ACQUISITIONS | ACQUISITIONS City Index (Holdings) Limited On April 1, 2015, the Company acquired the entire issued and outstanding share capital of City Index. City Index is a global online trading firm specializing in offering CFDs, forex and spread betting for retail customers. The preliminary purchase price consisted of approximately $6.1 million in cash, inclusive of working capital adjustments and $1.0 million in cash to be held in escrow, 5,319,149 shares of the Company's common stock, and 4.125% unsecured Convertible Senior Notes with an aggregate principal amount of $60.0 million and fair value of $ 65.0 million . In addition the Company paid approximately $22.4 million to settle certain inter-company liabilities between City Index and City Index Group Limited (its former parent company). The difference in the preliminary purchase price from June 30 to September 30 was due to the finalization of working capital adjustments. The preliminary purchase price was derived as follows (amounts in thousands): Cash $ 6,102 Convertible senior notes 65,000 Common stock issued (based on the April 1, 2015 quoted price of $9.77) 48,280 Total purchase price $ 119,382 The preliminary purchase price of City Index was allocated to the fair value of various assets and liabilities as follows (amounts in thousands): Cash and cash equivalents $ 32,991 Cash and securities held for customers 265,012 Receivable from brokers 35,974 Property and equipment 10,411 Prepaid assets 3,972 Other current assets 541 Total tangible assets 348,901 Total liabilities assumed 303,280 Net assets acquired 45,621 Identifiable intangible assets: Customer list 30,273 Trade name 6,645 Technology 26,157 Intangible assets, net 63,075 Goodwill $ 10,686 The foregoing purchase price allocation is preliminary. The final allocation will be based on final analyses of assets and liabilities. It will be finalized after the data necessary to complete the analyses of fair value of assets and liabilities is obtained and analyzed. For the period from acquisition to September 30, 2015, revenues generated by City Index were $79.2 million , of which $15.5 million have been eliminated in consolidation, and expenses were $63.7 million , of which $1.3 million have been eliminated in consolidation. City Index generated income before taxes of $15.5 million , of which $14.2 million have been eliminated in consolidation. The weighted average lives of City Index's intangible assets are 8.8 years for customer lists, 7.0 years for trade names, and 6.9 years for technology. Galvan Research and Trading, Ltd. In July 2014, the Company acquired all the share capital of Galvan and its subsidiaries, Faraday Research LLP and Galvan LLP. The purchase price was $20.3 million . This acquisition was made to add an advisory capability to complement the Company's retail business. The purchase price was $9.7 million in cash and a contingent payment of $10.5 million payable over a three year period. Over the three year period, the contingent payment is subject to a fair value assessment related to achieving specific financial and customer account targets. The actual contingent payment for 2014 was $2.1 million , which was paid on September 30, 2015. For the nine months ended September 30, 2015, the Company adjusted the contingent payment's value based on forecasts of performance related to 2015 and 2016 payments (See Note 3). The purchase price was derived as follows (amounts in thousands): Cash $ 9,732 Contingent payment 10,540 Total purchase price $ 20,272 The purchase price of Galvan was allocated to the fair value of various assets and liabilities as follows (amounts in thousands): Cash and cash equivalents $ 2,193 Receivable from brokers 745 Property and equipment 12 Prepaid assets 94 Other current assets 64 Total tangible assets 3,108 Total liabilities assumed 1,931 Net assets acquired 1,177 Identifiable intangible assets: Customer list 4,203 Trade name 784 Intangible assets, net 4,987 Goodwill $ 14,108 Related goodwill decreased by $0.9 million relating to a decrease in total liabilities assumed from amounts estimated at December 31, 2014. This decrease primarily related to purchase price accounting adjustments. Global Assets Advisors, LLC In March 2014, the Company acquired a 55% interest in GAA. The purchase price was $5.6 million . This acquisition was made to strengthen the Company's futures business. The purchase price was derived as follows (amounts in thousands): Cash $ 4,365 Common stock issued 1,241 Total purchase price $ 5,606 The purchase price of GAA was allocated to the fair value of various assets and liabilities as follows (amounts in thousands): Non-controlling interest $ 4,509 Cash and cash equivalents $ 360 Receivable from brokers 438 Property and equipment 148 Prepaid assets 153 Other current assets 3 Total tangible assets 1,102 Total liabilities assumed 515 Net assets acquired 587 Identifiable intangible assets: Customer list 3,100 Trade name 270 Intangible assets, net 3,370 Goodwill $ 6,158 Top Third Ag Marketing LLC In March 2014, the Company acquired a 55% interest in Top Third. The purchase price was a $3.5 million cash payment. This acquisition was made as part of the Company's strategy to diversify its revenue base. The purchase price of Top Third was allocated to the fair value of various assets and liabilities as follows (amounts in thousands): Non-controlling interest $ 3,885 Cash and cash equivalents $ 73 Receivable from brokers 663 Total tangible assets 736 Total liabilities assumed 1,103 Net assets acquired (367 ) Identifiable intangible assets: Customer list 3,900 Trade name 90 Intangible assets, net 3,990 Goodwill $ 3,806 Pro Forma Information: The following unaudited pro forma operating data is presented as if the acquisition of GAA, Top Third and Galvan had occurred on January 1, 2014. The unaudited pro forma data does not include the impact of forecasted operating expense synergies. The unaudited pro forma data is provided for informational purposes only and may not necessarily be indicative of future results of operations or what the results of operations would have been had the Company and the acquired companies operated as a combined entity for the periods presented. Unaudited pro forma income statement line items for the nine months ended September 30, 2014 were as follows (amounts in thousands): For the Nine Months Ended September 30, 2014 REVENUE: Total non-interest revenue $ 261,570 Interest revenue 1,130 Interest expense 767 Total net interest revenue 363 Net revenue 261,933 EXPENSES: Depreciation and amortization 5,742 Purchased intangible amortization 5,421 Other expense items 226,973 Total operating expense 238,136 OPERATING PROFIT 23,797 Interest on long term borrowings 4,390 INCOME BEFORE INCOME TAX EXPENSE 19,407 Income tax expense 7,277 NET INCOME 12,130 Net income attributable to non-controlling interests 981 Net income applicable to Gain Capital Holdings, Inc. $ 11,149 The following unaudited pro forma operating data is presented as if the acquisition of City Index had occurred on January 1, 2014, and includes actual results for GAA and Top Third for periods after their acquisition in March 2014, as well as Galvan results after its acquisition in July 2014. This data does not include any proforma adjustments for the GAA, Top Third or Galvan acquisitions, as the Company believes it is more useful to present the pro forma effects of the City Index acquisition on their own in light of the transaction's significance. The unaudited pro forma data does not include the impact of forecasted operating expense synergies. The unaudited pro forma data is provided for informational purposes only and may not necessarily be indicative of future results of operations or what the results of operations would have been had the Company and City Index operated as a combined entity for the periods presented. Unaudited pro forma income statement line items for the nine months ended September 30, 2015 and three and nine months ended September 30, 2014 were as follows (amounts in thousands): For the Nine Months Ended September 30, For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2014 REVENUE: Total non-interest revenue $ 369,142 $ 143,830 $ 348,636 Interest revenue 1,019 571 1,983 Interest expense 846 97 319 Total net interest revenue 173 474 1,664 Net revenue 369,315 144,304 350,300 EXPENSES: Depreciation and amortization 8,280 6,505 13,209 Purchased intangible amortization 12,757 4,533 11,694 Other expense items 333,514 109,196 312,927 Total operating expense 354,551 120,234 337,830 OPERATING PROFIT 14,764 24,070 12,470 Interest on long term borrowings 7,671 2,541 7,526 INCOME BEFORE INCOME TAX BENEFIT 7,093 21,529 4,944 Income tax expense 2,661 8,073 1,854 NET INCOME 4,432 13,456 3,090 Net income attributable to non-controlling interests 1,343 785 987 Net income applicable to Gain Capital Holdings, Inc. $ 3,089 $ 12,671 $ 2,103 Restructuring During the second quarter of 2015, the Company incurred restructuring expenses, which reflected the cost of reducing global headcount following the City Index acquisition. The Company previously incurred restructuring expenses in connection with headcount reductions in the third quarter of 2014 that were designed to meet challenging market conditions in the first half of 2014 and to achieve greater cost efficiency in general. The Company incurred $1.2 million of restructuring expenses for the twelve months ended December 31, 2014 . These expenses are recorded in Restructuring expenses in the condensed consolidated statements of operations and comprehensive income. The restructuring liabilities are recorded in Accrued compensation and benefits in the condensed consolidated balance sheets. For the Nine Months Ended September 30, 2015 Restructuring liability as of January 1, 2015 $ 374 2015 restructuring expenses 1,935 Payments made in 2015 (1,926 ) Restructuring liability as of September 30, 2015 $ 383 |