SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation The Company's consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and other subsidiaries in which the Company holds a controlling financial interest. All intercompany transactions and balances are eliminated in consolidation. Sale of GTX ECN Business On June 29, 2018, the Company completed the sale of its GTX ECN business, which previously comprised the Company's institutional segment, to Deutsche Börse Group via its FX unit, 360T, for a total purchase price of $100 million less a working capital adjustment which amounted to a $0.2 million reduction in the purchase price. The Company determined that the institutional segment met the discontinued operations criteria set forth in Accounting Standards Codification (“ASC”) Subtopic 205-20-45, Presentation of Financial Statements , in the quarter ended June 30, 2018. As such, the institutional segment results have been classified as discontinued operations in the accompanying Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2018. For more information relating to the discontinued operations of the Company's GTX ECN business, please see Note 3 . Use of Estimates Preparing consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, as well as the reported amounts of revenue and expenses during the reporting period. For the year ended December 31, 2019 , the Company revised its estimated fair value for Goodwill , resulting in the Company impairing the entire amount of Goodwill . Estimates, by their nature, are based on judgment and available information about current events and expectations about actions undertaken in the future. Actual results could differ materially from estimates. Revenue Recognition Revenue is recognized in accordance with guidance set forth in ASC 606, Revenues from Contracts with Customers . The Company primarily generates revenue through market making and by providing trading execution services for its clients. The Company categorizes revenue as Retail revenue , Futures revenue, Other revenue or Net interest revenue . Retail revenue is the Company’s largest source of revenue. Retail revenue comprises trading revenue from the retail OTC business and advisory business. OTC trading includes forex trading (“forex”), precious metals trading, CFDs and spread-betting (in markets which do not prohibit such transactions), as well as other financial products. Gains or losses are realized when customer transactions are liquidated. Unrealized gains or losses on trading positions are revalued at prevailing market rates at the date of the balance sheet and are included in Receivables from brokers, Payables to customers, and Payables to brokers on the Consolidated Balance Sheets. Changes in net unrealized gains or losses are recorded in Retail revenue on the Consolidated Statements of Operations and Comprehensive (Loss)/Income. Retail revenue is recorded on a trade date basis. Futures revenue consists of revenue from the Company’s futures business, which offers exchange-based trading execution services, focusing on the indices, agricultural hedging, and commodities sectors. Revenues in this business are generated through commissions, which are earned for executing customer trades. These revenues are booked on a trade date basis. The Company acts as an agent with respect to clearing trades, but is a principal with respect to fees paid to introducing brokers in its futures business. The Company does not assume any market risk with respect to customer trades in this business. Other revenue primarily comprises account management and transaction fees, inactivity, training fees charged to customer accounts, and receipt of class action settlements, as well as foreign currency transaction gains and losses. Net interest revenue consists primarily of the revenue generated by the Company's cash and customer cash held at banks, as well as funds on deposit as collateral with the Company's liquidity providers, less interest paid to the Company's customers. Interest revenue and interest expense are recorded when earned and incurred, respectively. Cash and cash equivalents The Company considers all highly liquid investments with maturity of 90 days or less at the time of acquisition to be cash equivalents. The Company’s cash equivalents consist of U.S. treasury bills and money market accounts, all of which are recorded at fair value. Cash and securities held for customers Cash and securities held for customers represents cash, and highly liquid assets held to fund customer liabilities in connection with trading positions and customer cash balances. 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 on the Consolidated Balance Sheet. As of December 31, 2019 and December 31, 2018 , $6.5 million and $104.7 million , respectively, of total cash and securities held for customers are invested in U.S. government and agency securities. Such securities are carried at fair value, with unrealized and realized gains and losses included in interest revenue in the Consolidated Statement of Operations and Comprehensive (Loss)/Income, as appropriate. In addition, the Company holds certain customer funds in segregated or secured broker accounts. Legally segregated balances are not available for general use, in accordance with certain jurisdictional regulatory requirements. The table below further breaks out the Cash and securities held for customers on the Consolidated Balance Sheets: Year Ended December 31, 2019 2018 Cash and cash equivalents held for customers $ 922,721 $ 737,766 Marketable securities held for customers 6,542 104,712 Cash and securities held for customers $ 929,263 $ 842,478 Receivables from Brokers Receivables from brokers, recorded on the Consolidated Balance Sheets, include funds that the Company has posted with brokers as collateral required by agreements for holding retail hedging positions and funds required to collateralize customer futures trading. Receivables from brokers also include gains or losses realized on settled contracts, as well as unrealized gains or losses on open positions. Fair Value Measurements Certain financial assets and liabilities are measured at fair value in accordance with applicable accounting guidance, as discussed in Note 5 Fair Value Information. Other financial assets and liabilities are not measured at fair value on a recurring basis but nevertheless approximate fair value due to their short term maturities. Such financial assets and liabilities include: Receivables from brokers, Convertible senior notes, certain Other assets, Payables to customers, Payables to brokers, and Accrued expenses and other liabilities . The above referenced receivables and payables include open trading positions which are held at fair value which change in value as the price of the underlying product changes. Prices approximate the amounts at which the Company can settle the positions at the balance sheet date. Concentrations of Credit Risk The Company owns financial instruments that subject the Company to credit risk. These financial instruments are held primarily in Cash and cash equivalents as well as Cash and securities held for customers . The Company’s credit risk is managed by investing primarily in high-quality money market and U.S. 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 brokers included in Receivables from brokers and Cash and cash equivalents . December 31, 2019 and 2018 , 12% and 34% , respectively, of the Company’s brokers receivables included in the Consolidated Balance Sheets were from one large, global financial institution. Property and Equipment and Other Long-Lived Assets Property and equipment is recorded at cost, net of accumulated depreciation. Identifiable 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 a three year useful life, except for leasehold improvements, which are depreciated on a straight-line basis over the shorter of the lease term or estimated useful life. The Company accounts for costs incurred to develop its trading platforms and related software in accordance with ASC 350-40, Internal-Use Software . ASC 350-40 requires that such technology be capitalized in the application development stages. Costs related to training, administration and non-value-added maintenance are charged to expense as incurred. Capitalized software development costs are amortized over the useful life of the software, which the Company estimates at three years. 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 identifiable undiscounted cash flows from such an asset (or asset group) are less than carrying value. In that event, a loss is recognized in the amount by which the carrying value exceeds fair market value of the long-lived asset. This standard applies to assets held for use and not to assets held for sale. The Company has no assets held for sale. The Company has identified no such impairment indicators as of December 31, 2019 or 2018 . Foreign Currencies Each of the Company’s subsidiaries books and records are held using the currency of the primary economic environment in which the subsidiaries operate (the functional currency). The Company has determined that it’s reporting currency is U.S. dollars (USD), to which non-USD subsidiary books are translated. The Company’s Accumulated other comprehensive loss consists of foreign currency translation adjustments from subsidiaries not using USD as their functional currency. Foreign currency transactions are booked in functional currency using the exchange rate prevailing at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary assets and liabilities denominated in non-functional currencies at period end exchange rates are recognized in Other revenue on the Consolidated Statements of Operations and Comprehensive (Loss)/Income. The Company recorded a foreign exchange loss of $0.3 million and $2.4 million , for the years ended December 31, 2019 and 2018 , respectively. Intangible Assets GAAP addressing intangible assets requires purchased intangible assets other than goodwill to be amortized over their estimated useful lives unless their lives are determined to be indefinite. The Company has both definite and indefinite lived intangibles. If indefinite-lived assets are determined to have a finite life in the future, the Company will amortize the carrying value over the remaining estimated useful life at that time. The Company analyzes its business, legal and regulatory environment at least annually and on an interim basis when conditions indicate impairment may have occurred to determine whether its indefinite-lived intangible assets are likely to be impaired. This qualitative assessment indicated that it is more likely than not that the Company’s indefinite lived intangible assets are not impaired. Please refer to Note 9 for additional information. Goodwill The Company recognized goodwill as a result of the acquisitions of certain subsidiaries. Goodwill represents the excess of cost over fair market value of net assets acquired. In accordance with relevant GAAP, the Company tests goodwill for impairment on an annual basis, during the fourth quarter and on an interim basis when conditions indicate impairment may have occurred (please refer to Note 9 ). In performing these assessments, management relies on and considers a number of factors, including operating results, business plans, economic projections, anticipated future cash flows, comparable market transactions (to the extent available), other market data and the Company’s overall market capitalization. There are inherent uncertainties related to these factors which require judgment in applying them to the analysis of goodwill for impairment. When testing for goodwill impairment, the Company first assesses qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company concludes it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative fair value test is performed. Under the quantitative test, the fair value of each reporting unit is compared to its carrying value in order to identify potential impairment. If the fair value of a reporting unit exceeds the carrying value of its net assets, goodwill is not considered impaired and no further testing is required. If the carrying value of the net assets exceeds the fair value of a reporting unit, impairment is indicated at the reporting unit level and an impairment charge will be recorded. An impairment charge will equal the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the amount of goodwill allocated to the reporting unit. Derivatives Forex, metals, and CFDs allow for exchanging the difference in value of a particular asset such as a stock index, energy product, or gold contract, between the time at which a contract is opened and the time at which it is closed. The Company’s retail customer open positions and positions held with liquidity providers are considered derivatives under the accounting guidance in ASC 815, Derivatives and Hedging . Therefore, they are accounted for at fair value, and included in Receivables from brokers, Payables to customers, and Payables to brokers in the Consolidated Balance Sheets. The Company did not designate any of its derivatives as hedging instruments. Net gains and losses with respect to derivative instruments are reflected in Retail revenue in the accompanying Consolidated Statements of Operations and Comprehensive (Loss)/Income. 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. Changes in estimates are recognized in current year earnings. The customer receivables, net of allowance for doubtful accounts, are included in Other assets on the Consolidated Balance Sheets. The related expense is recorded in Bad debt provision on the Consolidated Statements of Operations and Comprehensive (Loss)/Income. Payables to Customers Payables to customers , included on the Consolidated Balance Sheets, include amounts due on cash and margin transactions. These transactions include deposits, commissions and realized gains or losses arising from settled trades. The payables balance also reflects unrealized gains or losses arising from open positions in customer accounts. The payables balance includes amounts deposited by white label partners for which the Company acts as a clearing broker. Payables to Brokers Payables to brokers comprise open trades, which are measured at fair value and the cash due to or from brokers, which is not measured at fair value but approximates fair value. These balances occur when the Company’s hedging trades produce losses and necessitate a margin call to re-capitalize positions or settle losses. Lease Obligations Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases . The Company determines if an arrangement is, or contains, a lease at inception. Right-of-use assets and the related liabilities result from operating leases which were included in Other assets and Accrued expenses and other liabilities , respectively, in the Consolidated Balance Sheet as of December 31, 2019. Operating lease assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses the estimated incremental borrowing rate in determining the present value of lease payments. Variable components of the lease payments such as fair market value adjustments, utilities, and maintenance costs are expensed as incurred and not included in determining the present value of lease liabilities, which will include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has lease agreements with lease and non-lease components which are accounted for as a single lease component. As an accounting policy election, the Company excludes short-term leases having initial terms of 12 months or fewer. Lease expense is recognized on a straight-line basis over the lease term. Please see Note 11 for additional information on leases. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. Referral fees Introducing brokers direct customers to the Company in return for a referral fee on each referred customer’s trading volume or a share of net revenue generated by each referred customer’s trading activity. White label partners offer the Company's trading services to their customers under their own brand. Like introducing brokers, White label partners charge referral fees for the trade flow brought to the Company. These fees are recorded in Referral Fees in the Consolidated Statements of Operations and Comprehensive (Loss)/Income. Trading Expenses Trading expenses consist of exchange fees paid to stock exchanges and other third-parties for exchange market data that the Company provides to its customers or uses to create its own derived data products, as well as fees for news services and clearing fees paid to prime brokers in connection with its futures segment. These costs are expensed as incurred. Advertising Expenses Advertising costs are expensed when incurred and are included in Selling and marketing expense in the accompanying Consolidated Statements of Operations and Comprehensive (Loss)/Income. Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded against deferred tax assets if it is more likely than not that such assets will not be realized. Contingent income tax liabilities are recorded when the criteria for loss recognition have been met. An uncertain tax position is recognized based on the determination of whether or not a tax position is more likely than not to be sustained upon examination based upon the technical merits of the position. If this recognition threshold is met, the tax benefit is then measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. As of December 31, 2019 , the Company asserts that the earnings of its foreign subsidiaries will be permanently reinvested in the working capital and other business needs of the subsidiaries to the extent that repatriation of these earnings would trigger additional capital gains tax, foreign withholding taxes, or material state income taxes. As such, amounts that can be brought back without triggering capital gains, foreign withholding taxes, or material state income taxes will not be considered permanently reinvested. Based on the Company's analysis, the Company does not believe that the potential impact of the unrecognized deferred tax liability associated with the repatriation of such earnings would be material to the financial statements. Share-Based Compensation Share-based compensation expense requires measurement of compensation cost for share-based awards at fair value and recognition of compensation cost over the vesting period, net of estimated forfeitures. For awards with service and performance conditions, the Company recognizes compensation cost on a straight-line basis over the requisite service period. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model, which considers, among other factors, the expected term of the award and the expected volatility of the Company’s stock price. Although the Black-Scholes model meets the requirements of ASC 718, Compensation-Stock Compensation , the fair values generated by the model may not be indicative of the actual fair values of the underlying awards, as it does not consider other factors important to those share-based compensation awards, such as continued employment, periodic vesting requirements and limited transferability. The risk-free interest rate used in the Black-Scholes option-pricing model is based on the U.S. Treasury yield curve in effect at the time of grant. The expected option life is based on historical experience of employee exercise behavior. Expected volatility is based on historical volatility, implied volatility, price observations taken at regular intervals and other factors deemed appropriate. Expected dividend is based upon the current dividend rate. The fair value of restricted stock unit awards is based on the fair value of the Company’s common stock on the grant date. 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 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. Please refer to Note 18 for discussion of the impact of the Company’s convertible notes and non-controlling interests on EPS. Recent Accounting Pronouncements Recently Adopted In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) , which amended the guidance on accounting for leases. The FASB issued this update to increase transparency and comparability among organizations. This update requires the recognition of lease assets and lease liabilities on the balance sheet and the disclosure of key information about leasing arrangements. The Company adopted the ASU effective January 1, 2019 using the additional (optional) approach, in accordance with ASU 2018-11 Leases (Topic 842): Targeted Improvements . The Company initially recorded a right of use asset and lease liability of $12.6 million and $14.9 million , in Other assets and Accrued expenses and other liabilities , respectively. There was no effect on opening retained earnings, and the Company continues to account for leases in the prior period financial statements under ASC Topic 840. In adopting the new lease standard, the Company elected the package of practical expedients permitted under the adoption of the new standard, which allowed the Company to account for existing leases under their current classification, as well as omit any new costs classified as initial direct costs, under the new standard. The Company also elected the practical expedient allowing an accounting policy election by class of underlying asset, to account for separate lease and nonlease components as a single lease component. Please see Note 11 for additional information on leases. In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) , to address certain income tax effects in Accumulated Other Comprehensive Income ("AOCI") resulting from the tax reform enacted in 2017. The amended guidance provides an option to reclassify tax effects within AOCI to retained earnings in the period in which the effect of the tax reform is recorded. The amendments were effective for fiscal years beginning after December 15, 2018, including interim periods. The Company has adopted this ASU as of January 1, 2019, which did not have any impact on the Company's results of operations or financial condition as there were no balances in AOCI that are tax effected. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) . The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. In February 2020, the FASB issued ASU 2020-02, Financial Instruments - Credit Losses (Topic 326) , which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company is currently assessing the impact of the adoption of this ASU on its financial statements. In August 2018, the FASB issued ASU No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820) , which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements. The Company will adopt the new standard effective January 1, 2020 and does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |