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
No ![]()
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes
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 | $ | |||||||