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8-K/A - FORM 8-K AMENDMENT NO. 1 - GAIN Capital Holdings, Inc.d441187d8ka.htm
EX-99.1 - AUDITED FINANCIAL STATEMENTS OF PARAGON FUTURES GROUP, INC AND SUBSIDIARY - GAIN Capital Holdings, Inc.d441187dex991.htm
EX-99.3 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - GAIN Capital Holdings, Inc.d441187dex993.htm
EX-23.1 - CONSENT OF DELOITTE & TOUCHE LLP - GAIN Capital Holdings, Inc.d441187dex231.htm

Exhibit 99.2

Paragon Futures Group, Inc. and Subsidiary

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012 and 2011

INDEX

 

     Page  

Condensed Consolidated Statements of Financial Conditions as of June 30, 2012 and December 31, 2011

     2   

Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2012 and 2011

     3   

Condensed Consolidated Statement of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2012

     4   

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011

     5   

Condensed Consolidated Notes to Financial Statements

     6-10   

 

1


PARAGON FUTURES GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITIONS

(Unaudited)

 

     As of June 30,
2012
     As of December 31,
2011
 

Assets

     

Cash

   $ 597,913       $ 570,097   

Cash segregated and on deposit for regulatory purposes

     99,303,824         91,492,048   

Receivables from brokers

     728,096         765,138   

Income tax receivable

     1,339,007         1,199,529   

Fixed assets - net

     420,896         433,933   

Goodwill

     7,734,840         7,734,840   

Intangible assets - net

     262,000         393,000   

Due from affiliate

     —           529,379   

Other assets

     804,593         588,282   
  

 

 

    

 

 

 

Total assets

   $ 111,191,169       $ 103,706,246   
  

 

 

    

 

 

 

Liabilities and Stockholders’ Equity

     

Payables to brokerage clients

   $ 95,598,901       $ 87,787,562   

Payables to affiliate

     1,460,558         490,325   

Accrued compensation and benefits

     132,618         176,673   

Deferred taxes payable

     —           —     

Accrued expenses and other liabilities

     1,057,712         1,858,624   
  

 

 

    

 

 

 

Total liabilities

   $ 98,249,789       $ 90,313,184   
  

 

 

    

 

 

 

Common stock

   $ —         $ —     

Additional paid-in capital

     9,997,002         9,997,002   

Retained earnings

     2,944,378         3,396,060   
  

 

 

    

 

 

 

Total Stockholders’ Equity

   $ 12,941,380       $ 13,393,062   
  

 

 

    

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 111,191,169       $ 103,706,246   
  

 

 

    

 

 

 

See notes to condensed consolidated financial statements.

 

2


PARAGON FUTURES GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

     For the six months ended June 30,  
     2012     2011  

Net Revenues

    

Trading revenue

   $ 5,574,009      $ 6,298,463   

Interest revenue and fees

     18,632        24,769   

Interest expense

     (7,713     (7,531
  

 

 

   

 

 

 

Net interest revenue and fees

     10,919        17,238   

Other

     376,229        487,120   
  

 

 

   

 

 

 

Total net revenues

   $ 5,961,157      $ 6,802,821   
  

 

 

   

 

 

 

Expenses

    

Compensation and benefits

     963,811        941,955   

Brokerage, clearing, and other related expenses

     4,293,579        4,561,028   

Professional services

     455,360        49,722   

Technology and telecommunication

     239,707        325,977   

Depreciation and amortization

     282,233        377,051   

Advertising and market development

     177,516        100,001   

Support services charged by affiliate

     101,724        101,724   

Other

     173,076        147,837   
  

 

 

   

 

 

 

Total expenses

   $ 6,687,006      $ 6,605,295   
  

 

 

   

 

 

 

(Loss) / income before income tax

     (725,849     197,526   
  

 

 

   

 

 

 

Income tax (benefit) / expense

     (274,167     72,690   
  

 

 

   

 

 

 

Net (loss) / income

   $ (451,682   $ 124,836   
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

3


PARAGON FUTURES GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEAR SIX MONTHS ENDED JUNE 30, 2012

(Unaudited)

 

     Common Stock      Additional
Paid in
Capital
     Retained
Earnings
    Total  
     Shares      Amount          

Balance at January 1, 2012

     1,500       $ —         $ 9,997,002       $ 3,396,060      $ 13,393,062   

Net loss

     —           —           —           (451,682     (451,682
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Balance at June 30, 2012

     1,500       $ —         $ 9,997,002       $ 2,944,378      $ 12,941,380   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

4


PARAGON FUTURES GROUP, INC. AND SUBSIDIARY AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     For the six month period ended June 30,  
     2012     2011  

Cash flows from operating activities

    

Net loss

   $ (451,682   $ 124,836   

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Depreciation and amortization

     282,233        377,051   

Net change in:

    

Cash segregated and on deposit for regulatory purposes

     (7,811,776     (2,101,032

Receivables from brokers

     37,042        (380,287

Due from affiliate

     529,379        537,364   

Other assets

     (216,312     (77,268

Payables to brokerage clients

     7,811,339        1,329,634   

Accrued expenses and other liabilities

     (800,911     453,890   

Payables to affiliate

     970,233        (245,071

Compensation and benefits payable

     (44,055     50,000   

Income taxes payable

     (139,478     72,690   
  

 

 

   

 

 

 

Net cash provided by operating activities

     166,012        141,807   
  

 

 

   

 

 

 

Cash flows from investing activities

    

Purchases and development of computer software

     (138,196     (153,595
  

 

 

   

 

 

 

Cash used in investing activities

     (138,196     (153,595
  

 

 

   

 

 

 

Increase (decrease) in cash

     27,816        (11,788

Cash at beginning of year

     570,097        538,355   
  

 

 

   

 

 

 

Cash at end of Period

   $ 597,913      $ 526,567   
  

 

 

   

 

 

 

Supplemental cash flow information

    

Goodwill allocated and contributed by Parent

   $ —        $ 2,149,998   
  

 

 

   

 

 

 

Interest paid

   $ 7,713      $ 7,531   
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

5


PARAGON FUTURES GROUP, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2012

(Unaudited)

 

1. Basis of Presentation

The consolidated financial statements of Paragon Futures Group, Inc. and its subsidiary Open E Cry, LLC (together the “Company”) are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), including certain accounting guidance used by the brokerage industry.

 

2. Organization and Nature of Business

Paragon Futures Group, Inc. owns all outstanding membership units in Open E Cry, LLC (OEC). OEC is a single member limited liability company and is registered as a futures commission merchant (FCM) with the Commodity Futures Commission (CFTC) and is a member of the National Futures Association (NFA). The Company is focused on providing internet-based futures brokerage services to retail and institutional clients. The Company clears all of its futures accounts transactions as a non-clearing FCM through an omnibus account arrangement with several clearing FCMs. The Company is a wholly-owned subsidiary of optionsXpress Holdings, Inc. (the “Parent”), which is a wholly-owned subsidiary of The Charles Schwab Corporation (CSC).

On September 1, 2011, CSC completed its acquisition of all of the outstanding common shares of the Parent. The parent continues as a wholly-owned subsidiary of CSC. As a result of the acquisition, all of the direct and indirect subsidiaries of the Parent, including the Company, have become indirect subsidiaries of CSC.

 

3. Summary of Significant Accounting Policies

The unaudited condensed consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission, or SEC, for interim financial statements, and, in accordance with SEC rules, omit or condense certain information and footnote disclosures. Results for the interim periods are not necessarily indicative of results to be expected for any other interim period or for the full year. These financial statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2011 filed herewith as Exhibit 99.1. There have been no changes in the significant accounting policies from those included in the 2011 audited financial statements. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, after the elimination of inter-company transactions and balances.

 

4. New Accounting Standards

In December 2011, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2011-11 Balance Sheet: Disclosures about Offsetting Assets and Liabilities. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position, as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. This ASU is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. The Company does not expect the adoption of ASU 2011-11 to have a material impact on the Company’s condensed consolidated financial statements.

On January 1, 2012, the Company adopted ASU 2011-04, Fair Value Measurement – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. This new standard amends the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. The adoption of ASU 2011-04 did not have a material impact on the Company’s condensed consolidated financial statements.

 

5. Disposal Plan

During the six months ended June 30, 2012, but prior to the completion of the preparation of the financial statements for the year ended December 31, 2011, the Parent committed to a plan to dispose of the Company and initiated an active plan to identify a buyer. As a result, the Company determined the disposal plan was a triggering event for an analysis of potential impairment of long lived assets and goodwill impairment as of December 31, 2011 and, based on actual offers received for the Company, recognized goodwill impairment of $16,872,736 for the year ended December 31, 2011. During the six months ended June 30, 2012, but subsequent to the completion of the preparation of the financial statements for the year ended December 31, 2011, there was no additional impairment of goodwill recognized.

 

6


There were no assets or liabilities measured at fair value on a non-recurring basis at June 30, 2012. The following table presents assets measured at fair value on a non-recurring basis as of December 31, 2011:

 

     Fair value Measurements on a Non-Recurring Basis as of  December 31, 2011  
     Level 1      Level 2      Level 3      Total  

Assets

           

Goodwill

   $ —         $ —         $ 7,734,840       $ 7,734,840   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ —         $ —         $ 7,734,840       $ 7,734,840   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company did not transfer any assets or liabilities between Levels during the twelve months ended December 31, 2011. The fair value of all other financial instruments reflected in the statement of financial condition (consisting primarily of receivables from and payables to brokers/dealers and clients) approximates the carrying value due to the short-term nature of the financial instruments and re-pricing characteristics of the financial instruments. These financial assets and liabilities are classified at Level 2 in the fair value hierarchy.

 

6. Cash Segregated and On Deposit for Regulatory Purposes

Cash segregated and on deposit for regulatory purposes consisted of the following at June 30, 2012 and December 31, 2011:

 

     June 30,
2012
     December 31,
2011
 

Cash held at bank

   $ 77,309,839       $ 68,727,322   

Funds held at clearing firms

     21,993,985         22,764,726   
  

 

 

    

 

 

 

Cash segregated and On Deposit for Regulatory Purposes

   $ 99,303,824       $ 91,492,048   
  

 

 

    

 

 

 

 

7. Fixed Assets

Fixed assets consisted of the following at June 30, 2012 and December 31, 2011:

 

     June 30,
2012
    December 31,
2011
 

Software

   $ 1,720,898      $ 1,582,702   

Furniture and fixtures

     18,674        18,674   
  

 

 

   

 

 

 
     1,739,572        1,601,376   

Less: Accumulated depreciation and amortization

     (1,318,676     (1,167,443
  

 

 

   

 

 

 

Total fixed assets-net

   $ 420,896      $ 433,933   
  

 

 

   

 

 

 

Depreciation and amortization expense was $151,233 for the six months ended June 30, 2012 and $383,826 for the year ended December 31, 2011.

 

8. Goodwill

As of June 30, 2012 and December 31, 2011, the Company had recorded goodwill of $7,734,840 based upon the fair value analysis from the annual goodwill impairment test performed for 2011. See “note 5 -Disposal Plan” for discussion of the impairment of goodwill realized in 2011 relating to the planned disposal of the Company.

 

9. Intangible Assets

Intangible assets consist of customer relationships previously acquired by the Parent and are being amortized on a straight-line basis over five years. The Company evaluates the remaining useful life on an annual basis to determine if events or trends warrant a revision to the remaining period of amortization. There have been no revisions to the original useful life estimate.

 

7


The Company’s gross carrying amount and accumulated amortization related to the customer relationships intangible asset was $1,310,000 and $1,048,000 as of June 30, 2012 and $1,310,000 and $917,000 as of December 31, 2011. Amortization expense for the customer relationships intangible assets was $131,000 for the six months ended June 30, 2012 and $131,000 for the six months ended June 30, 2011. As of June 30, 2012 the remaining annual future amortization expense for calendar years 2012 and 2013 is expected to be $131,000 and $131,000, respectively.

The Company reviews intangible assets for impairment on an annual basis and whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of the Company’s finite-lived customer relationships intangible asset was evaluated by comparing the undiscounted cash flows associated with the asset to the asset’s carrying amount. The Company did not recognize any intangible assets impairment for the six months ended June 30, 2012 and June 30, 2011.

 

10. Other Assets

Other assets consisted of the following at June 30, 2012 and December 31, 2011:

 

     June 30,
2012
     December 31,
2011
 

Due from customers (net of allowance for doubtful accounts of $280,000 as of June 30, and December 31, respectively.)

   $ 600,024       $ 338,414   

Accounts receivable - other

     160,464         190,000   

Prepaid expenses

     12,752         28,556   

Other

     31,353         31,312   
  

 

 

    

 

 

 

Total other assets

   $ 804,593       $ 588,282   
  

 

 

    

 

 

 

 

11. Payables to Brokerage Clients

This amount represents balances payable to brokerage clients in connection with their open commodity positions and the cash held in their account.

 

12. Accrued Expenses and Other Liabilities

 

     June 30,
2012
     December 31,
2011
 

Accrued professional fees

   $ 60,575       $ 411,327   

Other

     997,137         1,447,297   
  

 

 

    

 

 

 

Total accrued expenses and other liabilities

   $ 1,057,712       $ 1,858,624   
  

 

 

    

 

 

 

 

8


13. Income Taxes

The following table reconciles the provision to the U.S. federal statutory income tax rate:

 

      For the six months
ended June 30,
 
      2012     2011  

Federal income at Statutory Rate

     35.00     35.00

State income taxes, net of federal benefit

     2.50     2.50

Other

     0.27     (0.70 )% 
  

 

 

   

 

 

 

Effective Tax Rate

     37.77     36.80
  

 

 

   

 

 

 

On January 1, 2012, the Company did not have any unrecognized tax benefits. During the interim period ended June 30, 2012, there were no increases or decreases in unrecognized tax benefits. Therefore, there were no unrecognized tax benefits at June 30, 2012. Currently, the Company estimates that the balance of the unrecognized tax benefits will not significantly change during 2012. The Company records accrued interest and penalties pertaining to income tax-related issues, if any, in income tax expense. The Company believes it is no longer subject to U.S. federal and state income tax examinations for the years prior to 2007.

 

14. Commitments, Contingent Liabilities, and Off-Balance Sheet Risk

Legal Contingencies -The Company is subject to claims and lawsuits in the ordinary course of business. The Company is also the subject of inquiries, investigations, and proceedings by regulatory and other governmental agencies.

For certain legal proceedings, the Company can estimate possible losses, additional losses, ranges of loss or ranges of additional loss in excess of amounts accrued. For certain other legal proceedings, the Company cannot reasonably estimate such losses, if any, since the Company cannot predict if, how or when such proceedings will be resolved or what the eventual settlement, fine, penalty or other relief, if any, may be, particularly for proceedings that are in their early stages of development or where plaintiffs seek substantial or indeterminate damages. Numerous issues must be developed, including the need to discover and determine important factual matters and the need to address novel or unsettled legal questions relevant to the proceedings in question, before a loss or additional loss or range of loss or additional loss can be reasonably estimated for any proceeding.

The Company is the subject of a patent infringement lawsuit originally filed on February 9, 2010 in the U.S. District Court for the Northern District of Illinois by Trading Technologies International, Inc. seeking injunctive relief and unspecified damages. As reflected in a Second Amended Complaint filed on June 15, 2011, plaintiff alleges infringement of 12 patents relating to real-time display of price quotes and market depth on the Company’s electronic trading interfaces. The case was consolidated with 11 related cases in February 2011, and the parties have exchanged infringement, non-infringement and invalidity contentions for several of the disputed patents. In June 2011 the court stayed discovery to allow summary judgment briefing on the ramifications of a recent Federal Circuit decision. On February 9, 2012, the court issued an order, which granted the Company’s motions for summary judgment, resulting in a substantial narrowing of the scope of plaintiff’s claims. Plaintiff filed a motion for reconsideration of that ruling on March 8, 2012. Plaintiff also filed a motion for certification of judgment for interlocutory appeal. The court denied plaintiff’s motion for reconsideration but granted plaintiff’s motion for certification of judgments of patent invalidity with respect to four of the asserted patents. Since that ruling, the court has continued its stay of discovery. On October 7, 2012, plaintiff filed its opening appeal brief with the United States Court of Appeals for the Federal Circuit. Oral argument on plaintiffs’ appeal is expected to occur in mid to late 2013. Plaintiff’s Complaint does not specify the amount of damages sought. At this time a potential loss or a potential range of loss cannot be reasonably estimated.

 

9


The Company was the subject of two unrelated customer complaints pending before the NFA arbitration panels, both cases generally alleging that the firm improperly rejected orders amid the “Flash Crash” that allegedly would have allowed the customers to avoid liquidation and losses. The first of these complaints, filed on April 20, 2011, sought $7.5 million in damages. The second complaint, filed on August 8, 2011, sought approximately $5.7 million in damages. One claim was dismissed during mid-2012; the other claim was settled for approximately $0.4 million in mid-2012. This amount had been accrued in the consolidated statement of financial condition at December 31, 2011.

General Contingencies –In the ordinary course of business, the Company enters into contracts that contain a variety of representations and warranties that provide indemnifications to the counterparties under certain circumstances. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. The Company also guarantees the adjusted net capital requirements for some of its introducing brokers. The Company’s maximum exposure under these guarantees is unknown. The Company expects the risk of loss for these items to be remote.

Credit Risk –Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. The Company’s exposure to credit risk arises from the possibility that a counter party to a transaction might fail to perform under its contractual commitment, which would result in the Company incurring a loss.

Since the Company does not clear its own futures transactions, it has established accounts with several clearing FCMs for this purpose. This can and often does result in concentrations of credit risk with one or more of these firms. Such risk, however, is partially mitigated by the clearing FCMs’ obligation to comply with rules and regulations governing FCMs in the United States. These rules generally require maintenance of net capital and segregation of client funds and securities from the holdings of the clearing FCMs. Additionally, the Company attempts to minimize this risk by monitoring the creditworthiness of these clearing FCMs.

Guarantees –The Company guarantees the performance of its client’s trades on an omnibus basis with its clearing FCMs. The Company may have credit exposure if its clients are unable to meet commitments, which could occur in the event of volatile trading markets. The Company requires its clients to meet, at a minimum, the margin requirements established by each of the exchanges at which futures contracts are traded. These margin deposits represent good faith deposits by the clients, which reduce the risk to the Company of a failure on the part of the clients to fulfill any obligation under these contracts. Under certain circumstances, clients may be required to deposit additional funds, securities, or other collateral. The Company may also liquidate certain client positions in order to reduce the risk of loss.

 

15 Regulatory Requirements

OEC is subject to Regulation 1.17 (Reg. 1.17) under the Commodity Exchange Act, administered by the CFTC and the NFA, which requires the maintenance of minimum net capital. OEC, as a futures commission merchant, is required to maintain minimum net capital equal to the greater of (i) its net capital requirement under Reg. 1.17 ($1,000,000) or (ii) the sum of 8% of the total risk margin requirements for all positions carried in client accounts and 8% of the total risk margin requirements for all positions carried in non-client accounts, as defined in Reg. 1.17.

At June 30, 2012, OEC had a net capital requirement of $1,000,000 and adjusted net capital of $1,567,930. The net capital rules may effectively restrict the payment of cash distributions or other equity withdrawals.

The Company is also required to maintain cash in a segregated reserve account for the exclusive benefit of clients in accordance with regulations of the CFTC. At June 30, 2012, the Company had $96,304,907 in segregated funds relating to client’s commodity futures accounts and $3,267,212 in segregated funds related to foreign futures clients pursuant to CFTC Regulation 30.7.

 

16. Related-Party Transactions

During the six months ended June 30, 2012 and the six months ended June 30, 2011, options Xpress, Inc., an affiliate, charged $101,724 for support services provided to the Company, which are included in Support services charged by affiliate.

At June 30, 2012, the Company had Payables to affiliates of $1,460,558 for support services.

 

17. Subsequent events

On June 27, 2012, the Parent entered into an agreement with GAIN Capital Group LLC, to sell the Company. The transaction was completed on August 31, 2012. The effects of this transaction are not included in the accompanying financial statements.

The Company has evaluated its subsequent events through the filing date of this Form 8-K/A.

*        *        *         *

 

10