Espeed (MM) (NASDAQ:ESPD)
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eSpeed, Inc. (NASDAQ: ESPD), a leading developer of electronic
marketplaces and related trading technology for the global capital
markets, today reported results for the fourth quarter and full year
ended December 31, 2007.
On May 29, 2007, eSpeed, Inc. and BGC Partners announced that eSpeed and
BGC planned to merge, and that the Combined Company would be named “BGC
Partners, Inc.” This merger is expected to
close by the end of the first quarter of 2008. This release discusses
fourth quarter and full year results for both companies, and the outlook
for the Combined Company.
eSpeed’s Fourth Quarter and Full Year
Results Summary
4Q2007
Actual
4Q2006
Actual
FY2007
Actual
FY2006
Actual
GAAP Revenues
$38.2 MM
$45.0 MM
$159.2 MM
$164.7 MM
Non-GAAP Operating Revenues
$38.2 MM
$41.9 MM
$158.4 MM
$157.6 MM
GAAP Net (Loss) Income Per Diluted Share
($0.42)
$0.07
($0.64)
$0.09
Non-GAAP Net Operating (Loss) Income Per Diluted Share
($0.04)
$0.06
$0.02
$0.15
BGC’s Preliminary Fourth Quarter and Full
Year Results Summary1
BGC announced the following financial highlights related to its
preliminary results for the fourth quarter and full year 2007:
* BGC’s fourth quarter 2007 pre-tax profits
were approximately $20 million versus a pre-tax loss of $32 million in
the fourth quarter of 2006;
* BGC’s full year 2007 pre-tax profits were
approximately $101 million versus a pre-tax loss of $87 million in 2006;
* BGC’s fourth quarter 2007 revenues
increased by 33 percent year-over-year to approximately $253 million; and
* BGC’s full year 2007 revenues increased by
37 percent year-over-year to approximately $1,029 million.
“BGC had a strong fourth quarter, and given
its excellent performance year to date, we expect the Combined Company’s
pro forma pre-tax first quarter 2008 profits to increase by over 80
percent compared to the first quarter of 2007," said Howard W. Lutnick,
who is Chairman, Chief Executive Officer and President of eSpeed, and
who will become Chairman and co-Chief Executive Officer of the Combined
Company upon the completion of eSpeed’s
planned merger with BGC.
“We expect the Combined Company’s
first quarter 2008 pro forma earnings per share to be approximately 450
percent higher than eSpeed’s stand-alone
non-GAAP net operating income per share of four cents in the first
quarter of 2007,” added Lee M. Amaitis,
Chairman and Chief Executive Officer of BGC and Vice Chairman of eSpeed,
who will become co-Chief Executive Officer of BGC Partners Inc. after
the completion of the planned merger. “This
extraordinary performance further demonstrates the strategic value to
our stockholders of this highly accretive combination.”
eSpeed’s Fourth Quarter Earnings
eSpeed reported a net loss of $21.0 million, or $0.42 per diluted share,
for the fourth quarter of 2007 based on Generally Accepted Accounting
Principles (“GAAP”).
To reflect earnings generated from the Company's operations, eSpeed also
reported a non-GAAP net operating loss of $2.0 million, or $0.04 per
diluted share. The difference between non-GAAP net operating loss and
GAAP net loss for the quarter was primarily due to $12.3 million in one
time pre-merger severance and stock based compensation expenses, $3.5
million in patent litigation costs, $1.8 million in deal-related
expenses, a $1.0 million charge for the impairment of fixed assets and
capitalized software costs, and $0.5 million in losses from Aqua, in
which eSpeed has an equity stake and into which it contributed its
previous Equities Direct Access business in October 2007. All of these
differences were net of tax.
In comparison, eSpeed reported GAAP net income of $3.4 million, or $0.07
per diluted share, for the fourth quarter of 2006. eSpeed also reported
non-GAAP net operating income of $3.3 million, or $0.06 per diluted
share. The difference between non-GAAP net operating income and GAAP net
income for the quarter occurred primarily due to a September 11th-related
government grant of $1.9 million partially offset by a $1.2 million
charge for the impairment of fixed assets and capitalized software
costs, $0.5 million in patent litigation costs, and a $0.1 million
charge related to an office relocation, all net of tax.
eSpeed’s Full Year Earnings
For the full year 2007, eSpeed reported a GAAP net loss of $32.5
million, or $0.64 per diluted share, and non-GAAP net operating income
of $0.9 million, or $0.02 per diluted share. The difference between
non-GAAP net operating income and GAAP net loss for the year was
primarily due to $12.3 million in one time pre-merger severance and
stock based compensation expenses, $10.7 million in patent litigation
costs, $5.1 million in deal-related expenses, $3.5 million in charges
for the impairment of fixed assets and capitalized software costs, $1.6
million in losses from Aqua, and $0.3 million in charitable
contributions related to eSpeed’s September
11, 2007 Charity Day. All of these differences were net of tax.
In comparison, eSpeed reported GAAP net income of $4.7 million, or $0.09
per diluted share, for the full year 2006. For the same timeframe,
eSpeed reported non-GAAP net operating income of $7.8 million, or $0.15
per diluted share. The difference between non-GAAP net operating income
and GAAP net income for the full year 2006 was primarily due to
insurance proceeds of $2.1 million, a September 11th
related government grant of $1.9 million, a payment to eSpeed of $0.5
million relating to a litigation settlement, and a $0.2 million net gain
related to tax settlements, partially offset by $2.5 million in expenses
relating to the relocation of the Company’s
London offices, $2.0 million in patent litigation costs, $1.3 million in
acquisition-related costs, a $1.2 million charge for the impairment of
fixed assets and capitalized software costs, $0.7 million in accelerated
amortization of capitalized software, and a $0.2 million charitable
contribution to the Cantor Fitzgerald Relief Fund, all net of tax.
eSpeed’s Fourth Quarter Revenues
eSpeed reported GAAP and non-GAAP operating revenues of $38.2 million
for the fourth quarter of 2007.
eSpeed reported GAAP revenues of $45.0 million and non-GAAP operating
revenues of $41.9 million for the fourth quarter of 2006. The difference
between GAAP and non-GAAP revenues for the fourth quarter of 2006 was a
September 11th related government grant of
$3.1 million.
Fully electronic revenues were $16.0 million in the fourth quarter of
2007, compared with $18.2 million in the fourth quarter of 2006.
Excluding $1.9 million in revenues related to the Wagner patent and
recorded in the fourth quarter of 2006 as part of “Fully
electronic transactions with unrelated parties”,
revenues from eSpeed’s fully electronic
business were flat compared to the fourth quarter of 2007 from $16.3
million in the year-earlier period. Revenues from software solutions
were $11.4 million in the quarter compared with $13.6 million in the
year ago period. Excluding Wagner-related payments of $4.2 million in
the fourth quarter 2006, recorded as “Software
Solutions and licensing fees from unrelated parties”,
software solutions revenues increased by 21.5 percent from $9.4 million
in the fourth quarter of 2006. The Wagner patent expired in February of
2007.
Hybrid voice-assisted and screen-assisted revenues totaled $8.6 million
in the fourth quarter of 2007, up 16.2 percent compared with $7.4
million in the fourth quarter of 2006.
eSpeed’s Full Year Revenues
eSpeed reported GAAP revenues of $159.2 million and non-GAAP operating
revenues of $158.4 million for the full year 2007. The difference
between GAAP and non-GAAP revenues for the year of 2007 reflected $0.8
million in revenues from Aqua.
eSpeed reported GAAP revenues of $164.7 million and non-GAAP operating
revenues of $157.6 million for the full year 2006. The difference
between GAAP and non-GAAP revenues for the full year 2006 was a gain
from insurance proceeds of $3.5 million, a September 11th-related
government grant of $3.1 million, and $0.4 million in interest income
related to the settlement of a tax-related matter.
Fully electronic revenues were $66.3 million for the full year 2007,
compared with $69.0 million in 2006. Excluding $1.3 million in fully
electronic revenues related to the Wagner patent recognized in 2007 and
$6.2 million recognized in 2006, revenues from eSpeed’s
fully electronic business were up 3.6 percent in 2007 from $62.8 million
in 2006. Revenues from Software Solutions were $47.4 million for the
full year 2007 compared with $47.8 million in 2006. Excluding
Wagner-related Software Solutions from Unrelated Parties revenues of
$1.6 million recorded in 2007 and $11.7 million recorded in 2006,
Software Solutions revenues increased by 26.8 percent from $36.1 million
in 2006.
Hybrid voice-assisted and screen-assisted revenues totaled $35.7 million
in 2007, up 13 percent from $31.7 million in 2006.
See "Non-GAAP Financial Measures" below for a detailed description of
the Company’s non-GAAP financial measures.
Items Impacting eSpeed’s GAAP Revenues and
Income
The year-over-year decrease in quarterly GAAP revenues was due primarily
to the loss of revenue related to the Wagner patent, partially offset by
increases in hybrid screen-assisted and voice-assisted revenues from
BGC. The lost net income from the Wagner patent, which totaled $3.1
million for the fourth quarter of 2006, $8.0 million for full year 2006
and $1.9 million for full year 2007, along with the aforementioned
expenses related to compensation, litigation, and the BGC acquisition
were the primary contributors to eSpeed’s
wider GAAP net loss in the fourth quarter and full year 2007.
eSpeed’s Full Year and Fourth Quarter Cash
Flow and Cash
eSpeed used cash flow from operations of $8.8 million during the fourth
quarter of 2007, compared with the generation of $6.7 million during the
fourth quarter of 2006. For the full year 2007, eSpeed generated cash
flow from operations of $18.9 million, compared with $36.8 million in
2006.
The Company also reports free cash flow, which it defines as cash from
operations less net cash used in investing activities, including capital
expenditures. eSpeed’s free cash flow was
($19.4) million for the fourth quarter of 2007, compared with ($3.6)
million in the prior year period. For the full year 2007 eSpeed’s
free cash flow was ($23.6) million, compared with $8.6 million in the
prior year.
Excluding related party receivables and payables, free cash flow was
($18.4) million for the fourth quarter of 2007 and ($17.1) million for
the full year 2007, compared with ($0.4) million for the fourth quarter
of 2006 and $14.7 million for the full year 2006.
The above cash flow measures were negatively impacted in the quarter and
year primarily by a wider net loss and increased capital expenditures
mainly related to the opening of an additional data center.
As of December 31, 2007, eSpeed's cash and cash equivalents, marketable
securities, and secured loan receivable2
totaled $165.2 million. In comparison, as of December 31, 2006, eSpeed's
cash and cash equivalents were $187.8 million.
Preliminary BGC Fourth Quarter Results
For the fourth quarter of 2007, BGC’s
preliminary results were as follows: revenues were approximately $253
million, up 33 percent compared to the prior year quarter’s
$190 million. BGC recorded pre-tax profits of approximately $20 million
compared to a pre-tax loss of $32 million in the prior-year period.
For the fourth quarter of 2007, BGC’s revenues
in Rates increased by approximately 10 percent, Credit by
approximately 27 percent, and Foreign Exchange by approximately 59
percent, all compared to the fourth quarter of 2006. Revenues from Other
Asset Classes increased by approximately 462 percent in the fourth
quarter of 2007 compared to the year-ago quarter due primarily to the
November 2006 acquisition of Aurel Leven.
For the fourth quarter of 2007, Rates represented approximately 41
percent of BGC’s revenues, Credit
approximately 25 percent, Foreign Exchange approximately 13 percent, and
Other Asset Classes approximately 10 percent.
Preliminary BGC Full Year Results
BGC’s preliminary results were as follows for
the full year 2007: revenues were approximately $1,029 million, up 37
percent compared to $754 million in 2006. BGC recorded pre-tax profits
of approximately $101 million for full year 2007 compared to a pre-tax
loss of approximately $87 million in the prior year.
For full year 2007, BGC’s revenues in
Rates increased by approximately 26 percent, Credit by approximately
36 percent, and Foreign Exchange by approximately 53 percent, and Other
Asset Classes by approximately 390 percent, all compared to full year
2006.
For full year 2007, Rates represented approximately 49 percent of BGC’s
revenues, Credit approximately 22 percent, and Foreign Exchange
approximately 13 percent, and Other Asset Classes approximately 8
percent.
Outlook for BGC and eSpeed Combined3
The Combined Company intends to pursue accretive acquisitions and to
continue to profitably increase its brokerage headcount. It also expects
to increase the percentage of its revenues from fully electronic
trading, Software Solutions and Market Data. The Combined Company
believes that these developments would have a significant positive
effect on its profit margins and revenues. The outlook for the Combined
Company contained in this release does not include the potentially
accretive impact of any of these developments.
The Combined Company is expected to generate revenues of approximately
$315 million in the first quarter of 2008, up 15 percent from
approximately $273 million in the prior year period. The Combined
Company expects first quarter 2008 pre-tax income to increase by over 80
percent when compared to the year-ago quarter to the range of $46
million to $49 million.
“Given the highly scalable nature of BGC’s
global platform and the addition of eSpeed’s
world-class technology and the integration of BGCantor Market Data, we
anticipate tremendous leverage for the Combined Company in the first
quarter and full year 2008,” said Robert
West, who is Chief Financial Officer of BGC and who will hold the same
position post-merger. “We expect to see
incremental pre-tax margins of 30 percent or more as we continue to
leverage the growth of the Combined Company’s
revenues.”
Historically, the businesses have typically generated approximately 52
percent of their revenues and 54 percent of their pre-tax profits in
first half of the year, and approximately 48 percent of their revenues
and 46 percent of their pre-tax profits in the seasonally slower second
half of the year. 2007 was an unusually positive year for inter-dealer
brokers and exchanges, however, due to higher than normal market
volatility in the second half of the year.
For the full year 2008, the Combined Company’s
compensation and employee benefits are expected to be between 55 and 60
percent of total revenue. The Combined Company expects non-compensation
expenses to be between 28 and 32 percent of total revenue in 2008. The
Combined Company anticipates having an effective tax rate of
approximately 28 percent in 2008. The Combined Company expects to have
an effective tax rate of approximately 32.5 percent for 2009 and
thereafter. The Combined Company expects to have a fully diluted average
share count of approximately 188 million for 2008.
The above results and outlook includes the elimination of revenues
related to inter-company transactions of approximately $50 million in
2007 and a similar figure in 2008, because of amounts that have
historically been associated with inter-company revenue sharing
transactions that will cease subsequent to the consummation of the
proposed merger.
Fourth Quarter and Full Year 2007 Conference Call for Analysts and
Investors
eSpeed will host a conference call on Thursday, February 28, 2008 at
8:30 A.M. EST, to discuss the above results and outlook. To listen to
the call via audio webcast, please visit www.espeed.com.
Please note: listeners must have a Real Media or Windows Media plug in
and headphones or speakers to listen to the webcast.
1 The non-GAAP results for BGC in this
release reflect the effects of the full formation and final
separation from Cantor and exclude any costs which may be
associated with the formation, separation and merger (including,
without limitation, redemption of partnership interests) as well
as any one time (i) compensation and (ii) other accounting charges
associated with transactions to facilitate repayment of loans to
executive officers, exchangeability of BGC Holdings units and
other structuring features of the formation, separation and
merger. For comparison purposes, please see the results for the
year ended December 31, 2006 and for the nine months ended
September 30, 2007 for "Pro Forma BGC Partners Stand-Alone" as
contained in eSpeed's special merger proxy filed with the SEC and
dated February 11, 2008.
2 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 eSpeed's Audit Committee. At
December 31, 2007, the outstanding balance of the Secured Loan was
$65 million.
3 The non-GAAP outlook for the Combined
Company in this release reflects the effects of the full formation
and final separation from Cantor and excludes any costs which may
be associated with the formation, separation and merger
(including, without limitation, redemption of partnership
interests) as well as any one time (i) compensation and (ii) other
accounting charges associated with transactions to facilitate
repayment of loans to executive officers, exchangeability of BGC
Holdings units and other structuring features of the formation,
separation and merger. The non-GAAP outlook for the Combined
Company also excludes the impact of its minority interest
investments, such as Aqua and the new futures exchange discussed
in eSpeed's Form 8-K filed with the SEC on December 27, 2007. For
comparison purposes, please see the results for the year ended
December 31, 2006 and for the nine months ended September 30, 2007
for "Pro Forma BGC Partners Stand-Alone" as contained in eSpeed's
special merger proxy filed with SEC and dated February 11, 2008.
About eSpeed, Inc.
eSpeed, Inc. (NASDAQ: ESPD) is a leader in developing and deploying
electronic marketplaces and related trading technology that offers
traders access to the most liquid, efficient and neutral financial
markets in the world. eSpeed operates multiple buyer, multiple seller
real-time electronic marketplaces for the global capital markets,
including the world's largest government bond markets and other fixed
income and foreign exchange marketplaces. eSpeed's suite of marketplace
tools provides end-to-end transaction solutions for the purchase and
sale of financial products over eSpeed's global private network or via
the Internet. eSpeed's neutral platform, reliable network,
straight-through processing and superior products make it the trusted
source for electronic trading at the world's largest fixed income and
foreign exchange trading firms and major exchanges. To learn more,
please visit www.espeed.com.
On May 29, 2007, eSpeed announced that it had entered into an Agreement
and Plan of Merger, dated as of May 29, 2007 with BGC Partners, Inc. (“BGC
Partners”); Cantor Fitzgerald, L.P. (“Cantor”);
BGC Partners, L.P., a Delaware limited partnership; BGC Global Holdings,
L.P., a Cayman Islands exempted limited partnership; and BGC Holdings,
L.P., a Delaware limited partnership pursuant to which eSpeed will
acquire BGC Partners through a merger of BGC Partners with and into
eSpeed. For more information, see eSpeed’s
Report on Form 8-K dated May 29, 2007, and its definitive proxy
statement dated February 11, 2008.
About BGC
BGC is a leading inter-dealer broker, providing integrated voice and
electronic execution and other brokerage services to banks, brokerage
houses and investment banks for a broad range of global financial
products including fixed income securities, foreign exchange, equity
derivatives, credit derivatives, futures, structured products and other
instruments. This is complemented by market data products for selected
financial instruments. Named after fixed income trading innovator B.
Gerald Cantor, BGC has offices in London, New York, Copenhagen,
Istanbul, Nyon, Paris, Mexico City, Toronto, Hong Kong, Seoul,
Singapore, Sydney, Tokyo, Beijing (representative office). To learn
more, please visit www.bgcpartners.com.
Important Information
In connection with the proposed Merger, the Company filed a definitive
proxy statement on February 11, 2008 and related materials with the U.S.
Securities and Exchange Commission (the “SEC”)
for the meeting of stockholders to vote on the proposed Merger. BECAUSE
THOSE DOCUMENTS CONTAIN IMPORTANT INFORMATION, HOLDERS OF THE COMPANY’S
COMMON STOCK ARE URGED TO READ THEM CAREFULLY. The definitive proxy
statement and related materials are available for free (along with any
other documents and reports filed by the Company with the SEC) at the SEC’s
website, www.sec.gov, and at the Company’s
website, www.espeed.com.
Participant Information
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company’s
stockholders in connection with the proposed Merger. Certain information
regarding the participants and their interests in the solicitation are
set forth in the Company’s Annual Report on
Form 10-K/A for the year ended December 31, 2006, which was filed with
the SEC on August 23, 2007, and is set forth in the definitive proxy
statement filed with the SEC on February 11, 2008 for the Company’s
meeting of stockholders to vote on the proposed Merger. Stockholders may
obtain additional information regarding the proposed Merger by reading
the definitive proxy statement and the related materials relating to the
proposed Merger.
Non-GAAP Financial Measures
To supplement eSpeed's consolidated financial statements presented in
accordance with GAAP and to better reflect the Company's
quarter-over-quarter and comparative year-over-year operating
performance, eSpeed uses non-GAAP financial measures of revenues, net
income and earnings per share, which are adjusted to exclude certain
expenses and gains. In addition, the Company provides a computation of
free cash flow. These non-GAAP financial measurements do not replace the
presentation of eSpeed's GAAP financial results but are provided to
improve overall understanding of the Company's current financial
performance and its prospects for the future. Specifically, eSpeed
believes the non-GAAP financial results provide useful information to
both management and investors regarding certain additional financial and
business trends relating to the Company's financial condition and
results from operations. In addition, eSpeed's management uses these
measures for reviewing the Company's financial results and evaluating
eSpeed's financial performance.
For the fourth quarter and full year 2007, the differences between GAAP
net loss and non-GAAP net operating income were approximately $19.0
million and $33.5 million, respectively, net of tax, while the
difference between GAAP revenues and non-GAAP operating revenues for the
full year 2007 was approximately $2.8 million. eSpeed considers
"non-GAAP net operating income" to be after-tax income generated from
the Company's continuing operations excluding certain non-recurring or
non-core items such as, but not limited to, asset impairments,
litigation judgments, costs or settlements, restructuring charges, costs
related to potential acquisitions, charitable contributions, insurance
proceeds, business partner securities, gains or losses on investments
and similar events. eSpeed considers “non-GAAP
operating revenues” to be net revenue
excluding these same items.
The amortization of patent costs and associated licensing fees
(including those made in settlement of litigation) from such patents are
generally treated as operating items. Material judgments or settlement
amounts paid or received and impairments to all or a portion of such
assets are generally treated as non-operating items. Management does not
provide guidance of GAAP net income because certain items identified as
excluded from non-GAAP net operating income are difficult to forecast.
Discussion of Forward-Looking Statements
The information in this release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such statements are based upon current expectations that
involve risks and uncertainties. Any statements contained herein that
are not statements of historical fact may be deemed to be
forward-looking statements. For example, words such as “may,”
“will,” “should,”
“estimates,” “predicts,”
“potential,” “continue,”
“strategy,” “believes,”
“anticipates,” “plans,”
“expects,” “intends”
and similar expressions are intended to identify forward-looking
statements.
The actual results of eSpeed, BGC or the combined company in the merger (“we”,
“our” or the “combined
company”) and the outcome and timing of
certain events may differ significantly from the expectations discussed
in the forward-looking statements. Factors that might cause or
contribute to such a discrepancy for eSpeed, BGC and/or the combined
company include, but are not limited to, the combined company’s
relationship with Cantor and its affiliates and any related conflicts of
interests, competition for and retention of brokers and other managers
and key employees, pricing and commissions and market position with
respect to any of our products, and that of the combined company’s
respective competitors, the effect of industry concentration and
consolidation, and market conditions, including trading volume and
volatility, as well as economic or geopolitical conditions or
uncertainties. Results may also be impacted by the extensive regulation
of our respective businesses and risks relating to compliance matters,
as well as factors related to specific transactions or series of
transactions, including credit, performance and unmatched principal risk
as well as counterparty failure. Factors may also include the costs and
expenses of developing, maintaining and protecting intellectual
property, including judgments or settlements paid or received in
connection with intellectual property or employment or other litigation
and their related costs, and certain financial risks, including the
possibility of future losses and negative cash flow from operations,
risks of obtaining financing and risks of the resulting leverage, as
well as interest and currency rate fluctuations.
Discrepancies may also result from such factors as the ability to enter
new markets or develop new products, trading desks, marketplaces or
services and to induce customers to use these products, trading desks,
marketplaces or services, to secure and maintain market share, to enter
into marketing and strategic alliances, and other transactions,
including acquisitions, dispositions, reorganizations, partnering
opportunities, and joint ventures, and the integration of any completed
transactions, to hire new personnel, to expand the use of technology for
screen-assisted, voice-assisted and fully electronic trading and to
effectively manage any growth that may be achieved. Results are also
subject to risks relating to the proposed merger and separation of the
BGC businesses and the relationship between the various entities,
financial reporting, accounting and internal control factors, including
identification of any material weaknesses in our internal controls, our
ability to prepare historical and pro forma financial statements and
reports in a timely manner, and other factors, including those that are
discussed under “Risk Factors”
in eSpeed’s Annual Report on Form 10-K/A for
the year ended December 31, 2006, which was filed with the SEC on August
23, 2007 and in the definitive proxy statement filed with the SEC on
February 11, 2008.
We believe that all forward-looking statements are based upon reasonable
assumptions when made. However, we caution that it is impossible to
predict actual results or outcomes or the effects of risks,
uncertainties or other factors on anticipated results or outcomes and
that accordingly you should not place undue reliance on these
statements. Forward-looking statements speak only as of the date when
made and we undertake no obligation to update these statements in light
of subsequent events or developments.
eSpeed, Inc and Subsidiaries
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (unaudited)
(in thousands, except per share data)
December 31, 2007
December 31, 2006
(Unaudited)
Assets
Cash and cash equivalents
$
38,051
$
21,838
Reverse repurchase agreements with related parties
59,806
166,009
Total cash and cash equivalents
97,857
187,847
Loan receivable from related party
65,000
-
Marketable securities
2,353
-
Fixed assets, net
61,257
57,443
Investments
9,415
7,780
Goodwill
12,184
12,184
Other intangible assets, net
5,578
6,949
Receivable from related parties
17,612
7,145
Other assets
11,899
13,725
Total assets
$
283,155
$
293,073
Liabilities and Stockholders' Equity
Current liabilities:
Payable to related parties
$
10,154
$
7,751
Accounts payable and accrued liabilities
32,296
24,129
Total current liabilities
42,450
31,880
Deferred revenue
6,852
8,114
Total liabilities
49,302
39,994
Class A common stock, par value $0.01 per share; 200,000 shares
authorized; 36,796 and 36,407 shares issued at December 31, 2007
and December 31, 2006, respectively
368
364
Class B common stock, par value $0.01 per share; 100,000 shares
authorized; 20,498 shares issued at December 31, 2007 and December
31, 2006, respectively
205
205
Additional paid-in capital
313,238
299,682
Treasury stock, at cost; 6,502 and 6,488 shares of Class A common
stock at December 31, 2007 and December 31, 2006 respectively
(62,597
)
(62,597
)
Accumulated other comprehensive loss
(61
)
-
Retained (deficit) earnings
(17,300
)
15,425
Total stockholders' equity
233,853
253,079
Total liabilities and stockholders' equity
$
283,155
$
293,073
eSpeed, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME IN ACCORDANCE WITH GAAP
(unaudited)
(in thousands, except per share data)
Three Months Ended
Twelve Months Ended
December 31,
December 31,
December 31,
December 31,
Revenues:
2007
2006
2007
2006
Transaction revenues with related parties
Fully electronic transactions with related parties
$
15,631
$
16,101
$
63,941
$
62,084
Fully electronic transactions with unrelated parties
417
2,144
2,395
6,937
Total fully electronic transactions
16,048
18,245
66,336
69,021
Voice-assisted brokerage transactions with related parties
6,829
6,015
27,822
26,043
Screen-assisted open outcry transactions with related parties
1,736
1,413
7,887
5,675
Total transaction revenues
24,613
25,673
102,045
100,739
Software Solutions fees from related parties
9,467
7,929
36,414
30,822
Software Solutions and licensing fees from unrelated parties
1,926
5,696
10,983
16,981
Insurance recovery
-
-
-
3,500
Grant proceeds
-
3,100
-
3,100
Interest income
2,236
2,616
9,773
9,541
Total revenues
38,242
45,014
159,215
164,683
Expenses:
Compensation and employee benefits
27,984
12,919
73,219
52,765
Amortization of software development costs and other intangibles
5,160
5,733
20,331
23,811
Other occupancy and equipment
10,151
8,871
37,067
37,280
Professional and consulting fees
4,305
2,690
17,361
9,464
Loss contigency
-
-
3,500
Impairment of long-lived assets
747
1,861
4,757
1,861
Communications and client networks
2,606
1,986
9,117
8,101
Marketing
219
110
918
852
Administrative fees to related parties
3,494
2,885
13,824
12,598
Amortization of business partner and non-employee securities
-
-
-
19
Acquisition related costs
1,336
-
6,641
2,026
Other
3,003
2,441
11,247
8,289
Total operating expenses
59,005
39,496
197,982
157,066
Pre-tax operating (loss) income
(20,763
)
5,518
(38,767
)
7,617
Income tax provision (benefit)
267
2,080
(6,243
)
2,965
GAAP net (loss) income
$
(21,030
)
$
3,438
$
(32,524
)
$
4,652
Per share data:
Basic GAAP (loss) earnings per share
$
(0.42
)
$
0.07
$
(0.64
)
$
0.09
Diluted GAAP (loss) earnings per share
$
(0.42
)
$
0.07
$
(0.64
)
$
0.09
Basic weighted average shares of common stock outstanding
50,536
50,327
50,466
50,214
Diluted weighted average shares of common stock outstanding
50,536
51,453
50,466
51,258
eSpeed, Inc. and Subsidiaries
NON-GAAP CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(in thousands, except per share data)
Three Months Ended
Twelve Months Ended
December 31,
December 31,
December 31,
December 31,
2007
2006
2007
2006
Revenues:
Transaction revenues with related parties
Fully electronic transactions with related parties
$
15,631
$
16,101
$
63,941
$
62,084
Fully electronic transactions with unrelated parties
417
2,144
2,395
6,937
Total fully electronic transactions
16,048
18,245
66,336
69,021
Voice-assisted brokerage transactions with related parties
6,829
6,015
27,822
26,043
Screen-assisted open outcry transactions with related parties
1,736
1,413
7,887
5,675
Total transaction revenues
24,613
25,673
102,045
100,739
Software Solutions fees from related parties
9,467
7,929
36,414
30,822
Software Solutions and licensing fees from unrelated parties
1,926
5,696
10,168
16,981
Interest income
2,236
2,614
9,773
9,104
Total non-GAAP revenues
38,242
41,912
158,400
157,646
Expenses:
Compensation and employee benefits
15,707
12,918
60,430
52,728
Amortization of software development costs and other intangible
assets
5,161
5,734
20,008
22,649
Other occupancy and equipment
10,151
8,663
36,291
33,166
Professional and consulting fees
1,480
1,967
6,860
6,354
Communications and client networks
2,605
1,986
9,059
8,101
Marketing
218
110
918
852
Administrative fees to related parties
3,494
2,885
13,574
12,598
Other
2,560
2,441
9,635
8,600
Total non-GAAP operating expenses
41,376
36,704
156,775
145,048
Pre-tax operating (loss) income
(3,134
)
5,208
1,625
12,598
Income tax (benefit) provision
(1,119
)
1,878
686
4,764
Net operating (loss) income
(2,015
)
3,330
939
7,834
Non-operating income (loss):
Amortization of business partner and non-employee securities, net of
tax
-
-
-
(11
)
Litigation costs, net of tax
(3,500
)
(500
)
(10,683
)
(1,985
)
Legal settlement, net of tax
-
-
-
458
Compensation costs, net of tax
(12,277
)
-
(12,277
)
-
Acquisition related costs, net of tax
(1,754
)
-
(5,122
)
(1,260
)
Impairment of long-lived assets, net of tax
(965
)
(1,186
)
(3,504
)
(1,186
)
Loss on investment, net of tax
(519
)
-
(1,563
)
-
Accelerated amortization, net of tax
-
-
-
(689
)
Office relocation cost, net of tax
-
(130
)
-
(2,490
)
Tax settlement, net of tax
-
-
-
226
Grant income, net of tax
-
1,924
-
1,924
Insurance recovery, net of tax
-
-
-
2,073
Charitable contribution Re: 9/11, net of tax
-
-
(314
)
(242
)
-
-
Total non-operating (loss) income
(19,015
)
108
(33,463
)
(3,182
)
GAAP net (loss) income
$
(21,030
)
$
3,438
$
(32,524
)
$
4,652
Per share data:
Basic pre-tax operating (loss) income per share
$
(0.06
)
$
0.10
$
0.03
$
0.25
Basic tax (benefit) provision per share
$
(0.02
)
$
0.04
$
0.01
$
0.09
Basic net operating (loss) income per share
$
(0.04
)
$
0.07
$
0.02
$
0.16
Basic non-operating (loss) per share
$
(0.38
)
$
0.00
$
(0.66
)
$
(0.06
)
Basic GAAP (loss) income per share
$
(0.42
)
$
0.07
$
(0.64
)
$
0.09
Diluted pre-tax operating (loss) income per share
$
(0.06
)
$
0.10
$
0.03
$
0.25
Diluted tax (benefit) provision per share
$
(0.02
)
$
0.04
$
0.01
$
0.09
Diluted net operating (loss) income per share
$
(0.04
)
$
0.06
$
0.02
$
0.15
Diluted non-operating (loss) per share
$
(0.38
)
$
0.00
$
(0.66
)
$
(0.06
)
Diluted GAAP (loss) income per share
$
(0.42
)
$
0.07
$
(0.64
)
$
0.09
Basic weighted average shares of common stock outstanding
50,536
50,327
50,466
50,214
Diluted weighted average shares of common stock outstanding
50,536
51,453
50,466
51,258
Additional data:
Pre-tax operating margin
-8.2
%
12.4
%
1.0
%
8.0
%
eSpeed, Inc. & Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2007
2006
2007
2006
(Unaudited)
Cash flows from operating activities:
Net (loss) income
$
(21,030
)
$
3,438
$
(32,524
)
$
4,652
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization
8,461
8,901
32,020
36,465
Insurance recovery from related parties
-
-
-
(3,500
)
Impairment of long lived assets
743
1,861
4,753
1,861
Equity in net loss of unconsolidated investments
449
(5
)
862
(38
)
Deferred income tax expense
2,129
808
(4,663
)
(33
)
Stock-based compensation
10,422
699
12,935
2,418
Tax benefit from stock-based compensation
240
199
284
305
Excess tax benefits from stock-based compensation
-
36
(49
)
(11
)
Loss on disposal of property
-
127
-
127
Deferred compensation plan expense
-
138
-
138
Recognition of deferred revenue
(1,497
)
(4,435
)
(5,412
)
(7,292
)
Changes in operating assets and liabilities:
Receivable from related parties
(3,287
)
(2,029
)
(10,467
)
(2,773
)
Other assets
1,244
(568
)
-
(5,141
)
Payable to related parties
2,258
2,278
3,964
163
Accounts payable and accrued expenses
(10,167
)
(5,675
)
12,999
6,057
Deferred income
1,280
880
4,150
3,397
Net cash (used in) provided by operating activities
(8,755
)
6,653
18,852
36,795
Cash flows used in investing activities:
Secured loan to related party
15,000
-
(65,000
)
-
Insurance proceeds from related parties
-
-
-
3,500
Purchase of fixed assets
(5,786
)
(4,486
)
(18,730
)
(13,241
)
Purchase of marketable securities
67
-
(2,414
)
-
Capitalization of software development costs
(5,530
)
(5,555
)
(21,678
)
(17,213
)
Capitalization of patent defense and registration costs
(173
)
(259
)
(1,505
)
(1,270
)
Decrease in restricted cash
-
-
1,827
Purchase of investment
(613
)
-
(1,363
)
Net cash provided by (used in) investing activities
2,965
(10,300
)
(108,863
)
(28,224
)
Cash flows provided by financing activities:
Repurchase of Class A common stock
-
(93
)
(373
)
(93
)
Proceeds from exercises of stock options and warrants
648
925
813
1,346
Excess tax benefit from stock based compensation
-
(36
)
49
11
Cancellation of restricted stock units in satifaction of withholding
tax requirements
(468
)
(423
)
(468
)
(423
)
Net cash provided by financing activities
180
373
21
841
Net (decrease) increase in cash and cash equivalents
(5,610
)
(3,274
)
(89,990
)
9,412
Cash and cash equivalents at beginning of period
11,141
94,149
21,838
37,070
Reverse repurchase agreements with related parties at beginning of
period
92,326
96,972
166,009
141,365
Total cash and cash equivalents at beginning of period
103,467
191,121
187,847
178,435
Cash and cash equivalents at end of period
38,051
21,838
38,051
21,838
Reverse repurchase agreements with related parties at end of period
59,806
166,009
59,806
166,009
Total cash and cash equivalents at end of period
$
97,857
$
187,847
$
97,857
$
187,847
Supplemental cash information:
Cash paid for income taxes
-
$
1,986
$
122
$
2,131
Deemed dividend to Cantor
-
$
1,500
-
$
1,500
Contribution of license from Cantor
-
$
1,500
-
$
1,500
Supplemental disclosure of non-cash investing activities:
-
-
-
-
Contribution of net fixed assets to related party
$
(583
)
-
$
(1,134
)
-
eSpeed, Inc. & Subsidiaries
CONSOLIDATED STATEMENTS OF FREE CASH FLOWS (unaudited)
(in thousands)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2007
2006
2007
2006
Non-GAAP income before income taxes
$
(3,134
)
$
5,208
$
1,625
$
12,598
Depreciation and amortization
8,461
8,901
32,020
36,465
Other non-cash and non-operating items
(7,390
)
2,766
(27,303
)
(7,388
)
Non-GAAP (loss) income before income taxes adjusted for
depreciation, amortization and other
(2,063
)
16,875
6,342
41,675
Benefit (provision) for income taxes on non-GAAP operating income
1,119
(1,878
)
(686
)
(4,764
)
Income tax provision on non-operating income
(1,386
)
(202
)
6,929
1,799
Deferred income tax expense
2,129
808
(4,663
)
(33
)
Tax benefit from stock-based compensation
240
199
284
305
Income taxes paid
-
1,986
122
2,131
Increase (decrease) in current income tax payable
2,102
913
1,986
(562
)
Changes in related party receivable and payable, net
(1,029
)
(3,251
)
(6,503
)
(6,110
)
Changes in other operating assets and liabilities, net
(7,765
)
(7,495
)
17,027
2,181
Charitable contribution Re: 9/11
-
(389
)
-
(389
)
Net cash (used in) provided by operating activities
(8,755
)
6,653
18,852
36,795
Insurance proceeds from related parties
-
-
-
3,500
Purchase of fixed assets
(5,786
)
(4,486
)
(18,730
)
(13,241
)
Purchase of marketable securities
67
-
(2,414
)
-
Capitalization of software development costs
(5,530
)
(5,555
)
(21,678
)
(17,213
)
Capitalization of patent defense and registration costs
(173
)
(259
)
(1,505
)
(1,270
)
Purchase of investment
750
-
-
-
Decrease in restricted cash
-
-
1,827
-
Free cash flows
(19,427
)
(3,647
)
(23,648
)
8,571
Related party receivable and payable, net
1,029
3,251
6,503
6,110
Free cash flows, net of related party activity
$
(18,398
)
$
(396
)
$
(17,145
)
$
14,681
eSpeed, Inc. and Subsidiaries
RECONCILIATION of NON-GAAP FINANCIAL MEASURES TO GAAP (unaudited)
(in thousands)
Three Months Ended
Twelve Months Ended
December 31
December 31
December 31
December 31
2007
2006
2007
2006
Revenues
$
38,242
$
41,912
$
158,400
$
157,646
Insurance recovery [a]
-
-
-
3,500
Grant proceeds [b]
-
3,100
-
3,100
Tax settlement [c]
-
-
-
399
Legal settlement [d]
-
2
38
eSpeed Equities [e]
-
-
815
-
GAAP revenues
$
38,242
$
45,014
$
159,215
$
164,683
Operating expenses
$
41,376
$
36,704
$
156,775
$
145,048
Amortization of business partner and non-employee securities (f)
-
-
-
19
Litigation costs [g]
2,825
725
14,001
3,112
Tax settlement [h]
-
-
-
36
Legal settlement [i]
-
-
-
(700
)
Accelereated amortization (j)
-
-
-
1,162
Office relocation costs (k)
-
208
-
4,115
Compensation Costs (l)
12,277
-
12,277
-
Acquisition related costs [m]
1,341
(2
)
6,645
2,024
Impairment of long lived assets (n)
745
1,861
4,755
1,861
Charitable contribution Re: 9/11[o]
-
-
628
389
Loss on investment (p)
441
-
2,901
-
GAAP expenses
$
59,005
$
39,496
$
197,982
$
157,066
Pre-tax operating income
$
(3,134
)
$
5,208
$
1,625
$
12,598
Sum of reconciling items = [a]+[b]+[c]+[d]+[e]-[f]-[g]-[h]-[i]-[j]-[k]-[l]-[m]-[n]-[o]-[p]
(17,629
)
310
(40,392
)
(4,981
)
GAAP (loss) income before income tax provision
$
(20,763
)
$
5,518
$
(38,767
)
$
7,617
Non-GAAP provision for income taxes
$
(1,119
)
$
1,878
$
686
$
4,764
Income tax benefit/expense on non-operating income [q]
1,386
202
(6,929
)
(1,799
)
GAAP provision for income taxes
$
267
$
2,080
$
(6,243
)
$
2,965
Non-GAAP net operating income
$
(2,015
)
$
3,330
$
939
$
7,834
Sum of reconciling items = [a]+[b]+[c]+[d]+[e]-[f]-[g]-[h]-[i]-[j]-[k]-[l]-[m]-[n]-[o]-[p]-[q]
(19,015
)
108
(33,463
)
(3,182
)
GAAP net income
$
(21,030
)
$
3,438
$
(32,524
)
$
4,652
eSpeed, Inc. and Subsidiaries
Quarterly Market Activity Report
The following table provides certain volume and transaction count
information on the eSpeed system for the periods indicated.
% Change
% Change
% Change
4Q06
1Q07
2Q07
3Q07
4Q07
4Q07 vs 3Q07
4Q07 vs 4Q06
2007
2006
07 vs 06
Volume (in billions)
Fully Electronic Volume - Excluding New Products
9,813
11,809
10,281
12,689
11,364
(10.4
%)
15.8
%
46,143
38,385
20.2
%
Fully Electronic Volume - New Products*
1,335
1,415
1,066
990
1,335
34.8
%
(0.0
%)
4,806
3,783
27.1
%
Total Fully Electronic Volume
11,148
13,224
11,347
13,679
12,699
(7.2
%)
13.9
%
50,949
42,168
20.8
%
Voice-Assisted Volume
7,933
8,884
9,820
10,883
9,769
(10.2
%)
23.2
%
39,357
32,860
19.8
%
Screen-Assisted Volume
6,111
7,486
7,317
8,438
7,503
(11.1
%)
22.8
%
30,744
22,887
34.3
%
Total Voice/Screen-Assisted Volume
14,044
16,370
17,137
19,321
17,272
(10.6
%)
23.0
%
70,101
55,747
25.8
%
Total Volume
25,192
29,594
28,484
33,000
29,971
(9.2
%)
19.0
%
121,050
97,915
23.6
%
Transaction Count
Fully Electronic Transactions - Excluding New Products
1,764,930
2,062,341
1,749,219
2,660,756
2,810,937
5.6
%
59.3
%
9,283,253
7,459,514
24.4
%
Fully Electronic Transactions - New Products*
142,239
144,378
153,673
128,425
125,631
(2.2
%)
(11.7
%)
552,107
552,899
(0.1
%)
Total Fully Electronic Transactions
1,907,169
2,206,719
1,902,892
2,789,181
2,936,568
5.3
%
54.0
%
9,835,360
8,012,413
22.8
%
Voice-Assisted Transactions
177,789
201,250
209,504
216,436
202,500
(6.4
%)
13.9
%
829,690
792,159
4.7
%
Screen-Assisted Transactions
62,977
92,496
114,320
119,370
116,826
(2.1
%)
85.5
%
443,012
268,894
64.8
%
Total Voice/Screen-Assisted Volume
240,766
293,746
323,824
335,806
319,326
(4.9
%)
32.6
%
1,272,702
1,061,053
19.9
%
Total Transactions
2,147,935
2,500,464
2,226,716
3,124,987
3,255,894
4.2
%
51.6
%
11,108,062
9,073,466
22.4
%
Trading Days
62
62
64
63
62
* New Products defined as Foreign Exchange, Interest Rate Swaps,
Repos, Futures, and Credit Default Swaps. CBOT Futures volume
calculated based on per contract notional value of $200,000 for
the two year contract and $100,000 for all others.
Global Interest Rate Futures Volume (1)
CBOT - US Treasury Contracts
129,828,448
161,232,523
171,180,151
190,159,708
169,104,983
(11.1
%)
30.3
%
691,677,365
512,163,874
35.1
%
CME - Euro $ Contracts
130,341,959
152,724,717
148,244,973
180,358,177
140,142,461
(22.3
%)
7.5
%
621,470,328
502,077,391
23.8
%
EUREX - Bund Contracts
74,001,534
88,987,126
88,867,284
91,302,644
72,162,362
(21.0
%)
(2.5
%)
341,319,416
319,889,369
6.7
%
Fed UST Primary Dealer Volume (in billions) (2)
UST Volume
30,742
34,437
33,100
39,414
35,044
(11.1
%)
14.0
%
141,994
131,410
8.1
%
Average Daily UST Volume
496
555
517
626
565
(9.7
%)
14.0
%
566
526
7.6
%
NYSE - Volume (shares traded) - in millions (3)
114,434
123,765
127,755
145,470
135,045
(7.2
%)
18.0
%
532,035
453,289
17.4
%
Transaction Value - in millions
4,316,756
4,943,056
5,339,909
6,015,397
5,577,200
(7.3
%)
29.2
%
21,875,562
16,958,552
29.0
%
NASDAQ - Volume (shares traded) - in millions (4)
121,477
131,410
134,007
136,916
139,202
1.7
%
14.6
%
541,535
500,708
8.2
%
Transaction Value - in millions
2,945,401
3,300,788
3,526,949
3,896,657
4,536,801
16.4
%
54.0
%
15,261,194
11,635,148
31.2
%
Sources:
(1) Futures Industry Association - Monthly Volume Report -
(www.cbot.com, www.cme.com, www.eurexchange.com)
(2) www.ny.frb.org/pihome/statistics/dealer - Federal Reserve Bank
(3) NYSE - www.nyse.com
(4) NASDAQ - www.marketdata.nasdaq.com
Trading Days
2008
Q1
Q2
Q3
Q4
61
64
64
62
2007
Q1
Q2
Q3
Q4
62
64
63
62
2006
Q1
Q2
Q3
Q4
62
63
63
62