ADDITIONAL FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
ADDITIONAL FINANCIAL INFORMATION | ' |
ADDITIONAL FINANCIAL INFORMATION |
Fair Value Measurement |
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis during the period and the related hierarchy levels (amounts in thousands): |
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| Fair Value Measurements on a Recurring Basis | | | |
as of September 30, 2013 | | | |
| Level 1 | | Level 2 | | Level 3 | | Total | | | |
Financial Assets/(Liabilities): | | | | | | | | | | |
Money market accounts | $ | 1,058 | | | $ | — | | | $ | — | | | $ | 1,058 | | | | |
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Open contracts and other positions | — | | | (10,739 | ) | | — | | | (10,739 | ) | | | |
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CIBC treasury bills | 721 | | | — | | | — | | | 721 | | | | |
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Certificates of deposit | 82 | | | — | | | — | | | 82 | | | | |
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Investment in gold | 133 | | | — | | | — | | | 133 | | | | |
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Customer and broker open contracts and other positions | — | | | 123,121 | | | — | | | 123,121 | | | | |
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Total | $ | 1,994 | | | $ | 112,382 | | | $ | — | | | $ | 114,376 | | | | |
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| Fair Value Measurements on a Recurring Basis | | | |
as of December 31, 2012 | | | |
| Level 1 | | Level 2 | | Level 3 | | Total | | | |
Financial Assets: | | | | | | | | | | |
Money market accounts | $ | 12,064 | | | $ | — | | | $ | — | | | $ | 12,064 | | | | |
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Open contracts and other positions | 810 | | | — | | | — | | | 810 | | | | |
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U.S. treasury bills | 29,998 | | | — | | | — | | | 29,998 | | | | |
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CIBC treasury bills | 1,355 | | | — | | | — | | | 1,355 | | | | |
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Certificates of deposit | 82 | | | — | | | — | | | 82 | | | | |
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Investment in gold | 168 | | | — | | | — | | | 168 | | | | |
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Customer and broker open contracts and other positions | 74,943 | | | — | | | — | | | 74,943 | | | | |
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Total | $ | 119,420 | | | $ | — | | | $ | — | | | $ | 119,420 | | | | |
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The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period. The Company has included Open contracts and other positions and Customer and broker open contracts and other positions as Level 2 as of September 30, 2013 as these represent the fair value of the derivative contracts which are indexed to securities and commodities with quoted prices in active markets. |
Level 1 Financial Assets |
The Company has money market accounts, certificates of deposit, CIBC treasury bills and an investment in gold that are Level 1 financial instruments that are recorded based upon listed or quoted market rates. The money market accounts are recorded in Cash and cash equivalents and Cash and securities held for customers, the treasury bills are recorded in Cash and cash equivalents and Short term investments, based upon their maturity, the certificates of deposit are recorded in Short term investments and the investment in gold is recorded in Receivables from banks and brokers. |
Level 2 Financial Assets and Liabilities |
The Company has open contracts and other positions that are Level 2 financial instruments that are recorded in Receivables from banks and brokers. |
The Company has customer and broker open contracts and other positions that are Level 2 financial instruments that are recorded in Payable to customers, brokers, dealers, FCMs and other regulated entities. |
These Level 2 financial instruments are based upon directly observable values for underlying instruments. |
Financial Instruments Not Measured at Fair Value |
The table below presents the carrying value, fair value and fair value hierarchy category of certain financial instruments that are not measured at fair value in the Condensed Consolidated Balance Sheet (amounts in thousands). The carrying values of Receivables from banks and brokers not measured at fair value approximate fair value because of the relatively short period of time between their origination and expected maturity. The carrying values of Payables to customers, brokers, dealers, FCMs, and other regulated entities include amounts deposited by these financial institutions in order for the Company to act as a clearing broker. The carrying value of Payables to customers, brokers, dealers, FCMs, and other regulated entities are based on observable market prices and approximate fair value. The carrying value of Loan payable represents the term loan entered into as part of the GFT acquisition (see note 6). The loan is at a market rate and therefore the carrying value is deemed to be the fair value. The carrying value of Accrued expense and other liabilities includes $20.0 million, referred to as the Holdback Amount, to be paid net of an amount required to settle certain liabilities of GFT after the closing date of the acquisition (see note 5). The carrying values of Accrued expense and other liabilities not measured at fair value approximate fair value because of the relatively short period of time between their origination and expected settlement date. |
In April 2011, the Company acquired customer account balances and effective customer agreements from Deutsche Bank AG, relating to Deutsche Bank’s “dbFX” business, for an upfront payment and additional contractual future payments to be made to Deutsche Bank based upon volume generated from the acquired customers over a two-year period following the closing of the acquisition. In accordance with ASC 835-30, Interest, the Company accounted for the payments due to dbFX as a note payable. As such, the total payments due to dbFX under the agreement were discounted to their present value using an imputed rate of interest. This liability was settled during July 2013. |
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| As of September 30, 2013 | | Fair Value Measurements using: |
| Carrying Value | | Fair Value | | Quoted Prices | | Significant | | Significant |
in Active | Observable | Unobservable |
Markets for | Inputs | Inputs |
Identical Assets | (Level 2) | (Level 3) |
(Level 1) | | |
Financial Assets: | | | | | | | | | |
Receivables from banks and brokers | $ | 197,044 | | | $ | 197,044 | | | — | | | $ | 197,044 | | | — | |
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Financial Liabilities: | | | | | | | | | |
Payables to customers, brokers, dealers, FCMs and other regulated entities | 807,192 | | | 807,192 | | | — | | | 807,192 | | | — | |
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Loan payable | $ | 33,200 | | | $ | 33,200 | | | | | $ | 33,200 | | | |
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Accrued expense and other liabilities | $ | 20,000 | | | $ | 20,000 | | | | | $ | 20,000 | | | |
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| As of December 31, 2012 | | Fair Value Measurements using: |
| Carrying Value | | Fair Value | | Quoted Prices | | Significant | | Significant |
in Active | Observable | Unobservable |
Markets for | Inputs | Inputs |
Identical Assets | (Level 2) | (Level 3) |
(Level 1) | | |
Financial Assets: | | | | | | | | | |
Receivables from banks and brokers | $ | 89,106 | | | $ | 89,106 | | | — | | | $ | 89,106 | | | — | |
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Financial Liabilities: | | | | | | | | | |
Payables to customers, brokers, dealers, FCMs and other regulated entities | $ | 371,368 | | | $ | 371,368 | | | — | | | $ | 371,368 | | | — | |
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Payable to dbFX | $ | 2,386 | | | $ | 2,392 | | | — | | | — | | | $ | 2,392 | |
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The Company’s investment in Kapitall, Inc., recorded in Other assets, is carried at cost. It is not practical to estimate the fair value of the Kapitall, Inc. stock as Kapitall, Inc. is a privately held company and there is no available market transaction data. |
Receivables from Banks and Brokers |
Amounts receivable from banks and brokers consisted of the following as of (amounts in thousands): |
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| 30-Sep-13 | | 31-Dec-12 | | | | | | | | | | | |
Required collateral | $ | 119,298 | | | $ | 47,595 | | | | | | | | | | | | |
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Cash in excess of required collateral | 77,746 | | | 41,343 | | | | | | | | | | | | |
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Open positions | (10,739 | ) | | 810 | | | | | | | | | | | | |
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Investment in spot gold | 133 | | | 168 | | | | | | | | | | | | |
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| $ | 186,438 | | | $ | 89,916 | | | | | | | | | | | | |
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The Company has posted funds with banks and brokers as collateral required by agreements for holding trading positions. In addition, the Company has deposited with such banks and brokers cash in excess of required collateral. These amounts are reflected as Receivables from banks and brokers on the Condensed Consolidated Balance Sheets. |
Derivatives |
The Company's contracts with its customers and its liquidity providers are deemed to be derivative instruments. The table below represents the fair values of the Company’s derivative instruments reported within Receivables from banks and brokers and Payables to customers, brokers, dealers, FCMs and other regulated entities on the accompanying Condensed Consolidated Balance Sheet (amounts in thousands): |
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| September 30, 2013 | | | | | | | |
| Gross amounts of | | Gross amount of | | Net amounts of | | | | | | | |
assets for | liabilities for | assets/liabilities | | | | | | | |
derivative open | derivative open | for derivative | | | | | | | |
positions at fair | positions at fair | open positions at | | | | | | | |
value | value | fair value | | | | | | | |
Derivative Instruments: | | | | | | | | | | | | |
Foreign currency exchange contracts | $ | 134,088 | | | $ | 29,000 | | | $ | 105,088 | | | | | | | | |
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CFD contracts | 29,595 | | | 28,210 | | | 1,385 | | | | | | | | |
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Metals contracts | 10,038 | | | 4,129 | | | 5,909 | | | | | | | | |
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Total | $ | 173,721 | | | $ | 61,339 | | | $ | 112,382 | | | | | | | | |
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| September 30, 2013 | | | | | | | |
| Cash Collateral | | Net amounts of | | Net amounts of | | | | | | | |
assets/liabilities | assets/liabilities | | | | | | | |
for derivative | presented in the | | | | | | | |
open positions at | balance sheet | | | | | | | |
fair value | | | | | | | | |
Derivative Assets/Liabilities: | | | | | | | | | | | | |
Receivables from bank and brokers | $ | 197,044 | | | $ | (10,739 | ) | | $ | 186,438 | | | | | | | | |
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Payables to customers, brokers, dealers, FCMs and other regulated entities | $ | 807,192 | | | $ | 123,121 | | | $ | 684,071 | | | | | | | | |
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The Company’s derivatives include different contract types, which vary in price. Foreign exchange contracts typically have prices less than two dollars, while certain metals contracts and contracts for difference can be considerably higher priced. The table below represents the notional values of the Company’s derivative instruments reported within Receivables from banks and brokers and Payables to customers, brokers, dealers, FCMs and other regulated entities on the accompanying Condensed Consolidated Balance Sheet (amounts in millions): |
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| September 30, 2013 | | | | | | | | | | | |
| Notional amounts | | Notional amounts | | | | | | | | | | | |
of derivative open | of derivative open | | | | | | | | | | | |
long positions | short positions | | | | | | | | | | | |
Derivative Instruments: | | | | | | | | | | | | | | |
Foreign currency exchange contracts | $ | 2,805 | | | $ | 3,713 | | | | | | | | | | | | |
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CFD contracts | 331 | | | 62 | | | | | | | | | | | | |
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Metals contracts | 1 | | | — | | | | | | | | | | | | |
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Total | $ | 3,137 | | | $ | 3,775 | | | | | | | | | | | | |
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The Company did not designate any of its derivatives as hedging instruments. Net gains/(losses) with respect to derivative instruments reflected in Trading Revenue in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income for the nine months ended September 30, 2013 were as follows (amounts in thousands): |
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Derivative Instruments: | | | | | | | | | | | | | | | | |
Foreign currency exchange contracts | $ | 88,111 | | | | | | | | | | | | | | | | |
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CFD contracts | 11,324 | | | | | | | | | | | | | | | | |
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Metals contracts | 44,273 | | | | | | | | | | | | | | | | |
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Total | $ | 143,708 | | | | | | | | | | | | | | | | |
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Property and Equipment |
Property and equipment, including leasehold improvements and capitalized software development costs, consisted of the following as of (amounts in thousands): |
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| 30-Sep-13 | | 31-Dec-12 | | | | | | | | | | | |
Software | $ | 24,157 | | | $ | 19,757 | | | | | | | | | | | | |
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Computer equipment | 6,634 | | | 5,248 | | | | | | | | | | | | |
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Leasehold improvements | 6,518 | | | 1,863 | | | | | | | | | | | | |
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Telephone equipment | 725 | | | 725 | | | | | | | | | | | | |
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Office equipment | 1,944 | | | 1,471 | | | | | | | | | | | | |
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Furniture and fixtures | 1,107 | | | 241 | | | | | | | | | | | | |
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Web site development costs | 654 | | | 654 | | | | | | | | | | | | |
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| 41,739 | | | 29,959 | | | | | | | | | | | | |
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Less: Accumulated depreciation and amortization | (23,108 | ) | | (18,936 | ) | | | | | | | | | | | |
Property and equipment, net | $ | 18,631 | | | $ | 11,023 | | | | | | | | | | | | |
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As mentioned in Note 1 above, in September 2013, the Company purchased all of the outstanding share capital of GFT. The allocation of the preliminary purchase price to property and equipment is detailed below in Note 5, “Acquisition”. |
Depreciation and amortization expense for property and equipment was $1.9 million and $1.1 million for the three months ended September 30, 2013 and 2012, respectively, and $5.2 million and $3.2 million for the nine months ended September 30, 2013 and 2012, respectively. |
Intangible Assets |
The Company's various finite-lived intangible assets consisted of the following as of (amounts in thousands): |
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| 30-Sep-13 | | 31-Dec-12 | | | |
| Cost | | Accumulated | | Cost | | Accumulated | | | |
Amortization | Amortization | | | |
Customer list | $ | 21,974 | | | $ | (13,237 | ) | | $ | 19,356 | | | $ | (12,138 | ) | | | |
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Technology | 26,860 | | | (352 | ) | | 1,560 | | | (37 | ) | | | |
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Trademark | 750 | | | (14 | ) | | 430 | | | (14 | ) | | | |
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Non-compete agreement | — | | | — | | | 1,859 | | | (1,510 | ) | | | |
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| $ | 49,584 | | | $ | (13,603 | ) | | $ | 23,205 | | | $ | (13,699 | ) | | | |
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As mentioned in Note 1 above, in September 2013, the Company purchased all of the outstanding share capital of GFT. The allocation of the preliminary purchase price to intangible assets is detailed below in Note 5, “Acquisition”. |
In 2003, the Company acquired the Forex.com domain name for $0.3 million, and in 2004, the foreignexchange.com domain name was purchased for $0.1 million. Because the rights to use these domain names require the payment of a nominal annual renewal fee, management determined that there was no legal, regulatory or technological limitation on their useful lives. Accordingly, these indefinite-lived assets are not amortized. In accordance with ASC 350-10, the Company tests intangible assets for impairment on an annual basis in the fourth quarter and on an interim basis when conditions indicate impairment may have occurred. |
Amortization expense for the purchased intangibles was $0.5 million and $0.6 million for the three months ended September 30, 2013 and 2012, respectively and $1.7 million and $3.4 million for the nine months ended September 30, 2013 and 2012, respectively. Intangibles arising on the GFT acquisition contributed seven days of amortization expense amounting to $0.1 million. |
Goodwill |
Goodwill is calculated as the difference between the cost of acquisition and the fair value of the net identifiable assets of an acquired business. As of September 30, 2013 and December 31, 2012, the Company had recorded goodwill of approximately $11.4 million and $9.0 million, respectively. |
Goodwill increased $1.7 million as a result of the acquisition of GFT. In addition, during the nine months ended September 30, 2013, the finalization of the fair value of assets acquired as a result of the OEC acquisition in 2012 resulted in an increase of $0.7 million to goodwill. |
Other Assets |
Other assets consisted of the following as of (amounts in thousands): |
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| 30-Sep-13 | | 31-Dec-12 | | | | | | | | | | | |
Vendor and security deposits | $ | 3,508 | | | $ | 3,647 | | | | | | | | | | | | |
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Current tax receivable | 7,125 | | | 5,549 | | | | | | | | | | | | |
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Deferred tax assets | 3,338 | | | 4,968 | | | | | | | | | | | | |
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Investment in Kapitall, Inc. | 500 | | | 500 | | | | | | | | | | | | |
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Indemnification asset | 12,077 | | | — | | | | | | | | | | | | |
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Miscellaneous receivables | 8,422 | | | 2,489 | | | | | | | | | | | | |
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| $ | 34,970 | | | $ | 17,153 | | | | | | | | | | | | |
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The Company has recorded a liability of $12.3 million in Accrued expenses and other liabilities. This represents the Company's best estimate for the settlement of certain liabilities that were incurred as a result of ordinary course of operations in GFT prior to its acquisition. The actual amount required to settle these liabilities may vary from this estimate. |
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Under the terms of the acquisition of GFT, the selling stockholder of GFT has agreed to indemnify the Company for these liabilities that are expected to be settled after September 24, 2013. Based on the Company's best estimate of the amounts necessary to settle such liabilities, the Company recorded an indemnification asset of $12.1 million at September 30, 2013. This is included within Other current assets in the preliminary purchase price allocation of GFT, refer to note 5. |