SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
/x/ Annual report under section 13 or 15(d) of the securities exchange act of
1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
/ / Transition report under section 13 or 15(d) of the securities exchange
act of 1934
COMMISSION FILE NUMBER 0-24634
TRACK DATA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 22-3181095
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
95 ROCKWELL PLACE
BROOKLYN, NEW YORK 11217
(Address of principal executive offices) (Zip Code)
(718) 522-7373
(Registrant's telephone number)
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK,
$.01 PAR VALUE
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 twelve months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /x/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /x/
Indicate by checkmark whether the Registrant is an accelerated filer (as defined
in Rule 12b-2 of the Act). Yes / / No /x/
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the Registrant's most recently completed second fiscal
quarter. Based on the average bid and ask price of the Company's Common Stock
on June 30, 2002 of $1.18 per share. $28,142,000.
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
50,637,057 SHARES OF COMMON STOCK, $.01 PAR VALUE, AS OF FEBRUARY 28, 2003.
DOCUMENTS INCORPORATED BY REFERENCE
[SEE INDEX TO EXHIBITS]
PART I
Disclosures in this Form 10-K contain certain forward-looking statements,
including, without limitation, statements concerning the Company's operations,
economic performance and financial condition. These forward-looking statements
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The words "believe," "expect," "anticipate" and
other similar expressions generally identify forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of their dates. These forward-looking statements are based
largely on the Company's current expectations and are subject to a number of
risks and uncertainties, including, without limitation, changes in external
market factors, changes in the Company's business or growth strategy or an
inability to execute its strategy due to changes in its industry or the economy
generally, the emergence of new or growing competitors, various other
competitive factors and other risks and uncertainties indicated from time to
time in the Company's filings with the Securities and Exchange Commission.
Actual results could differ materially from the results referred to in the
forward-looking statements. In light of these risks and uncertainties, there can
be no assurance that the results referred to in the forward-looking statements
contained in this Form 10-K will in fact occur. The Company makes no commitment
to revise or update any forward looking statements in order to reflect events or
circumstances after the date any such statement is made.
ITEM 1. BUSINESS
Track Data Corporation (the "Company") is a financial services company that
owns Track Data Securities Corp. ("TDSC"), a registered securities broker-dealer
and member of the National Association of Securities Dealers, Inc. ("NASD").
The Company provides a proprietary, fully integrated Internet-based online
trading and market data system, proTrack, for the institutional trader and
myTrack, for the individual trader. The proTrack system is also licensed as a
trading platform for other broker-dealers. The Company provides real-time
financial market data, fundamental research, charting, and analytical services
to institutional and individual investors through dedicated telecommunication
lines and the Internet. The Company also disseminates news and third-party
database information from more than 100 sources worldwide.
The Company also owns and operates the Track ECN, an electronic
communications network that allows traders to display and match limit orders for
stocks. Track ECN offers subscribers a Rebate Model, which offers the highest
published rebate in the industry, and a Free Model, which offers no access fees
to market participants who access its liquidity through Nasdaq's SuperMontage.
Track ECN offers subscribers anonymous executions and speed. Both the Rebate
Model and the Free Model participate in Nasdaq's new trading platform,
SuperMontage.
The Company has delivered mission-critical information to the most
demanding customers in the investment community since 1981. Market data is
delivered directly from original sources (such as the exchanges) to the
Company's facilities, where the data is simultaneously redistributed to its
customers. myTrack and proTrack operate through the use of proprietary
application software. Once the user is attached to the Company's host server,
the connection link is constant, like an open telephone connection. This allows
the system to provide dynamically updating stock quotes and news and to
immediately respond to all queries. Utilizing the built-in trading platform
allows the user to enter a trade that is received by the Company's server
instantaneously, as the connection is the same one that is already connected for
market data. The Company also offers proTrack through a direct point-to-point
T1 connection.
The Company maintains offices in the U.S. and Europe, with executive
offices located at 95 Rockwell Place, Brooklyn, New York 11217. Its telephone
number is 212-943-4555 or 718-522-7373.
The Company's operations are classified in two business segments: (1)
Internet-based online trading, market data services and ECN services to the
institutional professional investment community, and (2) online trading and
market data services to the non-professional individual investor community. The
Company also engages in arbitrage trading. See Notes C and H of Notes to
Consolidated Financial Statements.
A. ONLINE TRADING, MARKET DATA SERVICES AND ECN SERVICES TO THE INSTITUTIONAL
PROFESSIONAL INVESTMENT COMMUNITY
MARKETRACK
MarkeTrack offers significant real-time quote processing and
analytical features, and has become distinguished over time for its ability
to consistently deliver real-time, market sensitive information. The
service provides domestic and international market information, dynamically
updating quotelines, options and futures displays, real-time spreadsheets,
tick-by-tick updating graphics, news services and third-party databases,
user-defined screen layouts, access to back-office order and execution
services, and over 20 years of graphical price history. It allows users to
calculate theoretical values of options and determine the most beneficial
investment strategy through calculating returns on alternative investments,
including options and futures. In addition, users are able to download
real-time data to both Microsoft Excel and Lotus 1-2-3 spreadsheet
applications, which allows the users to create individually tailored
financial applications to meet specific needs without additional
programming.
The service provides investment professionals the ability to easily
and rapidly analyze, on a single service terminal, large volumes of
real-time prices, third-party databases, historical information and news
services to support split second trading decisions. It runs under Windows
NT, DOS and UNIX operating systems on a wide variety of personal computer
and workstation platforms.
Pricing and Customers: Customers are charged a monthly service fee and
a communications or location charge that typically varies with the location
and size of the customer's installation. Service charges vary with the
number and types of functions to which an individual subscribes, and are
typically between $250 and $600 per month per user.
Since August 2001, the Company has experienced a decline in revenues
for its market data services to the Professional Market segment due
principally to a reduction in customers' staffing. Management expects this
trend to continue through the first half of 2003. MarkeTrack currently
serves over 2,000 customers in trading and institutional investment
management positions. Customers include floor traders, block traders,
market makers, OTC traders, options specialists, head traders, arbitrageurs
and hedge fund managers.
PROTRACK ONLINE TRADING
The Company offers a direct access state-of-the-art trading system for
the professional market, proTrack. Many competing systems are connected
with a particular market maker or ECN that requires all trades to first
pass through that platform, even when the execution will not be done there.
proTrack enables the trader to access the market directly. There is also
smart order routing built into the system for times when a routing
destination is not selected by the trader. proTrack is a Windows-based
fully customizable system with flexibility to display the information the
trader wants to see with dynamically updating linked windows.
Among many trading features offered by proTrack are: point and click
equities and options trading, direct access to market makers and ECN's, hot
keys, smart order routing, reserve book, quick modification of existing
orders, multiple order types and a wide variety of market data and news.
proTrack offers trading through the Company's wholly-owned
broker-dealer subsidiary, TDSC, clearing through Penson Financial Services,
Inc. proTrack also offers its trading platform, with direct access to
market makers and ECNs, to broker-dealers who wish to route orders
utilizing the advanced features of proTrack.
proTrack is available on a private label basis and is customized,
where required, to particular trading requirements. Pricing of the services
is dependent on trading volume, market data services required and necessary
clearing costs.
ELECTRONIC COMMUNICATIONS NETWORK
In February 2002, TDSC received authorization from the NASD and the
Securities and Exchange Commission to operate an Electronic Communications
Network ("ECN") that enables traders to display and match limit orders for
stocks. This authorization allows trading of Nasdaq National Market,
SmallCap, and exchange-listed securities on its ECN trading platform. In
order to set the Track ECN apart from other ECNs, the Company has
incorporated state-of-the-art trading functionality into the ECN. This
functionality is normally available only on sophisticated front-end trading
platforms. Through December 31, 2002, the Company encouraged broker-dealers
and market makers to become subscribers to its ECN by paying a commission
of up to $.005 per share for adding liquidity (limit orders added to the
ECN order book) and charging $.007 per share for taking liquidity (those
who execute against an existing bid or offer on the ECN).
Soon after its official launch in April, 2002, Track ECN built its
volumes very quickly by offering access to its ECN through Nasdaq's
SuperSoes system. However, the ECN market has experienced significant
changes during the last half of 2002, including the introduction of
Nasdaq's trading platform, SuperMontage. Track ECN experienced a
significant decline in trading volume under SuperMontage. Track ECN
continues to modify its services and pricing to compete effectively as
described below.
Nasdaq's SuperMontage became fully operational in December, 2002.
Prior to SuperMontage, Track ECN provided liquidity through SuperSoes,
Nasdaq's automated execution system, where market makers were not
preferenced over ECN's by Nasdaq when filling orders. Accordingly,
liquidity providers to Track ECN received immediate executions in
SuperSoes. Under SuperMontage, market makers and ECN's who charge no access
fee are preferenced by Nasdaq (orders are filled) before ECN's charging
access fees are filled. Liquidity providers to the Track ECN were
experiencing difficulty in receiving executions of their orders due to
broker-dealers and market makers routing their Nasdaq orders to lower cost
ECN's and no fee market makers. As a result, volume on Track ECN was
reduced from a high of more than 400 million shares in October, 2002 to
less than 100 million shares in December, 2002. Track ECN changed its
pricing effective January 1, 2003 to pay subscribers who add liquidity
$.0023 per share in full on a monthly basis and to charge $.0029 per share
to market participants who take liquidity. By charging the lowest rate of
any major ECN and offering the highest published rebate in the industry,
the Company is attempting to recover its lost volume and, ultimately, to
increase its volume from past levels. With the lower spread between rebate
and charge of $.0006 per share from $.002 per share, the Company will need
to handle significantly more volume to achieve similar financial results.
In connection with this change, and to keep costs at a minimum, Track ECN
has applied to become a self-clearing ECN. If its application is approved,
it is estimated that the Company will save more than 50% of its current
clearing costs through third parties.
In addition to the Rebate Model described above, Track ECN introduced
a second pricing model offering free access to market participants. Using
the Free Model, subscribers can display bids and offers in the first tier
with the market makers (as opposed to the second tier, with those who
charge an access fee). Track ECN receives a rebate of $.002 per share from
Nasdaq and pays its subscribers $.001 per share for adding liquidity.
Subscribers who take liquidity directly (without accessing through Nasdaq)
are charged a fee of $.0019 per share. Both the Rebate Model and the Free
Model of Track ECN offer subscribers anonymous executions, speed, and
participation in Nasdaq's SuperMontage.
NEWSWATCH SERVICE
The market focus of NewsWatch is the business professional who "must
know first." This group includes traders, bankers, research analysts,
investor relations professionals, corporate executives, or any "knowledge
worker" who needs real-time information for making day-to-day business
decisions. The service provides enterprise wide solutions to corporations
needing to deliver external/internal real-time information to their
"knowledge workers," leveraging internal networks and/or intranets. The
service includes a high-speed consolidated news ticker, an NT-resident
database with full-text indexing, access to a variety of third-party
databases, and multiple domestic/international exchanges, all via a
state-of-the-art user-friendly presentation environment.
NewsWatch also provides a browser-based interface, bringing all the
advantages of the Company's news collection and delivery service to the web
environment. It is appropriate for corporations that are comfortable with
browser technology and need access to real-time business news for their
end-user population via an internal intranet or the World Wide Web.
Pricing and Customers: Customers are charged a monthly service fee and
a communications or location charge, which typically varies with the
location and size of the customer installation. Service charges vary with
the number and types of functions/news sources to which the user
subscribes. A typical installation is approximately $300/month at the
5-user level and is scaled down with increased users at a location.
MARKETING
MarkeTrack competes in several highly competitive segments of the
on-line real-time financial information marketplace: equity, options and
futures trading; and the investment management segments of the professional
investment community. The Company's focus is on the premium end of the
trading markets, appealing to institutional sales people, arbitrageurs,
market makers and traders.
MarkeTrack, proTrack, Track ECN, as well as the NewsWatch service, are
marketed primarily through a dedicated sales force, including 10 full-time
sales persons. All services are sold directly, often as a result of on-site
presentations and service demonstrations.
In addition to its dedicated sales force, the Company maintains
relationships with a number of brokerage firms that actively sell the
Company's services to the money management side of the industry for "soft
dollars." In a soft dollar arrangement, the brokerage firm pays the Company
for services delivered to the money managers. These brokerage firms are
typically also customers of the Company.
The Company has ongoing advertising, direct mail, and public relations
programs to promote product recognition and educate potential new customers
in its targeted markets. In addition, the services are exhibited at major
industry trade shows each year.
COMPETITION
The Company competes with many other providers of electronically
transmitted financial information. The Company competes in its service
offerings to varying extents through price and quality of service.
The Company offers its MarkeTrack service in a highly competitive
market in which it competes with other distributors of financial and
business information, many of which have substantially greater financial
resources. The Company competes, among other things, on the basis of the
quality and reliability of its data, the speed of delivery and on the
flexibility of its services. In the equity, options and futures trading
segments, and the investment management segment, the Company's competitors
include Bloomberg Financial and Bridge Information Systems. To a lesser
degree, these Company services compete with ILX, a Thomson Financial
Services company, and Quotron, a Reuters company, who dominate the retail
brokerage market segment. There can be no assurance that the Company will
not encounter increased competition in the future, which could limit the
Company's ability to maintain or increase its market share or maintain its
margins, and which could have a material adverse effect on the Company's
business, financial condition or operating results.
The Company's newly introduced proTrack service competes primarily
with the Redi System offered by Goldman Sachs, Real-Tick offered by AT
Financial and a proprietary system offered by Lava, Inc. There are also
many proprietary systems that offer one-stop trading and limited access to
other destinations, as well as many other direct access trading systems.
The Track ECN competes with other ECN's that have substantially
greater resources and have been operating for a longer period of time. The
Company's competitors, among others, are Archipelago, Instinet, Island and
Nasdaq.
The Company offers its NewsWatch service in a highly competitive
market in which it competes with other distributors of news information,
many of which have substantially greater financial resources. NewsWatch
competes, among other things, on the basis of the quality and reliability
of its data, the speed of delivery and on the flexibility of its services.
NewsWatch's principal competitor is NewsEdge.
B. INTERNET-BASED ONLINE TRADING, MARKET DATA SERVICES, AND OTHER SERVICES TO
THE NON-PROFESSIONAL INDIVIDUAL INVESTMENT COMMUNITY
Internet-Based Online Trading and Market Data Services to the
Non-Professional Individual Investment Community
GENERAL
The decline in the stock market over the past two years has caused a
significant contraction in the individual investor market as follows: the
opening of new accounts has slowed; trading activity has declined
significantly; and the asset values held in individual accounts has
declined.
The Company has offered its myTrack software-based online trading
system since June, 1999. Since myTrack is a client-server application, it
is not restricted by the limitations of HTML, the primary programming
language of the worldwide web. With trading systems that use HTML,
displayed data remains static until a query is repeated. In contrast,
myTrack delivers and automatically updates a continuous, dynamic stream of
live market data to the client's screen.
Another advantage of myTrack is that it is a direct access broker.
Direct access means that myTrack clients can have their trades routed
directly to the exchange, market maker, or electronic communication network
("ECN") of their choice. A smart order routing system selects routing for
those traders who do not wish to select on their own. As a result, the
Company believes trades can be executed more quickly than if the trade is
routed through a third market firm or an online brokerage firm's trading
desk, as is the case with a number of other trading systems. Order entry
can be preset for size and type of order. The client can use a mouse to
click the bid or ask price of a security and either close out an open
position or add to an existing one. If the user clicks the bid or ask price
of the security, the order screen will appear pre-configured to buy or
sell.
myTrack clients may place bids or offers onto an ECN that will also
appear in the Nasdaq Market Maker Level 2 screen with the corresponding
price and size of the order. We believe that this gives myTrack clients an
advantage in attempting to execute orders between the bid and asked prices
of Nasdaq securities.
myTrack offers trading of U.S.-based stocks, options and mutual funds,
as well as stock index-based futures.
The Company has targeted active traders and believes that myTrack is
well-suited to satisfy their requirements. For those traders who are the
most active and engage in daytrading, the Company offers trading software,
"dayTrader by myTrack." dayTrader contains features and enhancements
designed to satisfy the needs of the hyperactive trader community.
MYTRACK SERVICES
Trading Access: In addition to the myTrack software, users can access
myTrack trading through the myTrack web site, a Palm or other PDA, a
web-enabled cellular phone, or two-way pager. myTrack delivers to customers
with trading accounts free streaming delayed quotes, as well as breaking
company news, a trade by trade log, charting for technical analysis and a
proprietary library of intra-day market statistics.
Commission Rates: Equity trades on myTrack are currently offered at
prices starting at $12.95 per trade. Volume trading rebates can result in
trade costs as low as $8.20 per trade. dayTrader by myTrack offers
commissions from $.015 to $.02 per share, based on volume. Futures are
generally priced at $7.00 per contract.
myTrack Market Data: myTrack provides access to comprehensive
information on stocks, options, indices, and news, including bid and ask
prices, charts, research and other information for any listed or
Nasdaq-traded stock and many OTC-BB stocks, as well as the ability to
establish and track securities, cash, margin and buying power positions on
a real-time basis. myTrack's clients can arrange the display and
configuration of data on their computer screens using a menu and tool bar,
which are generally utilized in the Windows operating system.
Market Data Pricing: Real-time quotes, news, charting and technical
analysis are currently available in various pay packages from $19.95 per
month plus exchange fees to $95.00 per month (including Nasdaq Level II)
plus exchange fees. Volume trading can result in rebates equivalent to the
service plan charges.
Customer Service: Client services for all levels of online service,
including trading, administrative, and technical support, are among the
Company's highest priorities. The Company's Client Service department helps
clients get online, handles product and service inquiries and addresses all
brokerage and technical questions. Live client support is available from
7:00 AM to 6:00 PM Eastern Time, Monday through Friday. Brokerage support
extends until 8:00PM.
OPERATIONS
CLEARING AND ORDER PROCESSING
The Company does not hold any funds or securities owned by its
clients nor execute securities transactions. The Company clears all
transactions for its clients, on a fully disclosed basis, with Penson
Financial Services, Inc. ("Penson").
The Company's agreement with Penson provides that the clearing
broker process all securities transactions for the Company's clients
for a fee. Services of the clearing broker include billing and credit
control and receipt, custody and delivery of securities. The Company
has agreed to indemnify and hold the clearing broker harmless from
certain liabilities or claims, including claims arising from the
transactions of its clients, which could be material in amount. The
Company's clearing agreement may be terminated by either party, upon
45 days' written notice. The Company relies on the operational
capacity and the ability of the clearing broker for the orderly
processing of transactions.
Clients' securities transactions are effected on either a cash or
margin basis. In connection with margin transactions, credit is
extended to a client, collateralized by securities and cash in the
client's account, for a portion of the purchase price. The client is
charged for margin financing at interest rates based on the broker
call rate plus an additional amount of up to 2.50%. The broker call
rate, also known as the "Call Money Rate," is the prevailing interest
rate charged by banks on secured loans to broker-dealers.
Margin lending is subject to the margin rules of the Board of
Governors of the Federal Reserve System. Margin lending subjects the
Company to the risk of a market decline that would reduce the value of
collateral below the client's indebtedness before the collateral could
be sold. Under applicable rules, in the event of a decline in the
market value of the securities in a margin account, the client is
required to deposit additional securities or cash in the account. The
margin agreement allows the Company or Penson to sell securities owned
by the client under certain circumstances.
NETWORK INFRASTRUCTURE
The Company's external network consists of a series of routers
and other Internet-networking equipment, myTrack, mail, web and File
Transfer Protocol (ftp) servers; these servers are connected to the
Company's internal (i.e. protected) network. This permits a moderated
connection to the Company's intranet, so that any computer that can
connect to the Internet can access authorized services.
Any individual with a personal computer who has a connection to
the Internet and has Windows-compatible software can subscribe to
myTrack. Once an account is opened, the client downloads myTrack
software and is given a unique user name and password. The client then
logs onto the Company's myTrack servers. The myTrack servers connect
to market data and order servers.
myTrack employs a proprietary protocol to communicate between the
client and the server. Conventional mail, web and ftp servers are used
to download software, provide a public access to a chat function and
to exchange mail with internal mail servers and prevents
virus-infected files or messages from reaching the internal network.
Logins to myTrack servers are validated by a permission server. Once
the permission server allows the client to establish a connection to a
myTrack server, the connection between the client and server is
maintained until the client requests it be terminated or until the
system determines that the connection is no longer efficient or is
inoperable.
The Company's technology is supported by an internal staff of
programmers, developers, and operators 24 hours a day, seven days a
week. The programming staff is supplemented by a team of quality
control analysts, web page developers, technical writers, and design
specialists who ensure the final product is user-friendly and
dependable. In addition to supporting the systems, the staff
continually enhances software and hardware and develops new services.
Software is designed to be versatile and easily adaptable to new and
emerging technologies.
The order servers accept buy/sell or sell short/buy to cover
messages from the client application and qualify orders according to a
number of business rules. Once an order is qualified, it is sent to
the exchange of choice and messages are sent to update the database.
This update offers the client real-time account positions, buying
power and profit and loss calculations.
ACCOUNT SECURITY
The Company uses a combination of proprietary and industry
standard security measures to protect clients' assets. Clients are
assigned unique account numbers, user identifications and passwords.
In accordance with standard industry practices, telephone orders
require authentication via personal identification number/password
and/or other personal information. In addition, the Company's trade
processing system is designed to compare the accounts database with
the clearing firm's account information on a daily basis to detect any
discrepancies.
Firewalls and other software limit not only system access to the
authorized users, but also limit the authorized users to specifically
approved applications. This filter-software prevents unauthorized
access to critical areas of the system such as account information.
Furthermore, public access servers, such as e-mail, chat services and
the file transfer protocol, are in a network entirely separate from
the rest of the Company's systems.
The Company has implemented special policies relating to the
transfer or withdrawal of funds by clients to prevent unauthorized
withdrawals. Checks will only be made out in the account holder's name
and wire transfers will only be sent to a bank account in the account
holder's name.
OTHER INTERNET-BASED MARKET DATA SERVICES TO THE INDIVIDUAL
NON-PROFESSIONAL MARKET
AIQ SYSTEMS
AIQ Systems is an industry leader in developing artificial
intelligence (AI) based stock market analysis and charting software for
personal computers. By simulating the reasoning of top market technicians,
AIQ's "Expert Systems" delivers trading signals and valuable market
insight, as well as state-of-the-art technical charting and screening
capabilities. AIQ's customer list consists of thousands of individual and
professional investors worldwide who rely on AIQ's accurate and unique
timing information for their daily trading decisions.
AIQ currently publishes three primary expert systems for market
trading. AIQ MarketExpert or Prochart is an introductory level charting and
analysis package used in conjunction with a professional data feed used by
individual investors, brokers, and institutions worldwide.
AIQ's most popular product is AIQ TradingExpert for Windows. This
advanced analysis package includes market timing, stock timing, and
industry group analysis capabilities. TradingExpert retails for $995. AIQ
offers investors the design and testing tools required to uncover
profitable trading systems when combined with myTrack's delayed and
real-time quotes and news and Dial/Data's historical and end-of-day data.
In addition, the 32-bit TradingExpert Pro contains state-of-the-art
charting, industry group analysis, market timing, reports and screening,
and portfolio management. AIQ offers this package for monthly fees starting
at $59 for delayed quotes and $79 plus exchange fees for real-time quotes.
AIQ waives the purchase price for users who sign up for one of these
monthly packages.
AIQ's OptionExpert is an option data and evaluation system that uses
the Internet to deliver real-time option chains, data and analysis.
OptionExpert is offered in conjunction with myTrack's Internet-based online
trading and market data system. OptionExpert delivers the tools necessary
to identify, analyze, and track potentially profitable options strategies.
OptionExpert can be used as a stand-alone program, or combined with AIQ's
award winning TradingExpert. AIQ is offering OptionExpert bundled with
myTrack for monthly fees starting at $59 plus exchange fees for real-time
data. Separately, OptionExpert is $39 per month. All packages include
unlimited historical data and news.
AIQ also develops a full line of add-on modules for fundamental
analysis, news retrieval, and data correlation. In addition, AIQ offers
educational services including: the Opening Bell Monthly educational
newsletter, educational seminars and workshops, and a full line of
educational videotapes.
DIAL/DATA SERVICE
Dial/Data is an Internet-based service that provides historical and
end-of-day pricing data for U.S., Canadian and European exchange-traded
equities and related instruments, futures, equity options, futures options,
mutual funds, bonds, government issues, money markets and indexes. In
addition, fundamental data is provided for equity issues such as splits,
dividends, and earnings per share. News headlines and full text stories
from some of the Company's news vendors can also be delivered to Dial/Data
customers. Dial/Data is primarily marketed through independent software
vendors who provide analytical and charting programs for analyzing
financial information. The Company's AIQ division and other independent
software vendors include Dial/Data access as an integral part of the
software that they market. The Company encourages these vendors of charting
software, through the payment of royalties, to make their software
compatible with the Company's Dial/Data market information, and to advise
customers by inserts and other means that they may select Dial/Data as
their source of market information by contacting Dial/Data and entering
into a month to month subscription agreement. A customer who has
subscribed to Dial/Data accesses the service directly using the vendor's
software program through modems on their PC's and is billed for the
Dial/Data service directly by the Company. Access to the Company's database
is provided by using the Internet. Although the software can operate on
real-time information, customers primarily apply their charting techniques
to historical information and there is substantially less emphasis on
up-to-the-minute information for this service than there is for other
services provided by the Company.
Pricing: Customers who subscribe to Dial/Data pay a flat monthly rate
that ranges from $15 to $85, depending on the type of data received.
Customers pay for their services primarily by permitting the Company to
charge their credit cards. Customers may terminate Dial/Data services at
any time.
MARKETING
The Company markets myTrack by targeting active traders through
advertisements. The Company's marketing efforts have included
advertisements in financial and various other publications that have a
demographic similar to myTrack's target market. The Company also promotes
myTrack through Internet web site and banner advertisements. The Company
significantly curtailed its expenditures for advertising in 2002 and
expects that it will not spend any significant amounts on advertising in
2003.
AIQ Systems markets its software products through direct mail, the
Internet, print advertising and seminars.
The marketing effort for the Dial/Data service is directed towards the
software vendors who offer analytic programs for the individual investor.
By agreeing to provide royalties to these vendors, the Company seeks to
encourage these vendors to make their programs compatible with the
Company's databases, and to encourage customers to select the Company's
databases in preference to databases made available by others.
COMPETITION
The Company's myTrack online trading service competes with services
offered by online brokers, many of which have substantially greater
resources. The Company faces direct competition from other discount
brokerage firms, many of which provide touch-tone telephone and online
brokerage services but do not maintain significant branch networks. The
Company also encounters competition from established full commission
brokerage firms. In addition, the Company competes with financial
institutions, mutual fund sponsors and other organizations, some of which
provide (or may in the future provide) electronic and other discount
brokerage services.
The Company believes its competition consists of large and small
brokerage firms, utilizing the Internet to transact retail brokerage
business. Among these competitors are E*Trade Group, Inc., Charles Schwab &
Co., Inc., TD Waterhouse, Inc. and Ameritrade, Inc. The Company also faces
competition for customers from full-commission brokerage firms, including
Morgan Stanley Dean Witter & Co., Merrill Lynch and Salomon Smith Barney,
as well as financial institutions and mutual funds.
myTrack's market data service competes with many providers of
financial information over the Internet. It competes on quality and
reliability, as well as speed and price. Principal competitors to myTrack
are e-Signal, DTN, PC Quote, AT Financial, as well as many other Internet
providers of financial information.
Competitors to the Dial/Data service include Interactive Data Corp.,
The Dow Jones Retrieval Service, Compuserve, Telescan and Commodity
Systems, Inc. The Company competes in this market based on price, the
quality and reliability of its data, the extent and breadth of historical
information, ease of access and the negotiation of agreements with vendors
that provide royalty arrangements they find attractive. Some of the
Company's competitors provide both software and data services. The Company
competes with such full service providers by attempting to enter into
agreements with vendors of superior software.
Competitors of AIQ include Equis International (MetaStock), Omega
Research (SuperCharts), Windows on Wall Street, and many others. Generally,
these competitors' products can be classified as "charting" packages. They
concentrate their resources on general charting (graphical) and stock
market back-testing capabilities, rather than the pre-programmed market
analysis offered by the AIQ products. AIQ's TradingExpert Pro competes with
Omega's TradeStation and MetaStock Professional.
C. MATTERS RELATED TO BOTH SEGMENTS
SECURITIES REGULATION
Track Data Securities Corp. ("TDSC") is a broker-dealer registered
with the SEC and NASD and is licensed as a broker-dealer in 50 states.
The securities industry in the United States is subject to extensive
regulation under federal and state laws. In addition, the SEC, NASD, other
self regulatory organizations, such as the various stock exchanges, and
other regulatory bodies, such as state securities commissions, require
strict compliance with their rules and regulations. As a matter of public
policy, regulatory bodies are charged with safeguarding the integrity of
the securities and other financial markets and with protecting the
interests of clients participating in those markets, and not with
protecting the interests of the Company's stockholders.
Broker-dealers are subject to regulations covering all aspects of the
securities business, including sales methods, trade practices among
broker-dealers, use and safekeeping of clients' funds and securities,
capital structure, record keeping and the conduct of directors, officers
and employees. Because of the number of complaints by online traders, the
SEC, NASD and other regulatory organizations may adopt more stringent
regulations for online firms and their practices. If the Company fails to
comply with any laws, rules or regulations, the Company could be censured,
fined, or issued a cease-and-desist order, or TDSC and/or its officers and
employees could be suspended or expelled.
NET CAPITAL REQUIREMENTS
The SEC, NASD, and various other regulatory agencies have stringent
rules requiring the maintenance of specific levels of net capital by
securities brokers. These include the SEC's uniform net capital rule, which
governs TDSC. Net capital is defined as assets minus liabilities, plus
other allowable credits and qualifying subordinated borrowings less
mandatory deductions that result from excluding assets that are not readily
convertible into cash and from valuing other assets, such as a firm's
positions in securities, conservatively. Among these deductions are
adjustments in the market value of securities to reflect the possibility of
a market decline prior to disposition.
As of December 31, 2002, TDSC was required to maintain minimum net
capital, in accordance with SEC rules, of approximately $1 million and had
total net capital of $1,904,000, or approximately $904,000 in excess of
minimum net capital requirements.
If TDSC fails to maintain the required net capital, TDSC may be
subject to suspension or revocation of registration by the SEC and
suspension or expulsion by the NASD and other regulatory bodies, which
ultimately could require TDSC's liquidation. In addition, a change in the
net capital rules, the imposition of new rules, a specific operating loss,
or any unusually large charge against net capital could limit those
operations of TDSC that require the intensive use of capital and could
limit its ability to expand its business.
LIMITED PROPRIETARY INFORMATION
The Company relies on a combination of copyright, trademark and trade
secret laws and non-disclosure agreements to protect its proprietary
technologies, ideas, know-how and other proprietary information. The
Company holds a United States trademark registration for the myTrack name.
The Company has no patents or registered copyrights. Third parties may copy
or otherwise obtain and use the Company's proprietary technologies, ideas,
know-how and other proprietary information without authorization or
independently develop technologies similar or superior to its technologies.
Policing unauthorized use of its technologies and other intellectual
property is difficult, particularly because the global nature of the
Internet makes it difficult to control the ultimate destination or security
of software or other data transmitted.
The financial information provided by the Company for its MarkeTrack,
myTrack, proTrack, myTrack Pro, Dial/Data and NewsWatch services can be
purchased from third-party sources and is not proprietary. The Company
maintains proprietary economic and historical financial databases. The
Company protects its proprietary information with standard secrecy
agreements.
MarkeTrack, NewsWatch, MarkeTrack Web, myTrack, myTrack Pro, proTrack
and Dial/Data are registered service marks owned by the Company. AIQ has
registered trademarks for StockExpert, MarketExpert, OptionExpert and
TradingExpert, as well as Opening Bell for its newsletter.
RESEARCH AND DEVELOPMENT
Expenditures for research and development incurred primarily to
establish technological feasibility of a product or for product enhancement
were $315,000, $307,000 and $324,000 for the years ended December 31, 2002,
2001 and 2000, respectively.
EMPLOYEES
The Company employed approximately 200 persons on a full-time basis as
of December 31, 2002. The Company believes that its relationship with its
employees is satisfactory.
ITEM 2. PROPERTIES
The Company's executive offices are located at 95 Rockwell Place, Brooklyn,
NY. These offices are leased from a family partnership controlled by the
Company's Chairman. The annual rental of approximately 36,000 square feet is
approximately $540,000. The lease expires in April, 2003. The Company believes
that the terms of this lease are at least as favorable to it as terms which it
would have obtained in a comparable transaction with unaffiliated persons.
The Company leased its New York, NY property comprising 16,800 square feet
from an unaffiliated third party through March 2003 with base rent of $260,000
per annum. In April, 2003 this office will be moved to the Company's Brooklyn,
NY facility.
The Company maintains sales and/or service offices in Brooklyn, NY,
Chicago, IL, Los Angeles, CA, San Francisco, CA, Boston, MA, Incline Village,
NV, Philadelphia, PA, Boca Raton, FL, and Dallas, TX with aggregate annual
rentals of $595,000. These leases expire at various dates through 2007. The
Company also maintains a full service office in London, England under a lease
for annual rentals of $161,000 expiring in 2004.
The Company's facilities are fully utilized and are suitable and adequate
for their purpose.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims that arise in
the ordinary course of its business. In the opinion of management, the amount
of ultimate liability with respect to these actions will not materially affect
the Company's financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting on August 13, 2002. The results of
matters voted at that Meeting were reported in Part II, Item 4 of the Company's
Form 10-Q for the period ended September 30, 2002.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is quoted on the Nasdaq National Market System
under the symbol "TRAC." On February 28, 2003, there were 268 stockholders of
record of the Company's Common Stock based on information provided by the
Company's transfer agent. Virtually all of the Company's publicly held shares
are held in "street name" and the Company believes the actual number of
beneficial holders of its Common Stock to be approximately 14,000.
Listing
The Company's common stock is listed on Nasdaq's National Market System.
The Company has received a delisting notice from Nasdaq because it has not
maintained a closing bid price of at least $1.00 that is required for continued
listing. The continued listing of the Company's shares on the National Market
System depends on a possible deferral of the minimum bid price requirement that
is now being considered by the SEC and Nasdaq. Any deferral that is adopted by
the SEC and Nasdaq is expected not to extend beyond September 8, 2003, and may
terminate before then. Should the Company's shares be delisted from the
National Market System, the Company expects that, subject to certain conditions,
its shares may be listed on the Nasdaq SmallCap Market until September 8, 2004
whether or not the Company's shares meet the minimum bid price requirement.
The following table sets forth the high and low sales prices for the
Company's Common Stock as reported on Nasdaq NMS.
COMMON STOCK
------------
SALE PRICE
------------
HIGH LOW
2001
----
First Quarter $1.25 $ .69
Second Quarter 1.97 .76
Third Quarter 1.93 1.01
Fourth Quarter 1.60 1.07
2002
----
First Quarter $2.90 $1.42
Second Quarter 1.50 1.01
Third Quarter 1.15 .26
Fourth Quarter .82 .26
Dividends
The Company has never paid cash dividends on its Common Stock and does not
anticipate that it will do so in the foreseeable future. The future payment of
dividends, if any, on the Common Stock is within the discretion of the Board of
Directors and will depend on the Company's earnings, its capital requirements,
financial condition, and other relevant factors.
ITEM 6. SELECTED FINANCIAL DATA
YEAR ENDED DECEMBER 31, 2002 2001 2000 1999 1998
(in thousands, except per share data)
SERVICE FEES AND REVENUE $57,188 $62,217 $58,767 $46,620 $46,473
------- ------- ------- ------- -------
COSTS AND EXPENSES:
Direct operating costs 31,309 29,539 31,484 26,989 26,466
Selling and administrative expenses 19,307 19,560 21,564 19,290 18,147
Marketing and advertising 659 1,243 5,472 5,684 1,302
Write off of investment in private companies 716 - 254 - -
Gain on sale of Internet domain name - (1,000) - - -
Gain on marketable securities (569) (1,800) (783) - -
Gain on sale of investment in affiliate - (949) (900) - -
Other income - - - (350) -
Interest expense (income) - net 657 (58) 288 270 508
------- ------- ------- ------- -------
Total 52,079 46,535 57,379 51,883 46,423
------- ------- ------- ------- -------
INCOME (LOSS) BEFORE EQUITY IN
NET INCOME OF AFFILIATE
AND INCOME TAXES 5,109 15,682 1,388 (5,263) 50
EQUITY IN NET INCOME OF AFFILIATE - 276 718 275 326
------- ------- ------- ------- -------
INCOME (LOSS) BEFORE INCOME TAXES 5,109 15,958 2,106 (4,988) 376
INCOME TAXES 2,118 4,880 47 60 158
------- ------- ------- ------- -------
NET INCOME (LOSS) $ 2,991 $11,078 $ 2,059 $(5,048) $ 218
======= ======= ======= ======= =======
BASIC AND DILUTED NET
INCOME (LOSS) PER SHARE $.06 $.19 $.03 $(.08) $.00
==== ==== ==== ===== ====
WEIGHTED AVERAGE SHARES OUTSTANDING 52,627 59,593 63,660 61,229 58,224
======= ======= ======= ======= =======
ADJUSTED DILUTIVE SHARES OUTSTANDING 52,900 59,874 64,056 61,229 58,224
======= ======= ======= ======= =======
DECEMBER 31, 2002 2001 2000 1999 1998
(In thousands)
TOTAL ASSETS $46,416 $76,920 $24,479 $25,056 $18,591
TOTAL LIABILITIES 26,809 53,759 7,747 10,060 9,979
STOCKHOLDERS' EQUITY 19,607 23,161 16,732 14,996 8,612
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
BUSINESS
Track Data Corporation (the "Company") is a financial services company that
owns Track Data Securities Corp. ("TDSC"), a registered securities broker-dealer
and member of the National Association of Securities Dealers, Inc. The Company
provides a proprietary, fully integrated Internet-based online trading and
market data system, proTrack, for the professional institutional traders, and
myTrack, for the individual trader. The Company also operates Track ECN, an
electronic communication network that enables traders to display and match limit
orders for stocks. The Company provides real-time financial market data,
fundamental research, charting and analytical services to institutional and
individual investors through dedicated telecommunication lines and the Internet.
The Company also disseminates news and third-party database information from
more than 100 sources worldwide. The Company's operations are classified in two
business segments: (1) Market data services and trading, including ECN services,
to the institutional professional investment community, and (2) Internet-based
online trading and market data services to the non-professional individual
investor community. The Company also engages in arbitrage trading.
RESULTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2002 AND 2001
Revenues for the years ended December 31, 2002 and 2001 were $57,188,000
and $62,217,000, respectively, a decrease of 8%. The Company's Professional
Market segment had revenues for the years ended December 31, 2002 and 2001 of
$37,675,000 and $35,074,000, respectively, an increase of 7% for this segment.
The Company's Non-Professional Market segment had revenues of $19,513,000 and
$27,143,000, respectively, for the years ended December 31, 2002 and 2001, a
decrease of 28% for this segment. Since August 2001, the Company has experienced
a decline in revenues from its market data services to the Professional Market
segment due principally to a reduction in customers' staffing. Management
expects this trend to continue at least through the first half of 2003,
negatively impacting revenues and profits. The decline in revenues was offset by
an increase in revenues of $9,152,000 from the Company's new Track ECN. The ECN
market has experienced significant changes during the last half of 2002,
including the introduction of Nasdaq's trading platform, SuperMontage. The
Company experienced significantly lower trading volumes because of the
preferencing of trades in SuperMontage to market makers and others that do not
charge access fees, compared to no such preference in Nasdaq's SuperSoes that
was available prior to SuperMontage. To compete more effectively, the Company
reduced its access fee and increased its payments for adding liquidity in
January, 2003. Based on lower pricing and reduced volumes, the Company presently
expects significantly lower revenues and profits from Track ECN in 2003. In
addition, the Company experienced a significant decline in revenues and profits
from its retail trading and market data businesses as individual investors left
the market, curtailed trading or are trading with competitors.
Direct operating costs were $31,309,000 for the year ended December 31,
2002 and $29,539,000 for the similar period in 2001, an increase of 6%. Direct
operating costs as a percentage of revenues were 55% in 2002 and 47% in 2001.
Without giving effect to unallocated depreciation and amortization expense, the
Company's Professional Market segment had $20,197,000 and $14,102,000 of direct
costs for the years ended December 31, 2002 and 2001, respectively. Direct
operating costs as a percentage of revenues for the Professional segment were
54% in 2002 and 40% in 2001. The increased dollars and percentage in 2002 in
the Professional segment is due to costs associated with the Company's new Track
ECN, including commissions to its subscribers and clearing costs, as well as
certain fixed costs that were not reduced commensurate with the reduced revenues
from its market data business. The Company's Non-Professional Market segment
had $9,734,000 and $13,666,000 in direct costs for the years ended December 31,
2002 and 2001, respectively. Direct operating costs as a percentage of revenues
for the Non-Professional segment were 50% in 2002 and 2001. Direct operating
costs include direct payroll, direct telecommunication costs, computer supplies,
depreciation, equipment lease expense and the amortization of software
development costs, costs of clearing, back office payroll and other direct
broker-dealer expenses and, in 2002, ECN customer commissions and clearing.
Selling and administrative expenses were $19,307,000 and $19,560,000 in the
2002 and 2001 periods, respectively, a decrease of 1%. Selling and
administrative expenses as a percentage of revenues was 34% in 2002 and 31% in
2001. Without giving effect to unallocated depreciation and amortization
expense, selling and administrative expenses for the Professional Market segment
were $12,823,000 and $11,204,000 in the 2002 and 2001 periods, respectively, an
increase of 14%. For the Professional Market segment selling and administrative
expenses as a percentage of revenues was 34% in 2002 and 32% in 2001. The
dollar and percentage increase was due to selling and administrative expenses
associated with the increased revenues from the new Track ECN. Selling and
administrative expenses for the Non-Professional segment were $5,722,000 and
$7,995,000 in the 2002 and 2001 periods, respectively, a decrease of 28%. For
the Non-Professional segment selling and administrative expense as a percentage
of revenue was 29% in 2002 and 2001.
Marketing and advertising costs were $659,000 in 2002 and $1,243,000 in
2001. The Professional Market segment spent $324,000 in 2002 and $152,000 in
2001. The increase in 2002 was attributable to marketing related to the
Company's proTrack online trading for professionals. The Non-Professional
segment of the Company incurred marketing costs of $335,000 in 2002 and
$1,091,000 in 2001. Due to a downturn in the market and lower levels of trading
activity by the retail trading sector, the Company decided to spend
significantly less on marketing in 2002 and continues to spend at these
significantly reduced levels in 2003.
The Professional Market segment realized $4,332,000 in income before
unallocated amounts, equity in net income of affiliate and income taxes in 2002
compared to income of $9,616,000 in 2001. The Non-Professional Market segment
realized $3,722,000 in income in 2002 and $4,390,000 in 2001 before unallocated
amounts, equity in net income of affiliate and income taxes.
In 2002, the Company wrote off its investments in two privately held
companies in the aggregate amount of $716,000.
In July, 2001, the Company sold an Internet domain name to a European
entity for $1 million.
In 2002 and 2001, the Company recognized gains of approximately $569,000
and $2,749,000, respectively, on the sale of certain shares of Edgar Online,
Inc. and Innodata Corporation, and from other marketable securities due to its
arbitrage trading strategy. In the fourth quarter of 2001, the Company expanded
its arbitrage trading program to include a greater risk profile trading program.
The greater risk trading program resulted in pre-tax losses of $400,000 in the
fourth quarter of 2001 and $1,400,000 in the first quarter of 2002. The Company
continued its arbitrage trading program but discontinued the greater risk
trading program.
Net interest expense in 2002 was $657,000 compared to net interest income
of $58,000 in 2001. The increase in interest expense in 2002 is due principally
to interest on margin debt in connection with the Company's arbitrage trading
program.
As a result of the above-mentioned factors, the Company realized income
before equity in net income from an affiliate and income taxes of $5,109,000 in
the 2002 period compared to $15,682,000 in 2001.
The equity in net income from an affiliate, Innodata Corporation, was
$276,000 in 2001. The Company no longer accounts for its investment in Innodata
using the equity method.
The Company's effective tax rate was 42% in 2002 and, in 2001, was
approximately 31% due to the utilization of tax loss carryforwards in that year
and the effect of the reversal of a valuation allowance.
The Company realized net income of $2,991,000 in 2002 compared to
$11,078,000 in 2001.
YEARS ENDED DECEMBER 31, 2001 AND 2000
Revenues for the years ended December 31, 2001 and 2000 were $62,217,000
and $58,767,000, respectively, an increase of 6%. The Company's Professional
Market segment had revenues for the years ended December 31, 2001 and 2000 of
$35,074,000 and $32,261,000, respectively, an increase of 9% for this segment.
The increase was due to additional desktop market data services, increased
Newsware news services and a price increase. The Company's Non-Professional
Market segment had revenues of $27,143,000 and $26,506,000, respectively, for
the years ended December 31, 2001 and 2000, an increase of 2% for this segment.
The revenue increase in 2001 is due principally to myTrack's online trading and
market data services. The Company obtained its own broker-dealer license and
its registration in all of the states by August 2000. Prior thereto, trading
revenues include only revenues from the licensing of its trading system, rather
than a full amount of commissions paid by customers.
Direct operating costs were $29,539,000 for the year ended December 31,
2001 and $31,484,000 for the similar period in 2000, a decrease of 6%. Direct
operating costs as a percentage of revenues were 47% in 2001 and 54% in 2000.
Without giving effect to unallocated depreciation and amortization expense, the
Company's Professional Market segment had $14,102,000 and $14,863,000 of direct
costs for the years ended December 31, 2001 and 2000, respectively. Direct
operating costs as a percentage of revenues for the Professional segment were
40% in 2001 and 46% in 2000. The decline in dollars and percent in 2001 is due
to reduced costs of telecommunications and greater sharing of the overhead by
the Non-Professional segment. The Company's Non-Professional Market segment had
$13,666,000 and $14,475,000 in direct costs for the years ended December 31,
2001 and 2000, respectively. Direct operating costs as a percentage of revenues
for the Non-Professional segment were 50% in 2001 and 55% in 2000.
Selling and administrative expenses were $19,560,000 and $21,564,000 in the
2001 and 2000 periods, respectively, a decrease of 9%. Selling and
administrative expenses as a percentage of revenues was 31% in 2001 and 37% in
2000. Without giving effect to unallocated depreciation and amortization
expense, selling and administrative expenses for the Professional Market segment
were $11,204,000 and $12,893,000 in the 2001 and 2000 periods, respectively, a
decrease of 13%. For the Professional Market segment selling and administrative
expenses as a percentage of revenues was 32% in 2001 and 40% in 2000. The
dollar and percentage decrease was due to a reduction in payroll and
telecommunications costs combined with increased revenues. In addition, prior
to August 2000, when the Company received its broker-dealer license, certain
costs were included in selling and administrative expenses and such costs
allocated to each segment were accordingly greater. Certain of these costs are
presently classified as direct operating costs. Selling and administrative
expenses for the Non-Professional segment were $7,995,000 and $8,311,000 in the
2001 and 2000 periods, respectively, a decrease of 4%. For the Non-Professional
segment selling and administrative expense as a percentage of revenue was 29% in
2001 and 31% in 2000. The dollar and percentage decrease in 2001 compared to
2000 was principally due to decreased payroll and related expenses for myTrack's
online trading and market data services combined with increased revenues.
Marketing and advertising costs were $1,243,000 in 2001 and $5,472,000 in
2000. The substantial majority of these costs were incurred by the
Non-Professional segment of the Company which incurred $1,091,000 in 2001 and
$5,361,000 in 2000. Marketing costs in 2000 are net of $666,000 received from
Track Securities under a licensing agreement. These costs were principally
incurred in connection with the Company's myTrack online trading and market data
systems. Due to a downturn in the market and lower levels of trading activity
by the retail trading sector, the Company decided to spend significantly less on
marketing in 2001. The Professional Market segment spent $152,000 in 2001 and
$111,000 in 2000.
The Professional Market segment realized $9,616,000 in income before
unallocated amounts, equity in net income of affiliate and income taxes in 2001
compared to income of $4,395,000 in 2000. The Non-Professional Market segment
realized $4,390,000 in income in 2001 and incurred a loss of $1,642,000 in 2000
before unallocated amounts, equity in net income of affiliate and income taxes.
In July, 2001, the Company sold an Internet domain name to a European
entity for $1 million.
In 2001 and 2000, the Company recognized gains of approximately $2,749,000
and $1,683,000, respectively, on the sale of certain shares of Edgar Online,
Inc. and Innodata Corporation, and from other marketable securities due to its
arbitrage trading strategy. In the fourth quarter of 2001, the Company
expanded its arbitrage trading program to include a greater risk profile trading
program. The greater risk trading program resulted in pre-tax losses of
$400,000 in the fourth quarter of 2001 and $1,400,000 in the first quarter of
2002. The Company is continuing its arbitrage trading program but has
discontinued the greater risk trading program.
As a result of the above-mentioned factors, the Company realized income
before equity in net income from an affiliate of $15,682,000 in the 2001 period
compared to $1,388,000 in 2000.
The equity in net income from an affiliate, Innodata Corporation, was
$276,000 and $718,000 in 2001 and 2000, respectively. The Company had accounted
for its investment in Innodata using the equity method until May 7, 2001 when
the Company's Chairman and its CFO resigned as officers and directors of
Innodata. The Company's investment in Innodata has been accounted for as
available for sale securities since that date.
The Company's effective tax rate in 2001 was approximately 31% due to the
utilization of tax loss carryforwards in that year and the effect of the
reversal of a valuation allowance. Taxes provided in 2000 were minimal as net
operating loss carry forwards were utilized in that year.
The Company realized net income of $11,078,000 in 2001 principally from
increased revenues from online trading and market data services, arbitrage
trading activities, gains on sale of marketable securities and an Internet
domain name, and a significant reduction in expenses, including marketing and
advertising, compared to $2,059,000 in 2000, principally due to significant
expenditures for marketing and advertising of the Company's myTrack service.
LIQUIDITY AND CAPITAL RESOURCES
During the year ended December 31, 2002, cash provided by operating
activities was $5,151,000 compared to $9,778,000 in 2001. The decrease in 2002
was principally due to reduced operating income. Cash flows used in investing
activities in 2002 was $170,000 compared to $1,865,000 provided by investing
activities in 2001 due to proceeds from sales of Innodata and Edgar Online
common stock and the sale of an Internet domain name. Cash flows used in
financing activities, principally for the purchase of treasury stock, was
$5,158,000 in 2002 compared to $12,461,000 in 2001.
The Company has a line of credit with a bank. The line is collateralized
by the assets of the Company and is guaranteed by its Chairman. Interest is
charged at 1.75% above the bank's prime rate and is due on demand. The Company
may borrow up to 80% of eligible market data service receivables and is required
to maintain a compensating balance of 10% of the outstanding loans. At December
31, 2002, the Company had outstanding borrowings under the line of $1,030,000.
The Company believes that its line of credit is sufficient for the Company's
present cash requirements for the next 12 months.
The Company has significant positions in stocks and options and receives
significant proceeds from the sale of trading securities sold but not yet
purchased under the arbitrage trading strategy described in Note C of Notes to
Consolidated Financial Statements. The Company expects that its December 31,
2002 positions will be closed during the first quarter of 2003 and that other
positions with the same strategy will be established. The level of trading
activity is substantially dependent on the value of the shares of Track Data
pledged by its CEO, and Innodata and Edgar Online common stock that is held as
collateral. During the third quarter of 2002, trading was limited due to a
reduction in the market price of each of the securities held as collateral. In
the fourth quarter of 2001, the Company expanded its arbitrage trading program
to include a greater risk profile trading program. The greater risk portion of
the trading program resulted in pre-tax losses of $400,000 in the fourth quarter
of 2001 and $1,400,000 in the first quarter of 2002. The Company continued its
arbitrage trading program but discontinued the greater risk trading program.
Since August 2001, the Company has experienced a decline in revenues and
profits from its Professional Market segment due principally to a reduction in
customers' staffing. This downtrend is continuing in 2003. The decline was
offset by an increase in ECN revenues and profits. See below. In addition, the
Company experienced a significant decline in revenues from its retail trading
business since the fourth quarter of 2001. Retail investors have left the
market, curtailed trading or are trading with competitors.
During the second quarter of 2002, the Company commenced operations of its
Track ECN that enables traders to display and match limit orders for stocks.
Under Nasdaq's new SuperMontage trading system, many liquidity takers were
avoiding the Track ECN due to its high fee of $.007 per share. This resulted in
a significant decline in ECN daily volume. Effective January 1, 2003, new
pricing was instituted that pays subscribers $.0023 per share for adding
liquidity and charges $.0029 for taking liquidity in an effort to regain market
share. This reduces profit margin potential. Based on lower pricing and
reduced volumes, the Company presently expects significantly lower revenues and
profits from Track ECN in 2003.
The Company significantly reduced its advertising costs in 2002 and does
not expect to increase advertising in 2003. During the year ended December 31,
2002, the Company repurchased under its buy back program approximately 3.4
million shares of its common stock for $4 million. The Company authorized an
additional buy back of up to 2 million shares. No major capital expenditures
are anticipated beyond the normal replacement of equipment and additional
equipment to meet customer requirements.
The Company is subject to legal proceedings and claims that arise in the
ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect the
Company's financial position.
The Company conducts business through a clearing broker that settles all
trades for the Company, on a fully disclosed basis, on behalf of its customers.
The Company earns commissions as an introducing broker for the transactions of
its customers. In the normal course of business, the Company's customer
activities involve the execution of various customer securities transactions.
These activities may expose the Company to off-balance-sheet risk in the event
the customer or other broker is unable to fulfill its contracted obligations and
the Company has to purchase or sell the financial instrument underlying the
contract at a loss.
The Company's customer securities activities are transacted on either a
cash or margin basis. In margin transactions, the clearing broker extends
credit to the Company's customers, subject to various regulatory margin
requirements, collateralized by cash and securities in the customers' accounts.
In the event of a decline in the market value of the securities in a margin
account, the Company is required to either obtain additional collateral from the
customer or to sell the customer's position if such collateral is not
forthcoming. The Company is responsible for any losses on such margin loans,
and has agreed to indemnify its clearing broker for losses that the clearing
broker may sustain from the customer accounts introduced by the Company. The
Company's Chairman and CEO has a margin loan of approximately $3.5 million as a
customer of the Company's broker-dealer that is collateralized by 14 million of
the Company's shares owned by him and which is also subject to such indemnity in
the event the clearing broker were to sustain losses.
The Company seeks to control the risks associated with its customer
activities by requiring customers to maintain margin collateral in compliance
with various regulatory and internal guidelines. The Company monitors required
margin levels daily and, pursuant to such guidelines, requires the customer to
deposit additional collateral or to reduce positions when necessary.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
At December 31, 2002, the Company has operating lease obligations
aggregating $2,318,000 pursuant to which payments are due as follows:
$1,153,000 in 2003; $615,000 in 2004; $311,000 in 2005; $188,000 in 2006 and
$51,000 in 2007.
In connection with the Company's broker-dealer operations, certain customer
securities activities are transacted on a margin basis. The Company's clearing
broker extends credit to the Company's customers, subject to various regulatory
margin requirements, collateralized by cash and securities in the customers'
accounts. In the event of a decline in the market value of the securities in a
margin account, the Company is required to either obtain additional collateral
from the customer or to sell the customer's position if such collateral is not
forthcoming. The Company is responsible for any losses on such margin loans,
and has agreed to indemnify its clearing broker for losses that the clearing
broker may sustain from the customer accounts introduced by the Company. The
Company's Chairman and CEO has a margin loan of approximately $3.5 million as a
customer of the Company's broker-dealer that is collateralized by 14 million of
the Company's shares owned by him and which is also subject to such indemnity in
the event the clearing broker were to sustain losses. The Company seeks to
control the risks associated with its customer activities by monitoring required
margin levels daily and, pursuant to such guidelines, requiring the customer to
deposit additional collateral or to reduce positions when necessary.
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and potentially result in materially
different results when different assumptions are utilized. We believe that our
principal critical accounting policies are described below. For a detailed
discussion on the application of these and other accounting policies, see Note A
of Notes to Consolidated Financial Statements.
REVENUE RECOGNITION
During the second quarter of 2002, the Company commenced operations of
its Track ECN that enables traders to display and match limit orders for
stocks. Until December 31, 2002, the Company encouraged broker-dealers and
market makers to become subscribers to its ECN by paying a commission of up
to $5.00 per thousand shares for adding liquidity (limit orders added to
the ECN order book) and charged $7.00 per thousand shares for taking
liquidity (those who execute against an existing bid or offer on the ECN).
The Company met resistance in the payment of its fees by certain
non-subscribers who accessed the Track ECN through Nasdaq's SuperSoes
automated execution system. All methods of collecting its charges are being
pursued, including the filing of arbitration cases against those parties
who refuse to pay for the services. The Company has recognized as revenues
only that portion of its billing that has not been contested by users. The
accounting policy used for revenue recognition for the ECN can and has
resulted in revenues recognized after the period of service. Because we
cannot predict which market participants will ultimately pay our fees, we
do not recognize revenues until there is a reasonable certainty of both
collection and amount. As a result, if a collection is made in a later
period from a market participant from which the Company expected no
collection, the revenue would be recognized in that later period. This
occurred in the fourth quarter of 2002, when revenues of $2,168,000 were
recognized in that quarter for services provided in the second and third
quarters.
Commencing January 1, 2003, the Company changed its pricing model to
charge a significantly lower fee of $2.90 per thousand shares from the
previous fee of $7.00 per thousand shares. This has allowed collection from
many market participants who previously refused to pay. Further, the
Company operates within Nasdaq's SuperMontage system on a basis that allows
it to reject orders received from market participants that do not pay for
services. Accordingly, the revenue recognition with respect to transactions
after January 1, 2003 is changed to recognizing revenue as services are
performed.
MARKETABLE SECURITIES
The Company classifies its investments in Innodata and Edgar Online as
available for sale securities. The Company carries these investments at
fair value, based on quoted market prices, and unrealized gains and losses,
net of taxes, are included in accumulated other comprehensive income, which
is reflected as a separate component of stockholders' equity. Realized
gains and losses are recognized in the consolidated statement of income
when realized. The Company reviews these holdings on a regular basis to
evaluate whether or not each security has experienced an
other-than-temporary decline in fair value. If the Company believes that an
other-than-temporary decline exists in the marketable securities, the
equity investments are written down to market value and an investment loss
is recorded in the consolidated statement of income.
LONG-LIVED ASSETS
In assessing the recoverability of the Company's goodwill and other
intangibles, the Company must make assumptions regarding estimated future
discounted cash flows to be generated by the assets to determine the fair
value of the respective assets. If these estimated cash flows and related
assumptions change in the future, the Company may be required to record an
impairment charge in the consolidated statement of income.
INFLATION AND SEASONALITY
To date, inflation has not had a significant impact on the Company's
operations. The Company's revenues are not affected by seasonality.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to interest rate change market risk with respect to
its credit facility with a financial institution, which is priced based on the
prime rate of interest. At December 31, 2002, $1,030,000 was outstanding under
the credit facility. Changes in the prime interest rate during fiscal 2003 will
have a positive or negative effect on the Company's interest expense. Such
exposure will increase should the Company maintain higher levels of borrowing
during 2003.
The Company has significant positions in stocks and options and
receives significant proceeds from the sale of trading securities sold but not
yet purchased under the arbitrage trading strategy described in Note C of Notes
to Consolidated Financial Statements. The Company's arbitrage trading strategy
is to fully cover its open positions during each month with covering option
positions that expire in succeeding months. The Company expects that its
December 31, 2002 positions will be closed during the first quarter of 2003 and
that other positions with the same strategy will be established. In the fourth
quarter of 2001, the Company expanded its arbitrage trading program to include a
greater risk profile trading program. The greater risk portion of the trading
program incurred pre-tax losses of $400,000 in the fourth quarter of 2001 and
$1,400,000 in the first quarter of 2002. The Company continued its arbitrage
trading program but discontinued the greater risk trading program. In
connection with the arbitrage trading program, the Company incurs margin loans.
The Company is exposed to interest rate change market risk with respect to these
margin loans. Such exposure will increase should the Company maintain higher
levels of borrowing during 2003. The level of trading in the arbitrage trading
account is dependent on the value of Track Data common stock pledged by its CEO,
and Innodata and Edgar Online common stock which is used as collateral. The
price of these stocks declined during 2002.
The Company has investments in Innodata and Edgar Online, both publicly
traded companies listed on Nasdaq. The market value of such securities is
dependent on future market conditions for these companies over which the Company
has little or no control.
ITEM 8. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
PAGE
TRACK DATA CORPORATION AND SUBSIDIARIES
Report of Independent Certified Public Accountants II-12
Consolidated Balance Sheets as of December 31, 2002 and 2001 II-13
Consolidated Statements of Income for the three years ended
December 31, 2002, 2001 and 2000 II-14
Consolidated Statements of Stockholders' Equity and Comprehensive
Income for the three years ended December 31, 2002, 2001 and 2000 II-15
Consolidated Statements of Cash Flows for the three years ended
December 31, 2002, 2001 and 2000 II-16
Notes to Consolidated Financial Statements II-17-30
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
Track Data Corporation
We have audited the accompanying consolidated balance sheets of Track Data
Corporation and subsidiaries (the "Company") as of December 31, 2002 and 2001,
and the related consolidated statements of income, stockholders' equity and
comprehensive income, and cash flows for each of the three years in the period
ended December 31, 2002. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Track Data
Corporation and subsidiaries as of December 31, 2002 and 2001, and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended December 31, 2002 in conformity with
accounting principles generally accepted in the United States of America.
/S/ Grant Thornton LLP
New York, New York
February 28, 2003
TRACK DATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
(in thousands, except number of common shares)
2002 2001
------ ------
ASSETS
CASH AND EQUIVALENTS $ 5,491 $ 5,687
ACCOUNTS RECEIVABLE - net of allowance for doubtful
accounts of $159 in 2002 and 2001 3,861 1,813
DUE FROM CLEARING BROKER 324 735
DUE FROM BROKER 20,111 14,813
MARKETABLE SECURITIES 11,021 45,623
FIXED ASSETS - at cost (net of accumulated depreciation) 2,846 4,583
EXCESS OF COST OVER NET ASSETS ACQUIRED 1,900 1,920
OTHER ASSETS 862 1,746
------- -------
TOTAL $46,416 $76,920
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued expenses $ 4,338 $ 3,099
Note payable - bank 1,030 1,865
Notes payable - other 870 918
Trading securities sold but not yet purchased 19,725 46,409
Capital lease obligations 83 480
Net deferred income tax liabilities 295 805
Other liabilities, including income taxes 468 183
------- -------
Total liabilities 26,809 53,759
------- -------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock - $.01 par value; 300,000,000 shares
authorized; issued and outstanding - 50,912,475
shares in 2002 and 54,739,695 shares in 2001 509 547
Additional paid-in capital 15,019 18,585
Accumulated other comprehensive income 735 3,676
Retained earnings 3,344 353
------- -------
Total stockholders' equity 19,607 23,161
------- -------
TOTAL $46,416 $76,920
======= =======
See notes to consolidated financial statements.
TRACK DATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(in thousands, except earnings per share)
2002 2001 2000
------- ------- -------
SERVICE FEES AND REVENUE $57,188 $62,217 $58,767
------- ------- -------
COSTS AND EXPENSES:
Direct operating costs 31,309 29,539 31,484
Selling and administrative expenses 19,307 19,560 21,564
Marketing and advertising 659 1,243 5,472
Gain on marketable securities (569) (1,800) (783)
Gain on sales of investment in affiliate - (949) (900)
Write off of investment in private companies 716 - 254
Gain on sale of Internet domain name - (1,000) -
Interest income (300) (680) (247)
Interest expense 957 622 535
------- ------- -------
Total 52,079 46,535 57,379
------- ------- -------
INCOME BEFORE EQUITY IN NET INCOME OF
AFFILIATE AND INCOME TAXES 5,109 15,682 1,388
EQUITY IN NET INCOME OF AFFILIATE - 276 718
------- ------- -------
INCOME BEFORE INCOME TAXES 5,109 15,958 2,106
INCOME TAXES 2,118 4,880 47
------- ------- -------
NET INCOME $ 2,991 $11,078 $ 2,059
======= ======= =======
BASIC AND DILUTED NET INCOME PER SHARE $.06 $.19 $.03
==== ==== ====
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 52,627 59,593 63,660
======= ======= =======
ADJUSTED DILUTIVE SHARES OUTSTANDING 52,900 59,874 64,056
======= ======= =======
See notes to consolidated financial statements.
TRACK DATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(in thousands)
ACCUMULATED
ADDITIONAL OTHER RETAINED COMPRE-
COMMON PAID-IN COMPREHENSIVE EARNINGS HENSIVE
STOCK CAPITAL INCOME (DEFICIT) INCOME
------ ---------- ------------- --------- --------
BALANCE,
JANUARY 1, 2000 $631 $24,945 $2,205 $(12,784)
Net income 2,059 $ 2,059
Issuance of common
stock in exchange
for investment in
private companies 3 466
Sale of common stock 10 1,240
Stock options
and warrants exercised 6 1,209
Purchase and retirement
of treasury stock (5) (704)
Reversal of tax
effect of stock
options exercised (1,020)
Reclassification
adjustment for gain
on marketable
securities - net
of taxes (434)
Unrealized loss
on marketable
securities -
net of taxes (1,529) (1,529)
------
Comprehensive income $ 96
--- ------ ------ ------- =======
BALANCE,
DECEMBER 31, 2000 645 26,136 676 (10,725)
Net income 11,078 $11,078
Stock options
and warrants
exercised 1 124
Purchase and
retirement of
treasury stock (99) (12,993)
Tax effect of
stock options
exercised 5,318
Unrealized gain
on marketable
securities -
net of taxes 3,000 3,000
-------
Comprehensive income $14,078
--- ------ ------ ------- =======
BALANCE,
DECEMBER 31, 2001 547 18,585 3,676 353
Net income 2,991 $ 2,991
Stock options
and warrants
exercised 2 203
Purchase and
retirement of
treasury stock (33) (4,003)
Contribution of
stock by Chairman (7) 7
Tax effect of stock
options exercised 227
Reclassification
adjustment for gain
on marketable
securities - net
of taxes (88) (88)
Unrealized loss
on marketable
securities -
net of taxes (2,853) (2,853)
---------
Comprehensive income $ 50
--- ------ ------ ------- =======
BALANCE,
DECEMBER 31, 2002 $509 $15,019 $ 735 $ 3,344
==== ======= ======== =======
See notes to consolidated financial statements.
TRACK DATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(in thousands)
2002 2001 2000
--------- --------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,991 $ 11,078 $ 2,059
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,792 2,726 3,099
Equity in net income of affiliate - (276) (718)
Deferred taxes 1,513 1,056 -
Tax effect of stock options exercised 164 3,464 -
Gain on sale of Internet domain name - (1,000) -
Write off of investment in private companies 716 - 254
Write off of fixed assets 349 - -
Gain on sale of Innodata and Edgar
Online common stock (124) (949) (1,650)
Other - - (46)
Changes in operating assets and liabilities:
Accounts receivable and due from
clearing broker (1,637) (29) (322)
Due from broker (5,301) (8,285) -
Marketable securities 29,642 (33,488) -
Other assets 113 458 (102)
Accounts payable and accrued expenses 1,502 (240) (1,015)
Securities sold, but not yet purchased (26,684) 35,311 -
Other liabilities 115 (48) 78
-------- -------- ------
Net cash provided by
operating activities 5,151 9,778 1,637
-------- -------- ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets (351) (853) (1,024)
Proceeds from sales of fixed assets - - 64
Proceeds from (payments to) others - 30 (12)
Proceeds from sale of Internet domain name - 1,000 -
Proceeds from sale of Innodata and Edgar
Online common stock 181 1,688 1,837
Other investments - - (53)
-------- -------- -------
Net cash (used in) provided by
investing activities (170) 1,865 812
-------- -------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments under capital lease obligations (397) (859) (1,427)
Net (payments) proceeds on note payable - bank (835) 1,296 (1,966)
Net (payments) proceeds from notes payable - other (48) 81 74
Net payments on loans from employee savings program (60) (4) (165)
Proceeds from issuance of common stock - - 1,250
Proceeds from exercise of stock options and warrants 215 117 1,336
Purchase of treasury stock (4,033) (13,092) (710)
-------- -------- -------
Net cash used in financing activities (5,158) (12,461) (1,608)
-------- -------- -------
EFFECT OF EXCHANGE RATE DIFFERENCES ON CASH (19) (1) (1)
-------- -------- -------
NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS (196) (819) 840
CASH AND EQUIVALENTS, BEGINNING OF YEAR 5,687 6,506 5,666
-------- -------- -------
CASH AND EQUIVALENTS, END OF YEAR $ 5,491 $ 5,687 $ 6,506
======== ======== =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for: Interest $ 1,156 $ 539 $ 456
Income taxes 45 386 44
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Equipment acquisitions financed by capital leases $ 123 $ 635
Exercise of stock options 10 2
Issuance of common stock for investment
in private companies 470
See notes to consolidated financial statements.
TRACK DATA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
A. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION--Track Data Corporation (the
"Company") is a financial services company that owns Track Data Securities Corp.
("TDSC"), a registered securities broker-dealer and member of the National
Association of Securities Dealers, Inc. The Company provides a proprietary,
fully integrated Internet-based online trading and market data system, proTrack,
for the professional institutional traders, and myTrack, for the individual
trader. In 2002, the Company commenced operating the Track ECN, an electronic
communication network that enables traders to display and match limit orders for
stocks. The Company provides real-time financial market data, fundamental
research, charting and analytical services to institutional and individual
investors through dedicated telecommunication lines and the Internet. The
Company also disseminates news and third-party database information from more
than 100 sources worldwide. The Company's operations are classified in two
business segments: (1) Market data services and trading, including ECN
services, to the institutional professional investment community, and (2)
Internet-based online trading and market data services to the non-professional
individual investor community. The Company also engages in arbitrage trading.
See Note C.
Certain reclassifications of prior year amounts were made to conform to the 2002
presentation.
PRINCIPLES OF CONSOLIDATION--The consolidated financial statements of the
Company include its subsidiaries, all of which are wholly owned. All significant
intercompany transactions and accounts have been eliminated in consolidation.
CASH AND CASH EQUIVALENTS--For financial statement purposes (including cash
flows), the Company considers all highly liquid debt instruments purchased with
an original maturity of three months or less and money market funds to be cash
equivalents.
MARKETABLE SECURITIES--The Company accounts for securities owned in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting
for Certain Investments in Debt and Equity Securities." SFAS 115 requires
investments in debt and equity securities to be classified as either "held to
maturity," "trading," or "available for sale." The accounting treatment for
unrealized gains and losses on those securities is then determined by the
classification chosen. Trading securities transactions are recorded on a
trade-date basis. Securities are valued at quoted market value. The resulting
difference between cost and market (or fair value) is included in trading gains
or losses, net. Securities sold, but not yet purchased, consist of trading
securities at market values. The difference between the proceeds received from
securities sold short and the current market value is included in trading gains
or losses, net. Securities available for sale are carried at fair value, with
unrealized gains and losses, net of deferred taxes, reported as a separate
component of stockholders' equity, and realized gains and losses, determined on
a specific identification basis, are included in earnings.
DUE FROM BROKER--All cash, securities owned and securities sold, but not yet
purchased reflected in the balance sheet are positions carried by and amounts
due from broker.
FIXED ASSETS--Fixed assets are depreciated on a straight-line basis over their
estimated useful lives which are as follows: equipment - 3-10 years; furniture
and fixtures - 10 years; and transportation equipment - 4 years. Leasehold
improvements are amortized on a straight-line basis over the respective lease
term or estimated useful life, whichever is less.
SOFTWARE AND DATABASE COSTS--Certain costs of internally developed software are
capitalized and are amortized at the greater of the ratio that current gross
revenues bear to the total of current and anticipated future gross revenues or
the straight-line method, generally five years. Other software costs are
amortized on a straight-line basis over their estimated useful lives, generally
five years. Costs incurred for internal use software in the preliminary project
stage and for application maintenance are expensed. Costs incurred for
application development are capitalized. Most costs are incurred for upgrades
and enhancements that are constantly upgraded and changed with useful lives of
less than one year. Accordingly, these costs are expensed as incurred. No
development costs have been capitalized during the three years ended December
31, 2002. Database costs are amortized on a straight-line basis over their
estimated useful lives of ten years. Management assesses the recoverability of
its software development and database costs based principally upon a comparison
of the carrying value of the asset to the undiscounted expected future cash
flows to be generated by the asset, plus estimated salvage value less any
applicable costs. If management concludes that the asset is impaired, its
carrying value is adjusted to its fair value.
INVESTMENT IN AFFILIATE--Until May 7, 2001, when the Company's Chairman and CFO
resigned as officers and directors of Innodata Corporation ("Innodata"), a
publicly traded company, the Company accounted for its investment in Innodata
using the equity method under which the Company's share of the affiliate's
earnings was included in its results of operations. Innodata is a global
outsourcing provider of Internet and online digital content services. The
Company accounts for Innodata as available for sale marketable securities.
LONG-LIVED ASSETS--In June 2001, the Financial Accounting Standards Board
("FASB") approved the issuance of SFAS 141, "Business Combinations" and SFAS
142, "Goodwill and Other Intangible Assets." The new standards require that all
business combinations initiated after June 30, 2001 must be accounted for under
the purchase method. In addition, all intangible assets acquired that are
obtained through contractual or legal right, or are capable of being separately
sold, transferred, licensed, rented or exchanged shall be recognized as an asset
apart from goodwill. Goodwill and intangibles with indefinite lives will no
longer be subject to amortization, but will be subject to at least an annual
assessment for impairment by applying a fair value based test. The excess of the
purchase price of acquired businesses over the fair value of net assets
("goodwill") on the dates of acquisition amounts to $1,900,000, net of
accumulated amortization of $2,494,000 as of December 31, 2002. The goodwill was
being amortized on the straight-line basis over ten to fifteen years until
December 31, 2001. Thereafter, annual amortization expense of $414,000 has not
been recognized in accordance with SFAS 142. Net income for the years ended
December 31, 2001 and 2000 is set forth below as if accounting for goodwill had
been accounted for in the same manner for all periods presented.
Reconciliation of net income (in thousands):
YEAR ENDED DECEMBER 31,
2001 2000
Net income, as reported $11,078 $2,059
Addback goodwill amortization, net of taxes 287 405
------- ------
Adjusted net income $11,365 $2,464
======= ======
Net income per share, basic and diluted, as reported $.19 $.03
==== ====
Net income per share, basic and diluted, as adjusted $.19 $.04
==== ====
In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS 144 clarifies accounting and reporting for
assets held for sale, scheduled for abandonment or other disposal, and
recognition of impairment loss related to the carrying value of long-lived
assets. The provisions were adopted effective January 1, 2002; there was no
impact from the adoption of this statement.
Historically, management has assessed the recoverability of the remaining
unamortized costs based principally upon a comparison of the carrying value of
the asset to the undiscounted expected future cash flows to be generated by the
asset. To date, the Company has not provided an impairment charge.
FOREIGN CURRENCY TRANSLATION--The Company has several divisions which operate in
foreign countries for which the functional currency is not U.S. dollars. Balance
sheet accounts are translated at the exchange rates in effect at December 31,
2002 and 2001, and the income statement accounts are translated at the weighted
average rates prevailing during the years ended December 31, 2002, 2001 and
2000. Unrealized foreign exchange gains and losses resulting from this
translation are insignificant.
REVENUE RECOGNITION--The Company recognizes revenue from market data services as
services are performed. Billings in advance of services provided are recorded as
unearned revenues. All other revenues collected in advance of services are
deferred until services are rendered. The Company earns commissions as an
introducing broker and for licensing its trading system for the transactions of
its customers. Commissions and related clearing expenses are recorded on a
trade-date basis as securities transactions occur.
Track ECN bills third party market participants for taking liquidity from its
order book. The Company has met resistance in the payment of its fees by certain
non-subscribers who access Track ECN through Nasdaq's trading system. As a
result, the Company recognizes revenues only on that portion of its billings not
contested by users. Until December 31, 2002, the Company encouraged
broker-dealers and market makers to become subscribers to its ECN by paying a
commission of up to $5.00 per thousand shares for adding liquidity (limit orders
added to the ECN order book). The Company paid subscribers $2.00 of the $5.00
per thousand shares each month and agreed to pay the remainder only out of the
Company's collections of charges to subscribers and non-subscribers who took
liquidity that month. To date, no additional payments were made as the Company
met resistance in the payment of its fees by certain non-subscribers. All
methods of collecting its charges are being pursued, including the filing of
arbitration cases.
Commencing January 1, 2003, the Company changed its pricing model to charge a
significantly lower fee of $2.90 per thousand shares from the previous fee of
$7.00 per thousand shares. This has allowed collection from many market
participants who previously refused to pay. Further, the Company operates within
Nasdaq's SuperMontage system on a basis that allows it to reject orders received
from market participants that do not pay for services. Accordingly, the revenue
recognition with respect to transactions after January 1, 2003 is changed to
recognizing revenue as services are performed.
INCOME TAXES--Deferred income tax assets and liabilities are computed annually
for differences between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future.
Such deferred income tax asset and liability computations are based on enacted
tax laws and rates applicable to periods in which the differences are expected
to affect taxable income. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized and are
adjusted when conditions indicate that deferred assets will be realized. Income
tax expense (benefit) is the tax payable or refundable for the period plus or
minus the change during the period in deferred tax assets and liabilities.
RESEARCH AND DEVELOPMENT--The Company charges all costs incurred to establish
the technological feasibility of a product or product enhancement to research
and development expense. Research and development expenses were $315,000,
$307,000 and $324,000 for the years ended December 31, 2002, 2001 and 2000,
respectively.
MARKETING AND ADVERTISING--Marketing and advertising costs are charged to
expense when incurred. Marketing and advertising costs were $659,000,
$1,243,000 and $5,472,000 for the years ended December 31, 2002, 2001 and 2000,
respectively.
SEGMENT REPORTING--The Company uses the "management approach" as defined by SFAS
131, "Disclosures about Segments of Enterprise and Related Information" for its
segment reporting. The management approach designates the internal organization
that is used by management for making operating decisions and assessing
performance as the disclosures about products and services, geographic areas,
and major customers.
FAIR VALUE OF FINANCIAL INSTRUMENTS--The Company has estimated the fair value of
financial instruments using available market information and other valuation
methodologies in accordance with SFAS 107, "Disclosures About Fair Value of
Financial Instruments." Management of the Company believes that the fair values
of financial instruments, consisting of accounts receivable and payable, notes
payable and capital lease obligations, approximate carrying value due to the
short payment terms associated with its accounts receivable and payable and the
interest rates associated with its notes payable and capital lease obligations.
USE OF ESTIMATES--In preparing financial statements in conformity with
accounting principles generally accepted in the United States of America,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
COMPREHENSIVE INCOME (LOSS)--The Company reports comprehensive income (loss) in
accordance with SFAS 130, "Reporting Comprehensive Income." SFAS 130 requires
foreign currency translation adjustments and unrealized gains and losses on
available for sale securities to be included in accumulated other comprehensive
income (loss).
EARNINGS PER SHARE--Basic earnings per share is based on the weighted average
number of common shares outstanding without consideration of potential common
stock. Diluted earnings per share are based on the weighted average number of
common and potential dilutive common shares outstanding. There was no affect on
earnings per share as a result of potential dilution. The calculation takes
into account the shares that may be issued upon exercise of stock options (Note
M), reduced by the shares that may be repurchased with the funds received from
the exercise, based on the average price during the year.
ACCOUNTING FOR STOCK OPTIONS--On December 31, 2002, the FASB issued SFAS 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure." SFAS 148
amends the disclosure provisions of SFAS 123 and APB Opinion No. 28, "Interim
Financial Reporting," to require disclosure in the summary of significant
accounting policies of the effects of an entity's accounting policy with respect
to stock-based employee compensation on reported net income and earnings per
share in annual and interim financial statements. The adoption of SFAS 148
disclosure requirements did not have an effect on the Company's consolidated
financial statements. At December 31, 2002, the Company has seven stock-based
employee compensation plans, which are described more fully in Note M. The
Company accounts for those plans under the recognition and measurement
principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees" and
related Interpretations. No stock-based employee compensation cost is reflected
in net income, as all options granted under those plans had an exercise price
equal to or greater than the market value of the underlying common stock on the
date of grant.
The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of SFAS 123,
"Accounting for Stock-Based Compensation," to stock-based employee compensation.
YEAR ENDED DECEMBER 31,
2002 2001 2000
(in thousands, except earnings per share)
Net income, as reported $ 2,991 $11,078 $ 2,059
Deduct: Total stock-based employee compensation
expense determined under fair value based method for
all awards, net of related tax effects (1,168) (1,702) (1,667)
------- ------- -------
Net income, as adjusted $ 1,823 $ 9,376 $ 392
======= ======= =======
Earnings per share:
Basic and diluted --as reported $.06 $.19 $.03
==== ==== ====
Basic and diluted --as adjusted $.03 $.16 $.01
==== ==== ====
The fair value of options at date of grant was estimated using the Black-Scholes
option pricing model with the following weighted average assumptions: an
expected life of four years in 2002 and 2001 and three years in 2000; risk free
interest rate of 4% in 2002, 4.75% in 2001 and 6% in 2000; expected volatility
of 135% in 2002, 136% in 2001 and 150% in 2000; and a zero dividend yield. The
effects of applying SFAS 123 in this proforma disclosure are not indicative of
future results.
B. FIXED ASSETS
Fixed assets consist of the following at December 31, 2002 and 2001 (in
thousands):
2002 2001
Equipment $34,511 $34,324
Telephone systems 1,216 1,194
Furniture and fixtures 1,089 1,083
Transportation equipment 91 91
Leasehold improvements 2,238 2,218
------- -------
39,145 38,910
Less accumulated depreciation
and amortization 36,299 34,327
------- -------
Fixed assets - net $ 2,846 $ 4,583
======= =======
Equipment financed by capital leases has a net carrying value of $316,000 and
$1,780,000 at December 31, 2002 and 2001, respectively. Depreciation and
amortization expense (including assets held under capital leases) for the years
ended December 31, 2002, 2001 and 2000 was $1,733,000, $2,131,000 and
$2,506,000, respectively.
C. MARKETABLE SECURITIES
Marketable securities consists of the following (in thousands):
December 31,
2002 2001
Edgar Online - Available for sale securities - at market $ 1,231 $ 2,209
Innodata - Available for sale securities - at market 1,818 5,800
Trading securities - at market 7,972 37,614
------- -------
Marketable securities $11,021 $45,623
======= =======
Trading securities sold but not yet purchased - at market $19,725 $46,409
======= =======
The Company owns 695,800 shares of Edgar Online, Inc. ("EOL"), an Internet-based
supplier of business, financial and competitive intelligence derived from U.S.
Securities and Exchange Commission data. The Company carries the investment at
$1,231,000, the market value at December 31, 2002. The difference between the
cost of $9,000 and fair market value of these securities, net of $489,000 in
deferred taxes, or $733,000 is classified as a component of accumulated other
comprehensive income included in stockholders' equity.
The Company owns 1,893,356 shares of Innodata, a provider of digital content
outsourcing services. The Company carries the investment at $1,818,000, the
market value at December 31, 2002. The difference between the cost of
$1,815,000 and fair market value of these securities, net of $1,000 in deferred
taxes, or $2,000 is classified as a component of accumulated other comprehensive
income included in stockholders' equity.
The Company engages in arbitrage trading activity in which it seeks to fully
cover open positions in its trading accounts during each month with covering
positions that expire in succeeding months. As of December 31, 2002, trading
securities had a long market value of $7,972,000 with a cost of $8,403,000, or a
net unrealized loss of $431,000. Securities sold but not yet purchased, had a
short market value of $19,725,000 with a cost/short proceeds of $19,973,000, or
a net unrealized gain of $248,000. The Company expects that its December 31,
2002 positions will be closed during the first quarter of 2003 and that other
positions with the same strategy will be established. The Company pledged its
holdings in EOL and Innodata as collateral for its trading accounts. In
addition, the Company's Chairman pledged approximately 10 million shares of his
holdings in the Company's common stock as collateral for these accounts. The
Company is paying its Chairman at the rate of 2% per annum on the value of the
collateral pledged. Such payments aggregated $131,000 and $144,000 for the
years ended December 31, 2002 and 2001, respectively.
In the fourth quarter of 2001, the Company expanded its arbitrage trading
program to include a greater risk profile trading program. The greater risk
trading program resulted in pre-tax losses of $400,000 in the fourth quarter of
2001 and $1,400,000 in the first quarter of 2002. The Company continued its
arbitrage trading program but has discontinued the greater risk trading program.
The Company's Chairman and CEO contributed 650,000 shares of Company stock owned
by him to the capital of the Company upon discontinuance of this program.
At December 31, 2001, trading securities had a long market value of $37,614,000
with a cost of $38,325,000, or a net unrealized loss of $711,000. Securities
sold but not yet purchased, had a short market value of $46,409,000 with a
cost/short proceeds of $47,129,000, or a net unrealized gain of $720,000.
D. INVESTMENT IN AFFILIATE
Until May 7, 2001, when the Company's Chairman and CFO resigned as officers and
directors of Innodata, the Company accounted for its investment in Innodata
using the equity method under which the Company's share of the affiliate's
earnings is included in its results of operations. Since May 7, 2001, the
Company carries its investment in Innodata as available for sale securities (See
Note C). The Company's equity in the net income of Innodata for the years ended
December 31, 2001 and 2000 was $276,000 and $718,000, respectively.
E. DUE FROM RELATED PARTIES
The amounts due from related parties of approximately $5,000 at December 31,
2001, included in other assets, consisted of loans made to the Company's
Chairman and entities controlled by him.
F. NOTE PAYABLE - BANK
The note payable - bank bears interest at 1.75% above the bank's prime rate
(5.25% at December 31, 2002) and is due on demand. The note is collateralized by
substantially all of the Company's assets and is guaranteed by its principal
stockholder. The Company may borrow up to 80% of eligible accounts receivable
and is required to maintain a compensating cash balance of not less than 10% of
the outstanding loan obligation. At December 31, 2002 and at times during the
year, the Company did not meet these requirements. These requirements were
waived by the bank for the year ended December 31, 2002.
G. NOTES PAYABLE - OTHER
Notes payable - other (i) are due on demand, (ii) bear interest at the rate of 5
percent per annum, and (iii) approximately $140,000 is guaranteed by the
Company's Chairman.
H. SEGMENT INFORMATION
The Company is a financial services company that owns Track Data Securities
Corp., a registered securities broker-dealer and member of the National
Association of Securities Dealers, Inc. The Company provides a proprietary,
fully integrated Internet-based online trading and market data system, proTrack,
for the professional institutional traders, and myTrack, for the individual
trader. The Company also operates Track ECN, an electronic communications
network that enables traders to display and match limit orders for stocks. The
Company provides real-time financial market data, fundamental research, charting
and analytical services to institutional and individual investors through
dedicated telecommunication lines and the Internet. The Company also
disseminates news and third-party database information from more than 100
sources worldwide. The Company's operations are classified in two business
segments: (1) market data services and trading, including ECN services since
February 2002, to the institutional professional investment community, and (2)
Internet-based online trading and market data services to the non-professional
individual investor community. The Company also engages in arbitrage trading.
See Note C.
The accounting policies of the segments are the same as those described in Note
A, Summary of Significant Accounting Policies. Segment data includes charges
allocating corporate overhead to each segment. The Company has not disclosed
asset information by segment as the information is not produced internally.
Substantially all long-lived assets are located in the U.S. The Company's
business is predominantly in the U.S. Revenues and net income from
international operations are not material. Information concerning operations in
its business segments is as follows (in thousands):
Revenues 2002 2001 2000
Professional Market $37,675 $35,074 $32,261
Non-Professional Market 19,513 27,143 26,506
------- ------- -------
Total $57,188 $62,217 $58,767
======= ======= =======
Income (loss) before unallocated amounts, equity
in net income of affiliate and income taxes:
Professional Market $ 4,332 $ 9,616 $ 4,395
Non-Professional Market 3,722 4,390 (1,642)
Unallocated amounts:
Depreciation and amortization (1,792) (2,131) (2,506)
Gain on marketable securities and
sale of investment in affiliate 569 2,749 1,683
Write off of fixed assets (349) - -
Write off of investments (716) - (254)
Gain on sale of Internet domain name - 1,000 -
Interest (expense) income, net (657) 58 (288)
------- ------- -------
Income before equity in net income of
affiliate and income taxes 5,109 15,682 1,388
Equity in net income of affiliate - 276 718
------- ------- -------
Income before taxes $ 5,109 $15,958 $ 2,106
======= ======= =======
I. INCOME TAXES
The components of the provision for income taxes are as follows (in thousands):
2002 2001 2000
Federal:
Current $ 386 $ 293 $ 3
Deferred 1,363 930 -
------ ------ -----
Total federal 1,749 1,223 3
------ ------ -----
State and local:
Current 55 85 44
Deferred 150 126 -
------ ------ -----
Total state and local 205 211 44
------ ------ -----
Tax effect of stock options 164 3,446 -
------ ------ -----
Provision for income taxes $2,118 $4,880 $ 47
====== ====== =====
Reconciliation of the U.S. statutory rate with the Company's effective tax rate
is summarized as follows:
2002 2001 2000
Federal statutory rate 34.0% 34.0% 34.0%
State and local income taxes 6.8 .8 2.2
Change in valuation allowance - (4.6) (34.0)
Other .7 .4 -
---- ---- -----
Effective rate 41.5% 30.6% 2.2%
==== ===== ======
The difference in the effective rate from the federal rate in 2001 is
attributable to the Company being subject to Alternative Minimum Taxes,
utilization of net operating losses and a reduction of the valuation allowance.
The components of the Company's net deferred taxes are as follows (in
thousands):
2002 2001
Deferred tax assets:
Net operating loss and other carryforwards $ 88 $ 770
Tax credit carryovers - 301
Software amortization - 79
Deferred compensation 400 757
Other (principally reserves for uncollectible accounts) 284 204
------- -------
772 2,111
------- -------
Deferred tax liabilities:
Unrealized gain on marketable securities (489) (2,451)
Excess of book basis over tax basis of investment (406) (421)
Accelerated depreciation (172) (44)
------- -------
(1,067) (2,916)
------- -------
Net deferred tax liability $ (295) $ (805)
======= =======
Deferred tax assets of $282,000 relating to tax benefits resulting from employee
stock plans will be credited to paid in capital when realized.
J. COMMITMENTS AND CONTINGENCIES
LEASES--The Company is obligated under various lease agreements covering office
space and computer equipment. The lease agreements for office space contain
escalation clauses based principally on increases in real estate taxes, building
maintenance and utility costs. A summary of such commitments as of December 31,
2002 follows (in thousands):
OPERATING LEASES
YEAR ENDING OFFICE COMPUTER CAPITAL
DECEMBER 31, SPACE EQUIPMENT TOTAL LEASES
2003 $ 985,000 $168,000 $1,153,000 $87,000
2004 512,000 103,000 615,000
2005 298,000 13,000 311,000
2006 181,000 7,000 188,000
2007 49,000 2,000 51,000
---------- -------- ----------
Total $2,025,000 $293,000 $2,318,000 87,000
========== ======== ==========
Less amounts representing interest 4,000
-------
Capital lease obligations $83,000
=======
Rent expense for the years ended December 31, 2002, 2001 and 2000 amounted to
$1,575,000, $1,600,000 and $1,559,000 for office space and $519,000, $764,000
and $863,000 for computer equipment, respectively.
The Company leases its executive office facilities in Brooklyn from a limited
partnership owned by the Company's Chairman and members of his family. The
Company paid the partnership rent of $540,000 for each of the three years in the
period ended December 31, 2002. The lease provides for the Company to pay
$540,000 per annum through April 1, 2003.
BROKER-DEALER SERVICE AGREEMENT--From April 1999 to August 2000 when the Company
obtained its own broker-dealer license, the Company offered online trading
through its myTrack service utilizing Track Securities Corporation ("TSC") as
its broker-dealer. TSC is a broker-dealer owned and operated by a director of
the Company. The Company licensed its myTrack trading system to a subsidiary of
TSC. The Company received $2.25 per trade pursuant to the agreement, which
aggregated $2,280,000 in 2000. In addition, TSC paid a share of the marketing
and advertising costs incurred by the Company, which aggregated $666,000 in
2000. In August 2000, the Company terminated this relationship with TSC,
except for the director consulting agreement, and transferred all the trading
accounts from TSC to the Company's broker-dealer, Track Data Securities Corp.
The director has a five-year consulting agreement with the Company pursuant to
which he is to be paid an annual fee of the greater of $50,000 or 5% of the
after-tax earnings, if any, from trading activities. In 2002, 2001 and 2000,
the fee was $50,000, respectively. In addition, the Company paid commissions to
TSC of approximately $60,000 in 2002 in connection with the Company's trading of
stocks and options through TSC.
TRANSACTIONS WITH CLEARING BROKER AND CUSTOMERS--The Company conducts business
through a clearing broker which settles all trades for the Company, on a fully
disclosed basis, on behalf of its customers. The Company earns commissions as
an introducing broker for the transactions of its customers. In the normal
course of business, the Company's customer activities involve the execution of
various customer securities transactions. These activities may expose the
Company to off-balance-sheet risk in the event the customer or other broker is
unable to fulfill its contracted obligations and the Company has to purchase or
sell the financial instrument underlying the contract at a loss.
The Company's customer securities activities are transacted on either a cash or
margin basis. In margin transactions, the clearing broker extends credit to the
Company's customers, subject to various regulatory margin requirements,
collateralized by cash and securities in the customers' accounts. However, the
Company is required to either obtain additional collateral or to sell the
customer's position if such collateral is not forthcoming. The Company is
responsible for any losses on such margin loans, and has agreed to indemnify its
clearing broker for losses that the clearing broker may sustain from the
customer accounts introduced by the Company. The Company's Chairman and CEO has
a margin loan of approximately $3.5 million as a customer of the Company's
broker-dealer which is collateralized by 14 million of the Company's shares
owned by him and which is also subject to such indemnity in the event the
clearing broker were to sustain losses.
The Company seeks to control the risks associated with its customer activities
by requiring customers to maintain margin collateral in compliance with various
regulatory and internal guidelines. The Company monitors required margin levels
daily and, pursuant to such guidelines, requires the customer to deposit
additional collateral or to reduce positions when necessary.
NET CAPITAL REQUIREMENTS--The SEC, NASD, and various other regulatory agencies
have stringent rules requiring the maintenance of specific levels of net capital
by securities brokers, including the SEC's uniform net capital rule, which
governs TDSC. Net capital is defined as assets minus liabilities, plus other
allowable credits and qualifying subordinated borrowings less mandatory
deductions that result from excluding assets that are not readily convertible
into cash and from valuing other assets, such as a firm's positions in
securities, conservatively. Among these deductions are adjustments in the market
value of securities to reflect the possibility of a market decline prior to
disposition.
As of December 31, 2002, TDSC was required to maintain minimum net capital, in
accordance with SEC rules, of approximately $1 million and had total net capital
of $1,904,000, or approximately $904,000 in excess of minimum net capital
requirements. Net capital includes $600,000 provided by Track Data Corporation
pursuant to a subordinated loan of $600,000.
If TDSC fails to maintain the required net capital it may be subject to
suspension or revocation of registration by the SEC and suspension or expulsion
by the NASD and other regulatory bodies, which ultimately could require TDSC's
liquidation. In addition, a change in the net capital rules, the imposition of
new rules, a specific operating loss, or any unusually large charge against net
capital could limit those operations of TDSC that require the intensive use of
capital and could limit its ability to expand its business.
LITIGATION--The Company is subject to legal proceedings and claims which arise
in the ordinary course of its business. In the opinion of management, the amount
of ultimate liability with respect to these actions will not materially affect
the Company's financial position or results of operations.
K. DEFERRED COMPENSATION AND SAVINGS PLANS
The Company had a deferred compensation plan pursuant to which certain employees
were entitled to payments after termination of their employment. The plan was
based on these employees having phantom stock units prior to its public
offering. In December 1995, the Board of Directors agreed to satisfy all
obligations to participants under the phantom stock plan by committing to pay
upon termination of employment, or sooner upon approval of the Board, an
aggregate of 247,284 shares of Innodata common stock and 3,004,400 shares of the
Company's common stock. These shares were placed in a trust as of March 31,
1996. The Board of Directors authorized distributions of the Company's common
stock to participants as follows: 2002-757,448 shares; 2001-151,000 shares;
2000-449,900 shares; 1999-776,400 shares; and 1998-297,352 shares. In January,
2003 the Board distributed 39,000 shares of the Company's common stock. The
Board distributed 182,456 shares of Innodata common stock in 2001 and 25,952
shares in 2002.
In addition, the Company has an employee savings plan under which employees may
make deposits to the savings plan and receive interest at the prime rate.
Amounts due to employees under the plan aggregated $213,350 at December 31,
2002.
L. CAPITAL STOCK
LISTING--The Company's common stock is listed on Nasdaq's National Market
System. The Company has received a delisting notice from Nasdaq because it has
not maintained a closing bid price of at least $1.00 that is required for
continued listing. The continued listing of the Company's shares on the
National Market System depends on a possible deferral of the minimum bid price
requirement that is now being considered by the SEC and Nasdaq. Any deferral
that is adopted by the SEC and Nasdaq is expected not to extend beyond September
8, 2003, and may terminate before then. Should the Company's shares be delisted
from the National Market System, the Company expects that, subject to certain
conditions, its shares may be listed on the Nasdaq SmallCap Market until
September 8, 2004 whether or not the Company's shares meet the minimum bid price
requirement.
COMMON STOCK--The Company's Board of Directors, with subsequent stockholder
approval, increased the authorized shares of common stock of the Company from 30
million to 60 million in April, 1999; to 75 million in November, 1999; and to
300 million in January 2000. The Company declared two-for-one stock splits in
the form of stock dividends payable on November 17, 1999 and December 29, 1999,
respectively.
In June 1999, the Company issued 137,928 shares of its common stock valued at
$500,000 to Net Earnings Corp., a privately held Internet-based provider to the
individual and professional investment communities of future dates of public
company earnings reports, dividends, conference calls, IPO/secondary offerings
and other timing information, in exchange for a 10% ownership interest in Net
Earnings. The Company registered these shares. The investment was carried at
cost. During 2002, the Company wrote off this investment.
In July 1999, the Company sold pursuant to private placements 1,933,336 shares
of its common stock and realized net proceeds, after expenses, of $5,201,000.
In connection with such sales, the Company also issued three-year warrants to
purchase 603,332 shares of its common stock at $4.22 per share, of which 433,248
remained outstanding until July 2002 when they expired. The Company registered
the shares.
In May 2000, the Company acquired approximately 2% of iAnalyst, Inc. ("IA") and
Silicon Summit Technologies Inc. ("SST"), both privately held companies, in
exchange for an aggregate of 326,280 shares of the Company's common stock with a
value of $470,000. The Company registered these shares. IA was to provide the
individual investor Internet-based access to independent equity research
analysts. SST is a provider of e-finance solutions and services for B4B
electronic securities trading. During 2000, the Company wrote off its
investment in IA of $254,000. During 2002, the Company wrote off its
investments in SST of $216,000.
In December 2000, the Company sold 1 million shares of its common stock in a
private placement for $1.25 per share and granted a three-year option to
purchase 2 million shares at $1.75 per share, exercisable after the first
anniversary. The Company registered these shares and the shares to be issued on
exercise of warrants.
PREFERRED STOCK--The Company is authorized to issue up to 1,000,000 shares of
$.01 par value preferred stock. The Board of Directors is authorized to fix the
terms, rights, preferences and limitations of the preferred stock and to issue
the preferred stock in series which differ as to their relative terms, rights,
preferences and limitations. No preferred shares have been issued.
COMMON STOCK RESERVED--At December 31, 2002, the Company reserved for issuance
12,466,030 shares of its common stock as follows: (a) 10,466,030 shares pursuant
to the Company's Stock Option Plans; and (b) 2,000,000 shares issuable upon
exercise of investors' warrants.
M. STOCK OPTIONS AND WARRANTS
STOCK OPTIONS--The Company adopted, with stockholder approval, the 1994, 1995,
1995 Disinterested Director, 1996, 1998, 2001 and 2002 Stock Option Plans (the
"1994 Plan," "1995 Plan," "1995 DD Plan," "1996 Plan," "1998 Plan, " "2001
Plan" and the "2002 Plan") which provide for the granting of options to purchase
not more than an aggregate of 1,200,000, 2,000,000, 200,000, 3,200,000,
3,200,000, 2,800,000 and 2,500,000 shares of common stock, respectively, subject
to adjustment under certain circumstances. Such options may be incentive stock
options ("ISOs") within the meaning of the Internal Revenue Code of 1986, as
amended, or options that do not qualify as ISOs ("Non-Qualified Options").
The option exercise price per share for a Non-Qualified Option may not be less
than 85% of the fair market value per share of common stock on the date of grant
and for an ISO may not be less than the fair market value per share of common
stock on the date of grant (110% of such fair market value for an ISO, if the
grantee owns stock possessing more than 10% of the combined voting power of all
classes of the Company's stock). Options may be granted under the Stock Option
Plan to all officers, directors and employees of the Company and, in addition,
Non-Qualified Options may be granted to other parties who perform services for
the Company. No options may be granted under the 1994 Plan after March 31, 2004,
under the 1995 Plan and 1995 DD Plan after May 15, 2005, under the 1996 Plan
after July 8, 2006, under the 1998 Plan after July 9, 2008, under the 2001 Plan
after May 3, 2011 and under the 2002 Plan after May 2, 2012.
The Stock Option Plans may be amended from time to time by the Board of
Directors of the Company. However, the Board of Directors may not, without
stockholder approval, amend the Stock Option Plans to increase the number of
shares of common stock which may be issued under the Stock Option Plans (except
upon changes in capitalization as specified in the Stock Option Plans), decrease
the minimum exercise price provided in the Plans or change the class of persons
eligible to participate in the Plans.
A summary of the Company's Stock Option Plans is as follows:
WEIGHTED
WEIGHTED AVERAGE
PER SHARE AVERAGE WEIGHTED WEIGHTED FAIR
RANGE OF REMAINING AVERAGE AVERAGE VALUE
EXERCISE NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE DATE OF
PRICES OUTSTANDING LIFE (YEARS) PRICE EXERCISABLE PRICE GRANT
------------ ------------ ------------ --------- ------------ -------- -------
Balance 1/1/00 $ .38 - .75 1,243,332 3 $ .69 827,332 $ .65
$1.00 - 1.75 734,000 2 $1.48 101,000 $1.36
$2.50 - 7.00 1,136,500 4 $3.27 60,000 $3.09
--------- ---------
3,113,832 988,332
=========
Canceled $ .50 - 5.50 (551,500) 2 $2.53
Exercised $ .50 - 6.06 (411,550) 2 $1.23
Granted $1.50 - 6.75 1,974,450 4 $1.79 $1.20
---------
Balance 12/31/00 $ .38 - .75 935,282 2 $ .67 935,282 $ .67
$1.00 - 1.75 2,278,050 1 $1.49 244,900 $1.45
$2.50 - 7.00 911,900 3 $3.56 589,650 $3.14
--------- ---------
4,125,232 1,769,832
=========
Canceled $ .38 - 7.00 (218,052) 1 $1.42
Exercised $ .50 - 1.50 (168,530) 1 $ .74
Granted $1.50 3,000,000 5 $1.50 $ .94
---------
Balance 12/31/01 $ .50 - .75 681,000 1 $ .71 681,000 $ .71
$1.00 - 1.75 5,196,750 4 $1.50 1,526,400 $1.50
$2.50 - 7.00 860,900 2 $3.57 802,950 $3.54
--------- ---------
6,738,650 3,010,350
=========
Canceled $ .75 - 7.00 (286,350) 1 $2.46
Exercised $ .50 - 1.50 (228,650) 1 $ .88
Granted $1.50 - 2.00 90,000 4 $1.94 $1.37
---------
Balance 12/31/02 $ .75 511,000 1 $ .75 511,000 $ .75
$1.50 - 1.75 5,009,850 3 $1.50 3,367,183 $1.50
$2.00 - 6.75 792,800 2 $3.42 698,900 $3.70
--------- ---------
6,313,650 4,577,083
========= =========
The options have a term of five years. In January, 2003 the Company granted
five-year options to officers, directors and employees to purchase an aggregate
of 1,400,350 shares at prices of $1.00-1.25 exercisable over two years.
N. RETIREMENT PLAN
The Company has a profit sharing plan, which qualifies, under Section 401(k) of
the Internal Revenue Code. The plan covers substantially all employees who have
completed six months of service. Company contributions to the plan are
discretionary and vest at a rate of 20% after two years of service, and 20% each
year thereafter until employees are fully vested after 6 years. Contributions to
the plan for the years ended December 31, 2002, 2001 and 2000, were $19,000,
$65,000 and $52,000, respectively.
O. INCOME PER SHARE (in thousands, except per share)
YEAR ENDED DECEMBER 31
2002 2001 2000
Net income $ 2,991 $11,078 $ 2,059
======= ======= =======
Weighted average common shares outstanding 52,627 59,593 63,660
Dilutive effect of outstanding warrants and options 273 281 396
------- ------- -------
Adjusted for dilutive computation 52,900 59,874 64,056
======= ======= =======
Basic income per share $.06 $.19 $.03
==== ==== ====
Diluted income per share $.06 $.19 $.03
==== ==== ====
P. SALE OF DOMAIN NAME
In July 2001, the Company sold its tdc.com domain name to a European entity for
$1 million. The Company's present domain is Trackdata.com, which it already
owned.
Q. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
2002 (in thousands, except per share)
Revenues $13,136 $13,239 $14,765 $16,048(A)
Net income 73 444 708 1,766
Basic and diluted income per share $.00 $.01 $.01 $.03
2001
Revenues $17,391 $16,322 $14,530 $13,974
Net income 5,355 1,534 3,095 1,094
Basic and diluted income per share $.08 $ .03 $ .05 $.02
2000
Revenues $12,890 $13,033 $14,871 $17,973
Net (loss) income (1,878) (2,743) 1,641 5,039
Basic and diluted net (loss) income per share $(.03) $ (.04) $.03 $.08
(A) Includes $2,168,000 of revenues from Track ECN for services rendered in
prior quarters. See Note A - "Revenue Recognition."
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
OFFICERS AND DIRECTORS
The officers and directors of the Company are as follows:
NAME AGE POSITION
------------ --- --------
Barry Hertz 53 Chairman of the Board, Chief Executive Officer
Martin Kaye 55 Chief Operating Officer, Chief Financial Officer,
Secretary and Director
Jay Gelman 41 Executive Vice President, Director
Stanley Stern 52 Senior Vice President - Customer Relations, Director
Abraham Biderman 54 Director
E. Bruce Fredrikson 64 Director
Jack Spiegelman 64 Director
Charles Zabatta 60 Director
BARRY HERTZ has served as the Company's Chairman and Chief Executive
Officer since its inception. He holds a Masters degree in Computer Science from
New York University (1973) and a B.S. degree in Mathematics from Brooklyn
College (1971). Until his resignation in May 2001, Mr. Hertz also served as
Chairman of Innodata Corporation ("Innodata"), a public company co-founded by
Mr. Hertz, of which the Company was a principal stockholder, and which is a
global outsourcing provider of Internet and on-line digital content services.
MARTIN KAYE has been Chief Operating Officer since August 2001, and has
been Chief Financial Officer, Secretary and a Director of the Company since
1994. Mr. Kaye is a certified public accountant. Mr. Kaye served as Chief
Financial Officer of Innodata from October 1993 and Director from March 1995
until his resignation from those positions in May 2001. He had been an audit
partner with Deloitte & Touche LLP for more than five years until his
resignation in 1993. Mr. Kaye holds a B.B.A. in accounting from Baruch College
(1970).
JAY GELMAN has been Executive Vice President and a Director since August
2001. Prior thereto he served as Vice President of Sales for the Company's
institutional market data business from January 2000 to July 2001 and as
President of the Company's Newsware division from August 1998 to December 1999.
In 1989, he co-founded Alliance Distributors, a leading distributor of products
manufactured by Nintendo, Sony, RCA/GE, Electronic Arts, and many other consumer
electronic companies. In December 1997, Take Two Interactive, a public company,
bought Alliance Distributors. Prior thereto he was a salesman for the Company
from 1987 through 1989. Mr. Gelman attended Northeastern University and Baruch
College.
STANLEY STERN has been Senior Vice President - Customer Relations since
June 2000 and a Director of the Company since May 1999. He previously served as
Director from April 1994 until his resignation in September 1997. He served as
Vice President of the Company and in other capacities for more than five years
until his resignation in December 1996. From January 1998 through May 2000, Mr.
Stern was Chief Operating Officer of Integrated Medical Technologies, Inc., an
Internet-based provider of medical services information. Mr. Stern holds a
B.B.A. from Baruch College (1973).
ABRAHAM BIDERMAN had been a Director of the Company since August 2002. Mr.
Biderman is Executive Vice President of Lipper & Company, Inc., a diversified
financial services and money management firm, which he joined in 1990. Prior
thereto, he served as special advisor to the Deputy Mayor and then the Mayor
during New York City's Koch Administration. From January 1988 through December
1989, Mr. Biderman was Commissioner of New York City's Department of Housing,
Preservation and Development. Prior thereto, he served as Commissioner of New
York City's Department of Finance and as Chairman of New York City's Employee
Retirement System. Mr. Biderman is a Director of the Municipal Assistance
Corporation of the City of New York, a member of the Housing Committee of the
Real Estate Board of New York, a Director of M-Phase Technologies, Inc., a
company that manufactures and markets high-bandwidth telecommunications products
incorporating DSL technology, and is also on the boards of numerous
not-for-profit and philanthropic organizations. Mr. Biderman was also a director
of Innodata until December 2002, at which time he did not stand for reelection.
Mr. Biderman is a certified public accountant and graduated with a B.A. in
Accounting from Brooklyn College (1970).
DR. E. BRUCE FREDRIKSON has been a Director of the Company since June 1994.
He is currently a professor of finance at Syracuse University School of
Management where he has taught since 1966 and has previously served as chairman
of the finance department. He is a director of Consumer Portfolio Services,
Inc., a consumer finance company. Dr. Fredrikson has an A.B. in economics from
Princeton University and a M.B.A. and a Ph.D. in finance from Columbia
University. Until his resignation in May 2001, Mr. Fredrikson was a Director of
Innodata.
JACK SPIEGELMAN has been a Director of the Company since April 1996. Mr.
Spiegelman has been President of Briarcliff Securities Corp. (formerly Track
Securities Corp.) since December 1983. From February 1996 to June 1997, he was
a Senior Vice President of J. W. Genesis Securities, Corp. and prior thereto for
more than five years was a Senior Vice President of Fahnestock & Company, Inc.
Mr. Spiegelman holds a B.A. in economics from Brooklyn College (1963).
CHARLES ZABATTA has been a Director of the Company since August 2001. Mr.
Zabatta, who has more than 30 years of brokerage service experience, is Senior
Managing Director of Corporate Development at Knight Capital Markets. He was a
Director on the Board of Knight/Trimark Group from April 1998 to September 1999,
when he resigned to take his current position. Mr. Zabatta joined Knight from
TD Waterhouse, where he also was Senior Managing Director of Corporate
Development. Prior to joining TD Waterhouse in 1995, he was President and Chief
Operating Officer of Wall Street Connect, an automated investment services
company. He also served as Vice President and Director of Marketing at both
Kennedy Cabot & Co. and Securities Settlement, a national clearing organization.
Mr. Zabatta received his BA from Iona College (1964).
In connection with a stock purchase agreement with Knight Trading Group,
Inc. ("Knight") in December 2000, Knight has the right to designate one member
of the Board of Directors for three years. Mr. Zabatta has been designated by
Knight. Directors are elected to serve until the next annual meeting of
stockholders and until their successors are elected and qualified. Officers
serve at the discretion of the Board. There are no family relationships among
directors or officers.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company believes that during the period from January 1, 2002 through
December 31, 2002 all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were complied
with.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation
paid by the Company for services to it during the three fiscal years ended
December 31, 2002 to the Company's Chief Executive Officer and to the executive
officers whose aggregate annual salary and bonus exceeded $100,000 in 2002.
SUMMARY COMPENSATION TABLE
FISCAL ANNUAL NUMBER OF STOCK
NAME AND POSITION YEAR SALARY BONUS OPTIONS AWARDED
------------------------ ------ -------- ------- ---------------
Barry Hertz 2002 $450,000 $9,000 500,000(A)
Chairman, CEO 2001 $425,000 - 2,000,000
2000 $375,000 - 350,000
Martin Kaye 2002 $300,000 $6,000 200,000(A)
Chief Operating Officer, 2001 $262,000 - 250,000
Chief Financial Officer
Jay Gelman 2002 $300,000 $6,000 100,000(A)
Executive Vice President 2001 $283,000 - 100,000
2000 $250,000 - 280,000
Stanley Stern 2002 $153,000 $3,060 20,000(A)
Senior Vice President 2001 $150,000 - 20,000
(A) Granted in January, 2003 for the 2002 calendar year.
The above table does not include certain perquisites and other personal
benefits, the total value of which does not exceed the lesser of $50,000 or 10%
of such person's cash compensation.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
PERCENT OF POTENTIAL REALIZED
TOTAL VALUE AT
OPTIONS ASSUMED ANNUAL
GRANTED TO RATES OF STOCK
NUMBER OF EMPLOYEES APPRECIATION
OPTIONS IN FISCAL EXERCISE EXPIRATION FOR OPTION TERM
NAME GRANTED(A) YEAR PRICE DATE 5% 10%
------------- ----------- ---------- ---------- ---------- -------- --------
Barry Hertz 500,000 36% $1.00-1.25 1/22/08 $157,500 $342,500
Martin Kaye 200,000 14% $1.00-1.25 1/22/08 $ 63,000 $137,000
Jay Gelman 100,000 7% $1.00-1.25 1/22/08 $ 31,500 $ 68,500
Stanley Stern 20,000 1% $1.00-1.25 1/22/08 $ 6,300 $ 13,700
(A) Granted in January, 2003 for the 2002 calendar year. Each individual was
granted one-half of the number of options exercisable at $1.00 and one-half
at $1.25. The options vest one-half of each on December 31, 2003 and
one-half on December 31, 2004.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR;
FISCAL YEAR END OPTION VALUES
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS AT FISCAL THE-MONEY OPTIONS AT
SHARES YEAR END FISCAL YEAR END
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE(A) UNEXERCISABLE
------------- ----------- -------- ----------------- --------------
Barry Hertz None - 1,709,999/1,000,001 $-0-
Martin Kaye 40,000 $99,500 565,000/75,000 $-0-
Jay Gelman 25,000 $35,397 375,000/125,000 $-0-
Stanley Stern None - 75,000/10,000 $-0-
(A) Does not include options granted to Messrs. Hertz, Kaye, Gelman and Stern
in January 2003 of 500,000, 200,000, 100,000 and 20,000 shares,
respectively.
There are no employment agreements, stock appreciation rights or long-term
incentive plans.
DIRECTORS COMPENSATION
Dr. Fredrikson and Mr. Biderman are compensated at the rate of $1,250 per
month, plus out-of-pocket expenses for each meeting attended. No other director
is paid cash compensation for his services as director.
In January 2003, Messrs. Fredrikson, Biderman, Spiegelman and Zabatta each
received options to purchase 10,000 shares at an exercise price of $1.00 per
share and 10,000 shares at an exercise price of $1.25 per share as compensation
for their services. Mr. Biderman also received options to purchase 10,000
shares at an exercise price of $1.50 per share upon joining the Board in August
2002.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
For the Company's fiscal year ended December 31, 2002, Messrs. Hertz, Kaye,
Gelman and Stern were officers of the Company and were members of the Board of
Directors (there is no compensation committee).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 28, 2003, information
regarding the beneficial ownership (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934) of the Company's Common Stock based upon the
most recent information available to the Company for (i) each person known by
the Company to own beneficially more than five (5%) percent of the Company's
outstanding Common Stock, (ii) each of the Company's officers and directors and
(iii) all officers and directors of the Company as a group. Unless otherwise
indicated, each stockholder's address is c/o the Company, 95 Rockwell Place,
Brooklyn, New York 11217.
SHARES OWNED BENEFICIALLY (1)
NAME NO.OF SHARES % OF CLASS
---- ------------- ----------
Barry Hertz (2) 28,323,879 54.1%
Martin Kaye (3) 603,400 1.2%
Jay Gelman (4) 375,000 *
Jack Spiegelman (5) 94,000 *
E. Bruce Fredrikson (6)
Syracuse University
School of Management
Syracuse, NY 13244 96,000 *
Stanley Stern (7) 119,000 *
All Officers and Directors as a Group
(eight persons)(8) 29,611,279 55.4%
---------------
* = less than 1%
(1) Unless otherwise indicated, (i) each person has sole investment and voting
power with respect to the shares indicated and (ii) the shares indicated
are currently outstanding shares. For purposes of this table, a person or
group of persons is deemed to have "beneficial ownership" of any shares as
of a given date which such person has the right to acquire within 60 days
after such date. For purposes of computing the percentage of outstanding
shares held by each person or group of persons named above on a given date,
any security which such person or persons has the right to acquire within
60 days after such date is deemed to be outstanding for the purpose of
computing the percentage ownership of such person or persons, but is not
deemed to be outstanding for the purpose of computing the percentage
ownership of any other person. Subject to the foregoing, the percentages
are calculated based on 50,637,057 shares outstanding.
(2) Consists of 24,213,532 shares owned by Mr. Hertz, 2,305,400 shares owned by
Trusts established in the names of Mr. Hertz's children and 94,948 shares
held by a family LLC managed by Mr. Hertz who owns 8% of such LLC. Mr.
Hertz disclaims beneficial interest in shares owned by the Trust and 92% of
the family LLC not owned by him. Also includes 1,709,999 shares issuable
upon the exercise of presently exercisable options under the Company's
Stock Option Plans.
(3) Consists of 38,400 shares owned of record and 565,000 shares issuable upon
the exercise of presently exercisable options granted under the Company's
Stock Option Plans.
(4) Consists of shares issuable upon the exercise of presently exercisable
options granted under the Company's Stock Option Plans.
(5) Consists of 60,000 shares owned of record, 4,000 shares owned by his wife
as to which Mr. Spiegelman disclaims beneficial interest and 30,000 shares
issuable upon the exercise of presently exercisable options granted under
the Company's Stock Option Plans.
(6) Consists of 28,000 shares owned of record and 68,000 shares issuable upon
the exercise of presently exercisable options granted under the Company's
Stock Option Plans.
(7) Consists of 19,000 shares owned of record and 25,000 shares held in the
Track Data Phantom Unit Trust to be released upon his termination of
association with the Company, or earlier with approval of the Board of
Directors. Also includes 75,000 shares issuable upon the exercise of
presently exercisable options granted under the Company's Stock Option
Plans.
(8) Consists of 26,788,280 outstanding shares and 2,822,999 shares issuable
upon exercise of options described in footnotes 2 through 7 above.
POTENTIAL CHANGE IN CONTROL
Mr. Hertz has pledged approximately 24 million shares owned by him as
collateral for the Company's arbitrage trading program and in connection with
certain personal margin loans. A change in control could occur in the event Mr.
Hertz lost control of these pledged shares. See Note C to Notes to Consolidated
Financial Statements.
EQUITY COMPENSATION PLAN INFORMATION
All equity compensation plans have been approved by the Company's
stockholders.
At December 31, 2002
a) Number of securities to be issued upon exercise
of outstanding options, warrants and rights 6,313,650 shares
b) Weighted-average exercise price of outstanding
options, warrants and rights $1.68
c) Number of securities remaining available for
future issuance under equity compensation
plans (excluding securities reflected
in (a) above) 4,152,380 Shares
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases its executive office facilities in Brooklyn from a
limited partnership owned by the Company's Chairman and members of his family.
The Company paid the partnership rent of $540,000 for the years ended December
31, 2002 and 2001. The lease provides for the Company to pay $540,000 per annum
through April 1, 2003.
In connection with the Company's arbitrage trading program, the Company's
Chairman pledged approximately 10 million shares of his holdings of the
Company's common stock as additional collateral for the arbitrage trading
accounts. The Company is paying its Chairman at the rate of 2% per annum on the
value of the collateral pledged. Such payments aggregated $131,000 and $144,000
for the years ended December 31, 2002 and 2001, respectively.
In the fourth quarter of 2001, the Company expanded its arbitrage trading
program to include a greater risk profile trading program. The greater risk
trading program resulted in pre-tax losses of $400,000 in the fourth quarter of
2001 and $1,400,000 in the first quarter of 2002. The Company is continuing its
arbitrage trading program but has discontinued the greater risk trading program.
The Company's Chairman contributed 650,000 shares of Company stock owned by him
to the capital of the Company upon discontinuance of this program.
The Company's Chairman has a margin loan of approximately $3.5 million as a
customer of the Company's broker-dealer that is collateralized by 14 million of
the Company's shares owned by him. This account is subject to an indemnity that
covers all retail trading accounts with the Company's clearing broker, in the
event they were to sustain losses.
From April 1999 to August 2000, the Company offered online trading through
its myTrack service utilizing Track Securities Corporation ("TSC") as its
broker-dealer. TSC is a broker-dealer owned and operated by Jack Spiegelman, a
director of the Company. The Company licensed its myTrack trading system to a
subsidiary of TSC until August 2000. The Company was receiving $2.25 per trade
pursuant to the agreement, which aggregated $2,280,000 in 2000. In addition, TSC
paid a share of the marketing and advertising costs incurred by the Company,
which aggregated $666,000 in 2000. In August 2000, the Company obtained its own
broker-dealer license and, after registration in all states, terminated this
relationship with TSC, except for the director consulting agreement, and
transferred all the trading accounts from TSC to the Company's broker-dealer,
Track Data Securities Corp. Further, the director has a five-year consulting
agreement with the Company pursuant to which he is to be paid an annual fee of
the greater of $50,000 or 5% of the after-tax earnings, if any, from trading
activities. In 2002, 2001 and 2000, the fee was $50,000, respectively. In
addition, the Company paid commissions to TSC of approximately $60,000 in 2002
in connection with the Company's trading of stocks and options through TSC.
ITEM 14. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
An evaluation has been carried out under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and the operation of our
"disclosure controls and procedures" (as such term is defined in Rules 13a-14(c)
under the Securities Exchange Act of 1934). This evaluation took place as of a
date within 90 days prior to the filing date of this annual report ("Evaluation
Date"). Based on such evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that, as of the Evaluation Date, the disclosure
controls and procedures are reasonably designed and effective to ensure that
(i) information required to be disclosed by us in the reports we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
(ii) such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Controls.
Since the Evaluation Date, there have not been any significant changes in our
internal controls or in other factors that could significantly affect such
controls.
PART IV
ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT DESCRIPTION
3.1 Certificate of Incorporation, as amended (1)
3.2 By-Laws (1)
4.2 Specimen of Common Stock certificate (1)
10.1 1994 Stock Option Plan (1)
10.2 Form of indemnity agreement with directors (1)
10.3 Fully Disclosed Clearing Agreement with Penson Financial Services,
Inc., dated October 13, 2000 (2)
10.4 1995 Stock Option Plan (3)
10.5 1995 Disinterested Directors' Stock Option Plan (4)
10.6 1996 Stock Option Plan (5)
10.7 1998 Stock Option Plan (6)
10.8 2001 Stock Option Plan (7)
10.9 2002 Stock Option Plan (8)
23 Consent of Grant Thornton LLP filed herewith
99.1 No Action Letter issued by Securities Exchange Commission dated
January 6, 2003 to operate Track ECN through July 6, 2003
99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(1) Incorporated by reference to Exhibits 3.1, 3.2, 4.2, 10.3 and 10.4 to Form
S-1 Registration Statement No. 33-78570.
(2) Incorporated by reference to Exhibit 10.3 to 10-K Annual Report for the
year ended December 31, 2001
(3) Incorporated by reference to Exhibit A to Definitive Proxy for August 10,
1995, Annual Meeting of Stockholders
(4) Incorporated by reference to Exhibit B to Definitive Proxy for August 10,
1995, Annual Meeting of Stockholders
(5) Incorporated by reference to Appendix A to Definitive Proxy for November 7,
1996, Annual Meeting of Stockholders
(6) Incorporated by reference to Appendix A to Definitive Proxy for November 5,
1998, Annual Meeting of Stockholders
(7) Incorporated by reference to Appendix A to Definitive Proxy for November 1,
2001, Annual Meeting of Stockholders
(8) Incorporated by reference to Appendix A to Definitive Proxy for August 13,
2002, Annual Meeting of Stockholders
(b) Reports on Form 8-K during fourth quarter
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TRACK DATA CORPORATION
By /s/
----------------------------------
Barry Hertz, Chairman of the Board
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
SIGNATURE TITLE DATE
/s/
-------------------------------
Barry Hertz Chairman of the Board and March 20, 2003
Chief Executive Officer
/s/
--------------------------------
Martin Kaye Chief Operating Officer, Chief March 20, 2003
Financial Officer, Secretary and Director
(Principal Financial and Accounting Officer)
/s/
--------------------------------
Jay Gelman Executive Vice President March 20, 2003
and Director
/s/
--------------------------------
Stanley Stern Senior Vice President - Customer March 20, 2003
Relations and Director
/s/
--------------------------------
Abraham Biderman Director March 20, 2003
/s/
--------------------------------
E. Bruce Fredrikson Director March 20, 2003
/s/
--------------------------------
Jack Spiegelman Director March 20, 2003
/s/
--------------------------------
Charles Zabatta Director March 20, 2003
CERTIFICATION
I, Barry Hertz, CEO of Track Data Corporation, certify that:
1. I have reviewed this annual report on Form 10-K of Track Data Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c. Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weakness in the
internal controls; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 20, 2003 /s/
------------------------------------
Barry Hertz, CEO
(principal executive officer)
CERTIFICATION
I, Martin Kaye, CFO of Track Data Corporation, certify that:
1. I have reviewed this annual report on Form 10-K of Track Data Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c. Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weakness in the
internal controls; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 20, 2003 /s/
---------------------------------------
Martin Kaye, CFO
(principal financial officer)