FXCM Inc. (NYSE: FXCM), a leading online provider of foreign exchange,
or FX, trading and related services, today announced for the quarter
ended September 30, 2011, revenues increased to $109.1 million, compared
to $103.4 million for the second quarter 2011 and $90.5 million for the
third quarter 2010, an increase of 5% and 20% respectively. Adjusted Pro
Forma EBITDA for the third quarter 2011 was $31.4 million compared to
$28.5 million for the second quarter 2011 and $27.9 million for the
third quarter 2010, an increase of 10% and an increase of 13%,
respectively. Adjusted Pro Forma Net Income was $17.1 million, or $0.23
per share on a fully exchanged, fully diluted basis, compared to $15.6
million, or $0.21 per share for the second quarter 2011 and $16.4
million, or $0.22 per share, for the third quarter 2010, an increase of
10% and 4% of Adjusted Pro Forma Net Income, respectively. U.S. GAAP net
income for the third quarter 2011 was $3.4 million, or $0.21 cents per
fully diluted Class A share.
Adjusted Pro Forma results assume the conversion and exchange of all
FXCM Holdings, LLC units into FXCM Inc. Class A shares, resulting in the
elimination of the non-controlling interest and the corresponding
adjustment to the entity’s tax provision. In addition, Adjusted Pro
Forma results eliminate certain non-recurring charges and equity based
compensation expense.
For the nine months ended September 30, 2011 revenues increased 16% to
$307.1 million, compared to $264.2 million for the corresponding period
in 2010. Adjusted Pro Forma EBITDA for the year was $85.5 million,
compared to $88.2 million, for the corresponding prior year period, a
decrease of 3%. Adjusted Pro Forma Net Income was $46.5 million, or
$0.62 per share on a fully exchanged, fully diluted basis, compared to
$52.2 million, or $0.69 per share, for the corresponding prior year
period, a decrease of 11%. U.S. GAAP net income for the nine months
ended September 30, 2011 was $9.5 million, or $0.56 cents per fully
diluted Class A share.
"FXCM delivered solid results in the third quarter. Our retail client
volume of $1,042 billion was a quarterly record,” said Drew Niv, Chief
Executive Officer of FXCM Inc. "We are particularly pleased that our US
operations turned in a particularly solid performance with 38%
sequential growth in volume from the second quarter 2011.”
"In addition, on October 7th we closed our acquisition of
Foreland Forex in Japan which more than doubles our presence in Japan,
the world’s largest retail FX market, and will increase our customer
equity in excess of $1 billion,” he continued.
In addition, FXCM Inc. today announced certain key operating metrics for
October 2011 for its retail and institutional foreign exchange business.
Monthly activities included:
October Monthly Metrics:
Retail Trading Metrics
-
Retail customer trading volume(1) of $339 billion in
October 2011, 8% lower than September 2011 and 24% higher than October
2010.
-
Average retail customer trading volume(1) per day of $16.2
billion in October 2011, 4% lower than September 2011 and 24% higher
than October 2010.
-
An average of 462,882 retail client trades per day in October 2011, 4%
lower than September 2011 and 39% higher than October 2010.
-
Active accounts(2) of 161,991 as of October 31, 2011, an
increase of 5,938, or 4% from September 2011, and an increase of
27,352, or 20%, from October 2010.
Institutional Trading Metrics
-
Institutional customer trading volume(1) of $174 billion in
October 2011, 35% higher than September 2011 and 159% higher than
October 2010.
-
Average institutional trading volume(1) per day of $8.3
billion in October 2011, 42% higher than September 2011 and 159%
higher than October 2010.
-
An average of 43,213 institutional client trades per day in October
2011, 90% higher than September 2011 and 969% higher than October 2010.
More information, including historical results for each of the above
metrics, can be found on the investor relations page of the Company's
corporate website, www.fxcm.com.
This operating data is preliminary and subject to revision and should
not be taken as an indication of the financial performance of FXCM Inc.
FXCM undertakes no obligation to publicly update or review previously
reported operating data. Any updates to previously reported operating
data will be reflected in the historical operating data that can be
found on the Investor Relations page of the Company’s corporate website, www.fxcm.com.
(1) Volume that FXCM customers traded in period translated
into US dollars.
(2) An account that has traded at least once in the previous
twelve months.
|
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|
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Consolidated Adjusted Pro Forma and U.S. GAAP Results
|
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Adjusted Pro Forma (thousands except per share amounts)
|
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|
|
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Three Months Ended September 30,
|
|
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Nine Months Ended September 30,
|
|
|
|
|
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2011
|
|
|
|
2010
|
|
|
% Change
|
|
|
|
2011
|
|
|
|
2010
|
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total Revenues
|
|
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$
|
109,068
|
|
|
$
|
90,531
|
|
|
20
|
%
|
|
|
$
|
307,119
|
|
|
$
|
264,153
|
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Referring broker fees
|
|
|
|
25,720
|
|
|
|
24,607
|
|
|
5
|
%
|
|
|
|
72,253
|
|
|
|
61,680
|
|
|
17
|
%
|
|
Compensation and benefits
|
|
|
|
20,835
|
|
|
|
17,826
|
|
|
17
|
%
|
|
|
|
62,142
|
|
|
|
52,325
|
|
|
19
|
%
|
|
Other expenses
|
|
|
|
31,088
|
|
|
|
20,179
|
|
|
54
|
%
|
|
|
|
87,254
|
|
|
|
61,957
|
|
|
41
|
%
|
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|
|
|
|
|
|
|
|
|
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|
|
|
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EBITDA
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|
31,425
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|
|
|
27,919
|
|
|
13
|
%
|
|
|
|
85,470
|
|
|
|
88,191
|
|
|
-3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
5,367
|
|
|
|
1,831
|
|
|
193
|
%
|
|
|
|
14,201
|
|
|
|
5,292
|
|
|
168
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Income before income taxes
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|
26,058
|
|
|
|
26,088
|
|
|
0
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%
|
|
|
|
71,269
|
|
|
|
82,899
|
|
|
-14
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Income tax provision
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|
|
|
8,932
|
|
|
|
9,678
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|
|
-8
|
%
|
|
|
|
24,820
|
|
|
|
30,667
|
|
|
-19
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
17,126
|
|
|
|
16,410
|
|
|
4
|
%
|
|
|
|
46,449
|
|
|
|
52,232
|
|
|
-11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income attributable to non-controlling interest
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|
|
-
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|
|
-
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|
|
-
|
|
|
|
|
-
|
|
|
|
-
|
|
|
-
|
|
|
|
|
|
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|
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|
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Net Income Attributable to FXCM Inc.
|
|
|
$
|
17,126
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|
|
$
|
16,410
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|
|
4
|
%
|
|
|
$
|
46,449
|
|
|
$
|
52,232
|
|
|
-11
|
%
|
|
|
|
|
|
|
|
|
|
|
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|
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Pro forma fully exchanged, fully diluted shares outstanding
|
|
|
|
74,449
|
|
|
|
75,300
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|
|
-1
|
%
|
|
|
|
74,978
|
|
|
|
75,300
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Earnings Per Share
|
|
|
$
|
0.23
|
|
|
$
|
0.22
|
|
|
6
|
%
|
|
|
$
|
0.62
|
|
|
$
|
0.69
|
|
|
-11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Unaudited U.S. GAAP (thousands except per share amounts)
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|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
2011
|
|
|
|
2010
|
|
|
% Change
|
|
|
|
2011
|
|
|
|
2010
|
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Total Revenues
|
|
|
$
|
109,068
|
|
|
$
|
90,531
|
|
|
20
|
%
|
|
|
$
|
307,119
|
|
|
$
|
264,153
|
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Referring broker fees
|
|
|
|
25,720
|
|
|
|
24,607
|
|
|
5
|
%
|
|
|
|
72,253
|
|
|
|
61,680
|
|
|
17
|
%
|
|
Compensation and benefits
|
|
|
|
22,955
|
|
|
|
17,826
|
|
|
29
|
%
|
|
|
|
68,662
|
|
|
|
52,325
|
|
|
31
|
%
|
|
Other expenses
|
|
|
|
31,350
|
|
|
|
20,179
|
|
|
55
|
%
|
|
|
|
103,516
|
|
|
|
61,957
|
|
|
67
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
|
|
29,043
|
|
|
|
27,919
|
|
|
4
|
%
|
|
|
|
62,688
|
|
|
|
88,191
|
|
|
-29
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
5,367
|
|
|
|
1,831
|
|
|
193
|
%
|
|
|
|
14,201
|
|
|
|
5,292
|
|
|
168
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
|
23,676
|
|
|
|
26,088
|
|
|
-9
|
%
|
|
|
|
48,487
|
|
|
|
82,899
|
|
|
-42
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision
|
|
|
|
8,136
|
|
|
|
(1,449
|
)
|
|
-661
|
%
|
|
|
|
10,756
|
|
|
|
3,517
|
|
|
206
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
15,540
|
|
|
|
27,537
|
|
|
-44
|
%
|
|
|
|
37,731
|
|
|
|
79,382
|
|
|
-52
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to non-controlling interest
|
|
|
|
12,142
|
|
|
|
27,537
|
|
|
-56
|
%
|
|
|
|
28,222
|
|
|
|
79,382
|
|
|
-64
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income Attributable to FXCM Inc.
|
|
|
$
|
3,398
|
|
|
$
|
-
|
|
|
|
|
|
$
|
9,509
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (in thousands)
|
|
|
$
|
3,398
|
|
|
|
|
|
|
|
$
|
9,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income per Class A Share Basic and Diluted
|
|
|
$
|
0.21
|
|
|
|
|
|
|
|
$
|
0.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Class A shares outstanding
|
|
|
|
16,468
|
|
|
|
|
|
|
|
|
16,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selected Operating Metrics
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
2011
|
|
2010
|
|
% Change
|
|
|
2011
|
|
2010
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total trading volume ($ in billions)
|
|
|
$
|
1,042
|
|
$
|
776
|
|
34
|
%
|
|
|
$
|
2,802
|
|
$
|
2,342
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total active accounts
|
|
|
|
156,053
|
|
|
134,478
|
|
16
|
%
|
|
|
|
156,053
|
|
|
134,478
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading days in period
|
|
|
|
66
|
|
|
66
|
|
|
|
|
|
195
|
|
|
194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daily average trades
|
|
|
|
438,599
|
|
|
302,438
|
|
45
|
%
|
|
|
|
366,902
|
|
|
314,337
|
|
17
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daily average trades per active account
|
|
|
|
2.8
|
|
|
2.3
|
|
22
|
%
|
|
|
|
2.5
|
|
|
2.5
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail trading revenue per million traded
|
|
|
$
|
93
|
|
$
|
104
|
|
-11
|
%
|
|
|
$
|
96
|
|
$
|
100
|
|
-4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total customer equity ($ in millions)
|
|
|
$
|
828.2
|
|
$
|
424.6
|
|
95
|
%
|
|
|
$
|
828.2
|
|
$
|
424.6
|
|
95
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Financial Measures
Adjusted Pro Forma EBITDA, Adjusted Pro Forma Net Income and Adjusted
Pro Forma Net Income per fully diluted share 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 GAAP, and
our calculations of these measures may not be comparable to similarly
entitled measures reported by other companies. See "Adjusted Pro Forma
Results” beginning on A-3 of this release for additional information
regarding these non-GAAP financial measures and for reconciliations of
such measure to the most directly comparable measures calculated in
accordance with GAAP.
Declaration of Quarterly Dividend
The company also announced today that its board of directors has
declared a quarterly dividend of $0.06 per share on its outstanding
Class A common stock. The dividend is payable on December 30, 2011 to
Class A stockholders of record at the close of business on December 19,
2011.
Conference Call
As previously announced, FXCM Inc. will host a conference call to
discuss its results at 8:15 a.m. (EST) today. This conference call will
be available to domestic participants by dialing 866.788.0546 and
857.350.1684 for international participants. The conference ID number is
23809446.
A live, audio webcast, a copy of FXCM's earnings release, and a
presentation and replay of this conference call will also be available
at http://ir.fxcm.com/.
Disclosure Regarding Forward-Looking Statements
In addition to historical information, this earnings release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, which reflect FXCM Inc.’s current views with respect to, among
other things, its operations and financial performance for the future.
You can identify these forward-looking statements by the use of words
such as "outlook,” "believes,” "expects,” "potential,” "continues,”
"may,” "will,” "should,” "seeks,” "approximately,” "predicts,”
"intends,” "plans,” "estimates,” "anticipates” or the negative version
of these words or other comparable words. Such forward-looking
statements are subject to various risks and uncertainties. Accordingly,
there are or will be important factors that could cause actual outcomes
or results to differ materially from those indicated in these
statements. FXCM Inc. believes these factors include but are not limited
to evolving legal and regulatory requirements of the FX industry, the
limited operating history of the FX industry, risks related to the
protection of its proprietary technology, risks related to its
dependence on FX market makers, market conditions and those other risks
described under "Risk Factors” in FXCM Inc.’s most recent Annual Report
on Form 10-K filed with the Securities and Exchange Commission on March
31, 2011 and subsequently filed quarterly reports on Form 10-Q.
These factors should not be construed as exhaustive and should be read
in conjunction with the other cautionary statements that are included in
this presentation 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.
About FXCM Inc.
FXCM
Inc. (NYSE: FXCM) is a global online provider of foreign exchange,
or FX, trading and related services to retail and institutional
customers world-wide.
At the heart of FXCM's client offering is No Dealing Desk FX trading.
Clients benefit from FXCM's large network of forex liquidity providers
enabling FXCM to offer competitive spreads on major currency pairs.
Clients have the advantage of mobile trading, one-click order execution
and trading from real-time charts. FXCM's U.K. subsidiary, Forex Capital
Markets Limited, offers CFD products with no re-quote trading and allows
clients to trade oil, gold, silver and stock indices along with FX on
one platform. In addition, FXCM offers educational courses on FX trading
and provides free news and market research through DailyFX.com.
Trading foreign exchange and CFDs on margin carries a high level of
risk, and may not be suitable for all. Read
full disclaimer.
|
|
|
|
|
ANNEX I
|
|
|
|
Schedule
|
|
|
Page Number
|
|
|
|
|
|
|
U.S. GAAP Results
|
|
|
|
|
Unaudited U.S. GAAP Consolidated Statements of Operations for the
Three and Nine Months Ended September 30, 2011 and 2010
|
|
|
A-1
|
|
Unaudited U.S. GAAP Consolidated Statements of Financial Condition
As of September 30, 2011 and December 31, 2010
|
|
|
A-2
|
|
|
|
|
|
|
Adjusted Pro Forma Results
|
|
|
A-3
|
|
Unaudited Adjusted Pro Forma and U.S. GAAP Consolidated Statements
of Operations for the Three Months Ended September 30, 2011
and 2010
|
|
|
A-4
|
|
Unaudited Adjusted Pro Forma and U.S. GAAP Consolidated Statements
of Operations for the Nine Months Ended September 30, 2011
and 2010
|
|
|
A-5
|
|
|
|
|
|
|
Reconciliation of EBITDA to U.S. GAAP Net Income
|
|
|
A-6
|
|
|
FXCM Inc. Consolidated Statement of Operations (In
thousands, except per share amounts) (Unaudited )
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
|
|
2011
|
|
|
|
2010
|
|
|
|
2011
|
|
|
|
2010
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail trading revenues
|
|
$
|
97,017
|
|
|
$
|
80,383
|
|
|
$
|
268,234
|
|
|
$
|
234,608
|
|
|
Institutional trading revenues
|
|
|
7,720
|
|
|
|
7,190
|
|
|
|
21,820
|
|
|
|
20,779
|
|
|
Interest Income
|
|
|
963
|
|
|
|
488
|
|
|
|
2,837
|
|
|
|
1,493
|
|
|
Other Income
|
|
|
3,368
|
|
|
|
2,470
|
|
|
|
14,228
|
|
|
|
7,273
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
109,068
|
|
|
|
90,531
|
|
|
|
307,119
|
|
|
|
264,153
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Referring broker fees
|
|
|
25,720
|
|
|
|
24,607
|
|
|
|
72,253
|
|
|
|
61,680
|
|
|
Compensation and benefits
|
|
|
22,955
|
|
|
|
17,826
|
|
|
|
68,662
|
|
|
|
52,325
|
|
|
Advertising and marketing
|
|
|
9,870
|
|
|
|
5,601
|
|
|
|
24,375
|
|
|
|
16,916
|
|
|
Communication and technology
|
|
|
8,190
|
|
|
|
6,373
|
|
|
|
23,559
|
|
|
|
19,171
|
|
|
General and administrative
|
|
|
13,197
|
|
|
|
8,178
|
|
|
|
55,356
|
|
|
|
25,792
|
|
|
Depreciation and amortization
|
|
|
5,367
|
|
|
|
1,831
|
|
|
|
14,201
|
|
|
|
5,292
|
|
|
Interest expense
|
|
|
93
|
|
|
|
27
|
|
|
|
226
|
|
|
|
78
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
85,392
|
|
|
|
64,443
|
|
|
|
258,632
|
|
|
|
181,254
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
23,676
|
|
|
|
26,088
|
|
|
|
48,487
|
|
|
|
82,899
|
|
|
Income tax provision
|
|
|
8,136
|
|
|
|
(1,449
|
)
|
|
|
10,756
|
|
|
|
3,517
|
|
|
Net income
|
|
|
15,540
|
|
|
|
27,537
|
|
|
|
37,731
|
|
|
|
79,382
|
|
|
Net income attributable to non-controlling interest
|
|
|
12,142
|
|
|
|
27,537
|
|
|
|
28,222
|
|
|
|
79,382
|
|
|
Net income attributable to FXCM, Inc.
|
|
$
|
3,398
|
|
|
$
|
-
|
|
|
$
|
9,509
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (in thousands)
|
|
$
|
3,398
|
|
|
|
|
$
|
9,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income per Class A Share
|
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
|
$
|
0.21
|
|
|
|
|
$
|
0.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Class A shares outstanding
|
|
|
16,468
|
|
|
|
|
|
16,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A-1
|
|
|
|
|
FXCM Inc. Consolidated Statements of Financial
Condition As of September 30, 2011 and December 31, 2010 (Amounts
in thousands) (Unaudited)
|
|
|
|
|
|
September 30, 2011
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
$
|
177,582
|
|
|
$
|
193,330
|
|
|
Cash and cash equivalents, held for customers
|
|
|
|
|
828,235
|
|
|
|
641,152
|
|
|
Due from brokers
|
|
|
|
|
8,136
|
|
|
|
125
|
|
|
Accounts receivables
|
|
|
|
|
16,143
|
|
|
|
18,324
|
|
|
Deferred tax asset
|
|
|
|
|
8,017
|
|
|
|
7,625
|
|
|
Tax receivable
|
|
|
|
|
546
|
|
|
|
1,643
|
|
|
Total current assets
|
|
|
|
|
1,038,659
|
|
|
|
862,199
|
|
|
|
|
|
|
|
|
|
|
Deferred tax asset
|
|
|
|
|
83,474
|
|
|
|
90,107
|
|
|
Office, communication and computer equipment, net
|
|
|
|
|
32,386
|
|
|
|
18,709
|
|
|
Intangible assets and goodwill, net
|
|
|
|
|
62,284
|
|
|
|
64,409
|
|
|
Other assets
|
|
|
|
|
17,045
|
|
|
|
12,369
|
|
|
Total assets
|
|
|
|
$
|
1,233,848
|
|
|
$
|
1,047,793
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Customer account liabilities
|
|
|
|
$
|
828,235
|
|
|
$
|
641,152
|
|
|
Accounts payable and accrued expenses
|
|
|
|
|
52,273
|
|
|
|
37,470
|
|
|
Due to brokers
|
|
|
|
|
694
|
|
|
|
13,314
|
|
|
Deferred tax liability - current
|
|
|
|
|
1,650
|
|
|
|
1,844
|
|
|
Due to related parties - pursuant to tax receivable agreement
|
|
|
|
|
3,744
|
|
|
|
3,817
|
|
|
Deferred revenue
|
|
|
|
|
-
|
|
|
|
6,000
|
|
|
Total current liabilities
|
|
|
|
|
886,596
|
|
|
|
703,597
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liability
|
|
|
|
|
4,735
|
|
|
|
5,770
|
|
|
Due to related parties - pursuant to tax receivable agreement
|
|
|
|
|
67,702
|
|
|
|
70,419
|
|
|
Total liabilities
|
|
|
|
|
959,033
|
|
|
|
779,786
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity
|
|
|
|
|
|
|
|
Class A common stock, par value $0.01 per share;
|
|
|
|
|
|
3,000,000 shares authorized, 15,368,028 and 17,319,000 shares issued and
outstanding as of September 30, 2011, and December 31, 2010,
respectively
|
|
|
|
154
|
|
|
|
173
|
|
|
Class B common stock, par value $0.01 per share;
|
|
|
|
|
|
1,000,000 shares authorized, 100 and 0 shares issued and
outstanding as of September 30, 2011, and December 31, 2010,
respectively
|
|
|
|
1
|
|
|
|
1
|
|
|
Additional paid-in-capital
|
|
|
|
|
87,215
|
|
|
|
101,848
|
|
|
Retained earnings
|
|
|
|
|
6,661
|
|
|
|
146
|
|
|
Accumulated other comprehensive income
|
|
|
|
|
67
|
|
|
|
52
|
|
|
Total stockholders' equity of FXCM, Inc.
|
|
|
|
|
94,098
|
|
|
|
102,220
|
|
|
Non-controlling interest
|
|
|
|
|
180,717
|
|
|
|
165,787
|
|
|
Total stockholders' equity
|
|
|
|
|
274,815
|
|
|
|
268,007
|
|
|
Total liabilities and stockholders' equity
|
|
|
|
$
|
1,233,848
|
|
|
$
|
1,047,793
|
|
|
|
|
|
|
|
|
|
|
A-2
|
|
|
Adjusted Pro Forma Results
Throughout the discussion of FXCM Inc.’s results, information is
presented on an Adjusted Pro Forma basis, which is a non-generally
accepted accounting principles ("non-GAAP”) measure. Adjusted Pro Forma
results begin with information prepared in accordance with accounting
principles generally accepted in the United States of America ("U.S.
GAAP”), adjusted to exclude certain items and reflects the conversion of
all units of FXCM Holdings, LLC for shares of Class A common stock of
FXCM Inc. FXCM believes that the disclosed Adjusted Pro Forma measures
and any adjustments thereto, 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. The Company uses these measures to evaluate its
operating performance, as well as the performance of individual
employees. These measures should not be considered a substitute for, or
superior to, measures of financial performance prepared in accordance
with U.S. GAAP. The differences between Adjusted Pro Forma and U.S. GAAP
results are as follows:
|
|
1.
|
|
Assumed Exchange of Units of FXCM Holdings, LLC for FXCM Inc. Class
A Shares. As a result of the exchange of FXCM Holdings units, the
non-controlling interest related to these units is converted to
controlling interest. The Company’s management believes that it is
useful to provide the per-share effect associated with the assumed
exchange of all FXCM Holdings units.
|
|
|
|
|
|
|
|
2.
|
|
Stock Based Compensation Expense. Adjustments have been made to the
Adjusted Pro Forma Earnings to eliminate expense relating to stock
based compensation. The Company’s management believes it is useful
to provide the effects of eliminating these expenses.
|
|
|
|
|
|
|
|
3.
|
|
Income Taxes. Prior to the initial public offering FXCM was
organized as a series of limited liability companies and foreign
corporations, and even following the initial public offering not all
of the Company’s income is subject to corporate-level taxes. As a
result, adjustments have been made to the Adjusted Pro Forma
earnings to assume that the Company has adopted a conventional
corporate tax structure and is taxed as a C corporation in the U.S.
at the prevailing corporate rates, that all deferred tax assets
relating to foreign operations are fully realizable within the
structure on a consolidated basis and that adjustments for deferred
tax assets related to the ultimate tax deductions for equity-based
compensation awards are recorded directly to stockholders’ equity.
This assumption is consistent with the assumption that all of FXCM
Holdings’ units are exchanged for shares of FXCM Inc. Class A common
stock, as discussed in Item 1 above, as the assumed exchange would
change the tax structure of the Company.
|
|
|
|
|
|
|
|
4.
|
|
Regulatory Reserve. During the nine months ended September 30, 2011,
the Company established a reserve of $16.3 million regarding a
settlement with the NFA and the CFTC relating to trade execution
activities. Pursuant to an agreement with a subsidiary of FXCM
Holdings LLC, certain founding members of FXCM Holdings agreed to
reimburse the cost of these matters, up to $16.3 million. In July
2011 and August 2011, $16.0 million and $0.3 million of additional
capital was provided by the respective founding members and their
capital accounts were increased and decreased for the funding and
expense, respectively, in accordance with their membership interest
in Holdings. Consequently there was no impact to FXCM Inc.'s net
income for the three and nine months ended September 30, 2011 as the
expense was allocated to the respective members for such expenses as
permitted under terms of Holdings’ LLC agreement. The Company
believes it is useful to provide the effects of eliminating these
expenses.
|
|
|
|
|
|
|
A-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FXCM Inc. Adjusted Pro Forma Consolidated
Statements of Operations (In thousands, except per
share amounts) (Unaudited)
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
|
2011
|
|
|
2010
|
|
|
|
|
As Reported
|
|
|
|
Adjustments
|
|
|
Adjusted Pro Forma
|
|
|
As Reported
|
|
|
|
Adjustments
|
|
|
Adjusted Pro Forma
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail trading revenues
|
|
$
|
97,017
|
|
|
|
|
-
|
|
|
|
$
|
97,017
|
|
|
$
|
80,383
|
|
|
|
|
|
-
|
|
|
|
$
|
80,383
|
|
|
Institutional trading revenues
|
|
|
7,720
|
|
|
|
|
-
|
|
|
|
|
7,720
|
|
|
|
7,190
|
|
|
|
|
|
-
|
|
|
|
|
7,190
|
|
|
Interest income
|
|
|
963
|
|
|
|
|
-
|
|
|
|
|
963
|
|
|
|
488
|
|
|
|
|
|
-
|
|
|
|
|
488
|
|
|
Other income
|
|
|
3,368
|
|
|
|
|
-
|
|
|
|
|
3,368
|
|
|
|
2,470
|
|
|
|
|
|
-
|
|
|
|
|
2,470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
109,068
|
|
|
|
|
-
|
|
|
|
|
109,068
|
|
|
|
90,531
|
|
|
|
|
|
-
|
|
|
|
|
90,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Referring broker fees
|
|
|
25,720
|
|
|
|
|
-
|
|
|
|
|
25,720
|
|
|
|
24,607
|
|
|
|
|
|
-
|
|
|
|
|
24,607
|
|
|
Compensation and benefits
|
|
|
22,955
|
|
|
|
|
(2,120
|
)
|
(1)
|
|
|
20,835
|
|
|
|
17,826
|
|
|
|
|
|
-
|
|
|
|
|
17,826
|
|
|
Advertising and marketing
|
|
|
9,870
|
|
|
|
|
-
|
|
|
|
|
9,870
|
|
|
|
5,601
|
|
|
|
|
|
-
|
|
|
|
|
5,601
|
|
|
Communication and technology
|
|
|
8,190
|
|
|
|
|
-
|
|
|
|
|
8,190
|
|
|
|
6,373
|
|
|
|
|
|
-
|
|
|
|
|
6,373
|
|
|
General and administrative
|
|
|
13,197
|
|
|
|
|
(262
|
)
|
(2)
|
|
|
12,935
|
|
|
|
8,178
|
|
|
|
|
|
-
|
|
|
|
|
8,178
|
|
|
Depreciation and amortization
|
|
|
5,367
|
|
|
|
|
-
|
|
|
|
|
5,367
|
|
|
|
1,831
|
|
|
|
|
|
-
|
|
|
|
|
1,831
|
|
|
Interest expense
|
|
|
93
|
|
|
|
|
-
|
|
|
|
|
93
|
|
|
|
27
|
|
|
|
|
|
-
|
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
85,392
|
|
|
|
|
(2,382
|
)
|
|
|
|
83,010
|
|
|
|
64,443
|
|
|
|
|
|
-
|
|
|
|
|
64,443
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
23,676
|
|
|
|
|
2,382
|
|
|
|
|
26,058
|
|
|
|
26,088
|
|
|
|
|
|
-
|
|
|
|
|
26,088
|
|
|
Income tax provision
|
|
|
8,136
|
|
|
|
|
796
|
|
(3)
|
|
|
8,932
|
|
|
|
(1,449
|
)
|
|
|
|
|
11,127
|
|
(3)
|
|
|
9,678
|
|
|
Net income
|
|
|
15,540
|
|
|
|
|
1,586
|
|
|
|
|
17,126
|
|
|
|
27,537
|
|
|
|
|
|
(11,127
|
)
|
|
|
|
16,410
|
|
|
Net income attributable to non-controlling interest
|
|
|
12,142
|
|
|
|
|
(12,142
|
)
|
(4)
|
|
|
-
|
|
|
|
27,537
|
|
|
|
|
|
(27,537
|
)
|
(4)
|
|
|
-
|
|
|
Net income attributable to FXCM Inc.
|
|
$
|
3,398
|
|
|
|
$
|
13,728
|
|
|
|
$
|
17,126
|
|
|
$
|
-
|
|
|
|
|
$
|
16,410
|
|
|
|
$
|
16,410
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma fully exchanged, fully diluted shares outstanding
|
|
|
|
74,449
|
(5)
|
|
|
|
|
|
|
|
|
|
75,300
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Pro Forma net income per fully exchanged, fully diluted
shares outstanding
|
|
|
$
|
0.23
|
|
|
|
|
|
|
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents the elimination of equity-based
compensation.
|
|
|
|
(2) Represents an adjustment to reflect a reserve
established relating to a settlement with the NFA and CFTC regarding
trade execution activities. Pursuant to an agreement with a
subsidiary of FXCM Holdings, certain founding members of FXCM
Holdings agreed to reimburse the cost of these matters up to $16.0
million plus additional amounts as approved by such founding
members. $16.0 million and $0.3 million were recorded in July 2011
and August 2011, respectively. Consequently, there was no impact to
FXCM Inc.'s net income for the three and nine months ended September
30, 2011 as the entire expense was allocated to such founding
members. $16.3 million of additional capital was provided by the
respective founding members.
|
|
|
|
(3) Represents an adjustment to reflect the assumed
effective corporate tax rate of approximately 34.3% and 37.1% for
the three months ended September 30, 2011 and 2010, respectively,
which includes a provision for U.S. federal income taxes and assumes
the highest statutory rates apportioned to each state, local and/or
foreign jurisdiction. The adjustment assumes full exchange of
existing unitholders FXCM Holdings, LLC units for shares of Class A
common stock of the Company.
|
|
|
|
(4) Represents the elimination of the non-controlling
interest associated with the ownership by existing unitholders of
FXCM Holdings, LLC (excluding FXCM, Inc.), as if the unitholders had
fully exchanged their FXCM Holdings, LLC units for shares of Class A
common stock of the Company.
|
|
|
|
(5) Fully diluted shares assuming all unitholders had
fully exchanged their FXCM Holdings, LLC units for shares of Class A
common stock of the Company.
|
|
|
|
A-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FXCM Inc. Adjusted Pro Forma Consolidated
Statements of Operations (In thousands, except per
share amounts) (Unaudited )
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
2011
|
|
|
|
2010
|
|
|
|
|
|
As Reported
|
|
|
|
Adjustments
|
|
|
Adjusted Pro Forma
|
|
|
|
As Reported
|
|
|
|
Adjustments
|
|
|
Adjusted Pro Forma
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail trading revenues
|
|
|
$
|
268,234
|
|
|
|
|
-
|
|
|
|
$
|
268,234
|
|
|
|
$
|
234,608
|
|
|
|
|
-
|
|
|
|
$
|
234,608
|
|
|
Institutional trading revenues
|
|
|
|
21,820
|
|
|
|
|
-
|
|
|
|
|
21,820
|
|
|
|
|
20,779
|
|
|
|
|
-
|
|
|
|
|
20,779
|
|
|
Interest income
|
|
|
|
2,837
|
|
|
|
|
-
|
|
|
|
|
2,837
|
|
|
|
|
1,493
|
|
|
|
|
-
|
|
|
|
|
1,493
|
|
|
Other income
|
|
|
|
14,228
|
|
|
|
|
-
|
|
|
|
|
14,228
|
|
|
|
|
7,273
|
|
|
|
|
-
|
|
|
|
|
7,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
|
307,119
|
|
|
|
|
-
|
|
|
|
|
307,119
|
|
|
|
|
264,153
|
|
|
|
|
-
|
|
|
|
|
264,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Referring broker fees
|
|
|
|
72,253
|
|
|
|
|
-
|
|
|
|
|
72,253
|
|
|
|
|
61,680
|
|
|
|
|
-
|
|
|
|
|
61,680
|
|
|
Compensation and benefits
|
|
|
|
68,662
|
|
|
|
|
(6,520
|
)
|
(1)
|
|
|
62,142
|
|
|
|
|
52,325
|
|
|
|
|
-
|
|
|
|
|
52,325
|
|
|
Advertising and marketing
|
|
|
|
24,375
|
|
|
|
|
-
|
|
|
|
|
24,375
|
|
|
|
|
16,916
|
|
|
|
|
-
|
|
|
|
|
16,916
|
|
|
Communication and technology
|
|
|
|
23,559
|
|
|
|
|
-
|
|
|
|
|
23,559
|
|
|
|
|
19,171
|
|
|
|
|
-
|
|
|
|
|
19,171
|
|
|
General and administrative
|
|
|
|
55,356
|
|
|
|
|
(16,262
|
)
|
(2)
|
|
|
39,094
|
|
|
|
|
25,792
|
|
|
|
|
-
|
|
|
|
|
25,792
|
|
|
Depreciation and amortization
|
|
|
|
14,201
|
|
|
|
|
-
|
|
|
|
|
14,201
|
|
|
|
|
5,292
|
|
|
|
|
-
|
|
|
|
|
5,292
|
|
|
Interest expense
|
|
|
|
226
|
|
|
|
|
-
|
|
|
|
|
226
|
|
|
|
|
78
|
|
|
|
|
-
|
|
|
|
|
78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
|
258,632
|
|
|
|
|
(22,782
|
)
|
|
|
|
235,850
|
|
|
|
|
181,254
|
|
|
|
|
-
|
|
|
|
|
181,254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
|
48,487
|
|
|
|
|
22,782
|
|
|
|
|
71,269
|
|
|
|
|
82,899
|
|
|
|
|
-
|
|
|
|
|
82,899
|
|
|
Income tax provision
|
|
|
|
10,756
|
|
|
|
|
14,064
|
|
(3)
|
|
|
24,820
|
|
|
|
|
3,517
|
|
|
|
|
27,150
|
|
(3)
|
|
|
30,667
|
|
|
Net income
|
|
|
|
37,731
|
|
|
|
|
8,718
|
|
|
|
|
46,449
|
|
|
|
|
79,382
|
|
|
|
|
(27,150
|
)
|
|
|
|
52,232
|
|
|
Net income attributable to non-controlling interest
|
|
|
|
28,222
|
|
|
|
|
(28,222
|
)
|
(4)
|
|
|
-
|
|
|
|
|
79,382
|
|
|
|
|
(79,382
|
)
|
(4)
|
|
|
-
|
|
|
Net income attributable to FXCM Inc.
|
|
|
$
|
9,509
|
|
|
|
$
|
36,940
|
|
|
|
$
|
46,449
|
|
|
|
$
|
-
|
|
|
|
$
|
52,232
|
|
|
|
$
|
52,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma fully exchanged, fully diluted shares outstanding
|
|
|
|
74,978
|
(5)
|
|
|
|
|
|
|
|
|
|
|
75,300
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Pro Forma net income per fully exchanged, fully diluted
shares outstanding
|
|
|
$
|
0.62
|
|
|
|
|
|
|
|
|
|
|
$
|
0.69
|
|
|
(1) Represents the elimination of equity-based
compensation.
|
|
|
|
(2) Represents an adjustment to reflect a reserve
established relating to a settlement with the NFA and the CFTC
regarding trade execution activities. Pursuant to an agreement with
a subsidiary of FXCM Holdings, certain founding members of FXCM
Holdings agreed to reimburse the cost of these matters, up to $16.0
million plus additional amounts as approved by such founding
members. Consequently, there was no impact to FXCM Inc.'s net income
for the three and nine months ended September 30, 2011 as the entire
expense was allocated to such founding members. $16.3 million of
additional capital was provided by the respective founding members.
|
|
|
|
(3) Represents an adjustment to reflect the assumed
effective corporate tax rate of approximately 34.8% and 37.0% for
the nine months ended September 30, 2011 and 2010, respectively,
which includes a provision for U.S. federal income taxes and assumes
the highest statutory rates apportioned to each state, local and/or
foreign jurisdiction. The adjustment assumes full exchange of
existing unitholders FXCM Holdings, LLC units for shares of Class A
common stock of the Company.
|
|
|
|
(4) Represents the elimination of the non-controlling
interest associated with the ownership by existing unitholders of
FXCM Holdings, LLC (excluding FXCM, Inc.), as if the unitholders had
fully exchanged their FXCM Holdings, LLC units for shares of Class A
common stock of the Company.
|
|
|
|
(5) Fully diluted shares assuming all unitholders had
fully exchanged their FXCM Holdings, LLC units for shares of Class A
common stock of the Company.
|
|
|
|
A-5
|
|
|
|
|
FXCM Inc. Reconciliation of EBITDA to Net Income (In
thousands) (Unaudited )
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
|
|
Adjusted Pro Forma
|
|
U.S. GAAP
|
|
Adjusted Pro Forma
|
|
U.S. GAAP
|
|
|
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to FXCM Inc.
|
|
|
$
|
17,126
|
|
$
|
16,410
|
|
$
|
3,398
|
|
$
|
-
|
|
|
$
|
46,449
|
|
$
|
52,232
|
|
$
|
9,509
|
|
$
|
-
|
|
Net income attributable to noncontrolling interest
|
|
|
|
-
|
|
|
-
|
|
|
12,142
|
|
|
27,537
|
|
|
|
-
|
|
|
-
|
|
|
28,222
|
|
|
79,382
|
|
Provision for income taxes
|
|
|
|
8,932
|
|
|
9,678
|
|
|
8,136
|
|
|
(1,449
|
)
|
|
|
24,820
|
|
|
30,667
|
|
|
10,756
|
|
|
3,517
|
|
Depreciation and amortization
|
|
|
|
5,367
|
|
|
1,831
|
|
|
5,367
|
|
|
1,831
|
|
|
|
14,201
|
|
|
5,292
|
|
|
14,201
|
|
|
5,292
|
|
EBITDA
|
|
|
$
|
31,425
|
|
$
|
27,919
|
|
$
|
29,043
|
|
$
|
27,919
|
|
|
$
|
85,470
|
|
$
|
88,191
|
|
$
|
62,688
|
|
$
|
88,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A-6
|
