UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 

 
Form 8-K 

 
CURRENT REPORT 
Pursuant to Section 13 or 15(d) of the 
Securities Exchange Act of 1934 
 
Date of report (Date of earliest event reported): November 12, 2004 

 
FactSet Research Systems Inc. 
(Exact name of Registrant as specified in its charter) 

 
					
Delaware	 	1-11869	 	13-3362547	
(State or other jurisdiction of
incorporation or organization)	 	(Commission File Number)	 	(I.R.S. Employer
Identification Number)	
 
601 Merritt 7 
Norwalk, Connecticut 06851-1091 
(Address of principal executive offices) 
 
(203) 810-1000 
(Registrant’s telephone number, including area code) 
 
Not Applicable 
(Former name or former address, if changed since last report) 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 
 
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 	
 
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 	
 
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 	
 
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 	

FactSet Research Systems Inc. is filing this Current Report on Form 8-K/A in order to amend its Current Report on Form 8-K, filed on September 1, 2004, and incorporated herein by reference, to provide certain financial disclosures required by Item 9.01 with respect to the acquisition of all the outstanding shares of Decision Data Systems B.V. (the owner of the JCF Group of companies) by FactSet Europe S.à.r.l. 
 
Item 2.01 Acquisition or Disposition of Assets 
 
On September 1, 2004, pursuant to a stock purchase agreement dated as of June 29, 2004, among FactSet Research Systems Inc., FactSet Europe S.à.r.l., Decision Data Luxembourg S.A. and the seller’s stockholder representative, FactSet Europe S.à.r.l. acquired from Decision Data Luxembourg S.A. all the outstanding stock of Decision Data System B.V. (“DDS”), the Netherlands holding company that owns all the stock of the JCF Group of companies, in exchange for 257,067 shares of Common Stock of FactSet Research Systems Inc. and €40,000,000. FactSet Europe S.à.r.l. is a wholly owned, Luxembourg-based subsidiary of FactSet Research Systems Inc. 
 
Item 9.01 Financial Statements and Exhibits 
 
(a)	Financial Statements of Businesses Acquired. 	
 
Financial Statements of DDS, together with accompanying notes, are included in Exhibits 99.2 and 99.3 and are incorporated herein by reference. 
 
(b)	Pro Forma Financial Information. 	
 
The pro forma financial information required by this Item 9 is included within. 
 
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 
 
The following unaudited pro forma combined condensed financial statements have been prepared to give effect to the acquisition of Decision Data System B.V. by FactSet Research Systems Inc. (“FDS”), using the purchase method of accounting and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined condensed financial statements. These pro forma statements were prepared as if this transaction had been completed as of September 1, 2002 for statements of income purposes and as of May 31, 2004 for balance sheet purposes. 
 
The unaudited pro forma combined condensed financial statements are presented for illustrative purposes only and are not necessarily indicative of the financial position or results of operations that would have actually been reported had this transaction occurred on September 1, 2002 for statements of income purposes and as of May 31, 2004 for balance sheet purposes, nor is it necessarily indicative of the future financial position or results of operations. The pro forma combined condensed financial statements include adjustments to reflect the allocation of purchase price to the acquired assets and assumed liabilities of DDS. The purchase price allocation for DDS is subject to revision as more detailed analysis is completed and additional information on the fair values of DDS’s assets and liabilities becomes available. Any change in the fair value of the net assets of DDS will change the amount of the purchase price allocable to goodwill. 

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET 
 
As of May 31, 2004 (In thousands) 

 	  	Historical
	  	Pro Forma
	 	
 	  	FactSet
	 	 	DDS
	  	Adjustments
	 	 	Combined
	 	
ASSETS	  	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
					
Cash and cash equivalents	  	$	40,152	 	 	$	5,935	  	$	—  	 	 	$	46,087	 	
Investments	  	 	59,614	 	 	 	3,275	  	 	(53,120	)(e)	 	 	9,769	 	
Receivables from clients and clearing brokers, net	  	 	39,807	 	 	 	3,748	  	 	—  	 	 	 	43,555	 	
Deferred taxes	  	 	5,870	 	 	 	—  	  	 	—  	 	 	 	5,870	 	
Other current assets	  	 	4,152	 	 	 	1,813	  	 	406	(g)	 	 	6,371	 	
 	  				 			  				 				
Total current assets	  	 	149,595	 	 	 	14,771	  	 	(52,714	)	 	 	111,652	 	
Property, equipment, and leasehold improvements, net	  	 	21,942	 	 	 	591	  	 	 	 	 	 	22,533	 	
Goodwill	  	 	19,937	 	 	 	958	  	 
 	(958
47,940	)(f)
(f)	 	 	67,877	 	
Intangible assets, net	  	 	6,387	 	 	 	—  	  	 	21,860	(f)	 	 	28,247	 	
Deferred taxes	  	 	4,365	 	 	 	—  	  	 	—  	 	 	 	4,365	 	
Other assets	  	 	2,266	 	 	 	—  	  	 	—  	 	 	 	2,266	 	
 	  				 			  				 				
Total assets	  	$	204,492	 	 	$	16,320	  	$	16,128	 	 	$	236,940	 	
 	  				 			  				 				
LIABILITIES AND STOCKHOLDERS’ EQUITY	  	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
					
Accounts payable and accrued expenses	  	$	16,131	 	 	$	2,702	  	$	—  	 	 	$	18,833	 	
Accrued compensation	  	 	14,018	 	 	 	1,650	  	 	640	(j)	 	 	16,308	 	
Deferred fees	  	 	9,827	 	 	 	8,062	  	 	(763	)(d)	 	 	17,126	 	
Dividends payable	  	 	2,174	 	 	 	—  	  	 	—  	 	 	 	2,174	 	
Taxes payable	  	 	6,399	 	 	 	1,178	  	 	—  	 	 	 	7,577	 	
 	  				 			  				 				
Total current liabilities	  	 	48,549	 	 	 	13,592	  	 	(123	)	 	 	62,018	 	
Deferred rent and other liabilities	  	 	7,479	 	 	 	—  	  	 	—  	 	 	 	7,479	 	
Deferred tax liability	  	 	—  	 	 	 	—  	  	 	7,214	(h)	 	 	7,214	 	
 	  				 			  				 				
Total liabilities	  	 	56,028	 	 	 	13,592	  	 	7,091	 	 	 	76,711	 	
 	  				 			  				 				
Stockholders’ Equity:	  	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Common stock	  	 	351	 	 	 	—  	  	 	3	(i)	 	 	354	 	
Capital in excess of par value	  	 	57,178	 	 	 	127	  	 
 	(455
12,090	)(i)
(i)	 	 	68,940	 	
Treasury stock, at cost	  	 	(139,506	)	 	 	—  	  	 	—  	 	 	 	(139,506	)	
Retained earnings	  	 	230,821	 	 	 	2,578	  	 	(2,578	)(i)	 	 	230,821	 	
Accumulated other comprehensive (loss) income	  	 	(380	)	 	 	23	  	 	(23	)(i)	 	 	(380	)	
 	  				 			  				 				
Total stockholders’ equity	  	 	148,464	 	 	 	2,728	  	 	9,037	 	 	 	160,229	 	
 	  				 			  				 				
Total liabilities and stockholders’ equity	  	$	204,492	 	 	$	16,320	  	$	16,128	 	 	$	236,940	 	

The accompanying notes are an integral part of these unaudited pro forma combined condensed financial statements. 

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME 
 
Year Ended August 31, 2003 
(In thousands, except per share data) 

 	  	 	  	 	  	Pro Forma
	
 	  	FactSet
	  	DDS
	  	Adjustments
	 	 	Combined
	
Revenues	  	$	222,295	  	$	14,476	  	$	(763	)(d)	 	$	236,008	
 	  			  			  				 			
Cost of services	  	 	66,286	  	 	4,761	  	 
 	(340
1,936	)(a)
(a)	 	 	72,643	
Selling, general and administrative	  	 	79,282	  	 	7,223	  	 	(406	)(g)	 	 	86,099	
 	  			  			  				 			
Total operating expenses	  	 	145,568	  	 	11,984	  	 	1,190	 	 	 	158,742	
 	  			  			  				 			
Income from operations	  	 	76,727	  	 	2,492	  	 	(1,953	)	 	 	77,266	
Other income	  	 	2,289	  	 	206	  	 	(810	)(e)	 	 	1,685	
 	  			  			  				 			
Income before income taxes	  	 	79,016	  	 	2,698	  	 	(2,763	)	 	 	78,951	
Provision for income taxes	  	 	27,578	  	 	1,081	  	 	(969	)(b)	 	 	27,690	
 	  			  			  				 			
Net income	  	$	51,438	  	$	1,617	  	$	(1,794	)	 	$	51,261	
 	  			  			  				 			
Basic earnings per common share	  	$	1.53	  	 	 	  	 	 	 	 	$	1.51	
 	  			  	 	 	  	 	 	 	 			
Diluted earnings per common share	  	$	1.48	  	 	 	  	 	 	 	 	$	1.46	
 	  			  	 	 	  	 	 	 	 			
Weighted average common shares (Basic)	  	 	33,637	  	 	 	  	 	257 	(c)	 	 	33,894	
 	  			  	 	 	  	 	 	 	 			
Weighted average common shares (Diluted)	  	 	34,816	  	 	 	  	 	257 	(c)	 	 	35,073	

The accompanying notes are an integral part of these unaudited pro forma combined condensed financial statements. 

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME 
 
Nine Months Ended May 31, 2004 
(In thousands, except per share data) 

 	  	 	  	 	  	Pro Forma
	
 	  	FactSet
	  	DDS
	  	Adjustments
	 	 	Combined
	
Revenues	  	$	184,228	  	$	13,595	  	$	(763	)	 	$	197,060	
 	  			  			  				 			
Cost of services	  	 	54,464	  	 	4,126	  	 
 	(288
1,721	)(a)
(a)	 	 	60,023	
Selling, general and administrative	  	 	65,391	  	 	6,807	  	 	(406	)(g)	 	 	71,792	
 	  			  			  				 			
Total operating expenses	  	 	119,855	  	 	10,933	  	 	1,027	 	 	 	131,815	
 	  			  			  				 			
Income from operations	  	 	64,373	  	 	2,662	  	 	(1,790	)	 	 	65,245	
Other income	  	 	1,644	  	 	148	  	 	(810	)(e)	 	 	982	
 	  			  			  				 			
Income before income taxes	  	 	66,017	  	 	2,810	  	 	(2,600	)	 	 	66,227	
Provision for income taxes	  	 	22,685	  	 	1,036	  	 	(895	)(b)	 	 	22,826	
 	  			  			  				 			
Net income	  	$	43,332	  	$	1,774	  	$	(1,705	)	 	$	43,401	
 	  			  			  				 			
Basic earnings per common share	  	$	1.33	  	 	 	  	 	 	 	 	$	1.32	
 	  			  	 	 	  	 	 	 	 			
Diluted earnings per common share	  	$	1.27	  	 	 	  	 	 	 	 	$	1.26	
 	  			  	 	 	  	 	 	 	 			
Weighted average common shares (Basic)	  	 	32,639	  	 	 	  	 	257	(c)	 	 	32,896	
 	  			  	 	 	  	 	 	 	 			
Weighted average common shares (Diluted)	  	 	34,091	  	 	 	  	 	257 	(c)	 	 	34,348	

The accompanying notes are an integral part of these unaudited pro forma combined condensed financial statements. 

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 
 
1.	Basis of Pro Forma Presentation 	
 
On September 1, 2004, pursuant to a stock purchase agreement dated as of June 29, 2004, among FactSet Research Systems Inc., FactSet Europe S.à.r.l., Decision Data Luxembourg S.A. and the seller’s stockholder representative, FactSet Europe S.à.r.l. acquired from Decision Data Luxembourg S.A. all the outstanding stock of Decision Data System B.V., the Netherlands holding company that owns all the stock of the JCF Group of companies, in exchange for 257,067 shares of Common Stock of FactSet Research Systems Inc. and €40,000,000. FactSet Europe S.à.r.l. is a wholly owned, Luxembourg-based subsidiary of FactSet Research Systems Inc. 
 
The unaudited pro forma condensed combined balance sheet at May 31, 2004 is presented to give effect to the acquisition of DDS by FDS had it been consummated on that date. The unaudited pro forma combined condensed statements of income of FDS and DDS for the year ended August 31, 2003 and the nine months ended May 31, 2004 are presented as if the transactions had been consummated on September 1, 2002. 
 
The unaudited pro forma combined condensed financial statements reflect an estimated purchase price of $65.2 million. The total purchase price of the acquisition is as follows (in thousands): 

Cash paid	  	$	51,077	
Fair value of FactSet common stock issued	  	 	12,093	
Estimated direct acquisition costs	  	 	2,043	
 	  			
Total purchase price	  	$	65,213	

The final purchase price is dependent on the actual direct acquisition costs. Under the purchase method of accounting, the total estimated purchase price is allocated to DDS’s net tangible and intangible assets based upon their estimated fair value as of the date of the acquisition. Based upon the purchase price and the valuation, the preliminary purchase price allocation, which is subject to change based on FactSet’s final analysis, is as follows (in thousands): 

Tangible assets acquired	  	$	12,965	 	
Amortizable intangible assets:	  	 	 	 	
Customer relationships	  	 	4,800	 	
Software technology	  	 	2,700	 	
Data content	  	 	13,200	 	
Trade name	  	 	1,000	 	
Non-competition agreements	  	 	160	 	
Goodwill	  	 	47,940	 	
 	  				
Total assets acquired	  	 	82,765	 	
		
Liabilities assumed	  	 	(17,552	)	
 	  				
Net assets acquired	  	$	65,213	 	

Intangible assets of $21.9 million have been allocated to amortizable intangible assets consisting of customer relationships, amortized over ten years using an accelerated amortization method; software technology, amortized over seven years using a straight-line amortization method; data content, amortized over twenty years using a straight-line amortization method; trade name, amortized over three years using a straight-line amortization method; and non-competition agreements, amortized between two and six years using a straight-line amortization method. 
 
Goodwill totaling $47.9 million represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. In accordance with Statement of Financial Accounting 
 
6 

Standards No. 142, Goodwill and Other Intangible Assets, goodwill will not be amortized and will be tested for impairment at least annually. Any change in the fair value of the net assets of DDS will change the amount of the purchase price allocable to goodwill. Final purchase accounting adjustments may therefore differ materially from the pro forma adjustments presented here. 
 
2.	Pro Forma Adjustments 	
 
Certain reclassifications have been made to confirm DDS’s historical amounts to FactSet’s financial statement presentation. 
 
The accompanying unaudited pro forma combined condensed financial statements have been prepared as if the acquisition was completed on May 31, 2004 for balance sheet purposes and as of September 1, 2002 for statements of income purposes and reflect the following pro forma adjustments: 
 
 	(a)	To eliminate the amortization of DDS historical goodwill and reflect amortization of the amortizable intangible assets from the acquisition. The weighted average life of amortizable intangible assets approximates 15 years. 	
 
 	(b)	To adjust the provision (benefit) for taxes to reflect the impact of DDS’s pro forma adjustments. The adjustment has been calculated using the effective tax rate of the combined companies. 	
 
 	(c)	To include the 257,067 FactSet common shares paid as part of the acquisition purchase price. 	
 
 	(d)	To adjust DDS deferred revenue to estimated fair value. 	
 
 	(e)	To reflect the cash payment for the DDS acquisition and the resulting decrease in interest income. 	
 
 	(f)	To establish amortizable intangible assets and non-amortizable goodwill resulting from the acquisition. 	
 
 	(g)	To adjust other current assets to include a prepaid commission asset to conform DDS’s accounting policies to FactSet’s policies. 	
 
 	(h)	To record deferred tax liability arising from the non-tax deductible intangible assets. 	
 
 	(i)	To eliminate the historical stockholders’ equity of DDS and record the issuance of 257,067 FactSet common shares paid as part of the acquisition price. 	
 
 	(j)	To record severance costs associated with the acquisition of DDS. 	
 
3.	Pro Forma Combined Net Income 	
 
Shares used to calculate unaudited pro forma combined net income per basic and diluted share were computed using FDS’s weighted average shares outstanding during the respective periods plus the issuance of 257,067 FactSet common shares in connection with the DDS acquisition. 
 
 	(c)	Exhibits. 	

Exhibit No.
	  	Description
	
10.1	  	Stock Purchase Agreement, dated as of June 29, 2004, among FactSet Research Systems Inc., FactSet Europe S.à.r.l., Decision Data Luxembourg S.A. and the seller’s stockholder representative (as defined therein)*	
		
23.1	  	Consent of Constantin Reviseurs d’Entreprises	
		
99.1	  	Press Release, dated as of September 1, 2004*	
		
99.2	  	Audited Financial Statements as of December 31, 2003 of Decision Data System B.V.	
		
99.3	  	Unaudited Financial Statements as of June 30, 2004 of Decision Data System B.V.	

*	Previously filed. 	

SIGNATURES 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

 	 	FACTSET RESEARCH SYSTEMS INC.	
 	 	(Registrant)	
			
Date:November 12, 2004	 	By:	 	/s/ ERNEST S. WONG
	
 	 	 	 	Ernest S. Wong,	
 	 	 	 	Senior Vice President, Chief Financial Officer,	
 	 	 	 	Treasurer and Secretary	
EXHIBIT 23.1 
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
 
We hereby consent to the inclusion on Form 8-K of FactSet Research Systems Inc. of our report dated October 8, 2004 relating to the financial statements of Decision Data System BV for the twelve months ended December 31, 2003. 
 
Constantin Reviseurs d’Entreprises 
Represented by Rene Van Asbroeck 
partner 
 
EXHIBIT 99.2 
 
Financial statements 2003 of 
Decision Data System B.V. 
The Hague 
 
TABLE OF CONTENTS 

 	  	 	  	Page
	
A.	  	FINANCIAL STATEMENTS 2003	  	 	
			
 	  	Consolidated balance sheet at December 31, 2003	  	2	
 	  	Consolidated profit and loss account for the year ended December 31, 2003	  	4	
 	  	Consolidated cash-flow statement	  	5	
 	  	Notes to the consolidated financial statements	  	6	
 	  	Notes to the consolidated balance sheet	  	10	
 	  	Notes to the consolidated profit and loss account	  	15	
 	  	Auditors’ report	  	17	
			
B.	  	SUPPLEMENTARY INFORMATION	  	 	
			
 	  	Supplemental Disclosures Required Under the US GAAP and	  	 	
 	  	Securities and Exchange Commission Regulations	  	16	

A. FINANCIAL STATEMENTS 2003 
 
Decision Data System B.V. 
The Hague 
 
CONSOLIDATED BALANCE SHEET 

 	  	December 31,
2003
	
 	  	€	
FIXED ASSETS	  	 	
		
Intangible fixed assets	  	913,675	
 	  		
Tangible fixed assets	  	473,322	
 	  		
CURRENT ASSETS	  	 	
		
Debtors	  	 	
		
Trade debtors	  	1,830,421	
Other debtors, prepayments and accrued income	  	965,891	
 	  		
 	  	2,796,312	
 	  		
Securities	  	2,349,030	
 	  		
Bank and cash	  	4,164,819	
 	  		
 	  	10,697,158	

AS AT DECEMBER 31, 2003 (after appropriation of the result) 

 	  	December 31,
2003
	
 	  	€	
GROUP EQUITY	  	1,495,157	
		
Minority interest	  	—  	
 	  		
LONG-TERM LIABILITIES	  	—  	
 	  		
SHORT-TERM LIABILITIES (< 1 year)	  	 	
		
Credit institutions	  	26,307	
Trade creditors	  	884,505	
Taxes and social security charges	  	2,044,303	
Other liabilities and accruals	  	6,246,886	
 	  		
 	  	9,202,001	
 	  		
 	  	10,697,158	

Decision Data System B.V. 
The Hague 
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR 
ENDED DECEMBER 31, 2003 

 	  	2003
	 	
 	  	€	 	 	€	 	
Net turnover	  	14,163,266	 	 	 	 	
Cost of sales	  	(2,260,487	)	 	 	 	
 	  			 	 	 	
Gross margin	  	 	 	 	11,902,779	 	
			
Salaries and wages	  	5,229,279	 	 	 	 	
Social charges and pension charges	  	1,841,985	 	 	 	 	
Depreciation of tangible and	  	 	 	 	 	 	
intangible fixed assets	  	464,803	 	 	 	 	
Other operating expenses	  	2,278,467	 	 	 	 	
 	  			 	 	 	
 	  	 	 	 	9,814,534	 	
 	  	 	 	 			
OPERATING RESULT	  	 	 	 	2,088,245	 	
			
Financial income and expenses	  	 	 	 	239,374	 	
 	  	 	 	 			
RESULT BEFORE TAXES	  	 	 	 	2,327,619	 	
			
Taxation on result from ordinary activities	  	 	 	 	(637,657	)	
 	  	 	 	 			
RESULT AFTER TAX	  	 	 	 	1,689,962	 	
			
Minority interest	  	 	 	 	—  	 	
 	  	 	 	 			
NET RESULT	  	 	 	 	1,689,962	 	

Decision Data System B.V. 
The Hague 
 
CONSOLIDATED CASH-FLOW STATEMENT 

 	  	2003
	 	
 	  	€	 	
Cash funds at the beginning of the period	  	4,710,325	 	
		
Result from consolidation at equity	  	1,689,963	 	
Depreciation of tangible and intangible assets	  	136,957	 	
Other non-cash expenses	  	690,236	 	
Changes in trade receivables	  	123,556	 	
Changes in other assets	  	(293,358	)	
Changes in trade liabilities, other liabilities	  	181,897	 	
Changes in deferred revenue	  	313,552	 	
Changes in accruals - Creditors	  	(1,041,053	)	
 	  			
Cash-flows from operating activities	  	1,801,750	 	
 	  			
Payments related to investments in tangible fixed assets	  	(143,970	)	
Payments related to investments in intangible fixed assets	  	(4,530	)	
Acquisition of subsidiaries net of liquid assets	  	(311,542	)	
Payments and receipts in connection with cash investments	  	(1,308,392	)	
 	  			
Cash-flows from investing activities	  	(1,768,434	)	
 	  			
Cash proceeds from issuing bonds/loans	  	1,570,036	 	
Payments of dividends by the holding company	  	(2,010,050	)	
Payments related to repayments of bonds/loans	  	(178	)	
Other changes in shareholders´ equity	  	(177,284	)	
Other changes in minority interests	  	12,347	 	
 	  			
Cash-flows from financing activities	  	(605,129	)	
 	  			
Cash funds at the end of the period	  	4,138,512	 	
Change in cash funds from cash relevant transactions	  	(571,813	)	
Cash funds at the beginning of the period	  	4,710,325	 	
 	  			
Cash-funds at the end of the period	  	4,138,512	 	

Decision Data System B.V. 
The Hague 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 
GENERAL 
 
Decision Data System B.V. is a company incorporated in The Netherlands. The principal activities of the Company and its subsidiaries (the Group) are the provision of financial market data and software solutions to financial institutions, online services and corporate clients. 
 
The financial statements are presented in euros, the currency in which the majority of the Group’s transactions are denominated. 
 
SIGNIFICANT ACCOUNTING POLICIES 
 
The financial statements have been prepared in accordance with International Accounting Standards (IAS) and generally accepted accounting principles in the Netherlands. 
 
The financial statements have been prepared on the historical cost basis, except for the revaluation of marketable securities. 
 
The principal accounting policies adopted are set out below. 
 
Basis of Consolidation 
 
The consolidated financial statements incorporate the financial statements of the Company and enterprises controlled by the Company (its subsidiaries) made up to 31 December. Control is achieved where the Company has the power to govern the financial and operating policies of an investee enterprise so as to obtain benefits from its activities. 
 
On acquisition, the assets and liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess (deficiency) of the cost of acquisition over (below) the fair values of the identifiable net assets acquired is recognised as goodwill (negative goodwill). The interest of minority shareholders is stated at the minority’s proportion of the fair values of the assets and liabilities recognised. 
 
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. 
 
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. 
 
All significant inter-company transactions and balances between group enterprises are eliminated on consolidation. 
 
Revenue Recognition 
 
Subscription Revenu e - Clients are generally invoiced annually, in advance, in accordance with the subscription agreement between the client and the Group. 
 
Subscription revenue is earned each month as the subscribed for service is delivered to clients, according to the specific subscription and the number of users licensed under each subscription agreement. Revenue is recognized when all the following criteria are met: 
 
•	The client subscribes to JCF Quant of JCF Data, 	

•	the above services have been rendered and earned during the month, 	
 
•	the amount of the subscription is fixed and determinable based on established rates for each product offering, pursuant to a subscription agreement or client order form, and 	
 
•	collectibility is reasonably assured. 	
 
Services Revenue is comprised of license fees, development fees and maintenance fees pursuant to agreements with each client. License fees and development fees are recognized on a percentage of completion basis. Maintenance fees are recognized rateably over the term of the maintenance agreement. 
 
Foreign Currencies 
 
Transactions in currencies other than Euros are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains and losses arising on exchange are included in net profit or loss for the period, except for exchange differences arising on non-monetary assets and liabilities where the changes in fair value are recorded directly in equity. 
 
On consolidation, the assets and liabilities of the Group’s overseas operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are classified as equity and transferred to the Group’s translation reserve. Such translation differences are recognised as income or as expenses in the period in which the operation is disposed of. 
 
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. 
 
Taxation 
 
Income tax expense represents the sum of the tax currently payable and deferred tax. 
 
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. 
 
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. 
 
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill (or negative goodwill) or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. 
 
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. 

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 
 
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. 
 
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. 
 
Intangible fixed assets 
 
Patents and trademarks are measured initially at purchase cost and are amortised on a straight-line basis over their estimated useful lives. 
 
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill is recognised as an asset and amortised on a straight-line basis over its estimated useful life. 
 
Tangible fixed assets 
 
Tangible fixed assets are stated at the lower of cost, less accumulated depreciation and net realizable value. Tangible fixed assets are measured initially at purchase cost and are amortised on a straight-line basis over their estimated useful lives. 
 
Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. 
 
Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction, over their estimated useful lives, using the straight-line method. 
 
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in income. 
 
Impairment 
 
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. 
 
Recoverable amount is the greater of net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. 
 
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. 
 
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised 

for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. 
 
Investments 
 
Investments are recognised on a trade-date basis and are initially measured at cost, including transaction costs. 
 
At subsequent reporting dates, debt securities that the Group has the expressed intention and ability to hold to maturity (held-to-maturity debt securities) are measured at amortised cost, less any impairment loss recognised to reflect irrecoverable amounts. The annual amortisation of any discount or premium on the acquisition of a held-to-maturity security is aggregated with other investment income receivable over the term of the instrument so that the revenue recognised in each period represents a constant yield on the investment. 
 
Investments other than held-to-maturity debt securities are classified as either held-for-trading or available-for-sale, and are measured at subsequent reporting dates at fair value. Where securities are held for trading purposes, gains and losses arising from changes in fair value are included in net profit or loss for the period. For available-for-sale investments, gains and losses arising from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the net profit or loss for the period. 
 
Trade receivables and other current assets 
 
Trade receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts. 
 
Credit institutions 
 
Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis to the profit and loss account using effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. 
 
Short term liabilities 
 
Trade payables are stated at their nominal value. 

Decision Data System B.V. 
The Hague 
 
NOTES TO THE CONSOLIDATED BALANCE SHEET 

 	  	31-12-2003
	
 	  	€	
INTANGIBLE FIXED ASSETS	  	 	
		
This item consists of:	  	 	
		
Patent and trademarks	  	514	
		
Goodwill	  	913,161	

			
 	  	€
	
Patents and trademarks	  	 	
		
COST	  	 	
		
At January 1, 2003	  	58,884	
Additions	  	4,420	
 	  		
At December 31, 2003	  	63,304	
 	  		
AMORTISATION	  	 	
		
At January 1, 2003	  	50,295	
Charge for the year	  	12,495	
 	  		
At December 31, 2003	  	62,790	
 	  		
CARRYING AMOUNT	  	 	
		
At December 31, 2003	  	514	

 	  	€
	
Goodwill	  	 	
		
COST	  	 	
		
At January 1, 2003	  	1,498,752	
Arising on acquisition of a subsidiary	  	160,732	
 	  		
At December 31, 2003	  	1,659,484	
 	  		
AMORTISATION	  	 	
		
At January 1, 2003	  	418,478	
Charge for the year	  	327,845	
 	  		
At December 31, 2003	  	746,323	
 	  		
CARRYING AMOUNT	  	 	
		
At December 31, 2003	  	913,161	

Goodwill is amortized over its estimated useful life. The foreseeable life of the goodwill arising on past acquisitions is 5 years. 
 
TANGIBLE FIXED ASSETS 

 	  	Land and
buildings
	  	Fixtures and
equipment
	 	 	Total
	 	
 	  	€	  	€	 	 	€	 	
COST	  	 	  	 	 	 	 	 	
At January 1, 2003	  	35,989	  	908,746	 	 	944,735	 	
Additions	  	4,292	  	228,096	 	 	232,388	 	
Exchange differences	  	—  	  	(13,695	)	 	(13,695	)	
Disposals	  	—  	  	(74,723	)	 	(74,723	)	
 	  		  			 			
At December 31, 2003	  	40,281	  	1,048,424	 	 	1,088,705	 	
 	  		  			 			
ACCUMULATED DEPRECIATION AND IMPAIRMENT	  	 	  	 	 	 	 	 	
At January 1, 2003	  	17,636	  	473,396	 	 	491,032	 	
Charge for the year	  	4,385	  	195,347	 	 	199,732	 	
Exchange differences	  	—  	  	(6,303	)	 	(6,303	)	
Eliminated on disposals	  	—  	  	(69,078	)	 	(69,078	)	
 	  		  			 			
At December 31, 2003	  	22,021	  	593,362	 	 	615,383	 	
 	  		  			 			
CARRYING AMOUNT	  	 	  	 	 	 	 	 	
At December 31, 2003	  	18,260	  	455,062	 	 	473,322	 	

The estimated useful lives of buildings is 20 years. For fixtures and equipment 3-10 years is applied. 
 
TRADE DEBTORS 
 
Trade receivables at the balance sheet date comprise of: 

 	  	Year ended
31-12-2003
	 	
 	  	€	 	
Trade receivables	  	1,871,850	 	
Provisions for bad debts	  	(41,429	)	
 	  			
 	  	1,830,421	 	

OTHER DEBTORS, PREPAYMENTS AND ACCRUED INCOME 
 
Other debtors, prepayments and accrued income at the balance sheet date comprise of: 

Prepaid expenses	  	233,151	
Deposits	  	133,819	
Advances to employees	  	25,190	
Loans	  	433,491	
Receivable from taxation	  	140,240	
 	  		
 	  	965,891	

SECURITIES 
 
Securities at the balance sheet date comprise of marketable securities which have been revalued at the year end. 
 
BANK AND CASH 
 
Bank balances and cash comprise cash held by the Group and short-term bank deposits with an original maturity of 90 days. The carrying amount of these assets approximates to their fair value. 
 
Credit Risk 
 
The Group’s principal financial assets are bank balances and cash, trade and other receivables and investments, which represent the Group’s maximum exposure to credit risk in relation to financial assets. 
 
The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables, estimated by the Group’s management based on prior experience and their assessment of the current economic environment. The Group has no significant concentration of credit risk, with exposure spread over a large number of customers. 
 
CREDIT INSTITUTIONS 

 	  	2003
	
 	  	€	
Bank overdrafts	  	26,307	

The borrowings are repayable on demand or within one year. 

 	  	31-12-2003
	
 	  	€	
OTHER LIABILITIES AND ACCRUALS	  	 	
		
Deferred income	  	4,503,386	
Other creditors	  	 	
- Management fees accrued in B.V.	  	138,906	
- Accrued expenses	  	678,818	
- Accrued compensation expense	  	 	
- Commissions	  	293,156	
- Debts	  	584,261	
- Other liabilities	  	48,359	
 	  		
 	  	6,246,886	

OTHER FINANCIAL LIABILITIES 
 
Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 45 days. 
 
The directors consider that the carrying amount of trade payables approximates to their fair value. 
 
OPERATING LEASE ARRANGEMENTS 
 
The Group as Lessee 

 	  	31-12-2003
	
 	  	€	
Minimum lease payments under operating	  	 	
leases recognised in income for the year	  	455,460	

At the balance sheet date, the Group had outstanding commitments under non-cancelable operating leases, which fall due as follows: 

 	  	2003
	
 	  	€	
Within one year	  	484,846	
In the second to fifth year inclusive	  	627,776	
After five years	  	—  	
 	  		
 	  	1,112,622	

EVENTS AFTER THE BALANCE SHEET DATE 
 
None. 

RELATED PARTY TRANSACTIONS 
 
During the periods covered, group companies entered into the following transactions with related parties who are not members of the Group: 

 	  	Purchases from
	  	Amounts owed to/from
related parties
	
 	  	2003
	  	2002
	  	2003
	  	2002
	
 	  	€	  	€	  	€	  	€	
Managing Director of a subsidiary	  	140,000	  	—  	  	140,000	  	—  	
Shareholder of SoftPartner SAS	  	—  	  	1,185,000	  	300,000	  	600,000	
Director of a subsidiary	  	9,908	  	9,908	  	—  	  	—  	
Daughter of a Director	  	517,088	  	282,488	  	17,800	  	100,078	
Manis Management Consulting	  	93,385	  	91,977	  	—  	  	—  	
MKY Financial Software Limited	  	583,829	  	413,472	  	638,236	  	691,274	
Managing Director of a subsidiary	  	 	  	 	  	433,500	  	—  	
Decision Data Luxembourg SA	  	 	  	 	  	—  	  	2,000,000	
 
In fiscal year 2003, the group purchased from the Managing Director of one of the Group’s subsidiaries, the shares in such subsidiary held by him. 
 
In fiscal year 2002, the group purchased from the shareholder of SoftPartner SAS his interest in SoftPartner SAS. 
 
A director of a Subsidiary of the Group receives consulting fees from a second group company. 
 
The Group is party to an agreement with the daughter of a director of the Group. This person acts as a sales representative for the Group in Spain and Portugal. Her remuneration is based on three components, 1) the value of new contracts signed in the territory, 2) the aggregate value of the territory on a monthly basis and 3) the aggregate value of the territory as of the termination date of the agreement. 
 
The Group is party to an agreement with Manis Management Consultants (MMC), an entity controlled by the brother of a director of the Group. MMC acts as a sales representative for the Group in Canada. Manis’s remuneration is based on three components, 1) the value of new contracts signed in the territory, 2) the aggregate value of the territory on a monthly basis and 3) the aggregate value of the territory as of the termination date of the agreement. 
 
The Group is party to an agreement with MKY Financial Software Limited (MKY), an entity controlled by a director of the Group, under which MKY has granted to the Group an exclusive license to develop, market and sell certain software, in exchange for a fixed percentage of license revenues earned by the Group. 
 
In fiscal year 2003, the group made an advance to the managing director of a subsidiary in the group. The advance is expected to be repaid in 2004. 
 
On 16 December 2002 the company made a loan to Decision Data Luxembourg SA, shareholder of the company. This loan was repaid on the 18 September 2003 in full. Interest charged on the loan amounted to 2.65% and was repaid together with the loan principal. 

Decision Data System B.V. 
The Hague 
 
NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT 
 
REVENUE 
 
An analysis of the Group’s revenue is as follows: 

 	  	Year ended
31-12-2003
	
 	  	€	
Sales of goods (subscription)	  	11,955,619	
Sales of services (consulting)	  	1,885,303	
 	  		
 	  	13,840,922	
Other operating income	  	322,344	
 	  		
 	  	14,163,266	

Personnel 
 
During the 2003 year the average number of employees was 112. 

Supplemental Disclosures Required Under the US GAAP and Securities and Exchange Commission Regulations 
 
The following information has been prepared to present supplemental disclosures required under US GAAP and the U.S. Securities and Exchange Commission (SEC) regulations. 
 
1. Reconciliation of Shareholders’ Equity to US GAAP 

 	  	2003
	
ISA/IFRS GAAP shareholders’ equity as reported in the Consolidated Statement of Financial Position	  	€	1,495	
Adjustments to conform to US GAAP:(a)	  	 	 	
Business combinations and goodwill	  	 	518	
Reclassification of Minority interests outside Shareholders’ equity	  	 	0	
Tax effect	  	 	0	
 	  			
US GAAP shareholders’ equity	  	€	2,013	

(a)	For 2003, the impact of the adjustment on ISA/IFRS GAAP Consolidated Statement of Financial Position is: 	
 
 	•	Business combinations and goodwill: “Goodwill, net”. These adjustments mainly impact gross amount of goodwill due to differences in accounting standards between IAS/IFRS (amortization over useful life) and US GAAP (net book values as of December 15, 2001; gross amounts for subsequent acquisitions; impairment test on remaining goodwill values). 	
 
 	•	Under US GAAP, Minority interests should be reported outside Shareholders’ equity. 	
 
2. Reconciliation of Net Profit to US GAAP 

 	  	2003
	
ISA/IFRS GAAP net profit as reported in the Consolidated Statement of Income	  	€	1,690	
Adjustments to conform to US GAAP :	  	 	 	
Business combination and goodwill(a)	  	 	328	
 	  			
US GAAP net profit	  	€	2,018	

(a)	Amortization of goodwill in IAS/IFRS GAAP is reversed, since goodwill is no longer amortized under US GAAP. 	

Report of Independent Auditors 
 
To the Shareholders of JCF Group: 
 
Constantin Netherlands have audited the accompanying consolidated statement of financial position of JCF Group and subsidiaries (together the “Company”), as of December 31, 2003, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the period ended December 31, 2003, expressed in Euros and prepared in conformity with accounting principles generally accepted under IAS/IFRS. We, Constantin Réviseurs d’Entreprises, Belgium, have audited the information presented in attached supplemental disclosures which includes the effect of the differences between accounting principles generally accepted under IAS/IFRS and generally accepted accounting principles in the United States of America on the Company’s consolidated net income and shareholder’s equity as of and for the year ended December 31, 2003. These financial statements, as well as the supplemental information, are the responsibility of the Company’s management. Our responsibility is to express an opinion on the information included in the supplemental disclosures based on our audits. 
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the information included in the supplemental disclosures is 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 statements presentation. We believe that our audits provide a reasonable basis for our opinion. 
 
The accounting practices of the Company used in preparing the accompanying consolidated financial statements under IAS/IFRS vary in certain respects from generally accepted accounting principles in the United States of America. A description of the significant differences between the Company’s accounting practices and generally accepted accounting principles in the United States of America and the effect of those differences on the consolidated net profit for the year ended December 31, 2003 and shareholders’ equity as of December 31, 2003 is set forth in the attached supplemental disclosures. 
 
In our opinion, the information included in the supplemental disclosures referred to above present fairly, in all material respects, the information required with respect to generally accepted accounting principles in the United States of America as of and for the year ended December 31, 2003. 
 
October 8, 2004 
Constantin Réviseurs d’Entreprises, represented by 
René Van Asbroeck, Partner 
EXHIBIT 99.3 
 
Unaudited Financial Statements as of June 30, 2004 
Decision Data System B.V. 
The Hague 
 
A. FINANCIAL STATEMENTS JUNE 30, 2004 
 
Decision Data System B.V. 
The Hague 
 
CONSOLIDATED BALANCE SHEET 

 	  	June 30, 2004
	
 	  	€	
FIXED ASSETS	  	 	
		
Intangible fixed assets	  	777,821	
 	  		
Tangible fixed assets	  	476,871	
 	  		
CURRENT ASSETS	  	 	
		
Debtors	  	 	
Trade debtors	  	3,367,087	
Other debtors, prepayments and accrued income	  	1,380,684	
 	  		
 	  	4,747,771	
 	  		
Securities	  	1,789,718	
 	  		
Bank and cash	  	5,466,408	
 	  		
 	  	13,258,589	

AS AT JUNE 30, 2004 (after appropriation of the result) 

 	  	June 30, 2004
	
 	  	€	
GROUP EQUITY	  	2,221,662	
 	  		
Minority interest	  	—  	
 	  		
LONG-TERM LIABILITIES	  	—  	
 	  		
SHORT-TERM LIABILITIES (< 1 year)	  	 	
 	  		
Credit institutions	  	—  	
Trade creditors	  	626,511	
Taxes and social security charges	  	1,681,438	
Other liabilities and accruals	  	8,728,978	
 	  	11,036,927	
 	  		
 	  	13,258,589	

Decision Data System B.V. 
The Hague 
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE SIX MONTHS 
ENDED JUNE 30, 2004 

 	  	2004
	
 	  	€	 	 	€	
Net turnover	  	8,076,494	 	 	 	
Cost of sales	  	(1,112,533	)	 	 	
 	  			 	 	
Gross margin	  	 	 	 	6,963,961	
			
Salaries and wages	  	3,107,005	 	 	 	
Social charges and pension charges	  	1,076,310	 	 	 	
Depreciation of tangible and intangible fixed assets	  	247,960	 	 	 	
Other operating expenses	  	1,639,607	 	 	 	
 	  			 	 	
 	  	 	 	 	6,070,882	
 	  	 	 	 		
OPERATING RESULT	  	 	 	 	893,079	
			
Financial income and expenses	  	 	 	 	53,549	
 	  	 	 	 		
RESULT BEFORE TAXES	  	 	 	 	946,628	
			
Taxation on result from ordinary activities	  	 	 	 	314,848	
 	  	 	 	 		
RESULT AFTER TAX	  	 	 	 	631,780	
 	  	 	 	 		
Minority interest	  	 	 	 	—  	
 	  	 	 	 		
NET RESULT	  	 	 	 	631,780	

Decision Data System B.V. 
The Hague 
 
CONSOLIDATED CASH-FLOW STATEMENT 

 	  	2004
	 	
 	  	€	 	
Cash funds at the beginning of the period	  	4,138,512	 	
		
Result from consolidation at equity	  	631,780	 	
Depreciation of tangible and intangible assets	  	93,189	 	
Other non-cash expenses	  	133,194	 	
Profit/Loss on disposals of fixed assets	  	(9,663	)	
Profit/Loss on disposals of investments	  	(11,450	)	
Changes in trade receivables	  	(1,536,666	)	
Changes in other assets	  	(393,001	)	
Changes in trade liabilities, other liabilities	  	(670,107	)	
Changes in deferred revenue	  	2,411,830	 	
Changes in accruals - Creditors	  	119,511	 	
 	  			
Cash-flows from operating activities	  	768,617	 	
 	  			
Payments related to investments in tangible fixed assets	  	(83,562	)	
Payments related to investments in intangible fixed assets	  	(22,320	)	
Payments and receipts in connection with cash investments	  	592,228	 	
 	  			
Cash-flows from investing activities	  	486,346	 	
 	  			
Cash proceeds from issuing bonds/loans	  	(21,792	)	
Other changes in shareholders´ equity	  	94,725	 	
 	  			
Cash-flows from financing activities	  	72,933	 	
 	  			
Cash funds at the end of the period	  	5,466,408	 	
 	  			
Change in cash funds from cash relevant transactions	  	1,327,896	 	
Cash funds at the beginning of the period	  	4,138,512	 	
 	  			
Cash-funds at the end of the period	  	5,466,408	 	

Decision Data System B.V. 
The Hague 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 
GENERAL 
 
Decision Data System B.V. is a company incorporated in The Netherlands. The principal activities of the Company and its subsidiaries (the Group) are the provision of financial market data and software solutions to financial institutions, online services and corporate clients. 
 
The financial statements are presented in euros, the currency in which the majority of the Group’s transactions are denominated. 
 
SIGNIFICANT ACCOUNTING POLICIES 
 
The financial statements have been prepared in accordance with International Accounting Standards (IAS) and generally accepted accounting principles in the Netherlands. 
 
The financial statements have been prepared on the historical cost basis, except for the revaluation of marketable securities. 
 
The principal accounting policies adopted are set out below. 
 
Basis of Consolidation 
 
The consolidated financial statements incorporate the financial statements of the Company and enterprises controlled by the Company (its subsidiaries) made up to 30 June. Control is achieved where the Company has the power to govern the financial and operating policies of an investee enterprise so as to obtain benefits from its activities. 
 
On acquisition, the assets and liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess (deficiency) of the cost of acquisition over (below) the fair values of the identifiable net assets acquired is recognised as goodwill (negative goodwill). The interest of minority shareholders is stated at the minority’s proportion of the fair values of the assets and liabilities recognised. 
 
The results of subsidiaries acquired or disposed of during the six month period are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. 
 
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. 
 
All significant inter-company transactions and balances between group enterprises are eliminated on consolidation. 
 
Revenue Recognition 
 
Subscription Revenue - Clients are generally invoiced annually, in advance, in accordance with the subscription agreement between the client and the Group. 
 
Subscription revenue is earned each month as the subscribed for service is delivered to clients, according to the specific subscription and the number of users licensed under each subscription agreement. Revenue is recognized when all the following criteria are met: 
 
•	The client subscribes to JCF Quant of JCF Data, 	

•	the above services have been rendered and earned during the month, 	
 
•	the amount of the subscription is fixed and determinable based on established rates for each product offering, pursuant to a subscription agreement or client order form, and 	
 
•	collectibility is reasonably assured. 	
 
Services Revenue is comprised of license fees, development fees and maintenance fees pursuant to agreements with each client. License fees and development fees are recognized on a percentage of completion basis. Maintenance fees are recognized rateably over the term of the maintenance agreement. 
 
Foreign Currencies 
 
Transactions in currencies other than Euros are recorded at the rates of exchange prevailing on the dates of the transactions. At the balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains and losses arising on exchange are included in net profit or loss for the period, except for exchange differences arising on non-monetary assets and liabilities where the changes in fair value are recorded directly in equity. 
 
On consolidation, the assets and liabilities of the Group’s overseas operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are classified as equity and transferred to the Group’s translation reserve. Such translation differences are recognised as income or as expenses in the period in which the operation is disposed of. 
 
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. 
 
Taxation 
 
Income tax expense represents the sum of the tax currently payable and deferred tax. 
 
The tax currently payable is based on taxable profit for the six month period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. 
 
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. 
 
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill (or negative goodwill) or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. 
 
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. 

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 
 
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. 
 
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. 
 
Intangible fixed assets 
 
Patents and trademarks are measured initially at purchase cost and are amortised on a straight-line basis over their estimated useful lives. 
 
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill is recognised as an asset and amortised on a straight-line basis over its estimated useful life. 
 
Tangible fixed assets 
 
Tangible fixed assets are stated at the lower of cost, less accumulated depreciation and net realizable value. Tangible fixed assets are measured initially at purchase cost and are amortised on a straight-line basis over their estimated useful lives. 
 
Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. 
 
Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction, over their estimated useful lives, using the straight-line method. 
 
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in income. 
 
Impairment 
 
At the balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. 
 
Recoverable amount is the greater of net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. 
 
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. 
 
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised 

for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. 
 
Investments 
 
Investments are recognised on a trade-date basis and are initially measured at cost, including transaction costs. 
 
At subsequent reporting dates, debt securities that the Group has the expressed intention and ability to hold to maturity (held-to-maturity debt securities) are measured at amortised cost, less any impairment loss recognised to reflect irrecoverable amounts. The annual amortisation of any discount or premium on the acquisition of a held-to-maturity security is aggregated with other investment income receivable over the term of the instrument so that the revenue recognised in each period represents a constant yield on the investment. 
 
Investments other than held-to-maturity debt securities are classified as either held-for-trading or available-for-sale, and are measured at subsequent reporting dates at fair value. Where securities are held for trading purposes, gains and losses arising from changes in fair value are included in net profit or loss for the period. For available-for-sale investments, gains and losses arising from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the net profit or loss for the period. 
 
Trade receivables and other current assets 
 
Trade receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts. 
 
Credit institutions 
 
Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis to the profit and loss account using effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. 
 
Short term liabilities 
 
Trade payables are stated at their nominal value. 

Decision Data System B.V. 
The Hague 
 
NOTES TO THE CONSOLIDATED BALANCE SHEET 

 	  	30-6-2004
	
 	  	€	
INTANGIBLE FIXED ASSETS	  	 	
		
This item consists of:	  	 	
		
Patent and trademarks	  	19,431	
Goodwill	  	758,390	
 	  		
 	  	777,821	

 	  	€
	
Patents and trademarks	  	 	
		
COST	  	 	
		
At January 1, 2004	  	63,304	
Additions	  	22,430	
 	  		
At June 30, 2004	  	85,734	
 	  		
AMORTISATION	  	 	
		
At January 1, 2004	  	62,790	
		
Charge for the year	  	3,513	
 	  		
At June 30, 2004	  	66,303	
 	  		
CARRYING AMOUNT	  	 	
		
At June 30, 2004	  	19,431	

			
 	  	€
	
Goodwill	  	 	
		
COST	  	 	
		
At January 1, 2004	  	1,659,484	
 	  		
At June 30, 2004	  	1,659,484	
 	  		
AMORTISATION	  	 	
		
At January 1, 2004	  	746,323	
Charge for the year	  	154,771	
 	  		
At June 30, 2004	  	901,094	
 	  		
CARRYING AMOUNT	  	 	
		
At June 30, 2004	  	758,390	

Goodwill is amortized over its estimated useful life. The foreseeable life of the goodwill arising on past acquisitions is 5 years. 
 
TANGIBLE FIXED ASSETS 

 	  	Land and
buildings
	  	Fixtures and
equipment
	 	 	Total
	 	
 	  	€	  	€	 	 	€	 	
COST	  	 	  	 	 	 	 	 	
At January 1, 2004	  	40,281	  	1,048,424	 	 	1,088,705	 	
Additions	  	—  	  	105,631	 	 	105,631	 	
Exchange differences	  	—  	  	8,630	 	 	8,630	 	
Disposals	  	—  	  	(38,513	)	 	(38,513	)	
 	  		  			 			
At June 30, 2004	  	40,281	  	1,124,173	 	 	1,164,454	 	
 	  		  			 			
ACCUMULATED DEPRECIATION AND IMPAIRMENT	  	 	  	 	 	 	 	 	
At January 1, 2004	  	22,021	  	593,362	 	 	615,383	 	
Charge for the year	  	2,209	  	87,467	 	 	89,676	 	
Exchange differences	  	—  	  	5,245	 	 	5,245	 	
Eliminated on disposals	  	—  	  	(22,721	)	 	(22,721	)	
 	  		  			 			
At June 30, 2004	  	24,230	  	663,353	 	 	687,583	 	
 	  		  			 			
CARRYING AMOUNT	  	 	  	 	 	 	 	 	
At June 30, 2004	  	16,051	  	460,820	 	 	476,871	 	

The estimated useful lives of buildings is 20 years. For fixtures and equipment 3-10 years is applied. 
 
TRADE DEBTORS 
 
Trade receivables at the balance sheet date comprise of: 

 	  	Six months
ended
30-6-2004
	 	
 	  	€	 	
Trade receivables	  	3,409,901	 	
Provisions for bad debts	  	(42,814	)	
 	  			
 	  	3,367,087	 	

OTHER DEBTORS, PREPAYMENTS AND ACCRUED INCOME 
 
Other debtors, prepayments and accrued income at the balance sheet date comprise of: 

Prepaid expenses	  	630,490	
Deposits	  	136,243	
Advances to employees	  	11,379	
Loans	  	455,283	
Receivable from taxation	  	147,289	
 	  		
 	  	1,380,684	

SECURITIES 
 
Securities at the balance sheet date comprise of marketable securities which have been revalued at June 30, 2004. 
 
BANK AND CASH 
 
Bank balances and cash comprise cash held by the Group and short-term bank deposits with an original maturity of 90 days. The carrying amount of these assets approximates to their fair value. 
 
Credit Risk 
 
The Group’s principal financial assets are bank balances and cash, trade and other receivables and investments, which represent the Group’s maximum exposure to credit risk in relation to financial assets. 
 
The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables, estimated by the Group’s management based on prior experience and their assessment of the current economic environment. The Group has no significant concentration of credit risk, with exposure spread over a large number of customers. 

 	  	30-6-2004
	
 	  	€	
OTHER LIABILITIES AND ACCRUALS	  	 	
Deferred income	  	6,915,216	
Other creditors	  	 	
- Management fees accrued in B.V.	  	193,580	
- Accrued expenses	  	1,035,921	
- Debts	  	584,261	
 	  		
 	  	8,728,978	

OTHER FINANCIAL LIABILITIES 
 
Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 45 days. 
 
The directors consider that the carrying amount of trade payables approximates to their fair value. 
 
EVENTS AFTER THE BALANCE SHEET DATE 
 
None. 

Decision Data System B.V. 
The Hague 
 
NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT 
 
REVENUE 
 
An analysis of the Group’s revenue is as follows: 

 	  	Six months
ended
30-6-2004
	
 	  	€	
Sales of goods (subscription)	  	6,592,165	
Sales of services (consulting)	  	1,222,478	
 	  		
 	  	7,814,643	
Other operating income	  	261,851	
 	  		
 	  	8,076,494	

Supplemental Disclosures Required Under the US GAAP and Securities and Exchange Commission Regulations 
 
The following information has been prepared to present supplemental disclosures required under US GAAP and the U.S. Securities and Exchange Commission (SEC) regulations. 
 
1. Reconciliation of Shareholders’ Equity to US GAAP 

 	  	June 30,
2004
	
ISA/IFRS GAAP shareholders’ equity as reported in the Consolidated Statement of Financial Position	  	€	2,222	
Adjustments to conform to US GAAP:(a)	  	 	 	
Business combinations and goodwill	  	 	673	
Reclassification of Minority interests outside Shareholders’ equity	  	 	0	
Tax effect	  	 	0	
 	  			
US GAAP shareholders’ equity	  	€	2,895	

(a)	For 2004, the impact of the adjustment on ISA/IFRS GAAP Consolidated Statement of Financial Position is: 	
 
 	•	Business combinations and goodwill: “Goodwill, net”. These adjustments mainly impact gross amount of goodwill due to differences in accounting standards between IAS/IFRS (amortization over useful life) and US GAAP (net book values as of December 15, 2001; gross amounts for subsequent acquisitions; impairment test on remaining goodwill values). 	
 
 	•	Under US GAAP, Minority interests should be reported outside Shareholders’ equity. 	
 
2. Reconciliation of Net Profit to US GAAP 

 	  	June 30,
2004
	
ISA/IFRS GAAP net profit as reported in the Consolidated Statement of Income	  	€	632	
Adjustments to conform to US GAAP :	  	 	 	
Business combination and goodwill(a)	  	 	155	
 	  			
US GAAP net profit	  	€	787	

(a)	Amortization of goodwill in IAS/IFRS GAAP is reversed, since goodwill is no longer amortized under US GAAP.