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8-K - FORM 8-K - Global Brokerage, Inc.v410113_8-k.htm

Exhibit 99.1

 

 

FXCM Inc. Announces First Quarter 2015 Results

Releases April 2015 Customer Trading Metrics

 

First Quarter 2015 Highlights:

 

·U.S. GAAP trading revenues from continuing operations of $69.2 million

 

·U.S. GAAP net loss attributable to FXCM Inc. from continuing operations of $393.3 million or $8.35 per fully diluted share

 

·U.S. GAAP revenues from discontinued operations of $28.8 million

 

·U.S. GAAP net loss attributable to FXCM Inc. from discontinued operations of $33.5 million or $0.71 per fully diluted share

 

·Results from continuing and discontinued operations include $265.3 million of bad debt expense related to January 15th SNB action, a $292.4 million non-cash expense item relating to Leucadia’s financing package, a $96.2 million non-cash impairment relating primarily to goodwill and intangibles for FXCM’s institutional business and a net $32.7 million non-cash expense relating to the write-down of deferred tax assets

 

·Adjusted EBITDA from continuing and discontinued operations of $14.5 million

 

·Strong operating cash position of $328.7 million in combined operating cash and regulatory surplus of $200.6 million at March 31, 2015

 

·Repaid $81.6 million of Leucadia loan to date - $12.4 million in the quarter and $69.2 million subsequent to quarter-end

 

April 2015 Customer Trading Metrics from Continuing Operations(1) Highlights:

 

·Retail customer trading volume(2) of $306 billion, 7% lower than March 2015

 

·Institutional customer trading volume(2) of $220 billion, 10% lower from March 2015

 

·Retail account additions of 3,045, 2% higher than March 2015

 

NEW YORK – May 8, 2015 – FXCM Inc. (NYSE:FXCM), a leading online provider of foreign exchange, or FX, trading and related services, today announced for the quarter ended March 31, 2015, U.S. GAAP trading revenues from continuing operations of $69.2 million, compared to $82.2 million for the quarter ended March 31, 2014, a decrease of 16%. U.S. GAAP net loss attributable to FXCM Inc. from continuing operations was $393.3 million for the first quarter 2015 or $8.35 per fully diluted share, compared to U.S. GAAP net loss attributable to FXCM Inc. from continuing operations of $0.8 million or $0.02 per fully diluted share for the first quarter 2014.

 

Results from operations for the quarter ended March 31, 2015 included a number of extraordinary items that resulted from the events of January 15, 2015 where FXCM’s 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 and the subsequent financing package provided by Leucadia National Corp. (“Leucadia”) announced on January 16, 2015 in order for FXCM to maintain its regulatory capital requirements.

 

 
 

 

Included in the first quarter 2015 in continuing operations were: (i) a $256.9 million bad debt expense, net of recoveries, relating to negative client equity balances, (ii) a loss on derivative liability of $292.4 million, a non-cash item relating to the increase in value of the Leucadia Letter Agreement, a component of the financing package provided by Leucadia, which is treated as a derivative under U.S. GAAP and valued at its estimated fair value on each reporting date and (iii) goodwill impairment losses of $9.5 million, primarily in the institutional business, (iv) other income of $145.2 million due to the reduction of FXCM Inc.’s estimated tax receivable agreement liability offset by a corresponding provision for income tax of $177.9 million.

 

FXCM estimated the fair value of the Leucadia Letter Agreement using a combination of valuation approaches, including using the common stock price of FXCM, a guideline public company method as well as a discounted cash flow method, then using an option pricing model for the allocation of enterprise value among various components. Small changes in assumptions in the models used could materially change the estimated fair value.

 

In the quarter, FXCM classified several non-core assets(3) as discontinued as they are in the process of being sold. The first of these businesses, FXCM Japan, was sold on April 1, 2015 for $62.0 million.

 

U.S. GAAP revenues from discontinued operations were $28.8 million, compared to $32.2 million for the quarter ended March 31, 2014, a decrease of 10%. U.S. GAAP net loss attributable to FXCM Inc. from discontinued operations was $33.5 million for the first quarter 2015 or $0.71 per fully diluted share, compared to U.S. GAAP net income attributable to FXCM Inc. from discontinued operations of $2.9 million or $0.07 per fully diluted share for the first quarter 2014. Results from discontinued operations include impairment losses primarily related to goodwill and intangibles of $86.7 million.

 

Adjusted revenue from continuing and discontinued operations for the first quarter 2015 was $98.8 million, compared to $111.3 million for the first quarter 2014, a decrease of 11%. Adjusted EBITDA from continuing and discontinued operations for the first quarter 2015 was $14.5 million, compared to $24.6 million for the first quarter 2014, a decrease of 41%.

 

Adjusted Revenue and Adjusted EBITDA are Non-GAAP financial measures. These measures do not represent and should not be considered as a substitute for net income, net income attributable to FXCM 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.

 

 
 

 

FXCM Inc. today announced certain key customer trading metrics for April 2015. Monthly activities included:

 

April 2015 Customer Trading Metrics from Continuing Operations (1)

 

Retail Customer Trading Metrics

 

·Retail customer trading volume(2) of $306 billion in April 2015, 7% lower than March 2015 and 37% higher than April 2014.

 

·Average retail customer trading volume(2) per day of $13.9 billion in April 2015, 7% lower than March 2015 and 36% higher than April 2014.

 

·An average of 510,050 retail client trades per day in April 2015, 3% lower than March 2015 and 58% higher than April 2014.

 

·Tradeable accounts(4) of 188,221 as of April 30, 2015, an increase of 3,045, or 2%, from March 2015, and an increase of 40,888, or 28%, from April 2014.

 

Institutional Customer Trading Metrics

 

·Institutional customer trading volume(2) of $220 billion in April 2015, 10% lower than March 2015 and 25% higher than April 2014.

 

·Average institutional trading volume(2) per day of $10.0 billion in April 2015, 10% lower than March 2015 and 25% higher than April 2014.

 

·An average of 55,018 institutional client trades per day in April 2015, 3% higher than March 2015 and 29% higher than April 2014.

 

More information, including historical results for each of the above metrics, can be found on the investor relations page of FXCM's corporate website www.fxcm.com.

 

This operating data is preliminary and subject to revision and should not be taken as an indication of the financial performance of FXCM Inc. FXCM 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 www.fxcm.com.

  

 

(1) Customer Trading Metrics from Continuing Operations excludes discontinued operations of FXCM Japan and FXCM Hong Kong.

 

(2) Volume that FXCM customers traded in period is translated into US dollars.

 

(3) Non-core assets include FXCM Japan, FXCM Hong Kong, Lucid, V3 Markets, Faros, FXCM Securities (UK) Equities Business and FXCM’s equity investment in FastMatch.

 

(4) A Tradeable Account is an account with sufficient funds to place a trade in accordance with FXCM trading policies.

 

 
 

 

Selected Customer Trading Metrics from Continuing Operations 

 

  Three Months Ended March 31, 
   2015   2014   % Change 
             
Total retail trading volume ($ in billions)  $935   $813    15%
Total institutional trading volume ($ in billions)  $648   $508    28%
Total active accounts   170,890    150,285    14%
Trading days in period   63    63    0%
Daily average trades   521,901    368,852    41%
Daily average trades per active account   3.1    2.5    24%
Retail trading revenue per million traded  $67   $94    -29%
Total customer equity ($ in millions)  $666.8   $765.5    -13%


Conference Call

 

As previously announced, FXCM will host a conference call to discuss the results on Monday May 11, 2015 at 8:15 a.m. (EDT). This conference call will be available to domestic participants by dialing 877.445.4603 and 443.295.9270 for international participants. The conference ID number is 34581972.

 

A live audio webcast, a copy of FXCM's earnings release, and presentation slides for this conference call will be available at http://ir.fxcm.com/.

 

Disclosure Regarding Forward-Looking Statements

 

In addition to historical information, this earnings release may contains "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 FXCM'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 FXCM's industry, 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 the events that took place in the currency markets on January 15, 2015 and the impact to FXCM's capital structure, risks associated with FXCM's ability to recover all or a portion of any losses, risks relating to the ability of FXCM to satisfy the terms and conditions of or make payments pursuant to the terms of its agreements with Leucadia, risks related to its dependence on FX market makers, market conditions and those other risks described under "Risk Factors" in FXCM Inc.'s Annual Report on Form 10-K and other reports or documents FXCM 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 FXCM's Consolidated Financial Statements and the Notes thereto contained in FXCM's Annual Report on Form 10-K, and in other reports or documents FXCM files with, or furnishes to, the SEC from time to time, which are accessible on the SEC website at sec.gov.

 

 
 

 

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in our SEC filings. FXCM Inc. undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

 

Visit www.fxcm.com and follow us on Twitter @FXCM, Facebook FXCM, Google+ FXCM or YouTube FXCM.

 

About FXCM Inc.

 

FXCM Inc. (NYSE:FXCM) is a leading provider of online foreign exchange (forex) trading, CFD trading, spread betting and related services. Our mission is to provide global traders with access to the world’s largest and most liquid market by offering innovative trading tools, hiring excellent trading educators, meeting strict financial standards and striving for the best online trading experience in the market.

 

Clients have the advantage of mobile trading, one-click order execution and trading from real-time charts. In addition, FXCM offers educational courses on forex trading and provides free news and market research through DailyFX.com.

 

Trading foreign exchange and CFDs on margin carries a high level of risk, which may result in losses that could exceed your deposits, therefore may not be suitable for all investors. Read full disclaimer.

 

Contacts


Jaclyn Klein, 646-432-2463
Vice-President, Corporate Communications and Investor Relations
jklein@fxcm.com

 

 
 

 

ANNEX I

 

Schedule Page Number
   
U.S. GAAP Results  
Unaudited U.S. GAAP Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and 2014 A-1
Unaudited U.S. GAAP Condensed Consolidated Statements of Financial Condition As of March 31, 2015 and December 31, 2014 A-2
   
Non-GAAP Financial Measures A-3
Reconciliation of U.S. GAAP Reported to Adjusted EBITDA A-4
Schedule of Cash and Cash Equivalents and Amounts Due to/from Brokers A-5

  

 
 

 

FXCM Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)

 

   Three Months Ended March 31, 
   2015   2014 
Revenues          
Trading revenue  $69,214   $82,171 
Interest income   322    455 
Brokerage interest expense   (204)   (58)
Net interest revenue   118    397 
Other income   145,858    266 
Total net revenues   215,190    82,834 
Operating Expenses          
Compensation and benefits   25,039    24,992 
Referring broker fees   16,069    18,806 
Advertising and marketing   2,817    5,961 
Communication and technology   9,517    9,333 
Trading costs, prime brokerage and clearing fees   1,140    1,697 
General and administrative   13,655    13,466 
Bad debt expense   256,915    - 
Depreciation and amortization   7,020    6,066 
Goodwill impairment loss   9,513    - 
Total operating expenses   341,685    80,321 
Operating (loss) income   (126,495)   2,513 
Other Expense          
Loss on derivative liability — Letter Agreement   292,429    - 
Loss on equity method investments, net   151    86 
Interest on borrowings   30,559    2,997 
Loss from continuing operations before income taxes   (449,634)   (570)
Income tax provision   179,762    751 
Loss from continuing operations   (629,396)   (1,321)
(Loss) income from discontinued operations, net of tax   (98,598)   4,166 
Net (loss) income   (727,994)   2,845 
Net (loss) income attributable to non-controlling interest in FXCM Holdings, LLC   (257,375)   2,427 
Net loss attributable to other non-controlling interests   (43,802)   (1,659)
Net (loss) income attributable to FXCM Inc.  $(426,817)  $2,077 
           
Loss from continuing operations attributable to FXCM Inc.  $(393,325)  $(792)
(Loss) income from discontinued operations attributable to FXCM Inc.   (33,492)   2,869 
Net (loss) income attributable to FXCM Inc.  $(426,817)  $2,077 
           
Weighted average shares of Class A common stock outstanding - Basic and Diluted   47,131    39,077 
           
Net (loss) income per share attributable to stockholders of Class A common stock of
FXCM Inc. - Basic and Diluted:
          
Continuing operations  $(8.35)  $(0.02)
Discontinued operations   (0.71)   0.07 
Net (loss) income attributable to FXCM Inc.  $(9.06)  $0.05 
           
Dividends declared per common share  $-   $0.06 

 

1
 

 

FXCM Inc.
Condensed Consolidated Statements of Financial Condition
As of March 31, 2015 and December 31, 2014
(Amounts in thousands except share data)

 

   (Unaudited)     
   March 31,
2015
   December 31, 2014 
Assets          
Current assets          
Cash and cash equivalents  $215,727   $256,887 
Cash and cash equivalents, held for customers   666,825    901,227 
Due from brokers   17,802    9,772 
Accounts receivable, net   5,802    7,209 
Deferred tax asset   1    9,065 
Tax receivable   1,298    1,381 
Current assets held for sale   728,490    548,506 
Total current assets   1,635,945    1,734,047 
Deferred tax asset   1,816    172,619 
Office, communication and computer equipment, net   38,734    39,028 
Goodwill   27,879    37,774 
Other intangible assets, net   13,320    15,338 
Notes receivable   7,881    9,381 
Other assets   12,488    14,829 
Noncurrent assets held for sale   -    364,411 
Total assets  $1,738,063   $2,387,427 
Liabilities and Stockholders' (Deficit) Equity          
Current liabilities          
Customer account liabilities  $666,825   $901,227 
Accounts payable and accrued expenses   38,377    35,189 
Revolving credit agreement   -    25,000 
Due to brokers   722    15,983 
Due to related parties pursuant to tax receivable agreement   -    5,352 
Current liabilities held for sale   383,296    455,915 
Total current liabilities   1,089,220    1,438,666 
Deferred tax liability   1,272    1,698 
Senior convertible notes   152,955    151,578 
Credit agreement   189,520    - 
Due to related parties pursuant to tax receivable agreement   -    145,224 
Derivative liability — Letter Agreement   386,230    - 
Other liabilities   6,045    5,957 
Noncurrent liabilities held for sale   -    1,288 
Total liabilities   1,825,242    1,744,411 
Commitments and Contingencies          
Stockholders’ (Deficit) Equity          
Class A common stock, par value $0.01 per share; 3,000,000,000 shares authorized, 50,709,113 and 47,889,964 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively   507    479 
Class B common stock, par value $0.01 per share; 1,000,000 shares authorized, 31 and 34 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively   1    1 
Additional paid-in capital   281,868    273,708 
(Accumulated deficit) retained earnings   (404,438)   22,379 
Accumulated other comprehensive loss   (14,237)   (11,879)
Total stockholders’ (deficit) equity, FXCM Inc.   (136,299)   284,688 
Non-controlling interests   49,120    358,328 
Total stockholders’ (deficit) equity   (87,179)   643,016 
Total liabilities and stockholders’ (deficit) equity  $1,738,063   $2,387,427 

 

2
 

 

Non-GAAP Financial Measures

 

We use Non-GAAP financial measures to evaluate our operating performance, as well as the performance of individual employees. Management believes that the disclosed Non-GAAP measures when presented in conjunction with comparable U.S. GAAP measures are useful to investors to compare FXCM's results across several periods and facilitate an understanding of FXCM's operating results. These measures do not represent and should not be considered as a substitute for, or superior to, net income, net income attributable to FXCM Inc. or net income per Class A share or as a substitute for, or superior to, 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.

 

1.Compensation Expense. Adjustments have been made to eliminate expense relating to stock based compensation relating to the Company’s IPO as well as costs associated with the acquisition of V3 Markets, LLC. Given the nature of these expenses, they are not viewed by management as expenses incurred in the ordinary course of business and management believes it is useful to provide the effects of eliminating these expenses.

 

2.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. Adjustments have been made to reclassify this allocation of Lucid's earnings attributable to non-controlling members to “Net (loss) income attributable to other non-controlling interests”. The Company's management believes that this reclassification 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 as reported by the Company.

 

3.Acquisition Costs/Income.  Adjustments have been made to eliminate certain acquisition related costs/income. Given the nature of these items, they are not viewed by management as expenses/income incurred in the ordinary course of business and management believes it is useful to provide the effects of eliminating these items.

 

4.Regulatory Costs.  Adjustments have been made to eliminate certain costs (including client reimbursements) associated with ongoing discussions and settling certain regulatory matters. Given the nature of these expenses, they are not viewed by management as expenses incurred in the ordinary course of business and management believes it is useful to provide the effects of eliminating these expenses.

 

5.SNB Costs.  Adjustments have been made to eliminate certain costs/income (including costs related to the implementation of a Stockholder Rights Plan and adjustments to the Company’s tax receivable agreement contingent liability) 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 management believes it is useful to provide the effects of eliminating these expenses.

 

3
 

 

   Reconciliation of U.S. GAAP Reported to Non-GAAP Adjusted Measures(1) 
   Three Months Ended March 31, 
   2015   2014 
   Continuing Ops   Disc Ops   Combined   Continuing Ops   Disc Ops   Combined 
Net (loss) income  $(629,396)  $(98,598)  $(727,994)  $(1,321)  $4,166   $2,845 
   EBIDTA Adjustments                            - 
        Depreciation and amortization   7,020    12,359    19,379    6,066    6,564    12,630 
        Interest on borrowings   30,559    -    30,559    2,997    -    2,997 
        MTM loss on derivatives   292,429    -    292,429    -    -    - 
        Goodwill and held for sale impairment   9,513    81,364    90,877    -    -    - 
        Income tax provision   179,762    4,900    184,662    751    500    1,251 
EBITDA   (110,113)   25    (110,088)   8,493    11,230    19,723 
   Adjustments                              
        Net Revenues(2)   (145,224)   -    (145,224)   -    (3,672)   (3,672)
        Compensation and benefits(3)   -    -    -    1,902    272    2,174 
        Allocation of net income to lucid members for services provided(4)   -    2,686    2,686    -    2,973    2,973 
        Communication and technology(5)   -    -    -    -    206    206 
        General and administrative(6)   1,837    -    1,837    3,037    163    3,200 
        Bad debt expense(7)   256,915    8,408    265,323    -    -    - 
Adjusted EBITDA  $3,415   $11,119   $14,534   $13,432   $11,172   $24,604 

 

(1) The presentation includes Non-GAAP financial measures. These Non-GAAP financial measures are not prepared under any comprehensive set of accounting rules or principles, and do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with U.S. GAAP.

 

(2) Represents the elimination of a $145.2 million benefit in Q1 2015 attributable to the reduction of our tax receivable agreement contingent liability to zero and the elimination of a $3.7 million benefit recorded to reduce the contingent consideration related to the Faros acquisition in Q1 2014.

 

(3) Represents the elimination of stock-based compensation associated with the IPO of $1.9 million in Q1 2014 and the elimination of V3 acquisition costs of $0.3 million in Q1 2014.

 

(4) 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.

 

(5) Represents the elimination of V3 acquisition costs in Q1 2014.

 

(6) Represents the expense related to the Stockholders Rights Plan and the legal fees resulting from the SNB event of $1.8 million in Q1 2015, the net expense relating to pre-August 2010 trade execution practices and other regulatory fees and fines of $2.5 million in Q1 2014 and the elimination of V3 acquisition costs of $0.5 million in continuing ops and $0.2 million in discontinued ops in Q1 2014.

 

(7) Represents the net bad debt expense related to client debit balances associated with the January 15, 2015 SNB event.

 

4
 

  

Schedule of Cash and Cash Equivalents and Due to/from Brokers

 

   March 31, 2015   December 31, 2014 
   Continuing Ops   Disc Ops   Combined   Continuing Ops   Disc Ops   Combined 
Cash & Cash Equivalents   215,727    71,748    287,475    256,887    85,263    342,150 
Due From Brokers   17,802    24,945    42,747    9,772    27,552    37,324 
Due to Brokers   (722)   (790)   (1,512)   (15,983)   (330)   (16,313)
Operating Cash   232,807    95,903    328,710    250,676    112,485    363,161 

 

5