<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the quarterly period ended December 31, 1998
Commission file number 1-11921
E*TRADE Group, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 94-2844166
<S> <C>
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
</TABLE>
Four Embarcadero Place, 2400 Geng Road, Palo Alto, CA 94303
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 842-2500
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
As of February 9, 1999, the number of shares outstanding of the registrant's
common stock was 114,997,295.
<PAGE>
E*TRADE Group, Inc.
Form 10-Q Quarterly Report
for the Quarter Ended December 31, 1998
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I -- Financial Information:
Item 1. Financial Statements
Consolidated Statements of Operations................................. 3
Consolidated Balance Sheets........................................... 4
Consolidated Statements of Cash Flows................................. 5
Notes to Consolidated Financial Statements............................ 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................... 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk........ 25
Part II -- Other Information:
Item 1. Legal Proceedings................................................. 26
Item 2. Changes in Securities and Use of Proceeds......................... 26
Item 3. Defaults Upon Senior Securities................................... 26
Item 4. Submission of Matters to a Vote of Security Holders............... 26
Item 5. Other Information................................................. 26
Item 6. Exhibits and Reports on Form 8-K.................................. 26
Signatures................................................................ 27
</TABLE>
----------------
UNLESS OTHERWISE INDICATED, REFERENCES TO "COMPANY" MEAN E*TRADE GROUP, INC.
AND ITS SUBSIDIARIES.
FORWARD-LOOKING STATEMENTS
Certain statements in this discussion and analysis, including statements
regarding the Company's strategy, financial performance and revenue sources,
are forward-looking statements based on current expectation and entail various
risks and uncertainties that could cause actual results to differ materially
from the results anticipated in these forward-looking statements as a result
of certain factors set forth under "Risk Factors" and elsewhere in this
report. Readers are urged to carefully review and consider the various
disclosures made by the Company in this report and in the Company's other
reports filed with the SEC, including the Company's Annual Report on Form 10-K
as filed with the SEC, that attempt to advise interested parties of certain
risks and factors that may affect the Company's business. Readers are
cautioned not to place undue reliance on these forward-looking statements to
reflect events or circumstances occurring after the date hereof. The following
should be read in conjunction with the Company's financial statements and
notes thereto.
2
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PART I. Financial Information
Item 1. Financial Statements
E*TRADE GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended December
31
-----------------
1998 1997
-------- -------
<S> <C> <C>
Revenue:
Transaction revenues...................................... $ 60,320 $37,684
Interest net of interest expense (A)...................... 21,644 12,036
International............................................. 1,140 27
Other..................................................... 4,969 4,260
-------- -------
Net revenues............................................ 88,073 54,007
-------- -------
Cost of services.......................................... 41,171 23,570
Operating expenses:
Selling and marketing..................................... 40,929 9,193
Technology development.................................... 14,322 6,303
General and administrative................................ 14,416 5,983
-------- -------
Total operating expenses................................ 69,667 21,479
-------- -------
Total cost of services and operating expenses........... 110,838 45,049
-------- -------
Pre-tax income (loss)....................................... (22,765) 8,958
Income tax expense (benefit)................................ (9,572) 3,832
-------- -------
Net income (loss)........................................... $(13,193) $ 5,126
======== =======
Net income (loss) per share (Note 7):
basic..................................................... $ (0.12) $ 0.06
======== =======
diluted................................................... $ (0.12) $ 0.06
======== =======
Shares used in computation of net income (loss) per share
(Note 7):
Basic..................................................... 113,433 80,082
Diluted................................................... 113,433 86,402
</TABLE>
- --------
(A) Interest is presented net of interest expense of $9,363 and $8,712 for the
three months ended December 31, 1998 and 1997, respectively.
See notes to consolidated financial statements.
3
<PAGE>
E*TRADE GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share amounts)
<TABLE>
<CAPTION>
December 31, September 30,
------------ -------------
1998 1998
------------ -------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents............................... $ 31,179 $ 21,834
Cash and investments required to be segregated un-
der Federal or other regulations.................. 21,500 5,000
Investment securities.............................. 486,653 502,534
Brokerage receivables--net......................... 1,513,689 1,310,235
Other assets....................................... 20,327 11,635
---------- ----------
Total current assets.............................. 2,073,348 1,851,238
Property and equipment--net......................... 45,734 48,128
Investments......................................... 104,178 58,342
Related party receivables........................... 3,738 3,719
Other assets........................................ 14,006 7,491
---------- ----------
Total assets.................................... $2,241,004 $1,968,918
========== ==========
LIABILITIES AND SHAREOWNERS' EQUITY
Liabilities:
Brokerage payables................................. $1,425,031 $1,184,917
Accounts payable, accrued and other liabilities.... 88,400 73,765
---------- ----------
Total liabilities............................... 1,513,431 1,258,682
---------- ----------
Commitments and contingencies (Note 6)
Shareowners' equity:
Common stock, $.01 par value; shares authorized,
150,000,000; shares issued and outstanding:
December 1998, 113,802,776; September 1998,
113,206,582....................................... 1,138 1,132
Additional paid-in capital......................... 684,488 681,058
Retained earnings.................................. 2,117 15,310
Accumulated other comprehensive income............. 39,830 12,736
---------- ----------
Total shareowners' equity......................... 727,573 710,236
---------- ----------
Total liabilities and shareowners' equity....... $2,241,004 $1,968,918
========== ==========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
E*TRADE GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
December 31,
----------------------
1998 1997
----------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...................................... $ (13,193) $ 5,126
Non-cash items included in net income (loss):
Deferred income taxes................................ -- (166)
Depreciation and amortization........................ 5,234 1,950
Income from equity investment........................ -- (1,086)
Options issued to consultants........................ 2,200 --
Other................................................ (19) (132)
Net effect of changes in brokerage related assets and
liabilities:
Cash and investments required to be segregated under
Federal or other
regulations......................................... (16,500) (42,999)
Brokerage receivables................................ (203,454) (153,299)
Brokerage payables................................... 240,114 179,271
Bank loan payable.................................... -- (3,650)
Other changes, net:
Other assets......................................... (15,208) 500
Accounts payable, accrued and other liabilities...... (4,294) 9,333
----------- ---------
Net cash used in operating activities.................. (5,120) (5,152)
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment..................... (2,840) (3,716)
Purchase of investment securities...................... (1,862,406) (460,610)
Sale/maturity of investment securities................. 1,878,469 458,120
Acquisition of OptionsLink............................. -- (3,500)
----------- ---------
Net cash provided by (used in) investing activities.... 13,223 (9,706)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from employee stock transactions.............. 1,236 705
Other.................................................. 6 --
----------- ---------
Net cash provided by financing activities.............. 1,242 705
----------- ---------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS............ 9,345 (14,153)
CASH AND EQUIVALENTS--Beginning of period.............. 21,834 23,234
----------- ---------
CASH AND EQUIVALENTS--End of period.................... $ 31,179 $ 9,081
=========== =========
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest................................. $ 10,063 $ 7,448
=========== =========
Cash paid for income taxes............................. $ -- $ --
=========== =========
Non-cash activities:
Unrealized gain on available-for-sale securities..... $ 44,236 $ 58
=========== =========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
E*TRADE GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1.--Basis of Presentation
The accompanying unaudited consolidated financial statements include E*TRADE
Group, Inc. and its subsidiaries (collectively, the "Company"), including
E*TRADE Securities, Inc. ("E*TRADE Securities"), a securities broker-dealer.
These consolidated financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC") and,
in the opinion of management, reflect all normal recurring adjustments
necessary to present fairly the financial position, results of operations and
cash flows for the periods presented in conformity with generally accepted
accounting principles. All significant intercompany accounts and transactions
have been eliminated. These consolidated financial statements should be read
in conjunction with the audited consolidated financial statements and notes
thereto included in the Company's Annual Report to Shareowners on Form 10-K
for the fiscal year ended September 30, 1998.
The consolidated financial statements of the Company have been prepared to
give retroactive effect to the acquisition of ShareData, Inc. ("ShareData") in
July 1998, as well as the reallocations made in the fourth quarter of fiscal
1998 for the allocation of the purchase price paid for OptionsLink, which was
acquired in the first quarter of 1998 (See Note 15 to the annual financial
statements filed with the SEC on Form 10-K). All share numbers reflect the
two-for-one stock split which was effective on February 1, 1999 (See Note 7).
Note 2.--Net Brokerage Receivables and Payables
Net brokerage receivables and payables consists of the following (in
thousands):
<TABLE>
<CAPTION>
December 31, September 30,
------------ -------------
1998 1998
------------ -------------
<S> <C> <C>
Receivable from customers and non-customers (less
allowance for doubtful accounts of $3,491 at
December 31, 1998 and $862 at September 30, 1998).. $1,160,362 $ 961,305
Receivable from brokers, dealers and clearing orga-
nizations:
Net settlement and deposits with clearing organi-
zations.......................................... 20,106 14,854
Deposits paid for securities borrowed............. 325,991 328,989
Securities failed to deliver...................... 1,898 728
Other............................................. 5,332 4,359
---------- ----------
Total net brokerage receivables................. $1,513,689 $1,310,235
========== ==========
Payable to customers and non-customers.............. $ 510,882 $ 340,044
Payable to brokers, dealers and clearing
organizations:
Deposits received for securities loaned........... 903,629 839,422
Securities failed to receive...................... 3,932 1,222
Other............................................. 6,588 4,229
---------- ----------
Total net brokerage payables.................... $1,425,031 $1,184,917
========== ==========
</TABLE>
Receivable from and payable to brokers, dealers and clearing organizations
result from the Company's brokerage activities. Receivable from customers and
non-customers represents credit extended to finance their purchases of
securities on margin. At December 31, 1998 and September 30, 1998, credit
extended to customers and non-customers with respect to margin accounts was
$1,137 million and $956 million, respectively. Securities owned by customers
and non-customers are held as collateral for amounts due on margin balances
(the value of which is not reflected on the accompanying consolidated balance
sheets).
6
<PAGE>
Payable to customers and non-customers represents free credit balances and
other customer and non-customer funds pending completion of securities
transactions. The Company pays interest on certain customer and non-customer
credit balances.
Note 3.--Comprehensive Income
On October 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income, which requires that an
enterprise report, by major components and as a single total, the change in
net assets during the period from non-owner sources. The reconciliation of net
income (loss) to comprehensive income is as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended
December 31,
---------------------
1998 1997
---------- ---------
<S> <C> <C>
Net income (loss):........................................ $ (13,193) $ 5,126
Changes in other comprehensive income:
Unrealized gain on available-for-sale securities, net
of tax............................................... 26,303 58
Cumulative translation adjustments.................... 791
---------- --------
Total comprehensive income................................ $ 13,901 $ 5,184
========== ========
</TABLE>
Note 4.--Net Income (Loss) Per Share
The following table sets forth the computation of shares used in the
computations of basic and diluted net income (loss) per share (in thousands):
<TABLE>
<CAPTION>
Three Months Ended
December 31,
-------------------
1998 1997
--------- ---------
<S> <C> <C>
Shares Used in Computation:
Weighted average common shares outstanding used in compu-
tation of basic net income (loss) per share.............. 113,433 80,082
Dilutive effect of stock options.......................... -- 6,320
--------- --------
Shares used in computation of diluted net income (loss)
per share................................................ 113,433 86,402
========= ========
</TABLE>
Because the Company reported a net loss for the quarter ended December 31,
1998, the calculation of diluted earnings per share does not include common
stock equivalents as they are anti-dilutive and would result in a reduction of
net loss per share. If the Company had reported net income in this period,
there would have been 6,261,000 additional shares in the calculation of
diluted earnings per share. In addition, options to purchase 1,460,029 and
912,489 shares of common stock at prices ranging from $12.25 to $23.03 and
$14.13 to $23.03 were outstanding as of December 31, 1998 and 1997,
respectively, but not included in the computation of diluted net income (loss)
per share for the quarters ended December 31, 1998 and 1997, respectively.
These options were excluded because the options' exercise price was greater
than the average market price of the Company's common stock for the quarters
ended December 31, 1998 and 1997, respectively, and therefore are not common
stock equivalents for purposes of this calculation.
Note 5.--Regulatory Requirements
E*TRADE Securities is subject to the Uniform Net Capital Rule (the "Rule")
under the Securities Exchange Act of 1934 administered by the SEC and the
National Association of Securities Dealers, Inc. (NASD), which requires the
maintenance of minimum net capital. E*TRADE Securities has elected to use the
alternative method permitted by the Rule, which requires that the Company
maintain minimum net capital equal to the greater of $250,000 or 2 percent of
aggregate debit balances arising from customer
7
<PAGE>
transactions, as defined. E*TRADE Securities had amounts in relation to the
Rule as follows (in thousands, except percentage data):
<TABLE>
<CAPTION>
December 31, September 30,
------------ -------------
1998 1998
------------ -------------
<S> <C> <C>
Net capital........................................ $96,542 $97,355
Percentage of aggregate debit balances............. 7.8% 9.5%
Required net capital............................... $24,663 $20,429
Excess net capital ................................ $71,879 $76,926
</TABLE>
Under the alternative method, a broker-dealer may not repay subordinated
borrowings, pay cash dividends or make any unsecured advances or loans to its
parent or employees if such payment would result in net capital of less than
5% of aggregate debit balances or less than 120% of its minimum dollar amount
requirement.
Note 6.--Commitments, Contingencies and Regulatory Matters
The Company is a defendant in civil actions arising from the normal course
of business. In the opinion of management, these actions are expected to be
resolved with no material effect on the Company's consolidated financial
position or results of operations.
On November 21, 1997, a putative class action was filed in the Superior
Court of California, County of Santa Clara, by Larry R. Cooper on behalf of
himself and other similarly situated individuals. The action alleges, among
other things, that the Company's advertising, other communications and
business practices regarding the Company's commission rates and its ability to
timely execute transactions through its online brokerage services were false
and deceptive. The action seeks injunctive relief enjoining the purported
deceptive and unfair practices alleged in the action and also seeks
unspecified compensatory and punitive damages, as well as attorney fees. This
proceeding is at an early stage and the Company is unable to predict its
ultimate outcome. However, the Company believes it has meritorious defenses to
the claims and intends to conduct vigorous defenses. An unfavorable outcome in
any matters, which are not covered by insurance, could have a material adverse
effect on the Company's business, financial condition and results of
operations. In addition, even if the ultimate outcomes are resolved in favor
of the Company, the defense of such litigation could entail considerable cost
and the diversion of efforts of management, either of which could have a
material adverse effect on the Company's results of operations.
From time to time the Company has been threatened with, or named as a
defendant in, lawsuits and administrative claims. Compliance and trading
problems that are reported to the NASD or the SEC by dissatisfied customers
are investigated by the NASD or the SEC, and, if pursued by such customers,
may rise to the level of arbitration or disciplinary action. One or more of
such claims or disciplinary actions decided adversely against the Company
could have a material adverse effect on the Company's business, financial
condition and results of operations. The Company is also subject to periodic
regulatory audits and inspections.
The securities industry is subject to extensive regulation under federal,
state and applicable international laws. As a result, the Company is required
to comply with many complex laws and rules and its ability to so comply is
dependent in large part upon the establishment and maintenance of a qualified
compliance system.
The Company maintains insurance in such amounts and with such coverage,
deductibles and policy limits as management believes are reasonable and
prudent. The principal risks that the Company insures against are
comprehensive general liability, commercial property damage, hardware/software
damage, directors and officers, and errors and omissions liability. The
Company believes that such insurance coverage is adequate for the purpose of
its business.
8
<PAGE>
The Company has entered into employment agreements with several of its key
executive officers. These employment agreements provide for annual base salary
compensation, stock option acceleration and severance payments in the event of
termination of employment under certain defined circumstances, or change in
the Company's control. Base salaries are subject to adjustments according to
the Company's financial performance.
Note 7.--Subsequent Events
Stock Split
In December 1998, the Company's Board of Directors voted to effect a two-
for-one stock split by distributing one additional share of common stock, par
value $.01, for every share of common stock outstanding to shareowners of
record on January 15, 1999. The disclosures herein reflect the two-for-one
stock split which was effective on February 1, 1999.
Lawsuits
On February 8, 1999, a putative class action was filed in the Superior Court
of California, County of Santa Clara, by Coleen Divito, on behalf of herself
and other similarly situated individuals. The action alleges, among other
things, that the Company's advertising, other communications and business
practices regarding its ability to timely execute and confirm transactions
through its online brokerage services were false and deceptive. This
proceeding is currently at a very early stage and the Company is unable to
predict its ultimate outcome. However, the Company believes that the claims
are without merit and intends to defend against them vigorously.
On February 11, 1999, a putative class action was filed in the Supreme Court
of New York, County of New York, by Evan Berger, on behalf of himself and
other similarly situated individuals. The action alleges, among other things,
that the Company's advertising, other communications and business practices
regarding its ability to timely execute and confirm transactions through its
online brokerage services were false and deceptive. This proceeding is
currently at a very early stage and the Company is unable to predict its
ultimate outcome. However, the Company believes that the claims are without
merit and intends to defend against them vigorously.
Investments
In January 1999, the Company acquired a 25 percent voting interest in
Archipelago Holdings, LLC ("Archipelago"). Archipelago is the corporate parent
of Archipelago, LLC, which operates an Electronic Communication Network (ECN)
for Nasdaq stocks. In connection with such investment, the Company entered
into an assistance agreement with Archipelago, which obligates the Company to
provide certain operational and technical assistance to Archipelago.
Archipelago's Amended and Restated Limited Liability Company Agreement
provides that the Company initially will be entitled to representation on
Archipelago's board of managers in proportion to its holding of voting
interests.
In February 1999, the Company acquired a 28 percent voting interest in
E*OFFERING, a full-service investment bank on the Internet. E*OFFERING plans
to reduce the corporate fees traditionally associated with the underwriting
process, while providing E*TRADE customers greater access to information
regarding public offerings.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Statements
The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the consolidated
financial statements and notes thereto included elsewhere in this Form 10-Q.
This discussion contains forward-looking statements, including statements
regarding the Company's strategy, financial performance and revenue sources
which involve risks and uncertainties. The Company's actual results may differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including, but not limited to, those set forth
elsewhere in this Form 10-Q.
Results of Operations
Three Months Ended December 31, 1998 vs. 1997
Revenues
The Company's revenues increased to $88.1 million in the first quarter of
fiscal 1999, up 63% from $54.0 million in the equivalent period of fiscal
1998. Transaction revenues increased to $60.3 million for the first quarter of
fiscal 1999, up 60% from $37.7 million for the equivalent period in fiscal
1998. Transaction revenues consist of commission revenues and payments based
on order flow. Transactions for the first quarter of fiscal 1999 totaled 2.8
million or an average of 43,035 transactions per day. This represents an
increase of 75% over the average daily transaction volume of 24,606 for the
same period last year. Growth in transaction revenues reflected the overall
high level of trading volume in U.S. financial markets as well as the increase
in new customer accounts. Commission revenues for the first quarter of fiscal
1999 increased to $52.3 million, up 69% from $30.9 million for the same period
a year ago. Average commissions per transaction declined to $19.00 in the
first quarter of fiscal 1999, from $19.62 in the first quarter of fiscal 1998
primarily due to a change in product mix. Order flow revenue increased to $8.0
million for the first quarter of fiscal 1999, up 17% from $6.8 million for the
same period in the prior year. Order flow revenue accounted for 13% of
transaction revenue in the first quarter of 1999 compared to 18% in the
comparable period in fiscal 1998. The slower growth in order flow revenue is
reflective of a trend which the Company expects to continue as a result of the
implementation by the SEC of new order handling rules in January 1997. These
regulations reduced the bid/ask spread, thereby lowering market maker margins
and accordingly limiting their ability to pay for order flow. Order flow
revenue also decreased due to the loss of Roundtable earnings, which ended
when Roundtable was reorganized as Knight/Trimark, Inc. and went public in
July 1998. Until its initial public offering, Knight/Trimark, Inc. would
allocate a portion of its earnings to its owners, including the Company, based
on what percentage its owners contributed to Knight/Trimark, Inc.'s total
order flow. The Company previously recorded the amounts it received under this
allocation as order flow revenue.
Net interest revenues primarily represent interest earned by the Company on
credit extended to its customers to finance their purchases of securities on
margin, fees on its customer assets invested in money market accounts and
interest earned on investment securities, offset by interest paid to customers
on certain credit balances, interest paid to banks and interest paid to other
broker-dealers through the Company's stock loan program. Net interest revenues
increased to $21.6 million for the first quarter of fiscal 1999, up 80% from
$12.0 million for the same period in fiscal 1998. This increase was primarily
due to interest derived from customer operations of $16.2 million in the first
quarter of fiscal 1999, an increase of $6.4 million or 65% compared to the
equivalent period in fiscal 1998. The primary drivers affecting interest
income from customer operations was the growth in customer accounts and an
increase of 21% in average customer margin debit balances to $985 million, an
increase of 29% in average customer credit balances to $296 million and an
increase of 95% in average customer money market fund balances to $2.2
billion. Additionally, interest earned on investment securities increased 147%
to $5.4 million in the first quarter of fiscal 1999, from $2.2 million in the
equivalent period last year. This increase is consistent with the increase in
investment securities over the same period.
International revenues of $1.1 million for the first quarter of fiscal 1999
represent international licensing fees and ongoing royalties from agreements
signed as part of E*TRADE's continued international expansion
10
<PAGE>
effort. These agreements provide that the Company will receive royalties based
upon the licensee's transaction revenues. The Company may, from time to time,
seek to enter into similar licensing agreements with others as part of its
international expansion strategy. There can be no assurance that any such
future agreements will be consummated or that the terms thereof will be
comparable to those of the aforementioned agreements or that the recognition
of any licensing fees will occur during the period in which an arrangement is
consummated.
Other revenues increased to $5.0 million for the first quarter of fiscal
1999, up 17% from $4.3 million for the comparable period in fiscal 1998. Other
revenues increased primarily due to increases in broker-related fees for
services, growth in ShareData, Inc. licensing revenue, and increased revenues
from mutual funds and advertising on the Company's Web site.
Cost of Services
Total cost of services increased to $41.2 million in the first quarter of
fiscal 1999, up 75% from $23.6 million for the comparable period in fiscal
1998. Cost of services includes expenses related to the Company's clearing
operations and customer service activities, and system maintenance and
communication expenses. Cost of services as a percentage of net revenues was
47% in the first quarter of fiscal 1999 compared to 44% in the comparable
period in 1998. This increase reflects the overall increase in customer
transactions processed by the Company, a related increase in customer service
inquiries, and operations and maintenance costs associated with the technology
centers in Palo Alto and Rancho Cordova, California.
Operating Expenses
Selling and marketing expenses increased to $40.9 million for the first
quarter of fiscal 1999, up 345% from $9.2 million for the comparable period in
fiscal 1998. As a percentage of net revenue, selling and marketing expenses
increased to 46% for the first quarter of fiscal 1999, from 17% in the first
quarter of fiscal 1998. This increase reflects the Company's aggressive
account and membership acquisition strategy which includes major marketing
expenditures for advertising placements, creative development and collateral
materials resulting from a variety of advertising campaigns directed at
building brand name recognition, growing customer base and market share, and
maintaining customer retention rates. Beginning in the fourth quarter of
fiscal 1998, the Company significantly expanded its marketing efforts
including the launch of Destination E*TRADE, expanded national television
advertising and new strategic marketing alliances with key business partners,
such as AOL and Yahoo!. These increased expenditure levels are expected to
continue throughout fiscal 1999. The Company's selling and marketing expenses
vary depending upon a variety of factors including, without limitation, the
launch of new products or services.
Technology development expenses increased to $14.3 million for the first
quarter of fiscal 1999, up 127% from $6.3 million for the comparable period in
fiscal 1998. As a percentage of net revenue, technology development increased
to 16% for the first quarter of fiscal 1999, from 12% for the first quarter of
fiscal 1998. The increased level of expenses was incurred to enhance the
Company's existing product offerings, including maintenance of the Company's
Web site and development efforts related to Destination E*TRADE and
proprietary Stateless Architecture, and reflects the Company's continuing
commitment to invest in new products and technologies to support potential
future growth.
General and administrative expenses increased to $14.4 million for the first
quarter of fiscal 1999, up 141% from $6.0 million for the comparable period in
fiscal 1998. This increase is the result of personnel additions, the
development of administrative functions resulting from the overall growth in
the Company, and the costs associated with the opening of a new technology and
customer service support facility in Alpharetta, Georgia.
Income Tax Expense (Benefit)
Income tax expense (benefit) represents the provision for federal and state
income taxes at an effective rate of (42.0%) for the first quarter of fiscal
1999 and 42.8% for the comparable period in fiscal 1998. Prior to its merger
with the Company, ShareData, Inc. was a Subchapter S corporation and was not
subject to federal and state corporate income taxes. Additionally, the rate
for the first quarter of fiscal 1999 reflects expected tax benefits from tax-
exempt interest income.
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Liquidity and Capital Resources
The Company currently anticipates that its available cash resources and
credit facilities will be sufficient to meet its presently anticipated working
capital and capital expenditure requirements for at least the next 12 months.
However, the Company may need to raise additional funds in order to support
more rapid expansion, develop new or enhanced services and products, respond
to competitive pressures, acquire complementary businesses or technologies or
take advantage of unanticipated opportunities.
Cash used in operating activities was $5.1 million for the first quarter of
fiscal 1999 compared with $5.2 million in the equivalent period in fiscal
1998. Cash used in operations during the quarter was relatively consistent
with the equivalent quarter in fiscal 1998 as brokerage liabilities exceeded
related assets by $36.7 million, and other assets, accounts payable, accrued
and other liabilities decreased cash flow from operations by $17.3 million.
Cash provided by investing activities was $13.2 million for the first
quarter of fiscal 1999, compared to cash used in investing activities of $9.7
million in the equivalent period in fiscal 1998. The increase in cash provided
by investing activities for the first quarter of fiscal 1999 was primarily a
result of the net purchases and sale / maturity of investment securities of
$16.1 million, in addition to a decrease in property and equipment purchases
to $2.8 million from $3.7 million, and the acquisition of OptionsLink for $3.5
million in the first quarter of fiscal 1998. The Company expects that it will
incur approximately $40 million of capital expenditures for the 12 months
ended September 30, 1999.
Cash provided by financing activities was $1.2 million for the first quarter
of fiscal 1999, compared to $0.7 million in the equivalent period in fiscal
1998. The increase in cash provided by financing activities in the first
quarter of fiscal 1999 was primarily a result of increases in the proceeds
from employee stock transactions.
Year 2000 Compatibility
Many computer systems use only two digits to identify a specific year and
therefore may not accurately recognize and handle dates beyond the year 1999.
If not corrected, these computer applications could fail or create erroneous
results by or at the year 2000. The Company utilizes, and is dependent upon,
data processing systems and software to conduct its business. The data
processing systems and software include those developed and maintained by the
Company's third-party data processing vendors and software which is run on in-
house computer networks.
Due to the Company's dependence on computer technology to conduct its
business, and the dependence of the financial services industry on computer
technology, the nature and impact of year 2000 processing failures on the
Company's business, financial position, results of operations or cash flows
could be material. During the first quarter of fiscal 1998, the Company
initiated a review and assessment of all hardware and software to evaluate
whether it will function properly in the year 2000 without material errors or
interruptions.
The Company believes that all year 2000 issues revealed as a result of that
evaluation to date can be remedied in a timely manner, and therefore does not
expect a material risk of disruption of operations. With respect to outside
vendors, those vendors that have been contacted have indicated that their
hardware or software is or will be year 2000 compatible in time frames that
meet regulatory requirements. Evaluation of these issues is continuing and
there is a risk that other problems, not presently known to the Company, will
be discovered which could present a material risk of disruption to the
Company's operations and result in material adverse consequences to the
Company. Furthermore, there can be no assurance that the Company will not
experience unexpected delays in remediation of any year 2000 issues that may
be discovered. Any inability to remediate such issues in a timely manner could
cause a material disruption of the Company's business. In addition, the method
of trading employed by the Company is heavily dependent on the integrity of
electronic systems outside of the Company's control, such as online and
Internet service providers, and third-party software such as Internet
browsers. A failure of any such system in the trading process, even for a
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short time, could cause interruption to the Company's business. The year 2000
issue could lower demand for the Company's services while increasing the
Company's costs. These combining factors, while not quantified, could have a
material adverse impact on the Company's financial results.
Because systems critical to the Company other than its computer systems may
be affected by the century change, the Company's year 2000 efforts also
encompass facilities and equipment, which rely on date-dependent technology,
such as, building equipment that contains embedded technology and the
Company's third-party providers.
At this time, it does not appear that the costs of addressing year 2000
issues will have a material adverse impact on the Company's financial
position. However, in the event that the Company and third parties upon which
it relies are unable to address these issues in a timely manner, it could
result in a material financial risk to the Company.
Status of Year 2000 Efforts
The Company's year 2000 efforts address all computer systems, equipment and
business partner relationships considered essential to the Company's ability
to conduct its business. The objective of the Company's year 2000 project is
to identify the core business processes and associated computer systems and
equipment that may be at risk due to the use of two-digit year dates. Once
identified, the systems and equipment are rated for risk and are prioritized
for conversion or replacement according to their impact on core business
operations. The Company's year 2000 project follows a structured approach in
analyzing and mitigating year 2000 issues. This approach consists of six
phases: awareness, assessment, remediation, validation, implementation and
industry-wide testing. The work associated with each phase may be performed
simultaneously with other phases of the project, depending on the nature of
the work to be performed and the technology and business requirements of the
specific business unit. For example, awareness is an ongoing effort and occurs
in each phase. As part of this project, the Company reviews its vendor
relationships (suppliers, alliances and third-party providers) in an attempt
to assess their ability to meet the year 2000 challenge. In addition, this
plan seeks to ensure that all of the Company's business partners and service
providers are also year 2000 ready. In addition, written contingency plans are
being developed for all mission critical systems and many non-critical systems
to address any unexpected year 2000 failures. However, there can be no
assurance that contingency plans will adequately address all year 2000
failures.
Currently, the Company's primary focus is the completion of remediation and
testing, and on-going contingency planning and vendor management efforts.
However, the Company is continuing to assess the impact of year 2000 issues on
its products, internal information systems and third-party vendor relations.
The Company has begun, and in many cases completed, corrective efforts in
these areas. The Company does not anticipate that addressing year 2000 issues
for its internal information systems and current and future products will have
a material impact on its operations or financial results. However, there can
be no assurance that these costs will not be greater than anticipated, or that
corrective action undertaken will be completed before year 2000 issues may
arise.
The Company anticipates that remediation, testing and implementation of all
systems will be completed by March 1999. The Company will be participating in
an industry-wide test sponsored by the Securities Industry Association in the
first half of 1999 and is implementing plans to be prepared to participate in
the test. These activities will also include joint testing with selected
critical vendors, joint contingency planning with selected critical vendors,
and addressing year 2000 concerns with new vendors. The Company anticipates
that work on the awareness, contingency planning, and vendor management phases
of the project will continue through the century change.
The success of the Company's year 2000 efforts depends in part on the
adequacy of compliance by vendors with their representations concerning their
systems, and on parallel efforts being undertaken by vendors and other third
parties with which the Company's systems interact and the Company is therefore
taking steps to determine the status of critical third parties' year 2000
compatibility. The Company has
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implemented a vendor management program. Activities include creating an
inventory of vendors, inquiring directly as to the status of vendors' year
2000 efforts, and continuing contact with vendors to monitor the progress of
vendors who may not yet be year 2000 capable. If these suppliers fail to
adequately address year 2000 issues for the products and services they provide
to the Company, this could have a material adverse impact on the Company's
operations and financial results. The Company is still assessing the effect
year 2000 issues will have on its suppliers and at this time, cannot determine
the impact it will have. There can be no assurance that all third parties will
provide accurate and complete information or that all their systems will be
fully year 2000 capable. Third parties' year 2000 processing failures may have
a material adverse impact on the Company's systems and operations.
As the year 2000 project continues, the Company may discover additional year
2000 issues, may not be able to develop, implement, or test remediation or
contingency plans, or may find that the costs of these activities exceed
current expectations and become material. In many cases, the Company is
relying on assurances from suppliers that new and upgraded information systems
and other products will be year 2000 capable. The Company plans to test such
third-party products, but cannot be sure that its tests will be adequate or
that, if problems are identified, they will be addressed by the supplier in a
timely and satisfactory way.
Because the Company uses a variety of information systems and has additional
systems embedded in its operations and infrastructure, the Company cannot be
sure that all of its systems will work together in a year 2000 capable
fashion. Furthermore, the Company cannot be sure that it will not suffer
business interruptions, either because of its own year 2000 issues or those of
its customers or suppliers whose year 2000 issues may make it difficult or
impossible for them to fulfill their commitments to the Company. If the
Company fails to satisfactorily resolve year 2000 issues related to its
products in a timely manner, it could be exposed to liability to third
parties.
The Company is continuing to evaluate year 2000-related risks and corrective
actions. However, the risks associated with the year 2000 may be pervasive and
complex; they can be difficult to identify and to address, and can result in
material adverse consequences to the Company. Even if the Company, in a timely
manner, completes all of its assessments, identifies and tests remediation
plans believed to be adequate, and develops contingency plans believed to be
adequate, some issues may not be identified or corrected in time to prevent
material adverse consequences to the Company.
The Company's plan may also be affected by regulatory changes, changes in
industry customs and practices, and significant systems modifications
unrelated to the year 2000 project including upgrades and additions to
capacity, and the cost and continued availability of qualified personnel and
other resources.
The Company spent approximately $1 million in the first quarter of fiscal
1999 and currently estimates that it will cost approximately an additional $4
million to ascertain that its core computer systems and those of its vendors
are year 2000 capable. These expenditures will consist primarily of
compensation for information technology employees and contractors dedicated to
this project and related hardware and software costs. This estimate excludes
the time that may be spent by management and administrative staff in guiding
and assisting the information technology effort described above or for making
systems other than core brokerage computer systems year 2000 capable. The
Company expects to fund all year 2000 related costs through operating cash
flows. These costs are not expected to result in increased information
technology expenditures because they will be funded through a reallocation of
the Company's overall development spending. In accordance with generally
accepted accounting principles, such expenditures will be expensed as
incurred.
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Risk Factors
You should carefully consider the risks described below before making an
investment decision in our company. The risks and uncertainties described
below are not the only ones facing our company and there may be additional
risks that we do not presently know of or that we currently deem immaterial.
All of these risks may impair our business operations. This document also
contains forward-looking statements that involve risks and uncertainties and
actual results may differ materially from the results we discuss in the
forward-looking statements. If any of the following risks actually occur, our
business, financial condition or results of operations could be materially
adversely affected. In such case, the trading price of our Common Stock could
decline, and you may lose all or part of your investment.
In accordance with "plain English" guidelines provided by the Securities and
Exchange Commission, the risk factors have been written in the first person.
Risks Associated with Systems Failure
We receive and process trade orders mostly through the Internet, online
service providers and touch-tone telephone. Thus, we depend heavily on the
integrity of the electronic systems supporting this type of trading, including
our internal software programs and computer systems. Our systems or any other
systems in the trading process could slow down significantly or fail for a
variety of reasons including:
. undetected errors in our internal software programs or computer systems;
. our inability to effectively resolve any errors in our internal software
programs or computer systems once they are detected; or
. heavy stress placed on our system during certain peak trading times.
If our systems or any other systems in the trading process slow down
significantly or fail even for a short time, our customers would suffer delays
in trading, which could cause substantial losses and possibly subject us to
claims for such losses or to litigation claiming fraud or negligence. We have
experienced such systems failures and degradation in the past, and on certain
days in February 1999, we again experienced similar systems failures. We could
experience future system failures and degradations. To promote customer
satisfaction and protect our brand name, we have on certain occasions
compensated customers for verifiable losses from such failures. To date,
during our systems failures we were able to take orders by telephone, however,
only associates with securities broker's licenses can accept telephone orders.
An adequate number of such associates may not be available to take customer
calls in the event of a future systems failure. We could experience a number
of adverse consequences as a result of these systems failures including the
loss of existing customers and the inability to attract or retain new
customers. There can be no assurance that our network structure will operate
appropriately in any of the following events:
. subsystem, component or software failure;
. a power or telecommunications failure;
. human error;
. an earthquake, fire or other natural disaster; or
. an act of God or war.
There can be no assurance that in any such event, we will be able to prevent
an extended systems failure. Any such systems failure that interrupts our
operations could have a material adverse effect on our business, financial
condition and operating results. We have received, in the past, including as a
result of our systems failures in February 1999, adverse publicity in the
financial press and in online discussion forums primarily relating to systems
failures.
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Risks Associated with Encryption Technology
A significant barrier to online commerce is the secure transmission of
confidential information over public networks. We rely on encryption and
authentication technology, including cryptography technology licensed from RSA
Data Security, Inc. ("RSA"), to provide secure transmission of confidential
information. There can be no assurance that advances in computer and
cryptography capabilities or other developments will not result in a
compromise of the RSA or other algorithms we use to protect customer
transaction data. If any such compromise of our security were to occur, it
could have a material adverse effect on our business, financial condition and
operating results.
Risks Associated with the Year 2000
Because many computer systems were not designed to handle dates beyond the
year 1999, computer hardware and software may need to be modified prior to the
year 2000 in order to remain functional. This may affect us in numerous ways:
. We are still assessing the impact of the year 2000 issue on our
products, services and internal information systems. We do not expect
our financial results to be materially affected by the need to address
year 2000 issues, but if the costs associated with addressing these
issues are greater than planned, our earnings and results of operations
could be affected. Furthermore, if corrective actions are not completed
before year 2000 problems occur, demand for our products and services
could drop;
. We must rely on outside vendors to address year 2000 issues for their
hardware and software. We are still assessing the effect that year 2000
issues will have on our outside vendors and, at this time, cannot
determine the impact on our products, services and operations.
Contingency plans are being developed in the event that we or our key
vendors will not be year 2000 capable, but any such noncompliance may
have a negative effect on our financial results;
. The method of trading we employ depends heavily on the integrity of
electronic systems outside of our control, such as online and Internet
service providers, and third-party software such as Internet browsers. A
failure of any of these systems due to year 2000 issues would interfere
with the trading process and, in turn, may have a material adverse
effect on our business, financial condition and operating results.
Due to our dependence on computer technology to conduct our business, the
nature and impact of year 2000 processing failures on our business, financial
condition and operating results could be material. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Year
2000 Compatibility."
Risks Associated with Management of a Changing Business
We have grown rapidly and our business and operations have changed
substantially since we began offering electronic investing services in 1992
and Internet investing services in February 1996, and we expect this trend to
continue. Such rapid change and expansion places significant demands on our
administrative, operational, financial and other resources.
We expect operating expenses and staffing levels to increase substantially
in the future. In particular, we have hired and intend to hire a significant
number of additional skilled personnel, including persons with experience in
both the computer and brokerage industries, and, specifically, persons with
Series 7 or other broker-dealer licenses. Competition for such personnel is
intense, and there can be no assurance that we will be able to find or keep
additional suitable senior managers or technical persons in the future. We
also expect to expend resources for future expansion of our accounting and
internal information management systems and for a number of other new systems
and procedures. In addition, we expect that future expansion will continue
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to challenge our ability to successfully hire and retain associates. If our
revenues do not keep up with operating expenses, our information management
systems do not expand to meet increasing demands, we fail to attract,
assimilate and retain qualified personnel, or we fail to manage our expansion
effectively, there would be a material adverse effect on our business,
financial condition and operating results.
The rapid growth in the use of our services has strained our ability to
adequately expand technologically. As we acquire new equipment and
applications quickly, we have less time and ability to test and validate
hardware and software, which could lead to performance problems. We also rely
on a number of third parties to process our transactions, including online and
Internet service providers, back office processing organizations, service
providers and market-makers, all of which will need to expand the scope of the
operations they perform for us. Any backlog caused by a third party's
inability to expand sufficiently to meet our needs could have a material
adverse effect on our business, financial condition and operating results. As
trading volume increases, we may have difficulty hiring and training qualified
personnel at the necessary pace, and the shortage of licensed personnel could
cause a backlog in the processing of orders that need review, which could lead
to not only unsatisfied customers, but also to liability for orders that were
not executed on a timely basis.
Risks Associated with Government Regulation
The securities industry in the United States is subject to extensive
regulation under both federal and state laws. Broker-dealers are subject to
regulations covering all aspects of the securities business, including:
. sales methods;
. trade practices among broker-dealers;
. use and safekeeping of customers' funds and securities;
. capital structure;
. record keeping;
. conduct of directors, officers and employees; and
. supervision.
Because we are a self-clearing broker-dealer, we have to comply with many
complex laws and rules. These include rules relating to possession and control
of customer funds and securities, margin lending and execution and settlement
of transactions. Our ability to so comply depends largely on the establishment
and maintenance of a qualified compliance system.
Our mode of operation and profitability may be directly affected by:
. additional legislation;
. changes in rules promulgated by the SEC, the NASD, the Board of
Governors of the Federal Reserve System, the various stock exchanges and
other self-regulatory organizations; or
. changes in the interpretation or enforcement of existing laws and rules.
The SEC, the NASD or other self-regulatory organizations and state
securities commissions can censure, fine, issue cease-and-desist orders or
suspend or expel a broker-dealer or any of its officers or employees. Our
ability to comply with all applicable laws and rules is largely dependent on
our establishment and maintenance of a compliance system to ensure such
compliance, as well as our ability to attract and retain qualified compliance
personnel. Our growth has placed considerable strain on our ability to ensure
such compliance, and we have experienced turnover of compliance personnel in
the past. The principal purpose of regulation and discipline of broker-dealers
is the protection of customers and the securities markets, rather than
protection of creditors and shareowners of broker-dealers. We could be subject
to disciplinary or other actions
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due to claimed noncompliance in the future, which could have a material
adverse effect on our business, financial condition and operating results.
We have initiated an aggressive marketing campaign designed to bring brand
name recognition to E*TRADE. All marketing activities by E*TRADE Securities
are regulated by the NASD, and E*TRADE Securities' compliance officer must
review all marketing materials prior to release. The NASD has in the past
asked us to discontinue the use of certain marketing materials. The NASD can
impose certain penalties for violations of its advertising regulations,
including:
.censures or fines;
.suspension of all advertising;
.the issuance of cease-and-desist orders; or
.the suspension or expulsion of a broker-dealer or any of its officers or
employees.
We do not currently solicit orders from our customers or make investment
recommendations. However, if we were to engage in such activities, we would
become subject to additional rules and regulations governing, among other
things, sales practices and the suitability of recommendations to customers.
We intend to expand our business in United States securities to other
countries and to broaden our customers' abilities to trade securities of non-
U.S. companies through the Internet and other gateways. International
alliances signed during fiscal year 1998 cover a number of countries in Europe
and Asia. These agreements grant the licensees the exclusive right to offer
online investing services under the E*TRADE name. In addition, the Company has
established joint ventures with strategic partners in Japan and the
U.K. E*TRADE's global network should extend to 32 countries and territories
when fully implemented. These agreements provide that the Company will receive
royalties based upon their transaction revenues. In order to expand its
services globally, E*TRADE Securities must comply with the regulatory controls
of each specific country in which it conducts business. Our international
expansion will be limited by the compliance requirements of other national
regulatory jurisdictions. We intend to rely primarily on local third parties
for regulatory compliance in international jurisdictions. See "Risks
Associated with International Strategy."
There can be no assurance that other federal, state or foreign agencies will
not attempt to regulate our online and other electronic activities. We
anticipate that we may be required to comply with record keeping, data
processing and other regulatory requirements as a result of proposed federal
legislation or otherwise. We may also be subject to additional regulation as
the market for online commerce evolves. Because of the growth in the
electronic commerce market, Congress has held hearings on whether to regulate
providers of services and transactions in the electronic commerce market. As a
result, federal or state authorities could enact laws, rules or regulations
affecting our business or operations. We may also be subject to federal, state
and foreign money transmitter laws and state and foreign sales and use tax
laws. If such laws are enacted or deemed applicable to us, our business or
operations would be rendered more costly or burdensome, less efficient or even
impossible. Any of the foregoing could have a material adverse effect on our
business, financial condition and operating results.
Due to the increasing popularity of the Internet, laws and regulations may
be passed dealing with issues such as user privacy, pricing, content and
quality of products and services. In addition, the New York Attorney General
has recently announced his intention to investigate the online brokerage
industry, citing consumer complaints about delays and technical difficulties
in online stock trading. Increased attention focused upon these liability
issues could adversely affect the growth of the Internet, which could in turn
decrease the demand for our services or could otherwise have a material
adverse effect on our business, financial condition and operating results.
Risks Associated with Net Capital Requirements
The SEC, the NASD and various other regulatory agencies have stringent rules
with respect to the maintenance of specific levels of net capital by
securities broker-dealers. Net capital is the net worth of a
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broker or dealer (assets minus liabilities), less deductions for certain types
of assets. If a firm fails to maintain the required net capital it may be
subject to suspension or revocation of registration by the SEC and suspension
or expulsion by the NASD, and could ultimately lead to the firm's liquidation.
If such net capital rules are changed or expanded, or if there is an unusually
large charge against net capital, operations that require the intensive use of
capital would be limited. Such operations may include trading activities and
the financing of customer account balances. Also, our ability to withdraw
capital from brokerage subsidiaries could be restricted, which in turn could
limit our ability to pay dividends, repay debt and redeem or purchase shares
of our outstanding stock. A large operating loss or charge against net capital
could adversely affect our ability to expand or even maintain our present
levels of business, which could have a material adverse effect on our
business, financial condition and operating results.
As of December 31, 1998, E*TRADE Securities was required to maintain minimum
net capital of $24.7 million and had total net capital of approximately $96.5
million, or approximately $71.9 million in excess of the minimum amount
required.
Risks Associated with Early Stage of Market Development; Dependence on Online
Commerce and the Internet
The market for electronic brokerage services, particularly over the
Internet, is at an early stage of development and is rapidly evolving.
Consequently, demand and market acceptance for recently introduced services
and products are subject to a high level of uncertainty. For us, this
uncertainty is compounded by the risks that consumers will not adopt online
commerce and that commerce on the Internet will not adequately develop or
flourish to permit us to succeed.
Sales of many of our services and products will depend on consumers adopting
the Internet as a method of doing business. This may not occur because of
inadequate development of the necessary infrastructure, such as a reliable
network infrastructure, or complementary services and products such as high
speed modems and communication lines. The Internet has grown and is expected
to grow both in number of users and amount of traffic. There can be no
assurance that the Internet infrastructure will continue to be able to support
the demands placed on it by this continued growth. In addition, the Internet
could lose its viability due to slow development or adoption of standards and
protocols to handle increased Internet activity, or due to increased
governmental regulation. Moreover, critical issues including security,
reliability, cost, ease of use, accessibility and quality of service remain
unresolved and may negatively affect the growth of Internet use or commerce on
the Internet. Because use of the Internet for commerce is new and evolving,
there can be no assurance that the Internet will prove to be a viable
commercial marketplace. If these critical issues are not resolved, if the
necessary infrastructure is not developed, or if the Internet does not become
a viable commercial marketplace, our business, financial condition and
operating results will be materially adversely affected.
Adoption of online commerce by individuals that have relied upon traditional
means of commerce in the past will require such individuals to accept new and
very different methods of conducting business. Moreover, our brokerage
services over the Internet involve a new approach to securities trading which
will require intensive marketing and sales efforts to educate prospective
customers regarding its uses and benefits. For example, consumers who trade
with more traditional brokerage firms, or even discount brokers, may be
reluctant or slow to change to obtaining brokerage services over the Internet.
Also, concerns about security and privacy on the Internet may hinder the
growth of online brokerage trading, which could have a material adverse effect
on our business, financial condition and operating results.
Risks Associated with the Securities Industry; Concentration of Services
Almost all of our revenues in recent years have been from electronic
brokerage services, and we expect this business to continue to account for
almost all of our revenues in the foreseeable future. We, like other
securities firms, are directly affected by economic and political conditions,
broad trends in business and
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finance and changes in volume and price levels of securities and futures
transactions. In recent months, the U.S. securities markets have fluctuated
considerably and a downturn in these markets could adversely affect our
operating results. In October 1987 and October 1989, the stock market suffered
major declines, as a result of which many firms in the industry suffered
financial losses, and the level of individual investor trading activity
decreased after these events. Reduced trading volume and prices have
historically resulted in reduced transaction revenues. When trading volume is
low, our operating results may be adversely affected because our overhead
remains relatively fixed. Severe market fluctuations in the future could have
a material adverse effect on our business, financial condition and operating
results. Some of our competitors with more diverse product and service
offerings might withstand such a downturn in the securities industry better
than we would. See "Risks Associated with Substantial Competition."
Our brokerage business, by its nature, is subject to various other risks,
including customer default and employees' misconduct and errors. We sometimes
allow customers to purchase securities on margin, therefore we are subject to
risks inherent in extending credit. This risk is especially great when the
market is rapidly declining and the value of the collateral we hold could fall
below the amount of a customer's indebtedness. Under specific regulatory
guidelines, any time we borrow or lend securities, we must correspondingly
disburse or receive cash deposits. If we fail to maintain adequate cash
deposit levels at all times, we run the risk of loss if there are sharp
changes in market values of many securities and parties to the borrowing and
lending transactions fail to honor their commitments. Any such losses could
have a material adverse effect on our business, financial condition and
operating results.
Risks Associated with Delays In Introduction of New Services and Products
Our future success depends in part on our ability to develop and enhance our
services and products. There are significant technical risks in the
development of new services and products or enhanced versions of existing
services and products. There can be no assurance that we will be successful in
achieving any of the following:
. effectively using new technologies;
. adapting our services and products to emerging industry standards;
. developing, introducing and marketing service and product enhancements; or
. developing, introducing and marketing new services and products.
We may also experience difficulties that could delay or prevent the
development, introduction or marketing of these services and products.
Additionally, these new services and products may not adequately meet the
requirements of the marketplace or achieve market acceptance. If we are unable
to develop and introduce enhanced or new services and products quickly enough
to respond to market or customer requirements, or if they do not achieve
market acceptance, our business, financial condition and operating results
will be materially adversely affected.
Risks Associated with Substantial Competition
The market for electronic brokerage services over the Internet is new,
rapidly evolving and intensely competitive. We expect competition to continue
and intensify in the future. We face direct competition from discount
brokerage firms providing either touch-tone telephone or online brokerage
services, or both. These firms generally only execute transactions for their
customers, without offering other services such as portfolio valuation,
investment recommendations and research. This limitation on service offerings
may result in other firms having a lower cost structure. These competitors
include, among others, such discount brokerage firms as:
. Charles Schwab & Co., Inc.;
. Fidelity Brokerage Services, Inc.;
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. Waterhouse Securities, Inc.;
. Quick & Reilly, Inc. (a subsidiary of Fleet Financial Group, Inc.);
. National Discount Brokers (a subsidiary of National Discount Brokers
Group);
. Discover Brokerage Direct, Inc. (a subsidiary of Morgan Stanley Dean
Witter Discover & Company);
. Ameritrade, Inc. (a subsidiary of Ameritrade Holding Corporation);
. DLJdirect (a subsidiary of Donaldson, Lufkin & Jenrette Securities
Corporation);
. Datek Online Holdings Corporation (Datek Online); and
. SURETRADE, Inc.
We also encounter competition from established full commission brokerage
firms such as PaineWebber Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Smith Barney, Inc., among others. In addition, we compete
with financial institutions, mutual fund sponsors and other organizations,
some of which provide electronic brokerage services.
Many of our competitors have longer operating histories and significantly
greater financial, technical, marketing and other resources than we do. In
addition, many of our competitors offer a wider range of services and
financial products than we do, and thus may be able to respond more quickly to
new or changing opportunities, technologies and customer requirements. Many of
our competitors also have greater name recognition and larger customer bases
that could be leveraged, thereby gaining market share from us. Such
competitors may conduct more extensive promotional activities and offer better
terms and lower prices to customers than we do, possibly even sparking a price
war in the electronic brokerage business. Moreover, certain competitors have
established cooperative relationships among themselves or with third parties
to enhance their services and products. For example, Charles Schwab's One-
Source mutual fund service and similar, more complete services, may discourage
potential customers from using our brokerage services. Accordingly, it is
possible that new competitors or alliances among existing competitors may
significantly reduce our market share.
General financial success within the securities industry over the past
several years has strengthened existing competitors. We believe that such
success will continue to attract new competitors to the industry, such as
banks, software development companies, insurance companies, providers of
online financial and information services and others, as such companies expand
their product lines. Commercial banks and other financial institutions have
become more competitive with us by offering their customers certain corporate
and individual financial services traditionally provided by securities firms.
The current trend toward consolidation in the commercial banking industry
could further increase competition in all aspects of our business. Commercial
banks generally are expanding their securities and financial services
activities. While we cannot predict the type and extent of competitive
services that commercial banks and other financial institutions ultimately may
offer, or whether legislative barriers will be modified, we may be adversely
affected by such competition or legislation. To the extent our competitors are
able to attract and retain customers based on the convenience of one-stop
shopping, our business or ability to grow could be adversely affected. In many
instances, we are competing with such organizations for the same customers. In
addition, competition among financial services firms exists for experienced
technical and other personnel.
There can be no assurance that we will be able to compete effectively with
current or future competitors or that such competition will not have a
material adverse effect on our business, financial condition and operating
results.
21
<PAGE>
Volatility of Stock Price
The market price of our Common Stock has been and is likely to continue to
be highly volatile and subject to wide fluctuations due to various factors,
many of which may be beyond our control, including:
. quarterly variations in operating results;
. announcements of technological innovations or new software, services or
products by us or our competitors; and
. changes in financial estimates by securities analysts.
In addition, there have been large price and volume fluctuations in the
stock market which have affected the market prices of securities of many
technology and services companies, often unrelated to the operating
performance of such companies. These broad market fluctuations may adversely
affect the market price of our Common Stock. In the past, volatility in the
market price of a company's securities has often led to securities class
action litigation. Such litigation could result in substantial costs and a
diversion of our attention and resources, which could have a material adverse
effect on our business, financial condition and operating results.
Risks Associated with Dependence on Intellectual Property Rights
Our success and ability to compete are dependent to a significant degree on
our proprietary technology. We rely primarily on copyright, trade secret and
trademark law to protect our technology. Effective trademark protection may
not be available for our trademarks. Although we have registered the trademark
"E*TRADE" in the United States and certain other countries, and have certain
other registered trademarks, there can be no assurance that we will be able to
secure significant protection for these trademarks. Our competitors or others
may adopt product or service names similar to "E*TRADE," thereby impeding our
ability to build brand identity and possibly leading to customer confusion.
Our inability to adequately protect the name "E*TRADE" would have a material
adverse effect on our business, financial condition and operating results.
Despite any precautions we take, a third party may be able to copy or
otherwise obtain and use our software or other proprietary information without
authorization or to develop similar software independently. Policing
unauthorized use of our technology is made especially difficult by the global
nature of the Internet and difficulty in controlling the ultimate destination
or security of software or other data transmitted on it. The laws of other
countries may afford us little or no effective protection for our intellectual
property. There can be no assurance that the steps we take will prevent
misappropriation of our technology or that agreements entered into for that
purpose will be enforceable. In addition, litigation may be necessary in the
future to:
. enforce our intellectual property rights;
. protect our trade secrets;
. determine the validity and scope of the proprietary rights of others; or
. defend against claims of infringement or invalidity.
Such litigation, whether successful or unsuccessful, could result in
substantial costs and diversions of resources, either of which could have a
material adverse effect our business, financial condition and operating
results. We currently have several ongoing trademark infringement litigation
actions that we have filed in an effort to protect our trademarks.
Risks Associated with Infringement
We may in the future receive notices of claims of infringement of other
parties' proprietary rights. There can be no assurance that claims for
infringement or invalidity (or any indemnification claims based on such
claims) will not be asserted or prosecuted against us. Any such claims, with
or without merit, could be time consuming and costly to defend or litigate,
divert our attention and resources or require us to enter into
22
<PAGE>
royalty or licensing agreements. There can be no assurance that such licenses
would be available on reasonable terms, if at all, and the assertion or
prosecution of any such claims could have a material adverse effect on our
business, financial condition and operating results.
Risks Associated with Entering New Markets
One element of our strategy is to leverage the E*TRADE brand and technology
to enter new markets. No assurance can be given that we will be able to
successfully adapt our proprietary processing technology for use in other
markets. Even if we do adapt our technology, no assurance can be given that we
will be able to compete successfully in any such new markets. E*TRADE
Securities plans, subject to regulatory approval, to establish investment
banking operations, raising public and private equity capital for companies
over the Internet and other electronic media. We are currently in the process
of investing over $100 million in a new marketing campaign centered on our new
Internet Web site, Destination E*TRADE. We also plan to pursue additional
related revenue opportunities, such as revenue from correspondent clearing,
advertising and subscriptions. There can be no assurance that our new
marketing efforts or our pursuit of any of these opportunities will be
successful. If these efforts are not successful, we could realize less than
expected earnings, which in turn could result in a decrease in the market
value of our Common Stock. Furthermore, such efforts may divert management
attention or inefficiently utilize our resources.
Risks Associated with International Strategy
One component of our strategy is a planned increase in efforts to attract
more international customers. To date, we have limited experience in providing
brokerage services internationally. There can be no assurance that our
international licensees will be able to market our branded services and
products successfully in international markets. In addition, there are certain
risks inherent in doing business in international markets, particularly in the
heavily regulated brokerage industry, such as:
. unexpected changes in regulatory requirements, tariffs and other trade
barriers;
. difficulties in staffing and managing foreign operations;
. political instability;
. fluctuations in currency exchange rates;
. reduced protection for intellectual property rights in some countries;
. seasonal reductions in business activity during the summer months in
Europe and certain other parts of the world; and
. potentially adverse tax consequences.
Any of the foregoing could adversely impact the success of our international
operations. Under these agreements, we rely upon third parties for a variety
of business and regulatory compliance matters. We have limited control over
the management and direction of these third parties. We run the risk that
their action or inaction could harm our operations and/or the goodwill
associated with our brand name. Additionally, our international licensees have
the right to sell sub-licenses. Generally, we have less control over sub-
licensees than we do over licensees. As a result, the risk to our operations
and goodwill is higher. There can be no assurance that one or more of the
factors described above will not have a material adverse effect on our future
international operations, if any, and, consequently, on our business,
financial condition and operating results.
Risks Associated with Acquisitions, Strategic Relationships
We may acquire other companies or technologies in the future, and we
regularly evaluate such opportunities. Acquisitions entail numerous risks,
including:
. difficulties in the assimilation of acquired operations and products;
23
<PAGE>
. diversion of management's attention from other business concerns;
. amortization of acquired intangible assets; and
. potential loss of key employees of acquired companies.
We have limited experience in assimilating acquired organizations into our
operations. No assurance can be given as to our ability to integrate
successfully any operations, personnel, services or products that might be
acquired in the future. Failure to successfully assimilate acquired
organizations could have a material adverse effect on our business, financial
condition and operating results.
We have established a number of strategic relationships with online and
Internet service providers and software and information service providers. A
majority of such relationships have only recently been entered into. There can
be no assurance that any such relationships will be maintained, or that if
they are maintained, they will be successful or profitable. Additionally, we
may not develop any new such relationships in the future.
Risks Associated with Significant Fluctuations In Quarterly Operating Results
We expect to experience large fluctuations in future quarterly operating
results that may be caused by many factors, including the following:
. the timing of introductions or enhancements to online investing services
and products by us or our competitors;
. market acceptance of online investing services and products;
. the pace of development of the market for online commerce;
. changes in trading volume in securities markets;
. trends in securities markets;
. domestic and international regulation of the brokerage industry;
. changes in pricing policies by us or our competitors;
. changes in strategy;
. the success of or costs associated with acquisitions, joint ventures or
other strategic relationships;
. changes in key personnel;
. seasonal trends;
. the extent of international expansion;
. the mix of international and domestic revenues;
. changes in the level of operating expenses to support projected growth;
and
. general economic conditions.
We have also experienced fluctuations in the average number of customer
transactions per day. Thus, the rate of growth in customer transactions at any
given time is not necessarily indicative of future transaction activity.
Due to the foregoing factors, quarterly revenues and operating results are
difficult to forecast. We believe that period-to-period comparisons of our
operating results will not necessarily be meaningful and you should not rely
on them as any indication of future performance. Our future quarterly
operating results may not consistently meet the expectations of securities
analysts or investors, which in turn may have an adverse effect on the market
price of our Common Stock.
24
<PAGE>
Risks Associated with Potential Reduction In Order Flow Rebates
We have arrangements with various Nasdaq market-makers and third market
firms to receive cash payments in exchange for routing trade orders to these
firms for execution. This practice of receiving payments for order flow is
widespread in the securities industry. Under applicable SEC regulations, we
have to disclose the receipt of these payments to our customers. Order flow
revenue increased to $8.0 million for the first quarter of fiscal 1999, up 17%
from $6.8 million for the same period in the prior year. Order flow revenue
accounted for 13% of transaction revenue in the first quarter of 1999 compared
to 18% in the comparable period in fiscal 1998. The slower growth in order
flow revenue is reflective of a trend which the Company expects to continue as
a result of the implementation by the SEC of new order handling rules in
January 1997. These regulations reduced the bid/ask spread, thereby lowering
market-maker margins and accordingly limiting their ability to pay for order
flow. Order flow revenue also decreased due to the loss of Roundtable
earnings, which ended when Roundtable was reorganized as Knight/Trimark, Inc.
and went public in July 1998. Until its initial public offering,
Knight/Trimark, Inc. would allocate a portion of its earnings to its owners,
including the Company, based on the percentage its owners contributed to
Knight/Trimark, Inc.'s total order flow. The Company previously recorded the
amounts it received under this allocation as order flow revenue. In addition,
there can be no assurance that payments for order flow will continue to be
permitted by the SEC, the NASD or other regulatory agencies, courts or
governmental units. Loss of any or all of these revenues could have a material
adverse effect on our business, financial condition and operating results.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk Disclosures
The following discussion about the Company's market risk disclosures
involves forward-looking statements. Actual results could differ materially
from those projected in the forward-looking statements . The Company is
exposed to market risk related to changes in interest rates, foreign currency
exchange rates and equity security price risk. The Company does not have
derivative financial instruments for speculative or trading purposes.
Interest Rate Sensitivity
The Company maintains a short-term investment portfolio consisting of mainly
income securities with an average maturity of less than two years. These
available-for-sale securities are subject to interest rate risk and will fall
in value if market interest rates increase. If market interest rates were to
increase immediately and uniformly by 10 percent in levels at December 31,
1998, the fair value of the portfolio would decline by an immaterial amount.
The Company has the ability to hold its fixed income investments until
maturity, and therefore the Company would not expect its operating results or
cash flows to be affected to any significant degree by the effect of a sudden
change in market interest rates on its securities portfolio.
Equity Price Risk
The Company holds a small portfolio of marketable-equity traded securities
that are subject to market price volatility. Equity price fluctuations of plus
or minus 15 percent would not have a material impact on the Company.
Financial Instruments
For its working capital and reserves which are required to be segregated
under Federal or other regulations, the Company invests in money market funds,
resale agreements, certificates of deposit, and commercial paper. Money market
funds do not have maturity dates and do not present a material market risk.
The other financial instruments are fixed rate investments with short
maturities and do not present a material interest rate risk.
25
<PAGE>
PART II. Other Information
Item 1. Legal and Administrative Proceedings--
On November 21, 1997, a putative class action was filed in the Superior
Court of California, County of Santa Clara, by Larry R. Cooper on behalf of
himself and other similarly situated individuals. The action alleges, among
other things, that the Company's advertising, other communications and
business practices regarding the Company's commission rates and its ability to
timely execute and confirm transactions through its online brokerage services
were false and deceptive. The action seeks injunctive relief enjoining the
purported deceptive and unfair practices alleged in the action and also seeks
unspecified compensatory and punitive damages, as well as attorney fees. This
proceeding is currently in the discovery phase and the Company is unable to
predict its ultimate outcome.
On February 8, 1999, a putative class action was filed in the Superior Court
of California, County of Santa Clara, by Coleen Divito, on behalf of herself
and other similarly situated individuals. The action alleges, among other
things, that the Company's advertising, other communications and business
practices regarding its ability to timely execute and confirm transactions
through its online brokerage services were false and deceptive. This
proceeding is currently at a very early stage and the Company is unable to
predict its ultimate outcome.
On February 11, 1999, a putative class action was filed in the Supreme Court
of New York, County of New York, by Evan Berger, on behalf of himself and
other similarly situated individuals. The action alleges, among other things,
that the Company's advertising, other communications and business practices
regarding its ability to timely execute and confirm transactions through its
online brokerage services were false and deceptive. This proceeding is
currently at a very early stage and the Company is unable to predict its
ultimate outcome.
The Company believes that these claims are without merit and intends to
defend against them vigorously. An unfavorable outcome in any matters, which
are not covered by insurance, could have a material adverse effect on the
Company's business, financial condition and results of operations. In
addition, even if the ultimate outcomes are resolved in favor of the Company,
the defense of such litigation could entail considerable cost and the
diversion of efforts of management, either of which could have a material
adverse effect on the Company's results of operation.
From time to time the Company has been threatened with, or named as a
defendant in, lawsuits and administrative claims. Compliance and trading
problems that are reported to the NASD or the SEC by dissatisfied customers
are investigated by the NASD or the SEC, and, if pursued by such customers,
may rise to the level of arbitration or disciplinary action. One or more of
such claims or disciplinary actions decided adversely against the Company
could have a material adverse effect on the Company's business, financial
condition and results of operations. The Company is also subject to periodic
regulatory audits and inspections.
The securities industry is subject to extensive regulation under federal,
state and applicable international laws. As a result, the Company is required
to comply with many complex laws and rules and its ability to so comply is
dependent in large part upon the establishment and maintenance of a qualified
compliance system. The Company is aware of several instances of its
noncompliance with applicable regulations. In particular, in fiscal 1997, the
Company's failure to timely renew its broker dealer registration in Ohio
resulted in a $4.3 million pre-tax charge against earnings.
The Company maintains insurance in such amounts and with such coverages,
deductibles and policy limits as management believes are reasonable and
prudent. The principal risks that the Company insures against are
comprehensive general liability, commercial property, hardware/software
damage, directors and officers, and errors and omissions liability. The
Company believes that such insurance coverages are adequate for the purpose of
its business.
26
<PAGE>
Item 2. Changes in Securities and Use of Proceeds -- Not applicable.
Item 3. Defaults Upon Senior Securities -- Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders -- None.
Item 5. Other Information -- None.
Item 6. Exhibits and Reports on Form 8-K
Exhibit 27 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
E*TRADE Group, Inc.
(Registrant)
Dated: February 16, 1999
/s/ Christos M. Cotsakos
-------------------------------------
Christos M. Cotsakos,
Chairman of the Board and Chief
Executive Officer (principal
executive officer)
/s/ Leonard C. Purkis
-------------------------------------
Leonard C. Purkis,
Executive Vice President, Finance
and Administration, Chief Financial
Officer
(principal financial and accounting
officer)
27
<TABLE> <S> <C>
<PAGE>
<ARTICLE> BD
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS INCLUDED IN THIS REGISTRATION STATEMENT FILING AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> DEC-31-1998
<CASH> 31,179
<RECEIVABLES> 1,187,698
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 325,991
<INSTRUMENTS-OWNED> 486,653
<PP&E> 45,734
<TOTAL-ASSETS> 2,241,004
<SHORT-TERM> 88,400
<PAYABLES> 521,402
<REPOS-SOLD> 0
<SECURITIES-LOANED> 903,629
<INSTRUMENTS-SOLD> 0
<LONG-TERM> 0
1,138
0
<COMMON> 0
<OTHER-SE> 726,435
<TOTAL-LIABILITY-AND-EQUITY> 2,241,004
<TRADING-REVENUE> 0
<INTEREST-DIVIDENDS> 31,007
<COMMISSIONS> 60,320
<INVESTMENT-BANKING-REVENUES> 0
<FEE-REVENUE> 0
<INTEREST-EXPENSE> 9,363
<COMPENSATION> 0
<INCOME-PRETAX> (22,765)
<INCOME-PRE-EXTRAORDINARY> (22,765)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,193)
<EPS-PRIMARY> (0.12)
<EPS-DILUTED> (0.12)
</TABLE>
