ITEM 1.
|
Financial Statements
|
eSpeed, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (unaudited)
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
September 30,
2007
|
|
|
December 31,
2006
|
|
Assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
11,141
|
|
|
$
|
21,838
|
|
Reverse repurchase agreements with related parties (Note 9)
|
|
|
92,326
|
|
|
|
166,009
|
|
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents
|
|
|
103,467
|
|
|
|
187,847
|
|
Marketable securities
|
|
|
2,393
|
|
|
|
|
|
Secured loan receivable from related party (Note 10)
|
|
|
80,000
|
|
|
|
|
|
Fixed assets, net
|
|
|
60,680
|
|
|
|
57,443
|
|
Investments
|
|
|
8,700
|
|
|
|
7,780
|
|
Goodwill
|
|
|
12,184
|
|
|
|
12,184
|
|
Other intangible assets, net
|
|
|
5,984
|
|
|
|
6,949
|
|
Receivable from related parties (Note 10)
|
|
|
14,325
|
|
|
|
7,145
|
|
Other assets
|
|
|
13,862
|
|
|
|
13,725
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
301,595
|
|
|
$
|
293,073
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Payable to related parties (Note 10)
|
|
$
|
9,457
|
|
|
$
|
7,751
|
|
Accounts payable and accrued liabilities
|
|
|
40,907
|
|
|
|
24,129
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
50,364
|
|
|
|
31,880
|
|
Deferred revenue
|
|
|
7,069
|
|
|
|
8,114
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
57,433
|
|
|
|
39,994
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 7)
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
Class A common stock, par value $0.01 per share; 200,000 shares authorized; 36,459 and 36,407 shares issued at September 30, 2007 and
December 31, 2006, respectively, and 29,957 and 29,905 shares outstanding at September 30, 2007 and December 31, 2006, respectively
|
|
|
365
|
|
|
|
364
|
|
Class B common stock, par value $0.01 per share; 100,000 shares authorized; 20,498 shares issued and outstanding at September 30, 2007
and December 31, 2006, convertible to Class A common stock
|
|
|
205
|
|
|
|
205
|
|
Additional paid-in capital
|
|
|
302,555
|
|
|
|
299,682
|
|
Treasury stock, at cost: 6,502 shares of Class A common stock at September 30, 2007 and December 31, 2006
|
|
|
(62,597
|
)
|
|
|
(62,597
|
)
|
Retained earnings
|
|
|
3,722
|
|
|
|
15,425
|
|
Accumulated other comprehensive loss
|
|
|
(88
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
244,162
|
|
|
|
253,079
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
301,595
|
|
|
$
|
293,073
|
|
|
|
|
|
|
|
|
|
|
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of
these financial statements.
3
eSpeed, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
Restated
Note 18
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Transaction revenues:
|
|
|
|
|
|
|
|
|
Fully electronic transactions with related parties (Note 10)
|
|
$
|
16,150
|
|
|
$
|
14,598
|
|
Fully electronic transactions with unrelated parties
|
|
|
171
|
|
|
|
2,154
|
|
|
|
|
|
|
|
|
|
|
Total fully electronic transactions
|
|
|
16,321
|
|
|
|
16,752
|
|
Voice-assisted brokerage transactions with related parties (Note 10)
|
|
|
7,214
|
|
|
|
6,125
|
|
Screen-assisted open outcry transactions with related parties (Note 10)
|
|
|
2,349
|
|
|
|
1,398
|
|
|
|
|
|
|
|
|
|
|
Total transaction revenues
|
|
|
25,884
|
|
|
|
24,275
|
|
Software Solutions fees from related parties (Note 10)
|
|
|
9,257
|
|
|
|
7,444
|
|
Software Solutions and licensing fees from unrelated parties
|
|
|
2,716
|
|
|
|
3,914
|
|
Interest income
|
|
|
2,527
|
|
|
|
2,470
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
40,384
|
|
|
|
38,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
Compensation and employee benefits
|
|
|
16,022
|
|
|
|
13,616
|
|
Occupancy and equipment:
|
|
|
|
|
|
|
|
|
Amortization of software development costs and other intangible assets
|
|
|
4,800
|
|
|
|
5,691
|
|
Other occupancy and equipment
|
|
|
8,510
|
|
|
|
8,130
|
|
Administrative fees to related parties (Note 10)
|
|
|
3,345
|
|
|
|
2,616
|
|
Professional and consulting fees
|
|
|
6,050
|
|
|
|
2,639
|
|
Communications and client networks
|
|
|
2,224
|
|
|
|
2,088
|
|
Marketing
|
|
|
244
|
|
|
|
145
|
|
Loss contingency
|
|
|
3,500
|
|
|
|
|
|
Acquisition related costs
|
|
|
1,598
|
|
|
|
2,026
|
|
Other expenses
|
|
|
3,372
|
|
|
|
1,888
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
49,665
|
|
|
|
38,839
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(9,281
|
)
|
|
|
(736
|
)
|
|
|
|
Income tax benefit
|
|
|
(3,276
|
)
|
|
|
(210
|
)
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(6,005
|
)
|
|
$
|
(526
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data:
|
|
|
|
|
|
|
|
|
Basic loss per share
|
|
$
|
(0.12
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
Diluted loss per share
|
|
$
|
(0.12
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares of common stock outstanding
|
|
|
50,455
|
|
|
|
50,176
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares of common stock outstanding
|
|
|
50,455
|
|
|
|
50,176
|
|
|
|
|
|
|
|
|
|
|
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of
these financial statements.
4
eSpeed, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(in thousands,
except per share data)
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
Restated
Note 18
|
Revenues:
|
|
|
|
|
|
|
|
Transaction revenues:
|
|
|
|
|
|
|
|
Fully electronic transactions with related parties (Note 10)
|
|
$
|
48,311
|
|
|
$
|
45,983
|
Fully electronic transactions with unrelated parties
|
|
|
1,978
|
|
|
|
4,793
|
|
|
|
|
|
|
|
|
Total fully electronic transactions
|
|
|
50,289
|
|
|
|
50,776
|
Voice-assisted brokerage transactions with related parties (Note 10)
|
|
|
20,993
|
|
|
|
20,028
|
Screen-assisted open outcry transactions with related parties (Note 10)
|
|
|
6,151
|
|
|
|
4,262
|
|
|
|
|
|
|
|
|
Total transaction revenues
|
|
|
77,433
|
|
|
|
75,066
|
Software Solutions fees from related parties (Note 10)
|
|
|
26,947
|
|
|
|
22,893
|
Software Solutions and licensing fees from unrelated parties
|
|
|
9,057
|
|
|
|
11,285
|
Insurance recovery from related parties (Note 3)
|
|
|
|
|
|
|
3,500
|
Interest income
|
|
|
7,537
|
|
|
|
6,925
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
120,974
|
|
|
|
119,669
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
Compensation and employee benefits
|
|
|
45,235
|
|
|
|
39,846
|
Occupancy and equipment:
|
|
|
|
|
|
|
|
Amortization of software development costs and other intangible assets
|
|
|
15,171
|
|
|
|
18,078
|
Other occupancy and equipment
|
|
|
26,916
|
|
|
|
28,409
|
Administrative fees to related parties (Note 10)
|
|
|
10,330
|
|
|
|
9,713
|
Professional and consulting fees
|
|
|
13,056
|
|
|
|
6,774
|
|
|
|
Impairment of long-lived assets
|
|
|
4,010
|
|
|
|
|
Communications and client networks
|
|
|
6,511
|
|
|
|
6,115
|
Marketing
|
|
|
700
|
|
|
|
742
|
Loss contingency
|
|
|
3,500
|
|
|
|
|
Amortization of non-employee securities
|
|
|
|
|
|
|
19
|
Acquisition related costs
|
|
|
5,305
|
|
|
|
2,026
|
Other expenses
|
|
|
8,244
|
|
|
|
5,848
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
138,978
|
|
|
|
117,570
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes
|
|
|
(18,004
|
)
|
|
|
2,099
|
|
|
|
Income tax (benefit) provision
|
|
|
(6,510
|
)
|
|
|
885
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(11,494
|
)
|
|
$
|
1,214
|
|
|
|
|
|
|
|
|
|
|
|
Per share data:
|
|
|
|
|
|
|
|
Basic (loss) earnings per share
|
|
$
|
(0.23
|
)
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
Diluted (loss) earnings per share
|
|
$
|
(0.23
|
)
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
Basic weighted average shares of common stock outstanding
|
|
|
50,442
|
|
|
|
50,243
|
|
|
|
|
|
|
|
|
Diluted weighted average shares of common stock outstanding
|
|
|
50,442
|
|
|
|
51,206
|
|
|
|
|
|
|
|
|
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of
these financial statements.
5
eSpeed, Inc. & Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
Restated
Note 18
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(11,494
|
)
|
|
$
|
1,214
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
23,559
|
|
|
|
27,564
|
|
Impairment of capitalized software costs
|
|
|
4,010
|
|
|
|
|
|
Gain on insurance recovery from related parties (Note 3)
|
|
|
|
|
|
|
(3,500
|
)
|
Equity in net loss (income) of unconsolidated investments
|
|
|
413
|
|
|
|
(33
|
)
|
Deferred income tax expense
|
|
|
(5,049
|
)
|
|
|
(841
|
)
|
Stock-based compensation
|
|
|
2,513
|
|
|
|
1,719
|
|
Tax benefit from stock-based compensation
|
|
|
44
|
|
|
|
106
|
|
Excess tax benefit from stock-based compensation
|
|
|
(49
|
)
|
|
|
(47
|
)
|
Recognition of deferred revenue
|
|
|
(3,915
|
)
|
|
|
(2,857
|
)
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Receivable from related parties (Note 10)
|
|
|
(7,180
|
)
|
|
|
(744
|
)
|
Other assets
|
|
|
(1,244
|
)
|
|
|
(4,573
|
)
|
Payable to related parties (Note 10)
|
|
|
1,706
|
|
|
|
(2,115
|
)
|
Accounts payable and accrued liabilities
|
|
|
21,423
|
|
|
|
11,732
|
|
Deferred revenue
|
|
|
2,870
|
|
|
|
2,517
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
27,607
|
|
|
|
30,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows used in investing activities:
|
|
|
|
|
|
|
|
|
Secured loan to related party (Note 10)
|
|
|
(80,000
|
)
|
|
|
|
|
Purchase of fixed assets
|
|
|
(12,944
|
)
|
|
|
(8,755
|
)
|
Purchase of marketable securities
|
|
|
(2,481
|
)
|
|
|
|
|
Capitalization of software development costs
|
|
|
(16,148
|
)
|
|
|
(11,658
|
)
|
Insurance proceeds from related parties (Note 3)
|
|
|
|
|
|
|
3,500
|
|
Capitalization of patent defense and registration costs
|
|
|
(1,332
|
)
|
|
|
(1,011
|
)
|
Decrease in restricted cash
|
|
|
1,827
|
|
|
|
|
|
Purchase of investment
|
|
|
(750
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(111,828
|
)
|
|
|
(17,924
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows (used in) provided by financing activities:
|
|
|
|
|
|
|
|
|
Repurchase of Class A common stock
|
|
|
(373
|
)
|
|
|
|
|
Proceeds from exercises of stock options
|
|
|
165
|
|
|
|
421
|
|
Excess tax benefit from stock-based compensation
|
|
|
49
|
|
|
|
47
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(159
|
)
|
|
|
468
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(84,380
|
)
|
|
|
12,686
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
21,838
|
|
|
|
37,070
|
|
Reverse repurchase agreements with related parties at beginning of period (Note 9)
|
|
|
166,009
|
|
|
|
141,365
|
|
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents at beginning of period
|
|
|
187,847
|
|
|
|
178,435
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
|
11,141
|
|
|
|
94,149
|
|
Reverse repurchase agreements with related parties at end of period (Note 9)
|
|
|
92,326
|
|
|
|
96,972
|
|
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents at end of period
|
|
$
|
103,467
|
|
|
$
|
191,121
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash informationCash paid for income taxes
|
|
$
|
122
|
|
|
$
|
145
|
|
|
|
|
Supplemental disclosure of non-cash investing activitiesContribution of net fixed assets to related party
|
|
$
|
(583
|
)
|
|
|
|
|
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of
these financial statements.
6
eSpeed, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
1.
|
Organization and Basis of Presentation
|
eSpeed,
Inc. (eSpeed or the Company) primarily engages in the business of operating interactive electronic marketplaces designed to enable market participants to trade financial and non-financial products.
The Company commenced operations on March 10, 1999 and is a subsidiary of Cantor Fitzgerald, L.P. (Cantor). The Company is a Delaware
corporation that was incorporated on June 3, 1999. In December 1999, the Company completed its initial public offering.
The
Companys Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). In the Companys opinion, these Condensed
Consolidated Financial Statements include all normal recurring adjustments that the Company believes are necessary to fairly state its financial position, operating results and cash flows. These Condensed Consolidated Financial Statements include
the Companys accounts and all subsidiaries in which the Company has more than a 50% equity ownership. See Note 8, for Investments accounted under the equity method.
It is recommended that these Condensed Consolidated Financial Statements be read in conjunction with the audited consolidated financial statements included in the Companys Annual Report on Form 10-K/A for the
year ended December 31, 2006. Pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC), certain information and footnote disclosures, including significant accounting policies, normally included in
fiscal year financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The Consolidated Statement of Financial Condition at December 31, 2006, was derived from the audited financial statements. The results of
operations for any interim period are not necessarily indicative of results for the full year.
2.
|
Summary of Significant Accounting Policies
|
Use
of Estimates:
The preparation of these Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management 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 the reported amounts of revenues and expenses during the reporting period. Management believes that the estimates utilized in preparing the financial statements are
reasonable and prudent. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from the estimates included in these Condensed Consolidated Financial Statements.
Marketable Securities:
The Company accounts for investments in marketable securities in accordance with the provisions of Statement of Financial
Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities. The Company has evaluated its investment policies and determined that all of its investment securities are to be classified as
available-for-sale. Available-for-sale securities are reported at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss). Realized gains and losses and declines in value deemed to be
other-than-temporary will be recognized based on the specific identification method in the period in which they occur.
Recent
Accounting Pronouncements:
FIN No. 48: In July 2006, the FASB issued interpretation No. 48, Accounting for Uncertainty in
Income Taxesan interpretation of FASB Statement No. 109 (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The provisions of FIN 48 were effective for the Company on
January 1, 2007.
At the FIN 48 adoption date of January 1, 2007, the Company had $1.7 million of unrecognized tax benefits, all
of which would affect the Companys effective tax rate if recognized. The Company recorded a cumulative effect adjustment of $0.2 million as a decrease to its January 1, 2007 retained earnings for the accrued interest expense on the
unrecognized tax benefit. The Company recognizes interest and penalties related to uncertain tax positions as an accrued expense. At September 30, 2007, the Company had $1.7 million of unrecognized tax benefits. During the first nine months of
2007, the Company expensed less than $0.1 million of interest expense related to the unrecognized tax benefit. As of September 30, 2007, the Company had approximately $0.3 million of accrued interest related to uncertain tax positions. The
Company files income tax returns in the U.S. federal jurisdiction and various states, local and foreign jurisdictions. The Company, with few exceptions, is no longer subject to U.S. federal, state/local or non-U.S. income tax examination by tax
authorities for years prior to 2003, 1999 and 2000, respectively.
7
SFAS No. 157: In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
(SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that
require or permit fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting SFAS 157.
SFAS No. 159: In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities
(SFAS 159). SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value, and establishes presentation and disclosure requirements designed to facilitate comparisons between
companies that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting
SFAS 159.
Our previous headquarters
were in the World Trade Center. As a result of the terrorist attack on September 11, 2001, our offices in the World Trade Center were destroyed. At that time, Cantor maintained property and casualty insurance policies with third party insurers
and, under its Administrative Services Agreement (ASA) with Cantor, the Company was entitled to property and casualty insurance coverage of up to $40.0 million. Cantor received insurance payments related to the September 11 events
totaling $45.0 million in 2001 and an additional $21.0 million in 2003. Pursuant to the ASA, the Company received $20.5 million of these insurance proceeds from Cantor in 2001, $3.5 million in 2006 and $1.7 million in 2005. These proceeds were
recognized as income in the accompanying Consolidated Statements of Income under the caption Insurance recovery from related parties. The lag in timing between Cantors receipt of insurance proceeds in 2003 and the Companys
related receipts in 2005 and 2006 was a result of the need to analyze and determine the allocable amounts of such proceeds among Cantor and its related entities pursuant to the ASA. As a result of the September 11 events, Company fixed assets
with a book value of approximately $17.8 million were destroyed. Accordingly, the Company recorded gains related to the receipt of insurance proceeds of $2.7 million in 2001, $3.5 million in 2006 and $1.7 million in 2005. As the Company completes
the move into its new global headquarters during 2007, it is nearing the end of the replacement of the destroyed assets.
Fixed assets, net as of
September 30, 2007 and December 31, 2006 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
September 30,
2007
|
|
|
December 31,
2006
|
|
|
|
(in thousands)
|
|
Computer and communication equipment
|
|
$
|
53,321
|
|
|
$
|
53,305
|
|
Software, including software development costs
|
|
|
106,918
|
|
|
|
96,036
|
|
Leasehold improvements and other fixed assets
|
|
|
12,592
|
|
|
|
4,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
172,831
|
|
|
|
154,228
|
|
Less: accumulated depreciation and amortization
|
|
|
(112,151
|
)
|
|
|
(96,785
|
)
|
|
|
|
|
|
|
|
|
|
Fixed assets, net
|
|
$
|
60,680
|
|
|
$
|
57,443
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense was $2.5 million and $3.2 million for the three months ended
September 30, 2007 and 2006, respectively. Depreciation expense was
$
8.5 million and $9.5 million for the nine months ended September 30, 2007 and 2006, respectively. Depreciation is included in the accompanying Condensed
Consolidated Statements of Operations under the caption Other occupancy and equipment.
In accordance with the provisions of
Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use (SOP 98-1), the Company capitalizes qualifying computer software costs incurred during the application development stage and
amortizes them over their estimated useful life of three years on a straight-line basis. For the three months ended September 30, 2007 and 2006, software development costs totaling $5.1 million and $4.1 million, respectively, were capitalized.
During the nine months ended September 30, 2007 and 2006, software development costs totaling $16.1 and $11.7 million, respectively, were capitalized. For the three months ended September 30, 2007 and 2006, the Companys Condensed
Consolidated Statements of Operations included $4.2 million and $3.9 million, respectively, in relation to the amortization of software development costs. For the nine months ended September 30, 2007 and 2006, the Companys Condensed
Consolidated Statements of Operations included $12.8 million and $12.8 million,
8
respectively, in relation to the amortization of software development costs. The amortization of software development costs for the three and nine months
ended September 30, 2006 included approximately zero and $1.2 million of accelerated amortization due to the anticipated early retirement of certain of the Companys internally developed software which was replaced in the second quarter of
2006. There was no accelerated amortization for the three and nine months ended September 30, 2007.
Impairment charges of
$4.0 million were recorded during the nine months ended September 30, 2007 primarily related to discarded software development. Impairment charges related to fixed assets are recorded under the caption Impairment of long-lived
assets in the accompanying Consolidated Statements of Operations.
5.
|
Other Intangible Assets, Net
|
Other intangible
assets, net as of September 30, 2007 and December 31, 2006 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007
|
|
December 31, 2006
|
|
|
Gross
|
|
Accumulated
Amortization
|
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
|
Net
|
|
|
(in thousands)
|
Patents, including capitalized legal costs
|
|
$
|
32,301
|
|
$
|
(28,974
|
)
|
|
$
|
3,327
|
|
$
|
30,970
|
|
$
|
(27,102
|
)
|
|
$
|
3,868
|
Acquired intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Existing technology
|
|
|
2,832
|
|
|
(1,675
|
)
|
|
|
1,157
|
|
|
2,832
|
|
|
(1,251
|
)
|
|
|
1,581
|
Customer contracts
|
|
|
412
|
|
|
(412
|
)
|
|
|
|
|
|
412
|
|
|
(412
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets subject to amortization
|
|
$
|
35,545
|
|
$
|
(31,061
|
)
|
|
$
|
4,484
|
|
$
|
34,214
|
|
$
|
(28,765
|
)
|
|
$
|
5,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Horizon license
|
|
|
1,500
|
|
|
|
|
|
|
1,500
|
|
|
1,500
|
|
|
|
|
|
|
1,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other intangible assets
|
|
$
|
37,045
|
|
$
|
(31,061
|
)
|
|
$
|
5,984
|
|
$
|
35,714
|
|
$
|
(28,765
|
)
|
|
$
|
6,949
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the three months ended September 30, 2007 and 2006, the Company recorded intangible
amortization expense of $0.6 million and $1.8 million, respectively, which is included under the caption Amortization of software development costs and other intangible assets in the accompanying Condensed Consolidated Statements of
Operations. During the nine months ended September 30, 2007 and 2006, the Company recorded intangible amortization expense of $2.3 and $5.4 million, respectively, under the caption Amortization of software development costs and other
intangible assets in the accompanying Condensed Consolidated Statements of Operations. The estimated aggregate amortization expense for the remainder of 2007 and each of the next four fiscal years is as follows: $0.5 million in 2007, $2.0
million in 2008, $2.0 million in 2009, $1.5 million in 2010 and $1.6 million in 2011.
Patents
Wagner Patent:
In April 2001, the Company purchased the exclusive rights to United States Patent No. 4,903,201 (the Wagner Patent)
dealing with the process and operation of electronic futures trading systems that include, but are not limited to, energy futures, interest rate futures, single stock futures and equity index futures. The Wagner Patent expired on February 20,
2007.
The Company purchased the Wagner Patent from ETS for an initial payment of $1.75 million in cash and 24,334 shares of the
Companys Class A common stock valued at $0.5 million. In order to perfect and defend the Companys rights under the Wagner Patent, the Company incurred substantial legal costs. As of September 30, 2007 and December 31,
2006, the Company had capitalized approximately $21.1 million of related legal costs. The carrying value of the Wagner Patent, including such legal costs, was zero and $0.6 million at September 30, 2007 and December 31, 2006, respectively.
The Company recorded amortization expense of zero and $1.2 million for the three months ended September 30, 2007 and 2006, respectively. The Company recorded amortization expense of $0.6 million and $3.6 million for the nine months ended
September 30, 2007 and 2006, respectively.
During the three months ended September 30, 2007 and 2006, the Company recognized
revenue from the Wagner Patent of zero and $2.5 million, respectively, which was included in Software Solutions and licensing fees from unrelated parties in the accompanying Condensed Consolidated Statements of
Operations. Additionally, the Company recognized fully electronic transactions revenue from the Wagner Patent of zero and $1.9 million for the three months ended September 30, 2007 and 2006, respectively. During the nine months ended
September 30, 2007 and 2006, the Company recognized revenue from the Wagner Patent of $1.6 million and $7.5 million, respectively, which was included in Software Solutions and licensing fees from unrelated parties in the
accompanying Condensed Consolidated Statements of Operations. Additionally, the Company recognized fully electronic transactions revenue from the Wagner Patent of $1.3 million and $4.3 million for the nine months ended September 30, 2007
and 2006, respectively. As of February 20, 2007, the Company no longer receives revenues from this Patent.
9
Lawrence Patent:
In August 2001, the Company purchased the exclusive rights to United States
Patent No. 5,915,209 (the Lawrence Patent) covering electronic auctions of fixed income securities. The Lawrence Patent expires in 2014.
The Company purchased the Lawrence Patent for $0.9 million payable over three years, and warrants to purchase 15,000 shares of the Companys Class A common stock at an exercise price of $16.08, which were
valued at approximately $0.2 million. The warrants expire on August 6, 2011. During the second quarter of 2005, the Company entered into an Amendment Agreement to amend the Purchase Agreement related to the Lawrence Patent. Pursuant to the
Amendment Agreement, the Company will be required to pay $0.5 million over four years. Additional payments are contingent upon the generation of related revenues. The carrying value of the Lawrence Patent was $1.0 million and $1.1 million at
September 30, 2007 and December 31, 2006, respectively.
Automated Auction Protocol Processor Patent:
In May 2003, US
Patent No. 6,560,580 (the 580 Patent) was issued to Cantor for an Automated Auction Protocol Processor. The Company is the exclusive licensee of the 580 Patent, which expires in 2016. Under the Amended and Restated Joint Services
Agreement between the Company and Cantor, the Company is responsible for bearing the costs associated with enforcing its rights under this Patent.
Other:
The Company has incurred costs in connection with various patent applications. The Company capitalized $1.4 million and $1.6 million of such legal costs for the nine months ended September 30, 2007 and 2006, respectively.
The carrying value of the capitalized costs related to patent applications was $2.3 million and $2.1 million at September 30, 2007 and December 31, 2006, respectively.
Acquired Intangible Assets
In connection with the acquisition of ITSEcco Holdings Limited and its
subsidiaries (Ecco) in October 2004, the Company recorded $3.2 million of purchased intangibles. The purchased intangibles consist of $2.8 million in existing technology and $0.4 million of customer contracts, which are amortized on a
straight-line basis over their estimated useful lives of five years and two years, respectively. The customer contracts were fully amortized in 2006. The carrying value of the existing technology was $1.2 million and $1.6 million as of
September 30, 2007 and December 31, 2006, respectively.
Horizon License
In February 2006, in conjunction with Cantors acquisition of IDT Horizon GT, Inc., a Delaware Corporation (Horizon), the Company entered
into a software license agreement (the Horizon License) with Horizon, pursuant to which Horizon granted the Company a perpetual, fully paid-up, non-transferable (except to affiliates of the Company) license of Horizons GovREPO
software, a multi-currency, multi-entity, multi-portfolio, collateral management and trading system for fixed income securities. Management has estimated the fair value of the Horizon License at $1.5 million. The Horizon License permits the Company
to use the software worldwide in connection with the processing of trades in the Companys product offerings, provided that the software may not be used for the processing of the business of any other person, firm or entity. The Horizon License
provides that, in the event Cantor sells the Horizon business, Cantor will pay the Company an amount equal to 23% of the total consideration received in connection with such sale, up to a maximum of $1.5 million. Due to the perpetual nature of the
Horizon License, it will not be amortized, but rather will be tested for impairment at least annually pursuant to the requirements of SFAS No. 142, Goodwill and Other Intangible Assets. The Company treated the $1.5 million payment for the
Horizon License as a deemed dividend to Cantor. In consideration for the Horizon License and support services to be provided under the Horizon License, the Company issued to Horizon a warrant to acquire 312,937 shares of Class A common stock of
the Company, which warrant was not transferred to Cantor. The warrant has a five-year term and is immediately exercisable at an exercise price equal to $8.87.
6.
|
Other Supplementary Balance Sheet Information
|
Marketable
Securities
Marketable securities at September 30, 2007 were $2.4 million, of which all were equity securities. These marketable
securities were classified as available-for-sale, and were reported at fair value with the accumulated unrealized loss included under the caption Accumulated other comprehensive loss in the accompanying Condensed Consolidated Statements
of Financial Condition. The Company did not own marketable securities at December 31, 2006. On an ongoing basis, the Company evaluates its investment in equity securities to determine if a decline in fair value is other-than-temporary. If a
decline in fair value is determined to be other-than-temporary, an impairment charge will be included within the Companys Condensed Consolidated Statements of Operations, and a new cost basis in the investment will be established.
10
Other Assets
Other assets at September 30, 2007 and December 31, 2006 consisted of the following:
|
|
|
|
|
|
|
|
|
September 30,
2007
|
|
December 31,
2006
|
|
|
(in thousands)
|
Licensing fees and other receivables
|
|
$
|
4,819
|
|
$
|
8,157
|
Pre-paid expenses
|
|
|
2,847
|
|
|
3,140
|
Restricted cash
|
|
|
302
|
|
|
2,129
|
Income tax receivable
|
|
|
720
|
|
|
|
Deferred tax asset
|
|
|
4,832
|
|
|
|
Other assets
|
|
|
342
|
|
|
299
|
|
|
|
|
|
|
|
|
|
$
|
13,862
|
|
$
|
13,725
|
|
|
|
|
|
|
|
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities at September 30, 2007 and December 31, 2006 consisted of the following:
|
|
|
|
|
|
|
|
|
September 30,
2007
|
|
December 31,
2006
|
|
|
(in thousands)
|
Deferred revenue
|
|
$
|
1,198
|
|
$
|
1,748
|
Current income tax payable
|
|
|
|
|
|
964
|
Deferred tax liability
|
|
|
1,743
|
|
|
1,963
|
Other taxes payable
|
|
|
1,679
|
|
|
2,564
|
Accrued professional fees
|
|
|
15,598
|
|
|
6,193
|
Accrued compensation
|
|
|
8,863
|
|
|
435
|
Bank overdraft
|
|
|
1,130
|
|
|
1,763
|
Loss contingency
|
|
|
3,500
|
|
|
|
Other accrued liabilities
|
|
|
7,196
|
|
|
8,499
|
|
|
|
|
|
|
|
|
|
$
|
40,907
|
|
$
|
24,129
|
|
|
|
|
|
|
|
7.
|
Commitments and Contingencies
|
Commitments
There have been no significant changes in commitments from the matters described in the Notes to the Companys audited Consolidated Financial
Statements included in the Companys Annual Report on Form 10-K/A for the year ended December 31, 2006.
Legal Matters
In the ordinary course of business, various legal actions are brought and are pending against the Company. In some of these actions, substantial amounts
are claimed. The Company is also involved, from time to time, in other reviews, investigations and proceedings by governmental and self-regulatory agencies (both formal and informal) regarding the Companys business. Any of such actions may
result in judgments, settlements, fines, penalties, injunctions or other relief.
Legal reserves are established in accordance with SFAS
No. 5, Accounting for Contingencies, when a legal liability is both probable and reasonably estimable. Once established, reserves are adjusted when there is more information available or when an event occurs requiring a change.
In August 2004, Trading Technologies International, Inc. (TT) commenced an action in the United States District Court, Northern District of
Illinois, Eastern Division, against us. In its complaint, TT alleged that the Company infringed U.S. Patent No. 6,766,304, which was issued on July 20, 2004, and U.S. Patent 6,772,132, which was issued on August 3, 2004. TT later
added eSpeed International, EccoWare Ltd., and Ecco LLC as defendants in a second amended complaint. On January 5, 2006, we answered TTs second amended complaint in which we denied the infringement allegations and we filed an amended
counterclaim seeking a declaration that the patents in suit are invalid, we do not make, use or sell any product that infringes any claims of the patents in suit, the patents in suit are unenforceable because of inequitable conduct before the U.S.
Patent and Trademark Office during the prosecution of the patents, and the patents are unenforceable due to TTs patent misuse. The Court consolidated for certain discovery and Markman hearing purposes the case with other patent infringement
cases brought by TT against other defendants. A Markman hearing was held on August 16-18, 2006. On October 31, 2006, the Court issued a ruling on claim construction, which provides the meanings of the various terms in dispute in the
asserted patents. In that ruling, the Court found that we
11
correctly defined several of the patents key terms. The Courts ruling supports our consistent position that eSpeed and Eccos products fall
outside the scope of TTs patents. In February 2007, the Court denied TTs motion for clarification and reconsideration of the Markman decision and reconfirmed its October 31, 2006 ruling. On June 20, 2007, the Court granted
eSpeeds motion for partial summary judgment on TTs claims of infringement covering the Dual Dynamic, eSpeedometer and modified eSpeedometer versions of eSpeeds and Eccos products. As a result, the remaining products at issue
in the case are the versions of the eSpeed and Ecco products that have not been on the market since approximately year end 2004. On October 10, 2007, a jury rendered a verdict that eSpeed and Ecco willfully infringed the patents in suit, and
that eSpeed did not invalidate the patents. The jury awarded damages to TT in the amount of $3.5 million. In accordance with SFAS No. 5, the Company has thus established a legal reserve for $3.5 million. That damage award may be
increased or decreased by the Court. In the coming months there will be a bench trial, at which time eSpeed intends to produce additional arguments that the patents are invalid, and arguments that the patents are unenforceable. If TT ultimately
prevails, we may be required to pay TT damages and/or certain costs and expenses, and we may be forced to modify or withdraw certain products from the market. Both parties have requested attorneys fees from the other party, which may be
awarded by the Court in exceptional cases.
In addition to the matters discussed above, we are involved in other legal proceedings that
have arisen in the ordinary course of business. None of the currently pending matters are expected to have a material adverse impact on our financial position but may be material to our results of operations or cash flows in a given period.
Investments as of September 30,
2007 and December 31, 2006 consisted of the following:
|
|
|
|
|
|
|
|
|
September 30,
2007
|
|
December 31,
2006
|
|
|
(in thousands)
|
Freedom International Brokerage
|
|
$
|
7,061
|
|
$
|
7,043
|
EIP Holdings
|
|
|
796
|
|
|
734
|
Aqua Securities, LP
|
|
|
840
|
|
|
|
Tradespark
|
|
|
3
|
|
|
3
|
|
|
|
|
|
|
|
Total Investments
|
|
$
|
8,700
|
|
$
|
7,780
|
|
|
|
|
|
|
|
Freedom:
The Company and Cantor formed a limited partnership (the LP) to
acquire an interest in Freedom International Brokerage (Freedom), a Canadian government securities broker-dealer and Nova Scotia unlimited liability company. In April 2001, the Company contributed 310,769 shares of its Class A
common stock, valued at approximately $7.0 million, to the LP as a limited partner, which entitles the Company to 75.0% of the LPs capital interest in Freedom. The Company shares in 15.0% of the LPs cumulative profits but not in
cumulative losses. Cantor contributed 103,588 shares of the Companys Class A common stock as the general partner. Cantor is allocated all of the LPs cumulative losses and 85.0% of the cumulative profits. The LP exchanged the 414,357
shares for a 66.7% interest in Freedom.
The Company has also entered into a technology services agreement with Freedom pursuant to which
the Company provides the technology infrastructure for the transactional and technology related elements of the Freedom marketplace as well as certain other services in exchange for specified percentages of transaction revenues from the marketplace.
In general, if a transaction is fully electronic, the Company receives 65% of the aggregate transaction revenues and Freedom receives 35% of the transaction revenues. For a period of four years beginning on July 1, 2006, Freedom may deduct the
amount of its brokerage commissions (up to a 45% payout) from gross electronic transaction services revenue prior to the 65%/35% split between the Company and Freedom. If Freedom provides voice-assisted brokerage services with respect to a
transaction, then the Company receives 35% of the revenues and Freedom receives 65% of the revenues.
For the three months ended
September 30, 2007 and 2006, the Companys share of Freedoms net (loss) income was approximately $10,000 and $(8,000), respectively, and is included under the caption Other expenses in the accompanying Condensed
Consolidated Statements of Operations. For the nine months ended September 30, 2007 and 2006, the Companys share of Freedoms net income was approximately $19,000 and $17,000 respectively, and is included under the caption
Other expenses in the accompanying Condensed Consolidated Statements of Operations.
Tradespark:
The Company has a 15%
investment in EIP Holdings, LLC (EIP Holdings), which in turn has a 99.5% investment in TradeSpark, L.P. (TradeSpark), a voice brokerage business in certain energy products. Cantor has an 85% investment in EIP Holdings. The
Companys net income (loss) from its investment in TradeSpark, through both direct and indirect investments, totaled approximately $18,000, and $(4,000) for the three months ended September 30, 2007 and 2006, respectively, and is included
under the caption Other expenses in the accompanying Condensed Consolidated Statements of Operations. The Companys net income from its investment in TradeSpark, through both direct and indirect investments, totaled approximately
$61,000, and $17,000 for the nine months ended September 30, 2007 and 2006, respectively, and is included under the caption Other expenses in the accompanying Condensed Consolidated Statements of Operations.
12
Aqua Securities, LP:
In January 2007, the Company announced the formation of Aqua Securities, LP
(Aqua), an alternative electronic trading platform which will offer new pools of block liquidity to the global equities markets. Aqua is 51% owned by Cantor and 49% owned by the Company. Both companies collectively have contributed
financial, professional, and technology assets to the new venture, which will include all of the Companys former equities order routing business. In April 2007, the Company received certain National Association of Securities Dealers
(NASD) approvals. In June 2007, the Company contributed to Aqua $750,000 cash and technology assets with a net book value of approximately $583,000. For the three months ended September 30, 2007 and 2006, the Companys share of
Aquas net loss was approximately $344,000 and zero, respectively. For the nine months ended September 30, 2007 and 2006, the Companys share of Aquas net loss was $496,000 and zero, respectively and is included under the
caption Other expenses in the accompanying Condensed Consolidated Statements of Operations. In October 2007, the Company further contributed to Aqua $367,500 cash and technology assets with a net book value of approximately $480,000.
9.
|
Reverse Repurchase Agreements
|
Cash and cash
equivalents at September 30, 2007 and December 31, 2006 included $92.3 million and $166.0 million, respectively, of reverse repurchase agreements with Cantor. The Company enters into reverse repurchase agreements with Cantor as short-term
investments as part of its overall cash management strategy. The Companys reverse repurchase agreements mature on a next day basis. Interest rates for the reverse repurchase agreements are reset daily and approximate market rates, which are
based on the Federal Funds Rate and the quality of the underlying collateral.
Reverse repurchase agreements are accounted for as
collateralized financing transactions and are recorded at fair value, approximated by the contractual amount for which the securities can be resold, including accrued interest. It is the Companys policy to require collateral with a market
value equal to or in excess of the principal amount deposited. All collateral is held in third-party custodial accounts. The value and eligibility of the collateral deposited are determined daily by the third-party custodian, and the Company may
require Cantor to deposit additional collateral or return amounts deposited when appropriate. Under the terms of these agreements, the securities collateralizing the reverse repurchase agreements are not permitted to be resold or repledged. Cash and
collateral for each reverse repurchase agreement are settled daily. Of the $92.3 million held in reverse repurchase agreements at September 30, 2007, $82.2 million is fully collateralized by U.S. government securities, and $10 million is fully
collateralized by eligible equity securities. The fair value of such collateral at September 30, 2007 and December 31, 2006 totaled $95.0 million and $177.5 million, respectively.
10.
|
Related Party Transactions
|
A significant amount of
the Companys revenues, expenses, assets and cash flows is dependent on related party transactions with Cantor, BGC Partners, L.P. (BGC), Freedom, and CO2e.com, LLC (CO2e).
Joint Services Agreement
Under the Amended and
Restated Joint Services Agreement, dated October 1, 2005 (the JSA), with Cantor, as well as under services agreements with Freedom and CO2e, the Company owns and operates the electronic trading systems and is responsible for
providing electronic brokerage services, and Cantor and BGC, Freedom and CO2e provide voice-assisted brokerage services, clearance, settlement and other fulfillment and related services, such as credit and risk management services, oversight of
customer suitability and regulatory compliance, sales positioning of products and other services customary to brokerage operations. The Companys agreement with Cantor provides for a perpetual term and may not be unilaterally modified by the
Company.
Revenue Sharing Arrangements
Under the JSA, as well as under services agreements with BGC, Freedom and CO2e, the Company owns and operates the electronic trading systems and is responsible for providing electronic brokerage services, and BGC, Freedom, and CO2e provide
voice-assisted brokerage services, fulfillment services, such as clearance and settlement, and related services, such as credit risk management services, oversight of customer suitability and regulatory compliance, sales positioning of products and
other services customary to marketplace intermediary operations. In general, for fully electronic transactions in U.S. Treasuries, the Company receives 65% of the transaction revenues and Cantor, BGC or Freedom receive 35% of the transaction
revenues. For a four-year period beginning on July 1, 2006, the 65%/35% revenue share between eSpeed and Freedom is paid on net transaction revenues, which are calculated after deductions of all electronic business-related broker commission
payments (up to a 45% broker payout). With respect to other fully electronic transactions, the following provisions are discussed below.
13
With respect to foreign exchange transactions, the 65%/35% revenue share between eSpeed and Cantor shall
be paid after the payment of any revenue share amount to certain participants on the FX platform and after payment of fees relating to clearance, settlement and fulfillment services provided by Cantor. Such clearing and settlement fees shall be
shared 65%/35% in the event that the average cost of such services exceeds the average costs associated with clearing and settling cash transactions in U.S. Treasuries.
The Company agreed to divide revenue with Cantor with respect to European Government Bonds (EGBs) traded electronically as follows: (i) the first $1.5 million of gross revenues from EGBs traded
electronically shall be shared 65% to eSpeed and 35% to Cantor, (ii) from July 1, 2005 through June 30, 2009, net revenues for EGBs derived from gross revenues in excess of $1.5 million shall be shared 50% to eSpeed and 50% to Cantor,
and (iii) after June 30, 2009, net revenues from EGBs derived from gross revenues in excess of $1.5 million shall then be shared 65% to eSpeed and 35% to Cantor. Net revenues shall be calculated after deduction of all electronic
business-related broker payouts, commissions and other related compensation expenses, which payouts, commissions and compensation expenses shall not exceed 50% of EGB electronic revenues.
The Company has agreed to divide revenue between the Company and Cantor with respect to all products other than benchmark U.S. Treasury securities, spot
foreign exchange or EGBs which become electronically traded in the future as follows: the Company may receive no less than 50% of the net revenues for such products for a period of four years from the date a customer enters an order on the eSpeed
system for such products, or four years from the date of the amendment in the case of products which are currently voice-assisted for BGC customers. At the end of such four-year period, the revenue share shall revert to a payment to eSpeed of 65% of
the net revenues for such products. Net revenues shall be calculated after deduction of all electronic business-related broker payouts, commissions and other related compensation expenses, which payouts, commissions and compensation expenses shall
not exceed 50% of such electronic revenues.
With respect to the equity order routing business conducted for Cantor, eSpeed and Cantor each
have traditionally received 50% of the revenues, after deduction of specified marketing, sales and other costs and fees. In addition, any eSpeed equity order routing business that was not conducted for Cantor was treated as a fully electronic
transaction, in which the Company would receive 65% of the revenues of any such business and Cantor will receive 35% of such revenues. Upon completion of the planned spin-off of the equities business in connection with the Aqua transaction, the
Company will be entitled to a 49% interest in the new entity and Cantor will be entitled to a 51% interest. The Aqua entity will also be authorized to receive clearing and administrative services from Cantor and technology infrastructure services
from eSpeed at cost. Aqua will also be authorized to pay sales commissions to brokers of Cantor, BGC or other brokers who participate in the sales process.
CO2e is to share with the Company 50% of the fully electronic revenues. With respect to (i) certain network access facilities services agreements and (ii) other circumstances in which Cantor refers network
access facility services business to the Company, 60% of net revenues from such business would be paid to Cantor and 40% of such revenues would be paid to the Company. This revenue sharing arrangement will be made after deduction of all sales
commissions, marketing, helpdesk, clearing and direct third party costs, including circuits and maintenance. With respect to private labeling of the eSpeed system to Cantor, the net revenues between eSpeed and Cantor with respect to such privately
labeled businesses shall be shared 50% to eSpeed and 50% to Cantor for a period of four years from the date such customer begins trading. Thereafter, net revenues shall be shared 65% to the Company and 35% to Cantor. Net revenues shall be calculated
after deduction of all electronic business-related broker payouts, commissions and other related compensation expenses, which payouts, commissions and compensation expenses shall not exceed 50% of such electronic revenues.
The Company is authorized to pay directly to BGC or Cantor brokers up to 10% of gross revenues on increased electronic trading on the eSpeed system by
customers of such brokers in certain products. These payments are intended to provide incentive to voice brokers to encourage additional electronic trading on the eSpeed system by their customers and are solely in the discretion of management. In
addition, BGC is authorized to pay directly to eSpeed sales personnel or to eSpeed or its affiliates discretionary payments of commissions generated by eSpeed sales personnel. These payments are intended to provide incentive to eSpeed
sales personnel to encourage additional voice brokered and hybrid trading.
Effective October 1, 2005, the Company amended the
Companys arrangement with Cantor with respect to Cantors Gaming Businesses to allow Cantor to provide their own Gaming Development Services. With that, former eSpeed technical personnel who had been primarily engaged in providing Gaming
Development services for Cantors Gaming Businesses were hired directly by Cantor. Consequently, the payment provisions in the JSA were amended to provide the Company a 12.5% share of the Gaming Transaction Revenues. In exchange for such
revenue share, the Company will provide to Cantor all Gaming-related Ancillary IT services consistent with the Ancillary IT services as is currently provided by eSpeed, and all reasonable replacement Ancillary IT. Further, Cantor will reimburse
eSpeed for 100% of all direct costs expended by eSpeed for additional items requested by Cantor, in writing, which are solely dedicated to Cantors Gaming Business. eSpeed shall also provide to Cantor access to its business and property,
including property, technology, software, and hardware in order to engage in development with respect to the Gaming Business.
14
In December 2005, the Company entered into an agreement with BGC to provide the technology and support
for the first integrated voice and electronic U.S. Dollar repo trading platform for the primary dealer community. The Company and BGC will split gross revenues generated by the new platform 50%/50% after a deduction of total broker compensation
associated with the extra commission paid to BGC brokers up to a cap of 50% of gross revenues.
In July 2006, the Company and Cantor
entered into an agreement whereby the Company will provide Ecco products to Cantor and BGC free of charge until December 31, 2007 and the Company will provide to Cantor new features and customized development work that it requests in writing
with respect to Ecco products and Cantor will pay the Company for the cost of the development of those new features. Additionally, the Company is authorized to enter into an agreement with Cantor to provide a commission for third-party sales by a
Cantor or BGC salesperson equal to the equivalent amount that would be paid if the salesperson was a salesperson of eSpeed.
In general,
for voice-assisted brokerage transactions, the Company receives 7% of the transaction revenues, in the case of BGC transactions, and 35% of the transaction revenues, in the case of Freedom transactions. For CO2e, the Company receives 20% of the
transaction revenues. For screen-assisted open outcry brokerage transactions, the Company receives 2.5% of the transaction revenues in the case of BGC transactions, and for CO2e, the Company receives 20% of the transaction revenues.
Under various services agreements, the Company has agreed to provide Cantor, BGC, Freedom and CO2e technology support services, including systems
administration, internal network support, support and procurement for desktops of end-user equipment, operations and disaster recovery services, voice and data communications, support and development of systems for clearance and settlement services,
systems support for brokers, electronic applications systems and network support, and provision and/or implementation of existing electronic applications systems, including improvements and upgrades thereto, and use of the related intellectual
property rights. In general, the Company charges Cantor, BGC and Freedom actual direct (compensation) and indirect costs (rent, maintenance, equipment and communications) of providing such services, and receives payment on a monthly basis. The
indirect costs are generally determined using headcount as the basis for such change. These services are provided to CO2e and to Cantor with respect to its Gaming Business at no additional cost other than the revenue sharing arrangement set forth
above. Also, in connection with Cantors Gaming Business, the Company has agreed to provide additional items such as hardware, machinery, personnel, communications lines and similar dedicated items to Cantor at its written request in exchange
for payment by Cantor of all of the direct costs for such items.
Under the terms of the JSA, the Company has agreed with Cantor to certain
arrangements, including commission structures, pursuant to which Cantor and its affiliates participate in certain eSpeed marketplaces by posting quotations for their accounts and by acting as principal on trades. Such activity is intended, among
other things, to assist these parties in managing their proprietary positions, and to facilitate transactions, add liquidity, increase commissions and attract additional order flow to the eSpeed system and revenue to both eSpeed and Cantor and its
affiliates.
Administrative Services Agreement
Under an Administrative Services Agreement (as defined below), Cantor provides various administrative services to eSpeed, including accounting, tax, legal, human resources and facilities management. The Company is required to reimburse
Cantor for the cost of providing such services. The costs represent the direct (compensation) and indirect costs (rent, maintenance, equipment and communications), of providing these services. The indirect costs are generally determined using
headcount as the basis for such change. The Administrative Services Agreement renews automatically for successive one-year terms unless cancelled upon six months prior notice by either eSpeed or Cantor. eSpeed incurred administrative fees for such
services during the three months ended September 30, 2007 and 2006 totaling $3.3 million and $2.6 million, respectively. eSpeed incurred administrative fees for such services during the nine months ended September 30, 2007 and 2006,
totaling $10.3 million and $9.7 million. Cantor is also authorized to provide these administrative services to the Aqua business.
The
services provided under both the JSA and the Administrative Services Agreement are related party services because Cantor controls eSpeed. As a result, the amounts charged for services under these agreements may be higher or lower than amounts that
would be charged by third parties if eSpeed did not obtain such services from Cantor. Management believes that the allocation of such costs are reasonable.
15
Other Transactions
At September 30, 2007, the Company had $92.3 million of reverse repurchase agreements with Cantor (see Note 9, Reverse Repurchase Agreements, for more information regarding these arrangements).
In February 2006, a subsidiary of Cantor acquired all of the assets of Horizon. Immediately prior to the closing of the acquisition, the Company entered
into the Horizon License. In consideration for the Horizon License and support services to be provided under the Horizon License, the Company issued to Horizon a warrant, which warrant was not transferred to Cantor (see Note 5, Other Intangible
Assets, Net, for more information regarding this transaction).
eSpeeds parent, Cantor, has granted certain eSpeed employees,
including Paul Saltzman, the Companys Chief Operating Officer, awards of partnership units in Cantor with a notional value of $1.1 million. Such partnership units entitle the employee to participate in quarterly distributions of income by
Cantor and receive post-termination payments equal to the notional value of the award in four equal installments on the first, second, third and fourth anniversaries of the employees termination, provided that the employee has not engaged in
any competitive activity with the Company or its affiliates prior to the date each payment is due.
Mr. Saltzmans entitlement to
such post-termination payments vests in six equal annual installments beginning July 1, 2007, provided that as of each such anniversary date Mr. Saltzman is still employed by the Company or one of its affiliates and has not breached this
agreement. The other partnership units were fully vested on date of grant. See Note 11, Stock-Based Compensation, for information regarding the accounting for these partnership units.
On August 10, 2006, the Company entered into a Sponsored Research Agreement with a researcher and a U.S. university in which the Company agreed to
pay $100,000 per year for five years in exchange for research and certain patent rights. In October 2006, the Company agreed with Cantor and BGC that they would pay 75% of all payments made by the Company in connection with the Sponsored Research
Agreement, and that to the extent, if any, that eSpeed makes any charitable contributions to the university, Cantor and BGC will make a proportional charitable contribution. In exchange for this agreement, the Company will retain a nonexclusive
license to all patents and patent applications resulting from the Sponsored Research Agreement within the field of fully electronic financial services, BGC will have a license to the patents and patent applications in all financial services fields
other than fully electronic, and Cantor will have patent rights to all other patents and patent applications. The Company further agreed that, in the event that the Company or Cantor grants a license to such technology in the field of fully
electronic financial services, the Company and Cantor will each receive 50% of all revenue from any such license.
In January 2007, the
Company announced the formation of Aqua Securities Holdings, an alternative electronic trading platform which offers new pools of block liquidity to the global equities markets. Aqua is 51% owned by Cantor and 49% owned by the Company. Both
companies collectively have contributed financial, professional, and technology assets to the new venture, which will include all of the Companys former equities order routing business. See Note 8, Investments, for information regarding the
accounting.
eSpeed currently enters into reverse repurchase agreements with Cantor and its affiliates as short-term investments as part of
its overall cash management strategy (See Note 9, Reverse Repurchase Agreements). As an alternative to its policy of investing its cash in reverse repurchase agreements with Cantor, on July 26, 2007, eSpeed entered into a Secured Promissory
Note and Pledge Agreement (the Secured Loan) with Cantor in which eSpeed agreed to lend to Cantor up to $100 million (the Secured Loan Amount) on a secured basis from time to time. The Secured Loan is guaranteed by a pledge
of eSpeed Class A or Class B Common Stock owned by Cantor equal to 125% of the outstanding Secured Loan amount, as determined on a next day basis. The Secured Loan bears interest at the market rate for equity repurchase agreements plus 0.25%
and is payable on demand. The Secured Loan was approved by eSpeeds Audit Committee. At September 30, 2007, the outstanding balance of the Secured Loan was $80 million. On November 8, 2007, the Company received $80 million from Cantor as
repayment of the outstanding balance from the Secured Loan.
11.
|
Stock-Based Compensation
|
The Company has adopted
the eSpeed, Inc. 1999 Long-Term Incentive Plan, as amended in 2003 (the LT Plan), which provides for awards in the form of 1) incentive stock options and non-qualified stock options; 2) stock appreciation rights; 3) restricted or
deferred stock; 4) dividend equivalents; 5) bonus shares and awards in lieu of obligations to pay cash compensation and 6) other awards, the value of which is based in whole or in part upon the value of the Companys Class A common stock.
The total number of shares of stock that may be subject to outstanding awards, determined immediately after the grant of any award, shall not exceed the greater of 18.5 million shares, or such number that equals 30% of the total number of
shares of all classes of the Companys common stock outstanding at the effective time of such grant. The maximum term of the options which have been granted is 10 years from the date of grant. The Compensation Committee of the Board of
Directors administers the LT Plan and is generally empowered to determine award recipients, and the terms and conditions of those awards. Awards may be granted to directors, officers, employees, consultants and service providers of the Company and
its affiliates.
16
Restricted Stock Units
A summary of the activity associated with restricted stock units for the nine months ended September 30, 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
|
Restricted
Stock Units
|
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Contractual
Term (Years)
|
Balance December 31, 2006
|
|
350,539
|
|
|
$
|
9.06
|
|
|
Granted
|
|
8,641
|
|
|
|
8.10
|
|
|
Vested
|
|
(4,069
|
)
|
|
|
8.60
|
|
|
Forfeited
|
|
(18,228
|
)
|
|
|
8.80
|
|
|
|
|
|
|
|
|
|
|
|
Balance September 30, 2007
|
|
336,883
|
|
|
$
|
9.06
|
|
0.4
|
|
|
|
|
|
|
|
|
|
Restricted stock units granted to employees have historically vested one year from date of grant.
Restricted stock units granted to employees during 2006 vest over a two-year period, with 67% vesting on the first anniversary date. During the nine months ended September 30, 2007, no restricted stock units were granted to employees.
Restricted stock units received by each non-employee director for their appointment or initial election to the Board of Directors vest equally on each of the first two anniversaries of the grant date, provided that the non-employee director is a
member of the Board at the opening of business on such date. During the nine months ended September 30, 2007, 8,641 restricted stock units were granted to a newly appointed non-employee director. The fair value of the restricted stock units is
determined on the date of grant based on the market value of Class A common stock, and is recognized, net of the effect of estimated forfeitures, over the vesting period. The Company uses historical data, including historical forfeitures and
turnover rates, to estimate expected forfeiture rates. At September 30, 2007, there was approximately $0.8 million of total unrecognized compensation expense related to unvested restricted stock units granted under the LT Plan. Total
compensation expense related to the restricted stock units before associated income taxes was approximately $ 0.3 million and $1.2 million for the three and nine months ended September 30, 2006, respectively. Total compensation expense
related to the restricted stock units before associated income taxes was approximately $0.5 million and $1.3 million for the three and nine months ended September 30, 2007, respectively.
Stock Options
A summary of the activity associated
with stock options for the nine months ended September 30, 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
|
Balance December 31, 2006
|
|
15,164,882
|
|
|
$
|
14.86
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
(32,192
|
)
|
|
|
5.10
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(480,319
|
)
|
|
|
16.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance September 30, 2007
|
|
14,652,371
|
|
|
|
14.82
|
|
5.1
|
|
$
|
8,070,315
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at September 30, 2007
|
|
13,739,704
|
|
|
$
|
15.23
|
|
4.8
|
|
$
|
8,016,859
|
|
|
|
|
|
|
|
|
|
|
|
|
During the nine months ended September 30, 2007, the Company did not grant any stock options. The
aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Companys Class A common stock for the 2.7 million options that were in-the-money at
September 30, 2007. During the nine months ended September 30, 2007 and 2006, the aggregate intrinsic value of options exercised was $0.1 million and $0.3 million, respectively, determined as of the date of option exercise. The exercise
prices for these options equaled the closing price of the Companys Class A common stock on the date of grant of each option. The options generally vest ratably and on a quarterly basis over four years from the grant date. At
September 30, 2007, there was approximately $4.3 million of total unrecognized compensation expense related to unvested stock options granted under the LT Plan. That expense is expected to be recognized over a weighted-average period of
approximately two years. Total compensation expense related to
17
employee stock options before associated income taxes was approximately $0.4 million and $1.1 million, for the three and nine months ended September 30,
2007, respectively. Total compensation expense related to employee stock options before associated income taxes was approximately $0.1 million and $0.2 million, for the three and nine months ended September 30, 2006, respectively.
The fair value of each stock option award granted is estimated as of the date of grant using a Black-Scholes option pricing model. Expected
volatilities are estimated using historical volatility of the Companys Class A common stock over a preceding period commensurate with the expected term of the options. The expected term of the options represents the period of time that
options granted are expected to be outstanding. For options granted subsequent to the adoption of SFAS 123R, the expected term of options granted is derived from the simplified method allowed by Staff Accounting Bulletin No. 107 because the
Companys historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. The risk-free rate for the expected term of the options is based on the U.S. Treasury zero-coupon yield curve in
effect at the time of grant. The expected dividend yield was assumed to be zero in the option pricing formula since the Company does not pay dividends and has no current plans to do so in the future. In addition, the Company uses historical data,
including historical forfeitures and employee turnover rates, to estimate expected forfeiture rates. The estimated forfeiture rate used for the three and nine months ended September 30, 2007 was immaterial. Groups of award recipients that have
different exercise behavior are considered separately for valuation purposes.
Partnership Units
eSpeeds parent, Cantor, has granted certain eSpeed employees, including Paul Saltzman, the Companys Chief Operating Officer, awards of
partnership units in Cantor with a notional value of $1.1 million. None were granted during 2007. Such partnership units entitle the employee to participate in quarterly distributions of income by Cantor and receive post-termination payments equal
to the notional value of the award in four equal installments on the first, second, third and fourth anniversaries of the employees termination, provided that the employee has not engaged in any competitive activity with the Company or its
affiliates prior to the date each payment is due. Mr. Saltzmans entitlement to such post-termination payments vests in six equal annual installments beginning July 1, 2007, provided that as of each such anniversary date
Mr. Saltzman is still employed by the Company or one of its affiliates and has not breached this agreement. The other partnership units in Cantor were fully vested on date of grant.
The partnership unit awards are accounted for as liability awards under SFAS 123R. The fair value of the liability awards at September 30, 2007 was
approximately $0.3 million. For the awards that are not fully vested at grant date, the Company will recognize non-cash compensation expense for the fair value of the awards as the awards are amortized over the stated vesting periods. For the awards
that are fully vested on the date of grant, the Company will recognize non-cash compensation expense at grant date for the fair value of the awards. The liability incurred for such awards will be re-measured at the end of every reporting period, and
accordingly, any changes in the fair value of such liability will be recorded by the Company as a non-cash compensation expense. In addition, the quarterly distributions on such units will be included in the Companys compensation expense as a
non-cash charge. For the three and nine months ended September 30, 2007, the Company recognized a non-cash charge of $0.1 million and $0.3 million, respectively, related to the partnership units in Cantor. None of the costs of the various
benefits provided under the partnership units in Cantor has been or will be paid by eSpeed; however, eSpeed records a non-cash charge included in the accompanying Condensed Consolidated Statements of Operations under the caption Compensation
and employee benefits, for the amounts that have been or will be paid to the employees by Cantor, with an offsetting amount credited to additional paid-in capital reflecting amounts deemed contributed by Cantor.
Business Partner Warrants
A summary of the activity
associated with business partner warrants for the nine months ended September 30, 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
Warrants
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term (Years)
|
Balance December 31, 2006
|
|
1,986,269
|
|
$
|
27.04
|
|
|
Granted
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance September 30, 2007
|
|
1,986,269
|
|
$
|
27.04
|
|
3.1
|
|
|
|
|
|
|
|
|
18
There was no expense related to the business partner warrants during the three and nine months ended
September 30, 2007 and 2006, respectively.
12.
|
Comprehensive (Loss) Income
|
The components of
comprehensive (loss) income were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(in thousands)
|
|
Net loss
|
|
$
|
(6,005
|
)
|
|
$
|
(526
|
)
|
Other comprehensive lossChange in available-for-sale-securities
|
|
|
(111
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
$
|
(6,116
|
)
|
|
$
|
(526
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(in thousands)
|
|
Net (loss) income
|
|
$
|
(11,494
|
)
|
|
$
|
1,214
|
|
Other comprehensive lossChange in available-for-sale-securities
|
|
|
(88
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) income
|
|
$
|
(11,582
|
)
|
|
$
|
1,214
|
|
|
|
|
|
|
|
|
|
|
The rights of holders of shares of
Class A and Class B common stock are substantially identical, except that holders of Class B common stock are entitled to 10 votes per share, while holders of Class A common stock are entitled to one vote per share. Additionally, each
share of Class B common stock is convertible at any time, at the option of the holder, into one share of Class A common stock. Cantor holds 99.8% of the Companys outstanding Class B common stock. The remaining 0.2% of the Companys
Class B common stock is owned by CF Group Management, Inc., the managing general partner of Cantor.
During the nine months ended
September 30, 2007 and 2006, the Company issued approximately 32,000 and 83,000 shares, respectively, of Class A common stock related to the exercise of employee stock options. In addition, during the nine months ended September 30, 2007,
the Company issued approximately 16,000 shares related to the Companys matched 2006 employee contributions to the eSpeed, Inc. Deferral Plan for Employees of Cantor Fitzgerald, L.P. and its Affiliates.
The Companys Board of Directors has authorized the repurchase of up to $100 million of outstanding Class A common stock. During each of the
nine months ended September 30, 2007 and 2006, the Company repurchased no shares of the Companys Class A common stock under this plan. At September 30, 2007, the Company has approximately $58.2 million remaining from its $100
million buyback authorization.
Basic earnings per share
(EPS) is computed by dividing net income by the weighted-average shares outstanding. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or restrictions
lapsed, resulting in the issuance of common shares that would then share in the earnings of the Company.
The following is a reconciliation
of the basic and diluted (loss) earnings per share computations:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(in thousands, except per share data)
|
|
Net loss
|
|
$
|
(6,005
|
)
|
|
$
|
(526
|
)
|
Shares of common stock and common stock equivalents
|
|
|
|
|
|
|
|
|
Weighted average shares used in basic computation
|
|
|
50,455
|
|
|
|
50,176
|
|
Diluted effect of:
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock units
|
|
|
|
|
|
|
|
|
Business partner warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(in thousands, except per share data)
|
|
Weighted average shares used in diluted computation
|
|
|
50,455
|
|
|
|
50,176
|
|
Loss per share
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.12
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
(0.12
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
For the three months ended September 30, 2007 and 2006, approximately 17.0 million and
16.7 million securities, respectively, were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
2007
|
|
|
2006
|
|
|
(in thousands, except per share data)
|
Net (loss) income
|
|
$
|
(11,494
|
)
|
|
$
|
1,214
|
Shares of common stock and common stock equivalents
|
|
|
|
|
|
|
|
Weighted average shares used in basic computation
|
|
|
50,442
|
|
|
|
50,243
|
Diluted effect of:
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
864
|
Restricted stock units
|
|
|
|
|
|
|
99
|
Business partner warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares used in diluted computation
|
|
|
50,442
|
|
|
|
51,206
|
(Loss) earnings per share
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.23
|
)
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
(0.23
|
)
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2007 and 2006, approximately 16.9 million and 16.7 million
securities, respectively, were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.
15.
|
Regulatory Capital Requirements
|
Through its
subsidiary, eSpeed Brokerage, Inc., formerly eSpeed Government Securities, Inc., the Company is subject to SEC broker-dealer regulation under Rule 17a-3 under the Securities Exchange Act of 1934, which requires the maintenance of minimum net
capital, as defined. At September 30, 2007, eSpeed Brokerage, Inc. had net capital of $42,796,743 which was in excess of minimum requirements of $97,067 by $42,699,765. The regulatory requirements referred to above may restrict the Companys
ability to withdraw capital from eSpeed Brokerage, Inc.
On May 29, 2007, the Company
announced that it had entered into an Agreement and Plan of Merger (the Merger) with BGC Partners, Inc. (BGC) pursuant to which eSpeed will acquire BGC for an aggregate of 133,860,000 shares of eSpeed common stock valued at
$9.75 per share. The surviving company will be renamed BGC Partners, Inc. Cantor is the controlling shareholder of both the Company and BGC. The Merger, which was recommended by the Companys Special Committee and unanimously approved by the
Companys Board of Directors, is subject to eSpeed stockholder approval, Financial Services Authority, NASD and other regulatory approvals, and customary closing conditions, and is expected to close in the first quarter of 2008.
During the three months and nine months ended September 30, 2007, the Company recorded $1.6 and $5.3 million, respectively, of acquisition costs
with respect to the Merger.
20
17.
|
Segment and Geographic Information
|
Segment and
product information
: The Company currently operates its business in one segment, that of operating interactive electronic marketplaces for the trading of financial products, licensing software, and providing technology support services to Cantor
and other related and unrelated parties. Revenues from these products comprise the majority of the Companys revenues.
Geographic
information
: The Company operates in the Americas (primarily in the U.S.), Europe and Asia. Revenue attribution for purposes of preparing geographic data is principally based upon the marketplace where the financial product is traded, which, as
a result of regulatory jurisdiction constraints in most circumstances, is also representative of the location of the client generating the transaction resulting in commissionable revenue. The information that follows, in managements judgment,
provides a reasonable representation of the activities of each region at the dates and for the periods indicated.
Transaction revenues by
geographic area were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
|
(in thousands)
|
Transaction revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe
|
|
$
|
7,552
|
|
$
|
7,019
|
|
$
|
22,960
|
|
$
|
21,570
|
Asia
|
|
|
1,112
|
|
|
651
|
|
|
3,072
|
|
|
2,297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non Americas
|
|
|
8,664
|
|
|
7,670
|
|
|
26,032
|
|
|
23,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
17,220
|
|
|
16,605
|
|
|
51,401
|
|
|
51,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
25,884
|
|
$
|
24,275
|
|
$
|
77,433
|
|
$
|
75,066
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets by geographic area were as follows:
|
|
|
|
|
|
|
|
|
September 30,
2007
|
|
December 31,
2006
|
|
|
(in thousands)
|
Total assets:
|
|
|
|
|
|
|
Europe
|
|
$
|
29,301
|
|
$
|
28,252
|
Asia
|
|
|
1,348
|
|
|
1,240
|
|
|
|
|
|
|
|
Total Non Americas
|
|
|
30,649
|
|
|
29,492
|
|
|
|
|
|
|
|
Americas
|
|
|
270,946
|
|
|
263,581
|
|
|
|
|
|
|
|
Total
|
|
$
|
301,595
|
|
$
|
293,073
|
|
|
|
|
|
|
|
During the third quarter of 2007,
management became aware that certain revenues and expenses related to a portion of the development of related party software covered under the Companys JSA, required restatement. The Company had accounted for certain fees paid by related
parties for software development as revenue in the period when the cash was received. The Company has now concluded that some of these paid fees should have been deferred and recognized ratably over the future period when such software will be used
to provide services to Cantor. The restatement correction reduced revenue from previous periods, thereby creating a deferred revenue liability. The restatement also corrected amortization expense that was recorded in connection with the
determination of the period of benefit provided by the developed software.
Specifically, Software Solutions fees from related parties
revenue has been restated to defer recognition over the period in which such fees are earned. Accordingly, the Company has restated its previously reported consolidated financial statements for the three and nine months ended September 30, 2006
and all related financial information and disclosures.
The restatement had no effect on net cash flows as shown in the Condensed
Consolidated Statements of Cash Flows for the nine months ended September 30, 2006. A summary of the effects of the restatement is included in the table below.
21
|
|
|
|
|
|
|
|
|
|
|
For the three months ended September 30
2006
|
|
(In thousands)
|
|
Previously Reported
|
|
|
Restated
|
|
Condensed Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
Software Solutions fees from related parties
|
|
$
|
7,417
|
|
|
$
|
7,444
|
|
Total revenues
|
|
|
38,076
|
|
|
|
38,103
|
|
Amortization of software development costs and other intangible assets
|
|
|
5,738
|
|
|
|
5,691
|
|
Total operating expenses
|
|
|
38,886
|
|
|
|
38,839
|
|
Loss before income taxes
|
|
|
(810
|
)
|
|
|
(736
|
)
|
Income tax benefit
|
|
|
(306
|
)
|
|
|
(210
|
)
|
Net loss
|
|
|
(504
|
)
|
|
|
(526
|
)
|
|
|
|
|
For the nine months ended September 30
2006
|
|
(In thousands)
|
|
Previously Reported
|
|
|
Restated
|
|
Condensed Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
Software Solutions fees from related parties
|
|
$
|
22,805
|
|
|
$
|
22,893
|
|
Total revenues
|
|
|
119,581
|
|
|
|
119,669
|
|
Amortization of software development costs and other intangible assets
|
|
|
18,255
|
|
|
|
18,078
|
|
Total operating expenses
|
|
|
117,747
|
|
|
|
117,570
|
|
Income before income taxes
|
|
|
1,834
|
|
|
|
2,099
|
|
Provision for Income Taxes
|
|
|
694
|
|
|
|
885
|
|
Net income
|
|
|
1,140
|
|
|
|
1,214
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended September 30
2006
|
|
(In thousands)
|
|
Previously
Reported
|
|
|
Restated
|
|
Condensed Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
Software Solutions fees from related parties
|
|
$
|
7,417
|
|
|
$
|
7,444
|
|
Total revenues
|
|
|
38,076
|
|
|
|
38,103
|
|
Amortization of software development costs and other intangible assets
|
|
|
5,738
|
|
|
|
5,691
|
|
Total operating expenses
|
|
|
38,886
|
|
|
|
38,839
|
|
Loss before income taxes
|
|
|
(810
|
)
|
|
|
(736
|
)
|
Income tax benefit
|
|
|
(306
|
)
|
|
|
(210
|
)
|
Net loss
|
|
|
(504
|
)
|
|
|
(526
|
)
|
23
|
|
|
|
|
|
|
|
|
For the nine months ended September 30
2006
|
(In thousands)
|
|
Previously
Reported
|
|
Restated
|
Condensed Consolidated Statements of Operations:
|
|
|
|
|
|
|
Software Solutions fees from related parties
|
|
$
|
22,805
|
|
$
|
22,893
|
Total revenues
|
|
|
119,581
|
|
|
119,669
|
Amortization of software development costs and other intangible assets
|
|
|
18,255
|
|
|
18,078
|
Total operating expenses
|
|
|
117,747
|
|
|
117,570
|
Income before income taxes
|
|
|
1,834
|
|
|
2,099
|
Provision for Income Taxes
|
|
|
694
|
|
|
885
|
Net income
|
|
|
1,140
|
|
|
1,214
|
Overview
eSpeed is a leader in developing and deploying electronic marketplaces and related trading technology that offers traders access to the most efficient, innovative and neutral financial markets in the world. We provide
an array of financial technology products which assist customers in managing market risk. We operate multiple buyer, multiple seller real-time electronic marketplaces for the global capital markets, including the worlds largest government bond
markets, the worlds largest foreign exchange markets, and other financial marketplaces, which may be accessed through fully electronic transactions for some products or through an integrated hybrid voice-assisted network accessed by voice
brokers. Our suite of marketplace tools provides end-to-end transaction solutions for the purchase and sale of financial products over our global private network or via the Internet. Our neutral platform, reliable network, straight-through
processing and proven solutions make us a trusted source for fully electronic and integrated hybrid voice-assisted trading at the worlds largest fixed income and foreign exchange trading firms, major exchanges and leading equities trading
firms in the world.
On May 29, 2007, we announced that we had entered into an Agreement and Plan of Merger (the Merger)
with BGC Partners, Inc. (BGC) pursuant to which we will acquire BGC for an aggregate of 133,860,000 shares of eSpeed common stock valued at $9.75 per share. The surviving company will be renamed BGC Partners, Inc. Cantor Fitzgerald, L.P
is the controlling shareholder of both the Company and BGC. The Merger, which was recommended by the Companys Special Committee and unanimously approved by the Companys Board of Directors, is subject to eSpeed stockholder approval, FSA,
NASD and other regulatory approvals, and customary closing conditions, and is expected to close in the first quarter of 2008.
For the
third quarter of 2007, we had total revenues, total operating expenses, and a net loss of $40.4 million, $49.7 million and $6.0 million, respectively, compared with the third quarter of 2006 of $38.1 million, $38.8 million and $0.5 million,
respectively. We experienced strong results from our fully electronic, voice-assisted brokerage and screen-assisted open outcry transactions with related parties businesses as well as increased Software Solutions fees. These year-on-year results
were offset by Wagner Patent revenues of zero and $4.4 million for the three months ended September 30, 2007 and 2006, respectively. The Wagner Patent expired on February 20, 2007, and we therefore no longer receive revenues related to
this patent. Total operating expenses increased during the third quarter of 2007 primarily as a result of increased compensation, professional and consulting costs, acquisition costs related to the Merger and litigation costs. This increase was
partially offset by lower amortization costs due to the expiration of the Wagner Patent.
On October 10, 2007, a jury rendered a
verdict that eSpeed and Ecco willfully infringed the patents in suit, and that eSpeed did not invalidate the patents. The jury awarded damages to TT in the amount of $3.5 million. That damage award may be increased or decreased by the
Court. As such, we have accrued a loss contingency of $3.5 million for the three months ended September 30, 2007. (for more information, see Note, 7, Commitment and Contingencies, to the Condensed Consolidated Financial Statements).
We continue to expect lower revenue and operating results in 2007 as compared with 2006. The Wagner Patent, which contributed 2006 fully electronic
revenues from unrelated parties and Software Solutions and licensing fees from unrelated parties of $6.2 million and $11.7 million, respectively, expired on February 20, 2007. While we have some uncertainty regarding our licensing fee revenues,
we have a broad intellectual property patent portfolio that we believe is highly valuable. We do not expect revenues in 2007 related to insurance recovery from related parties or grant proceeds. We anticipate our expenses will exceed 2006 as a
result of the Merger and litigation costs, combined with our continued investment in technology to support our affiliated voice brokers, and anticipated progression of our new products which will be offset by lower amortization costs as a result of
the expiration of the Wagner Patent.
24
U.S. Treasuries
We consider the trading of U.S. Treasury securities to be both a foundation for our Company and an area for potential incremental growth. For the nine months ended September 30, 2007, we experienced growth in our overall trading
volumes versus the same period in 2006. We believe that this growth is the result of a solid foundation of customer relationships, our proprietary technology, the continuation of fixed price arrangements with our largest customers, and the impact of
trading incentives at marginally lower commissions contained in many of our tailored pricing arrangements. Despite our increased trading volumes, our fully electronic revenue per transaction declined during the nine months ended September 30,
2007. This decline was due to an increase in trading volumes among those customers with fixed components to their pricing contracts.
We
remain well positioned for the projected growth in the overall U.S. Treasury market. With computer-assisted trading being the primary factor, we expect U.S. Treasury volumes to continue to grow substantially as traders utilize computers to augment
and implement their trading strategies. Our pipeline of new computer driven customers and relationships with these new market participants remain strong, assisted by our proprietary technology, customized client-centric approach and dedicated sales
and technology teams. As with most of our new customers, computer-assisted traders usually commence trading under variable price arrangements, so that early growth from these incremental traders will add both volume and variable revenue. However, as
these customers develop their trading model and execute more trades, the trend is for these customers to migrate to a customized pricing arrangement that may include a fixed component as well as some variable components.
Hybrid Voice and Screen-Assisted Products
Our integrated
hybrid voice-assisted model provides us a significant long-term pipeline opportunity, both in terms of fully electronic transaction volume and for increased revenues across our product offerings. The lifecycle of our hybrid model is the maturity of
a marketplace from telephones to computer-assisted trading. Historically, new markets have initially tended to trade by voice alone. As volumes increase and the structure and characteristics of a market standardize over time, the potential to
leverage technology and create new hybrid and fully electronic traded products increases, thereby allowing us to generally capture up to 65% revenue share versus 7% for voice-assisted and 2.5% for screen-assisted products. For example, during 2007
we launched a fully electronic BGC-branded European credit default swaps and FX Options trading platform. There is uncertainty, however, regarding the pace at which individual markets or financial instruments migrate from voice-only to
computer-assisted and fully electronic trading.
New Products
With our existing relationships, technology, network and prime location on trader desktops, we have the ability to extend our product-line beyond U.S. Treasuries and hybrid voice markets. As such, we remain committed
to new products which include foreign exchange and futures, and during the first nine months of 2007 we continued to develop and foster these products.
Foreign Exchange
With regard to foreign exchange, we offer a trading platform that provides FX spot traders with what we believe
is a better way to trade. However, we continue to encounter difficulties sustaining application programming interface (API) delivered price support from market-makers. Accordingly, we are making strategic adjustments that include the
deployment of a complementary second platform targeted at major institutions and market-makers. We believe that this new platform, combined with our experienced sales team and the continued growth in algorithmic trading and desktop traders, has us
well-positioned to capitalize on this opportunity.
Futures
Our futures business comprises an order routing service that offers customers access to the futures markets over the eSpeed network, and the Ecco front-end trading software product that provides sophisticated trading
tools such as automated spreading. We continue to focus on improving the structure and scalability of our current business, as well as investing in new product offerings and services. This investment has produced a new, faster order routing
connection to the CBOT futures exchange. Enhancements to the Ecco product suite, such as faster links to the Eurex exchange and a new link to the ICE Futures exchange, allow us to offer customers market leading automated
spreading capabilities for both the Eurex and ICE Futures exchange.
In addition, we continue to market our unique platform where certain
kinds of trading in cash U.S. Treasuries and futures may be executed simultaneously. This allows us to capture more of a traders government bond trades by satisfying futures trading needs on the same platform. Through our
ongoing strategy to increase distribution of our front-end products and expansion of our API service for connection of customers own applications to the eSpeed network, we aim to further increase volumes traded on the eSpeed network.
25
Equities
In
January 2007, we announced the formation of Aqua Securities, LP, an alternative electronic trading platform offering new pools of block liquidity to the global equities markets. Aqua will initially be 51% owned by Cantor and 49% owned by us. Both
companies collectively will contribute financial, professional, and technology assets to the new venture, which will include all of eSpeeds former equities order routing business. We received certain NASD approvals in April and October 2007,
respectively. Concurrent with this announcement, Kevin Foley relinquished his role as President of eSpeed, and will lead this initiative as President and CEO of Aqua.
Operations
We remain a leading innovator in the provision of financial product trading technology. We
continue to devote significant energy to the development of new and proprietary methods and technologies that we expect to incorporate in new products and product enhancements in 2007 and beyond. We target our innovation to create new opportunities
for our clients to gain trading advantage and increase trading profits and to meet new client needs that are generated by the rapid pace of change in their businesses. We believe that such continued delivery of new technologies that add value to our
clients will create for us additional trading volume, new revenue opportunities and barriers against competition.
We expect that our 2007
expenses will exceed 2006. We will have Merger related charges and Trading Technology litigation costs combined with higher costs associated with our continued investment in the innovation and development of technology to further the evolution of
our significant long-term hybrid pipeline and new products offset by lower 2007 Wagner Patent amortization costs of $0.6 million compared with the full year 2006 amortization of $4.8 million. As a result of the expiration of the Wagner Patent on
February 20, 2007, we will not have any further amortization associated with the Wagner Patent.
Critical Accounting Policies and Estimates
During the nine months ended September 30, 2007, there were no changes in our policies regarding the use of estimates and other
critical accounting policies. See Managements Discussion and Analysis of Financial Condition and Results of Operations, found in our Annual Report on Form 10-K/A for the year ended December 31, 2006, for additional
information relating to our use of estimates and other critical accounting policies.
Results of Operations
Revenues for the Three Months Ended September 30, 2007 Compared with the Restated Three Months Ended September 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
September 30,
2007
|
|
Percentage
of Total
Revenues
|
|
|
Three Months
Ended
September 30,
2006
|
|
Percentage
of Total
Revenues
|
|
|
|
(in thousands)
|
|
Transaction revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Fully electronic transactions with related parties
|
|
$
|
16,150
|
|
40.0
|
%
|
|
$
|
14,598
|
|
38.3
|
%
|
Fully electronic transactions with unrelated parties
|
|
|
171
|
|
0.4
|
%
|
|
|
2,154
|
|
5.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fully electronic transaction revenues
|
|
|
16,321
|
|
40.4
|
%
|
|
|
16,752
|
|
43.9
|
%
|
Voice-assisted brokerage transactions with related parties
|
|
|
7,214
|
|
17.9
|
%
|
|
|
6,125
|
|
16.1
|
%
|
Screen-assisted open outcry transactions with related parties
|
|
|
2,349
|
|
5.8
|
%
|
|
|
1,398
|
|
3.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transaction revenues
|
|
|
25,884
|
|
64.1
|
%
|
|
|
24,275
|
|
63.7
|
%
|
Software Solutions fees from related parties
|
|
|
9,257
|
|
22.9
|
%
|
|
|
7,444
|
|
19.5
|
%
|
Software Solutions and licensing fees from unrelated parties
|
|
|
2,716
|
|
6.7
|
%
|
|
|
3,914
|
|
10.3
|
%
|
Interest income
|
|
|
2,527
|
|
6.3
|
%
|
|
|
2,470
|
|
6.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
40,384
|
|
100.0
|
%
|
|
$
|
38,103
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transaction revenues
Total transaction revenues for the three months ended September 30, 2007 were $25.9 million compared with $24.3 million during the three months ended September 30, 2006. There were 63 trading days in both
the three-month periods
26
ended September 30, 2007 and 2006. Total volumes transacted increased by $8,326 billion (approximately $8.3 trillion), or 33.7%, to $33,001 billion
(approximately $33 trillion) for the three months ended September 30, 2007 from $24,675 billion (approximately $24.7 trillion) for the three months ended September 30, 2006. During the three months ended September 30, 2007, fully
electronic, voice-assisted and screen-assisted transaction revenues contributed 63.1%, 27.9% and 9.0% of our total transaction revenues, respectively, compared with 69.0%, 25.2% and 5.8% respectively, for three months ended September 30, 2006.
Fully electronic transaction revenues with related parties for the three months ended September 30, 2007 were $16.2 million, an
increase of $1.6 million from $14.6 million in the comparable period in 2006. This increase is primarily a result of increased treasury volume.
Fully electronic transaction revenues with unrelated parties relate to transactions that are neither cleared nor transacted by Cantor. For the three months ended September 30, 2007, fully electronic transaction revenues with unrelated
parties were $0.2 million compared with $2.2 million during the comparable period in 2006. These revenues primarily related to Wagner Patent transactions. The Wagner Patent expired on February 20, 2007.
Voice-assisted brokerage transaction revenues with related parties for the three months ended September 30, 2007 were $7.2 million compared with
$6.1 million for the three months ended September 30, 2006. Screen-assisted open outcry transaction revenues with related parties for the three months ended September 30, 2007 were $2.3 million, an increase of $1.0 million during the
comparable period in 2006. The increase was primarily due to a significant increase in transaction volume resulting from market conditions, BGCs investment and expansion in the voice brokerage business and BGCs trading desks migrating to
screen-assisted open outcry from voice only desks.
Our revenues are highly dependent on transaction volume in the global financial product
trading markets. Accordingly, among other things, equity and interest rate market volatility, economic and political conditions in the United States and elsewhere in the world, concerns over inflation, institutional and consumer confidence levels,
the availability of cash for investment by mutual funds and other wholesale and retail investors, fluctuating interest and exchange rates and legislative and regulatory changes and currency values may have an impact on our volume of transactions. In
addition, a significant amount of our revenues is currently received in connection with our relationship with related parties, primarily Cantor.
Software Solutions fees from related parties
Software Solutions fees from related parties for the three months ended
September 30, 2007 were $9.3 million compared with $7.4 million during the comparable period in 2006. This increase resulted from a rise in eSpeeds cost base combined with additional demand for our support services from Cantor and the
continued growth of BGC.
Software Solutions and licensing fees from unrelated parties
Software Solutions and licensing fees from unrelated parties for the three months ended September 30, 2007 were $2.7 million compared with $3.9
million during the comparable period in 2006. This decrease was due to the expiration of the Wagner Patent on February 20, 2007, partially offset by increased fees from our other licenses.
Interest income
During the three months ended
September 30, 2007, the blended weighted average interest rate that we earned on overnight reverse repurchase agreements and money market Treasury funds was 5.3% compared with 5.5% during the comparable period in 2006. As a result of the
decrease in the weighted average interest rate offset by higher average cash balances between periods, we generated interest income of $2.5 million for the three months ended September 30, 2007 and 2006, respectively.
Expenses for the Three Months Ended September 30, 2007 Compared with the Restated Three Months Ended September 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
September 30,
2007
|
|
Percentage
of Total
Expenses
|
|
|
Three Months
Ended
September 30,
2006
|
|
Percentage
of Total
Expenses
|
|
|
|
(in thousands)
|
|
Compensation and employee benefits
|
|
$
|
16,022
|
|
32.3
|
%
|
|
$
|
13,616
|
|
35.1
|
%
|
Amortization of software development costs and other intangible assets
|
|
|
4,800
|
|
9.7
|
%
|
|
|
5,691
|
|
14.7
|
%
|
Other occupancy and equipment
|
|
|
8,510
|
|
17.1
|
%
|
|
|
8,130
|
|
20.8
|
%
|
Administrative fees to related parties
|
|
|
3,345
|
|
6.7
|
%
|
|
|
2,616
|
|
6.7
|
%
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
September 30,
2007
|
|
Percentage
of Total
Expenses
|
|
|
Three Months
Ended
September 30,
2006
|
|
Percentage
of Total
Expenses
|
|
|
|
(in thousands)
|
|
Professional and consulting fees
|
|
|
6,050
|
|
12.2
|
%
|
|
|
2,639
|
|
6.8
|
%
|
Communications and client networks
|
|
|
2,224
|
|
4.5
|
%
|
|
|
2,088
|
|
5.4
|
%
|
Marketing
|
|
|
244
|
|
0.5
|
%
|
|
|
145
|
|
0.4
|
%
|
Loss contingency
|
|
|
3,500
|
|
7.0
|
%
|
|
|
|
|
|
|
Acquisition related costs
|
|
|
1,598
|
|
3.2
|
%
|
|
|
2,026
|
|
5.2
|
%
|
Other expenses
|
|
|
3,372
|
|
6.8
|
%
|
|
|
1,888
|
|
4.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
$
|
49,665
|
|
100.0
|
%
|
|
$
|
38,839
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and employee benefits
Compensation costs for the three months ended September 30, 2007 were $16.0 million compared with $13.6 million during the comparable period in 2006.
The $2.4 million, or 17.7%, increase in compensation costs resulted from annual pay increases, additional headcount and stock-based compensation expense. Substantially all of our employees are full-time employees located predominately in the New
York metropolitan area and London. Compensation costs include salaries, bonuses, payroll taxes and costs of employer-provided benefits for our employees.
Amortization of software development costs and other intangible assets
In accordance with the provisions of Statement of
Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, we capitalize qualifying computer software costs incurred during the application development stage and amortize them over their
estimated useful life of three years on a straight-line basis.
Amortization of software development costs and other intangible assets was
$4.8 million for the three months ended September 30, 2007, a decrease of $0.9 million, or 15.7%, compared with $5.7 million during the comparable period in 2006. This decrease was primarily related to the Wagner Patent expiration on
February 20, 2007. During the three months ended September 30, 2007 and 2006, we recorded Wagner Patent amortization of approximately zero and $1.2 million, respectively.
Other occupancy and equipment
Other occupancy and equipment costs were $8.5 million for the three
months ended September 30, 2007, a $0.4 million, or 4.9% increase compared with $8.1 million for the comparable period in 2006. The increase was primarily attributable to increased rent and utility costs related to the relocation of our London
offices, offset by lower computer and depreciation expenses.
Administrative fees to related parties
Under an Administrative Services Agreement, Cantor provides various administrative services to us, including accounting, tax, legal, human resources and
facilities management, for which we reimburse Cantor for the direct and indirect costs of providing such services.
Administrative fees to
related parties increased to $3.3 million for the three months ended September 30, 2007 compared with $2.6 million for the comparable period in 2006. Administrative fees to related parties are dependent upon both the costs incurred by Cantor
and the amount of Cantors administrative services that is utilized by us.
Professional and consulting fees
Professional and consulting fees were $6.1 million for the three months ended September 30, 2007 compared with $2.6 million for the comparable period
in 2006, an increase of 134.6%, primarily the result of on-going litigation costs as well as increased consulting and audit expenses.
Communications
and client networks
Communications and client networks costs were $2.2 million for the three months ended September 30, 2007
compared with $2.1 million for the comparable period in 2006.
Communications and client networks costs include the costs of local and wide
area network infrastructure, the cost of establishing the client network linking clients to us, data and telephone lines, data and telephone usage and other related costs. We anticipate expenditures for communications and client networks may
increase in the near future as we continue to connect additional customers to our network.
28
Loss contingency
On October 10, 2007, a jury rendered a verdict that eSpeed and Ecco willfully infringed the patents in suit, and that eSpeed did not invalidate the patents. The jury awarded damages to TT in the amount of
$3.5 million. That damage award may be increased or decreased by the Court. As such, we have accrued a loss contingency of $3.5 million for the three months ended September 30, 2007. (for more information, see Note, 7, Commitment and
Contingencies, to the Condensed Consolidated Financial Statements).
Acquisition-related costs
During the three months ended September 30, 2007, we recorded $1.6 million of acquisition-related costs with respect to the Merger. These costs
primarily included legal, advisory and other related expenses. During the three months ended September 30, 2006 we recorded $2.0 of acquisition costs related to proposals that were not pursued.
Other expenses
Other expenses consist primarily of
insurance costs, recruiting, travel, promotional and entertainment expenditures. For the three months ended September 30, 2007, other expenses were $3.4 million, an increase of approximately $1.5 million, or 78.9%, compared with other expenses
of $1.9 million for the comparable period in 2006. The increase was primarily due to higher recruiting fees and travel and entertainment.
Income taxes
During the three months ended September 30, 2007, we recorded an income tax benefit of $3.3 million compared with an income tax
benefit of $0.2 million during the three months ended September 30, 2006. Our consolidated effective tax rate can vary from period to period depending on, among other factors, the geographic and business mix of our earnings.
Revenues for the Nine Months Ended September 30, 2007 Compared with the Restated Nine Months Ended September 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
Ended
September 30,
2007
|
|
Percentage
of Total
Revenues
|
|
|
Nine Months
Ended
September 30,
2006
|
|
Percentage
of Total
Revenues
|
|
|
|
(in thousands)
|
|
Transaction revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Fully electronic transactions with related parties
|
|
$
|
48,311
|
|
39.9
|
%
|
|
$
|
45,983
|
|
38.4
|
%
|
Fully electronic transactions with unrelated parties
|
|
|
1,978
|
|
1.6
|
%
|
|
|
4,793
|
|
4.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fully electronic transaction revenues
|
|
|
50,289
|
|
41.5
|
%
|
|
|
50,776
|
|
42.4
|
%
|
Voice-assisted brokerage transactions with related parties
|
|
|
20,993
|
|
17.4
|
%
|
|
|
20,028
|
|
16.7
|
%
|
Screen-assisted open outcry transactions with related parties
|
|
|
6,151
|
|
5.1
|
%
|
|
|
4,262
|
|
3.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transaction revenues
|
|
|
77,433
|
|
64.0
|
%
|
|
|
75,066
|
|
62.7
|
%
|
Software Solutions fees from related parties
|
|
|
26,947
|
|
22.3
|
%
|
|
|
22,893
|
|
19.1
|
%
|
Software Solutions and licensing fees from unrelated parties
|
|
|
9,057
|
|
7.5
|
%
|
|
|
11,285
|
|
9.5
|
%
|
Insurance recovery from related parties
|
|
|
|
|
|
|
|
|
3,500
|
|
2.9
|
%
|
Interest income
|
|
|
7,537
|
|
6.2
|
%
|
|
|
6,925
|
|
5.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
120,974
|
|
100.0
|
%
|
|
$
|
119,669
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transaction revenues
Total transaction revenues for the nine months ended September 30, 2007 were $77.4 million compared with $75.1 million during the nine months ended September 30, 2006. There were 189 and 188 trading days in
the nine-month periods ended September 30, 2007 and 2006, respectively. Total volumes transacted increased by $18,354 billion (approximately $18.4 trillion), or 25.2%, to $91,078 billion (approximately $91.1 trillion) for the nine months ended
September 30, 2007 from $72,724 billion (approximately $72.7 trillion) for the nine months ended September 30, 2006. During the nine months ended September 30, 2007, fully electronic, voice-assisted and screen-assisted transaction
revenues contributed 64.9%, 27.1% and 8.0% of our total transaction revenues, respectively, compared with 67.6%, 26.7% and 5.7% respectively, for nine months ended September 30, 2006.
29
Fully electronic transaction revenues with related parties for the nine months ended September 30,
2007 of $48.3 million increased from $46.0 million during the comparable period in 2006. This $2.3 million increase primarily was a result of increased U.S. Treasury volumes.
Fully electronic transaction revenues with unrelated parties relate to transactions that are neither cleared nor transacted by Cantor. For the nine
months ended September 30, 2007, fully electronic transaction revenues with unrelated parties were $2.0 million compared with $4.8 million during the comparable period in 2006. These revenues primarily related to Wagner Patent transactions. The
Wagner Patent expired on February 20, 2007.
Voice-assisted brokerage transaction revenues with related parties for the nine months
ended September 30, 2007 were $21.0 million compared with $20.0 million for the nine months ended September 30, 2006. Screen-assisted open outcry transaction revenues with related parties for the nine months ended September 30, 2007
were $6.2 million, an increase of $1.9 million during the comparable period in 2006. The increase was primarily due to BGCs investment and expansion in the voice brokerage business and BGCs trading desks migrating to screen-assisted open
outcry from voice only desks.
Our revenues are highly dependent on transaction volume in the global financial product trading markets.
Accordingly, among other things, equity and interest rate market volatility, economic and political conditions in the United States and elsewhere in the world, concerns over inflation, institutional and consumer confidence levels, the availability
of cash for investment by mutual funds and other wholesale and retail investors, fluctuating interest and exchange rates and legislative and regulatory changes and currency values may have an impact on our volume of transactions. In addition, a
significant amount of our revenues is currently received in connection with our relationship with related parties, primarily Cantor.
Software Solutions
fees from related parties
Software Solutions fees from related parties for the nine months ended September 30, 2007 were $26.9
million compared with $22.9 million during the comparable period in 2006. This increase resulted from a rise in eSpeeds cost base combined with additional demand for our support services from Cantor and the continued growth of BGC.
Software Solutions and licensing fees from unrelated parties
Software Solutions and licensing fees from unrelated parties for the nine months ended September 30, 2007 were $9.1 million compared with $11.3 million during the comparable period in 2006. This decrease was due
to the expiration of the Wagner Patent on February 20, 2007, partially offset by increased fees from our other licenses.
Insurance recovery from
related parties
For the nine months ended September 30, 2006, insurance recoveries from related parties of $3.5 million were
recorded that related to fixed asset replacements of fixed assets destroyed in the September 11 Events (see Note 3, September 11 Events of the accompanying Notes to Condensed Consolidated Financial Statements for further discussion).
No insurance recoveries were recorded for the nine months ended September 30, 2007.
Interest income
During the nine months ended September 30, 2007, the blended weighted average interest rate that we earned on overnight reverse repurchase agreements
and money market Treasury funds was 5.3% compared with 4.9% during the comparable period in 2006. As a result of the increase in the weighted average interest rate and higher average cash balances between periods, we generated interest income of
$7.5 million for the nine months ended September 30, 2007 compared with $6.9 million for the comparable period in 2006. Interest income for the nine months ended September 30, 2006 included a $0.4 million settlement of a tax-related
matter.
30
Expenses for the Nine Months Ended September 30, 2007 Compared with the Restated Nine Months Ended
September 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
Ended
September 30,
2007
|
|
Percentage
of Total
Expenses
|
|
|
Nine Months
Ended
September 30,
2006
|
|
Percentage
of Total
Expenses
|
|
|
|
(in thousands)
|
|
Compensation and employee benefits
|
|
$
|
45,235
|
|
32.5
|
%
|
|
$
|
39,846
|
|
33.9
|
%
|
Amortization of software development costs and other intangible assets
|
|
|
15,171
|
|
10.9
|
%
|
|
|
18,078
|
|
15.4
|
%
|
Other occupancy and equipment
|
|
|
26,916
|
|
19.4
|
%
|
|
|
28,409
|
|
24.2
|
%
|
Administrative fees to related parties
|
|
|
10,330
|
|
7.4
|
%
|
|
|
9,713
|
|
8.3
|
%
|
Professional and consulting fees
|
|
|
13,056
|
|
9.4
|
%
|
|
|
6,774
|
|
5.8
|
%
|
Impairment of long-lived assets
|
|
|
4,010
|
|
2.9
|
%
|
|
|
|
|
|
|
Communications and client networks
|
|
|
6,511
|
|
4.7
|
%
|
|
|
6,115
|
|
5.2
|
%
|
Marketing
|
|
|
700
|
|
0.5
|
%
|
|
|
742
|
|
0.6
|
%
|
Amortization of non-employee securities
|
|
|
|
|
|
|
|
|
19
|
|
0.0
|
%
|
Loss contingency
|
|
|
3,500
|
|
2.6
|
%
|
|
|
|
|
|
|
Acquisition related costs
|
|
|
5,305
|
|
3.8
|
%
|
|
|
2,026
|
|
1.6
|
%
|
Other expenses
|
|
|
8,244
|
|
5.9
|
%
|
|
|
5,848
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
$
|
138,978
|
|
100.0
|
%
|
|
$
|
117,570
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and employee benefits
Compensation costs for the nine months ended September 30, 2007 were $45.2 million compared with $39.8 million during the comparable period in 2006.
The $5.4 million, or 13.5%, increase in compensation costs resulted from annual pay increases, additional headcount and stock-based compensation expense, partially offset by increased capitalization of compensation directly attributable to
internally developed software. Substantially all of our employees are full-time employees located predominately in the New York metropolitan area and London. Compensation costs include salaries, bonuses, payroll taxes and costs of employer-provided
benefits for our employees.
Amortization of software development costs and other intangible assets
In accordance with the provisions of Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal
Use, we capitalize qualifying computer software costs incurred during the application development stage and amortize them over their estimated useful life of three years on a straight-line basis.
Amortization of software development costs and other intangible assets was $15.2 million for the nine months ended September 30, 2007, a decrease of
$2.9 million, or 16.1%, compared with $18.1 million during the comparable period in 2006. This decrease was primarily related to a $1.2 million accelerated amortization expense in 2006 related to the early retirement of certain internally developed
software and the Wagner Patent expiration on February 20, 2007. During the nine months ended September 30, 2007 and 2006, we recorded Wagner Patent amortization of approximately $0.6 million and $3.6 million, respectively. This decrease
was offset by increased investment in software development activities during the prior 12 months and the associated increase in the amortization of the software development.
Other occupancy and equipment
Other occupancy and equipment costs were $26.9 million for the nine
months ended September 30, 2007, a $1.5 million, or 5.3%, decrease compared with $28.4 million for the comparable period in 2006. The decrease was primarily attributable to costs of $3.3 million related to the relocation of our London offices
during the second quarter of 2006, offset by increased computer expenses.
Administrative fees to related parties
Under an Administrative Services Agreement, Cantor provides various administrative services to us, including accounting, tax, legal, human resources and
facilities management, for which we reimburse Cantor for the direct and indirect costs of providing such services.
Administrative fees to
related parties increased to $10.3 million for the nine months ended September 30, 2007 compared with $9.7 million for the comparable period in 2006. Administrative fees to related parties are dependent upon both the costs incurred by Cantor
and the amount of Cantors administrative services that is utilized by us.
31
Professional and consulting fees
Professional and consulting fees were $13.1 million for the nine months ended September 30, 2007 compared with $6.8 million for the comparable period in 2006, an increase of 92.7%, primarily the result of
on-going litigation costs as well as increased consulting and audit expenses.
Impairment of long-lived assets
We recorded asset impairment charges of $ 4.0 million for the nine months ended September 30, 2007 related to discarded software development and
other fixed assets
.
There we no asset impairment charges for the nine months ended September 30, 2006. For further discussion, see Note 4, Fixed Assets, Net, and Note 5, Other Intangible Assets, Net, of the accompanying Notes to
Consolidated Financial Statements.
Communications and client networks
Communications and client networks costs were $6.5 million for the nine months ended September 30, 2007 compared with $6.1 million for the comparable period in 2006.
Communications and client networks costs include the costs of local and wide area network infrastructure, the cost of establishing the client network
linking clients to us, data and telephone lines, data and telephone usage and other related costs. We anticipate expenditures for communications and client networks may increase in the near future as we continue to connect additional customers to
our network.
Loss contingency
On
October 10, 2007, a jury rendered a verdict that eSpeed and Ecco willfully infringed the patents in suit, and that eSpeed did not invalidate the patents. The jury awarded damages in the amount of $3.5 million. That damage award may be
increased or decreased by the Court. As such, we have accrued a loss contingency of $3.5 million for the three months ended September 30, 2007. (for more information, see Note, 7, Commitment and Contingencies, to the Condensed Consolidated
Financial Statements).
Acquisition-related costs
During the nine months ended September 30, 2007, we recorded $5.3 million of acquisition-related costs with respect to the Merger. These costs primarily included legal, advisory and other related expenses.
Other expenses
Other expenses consist
primarily of insurance costs, recruiting, travel, promotional and entertainment expenditures. For the nine months ended September 30, 2007, other expenses were $8.2 million, an increase of approximately $2.4 million, or 41%, compared with other
expenses of $5.8 million for the comparable period in 2006. The increase was primarily due to higher recruiting fees and travel and entertainment expenses.
Income taxes
During the nine months ended September 30, 2007, we recorded an income tax benefit of $6.5 million
compared with an income tax provision of $0.9 million during the nine months ended September 30, 2006. Our consolidated effective tax rate can vary from period to period depending on, among other factors, the geographic and business mix of our
earnings.
Market Summary
The
following table provides certain volume and transaction count information on the eSpeed system for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
3Q06
|
|
4Q06
|
|
1Q07
|
|
2Q07
|
|
3Q07
|
Volume (in billions)
|
|
|
|
|
|
|
|
|
|
|
Fully Electronic VolumeExcluding New Products
|
|
9,381
|
|
9,813
|
|
11,809
|
|
10,281
|
|
12,689
|
Fully Electronic VolumeNew Products
|
|
1,179
|
|
1,335
|
|
1,415
|
|
1,066
|
|
990
|
|
|
|
|
|
|
|
|
|
|
|
Total Fully Electronic Volume
|
|
10,560
|
|
11,148
|
|
13,224
|
|
11,347
|
|
13,679
|
Voice-Assisted Volume
|
|
8,217
|
|
7,933
|
|
8,884
|
|
9,820
|
|
10,884
|
Screen-Assisted Volume
|
|
5,898
|
|
6,111
|
|
7,486
|
|
7,317
|
|
8,438
|
|
|
|
|
|
|
|
|
|
|
|
Total Voice/Screen-Assisted Volume
|
|
14,115
|
|
14,044
|
|
16,370
|
|
17,137
|
|
19,322
|
|
|
|
|
|
|
|
|
|
|
|
Total Volume
|
|
24,675
|
|
25,192
|
|
29,594
|
|
28,484
|
|
33,001
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3Q06
|
|
4Q06
|
|
1Q07
|
|
2Q07
|
|
3Q07
|
Transaction Count (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fully Electronic TransactionsExcluding New Products
|
|
|
1,688
|
|
|
1,765
|
|
|
2,062
|
|
|
1,749
|
|
|
2,661
|
Fully Electronic TransactionsNew Products
|
|
|
141
|
|
|
142
|
|
|
144
|
|
|
154
|
|
|
128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fully Electronic Transactions
|
|
|
1,829
|
|
|
1,907
|
|
|
2,206
|
|
|
1,903
|
|
|
2,789
|
Voice-Assisted Transactions
|
|
|
184
|
|
|
178
|
|
|
201
|
|
|
210
|
|
|
217
|
Screen-Assisted Transactions
|
|
|
66
|
|
|
63
|
|
|
92
|
|
|
114
|
|
|
119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Voice/Screen-Assisted Volume
|
|
|
250
|
|
|
241
|
|
|
293
|
|
|
324
|
|
|
336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Transactions
|
|
|
2,079
|
|
|
2,148
|
|
|
2,499
|
|
|
2,227
|
|
|
3,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading Days
|
|
|
63
|
|
|
62
|
|
|
62
|
|
|
64
|
|
|
63
|
|
|
|
|
|
|
U.S. Primary Dealer Treasury Volume (in billions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Volume
|
|
$
|
32,171
|
|
$
|
30,742
|
|
$
|
34,437
|
|
$
|
33,100
|
|
$
|
39,414
|
Average Daily U.S. Treasury Volume
|
|
$
|
511
|
|
$
|
496
|
|
$
|
555
|
|
$
|
517
|
|
$
|
626
|
Reported volumes and transaction counts include transactions by Cantor and its affiliates that
participate in certain of our marketplaces by posting quotations for their accounts and by acting as principal on trades. While the principal participation may vary widely from product to product and may be significant for any given product or
period, in no case does the principal participation by Cantor and its affiliates exceed 10% of any of the reported volume or transaction counts, except as otherwise noted. Such activity is intended, among other things, to assist these affiliates in
managing their proprietary positions, and to facilitate transactions, add liquidity, increase commissions and attract additional order flow to the eSpeed system and revenue to both us and Cantor and its affiliates.
Fully electronic volume on our system, excluding new products, was $12.7 trillion for the third quarter of 2007, up 23.4% from $10.3 trillion for the
second quarter of 2007 and an increase of 35.3% from the $9.4 trillion in the third quarter of 2006. Fully electronic volume on our system for new products, which we define as foreign exchange, interest rate swaps, repurchase agreements, futures,
and credit default swaps was, $1.0 trillion in the third quarter of 2007, down 7.1% compared with the $1.1 trillion reported in the second quarter of 2007 and a decrease of 16.0% from the $1.2 trillion reported in the third quarter of 2006. Our
combined voice-assisted and screen-assisted volume in the third quarter of 2007 was $19.3 trillion, an increase of 12.7% from $17.1 trillion in the second quarter of 2007, and an increase of 36.9% over the $14.1 trillion reported in the third
quarter of 2006.
Seasonality
The
financial markets in which we operate are generally affected by seasonality. Traditionally, the financial markets around the world experience lower volume during the summer and at the end of the year due to a general slowdown in the business
environment and, therefore, transaction volume levels may decrease during those periods. The timing of the holidays generally contributes to a slowdown in transaction volume.
Liquidity and Capital Resources
Our principal source of liquidity is our operating cash flow. This
cash-generating capability is one of our fundamental strengths and provides us with substantial financial flexibility in meeting operating, investing and financing needs. At September 30, 2007, we had cash and cash equivalents of $103.5
million, a decrease of $84.3 million compared with $187.8 million at December 31, 2006. This decrease in cash is primarily related to the Secured Promissory Note and Pledge Agreement dated July 26, 2007 (the Secured Loan) with
Cantor in which we agreed to lend Cantor up to $100 million on a secured basis from time to time, which would result in a reduction of our cash and cash equivalents and increase our Secured Loan receivable from Cantor. As of September 30, 2007
the outstanding balance was $80 million. On November 8, 2007, the Company received $80 million from Cantor as repayment of the outstanding balance of the Secured Loan.
Operating Activities
During the nine months ended September 30, 2007, our operating
activities provided cash of $27.6 million compared with $30.1 million during the comparable period in 2006. For the nine months ended September 30, 2007 compared with the nine months ended September 30, 2006, we recorded a net loss of
$11.5 million versus $1.2 million in net income for the comparable period in 2006. For the nine months ended September 30, 2007, compared with the nine months ended
33
September 30, 2006, depreciation and amortization expenses decreased by approximately $4.0 million as a result of the expiration of the Wagner Patent on
February 20, 2007, accelerated amortization in 2006 due to the anticipated early retirement of certain internally developed software partially and lower depreciation expense. These changes were offset by the increase in accounts payable and
accrued liabilities of $9.7, an impairment loss of $4.0 and the change in payable to related parties and receivable from related parties for the nine months ended September 30, 2007 compared with the nine months ended September 30, 2006 of
$2.6 million primarily due to the timing of payments. Also, in the nine months ended September 30, 2006 we had an insurance recovery of $3.5 million.
Our operating cash flows consist of transaction revenues and Software Solutions fees from related and unrelated parties, licensing fees from unrelated parties, various fees paid to or costs reimbursed to Cantor, other
costs paid directly by us and interest income. In its capacity as a fulfillment service provider, Cantor processes and settles transactions and, as such, collects and pays the funds necessary to clear transactions with the counterparty. In doing so,
Cantor receives our portion of the transaction fee and, in accordance with the JSA, remits the amount owed to us. In addition, we have entered into similar services agreements with BGC, Freedom and CO2e.com, LLC (CO2e). Under the
Administrative Services Agreement, the Joint Services Agreement and the services agreements with Cantor, BGC, Freedom, and CO2e, any net receivable or payable is settled monthly.
Investing Activities
During the nine months ended September 30, 2007, we used cash in
investing activities of $111.8 million compared with $17.9 million during the comparable period in 2006. The increase was primarily related to the loan to Cantor of $80.0 million, an increase of $4.5 million in capitalization of software development
costs, $4.2 increase in purchases of fixed assets, the purchase of $2.5 million available-for-sale marketable securities, and an investment purchase of 0.8 million. These increases were offset by the return of $1.8 million of restricted cash during
the first nine months of 2007. Additionally, during the nine months ended September 30, 2006, we received $3.5 million in insurance proceeds related to the replacement of fixed assets lost in the September 11 Events (see Note
3, September 11 Events, of the accompanying Notes to Condensed Consolidated Financial Statements for more information regarding the September 11 Events).
As part of our overall cash strategy, we currently enter into reverse repurchase agreements with Cantor and its affiliates as short-term investments. As an alternative to this policy of investing our cash in
reverse repurchase agreements with Cantor, on July 26, 2007 we entered into a Secured Promissory Note and Pledge Agreement (the Secured Loan) with Cantor in which we agreed to lend to Cantor up to $100,000,000 (the Secured
Loan Amount) on a secured basis from time to time. The Secured Loan is guaranteed by a pledge of eSpeed Class A or Class B Common Stock owned by Cantor equal to 125% or the outstanding Secured Loan amount, as determined on a next day
basis. The Secured Loan will bear interest at the market rate for equity repurchase agreements plus 0.25% and is payable on demand. The outstanding balance, if any, would result in a reduction of our cash and cash equivalents and an increase in our
Secured Loan receivable from Cantor. On November 8, 2007, the Company received $80 million from Cantor as repayment of the outstanding balance of the Secured Loan.
Financing Activities
During the nine months ended September 30, 2007, our financing activities used cash of
$0.2 million compared with cash provided by financing activities of $0.5 million in the comparable period in 2006. The cash used in financing activities primarily related to the repurchase of Class A common stock offset by cash received from
stock option exercises. During the nine months ended September 30, 2007 and 2006, we made no Class A common stock repurchases under our repurchase plan approved by our Board of Directors. However, during the nine months ended
September 30, 2007, we did make cash outflows related to cash settlements for purchases of our Class A common stock from the year ended December 31, 2006. Our Board of Directors has authorized the repurchase of up to $100 million of
our outstanding Class A common stock, of which $58.2 million remained available for repurchase as of September 30, 2007. In the future, we may continue to repurchase shares opportunistically.
We anticipate, based on managements experience and current industry trends, that our existing cash resources will be sufficient to meet our
anticipated working capital and capital expenditure requirements for at least the next 12 months. However, we believe that there are a significant number of capital intensive opportunities for us to maximize our growth and strategic position,
including, among other things, acquisitions, strategic alliances and joint ventures potentially involving all types and combinations of equity, debt, acquisition, recapitalization and reorganization alternatives. As a result, we may need to raise
additional funds to:
|
|
|
increase the regulatory net capital necessary to support our operations;
|
|
|
|
support more rapid growth in our business;
|
|
|
|
develop new or enhanced services and products;
|
34
|
|
|
respond to competitive pressures;
|
|
|
|
acquire complementary technologies and businesses; and
|
|
|
|
respond to unanticipated requirements.
|
We cannot assure you that we will be able to obtain additional financing when needed on terms that are acceptable, if at all. We are continually considering such options, including the possibility of additional repurchases of our
Class A common stock, and their effect on our liquidity and capital resources.
1.
|
Aggregate Contractual Obligations
|
As of
September 30, 2007, there were no material changes to our aggregate contractual obligations, as detailed in our Annual Report on Form 10-K/A for the year ended December 31, 2006. We will continue to include our income tax liabilities in
the Contractual Obligations table in our Annual Report on Form 10-K for the year ending December 31, 2007.
2.
|
Off-Balance Sheet Arrangements
|
As of
September 30, 2007, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
Recent Accounting
Pronouncements
FIN No. 48: In July 2006, the FASB issued interpretation No. 48, Accounting for Uncertainty in Income
Taxesan interpretation of FASB Statement No. 109 (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The provisions of FIN 48 were effective for us on January 1, 2007.
At the FIN 48 adoption date of January 1, 2007, we had $1.7 million of unrecognized tax benefits, all of which would affect our
effective tax rate if recognized. We recorded a cumulative effect adjustment of $0.2 million as a decrease to our January 1, 2007 retained earnings for the accrued interest expense on the unrecognized tax benefit. We recognize interest and
penalties related to uncertain tax positions as an accrued expense. At September 30, 2007, we had $1.7 million of unrecognized tax benefits. During the first nine months of 2007, we expensed less than $0.1 million of interest expense related to
the unrecognized tax benefit. As of September 30, 2007, we had approximately $0.3 million of accrued interest related to uncertain tax positions. We file income tax returns in the U.S. federal jurisdiction and various states, local and foreign
jurisdictions. We, with few exceptions, are no longer subject to U.S. federal, state/local or non-U.S. income tax examination by tax authorities for years prior to 2003, 1999 and 2000, respectively.
SFAS No. 157: In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value,
establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective for
fiscal years beginning after November 15, 2007. We are currently evaluating the impact of adopting SFAS 157.
SFAS No. 159: In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities (SFAS 159). SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value, and
establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 is effective for fiscal years beginning
after November 15, 2007. We are currently evaluating the impact of adopting SFAS 159.