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8-K - FORM 8-K - GLG Partners, Inc. | y82709e8vk.htm |
EX-99.2 - EX-99.2 - GLG Partners, Inc. | y82709exv99w2.htm |
Exhibit 99.1
GLG PARTNERS REPORTS Q4 AND FULL-YEAR 2009 EARNINGS
New York, February 18, 2010 GLG Partners, Inc. (GLG) (NYSE: GLG) today reported a GAAP net loss
attributable to common stockholders for the fourth quarter and full year ended December 31, 2009 of
$75.3 million, or $0.33 per fully diluted share, and $319.0 million, or $1.45 per fully diluted
share, respectively.
Highlights
| 2009 dollar-weighted average returns1 of 28.1% for the alternative strategies, 33.6% for the 130/30 strategies and 29.6% for the long only strategies | ||
| Net inflows of $723 million for Q4 2009; net AUM of $22.2 billion as of December 31, 2009, up 2.5% sequentially in Q4 2009 and 47.4% year over year | ||
| Non-GAAP adjusted net income of ($4.3) million for Q4 2009 and $81.2 million for the full year 2009 (($0.01) and $0.26 per non-GAAP weighted average fully diluted share, respectively) |
We delivered strong performance for our investing clients, achieving dollar-weighted average
returns of 28 percent across our alternative strategies while our long only assets returned more
than 29 percent, significantly ahead of the relevant benchmarks, said Noam Gottesman, Chairman and
Co-CEO of GLG. We strengthened our extensive multi-strategy platform in terms of product breadth
and distribution and not only retained but also added to our base of key investment professionals
despite 2009 being a transitional year for the industry. Encouragingly, AUM flows at GLG have
turned definitively positive over the past six months and looking forward, I am confident that GLG
remains well-positioned to be a leading beneficiary as industry flows expand.
We have an outstanding team of investment professionals underpinned by a rigorous approach to
investment analysis and risk management, commented Emmanuel Roman, Co-CEO. Together with a robust
infrastructure and a high level of transparency, we are well placed to accommodate the growing
client interest in GLG and enjoy the benefits of operational leverage. It is confidence in our
longer-term outlook that was the basis for our investments in our people and infrastructure
throughout 2009. I am pleased we are already seeing positive results from these investments.
1 | Performance is typically measured by the longest running share class in each fund. See the Appendix for a description of how dollar-weighted average returns are calculated. |
1
Table 1: Financial Highlights
(US$ in millions except per share amounts)
(US$ in millions except per share amounts)
Q4 2009 | Q4 2008 | YoYD | 2009 | 2008 | YoYD | ||||||||||||||||||||||
Closing net assets under management (AUM) |
22,175 | 15,039 | 47 | % | 22,175 | 15,039 | 47 | % | |||||||||||||||||||
Net revenues |
114.8 | 72.7 | 58 | % | 300.9 | 495.0 | (39 | %) | |||||||||||||||||||
GAAP net (loss) attributable to common stockholders |
(75.3 | ) | (144.0 | ) | (48 | %) | (319.0 | ) | (631.0 | ) | (49 | %) | |||||||||||||||
GAAP fully diluted EPS |
(0.33 | ) | (0.67 | ) | (51 | %) | (1.45 | ) | (2.97 | ) | (51 | %) | |||||||||||||||
Non-GAAP adjusted net income |
(4.3 | ) | 26.9 | (116 | %) | 81.2 | 126.7 | (36 | %) | ||||||||||||||||||
Non-GAAP adjusted net income per non-GAAP weighted
average fully diluted share(2) |
(0.01 | ) | 0.09 | (116 | %) | 0.26 | 0.41 | (37 | %) |
2 | Shares associated with the convertible notes have been included in the non-GAAP weighted average fully diluted share count for the full year 2009 due to their dilutive impact and convertible note interest in the amount of $7.8 million has been added back to non-GAAP adjusted net income for the period for purposes of these calculations. In Q4 2009, however, the shares associated with the convertible notes have been excluded from the non-GAAP weighted average fully diluted share count due to their anti-dilutive impact and no convertible note interest was added back to non-GAAP adjusted net loss for the period. |
GLGs GAAP results include certain significant and largely non-cash expenses associated with
its reverse acquisition transaction with Freedom Acquisition Holdings in November 2007. GLGs
management assesses the underlying performance of its business based on certain non-GAAP metrics
which exclude expenses associated with the Freedom acquisition. These metrics are discussed in
detail under Non-GAAP Financial Measures.
Additionally, results for the full year 2009 reflected the following significant items associated
with GLGs debt repurchase and acquisition of Société Générale Asset Management UK (SGAM UK):
| $84.8 million gain on the extinguishment of debt in the second quarter of 2009 (reducing GAAP net loss by $84.8 million and increasing non-GAAP adjusted net income by $75.0 million), | ||
| $21.1 million net of tax gain related to the negative goodwill generated from the SGAM UK acquisition in the second quarter of 2009 (impact was excluded from the calculation of non-GAAP adjusted net income), | ||
| $4.1 million of related acquisition and restructuring costs associated with the acquisition of SGAM UK in the second quarter of 2009 (increasing GAAP net loss by $4.1 million and reducing non-GAAP adjusted net income by $3.2 million), and | ||
| $2.0 million operating loss from SGAM UK in the second quarter of 2009 (increasing GAAP net loss by $2.0 million and reducing non-GAAP adjusted net income by $2.0 million). |
Assets Under Management Summary
GLGs total net assets under management (AUM) as of December 31, 2009 were approximately $22.2
billion (net of assets invested from other GLG managed funds), up 2.5% from September 30, 2009 and
up 47.4% from December 31, 2008.
2
The increase in net AUM during the three months ended December 31, 2009 was due to net inflows of
$723 million, mostly reflecting interest in GLGs alternative strategy managed accounts and modest
performance gains across the GLG franchise of $18 million. The effect of currency translation
decreased net AUM by $194 million in the quarter ended December 31, 2009. (See Table 2 for a net
AUM roll forward and Table 3 for investment performance by strategy.)
Net inflows for the full year 2009 were positive at $3.2 billion, capturing $2.6 billion of
incremental net AUM acquired with SGAM UK during the second quarter of 2009 and net inflows into
GLGs long only strategies. Investment performance for the full year 2009 was robust, reflecting
broad based contributions from across the GLG franchise and increasing net AUM by $2.9 billion. The
effect of currency translation increased AUM by $1.0 billion in 2009. (See Table 2 for a net AUM
roll forward and Table 3 for
investment performance by strategy.)
GLGs total gross AUM (including assets invested from other GLG managed funds) was $24.4 billion as
of December 31, 2009, up 1.6% from September 30, 2009 and up 47.3% from December 31, 2008.
3
Table 2: Assets Under Management
(US$ in millions)
(US$ in millions)
As of December 31, | ||||||||
2009 | 2008 | |||||||
Alternative strategies3 |
$ | 11,501 | $ | 12,518 | ||||
Long only strategies4 |
12,864 | 4,026 | ||||||
Gross AUM |
$ | 24,365 | $ | 16,544 | ||||
YoY % Change |
47.3 | % | (43.1 | %) | ||||
Less: alternative strategy investments in GLG Funds |
$ | (1,088 | ) | $ | (1,503 | ) | ||
Less: long only strategy investments in GLG Funds |
(1,103 | ) | (2 | ) | ||||
Net AUM |
$ | 22,175 | $ | 15,039 | ||||
YoY % Change |
47.4 | % | (38.9 | %) | ||||
Quarterly average net AUM5 |
$ | 21,901 | $ | 16,160 |
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Opening Net AUM |
$ | 21,628 | $ | 17,280 | $ | 15,039 | $ | 24,612 | ||||||||
Inflows (net of redemptions)6 |
723 | 771 | 3,214 | (1,273 | ) | |||||||||||
Performance (gains net of losses and fees) |
18 | (2,649 | ) | 2,891 | (7,605 | ) | ||||||||||
Currency translation impact (non-US$ AUM expressed in US$) |
(194 | ) | (364 | ) | 1,030 | (695 | ) | |||||||||
Closing Net AUM |
$ | 22,175 | $ | 15,039 | $ | 22,175 | $ | 15,039 | ||||||||
% of Opening Net AUM |
||||||||||||||||
Net inflows (net of redemptions) |
3.3 | % | 4.5 | % | 21.4 | % | (5.2 | %) | ||||||||
Net performance (gains net of losses and fees)7 |
0.1 | % | (15.3 | %) | 19.2 | % | (30.9 | %) | ||||||||
Net currency translation impact (non-US$ expressed in US$) |
(0.9 | %) | (2.1 | %) | 6.8 | % | (2.8 | %) |
Note: Managed accounts amounted to $11.2 billion in net AUM at December 31, 2009 and $6.1
billion in net AUM at December 31, 2008.
3 | Alternative strategy gross AUM includes all alternative strategy funds, all 130/30 strategy funds and all managed accounts managed in accordance with alternative and 130/30 strategies. | |
4 | Long only strategy gross AUM includes all long only funds and managed accounts managed in accordance with a long only strategy, and all SGAM UK net AUM acquired by GLG on April 3, 2009. | |
5 | Quarterly average net AUM for a given period is calculated as a 2 point (quarter open and close) average. | |
6 | Inflows for the full year 2009 include approximately $2.6 billion of incremental net AUM acquired with SGAM UK during Q2 2009. | |
7 | Performance as a percentage of opening net AUM is based on both opening AUM and inflows and outflows during the period and can be influenced by heavy inflows or outflows. |
4
Table 3: Investment Performance
January | ||||||||||||||||
Q4 2009 | H2 2009 | 2009 | 20107 | |||||||||||||
GLG dollar-weighted average returns7: |
||||||||||||||||
Alternative strategies |
2.8 | % | 13.4 | % | 28.1 | % | 1.7 | % | ||||||||
Long only strategies |
(1.0 | %) | 11.6 | % | 29.6 | % | (0.5 | %) | ||||||||
130/30 strategies |
5.3 | % | 20.4 | % | 33.6 | % | (1.9 | %) | ||||||||
MSCI World Index |
4.5 | % | 20.0 | % | 25.7 | % | (3.6 | %) | ||||||||
S&P 500 Index |
5.9 | % | 22.2 | % | 25.6 | % | (3.6 | %) |
Financial and Operational Summary
Fourth Quarter 2009
REVENUES
Net revenues and other income were $114.8 million, up 57.9% year-over-year, for the quarter ended
December 31, 2009. Higher performance fees generated during the second half of 2009 versus the
second half of 2008 offset lower management fees and drove the increase.
Performance fees were $63.9 million, up $46.1 million from the year ago period. These fees largely
reflect second half performance in keeping with GLGs policy to recognize performance fees when
they crystallize, generally on June 30 and December 31 of each year. Investment performance across
the GLG franchise was strong in the second half of 2009 although investment performance in prior
periods limited the level of AUM that was in position to generate performance fees thereby limiting
the amount of performance fees generated during the second half of 2009.
Management fees and administration, service and distribution fees totalled $50.4 million for the
quarter ended December 31, 2009, down 11.3% year over year. The annualized yield on management,
administration, service and distribution fees was 0.92% of average net AUM8, steady
relative to the third quarter of 2009 and a decline of 65 basis points (bps) compared to the
annualized yield in the fourth quarter of 2008. Greater representation in net AUM from long only
funds and managed accounts which have lower management and administration fees than GLGs
alternative strategy funds drove the decline compared to the year ago period.
Other income increased by $2.4 million from the fourth quarter of 2008 to $0.5 million for the
three months ended December 31, 2009 reflecting changes in the currency translation impact of a
weaker U.S. dollar on non-dollar denominated cash held on GLGs balance sheet and brokerage fees
generated by the operations we acquired with the purchase of SGAM UK.
EXPENSES
GAAP compensation, benefits and profit share for the quarter ended December 31, 2009 increased to
$182.8 million compared to $175.8 million in the same quarter last year. Non-GAAP compensation,
7 | January dollar-weighted average returns are calculated based on estimated January month-end net asset values (NAVs). See the Appendix for a description of how dollar-weighted average returns are calculated. | |
8 | Average net AUM for the full year 2009 excludes as of January 1, 2009 approximately $3 billion of AUM mandated in December 2008 pursuant to a sub-advisory arrangement with SGAM UK which terminated upon the acquisition of SGAM UK on April 3, 2009 and includes net AUM of approximately $7 billion acquired with SGAM UK on April 3, 2009 as if the AUM were acquired on April 1, 2009. |
5
benefits and profit share (non-GAAP CBP) increased in the quarter ended December 31, 2009 by
$93.2 million from the year ago period to $100.9 million.
Non-GAAP CBP is a financial measure not prepared under GAAP, and includes compensation, benefits
and profit share but excludes Acquisition-related compensation expense described below under
Non-GAAP Financial Measures. Please note that GLGs compensation, benefits and profit share and
non-
GAAP CBP have large discretionary components and are finalized based primarily on full year
performance as at December 31 of each year.
The total level of non-GAAP CBP when expressed as a percentage of revenues and other income rose 77
percentage points to 87.9% in the quarter ended December 31, 2009 from the same period last year.
The higher non-GAAP CBP to revenue ratio in the quarter when compared to the 2008 fourth quarter is
driven by full year results and reflects 2009s stronger investment performance broadly, a lower
percentage of total net AUM in a position to generate performance fees, and lower management and
administration fee yields.
General, administrative, and other expenses for the quarter ended December 31, 2009 decreased 39.6%
from the year ago period to $19.5 million. The decrease is mainly the result of targeted cost
cutting initiatives established in the fourth quarter of 2008 and the reversal of a $2.5 million
litigation reserve, partially offset by the addition of expenses from the operations acquired with
SGAM UK.
Net interest expense was $2.7 million during the quarter ended December 31, 2009. Net interest
expense reflects the cost of borrowings under GLGs term loan, revolving credit facilities and
convertible notes, offset by the amortization of the deferred portion of the gain on debt
restructuring and interest income on cash balances.
Realized losses on available-for-sale investments were $1.7 million in the fourth quarter of 2009
which relates to investments made in GLG funds on behalf of participants in GLGs equity
participation plan. These investments are consolidated on GLGs balance sheet under GAAP but gains
and losses on them are excluded from the calculation of non-GAAP adjusted net income, as the gains
or losses on these investments flow to the participants in the plan.
Full Year 2009
REVENUES
Net revenues and other income for the full year 2009 decreased 39.2% from the full year 2008 to
$300.9 million. The greater proportion of net AUM from long only funds and managed accounts which
have lower management and administration fees than GLGs alternative strategy funds was the primary
driver of the decline compared to the prior year.
Performance fees for the full year 2009 were $114.6 million versus $107.5 million for 2008 despite
generally much stronger investment performance across the GLG franchise in 2009. A lower level of
AUM with performance fee features and investment performance in prior periods, principally 2008,
limited the level of AUM that was in position to generate performance fees in 2009 and thereby
limited the performance fees generated in 2009.
For the full year 2009, management fees and administration, service and distribution fees totaled
$178.2 million, down 53.9% from 2008. The yield on management, administration, service and
distribution fees was 0.96% of average net AUM8, a decline of 94 bps compared to the
yield in 2008. The reduction reflects a greater representation in net AUM from long only funds and
managed accounts which have lower management and administration fees than GLGs alternative
strategy funds.
For the full year 2009, other income rose by $7.5 million from 2008 to $8.1 million. Other income
benefited from the currency translation impact of a weaker U.S. dollar on non-dollar denominated
cash held on GLGs balance sheet and brokerage fees acquired with the purchase of SGAM UK.
6
EXPENSES
For the full year 2009, GAAP compensation, benefits and profit share decreased to $638.0 million
compared to $952.9 million in 2008 on lower levels of Acquisition-related compensation expense, a
function of GLGs lower share price and vesting schedules.
Full year 2009 non-GAAP CBP decreased by 3.0% from 2008 to $190.4 million reflecting a balance
between the discretionary compensation tied to the strong investment performance generated for
GLGs clients and the discipline required with lower overall revenues. The total level of non-GAAP
CBP when expressed as a percentage of revenues and other income rose 24 percentage points to 63.3%
in the full year 2009 when compared to 2008 and increased 6 percentage points when compared with
the average for 2007 and 2006. Restructuring costs tied to the acquisition of SGAM UK added $3.3
million (1.1% when expressed as a percentage of revenues and other income) to GAAP compensation,
benefits and profit share and non-GAAP CBP for the full year 2009.
General, administrative, and other expenses decreased 26.1% year-over-year for the full year 2009
to $90.9 million reflecting cost cutting initiatives implemented in late 2008, partially offset by
additional expenses added with the operations acquired in the purchase of SGAM UK. Non-compensation
related acquisition and restructuring costs tied to SGAM UK added $0.9 million (0.3% when expressed
as a percentage of revenues and other income) to general, administrative, and other expenses for
the full year 2009.
Net interest expense was $11.5 million for the full year 2009. Net interest expense captures the
cost of borrowings under GLGs term loan, revolving credit facilities and convertible notes, offset
by the amortization of the deferred portion of the gain on debt restructuring and interest income
on cash balances.
Realized losses on available-for-sale investments were $21.9 million during the full year 2009
which relates to investments made in GLG funds on behalf of participants in GLGs equity
participation plan. These investments are consolidated on GLGs balance sheet under GAAP but gains
and losses on them are excluded from the calculation of non-GAAP adjusted net income, as the gains
or losses on these investments flow to the participants in the plan.
A net gain of approximately $75 million was recognized on the extinguishment of debt for the full
year 2009 resulting from $284.5 million principal amount of debt repurchased in the second quarter
of 2009 for $170.7 million (the difference between the $113.8 million discount paid to face value
on the repurchase and the recorded gain in the statement of operations of $84.8 million is being
amortized as a reduction of interest expense). There was also a gain in the quarter ended June 30,
2009 of $21.1 million reflecting negative goodwill from the acquisition of SGAM UK (intangible
assets of $33.3 million associated with the acquisition are being amortized over the next ten
years). The negative goodwill gain, related amortization and associated tax benefit are excluded
from the calculation of non-GAAP adjusted net income for the full year 2009 as these items are not
factored into managements assessment of the underlying performance of GLGs business.
Capital
As of December 31, 2009, there were 252.4 million common shares, 58.9 million FA Sub 2 Limited
Exchangeable Shares, convertible notes convertible into 61.4 million common shares, and 54.5
million warrants outstanding (249.6 million common shares, 58.9 million Exchangeable Shares,
convertible notes convertible into 61.4 million common shares and 54.5 million warrants,
respectively, at September 30, 2009 and 245.8 million common shares, 58.9 million Exchangeable
Shares, no convertible notes and 54.5 million warrants, respectively, at December 31, 2008).
Approximately 0.2 million shares were repurchased and no warrants were repurchased or exercised
during the fourth quarter of 2009. During the full year 2009, convertible notes convertible into
61.4 million common shares were issued, no warrants were repurchased or exercised and 29.2 million
shares were repurchased for $67.4 million.
7
Investor/Analyst Conference Call and Webcast
GLG will hold a conference call for investors and analysts on Thursday, February 18, 2010 at 8:30
a.m. EST / 1:30 p.m. GMT hosted by Chairman of the Board and Co-Chief Executive Officer, Noam Gottesman, and Chief Financial Officer, Jeffrey Rojek. To participate by telephone, the domestic
dial-in number is +1 888 680 0860 and the international dial-in number is +1 617 213 4852. The
access code is 42993557.
Participants may pre-register for the call at:
https://www.theconferencingservice.com/prereg/key.process?key=PRCUU44FQ
Pre-registrants will be issued a pin number to use when dialing into the live call which will
provide quick access to the conference by bypassing the operator upon connection.
A live audio webcast of the teleconference will be accessible via the Investor Relations
section of GLGs website at www.glgpartners.com. The audio webcast will be available for
replay in the Calendar of Events section of the website until March 18, 2010. A copy of this
earnings release and the fourth quarter update investor presentation will also be available
online.
To access the audio replay, which will be available until March 18, 2010, the domestic dial-in
number is +1 888 286 8010 and the international dial-in number is +1 617 801 6888. The replay
access code is 56495847.
About GLG
GLG Partners, Inc. is a global asset management company offering its clients a wide range of
performance-oriented investment products and managed account services. Founded in 1995 and listed
on the New York Stock Exchange in 2007 under the ticker symbol GLG, GLG is dedicated to achieving
consistent, superior investment returns through traditional, alternative and hybrid investment
strategies. The performance GLG generates for its clients is driven by the proven expertise of its
team of investment professionals underpinned by a rigorous approach to investment analysis and a
strong focus on risk management. GLG managed net AUM of $22.2 billion as of December 31, 2009.
GLG maintains an Investor Relations website at www.glgpartners.com and routinely posts important
information on its website for investors. Additionally, GLG uses the website as a means of
disclosing material non-public information and for complying with its disclosure obligations under
Regulation FD promulgated by the SEC. These disclosures are included on GLGs website under the
section Investor Relations Overview. Accordingly, investors should monitor this portion of
GLGs website, in addition to following its press releases, SEC filings and public conference calls
and webcasts.
Forward-looking Statements
This press release contains statements relating to future results that are forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as
will and other statements that are not statements of historical fact are intended to identify
forward-looking statements. Actual results may differ materially from those projected as a result
of certain risks and uncertainties. These risks and uncertainties include, but are not limited to:
the volatility in the financial markets; GLGs financial performance; market conditions for GLG
managed investment funds; performance of GLG managed investment funds, the related performance fees
and the associated impacts on revenues, net income, cash flows and fund inflows/outflows; the
impact of net inflows on GLGs mix of assets under management and the associated impacts on
revenues; the cost of retaining GLGs key investment and other personnel or the loss of such key
personnel; risks associated with the expansion of GLGs business in size and geographically;
operational risk, including counterparty risk; litigation and regulatory enforcement risks,
including the diversion of management time and attention and the additional costs and demands on
GLGs resources; risks related to the use of leverage, investment in derivatives, availability
8
of credit, interest rates and currency fluctuations; as well as other risks and uncertainties,
including those set forth in GLGs filings with the Securities and Exchange Commission. These
forward-looking statements are made only as of the date hereof, and GLG undertakes no obligation to
update or revise the forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
Nothing in this press release should be construed as or is intended to be a solicitation for or an
offer to provide investment advisory services.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any
securities or loans, nor shall there be any offer or sale of securities or loans in any
jurisdiction in which such offer, solicitation or sale would be unlawful.
Contacts
Investors / Analysts:
Jeffrey Rojek
Chief Financial Officer
+1 212 224 7245
jeffrey.rojek@glgpartners.com
Chief Financial Officer
+1 212 224 7245
jeffrey.rojek@glgpartners.com
Michael Hodes
Director of Public Markets
+1 212 224 7223
michael.hodes@glgpartners.com
Director of Public Markets
+1 212 224 7223
michael.hodes@glgpartners.com
Shirley Chan
Associate of Public Markets
+1 212 224 7257
shirley.chan@glgpartners.com
Associate of Public Markets
+1 212 224 7257
shirley.chan@glgpartners.com
Media:
David Waller
Director of Communications
+44 207 016 7015
david.waller@glgpartners.com
Director of Communications
+44 207 016 7015
david.waller@glgpartners.com
Ryan OKeeffe
Finsbury
+1 212 303 7600
glg@finsbury
Finsbury
+1 212 303 7600
glg@finsbury
9
Non-GAAP Financial Measures
GLG presents certain financial measures that are not prepared in accordance with U.S. generally
accepted accounting principles (GAAP), in addition to financial results prepared in accordance with
GAAP.
Non-GAAP compensation, benefits and profit share: GLGs management assesses its personnel-related
expenses based on the measure non-GAAP compensation, benefits and profit share, or non-GAAP CBP.
Non-GAAP CBP reflects GAAP compensation, benefits and profit share adjusted to exclude
Acquisition-related compensation expense in connection with the acquisition by Freedom Acquisition
Holdings Inc. (Freedom) of GLG Partners LP and associated entities in November 2007. A
reconciliation of non-GAAP CBP to GAAP compensation, benefits and profit share is provided in the
following pages.
Acquisition-related compensation expense reflects GAAP accounting for two primary items: (1) the
Agreement Among the Principals and Trustees, which is a retention-driven agreement that requires
GLGs three principals and their related trusts to forfeit a formula-based percentage of their
ownership interests in GLG to the remaining principals and their related trusts if one of them were
to leave GLG prior to the fifth anniversary of the acquisition (i.e. November 2012); and (2) the
broadening of key personnel and employee ownership in GLG with respect to: (i) 15% of the total
consideration paid for the GLG business in the acquisition (i.e. $150 million in cash and 33
million shares) which was awarded to fully consolidated partnerships (Sage Summit LP and Lavender
Heights Capital LP) whose limited partners are key personnel of GLG; (ii) ten million shares issued
in the acquisition which were allocated to awards for the benefit of employees, service providers
and certain key personnel under the Restricted Stock Plan; and (iii) approximately 250,000 shares
which were allocated for the benefit of employees and certain key personnel under the 2007
Long-Term Incentive Plan at the closing of the acquisition.
The expenses associated with the Agreement Among the Principals and Trustees are non-cash, have
been the largest component of the Acquisition-related compensation expense and will end in 2012.
Any forfeited shares will not return to nor benefit GLG.
Management believes Acquisition-related compensation expense does not reflect GLGs ongoing core
business operations and compensation expense and excludes such amounts for assessing GLGs ongoing
core business performance.
Non-GAAP CBP is not a measure of financial performance under GAAP and should not be considered as
an alternative to GAAP compensation, benefits and profit share.
Non-GAAP Adjusted Net Income: GLGs management assesses the underlying performance of its business
based on the measure non-GAAP adjusted net income, which adjusts GAAP net loss before
non-controlling interests for (1) the Acquisition-related compensation expense, (2) to the extent
that GLG records a tax benefit in connection with Acquisition-related compensation that is tax
deductible for GAAP purposes, the impact of that tax benefit in calculating non-GAAP adjusted net
income, (3) any gains or losses realized from investments in GLG Funds held for the benefit of
equity participation plan participants in connection with the Acquisition, (4) the cumulative
dividends payable to the holders of exchangeable shares of GLGs FA Sub 2 Limited subsidiary in
respect of its estimate of the net taxable income of FA Sub 2 Limited allocable to such holders
multiplied by an assumed tax rate, (5) the gain on business combination arising from the purchase
of SGAM UK, and (6) amortization of the intangible assets recognized in relation to the acquired
management contracts of SGAM UK and its associated tax effect. The definition of adjusted net
income was modified in the second quarter of 2009 to reflect certain additional adjustments arising
from the SGAM UK acquisition, as these items are not factored into managements assessment of the
underlying performance of GLGs business. A reconciliation of non-GAAP adjusted net income to GAAP
net loss before non-controlling interests is provided in the following pages.
For periods in which the conversion of the convertible notes would be dilutive and the underlying
shares are included in the non-GAAP weighted average fully diluted share count, GLGs management
further adjusts the non-GAAP adjusted net income measure to add back the amount of the convertible
note interest expense for the period for purposes of the non-GAAP adjusted net income per non-GAAP
weighted average fully diluted share calculation.
10
Non-GAAP adjusted net income is not a measure of financial performance under GAAP and should not be
considered as an alternative to GAAP net loss as an indicator of GLGs operating performance or any
other measures of performance derived in accordance with GAAP.
Non-GAAP Weighted Average Fully Diluted Shares: GLGs management assesses business performance per
share based on the measure non-GAAP weighted average fully diluted shares, which adjusts average
fully diluted shares outstanding under GAAP for (1) the unvested shares issued pursuant to GLGs
equity participation plan, which are recorded under GAAP as treasury shares, but upon which it will
pay dividends to the extent it pays them on vested shares; (2) unvested shares awarded under GLGs
2007 Restricted Stock Plan and Long-Term Incentive Plans upon which it will pay dividends to the
extent it pays them on vested shares; (3) the exchange of the FA Sub 2 Limited Exchangeable Shares;
(4) the conversion of the convertible notes, if the conversion is dilutive; and (5) the number of
shares issuable upon exercise of the warrants under the treasury stock method.
GLG is providing these non-GAAP financial measures to enable investors, securities analysts and
other interested parties to perform additional financial analysis of GLGs personnel-related costs
and its earnings from operations and because GLG believes that they will be helpful to investors in
understanding all components of personnel-related costs of GLGs business. GLGs management
believes that non-GAAP financial measures also enhance comparisons of GLGs core results of
operations with historical periods. In particular, GLG believes that the non-GAAP adjusted net
income measure better represents economic income than does GAAP net loss primarily because of the
adjustments described under Non-GAAP Adjusted Net Income above. In addition, GLG uses these
non-GAAP financial measures in its evaluation of its core results of operations and trends between
fiscal periods and believes these measures are an important component of its internal performance
measurement process. GLG also prepares forecasts for future periods on a basis consistent with
these non-GAAP financial measures.
Investors should consider these non-GAAP financial measures in addition to, and not as a substitute
for, or superior to, measures of performance prepared in accordance with GAAP. The non-GAAP
financial measures presented by GLG may be different from financial measures used by other
companies.
11
APPENDIX
Alternative Strategy Dollar-Weighted Average Returns
GLG alternative strategy dollar-weighted average returns are calculated as the composite
performance of the alternative funds listed below and funds that have closed, in addition to
managed accounts managed in accordance with alternative strategies, weighted by the sum of
month-end AUM and net inflows on the subsequent dealing day:
GLG ALPHA SELECT FUND
GLG ATLAS GLOBAL MACRO FUND
GLG ATLAS VALUE & RECOVERY FUND
GLG CONSUMER FUND
GLG CONVERTIBLE OPPORTUNITY FUND
GLG CREDIT FUND
GLG EMERGING CURRENCY AND FIXED INCOME FUND
GLG EMERGING EQUITY FUND
GLG EMERGING MARKETS CREDIT OPPORTUNITY FUND
GLG EMERGING MARKETS FUND
GLG EMERGING MARKETS OPPORTUNITIES FUND
GLG ESPRIT FUND
GLG EUROPEAN DISTRESSED FUND
GLG EUROPEAN LONG-SHORT FUND
GLG EUROPEAN OPPORTUNITY FUND
GLG EVENT DRIVEN FUND
GLG FINANCIALS FUND
GLG GLOBAL CONVERTIBLE FUND
GLG GLOBAL EQUITY TACTICAL FUND
GLG GLOBAL MINING FUND
GLG GLOBAL UTILITIES FUND
GLG MARKET NEUTRAL FUND
GLG NORTH AMERICAN OPPORTUNITY FUND
GLG PENDRAGON EVENT DRIVEN FUND
GLG SELECT OPPORTUNITIES FUND
GLG TECHNOLOGY FUND
GLG ATLAS GLOBAL MACRO FUND
GLG ATLAS VALUE & RECOVERY FUND
GLG CONSUMER FUND
GLG CONVERTIBLE OPPORTUNITY FUND
GLG CREDIT FUND
GLG EMERGING CURRENCY AND FIXED INCOME FUND
GLG EMERGING EQUITY FUND
GLG EMERGING MARKETS CREDIT OPPORTUNITY FUND
GLG EMERGING MARKETS FUND
GLG EMERGING MARKETS OPPORTUNITIES FUND
GLG ESPRIT FUND
GLG EUROPEAN DISTRESSED FUND
GLG EUROPEAN LONG-SHORT FUND
GLG EUROPEAN OPPORTUNITY FUND
GLG EVENT DRIVEN FUND
GLG FINANCIALS FUND
GLG GLOBAL CONVERTIBLE FUND
GLG GLOBAL EQUITY TACTICAL FUND
GLG GLOBAL MINING FUND
GLG GLOBAL UTILITIES FUND
GLG MARKET NEUTRAL FUND
GLG NORTH AMERICAN OPPORTUNITY FUND
GLG PENDRAGON EVENT DRIVEN FUND
GLG SELECT OPPORTUNITIES FUND
GLG TECHNOLOGY FUND
For the month of January 2010, dollar-weighted average returns are based on estimated month-end
NAVs of the funds listed above as at January 29, 2010.
12
Long Only Strategy Dollar-Weighted Average Returns
GLG long only strategy dollar-weighted average returns are calculated as the composite performance
of the long only funds listed below and funds that have closed, in addition to managed accounts
managed in accordance with a long only strategy (except those over which GLG does not exercise full
control), weighted by the sum of month-end AUM and net inflows on the subsequent dealing day:
GLG AMERICAN GROWTH FUND
GLG ASIA-PACIFIC FUND
GLG BALANCED FUND
GLG CAPITAL APPRECIATION (DIST) FUND
GLG CAPITAL APPRECIATION FUND
GLG CONTINENTAL EUROPE FUND
GLG EAFE (INST) II FUND
GLG ENVIRONMENT FUND
GLG EUROPEAN EQUITY FUND
GLG GLOBAL CONVERTIBLE UCITS (DIST) FUND
GLG GLOBAL CONVERTIBLE UCITS FUND
GLG GLOBAL EMERGING MARKET FUND
GLG INTERNATIONAL SMALL CAP FUND
GLG JAPAN CORE ALPHA FUND
GLG NORTH AMERICAN EQUITY FUND
GLG PERFORMANCE (DIST) FUND
GLG PERFORMANCE (INST) II FUND
GLG PERFORMANCE FUND
GLG TECHNOLOGY EQUITY FUND
GLG UK GROWTH FUND
GLG UK INCOME FUND
GLG UK SELECT EQUITY FUND
GLG UK SELECT FUND
GLG US RELATIVE VALUE FUND
OCEAN EQUITY EASTERN EUROPE FUND
OCEAN EQUITY MENA OPPORTUNITIES FUND
OCEAN EQUITY GCC OPPORTUNITIES FUND
SGAM EQUITY CONCENTRATED EUROLAND FUND
SGAM EQUITY CONCENTRATED EUROPE FUND
SGAM EQUITY EMERGING EUROPE FUND
SGAM EQUITY EUROLAND FUND
SGAM EQUITY GLOBAL EMERGING FUND
SGAM EQUITY JAPAN CORE ALPHA FUND
SGAM EQUITY MENA FUND
SGAM INVEST EURO ACTION FUND
SGAM INVEST EUROPE ACTION FUND
SGAM INVEST GLOBAL TECHNOLOGY FUND
SGAM OASIS MENA FUND
GLG ASIA-PACIFIC FUND
GLG BALANCED FUND
GLG CAPITAL APPRECIATION (DIST) FUND
GLG CAPITAL APPRECIATION FUND
GLG CONTINENTAL EUROPE FUND
GLG EAFE (INST) II FUND
GLG ENVIRONMENT FUND
GLG EUROPEAN EQUITY FUND
GLG GLOBAL CONVERTIBLE UCITS (DIST) FUND
GLG GLOBAL CONVERTIBLE UCITS FUND
GLG GLOBAL EMERGING MARKET FUND
GLG INTERNATIONAL SMALL CAP FUND
GLG JAPAN CORE ALPHA FUND
GLG NORTH AMERICAN EQUITY FUND
GLG PERFORMANCE (DIST) FUND
GLG PERFORMANCE (INST) II FUND
GLG PERFORMANCE FUND
GLG TECHNOLOGY EQUITY FUND
GLG UK GROWTH FUND
GLG UK INCOME FUND
GLG UK SELECT EQUITY FUND
GLG UK SELECT FUND
GLG US RELATIVE VALUE FUND
OCEAN EQUITY EASTERN EUROPE FUND
OCEAN EQUITY MENA OPPORTUNITIES FUND
OCEAN EQUITY GCC OPPORTUNITIES FUND
SGAM EQUITY CONCENTRATED EUROLAND FUND
SGAM EQUITY CONCENTRATED EUROPE FUND
SGAM EQUITY EMERGING EUROPE FUND
SGAM EQUITY EUROLAND FUND
SGAM EQUITY GLOBAL EMERGING FUND
SGAM EQUITY JAPAN CORE ALPHA FUND
SGAM EQUITY MENA FUND
SGAM INVEST EURO ACTION FUND
SGAM INVEST EUROPE ACTION FUND
SGAM INVEST GLOBAL TECHNOLOGY FUND
SGAM OASIS MENA FUND
For the month of January 2010, dollar-weighted average returns are based on final and estimated
month-end NAVs of the funds listed above as at January 29, 2010.
13
130 / 30 or Similar Strategy Dollar-Weighted Average Returns
GLG 130 / 30 or similar strategy dollar-weighted average returns are calculated as the composite
performance of the funds listed below, in addition to managed accounts managed in accordance with a
130 / 30 or similar strategy, weighted by the sum of month-end AUM and net inflows on the
subsequent dealing day:
GLG EMERGING MARKETS FIXED INCOME & CURRENCY (UCITS III) FUND
GLG EMERGING MARKETS EQUITY (UCITS III) FUND
GLG EMERGING MARKETS EQUITY II (UCITS III) FUND
GLG EMERGING MARKETS CREDIT OPPORTUNITY (UCITS III) FUND
GLG EMERGING MARKETS (UCITS III) FUND
GLG PURE ALPHA (UCITS III) FUND
GLG EMERGING MARKETS EQUITY (UCITS III) FUND
GLG EMERGING MARKETS EQUITY II (UCITS III) FUND
GLG EMERGING MARKETS CREDIT OPPORTUNITY (UCITS III) FUND
GLG EMERGING MARKETS (UCITS III) FUND
GLG PURE ALPHA (UCITS III) FUND
For the month of January 2010, dollar-weighted average returns are based on final month-end NAVs of
the funds listed above as at January 29, 2010.
SOURCE: GLG Partners, Inc.
14
GLG Partners, Inc.
Consolidated Balance Sheets
(US$ in thousands; US GAAP)
Consolidated Balance Sheets
(US$ in thousands; US GAAP)
As of December 31, | As of December 31, | |||||||
2009 | 2008 | |||||||
Assets |
||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | 263,782 | $ | 316,195 | ||||
Restricted cash |
5,746 | 13,315 | ||||||
Fees receivable |
104,541 | 42,106 | ||||||
Prepaid expenses and other assets |
45,840 | 32,751 | ||||||
Total Current Assets |
419,909 | 404,367 | ||||||
Non-Current Assets |
||||||||
Investments (at fair value) |
22,048 | 65,484 | ||||||
Intangible assets |
34,153 | | ||||||
Goodwill |
587 | 587 | ||||||
Other non-current assets |
11,228 | 3,868 | ||||||
Property, plant and equipment, net |
12,856 | 14,076 | ||||||
Total Non-Current Assets |
80,872 | 84,015 | ||||||
Total Assets |
$ | 500,781 | $ | 488,382 | ||||
Liabilities and Stockholders Equity |
||||||||
Current Liabilities |
||||||||
Rebates and sub-administration fees payable |
$ | 19,717 | $ | 26,234 | ||||
Accrued compensation, benefits and profit share |
138,686 | 148,531 | ||||||
Income taxes payable |
9,095 | 15,633 | ||||||
Distribution payable |
6,840 | 7,592 | ||||||
Accounts payable and other accruals |
52,006 | 47,176 | ||||||
Revolving credit facility |
12,281 | 40,000 | ||||||
Other liabilities |
13,886 | 50,765 | ||||||
Total Current Liabilities |
$ | 252,511 | $ | 335,931 | ||||
Non-Current Liabilities |
||||||||
Deferred Tax Liability |
10,448 | | ||||||
Loans Payable |
292,891 | 530,000 | ||||||
Convertible notes |
228,500 | | ||||||
Total Non-Current Liabilities |
531,839 | 530,000 | ||||||
Total Liabilities |
$ | 784,350 | $ | 865,931 | ||||
Stockholders equity |
||||||||
Common stock, $.0001 par value; 1,000,000,000 authorized,
252,358,619 issued and outstanding (2008: 245,784,390 issued and outstanding) |
$ | 24 | $ | 24 | ||||
Additional Paid in Capital |
1,450,151 | 1,176,054 | ||||||
Treasury Stock, 14,101,424 (2008: 21,418,568) shares of common stock(1) |
(193,189 | ) | (293,434 | ) | ||||
Series A voting preferred stock; 150,000,000 authorized, 58,904,993 issued and
outstanding (2008: 58,904,993 issued and outstanding) |
6 | 6 | ||||||
Accumulated deficit |
(1,562,009 | ) | (1,243,058 | ) | ||||
Accumulated other comprehensive income |
7,250 | (17,141 | ) | |||||
Non-controlling Interests |
14,198 | | ||||||
Total stockholders equity |
(283,569 | ) | (377,549 | ) | ||||
Total liabilities and stockholders equity |
$ | 500,781 | $ | 488,382 | ||||
(1) | Represents stock held by GLG subsidiaries to be delivered in respect of future service obligations of equity participation plan participants and included in common stock issued and outstanding. |
15
GLG Partners, Inc.
Consolidated Statement of Operations
(US$ in thousands, except per share amounts; US GAAP)
Consolidated Statement of Operations
(US$ in thousands, except per share amounts; US GAAP)
Three months Ended | ||||||||||||
December 31, | ||||||||||||
2009 | 2008 | % Change | ||||||||||
Net revenues and other income |
||||||||||||
Management fees, net |
$ | 42,527 | $ | 48,124 | (11.6 | %) | ||||||
Performance fees, net |
63,901 | 17,755 | | |||||||||
Administration, service and distribution fees, net |
7,868 | 8,697 | (9.5 | %) | ||||||||
Other |
501 | (1,870 | ) | | ||||||||
Total net revenues and other income |
114,797 | 72,706 | 57.9 | % | ||||||||
Expenses |
||||||||||||
Compensation, benefits and profit share |
182,778 | 175,787 | 4.0 | % | ||||||||
General, administrative and other |
19,455 | 32,233 | (39.6 | %) | ||||||||
Amortization of intangible assets |
934 | | | |||||||||
Third party distribution, administration and service fees |
1,676 | | | |||||||||
Total expenses |
204,843 | 208,020 | (1.5 | %) | ||||||||
Loss from operations |
(90,046 | ) | (135,314 | ) | (33.5 | %) | ||||||
Realized loss on available-for-sale investments |
(1,667 | ) | | | ||||||||
Interest expense, net |
(2,730 | ) | (4,503 | ) | (39.4 | %) | ||||||
Loss before income taxes |
(94,443 | ) | (139,817 | ) | (32.5 | %) | ||||||
Income tax benefit/(expense) |
3,354 | (1,575 | ) | | ||||||||
Net loss |
$ | (91,089 | ) | $ | (141,392 | ) | (35.6 | %) | ||||
Less non-controlling interests: |
||||||||||||
Share of loss |
14,117 | | | |||||||||
Cumulative dividends on exchangeable shares |
1,674 | (2,567 | ) | (165.2 | %) | |||||||
Net loss attributable to common stockholders |
$ | (75,298 | ) | $ | (143,959 | ) | (47.7 | %) | ||||
Weighted average shares outstanding, basic and diluted (in thousands) |
225,498 | 214,809 | ||||||||||
Net loss per common share, basic and diluted |
$ | (0.33 | ) | $ | (0.67 | ) | (50.7 | %) |
16
GLG Partners, Inc.
Consolidated Statement of Operations
(US$ in thousands, except per share amounts; US GAAP)
Consolidated Statement of Operations
(US$ in thousands, except per share amounts; US GAAP)
Twelve Months Ended | ||||||||||||
December 31, | ||||||||||||
2009 | 2008 | % Change | ||||||||||
Net revenues and other income |
||||||||||||
Management fees, net |
$ | 152,528 | $ | 317,787 | (52.0 | %) | ||||||
Performance fees, net |
114,605 | 107,517 | 6.6 | % | ||||||||
Administration, service and distribution fees, net |
25,685 | 69,145 | (62.9 | %) | ||||||||
Other |
8,056 | 542 | | |||||||||
Total net revenues and other income |
300,874 | 494,991 | (39.2 | %) | ||||||||
Expenses |
||||||||||||
Compensation, benefits and profit share |
637,995 | 952,916 | (33.0 | %) | ||||||||
General, administrative and other |
90,907 | 123,049 | (26.1 | %) | ||||||||
Amortization of intangible assets |
2,768 | | | |||||||||
Third party distribution, administration and service fees |
3,276 | | | |||||||||
Total expenses |
734,946 | 1,075,965 | (31.7 | %) | ||||||||
Loss from operations |
(434,072 | ) | (580,974 | ) | (25.3 | %) | ||||||
Realized loss on available-for-sale investments |
(21,855 | ) | | | ||||||||
Gain on debt extinguishment |
84,821 | | | |||||||||
Gain on business combination-negative goodwill |
21,122 | | | |||||||||
Interest expense, net |
(11,503 | ) | (16,613 | ) | (30.8 | %) | ||||||
Loss before income taxes |
(361,487 | ) | (597,587 | ) | (39.5 | %) | ||||||
Income tax benefit/(expense) |
2,102 | (14,231 | ) | (114.8 | %) | |||||||
Net loss |
$ | (359,385 | ) | $ | (611,818 | ) | (41.3 | %) | ||||
Less non-controlling interests: |
||||||||||||
Share of loss |
49,978 | | | |||||||||
Cumulative dividends on exchangeable shares |
(9,544 | ) | (14,761 | ) | (35.3 | %) | ||||||
Exchangeable shares dividend |
| (4,418 | ) | (100.0 | %) | |||||||
Net loss attributable to common stockholders |
$ | (318,951 | ) | $ | (630,997 | ) | (49.5 | %) | ||||
Weighted average shares outstanding, basic and diluted (in thousands) |
219,953 | 212,225 | ||||||||||
Net loss per common share, basic and diluted |
$ | (1.45 | ) | $ | (2.97 | ) | (51.2 | %) |
17
GLG Partners, Inc.
Consolidated Statements of Cash Flows
(US$ in thousands; US GAAP)
Consolidated Statements of Cash Flows
(US$ in thousands; US GAAP)
Twelve Months Ended December 31, | ||||||||
2009 | 2008 | |||||||
Net cash (used in) / provided by operating activities |
$ | (91,232 | ) | $ | 77,279 | |||
Net cash provided by investing activities |
57,981 | 7,549 | ||||||
Net cash used in financing activities |
(23,602 | ) | (177,406 | ) | ||||
Net decrease in cash and cash equivalents |
(56,853 | ) | (92,578 | ) | ||||
Effect of foreign currency translation on cash |
4,440 | (20,649 | ) | |||||
Cash and cash equivalents at beginning of period |
316,195 | 429,422 | ||||||
Cash and cash equivalents at end of period |
$ | 263,782 | $ | 316,195 | ||||
18
GLG Partners, Inc.
Non-GAAP Adjusted Net Income for Three Months ended December 31, 2009 and December 31, 2008
(US$ in thousands)
Non-GAAP Adjusted Net Income for Three Months ended December 31, 2009 and December 31, 2008
(US$ in thousands)
Three Months Ended | ||||||||||||
December 31, | ||||||||||||
2009 | 2008 | % Change | ||||||||||
Derivation of non-GAAP adjusted net income |
||||||||||||
GAAP net loss |
$ | (91,089 | ) | $ | (141,392 | ) | (35.6 | %) | ||||
Add/(Deduct): Cumulative dividends |
1,674 | (2,567 | ) | (165.2 | %) | |||||||
Add: Acquisition-related compensation expense |
81,907 | 168,138 | (51.3 | %) | ||||||||
Add/(Deduct): Tax effect of Acquisition-related compensation expense |
847 | 2,676 | (68.4 | %) | ||||||||
Add: Amortization of intangible assets |
934 | | | |||||||||
Add: Realized loss on available-for-sale investments |
1,667 | | | |||||||||
Deduct: Tax effect of amortization of intangible assets |
(261 | ) | | | ||||||||
Non-GAAP adjusted net income |
$ | (4,321 | ) | $ | 26,855 | (116.1 | %) | |||||
Non-GAAP adjusted net income per
non-GAAP weighted average fully diluted share(1) |
(0.01 | ) | 0.09 | (115.9 | %) | |||||||
Non-GAAP weighted average fully diluted shares(1) |
310,111 | 306,168 |
GLG Partners, Inc.
Non-GAAP Expenses for Three Months ended December 31, 2009 and December 31, 2008
(US$ in thousands)
Non-GAAP Expenses for Three Months ended December 31, 2009 and December 31, 2008
(US$ in thousands)
Three Months Ended | ||||||||||||
December 31, | ||||||||||||
2009 | 2008 | % Change | ||||||||||
Non-GAAP expenses |
||||||||||||
Compensation, benefits and profit share |
$ | 182,778 | $ | 175,787 | 4.0 | % | ||||||
Less: Acquisition-related compensation expense |
(81,907 | ) | (168,138 | ) | (51.3 | %) | ||||||
Non-GAAP compensation, benefits and profit share (CBP) |
$ | 100,871 | $ | 7,649 | | |||||||
Third party distribution, service and advisory |
1,676 | | | |||||||||
GAAP general, administrative and other |
19,455 | 32,233 | (39.6 | %) | ||||||||
Non-GAAP total expenses |
$ | 122,002 | $ | 39,882 | 205.9 | % | ||||||
(1) | For Q4 2009, shares associated with the convertible notes have been excluded from the non-GAAP weighted average fully diluted share count and no convertible note interest was added back to non-GAAP adjusted net loss for the period for purposes of these calculations. |
19
GLG Partners, Inc.
Non-GAAP Adjusted Net Income for Twelve Months ended December 31, 2009 and December 31, 2008
(US$ in thousands, except per share amounts)
Twelve Months Ended | ||||||||||||
December 31, | ||||||||||||
2009 | 2008 | % Change | ||||||||||
Derivation of non-GAAP adjusted net income |
||||||||||||
GAAP net loss |
$ | (359,385 | ) | $ | (611,818 | ) | (41.3 | %) | ||||
Deduct: Cumulative dividends |
(9,544 | ) | (14,761 | ) | (35.3 | %) | ||||||
Add: Realized loss on available-for-sale investments |
21,855 | | | |||||||||
Add: Acquisition-related compensation expense |
447,610 | 756,646 | (40.8 | %) | ||||||||
Deduct: Tax effect of Acquisition-related compensation expense |
(209 | ) | (3,334 | ) | (93.7 | %) | ||||||
Deduct: Gain on business combination negative goodwill |
(21,122 | ) | | | ||||||||
Add: Amortization of intangible assets |
2,768 | | | |||||||||
Deduct: Tax effect of amortization of intangible assets |
(775 | ) | | | ||||||||
Non-GAAP adjusted net income |
$ | 81,198 | $ | 126,733 | (35.9 | %) | ||||||
Non-GAAP adjusted net income per non-GAAP weighted average fully diluted share |
$ | 0.26 | $ | 0.41 | (37.4 | %) | ||||||
Non-GAAP weighted average fully diluted shares(1) |
346,463 | 308,796 |
GLG Partners, Inc.
Non-GAAP Expenses for Twelve Months ended December 31, 2009 and December 31, 2008
(US$ in thousands)
Non-GAAP Expenses for Twelve Months ended December 31, 2009 and December 31, 2008
(US$ in thousands)
Twelve Months Ended | ||||||||||||
December 31, | ||||||||||||
2009 | 2008 | % Change | ||||||||||
Non-GAAP expenses |
||||||||||||
Compensation, benefits and profit share |
$ | 637,995 | $ | 952,916 | (33.0 | %) | ||||||
Add: Acquisition-related compensation expense |
(447,610 | ) | (756,646 | ) | (40.8 | %) | ||||||
Non-GAAP compensation, benefits and profit share (CBP) |
$ | 190,385 | $ | 196,270 | (3.0 | %) | ||||||
Third party distribution, service and advisory |
3,276 | | | |||||||||
GAAP general, administrative and other |
90,907 | 123,049 | (26.1 | %) | ||||||||
Non-GAAP total expenses |
$ | 284,568 | $ | 319,319 | (10.9 | %) | ||||||
(1) | Since inclusion of the shares associated with the convertible notes have a dilutive impact for the full year of 2009, the shares are included in the non-GAAP weighted average fully diluted share count and $7.8m of convertible note interest is added back to the non-GAAP adjusted net income for the period for purposes of these calculations. See the Share Count Reconciliation: GAAP Weighted Average Fully Diluted Shares to Non-GAAP Weighted Average Fully Diluted Share Count in the following pages. |
20
GLG Partners, Inc.
Financial Supplement
(US$ in millions) | 2009 | 2008 | Q4 2009 | Q4 2008 | ||||||||||||
Opening Net AUM |
$ | 15,039 | $ | 24,612 | $ | 21,628 | $ | 17,280 | ||||||||
Inflows (net of redemptions) |
3,214 | (1,273 | ) | 723 | 771 | |||||||||||
Performance (gains net of losses and fees) |
2,891 | (7,605 | ) | 18 | (2,649 | ) | ||||||||||
Currency translation impact (non-US$ AUM expressed in US$) |
1,030 | (695 | ) | (194 | ) | (364 | ) | |||||||||
Closing Net AUM |
22,175 | 15,039 | 22,175 | 15,039 | ||||||||||||
Closing Gross AUM |
24,365 | 16,544 | 24,365 | 16,544 | ||||||||||||
Average net AUM(1) |
18,643 | 21,049 | 21,901 | 16,160 | ||||||||||||
(USD in thousands, except per share amounts) |
||||||||||||||||
Management fees, net |
$ | 152,528 | $ | 317,787 | $ | 42,527 | $ | 48,124 | ||||||||
Performance fees, net |
114,605 | 107,517 | 63,901 | 17,755 | ||||||||||||
Administration, service and distribution fees, net |
25,685 | 69,145 | 7,868 | 8,697 | ||||||||||||
Other |
8,056 | 542 | 501 | (1,870 | ) | |||||||||||
Total net revenues and other income |
$ | 300,874 | $ | 494,991 | $ | 114,797 | $ | 72,706 | ||||||||
Compensation, benefits and profit share |
637,995 | 952,916 | 182,778 | 175,787 | ||||||||||||
General, administrative and other |
90,907 | 123,049 | 19,455 | 32,233 | ||||||||||||
Amortization of intangible assets |
2,768 | | 934 | | ||||||||||||
Third party distribution, service and advisory |
3,276 | | 1,676 | | ||||||||||||
Interest expense, net |
11,503 | 16,613 | 2,730 | 4,503 | ||||||||||||
Realized loss on available-for-sale investments |
21,855 | | 1,667 | | ||||||||||||
Gain on debt extinguishment |
(84,821 | ) | | | | |||||||||||
Gain on business combination negative goodwill |
(21,122 | ) | | | | |||||||||||
Income tax expense / (benefit) |
(2,102 | ) | 14,231 | (3,354 | ) | 1,575 | ||||||||||
GAAP net income before non-controlling interests |
$ | (359,385 | ) | $ | (611,818 | ) | $ | (91,089 | ) | $ | (141,392 | ) | ||||
Add: Realized loss on available-for-sale investments |
21,855 | | 1,667 | | ||||||||||||
Add: Acquisition-related compensation expense |
447,610 | 756,646 | 81,907 | 168,138 | ||||||||||||
Less: Cumulative dividends |
(9,544 | ) | (14,761 | ) | 1,674 | (2,567 | ) | |||||||||
Less: Tax effect of Acquisition-related compensation expense |
(209 | ) | (3,334 | ) | 847 | 2,676 | ||||||||||
Less: Gain on business combination negative goodwill |
(21,122 | ) | | | | |||||||||||
Add: Amortization of intangible assets |
2,768 | | 934 | | ||||||||||||
Less: Tax effect of amortization of intangible assets |
(775 | ) | | (261 | ) | | ||||||||||
Non-GAAP adjusted net income(2) |
$ | 81,198 | $ | 126,733 | $ | (4,321 | ) | $ | 26,855 | |||||||
Non-GAAP weighted average fully diluted shares(3) |
346,463 | 308,796 | 310,111 | 306,168 | ||||||||||||
Non-GAAP adjusted net income per non-GAAP weighted average
fully diluted share(3) |
0.26 | 0.41 | (0.01 | ) | 0.09 | |||||||||||
Management fees and Administration, service and distribution fees / Average net AUM(4) |
0.96 | % | 1.90 | % | 0.92 | % | 1.57 | % | ||||||||
Total net revenues and other income / Average net AUM(4) |
1.61 | % | 2.43 | % | 2.10 | % | 2.00 | % | ||||||||
Compensation, benefits and profit share less Acquisition-related compensation expense (CBP) / Total net revenues and other income |
63.3 | % | 39.7 | % | 87.9 | % | 10.5 | % | ||||||||
General, administrative and other expenses / Average net
AUM(4) |
0.5 | % | 0.6 | % | 0.4 | % | 0.8 | % | ||||||||
Non-GAAP adjusted net income(2)/ Total net revenues and other income |
27.0 | % | 25.6 | % | (3.8 | %) | 36.9 | % | ||||||||
Effective tax rate (sum of income taxes, cumulative dividends and tax effect of Acquisition-related compensation expense and
amortization of intangible assets / sum of adjusted net income, income taxes, cumulative dividends and tax effect of
Acquisition-related compensation expense and amortization of intangible assets) |
9.4 | % | 20.3 | % | 56.5 | % | 5.2 | % |
(1) | Average net AUM for a given period is calculated as a 2 point average for the quarters and a 5 point average for the years; Q4 2008, 2008 and 2009 average net AUMs exclude the approximately $3 billion of AUM mandated in December 2008 pursuant to a sub-advisory arrangement with SGAM UK which terminated upon the acquisition of SGAM UK on April 3, 2009; 2009 average net AUM includes net AUM of approximately $7 billion acquired with SGAM UK on April 3, 2009 as if the AUM were acquired on April 1, 2009. | |
(2) | See Non-GAAP Financial Measures for further detail. | |
(3) | Shares associated with the convertible notes have been included in the non-GAAP weighted average fully diluted share count for the full year 2009 due to their dilutive impact and convertible note interest in the amount of $7.8 million has been added back to non-GAAP adjusted net income for the period for purposes of these calculations. In Q4 2009, however, the shares associated with the convertible notes have been excluded from the non-GAAP weighted average fully diluted share count due to their anti-dilutive impact and no convertible note interest was added back to non-GAAP adjusted net loss for the period for purposes of these calculations. | |
(4) | Ratios are annualized for quarterly periods. |
21
GLG Partners, Inc.
Share Count Reconciliation: GAAP Weighted Average Fully Diluted Shares to
Non-GAAP Weighted Average Fully Diluted Share Count
(Share count in thousands)
Share Count Reconciliation: GAAP Weighted Average Fully Diluted Shares to
Non-GAAP Weighted Average Fully Diluted Share Count
(Share count in thousands)
2009 | 2008 | Q4 2009 | Q4 2008 | |||||||||||||
Outstanding |
||||||||||||||||
Common stock (including Treasury Stock)(1) |
242,537 | 238,124 | 242,537 | 238,124 | ||||||||||||
Unvested shares |
9,822 | 7,660 | 9,822 | 7,660 | ||||||||||||
Total issued and outstanding common stock |
252,359 | 245,784 | 252,359 | 245,784 | ||||||||||||
FA Sub 2 Limited Exchangeable Shares |
58,905 | 58,905 | 58,905 | 58,905 | ||||||||||||
Warrants |
54,485 | 54,485 | 54,485 | 54,485 | ||||||||||||
Convertible Notes |
61,425 | | 61,425 | | ||||||||||||
Weighted Average Outstanding |
||||||||||||||||
Common stock (excluding Treasury Stock) |
219,953 | 212,225 | 225,498 | 214,809 | ||||||||||||
Unvested shares |
9,250 | 9,322 | 9,887 | 8,613 | ||||||||||||
FA Sub 2 Limited Exchangeable Shares |
58,905 | 58,905 | 58,905 | 58,905 | ||||||||||||
Warrants |
54,485 | 54,894 | 54,485 | 54,485 | ||||||||||||
Convertible Notes |
38,449 | | | | ||||||||||||
GAAP Weighted Average Fully Diluted Share Count |
||||||||||||||||
Common stock |
219,953 | 212,225 | 225,498 | 214,809 | ||||||||||||
Unvested shares |
| | | | ||||||||||||
FA Sub 2 Limited Exchangeable Shares |
| | | | ||||||||||||
Warrants |
| | | | ||||||||||||
Total |
219,953 | 212,225 | 225,498 | 214,809 | ||||||||||||
Non-GAAP adjustments to weighted average fully diluted share count |
||||||||||||||||
Common stock: |
||||||||||||||||
GAAP weighted average fully diluted share count |
219,953 | 212,225 | 225,498 | 214,809 | ||||||||||||
add: unvested shares issued pursuant to equity participation plan,
Restricted Stock Plan and LTIP on which dividends will be paid to the
extent they are paid on vested shares |
29,156 | 35,019 | 25,708 | 32,454 | ||||||||||||
Non-GAAP weighted average fully diluted share count |
249,109 | 247,244 | 251,206 | 247,263 | ||||||||||||
FA Sub 2 Limited Exchangeable Shares: |
||||||||||||||||
GAAP weighted average fully diluted share count |
| | | | ||||||||||||
add: inclusion of Exchangeable Shares as dilutive |
58,905 | 58,905 | 58,905 | 58,905 | ||||||||||||
Non-GAAP weighted average fully diluted share count |
58,905 | 58,905 | 58,905 | 58,905 | ||||||||||||
Warrants: |
||||||||||||||||
GAAP weighted average fully diluted share count(1)(2) |
| 2,647 | | | ||||||||||||
Non-GAAP weighted average fully diluted share count outstanding |
| 2,647 | | | ||||||||||||
Convertible Notes |
||||||||||||||||
GAAP weighted average fully diluted share count |
| | | | ||||||||||||
add: inclusion of weighted average shares under convertible notes as dilutive |
38,449 | | | | ||||||||||||
Non-GAAP weighted average fully diluted share count outstanding |
38,449 | | | | ||||||||||||
Non-GAAP Weighted Average Fully Diluted Share Count(1) |
||||||||||||||||
Common stock |
249,109 | 247,244 | 251,206 | 247,263 | ||||||||||||
FA Sub 2 Limited Exchangeable Shares |
58,905 | 58,905 | 58,905 | 58,905 | ||||||||||||
Warrants |
| 2,647 | | | ||||||||||||
Convertible Notes |
38,449 | | | | ||||||||||||
Total |
346,463 | 308,796 | 310,111 | 306,168 | ||||||||||||
Equity Market Capitalization (US$ in Thousands) |
||||||||||||||||
Common equity market capitalization(2) |
$ | 1,002,270 | $ | 693,505 | $ | 1,002,270 | $ | 693,505 | ||||||||
Warrant market capitalization |
9,262 | 2,724 | 9,262 | 2,724 | ||||||||||||
Total equity capitalization(2) |
$ | 1,011,533 | $ | 696,229 | $ | 1,011,533 | $ | 696,229 | ||||||||
(1) | Reflects weighted average diluted shares outstanding eligible to receive common dividends or the equivalent, plus diluted warrants outstanding under the Treasury Stock method. | |
(2) | Assumes conversion of FA Sub 2 Limited Exchangeable Shares. |
22
GLG Partners, Inc.
Composition of Assets Under Management
(US$ millions)
Composition of Assets Under Management
(US$ millions)
As of | As of | As of | As of | As of | ||||||||||||||||
December 31, 2009 | September 30, 2009 | June 30, 2009 | March 31, 2009 | December 31, 2008 | ||||||||||||||||
Alternative strategies(1) |
11,501 | 10,924 | 10,441 | 9,843 | 12,518 | |||||||||||||||
Long only strategies(2) |
12,864 | 13,069 | 11,131 | 5,576 | 4,026 | |||||||||||||||
Gross AUM |
$ | 24,365 | $ | 23,993 | $ | 21,572 | $ | 15,419 | $ | 16,544 | ||||||||||
Less: alternative strategy investments in GLG Funds |
(1,088 | ) | (1,266 | ) | (1,456 | ) | (1,388 | ) | (1,503 | ) | ||||||||||
Less: long only strategy investments in GLG Funds |
(1,103 | ) | (1,099 | ) | (1,022 | ) | (2 | ) | ||||||||||||
Net AUM |
$ | 22,175 | $ | 21,628 | $ | 19,094 | $ | 14,031 | $ | 15,039 | ||||||||||
Quarterly average gross AUM |
$ | 24,179 | $ | 22,782 | $ | 18,495 | $ | 15,982 | $ | 18,848 | ||||||||||
Quarterly average net AUM(3) |
$ | 21,901 | $ | 20,361 | $ | 18,840 | $ | 11,519 | $ | 16,160 |
Three months ended | Three months ended | Three months ended | Three months ended | Three months ended | ||||||||||||||||
December 31, 2009 | September 30, 2009 | June 30, 2009 | March 31, 2009 | December 31, 2008 | ||||||||||||||||
Opening net AUM |
$ | 21,628 | $ | 19,094 | $ | 14,031 | $ | 15,039 | $ | 17,280 | ||||||||||
Inflows (net of redemptions)(4) |
723 | 216 | 2,226 | 50 | 771 | |||||||||||||||
Performance (gains net of losses and fees) |
18 | 1,883 | 1,797 | (807 | ) | (2,649 | ) | |||||||||||||
Currency translation impact (non-US$ AUM expressed in US$) |
(194 | ) | 435 | 1,040 | (251 | ) | 364 | |||||||||||||
Closing net AUM |
$ | 22,175 | $ | 21,628 | $ | 19,094 | $ | 14,031 | $ | 15,039 | ||||||||||
(1) | Alternative strategy gross AUM includes all alternative strategy funds, all 130/30 strategy funds and all managed accounts managed in accordance with alternative and 130/30 strategies | |
(2) | Long only strategy gross AUM includes all long only funds and managed accounts managed in accordance with a long only strategy, and all SGAM UK net AUM acquired by GLG on April 3, 2009. | |
(3) | Quarterly average net AUM for a given period is calculated as a 2 point (quarter open and close) average; Q4 2008, Q1 2009 and Q2 2009 average net AUMs exclude the approximately $3 billion mandated in December 2008 pursuant to a sub-advisory arrangement with SGAM UK which terminated upon the completion of its acquisition on April 3, 2009 and Q2 2009 average net AUM includes the approximately $7 billion of net AUM acquired with SGAM UK as if the AUM were acquired at the opening of Q2 2009. | |
(4) | Inflows for Q2 2009 include SGAM UK net inflows of approximately $2.6 billion and inflows for Q4 2008 include the approximately $3 billion mandated in December 2008 pursuant to a sub-advisory arrangement with SGAM UK which terminated upon the completion of the acquisition of SGAM UK on April 3, 2009. |
23