ADDITIONAL FINANCIAL INFORMATION | 3 Months Ended |
Mar. 31, 2014 |
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 March 31, 2014 | | |
| Level 1 | | Level 2 | | Level 3 | | Total | | |
Financial Assets/(Liabilities): | | | | | | | | | |
Money market accounts | $ | 29,720 | | | $ | — | | | $ | — | | | $ | 29,720 | | | |
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Open contracts and other positions | — | | | (10,858 | ) | | — | | | (10,858 | ) | | |
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CIBC treasury bills | 670 | | | — | | | — | | | 670 | | | |
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Certificates of deposit | 82 | | | — | | | — | | | 82 | | | |
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Investment in gold | 128 | | | — | | | — | | | 128 | | | |
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Customer and broker open contracts and other positions | — | | | 125,257 | | | — | | | 125,257 | | | |
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Total | $ | 30,600 | | | $ | 114,399 | | | $ | — | | | $ | 144,999 | | | |
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| Fair Value Measurements on a Recurring Basis | | |
as of December 31, 2013 | | |
| Level 1 | | Level 2 | | Level 3 | | Total | | |
Financial Assets: | | | | | | | | | |
Money market accounts | $ | 21,019 | | | $ | — | | | $ | — | | | $ | 21,019 | | | |
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Open contracts and other positions | — | | | (9,904 | ) | | — | | | (9,904 | ) | | |
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CIBC treasury bills | 706 | | | — | | | — | | | 706 | | | |
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Certificates of deposit | 82 | | | — | | | — | | | 82 | | | |
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Investment in gold | 120 | | | — | | | — | | | 120 | | | |
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Customer and broker open contracts and other positions | — | | | 129,224 | | | — | | | 129,224 | | | |
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Total | $ | 21,927 | | | $ | 119,320 | | | $ | — | | | $ | 141,247 | | | |
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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. |
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 value of Receivables from banks and brokers not measured at fair value approximates fair value because of the relatively short period of time between their origination and expected maturity. The carrying value of Payables to customers, brokers, dealers, FCMs, and other regulated entities includes amounts deposited by these customers and 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 includes cash and open positions. The carrying value of Convertible senior notes represents the notes’ principal amounts net of unamortized discount (see note 7). We assessed the notes' fair value against prevailing interest rates as of the balance sheet date. 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. |
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| As of March 31, 2014 | | 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 | $ | 222,164 | | | $ | 222,164 | | | — | | | $ | 222,164 | | | — | |
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Financial Liabilities: | | | | | | | | | |
Payables to customers, brokers, dealers, FCMs and other regulated entities | $ | 931,187 | | | $ | 931,187 | | | — | | | $ | 931,187 | | | — | |
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Convertible senior notes | $ | 66,474 | | | $ | 66,382 | | | — | | | $ | 66,382 | | | — | |
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Accrued expense and other liabilities | $ | 20,000 | | | $ | 20,000 | | | — | | | $ | 20,000 | | | — | |
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| As of December 31, 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 | $ | 237,414 | | | $ | 237,414 | | | — | | | $ | 237,414 | | | — | |
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Financial Liabilities: | | | | | | | | | |
Payables to customers, brokers, dealers, FCMs and other regulated entities | $ | 868,542 | | | $ | 868,542 | | | — | | | $ | 868,542 | | | — | |
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Convertible senior notes | $ | 65,360 | | | $ | 64,372 | | | — | | | 64,372 | | | — | |
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Accrued expense and other liabilities | $ | 20,000 | | | $ | 20,000 | | | — | | | 20,000 | | | — | |
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Receivables from Banks and Brokers |
Amounts receivable from banks and brokers consisted of the following as of (amounts in thousands): |
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| 31-Mar-14 | | 31-Dec-13 | | | | | | | | | | |
Required collateral | $ | 123,417 | | | $ | 148,731 | | | | | | | | | | | |
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Excess from futures broker - Restricted | 13,456 | | | 4,575 | | | | | | | | | | | |
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Cash in excess of required collateral | 85,291 | | | 84,108 | | | | | | | | | | | |
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Open positions | (10,858 | ) | | (9,904 | ) | | | | | | | | | | |
Investment in spot gold | 128 | | | 120 | | | | | | | | | | | |
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| $ | 211,434 | | | $ | 227,630 | | | | | | | | | | | |
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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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| March 31, 2014 | | | | | | |
| 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: | | | | | | | | | | | |
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Foreign currency exchange contracts | $ | 240,940 | | | $ | 141,147 | | | $ | 99,793 | | | | | | | |
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CFD contracts | 41,337 | | | 34,584 | | | 6,753 | | | | | | | |
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Metals contracts | 12,757 | | | 4,904 | | | 7,853 | | | | | | | |
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Total | $ | 295,034 | | | $ | 180,635 | | | $ | 114,399 | | | | | | | |
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| 31-Mar-14 | | | | | | |
| 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: | | | | | | | | | | | |
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Receivables from bank and brokers1 | $ | 222,164 | | | $ | (10,858 | ) | | $ | 211,434 | | | | | | | |
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Payables to customers, brokers, dealers, FCMs and other regulated entities | $ | 931,187 | | | $ | 125,257 | | | $ | 805,930 | | | | | | | |
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| December 31, 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 | $ | 152,326 | | | $ | 47,631 | | | $ | 104,695 | | | | | | | |
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CFD contracts | 50,169 | | | 45,735 | | | 4,434 | | | | | | | |
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Metals contracts | 16,485 | | | 6,294 | | | 10,191 | | | | | | | |
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Total | $ | 218,980 | | | $ | 99,660 | | | $ | 119,320 | | | | | | | |
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| 31-Dec-13 | | | | | | |
| 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 brokers1 | $ | 237,414 | | | $ | (9,904 | ) | | $ | 227,630 | | | | | | | |
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Payables to customers, brokers, dealers, FCMs and other regulated entities | $ | 868,542 | | | $ | 129,224 | | | $ | 739,318 | | | | | | | |
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1. The amount on the unaudited condensed consolidated balance sheets include the Company's investment in gold, which is neither a derivative nor collateral. |
The Company’s derivatives include different underlyings, 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 number of contracts 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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| March 31, 2014 | | | | | | | | | | | | |
| Total contracts in long positions | | Total contracts in short positions | | | | | | | | | | | | |
Derivative Instruments: | | | | | | | | | | | | | | | |
Foreign currency exchange contracts | 3,176,785 | | | 3,742,539 | | | | | | | | | | | | | |
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CFD contracts | 611,108 | | | 27,460 | | | | | | | | | | | | | |
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Metals contracts | 927 | | | 208 | | | | | | | | | | | | | |
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Total | 3,788,820 | | | 3,770,207 | | | | | | | | | | | | | |
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| 31-Dec-13 | | | | | | | | | | | | |
| Total contracts in long positions | | Total contracts in short positions | | | | | | | | | | | | |
Derivative Instruments: | | | | | | | | | | | | | | | |
Foreign currency exchange contracts | 3,031,742 | | | 4,000,937 | | | | | | | | | | | | | |
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CFD contracts | 514,058 | | | 19,201 | | | | | | | | | | | | | |
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Metals contracts | 1,069 | | | 680 | | | | | | | | | | | | | |
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Total | 3,546,869 | | | 4,020,818 | | | | | | | | | | | | | |
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The Company did not designate any of its derivatives as hedging instruments. Net gains with respect to derivative instruments reflected in Trading Revenue in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2014 and the three months ended March 31, 2013 were as follows (amounts in thousands): |
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Derivative Instruments: | March 31, 2014 | | 31-Mar-13 | | | | | | | | | | |
Foreign currency exchange contracts | $ | 36,585 | | | $ | 27,204 | | | | | | | | | | | |
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Metals contracts | 6,261 | | | 5,610 | | | | | | | | | | | |
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CFD contracts | 4,204 | | | 2,499 | | | | | | | | | | | |
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Total | $ | 47,050 | | | $ | 35,313 | | | | | | | | | | | |
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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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| 31-Mar-14 | | 31-Dec-13 | | | | | | | | | | |
Software | $ | 28,797 | | | $ | 25,913 | | | | | | | | | | | |
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Computer equipment | 6,874 | | | 6,649 | | | | | | | | | | | |
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Leasehold improvements | 6,562 | | | 6,560 | | | | | | | | | | | |
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Telephone equipment | 721 | | | 714 | | | | | | | | | | | |
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Office equipment | 2,100 | | | 1,994 | | | | | | | | | | | |
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Furniture and fixtures | 1,122 | | | 1,108 | | | | | | | | | | | |
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Web site development costs | 646 | | | 626 | | | | | | | | | | | |
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| 46,822 | | | 43,564 | | | | | | | | | | | |
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Less: Accumulated depreciation and amortization | (29,849 | ) | | (26,446 | ) | | | | | | | | | | |
Property and equipment, net | $ | 16,973 | | | $ | 17,118 | | | | | | | | | | | |
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As mentioned in Note 1 above, in March, 2014, the Company purchased controlling interests in Global Assets Advisors, LLC ("GAA") and Top Third Ag Marketing LLC ("TT"); in September 2013, the Company purchased all of the outstanding share capital of GFT. |
The preliminary purchase price allocations to property and equipment are detailed below in Note 5, “Acquisition”. |
Depreciation and amortization expense for property and equipment was $2.7 million and $1.6 million for the three months ended March 31, 2014 and 2013, respectively. In the three months ended March 31, 2014, $1.2 million was included in integration costs. |
Intangible Assets |
The Company's various finite-lived intangible assets consisted of the following as of (amounts in thousands): |
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| 31-Mar-14 | | 31-Dec-13 | | |
| Cost | | Accumulated | | Cost | | Accumulated | | |
Amortization | Amortization | | |
Customer list1 | $ | 18,873 | | | $ | (4,392 | ) | | $ | 21,556 | | | $ | (13,594 | ) | | |
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Technology | 26,960 | | | (1,611 | ) | | 26,930 | | | (910 | ) | | |
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Trademark | 1,010 | | | (173 | ) | | 650 | | | (173 | ) | | |
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Non-compete agreement1 | 103 | | | (96 | ) | | 1,859 | | | (1,852 | ) | | |
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| $ | 46,946 | | | $ | (6,272 | ) | | $ | 50,995 | | | $ | (16,529 | ) | | |
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1. Fully amortized intangible assets have been removed from both the cost and accumulated amortization columns at March 31, 2014. |
As mentioned in Note 1 above, in March 2014, the Company purchased controlling interests in GAA and TT; in September 2013, the Company purchased all of the outstanding share capital of GFT. |
The preliminary purchase price allocations to intangible assets are detailed below in Note 5, “Acquisition”. |
In 2003, the Company acquired the Forex.com domain name for $0.2 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 $1.0 million and $0.6 million for the three months ended March 31, 2014 and 2013, respectively. |
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 March 31, 2014 and December 31, 2013, the Company had recorded goodwill of approximately $26.1 million and $14.2, respectively. |
Goodwill increased $5.5 million as a result of the GAA acquisition, $4.7 million as a result of the TT acquisition, and $6.2 million as a result of the acquisition of GFT. The $6.2 million arising from the GFT acquisition was adjusted from the amount reported at December 31, 2013, as part of preliminary purchase accounting. |
Other Assets |
Other assets consisted of the following as of (amounts in thousands): |
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| 31-Mar-14 | | 31-Dec-13 | | | | | | | | | | |
Vendor and security deposits | $ | 3,765 | | | $ | 3,344 | | | | | | | | | | | |
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Current tax receivable | 8,354 | | | 4,547 | | | | | | | | | | | |
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Deferred tax assets | 6,342 | | | 4,922 | | | | | | | | | | | |
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Investment in Kapitall, Inc. | 50 | | | 50 | | | | | | | | | | | |
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Indemnification asset | 8,596 | | | 8,596 | | | | | | | | | | | |
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GTX Trade Receivables | 5,803 | | | 4,704 | | | | | | | | | | | |
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Miscellaneous receivables | 2,913 | | | 2,446 | | | | | | | | | | | |
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| $ | 35,823 | | | $ | 28,609 | | | | | | | | | | | |
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The Company has recorded a liability of $5.4 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. $3.2 million of these liabilities have been settled between acquisition date and March 31, 2014. The actual amount required to settle the remaining 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 $8.6 million at March 31, 2014. This is included within Other current assets in the preliminary purchase price allocation of GFT, refer to note 5. |