10-QPeriod: Q3 FY2005

NASDAQ, INC. Quarterly Report for Q3 Ended Sep 30, 2005

Filed November 8, 2005For Securities:NDAQ

Summary

NASDAQ, INC. (NDAQ) reported a significant turnaround in its financial performance for the nine months ended September 30, 2005, compared to the same period in 2004. The company shifted from a net loss of $5.5 million in Q3 2004 and a year-to-date loss of $3.9 million to a net income of $17.8 million in Q3 2005 and $44.5 million year-to-date. This improvement was driven by a substantial increase in 'Market Services' revenues, largely attributable to the acquisition of Brut, coupled with strong performance in 'Issuer Services'. Operating expenses were also significantly reduced, contributing to the improved profitability. Key financial developments include a substantial increase in total assets, largely due to the proceeds from convertible note issuances to finance upcoming acquisitions. The company is actively engaged in strategic acquisitions, notably the pending acquisition of Instinet, which is expected to be dilutive in the short term but accretive thereafter. Nasdaq also continues to focus on operational efficiencies and cost reductions across various segments to maintain its competitive edge in a challenging market environment.

Key Highlights

  • 1Net income for the nine months ended September 30, 2005, was $44.5 million, a significant increase from $3.9 million in the prior year period.
  • 2Total revenues for the nine months increased by approximately 64% to $620.3 million, driven by a substantial rise in Market Services revenue, partly due to the Brut acquisition.
  • 3Operating expenses decreased by approximately 13.5% year-over-year, reflecting successful cost reduction initiatives.
  • 4The company's balance sheet shows a significant increase in assets, with total assets reaching $1.11 billion at September 30, 2005, up from $814.8 million at December 31, 2004, largely due to financing activities for acquisitions.
  • 5Nasdaq is actively pursuing strategic growth through acquisitions, including the announced agreement to acquire Instinet Group.
  • 6The company repurchased 384,932 shares of its Series C Cumulative Preferred Stock from NASD for approximately $40.0 million.
  • 7Basic earnings per share improved to $0.49 for the nine months ended September 30, 2005, from $(0.04) in the comparable period of 2004.

Frequently Asked Questions

The primary driver of the substantial revenue increase was the 'Market Services' segment, which saw significant growth due to additional trading activity from the acquisition of Brut, increased market share, and higher revenue from proprietary data products. The 'Issuer Services' segment also contributed positively with increased annual listing fees.

Nasdaq has implemented significant cost reduction programs, leading to a decrease in total expenses by approximately 13.5% for the nine months ended September 30, 2005. Key areas of expense reduction include compensation and benefits, marketing and advertising, and computer operations and data communications.

The most significant strategic initiative is the pending acquisition of Instinet Group, which is expected to be dilutive for up to 12 months post-acquisition but accretive thereafter. The company is also working towards registering as a national securities exchange with the SEC. Other initiatives include the acquisition of Carpenter Moore and ongoing efforts to enhance operational efficiency.

The acquisition of Brut, completed in September 2004, contributed to increased trading activity and revenue within the 'Market Services' segment starting from the third quarter of 2004. Its results are fully reflected in the nine months ended September 30, 2005, driving revenue growth and contributing to higher cost of revenues due to liquidity rebates and brokerage fees associated with Brut's operations.