Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2013 |
Accounting Policies [Abstract] | ' |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | ' |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION |
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Description of Business |
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GAIN Capital Holdings, Inc., together with its subsidiaries (the “Company”) is a Delaware corporation formed and incorporated on March 24, 2006. GAIN Holdings, LLC is a wholly-owned subsidiary of GAIN Capital Holdings, Inc., and it owns all outstanding membership units in GAIN Capital Group, LLC (“Group, LLC”), the primary regulated entity in the United States of America. |
Group, LLC is a retail foreign exchange dealer (“RFED”) and a registered Futures Commission Merchant (“FCM”) with the Commodity Futures Trading Commission (“CFTC”). As such, it is subject to the regulations of the CFTC, an agency of the U.S. Government, and the rules of the National Futures Association (“NFA”), an industry self-regulatory organization. |
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GAIN Capital Forex.com UK Ltd. (“GCUK”) is registered in the UK and regulated by the Financial Services Authority |
(“FSA”) as a full scope €730k BIPRU Investment Firm. |
The following list includes each of the Company’s significant U.S. and international regulated subsidiaries: |
GAIN Capital Group, LLC |
GAIN Capital-Forex.com U.K., Ltd. |
Forex.com Japan Co., Ltd. |
GAIN Capital Forex.com Australia Pty. Ltd. |
GAIN Capital-Forex.com Hong Kong Ltd. |
GAIN Capital-Forex.com Canada, Ltd. |
GAIN GTX, LLC |
Global Futures & Forex, Ltd. |
GFT Global Markets UK Ltd. |
GFT Global Markets Asia Pte., Ltd. |
In September 2013, the Company purchased all of the outstanding share capital of Global Futures & Forex, Ltd., a Michigan corporation ("GFT"). See Note 5 "Acquisitions" for further details related to this acquisition. |
During 2012, the Company purchased all of the outstanding shares of capital stock of Paragon Futures Group, Inc., a Delaware corporation. Paragon owned all of the membership interests of Open E Cry, LLC (together “OEC”), an internet based futures business subject to the regulations of the CFTC. In November 2012, OEC was merged into Group, LLC. See Note 5 "Acquisitions" for further details related to this acquisition. |
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Basis of Presentation and Principles of Consolidation |
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In connection with the preparation of its Form 10-Q in the third quarter of 2013, the Company identified an error in the income tax provision and in the corresponding recognized tax assets and liabilities recorded in the year ended December 31, 2010. The Company considered guidance in ASC 250, including ASC 250-10-S99 SEC, formerly Staff Accounting Bulletin Release Topic 1.M, Materiality (“SAB 99”), and SEC Staff Accounting Bulletin Release Topic 1.N, Considering the Effect of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”), and concluded that the error did not constitute a material change to its previously issued consolidated financial statements. However, in order to accurately reflect the tax charge in the appropriate period, the Company has restated the Other assets, net, Income tax payable and Retained earnings balances as of December 31, 2012 to reflect the adjustment as if it had been made in the correct period. |
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The table below describes the impact on the Consolidated Balance Sheet of the changes described above: |
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| Restated 2012 | As reported 2012 |
Other assets, net | 17,153 | | 17,804 | |
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Income tax payable | 1,481 | | 1,275 | |
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Retained earnings | 84,772 | | 85,629 | |
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Previously, the Company presented certain acquisition expenses in "General and administrative". To provide greater transparency into these costs and enable easier comparison of operating performance, the Company has reclassified these costs to "Acquisition expense". The change in presentation has no effect on the total expenses. |
Consolidation |
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances are eliminated in consolidation. The Company applies relevant accounting standards governing consolidations in determining its own principles of consolidation. |
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Use of Estimates |
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The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. In presenting the consolidated financial statements, management makes estimates regarding: |
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• | Valuation of assets and liabilities requiring fair value estimates; | | | |
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• | The allowance for doubtful accounts; | | | |
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• | The realization of deferred taxes; | | | |
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• | The carrying amount of goodwill and other intangible assets; | | | |
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• | The amortization period of intangible assets and other long-lived assets with finite lives; | | | |
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• | Incentive based compensation accruals and valuation of share-based payment arrangements; | | | |
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• | Transfer pricing; and | | | |
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• | Other matters that affect the reported amounts and disclosure of contingencies in the consolidated financial statements. | | | |
Estimates, by their nature, are based on judgment and available information. Therefore, actual results could differ from those estimates and could have a material impact on the consolidated financial statements, and it is possible that such changes could occur in the near term. |
Revenue Recognition |
Revenue is recognized in accordance with revenue recognition guidance. The Company generates revenue from forex trading, metals trading, futures trading, Contracts-for-difference (“CFDs”) in markets which do not prohibit such transactions and other financial products. The Company categorizes revenue as Trading revenue, Commission revenue, Other revenue and Interest revenue. |
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Trading revenue is generated from the bid/offer spread the Company offers its customers and any net gains and losses generated through changes in the market value of the currencies and other products held in the Company’s net exposure. |
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Gains or losses are realized when customer transactions are liquidated. Unrealized gains or losses on trading positions are revalued at prevailing foreign currency exchange rates (the difference between contract price and market price) at the date of the balance sheet and are included in Receivables from banks and brokers as well as Payables to customers, brokers, dealers, FCMs and other regulated entities on the Consolidated Balance Sheets. Changes in net unrealized gains or losses are recorded in Trading revenue on the Consolidated Statements of Operations and Comprehensive Income. |
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The Company receives Commission revenue for customers' use of its platform or services, without taking any market or credit risk. Commission revenue is determined by the volume of trades. Commission revenue has historically been comprised of revenue from our GTX business, revenue from our futures business, and revenue from GAIN Securities, our securities business. In October 2013, GAIN Securities transferred substantially all of its customer accounts to TradeKing, LLC. Since we acquired GFT in September 2013, we have also realized commission revenue from the sales trader business acquired from GFT. Our sales traders offer high-touch trading services to high net worth individuals. |
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Other revenue, on the Consolidated Statements of Operations and Comprehensive Income, is comprised of account management, transaction, and performance fees related to customers who have assigned trading authority to the Company’s subsidiary Gain Capital Asset Management, (“GCAM”); inactivity and training fees charged to customer accounts; foreign currency transaction gains and losses and other miscellaneous items from each of our businesses. |
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Interest revenue and interest expense are recorded when earned and incurred, respectively. Net interest (expense) revenue consists primarily of the revenue generated by Company cash and customer cash held and invested at banks, money market funds, in U.S. treasury bills, in Canadian Imperial Bank of Commerce (“CIBC”) treasury bills and on deposit as collateral with the Company’s wholesale forex trading partners, less interest paid to customers on their balances, interest expense on our term loan and revolver, interest expense on the amounts payable to dbFX per the terms of the asset acquisition and interest expense on our convertible senior notes. |
Selling and marketing |
Selling and marketing costs are incurred for the production and communication of advertising, as well as other marketing activities. The total amount charged to selling and marketing was $22.3 million, $27.0 million and $36.2 million for the years ended December 31 2013, 2012 and 2011, respectively. |
Restructuring expenses |
In 2013 and 2012, the Company incurred restructuring expenses, which reflected costs arising from headcount reductions and other exit costs, measured and disclosed in accordance with relevant accounting guidance. |
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Acquisition expenses |
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In 2013 and 2012, the Company incurred acquisition related expenses, which included non-recurring costs, such as legal, accounting, valuation and other costs specified in accounting guidance. These costs are expensed as incurred. |
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Integration expenses |
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In 2013, the Company incurred integration expenses, which are non-recurring acquisition related costs that do not meet the definition of acquisition costs specified in accounting guidance. These costs include incentive payments to employees to remain through the acquisition, as well as accelerated amortization of assets due to the consolidation of trading platforms, resulting from the GFT acquisition. |
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Impairment of investment |
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In 2013, the Company’s investment in Kapitall, Inc., a cost basis minority interest originating in 2011, became impaired. |
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Gain on extinguishment of debt |
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The Company settled its GFT acquisition financing for less than the principal amount, in exchange for early payment. The difference between the principal and payment constituted Gain on extinguishment of debt. |
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Cash and cash equivalents |
The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of acquisition to be cash equivalents. At December 31, 2013 and 2012, the Company’s cash and cash equivalents consisted of money market accounts and U.S. Treasury Bills with a maturity of 90 days or less. Cash equivalents are recorded at fair value. |
Cash and securities held for customers |
Cash and securities held for customers represents cash held to fund customer liabilities in connection with trading positions. Included in this balance are funds deposited by customers and funds accruing to customers as a result of trades or contracts. The Company records a corresponding liability in connection with this amount in Payables to customers, brokers, dealers, FCMs and other regulated entities. A portion of the balance is not available for general use due to legal restrictions in accordance with certain jurisdictional regulatory requirements. |
Short Term Investments |
The Company considers all investments with an original maturity of less than one year short term investments. Short term investments consist of short-term certificates of deposit and CIBC treasury bills. All income from the certificates of deposit and treasury bills is recorded as interest income when earned. |
Cost Method Investment |
In accordance with ASC 325-20, Cost Method Investments, the Company recognizes an investment in the stock of an investee as an asset, in Other assets, on the Consolidated Balance Sheets. Under the cost method of accounting for investments in common stock, dividends are the basis for recognition by the Company of earnings from the investment. The net accumulated earnings of an investee subsequent to the date of investment are recognized by the Company only to the extent distributed by the investee as dividends. Dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions of cost of the investment. |
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Fair Value |
The carrying amounts of assets, excluding goodwill and intangibles, and liabilities approximate their fair values due to the short term maturities. Some of the Company’s financial instruments are not measured at fair value on a recurring basis but nevertheless are recorded at amounts that approximate fair value. Such financial assets and liabilities include: cash, receivables from banks and brokers, other assets, payables to brokers, dealers, FCMs and other regulated entities, payables to customers and accrued expenses and other liabilities. These receivables and payables include open trading positions, hedging and customer respectively, which change in value as the price of the underlying product changes. The prices approximate the amounts at which the Company can settle the positions at the balance sheet date. The fair value of the convertible senior notes incorporates the unamortized discount and is assessed against prevailing interest rates. |
Concentrations of Credit Risk |
Financial instruments that subject the Company to credit risk primarily consist of cash equivalents. The Company’s credit risk is managed by investing cash and cash equivalents primarily in high-quality money market and U.S. and Canadian Government instruments. The majority of the Company’s cash and cash equivalents are held at ten financial institutions. |
The Company also has credit risk related to receivables from banks and brokers. As of December 31, 2013 and 2012, 20% and 52%, respectively, of the Company’s Receivables from banks and brokers balance, included in the Consolidated Balance Sheet, was from one large, global financial institution. |
Receivables from Banks and Brokers |
The Company has posted funds with brokers as collateral as required by agreements for holding hedging positions. In addition, the Company has cash in excess of required collateral. These amounts are reflected as Receivables from banks and brokers on the Consolidated Balance Sheet and include gains or losses realized on liquidated contracts, as well as unrealized gains or losses on open positions. |
Property and Equipment |
Property and equipment are recorded at cost, net of accumulated depreciation. Identifiable significant improvements are capitalized and expenditures for maintenance and repairs are charged to expense as incurred. |
Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets as follows: |
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Software | 3 years | | | |
Computer equipment | 3 years | | | |
Furniture and fixtures | 3 years | | | |
Leasehold improvements | Shorter of lease term or estimated useful life | | | |
Telephone equipment | 3 years | | | |
Office equipment | 3 years | | | |
Website development | 3 years | | | |
The Company accounts for costs incurred to develop its trading platform and related software in accordance with ASC 350-40, Intangible-Goodwill and Other-Internal-Use Software. ASC 350-40 requires that such technology be capitalized in the application and infrastructure development stages. Costs related to training, administration and non-value-added maintenance are charged to expense as incurred. Capitalized software development costs are being amortized over the useful life of the software, which the Company has estimated at three years. |
Long-Lived Assets |
In accordance with ASC 360-10, Property, Plant and Equipment, the Company periodically evaluates the carrying value of long-lived assets when events and circumstances warrant such review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such an asset is separately identifiable and is less than the carrying value. In that event, a loss is recognized in the amount by which the carrying value exceeds the fair market value of the long-lived asset. The Company has identified no such impairment losses. |
Foreign Currencies |
Items included in the financial statements of each of the Company's entities are measured using the currency of the primary environment in which the entity operates ("the functional currency"). The Company has determined that its functional currency is U.S. dollars (“USD”). The Company’s Accumulated other comprehensive income, consists of foreign currency translation adjustments from subsidiaries not using the U.S. dollar as their functional currency. |
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the dates of the of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in Other revenue on the Consolidated Statements of Operations and Comprehensive Income. The Company recorded a loss of $3.6 million for the year ended December 31, 2013, a loss of $1.3 million for the year ended December 31, 2012 and a gain of $0.2 million for the year ended December 31, 2011. |
Intangible Assets |
Accounting guidance addressing intangible assets requires purchased intangible assets other than goodwill to be amortized over their useful lives unless their lives are determined to be indefinite. If the assets are determined to have a finite life in the future, the Company will amortize the carrying value over the remaining useful life at that time. |
The Company compares the recorded value of its indefinite lived intangible assets to their fair value on an annual basis and whenever circumstances arise that indicate that an impairment may have occurred. This qualitative assessment indicated that it is more likely than not that our indefinite lived intangible assets are not impaired. See Note 3 for additional information. |
Goodwill |
In accordance with relevant guidance, the Company tests goodwill for impairment on an annual basis during the fourth quarter and on an interim basis when conditions indicate impairment has occurred. Goodwill impairment is determined by comparing the estimated fair value of the reporting unit with its respective book value. At the date of the latest test, in the fourth quarter of 2013, the fair value of the reporting unit was significantly in excess of its book value. See Note 3 for additional information. |
Other Assets |
The Company recorded receivables from vendors, security deposits, current and deferred tax assets and miscellaneous receivables in Other assets on the Consolidated Balance Sheets. See Note 3 for additional information. |
Derivatives |
Forex, metals, and CFDs allow for exchanging the difference in value of a particular asset such as stock index, energy product, or gold contracts, between the time at which a contract is opened and the time at which it is closed. The company's retail customer open positions are considered derivatives under derivatives accounting guidance. Therefore, they are accounted for at fair value, as included in Receivables from banks and brokers and Payables to customers, brokers, dealers, FCMs and other regulated entities in the consolidated balance sheets. |
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Allowance for Doubtful Accounts |
The Company records an increase in the allowance for doubtful accounts when the prospect of collecting a specific customer account balance becomes doubtful. Management specifically analyzes accounts receivable and historical bad debt experience when evaluating the adequacy of the allowance for doubtful accounts. Should any of these factors change, the estimates made by management will also change, which could affect the level of the Company’s future provision for doubtful accounts. The customer receivables, net of allowance for doubtful accounts, is included in Other assets on the Consolidated Balance Sheets. Receivables from customers are reserved for and recorded in Bad debt provision on the Consolidated Statements of Operations and Comprehensive Income. The allowance for doubtful accounts consisted of the following (amounts in thousands): |
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Balance as of January 1, 2011 | $ | (74 | ) | |
Addition to provision | (852 | ) | |
Amounts written off | 871 | | |
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Balance as of December 31, 2011 | (55 | ) | |
Addition to provision | (358 | ) | |
Amounts written off | 265 | | |
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Balance as of December 31, 2012 | (148 | ) | |
Addition to provision | (1,501 | ) | |
Amounts written off | 491 | | |
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Balance as of December 31, 2013 | $ | (1,158 | ) | |
Payables to Customers, Brokers, Dealers, FCMs and Other Regulated Entities |
Payables to customers, brokers, dealers, FCM's and other regulated entities, included on the Consolidated Balance Sheets, include amounts due on cash and margin transactions. These transactions include deposits, commissions and gains or losses arising from settled trades. The Payables to customers balance also reflects unrealized gains or losses arising from open positions in customer accounts. The Company engages in white label, or omnibus relationships, with other regulated financial institutions. The payables balance includes amounts deposited by these financial institutions in order for the Company to act as clearing broker. The payables balance includes deposits from all NFA registered entities. |
Introducing broker fees |
Introducing brokers direct customers to the Company in return for a commission on each referred customer’s trading volume or a share of net revenue generated by each referred customer’s trading activity. Such fees are referred to as introducing broker fees and are recorded in Trading expenses and commissions in the Consolidated Statements of Operations and Comprehensive Income. |
Income Taxes |
Income tax expense is provided for using the asset and liability method, under which deferred tax assets and liabilities are determined based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. The Company operates a permanent reinvestment strategy, under which earnings derived from foreign business remain invested in the Company’s foreign subsidiaries. In accordance with ASC 740, the Company does not recognize domestic tax expense related to the permanently reinvested earnings. The Company has no plans to repatriate these earnings. |
Share Based Payment |
In accordance with stock compensation guidance, the Company recognizes expense for all share-based payments to employees, including grants of employee stock options as well as restricted stock units, in the Statements of Operations and Comprehensive Income based on their fair values. The Company estimates fair value using the Black Scholes model for stock options and market value on grant date for restricted stock units. For each type of award, the Company reduces expense by an estimated forfeiture rate. See Note 8 for additional share based payment disclosure. |
Treasury Shares |
In accordance with ASC 505-30, Equity - Treasury Stock, the Company treats the cost of acquired shares purchased as a deduction from shareholders’ equity and as a reduction of the total shares outstanding when calculating adjusted earnings per share. |
Earnings Per Common Share |
Basic earnings per common share is calculated using the weighted average common shares outstanding during the year. Common equivalent shares from stock options and restricted stock awards, using the treasury stock method, are also included in the diluted per share calculations unless their effect of inclusion would be anti-dilutive. |
Risk Management |
The Company offers its customers access to a diverse range of over 12,500 financial products, including foreign exchange, or forex, precious metals, “contracts for difference”, or CFDs, which are investment products with returns linked to the performance of underlying commodities, indices, individual equities, bonds and interest rate products, OTC options on forex, as well as futures and options on futures on more than 30 global exchange. In the United Kingdom, we also offer spread bets, which are investment products similar to CFDs, but that offer more favorable tax treatment for residents of that country. The Company actively trades currencies in the spot market, earning a dealer spread. The Company seeks to manage its market risk by generally entering into offsetting contracts in the interbank market, also on a margin basis. The Company deposits margin collateral with large money center banks and other major financial institutions. The Company is subject to credit risk or loss from counterparty nonperformance. The Company seeks to control the risks associated with its customers’ activities by requiring its customers to maintain margin collateral. The Company's trading platform does not allow customers to enter into trades if sufficient margin collateral is not on deposit with the Company. |
The Company developed risk-management systems and procedures that allow it to manage the market and credit risk associated with managed flow activities in real-time. The Company does not actively initiate directional market positions in anticipation of future movements in the relative prices of currencies and evaluates market risk exposure on a continuous basis. As a result of the Company’s hedging activities, the Company is likely to have open positions in various currencies at any given time. An additional component of the risk-management approach is that levels of capital are maintained in excess of those required under applicable regulations. The Company also maintains liquidity relationships with three established, global prime brokers and at least six other wholesale trading partners, providing the Company with access to a liquidity pool. |