![]() KCG Holdings, Inc. (NYSE: KCG) Barclays Americas Select Franchise Conference, London May 20, 2015 Exhibit 99.1 |
![]() Safe Harbor Certain statements contained herein may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects" or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may," or by variations of such words or by similar expressions. These "forward-looking statements" are not historical facts and are based on current expectations, estimates and projections about KCG's industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Any forward-looking statement contained herein speaks only as of the date on which it is made. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict including, without limitation, risks associated with: (i) the strategic business combination (the "Mergers") of Knight Capital Group, Inc. ("Knight") and GETCO Holding Company, LLC ("GETCO"), including, among other things, (a) difficulties and delays in integrating the Knight and GETCO businesses or fully realizing cost savings and other benefits, (b) the inability to sustain revenue and earnings growth, and (c) customer and client reactions to the Mergers; (ii) the August 1, 2012 technology issue that resulted in Knight's broker-dealer subsidiary sending numerous erroneous orders in NYSE-listed and NYSE Arca securities into the market and the impact to Knight's business as well as actions taken in response thereto and consequences thereof; (iii) the sales of KCG's reverse mortgage origination and securitization business, KCG's futures commission merchant and KCG Hotspot; (iv) changes in market structure, legislative, regulatory or financial reporting rules, including the increased focus by regulators, the New York Attorney General, Congress and the media on market structure issues, and in particular, the scrutiny of high frequency trading, alternative trading systems, market fragmentation, colocation, access to market data feeds, and remuneration arrangements such as payment for order flow and exchange fee structures; (v) past or future changes to KCG’s organizational structure and management; (vi) KCG's ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by KCG's customers and potential customers; (vii) KCG's ability to keep up with technological changes; (viii) KCG's ability to effectively identify and manage market risk, operational and technology risk, legal risk, liquidity risk, reputational risk, counterparty and credit risk, international risk, regulatory risk, and compliance risk; (ix) the cost and other effects of material contingencies, including litigation contingencies, and any adverse judicial, administrative or arbitral rulings or proceedings; (x) the effects of increased competition and KCG's ability to maintain and expand market share; and (xi) the completion of the tender offer commenced by KCG on May 4, 2015. The list above is not exhaustive. Readers should carefully review the risks and uncertainties disclosed in KCG's reports with the SEC, including, without limitation, those detailed under "Risk Factors" in KCG's Annual Report on Form 10-K for the year- ended December 31, 2014, Quarterly Report on Form 10-Q for the quarter-ended March 31, 2015, and other reports or documents KCG files with, or furnishes to, the SEC from time to time. For additional disclosures, please see https://www.kcg.com/legal/global-disclosures. |
![]() Investment Rationale 1. A better model for the emerging competitive landscape – agile, scalable, pure-play, execution-only, non-bank 2. A developer of advanced technologies driving the shift in trading from analog to digital across asset classes 3. Prospects for multiyear organic growth direct from core capabilities 4. Strong cash flow generation and early record of capital return 5. Long-term growth opportunities from the after effects of new regulations instituted in response to the global financial crisis of 2008 1 |
![]() The KCG Model Market Making Agency Execution Trading Venues KCG helps retail and institutional investors efficiently buy and sell liquid financial assets around the world. Direct-to-client and non-client, exchange-based market making Agency-based trading on behalf of clients Agency-based trading between principals to transactions 2 A leading, independent global securities firm dedicated exclusively to trading Developer of advanced technologies applicable to market making, agency execution and trading venues in multiple asset classes Delivers consistent, high-quality trade executions that drive trading performance for retail and institutional investors Contributes to better price discovery, deeper liquidity, tighter spreads and lower costs for all market participants |
![]() The Competitive Landscape * KCG Holdings, Inc. was formed July 1, 2013 by the merger of GETCO Holding Company, LLC and Knight Capital Group, Inc. 3 |
![]() Integration and Restructuring Activities 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 4 Closing of sale of Urban Financial (12/2) Inception of share repurchase program (5/2) U.K. broker-dealer consolidation (7/1) Debt refinancing into $500 mn Sr Secured Notes due in 2020 (3/13) Full prepayment of $535 mn first lien credit facility (4/15) U.S. broker-dealer consolidation (1/2) Appointment of Steffen Parratt as CFO (1/6) Announcement of modified Dutch auction tender offer (5/1) A 35% reduction in headcount since the merger close to 1,038 full-time employees (3/31) Appointment of Philip Allison as CEO of KCG Europe Ltd (9/22) Realization of the estimated merger-related cost synergies of $110 mn on an annualized run-rate basis (12/31) Closing of sale of KCG Futures (12/1) Appointment of Charles Haldeman as Non-Executive Chairman of the Board (10/30) Consolidation of legacy alternative trading systems (8/4) Reorganization of KCG Europe Ltd (10/28) Closing of sale of KCG Hotspot (3/13) |
![]() Cash Management: Deleveraging to Capital Return Debt level Cumulative share repurchases Cash (in $ millions) Sources Uses Approximate cash and cash equivalents at July 1, 2013² $ 730 Asset sales³ 304 Free cash flow 278 Debt repayments 857 Funds received from issuance of debt, net 6 488 Distributions from investments, net 58 Share repurchases 8 95 Tender Offer 330 Subtotal 575 Targeted liquidity pool of cash and highly-liquid instruments 350 Approximate remaining cash $ 225 NOTE: Totals may not add due to rounding 1 Debt level and share repurchases for May 2015 and June 2015 assume no principal debt prepayments are made and the $330 million modified Dutch auction tender offer is fully subscribed 2 Represents the aggregate cash and cash equivalents held by GETCO Holding Company, LLC and Knight Capital Group, Inc. at June 30, 2013; also factors in cash activity related to the Mergers on 7/1 including issuance of $535 million First Lien Credit Facility, contribution of $55 million from GA offset by payment to Knight shareholders of $720 million, funding of escrow account to paydown Knight Convertibles of $375 million, payment of debt (and interest on debt) on GETCO's books and fees on Merger-related debt issuances 3 Asset sales represent aggregate cash received to date from sales of Urban Financial of America, KCG's futures commission merchant (FCM) and KCG Hotspot, less estimated taxes payable on the applicable gains and excluding all future consideration 4 Free cash flow represents income from continuing operations less capital expenditures plus non-cash items such as depreciation and amortization, stock-based compensation and non-GAAP adjustments included in Regulation G tables 5 Debt repayments represents total cash used to repay 8.25% $305 million Senior Secured Notes plus its make-whole premium plus $535 million First Lien Credit Facility ($117 million of the paydown of this facility came from the Collateral Account funded on 7/1; $117 million of KCG's cash was then used for the repayment of the remaining principal outstanding of KCG's Convertible Notes 6 Funds received from issuance of debt, net represents issuance of 6.875% $500 million Senior Secured Notes, net of fees paid to third parties directly attributable to the debt issuance 7 Distributions from investments, net represents cash received as returns on capital related to KCG's investments, net of additional investments made 8 Represents share repurchases under the initial $150 million share repurchase program authorized by the KCG Board of Directors on May 1, 2014 9 Represents the maximum amount available for share repurchases under the modified Dutch auction tender offer announced in May 2015. 10 Targeted liquidity pool, as described in KCG's SEC filings within Item 3 ‘Quantitative and Qualitative Disclosures About Market Risk’ 11 Represents cash in excess of the targeted liquidity pool, a portion of which is contained in Cash and cash equivalents and the remainder is used to fund daily operations and contained elsewhere on the balance sheet including within Receivable from brokers, dealers and clearing organizations 5 5 7 9 11 4 10 |
![]() Consolidated Financials 6 Compensation and benefits Communications and data processing Depreciation and amortization Debt interest expense Professional fees Occupancy and equipment rentals Business development Other KCG balance sheet As of March 31, 2015 (in $ millions) Cash and cash equivalents 990.5 Debt³ 799.8 Stockholders’ equity 1,783.3 - - - Debt-to-tangible equityratio 4 0.30 - - - Bookvalue per share 5 $15.10 Tangible book value per share 5 $13.86 1 See addendum for a reconciliation of GAAP to non-GAAP financial results; quarterly averages are derived from totals provided in the charts 2 Free cash flow represents income from continuing operations less capital expenditures plus non-cash items such as depreciation and amortization, stock-based compensation and non-GAAP adjustments included in the Regulation G tables 3 Debt at March 31, 2015 included the 8.25% $305 million Senior Secured Notes, which were redeemed subsequent to the quarter close using funds held in escrow 4 Debt-to-tangible equity ratio at March 31, 2015 excludes the 8.25% $305 million Senior Secured Notes redeemed subsequent to the quarter close; tangible equity is calculated by subtracting goodwill and intangible assets from equity 5 Tangible book value is calculated by subtracting goodwill and intangible assets from equity; based on shares outstanding of 118.1 million, including restricted stock units (RSUs) Non-GAAP pre-tax income from continuing operations Free cash flow from operating income² |
![]() Prospects for Multiyear Organic Growth 7 Market Making Agency Execution Trading Venues Market Making: Agency Execution: Trading Venues: Incremental market share gains in U.S. equities from strategic clients and expanded capabilities, Market making in fixed income, currencies and commodities on a global basis, Building out the client network in Europe Expansion of algorithmic trading among U.S. and European asset managers, The continued growth of ETF assets under management and trading volume, The potential for unbundling Expansion of the KCG BondPoint offering for institutional clients Industry consolidation among ATSs |
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![]() Regulation G Reconciliation of Non-GAAP Financial Measures (Continuing Operations) 3 months ended March 31, 2015 Market Making Global Execution Services Corporate and Other Consolidated Reconciliation of GAAP pre-tax to non-GAAP pre-tax: GAAP income (loss) from continuing operations before income taxes $ 39,340 $ 381,058 $ (14,270) $ 406,128 Gain on sale of KCG Hotspot - (385,026) - (385,026) Professional fees related to sale of KCG Hotspot - 6,736 - 6,736 Compensation expense related to sale of KCG Hotspot - 4,457 - 4,457 Lease loss accrual, net - - 132 132 Non-GAAP income (loss) from continuing operations before income taxes $ 39,340 $ 7,225 $ (14,138) $ 32,427 9 |
![]() Regulation G Reconciliation of Non-GAAP Financial Measures (Continuing Operations) 3 months ended December 31, 2014 Market Making Global Execution Services Corporate and Other Consolidated Reconciliation of GAAP pre-tax to non-GAAP pre-tax: GAAP income (loss) from continuing operations before income taxes $ 42,710 $ 9,968 $ (26,147) $ 26,531 Gain on sale of FCM - (2,116) - (2,116) Lease loss accrual, net - - 6,117 6,117 Non-GAAP income (loss) from continuing operations before income taxes $ 42,710 $ 7,852 $ (20,030) $ 30,532 10 |
![]() 3 months ended September 30, 2014 Market Making Global Execution Services Corporate and Other Consolidated Reconciliation of GAAP pre-tax to non-GAAP pre-tax: GAAP loss from continuing operations before income taxes $ (8,033) $ (1,664) $ (5,538) $ (15,235) Net gain related to tradeMONSTER combination with OptionsHouse - - (15,105) (15,105) Compensation related to reduction in workforce and other employee separations 2,786 3,577 4,158 10,521 Writedown of assets and lease loss accrual, net - - 301 301 Non-GAAP (loss) income from continuing operations before income taxes $ (5,247) $ 1,913 $ (16,184) $ (19,518) Regulation G Reconciliation of Non-GAAP Financial Measures (Continuing Operations) 11 |
![]() Regulation G Reconciliation of Non-GAAP Financial Measures (Continuing Operations) 3 months ended June 30, 2014 Market Making Global Execution Services Corporate and Other Consolidated Reconciliation of GAAP pre-tax to non-GAAP pre-tax: GAAP income (loss) from continuing operations before income taxes $ 36,004 $ 736 $ (22,233) $ 14,507 Writedown of capitalized debt costs - - 1,995 1,995 Compensation related to reduction in workforce 383 1,886 800 3,069 Writedown of assets and lease loss accrual, net 452 - 1,489 1,941 Non-GAAP income (loss) from continuing operations before income taxes $ 36,839 $ 2,622 $ (17,949) $ 21,512 12 |
![]() Regulation G Reconciliation of Non-GAAP Financial Measures (Continuing Operations) 3 months ended March 31, 2014 Market Making Global Execution Services Corporate and Other Consolidated Reconciliation of GAAP pre-tax to non-GAAP pre-tax: GAAP income (loss) from continuing operations before income taxes $ 76,032 $ 2,016 $ (18,664) $ 59,384 Writedown of capitalized debt costs - - 7,557 7,557 Income resulting from the merger of BATS and Direct Edge, net - - (9,644) (9,644) Lease loss accrual, net 359 - (93) 266 Non-GAAP income (loss) from continuing operations before income taxes $ 76,391 $ 2,016 $ (20,844) $ 57,563 13 |
![]() Regulation G Reconciliation of Non-GAAP Financial Measures (Continuing Operations) 3 months ended December 31, 2013 Market Making Global Execution Services Corporate and Other Consolidated Reconciliation of GAAP pre-tax to non-GAAP pre-tax: GAAP income (loss) from continuing operations before income taxes $ 47,951 $ (4,491) $ (60,159) $ (16,699) Compensation and other expenses related to a reduction in workforce 5,254 5,447 708 11,409 Professional and other fees related to Mergers and August 1st technology issue - - 2,785 2,785 Writedown of capitalized debt costs - - 13,209 13,209 Gain on strategic asset - - (1,359) (1,359) Writedown of assets and lease loss accrual - 1,681 8,819 10,500 Non-GAAP income (loss) from continuing operations before income taxes $ 53,205 $ 2,637 $ (35,997) $ 19,845 14 |
![]() Regulation G Reconciliation of Non-GAAP Financial Measures (Continuing Operations) 3 months ended September 30, 2013 Market Making Global Execution Services Corporate and Other Consolidated Reconciliation of GAAP pre-tax to non-GAAP pre-tax: GAAP income (loss) from continuing operations before income taxes $ 47,853 $ (16,354) $ 89,874 $ 121,373 Gain on investment in Knight Capital Group, Inc. - - (127,972) (127,972) Compensation and other expenses related to reduction in workforce 2,309 15,132 - 17,441 Professional and other fees related to Mergers and August 1st technology issue - - 7,269 7,269 Writedown of assets and lease loss accrual, net 108 - 828 936 Non-GAAP income (loss) from continuing operations before income taxes $ 50,270 $ (1,222) $ (30,001) $ 19,047 15 |
![]() Regulation G Reconciliation of Non-GAAP Financial Measures (Continuing Operations) 3 months ended March 31, 2015 GAAP Adjustments for non-GAAP presentation KCG non-GAAP, normalized expenses Reconciliation of GAAP expenses to KCG non-GAAP, normalized expenses: Employee compensation and benefits 106,718 4,457 102,261 Communications and data processing 33,764 - 33,764 Depreciation and amortization 20,615 - 20,615 Debt interest expense 8,463 - 8,463 Professional fees 11,181 6,736 4,445 Occupancy and equipment rentals 7,340 - 7,340 Business development 1,857 - 1,857 Lease loss accrual, net 132 132 - Other 7,808 - 7,808 Total expenses¹ $ 197,878 $ 11,325 $ 186,553 16 1 Total expenses exclude transaction-based expenses which fluctuate based on market conditions and client activity. |
![]() 3 months ended December 31, 2014 GAAP Adjustments for non-GAAP presentation KCG non-GAAP, normalized expenses Reconciliation of GAAP expenses to KCG non-GAAP, normalized expenses: Employee compensation and benefits 116,214 - 116,214 Communications and data processing 36,945 - 36,945 Depreciation and amortization 21,224 - 21,224 Debt interest expense 7,721 - 7,721 Professional fees 5,695 - 5,695 Occupancy and equipment rentals 8,514 - 8,514 Business development 2,308 - 2,308 Lease loss accrual, net 6,117 6,117 - Other 9,822 - 9,822 Total expenses¹ $ 214,561 $ 6,117 $ 208,444 Regulation G Reconciliation of Non-GAAP Financial Measures (Continuing Operations) 17 1 Total expenses exclude transaction-based expenses which fluctuate based on market conditions and client activity. |
![]() Regulation G Reconciliation of Non-GAAP Financial Measures (Continuing Operations) 3 months ended September 30, 2014 GAAP Adjustments for non-GAAP presentation KCG non-GAAP, normalized expenses Reconciliation of GAAP expenses to KCG non-GAAP, normalized expenses: Employee compensation and benefits 95,307 10,521 84,786 Communications and data processing 38,576 - 38,576 Depreciation and amortization 20,298 - 20,298 Debt interest expense 7,714 - 7,714 Professional fees 7,161 - 7,161 Occupancy and equipment rentals 7,672 - 7,672 Business development 3,163 - 3,163 Writedown of assets and lease loss accrual, net 301 301 - Other 10,580 - 10,580 Total expenses¹ $ 190,772 $ 10,822 $ 179,950 18 1 Total expenses exclude transaction-based expenses which fluctuate based on market conditions and client activity. |
![]() 3 months ended June 30, 2014 GAAP Adjustments for non-GAAP presentation KCG non-GAAP, normalized expenses Reconciliation of GAAP expenses to KCG non-GAAP, normalized expenses: Employee compensation and benefits 103,430 3,069 100,361 Communications and data processing 38,279 - 38,279 Depreciation and amortization 19,823 - 19,823 Debt interest expense 7,497 - 7,497 Professional fees 7,337 - 7,337 Occupancy and equipment rentals 8,235 - 8,235 Business development 2,609 - 2,609 Writedown of assets, lease loss accrual and capitalized debt costs 3,936 3,936 - Other 10,767 - 10,767 Total expenses¹ $ 201,913 $ 7,005 $ 194,908 Regulation G Reconciliation of Non-GAAP Financial Measures (Continuing Operations) 19 1 Total expenses exclude transaction-based expenses which fluctuate based on market conditions and client activity. |
![]() 3 months ended March 31, 2014 GAAP Adjustments for non-GAAP presentation KCG non-GAAP, normalized expenses Reconciliation of GAAP expenses to KCG non-GAAP, normalized expenses: Employee compensation and benefits 122,319 - 122,319 Communications and data processing 36,796 - 36,796 Depreciation and amortization 20,103 - 20,103 Debt interest expense 9,524 - 9,524 Professional fees 5,402 - 5,402 Occupancy and equipment rentals 8,285 - 8,285 Business development 1,683 - 1,683 Lease loss accrual and writedown of capitalized debt costs 7,823 7,823 - Other 8,643 - 8,643 Total expenses¹ $ 220,578 $ 7,823 $ 212,755 Regulation G Reconciliation of Non-GAAP Financial Measures (Continuing Operations) 20 1 Total expenses exclude transaction-based expenses which fluctuate based on market conditions and client activity. |
![]() 3 months ended December 31, 2013 GAAP Adjustments for non-GAAP presentation KCG non-GAAP, normalized expenses Reconciliation of GAAP expenses to KCG non-GAAP, normalized expenses: Employee compensation and benefits 112,209 11,409 100,800 Communications and data processing 37,512 - 37,512 Depreciation and amortization 19,566 - 19,566 Debt interest expense 12,943 - 12,943 Professional fees 7,734 2,491 5,243 Occupancy and equipment rentals 9,358 - 9,358 Business development 1,923 - 1,923 Lease loss accrual and writedown of capitalized debt costs 23,709 23,709 - Other 13,066 294 12,772 Total expenses¹ $ 238,020 $ 37,903 $ 200,117 Regulation G Reconciliation of Non-GAAP Financial Measures (Continuing Operations) 21 1 Total expenses exclude transaction-based expenses which fluctuate based on market conditions and client activity. |
![]() 3 months ended September 30, 2013 GAAP Adjustments for non-GAAP presentation KCG non-GAAP, normalized expenses Reconciliation of GAAP expenses to KCG non-GAAP, normalized expenses: Employee compensation and benefits 129,631 17,441 112,190 Communications and data processing 44,046 - 44,046 Depreciation and amortization 20,091 - 20,091 Debt interest expense 19,350 2,982 16,368 Professional fees 9,077 4,087 4,990 Occupancy and equipment rentals 8,898 - 8,898 Business development 2,644 200 2,444 Writedown of assets and lease loss accrual, net 936 936 - Other 11,318 - 11,318 Total expenses¹ $ 245,991 $ 25,647 $ 220,345 Regulation G Reconciliation of Non-GAAP Financial Measures (Continuing Operations) 22 1 Total expenses exclude transaction-based expenses which fluctuate based on market conditions and client activity. |
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