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MF Global Reports Third Quarter 2010 Results

Strategic Initiatives Offsetting Macro Headwinds

NEW YORK, Feb 04, 2010 -- MF Global Holdings Ltd. (NYSE: MF), a leading intermediary offering customized solutions in global cash, derivatives and related markets, today reported financial results for the third fiscal quarter of 2010, ended December 31, 2009.

Third Quarter Highlights

  • Revenue, net of interest and transaction-based expenses (net revenue), was $251.0 million for the third quarter versus $422.0 million for the same period last year.
  • GAAP net loss applicable to common shareholders was $22.3 million or $0.18 per basic and diluted share for the third quarter compared with net income to common shareholders of $27.9 million or $0.23 per basic and diluted share for the same period last year.1
  • Adjusted earnings per fully diluted share was $0.01 for the third quarter versus $0.17 per fully diluted share for the same period last year. 1
  • Client payables were $12.2 billion at December 31, 2009, compared with $11.8 billion at March 31, 2009. MF Global's market share in November 2009 of U.S. segregated assets was 5.8 percent.

"We advanced our growth strategy during the quarter by expanding our institutional and retail product offerings and enhancing the level of service we provide our clients," said Bernard Dan, chief executive officer of MF Global. "We experienced growth in three of our four revenue streams quarter-over-quarter, driven by solid performance in commodities, foreign exchange and retail."

Mr. Dan continued, "MF Global's ongoing commitment to our strategic initiatives continues to help offset the broader macro challenges of weak volume growth, narrow spreads and lower interest rates."

Third Quarter 2010 Financial Results

Revenue, net of interest and transaction-based expenses (net revenue), was $251.0 million in the third quarter, compared with net revenue of $422.0 million for the same period last year. The decline in net revenue was primarily due to lower interest rates and narrower spreads as well as a one-time gain of $62.1 million related to a legal settlement in the same period last year.

GAAP net loss applicable to common shareholders in the third quarter was $22.3 million, or a loss of $0.18 per basic and diluted share, compared with net income of $27.9 million or $0.23 per basic and diluted share in the same period last year.

Adjusted earnings per fully diluted share was $0.01 for the third quarter versus $0.17 per fully diluted share for the same period last year.2

"MF Global continues to demonstrate considerable progress on our plan, as we optimize our capital structure, streamline our expense base and improve our scalability," said Randy MacDonald, chief financial officer of MF Global.

"While macro conditions remain challenging, particularly in the fixed income business, shifts in government programs, such as the closing of several liquidity facility programs, could drive spreads wider in the near term," Mr. MacDonald continued. "We remain focused on improving our institutional platform by expanding, diversifying and rationalizing key businesses and believe these decisions will ultimately benefit long-term shareholders by delivering a higher growth, higher margin business."

Employee compensation and benefits (excluding non-recurring IPO awards) during the quarter totaled $151.6 million, or 60.4 percent of net revenue compared with $217.3 million, or 51.5 percent of net revenue in the same period last year. The increase in compensation and benefits percentage was primarily due to lower net revenues.

Non-compensation expense in the third quarter of 2010 was $96.3 million compared with $109.4 million for the same period last year. The decrease was primarily due to the continued rationalizing of the company's cost structure, which was partially offset by the company's domestication to Delaware and re-engineering costs associated with the effort to create a more scalable infrastructure.

Business Developments

Domicile changed to Delaware

On January 4, 2010, MF Global moved its corporate domicile from Bermuda to Delaware and changed its name to "MF Global Holdings Ltd." The change of corporate domicile and name change did not affect MF Global's day-to-day business and operations. The domestication was designed to increase flexibility in responding to the current and anticipated regulatory landscape as well as support MF Global's growth strategies, including diversifying the business within financial services.

Repayment of $200 million of revolving credit facility

The company repaid $200 million of its revolving credit facility ahead of schedule with free cash. The revolving credit facility expires in June 2012.

Approved as underwriter for the Federal Home Loan Bank and Freddie Mac

MF Global was approved by the Federal Home Loan Bank (FHLB) System as an underwriter and reallowance dealer. This approval now allows MF Global Inc., a subsidiary of MF Global Holdings Ltd., to directly participate in the underwriting of the FHLB System's debt programs, including full access to FHLB's discount window.

Additionally, MF Global has been approved as an official underwriter of Freddie Mac's debt programs. This approval now allows MF Global Inc. to directly participate in the underwriting of Freddie Mac's debt programs, including Discount Note window postings, Reference Bills, and Medium- and Long-Term Fixed Rate and Callable Debt.

Realignment of U.S. equity business

MF Global announced the strategic realignment of its U.S. equity business, including the expansion of its U.S. equity derivatives, portfolio trading and electronic trading services teams. In addition, the company reached an agreement to sell its U.S. equity interdealer broker business.

Earnings Conference Call Information

MF Global will hold a conference call to discuss the third quarter 2010 results today at 7:30 a.m. EST. The call is open to the public.

Dial-in information

U.S./Canada: +1 866 312 9464
International: +1 706 679 3255
Conference ID: 48824443

Listeners to the call should dial in approximately 10 minutes prior to the start of the call.

Webcast information

A live audio webcast of the presentation will also be available on the investor relations section of the MF Global Web site, at http://www.mfglobalinvestorrelations.com, and will be available for replay shortly after the event.

About MF Global

MF Global Holdings Ltd. (NYSE: MF), is a leading intermediary offering customized solutions in global cash, derivatives and related markets. It provides execution and clearing services for exchange-traded and over-the-counter derivative products as well as for non-derivative foreign exchange products and securities in the cash market. MF Global is uniquely diversified across products, trading markets, customers and regions. Its worldwide client base includes financial institutions, industrial groups, hedge funds and other asset managers as well as professional traders and private/retail clients. MF Global operates in 13 countries on more than 70 exchanges, providing access to some of the largest financial markets in the world and is the leader by volume on many of these markets. For more information, please visit www.mfglobal.com.

Forward-Looking Statement

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Forward-looking statements in this press release, including statements relating to the Company's future revenues and earnings, plans, strategies, objectives, expectations and intentions, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy, and some of which might not be anticipated. We caution you not to place undue reliance on these forward-looking statements. We refer you to the Company's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q on file with the Securities and Exchange Commission (SEC), and any amendments thereto, for a description of the risks and uncertainties the Company faces. This press release includes certain non-GAAP financial measures, as defined under SEC rules. A reconciliation of these measures is included in the financial information later in this release, which is available on the Company's website at www.mfglobal.com.

Non-GAAP Financial Measures

In this press release, we provide certain earnings per share ratios based on a fully diluted number of shares ("fully diluted shares"). In accordance with the regulations of the U.S. Securities and Exchange Commission (SEC), earnings per share ratios based on fully diluted shares are considered to be non-GAAP financial measures because fully diluted shares represents shares outstanding, as determined on a GAAP basis, with certain adjustments that are made outside of GAAP. We use fully diluted shares for certain ratios for the reasons described further below.

We also provide information related to "adjusted earnings per fully diluted share", which represents "adjusted earnings" (also a non-GAAP financial measure) divided by our fully diluted shares. "Adjusted earnings" excludes the following items from "Net loss/income applicable to common shareholders": Stock compensation expense related to IPO awards; Severance expense; Exchange membership gains and losses; Impairment of goodwill; a Tax rate adjustment related to our change in corporate domicile; and Broker-related loss and associated costs. We use "adjusted earnings per fully diluted share" for the same reasons why we present fully diluted share ratios and also because our management believes that the measure provides a more useful metric of our operating performance. In particular, we exclude stock compensation expense related to IPO awards and broker-related loss and associated costs because we believe that they reflect losses or expenses arising from one-time events. We exclude Impairment of goodwill; Exchange membership gains and losses; and a Tax rate adjustment related to our change in corporate domicile because we believe that these gains and losses do not reflect our operating performance and do not help our shareholders understand our past or future financial performance, even though accounting rules require us to record these gains and losses.

"Adjusted earnings per fully diluted share" for the three months ended December 31, 2008 as reported in this press release, differs from "adjusted earnings per fully diluted share" for the three months ended December 31, 2008, as reported in our press release dated February 5, 2009. Because of a change in SEC guidance, we now exclude two items from "adjusted earnings" that we previously did not exclude: severance expense and foreign currency translation loss.

The presentation of fully diluted shares and ratios based on fully diluted shares are not intended to be considered in isolation from, as a substitute for or as superior to, the financial information prepared and presented in accordance with GAAP, and our presentation of this measure may be different from non-GAAP financial measures used by other companies.

To determine fully diluted shares, both the numerator and denominator of the EPS calculation require adjustment. For the numerator, interest and amortization of issuance costs on our Convertible Notes, net of tax and dividends on the Series A and B Preferred Stock must be added back to net loss/income applicable to common shareholders. For the denominator, weighted average shares of common stock outstanding is adjusted at December 31, 2009 and 2008 to add back shares underlying restricted stock and stock unit awards ("IPO awards") granted in connection with our IPO which are not considered dilutive under U.S. GAAP and, therefore, not included in diluted shares of common stock outstanding. These shares are not considered dilutive because, in part, of the value of these awards in relation to the market price of our shares of outstanding common stock. In addition, shares of common stock outstanding are also adjusted at December 31, 2009 and 2008 to include the impact of our outstanding Series A Preferred Stock, Series B Preferred Stock and Convertible Notes, on an if-converted basis. For the three months ended December 31, 2009 weighted average shares of common stock outstanding is adjusted by 4.2 million, 12.0 million, 14.4 million and 19.6 million shares, related to IPO awards, Series A Preferred Stock, Series B Preferred Stock and Convertible Notes, respectively. For the three months ending December 31, 2008 common shares outstanding is adjusted for 4.6 million, 12.0 million, 14.4 million and 20.1 million, related to IPO awards, Series A Preferred Stock, Series B Preferred Stock and Convertible Notes, respectively. We believe it is meaningful to investors to present ratios based on fully diluted shares because it demonstrates the dilution that investors will experience at the end of the three-year vesting period of our IPO awards and when our Series A Preferred Stock, Series B Preferred Stock and Convertible Notes are converted. It is also how our management internally views dilution.

1 GAAP net loss includes a number of unusual items, such as gains on exchange memberships, stock compensation expense related to IPO awards, impairment of goodwill, broker related loss costs, adjustments for tax rate changes, and severance charges.

2 Adjusted earnings per fully diluted share is a non-GAAP measure. Please see definitions of non-GAAP financial measures in this release.

MF Global Holdings Ltd.
Consolidated Statements of Operations
(Dollars in thousands, except share data)
Three months ended Nine months ended
December 31, December 31,
2009 2008 2009 2008
Revenues
Execution only commissions 81,913 80,008 240,848 306,040
Cleared commissions 275,286 278,560 797,606 1,023,415
Principal transactions 89,551 109,948 175,444 242,344
Interest income 122,043 154,424 335,067 772,502
Other 8,733 73,924 31,745 99,887
Total revenues 577,526 696,864 1,580,710 2,444,188
Interest and transaction-based expenses:
Interest expense 107,509 56,490 178,717 467,013
Execution and clearing fees 156,969 162,000 445,361 615,668
Sales commissions 62,044 56,353 182,068 191,944
Total interest and transaction-based expenses 326,522 274,843 806,146 1,274,625
Revenues, net of interest and transaction-based expenses 251,004 422,021 774,564 1,169,563
Expenses

Employee compensation and benefits (excluding non-recurring
IPO awards)

151,644 217,325 488,722 642,551
Employee compensation related to non-recurring IPO awards 7,086 4,713 25,099 39,694
Communications and technology 31,352 28,165 87,173 92,065
Occupancy and equipment costs 9,884 12,110 29,351 33,594
Depreciation and amortization 13,482 14,132 41,341 42,290
Professional fees 18,678 18,955 56,060 69,009
General and other 21,705 29,683 81,418 77,002
IPO-related costs - 6,365 894 17,100
Impairment of goodwill 1,165 - 2,325 -
Total other expenses 254,996 331,448 812,383 1,013,305
Gains/(loss) on exchange seats and shares 1,680 (946 ) 12,924 14,171
Loss on extinguishment of debt - - 9,682 -
Interest on borrowings 9,903 18,665 30,415 54,868
(Loss)/income before provision for income taxes (12,215 ) 70,962 (64,992 ) 115,561
Provision/(benefit) for income taxes 2,249 18,347 (17,154 ) 36,274
Equity in income/(loss) of unconsolidated companies (net of tax) 330 (13,785 ) 1,260 (15,417 )
Net (loss)/income (14,134 ) 38,830 (46,578 ) 63,870
Net income attributable to noncontrolling interest (net of tax) 484 100 1,525 1,338
Net (loss)/income attributable to MF Global Holdings Ltd. $ (14,618 ) $ 38,730 $ (48,103 ) $ 62,532
Dividends declared on preferred stock 7,678 7,678 23,034 10,916
Cumulative and participating dividends - 3,180 - 7,123
Net (loss)/income applicable to common shareholders $ (22,296 ) $ 27,872 $ (71,137 ) $ 44,493
(Loss)/earnings per share:
Basic $ (0.18 ) $ 0.23 $ (0.58 ) $ 0.37
Diluted $ (0.18 ) $ 0.23 $ (0.58 ) $ 0.37
Weighted average number of common stock outstanding:
Basic 123,272,712 121,790,111 123,149,652 120,782,144
Diluted 123,272,712 121,790,111 123,149,652 120,782,144
MF Global Holdings Ltd.
Consolidated Balance Sheets
(Dollars in thousands, except share data)
December 31, March 31,
2009 2009
Assets
Cash and cash equivalents $ 754,333 $ 639,183
Restricted cash and segregated securities 9,612,137 9,670,494
Securities purchased under agreements to resell 19,024,673 12,902,670
Securities borrowed 8,229,595 8,624,906
Securities received as collateral 33,362 54,488
Securities owned 12,078,180 3,605,908
Receivables:
Brokers, dealers and clearing organizations 5,368,519 2,473,341
Customers 431,651 415,532
Affiliates - 95
Other 32,904 36,884
Memberships in exchanges, at cost 6,531 6,370
Furniture, equipment and leasehold improvements, net 70,746 62,717
Intangible assets, net 131,828 151,688
Other assets 208,528 191,359
TOTAL ASSETS 55,982,987 38,835,635
Liabilities and Equity
Short-term borrowings, including current portion of long-term borrowings 151,535 148,835
Securities sold under agreements to repurchase 31,314,770 14,271,698
Securities loaned 681,226 5,951,679
Obligation to return securities borrowed 33,362 54,488
Securities sold, not yet purchased, at fair value 5,055,963 2,884,591
Payables:
Brokers, dealers and clearing organizations 4,405,061 1,077,379
Customers 12,209,253 11,766,390
Affiliates - 1,602
Gains on exchange seats and shares 184,317 293,207
Long-term borrowings 499,030 938,007
TOTAL LIABILITIES 54,534,517 37,387,876
Preferred stock, $1.00 par value per share
Series A Convertible, cumulative 96,167 96,167
Series B Convertible, non-cumulative 128,035 128,035
Equity
Common stock, $1.00 par value per share 121,546 120,723
Treasury stock (214 ) (97 )
Receivable from shareholder (29,779 ) (29,779 )
Additional paid-in capital 1,362,181 1,335,449
Accumulated other comprehensive income (net of tax) (5,192 ) (24,015 )
Accumulated deficit (239,600 ) (191,497 )
Noncontrolling interest 15,326 12,773
TOTAL EQUITY 1,224,268 1,223,557
TOTAL LIABILITIES AND EQUITY $ 55,982,987 $ 38,835,635
Supplementary Data
The table below calculates total principal transactions revenue for the periods presented:
Three months ended Nine months ended
December 31, December 31,
2009 2008 2009 2008
(dollars in millions) (dollars in millions)
Principal transactions $ 89.6 $ 109.9 $ 175.4 $ 242.3

Net interest generated from principal transactions and related
financing transactions

(28.4 ) 51.4 50.3 112.8
Total principal transactions revenue $ 61.2 $ 161.3 $ 225.7 $ 355.1
The table below provides an analysis of the components of net interest income for the periods presented:
Three months ended Nine months ended
December 31, December 31,
2009 2008 2009 2008
(dollars in millions) (dollars in millions)
Net interest generated from client payables and excess cash $ 42.9 $ 46.5 $ 106.1 $ 192.6

Net interest generated from principal transactions and related
financing transactions

(28.4 ) 51.4 50.3 112.8
Total net interest income $ 14.5 $ 97.9 $ 156.4 $ 305.4
The table below calculates net revenues from client payables and excess cash for the periods presented:
Three months ended Nine months ended
December 31, December 31,
2009 2008 2009 2008
(dollars in millions) (dollars in millions)
Net interest generated from client payables and excess cash $ 42.9 $ 46.5 $ 106.1 $ 192.6
Principal transactions revenues from investment of client payables 1.3 31.1 4.2 32.3
Total net revenues from client payables and excess cash $ 44.2 $ 77.6 $ 110.3 $ 224.9
The table below presents volumes for the periods presented:
Three months ended Nine months ended
December 31, December 31,
2009 2008 2009 2008
(contracts in millions) (contracts in millions)
Execution-only volumes 108.9 125.1 353.4 423.7
Cleared volumes 316.1 277.4 897.1 1,022.8
Total exchange-traded futures and options volumes 425.0 402.5 1,250.5 1,446.5
Supplementary Data (continued)

GAAP net loss for the three months ended December 31, 2009 includes the following amounts and earnings per share effect
based on a basic and fully diluted number of shares:

Pre-tax After-tax Per
Amount Amount Per Fully Diluted
(millions) (millions) Basic Shares (2) Shares (3)
Shares outstanding (in millions) 123.3 173.5
GAAP $ (12.2 ) $ (22.3 ) (0.18 ) -
Stock compensation expense related to IPO awards 7.1 7.1 0.04
Severance expense 1.3 0.8 0.01
Tax rate adjustment related to the change in domicile - 1.9 0.01
Other adjustments (1) (0.2 ) (0.3 ) -
Anti-dilutive impact of fully diluted number of shares - 14.2 0.13
Adjusted $ (4.0 ) $ 1.4 0.01
(1) Other adjustments includes exchange membership gains, impairment of goodwill and broker related loss costs.
(2) Calculated using after-tax amounts and 123.3 million shares outstanding
(3) Calculated using after-tax amounts and fully diluted shares of 173.5 million, which is a non-GAAP financial measure. Please see definitions of non-GAAP financial measures in this release.

GAAP net income for the three months ended December 31, 2008 includes the following amounts and earnings per share
effect based on a basic and fully diluted number of shares:

Pre-tax After-tax Per
Amount Amount Per Fully Diluted
(millions) (millions) Basic Shares (2) Shares (3)
Shares outstanding (in millions) 121.8 172.9
GAAP $ 71.0 $ 27.9 0.23 -
Litigation settlement reimbursement (54.6 ) (43.4 ) (0.25 )
Severance expense 11.7 9.5 0.06
IPO related costs 6.4 6.4 0.04
Stock compensation expense related to IPO awards 4.7 4.3 0.02
Other adjustments (1) (1.6 ) (1.3 ) (0.01 )
Tax adjustments - (4.1 ) (0.02 )
USFE impairment loss - 13.6 0.08
Anti-dilutive impact of fully diluted number of shares - 17.4 0.02
Adjusted $ 37.6 $ 30.3 0.17
(1) Other adjustments includes exchange membership losses, Refco integration costs, foreign currency translation losses, broker related loss costs and tax adjustments.
(2) Calculated using after-tax amounts and 121.8 million shares outstanding
(3) Calculated using after-tax amounts and fully diluted shares of 172.9 million, which is a non-GAAP financial measure. Please see definitions of non-GAAP financial measures in this release.

SOURCE: MF Global Holdings Ltd.

MF Global Holdings Ltd.
Investor:
Lisa Kampf, +1 212-589-6592
lkampf@mfglobal.com
or
Media:
Melissa Jarmel, +1 312-548-1287
mjarmel@mfglobal.com