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U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004

Commission file number 0-28191

eSpeed, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware 13-4063515
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)

135 East 57th Street

(Address of Principal Executive Offices)

New York, New York 10022

(City, State, Zip Code)

(212) 938-5000

(Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]            No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes [X]            No [ ]

As of April 21, 2004, the registrant had 32,252,743 shares of Class A common stock, $0.01 par value, and 23,889,270 shares of Class B common stock, $0.01 par value, outstanding.




eSpeed, Inc. and Subsidiaries
Quarterly Report on Form 10-Q

TABLE OF CONTENTS

PART I. — FINANCIAL INFORMATION


ITEM 1. Financial Statements   Page  
Condensed Consolidated Statements of Financial Condition:
March 31, 2004 (unaudited) and December 31, 2003
  3  
Condensed Consolidated Statements of Income (unaudited):
Three Months Ended March 31, 2004 and March 31, 2003
  4  
Condensed Consolidated Statements of Cash Flows (unaudited):
Three Months Ended March 31, 2004 and March 31, 2003
  5  
Notes to Condensed Consolidated Financial Statements (unaudited)   6  
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations   15  
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk   21  
ITEM 4. Controls and Procedures   21  
PART II. — OTHER INFORMATION
ITEM 2. Changes in Securities and Use of Proceedsand Issuer Purchases of Equity Securities   21  
ITEM 6. Exhibits and Reports on Form 8-K   22  
Signatures   23  
Exhibit Index   24  

2




PART I. — FINANCIAL INFORMATION
ITEM 1.     Financial Statements

eSpeed, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)


  March 31, 2004 December 31, 2003
  (Unaudited)
Assets
Cash and cash equivalents $ 232,988   $ 228,500  
Fixed assets, net   41,638     34,467  
Investments   12,317     11,449  
Intangible assets, net   18,380     18,927  
Receivable from related parties   756     1,518  
Other assets   3,119     2,707  
Total assets $ 309,198   $ 297,568  
 
Liabilities and Stockholders' Equity
Liabilities:
Payable to related parties $ 2,064   $ 6,323  
Accounts payable and accrued liabilities   21,991     19,560  
Total liabilities   24,055     25,883  
 
Commitments and contingencies (Note 11)
 
Stockholders' Equity:      
Preferred stock, par value $0.01 per share; 50,000,000 shares authorized, 600 and 8,000,600 shares issued and outstanding at March 31, 2004 and December 31, 2003, respectively       80  
Class A common stock, par value $.01 per share; 200,000,000 shares authorized; 32,400,724 and 30,953,867 shares issued at March 31, 2004 and December 31, 2003, respectively   324     310  
Class B common stock, par value $.01 per share; 100,000,000 shares authorized; 23,889,270 and 25,139,270 shares issued and outstanding at March 31, 2004 and December 31, 2003, respectively   239     251  
Additional paid-in capital   289,988     287,593  
Unamortized expense of business partner and non-employee securities   (748   (1,192
Treasury stock, at cost: 186,399 shares of Class A common stock at March 31, 2004 and December 31, 2003, respectively   (2,094   (2,094
Accumulated deficit   (2,566   (13,263
Total stockholders' equity   285,143     271,685  
 
Total liabilities and stockholders' equity $ 309,198   $ 297,568  

See notes to the condensed consolidated financial statements.

3




eSpeed, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands, except per share data)


  Three Months Ended March 31,
  2004 2003
Revenues:
Transaction revenues with related parties
Fully electronic transactions $ 30,527   $ 22,510  
Voice-assisted brokerage transactions   6,026     5,161  
Screen-assisted open outcry transactions   231     49  
Total transaction revenues with related parties   36,784     27,720  
Software Solutions fees from related parties   4,112     3,650  
Software Solutions and licensing fees from unrelated parties   2,998     2,131  
Interest income   744     542  
Total revenues   44,638     34,043  
 
Expenses:
Compensation and employee benefits   9,315     8,844  
Occupancy and equipment   8,482     7,177  
Professional and consulting fees   933     1,111  
Communications and client networks   1,613     1,594  
Marketing   386     334  
Administrative fees to related parties   2,957     2,578  
Amortization of business partner and non-employee securities   444     705  
Other   2,947     2,320  
Total expenses   27,077     24,663  
 
Income before income tax provision   17,561     9,380  
Income tax provision (benefit)   6,866     (95
Net income $ 10,695   $ 9,475  
Earnings per share:
Per share data:
Basic $ 0.19   $ 0.17  
Diluted $ 0.18   $ 0.17  
Basic weighted average shares of common stock outstanding   56,074     55,096  
Diluted weighted average shares of common stock outstanding   58,253     57,372  

See notes to condensed consolidated financial statements

4




eSpeed, Inc and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)


  Three months ended March 31,
  2004 2003
Cash flows from operating activities:
Net income $ 10,695   $