Fourth Quarter 2016 Highlights &
Updates:
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
Global Brokerage (CE) (USOTC:GLBR)
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