This conference call transcript was computer generated and almost certianly contains errors. This transcript is provided for information purposes only.EarningsCall, LLC makes no representation about the accuracy of the aforementioned transcript, and you are cautioned not to place undue reliance on the information provided by the transcript.
spk04: fiscal fourth quarter ended September 30th, 2020. After the market closed yesterday, we issued a press release reporting our results for our fourth fiscal quarter of 2020. This release is available on our website at www.stonex.com, as well as a slide presentation, which we'll refer to on this call in our discussions of our quarterly and fiscal year results. You'll need to sign on to the live webcast in order to view the presentation. The presentation and the archive of the webcast will also be available on our website after the call's conclusion. Before getting underway, we are required to advise you and all participants should note that the following discussion should be taken in conjunction with the most recent financial statements and notes thereto as well as the Form 10-K to be filed with the SEC. This discussion may contain 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. These forward-looking statements involve known and unknown risks and uncertainties, which are detailed in our filings with the SEC. Although the company believes that its forward-looking statements are based upon reasonable assumptions regarding its business and future market conditions, there can be no assurances the company's actual results will not differ materially from any results expressed or implied by the company's forward-looking statements. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether a result of new information, future events, or otherwise. Readers are cautioned that any forward-looking statements are not guarantees of future performance. With that, I will now turn the call over to Sean O'Connor, the company's CEO.
spk14: Thanks, Phil. Good morning, everyone, and thanks for joining our Fiscal 2020 Fourth Quarter Earnings Call. I hope you and your families are all healthy and safe. 2020 will no doubt go down as a year we'll never forget. Far too many people have experienced the loss of loved ones, the loss of their businesses, and the loss of their livelihoods. Our sympathy and our empathy go out to all of those whose lives have been disrupted by COVID-19. For our part, we will also remember 2020 as a year of significant milestones and accomplishments for our company. Amid unprecedented market conditions, we achieved record results in nearly every respect. We completed a major strategic acquisition, and we rebranded our company with an eye towards our future. Challenging times like these truly put the character of your people and the resiliency of your business to the test. And I couldn't be prouder of how Stonex and GAIN teams performed across the board. We have a truly exceptional group of professionals and a business that not only has performed strongly, but has exceeded expectations. As you can see from the earnings release, there's a lot of noise in the numbers related to the gain acquisition. In addition, we've also made some changes to how we report our numbers, so there's a lot to cover in this call. The general market environment for us in the fourth quarter was mixed. We saw volatility decline from the exceptional highs of the preceding quarter, although it was still perhaps higher on average than it was prior to the pandemic. We also suffered the full brunt of near zero interest rates on our client float. On a positive note, we managed to grow our client float significantly, and it now stands at nearly $5 billion, nearly double what it was 18 months ago. On this front, it's interesting to note that rates have started to move up recently on the 10-year treasury, but it's, of course, unclear where rates will go in the near term. During the last couple of calls, we have warned on the potential longer-term impact of the market volatility in the form of increased liquidity stress on our clients. And indeed, we saw a higher level of bad debt as a result in the fourth quarter. Most of this was concentrated around the energy sector, which experienced both significant dislocation and significant price moves. During the quarter, we had a bad debt of $6.8 million, plus the impact of a $7.6 million write-down of certain physical energy inventories. Our fourth quarter results reflect a record in terms of net earnings and EPS, largely due to the accounting for the gain transaction. We achieved net earnings of 77.4 million for the quarter, or $3.90 per share, which equates to 42.5% ROE. When we agreed to the gain transaction in February, we anticipated a purchase consideration at closing of around tangible book value, but we could not have foreseen the coming impact of COVID-19. The extraordinary market conditions allowed GAIN to achieve record results for the March and June quarters, which in aggregate were about $92 million, and which increased the tangible book value by a similar amount. In simplistic terms, the bargain purchase gain we have recorded represents the accumulated earnings from GAIN capital, which ended up accruing to StoneX shareholders. I believe the best way to look at our quarterly results is to break out the impact of the acquisition accounting, which we view as including the $81.8 million bargain purchase gain, $7.7 million of related transaction expenses, as well as $5.7 million impairment of the StoneX capitalized software, now rendered surplus as a result of the acquisition. In aggregate, this is approximately $70 million after tax. Our earnings for the quarter, excluding these aggregate acquisition items and before any bad debt charges and inventory write-downs mentioned earlier, was approximately $26 million pre-tax for the quarter. This pre-tax number also includes $6 million of increased variable compensation, which was also primarily related to the acquisition of game. Our annual results achieved record at every level. Operating revenues rose 18% to $1.3 billion. Our net earnings reached $169.6 million, or $8.61 per share, representing an ROE of 24.9%. If we again exclude the aggregated impact of the acquisition amounts mentioned above on our annual earnings, our core earnings were around $100 million post-tax, which in itself is a record. and amounts to an ROE of about 15.4% on average capital. The combination of our record operating results and our M&A activity has allowed us to significantly increase our equity capital, which now stands at more than $765 million, and boosts our book value per share, which is now close to $40. We have now compounded our equity capital at around 30% annually for the last 17 years, and our book value per share is likely below this number of the same period. These are extraordinary results, and I am very proud of our team's achievements. Our focus on ROE and compounding our capital has always been a cornerstone of our approach, as it allows us to create an internally generated capital runway to support our continued growth. In addition, as a result of the GAIN transaction, we successfully completed a $350 million bond issue. This was our first entry into institutional debt markets, and the issue was significantly oversubscribed and has been trading well in the secondary market. This was an important step for our organization as it gives us access to another source of capital should we need it for either growth or acquisitions. Of course, all of this continues to take place within the context of COVID-19, so I'll take some time here to discuss What we see is the likely impacts of the pandemic going forward and how we're responding to it. As I mentioned on the last call, I believe that there's still a rough road ahead of us, although now light at the end of the tunnel with successful vaccines. A large number of businesses, however, big and small, will have to deal with liquidity and solvency issues while many industries are being disrupted and reformatted permanently. In terms of our operations, not much has changed since last quarter. We have remained focused on serving our clients while protecting the safety of our employees, vendors, and other stakeholders. More than 95% of our employees are still working from home as opposed to the office, and our business continues to function effectively, although many of us look forward to return to the office environment. We have also moved all of our client events to a virtual format and we're very encouraged with the level of engagement and effectiveness we've achieved. So perhaps virtual events will be part of our new normal once the pandemic subsides. The unprecedented fiscal and monetary response to COVID has clearly supported and possibly even distorted the financial markets to a fairly significant extent. As these accesses work their way out of the system, there's likely to be ongoing repercussions and perhaps persistent volatility as a result. One of the drivers of profitability for our business and our industry is the interest carry we receive on our client floats. Currently, our float stands at just less than $5 billion, which I mentioned earlier, which is nearly double what it was 18 months ago. While the earnings power of this float is now constrained in the short term by zero interest rates, the impact of low rates on our business is somewhat offset by higher than normal volatility and the fact we are diversified across our client segments and wide range of products and services we offer. However, this operating environment is likely to pose difficulties for the industry at large, especially for the less diversified and smaller businesses, and is likely to lead to more consolidation. Consistent with our strategy and recent practice, we aim to benefit directly from this consolidation either directly through acquisitions and team hires, or indirectly by attracting clients looking to move to more stable institutions. Our increased client float is a good indication of our growing client base and increased market share, and we believe positions us well for the long term. Next, looking at the gain acquisition. I'll spare you all a recap of the transaction rationale and the benefits, which we've discussed at length in prior calls, and as I believe the results so far speak for themselves. As I mentioned earlier, this transaction closed during our fourth quarter, although integration efforts started much earlier than that, and most of the central functions have now been merged. We now have some of the key regulatory approvals we need to consolidate legal entities in the UK, which will allow us to realize a significant portion of the capital synergies for this transaction. We have made good progress on integrating product capabilities and trading flows where appropriate, but we're still in the early stages of that process, and there's much yet to do. In all, we're very pleased with our progress at every level, and we believe that this acquisition brings a new dimension to our business, increasing our diversification and allowing us to scale up at a time when doing so may be more important than ever. Of course, the new dimension that GAIN brings to our company is its retail business, which represents a new client segment for us. This has prompted us to reassess how we present our financial information so it better reflects the company we are today and the company we want to become. Over the last 10 years, we have grown tremendously, not only in terms of the breadth and depth of our global presence and product offering, but also our client base. We connect our clients to global market ecosystems across asset classes, through institutional-grade digital platforms and vertically integrated clearing, execution, high-touch service, and deep expertise. The acquisition of Gain accelerated our pursuit of the strategy with the addition of two new highly recognized and highly trafficked portals for connecting to the markets and thousands of new products as well as a significant new retail client segment. As such, we have now segmented our business based on four client types. commercial, institutional, retail, and global payments users. Commercial clients represent corporations and other typically small and medium sized businesses who transact with us to address hedging and other commercial needs. Institutional clients represent financial institutions, hedge funds, and other typically financial industry focused companies that look to us for liquidity, execution, and clearing and related services. Retail clients are comprised mainly of the legacy GAIN client base, but also include retail clients of the independent broker dealers we service through our wealth management business and retail investors who utilize our online physical precious metals trading platform. Our global payments clients comprise banks, non-government organizations, charities, and other users of our global payment services. We manage our business by deploying a wide range of trading platforms, products, and services that we offer across these client segments. In our earnings release and other disclosures, in addition to providing you our consolidated operating results, you will see our operating results for each of these distinct business segments. In addition, we have provided for each of these segments a breakout of the operating revenue by the following product categories. Listed derivatives, OTC, over-the-counter derivatives, and structured products, securities, FX and contracts for difference, or CFPs, payments, and physical transactions. We have also provided transactional metrics on the same basis. These operating metrics should provide a clearer picture of our engagement with each of our client types. We have provided five quarters of historic results in this new format with the new metrics to facilitate an apple-to-apples comparison. We should note that the gain results have only been included in the current quarter for two months, and consequently, the retail segment will become more significant as the gain results are included going forward. Bill will go through these segments in more detail, but some quick highlights. Nearly all of our transactional volumes increase for the quarter and for the year overall. Most volumes are up 20% or more annually due to the increased market volatility as a result of COVID, and also due to market share gains as evidenced by our increased client floats. In terms of the segment operating revenues, all of our segments show growth across the board, both for the quarter and for the year overall. Looking at segment income, the quarterly breakout demonstrates how evenly distributed our business is through these client segments, bearing in mind that retail only has gained revenues for two months. On an annual basis, the standout performer is our institutional business, which has been transformed over the last five years nearly doubling its segment income for the year, aided by market conditions, as well as a rollout of new products and capabilities during the year. In terms of the product operating revenues, we had two standouts for the quarter. Operating revenues from physical transactions was up 55%, driven by record results in the precious metals business, and despite the inventory markdown in energy products I mentioned earlier, And the FX and CFD categories was up significantly as well, largely due to the first-time inclusion of the game business for two months of the quarter. On an annual basis, securities operating revenues were up 39%, along with physical and FX and CFD operating revenue growth of 65% and 207%, respectively. Interest earnings on our client float declined by 78% for the quarter and 49% for the year. During the quarter, we also completed a rebranding of the company with a forward-looking name that we think better captures the essence of our company's future. And in the process, we rid ourselves of perhaps what was the worst corporate name ever. Although the rebrand was a much larger undertaking than we realized, we can now finally say that we are Stonex. With that, I will hand you over to Bill Dunaway for a discussion of the financial results. Bill?
spk04: Thank you, Sean. I'll be starting with slide number three, which shows our performance over the last five fiscal quarters. As shown, we followed the strong performance in our fiscal second and third quarters with a record $77.4 million in net income in the fourth quarter of 2020. This represents a return on equity of 42.5% and diluted earnings per share of $3.90 for the quarter and $8.61 for the fiscal year. As Sean noted, the fourth quarter results included $81.8 million gain on the acquisition of GAIN Capital, which closed on August 1st and is of note that this gain is non-taxable and accordingly there is no corresponding income tax provision recorded for this item in the quarter. Moving on to slide number four, which represents a bridge between operating revenues for the fourth quarter of last year to the current period across our new operating segments. Sean discussed earlier. Overall operating revenues are $342.1 million in the current period, up 55.2 million or 19% over the prior year. The largest increase in operating revenues was in our retail segment, which added $48.1 million versus the prior year, which is primarily driven by the incremental $42.9 million in FX and CFD revenues from the GAIN-X position. In addition, our retail physical gold business, which is the coin business acquired in 2019, added $3 million in operating revenues, as a result of increased customer demand for physical coins and bars. Our institutional segment added $3.2 million in operating revenues versus the prior year, as a 19% increase in listed derivative volumes added $8.6 million in operating revenues versus the prior year, and a 26% increase in average daily volume of securities transactions led to a $13.1 million increase in operating revenues in the segment. These increases were partially offset by a $10.7 million decline in interest and fee income on client balances and a $7 million decline in securities lending revenues in the segment as a result of the sharp decline in short-term interest rates. The commercial segment added $2.7 million in operating revenues versus the prior year. Within this segment, operating revenues from physical transactions increased $10.8 million, primarily as a result of record operating performance in precious metals, due to strong customer demand and a widening of spread. This increase in physical transaction revenues is net of a $7.6 million inventory write-down of certain energy inventories, which pursuing legal action to recover from our supplier, for which there is substantial uncertainty of collection. Listed derivative operating revenues were relatively flat with the prior year, while OTC revenues declined $2.6 million, primarily as a result of a 13 percent decline in the average rate per contract. In addition, interest earned on client balances in this segment declined 75% or 5.3 million as a result of the significant decline in short-term interest rates. Finally, operating revenues and global payments added 2.4 million versus the prior year, driven by an increase in the rate per million earned as compared to the prior year, which was partially offset by a 5% decline in the average daily volume related to the global economic slowdown as a result of the COVID-19 pandemic. The next slide, number five, represents a bridge from 2019 fourth quarter pre-tax income of $34.1 million to pre-tax income of $79.9 million in the current period. The addition of gained capital and the strong performance in retail precious metals drove the $15.5 million increase in retail segment revenues versus the prior year. Global payment segment income increased $1.9 million versus the prior year, primarily related to the increase in operating revenues. Institutional segment income added $900,000 versus the prior year as a result of growth in operating revenues, as well as a $27.5 million decline in interest expense as a result of the decline in short-term rates. This was partially offset by increases in variable clearing and compensation expenses, a $3.3 million increase in fixed compensation and benefits due to growth initiatives, and a $5.8 million increase in bad debts and impairments. Segment income in our commercial segment declined $14.4 million as compared to the prior year as a result of the variance in bad-adapted impairments as compared to the prior year period. Finally, positive variance in unallocated overhead of $41.9 million includes a net increase in gains on acquisitions of $81.7 million, which was partially offset by an $11.8 million increase in interest expense, primarily the newly issued notes a $5.7 million increase in variable compensation, including $2.1 million related to gain, a $9.1 million increase in fixed compensation and other expenses related to gain, and a $7.7 million in acquisition-related investment banking and legal fees Shawn noted earlier. Moving on to slide number six, our quarterly financial dashboard, I will highlight just a couple of items of note. Variable expenses. represented 53.9% of our total expenses for the quarter, above our internal target of keeping more than 50% of our total expenses variable in nature, but down from the 61.9% in the prior year, primarily as a result of the variance in bad debts and impairments and the acquisition of gain capital. We reported net income of $77.4 million in the fourth quarter as compared to $27.2 million in the prior year. The quarterly results yielded a 42.5% return on equity, well above our stated target of 15%. Our total assets increased 36% versus the prior year, primarily due to strong growth in client balances, as well as the gain acquisition, which also led to a 33% increase in the average number of employees. Finally, in closing out the review of the quarterly results, our book value per share increased $8.46 to close out the quarter at $39.61 per share. Next, I will move on to a discussion of the full fiscal year results and will refer to slide number seven. For the year, operating revenues were up $202.2 million, or 18% to $1.3 billion. All segments of our business reported increases in operating revenues as compared to the prior year. The largest increase was in our institutional segment, which added $109.1 million, driven by strong growth in both equity and debt capital markets, particularly during the height the periods of heightened volatility in our second and third fiscal quarters, which was partially offset by a $26.4 million decline in interest and fee income earned on client balances. Our retail segment added $61.8 million versus fiscal 2019, primarily as a result of the incremental operating revenues from the gain acquisition, as well as the increase in retail precious metals trading from the acquisition of CoinInvest in the third quarter of fiscal 2019. Operating revenues in our commercial segment increased $27.1 million versus fiscal 2019, primarily driven by the strong performance in physical precious metals, which was partially offset by a $14.5 million decrease in interest income earned on client balances as a result of the decline in short-term rates discussed earlier. Our global payment segment added $4.6 million in operating revenues versus fiscal 2019. Moving on to slide number eight. Pre-tax income increased $95.7 million to $206.7 million for the current year. All segments increased segment income versus the prior year, except for our commercial segment, which declined $2.7 million. The largest increase was in our institutional segment, which added $64.3 million of segment income, driven by the strong operating revenue growth noted on the previous slide, partially offset by an $8.4 million increase in bad debts and impairments. Our retail segment added 25.3 million in segment income, while global payments added 6.3 million, both of which are driven by the operating revenue growth noted earlier. Segment income in our commercial segment declined primarily as a result of the variance in bad debts and impairments. Finally, the positive variance in unallocated overhead of 4.6 million includes a net increase in gains on acquisitions of 76.4 million, which was partially offset by a $12.6 million increase in interest expense, primarily the newly issued notes, a $12.7 million increase in variable compensation, including $2.1 million related to gain, a $9.1 million increase in fixed compensation and other expenses related to gain, and a $9.6 million of acquisition-related investment banking and legal fees, Sean noted earlier, as well as incremental costs related to other acquisitions. over the last two years in the build-out of various administrative departments. I will finish with a review of the year-to-date dashboard. Variable expenses are above our internal target of exceeding 50% of total expenses, coming in at 58.6% of total expenses. Net income was $169.6 million for the full fiscal year, a 99% increase over the prior year. The return on equity for the year-to-date period is 24.9%, which is above our internal target of 15%. With that, I would now like to turn it back to Sean to wrap up.
spk14: Thanks, Bill. For most people, 2020 will likely go down as one of the worst years in memory. But in many ways, it brought out the best in our company, shining a spotlight on our dedicated and talented people, our commitment to adding value to clients, our ability to manage risk, and our disciplined approach to acquisitions and expansions. While the near-term operating environment may challenge us with lower volatility and lower interest rates, our business has proven to be resilient and is more diversified and better scaled and with greater earnings power than ever before. I am certain that this environment will also bring a reordering of our industry and with it opportunities to pick up valuable clients, people, and businesses that will allow us to continue to increase our market share and the value of our franchise. We remain vigilant and cautious in our approach, but I'm optimistic that we will emerge as a stronger and more substantial global franchise than before. We believe that the GAIN acquisition will be strongly accreted financially and strategically, as well as provide us with the intellectual assets to enhance our strategy and enable us to achieve our goal of becoming the best-in-class financial services franchise, connecting clients to the global market ecosystems across asset classes and offering vertically integrated execution and clearing, and providing a unique blend of digital platforms and high-touch expertise. In closing, I'd like to thank the entire Stonex team, which now encompasses nearly 3,000 people around the world, for the amazing commitment to our clients, for your willingness to embrace challenges head-on. Also, to my exceptional and battle-hardened management team, who quickly respond by running towards problems and not away from them. I am very proud of our franchise and I'm certain we'll come through this period of unprecedented challenges stronger in battle. Operator, let's open the line and see if we have any questions.
spk06: As a reminder, ladies and gentlemen, to ask a question, you will need to press star one on your telephone. And to withdraw your question, just press the pound key. Please stand by while we compile the Q&A roster. Our first question comes from Dan Fannin from Jefferies. You may begin.
spk11: Thanks. Good morning, gentlemen. Hey, Dan. How are you? I'm good, thank you. So to start, just trying to normalize some of the noise, as you put it, in the quarter and thinking about, you know, kind of run rating, where we are today, you know, going into 2021 from an expense perspective. So you called out a few things. So I was hoping you could just reiterate what was kind of more one-time in nature in the quarter and the expenses, maybe the geography of where those charges or expenses were, and then also update us on synergies and things that have already been realized with the GAIN acquisition.
spk14: So, Dan, why don't I start just at a high level, and then I'll throw the complicated part of the question over to Bill about that. So I guess the way I think about, you know, the quarterly earnings is, and I sort of try to lay that out a little bit, is if you think about disaggregating everything related to the acquisition, right, and for the meanwhile, and I'll come back to ignore sort of bad debts as well as, you know, the variable compensation, that largely kind of came this quarter as an indirect result of the transaction. I think you're getting down to, you know, something like $1.25 in EPS, right? Now, you need to sort of take a view on sort of bad debts and charge-offs, and, you know, that clearly is something that happens in our business. But I think I've, you know, been at pains to tell people is when we see these exceptional volatility situations, you know, we make a lot of money, but we also see an increase in our charge-offs. I mean, that's exactly what happened. It happened in different quarters. So I think you sort of need to normalize. And I think in a lot of ways our annual results are probably a better reflection of sort of, you know, how that works. And, you know, the way I think about it, sort of the hangover after the party, right? Last quarter was the party. In this quarter, we had a little bit of the hangover. So I think that's how I would think about sort of the run rate for our quarter. You know, obviously, volatility was down for the entire quarter. We had the much lower interest rates on our float. And, you know, it's, you know, I That's just how I think about the quarter on a standard loan. Bill, I don't know if you want to add any more detail to that.
spk04: Sure. You know, a couple of items that Sean had touched on as well as myself. You know, in the quarter we did have $7.7 million worth of investment banking and fees related to both the acquisition and claim that ones that had to be expensed as part of the note offering. So that's all showing up in kind of unallocated overhead section of the financials. And then in addition, related to the acquisition of gain, when we bought them and brought them on, we evaluated their trade system, and we had capitalized software on our book for kind of a rollout of a system to be used for FX prime brokerage and some of our precious metals trading. that we found to be duplicative, right? We looked at GAINS platform. We saw that, you know, it would be the better choice, you know, most of all because it will be one system as opposed to just adding another system in. And in total, that's about $5.7 million. Now, about $1.6 million of that is allocated to our commercial division, which is where the precious metals reside. But the lion's share of that was seen in the institutional segment with EFX. our historical kind of FX prime brokerage is, if that makes sense. Other notable, I guess, expense run rates, et cetera, we did have a spike out that looks like in corporate overhead. Part of that is the $7.79 million I just mentioned in the investment banking related fees. We had roughly $11 to $12 million worth of increased interest expense related to, you know, the newly issued notes, right, being on for a full quarter. We had some of that last quarter. And then you had a total of about $12.2 million of overhead expenses related to gain coming on for the quarter, of which $2 million of it was variable in nature. Does that kind of cover a few of the points you were looking for, Dan?
spk11: Yeah, that's helpful. And I guess just on the gain, you know, kind of expenses.
spk14: Sorry, Dan, just to interject. I mean, it's probably less of a significant item. But, you know, the other thing to think about is, you know, we suffered the full interest charge on the notes yesterday. while we only had the earnings of gain for sort of two months, right? So, you know, you've still got to adjust for that. And we also have the ability to call, you know, 100 million of the notes coming up here soon. So, you know, those are also items one has to adjust for, I think.
spk11: Right, right. And I guess in terms of synergies or expense reductions associated with the gain deal, was there anything there that you could point to and then also just update on maybe the accretion you see? You highlighted it will be accretive and positive trends within it, but just any numbers around how you think that is trending, that business versus your original expectation?
spk14: Okay, so, you know, firstly, we haven't even had gain in for a full quarter, so I think it would probably be best for us to report around synergies and costs maybe in the December quarter when, you know, we've realized some of those. And I think If you remember at the time of the acquisition, we sort of broke up the synergies on the cost side into two broad buckets. One was the cost containment, I guess, or cost refactoring that GAIN already had in flight. but hadn't fully shown up in the numbers. So that's fully shown up in the numbers now because, you know, a lot of those actions were taken sort of in the March quarter and are now fully into the cost base that we've assumed. So that's been achieved because, you know, we were highly confident that that would happen. So that part of what we indicated to the market, you know, when we're doing pro forma numbers, I think is being pretty largely achieved. The second bucket is really coming out of you know, eliminating GAIN as a separate public company and rationalization of some of the operating entities, which is still ongoing. I mean, we've certainly eliminated GAIN as a public company, but we still are in the final stages now of merging the legal entities, and that's going to sort of trigger both the capital synergies and the remainder of the cost synergies, if that makes sense. Yep, it does.
spk11: And then if I could just follow up on the bad debt and understanding, you know, the volatility that resulted seems like I would have expected those charges to occur more in the first half of the year or the first half of the calendar year than this quarter. Is it just a lag effect? And as you talk about – you know, kind of the pain out there across, you know, that could be exhibited across multiple industries. Is that, you know, kind of your view that, you know, bad debts given all this could still be a bit elevated as you think about looking ahead?
spk14: So just the bad debt specifically, and I can't get too granular here because there's client confidentialities and such, but, you know, one portion of it related to a trading account is, that was owned by an introducing broker and that was triggered when energy went negative. And that introducing broker guarantees the performance of that client. So we took a charge immediately when that happened, but what we had to do is assess the validity of or the ability of that introducing broker to make good on the balance. That introducing broker's business has got impacted, and therefore we had to reassess the ability of that introducing broker to carry some of that bad debt and repay us. And so that's what we did. We chewed that up. And that was a consequence of just a change in business. They lost some of their clients. They're not as profitable as they were before. And that only sort of became clear to us in the current quarter. The second part was a commercial customer. that was involved in physical energy. And that business, and I think this is true, and you've seen the banks, you know, had to make provisions during the crisis. Unfortunately, we're not allowed to do that. We have to wait until the problem actually crystallizes. But, you know, there was a customer who, you know, got severely liquidity challenged. And, you know, they had problems and they failed as a counterparty to us. So, you know, in the sort of commercial world, I think there is a lag effect, right? I mean, in the trading world, you close someone out, you sort of immediately know where you are. On the commercial side, people hang on and they try to work their way through their problems. And if their business is significantly impaired, it becomes a liquidity and ultimately a solvency issue, which is what happened for us. We don't think we have any more issues like that to deal with. Otherwise, obviously, we would have done something now. And I think there was not only sort of volatility, but there was also dislocation. And I think particularly in the energy side, that sort of dislocation where, you know, brains and WTI blow blew out and, you know, storage, you know, storage locations were full and couldn't accept. And, you know, so it was just a very weird situation. So, and that was the cause of that.
spk11: Okay. That's helpful. I guess this last one. Yeah. Yes, it does. And so just last one for me, given that we're over two-thirds of the way through the December quarter, any update just on kind of broad trends that you could talk about that's happening, that's happened, you know, subsequent to your end and, you know, kind of, you know, just anything there would be helpful.
spk14: I would just, I mean, I guess we try to sort of lay some of it out. You know, our business can change really fast on the volatility side. I mean, it's really hard. to try and, you know, volatility is a major input for us. It's really hard for us to, you know, to understand how volatility may track up because it could change in a heartbeat. So I think volatility as, you know, just look at the VIX, you can see that's come down significantly from where it is in March. It is still slightly elevated. I think there's a lot of fiscal and monetary support which at some point has to be pulled out of the system or stopped. How does that kind of give rise to volatility? Very hard to predict, but my guess would be I think volatility probably stays somewhat elevated, which I think is good for us. But what we do know for sure probably and with greater confidence is that interest rates are lower. I think we know what the impact of that is, and that's probably going to be an indicator or a factor that you can predict with greater certainty, and it's going to probably take a longer time to correct. So that's obviously a negative for us. And I guess the question is, how do those two factors interact, and what's the net result of that? And then you've got to factor in net of the interest we're paying on the high-yield note how does gain add to that incrementally or not? And if you take the view that we pay down, and certainly we have the ability to do that, $100 million of the note, that significantly reduces the interest cost of the acquisition. And if you look at what gain has to produce to kind of cover the interest cost and provide an incremental return, to the sort of legacy StoneX business, you know, it's not a lot and, you know, you've got to sort of factor that in. So I think those are the sort of the key things you've got to think about in terms of the environment going forward. But, you know, we have greater scale than we've ever been. I think, you know, we, you know, to a certain extent, I think if you just look at our gap earnings as reported for the year, I think that is an accurate reflection of the earnings power of the combined companies because, the adjustment, the bargain purchase gain is almost equal to the bottom line earnings of gain during that same period, less the sort of fees we paid. So, you know, now that obviously was sort of an extraordinary, you know, environment. But I think what it does point to is that the combined company has a tremendous earnings power. And, you know, during the COVID situation, it earned $170 million off the tax. Now, I'm not sure we're going to do that in the current environment on a go-forward basis, but, you know, that's how I would think about it, if that's helpful.
spk10: Yes, it is. Thank you very much. Thank you.
spk13: Alfred, are there any other questions?
spk06: Once again, that's star one for questions, star one. One moment for questions. And I'm not showing any questions on my end.
spk14: Okay. Well, thanks a lot. Thanks, everyone, for attending. I'd like to just take time to wish everyone on the call, you and your families, happy holidays in these strange times. Stay safe and enjoy the time with your families if you can do it. Thanks very much. Bye-bye.
spk06: Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect. Thank you. Thank you. Thank you. Ladies and gentlemen, thank you for standing by. Welcome to the StoneX Group, Inc. Fourth Quarter Earnings Conference Call. At this time, our participant lines are in a listen-only mode. After the speaker presentation, there will be a question and answer session. To ask a question during a session, you will need to press star 1 on your telephone. Please be advised that today's conference is being recorded, and if you require any further assistance, please press star 0. I would now like to hand the conference to your speaker today. Bill Dunaway, CFO, Stonex Group, Inc. Please go ahead, sir.
spk04: Good morning. My name is Bill Dunaway. Welcome to our earnings conference call for our fiscal fourth quarter ended September 30th, 2020. After the market closed yesterday, we issued a press release reporting our results for our fourth fiscal quarter of 2020. This release is available on our website at www.stonex.com, as well as a slide presentation, which we'll refer to on this call and our discussions of our quarterly and fiscal year results. You'll need to sign on to the live webcast in order to view the presentation. The presentation and the archive of the webcast will also be available on our website after the call's conclusion. Before getting underway, we are required to advise you and all participants should note that the following discussion should be taken in conjunction with the most recent financial statements and notes thereto as well as the Form 10-K to be filed with the SEC. This discussion may contain 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. These forward-looking statements involve known and unknown risks and uncertainties, which are detailed in our filings with the SEC. Although the company believes that its forward-looking statements are based upon reasonable assumptions regarding its business and future market conditions, There can be no assurances the company's actual results will not differ materially from any results expressed or implied by the company's forward-looking statements. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether a result of new information, future events, or otherwise. Readers are cautioned that any forward-looking statements are not guarantees of future performance. With that, I will now turn the call over to Sean O'Connor, the company's CEO.
spk14: Thanks, Phil. Good morning, everyone, and thanks for joining our fiscal 2020 Fourth Quarter Earnings Call. I hope you and your families are all healthy and safe. 2020 will no doubt go down as a year we'll never forget. Far too many people have experienced the loss of loved ones, the loss of their businesses, and the loss of their livelihoods. Our sympathy and our empathy go out to all of those whose lives have been disrupted by COVID-19. For our part, we will also remember 2020 as a year of significant milestones and accomplishments for our company. Amid unprecedented market conditions, we achieved record results in nearly every respect. We completed a major strategic acquisition, and we rebranded our company with an eye towards our future. Challenging times like these truly put the character of your people and the resiliency of your business to the test. And I couldn't be prouder of how Stonex and GAIN teams performed across the board. We have a truly exceptional group of professionals and a business that not only has performed strongly, but has exceeded expectations. As you can see from the earnings release, there's a lot of noise in the numbers related to the gain acquisition. In addition, we've also made some changes to how we report our numbers, so there's a lot to cover in this call. The general market environment for us in the fourth quarter was mixed. We saw volatility decline from the exceptional highs of the preceding quarter, although it was still perhaps higher on average than it was prior to the pandemic. We also suffered the full brunt of near zero interest rates on our client float. On a positive note, we managed to grow our client significantly, and it now stands at nearly $5 billion, nearly double what it was 18 months ago. On this front, it's interesting to note that rates have started to move up recently on the 10-year treasury, but it's, of course, unclear where rates will go in the near term. During the last couple of calls, we have warned on the potential longer-term impact of the market volatility in the form of increased liquidity stress on our clients. And indeed, we saw a higher level of bad debt as a result in the fourth quarter. Most of this was concentrated around the energy sector, which experienced both significant dislocation and significant price moves. During the quarter, we had a bad debt of $6.8 million, plus the impact of a $7.6 million write-down of certain physical energy inventories. Our fourth quarter results reflect a record in terms of net earnings and EPS, largely due to the accounting for the gain transaction. We achieved net earnings of 77.4 million for the quarter, or $3.90 per share, which equates to 42.5% ROE. When we agreed to the gain transaction in February, we anticipated a purchase consideration at closing of around tangible book value, but we could not have foreseen the coming impact of COVID-19. The extraordinary market conditions allowed GAIN to achieve record results for the March and June quarters, which in aggregate were about $92 million, and which increased the tangible book value by a similar amount. In simplistic terms, the bargain purchase GAIN we have recorded represents the accumulated earnings from GAIN capital, which ended up accruing to StoneX shareholders. I believe the best way to look at our quarterly results is to break out the impact of the acquisition accounting, which we view as including the $81.8 million bargain purchase gain, $7.7 million of related transaction expenses, as well as $5.7 million impairment of the StoneX capitalized software, now rendered surplus as a result of the acquisition. In aggregate, this is approximately $70 million after tax. Our earnings for the quarter, excluding these aggregate acquisition items and before any bad debt charges and inventory write-downs mentioned earlier, was approximately $26 million pre-tax for the quarter. This pre-tax number also includes $6 million of increased variable compensation, which was also primarily related to the acquisition of game. Our annual results achieved record at every level. Operating revenues rose 18% to $1.3 billion. Our net earnings reached $169.6 million, or $8.61 per share, representing an ROE of 24.9%. If we again exclude the aggregated impact of the acquisition amounts mentioned above on our annual earnings, our core earnings were around $100 million post-tax, which in itself is a record. and amounts to an ROE of about 15.4% on average capital. The combination of our record operating results and our M&A activity has allowed us to significantly increase our equity capital, which now stands at more than $765 million, and boosts our book value per share, which is now close to $40. We have now compounded our equity capital at around 30% annually for the last 17 years, and our book value per share is likely below this number of the same period. These are extraordinary results, and I am very proud of our team's achievements. Our focus on ROE and compounding our capital has always been a cornerstone of our approach, as it allows us to create an internally generated capital runway to support our continued growth. In addition, as a result of the GAIN transaction, we successfully completed a $350 million bond issue. This was our first entry into institutional debt markets, and the issue was significantly oversubscribed and has been trading well in the secondary market. This was an important step for our organization as it gives us access to another source of capital should we need it for either growth or acquisitions. Of course, all of this continues to take place within the context of COVID-19, so I'll take some time here to discuss What we see is the likely impacts of the pandemic going forward and how we're responding to it. As I mentioned on the last call, I believe that there's still a rough road ahead of us, although now light at the end of the tunnel with successful vaccines. A large number of businesses, however, big and small, will have to deal with liquidity and solvency issues while many industries are being disrupted and reformatted permanently. In terms of our operations, not much has changed since last quarter. We have remained focused on serving our clients while protecting the safety of our employees, vendors, and other stakeholders. More than 95% of our employees are still working from home as opposed to the office, and our business continues to function effectively, although many of us look forward to return to the office environment. We have also moved all of our client events to a virtual format and we're very encouraged with the level of engagement and effectiveness we've achieved. So perhaps virtual events will be part of our new normal once the pandemic subsides. The unprecedented fiscal and monetary response to COVID has clearly supported and possibly even distorted the financial markets to a fairly significant extent. As these accesses work their way out of the system, there's likely to be ongoing repercussions and perhaps persistent volatility as a result. One of the drivers of profitability for our business and our industry is the interest carry we receive on our client float. Currently, our float stands at just less than $5 billion, which I mentioned earlier, which is nearly double what it was 18 months ago. While the earnings power of this float is now constrained in the short term by zero interest rates, the impact of low rates on our business is somewhat offset by higher than normal volatility and and the fact we are diversified across our client segments and wide range of products and services we offer. However, this operating environment is likely to pose difficulties for the industry at large, especially for the less diversified and smaller businesses, and is likely to lead to more consolidation. Consistent with our strategy and recent practice, we aim to benefit directly from this consolidation either directly through acquisitions and team buyers, or indirectly by attracting clients looking to move to more stable institutions. Our increased client float is a good indication of our growing client base and increased market share, and we believe positions us well for the long term. Next, looking at the gain acquisition. I'll spare you all a recap of the transaction rationale and the benefits, which we've discussed at length in prior calls, and as I believe the results so far speak for themselves. As I mentioned earlier, this transaction closed during our fourth quarter, although integration efforts started much earlier than that, and most of the central functions have now been merged. We now have some of the key regulatory approvals we need to consolidate legal entities in the UK, which will allow us to realize a significant portion of the capital synergies for this transaction. We have made good progress on integrating product capabilities and trading flows where appropriate, but we're still in the early stages of that process, and there's much yet to do. In all, we're very pleased with our progress at every level, and we believe that this acquisition brings a new dimension to our business, increasing our diversification and allowing us to scale up at a time when doing so may be more important than ever. Of course, the new dimension that GAIN brings to our company is its retail business, which represents a new client segment for us. This has prompted us to reassess how we present our financial information so it better reflects the company we are today and the company we want to become. Over the last 10 years, we have grown tremendously, not only in terms of the breadth and depth of our global presence and product offering, but also our client base. We connect our clients to global market ecosystem across asset classes, through institutional-grade digital platforms and vertically integrated clearing, execution, high-touch service, and deep expertise. The acquisition of Gain accelerated our pursuit of the strategy with the addition of two new highly recognized and highly trafficked portals for connecting to the markets and thousands of new products as well as a significant new retail client segment. As such, we have now segmented our business based on four client types. commercial, institutional, retail, and global payments users. Commercial clients represent corporations and other typically small and medium sized businesses who transact with us to address hedging and other commercial needs. Institutional clients represent financial institutions, hedge funds, and other typically financial industry focused companies that look to us for liquidity, execution, and clearing and related services. Retail clients are comprised mainly of the legacy GAIN client base, but also include retail and clients of the independent broker dealers we service through our wealth management business and retail investors who utilize our online physical precious metals trading platform. Our global payments clients comprise banks, non-government organizations, charities, and other users of our global payment services. We manage our business by deploying a wide range of trading platforms, products, and services that we offer across these client segments. In our earnings release and other disclosures, in addition to providing our consolidated operating results, you will see our operating results for each of these distinct business segments. In addition, we have provided for each of these segments a breakout of the operating revenue by the following product categories, listed derivatives, OTC, over-the-counter derivatives, and structured products, securities, FX and contracts for difference, or CFPs, payments, and physical transactions. We have also provided transactional metrics on the same basis. These operating metrics should provide a clearer picture of our engagement with each of our client types. We have provided five quarters of historic results in this new format with the new metrics to facilitate an apple-to-apples comparison. We should note that the gain results have only been included in the current quarter for two months, and consequently, the retail segment will become more significant as the gain results are included going forward. Bill will go through these segments in more detail, but some quick highlights. Nearly all of our transactional volumes increase for the quarter and for the year overall. Most volumes are up 20% or more annually due to the increased market volatility as a result of COVID, and also due to market share gains as evidenced by our increased client floats. In terms of the segment operating revenues, all of our segments show growth across the board, both for the quarter and for the year overall. Looking at segment income, the quarterly breakout demonstrates how evenly distributed our business is through these client segments, bearing in mind that retail only has gained revenues for two months. On an annual basis, the standout performer is our institutional business, which has been transformed over the last five years nearly doubling its segment income for the year, aided by market conditions, as well as a rollout of new products and capabilities during the year. In terms of the product operating revenues, we had two standouts for the quarter. Operating revenues from physical transactions was up 55%, driven by record results in the precious metals business, and despite the inventory markdown in energy products I mentioned earlier, And the FX and CFD categories was up significantly as well, largely due to the first-time inclusion of the game business for two months of the quarter. On an annual basis, securities operating revenues were up 39%, along with physical and FX and CFD operating revenue growth of 65% and 207%, respectively. Interest earnings on our client float declined by 78% for the quarter and 49% for the year. During the quarter, we also completed a rebranding of the company with a forward-looking name that we think better captures the essence of our company's future. And in the process, we rid ourselves of perhaps what was the worst corporate name ever. Although the rebrand was a much larger undertaking than we realized, we can now finally say that we are Stonex. With that, I will hand you over to Bill Dunaway for a discussion of the financial results. Bill?
spk04: Thank you, Sean. I'll be starting with slide number three, which shows our performance over the last five fiscal quarters. As shown, we followed the strong performance in our fiscal second and third quarters with a record $77.4 million in net income in the fourth quarter of 2020. This represents a return on equity of 42.5% and diluted earnings per share of $3.90 for the quarter and $8.61 for the fiscal year. As Sean noted, the fourth quarter results included $81.8 million gain on the acquisition of GAIN Capital, which closed on August 1st and is of note that this gain is non-taxable and accordingly there is no corresponding income tax provision recorded for this item in the quarter. Moving on to slide number four, which represents a bridge between operating revenues for the fourth quarter of last year to the current period across our new operating segments. Sean discussed earlier. Overall operating revenues are $342.1 million in the current period, up 55.2 million or 19% over the prior year. The largest increase in operating revenues was in our retail segment, which added $48.1 million versus the prior year, which is primarily driven by the incremental $42.9 million in FX and CFD revenues from the GAIN-X position. In addition, our retail physical gold business, which is the coin business acquired in 2019, added $3 million in operating revenues, as a result of increased customer demand for physical coins and bars. Our institutional segment added $3.2 million in operating revenues versus the prior year, as a 19% increase in listed derivative volumes added $8.6 million in operating revenues versus the prior year, and a 26% increase in average daily volume of securities transactions led to a $13.1 million increase in operating revenues in the segment. These increases were partially offset by a $10.7 million decline in interest and fee income on client balances and a $7 million decline in securities lending revenues in the segment as a result of the sharp decline in short-term interest rates. The commercial segment added $2.7 million in operating revenues versus the prior year. Within this segment, operating revenues from physical transactions increased $10.8 million, primarily as a result of record operating performance in precious metals, due to strong customer demand and a widening of spreads. This increase in physical transaction revenues is net of a $7.6 million inventory write-down of certain energy inventories, which pursuing legal action to recover from our supplier, for which there is substantial uncertainty of collection. Listed derivative operating revenues were relatively flat with the prior year, while OTC revenues declined $2.6 million, primarily as a result of a 13 percent decline in the average rate per contract. In addition, interest earned on client balances in this segment declined 75% or $5.3 million as a result of the significant decline in short-term interest rates. Finally, operating revenues and global payments added $2.4 million versus the prior year, driven by an increase in the rate per million earned as compared to the prior year, which was partially offset by a 5% decline in the average daily volume related to the global economic slowdown as a result of the COVID-19 pandemic. The next slide, number five, represents a bridge from 2019 fourth quarter pre-tax income of $34.1 million to pre-tax income of $79.9 million in the current period. The addition of gained capital and the strong performance in retail precious metals drove the $15.5 million increase in retail segment revenues versus the prior year. Global payment segment income increased $1.9 million versus the prior year, primarily related to the increase in operating revenues. Institutional segment income added $900,000 versus the prior year as a result of growth in operating revenues, as well as a $27.5 million decline in interest expense as a result of the decline in short-term rates. This was partially offset by increases in variable clearing and compensation expenses, a $3.3 million increase in fixed compensation and benefits due to growth initiatives, and a $5.8 million increase in bad debts and impairments. Segment income in our commercial segment declined $14.4 million as compared to the prior year as a result of the variance in bad deficit impairments as compared to the prior year period. Finally, positive variance in unallocated overhead of $41.9 million includes a net increase in gains on acquisitions of $81.7 million, which was partially offset by an $11.8 million increase in interest expense, primarily the newly issued notes a $5.7 million increase in variable compensation, including $2.1 million related to gain, a $9.1 million increase in fixed compensation and other expenses related to gain, and a $7.7 million in acquisition-related investment banking and legal fees Sean noted earlier. Moving on to slide number six, our quarterly financial dashboard, I will highlight just a couple of items of note. Variable expenses. represented 53.9% of our total expenses for the quarter, above our internal target of keeping more than 50% of our total expenses variable in nature, but down from the 61.9% in the prior year, primarily as a result of the variance in bad debts and impairments and the acquisition of gain capital. We reported net income of 77.4 million in the fourth quarter, as compared to 27.2 million in the prior year. The quarterly results yielded a 42.5% return on equity, well above our stated target of 15%. Our total assets increased 36% versus the prior year, primarily due to strong growth in client balances, as well as the gain acquisition, which also led to a 33% increase in the average number of employees. Finally, in closing out the review of the quarterly results, our book value per share increased $8.46 to close out the quarter at $39.61 per share. Next, I will move on to a discussion of the full fiscal year results and will refer to slide number seven. For the year, operating revenues were up $202.2 million or 18% to $1.3 billion. All segments of our business reported increases in operating revenues as compared to the prior year. The largest increase was in our institutional segment, which added $109.1 million, driven by strong growth in both equity and debt capital markets, particularly during the height the periods of heightened volatility in our second and third fiscal quarters, which was partially offset by a $26.4 million decline in interest and fee income earned on client balances. Our retail segment added $61.8 million versus fiscal 2019, primarily as a result of the incremental operating revenues from the gain acquisition, as well as the increase in retail precious metals trading from the acquisition of CoinInvest in the third quarter of fiscal 2019. Operating revenues in our commercial segment increased $27.1 million versus fiscal 2019, primarily driven by the strong performance in physical precious metals, which was partially offset by a $14.5 million decrease in interest income earned on client balances as a result of the decline in short-term rates discussed earlier. Our global payments segment added $4.6 million in operating revenues versus fiscal 2019. Moving on to slide number eight. Pre-tax income increased $95.7 million to $206.7 million for the current year. All segments increased segment income versus the prior year, except for our commercial segment, which declined $2.7 million. The largest increase was in our institutional segment, which added $64.3 million of segment income, driven by the strong operating revenue growth noted on the previous slide, partially offset by an $8.4 million increase in bad debts and impairments. Our retail segment added 25.3 million in segment income, while global payments added 6.3 million, both of which are driven by the operating revenue growth noted earlier. Segment income in our commercial segment declined primarily as a result of the variance in bad debts and impairments. Finally, the positive variance in unallocated overhead of 4.6 million includes a net increase in gains and acquisitions of 76.4 million, which was partially offset by a $12.6 million increase in interest expense, primarily the newly issued notes, a $12.7 million increase in variable compensation, including $2.1 million related to gain, a $9.1 million increase in fixed compensation and other expenses related to gain, and a $9.6 million of acquisition-related investment banking and legal fees, Sean noted earlier, as well as incremental costs related to other acquisitions. over the last two years in the build-out of various administrative departments. I will finish with a review of the year-to-date dashboard. Variable expenses are above our internal target of exceeding 50% of total expenses, coming in at 58.6% of total expenses. Net income was $169.6 million for the full fiscal year, a 99% increase over the prior year. The return on equity for the year-to-date period is 24.9%, which is above our internal target of 15%. With that, I would now like to turn it back to Sean to wrap up.
spk14: Thanks, Bill. Most people, 2020 will likely go down as one of the worst years in memory. And in many ways, it brought out the best in our company, shining a spotlight on our dedicated and talented people, our commitment to adding value to clients, our ability to manage risk, and our disciplined approach to acquisitions and expansions. While the near-term operating environment may challenge us with lower volatility and lower interest rates, our business has proven to be resilient and is more diversified and better scaled and with greater earnings power than ever before. I am certain that this environment will also bring a reordering of our industry and with it opportunities to pick up valuable clients, people, and businesses that will allow us to continue to increase our market share and the value of our franchise. We remain vigilant and cautious in our approach, but I'm optimistic that we will emerge as a stronger and more substantial global franchise than before. We believe that the GAIN acquisition will be strongly accretive financially and strategically, as well as provide us with the intellectual assets to enhance our strategy and enable us to achieve our goal of becoming the best-in-class financial services franchise, connecting clients to the global market ecosystems across asset classes and offering vertically integrated execution and clearing, and providing a unique blend of digital platforms and high-touch expertise. In closing, I'd like to thank the entire Stonex team, which now encompasses nearly 3,000 people around the world, for the amazing commitment to our clients, for your willingness to embrace challenges head-on. Also, to my exceptional and battle-hardened management team, who quickly respond by running towards problems and not away from them. I am very proud of our franchise and I'm certain you'll come through this period of unprecedented challenges stronger and better. Operator, let's open the line and see if we have any questions.
spk06: As a reminder, ladies and gentlemen, to ask a question, you will need to press star one on your telephone. And to withdraw your question, just press the pound key. Please stand by while we compile the Q&A roster. Our first question comes from Dan Fannin from Jefferies. You may begin.
spk11: Thanks. Good morning, gentlemen. Hey, Dan. How are you? Good, thank you. So to start, just trying to normalize some of the noise, as you put it, in the quarter and thinking about, you know, kind of run rating, where we are today, you know, going into 2021 from an expense perspective. So you called out a few things. So I was hoping you could just reiterate what was kind of more one-time in nature in the quarter and the expenses, maybe the geography of where those charges or expenses were, and then also update us on synergies and things that have already been realized with the gain acquisition.
spk14: So, Dan, why don't I start just at a high level, and then I'll throw the complicated part of the question over to Bill about that. So I guess the way I think about, you know, the quarterly earnings is, and I sort of try to lay that out a little bit, is if you think about disaggregating everything related to the acquisition, right, and for the meanwhile, and I'll come back to ignore sort of bad debts as well as, you know, the variable compensation, that largely kind of came this quarter as an indirect result of the transaction. I think you're getting down to, you know, something like $1.25 in EPS, right? Now, you need to sort of take a view on sort of bad debts and charge-offs, and, you know, that clearly is something that happens in our business. But I think I've, you know, been at pains to tell people is when we see these exceptional returns um volatility situations you know we make a lot of money but we also see an increase in our charges and that's exactly what happened um it it happened in different quarters um so i think you sort of need to normalize and i think in a lot of ways our annual results are probably a better reflection of sort of you know how that works And, you know, the way I think about it, sort of the hangover after the party, right? Last quarter was the party. In this quarter, we had a little bit of the hangover. So I think that's how I would think about sort of the run rate for our quarter. You know, obviously, volatility was down for the entire quarter. We had the much lower interest rates on our float. And, you know, it's, you know, I That's just how I think about the quarter on a standard loan. Bill, I don't know if you want to add any more detail to that.
spk04: Sure. You know, a couple of items that Sean had punched in, as well as myself. You know, in the quarter, we did have $7.7 million worth of investment banking and fees related to both the acquisition and claim that ones that had to be expensed as part of the note offering. So that's all showing up in kind of unallocated overhead section of the financials. And then in addition, related to the acquisition of gain, when we bought them and brought them on, we evaluated their trade system. And we had capitalized software on our book for kind of a rollout of a system to be used for FX prime brokerage and some of our precious metals trading. that we found to be duplicative, right? We looked at GAINS platform. We saw that, you know, it would be the better choice, you know, most of all because it will be one system as opposed to just adding another system in. And in total, that's about $5.7 million. Now, about $1.6 million of that is allocated to our commercial division, which is where the precious metals reside. But the lion's share of that was seen in the institutional segment with ESX. our historical kind of FX prime brokerage is, if that makes sense. You know, other notable, I guess, expense run rates, et cetera, you know, we did have, you know, a spike-out that looks like in corporate overhead. You know, part of that is the $7.79 million I just mentioned in the investment banking related fees. You know, we had a roughly – $11 to $12 million worth of increased interest expense related to, you know, the newly issued notes, right, being on for a full quarter. We had some of that last quarter. And then you had a total of about $12.2 million of overhead expenses related to gain coming on for the quarter, of which $2 million of it was variable in nature. Does that kind of cover a few of the points you were looking for, Dan?
spk11: Yeah, that's helpful. And I guess just on the gain, you know, kind of expenses. Go ahead.
spk14: Sorry, Dan, just to interject. I mean, it's probably less of a significant item. But, you know, the other thing to think about is, you know, we suffered the full interest charge on the notes, right? while we only had the earnings of gain for sort of two months, right? So, you know, you've still got to adjust for that. And we also have the ability to call, you know, 100 million of the notes coming up here soon. So, you know, those are also items we'll have to adjust for, I think.
spk11: Right, right. And I guess in terms of synergies or expense reductions associated with the gain deal, was there anything there that you could point to and then also just update on maybe the accretion you see, you highlighted it will be accretive and positive trends within it, but just any numbers around how you think that is trending, that business versus your original expectation.
spk14: Okay, so, you know, firstly, we haven't even had gain in for a full quarter, so I think it would probably be best for us to report around synergies and costs maybe in the December quarter when, you know, we've realized some of those. And I think If you remember at the time of the acquisition, we sort of broke up the synergies on the cost side into two broad buckets. One was the cost containment, I guess, or cost refactoring that GAIN already had in flight. but hadn't fully shown up in the numbers. So that's fully shown up in the numbers now because, you know, a lot of those actions were taken sort of in the March quarter and are now fully into the cost base that we've assumed. So that's been achieved because, you know, we were highly confident that that would happen. So that part of what we indicated to the market, you know, when we're doing pro forma numbers, I think is being pretty largely achieved. The second bucket is really coming out of you know, eliminating GAIN as a separate public company and rationalization of some of the operating entities, which is still ongoing. I mean, we've certainly eliminated GAIN as a public company, but we still are in the final stages now of merging the legal entities, and that's going to sort of trigger both the capital synergies and the remainder of the cost synergies, if that makes sense. Yep, it does.
spk11: And then if I could just follow up on the bad debt and understanding, you know, the volatility that resulted seems like I would have expected those charges to occur more in the first half of the year or the first half of the calendar year than this quarter. Is it just a lag effect? And as you talk about – you know, kind of the pain out there across, you know, that could be exhibited across multiple industries. Is that, you know, kind of your view that, you know, bad debts given all this could still be a bit elevated as you think about looking ahead?
spk14: So just the bad debt specifically, and I can't get too granular here because there's client confidentialities and such, but, you know, one portion of it related to a trading account is, that was owned by an introducing broker and that was triggered when energy went negative. And that introducing broker guarantees the performance of that client. So we took a charge immediately when that happened, but what we had to do is assess the validity of or the ability of that introducing broker to make good on the balance. That introducing broker's business has got impacted, and therefore we had to reassess the ability of that introducing broker to carry some of that bad debt and repay us. And so that's what we did. We chewed that up. And that was a consequence of just a change in business. They lost some of their clients. They're not as profitable as they were before. And that only sort of became clear to us in the current quarter. The second part was a commercial customer. that was involved in physical energy. And that business, and I think this is true, and you've seen the banks, you know, had to make provisions during the crisis. Unfortunately, we're not allowed to do that. We have to wait until the problem actually crystallizes. But, you know, there was a customer who, you know, got severely liquidity challenged. And, you know, they had problems and they failed as a counterparty to us. So, you know, in the sort of commercial world, I think there is a lag effect, right? I mean, in the trading world, you close someone out, you sort of immediately know where you are. On the commercial side, people hang on and they try to work their way through their problems. And if their business is significantly impaired, it becomes a liquidity and ultimately a solvency issue, which is what happened for us. We don't think we have any more issues like that to deal with. Otherwise, obviously, we would have done something now. And I think there was not only sort of volatility, but there was also dislocation. And I think particularly in the energy side, that sort of dislocation where, you know, brains and WTI blow blew out and, you know, storage, you know, storage locations were full and couldn't accept. And, you know, so it was just a very weird situation. So, and that was the cause of that.
spk11: Okay. That's helpful. I guess that's the last one. Yeah. Yes, it does. And so just last one for me, given that we're over two-thirds of the way through the December quarter, any update just on kind of broad trends that you could talk about that's happening, that's happened, you know, subsequent to your end and, you know, kind of, you know, just anything there would be helpful.
spk14: I would just, I mean, I guess we try to sort of lay some of it out. You know, our business can change really fast on the volatility side. I mean, it's really hard. to try and, you know, volatility is a major input for us. It's really hard for us to, you know, to understand how volatility may track up because it could change in a heartbeat. So I think volatility as, you know, just look at the VIX, you can see that's come down significantly from where it is in March. It is still slightly elevated. I think there's a lot of fiscal and monetary support, which at some point has to be pulled out of the system or stopped. And how does that kind of give rise to volatility? Very hard to predict, but my guess would be I think volatility probably stays somewhat elevated, which I think is good for us. But what we do know for sure probably and with greater confidence is that interest rates are lower, right? I think we know what the impact of that is, and that's probably going to be an indicator or a factor that you can predict with greater certainty, and it's going to probably take a longer time to correct. So that's obviously a negative for us. And I guess the question is how do those two factors interact and what's the net result of that? And then you've got to factor in net of the interest we're paying on the high-yield note how does gain add to that incrementally or not? And if you take the view that we pay down, and certainly we have the ability to do that, 100 million of the note, that significantly reduces the interest cost of the acquisition. And if you look at what gain has to produce to kind of cover the interest cost and provide an incremental return, to the sort of legacy stone X business, you know, it's not a lot and, you know, you've got to sort of factor that in. So I think those are the sort of the key things you've got to think about in terms of the environment going forward. But, you know, we have greater scale than we've ever been. I think, you know, we, you know, to a certain extent, I think if you just look at our gap earnings as reported for the year, I think that is a, an accurate reflection of the earnings power of the combined companies, because, the adjustment, the bargain purchase gain is almost equal to the bottom line earnings of gain during that same period, less the sort of fees we paid. So, you know, now that obviously was sort of an extraordinary, you know, environment. But I think what it does point to is that the combined company has a tremendous earnings power. And, you know, during the COVID situation, it earned $170 million off the tax. Now, I'm not sure we're going to do that in the current environment on a go-forward basis, but, you know, that's how I would think about it, if that's helpful.
spk10: Yes, it is. Thank you very much. Thank you.
spk13: Alfredo, any other questions?
spk06: Once again, that's star one for questions, star one. One moment for questions. And I'm not showing any questions on my end.
spk14: Okay. Well, thanks a lot. Thanks, everyone, for attending. I'd like to just take time to wish everyone on the call, you and your families, happy holidays in these strange times. Stay safe and enjoy the time with your families if you can do it. Thanks very much. Bye-bye.
Disclaimer