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PR Newswire
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GFI Group Inc. Announces Second Quarter Results

NEW YORK, July 31, 2014 /PRNewswire/ --GFI Group Inc. (NYSE: GFIG), a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, reported today its financial results for the three and six months ended June 30, 2014.

Highlights of Results

Three months ended

June 30,

Six months ended

June 30,

$ in millions

2014

2013

2014

2013

Total revenues

$

218.1


$

242.3


$

458.8


$

486.7


Net revenues

186.3


198.4


388.8


399.9


Brokerage revenues

155.6


174.0


328.7


350.7


Software, analytics and market data revenue

25.6


21.8


51.4


44.0


Compensation ratio (1)

69.4

%

68.2

%

68.7

%

68.4

%

Non-compensation ratio (1)

31.5

%

27.2

%

29.6

%

27.0

%

Non-GAAP net income (1)

$

1.3


$

7.1


$

7.5


$

14.3


Cash earnings (1)

19.2


27.6


45.5


54.8
















(1) Item represents a non-GAAP financial measure; see discussion below, as well as a reconciliation to GAAP in the financial tables attached to this release.

On Wednesday, July 30th, GFI Group, Inc. ("GFI") announced an agreement to sell its Trayport and FENICS businesses to CME Group Inc. ("CME") in a two-step transaction. First, CME will acquire all the outstanding common stock of GFI for $4.55 per share in CME Class A common stock. Immediately following the acquisition of GFI Group, a private consortium of GFI management led by Executive Chairman Michael Gooch, CEO Colin Heffron and Managing Director Nick Brown, will acquire GFI's wholesale brokerage business from CME for $165 million in cash and the assumption, at closing, of approximately $63 million in unvested deferred compensation and other liabilities.

After the completion of the transaction, the wholesale brokerage business, including the Kyte Group, will continue as a private company with its management and operations largely unchanged. The transaction is expected to close in early 2015, subject to GFI shareholder and regulatory approvals.

Regarding GFI's financial results, Colin Heffron, Chief Executive Officer, commented: "In the second quarter revenues from our software, analytics and market data businesses increased 17.4% due to strong growth from Trayport. However, GFI's brokerage business continued to be impacted by a number of cyclical and structural headwinds including muted volatility across asset classes, low interest rates, higher capital requirements and ongoing regulatory changes. As a result, non-GAAP brokerage and net revenues declined 10.6% and 6.8%, respectively.

"Matching session revenues continue to grow and remain a key focus of our electronic trading strategy in fixed income and foreign exchange products. Matching session revenues grew 49% year over year in cash bond products globally. In the Americas and EMEA, fixed income matching session revenues represented approximately 49% and 17% of total fixed income product revenues, respectively.

"Difficult trading conditions and less favorable foreign currency translation in Europe masked progress in the compensation expense area. However, broker compensation as a percentage of brokerage revenues decreased despite a significant decline in brokerage revenues. Further, our continued discipline with regards to sign-on and retention bonus payments led to an improvement in expense of $2.2 million in 2014. We expect considerable operating leverage if higher volumes return to the global markets.

"GFI's preliminary July total revenues are tracking down approximately 3.5% year over year.

"GFI's second quarter cash earnings were $19.2 million, or $0.15 per diluted share.

"Given the pending transaction with CME Group, the dividend has been suspended at this time."

GAAP Results: Second Quarter 2014

Net revenues were $186.3 million, compared to $198.4 million in the prior year. Net loss was $97.8 million, or ($0.78) per diluted share, compared with net income of $6.7 million, or $0.05 per diluted share. Compensation and employee benefits expense was 69.8% of net revenues, versus 67.8% in the prior year quarter. Non-compensation expenses were $185.3 million, or 99.4% of net revenues, compared to $56.2 million, or 28.3%, in the prior year quarter. GAAP non-compensation expenses in the second quarter of 2014 include a $121.6 million non-cash pre-tax goodwill impairment charge related to the wholesale brokerage reporting units and Kyte.

Non-GAAP Results: Second Quarter 2014

Revenues

Net revenues were $184.0 million as compared to $197.3 million in the second quarter of 2013.

Brokerage revenues were $155.6 million compared to $174.0 million in the prior year quarter. Revenues from fixed income, financial, commodity and equity products were down 9.7%, 14.3%, 1.3% and 17.4%, respectively. By geographic region, brokerage revenues increased 4.3% in EMEA, but declined 24.0% and 20.3% in the Americas and Asia-Pacific, respectively.

Revenues from trading software, analytics and market data products were $25.6 million, up 17.4% from $21.8 million in the prior year.

Expenses

Our compensation and employee benefits expense was $127.7 million, or 69.4% of net revenues, compared with $134.6 million, or 68.2%, in second quarter of 2013. Non-compensation expenses were $58.0 million, or 31.5% of net revenues, compared with $53.6 million, or 27.2%, in the prior year.

Earnings

GFI's net income was $1.3 million, or $0.01 per diluted share, compared with $7.1 million, or $0.06 per diluted share, in the prior year second quarter.

The effective non-GAAP year to date tax rate was estimated at a negative 22.1% as compared to 36.0% for full-year 2013.The negative 2014 tax rate was a result of regional shifts in taxable incomes.

GAAP Results: Six Months ended June 30, 2014

Net revenues were $388.8 million for the six months ended June 30, 2014 compared with $399.9 million in the same period of 2013. Net loss was $93.8 million, or ($0.76) per diluted share for 2014, compared with $11.4 million net income, or $0.09 per diluted share, in 2013. The compensation and employee benefits ratio in 2014 was 68.9% of net revenues versus 67.9% in 2013. Non-compensation expenses for the six months ended June 30, 2014 were $244.5 million, or 62.9% of net revenues, compared with $120.6 million, or 30.2%, in the same period of 2013. Non-compensation expenses in the six months ended June 30, 2014 include a $121.6 million non-cash pre-tax goodwill impairment charge.

Non-GAAP Results: Six Months ended June 30, 2014

Net revenues for the six months ended June 30, 2014 were $386.1 million compared to $397.1 million in the same period of 2013. Net income was $7.5 million, or $0.06 per diluted share, for the six months ended June 30, 2014, compared with $14.3 million, or $0.11 per diluted share, in 2013.

Non-GAAP Financial Measures

To supplement GFI's unaudited financial statements presented in accordance with GAAP, the Company uses certain non-GAAP measures of financial performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP. The non-GAAP financial measures used by GFI include non-GAAP total revenues, non-GAAP net revenues, non-GAAP provision for or benefit from income taxes, non-GAAP net income, non-GAAP diluted earnings per share, cash earnings and cash earnings per share. These non-GAAP financial measures currently exclude from the Company's statement of income amortization of acquired intangibles and certain other items that management views as non-operating, non-recurring or non-cash as detailed in the reconciliation included in the financial tables attached to this release.

In addition, GFI may consider whether other significant non-operating, non-recurring or non-cash items that arise in the future should also be excluded in calculating the non-GAAP financial measures it uses. The non-GAAP financial measures also take into account estimated adjustments to income tax expense with respect to the excluded items.

GFI believes that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding the Company's performance by excluding certain items that may not be indicative of the Company's core business, operating results or future outlook. GFI's management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing the Company's operating results, as well as when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate comparisons of the Company's performance to prior periods.

In addition to the reasons stated above, which are generally applicable to each of the items GFI excludes from its non-GAAP financial measures, the Company believes it is appropriate to exclude amortization of acquired intangibles because when analyzing the operating performance of an acquired business, GFI's management focuses on the total return provided by the investment (i.e., operating profit generated from the acquired entity, as compared to the purchase price paid) without taking into consideration any charges for allocations made for accounting purposes. Further, because the purchase price for an acquisition necessarily reflects the accounting value assigned to intangible assets, when analyzing the operating performance of an acquisition in subsequent periods, the Company's management excludes the GAAP impact of acquired intangible assets on its financial results. GFI believes that such an approach is useful in understanding the long-term return provided by an acquisition and that investors benefit from a supplemental non-GAAP financial measure that excludes the accounting expense associated with acquired intangible assets.

A reconciliation of these non-GAAP financial measures to GAAP is included in the financial tables attached to this release.

Conference Call

GFI has scheduled an investor conference call to discuss its second quarter results at 8:30 a.m. (Eastern Time) on Friday, August 1, 2014. Those wishing to listen to the live conference call via telephone should dial 1-877-870-4263 in North America and +1-412-317-0790 outside of North America, and ask for "GFI".

A live audio web cast of the conference call will be available on the Investor Relations section of GFI's Website. For web cast registration information, please visit: http://www.gfigroup.com. Following the conference call, an archived recording will be available.

Supplementary Financial Information

GFI has posted details of its historical monthly brokerage revenues on the Investor Relations page of its web site under the heading Supplementary Financial Information. The Company currently plans to post this information quarterly in conjunction with its announcement of earnings, but does not undertake a responsibility to continue to provide or update such information.

About GFI Group Inc.

GFI Group Inc. (NYSE: GFIG) is a leading intermediary in the global OTC and Listed markets offering an array of sophisticated trading technologies and products to a broad range of financial market participants. More than 2,500 institutional clients benefit from GFI's know-how and experience in operating electronic and hybrid markets for cash and derivative products across multiple asset classes, including fixed income, interest rates, foreign exchange, equities, energy and commodities. GFI's brands include Trayport®, a leading provider of trading solutions for energy markets worldwide and FENICS ®, a market leader in FX options software.

Founded in 1987 and headquartered in New York, GFI employs over 2,000 people globally, with additional offices in London, Paris, Brussels, Nyon, Dublin, Madrid, Sugar Land (TX), Hong Kong, Tel Aviv, Dubai, Manila, Seoul, Tokyo, Singapore, Sydney, Cape Town, Santiago, Bogota, Buenos Aires, Lima and Mexico City.

Forward-looking Statement

Certain matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "might," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of GFI Group Inc. (the "Company") and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger, dated as of July 30, 2014, by and among the Company, CME Group Inc. ("CME"), Commodore Acquisition Corp. and Commodore Acquisition LLC (the "Merger Agreement"), (2) the failure to consummate the merger with CME for reasons including without limitation that the conditions to the merger are not satisfied or waived, the failure to obtain the required stockholder approval, or the failure to receive necessary governmental or regulatory approvals required to complete the transactions contemplated by the Merger Agreement, (3) unexpected costs, charges or expenses resulting from the transactions contemplated by the Merger Agreement, (4) the possible disruption that may be caused by the transactions contemplated by the Merger Agreement to the business and operations of the Company and its relationships with customers, employees and other third parties, (5) economic, political and market factors affecting trading volumes; (6) securities prices or demand for the Company's brokerage services; (7) competition from current and new competitors; (8) the Company's ability to attract and retain key personnel, including highly-qualified brokerage personnel; (9) the Company's ability to identify and develop new products and markets; (10) changes in laws and regulations governing the Company's business and operations or permissible activities; (11) the Company's ability to manage its international operations; (12) financial difficulties experienced by the Company's customers or key participants in the markets in which the Company focuses its brokerage services; (13) the Company's ability to keep up with technological changes; (14) uncertainties relating to litigation and (15) the Company's ability to assess and integrate acquisition prospects. Further information about factors that could affect the Company's financial and other results is included in the Company's filings with the Securities and Exchange Commission. The Company does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



GFI Group Inc. and Subsidiaries


Consolidated Statements of Operations (unaudited)


(In thousands except share and per share data)




















Three Months Ended


Six Months Ended




June 30,


June 30,




2014


2013


2014


2013


Revenues










Agency commissions

$ 109,692


$ 122,476


$ 231,107


$ 249,048



Principal transactions

45,948


51,562


97,637


101,627



Total brokerage revenues

155,640


174,038


328,744


350,675



Clearing services revenues

28,602


39,439


62,766


77,503



Interest income from clearing services

572


431


1,100


1,168



Equity in net earnings of unconsolidated businesses

1,493


2,300


4,047


5,359



Software, analytics and market data

25,595


21,808


51,360


43,966



Other income, net

6,203


4,262


10,827


7,999



Total revenues

218,105


242,278


458,844


486,670












Interest and transaction-based expenses










Transaction fees on clearing services

26,936


38,424


59,576


75,332



Transaction fees on brokerage services

4,655


5,335


10,158


11,142



Interest expense from clearing services

185


87


354


247



Total interest and transaction-based expenses

31,776


43,846


70,088


86,721



Revenues, net of interest and transaction-based expenses

186,329


198,432


388,756


399,949












Expenses










Compensation and employee benefits

130,003


134,613


267,700


271,628



Communications and market data

13,520


13,743


26,867


27,330



Travel and promotion

7,961


7,857


15,740


15,918



Rent and occupancy

7,890


7,039


15,976


14,251



Depreciation and amortization

8,797


8,334


17,393


16,642



Professional fees

10,107


6,385


16,278


13,112



Interest on borrowings

8,143


7,175


15,927


14,863



Impairment of goodwill

121,619


-


121,619


-



Other expenses

7,237


5,699


14,701


18,523



Total other expenses

315,277


190,845


512,201


392,267












(Loss) income before (benefit from) provision for income taxes

(128,948)


7,587


(123,445)


7,682












(Benefit from) provision for income taxes

(31,277)


719


(30,183)


(4,140)












Net (loss) income before attribution to non-controlling stockholders

(97,671)


6,868


(93,262)


11,822












Less: Net income attributable to non-controlling interests

125


177


531


457


GFI's net (loss) income

$ (97,796)


$ 6,691


$ (93,793)


$ 11,365






















Basic (loss) earnings per share

$ (0.78)


$ 0.06


$ (0.76)


$ 0.10


Diluted (loss) earnings per share

$ (0.78)


$ 0.05


$ (0.76)


$ 0.09












Weighted average shares outstanding - basic

124,909,412


118,646,703


123,643,160


117,024,375












Weighted average shares outstanding - diluted

124,909,412


126,603,146


123,643,160


126,080,497
































GFI Group Inc. and Subsidiaries


Consolidated Statements of Operations (unaudited)


As a Percentage of Net Revenues






















Three Months Ended


Six Months Ended




June 30,


June 30,




2014


2013


2014


2013


Revenues










Agency commissions

58.9%


61.7%


59.5%


62.3%



Principal transactions

24.7%


26.0%


25.1%


25.4%



Total brokerage revenues

83.6%


87.7%


84.6%


87.7%



Clearing services revenues

15.4%


19.9%


16.1%


19.4%



Interest income from clearing services

0.3%


0.2%


0.3%


0.3%



Equity in net earnings of unconsolidated businesses

0.8%


1.2%


1.0%


1.3%



Software, analytics and market data

13.7%


11.0%


13.2%


11.0%



Other income, net

3.3%


2.1%


2.8%


2.0%



Total revenues

117.1%


122.1%


118.0%


121.7%












Interest and transaction-based expenses










Transaction fees on clearing services

14.5%


19.4%


15.3%


18.8%



Transaction fees on brokerage services

2.5%


2.7%


2.6%


2.8%



Interest expense from clearing services

0.1%


0.0%


0.1%


0.1%



Total interest and transaction-based expenses

17.1%


22.1%


18.0%


21.7%



Revenues, net of interest and transaction-based expenses

100.0%


100.0%


100.0%


100.0%












Expenses










Compensation and employee benefits

69.8%


67.8%


68.9%


67.9%



Communications and market data

7.2%


6.9%


6.9%


6.8%



Travel and promotion

4.3%


4.0%


4.0%


4.0%



Rent and occupancy

4.2%


3.5%


4.1%


3.6%



Depreciation and amortization

4.7%


4.2%


4.5%


4.2%



Professional fees

5.4%


3.2%


4.2%


3.3%



Interest on borrowings

4.4%


3.6%


4.1%


3.7%



Impairment of goodwill

65.3%


0.0%


31.3%


0.0%



Other expenses

3.9%


2.9%


3.8%


4.6%



Total other expenses

169.2%


96.1%


131.8%


98.1%












(Loss) income before (benefit from) provision for income taxes

-69.2%


3.9%


-31.8%


1.9%












(Benefit from) provision for income taxes

-16.8%


0.4%


-7.8%


-1.0%












Net (loss) income before attribution to non-controlling stockholders

-52.4%


3.5%


-24.0%


2.9%












Less: Net income attributable to non-controlling interests

0.1%


0.1%


0.1%


0.1%


GFI's net (loss) income

-52.5%


3.4%


-24.1%


2.8%












GFI Group Inc. and Subsidiaries


Selected Financial Data (unaudited)


(Dollars in thousands except per share data)
































Three Months Ended




Six Months Ended






June 30,




June 30,






2014


2013




2014


2013
















Brokerage Revenues by Product Categories:












Fixed Income



$ 43,858


$ 48,578




$ 95,593


$ 95,320



Financial



46,659


54,414




98,198


106,330



Equity



25,687


31,106




55,730


64,322



Commodity



39,436


39,940




79,223


84,703

















Total brokerage revenues


$ 155,640


$ 174,038




$ 328,744


$ 350,675






























Brokerage Revenues by Geographic Region:













Americas



$ 55,254


$ 72,704




$ 116,590


$ 141,483



Europe, Middle East, and Africa


83,318


79,912




175,887


169,254



Asia-Pacific



17,068


21,422




36,267


39,938

















Total brokerage revenues


$ 155,640


$ 174,038




$ 328,744


$ 350,675






























































June 30,


December 31,












2014


2013






















Consolidated Statement of Financial Condition Data:












Cash and cash equivalents


$ 172,783


$ 174,606









Cash held at clearing organizations, net of customer cash

58,204


52,414









GFI's total balance sheet cash



230,987


227,020









Balance sheet cash per share


1.83


1.84























Total assets (1)



1,441,509


1,161,542









Total debt



250,000


250,000









Stockholders' equity



310,538


407,276




































Selected Statistical Data:














Brokerage personnel headcount(2) (4)

1,057


1,121









Employees



2,062


2,087









Broker productivity for the period(3) (4)

$ 145


$ 127




































(1)

Total assets include receivables from brokers, dealers and clearing organizations of $666.7 million and $295.7 million at June 30, 2014 and December 31, 2013, respectively. These receivables primarily represent securities transactions entered into in connection with our matched principal business which have not settled as of their stated settlement dates, as well as balances with clearing organizations. These receivables are substantially offset by corresponding payables to brokers, dealers and clearing organizations and to clearing customers, for these unsettled transactions.






(2)

Brokerage personnel headcount includes brokers, traders, trainees and clerks.






(3)

Broker productivity is calculated as brokerage revenues divided by average monthly brokerage personnel headcount for the quarter.








(4)

In the quarter ending March 31, 2014, GFI reclassified certain employees that had previously been included in "Brokerage personnel headcount" to back-office support roles. The impact to broker productivity was immaterial in all periods presented.






GFI Group Inc. and Subsidiaries


Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)


(In thousands except share and per share data)




















Three Months Ended


Six Months Ended




June 30,


June 30,




2014


2013


2014


2013












GAAP revenues


$ 218,105


$ 242,278


$ 458,844


$ 486,670


Mark-to-market (gain) loss on forward hedges of future foreign currency revenues


(100)


319


(27)


(650)


Net loss on available-for-sale investments


431


-


48


-


Fair value mark-to-market gain on contingent consideration/future purchase commitment

(2,709)


(1,459)


(2,709)


(2,203)


Fair value mark-to-market loss on warrants on investee shares


-


-


-


22


Total Non-GAAP Revenues


215,727


241,138


456,156


483,839












GAAP interest and transaction-based expenses


31,776


43,846


70,088


86,721












Non-GAAP revenues, net of interest and transaction-based expenses


183,951


197,292


386,068


397,118












GAAP other expenses


315,277


190,845


512,201


392,267


Amortization of intangibles


(2,448)


(2,471)


(4,917)


(4,969)


Writedown of investment in unconsolidated affiliate


-


-


(611)


-


Impairment of goodwill


(121,619)


-


(121,619)


-


Modification of compensation arrangements for departing executive


(2,289)


-


(2,289)


-


Expenses from start-up operations


-


(160)


-


(8,573)


Professional fees related to restructuring


(3,250)


-


(3,250)


-


Non-GAAP other expenses


185,671


188,214


379,515


378,725












Non-GAAP pre-tax (loss) income


(1,720)


9,078


6,553


18,393












Income tax impact on Non-GAAP items


28,171


1,097


28,732


5,164


Plus: Non-operating adjustment for the recognition of a tax benefit related to interest income
between international affiliates


-


-


-


2,655


Non-GAAP (benefit from) provision for income taxes


(3,106)


1,816


(1,451)


3,679












Less: Net income attributable to non-controlling interests


125


177


531


457












GFI's Non-GAAP net income


$ 1,261


$ 7,085


$ 7,473


$ 14,257












Non-GAAP diluted net income per share


$ 0.01


$ 0.06


$ 0.06


$ 0.11












Pre-tax adjustments to arrive at cash earnings










Amortization of RSUs


5,855


7,360


13,210


15,502


Amortization of prepaid sign-on and retention bonuses


5,735


7,278


12,328


13,390


Depreciation and other amortization (excluding intangibles)


6,349


5,863


12,476


11,673


Total pre-tax adjustments to cash earnings


17,939


20,501


38,014


40,565












Non-GAAP pre-tax cash earnings from ongoing operations


16,219


29,579


44,567


58,958












Non-GAAP (benefit from) provision for income taxes


(3,106)


1,816


(1,451)


3,679












Less: Net income attributable to non-controlling interests


125


177


531


457












GFI's Non-GAAP net cash earnings from ongoing operations


$ 19,200


$ 27,586


$ 45,487


$ 54,822












Non-GAAP cash earnings per share


$ 0.15


$ 0.22


$ 0.35


$ 0.43












Weighted average shares outstanding - diluted


130,865,187


126,603,146


131,146,382


126,080,497











GFI Group Inc.










Adjusted EBITDA























($ in thousands, except share and per share amounts)

2Q13


3Q13


4Q13


1Q14


2Q14


Last twelve
months (LTM)















Net income (loss) per U.S. GAAP before attribution to non-controlling interests

$ 6,868


$ (29)


$ (30,865)


$ 4,409


$ (97,671)

















Plus: Net income attributable to non-controlling interests

(177)


(432)


(37)


(406)


(125)




GFI's net income (loss)

6,691


(461)


(30,902)


4,003


(97,796)

















Plus: Extraordinary and other non-recurring pretax items (i.e., non-GAAP adjustments)

1,491


3,488


22,751


2,770


127,228

















Plus: Interest expense

7,262


7,755


8,002


7,953


8,328

















Less: Interest income

(579)


(630)


(773)


(651)


(704)

















Plus: Income tax expense (benefit)

719


(1,127)


2,994


1,094


(31,277)

















Plus: Depreciation and amortization expense (excluding intangibles)

5,863


5,981


6,001


6,127


6,349

















Plus: Amortization of RSUs

7,360


6,870


6,951


7,355


5,855

















Plus: Amortization of prepaid sign-on and retention bonuses

7,278


5,938


6,038


6,593


5,735

















Adjusted EBITDA

$ 36,085


$ 27,814


$ 21,062


$ 35,244


$ 23,718


$ 107,838















Weighted average shares outstanding - diluted











131,146,382















Adjusted EBITDA per share (pre-tax)











$ 0.82















SOURCE GFI Group Inc.

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