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Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION PERIOD FROM          TO         

 

Commission File No: 001-34897

 

GFI GROUP INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

80-0006224

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

55 Water Street, New York, NY

 

10041

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (212) 968-4100

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    YES x     NO o

 

(Explanatory Note: Since June 1, 2015, the registrant has been a voluntary filer not subject to the filing requirements of Section 13 or 15(d) of the Exchange Act of 1934. As a voluntary filer, the registrant filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant would have been required to file such reports) as if it were subject to such filing requirements.)

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES x     NO o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer x

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o   NO x

 

The number of shares of registrant’s common stock outstanding on October 31, 2015 was 170,814,812.

 

 

 



Table of Contents

 

Table of Contents

 

Part I—Financial Information

 

 

 

Page
Number

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Condensed Consolidated Statements of Financial Condition as of September 30, 2015 (unaudited) and December 31, 2014

4

 

 

 

 

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 (unaudited) and September 30, 2014 (unaudited)

5

 

 

 

 

Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2015 (unaudited) and September 30, 2014 (unaudited)

6

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 (unaudited) and September 30, 2014 (unaudited)

7

 

 

 

 

Condensed Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2015 (unaudited)

9

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

10

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

42

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

69

 

 

 

Item 4.

Controls and Procedures

70

 

 

 

 

Part II—Other Information

 

 

 

 

Item 1.

Legal Proceedings

70

 

 

 

Item 1A.

Risk Factors

70

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

70

 

 

 

Item 5.

Other Information

71

 

 

 

Item 6.

Exhibits

71

 

 

2



Table of Contents

 

Available Information

 

Our Internet website address is www.gfigroup.com. Through our website, we make available, free of charge, the following reports as soon as reasonably practicable after electronically filing them with, or furnishing them to, the Securities and Exchange Commission (the “SEC”): our Proxy Statements; Annual Reports on Form 10-K; Quarterly Reports on Form 10-Q; Current Reports on Form 8-K; Forms 3, 4 and 5 filed on behalf of our directors and executive officers; and any amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

In addition, you may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Room 1580, Washington D.C. 20549. You also may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains our reports, proxy and information statements, and other information regarding the Company that we file electronically with the SEC at http://www.sec.gov.

 

Information relating to the corporate governance of the Company is also available on the Investor Relations page of our website, including information concerning our directors, board committees, including committee charters, our corporate governance guidelines, our code of business conduct and ethics for all employees and for senior financial officers and our compliance procedures for accounting and auditing matters. In addition, the Investor Relations page of our website includes certain supplemental financial information that we make available from time to time.

 

Our website and the information contained therein or connected thereto are not incorporated into this Quarterly Report on Form 10-Q.

 

3



Table of Contents

 

PART I—FINANCIAL INFORMATION

 

ITEM 1.              FINANCIAL STATEMENTS

 

GFI GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

(In thousands, except share and per share amounts)

 

 

 

September 30,
2015

 

December 31,
2014

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

128,886

 

$

183,432

 

Cash and securities segregated under federal and other regulations

 

145

 

163

 

Accounts receivable, net of allowance for doubtful accounts of $1,329 and $1,900 at September 30, 2015 and December 31, 2014, respectively

 

79,440

 

82,748

 

Receivables from brokers, dealers and clearing organizations

 

390,214

 

507,601

 

Property, equipment and leasehold improvements, net of depreciation and amortization of $209,719 and $196,237 at September 30, 2015 and December 31, 2014, respectively

 

50,806

 

55,897

 

Goodwill

 

134,434

 

134,542

 

Intangible assets, net

 

25,688

 

30,905

 

Receivables from related parties

 

134,047

 

232

 

Other assets

 

193,096

 

172,721

 

Assets held for sale

 

 

193,701

 

TOTAL ASSETS

 

$

1,136,756

 

$

1,361,942

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Accrued compensation

 

93,324

 

$

88,590

 

Accounts payable and accrued expenses

 

38,350

 

31,791

 

Payables to brokers, dealers and clearing organizations

 

355,170

 

463,243

 

Short-term borrowings

 

75,000

 

10,000

 

Long-term debt

 

240,000

 

240,000

 

Other liabilities

 

76,962

 

70,270

 

Liabilities held for sale

 

 

161,914

 

Total Liabilities

 

$

878,806

 

$

1,065,808

 

Commitments and contingencies (Note 12)

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Preferred stock, $0.01 par value; 5,000,000 shares authorized, none outstanding at September 30, 2015 and December 31, 2014

 

 

 

Common stock, $0.01 par value; 400,000,000 shares authorized; 187,509,724 and 144,290,612 shares issued at September 30, 2015 and December 31, 2014, respectively, net of $430 for issuance of common stock for Note receivable

 

1,444

 

1,442

 

Additional paid in capital, net of $249,570 for issuance of common stock for Note receivable

 

379,069

 

399,774

 

Retained deficit

 

(41,563

)

(31,050

)

Treasury stock, 16,694,912 and 16,724,843 shares of common stock at cost, at September 30, 2015 and December 31, 2014, respectively

 

(73,367

)

(73,445

)

Accumulated other comprehensive loss

 

(9,749

)

(2,493

)

Total Stockholders’ Equity

 

255,834

 

294,228

 

Non-controlling interests

 

2,116

 

1,906

 

Total Equity

 

257,950

 

296,134

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

1,136,756

 

$

1,361,942

 

 

See notes to condensed consolidated financial statements

 

4



Table of Contents

 

GFI GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except share and per share amounts)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Revenues

 

 

 

 

 

 

 

 

 

Agency commissions

 

$

101,565

 

$

112,303

 

$

323,796

 

$

343,410

 

Principal transactions

 

34,279

 

41,453

 

122,357

 

139,090

 

Total brokerage revenues

 

135,844

 

153,756

 

446,153

 

482,500

 

Clearing services revenues

 

 

26,373

 

21,338

 

89,139

 

Interest income from clearing services

 

 

579

 

297

 

1,679

 

Equity in net earnings of unconsolidated businesses

 

829

 

639

 

3,072

 

4,686

 

Software, analytics and market data

 

26,676

 

26,095

 

77,603

 

77,455

 

Other income, net

 

5,911

 

2,859

 

25,942

 

13,686

 

Total revenues

 

169,260

 

210,301

 

574,405

 

669,145

 

Interest and transaction-based expenses

 

 

 

 

 

 

 

 

 

Transaction fees on clearing services

 

 

24,786

 

20,495

 

84,362

 

Transaction fees on brokerage services

 

4,722

 

4,330

 

15,487

 

14,488

 

Interest expense from clearing services

 

 

206

 

128

 

560

 

Total interest and transaction-based expenses

 

4,722

 

29,322

 

36,110

 

99,410

 

Revenues, net of interest and transaction-based expenses

 

164,538

 

180,979

 

538,295

 

569,735

 

Expenses

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

106,551

 

122,720

 

373,279

 

390,420

 

Communications and market data

 

10,445

 

13,335

 

33,172

 

40,202

 

Travel and promotion

 

6,156

 

7,184

 

18,562

 

22,924

 

Rent and occupancy

 

6,545

 

7,835

 

20,284

 

23,811

 

Depreciation and amortization

 

7,200

 

8,480

 

21,329

 

25,873

 

Professional fees

 

3,246

 

13,650

 

25,131

 

29,928

 

Interest on borrowings

 

7,066

 

8,466

 

22,925

 

24,393

 

Impairment of goodwill

 

 

 

 

121,619

 

Merger termination fees

 

 

 

24,728

 

 

Other expenses

 

5,942

 

6,825

 

18,752

 

21,526

 

Total other expenses

 

153,151

 

188,495

 

558,162

 

700,696

 

Income (loss) before provision for (benefit from) income taxes

 

11,387

 

(7,516

)

(19,867

)

(130,961

)

Provision for (benefit from) income taxes

 

381

 

(56

)

(9,933

)

(30,239

)

Net income (loss) before attribution to non-controlling stockholders

 

11,006

 

(7,460

)

(9,934

)

(100,722

)

Less: Net (loss) income attributable to non-controlling interests

 

(183

)

231

 

579

 

762

 

GFI’s net income (loss)

 

$

11,189

 

$

(7,691

)

(10,513

)

$

(101,484

)

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share available to common stockholders

 

 

 

 

 

 

 

 

 

Basic

 

$

0.07

 

$

(0.06

)

(0.07

)

$

(0.82

)

Diluted

 

$

0.07

 

$

(0.06

)

(0.07

)

$

(0.82

)

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

170,814,812

 

125,407,225

 

152,068,906

 

124,237,643

 

Diluted

 

170,814,812

 

125,407,225

 

152,068,906

 

124,237,643

 

Dividends declared per share of common stock

 

$

0.00

 

$

0.00

 

$

0.00

 

$

0.10

 

 

See notes to condensed consolidated financial statements

 

5



Table of Contents

 

GFI GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In thousands)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Net income (loss) before attribution to non-controlling stockholders

 

$

11,006

 

$

(7,460

)

$

(9,934

)

$

(100,722

)

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

(3,635

)

(5,458

)

(7,661

)

(1,066

)

Unrealized loss on available-for-sale securities, net of tax(1)

 

(8

)

 

(18

)

(1,069

)

Total other comprehensive loss

 

(3,643

)

(5,458

)

(7,679

)

(2,135

)

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss) including non-controlling stockholders

 

7,363

 

(12,918

)

(17,613

)

(102,857

)

Comprehensive (loss) income attributable to non-controlling stockholders

 

(289

)

(50

)

156

 

469

 

GFI’s comprehensive income (loss)

 

$

7,652

 

$

(12,868

)

$

(17,769

)

$

(103,326

)

 


(1)         Amounts are net of provision for income taxes of $0 for the three months ended September 30, 2015 and 2014. Amounts are net of provision for (benefit from) income taxes of $0 and $(341) for the nine months ended September 30, 2015 and 2014, respectively.

 

See notes to condensed consolidated financial statements

 

6



Table of Contents

 

GFI GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

 

 

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net loss before attribution to non-controlling stockholders

 

$

(9,934

)

$

(100,722

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

21,329

 

25,873

 

Deferred compensation

 

32,835

 

19,024

 

Tax (benefit) expense related to share-based compensation

 

(8

)

821

 

Amortization of prepaid bonuses and forgivable loans

 

14,334

 

17,893

 

Benefit from deferred taxes

 

(21,274

)

(44,135

)

Gains on foreign exchange derivative contracts, net

 

(3,108

)

(3,389

)

(Earnings) losses from equity method investments, net

 

(1,121

)

473

 

Amortization of deferred financing fees

 

1,554

 

1,376

 

Mark-to-market of contingent consideration liabilities

 

115

 

(2,832

)

Impairment charges

 

 

122,230

 

Other non-cash charges, net

 

(497

)

560

 

(Increase) decrease in operating assets:

 

 

 

 

 

Cash and securities segregated under federal and other regulations

 

9,491

 

7,956

 

Accounts receivable

 

1,689

 

(17,609

)

Receivables from brokers, dealers and clearing organizations

 

92,300

 

(428,142

)

Receivables from related parties

 

(3,349

)

 

Other assets

 

(18,797

)

(9,302

)

Increase (decrease) in operating liabilities:

 

 

 

 

 

Accrued compensation

 

(48,375

)

(10,618

)

Accounts payable and accrued expenses

 

11,847

 

10,853

 

Payables to brokers, dealers and clearing organizations

 

(108,073

)

459,893

 

Payables to clearing services customers

 

10,244

 

(42,565

)

Other liabilities

 

7,953

 

3,054

 

Cash (used in) provided by operating activities

 

(10,845

)

10,692

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Cash delivered in disposition of consolidated subsidiaries, net of cash received

 

(5,633

)

 

Proceeds from disposition of interests in unconsolidated businesses

 

 

8,140

 

Return of capital from unconsolidated businesses

 

 

413

 

Proceeds from disposition of available-for-sale securities

 

 

5,882

 

Purchases of interests in unconsolidated businesses

 

(600

)

 

Purchases of property, equipment and leasehold improvements

 

(3,659

)

(5,842

)

Cash used for loans to related parties

 

(134,250

)

 

Capitalization of internally developed software

 

(5,267

)

(6,232

)

Proceeds on foreign exchange derivative contracts

 

4,980

 

2,605

 

Payments on foreign exchange derivative contracts

 

(1,669

)

(550

)

Other, net

 

(12

)

58

 

Cash (used in) provided by investing activities

 

(146,110

)

4,474

 

 

See notes to condensed consolidated financial statements

 

7



Table of Contents

 

GFI GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Continued)

(In thousands)

 

 

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from short-term borrowings

 

$

115,000

 

$

160,000

 

Repayment of short-term borrowings

 

(50,000

)

(160,000

)

Proceeds from loans from related parties

 

10,000

 

 

 

Repayment of loans from related parties

 

(6,500

)

 

 

Cash dividends paid to common stockholders

 

 

(12,482

)

Shares withheld for taxes on vested restricted stock units

 

(572

)

(9,114

)

Tax benefit (expense) related to share-based compensation

 

8

 

(821

)

Other, net

 

(503

)

25

 

Cash provided by (used in) financing activities

 

67,433

 

(22,392

)

Effects of exchange rate changes on cash and cash equivalents

 

(3,154

)

(1,530

)

Decrease in Cash and cash equivalents classified as Held for sale

 

38,130

 

 

DECREASE IN CASH AND CASH EQUIVALENTS

 

(54,546

)

(8,756

)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

183,432

 

174,606

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

128,886

 

$

165,850

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE:

 

 

 

 

 

Cash paid for interest

 

$

28,219

 

$

29,663

 

Cash paid for income taxes

 

$

10,259

 

$

11,667

 

Cash received from income tax refunds

 

$

542

 

$

899

 

 

 

 

 

 

 

Non-Cash Investing and Financing Activities:

 

 

 

 

 

Purchase of property and equipment through seller financing arrangement

 

$

570

 

$

1,229

 

Issuance of common stock for Note receivable

 

$

250,000

 

$

 

 

See notes to condensed consolidated financial statements

 

8



Table of Contents

 

GFI GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(In thousands)

 

 

 

Common
Stock

 

Additional
Paid In
Capital

 

Treasury
Stock

 

Retained
Deficit

 

Accumulated
Other
Comprehensive
Loss

 

Total
Stockholders’
Equity

 

Non-
Controlling
Interests

 

Total
Equity

 

Balance, January 1, 2015

 

$

1,442

 

$

399,774

 

$

(73,445

)

$

(31,050

)

$

(2,493

)

$

294,228

 

$

1,906

 

$

296,134

 

Issuance of treasury stock

 

 

(78

)

78

 

 

 

 

 

 

Issuance of common stock for vesting of restricted stock units and Note receivable(1)

 

2

 

(2

)

 

 

 

 

 

 

Withholding of restricted stock units in satisfaction of tax requirements

 

 

(572

)

 

 

 

(572

)

 

(572

)

Tax expense associated with share-based awards

 

 

8

 

 

 

 

8

 

 

8

 

Foreign currency translation adjustment

 

 

 

 

 

(7,238

)

(7,238

)

(423

)

(7,661

)

Unrealized loss on available for sale securities, net of tax

 

 

 

 

 

(18

)

(18

)

 

(18

)

Share-based compensation

 

 

3,276

 

 

 

 

3,276

 

 

3,276

 

Conversion of restricted stock units to deferred cash awards

 

 

(23,320

)

 

 

 

(23,320

)

 

(23,320

)

Other capital adjustments

 

 

(17

)

 

 

 

(17

)

54

 

37

 

Net (loss) income

 

 

 

 

(10,513

)

 

(10,513

)

579

 

(9,934

)

Balance, September  30, 2015

 

$

1,444

 

$

379,069

 

$

(73,367

)

$

(41,563

)

$

(9,749

)

$

255,834

 

$

2,116

 

$

257,950

 

 


(1)              Changes in Common Stock and Additional Paid In Capital are net of $430 and $249,570, respectively, associated with the issuance of common stock for a Note receivable. See Notes 2 and 9 for further information.

 

See notes to condensed consolidated financial statements

 

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Table of Contents

 

GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(In thousands except share and per share amounts)

 

1.     ORGANIZATION AND BUSINESS

 

The Condensed Consolidated Financial Statements include the accounts of GFI Group Inc. and its subsidiaries (collectively, “GFI” or the “Company”). The Company, through its subsidiaries, provides wholesale brokerage and trade execution services, clearing services and trading system software products to institutional clients in markets for a range of fixed income, financial, equity and commodity instruments. The Company complements its brokerage and trade execution capabilities with value-added services, such as market data and analytical software products for trader and back-office support, which it licenses primarily to companies in the financial services industry.  The Company is majority-owned by, and operates as a division of BGC Partners, Inc. (together with its affiliates, “BGC”), which owned approximately 67% of the Company’s outstanding shares of common stock as of September 30, 2015. See Note 2 for further information on the acquisition by BGC. In addition, as of September 30, 2015, Jersey Partners, Inc. (“JPI”) owned approximately 27% of the Company’s outstanding shares of common stock. Michael Gooch, a director and former executive officer of the Company, is the controlling shareholder of JPI.

 

2.      ACQUISITION BY BGC PARTNERS, INC. AND TERMINATION OF THE CME MERGER

 

On February 19, 2015, the Company, BGC and BGC Partners, L.P. entered into a Tender Offer Agreement (the “Tender Offer Agreement”) pursuant to which BGC and BGC Partners, L.P. agreed to amend their previously commenced tender offer to purchase all of the outstanding shares of common stock of the Company for $6.10 per share.  On February 26, 2015, BGC successfully completed the BGC Tender and on March 4, 2015 BGC Partners, L.P. paid for the 54,274,212 shares of Common Stock tendered pursuant to the BGC Tender for an aggregate purchase price of $331,073. The tendered shares, together with the 17,120,464 shares already owned by BGC, represented approximately 56% of the outstanding shares of the Company’s common stock.

 

As a result of the transaction, GFI became a controlled company of BGC and operates as a division of BGC. Going forward, BGC and GFI are expected to remain separately branded divisions.

 

On April 28 2015, the Company issued 43,029,260 shares (the “New Shares”) of its common stock to BGC at the closing price of $5.81 per share, for an aggregate purchase price of $250,000.  The purchase price was paid to the Company in the form of a Note due on June 19, 2018 which bears an interest rate of LIBOR plus 200 basis points. Following the issuance of the New Shares, BGC owns approximately 67% of the Company’s outstanding common stock.

 

Prior to the completion of the tender offer, the Company was a party to a series of agreements, including an Agreement and Plan of Merger (the “CME Merger Agreement”) and a Purchase Agreement (the “IDB Purchase Agreement”), each dated as of July 30, 2014, as amended, with CME Group Inc. (“CME”) and certain of its affiliates, whereby the Company had agreed to merge with and into a wholly owned subsidiary of CME (the “CME Merger”) and, immediately following such merger, a private consortium of current GFI management would acquire the Company’s wholesale brokerage and clearing businesses from CME (such transactions collectively, the “CME Transaction”). In addition, CME, JPI and certain other stockholders of GFI, who collectively, at the time, controlled approximately 38% of the outstanding shares of the Company’s common stock, entered into an agreement, dated as of July 30, 2014 (the “Support Agreement”), that provided for such stockholders to vote for the CME Transaction and vote against any alternative transaction and that prevented such stockholders from transferring their shares, including by tendering into the tender offer. The CME Merger Agreement and the CME Transaction were terminated on January 30, 2015. The restrictions in the Support Agreement continue until on or about January 30, 2016.

 

Pursuant to the terms of the CME Merger Agreement, the Company was required to reimburse CME for its expenses up to $7,065 and such reimbursement was paid in February 2015. Additionally, the Company was required to pay CME a termination fee equal to $17,663 (which is the total termination fee of $24,728 less the expense reimbursement that has already been paid to CME) and such transaction fee was paid in March 2015. The termination fee was payable if within 12 months of such termination the Company consummated, or entered into a definitive agreement to consummate, a transaction in which (i) the Company, (ii) 20% or more of the fair value of the assets or of any class of equity or voting securities of the Company and its subsidiaries, (iii) the subsidiaries that were to be retained by CME in the CME Merger Agreement, (iv) Trayport or (v) Fenics was sold.

 

On August 24, 2015, the Company; Michael Gooch; Colin Heffron,  also a director of GFI and former executive officer of the Company; JPI; CME; the former members of the Company’s Special Committee; BGC; and certain other former officers and affiliates of the Company entered into a memorandum of understanding (the “MOU”) with regard to a preliminary settlement (the “Settlement”) of the consolidated class action case pending before the Court of Chancery of the State of Delaware (the “Court”), as discussed further in Note 12. In connection with the Settlement, Messrs. Gooch and Heffron, JPI, BGC and the Company have entered into a separate agreement providing for certain matters relating to the merger of BGC and GFI and allocating certain responsibilities and advancing certain payments (the “Settlement Letter”). In addition, in the MOU, CME has agreed to terminate the restriction prohibiting Messrs. Gooch and Heffron, JPI and certain other stockholders and affiliates of the Company from supporting the Back-End Mergers (as defined below) or similar transactions until January 30, 2016 (the “Waiver”), which was set forth in the Support Agreement.

 

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Table of Contents

 

GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

Accordingly, the parties to the Settlement Letter have agreed that by December 21, 2015, BGC, GFI, JPI and certain affiliates shall enter into the merger agreements providing for merger transactions (the “Back-End Mergers”) as required in the Tender Offer Agreement. The Company expects the Back-End Mergers to be completed no later than January 29, 2016.

 

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation— The Company’s Condensed Consolidated Financial Statements (Unaudited) are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingencies in the Condensed Consolidated Financial Statements. Certain estimates and assumptions relate to the accounting for acquired goodwill and intangible assets, fair value measurements, compensation accruals, tax liabilities and the potential outcome of litigation matters. Management believes that the estimates utilized in the preparation of the Condensed Consolidated Financial Statements are reasonable and prudent. Actual results could differ materially from these estimates.

 

Certain amounts in the Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current year presentation.

 

These Condensed Consolidated Financial Statements are unaudited and should be read in conjunction with the audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Form 10-K”). The condensed consolidated financial information as of December 31, 2014 presented in this Form 10-Q has been derived from audited Consolidated Financial Statements not included herein.

 

These unaudited Condensed Consolidated Financial Statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year.

 

Consolidation Policies

 

General— The Condensed Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries and subsidiaries that are treated as such and other entities in which the Company has a controlling financial interest. For consolidated subsidiaries that are less than wholly-owned, equity interests that are not owned by the Company are referred to as non-controlling interests. The portion of net income attributable to non-controlling interests for such subsidiaries is presented as Net income attributable to non-controlling interests on the Condensed Consolidated Statements of Operations, and the portion of the stockholders’ equity of such subsidiaries is presented as Non-controlling interests in the Condensed Consolidated Statements of Financial Condition and Condensed Consolidated Statement of Changes in Stockholders’ Equity. All intercompany transactions and balances have been eliminated.

 

Variable Interest Entities—The Company determines whether it holds any interests in entities deemed to be a variable interest entity (“VIE”). A VIE is an entity that lacks one or more of the following characteristics (i) the total equity investment at risk is sufficient to enable the entity to finance its activities independently and (ii) the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The Company has a controlling financial interest and will consolidate a VIE if it is the primary beneficiary.

 

The primary beneficiary is the party that has both (i) the power to direct the activities of the VIE that most significantly impact the economic performance of the entity and (ii) the obligation to absorb losses of the entity that could be potentially significant to the VIE or the right to receive benefits from the entity that could be potentially significant. As of September 30, 2015, the Company holds interests in certain VIEs. One of these VIEs is consolidated because it was determined that the Company is the primary beneficiary of this VIE because (1) the Company provided the majority of the VIE’s start-up capital and (2) the Company has consent rights regarding those activities that the Company believes would most significantly impact the economic performance of the entity. The remaining VIEs are not consolidated as it was determined that the Company is not the primary beneficiary due to the level of equity ownership and voting power.  The Company reassesses its evaluation of whether an entity is a VIE when certain events occur, such as changes in economic ownership and voting power.  The Company reassesses its determination of whether it is the primary beneficiary of a VIE on an ongoing basis based on current facts and circumstances.  See Note 16 for disclosures on Variable Interest Entities.

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

Cash and Cash Equivalents— Cash and cash equivalents consist of cash and highly liquid investments purchased with an original maturity of three months or less. Cash and cash equivalents are categorized within Level 1 of the fair value hierarchy.

 

Cash and Securities Segregated Under Federal and Other Regulations—The Company holds cash and securities representing funds received in connection with customer trading activities. The Company’s subsidiaries are required to satisfy regulations mandated by their primary regulators to segregate or set aside cash or equivalent securities to satisfy regulations, promulgated to protect customer assets.

 

Accounts Receivable —Accounts receivable largely represents commissions due from brokers, dealers, banks and other financial and nonfinancial institutions for the execution of securities, commodities, foreign exchange and other derivative brokerage transactions. Also, included within Accounts receivable are the billed portion of existing contracts from customers related to the licensing, support and maintenance of software, analytics and market data, as well as any unbilled but earned portion of any services provided to such customers. In estimating the allowance for doubtful accounts, management considers the length of time receivables are past due and historical experience. In addition, if the Company is aware of a client’s inability to meet its financial obligations, a specific provision for doubtful accounts is recorded in the amount of the estimated losses that will result from the inability of that client to meet its financial obligation.

 

Receivables from and Payables to Brokers, Dealers and Clearing Organizations—Receivables from and payables to brokers, dealers and clearing organizations primarily represent: (i) principal transactions for which the stated settlement dates have not yet been reached, (ii) principal transactions which have not settled as of their stated settlement dates, (iii) cash, including deposits, held at clearing organizations and exchanges in support of the Company’s clearing business and to facilitate settlement and clearance of matched principal transactions and (iv) the spread on matched principal transactions that have not yet been remitted from/to clearing organizations and exchanges.

 

Property, Equipment and Leasehold Improvements—Property, equipment and leasehold improvements are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method, generally over three to seven years. Property and equipment are depreciated over their estimated useful lives. Leasehold improvements are amortized over the shorter of the remaining term of the respective lease to which they relate or the remaining useful life of the leasehold improvement. Internal and external costs incurred in developing or obtaining computer software for internal use are capitalized in accordance with Accounting Standards Codification (“ASC”) 350 Intangibles—Goodwill and Other (“ASC 350”), and are amortized on a straight-line basis over the estimated useful life of the software, generally three years. General and administrative costs related to developing or obtaining such software are expensed as incurred.

 

Goodwill and Intangible Assets—Goodwill represents the excess of the purchase price allocation over the fair value of tangible and identifiable intangible net assets acquired. The goodwill associated with each business combination is allocated to the related reporting units, which are determined based on how the Company’s businesses are managed and how they are reviewed by the Company’s chief operating decision maker. Other intangible assets are recorded at their fair value upon completion of a business combination or certain other transactions. Substantially all of the firm’s identifiable intangible assets are considered to have definite lives and are amortized on a straight-line basis over their estimated useful lives.

 

In accordance with ASC 350, goodwill is not amortized, but instead is periodically tested for impairment. The Company reviews goodwill for impairment on an annual basis as of November 1 of each fiscal year or whenever an event occurs or circumstances change that could reduce the fair value of a reporting unit below its carrying amount. See Note 6 for further information.

 

Prepaid Bonuses and Forgivable Employee Loans—Prepaid bonuses and forgivable loans to employees are stated at historical value net of amortization when the agreement between the Company and the employee provides for the return of proportionate amounts of the bonus or loan outstanding if employment is terminated in certain circumstances prior to the end of the term of the agreement. Amortization is calculated using the straight-line method over the term of the contract, which is generally two to four years, and is recorded in Compensation and employee benefits. The Company generally expects to recover the unamortized portion of prepaid bonuses and forgivable loans when employees voluntarily terminate their employment or if their employment is terminated for cause prior to the end of the term of the agreement. The prepaid bonuses and forgivable loans are included in Other assets in the Condensed Consolidated Statements of Financial Condition. At September 30, 2015 and December 31, 2014, the Company had prepaid bonuses of $11,159 and $16,523, respectively. At September 30, 2015 and December 31, 2014, the Company had forgivable employee loans and advances to employees of $14,691 and $15,072, respectively. Amortization of prepaid bonuses and forgivable employee loans for the nine months ended September 30, 2015 and 2014 was $14,334 and $17,893, respectively and is included within Compensation and employee benefits.

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

Investments—When the Company does not have a controlling financial interest in an entity but can exert significant influence over the entity’s operating and financial policies, the investment is accounted for under the equity method of accounting in accordance with ASC 323-10, Investments—Equity Method and Joint Ventures (“ASC 323-10”). Significant influence generally exists when the Company owns 20% to 50% of the entity’s common stock or in-substance common stock. The Company initially records the investment at cost and adjusts the carrying amount each period to recognize its share of the earnings and losses of the investee based on the percentage of ownership. At September 30, 2015 and December 31, 2014, the Company had equity method investments with a carrying value of $13,919 and $13,184, respectively, included within Other assets. The Company also provides administrative services to certain of these equity method investees.

 

Investments for which the Company does not have the ability to exert significant influence over operating and financial policies are generally accounted for using the cost method of accounting in accordance with ASC 325-10, Investments—Other (“ASC 325-10”). At September 30, 2015 and December 31, 2014, the Company had cost method investments of $1,563 and $1,688, respectively, included within Other assets.  The fair value of the Company’s cost method investments are not estimated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value. The Company monitors its equity and cost method investments for indicators of impairment each reporting period.

 

The Company accounts for its marketable equity securities and its debt securities in accordance with ASC 320-10, Investments—Debt and Equity Securities (“ASC 320-10”). Investments that are owned by the Company’s broker-dealer subsidiaries are recorded at fair value with realized and unrealized gains and losses reported in net (loss) income. Investments designated as available-for-sale that are owned by the Company’s non broker-dealer subsidiaries are recorded at fair value with unrealized gains or losses reported as a separate component of other comprehensive (loss) income, net of tax.  The fair value of the Company’s available-for-sale securities was $81 and $0 as of September 30, 2015 and December 31, 2014, respectively, and is included within Other assets.

 

Fair Value of Financial Instruments—In accordance with ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), the Company estimates fair values of financial instruments using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment in interpreting market data and, accordingly, changes in assumptions or in market conditions could adversely affect the estimates. The Company also discloses the fair value of its financial instruments in accordance with the fair value hierarchy as set forth by ASC 820-10. See Note 14 for further information.

 

Derivative Financial Instruments—The Company enters into derivative transactions for a variety of reasons, including managing its exposure to risk arising from changes in foreign currency, facilitating customer trading activities and, in certain instances, to engage in principal trading for the Company’s own account. Derivative assets and liabilities are carried on the Condensed Consolidated Statements of Financial Condition at fair value, with changes in the fair value recognized in the Condensed Consolidated Statements of Operations. Contracts entered into to manage risk arising from changes in foreign currency are recognized in Other income, net and contracts entered into to facilitate customer transactions and principal trading are recognized in Principal transactions. Derivatives are reported on a net-by-counterparty basis when management believes that a legal and enforceable right of offset exists under these agreements. See Note 15 for further information.

 

Payables to Clearing Services Customers—Payables to clearing services customers include amounts due on cash and margin transactions, including futures contracts transacted on behalf of customers.

 

Revenue Recognition

 

Brokerage Transactions—The Company provides brokerage services to its clients in the form of either agency or principal transactions. In agency transactions, the Company charges commissions for executing transactions between buyers and sellers. Agency commission revenues and related expenses are recognized on a trade date basis. These revenues are presented in Agency commissions on the Company’s Condensed Consolidated Statements of Operations.  Principal transactions revenue is primarily derived from matched principal and principal trading transactions. Principal transactions revenues and related expenses are recognized on a trade date basis. The Company earns revenue from principal transactions on the spread between the buy and sell price of the security that is brokered. In matched principal transactions, the Company simultaneously agrees to buy instruments from one customer and sell them to another customer. These revenues are presented in Principal transactions Company’s Condensed Consolidated Statements of Operations.  In the normal course of its matched principal and principal trading businesses, the Company may hold security positions overnight. These positions are marked to market on a daily basis.

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

Clearing Services Revenues—The Company charges fees to customers for clearing services provided for cash and derivative transactions. Clearing services revenues are recorded on a trade date basis as customer transactions occur and are presented net of any customer negotiated rebates.

 

Software, Analytics and Market Data Revenue Recognition— Software revenue consists primarily of fees charged for Trayport electronic trading software, which are typically billed on a subscription basis and are recognized ratably over the term of the subscription period, which ranges from one to five years. Analytics revenue consists primarily of software license fees for Fenics pricing tools which are typically billed on a subscription basis, and is recognized ratably over the term of the subscription period, which is generally three years. Market data revenue primarily consists of subscription fees and fees from customized one-time sales. Market data subscription fees are recognized on a straight-line basis over the term of the subscription period, which ranges from one to two years. Market data revenue from customized one-time sales is recognized upon delivery of the data. The Company markets its software, analytics and market data products through its direct sales force and, in some cases, indirectly through resellers. In general, the Company’s license agreements for such products do not provide for a right of return.

 

Other Income, net—Included within Other income, net on the Company’s Condensed Consolidated Statements of Operations are revaluations of foreign currency derivative contracts, realized and unrealized transaction gains and losses on certain foreign currency denominated items, and gains and losses on certain investments, and interest income earned on short-term investments.

 

Compensation and Employee Benefits—The Company’s compensation and employee benefits have both a fixed and variable component. Base salaries and benefit costs are primarily fixed for all employees while bonuses constitute the variable portion of compensation and employee benefits. The Company has historically paid certain performance bonuses in restricted stock units (“RSUs”).  All RSUs which were outstanding immediately prior to the completion of BGC’s tender offer were converted into the right to receive cash, subject to the terms of each award’s pre-existing vesting schedule.  During the three and nine months ended September 30, 2015, the Company paid certain performance bonuses in deferred cash awards. The Company also may grant sign-on and retention bonuses for certain newly-hired or existing employees who agree to long-term employment agreements.

 

Share-Based Compensation—The Company’s share-based compensation had consisted of RSUs. The Company accounts for share-based compensation in accordance with ASC 718 Compensation— Stock Compensation (“ASC 718”). This accounting guidance requires measurement of compensation expense for equity-based awards at fair value and recognition of compensation expense over the service period, net of estimated forfeitures. In all periods presented, the only share-based compensation expense recognized by the Company has been RSUs. The Company determines the fair value of RSUs based on the number of units granted and the grant date fair value of the Company’s common stock, measured as of the closing price on the date of grant. As discussed in further detail in Note 11, during the first quarter of 2015, the Company converted all RSUs which were outstanding immediately prior to the completion of BGC’s tender offer into the right to receive cash, subject to the terms of each award’s pre-existing vesting schedule.

 

Deferred Cash Compensation—The Company accounts for deferred cash compensation in accordance with ASC 710 Compensation— General (“ASC 710”). This accounting guidance requires measurement of deferred compensation expense for non-equity-based awards based upon future amounts expected to be paid, and provides for recognition of compensation expense over the expected service period, net of estimated forfeitures. See Note 11 for further information.

 

Income Taxes— In accordance with ASC 740, Income Taxes (“ASC 740”), the Company provides for income taxes using the asset and liability method under which deferred income taxes are recognized for the estimated future tax effects attributable to temporary differences and carryforwards that result from events that have been recognized either in the financial statements or the income tax returns, but not both. The measurement of current and deferred income tax assets and liabilities is based on provisions of enacted tax laws. Valuation allowances are recognized if, based on the weight of available evidence, it is more likely than not that some portion of the deferred tax assets will not be realized. Management applies the more likely than not criteria prior to recognizing a financial statement benefit for a tax position taken (or expected to be taken) in a tax return. The Company recognizes interest and/or penalties related to income tax matters in interest expense and other expense, respectively.

 

The Company recorded a provision for income taxes of $381 for the three months ended September 30, 2015, as compared to a benefit for income taxes of $56 for the three months ended September 30, 2014.  The net increase in income tax expense during the third quarter of 2015 was largely due to an increase in pre-tax income during the three months ended September 30, 2015 compared with the same prior year period. The effective tax rates for both periods were impacted by a geographical mix of pre-tax profits and losses.

 

The Company recorded a benefit from income taxes of $9,933 for the nine months ended September 30, 2015, as compared to $30,239 for the nine months ended September 30, 2014.  The benefit from income taxes for the nine months ended September 30, 2015 was primarily due to an allowable U.S. income tax deduction as a result of the merger termination fee paid to CME following the termination of the CME Merger Agreement in January 2015.  The benefit from income taxes for the nine months ended September 30, 2014 was primarily a result of a $29,151 discrete tax benefit attributable to non-cash goodwill impairment charges recorded during the second quarter of 2014.

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

The net decrease in benefit from income taxes during the nine months ended September 30, 2015 compared with nine months ended September 30, 2014 was largely due to a decrease in pre-tax loss during the current year period. The effective tax rates for both periods were impacted by a geographical mix of pre-tax profits and losses.

 

Treasury Stock—The Company accounts for Treasury stock using the cost method. Treasury stock held by the Company may be reissued with respect to vested RSUs in qualified jurisdictions. The Company’s policy is to account for these shares as a reduction of Treasury stock on a first-in, first-out basis.

 

Foreign Currency Translation Adjustments and Transactions— Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at the period end rates of exchange, and revenue and expenses are translated at the average rates of exchange for the period. Gains or losses resulting from translating foreign currency financial statements are reflected in foreign currency translation adjustments and are reported as a separate component of comprehensive (loss) income and included in accumulated other comprehensive income in the Condensed Consolidated Statement of Changes in Stockholders’ Equity. The revaluation of asset and liability balances that are denominated in currencies other than the functional currency of the business unit involved in such transactions is reflected in Other Income, net in the Condensed Consolidated Statements of Operations. Net gains (losses) resulting from remeasurement of foreign currency transactions and balances were $1,323 and $(2,809) for the three months ended September 30, 2015 and 2014, respectively, and $96 and $(2,694) for the nine months ended September 30, 2015 and 2014, respectively.

 

Recent Accounting Pronouncements— In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). ASU 2014-08 changes the criteria for disposals to qualify as discontinued operations and requires new disclosures about disposals of both discontinued operations and certain other disposals that do not meet the new definition. The guidance was effective for the Company’s fiscal year beginning January 1, 2015. The adoption of ASU 2014-08 has not had a material impact on the Company’s Consolidated Financial Statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 defines how companies report revenues from contracts with customers, and also requires enhanced disclosures. The guidance, as stated in ASU 2014-09, was effective beginning in the first quarter of fiscal 2017. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers - Deferral of Effective Date (“ASU 2015-14”), which defers the effective date by one year, with early adoption on the original effective date permitted. The Company is currently evaluating the impact of the new guidance on its Consolidated Financial Statements.

 

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 sets forth management’s responsibility to evaluate, each reporting period, whether there is substantial doubt about the Company’s ability to continue as a going concern, and if so, to provide related footnote disclosures. The guidance is effective for the Company’s 2016 annual financial statements. The Company is currently evaluating the impact of the new guidance on its Consolidated Financial Statements.

 

In November 2014, the FASB issued ASU No. 2014-17, Business Combinations  (Topic 805) - Pushdown Accounting (“ASU 2014-17”). ASU 2014-17 provides an acquired entity the option of applying pushdown accounting in its stand-alone financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The Company adopted this guidance on November 18, 2014, the effective date of ASU 2014-17.  In conjunction with the Company’s February 2015 acquisition by BGC, the Company has elected not to apply pushdown accounting on its Condensed Consolidated Financial Statements for the nine months ended September 30, 2015, the reporting period in which the change-in-control event occurred.

 

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 eliminates the deferral of certain consolidation standards for entities considered to be investment companies and modifies the consolidation analysis performed on certain types of legal entities. The guidance is effective beginning in the first quarter of fiscal 2017 and early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its Consolidated Financial Statements.

 

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be reported on the Consolidated Statements of Financial Condition as a direct deduction from the carrying amount of that debt liability. The guidance is effective for the Company retrospectively beginning in the first quarter of fiscal 2017 and early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its Consolidated Financial Statements.

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”). ASU 2015-16 requires adjustments to provisional amounts that are identified during the measurement period of a business combination to be recognized in the reporting period in which the adjustment amounts are determined. Acquirers are no longer required to revise comparative information for prior periods as if the accounting for the business combination had been completed as of the acquisition date. The guidance is effective beginning January 1, 2016 and early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its Consolidated Financial Statements.

 

4. DISPOSALS AND ASSETS AND LIABILITIES HELD FOR SALE

 

On January 24, 2015, the Company entered into an agreement to sell 100% equity ownership of The Kyte Group Limited (“KGL”), which primarily included the Company’s clearing business.  The Company determined that as of December 31, 2014, KGL met the criteria for classification as held for sale and, accordingly, its assets and liabilities were included in Assets held for sale and Liabilities held for sale on the Condensed Consolidated Statements of Financial Condition as of December 31, 2014, net of $4,061 of asset impairment, resulting from a write-down to the carrying value of its long-lived assets. The transaction was completed in March 2015. KGL’s operations prior to the completion of the transaction are included in the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2015 and three and nine months ended September 30, 2014 and included within the Clearing and Backed Trading reportable segment.

 

The major classes of the total consolidated assets and liabilities of KGL that were classified as held for sale at December 31, 2014 were as follows:

 

 

 

December 31,

 

 

 

2014

 

Assets

 

 

 

Cash and cash equivalents

 

$

24,957

 

Cash and securities segregated under federal and other regulations

 

52,160

 

Accounts receivable, net

 

1,348

 

Receivables from brokers, dealers and clearing organizations

 

90,634

 

Property, equipment and leasehold improvements, net

 

1,944

 

Intangible assets, net

 

4,302

 

Other assets (1)

 

680

 

Asset impairment

 

(4,061

)

Total assets held for sale

 

$

171,964

 

 

 

 

 

Liabilities

 

 

 

Accrued compensation

 

1,545

 

Accounts payable and accrued expenses

 

849

 

Payables to clearing services customers (2)

 

142,108

 

Other liabilities

 

1,397

 

Total liabilities held for sale

 

$

145,899

 

 


(1)         Excludes $570 of receivables from consolidated affiliates that has been eliminated for the purposes of presentation on the Consolidated Statement of Financial Condition.

(2)         Excludes $12,499 of payables to consolidated affiliates that has been eliminated for the purposes of presentation on the Consolidated Statement of Financial Condition.

 

On February 3, 2015, the Company entered into an agreement to sell 100% equity ownership of Kyte Broking Limited (“KBL”). The Company determined that KBL met the criteria for classification as held for sale and, as a result, its assets and liabilities have been included in Assets held for sale and Liabilities held for sale on the Condensed Consolidated Statements of Financial Condition as of December 31, 2014.  In May 2015, the Company completed the sale of KBL. The Company recorded a gain on the sale of $771, in addition to $420 of translation gain on the disposal of the entity, which were included within Other, net on the Condensed Consolidated Statements of Operations for the nine month ended September 30, 2015.  KBL’s operations prior to the completion of the transaction are included in the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2015 and three and nine months ended September 30, 2014.

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

The major classes of the total consolidated assets and liabilities of KBL that were classified as held for sale at December 31, 2014 were as follows:

 

 

 

December 31,

 

 

 

2014

 

Assets

 

 

 

Cash and cash equivalents

 

$

13,172

 

Accounts receivable, net

 

7,398

 

Receivables from brokers, dealers and clearing organizations

 

659

 

Property, equipment and leasehold improvements, net

 

178

 

Other assets

 

330

 

Total assets held for sale

 

$

21,737

 

 

 

 

 

Liabilities

 

 

 

Accounts payable and accrued expenses

 

15,990

 

Other liabilities

 

25

 

Total liabilities held for sale

 

$

16,015

 

 

5.     RECEIVABLES FROM AND PAYABLES TO BROKERS, DEALERS AND CLEARING ORGANIZATIONS

 

Amounts receivable from and payable to brokers, dealers and clearing organizations consisted of the following:

 

 

 

September 30,
2015

 

December 31,
2014

 

Receivables from brokers, dealers and clearing organizations:

 

 

 

 

 

Contract value of fails to deliver

 

$

318,297

 

$

458,718

 

Receivables from and deposits with clearing organizations and financial institutions (1)

 

71,917

 

48,630

 

Net pending trades

 

 

253

 

Total

 

$

390,214

 

$

507,601

 

Payables to brokers, dealers and clearing organizations:

 

 

 

 

 

Contract value of fails to receive

 

$

328,412

 

$

462,747

 

Payables to clearing organizations and financial institutions

 

8,728

 

496

 

Net pending trades

 

18,030

 

 

Total

 

$

355,170

 

$

463,243

 

 


(1)         Excluded from the December 31, 2014 balance is $91,293 of Receivables from and deposits with clearing organizations and financial institutions related to KGL and KBL. As discussed in Note 4, such amounts are included in Assets held for sale.

 

Substantially all fail to deliver and fail to receive balances at September 30, 2015 have subsequently settled at the contracted amounts. All fail to deliver and fail to receive balances at December 31, 2014 have subsequently settled at the contracted amounts.

 

In addition to the balances above, the Company had Payables to clearing services customers of $142,108 at December 31, 2014 associated with the KGL clearing business, which was included in Liabilities held for sale.  These amounts represented cash which had been payable to the Company’s clearing customers that was held with the Company’s third-party general clearing members and were included within Cash and cash equivalents, Cash and securities segregated under federal and other regulations or Receivables from brokers, dealers and clearing organizations as follows:

 

 

 

December 31,
2014

 

Cash and cash equivalents

 

11,162

 

Cash segregated under federal and other regulations

 

52,160

 

Receivables from brokers, dealers, and clearing organizations

 

78,786

 

Total

 

$

142,108

 

 

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Table of Contents

 

GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

As the transaction to sell KGL was completed in March 2015 the Company had no Payables to clearing service customers as of September 30, 2015.  See Note 4 for further information on the sale of KGL.

 

6.     GOODWILL AND INTANGIBLE ASSETS

 

GoodwillChanges in the carrying amount of the Company’s goodwill for the nine months ended September 30, 2015 were as follows:

 

 

 

December 31,
2014

 

Goodwill
acquired

 

Impairment
charges

 

Adjustments

 

Foreign currency
translation

 

September 30,
2015

 

Goodwill

 

 

 

 

 

 

 

 

 

 

 

 

 

All other

 

$

134,542

 

$

 

$

 

$

 

$

(108

)

$

134,434

 

 

Goodwill is required to be tested for impairment at least annually and more frequently when indicators of impairment exist. All of the Company’s goodwill is allocated to its reporting units and the goodwill impairment tests are performed at the reporting unit level. The Company determined its reporting units to be Americas Brokerage; Europe, Middle East and Africa (“EMEA”) Brokerage; Asia Brokerage; Clearing and Backed Trading; Trayport; and Fenics.

 

No events or changes in circumstances which would indicate goodwill impairment occurred at the Trayport and Fenics reporting units, the Company’s reporting units with remaining goodwill balances, in the nine months ended September 30, 2015.

 

Intangible AssetsIntangible assets consisted of the following:

 

 

 

September 30, 2015

 

December 31, 2014

 

 

 

Gross
amount

 

Accumulated
amortization
and foreign
currency
translation

 

Net
carrying
value

 

Gross
amount

 

Accumulated
amortization
and foreign
currency
translation

 

Net
carrying
value 
(1)

 

Amortized intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

62,334

 

$

42,973

 

$

19,361

 

$

62,334

 

$

39,203

 

$

23,131

 

Trade names

 

7,904

 

7,048

 

856

 

7,904

 

6,750

 

1,154

 

Core technology

 

8,697

 

4,802

 

3,895

 

8,697

 

4,105

 

4,592

 

Non-compete agreements

 

3,756

 

3,439

 

317

 

3,756

 

3,429

 

327

 

Patents

 

3,131

 

2,093

 

1,038

 

3,131

 

1,719

 

1,412

 

Other

 

647

 

426

 

221

 

647

 

358

 

289

 

Total

 

$

86,469

 

$

60,781

 

$

25,688

 

$

86,469

 

$

55,564

 

$

30,905

 

 


(1)         Excluded from net carrying value as of December 31, 2014 is $3,715 of customer relationships,  $576 of trade names and $11 of non-compete agreements with indefinite useful lives related to KGL that were  held for sale. As discussed in Note 4, such amounts were included in Assets held for sale as of December 31, 2014 prior to the disposal of KGL during the first quarter of 2015.

 

Intangible amortization expense for the three months ended September 30, 2015 and 2014 was $1,657 and $2,438, respectively. Intangible amortization expense for the nine months ended September 30, 2015 and 2014 was $4,959 and $7,355, respectively.

 

At September 30, 2015, expected amortization expense for the definite lived intangible assets is as follows:

 

2015

 

$

1,603

 

2016

 

5,985

 

2017

 

4,127

 

2018

 

3,309

 

2019

 

3,093

 

Thereafter

 

7,571

 

Total

 

$

25,688

 

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

7.     OTHER ASSETS AND OTHER LIABILITIES

 

Other assets consisted of the following:

 

 

 

September 30,
2015

 

December 31,
2014

 

Deferred tax assets

 

$

112,116

 

$

91,935

 

Investments accounted for under the cost method and equity method

 

15,482

 

14,872

 

Forgivable employee loans and advances to employees

 

14,691

 

15,072

 

Prepaid bonuses

 

11,159

 

16,523

 

Software inventory, net

 

4,463

 

3,435

 

Deferred financing fees

 

3,484

 

5,038

 

Financial instruments owned

 

3,305

 

3,865

 

Other

 

28,396

 

21,981

 

Total Other assets

 

$

193,096

 

$

172,721

 

 

Other liabilities consisted of the following:

 

 

 

September 30,
2015

 

December 31,
2014

 

Payroll related liabilities

 

$

26,533

 

$

12,522

 

Deferred revenues

 

8,446

 

7,993

 

Deferred rent liabilities

 

8,226

 

8,657

 

Unrecognized tax benefits

 

7,983

 

8,396

 

Income taxes payable

 

6,418

 

5,384

 

Interest payable

 

5,466

 

12,457

 

Deferred tax liabilities

 

4,088

 

4,726

 

Financial instruments sold, not yet purchased

 

1,116

 

1,387

 

Other

 

8,686

 

8,748

 

Total Other liabilities

 

$

76,962

 

$

70,270

 

 

8.     SHORT-TERM BORROWINGS AND LONG-TERM DEBT

 

The Company’s outstanding debt obligations consisted of the following:

 

 

 

September 30,

 

December 31,

 

 

 

2015

 

2014

 

8.375% Senior Notes due 2018

 

$

 240,000

 

$

240,000

 

Loans pursuant to Credit Agreement

 

75,000

 

10,000

 

Total

 

$

315,000

 

$

250,000

 

 

The Company’s debt obligations are carried at historical amounts. The fair value of the Company’s Long-term debt obligations, categorized within Level 2 of the fair value hierarchy, is measured primarily using pricing service data from external providers.  The carrying amounts and estimated fair values of the Company’s Long-term debt obligations are as follows:

 

 

 

September 30, 2015

 

December 31, 2014

 

 

 

Carrying
Amount

 

Fair Value

 

Carrying
Amount

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

8.375% Senior Notes

 

$

240,000

 

$

256,800

 

$

240,000

 

$

272,568

 

 

8.375% Senior Notes

 

In July 2011, the Company issued $250,000 in aggregate principal amount of 8.375% Senior Notes (the “8.375% Senior Notes”) due 2018 in a private offering (the “Offering”) to qualified institutional buyers pursuant to Rule 144A and to certain persons in offshore transactions pursuant to Regulation S, each under the Securities Act of 1933, as amended (the “Securities Act”).  The notes were priced to investors at 100% of their principal amount, and mature in July 2018. Interest on these notes is payable, semi-annually in arrears on the 19th of January and July.

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

Transaction costs of approximately $9,100 related to the 8.375% Senior Notes were deferred and are being amortized over the term of the notes.  On December 21, 2011, the Company completed an exchange offer for the 8.375% Senior Notes whereby it exchanged $250,000 in aggregate principal amount of the 8.375% Senior Notes for 8.375% Senior Notes that are registered under the Securities Act.

 

In March 2013, the Company repurchased $10,000 principal amount of its 8.375% Senior Notes on the open market for an aggregate purchase price of $9,602, including accrued interest and sales commissions. The Company funded the repurchase of these notes with borrowings under its Credit Agreement.

 

In April 2015, the Company’s Audit Committee authorized the Company to repurchase up to $50,000 of the Company’s common stock and 8.375% Senior Notes. In addition, in July 2015, the Company’s Audit Committee authorized the Company to repurchase up to $240,000 of the Company’s 8.375% Senior Notes.  During the three and nine months ended September 30, 2015 and 2014 the Company did not repurchase any shares of its common stock or 8.375% Senior Notes.

 

On January 18, 2013, Moody’s Investor Services (“Moody’s”) lowered its credit rating on the Company’s 8.375% Senior Notes two notches to B1, which increased the Company’s applicable per annum interest, effective January 19, 2013, by an additional 50 basis points. On April 19, 2013, Fitch Ratings, Inc. (“Fitch”) further lowered its credit rating on the Company’s 8.375% Senior Notes two notches to BB and revised its outlook from Stable to Negative. This credit rating downgrade by Fitch increased the Company’s applicable per annum interest by an additional 50 basis points, effective July 19, 2013. On June 26, 2013, Standard & Poor’s (“S&P”) further lowered its credit rating on the Company’s 8.375% Senior Notes one notch to B+ and revised its outlook from Negative to Stable. This credit rating downgrade by S&P increased the Company’s applicable per annum interest by an additional 25 basis points, effective July 19, 2013.

 

Pursuant to the terms of the 8.375% Senior Notes, the cumulative effect of downgrades to the Company’s credit rating by rating agencies subsequent to the issuance of the Company’s 8.375% Senior Notes resulted in 200 basis points penalty interest, which is the maximum increase permitted under the indenture.

 

On April 29, 2015, BGC announced the purchase of additional shares of the Company and gained the two-thirds ownership necessary to effect the full merger of GFI. See Notes 2 and 9 for further information on GFI’s issuance of shares to BGC. Following this announcement, the Company’s credit ratings were upgraded by both S&P and Fitch. On April 29, 2015, S&P raised its credit rating on the Company’s 8.375% Senior Notes four notches to BB+, and indicated its rating on the Company’s 8.375% Senior Notes remained on CreditWatch with positive implications. On May 6, 2015, Fitch increased its credit rating on the Company’s 8.375% Senior Notes four notches to BB+ and has also removed the Company’s 8.375% Senior Notes rating  the from Rating Watch Positive and assigned a Positive Rating Outlook.

 

On July 10, 2015, the Company and BGC entered into a guarantee (the “Guarantee”) pursuant to which BGC has guaranteed the obligations of the Company under the Company’s 8.375% Senior Notes in the remaining aggregate principal amount of $240,000 and the indenture, dated as of July 19, 2011 (the “Indenture”), between GFI and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”). The Company and BGC will share any cost savings, including interest and other costs, resulting from the credit enhancement provided by BGC. The Company has agreed to indemnify BGC in the event that BGC or any of its affiliates is obligated to make payment under such Guarantee.

 

Following the announcement of the Guarantee, the Company’s credit ratings were upgraded as follows. On July 13, 2015, S&P raised its credit rating on the Company’s 8.375% Senior Notes one notch to BBB- and assigned an outlook of Stable. In addition, on July 13, 2015, Fitch raised its credit rating on the Company’s 8.375% Senior Notes one notch to BBB- and maintained a Positive Rating Outlook. On July 17, 2015, Moody’s raised its credit rating on the Company’s 8.375% Senior Notes one notch to Ba3 and assigned an outlook of Positive.

 

The April and July 2015 upgrades from the rating agencies lowered the interest rate on the Company’s 8.375% Senior Notes by an aggregate of 175 basis points to 8.625%, effective July 19, 2015. As a result, the penalty interest, previously at 200 basis points, was reduced to 25 basis points.  Accordingly the additional interest expense per annum, based on the aggregate amount of outstanding principal as of September 30, 2015, has been reduced to $600 from $4,800.

 

At September 30, 2015 and December 31, 2014, unamortized deferred financing fees related to the 8.375% Senior Notes of $3,484 and $4,420, respectively, were recorded within Other assets and the Company was in compliance with all applicable covenants.

 

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Table of Contents

 

GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

Credit Agreement

 

In March 2013, the Company entered into an amendment to its second amended and restated credit agreement (as amended, the “Credit Agreement”) with Bank of America, N.A. and certain other lenders. The Credit Agreement provided for maximum revolving loans of up to $75,000 until December 2013, at which time $18,750 of the lender commitments were due to mature and the remaining $56,250 of lender commitments were due to mature in December 2015.

 

In December, 2013, the various lenders under the Credit Agreement executed an assignment and assumption agreement pursuant to which the extending lenders under the Credit Agreement assumed the lender commitments of the non-extending lender and the Company has consented to the assignment.  As a result, the borrowing capacity will remain at $75,000 until the Credit Agreement matures in December 2015. The Credit Agreement provides for up to $50,000 for letters of credit.

 

In February 2015, in connection with the transactions contemplated by the Tender Offer Agreement, the Company entered into a third amendment to the Credit Agreement to permit the transactions contemplated by the Tender Offer Agreement, including by amending the definition of “Change of Control” to permit BGC to acquire shares of the equity of the Company in excess of 35% without triggering a “Change of Control” under the Credit Agreement.

 

The Credit Agreement contains certain financial and other covenants. The financial covenants contained in the Company’s Credit Agreement require that we maintain minimum consolidated capital, as defined, of no less than $375,000 at any time.  The amendment to the Credit Agreement executed in July 2014 reduced the required minimum amount of consolidated capital by any goodwill or asset impairment charge in an aggregate amount not to exceed $160,000 contained in the Company’s financial statements in any of the fiscal quarters ended June 30, 2014, September 30, 2014 or December 31, 2014.  In April 2015, GFI entered into a fourth amendment to the Credit Agreement, whereby the minimum consolidated capital the Company is required to maintain was adjusted to $215,000. The Company was in compliance with all applicable covenants at September 30, 2015 and December 31, 2014.

 

Revolving loans may be either base rate loans or Eurocurrency rate loans. Eurocurrency rate loans bear interest at the annualized rate of one-month LIBOR plus the application margin and base rate loans bear interest at a rate per annum equal to a prime rate plus the applicable margin. Letter of credit fees per annum are equal to the applicable margin times the outstanding amount drawn under such letter of credit. As long as no default has occurred under the Credit Agreement, the applicable margin for base rate and Eurocurrency rate loans and letters of credit is based on a matrix that varies with a ratio of outstanding debt to EBITDA, as defined in the Credit Agreement. The weighted average interest rate of the outstanding loans under the Credit Agreement was 3.72% at September 30, 2015.

 

On September 25, 2015, the Company delivered notice to Bank of America N.A. of its intent to terminate and repay on October 2, 2015 the entire $75,000 outstanding under the Credit Agreement. The amounts due under the Credit Agreement were scheduled to mature on December 20, 2015 and are being repaid by the Company prior to the potential sale of its Trayport subsidiary.  As a result, during the third quarter of 2015, the Company accelerated the amortization of the remaining unamortized deferred financing fees related to the Credit Agreement. At December 31, 2014, unamortized deferred financing fees related to the Credit Agreement of $618 were recorded within Other assets.

 

9.     STOCKHOLDERS’ EQUITY

 

On March 30, 2015, the Company filed a Form 25 with the Securities Exchange Commission (SEC”) to voluntarily delist GFI’s common stock on the New York Stock Exchange (“NYSE”) and to terminate the registration of the common stock under the Exchange Act. The Company’s common stock was delisted on April 10, 2015. On June 1, 2015, the Company filed a Form 15 with the SEC to effect the deregistration of the common stock. The deregistration of the common stock became effective 90 days after filing the Form 15 with the SEC.

 

In April 2015, the Company’s Audit Committee authorized the Company to repurchase up to $50,000 of the Company’s common stock and 8.375% Senior Notes. During the three and nine months ended September 30, 2015 and 2014 the Company did not repurchase any shares of its common stock or 8.375% Senior Notes.

 

On April 28 2015, the Company issued 43,029,260 shares of its common stock to BGC at the closing price of $5.81 per share, for an aggregate purchase price of $250,000.  The purchase price was paid to the Company in the form of a Note due on June 19, 2018 which bears an interest rate of LIBOR plus 200 basis points. The Company accounted for the transaction in accordance with the applicable provisions of ASC 505, Equity. Accordingly, as the Company did not expect the Note to be repaid within a reasonably short period of time, the Company has not classified the BGC Note as an asset and has offset the BGC Note and the value of the New Shares in stockholders’ equity.

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

The payment of quarterly dividends was suspended by the Company’s Board during the third quarter of 2014, in conjunction with the then-pending Amended CME Merger Agreement.  Following the Company’s acquisition by BGC the payment of quarterly dividends continues to be suspended. Therefore, the Company did not pay a cash dividend during the nine months ended September 30, 2015. On each of March 28 and May 30, 2014 the Company paid a cash dividend of $0.05 per share, which, based on the number of shares outstanding on the record date for such dividends, totaled $6,188 and $6,294, respectively.

 

10.    EARNINGS (LOSS) PER SHARE

 

Basic earnings (loss) per share for common stock is calculated by dividing net  income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the sum of: (i) the weighted average number of shares outstanding, (ii) outstanding stock options and RSUs (using the “treasury stock” method when the impact of such options and RSUs would be dilutive), and (iii) any contingently issuable shares when dilutive.

 

Basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2015 and 2014 were as follows:

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Basic earnings (loss) per share

 

 

 

 

 

 

 

 

 

GFI’s net income (loss)

 

$

11,189

 

$

(7,691

)

$

(10,513

)

$

(101,484

)

Weighted average common shares outstanding

 

170,814,812

 

125,407,225

 

152,068,906

 

124,237,643

 

Basic earnings (loss) per share

 

$

0.07

 

$

(0.06

)

$

(0.07

)

(0.82

)

Diluted earnings (loss) per share

 

 

 

 

 

 

 

 

 

GFI’s net income (loss)

 

$

11,189

 

$

(7,691

)

$

(10,513

)

(101,484

)

Weighted average common shares outstanding

 

170,814,812

 

125,407,225

 

152,068,906

 

124,237,643

 

Effect of dilutive options, RSUs, and other contingently issuable shares

 

 

 

 

 

Weighted average shares outstanding and common stock equivalents

 

170,814,812

 

125,407,225

 

152,068,906

 

124,237,643

 

Diluted earnings (loss) per share

 

$

0.07

 

$

(0.06

)

$

(0.07

)

(0.82

)

 

As discussed in Note 11 in further detail, all RSUs which were outstanding immediately prior to the completion of BGC’s tender offer were converted into the right to receive cash, subject to the terms of each award’s pre-existing vesting schedule, and therefore, were not subject to the computation of basic or diluted earnings per share for the three and nine months ended September 30, 2015.

 

There were no options, RSUs or contingently issuable shares outstanding as of September 30, 2015.

 

As a result of the net loss for the three and nine months ended September 30, 2014, the following stock options, RSUs and contingently issuable shares outstanding were excluded from the computation of diluted loss per share for each respective period, as their inclusion would be anti-dilutive:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2014

 

2014

 

Stock Options

 

$

6,316

 

$

6,316

 

RSUs

 

14,552,349

 

14,552,349

 

Contingently issuable shares

 

1,171,879

 

1,171,879

 

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

11.     DEFERRED COMPENSATION

 

Restricted Stock Units

 

Prior to the completion of BGC’s tender offer (as discussed in Note 2), the Company awarded bonuses in the form of equity awards pursuant to the Amended and Restated GFI Group Inc. 2008 Equity Incentive Plan, (“2008 Equity Incentive Plan”) which permitted the grant of non-qualified stock options, incentive stock options, stock appreciation rights, shares of restricted stock, restricted stock units and performance units to employees, non-employee directors or consultants. The Company issued shares from authorized but unissued shares and authorized and issued shares reacquired and held as treasury shares, which were reserved for issuance upon the vesting of RSUs granted pursuant to the 2008 Equity Incentive Plan.  Following the acquisition by BGC, the Company filed post-effective amendments to its registration statements on Form S-8 de-registering any and all securities registered under the registration statements that remained unissued pursuant to its equity incentive and stock option plans and does not plan to issue any additional RSUs. Pursuant to the Tender Offer Agreement, each RSU of the Company outstanding immediately prior to the completion of BGC’s tender offer was converted into the right to receive an amount in cash equal to $6.10 per unit, the offer price with respect to each share underlying such award, with such cash payable on and subject to the terms and conditions of the original vesting schedule of each RSU.

 

The Company accounted for the conversion of RSUs into the right to receive cash as the modification of an equity award to a liability in accordance with the applicable provisions of ASC 718. Accordingly, the Company recorded incremental compensation cost on the previously recognized portion of any outstanding RSUs based upon the excess, if any, of the $6.10 per unit fair value of the modified award over the value of the original award immediately before its terms were modified.  The total unrecognized compensation cost associated with those RSUs which were outstanding when the modification was effective, will be recognized based on each award’s pre-existing vesting schedule based upon the $6.10 per unit fair value of the modified award, net of estimated forfeitures.

 

The following is a summary of RSU transactions under the 2008 Equity Incentive Plan:

 

 

 

RSUs

 

Weighted-
Average
Grant Date
Fair Value

 

Outstanding December 31, 2014

 

14,282,789

 

$

4.02

 

Granted

 

 

 

Vested

 

(393,554

)

3.71

 

Cancelled

 

(64,724

)

3.81

 

Converted to deferred cash awards

 

(13,824,511

)

4.03

 

Outstanding September 30, 2015

 

 

 

 

There were no RSUs granted during the three and nine months ended September 30, 2015.The weighted average grant-date fair value of RSUs granted for the nine months ended September 30, 2014 was $3.59 per unit. Total compensation expense and related income tax benefits recognized in relation to RSUs are as follows:

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015(1)

 

2014

 

Compensation expense

 

$

5,112

 

$

5,516

 

$

29,661

 

$

18,866

 

Income tax benefits

 

$

1,476

 

$

1,547

 

$

8,454

 

$

5,342

 

 


(1)         Compensation expense for the nine months ended September 30, 2015 includes $11,545 of incremental compensation costs on unvested RSUs related to the modification of the RSUs recorded during the first quarter of 2015.

 

At September 30, 2015, total unrecognized compensation cost related to the RSUs (which are to be settled in cash based on pre-existing vesting schedules) prior to the consideration of expected forfeitures was approximately $26,591 and is expected to be recognized over a weighted-average period of 1.11 years. The total fair value of RSUs vested during the nine months ended September 30, 2015 and 2014 was $1,459 and $25,793, respectively.

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

Deferred Cash Compensation

 

Separate from the modification of RSUs discussed above under “Restricted Stock Units”, the Company’s Deferred Cash Award Program, which was adopted on February 12, 2013, provides for the grant of deferred cash incentive compensation to eligible employees.

 

The Company may pay certain bonuses in the form of deferred cash compensation awards, which generally vest over a future service period. Total compensation expense recognized in relation to deferred cash compensation awards, not including the expense related to RSUs converted to deferred cash awards as described above, is as follows:

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Compensation expense

 

$

1,143

 

$

55

 

$

3,029

 

$

69

 

 

At September 30, 2015, total unrecognized compensation cost related to deferred cash compensation prior to the consideration of expected forfeitures, not including the unrecognized portion of the RSUs converted to deferred cash awards as described above, was approximately $10,387 and is expected to be recognized over a weighted-average period of 2.36 years.

 

12.     COMMITMENTS AND CONTINGENCIES

 

Purchase Obligations—The Company has various unconditional purchase obligations. These obligations are for the purchase of market data from a number of information service providers during the normal course of business. As of September 30, 2015, the Company had total purchase commitments for market data of approximately $15,514, with $11,963 due within the next twelve months and $3,551 due between one to three years. Additionally, the Company had $3,840 of other purchase commitments including $2,975 for hosting and software license agreements, and $865 primarily related to network upgrades. Of these other purchase commitments, approximately $2,555 is due within the next twelve months.

 

Contingencies—In the normal course of business, the Company and certain of its subsidiaries included in the Condensed Consolidated Financial Statements are, and have been in the past, involved in various lawsuits and legal proceedings and are, and have been in the past, involved in certain regulatory examinations. The Company’s unresolved legal proceedings and regulatory examinations are at varying stages of adjudication, arbitration or investigation and involve a variety of claims. In view of the inherent difficulty of predicting the outcome of such litigation and regulatory matters, particularly where the claimants seek very large or indeterminate damages or where the matters present novel legal theories, the Company generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines or penalties, if any, relating to each matter may be.

 

The Company is subject to the possibility of losses from these various contingencies. Considerable judgment is necessary to estimate the probability and amount of any loss from such contingencies. In accordance with applicable accounting guidelines, an accrual is made when it is probable that a liability has been incurred or an asset has been impaired and the amount of loss can be reasonably estimated.  Where a loss contingency is not both probable and estimable, the Company does not establish an accrued liability.

 

The Company is subject to regular examinations by various tax authorities in jurisdictions in which the Company has significant business operations. The Company regularly assesses the likelihood of additional tax assessments that may result from these examinations in each of the tax jurisdictions. A tax accrual has been established, which the Company believes to be adequate in relation to the potential for additional tax assessments. Once established, the accrual may be adjusted based on new information or events. The imposition of additional tax assessments, penalties or fines by a tax authority could have a material impact on the Company’s effective tax rate.

 

Additionally, the Company has recorded reserves for certain contingencies to which it may have exposure, such as contingencies related to the employer portion of National Insurance Contributions in the U.K.

 

Overview of Putative Class Actions

 

Following the announcement of the CME Merger, nine putative class action complaints challenging the CME Merger were filed on behalf of purported stockholders of GFI (one of which also purported to be brought derivatively on behalf of GFI), two in the Supreme Court of the State of New York, County of New York, six in the Court of Chancery of the State of Delaware, and one in the United States District Court for the Southern District of New York.

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

The complaints were captioned Coyne v. GFI Group Inc., et al., Index No. 652704/2014 (N.Y. Sup. Ct., filed September 4, 2014), Suprina v. GFI Group, Inc., et al., Index No. 652668/2014 (N.Y. Sup. Ct., filed August 29, 2014), Brown v. GFI Group Inc., et al., Civil Action No. 10082-VCL (Del. Ch., filed September 3, 2014), Hughes v. CME Group, Inc., et al., Civil Action No. 10103-VCL (Del. Ch., filed September 8, 2014), Al Ammary v. Gooch, et al., Civil Action No. 10125-VCL (Del. Ch., filed September 11, 2014), Giardalas v. GFI Group, Inc., Civil Action No. 10132-VCL (Del. Ch., filed September 15, 2014), City of Lakeland Employees’ Pension Plan v. Gooch, et al., Civil Action No. 10136-VCL (Del. Ch., filed September 16, 2014), Michocki v. Gooch., et al., Civil Action No. 10166-VCL (Del. Ch., filed September 25, 2014) and Szarek v. GFI Group Inc., et al., Case No. 14-CV-8228 (S.D.N.Y., filed October 14, 2014). On September 26, 2014, the Court of Chancery granted voluntary dismissal of the Giardalas action.

 

On October 6, 2014, a consolidation order was entered by Vice Chancellor Laster, consolidating the Delaware cases into a case captioned In re GFI Group Inc. Stockholder Litigation (the “Consolidated Delaware Action”). The consolidation order designated the complaint filed in City of Lakeland Employees’ Pension Plan v. Gooch, et al., Civil Action No. 10136-VCL (Del. Ch.) as the operative complaint in the Consolidated Delaware Action.

 

The complaints in both jurisdictions named as Defendants various combinations of the Company, GFI Holdco Ltd. (“IDB Buyer”), the members of the Company’s board of directors, GFI managing director Nick Brown, CME, Commodore Acquisition Corp., Commodore Acquisition LLC, Cheetah Acquisition Corp., Cheetah Acquisition LLC, JPI and New JPI Inc. (“New JPI”). The complaints generally alleged, among other things, that the members of the Company’s board of directors breached their fiduciary duties to the Company’s stockholders during merger negotiations by entering into the CME Merger Agreement and approving the CME Merger, and that the Company, CME, Commodore Acquisition Corp., Commodore Acquisition LLC, IDB Buyer, Cheetah Acquisition Corp., Cheetah Acquisition LLC, JPI, and New JPI aided and abetted such breaches of fiduciary duties.  The complaints further alleged, among other things, (i) that the merger consideration provided for in the CME Merger Agreement undervalued the Company, (ii) that the sales process leading up to the CME Merger was flawed due to the members of the Company’s board of directors’ and Jefferies’ conflicts of interest, and (iii) that certain provisions of the CME Merger Agreement inappropriately favored CME and precluded or impeded third parties from submitting potentially superior proposals.

 

The complaints sought, among other relief: (i) certification of the class, (ii) injunctive relief enjoining the CME Merger, (iii) a declaration that the members of the Company’s board of directors breached their fiduciary duties and that certain provisions of the CME Merger Agreement are unlawful, (iv) a directive to the members of the Company’s board of directors to execute their fiduciary duties to obtain a transaction in the best interest of the Company’s stockholders, (v) rescission of the CME Merger to the extent already implemented, (vi) granting of rescissory damages and an accounting of all of the damages suffered as a result of the alleged wrongdoing, (vii) and reimbursement of fees and costs. The Coyne and Suprina Plaintiffs in New York also demanded a jury trial.

 

In addition to the above cases, two later filed putative class actions, Gross v. GFI Group, Inc., et al., Case No. 14-CV-9438 (S.D.N.Y., filed November 26, 2014), alleging violations of the federal securities laws, and Quaker Investment Trust v. GFI Group, Inc., et al., Civil Action No. 11427-VCL (Del. Ch., filed August 25, 2015), asserting breach of fiduciary duty and aiding and abetting breach of fiduciary duty claims in connection with BGC’s tender offer for shares of GFI and the proposed Back-End Mergers (defined below) between BGC and GFI, are discussed below.

 

Coyne and Suprina Actions

 

Certain Defendants moved to dismiss or, in the alternative, stay the Coyne and Suprina actions in favor of the Consolidated Delaware Action. A hearing was held on December 15, 2014 on (i) the Defendants’ motions to dismiss or stay the Coyne and Suprina actions; (ii) the Plaintiffs’ motion by order to show cause for consolidation and appointment of a leadership structure; and (iii) Plaintiff Suprina’s motion by order to show cause to compel and expedite discovery. In an order filed on January 30, 2015, the Court ordered the Suprina and Coyne cases consolidated. In another order filed that same day, the Court denied Plaintiff Suprina’s motion to compel and expedite discovery.  On March 26, 2015, the Court issued a decision and order granting the Defendants’ motions to dismiss the Coyne and Suprina actions on forum non conveniens grounds and in favor of the Consolidated Delaware Action.  The decision and order were entered in the office of the Clerk of the County of New York on March 27, 2015.  The Court’s judgment dismissing the Coyne and Suprina complaints was entered in the office of the Clerk of the County of New York on April 29, 2015.

 

Consolidated Delaware Action

 

Following expedited discovery in the Consolidated Delaware Action, on December 29, 2014, Plaintiffs filed a Motion for a Preliminary Injunction seeking to enjoin enforcement of Article V of the Support Agreement and preliminarily enjoin the stockholder vote on the CME Merger until (i) certain additional disclosures were made and (ii) the Company’s stockholders were provided the opportunity to vote on the CME Merger, the JPI Merger and the IDB Transaction.

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

On February 20, 2015, Plaintiffs informed the Court that an expedited merits hearing was not necessary.

 

By agreement of the parties, Plaintiffs filed an amended complaint on July 13, 2015.  The amended complaint asserts causes of action against Messrs. Gooch and Heffron, Ms. Cassoni, and CME, but not Messrs. Brown, Fanzilli, and Magee, the Company, IDB Buyer, Commodore Acquisition Corp., Commodore Acquisition LLC, Cheetah Acquisition Corp., Cheetah Acquisition LLC, JPI, or New JPI.  Plaintiffs allege Messrs. Gooch and Heffron breached their fiduciary duties to stockholders by, among other things, (i) placing their interests ahead of stockholders’ interests, (ii) rejecting BGC’s offer to acquire the Company for $6.20 per share, (iii) entering into certain employment and non-competition agreements with BGC, (iv) delaying Board meetings to discuss recommendations made by the Special Committee concerning BGC’s offer, (v) disparaging BGC, and (vi) issuing false and misleading statements to stockholders.  Plaintiffs allege Ms. Cassoni favored the interests of Messrs. Gooch and Heffron over stockholders’ interests and that CME aided and abetted the individual Defendants’ breaches of fiduciary duty.

 

Preliminary Settlement of Consolidated Delaware Action

 

On August 24, 2015, GFI, Michael Gooch and Colin Heffron, directors of GFI and former executive officers of GFI; JPI; CME and certain of its affiliates; the former members of the GFI Special Committee; BGC; and certain other former officers and affiliates of GFI entered into a MOU with regard to a preliminary settlement of the Consolidated Delaware Action (the “Settlement”).  Neither GFI nor BGC will contribute any funds to the Settlement, which will be paid from a combination of insurance proceeds and payments by JPI and Messrs. Gooch and Heffron.  The Settlement provides for a settlement fund of $10,750 for the class of GFI stockholders in the Consolidated Delaware Action. The Settlement also provides for payment of attorneys’ fees and costs to plaintiffs’ counsel in an amount to be established by negotiation, mediation or a fee application to the Court.  The final Settlement will also require approval of the Court, with funds to be paid to the settlement fund after such date.  The Settlement, once approved, will resolve fully and finally all of the claims asserted or that could have been asserted in the Consolidated Delaware Action, including those relating to the actions of the former GFI officers, former GFI Board of Directors and former GFI Special Committee in connection with the BGC tender offer and acquisition of GFI, as described more fully in the Settlement.  Any claims excluded from the Settlement are indemnified by Messrs. Gooch and Heffron to the extent not covered by insurance.  Defendants believe that the release in the proposed settlement of the Consolidated Delaware Action, if approved in the form presented to the Court, would release the claims asserted in the Quaker action which is discussed below.  The claims asserted in Quaker are indemnified by Messrs. Gooch and Heffron.  The hearing for Court approval of the Settlement is scheduled for November 24, 2015.

 

In connection with the Settlement, also on August 24, 2015, Messrs. Gooch and Heffron, JPI, BGC and GFI entered into a separate agreement providing for certain matters relating to the merger of BGC and GFI and allocating certain responsibilities and advancing certain payments (the “Settlement Letter”).  In addition, CME has agreed to terminate the restriction prohibiting Messrs. Gooch and Heffron, JPI and certain other stockholders and affiliates of GFI from supporting the Back-End Mergers (as defined in Note 2) or similar transactions until January 30, 2016 (the “Waiver”), which was set forth in the Support Agreement, dated as of July 30, 2014, by and among the CME, JPI and affiliated entities, Messrs. Gooch and Heffron and another former GFI officer.

 

Accordingly, the parties to the Settlement Letter agreed that by December 21, 2015, BGC, GFI, JPI and certain affiliates shall enter into the the Back-End Mergers as required in the Tender Offer Agreement. The Company and BGC expect the Back-End Mergers to be completed no later than January 29, 2016. In consideration of the Waiver and JPI’s agreement to complete the Back-End Mergers in early 2016, BGC agreed to advance to JPI $10,750 of the previously agreed upon and disclosed merger consideration to which JPI is entitled in the Back-End Merger, which JPI has contributed to the settlement fund.

 

The Settlement Letter also includes the following agreements that require Mr. Gooch and/or Mr. Heffron to provide indemnification, to the extent not otherwise covered by insurance, to GFI and BGC as follows: (i) by Mr. Gooch with respect to liabilities and expenses in connection with the Gross case;  (ii) by Messrs. Gooch and Heffron with respect to liabilities and expenses  in the Consolidated Delaware Action; (iii) by Messrs. Gooch and Heffron with respect to liabilities and expenses arising from any claims that could have been asserted in the Consolidated Delaware Action by GFI stockholders who opt out of or are not bound by the Settlement; (iv) by Messrs. Gooch and Heffron with respect to liabilities and expenses arising from claims related to (A) alleged breaches  of fiduciary duty by the GFI board of directors prior to February 27, 2015, (B) alleged breaches of fiduciary duty by the JPI board of directors, Mr. Gooch or Mr. Heffron with respect to the Settlement Letter, (C) the transactions contemplated by the CME Merger Agreement, the Tender Offer Agreement, and the Settlement Letter, and any related disclosures, or (D) any alleged tort, breach of contract, breach of fiduciary duty or other wrongdoing by GFI, JPI, or their respective officers and directors with respect to the course of dealing between GFI and BGC between July 29, 2014 and February 27, 2015; (v) by Messrs. Gooch and Heffron relating to amounts incurred in connection with an insurance buyout agreement; and (vi) by Messrs. Gooch and Heffron for any breach of the covenants or representation and warranties of the Settlement Letter by JPI, Messrs. Gooch or Heffron and for any enforcement of the Settlement Letter.

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

In addition, the Settlement Letter also provides for payment of the plaintiffs’ counsel’s attorneys’ fees and costs in the Consolidated Delaware Action first from insurance proceeds, with any excess to be paid by Messrs. Gooch and Heffron.

 

The JPI advance of the merger consideration will be deducted from the merger consideration payable to it upon completion of the Back-End Mergers. If insurance proceeds are insufficient, amounts advanced to Messrs. Gooch and Heffron, if any, would be deducted from any payment to which they may be entitled under the non-competition and distributable earnings bonus award agreements with BGC (the “DE Agreements”), which they entered into in connection with the tender offer, so long as they are eligible for payments under their respective DE Agreements.

 

On October 6, 2015, BGC Partners, L.P. advanced the $10,750 to JPI (the “JPI Note”). The JPI Note bears interest at the rate of 5.375% per annum and is secured by 2 million shares of GFI common stock owned by JPI. The JPI Note is due on the earlier of (a) the date of the Back-End Merger, (b)(i) if no definitive agreement to effect the Back-End Merger has been executed, January 29, 2016 or (ii) if a Back-End Merger agreement has been executed, upon any termination of such agreement, and (c) May 15, 2016. The JPI Note is also required to be repaid within 5 days of a breach by either of Messrs. Gooch or Heffron of their respective DE Agreements.

 

Quaker Action

 

On August 25, 2015, Quaker Investment Trust, a purported stockholder of GFI, filed the putative class action complaint in the Quaker case in Court of Chancery of the State of Delaware. The complaint names as defendants GFI, certain current and former members of the GFI board of directors, and BGC.  The complaint asserts causes of action for breach of fiduciary duty against BGC and the individual Defendants, and for aiding and abetting breach of fiduciary duty against GFI, in connection with, among other things, actions taken by GFI’s board of directors in connection with BGC’s tender offer for shares of GFI and the proposed Back-End Mergers between BGC and GFI.  The complaint alleges that the terms of the Back-End Mergers favor BGC at the expense of GFI’s minority stockholders and that Gooch and Heffron will unfairly receive consideration different from the minority stockholders.  The complaint seeks, among other things, injunctive relief, including an injunction against the Back-End Mergers, and damages.  On September 9, 2015, Plaintiff filed an amended complaint.  On September 25, 2015, Defendants moved to dismiss or stay the action.  Defendants believe that the release in the proposed settlement of the Consolidated Delaware Action, if approved in the form presented to the Court, would release the claims asserted in the Quaker action.  The claims asserted in Quaker are indemnified by Messrs. Gooch and Heffron.  Defendants further believe that he claims against them are without merit and intend to defend the litigation vigorously.

 

Szarek Action

 

In the Szarek action, pending in the United States District Court for the Southern District of New York (“NY Court”), the NY Court scheduled an initial pretrial conference for December 16, 2014, which the NY Court adjourned upon application of the parties until March 12, 2015 and adjourned again upon application of Plaintiff until May 21, 2015.  On May 13, 2015, Plaintiff voluntarily dismissed his action without prejudice.

 

Gross Action

 

In addition to the foregoing litigation, on November 26, 2014, the Gross putative class action complaint alleging violations of the federal securities laws was filed in the NY Court. The complaint named GFI, Colin Heffron, Michael Gooch and Nick Brown as Defendants.  The complaint sought, among other relief: (i) certification of the class, (ii) compensatory damages for Defendants’ purported wrongdoing and (iii) reimbursement of costs and expenses. On February 20, 2015, the NY Court granted Plaintiff’s unopposed motion for appointment as lead plaintiff and approved his selection of co-lead counsel on behalf of the putative class.

 

On May 15, 2015, Plaintiff filed an amended complaint having previously obtained the NY Court’s permission to do so.  The amended complaint named GFI and Messrs. Gooch and Heffron—but not Mr. Brown—as Defendants.  Plaintiff filed his second amended complaint on July 8, 2015.  Like Plaintiff’s first amended complaint, the second amended complaint alleges certain violations of the federal securities laws against GFI and Messrs. Gooch and Heffron. On September 9, 2015, Defendants moved to dismiss the second amended complaint.  The NY Court has scheduled argument for December 4, 2015. Defendants believe that the claims asserted against them are without merit and intend to defend the litigation vigorously.

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

Additional Disclosures Relating to Litigation

 

Based on currently available information, the outcome of the Company’s outstanding legal proceedings are not expected to have a material adverse impact on the Company’s financial position. However, the outcome of any such matters may be material to the Company’s results of operations or cash flows in a given period. It is not presently possible to determine the Company’s ultimate exposure to these matters and there is no assurance that the resolution of the Company’s outstanding matters will not significantly exceed any reserves accrued by the Company.

 

For a limited number of legal matters for which, a loss (whether in excess of a related accrued liability or where there is no accrued liability) is not probable but is reasonably possible in future periods, the Company is sometimes able to estimate a range of possible loss.  In determining whether it is able to estimate a range of possible loss, the Company reviews and evaluates its material litigation and regulatory and other matters on an ongoing basis.  In cases in which the Company is able to estimate a range of possible loss, the aggregate total of such estimated possible losses is disclosed below.  There may be other matters for which a loss is probable or reasonably possible but for which a range of possible loss may not be estimable.  For those matters for which a range of possible loss is estimable, management currently estimates the aggregate range of possible loss as $0 to approximately $10,000 in excess of the accrued liability (if any) related to those matters.  The estimated range of possible loss is based upon currently available information and is subject to significant judgment and a variety of assumptions and uncertainties.  The matters underlying the estimated range will vary from time to time, and actual results may vary significantly from the current estimate.  Management is generally unable to estimate a range of reasonably possible loss for matters other than those included in the estimate above, including where (i) actual or potential plaintiffs have not claimed an amount of monetary damages (unless management can otherwise determine an amount), (ii) the matters are in early stages, (iii) there is uncertainty as to the outcome of pending appeals or motions, (iv) there are significant factual issues to be resolved, (v) there are novel legal issues presented, among other reasons.  Those matters for which an estimate is not possible are excluded from the estimated range above, therefore, the estimated range above does not represent the Company’s maximum loss exposure.

 

Risks and Uncertainties— The Company primarily generates its revenues by executing and facilitating transactions for counterparties. Revenues for these services are transaction based. As a result, the Company’s revenues will likely vary based upon the trading volumes of the various securities, commodities, foreign exchange and other cash and derivative markets in which the Company provides its services.

 

Guarantees— The Company, through its subsidiaries, is a member of certain exchanges and clearing houses. Under the membership agreements, members are generally required to guarantee certain obligations. To mitigate the performance risks of its members, the exchanges and clearing houses may, from time to time, require members to post collateral, as well as meet certain minimum financial standards. The Company’s maximum potential liability under these arrangements cannot be quantified. However, management believes that the potential for the Company to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Statements of Financial Condition for these arrangements.

 

13.     MARKET AND CREDIT RISKS

 

Disclosure regarding the Company’s financial instruments with market and credit risks are described in “Note 16—Market and Credit Risks” of the Notes to the Consolidated Financial Statements contained in the Company’s 2014 Form 10-K.  There have been no material changes to these risks during the nine months ended September 30, 2015.

 

14.     FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Certain of the Company’s financial assets and liabilities are carried at fair value, and are measured at fair value on a recurring basis. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). Financial instruments owned and Financial instruments sold, not yet purchased are recorded at fair value, and included in Other assets and Other liabilities, respectively. Contingent consideration, if any, is also recorded at fair value, and included in Other liabilities. The Company’s investments that are accounted for under the cost and equity methods are investments in companies that are not publicly traded and for which no established market for their securities exists. The fair value of these investments is only estimated if there are identified events or changes in circumstances that may have a significant adverse effect on the carrying value of the investment.

 

The Company’s financial assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with ASC 820-10. In accordance with ASC 820-10, the Company has categorized its financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

Level 1—Financial assets and liabilities whose values are based on unadjusted quoted prices for identifiable assets or liabilities in an active market that the company has the ability to access at the measurement date (examples include active exchange-traded equity securities, listed derivatives, and most U.S. Government and agency securities).

 

Level 2—Financial assets and liabilities whose values are based on quoted prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets. Level 2 inputs include the following:

 

·                  Quoted prices for identifiable or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds which trade infrequently); and

 

·                  Inputs other than quoted prices that are observable for substantially the full term of the asset or liability (examples include interest rate and currency swaps).

 

Level 3—Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.

 

Valuation Techniques

 

A description of the valuation techniques applied to the Company’s major categories of assets and liabilities measured at fair value on a recurring basis are as follows:

 

U.S. Treasury Securities - U.S. Treasury securities are valued using quoted market prices. Valuation adjustments are not applied.

 

Accordingly, U.S. Treasury securities are generally categorized in Level 1 of the fair value hierarchy.

 

Equity Securities - Equity securities include mostly exchange-traded securities and are valued based on quoted market prices. Accordingly, exchange-traded equity securities are generally categorized in Level 1 of the fair value hierarchy.  Non-exchange traded equity securities are measured primarily using broker quotations, pricing service data from external providers and prices observed for recently executed market transactions. Non-exchange traded equity securities are generally categorized within Level 2 of the fair value hierarchy.

 

Corporate Bonds — Corporate bonds are measured primarily using broker quotations, pricing service data from external providers and prices observed for recently executed market transactions. Corporate bonds are generally categorized in Level 2 of the fair value hierarchy.

 

Foreign government bonds — Foreign government bonds are mostly valued using quoted market prices. Accordingly, foreign government bonds are generally categorized in Level 1 or Level 2 of the fair value hierarchy.

 

Derivative Contracts — Derivative contracts include instruments such as foreign exchange, commodity, fixed income and equity derivative contracts.

 

Listed Derivative Contracts - Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized in Level 1 of the fair value hierarchy.

 

OTC Derivative Contracts — Over-the-counter (“OTC”) derivative contracts include forwards, swaps, and options contracts related to foreign currencies. Depending on the product and the terms of the transaction, the fair value of OTC derivative products can be either observed or modeled using a series of techniques and model inputs from comparable benchmarks, including closed-form analytic formulas, such as the Black-Scholes option-pricing model, and simulation models or a combination thereof.  Many pricing models do not entail material subjectivity because the methodologies employed do not necessitate significant judgment, and the pricing inputs are observed from actively quoted markets. In the case of more established derivative products, the pricing models used by the Company are widely accepted by the financial services industry. OTC derivative products valued by the Company using pricing models generally fall into this category and are categorized in Level 2 of the fair value hierarchy.

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

Equity warrants -  Non-exchange traded equity warrants are classified within Level 3 of the fair value hierarchy and are measured using the Black-Scholes model with key inputs impacting the valuation including the underlying security price, implied volatility, dividend yield, interest rate curve, strike price and maturity date.

 

Contingent Consideration — The category consists primarily of contingent consideration related to one of the Company’s acquisitions.

 

On November 14, 2013, the Company completed the acquisition of Contigo Limited, a provider of trading, portfolio risk management and logistics software for the energy industry. This contingent liability, which was settled in cash during March 2015, had been remeasured at fair value principally based on the acquired business’ future financial performance, including revenues and operating margins, from May 1, 2014 through the settlement date.

 

The inputs used in estimating the fair value of these contingent considerations were both unobservable and significant to the overall fair value measurement of this liability, therefore the liability was categorized in Level 3 of the fair value hierarchy.

 

In the three and nine months ended September 30, 2015 and 2014, the Company did not have any material transfers among Level 1, Level 2, and Level 3.

 

Financial Assets and Liabilities measured at fair value on a recurring basis as of September 30, 2015 are as follows:

 

 

 

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

 

Significant Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Balance at
September
30,
2015

 

Assets

 

 

 

 

 

 

 

 

 

Other assets: Financial instruments owned:

 

 

 

 

 

 

 

 

 

Equity securities

 

$

1,920

 

$

77

 

$

 

$

1,997

 

Derivative contracts:

 

 

 

 

 

 

 

 

 

Foreign exchange derivative contracts

 

$

22

 

$

1,286

 

$

 

$

1,308

 

Commodities derivative contracts

 

20

 

 

 

20

 

Netting (1)

 

(20

)

 

 

(20

)

Total derivative contracts

 

$

22

 

$

1,286

 

$

 

$

1,308

 

Total financial instruments owned

 

$

1,942

 

$

1,363

 

$

 

$

3,305

 

Total

 

$

1,942

 

$

1,363

 

$

 

$

3,305

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Other liabilities: Financial instruments sold, not yet purchased:

 

 

 

 

 

 

 

 

 

Derivative contracts:

 

 

 

 

 

 

 

 

 

Foreign exchange derivative contracts

 

$

 

$

695

 

$

 

$

695

 

Commodities derivative contracts

 

441

 

 

 

441

 

Netting (1)

 

(20

)

$

 

$

 

$

(20

)

Total derivative contracts

 

$

421

 

$

695

 

$

 

$

1,116

 

Total financial instruments sold, not yet purchased

 

$

421

 

$

695

 

$

 

$

1,116

 

Total

 

$

421

 

$

695

 

$

 

$

1,116

 

 


(1)           Represents the impact of netting on a net-by-counterparty basis.

 

Excluded from the table above is variation margin on long derivative contracts related to exchange traded futures in the amount of $479 included within Payables to brokers, dealers and clearing organizations.

 

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GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

Financial Assets and Liabilities measured at fair value on a recurring basis as of December 31, 2014 are as follows:

 

 

 

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

 

Significant Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Balance at
December 31,
2014

 

Assets

 

 

 

 

 

 

 

 

 

Other assets: Financial instruments owned:

 

 

 

 

 

 

 

 

 

Equity securities

 

$

 

$

232

 

$

 

$

232

 

Derivative contracts:

 

 

 

 

 

 

 

 

 

Foreign exchange derivative contracts

 

$

592

 

$

2,181

 

$

 

$

2,773

 

Commodities derivative contracts

 

1,198

 

 

 

1,198

 

Netting (1)

 

(338

)

 

 

(338

)

Total derivative contracts

 

$

1,452

 

$

2,181

 

$

 

$

3,633

 

Total financial instruments owned

 

$

1,452

 

$

2,413

 

$

 

$

3,865

 

Total

 

$

1,452

 

$

2,413

 

$

 

$

3,865

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Other liabilities: Financial instruments sold, not yet purchased:

 

 

 

 

 

 

 

 

 

Derivative contracts:

 

 

 

 

 

 

 

 

 

Foreign exchange derivative contracts

 

$

 

$

1,387

 

$

 

$

1,387

 

Commodities derivative contracts

 

$

338

 

$

 

$

 

$

338

 

Netting (1)

 

(338

)

 

 

(338

)

Total derivative contracts

 

$

 

1,387

 

 

1,387

 

Total financial instruments sold, not yet purchased

 

$

 

$

1,387

 

$

 

$

1,387

 

Other liabilities: Contingent consideration

 

$

 

$

 

$

348

 

$

348

 

Total

 

$

 

$

1,387

 

$

348

 

$

1,735

 

 


(1)           Represents the impact of netting on a net-by-counterparty basis.

 

Excluded from the table above is variation margin on long derivative contracts related to exchange traded futures in the amount of $256 included within Payables to brokers, dealers and clearing organizations.

 

31



Table of Contents

 

GFI GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(In thousands except share and per share amounts)

 

The Company did not have any Level 3 Financial Assets and Liabilities measured at fair value on a recurring basis during the three months ended September 30, 2015.

 

Changes in Level 3 Financial Assets and Liabilities measured at fair value on a recurring basis for the three months ended September 30, 2014 are as follows:

 

 

 

Opening
Balance

 

Total realized
and unrealized
gains (losses)
included in
Net loss (1)

 

Unrealized gains
(losses)
included
in Other
comprehensive
income

 

Purchases

 

Issues

 

Sales

 

Settlements

 

Closing
Balance at
September 30,
2014

 

Unrealized
gains
(losses) for Level
3 Assets /
Liabilities
Outstanding at
September 30,
2014

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration:

 

$

1,519

 

$

150

 

$

76

 

$

 

$

 

$

 

$

 

$

1,293

 

$

150

 

 


(1)                                      Realized and unrealized gains (losses) are reported in Other income, net in the Condensed Consolidated Statements of Operations.

 

Changes in Level 3 Financial Assets and Liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2015 are as follows:

 

 

 

Opening
Balance