Plan, as amended
through September 13, 1994. (Exhibit 10.2 to
registrants Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.)** |
|
|
10 |
.3 |
|
Interactive Data Corporation 2000 Long-Term Incentive Plan.
(Exhibit 10.3 to registrants Annual Report on
Form 10-K for the fiscal year ended December 31,
2000.)** |
|
|
10 |
.4 |
|
2001 Amendment to Interactive Data Corporation 2000 Long-Term
Incentive Plan. (Exhibit 10.2 to registrants
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2002.)** |
72
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Description of Exhibits |
| |
|
|
|
|
10 |
.5 |
|
2004 Amendment to Interactive Data Corporation 2000 Long-Term
Incentive Plan. (Exhibit 10.5 to registrants Annual
Report on Form 10-K for the fiscal year ended
December 31, 2003.)** |
|
|
10 |
.6 |
|
Form of Option Grant Certificate under Interactive Data
Corporation 2000 Long-Term Incentive Plan for Non-Employee
Directors. (Exhibit 99.2 to registrants Current Report on
Form 8-K filed on February 28, 2005.)** |
|
|
10 |
.7 |
|
Form of Option Grant Certificate under Interactive Data
Corporation 2000 Long-Term Incentive Plan for Non-Executives.** |
|
|
10 |
.8 |
|
Form of Option Grant Certificate under Interactive Data
Corporation 2000 Long-Term Incentive Plan for Executives.** |
|
|
10 |
.9 |
|
Forms of 2003 and 2004 Deferred Stock Unit Grant for Executive
Officers and Non-Employee Directors. (Exhibit 10.21 to
registrants Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2004.)** |
|
|
10 |
.10 |
|
Form of Deferred Stock Unit Grant for Non-Employee Director.
(Exhibit 99.3 to registrants Current Report on
Form 8-K filed on February 28, 2005.) ** |
|
|
10 |
.11 |
|
Interactive Data Corporation Compensation Plan for Non-Employee
Directors (Exhibit 99.1 to registrants Current Report
on Form 8-K filed February 28, 2005.) |
|
|
10 |
.12 |
|
Letter Agreement, dated November 14, 1999, between Data
Broadcasting Corporation and Alan J. Hirschfield.
(Exhibit 10.4 to registrants Annual Report on
Form 10-K for the fiscal year ended December 31,
2000.)** |
|
|
10 |
.13 |
|
Letter Agreement, dated November 14, 1999, between Data
Broadcasting Corporation and Allan R. Tessler.
(Exhibit 10.5 to registrants Annual Report on
Form 10-K for the fiscal year ended
December 31,2000.)** |
|
|
10 |
.14 |
|
Trade Mark License Agreement, dated March 7, 2001, between
Data Broadcasting Corporation and The Financial Times Limited.
(Exhibit 10.7 to registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 2000.) |
|
|
10 |
.15 |
|
Interactive Data Corporation 2001 Employee Stock Purchase Plan.
(Exhibit 10.8 to registrants Annual Report on
Form 10-K for the fiscal year ended December 31,
2001.)** |
|
|
10 |
.16 |
|
2001 Amendment to Interactive Data Corporation 2001 Employee
Stock Purchase Plan. (Exhibit 10.9 to registrants
Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.)** |
|
|
10 |
.17 |
|
Rules of the Interactive Data Corporation UK Savings Related
Share Option Plan. (Exhibit 10.10 to registrants
Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.)** |
|
|
10 |
.18 |
|
Management Services Agreement, dated as of November 29,
2001, between Pearson plc and Interactive Data Corporation.
(Exhibit 10.11 to registrants Annual Report on
Form 10-K for the fiscal year ended December 31, 2001.) |
|
|
10 |
.19 |
|
Amendment No. 1 to Management Services Agreement, dated
October 3, 2002. (Exhibit 10.1 to registrants
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2002.) |
|
|
10 |
.20 |
|
Amendment No. 2 to Management Services Agreement, dated
September 16, 2004. |
|
|
10 |
.21 |
|
Amendment No. 3 to Management Services Agreement dated
September 16, 2004. |
|
|
10 |
.22 |
|
Amendment No. 4 to Management Services Agreement dated
September 16, 2004. |
|
|
10 |
.23 |
|
The Pearson Reward Plan. (Exhibit 10.12 to
registrants Annual Report on Form 10-K for the fiscal
year ended December 31, 2001.)** |
|
|
10 |
.24 |
|
The Pearson 1988 Executive Share Option Plan.
(Exhibit 10.13 to registrants Annual Report on
Form 10-K for the fiscal year ended December 31,
2001.)** |
|
|
10 |
.25 |
|
Rules of the Pearson plc 1992 United States Executive Share
Option Plan. (Exhibit 10.14 to registrants Annual
Report on Form 10-K for the fiscal year ended
December 31, 2001.)** |
|
|
10 |
.26 |
|
The Pearson 1998 Executive Share Option Plan.
(Exhibit 10.15 to registrants Annual Report on
Form 10-K for the fiscal year ended December 31,
2001.)** |
73
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Description of Exhibits |
| |
|
|
|
|
10 |
.27 |
|
Pearson plc Annual Bonus Share Matching Plan.
(Exhibit 10.16 to registrants Annual Report on
Form 10-K for the fiscal year ended December 31,
2001.)** |
|
|
10 |
.28 |
|
Pearson, Inc. Excess Savings and Investment Plan.
(Exhibit 10.17 to registrants Annual Report on
Form 10-K for the fiscal year ended December 31,
2001.)** |
|
|
10 |
.29 |
|
Pearson, Inc. Supplemental Executive Retirement Plan.
(Exhibit 10.18 to registrants Annual Report on
Form 10-K for the fiscal year ended December 31,
2001.)** |
|
|
10 |
.30 |
|
Interactive Data Corporation 2004 Executive Management Bonus
Plan (Exhibit 99.1 to registrants Current Report on
Form 8-K filed March 14, 2005.)** |
|
|
21 |
|
|
Subsidiaries of the registrant. |
|
|
23 |
|
|
Consent of PricewaterhouseCoopers LLP. |
|
|
31 |
.1 |
|
Certification of Chief Executive Officer pursuant to Exchange
Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to
Section 302 of Sarbanes-Oxley Act of 2002. |
|
|
31 |
.2 |
|
Certification of Chief Financial Officer pursuant to Exchange
Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to
Section 302 of Sarbanes-Oxley Act of 2002. |
|
|
32 |
.1 |
|
Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of Sarbanes-Oxley Act of 2002. (furnished) |
|
|
32 |
.2 |
|
Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of Sarbanes-Oxley Act of 2002. (furnished) |
|
|
|
|
* |
Exhibits followed by a parenthetical reference are previously
filed and incorporated by reference from the document described. |
|
|
** |
Management contract or compensation plan or arrangement. |
74
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
|
Interactive Data
Corporation
|
|
|
|
|
|
Stuart J. Clark |
|
Chief Executive Officer |
March 16, 2005
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities indicated, as
of March 16, 2005.
|
|
|
|
|
|
|
Signature |
|
Title |
|
|
|
|
|
|
|
|
/s/ Stuart J. Clark
Stuart
J. Clark |
|
Chief Executive Officer and Director
(principal executive officer) |
|
|
|
/s/ John Makinson
John
Makinson |
|
Chairman of the Board |
|
|
|
/s/ Steven G. Crane
Steven
G. Crane |
|
Chief Financial Officer
(principal accounting officer) |
|
|
|
/s/ William Ethridge
William
Ethridge |
|
Director |
|
|
|
/s/ John Fallon
John
Fallon |
|
Director |
|
|
|
/s/ William B. Gauld
William
B. Gauld |
|
Director |
|
|
|
/s/ Donald P. Greenberg
Donald
P. Greenberg |
|
Director |
|
|
|
/s/ Alan J. Hirschfield
Alan
J. Hirschfield |
|
Director |
|
|
|
/s/ Philip J. Hoffman
Philip
J. Hoffman |
|
Director |
|
|
|
/s/ Carl Spielvogel
Carl
Spielvogel |
|
Director |
|
|
|
/s/ Allan R. Tessler
Allan
R. Tessler |
|
Director |
|
|
75