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| BGCP > SEC Filings for BGCP > Form 10-Q on 5-Nov-2009 | All Recent SEC Filings |
5-Nov-2009
Quarterly Report
The following discussion of BGC Partners, Inc. financial condition and results of operations should be read together with BGC Partners, Inc. condensed consolidated financial statements and notes to those statements, included elsewhere in this document. When used herein, the terms "BGC Partners," "BGC" the "Company," "we," "us" and "our" refer to BGC Partners, Inc., including consolidated subsidiaries.
This Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such
statements are based upon current expectations that involve risks and
uncertainties. Any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. For example,
words such as "may," "will," "should," "estimates," "predicts," "potential,"
"continue," "strategy," "believes," "anticipates," "plans," "expects," "intends"
and similar expressions are intended to identify forward-looking statements.
Our actual results and the outcome and timing of certain events may differ significantly from the expectations discussed in the forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to:
• our relationship with Cantor Fitzgerald, L.P. and its affiliates ("Cantor") and any related conflicts of interest, competition for and retention of brokers and other managers and key employees, reliance on Cantor for liquidity and capital and other relationships;
• pricing and commissions and market position with respect to any of our products and services and those of our competitors;
• the effect of industry concentration and reorganization, reduction of customers and consolidation;
• liquidity, clearing capital requirements and the impact of recent credit market events;
• market conditions, including trading volume and volatility, and further deterioration of the equity and debt capital markets;
• economic or geopolitical conditions or uncertainties;
• the extensive regulation of the Company's businesses, changes in regulations relating to the financial services industry, and risks relating to compliance matters;
• factors related to specific transactions or series of transactions, including credit, performance and unmatched principal risk, as well as counterparty failure, and the impact of fraud and unauthorized trading;
• the costs and expenses of developing, maintaining and protecting intellectual property, including judgments or settlements paid or received in connection with intellectual property, or employment or other litigation and their related costs;
• certain financial risks, including the possibility of future losses and negative cash flow from operations, potential liquidity and other risks relating to the ability to obtain financing or refinancing of existing debt and risks of the resulting leverage, as well as interest and currency rate fluctuations;
• the ability to enter new markets or develop new products, trading desks, marketplaces or services and to induce customers to use these products, trading desks, marketplaces or services and to secure and maintain market share;
• the ability to enter into marketing and strategic alliances and other transactions, including acquisitions, dispositions, reorganizations, partnering opportunities and joint ventures, and the integration of any completed transactions;
• the ability to hire new personnel;
• the ability to expand the use of technology for our hybrid platform, including hybrid and fully electronic trading;
• effectively managing any growth that may be achieved;
• financial reporting, accounting and internal control factors, including identification of any material weaknesses in our internal controls and our ability to prepare historical and pro forma financial statements and reports in a timely manner;
• the effectiveness of risk management policies and procedures and the impact of unexpected market moves and similar events;
• the ability to meet expectations with respect to payment of dividends, distributions and repurchases of our common stock or purchases of BGC Holdings, L.P. ("BGC Holdings") limited partnership interests or other equity interests in our subsidiaries, including from Cantor, our executive officers, and our employees; and
• the risks and other factors described herein under the heading "Item 1A-Risk Factors" as set forth in this and other reports on Form 10-Q and in our Annual Report on Form 10-K.
The foregoing risks and uncertainties, as well as those risks discussed under the heading "Item 3-Quantitative and Qualitative Disclosures About Risk" and elsewhere in the Company's Form 10-Q, may cause actual results to differ materially from the forward-looking statements. The information included herein is given as of the filing date of this Form 10-Q with the SEC, and future events or circumstances could differ significantly from these forward-looking statements. 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.
This discussion summarizes the significant factors affecting our results of operations and financial condition during the three and nine months ended September 30, 2009 and 2008. This discussion is provided to increase the understanding of, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this Report.
Overview
BGC Partners is a leading global financial intermediary to the financial markets specializing in the brokering of a broad range of financial products globally, including fixed income securities, interest rate swaps, foreign exchange, equities, equity derivatives, credit
derivatives, commodities, futures, structured products and other instruments. BGC Partners also provides a full range of services, including trade execution, broker-dealer services, clearing, processing, information, and other back office services to a broad range of financial and non-financial institutions. Through its eSpeed and BGCantor Market Data brands, BGC Partners also offers financial technology solutions and market data and analytics related to select financial instruments and markets. BGC Partners' customers include many of the world's largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments and investment firms. BGC Partners' integrated platform is designed to provide flexibility to customers with regard to price discovery, execution and processing of transactions, and enables them to use voice, hybrid, or, where available, fully electronic brokerage services in connection with transactions executed either OTC or through an exchange. BGC Partners has offices in New York and London, as well as in Beijing (representative office), Chicago, Copenhagen, Hong Kong, Istanbul, Johannesburg, Mexico City, Moscow, Nyon, Paris, Rio de Janeiro, Sao Paulo, Seoul, Singapore, Sydney, Tokyo and Toronto.
Prior to the events of September 11, 2001, BGC Partners' brokerage business was widely recognized as one of the leading full-service wholesale inter-dealer brokers in the world. After September 11, 2001 and the loss of the majority of its U.S.-based employees, its brokerage business operated primarily in Europe. In August 2004, Cantor announced the restructuring of its inter-dealer brokerage business, renaming it "BGC," in honor of B. Gerald Cantor, Cantor's co-founder and a pioneer in screen brokerage services and fixed income market data products. Over the past several years, BGC Partners has re-established its U.S. presence and has continued to expand its global presence through the acquisition and integration of established brokerage companies and the hiring of experienced brokers. Through these actions, BGC Partners has been able to expand its presence in key markets and position its business for sustained growth.
On April 1, 2008, BGC Partners, LLC merged with and into eSpeed Inc. to form BGC Partners. eSpeed is a leader in developing and deploying electronic marketplaces and related trading technology that offers traders access to some of the most liquid, efficient and neutral financial markets in the world. eSpeed is an innovator in its core electronic marketplaces, the government bond markets of the world. The merger combined eSpeed's electronic marketplaces and related electronic trading technology expertise in the government bond and its other markets with BGC Partners' traditional inter-dealer brokerage businesses. Management believes this combination will position BGC Partners as one of the few financial intermediaries with hybrid capabilities and technology thus allowing them to offer superior execution to its clients and drive higher trading volumes. Prior to the merger, BGC Partners and eSpeed had a strong relationship through a Joint Services Agreement ("JSA") under which revenues for certain services were shared. Management believes that the merger has helped drive efficiencies and align the interests of both firms so that they can better focus eSpeed's technology on supporting BGC Partners' brokerage services.
Business Environment
The financial intermediary sector has been a competitive area that has had strong revenue growth over the period from 2001 through the middle of 2008 due to several factors. One factor is the increasing use of derivatives to manage risk or to take advantage of the anticipated direction of a market by allowing holders to guard against gains or losses in the price of underlying assets without having to buy or sell the underlying assets. Derivatives are often used to mitigate the risks associated with interest rate movements, equity ownership, changes in the value of foreign currency, credit defaults by corporate and sovereign debtors and changes in the prices of commodity products. Demand from financial institutions, financial services intermediaries and large corporations have increased volumes in the wholesale derivatives market, thereby increasing the business opportunity for financial intermediaries.
Another key factor in the growth of the financial intermediary sector has been the increase in the number of new products. As market participants and their customers strive to mitigate risk, new types of equity and fixed income securities, futures, options and other financial instruments are developed. These new securities and derivatives are not immediately ready for more liquid and standardized electronic markets, and generally increase the need for trading and require broker-assisted execution.
The continuing credit crisis and ensuing global economic slowdown, has resulted in consolidation among some of the larger market participants. Most have curtailed risk taking, de-levered, and/or seen a decline in trading activity across many of their products. As a result, there has been an industry-wide slowdown in growth or outright decline in the volumes for many of the OTC and listed products we broker. At the same time, the continued high volatility by historical standards and decrease in the number of market participants has led to widening spreads in certain markets.
As some of our largest customers reduce their staffing levels in many of the markets in which we operate, full-service financial intermediaries may see increased opportunity to be the outsourced provider of market intelligence, operational expertise and liquidity to help our clients as they seek to operate in the current uncertain economic climate. BGC Partners has invested significantly to capitalize on the current business environment through acquisitions, technology spending and the hiring of new brokers. The business climate for these acquisitions has been competitive and it is expected that these conditions will persist for the foreseeable future. BGC Partners has been able to attract businesses and brokers to its platform as it believes they recognize that BGC Partners has the scale, technology, experience and expertise to succeed in the current business environment.
Financial Highlights
Revenue Growth
Total revenues were $289.4 million and $300.9 million for the three months ended September 30, 2009, and 2008 respectively, representing a 3.8% decrease. Total revenues were $865.5 million and $943.5 million for the nine months ended September 30, 2009, and 2008 respectively, representing a 8.3% decrease. The Company's revenues for the third quarter would have been approximately $5.4 million higher if not for the increase in the value of the US dollar relative to other major currencies year-on-year. The main factors contributing to the decline were:
• an increase in the value of the U.S. dollar relative to other major currencies;
• reduced volumes across global interest rate and foreign exchange option markets;
• a decrease in the number of fixed-fee eSpeed fully electronic U.S. Treasury customers due to some industry consolidation; and
These declines were offset by:
• expansion across both product lines and geography;
• an increase in brokerage personnel year-over-year from 1,262 to 1,423;
• higher Credit revenue related to BGC's strength in cash bonds; and
• wider spreads across most asset classes.
These variances are discussed in more detail under the discussion of "Results of Operations".
Results of Operations
The following table sets forth BGC's Condensed Consolidated Statements of
Operations data expressed as a percentage of total revenues for the periods
indicated (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
(unaudited) (unaudited)
2009 2008 2009 2008
Percentage Percentage Percentage Percentage
Actual of Total Actual of Total Actual of Total Actual of Total
Results Revenues Results Revenues Results Revenues Results Revenues
Revenues:
Commissions $ 175,219 60.5 % $ 225,482 74.9 % $ 511,804 59.1 % $ 692,054 73.4 %
Principal transactions 90,608 31.3 48,832 16.2 288,307 33.3 166,790 17.7
Total brokerage revenues 265,827 91.8 274,314 91.1 800,111 92.4 858,844 91.1
Fees from related parties 14,945 5.2 19,409 6.5 43,101 5.0 58,921 6.2
Market data 4,824 1.7 4,842 1.6 13,688 1.6 15,487 1.6
Software solutions 1,759 0.6 2,109 0.7 6,027 0.7 5,646 0.6
Interest income 2,189 0.8 1,019 0.3 4,203 0.5 8,803 0.9
Other revenues 1,642 0.5 1,085 0.4 4,101 0.5 731 0.1
Losses on equity investments (1,747 ) (0.6 ) (1,910 ) (0.6 ) (5,742 ) (0.7 ) (4,982 ) (0.5 )
Total revenues 289,439 100.0 300,868 100.0 865,489 100.0 943,450 100.0
Expenses:
Compensation and employee benefits 181,479 62.7 177,739 59.1 537,907 62.2 629,205 66.7
Allocation of income to
founding/working partner units 1,065 0.4 3,716 1.2 9,417 1.1 10,849 1.1
Allocation of income to REUs 662 0.2 299 0.1 3,579 0.4 551 0.1
Total compensation and employee
benefits 183,206 63.3 181,754 60.4 550,903 63.7 640,605 67.9
Occupancy and equipment 27,653 9.6 25,686 8.5 80,999 9.3 85,183 9.0
Fees to related parties 3,208 1.1 2,883 1.0 10,472 1.2 12,563 1.3
Professional and consulting fees 6,852 2.4 15,460 5.1 21,641 2.5 42,809 4.5
Communications 16,880 5.8 17,459 5.8 47,850 5.5 51,220 5.4
Selling and promotion 14,432 5.0 16,262 5.4 42,187 4.9 46,567 4.9
Commissions and floor brokerage 4,084 1.4 3,418 1.1 11,834 1.4 13,316 1.5
Interest expense 2,476 0.9 2,217 0.8 7,385 0.9 13,508 1.5
Other expenses 22,593 7.7 17,603 5.9 41,213 4.7 27,229 2.9
Total expenses 281,384 97.2 282,742 94.0 814,484 94.1 933,000 98.9
Income from continuing operations
before income taxes and
noncontrolling interest in
subsidiaries 8,055 2.7 18,126 6.0 51,005 5.9 10,450 1.1
Provision for income taxes 3,310 1.1 4,762 1.6 17,285 2.0 21,555 2.3
Consolidated net income (loss) 4,745 1.6 13,364 4.4 33,720 3.9 (11,105 ) (1.2 )
Less: Net income attributable to
noncontrolling interest in
subsidiaries 2,570 0. 9 6,511 2.2 15,397 1.8 18,591 2.0
Net income (loss) available to
common stockholders $ 2,175 0.7 % $ 6,853 2.2 % $ 18,323 2.1 % $ (29,696 ) (3.2 )%
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Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
Revenues
Brokerage Revenues
Total brokerage revenues decreased by $8.5 million, or 3.1%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. Commission revenues decreased by $50.3 million, or 22.3%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. Principal transactions revenues increased by $41.8 million, or 85.6%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008.
The decrease in rates revenues of $4.2 million was primarily driven by a reduction in industry-wide market turnover in interest rate products. During the third quarter of 2009, volumes for CME U.S. Treasury futures, CME Eurodollar contracts, ICAP Electronic US Treasuries, and trading by U.S. Federal Reserve primary dealers were down 31.8%, 22.2%, 25.6%, and 21.6%, respectively, when compared to the third quarter of 2008. In addition, there has been some consolidation among major customers, including fixed-fee fully electronic U.S. Treasury customers.
The increase in credit brokerage revenues of $11.0 million was driven primarily by continued expansion of our core credit business across all geographies, as well as our historical strength in broking cash bonds.
Foreign exchange revenues declined by $14.7 million. This was primarily due to reduced industry-wide foreign exchange option turnover.
Revenues from other asset classes fell by $0.5 million due to the global slowdown in equity markets offset by our continued growth in equity products across all geographies.
Fees from Related Parties
Fees from related parties decreased by $4.5 million, or 23.0%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. The decrease was primarily due to lower fees charged to Cantor for certain administrative and other support services in the third quarter of 2009 as a result of lower costs incurred by us to provide those services, primarily driven by reductions in temporary staff and consulting costs.
Market Data
There was no significant change in market data revenues for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. The slight decrease was primarily due to a decline in existing customer usage, consolidation among clients, and was partially offset by higher audit revenues and additional business from new clients.
Software Solutions
Software solutions revenues decreased by $0.4 million, or 16.6%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. The decrease was primarily due to a decline in futures proprietary software sales partially offset by an increase in license fees and disaster recovery services fees.
Interest Income
Interest income increased by $1.2 million, or 114.8%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. The increase was primarily due to interest received on a non-recurring value added tax reclaim that we received in the three months ended September 30, 2009.
Other Revenues
Other revenues increased by $0.6 million, or 51.3%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. The increase was driven by legal settlements received by us from our competitors for the three months ended September 30, 2009.
Losses on Equity Investments
Losses on equity investments decreased by $0.2 million, or 8.5%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. The decrease was primarily driven by a reduction in our share of losses in our non-consolidated investments in Aqua and ELX.
Expenses
Compensation and Employee Benefits
Compensation and employee benefits expense increased by $3.7 million, or 2.1%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. The increase was primarily due to the Company replacing outside vendors and consultants with full-time employees, which also contributed to quarter over quarter reduction in professional and consulting fees and lower overall expenses.
Allocation of Income to Founding/Working Partner Units
Allocation of income to founding/working partner units decreased by $2.7 million, or 71.3%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. The decrease was attributable to a reduction in net income allocable to fully diluted shares as well as to a reduction in Founding/Working Partner pro rata economic ownership in 2009.
Allocation of Income to REUs
Allocation of income to REUs increased by $0.4 million, or 121.4%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. The increase was attributable to an increase in REUs pro rata economic ownership in 2009 partially offset by a reduction in net income allocable to fully diluted shares. The increase in REU pro rata ownership was due to the impact of the issuance of approximately 24 million REUs over the 18-month period since the merger.
Occupancy and Equipment
Occupancy and equipment expense increased by $2.0 million, or 7.7%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. The increase was primarily due to increased purchases of non-capitalized office equipment and an increase in the cost of hardware and software maintenance contracts in the three months ended September 30, 2009.
Fees to Related Parties
Fees to related parties increased by $0.3 million, or 11.3%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. The increase was primarily due to higher cost allocations from Cantor to us in the three months ended September 30, 2009.
Professional and Consulting Fees
Professional and consulting fees decreased by $8.6 million, or 55.7%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. The decrease was primarily due to a reduction in consulting and temporary staff for the three months ended September 30, 2009 as the Company replaced outside vendors and consultants with full-time employees.
Communications
Communications expense decreased by $0.6 million, or 3.3%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. The decrease was primarily the result of centralizing global communication management and eliminating excess capacity in our networks. As a percentage of total revenues, communications remained relatively unchanged at approximately 5.8% across the two periods.
Selling and Promotion
Selling and promotion expense decreased by $1.8 million, or 11.3%, for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008. As a percentage of total revenues, the ratio decreased by 0.4% to 5.0% for
the three months ended September 30, 2009, from 5.4% for the three months ended September 30, 2008. The decrease was primarily the result of lower travel and entertainment expenses incurred in the three months ended September 30, 2009 as a part of our cost reduction initiatives.
Commissions and Floor Brokerage
Commissions and floor brokerage expense increased by $0.7 million, or 19.5% for . . .
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