Fourth Quarter 2016 Highlights &
Updates:
- U.S. GAAP net revenues from continuing operations
of $80.6 million
- U.S. GAAP net income attributable to Global
Brokerage, Inc. from continuing operations of $10.7 million or
$1.91 per diluted share, including a $6.4 million gain on
derivative liability
- U.S. GAAP net revenues from discontinued
operations of $8.7 million
- U.S. GAAP net loss attributable to Global
Brokerage, Inc. from discontinued operations of $11.1 million or
$1.97 per diluted share
- Adjusted EBITDA from continuing and discontinued
operations of $30.8 million
- Strong combined operating cash position of $226.2
million at December 31, 2016
- In March 2017, repaid $30.0 million on the
Leucadia Credit Agreement leaving $128.0 million outstanding
NEW YORK, March 20, 2017 (GLOBE NEWSWIRE) --
Global Brokerage, Inc. (NASDAQ:GLBR), today announced for the
quarter ended December 31, 2016, U.S. GAAP trading revenue from
continuing operations of $79.5 million, compared to $65.4 million
for the quarter ended December 31, 2015. U.S. GAAP net income
attributable to Global Brokerage, Inc. from continuing operations
was $10.7 million (including a $6.4 million gain on derivative
liabilities) for the quarter ended December 31, 2016, or
$1.91 per diluted share, compared to U.S. GAAP net loss
attributable to Global Brokerage, Inc. from continuing operations
of $85.7 million (including a $99.9 million loss on derivative
liabilities), or $15.75 per diluted share, for the quarter
ended December 31, 2015.
For the twelve months ended December 31, 2016,
U.S. GAAP trading revenue from continuing operations was $276.0
million, compared to $250.0 million for the twelve months ended
December 31, 2015. U.S. GAAP net income attributable to
Global Brokerage, Inc. from continuing operations was $96.7 million
for the twelve months ended December 31, 2016 or $17.24 per
diluted share (including a $206.8 million net gain on derivative
liabilities), compared to U.S. GAAP net loss attributable to Global
Brokerage, Inc. from continuing operations of $513.6 million
(including a $354.7 million loss on derivative liabilities), or
$100.96 per diluted share, for the twelve months ended
December 31, 2015.
The net gain/loss on derivative liabilities
consists of non-cash changes in the value of embedded derivatives
associated with the Leucadia Letter and Credit Agreements (as
described further below). The Letter Agreement is a component
of the financing package provided by Leucadia National Corp.
("Leucadia"). On January 15, 2015, FXCM Group, LLC ("FXCM Group")
customers suffered negative equity balances due to the
unprecedented move in the Swiss Franc after the Swiss National Bank
("SNB") discontinued its peg of the Swiss Franc to the Euro.
On January 16, 2015, FXCM Group entered into a financing agreement
with Leucadia that permitted FXCM Group's regulated subsidiaries to
meet their regulatory capital requirements and continue normal
operations after significant losses were incurred resulting from
the events of January 15, 2015.
On September 1, 2016 we completed the
restructuring of the financing arrangements with Leucadia (the
"Leucadia Restructuring Transaction"). We amended the terms of the
Amended and Restated Credit Agreement (the "Credit Agreement") and
replaced the Amended and Restated Letter Agreement (the "Letter
Agreement") with a new Limited Liability Company
Agreement.
U.S. GAAP trading revenue from discontinued
operations for the quarter ended December 31, 2016 was $8.5
million, compared to $11.3 million for the quarter ended December
31, 2015. U.S. GAAP net loss attributable to Global
Brokerage, Inc. from discontinued operations was $11.1 million for
the quarter ended December 31, 2016, or $1.97 per diluted
share, compared to U.S. GAAP net loss attributable to Global
Brokerage, Inc. from discontinued operations of $19.3 million, or
$3.54 per diluted share, for the quarter ended December 31,
2015.
U.S. GAAP trading revenue from discontinued
operations for the twelve months ended December 31, 2016 was $31.1
million, compared to $71.5 million for the twelve months ended
December 31, 2015. U.S. GAAP net loss attributable to Global
Brokerage, Inc. from discontinued operations was $26.0 million for
the twelve months ended December 31, 2016, or $4.64 per
diluted share, compared to U.S. GAAP net loss attributable to
Global Brokerage, Inc. from discontinued operations of $40.3
million, or $7.93 per diluted share, for the twelve months
ended December 31, 2015.
Adjusted EBITDA from continuing and discontinued
operations for the quarter ended December 31, 2016 was $30.8
million, compared to $12.6 million for the quarter ended December
31, 2015.
Adjusted EBITDA from continuing and discontinued
operations for the twelve months ended December 31, 2016 was $58.4
million, compared to $38.2 million for the twelve months ended
December 31, 2015.
Adjusted EBITDA is a Non-GAAP financial measure.
This measure does not represent and should not be considered as a
substitute for net income, net income attributable to Global
Brokerage, Inc. or net income per Class A share or as a substitute
for cash flow from operating activities, each as determined in
accordance with U.S. GAAP, and our calculations of these measures
may not be comparable to similarly entitled measures reported by
other companies. See "Non-GAAP Financial Measures" beginning on A-3
of this release for additional information regarding these Non-GAAP
financial measures and for reconciliations of such measures to the
most directly comparable measures calculated in accordance with
U.S. GAAP.
Selected Customer Trading Metrics from Continuing
Operations |
|
|
|
|
|
|
|
|
|
|
Three Months
Ended December 31, |
|
Twelve Months
Ended December 31, |
|
|
|
|
|
2016 |
|
|
2016 |
|
|
|
|
|
|
|
|
Total Customer Trading Volume
(in Billions US$ Equivalent) - Ex FXCM US LLC |
$ |
798 |
|
$ |
3,346 |
|
Total Customer Trading Volume
(in Billions US$ Equivalent) - FXCM US LLC |
$ |
172 |
|
$ |
722 |
|
Total
Customer Trading Volume (in Billions US$ Equivalent) |
$ |
970 |
|
$ |
4,068 |
|
Retail Active Accounts - Ex
FXCM US LLC |
|
132,456 |
|
|
132,456 |
|
Retail Active Accounts - FXCM
US LLC |
|
46,326 |
|
|
46,326 |
|
Retail
Active Accounts |
|
178,782 |
|
|
178,782 |
|
Trading days in
period |
|
64 |
|
|
259 |
|
Daily Average Trades -
Customers - Ex FXCM US LLC |
|
481,713 |
|
|
506,238 |
|
Daily Average Trades -
Customers - FXCM US LLC |
|
100,680 |
|
|
109,737 |
|
Daily
Average Trades - Customers |
|
582,394 |
|
|
615,976 |
|
Daily average trades per
active account - Ex FXCM US LLC |
|
3.6 |
|
|
3.8 |
|
Daily average trades per
active account - FXCM US LLC |
|
2.2 |
|
|
2.4 |
|
Daily
average trades per active account |
|
3.3 |
|
|
3.4 |
|
Trading revenue per million
traded |
$ |
82 |
|
$ |
68 |
|
Total customer equity ($ in
millions) |
$ |
662 |
|
$ |
662 |
|
|
|
|
|
|
More information, including historical results for
each of the above metrics, can be found on the investor relations
page of Global Brokerage, Inc.'s
website ir.globalbrokerage.info.
This operating data is preliminary and subject to
revision and should not be taken as an indication of the financial
performance of Global Brokerage, Inc. Global Brokerage, Inc.
undertakes no obligation to publicly update or review previously
reported operating data. Any updates to previously reported
operating data will be reflected in the historical operating data
that can be found on the Investor Relations page of the Company's
corporate website ir.globalbrokerage.info.
Disclosure Regarding
Forward-Looking Statements
In addition to historical information, this
earnings release may contain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, Section
21E of the Securities Exchange Act of 1934 and/or the Private
Securities Litigation Reform Act of 1995, which reflect Global
Brokerage's current views with respect to, among other things, its
operations and financial performance in the future. These
forward-looking statements are not historical facts and are based
on current expectations, estimates and projections about Global
Brokerage's industry, business plans, management's beliefs and
certain assumptions made by management, many of which, by their
nature, are inherently uncertain and beyond our control.
Accordingly, readers are cautioned that any such forward-looking
statements are not guarantees of future performance and are subject
to certain risks, uncertainties and assumptions that are difficult
to predict including, without limitation, risks associated with
Global Brokerage's strategy to focus on its operations outside the
United States, risks associated with the events that took place in
the currency markets on January 15, 2015 and their impact on Global
Brokerage's capital structure, risks associated with Global
Brokerage's ability to recover all or a portion of any capital
losses, risks relating to the ability of Global Brokerage to
satisfy the terms and conditions of or make payments pursuant to
the terms of the finance agreements with Leucadia, as well as risks
associated with Global Brokerage's obligations under its other
financing agreements, risks related to Global Brokerage's
dependence on FX market makers, market conditions, risks associated
with the outcome of any potential litigation or regulatory
inquiries to which Global Brokerage may become subject, risks
associated with potential reputational damage to Global Brokerage
resulting from its sale of US customer accounts, and those other
risks described under "Risk Factors" in Global Brokerage's Annual
Report on Form 10-K, Global Brokerage's latest Quarterly Report on
Form 10-Q, and other reports or documents Global Brokerage files
with, or furnishes to, the SEC from time to time, which are
accessible on the SEC website at sec.gov. This information
should also be read in conjunction with Global Brokerage's
Consolidated Financial Statements and the Notes thereto contained
in Global Brokerage's Annual Report on Form 10-K, Global
Brokerage's latest Quarterly Report on Form 10-Q, and in other
reports or documents that Global Brokerage files with, or furnishes
to, the SEC from time to time, which are accessible on the SEC
website at sec.gov.
About Global
Brokerage, Inc.
Global Brokerage, Inc. (NASDAQ:GLBR) is a
publicly traded company which owns 50.1% of FXCM Group, LLC (FXCM
Group).
ANNEX I
Schedule |
|
|
Page
Number |
|
|
|
|
U.S.
GAAP Results |
|
|
|
Unaudited U.S. GAAP Condensed
Consolidated Statements of Operations for the Three and Twelve
Months Ended December 31, 2016 and 2015 |
|
|
A-1 |
Unaudited U.S. GAAP Condensed
Consolidated Statements of Financial Condition As of December 31,
2016 and December 31, 2015 |
|
|
A-2 |
|
|
|
|
Non-GAAP
Financial Measures |
|
|
A-3 |
Reconciliation of U.S. GAAP
Reported Net Income (Loss) to Adjusted EBITDA |
|
|
A-4 |
Schedule of Cash and Cash
Equivalents and Amounts Due to/from Brokers |
|
|
A-5 |
Global
Brokerage, Inc. |
|
Condensed Consolidated Statements of
Operations |
|
(In
thousands, except per share amounts) |
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December
31, |
|
Twelve Months Ended December
31, |
|
|
|
2016 |
|
|
|
2015 |
|
|
|
2016 |
|
|
|
2015 |
|
|
Revenues |
|
|
|
|
|
|
|
|
Trading revenue |
$ |
79,450 |
|
|
$ |
65,370 |
|
|
$ |
276,000 |
|
|
$ |
250,042 |
|
|
Interest income |
|
617 |
|
|
|
595 |
|
|
|
2,517 |
|
|
|
1,827 |
|
|
Brokerage interest
expense |
|
(233 |
) |
|
|
(229 |
) |
|
|
(888 |
) |
|
|
(818 |
) |
|
Net interest revenue |
|
384 |
|
|
|
366 |
|
|
|
1,629 |
|
|
|
1,009 |
|
|
Other income |
|
759 |
|
|
|
1,258 |
|
|
|
6,427 |
|
|
|
151,227 |
|
|
Total
net revenues |
|
80,593 |
|
|
|
66,994 |
|
|
|
284,056 |
|
|
|
402,278 |
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
Compensation and benefits |
|
17,978 |
|
|
|
20,969 |
|
|
|
91,377 |
|
|
|
93,413 |
|
|
Referring broker fees |
|
9,099 |
|
|
|
11,125 |
|
|
|
38,213 |
|
|
|
54,827 |
|
|
Advertising and marketing |
|
5,496 |
|
|
|
4,516 |
|
|
|
20,849 |
|
|
|
14,932 |
|
|
Communication and
technology |
|
7,263 |
|
|
|
7,473 |
|
|
|
28,262 |
|
|
|
33,545 |
|
|
Trading costs, prime brokerage
and clearing fees |
|
977 |
|
|
|
1,005 |
|
|
|
3,585 |
|
|
|
3,952 |
|
|
General and
administrative |
|
22,164 |
|
|
|
19,202 |
|
|
|
75,790 |
|
|
|
58,436 |
|
|
Bad debt (recovery)
expense |
|
- |
|
|
|
(353 |
) |
|
|
(141 |
) |
|
|
256,950 |
|
|
Depreciation and
amortization |
|
6,140 |
|
|
|
7,195 |
|
|
|
27,289 |
|
|
|
28,331 |
|
|
Goodwill impairment loss |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
9,513 |
|
|
Total
operating expenses |
|
69,117 |
|
|
|
71,132 |
|
|
|
285,224 |
|
|
|
553,899 |
|
|
Operating income (loss) |
|
11,476 |
|
|
|
(4,138 |
) |
|
|
(1,168 |
) |
|
|
(151,621 |
) |
|
Other
(Income) Expense |
|
|
|
|
|
|
|
|
(Gain) loss on derivative
liabilities - Letter & Credit Agreement |
|
(6,402 |
) |
|
|
99,927 |
|
|
|
(206,777 |
) |
|
|
354,657 |
|
|
Loss on equity method
investments, net |
|
2,575 |
|
|
|
168 |
|
|
|
3,053 |
|
|
|
467 |
|
|
Gain on sale of
investment |
|
(37,157 |
) |
|
|
- |
|
|
|
(37,157 |
) |
|
|
- |
|
|
Interest on borrowings |
|
15,915 |
|
|
|
22,736 |
|
|
|
77,143 |
|
|
|
126,560 |
|
|
Income
(loss) from continuing operations before income taxes |
|
36,545 |
|
|
|
(126,969 |
) |
|
|
162,570 |
|
|
|
(633,305 |
) |
|
Income tax provision
(benefit) |
|
719 |
|
|
|
(418 |
) |
|
|
777 |
|
|
|
181,198 |
|
|
Income
(loss) from continuing operations |
|
35,826 |
|
|
|
(126,551 |
) |
|
|
161,793 |
|
|
|
(814,503 |
) |
|
Loss from discontinued
operations, net of tax |
|
(64,225 |
) |
|
|
(43,379 |
) |
|
|
(117,860 |
) |
|
|
(118,294 |
) |
|
Net
(loss) income |
|
(28,399 |
) |
|
|
(169,930 |
) |
|
|
43,933 |
|
|
|
(932,797 |
) |
|
Net (loss) income attributable
to non-controlling interest in Global Brokerage Holdings, LLC |
|
(3 |
) |
|
|
(49,945 |
) |
|
|
33,408 |
|
|
|
(324,595 |
) |
|
Net income (loss) attributable
to redeemable non-controlling interest in FXCM Group, LLC |
|
4,073 |
|
|
|
- |
|
|
|
(2,804 |
) |
|
|
- |
|
|
Net loss attributable to other
non-controlling interests |
|
(32,110 |
) |
|
|
(15,035 |
) |
|
|
(57,314 |
) |
|
|
(54,273 |
) |
|
Net
(loss) income attributable to Global Brokerage, Inc. |
$ |
(359 |
) |
|
$ |
(104,950 |
) |
|
$ |
70,643 |
|
|
$ |
(553,929 |
) |
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations attributable to Global Brokerage, Inc. |
$ |
10,744 |
|
|
$ |
(85,691 |
) |
|
$ |
96,680 |
|
|
$ |
(513,600 |
) |
|
Loss from discontinued
operations attributable to Global Brokerage, Inc. |
|
(11,103 |
) |
|
|
(19,259 |
) |
|
|
(26,037 |
) |
|
|
(40,329 |
) |
|
Net
(loss) income attributable to Global Brokerage, Inc. |
$ |
(359 |
) |
|
$ |
(104,950 |
) |
|
$ |
70,643 |
|
|
$ |
(553,929 |
) |
|
|
|
|
|
|
|
|
|
|
Weighted average shares of
Class A common stock outstanding - Basic and Diluted |
|
5,627 |
|
|
|
5,441 |
|
|
|
5,609 |
|
|
|
5,087 |
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share
attributable to stockholders of Class A common stock of Global
Brokerage, Inc. - Basic and Diluted |
|
|
|
|
|
|
|
|
Continuing operations |
$ |
1.91 |
|
|
$ |
(15.75 |
) |
|
$ |
17.24 |
|
|
$ |
(100.96 |
) |
|
Discontinued operations |
|
(1.97 |
) |
|
|
(3.54 |
) |
|
|
(4.64 |
) |
|
|
(7.93 |
) |
|
Net (loss) income attributable
to Global Brokerage, Inc. |
$ |
(0.06 |
) |
|
$ |
(19.29 |
) |
|
$ |
12.60 |
|
|
$ |
(108.89 |
) |
|
|
|
|
|
|
|
|
|
|
A-1 |
|
Global
Brokerage, Inc. |
|
Condensed Consolidated Statements of Financial
Condition |
|
As of
December 31, 2016 and December 31, 2015 |
|
(Amounts
in thousands except share data) |
|
(Unaudited) |
|
|
|
December 31,
2016 |
|
December 31,
2015 |
|
Assets |
|
|
|
|
|
Current assets |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
200,914 |
|
|
$ |
203,854 |
|
|
Cash and cash equivalents,
held for customers |
|
|
661,936 |
|
|
|
685,043 |
|
|
Due from brokers |
|
|
3,363 |
|
|
|
3,781 |
|
|
Accounts receivable, net |
|
|
5,236 |
|
|
|
1,636 |
|
|
Tax receivable |
|
|
199 |
|
|
|
1,766 |
|
|
Assets held for sale |
|
|
97,103 |
|
|
|
233,937 |
|
|
Total current assets |
|
|
968,751 |
|
|
|
1,130,017 |
|
|
Deferred tax asset |
|
|
330 |
|
|
|
14 |
|
|
Office, communication and
computer equipment, net |
|
|
32,815 |
|
|
|
35,891 |
|
|
Goodwill |
|
|
23,479 |
|
|
|
28,080 |
|
|
Other intangible assets,
net |
|
|
6,285 |
|
|
|
13,782 |
|
|
Notes receivable |
|
|
- |
|
|
|
7,881 |
|
|
Other assets |
|
|
7,364 |
|
|
|
11,421 |
|
|
Total
assets |
|
$ |
1,039,024 |
|
|
$ |
1,227,086 |
|
|
Liabilities, Redeemable Non-Controlling Interest and
Stockholders' Deficit |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Customer account
liabilities |
|
$ |
661,936 |
|
|
$ |
685,043 |
|
|
Accounts payable and accrued
expenses |
|
|
55,491 |
|
|
|
38,298 |
|
|
Due to brokers |
|
|
1,471 |
|
|
|
1,073 |
|
|
Other liabilities |
|
|
2,629 |
|
|
|
- |
|
|
Due to related parties
pursuant to tax receivable agreement |
|
|
- |
|
|
|
145 |
|
|
Liabilities held for sale |
|
|
2,325 |
|
|
|
14,510 |
|
|
Total current liabilities |
|
|
723,852 |
|
|
|
739,069 |
|
|
Deferred tax liability |
|
|
215 |
|
|
|
719 |
|
|
Senior convertible notes |
|
|
161,425 |
|
|
|
154,255 |
|
|
Credit Agreement - Related
Party |
|
|
150,516 |
|
|
|
147,262 |
|
|
Derivative liability - Letter
Agreement |
|
|
- |
|
|
|
448,458 |
|
|
Other liabilities |
|
|
7,319 |
|
|
|
16,044 |
|
|
Total
liabilities |
|
|
1,043,327 |
|
|
|
1,505,807 |
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable non-controlling
interest |
|
|
46,364 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit |
|
|
|
|
|
Class A common stock, par
value $0.01 per share; 3,000,000,000 shares authorized, 6,143,297
and 5,602,534 shares issued and outstanding as of December 31, 2016
and 2015, respectively |
|
|
61 |
|
|
|
56 |
|
|
Class B common stock, par
value $0.01 per share; 1,000,000 shares authorized, 8 and 25 shares
issued and outstanding as of December 31, 2016 and 2015,
respectively |
|
|
1 |
|
|
|
1 |
|
|
Additional paid-in
capital |
|
|
389,917 |
|
|
|
267,369 |
|
|
Accumulated deficit |
|
|
(460,907 |
) |
|
|
(531,550 |
) |
|
Accumulated other
comprehensive (loss) income |
|
|
(2,312 |
) |
|
|
1,004 |
|
|
Total stockholders' deficit,
Global Brokerage, Inc. |
|
|
(73,240 |
) |
|
|
(263,120 |
) |
|
Non-controlling interests |
|
|
22,573 |
|
|
|
(15,601 |
) |
|
Total
stockholders' deficit |
|
|
(50,667 |
) |
|
|
(278,721 |
) |
|
Total
liabilities, redeemable non-controlling interest and stockholders'
deficit |
|
$ |
1,039,024 |
|
|
$ |
1,227,086 |
|
|
|
|
|
|
|
|
A-2 |
|
|
|
NON-GAAP
FINANCIAL MEASURES
In addition to financial results reported in
accordance with U.S. GAAP, we have provided Adjusted EBITDA, a Non-
GAAP financial measure. We believe this Non-GAAP measure, when
presented in conjunction with the comparable U.S. GAAP measure, is
useful to investors in better understanding our current financial
performance as seen through the eyes of management and facilitates
comparisons of our historical operating trends across several
periods. We believe that investors use Adjusted EBITDA as a
supplemental measure to evaluate the overall operating performance
of companies in our industry that present similar measures,
although the methods used by other companies in calculating
Adjusted EBITDA may differ from our method, even if similar terms
are used to identify such measure.
Adjusted EBITDA provides us with an understanding
of the results from the primary operations of our business by
excluding the effects of certain gains, losses or other charges
that do not reflect the normal earnings of our core operations or
that may not be indicative of our future outlook and prospects.
Internally, Adjusted EBITDA is used by management for various
purposes, including to evaluate our operating performance and
operational strategies, as a basis for strategic planning and
forecasting, and for compensation purposes.
Adjusted EBITDA does not represent and should not
be considered as a substitute for net income or net income
attributable to Global Brokerage, Inc., each as determined in
accordance with U.S. GAAP. Adjusted EBITDA reflects the
following adjustments to net income:
1. Compensation
Expense/Lucid Minority Interest. Our reported U.S. GAAP
results reflect the portion of the 49.9% of Lucid earnings
allocated among the non-controlling members of Lucid based on
services provided as a component of compensation expense
under Allocation of income to Lucid members
for services provided within discontinued
operations. Adjustments have been made
to eliminate this allocation of Lucid's earnings attributable to
non-controlling members. We believe that this adjustment
provides a more meaningful view of the Company's operating expenses
and the Company's economic arrangement with Lucid's non-controlling
members. This adjustment has no impact on net income from
continuing operations as reported by the Company.
2. Regulatory and Legal
Costs. Adjustments have been made to eliminate certain
costs or recoveries (including client reimbursements, regulatory
fines and settlements from lawsuits) associated with certain
regulatory and legal matters. Given the nature of these expenses,
they are not viewed by management as expenses incurred in the
ordinary course of business and we believe it is useful to show the
effects of eliminating these expenses.
3. SNB
Costs. Adjustments have been made to eliminate certain
costs/income (including the net losses associated with client debit
balances, gains/losses on the derivative liabilities related to the
Letter and Credit Agreements with Leucadia, costs related to the
implementation of a Stockholder Rights Plan, costs related to the
Leucadia Restructuring Transaction, professional costs, adjustments
to the Company's tax receivable agreement contingent liability and
insurance recoveries) associated with the January 15, 2015 SNB
event. Given the nature of these expenses, they are not viewed by
management as expenses incurred in the ordinary course of business
and we believe it is useful to show the effects of eliminating
these expenses.
4. Cybersecurity
Incident. Adjustments have been made to eliminate certain
costs/income related to investigative and other professional
services, costs of communications with customers, remediation
activities associated with the incident and insurance recoveries.
Given the nature of these expenses, we believe it is useful to show
the effects of eliminating these expenses.
5. Discontinued
Operations. Adjustments have been made to eliminate the
impact of goodwill impairments, gains or losses on classification
as held for sale assets, gains or losses from completed asset sales
and a gain related to the disposition of an equity method
investment. Given the nature of these items, they are not viewed by
management as activity in the ordinary course of business and we
believe it is useful to show the effect of eliminating these
items.
6. Provision for debt
forgiveness. An adjustment has been made to eliminate the
provision recorded against a notes receivable from the
non-controlling members of Lucid that will not be required to be
repaid and has been forgiven. Given the atypical nature of this
expense for us, we believe it is useful to show the effect of
eliminating this
expense.
7. Impairment of equity
method investments. An adjustment has been made to the
equity interest in two developers of FX software which are
accounted for using the equity method. Given the nature of
this expense, it is not viewed by management as an expense incurred
in the ordinary course of business and we believe it is useful to
show the effects of eliminating this expense.
A-3
|
|
|
(Unaudited) |
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted
EBITDA |
|
|
Three Months Ended December 31, |
|
|
|
2016 |
|
|
|
2015 |
|
|
|
Continuing
Ops |
Disc Ops |
Combined |
|
Continuing
Ops |
Disc Ops |
Combined |
|
Net
income (loss) |
$ |
35,826 |
|
$ |
(64,225 |
) |
$ |
(28,399 |
) |
|
$ |
(126,551 |
) |
$ |
(43,379 |
) |
$ |
(169,930 |
) |
|
Adjustments: |
|
|
|
|
|
|
|
|
Net Revenues(1) |
|
- |
|
|
- |
|
|
- |
|
|
|
145 |
|
|
- |
|
|
145 |
|
|
Allocation of net income to
Lucid members for services provided(2) |
|
- |
|
|
(750 |
) |
|
(750 |
) |
|
|
- |
|
|
(1,852 |
) |
|
(1,852 |
) |
|
General and
administrative(3) |
|
8,688 |
|
|
- |
|
|
8,688 |
|
|
|
7,313 |
|
|
1,453 |
|
|
8,766 |
|
|
Bad debt recovery(4) |
|
- |
|
|
- |
|
|
- |
|
|
|
(353 |
) |
|
- |
|
|
(353 |
) |
|
Loss on equity method
investments, net(5) |
|
2,575 |
|
|
- |
|
|
2,575 |
|
|
|
- |
|
|
- |
|
|
- |
|
|
Depreciation and
amortization |
|
6,140 |
|
|
- |
|
|
6,140 |
|
|
|
7,195 |
|
|
- |
|
|
7,195 |
|
|
Loss on classification as held
for sale |
|
- |
|
|
69,419 |
|
|
69,419 |
|
|
|
- |
|
|
38,840 |
|
|
38,840 |
|
|
(Gain) loss on derivative
liabilities - Letter & Credit Agreement |
|
(6,402 |
) |
|
- |
|
|
(6,402 |
) |
|
|
99,927 |
|
|
- |
|
|
99,927 |
|
|
Interest on borrowings |
|
15,915 |
|
|
- |
|
|
15,915 |
|
|
|
22,736 |
|
|
- |
|
|
22,736 |
|
|
Income tax provision
(benefit) |
|
719 |
|
|
54 |
|
|
773 |
|
|
|
(418 |
) |
|
443 |
|
|
25 |
|
|
(Gain) loss on completed
dispositions |
|
(37,157 |
) |
|
- |
|
|
(37,157 |
) |
|
|
- |
|
|
7,114 |
|
|
7,114 |
|
|
Total
adjustments |
|
(9,522 |
) |
|
68,723 |
|
|
59,201 |
|
|
|
136,545 |
|
|
45,998 |
|
|
182,543 |
|
|
Adjusted
EBITDA |
$ |
26,304 |
|
$ |
4,498 |
|
$ |
30,802 |
|
|
$ |
9,994 |
|
$ |
2,619 |
|
$ |
12,613 |
|
|
|
|
|
|
|
|
|
|
|
(1) Represents the $0.1 million charge in Q4 2015
for expected tax receivable payments.
(2) Represents the elimination of the 49.9% of
Lucid's earnings allocated among the non-controlling interests
recorded as compensation for U.S. GAAP purposes included in
discontinued operations.
(3) Represents a CFTC regulatory fine of $7.0
million and $2.1 million of professional fees, partially offset by
$0.4 million of insurance recoveries to reimburse for costs
incurred related to the January 15, 2015 SNB event included in
continuing operations for the three months ended December 31,
2016. For the three months ended December 31, 2015,
represents the elimination of a $6.8 million reserve recorded
against an uncollected broker receivable, $0.8 million of legal
fees resulting from the January 15, 2015 SNB event and other
professional fees, $0.5 million of costs related to the cyber
incident and a recovery of $0.8 million related to a settlement of
a lawsuit, all recorded in continuing operations for Q4 2015, and a
$1.5 million reserve for restitution related to pre-August 2010
trade execution practices recorded in discontinued operations in Q4
2015.
(4) Represents a recovery against the net bad debt
expense related to client debit balances associated with
the January 15, 2015 SNB event.
(5) Represents $2.6 million of impairments taken
on equity method investments in the three months ended December 31,
2016.
|
|
|
|
|
|
|
|
|
(Unaudited) |
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted
EBITDA |
|
|
Twelve Months Ended December 31, |
|
|
|
2016 |
|
|
|
2015 |
|
|
|
Continuing
Ops |
Disc Ops |
Combined |
|
Continuing
Ops |
Disc Ops |
Combined |
|
Net
income (loss) |
$ |
161,793 |
|
$ |
(117,860 |
) |
$ |
43,933 |
|
|
$ |
(814,503 |
) |
$ |
(118,294 |
) |
$ |
(932,797 |
) |
|
Adjustments: |
|
|
|
|
|
|
|
- |
|
|
Net Revenues(1) |
|
44 |
|
|
- |
|
|
44 |
|
|
|
(145,079 |
) |
|
- |
|
|
(145,079 |
) |
|
Allocation of net income to
Lucid members for services provided(2) |
|
- |
|
|
3,029 |
|
|
3,029 |
|
|
|
- |
|
|
5,064 |
|
|
5,064 |
|
|
General and
administrative(3) |
|
21,265 |
|
|
513 |
|
|
21,778 |
|
|
|
11,654 |
|
|
1,453 |
|
|
13,107 |
|
|
Bad debt (recovery)
expense(4) |
|
(141 |
) |
|
- |
|
|
(141 |
) |
|
|
256,950 |
|
|
8,408 |
|
|
265,358 |
|
|
Loss (gain) on equity method
investments, net(5) |
|
2,575 |
|
|
(679 |
) |
|
1,896 |
|
|
|
- |
|
|
- |
|
|
- |
|
|
Depreciation and
amortization |
|
27,289 |
|
|
- |
|
|
27,289 |
|
|
|
28,331 |
|
|
12,359 |
|
|
40,690 |
|
|
Goodwill impairment and loss
on classification as held for sale |
|
- |
|
|
126,511 |
|
|
126,511 |
|
|
|
9,513 |
|
|
121,525 |
|
|
131,038 |
|
|
(Gain) loss on derivative
liabilities - Letter & Credit Agreement |
|
(206,777 |
) |
|
- |
|
|
(206,777 |
) |
|
|
354,657 |
|
|
- |
|
|
354,657 |
|
|
Interest on borrowings |
|
77,143 |
|
|
- |
|
|
77,143 |
|
|
|
126,560 |
|
|
- |
|
|
126,560 |
|
|
Income tax provision |
|
777 |
|
|
54 |
|
|
831 |
|
|
|
181,198 |
|
|
5,764 |
|
|
186,962 |
|
|
Gain on completed
dispositions |
|
(37,157 |
) |
|
- |
|
|
(37,157 |
) |
|
|
- |
|
|
(7,313 |
) |
|
(7,313 |
) |
|
Total
adjustments |
|
(114,982 |
) |
|
129,428 |
|
|
14,446 |
|
|
|
823,784 |
|
|
147,260 |
|
|
971,044 |
|
|
Adjusted
EBITDA |
$ |
46,811 |
|
$ |
11,568 |
|
$ |
58,379 |
|
|
$ |
9,281 |
|
$ |
28,966 |
|
$ |
38,247 |
|
|
|
|
|
|
|
|
|
|
|
(1) Represents a $0.1 million charge in the twelve
months ended December 31, 2016 for tax receivable agreement
payments and the elimination of a $145.1 million noncash benefit in
the twelve months ended December 31, 2015 attributable to the
reduction of our tax receivable agreement contingent liability to
zero.
(2) Represents the elimination of the 49.9% of
Lucid's earnings allocated among the non-controlling interests
recorded as compensation for U.S. GAAP purposes included in
discontinued operations.
(3) Represents the provision for debt forgiveness
of $8.2 million against the notes receivable from the
non-controlling members of Lucid, a CFTC regulatory fine of $7.0
million and $7.4 million of professional fees, including fees
related to the Leucadia Restructuring Transaction and the
Stockholder Rights Plan, partially offset by $1.4 million of
insurance recoveries to reimburse for costs incurred related to the
January 15, 2015 SNB event and the cybersecurity incident, which is
included in continuing operations in the twelve months ended
December 31, 2016, and expense of $0.5 million included in
discontinued operations in the twelve months ended December 31,
2016 related to pre-August 2010 trade execution practices and other
regulatory fees and fines. For the twelve months ended December 31,
2015, represents the elimination of a $6.8 million reserve recorded
against an uncollected broker receivable, $4.9 million of legal
fees resulting from the January 15, 2015 SNB event and other
professional fees, including the elimination of the expense related
to the Stockholders Rights Plan, $0.7 million of costs
related to the cyber incident and a recovery of $0.8 million
related to a settlement of a lawsuit, all recorded in continuing
operations in the twelve months ended December 31, 2015, and a $1.5
million reserve for restitution related to pre-August 2010 trade
execution practices recorded in discontinued operations in the
twelve months ended December 31, 2015.
(4) Represents the net bad debt (recovery) expense
related to client debit balances associated with the January 15,
2015 SNB event.
(5) Represents $2.6 million of impairments taken
on equity method investments in the twelve months ended December
31, 2016 included in continuing operations and a $0.7 million gain
on the disposition of an equity method investment related to V3 in
the twelve months ended December 31, 2016 included in discontinued
operations.
A-4
Schedule of Cash and Cash
Equivalents and Due to/from Brokers
(Unaudited) |
December 31, 2016 |
|
December 31, 2015 |
|
Continuing
Ops |
Disc Ops |
Combined |
|
Continuing
Ops |
Disc Ops |
Combined |
Cash & Cash
Equivalents |
$ |
200,914 |
|
$ |
9,378 |
|
$ |
210,292 |
|
|
$ |
203,854 |
|
$ |
10,786 |
$ |
214,640 |
|
Due From Brokers |
|
3,363 |
|
|
14,090 |
|
|
17,453 |
|
|
|
3,781 |
|
|
22,234 |
|
26,015 |
|
Due to Brokers |
|
(1,471 |
) |
|
(45 |
) |
|
(1,516 |
) |
|
|
(1,073 |
) |
|
- |
|
(1,073 |
) |
Operating Cash |
$ |
202,806 |
|
$ |
23,423 |
|
$ |
226,229 |
|
|
$ |
206,562 |
|
$ |
33,020 |
$ |
239,582 |
|
|
|
|
|
|
|
|
|
A-5 |
Jaclyn Sales, 646-432-2463
Vice-President, Investor Relations
investorrelations@globalbrokerage.info