ADDITIONAL FINANCIAL INFORMATION | ADDITIONAL FINANCIAL INFORMATION Fair Value Measurement Accounting guidance defines fair value as the price that would be received in exchange for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy that categorizes financial instruments into the following three levels based on valuation technique inputs (highest to lowest): Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 - Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly; and Level 3 - Valuations that require inputs that are both unobservable to a market participant and significant to the fair value measurement. For assets and liabilities that are transferred between levels during the period, fair values are ascribed as if the assets or liabilities had been transferred as of the beginning of the period. The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis during the reporting period and the related hierarchy levels (amounts in thousands): Fair Value Measurements on a Recurring Basis Level 1 Level 2 Level 3 Total Financial Assets/(Liabilities): Customer open contracts and other positions $ — $ 153,408 $ — $ 153,408 Broker open contracts and other positions — (28,358 ) — (28,358 ) Money market accounts 20,152 — — 20,152 Certificates of deposit 255 — — 255 Investment in gold 116 — 116 Contingent consideration — (6,031 ) (6,031 ) Total $ 20,523 $ 125,050 $ (6,031 ) $ 139,542 Fair Value Measurements on a Recurring Basis as of December 31, 2014 Level 1 Level 2 Level 3 Total Financial Assets/(Liabilities): Customer open contracts and other positions $ — $ 102,722 $ — $ 102,722 Broker open contracts and other positions — 717 — 717 Money market accounts 20,537 — — 20,537 Certificates of deposit 174 — — 174 Investment in gold 118 — — 118 Contingent consideration — — (9,974 ) (9,974 ) Total $ 20,829 $ 103,439 $ (9,974 ) $ 114,294 The Company has not changed its valuation techniques for measuring the fair value of any financial assets or liabilities during the six months ended June 30, 2015 , nor has there been any movement between levels during this period. Level 1 Financial Assets The Company has money market accounts, certificates of deposit 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 certificates of deposit are recorded in Short term investments and the investment in gold is recorded in Other assets. Level 2 Financial Assets and Liabilities The Company has customer open contracts and other positions that are Level 2 financial instruments recorded in Payables to customers. The Company has broker open contracts and other positions that are Level 2 financial instruments recorded in Receivables from brokers. The fair value of these Level 2 financial instruments are based upon directly observable values for underlying instruments. Level 3 Financial Liabilities Under the agreements governing the Company's acquisition of Galvan, the Company is obligated to make contingent payments that are Level 3 financial liabilities. These contingent payments are recorded under Accrued expenses and other liabilities on the Company's condensed consolidated balance sheets. The fair value of these payments is determined using prevailing interest rates as of the balance sheet date and probability-weighted forecasts of the acquired company's performance and client accounts, the estimation of which does not have any basis in quoted or observable markets. Significant changes in any of the forecast inputs in isolation or in interest rates would result in significant fair value measurement changes. The following is a rollforward of the Level 3 liabilities from January 1, 2015 to June 30, 2015 (amounts in thousands): Liabilities Contingent Consideration Balance at January 1, 2015 $ 9,974 Gains included in earnings - adjustment to fair value of contingent consideration (4,466 ) Gains included in earnings - currency revaluation 100 Losses included in earnings - discount amortization 423 Balance at June 30, 2015 $ 6,031 Gains included in earnings - adjustment to fair value of contingent consideration and Gains included in earnings - currency revaluation for Level 3 liabilities are reported in Other revenue , while losses included in earnings attributable to discount amortization are reported in Interest expense . 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 sheets (amounts in thousands). Receivables from brokers comprise open trades, which are measured at fair value (disclosed above), and the Company's deposits, which are not measured at fair value but approximate fair value. These deposits approximate fair value because they are cash balances that the Company may withdraw at its discretion. Such settlement would occur within a relatively short period of time once a withdrawal is initiated. Payables to customers comprise open trades, which are measured at fair value (disclosed above), and customer deposits that the Company holds for its role as clearing broker. These deposits are not measured at fair value, but approximate fair value, because they are cash balances that the Company or its customers can settle at either parties' discretion. Such settlement would occur within a relatively short period of time once a withdrawal is initiated. The carrying value of Convertible senior notes represents the notes’ principal amounts net of unamortized discount (see Note 7). The Company assessed the notes' fair value as determined by current Company-specific and risk free interest rates as of the balance sheet date. The carrying value of Accrued expenses and other liabilities includes $1.4 million as of June 30, 2015 , referred to as the Holdback Amount, which is an amount relating to our acquisition of Global Futures & Forex, Ltd. ("GFT"). These liabilities were $20.0 million as of December 31, 2014 . 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. As of June 30, 2015 Fair Value Measurements using: Carrying Value Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial Assets: Receivables from brokers $ 185,382 $ 185,382 $ — $ 185,382 $ — Financial Liabilities: Payables to customers 1,262,814 1,262,814 — 1,262,814 — Convertible senior notes 119,762 120,187 — 120,187 — Accrued expenses and other liabilities 1,366 1,366 — 1,366 — As of December 31, 2014 Fair Value Measurements using: Carrying Value Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial Assets: Receivables from brokers $ 134,191 $ 134,191 $ — $ 134,191 $ — Financial Liabilities: Payables to customers 862,281 862,281 — 862,281 — Convertible senior notes 68,367 66,440 — 66,440 — Accrued expenses and other liabilities 20,000 20,000 — 20,000 — Receivables from Brokers Amounts receivable from brokers consisted of the following as of (amounts in thousands): June 30, 2015 December 31, 2014 Required collateral $ 162,513 $ 95,599 Futures brokers - Restricted 22,869 38,592 Open positions (28,358 ) 717 $ 157,024 $ 134,908 Derivatives The Company's open 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 brokers and Payables to customers on the condensed consolidated balance sheets (amounts in thousands): June 30, 2015 Derivative open positions at fair value Gross assets Gross liabilities Net assets Derivative Instruments: Foreign currency exchange contracts $ 136,209 $ 59,614 $ 76,595 CFD contracts 144,817 107,178 37,639 Metals contracts 15,721 4,905 10,816 Total $ 296,747 $ 171,697 $ 125,050 June 30, 2015 Net assets/liabilities at fair value Cash Collateral Derivative open positions Presented in the balance sheet Derivative Assets/Liabilities: Receivables from brokers $ 185,382 $ (28,358 ) $ 157,024 Payables to customers $ 1,262,814 $ 153,408 $ 1,109,406 December 31, 2014 Derivative open positions at fair value Gross Gross Net assets Derivative Instruments: Foreign currency exchange contracts $ 168,034 $ 93,057 $ 74,977 CFD contracts 44,329 24,420 19,909 Metals contracts 16,146 7,593 8,553 Total $ 228,509 $ 125,070 $ 103,439 December 31, 2014 Net assets/liabilities at fair value Cash Collateral Derivative Derivative Assets/Liabilities: Receivables from brokers $ 134,191 $ 717 $ 134,908 Payables to customers $ 862,281 $ 102,722 $ 759,559 The Company’s derivatives have many different underlyings, which vary in price. Foreign exchange contracts typically have prices less than two dollars, while certain metals contracts and contracts for difference ("CFD") can have considerably higher prices. The table below represents the number of contracts underlying amounts reported within Receivables from brokers and Payables to customers on the condensed consolidated balance sheets (amounts in thousands): June 30, 2015 Total contracts in long positions Total contracts in short positions Derivative Instruments: Foreign currency exchange contracts 2,824,897 3,073,585 CFD contracts 478,704 106,087 Metals contracts 3,505 2,572 Total 3,307,106 3,182,244 December 31, 2014 Total contracts in long positions Total contracts in short positions Derivative Instruments: Foreign currency exchange contracts 3,147,518 2,679,041 CFD contracts 873,070 10,753 Metals contracts 835 335 Total 4,021,423 2,690,129 The Company did not designate any of its derivatives as hedging instruments at June 30, 2015 or December 31, 2014 . Net gains/(losses) with respect to derivative instruments reflected in Retail revenue in the accompanying condensed consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2015 and 2014 were as follows (amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Derivative Instruments: Foreign currency exchange contracts $ 61,587 $ 15,974 $ 97,659 $ 56,798 CFD contracts 13,523 13,289 37,864 17,493 Metals contracts 5,721 7,680 11,527 13,181 Total $ 80,831 $ 36,943 $ 147,050 $ 87,472 Property and Equipment Property and equipment consisted of the following as of (amounts in thousands): June 30, 2015 December 31, 2014 Software $ 28,938 $ 30,351 Computer equipment 13,691 8,516 Leasehold improvements 10,375 6,719 Telephone equipment 717 719 Office equipment 2,209 2,345 Furniture and fixtures 1,572 1,044 Web site development costs 9,254 646 66,756 50,340 Less: Accumulated depreciation and amortization (38,943 ) (31,544 ) Property and equipment, net $ 27,813 $ 18,796 As mentioned in Note 1 above, the Company purchased all of the outstanding share capital of City Index in April 2015, Galvan in July 2014 and controlling interests in GAA and Top Third in March 2014. The preliminary purchase price allocation for City Index and the final purchase price allocations for Galvan, GAA and Top Third to property and equipment are detailed below in Note 5, “Acquisitions”. Depreciation and amortization expense for property and equipment was $2.7 million and $ 1.8 million for the three months ended June 30, 2015 and 2014 , respectively, and $4.7 million and $3.5 million for the six months ended June 30, 2015 and 2014 , respectively. The Company adjusted the amortization period of certain property and equipment that experienced changes in useful lives as a result of the City Index acquisition. This change in useful lives resulted in an additional charge of $3.7 million during the three months ended June 30, 2015 . The additional charge is recorded in integration expenses. Intangible Assets The Company's various intangible assets consisted of the following as of (amounts in thousands): June 30, 2015 December 31, 2014 Intangibles Gross Accumulated Net Gross Accumulated Net Customer lists $ 53,432 $ (9,396 ) $ 44,036 $ 22,945 $ (7,152 ) $ 15,793 Technology 74,424 (14,623 ) 59,801 48,376 (4,671 ) 43,705 Trademarks 8,445 (1,116 ) 7,329 1,793 (847 ) 946 Total finite lived intangibles 136,301 (25,135 ) 111,166 73,114 (12,670 ) 60,444 Trademark not subject to amortization (1) 362 — 362 362 — 362 Total intangibles (2) $ 136,663 $ (25,135 ) $ 111,528 $ 73,476 $ (12,670 ) $ 60,806 (1) These indefinite-life trademarks relate to the Forex.com and foreignexchange.com domain names. Management determined there was no legal, regulatory or technological limitation on the domains' useful lives. The trademarks' values are evaluated annually in the Company's impairment test for intangible assets. (2) The increase in total intangibles for the six months ended June 30, 2015 is primarily due to the customer lists, technology and trademarks acquired as part of the City Index acquisition. See Note 5 for details of the intangibles acquired from the Company's City Index, GAA, Top Third and Galvan acquisitions. The technology acquired from the asset purchase agreements with Valaquenta Intellectual Property Limited ("Valaquenta") and Forexster Limited ("Forexster") is described in further detail below. The Company has the following gross identifiable intangible assets as of June 30, 2015: Intangible Assets Amount (in thousands) Weighted average amortization period Customer lists $ 53,432 8.1 years Technology 74,424 8.9 years Trademarks (1) 8,807 6.7 years $ 136,663 (1) Trademarks with an indefinite-life, as described above, comprise $0.4 million of the $8.8 million of trademarks. The preliminary purchase price allocations to intangible assets for the acquisition of City Index are detailed below in Note 5, “Acquisitions”, along with the final purchase price allocations for Galvan, GAA and Top Third. On July 10, 2014, the Company entered into asset purchase agreements with Valaquenta and Forexster, pursuant to which one of the Company's subsidiaries, GTX Bermuda, Ltd. ("GTX Bermuda"), agreed to purchase from Valaquenta and Forexster the software and other intellectual property assets utilized to operate the electronic trading platform offered to customers in the Company's GTX business. The purchase was made with a combination of $12.4 million in cash and $5.3 million in unregistered shares of the Company's common stock. Prior to the closing of the acquisitions, which took place on July 10, 2014, the Company had agreements with Valaquenta and Forexster granting it the exclusive right to use the intellectual property in the field of forex trading and non-exclusive rights to use the intellectual property for the trading of financial products in the fields of precious metals and hydrocarbons. Following the closing of the acquisition, GTX Bermuda has full rights and title over the intellectual property for trading of currencies, commodities and any other financial instruments of any kind whatsoever. This purchase added $21.4 million to the Company's intangible assets, $3.7 million of which were previously held as a prepayment made to Forexster under the aforementioned exclusive rights agreement. The Company has assigned a 10 year useful life to this asset. Amortization expense for the purchased intangibles was $4.3 million and $1.4 million for the three months ended June 30, 2015 and 2014 , respectively, and $6.4 million and $2.6 million for the six months ended June 30, 2015 and 2014 , respectively. The Company adjusted the amortization periods of certain intangible assets that experienced a change of estimated useful lives as a result of the City Index acquisition. This change resulted in an additional charge of $6.5 million during the three months ended June 30, 2015 . The additional charge is recorded in integration expenses. Future annual estimated purchased intangible amortization expense is as follows (amounts in thousands): Years Ended December 31: 2015 $ 21,700 2016 14,501 2017 13,189 2018 12,073 2019 11,489 Thereafter 38,214 Total $ 111,166 Of the total future estimated amortization expense above, $13.0 million is expected to be recorded as integration expense for the acceleration of the amortization of technology platforms that are being discontinued as a result of the City Index acquisition, primarily in the second half of 2015. Goodwill Goodwill is calculated as the difference between the cost of an acquired business and the fair value of the net identifiable assets of that business. As of June 30, 2015 and December 31, 2014 , the Company had recorded goodwill of approximately $44.7 million and $33.6 million , respectively. The increase of $11.1 million was primarily related to the City Index acquisition. Other Assets Other assets consisted of the following as of (amounts in thousands): June 30, 2015 December 31, 2014 Vendor and security deposits $ 4,944 $ 3,373 Current tax receivable 8,883 5,163 Deferred tax assets 10,517 6,308 Indemnification asset — 8,792 GTX trade receivables 4,347 4,190 Customer debit positions 7,311 6,594 Allowance for doubtful customer debit positions (5,602 ) (4,555 ) Acquisition related receivable 7,065 — Miscellaneous receivables and other assets 761 3,726 $ 38,226 $ 33,591 Under the terms of the GFT acquisition, an initial amount of $20.0 million , referred to as the Holdback Amount, was deferred, to be paid following the settlement of certain liabilities of GFT after the closing date of the acquisition. The selling stockholder of GFT agreed to indemnify the Company for these liabilities. At December 31, 2014, based on the Company's best estimate of the amounts necessary to settle such liabilities, the Company recorded an indemnification asset of $8.8 million . During the six months ended June 30, 2015, the Company made a payment of $9.9 million to the selling shareholder of GFT, as required by the stock purchase agreement providing for the acquisition of GFT, which reduced the liability associated with the Holdback Amount. At the time of such payment, the Company felt it was appropriate to offset the remaining liability with the indemnification asset based on its contractual rights. As a result, at June 30, 2015 , the Company has recorded a net liability of $1.4 million in Accrued expenses and other liabilities. In connection with the City Index acquisition, the Company has recorded an acquisition related receivable reflecting the Company's preliminary estimate of the working capital adjustment payable to the Company under the terms of the acquisition agreement. See note 5. |