Form 8-K GAIN Capital Holdings, For: Nov 03

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 8/14/2026

1. AMAT
2. GLOB
3. SPY
4. RDDT
5. SNDK
6. HTFL
7. ADYEN:NA
8. ADYYF
9. WDAY
10. DVLT

November 3, 2015 7:14 AM EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 3, 2015
Date of Report (Date of earliest event reported)
GAIN CAPITAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-35008
 
20-4568600
(State of Incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
Bedminster One
135 Route 202/206
Bedminster, New Jersey 07921
(Address of Principal Executive Offices)
(908) 731-0700
(Registrant’s Telephone Number, Including Area Code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.02 Results of Operations and Financial Condition.

On November 3, 2015, GAIN Capital Holdings, Inc., a Delaware corporation (the “Company”), issued a press release to report the Company’s financial results for the quarter and nine months ended September 30, 2015. The full text of the press release is attached to this current report on Form 8-K as Exhibit 99.1.*

Item 7.01 Regulation FD Disclosure.
On November 3, 2015, beginning at 8:00 a.m., eastern time, the Company will host a conference call concerning the Company’s financial results for the quarter and nine months ended September 30, 2015. In connection with this conference call, the Company has made available for review on its website (ir.gaincapital.com) a copy of its corporate presentation. A copy of the corporate presentation is also attached hereto as Exhibit 99.2.*
Item 8.01 Other Events.
On November 3, 2015, the Company announced that the Board of Directors has declared a dividend of $0.05 per share of the Company’s common stock. The dividend will be paid on December 22, 2015 to shareholders of record at the close of business on December 11, 2015.
Item 9.01. Financial Statements and Exhibits

 
 
 
Exhibit
No.
 
Description
 
 
99.1
 
Press Release of GAIN Capital Holdings, Inc., dated November 3, 2015, reporting its financial results.

99.2
 
Corporate Presentation

*
The information furnished in Items 2.02, 7.01 and 9.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 3, 2015
 
 
 
GAIN CAPITAL HOLDINGS, INC.
 
 
By:
 
/s/ Nigel Rose
Name:
 
Nigel Rose
Title:
 
Chief Financial Officer
        



Exhibit Index

Exhibit
No.
 
Description
 
 
99.1
 
Press Release of GAIN Capital Holdings, Inc., dated November 3, 2015, reporting its financial results.

99.2
 
Corporate Presentation



GAIN Capital Reports Third Quarter 2015 Results

Third Quarter Highlights1 
-Net revenue of $127.9 million (up from $111.6 million)
-Net income of $7.8 million (up from a loss of $8.8 million)
-Adjusted EBITDA2 of $29.8 million (up from $9.2 million)
-Earnings per share of $0.19 (up from a loss of $0.23 per share)
-Adjusted earnings per share2 of $0.31 (up from $0.01 per share)

BEDMINSTER, N.J., November 3, 2015 /PRNewswire/ -- GAIN Capital Holdings, Inc. ("GAIN") (NYSE: GCAP), a leading global provider of online trading services, announced today that its net revenue for the third quarter of 2015 was $127.9 million, up from $111.6 million in the second quarter of 2015. Adjusted earnings per share2 for the quarter was $0.31, up from $0.01 per share in the second quarter of 2015. GAIN’s financial highlights for the three and nine months ended September 30, 2015 are included in the chart below.


 
Three Months Ended September 30
 
Nine Months Ended September 30,
 
% Change
 
 
 
2015
 
2014
 
2015
 
2014
 
Q3
 
9 Months
 
 
 
 
 
 
 
 
 
 
 
 
Net revenue
$
127.9

 
$
103.7

 
$
332.4

 
$
254.8

 
23
 %
 
30
 %
Operating Expenses
98.1

 
75.4

 
273.6

 
215.9

 
30
 %
 
27
 %
Adjusted EBITDA(2)
$
29.8

 
$
28.3

 
$
58.8

 
$
38.9

 
5
 %
 
51
 %
Adjusted EBITDA Margin %(2)
23
%
 
27
%
 
18
%
 
15
%
 
(4 pts)

 
3 pts

 
 
 
 
 
 
 
 
 
 
 
 
Net Income
$
7.8

 
$
15.3

 
$
7.4

 
$
14.0

 
(49
)%
 
(47
)%
 
 
 
 
 
 
 
 
 
 
 
 
GAAP EPS
$
0.19

 
$
0.33

 
$
0.13

 
$
0.30

 
(42
)%
 
(57
)%
Adjusted EPS(2)
$
0.31

 
$
0.37

 
$
0.55

 
$
0.40

 
(16
)%
 
38
 %
Cash EPS(2)
$
0.43

 
$
0.43

 
$
0.77

 
$
0.58

 
—
 %
 
33
 %
 
 
 
 
 
 
 
 
 
 
 
 

“This quarter reflects GAIN’s continued success in executing its strategy, particularly relating to the scaling and diversification of our retail business,” commented Glenn Stevens, CEO of GAIN Capital. “Reflecting the increased diversification of our retail revenue, four product groups contributed significantly to our total retail revenue for the quarter, with each achieving in excess of $10 million in revenue,” continued Mr. Stevens. “Non-FX products represented 50% of retail revenue year-to-date, which further illustrates GAIN’s progress on its diversification strategy. Third quarter average daily OTC volume of $15.6


1 Comparisons in highlights to Q2 2015. 
2 See below for reconciliation of non-GAAP financial measures. 


billion represents an increase of 30% over the same period last year and reflects the impact of GAIN’s acquisition of City Index, as well as its ability to grow active accounts,” continued Mr. Stevens.

“The integration of City Index is on track to achieve $40-$45 million in run-rate cost synergies by Q4 2016, with several significant milestones achieved during the quarter. We believe achievement of the targeted synergies and continued cost rationalization provide GAIN with a significant opportunity to continue to expand our margins,” continued Mr. Stevens.


Retail Business
In the third quarter of 2015, GAIN’s retail business generated net revenue of $118.8 million, up from $90.4 million in the third quarter of 2014 (down 5% on a pro forma2 basis). The retail OTC business contributed $100.9 million of net revenue, up 55% from $64.9 million in the third quarter 2014 (up 3% on a pro forma2 basis). For the quarter, GAIN’s futures business generated $12.5 million of net revenue. Other retail revenue was $5.4 million in the quarter.

Average daily retail OTC trading volume was $15.6 billion, up 70% from $9.2 billion in the third quarter of 2014 (up 25% on a pro forma basis). Average daily futures contracts were 34,429, up 29% from 26,736 in the third quarter of 2014.

Institutional Business
In the third quarter of 2015, net revenue from the GTX business was $8.3 million, compared to $8.5 million in the prior year quarter.  Average daily volume for GTX was $16.7 billion in the quarter, an increase of 1% from the prior year quarter.

Dividend
GAIN’s Board of Directors declared a quarterly cash dividend of $0.05 per share of the Company’s common stock. The dividend is payable on December 22, 2015 to shareholders of record as of the close of business December 11, 2015.

Conference Call
GAIN will host a conference call November 3, 2015 at 8.00 a.m. ET. Participants may access the live call by dialing +1.888.349.0112 (US Domestic), or +1.412.317.6001 (International). Please let the operator know you would like to join the GAIN Capital call.

A live audio webcast of the call, as well as a PDF copy of the earnings presentation, will be available on the Investor Relations section of the GAIN Capital website (http://ir.gaincapital.com).

An audio replay will be made available for one month starting approximately one hour after the call by dialing +1.877.344.7529 from the U.S. or +1.412.317.0088 from abroad, and entering the passcode 10074437#.

For more corporate information or to sign up for alerts, please visit: http://ir.gaincapital.com.


2 See below for reconciliation of non-GAAP financial measures. 



About GAIN
GAIN Capital Holdings, Inc. provides innovative trading technology and execution services to retail and institutional investors worldwide, with multiple access points to OTC markets and global exchanges across a wide range of asset classes, including foreign exchange, commodities, and global equities.  GAIN Capital is headquartered in Bedminster, New Jersey, with a global presence across North America, Europe and the Asia Pacific regions.  For further company information, visit www.gaincapital.com

Investor Relations Contact
+1 908.731.0737

Media Contact
Chris Mittendorf, Edelman for GAIN Capital
+1 212.704.8134






Condensed Consolidated Statements of Operations
In millions except share data
(unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2015

2014

2015

2014
REVENUE:











Retail revenue
$
118.8


$
90.4


$
300.4


$
223.1

Institutional revenue
8.3


8.5


26.7


25.7

Other revenue(1)
0.8


4.5


5.2


5.2

Total non-interest revenue
127.9


103.4


332.3


254.0

Interest revenue
0.2


0.4


0.9


1.1

Interest expense
0.2


0.1


0.8


0.3

Total net interest revenue
—


0.3


0.1


0.8

Net revenue
127.9


103.7


332.4


254.8

OPERATING EXPENSES:











Employee compensation and benefits
29.1


25.5


81.7


71.4

Selling and marketing
7.4


4.8


20.4


16.1

Referral fees
28.6


24.7


84.7


65.9

Trading expenses
8.8


6.0


24.1


20.1

General and administrative
16.8


9.1


40.2


28.1

Depreciation and amortization
2.9


1.7


7.6


5.8

Purchased intangible amortization
4.3


2.3


10.7


4.8

Communications and technology
5.6


3.8


14.2


11.6

Bad debt provision
1.8


1.5


6.3


2.7

Acquisition expenses
0.1


0.9


2.7


1.5

Restructuring expenses
—


0.4


1.9


1.0

Integration expenses
10.7


—


23.1


1.7

Total operating expenses
116.1


80.7


317.6


230.7

Operating profit
11.8


23.0


14.8


24.1

Interest on long term borrowings
2.6


1.5


6.6


4.4

Income before income tax expense/(benefit)
9.2


21.5


8.2


19.7

Income tax expense/(benefit)
0.8


5.4


(0.5
)

4.7

Net Income
$
8.4


$
16.1


$
8.7


$
15.0

Net income attributable to non-controlling interests
$
0.6


$
0.8


$
1.3


$
1.0

NET INCOME APPLICABLE TO GAIN CAPITAL HOLDINGS, INC.
$
7.8


$
15.3


$
7.4


$
14.0

Earnings per common share(2):











Basic
$
0.19


$
0.35


$
0.13


$
0.32

Diluted
$
0.19


$
0.33


$
0.13


$
0.30

Weighted averages common shares outstanding used in computing earnings per share:







Basic
49,147,102


41,038,782


47,163,132


40,243,330

Diluted
49,891,101


43,523,862


48,028,752


43,054,959

(1) Includes $4.5 million adjustment to fair value of contingent consideration for the nine months ended September 30, 2015.
(2) Adjusted for the impact of the GAA/TT put option.


Condensed Consolidated Balance Sheet
In millions
(unaudited)





September 30,

December 31,

2015

2014
ASSETS:





Cash and cash equivalents
$
186.7


$
139.4

Cash and securities held for customers
986.4

 
759.6

Receivables from brokers
119.2

 
134.9

Prepaid assets
9.6

 
2.5

Property and equipment - net of accumulated depreciation
29.2


18.8

Intangible assets, net
101.5

 
60.8

Goodwill
44.8


34.6

Other assets
50.4


35.3

          Total assets
$
1,527.8


$
1,185.9

LIABILITIES AND SHAREHOLDERS' EQUITY:





Payables to customers
986.4


759.6

Accrued compensation & benefits
9.1


16.9

Accrued expenses and other liabilities
51.1


64.4

Income tax payable
17.2


1.5

Senior convertible notes
120.9


68.4

          Total liabilities
$
1,184.7


$
910.8

Non-controlling interest
11.7


10.2

Shareholders' Equity
$
331.4


$
264.9

          Total liabilities and shareholders' equity
$
1,527.8


$
1,185.9





(*) Reconciliation of GAAP Net Income to Adjusted Net Income and Adjusted EPS
Adjusted net income is a non-GAAP financial measure and represents our net income excluding restructuring, acquisition and integration related expenses, adjustment to fair value of contingent consideration and bad debt expense related to the SNB event in January of 2015. This non-GAAP financial measure has certain limitations, including that it does not have a standardized meaning and, therefore, our definition may be different from similar non-GAAP financial measures used by other companies and/or analysts. Thus, it may be more difficult to compare our financial performance to that of other companies. We believe our reporting of adjusted net income assists investors in evaluating our operating performance. However, because adjusted net income is not a measure of financial performance calculated in accordance with GAAP, such measure should be considered in addition to, but not as a substitute for, other measures of our financial performance reported in accordance with GAAP, such as net income.

Net Income to Adjusted Net Income and Adjusted EPS
In millions, except per share data
(unaudited)


Three Months Ended

Nine Months Ended

September 30,

September 30,

2015

2014

2015
 
2014
Net income applicable to Gain Capital Holdings Inc.
$
7.8


$
15.3


$
7.4


$
14.0

Add Back, net of tax:









Acquisition expense
0.1


0.7


2.0


1.1

Restructuring
—


0.3


1.4


0.8

Integration
7.7


—


17.1


1.3

Adjustment to fair value of contingent consideration
—


—


(3.3
)

—

Bad debt related to SNB event in January of 2015
—


—


1.9


—

Adjusted net income
$
15.6


$
16.3


$
26.5


$
17.2









Basic
$
0.32


$
0.40


$
0.56


$
0.43

Diluted
$
0.31


$
0.37


$
0.55


$
0.40

Weighted averages common shares outstanding used in computing earnings per common share









Basic
49,147,102


41,038,782


47,163,132


40,243,330

Diluted
49,891,101


43,523,862


48,028,752


43,054,959



































(*) Reconciliation of GAAP Net Income to Cash Net Income and Cash EPS
Cash net income is a non-GAAP financial measure and represents our net income excluding depreciation and amortization, integration related expenses, purchased intangible amortization, adjustment to fair value of contingent consideration and non-cash interest expense. This non-GAAP financial measure has certain limitations, including that it does not have a standardized meaning and, therefore, our definition may be different from similar non-GAAP financial measures used by other companies and/or analysts. Thus, it may be more difficult to compare our financial performance to that of other companies. We believe our reporting of cash net income assists investors in evaluating our operating performance. However, because cash net income is not a measure of financial performance calculated in accordance with GAAP, such measure should be considered in addition to, but not as a substitute for, other measures of our financial performance reported in accordance with GAAP, such as net income.


Net Income to Cash Net Income and Cash EPS
In millions, except per share data
(unaudited)


Three Months Ended
 
Nine Months Ended

September 30,
 
September 30,

2015
 
2014
 
2015
 
2014
Net income applicable to Gain Capital Holdings Inc.
$
7.8


$
15.3


$
7.4


$
14.0

Add Back, net of tax:







Depreciation and amortization
2.1


1.3


5.7


4.4

Integration
7.7


—


17.1


1.3

Purchased intangible amortization
3.1


1.7


7.9


3.7

Adjustment to fair value of contingent consideration
—


—


(3.3
)

—

Non-cash interest expense
0.8


0.5


2.1


1.4

Cash net income
$
21.5


$
18.8


$
36.9


$
24.8











Basic
$
0.44


$
0.46


$
0.78


$
0.62

Diluted
$
0.43


$
0.43


$
0.77


$
0.58

Weighted averages common shares outstanding used in computing earnings per common share







 
 
 
 
 
 
 
 
Basic
49,147,102


41,038,782


47,163,132


40,243,330

Diluted
49,891,101


43,523,862


48,028,752


43,054,959


























Reconciliation of GAAP Net Income to Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that represents our earnings before interest, taxes, depreciation and amortization, purchased intangible amortization, restructuring, acquisition and integration-related expenses, non-controlling interest, adjustment to fair value of contingent consideration and bad debt expense related to the SNB event in January of 2015. This non-GAAP financial measure has certain limitations, including that it does not have a standardized meaning and, therefore, our definition may be different from similar non-GAAP financial measures used by other companies and/or analysts. Thus, it may be more difficult to compare our financial performance to that of other companies. We believe our reporting of adjusted EBITDA assists investors in evaluating our operating performance. However, because adjusted EBITDA is not a measure of financial performance calculated in accordance with GAAP, such measure should be considered in addition to, but not as a substitute for, other measures of our financial performance reported in accordance with GAAP, such as net income.

Reconciliation of GAAP Net Income to Adjusted EBITDA
In millions
(unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2015
 
2014
 
2015
 
2014
Net revenue
$
127.9


$
103.7


$
332.4


$
254.8

Net income applicable to Gain Capital Holdings Inc.
7.8


15.3


7.4


14.0

Net income margin %
6
%

15
%

2
%

6
%












Net income
7.8


15.3


7.4


14.0

Depreciation and amortization
2.9


1.7


7.6


5.8

Purchased intangible amortization
4.3


2.3


10.7


4.8

Interest expense
2.6


1.5


6.6


4.4

Income tax expense
0.8


5.4


(0.5
)

4.7

Acquisition expense
0.1


0.9


2.7


1.5

Restructuring
—


0.4


1.9


1.0

Integration
10.7


—


23.1


1.7

Acquisition contingent consideration adjustment
—

 
—

 
(4.5
)
 
—

Bad debt related to SNB event in January of 2015
—


—


2.5


—

Net income attributable to non-controlling interest
0.6


0.8


1.3


1.0

Adjusted EBITDA
$
29.8


$
28.3


$
58.8


$
38.9

Adjusted EBITDA Margin
23
%

27
%

18
%

15
%








(*) Reconciliation of GAAP Revenue and Net Income to Pro Forma Revenue and Adjusted EBITDA
Pro forma revenue and pro forma adjusted EBITDA are non-GAAP financial measures that represent the simple addition of our revenue and adjusted EBITDA as if our acquisitions of City Index, Galvan, GAA and TT had occurred on 1 January 2014. We believe this enables year over year comparisons to our current financial results. These adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of our underlying results and trends. However, because pro forma revenue and pro forma adjusted EBITDA are not measures of financial performance calculated in accordance with GAAP, such measures should be considered in addition to, but not as a substitute for, other measures of our financial performance reported in accordance with GAAP, such as revenue and net income.

Reconciliation of GAAP Revenue and Net Income to Pro Forma Revenue and Adjusted EBITDA
In millions
(unaudited)

 
 
Q1 2015
 
 
GAIN
CITY
OTHER
TOTAL
Retail
 
$
84.3

$
36.0

 n/a
$
120.3

Institutional
 
9.9

—

—

9.9

Operating revenue
 
94.3

36.0

 n/a
130.3

 
 
 
 
 
 
Other
 
(1.4
)
1.1

 n/a
(0.3
)
Net Interest
 
—

—

 n/a
—

Net revenue
 
92.9

37.1

 n/a
130.0

 
 
 
 
 
 
Net Income
 
8.3

(4.0
)
 n/a
4.3

Depreciation & amortization
 
2.0

2.4

—

4.4

Purchased intangible amortization
 
2.2

3.1

—

5.3

Interest Expense
 
1.5

—

—

1.5

Income tax expense
 
2.8

—

—

2.8

Acquisition costs
 
—

—

—

—

Restructuring
 
—

0.3

—

0.3

Integration Costs
 
0.1

—

—

0.1

Bad debt related to SNB event in January 15
 
2.5

—

—

2.5

Other one-time expenses
 
—

0.6

—

0.6

Net income attributable to NCI
 
0.3

—

—

0.3

Adjusted EBITDA
 
$
19.7

$
2.4

 n/a
$
22.1




 
 
Q3 2014
 
Q4 2014
 
 
GAIN
CITY
OTHER
TOTAL
 
GAIN
CITY
OTHER
TOTAL
Retail
 
$
90.4

$
33.5

 n/a
$
123.9

 
$
105.7

$
43.6

 n/a
$
149.3

Institutional
 
8.5

—

—

8.5

 
9.3

—

—

9.3

Operating revenue
 
98.9

33.5

 n/a
132.4

 
115.0

43.6

 n/a
158.6

 
 
 
 
 
 
 
 
 
 
 
Other
 
4.5

1.5

 n/a
6.0

 
(0.3
)
—

 n/a
(0.3
)
Net Interest
 
0.3

—

 n/a
0.3

 
—

—

 n/a
—

Net revenue
 
103.6

35.1

 n/a
138.7

 
114.8

43.6

 n/a
158.3

 
 
 
 
 
 
 
 
 
 
 
Net Income
 
15.3

1.8

 n/a
17.2

 
17.6

3.1

 n/a
20.7

Depreciation & amortization
 
1.7

2.1

—

3.9

 
1.3

2.4

—

3.7

Purchased intangible amortization
 
2.3

2.9

—

5.3

 
3.1

3.0

—

6.1

Interest Expense
 
1.5

—

—

1.5

 
1.8

—

—

1.8

Income tax expense
 
5.3

—

—

5.3

 
8.4

—

—

8.4

Acquisition costs
 
0.9

—

—

0.9

 
2.0

—

—

2.0

Restructuring
 
0.4

—

—

0.4

 
0.2

—

—

0.2

Integration Costs
 
—

—

—

—

 
0.7

1.2

—

2.0

Impairment on investment
 
—

—

—

—

 
0.1

—

—

0.1

Other one-time expenses
 
—

(0.4
)
—

(0.4
)
 
—

—

—

—

Net income attributable to NCI
 
0.8

—

—

0.8

 
0.4

—

—

0.4

Adjusted EBITDA
 
$
28.3

$
6.5

 n/a
$
34.8

 
$
35.7

$
9.7

 n/a
$
45.4



 
 
Q1 2014
 
Q2 2014
 
 
GAIN
CITY
OTHER
TOTAL
 
GAIN
CITY
OTHER
TOTAL
Retail
 
$
72.5

$
27.9

$
5.4

$
105.9

 
$
60.3

$
22.7

$
2.3

$
85.3

Institutional
 
8.5

—

—

8.5

 
8.5

—

—

8.5

Operating revenue
 
81.0

27.9

5.4

114.3

 
68.8

22.7

2.3

93.8

 
 
 
 
 
 
 
 
 
 
 
Other
 
0.1

(0.1
)
—

—

 
0.6

(0.2
)
—

0.4

Net Interest
 
0.2

—

(0.2
)
—

 
0.3

—

—

0.3

Net revenue
 
81.3

27.8

5.2

114.4

 
69.7

22.6

2.3

94.6

 
 
 
 
 
 
 
 
 
 
 
Net Income
 
3.8

(8.3
)
1.3

(3.2
)
 
(5.2
)
(9.4
)
0.7

(14.0
)
Depreciation & amortization
 
2.2

1.8

0.3

4.3

 
1.8

1.9

—

3.7

Purchased intangible amortization
 
1.0

5.1

—

6.1

 
1.6

2.9

—

4.5

Interest Expense
 
1.5

—

—

1.5

 
1.5

—

—

1.5

Income tax expense
 
1.3

—

—

1.3

 
(2.0
)
—

—

(2.0
)
Acquisition costs
 
0.4

—

—

0.4

 
0.2

—

—

0.2

Restructuring
 
0.4

—

—

0.4

 
0.2

—

—

0.2

Integration Costs
 
1.5

—

—

1.5

 
0.3

—

—

0.3

Other one-time expenses
 
—

2.5

—

2.5

 
—

0.2

—

0.2

Net income attributable to NCI
 
—

—

—

—

 
0.1

—

—

0.1

Adjusted EBITDA
 
$
12.1

$
1.1

$
1.6

$
14.9

 
$
(1.5
)
$
(4.5
)
$
0.7

$
(5.3
)



Forward-Looking Statements:
The forward-looking statements contained herein include, without limitation, statements relating to GAIN Capital’s and/or City Index (Holdings) Limited (“City Index”) expectations regarding the opportunities and strengths of the combined company created by the business combination, anticipated cost and revenue synergies, the strategic rationale for the business combination, including expectations regarding product offerings, growth opportunities, value creation, and financial strength. All forward looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that GAIN Capital or City Index will realize these expectations or that these beliefs will prove correct. In addition, a variety of important factors could cause results to differ materially from such statements. These factors are noted throughout GAIN Capital’s annual report on Form 10-K, as filed with the Securities and Exchange Commission on March 16, 2015, and include, but are not limited to, the actions of both current and potential new competitors, fluctuations in market trading volumes, financial market volatility, evolving industry regulations, errors or malfunctions in GAIN Capital’s systems or technology, rapid changes in technology, effects of inflation, customer trading patterns, the success of our products and service offerings, our ability to continue to innovate and meet the demands of our customers for new or enhanced products, our ability to successfully integrate assets and companies we have acquired, our ability to effectively compete, changes in tax policy or accounting rules, fluctuations in foreign exchange rates and commodity prices, adverse changes or volatility in interest rates, as well as general economic, business, credit and financial market conditions, internationally or nationally, and our ability to continue paying a quarterly dividend in light of future financial performance and financing needs. The forward-looking statements included herein represent GAIN Capital’s views as of the date of this release. GAIN Capital undertakes no obligation to revise or update publicly any forward-looking statement for any reason unless required by law.




Financial and Operating Results Third Quarter and 9 Months 2015 November 2015

 
GAIN Capital 2 Safe Harbor Statement Forward Looking Statements The forward-looking statements contained herein include, without limitation, statements relating to GAIN Capital’s and/or City Index (Holdings) Limited (“City Index”) expectations regarding the opportunities and strengths of the combined company created by the business combination, anticipated cost and revenue synergies, the strategic rationale for the business combination, including expectations regarding product offerings, growth opportunities, value creation, and financial strength. All forward looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that GAIN Capital or City Index will realize these expectations or that these beliefs will prove correct. In addition, a variety of important factors could cause results to differ materially from such statements. These factors are noted throughout GAIN Capital’s annual report on Form 10-K, as filed with the Securities and Exchange Commission on March 16, 2015, and include, but are not limited to, the actions of both current and potential new competitors, fluctuations in market trading volumes, financial market volatility, evolving industry regulations, errors or malfunctions in GAIN Capital’s systems or technology, rapid changes in technology, effects of inflation, customer trading patterns, the success of our products and service offerings, our ability to continue to innovate and meet the demands of our customers for new or enhanced products, our ability to successfully integrate assets and companies we have acquired, our ability to effectively compete, changes in tax policy or accounting rules, fluctuations in foreign exchange rates and commodity prices, adverse changes or volatility in interest rates, as well as general economic, business, credit and financial market conditions, internationally or nationally, and our ability to continue paying a quarterly dividend in light of future financial performance and financing needs. The forward-looking statements included herein represent GAIN Capital’s views as of the date of this release. GAIN Capital undertakes no obligation to revise or update publicly any forward-looking statement for any reason unless required by law. Non-GAAP Financial Measures This presentation contains various non-GAAP financial measures, including adjusted EBITDA, adjusted net income, adjusted EPS, cash EPS and various “pro forma” non-GAAP measures. These non-GAAP financial measures have certain limitations, including that they do not have a standardized meaning and, therefore, our definitions may be different from similar non-GAAP financial measures used by other companies and/or analysts. Thus, it may be more difficult to compare our financial performance to that of other companies. We believe our reporting of these non-GAAP financial measures assists investors in evaluating our historical and expected operating performance. However, because these are not measures of financial performance calculated in accordance with GAAP, such measures should be considered in addition to, but not as a substitute for, other measures of our financial performance reported in accordance with GAAP, such as net income.

 
GAIN Capital 3 Third Quarter Overview • Strong third quarter results reflect successful execution of GAIN’s strategy • Diversification of retail revenue by product and geography continues • GTX institutional business continues to generate commission-based revenue with operating margins in excess of 25% • Fixed operating cost reductions reflect the progress of City Index integration and realization of $40-$45 million of run-rate synergy target

 
GAIN Capital 4 3rd Quarter 2015 Financial and Operating Results • Financial Results • Net revenue: $127.9 million • Adjusted EBITDA(1): $29.8 million • Net income: $7.8 million • Earnings per share: $0.19 • Adjusted EPS(2): $0.31 • Cash EPS(3): $0.43 • Operating Metrics(4) • Average daily OTC trading volume: $15.6 billion • Average daily futures contracts: 34,429 • Active retail accounts: 158,413 • GTX average daily volume: $16.7 billion (1) Adjusted EBITDA is a non-GAAP financial measure that represents our earnings before interest, taxes, depreciation, amortization and other one-time items. A reconciliation of net income to adjusted EBITDA is available in the appendix to this presentation. (2) Adjusted EPS is a non-GAAP financial measure that represents net income per share excluding the impact of one-time items. A reconciliation of GAAP EPS to adjusted EPS is available in the appendix to this presentation. (3) Cash EPS is a non-GAAP financial measure that represents net income per share excluding the impact of depreciation, amortization, purchased intangible amortization, integration, contingent earnout adjustment and non-cash interest expense. (4) Definitions for operating metrics are available in the appendix to this presentation.

 
GAIN Capital 5 9 Months 2015 Financial and Operating Results • Financial Results • Net revenue(1): $332.4 million • Adjusted EBITDA(2): $58.8 million • Net income: $7.4 million • Earnings per share: $0.13 • Adjusted EPS(3): $0.55 • Cash EPS(4): $0.77 • Operating Metrics(5) • Average daily OTC trading volume: $14.9 billion • Average daily futures contracts: 35,321 • Customer assets: $986.4 million • GTX average daily volume: $18.2 billion (1) Net revenue includes $4.5 million arising from a fair value adjustment to the contingent consideration of a prior period acquisition. (2) Adjusted EBITDA is a non-GAAP financial measure that represents our earnings before interest, taxes, depreciation, amortization and other one-time items. A reconciliation of net income to adjusted EBITDA is available in the appendix to this presentation. (3) Adjusted EPS is a non-GAAP financial measure that represents net income per share excluding the impact of one-time items. A reconciliation of GAAP EPS to adjusted EPS is available in the appendix to this presentation. (4) Cash EPS is a non-GAAP financial measure that represents net income per share excluding the impact of depreciation, amortization, purchased intangible amortization, integration, contingent earnout adjustment and non-cash interest expense. (5) Definitions for operating metrics are available in the appendix to this presentation.

 
GAIN Capital $129 $106 $98 $104 $96 $92 $111 $104 $0 $20 $40 $60 $80 $100 $120 $140 Q3 13 Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15 Q3 15 Quarterly Trailing 12 Months Trailing 12 Months - Pro Forma 6 Improved Retail Revenue as a Result of Diversification • Continued strength in core operating metrics • Q3 average daily volume: $15.6bn • 158,413 active accounts • 149,846 active OTC accounts • 8,567 active futures accounts • Client assets: $986.4mm • Q3 retail OTC revenue by product • FX: $29mm • Indices: $35mm • Equities: $12mm • Commodities: $26mm • GAIN’s futures business continues to show strong results • Revenue: $12.5mm • Avg. Daily Contracts: 34,429 • Other retail business(1) contributing $5.4mm to Q3 revenue Retail OTC Trading Revenue per Million (1) Other retail includes Sales Traders and Galvan Research. Historical Retail Revenue Composition $60.3 $90.4 $105.7 $84.3 $97.3 $118.8 $ .0 $20.0 $40.0 $60.0 $8 .0 $100.0 $120.0 $140.0 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 FX Indices Equities Commodities Futures Other Retail (1)

 
GAIN Capital 7 Institutional Revenue Continuing to Grow via GAIN GTX • Year-to-date, GTX average daily volumes of $18.2 billion generated $26.7 million in revenue, representing growth of 4% over the same period last year • EBITDA margins >25% • Improvement driven by strong growth in ECN • Executing on strategic plan to grow GTX via: • Organic growth of user base • Hiring of sales and product management teams • Development of SEF and Swap Dealer offerings • Long-term focus on continued expansion of ECN while also servicing existing agency desk clients • In addition, reviewing potential strategic partnerships to expand GTX’s product reach $21.0 $25.7 $26.7 YTD 2013 YTD 2014 YTD 2015 GTX Revenue (in millions) $14.6 $18.2 $18.2 YTD 2013 YTD 2014 YTD 2015 GTX Average Daily Volume (in billions)

 
GAIN Capital 8 Q3 and 9 Months 2015 Key Financial Results • The expected synergies from GAIN’s acquisition of City Index present the opportunity for expansion of Adjusted EBITDA and margins Note: Dollars in millions, except per share data. (1) See page 17 for a reconciliation of GAAP net income to adjusted EBITDA. (2) See page 18 for a reconciliation of GAAP EPS to cash EPS. (3) See page 19 for a reconciliation of GAAP EPS to adjusted EPS. (4) Adjusted EBITDA margin is calculated as adjusted EBITDA divided by net revenue. 3 Months Ended Sept. 30, 9 Months Ended Sept. 30, % Change 2015 2014 2015 2014 Q3 9 Months As Reported Net revenue $127.9 $103.7 $332.4 $254.8 23% 30% Operating Expenses 98.1 75.4 273.6 215.9 30% 27% Adjusted EBITDA (1) $29.8 $28.3 $58.8 $38.9 5% 51% Adjusted EBITDA Margin % (1)(4) 23% 27% 18% 15% (4 pts) 3 pts Net Incom e $7.8 $15.3 $7.4 $14.0 (49%) (47%) GAAP EPS $0.19 $0.33 $0.13 $0.30 (42%) (57%) Cash EPS(2) $0.43 $0.43 $0.77 $0.58 (0%) 33% Adjusted EPS(3) $0.31 $0.37 $0.55 $0.40 (16%) 38% Pro Form a Net Revenue $127.9 $138.7 $369.6 $347.7 (8%) 6% Operating Expenses 98.1 103.9 308.4 303.4 (6%) 2% Adjusted EBITDA (1) $29.8 $34.8 $61.2 $44.3 (14%) 38%

 
GAIN Capital 9 Focus on Reducing Fixed Operating Expenses Continues • Reduction of fixed operating expenses continue with 3% reduction in Y-o-Y pro forma quarterly expenses • 6% reduction in year-to-date expenses compared to pro forma 2014 expenses(1) • Further reduction in fixed operating expenses in Q4 2015 and Q1 2016 as City Index integration milestones are achieved • GAIN continues on track to achieve run-rate synergies of $40-$45mm by Q4 2016 Note: Dollars in millions. Operating expenses shown on a pro forma basis (1) Represents the simple pro forma addition of GAIN Capital and City Index. 2014 2015 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Fixed em ployee com p & benefits 27.0$ 25.0$ 24.1$ 27.3$ 25.2$ 23.6$ 22.4$ Marketing 8.7 9.6 9.0 7.5 9.0 8.4 7.4 Trading 9.2 9.0 7.7 7.8 8.8 8.2 8.8 Fixed G&A 16.7 15.2 14.0 18.6 14.1 14.1 15.3 Com m s & Tech 6.4 6.3 6.8 7.0 5.9 5.8 5.6 Fixed Operating Expenses 68.0$ 65.2$ 61.5$ 68.2$ 63.0$ 60.1$ 59.4$ Bad Debt and other variable 0.2 0.1 1.4 0.9 4.9 1.2 3.3 Referral Fees 26.8 26.1 30.6 31.8 33.0 29.5 28.6 Variable em ployee com p & benefits 7.0 8.7 10.2 11.7 7.5 6.9 6.7 Total Operating Expenses 102.1$ 100.1$ 103.8$ 112.6$ 108.5$ 97.7$ 98.1$

 
GAIN Capital 10 Optimizing Referral Fees • One of the largest expenses on GAIN’s income statement (22% of total Q3 net revenue) • Represents referral fees paid to partners who refer business to GAIN • Retail • 83% of total referral fees • Partner business represents ~50% of total retail volume • Q3 referral fee/mm: $47/mm(1) – a 37% decline from high of $75/mm in Q3 2014 • Futures • 17% of total referral fees • Acquisition of GAA increases percentage of directly sourced revenue (and thus subject to referral fee) • Q3 referral fee as % of futures revenue: 40% Note: Dollars in millions, except per million data. (1) Based on indirect volume only. $20.7 $20.5 $24.7 $25.2 $26.6 $29.5 $28.6 $0 $10 $20 $30 $40 $50 $60 $70 $80 $0.0 $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15 Q3 15 Retail Futures Retail Referral Fees/ mm

 
GAIN Capital 11 Cash Flow Generation, Capital Utilization and Return • GAIN’s efficient capex spend resulted in significant free cash flow generation • GAIN continues to strategically deploy cash to grow the business and generate returns for shareholders • Actively repurchased shares in the quarter under previously authorized buyback plan • 224,334 shares repurchased at an average price of $7.75 • Continuing to evaluate strategic investment opportunities • Targeting new products, geographic expansion and technology • Quarterly dividend • $0.05 per share quarterly dividend approved • Record date: December 11, 2015 • Payment date: December 22, 2015

 
GAIN Capital 12 Closing Remarks • Quarterly results demonstrate financial strength of business • Run-rate revenue(1): $511 mm • Run-rate Adjusted EBITDA(1): $119 mm • Executing on integration of City Index acquisition and on track to achieve $45mm of run-rate synergies • Continuing to invest in and develop GTX into a market-leading institutional ECN • Generating significant free cash flow via cost reductions and margin expansion which may be used for strategic acquisitions and investments or capital return to shareholders (1) Represents annualized financial results based on the 3 months ended September 30, 2015.

 
GAIN Capital Appendix 13

 
GAIN Capital 14 Consolidated Statement of Operations Note: Dollars in millions, except per share data (1) Net revenue includes $4.5 million arising from a fair value adjustment to the contingent consideration of a prior period acquisition. (2) Earnings per share includes an adjustment for the redemption value of the NCI put option Three Months Ended Nine Months Ended Septem ber 30, Septem ber 30, 2015 2014 2015 2014 Revenue Retail revenue 118.8$ 90.4$ 300.4$ 223.1$ Institutional revenue 8.3 8.5 26.7 25.7 Other revenue 0.8 4.5 5.2 5.2 Total non-interest revenue 127.9 103.4 332.3 254.0 Interest revenue 0.2 0.4 0.9 1.1 Interest expense 0.2 0.1 0.8 0.3 Total net interest revenue - 0.3 0.1 0.8 Net revenue (1) 127.9$ 103.7$ 332.4$ 254.8$ Expenses Em ployee com pensation and benefits 29.1 25.5 81.7 71.4 Selling and m arketing 7.4 4.8 20.4 16.1 Referral fees 28.6 24.7 84.7 65.9 Trading expense 8.8 6.0 24.1 20.1 General & Adm inistrative 16.8 9.1 40.2 28.1 Depreciation and am ortization 2.9 1.7 7.6 5.8 Purchased intangible am ortization 4.3 2.3 10.7 4.8 Com m unication and technology 5.6 3.8 14.2 11.6 Bad debt provision 1.8 1.5 6.3 2.7 Acquisition costs 0.1 0.9 2.7 1.5 Restructuring - 0.4 1.9 1.0 Integration costs 10.7 - 23.1 1.7 Total expenses 116.1 80.7 317.6 230.7 Operating incom e 11.8 23.0 14.8 24.1 Interest on long term borrowings 2.6 1.5 6.6 4.4 Incom e before tax expense 9.2 21.5 8.2 19.7 Incom e tax expense 0.8 5.4 (0.5) 4.7 Net incom e 8.4 16.1 8.7 15.0 Net incom e attributable to non-controlling interest 0.6 0.8 1.3 1.0 Net incom e applicable to Gain Capital Holdings Inc. 7.8$ 15.3$ 7.4$ 14.0$ Earnings per com m on share (2) Basic $0.19 $0.35 $0.13 $0.32 Diluted $0.19 $0.33 $0.13 $0.30 W eighted averages com m on shares outstanding used in com puting earnings per com m on share: Basic 49,147,102 41,038,782 47,163,132 40,243,330 Diluted 49,891,101 43,523,862 48,028,752 43,054,959

 
GAIN Capital 15 Consolidated Balance Sheet Note: Dollars in millions. As of 9/30/15 12/31/14 ASSETS: Cash and cash equivalents 186.7$ 139.4$ Cash and securities held for custom ers 986.4 759.6 Receivables from brokers 119.2 134.9 Prepaid assets 9.6 2.5 Property and equipm ent - net of accum ulated depreciation 29.2 18.8 Intangible assets, net 101.5 60.8 Goodwill 44.8 34.6 Other assets 50.4 35.3 Total assets 1,527.8$ 1,185.9$ LIABILITIES AND SHAREHOLDERS' EQUITY: Payables to custom ers 986.4$ 759.6$ Accrued com pensation & benefits 9.1 16.9 Accrued expenses and other liabilities 51.1 64.4 Incom e tax payable 17.2 1.5 Convertible senior notes 120.9 68.4 Total liabilities 1,184.7$ 910.8$ Non-controlling interest 11.7$ 10.2$ Shareholders' Equity 331.4 264.9 Total liabilities and shareholders' equity 1,527.8$ 1,185.9$

 
GAIN Capital 16 Current Liquidity Note: Dollars in millions. (1) Reflects cash that would be received from brokers following the close-out of all open positions. (2) The convertible senior notes are excluded given their long-dated maturity. As of 9/30/15 12/31/14 Cash and cash equivalents $186.7 $139.4 Receivables from banks and brokers(1) 119.2 134.9 Free Operating Cash $305.9 $274.3 Less: Minim um regulatory capital requirem ents (116.7) (76.3) Free Cash Available(2) $189.2 $198.0

 
GAIN Capital 17 Adjusted EBITDA & Margin Reconciliation Note: Dollars in millions. (1) Adjusted EBITDA margin is calculated as adjusted EBITDA divided by net revenue. 3 Months Ended Sept. 30, 9 Months Ended Sept. 30, 2015 2014 2015 2014 Net Revenue 127.9$ 103.7$ 332.4$ 254.8$ Net Incom e 7.8 15.3 7.4 14.0 Net Incom e Margin % 6% 15% 2% 5% Net Incom e 7.8$ 15.3$ 7.4$ 14.0$ Depreciation & am ortization 2.9 1.7 7.6 5.8 Purchase intangible am ortization 4.3 2.3 10.7 4.8 Interest expense 2.6 1.5 6.6 4.4 Incom e tax expense 0.8 5.4 (0.5) 4.7 Acquisition costs 0.1 0.9 2.7 1.5 Restructuring - 0.4 1.9 1.0 Integration costs 10.7 - 23.1 1.7 Acquisition contingent consideration adjustm ent - - (4.5) - Bad debt related to SNB event in January of 2015 - - 2.5 - Net incom e attributable to non-controlling interest 0.6 0.8 1.3 1.0 Adjusted EBITDA 29.8$ 28.3$ 58.8$ 38.9$ Adjusted EBITDA Margin % (1) 23% 27% 18% 15%

 
GAIN Capital 18 Cash Net Income and EPS Reconciliation Note: Dollars in millions, except per share and share data 3 Months Ended Sept. 30, 9 Months Ended Sept. 30, 2015 2014 2015 2014 Net Incom e 7.8$ 15.3$ 7.4$ 14.0$ Depreciation & am ortization, net of tax 2.1 1.3 5.7 4.4 Integration, net of tax 7.7 - 17.1 1.3 Purchase intangible am ortization, net of tax 3.1 1.7 7.9 3.7 Acquisition contingent consideration adjustm ent, net of tax - - (3.3) - Non-cash interest expense, net of tax 0.8 0.5 2.1 1.4 Cash Net Incom e 21.5$ 18.8$ 36.9$ 24.8$ Cash Earnigsper Com m on Share: Basic 0.44$ 0.46$ 0.78$ 0.62$ Diluted 0.43$ 0.43$ 0.77$ 0.58$ W eighted average com m on shares outstanding used in com puting earnings per com m on share: Basic 49,147,102 41,038,782 47,163,132 40,243,330 Dilued 49,891,101 43,523,862 48,028,752 43,054,959

 
GAIN Capital 19 Adjusted Net Income and EPS Reconciliation Note: Dollars in millions, except per share and share data 3 Months Ended Sept. 30, 9 Months Ended Sept. 30, 2015 2014 2015 2014 Net Incom e 7.8$ 15.3$ 7.4$ 14.0$ Acquisition costs, net of tax 0.1 0.7 2.0 1.1 Restructuring, net of tax - 0.3 1.4 0.8 Integration costs, net of tax 7.7 - 17.1 1.3 Acquisition contingent consideration adjustm ent, net of tax - - (3.3) - Bad debt related to SNB event in January of 2015, net of tax - - 1.9 - A justed Net I com e 15.6$ 16.3$ 26.5$ 17.2$ Adjusted Earnings per Com m on Share: Basic 0.32$ 0.40$ 0.56$ 0.43$ Diluted 0.31$ 0.37$ 0.55$ 0.40$ W eighted average com m on shares outstanding used in com puting earnings per com m on share: Basic 49,147,102 41,038,782 47,163,132 40,243,330 Dilued 49,891,101 43,523,862 48,028,752 43,054,959

 
GAIN Capital 20 Pro Forma Reconciliation Note: Dollars in millions. (1) “Other” represents Galvan, GAA and TT. These acquisitions are included in GAIN 1H 2015 financial results. (2) City Index Q2 and Q3 2015 financial results are included in GAIN results. Q1 2015 Q2 2015 Q3 2015 9 M onths 2015 GAIN CITY OTHER (1 ) TOTAL GAIN CITY (2 ) OTHER (1 ) TOTAL GAIN CITY (2 ) OTHER (1 ) TOTAL GAIN CITY OTHER TOTAL Retail 84.3$ 36.0$ n/a 120.3$ 97.3$ n/a n/a 97.3$ 118.8$ n/a n/a 118.8$ 300.4$ 36.0$ n/a 336.4$ Institutional 9.9 9.9 8.4 8.4 8.3 8.3 26.7 - 26.7 Operating revenue 94.3 36.0 n/a 130.3 105.7 n/a n/a 105.7 127.1 n/a n/a 127.1 327.1 36.0 n/a 363.1 Other (1.4) 1.1 n/a (0.3) 5.8 - - 5.8 0.8 - - 0.8 5.2 1.1 - 6.4 Net Interest 0.0 - n/a 0.0 0.0 - - 0.0 0.1 - - 0.1 0.1 - - 0.1 Net revenue 92.9 37.1 n/a 130.0 111.6 n/a n/a 111.6 127.9 n/a n/a 127.9 332.5 37.1 n/a 369.6 Net Incom e 8.3 (4.0) n/a 4.3 (8.8) n/a n/a (8.8) 7.8 n/a n/a 7.8 7.4 (4.0) n/a 3.4 Depreciation & am ortization 2.0 2.4 - 4.4 2.7 - - 2.7 2.9 - - 2.9 7.6 2.4 - 10.0 Purchased intangible am ortization 2.2 3.1 - 5.3 4.3 - - 4.3 4.3 - - 4.3 10.7 3.1 - 13.8 Interest Expense 1.5 - - 1.5 2.6 - - 2.6 2.6 - - 2.6 6.6 - - 6.6 Incom e tax expense 2.8 - - 2.8 (4.1) - - (4.1) 0.8 - - 0.8 (0.5) - - (0.5) Acquisition costs 0.0 - - 0.0 2.4 - - 2.4 0.1 - - 0.1 2.7 - - 2.7 Restructuring - 0.3 - 0.3 1.9 - - 1.9 (0.0) - - (0.0) 1.9 0.3 - 2.2 Integration Costs 0.1 - - 0.1 12.3 - - 12.3 10.7 - - 10.7 23.1 - - 23.1 Acquisition contingent consideration adjustm ent - - - - (4.5) - - (4.5) - - - - (4.5) - - (4.5) Bad debt related to SNB event in January 15 2.5 - - 2.5 - - - - - - - - 2.5 - - 2.5 Other one-tim e expenses - 0.6 - 0.6 - - - - - - - - - 0.6 - 0.6 Net incom e attributable to NCI 0.3 - - 0.3 0.4 - - 0.4 0.6 - - 0.6 1.3 - - 1.3 Adjusted EBITDA 19.7$ 2.4$ n/a 22.1$ 9.2$ n/a n/a 9.2$ 29.8$ n/a n/a 29.8$ 58.8$ 2.4$ n/a 61.2$

 
GAIN Capital 21 Pro Forma Reconciliation (cont.) Note: Dollars in millions. (1) “Other” represents Galvan, GAA and TT in Q1 2014; GAA and TT results are included in GAIN for Q2 2014 Q3 2014 GAIN CITY OTHER (1) TOTAL GAIN CITY OTHER (1) TOTAL GAIN CITY OTHER (1) TOTAL GAIN CITY OTHER TOTAL Retail 72.5$ 27.9$ 5.4$ 105.9$ 60.3$ 22.7$ 2.3$ 85.3$ 90.4$ 33.5$ n/a 123.9$ 223.1$ 84.2$ 7.7$ 315.1$ Institutional 8.5 8.5 8.5 8.5 8.5 8.5 25.6 - - 25.6 Operating revenue 81.0 27.9 5.4 114.3 68.8 22.7 2.3 93.8 98.9 33.5 n/a 132.4 248.7 84.2 7.7 340.6 Other 0.1 (0.1) - (0.0) 0.6 (0.2) - 0.4 4.5 1.5 n/a 6.0 5.2 1.3 - 6.5 Net Interest 0.2 - (0.2) 0.0 0.3 - - 0.3 0.3 - n/a 0.3 0.8 - (0.2) 0.6 Net revenue 81.3 27.8 5.2 114.4 69.7 22.6 2.3 94.6 103.6 35.1 n/a 138.7 254.8 85.5 7.5 347.7 NetIn om e 3.8 (8.3) 1.3 (3.2) (5.2) (9.4) 0.7 (14.0) 15.3 1.8 n/a 17.2 14.0 (15.9) 2.0 0.1 Depreciation & am ortization 2.2 1.8 0.3 4.3 1.8 1.9 - 3.7 1.7 2.1 - 3.9 5.8 5.8 0.3 12.0 Purchased intangible am ortization 1.0 5.1 - 6.1 1.6 2.9 - 4.5 2.3 2.9 - 5.3 4.8 10.9 - 15.7 Interest Expense 1.5 - - 1.5 1.5 - - 1.5 1.5 - - 1.5 4.4 - - 4.4 Incom e tax expense 1.3 - - 1.3 (2.0) - - (2.0) 5.3 - - 5.3 4.6 - - 4.6 Acquisition costs 0.4 - - 0.4 0.2 - - 0.2 0.9 - - 0.9 1.5 - - 1.5 Restructuring 0.4 - - 0.4 0.2 - - 0.2 0.4 - - 0.4 1.0 - - 1.0 Integration Costs 1.5 - - 1.5 0.3 - - 0.3 - - - - 1.7 - - 1.7 Other one-tim e expenses - 2.5 - 2.5 - 0.2 - 0.2 - (0.4) - (0.4) - 2.3 - 2.3 Net incom e attributable to NCI 0.1 - - 0.1 0.1 - - 0.1 0.8 - - 0.8 1.0 - - 1.0 Adjusted EBITDA 12.1$ 1.1$ 1.6$ 14.9$ (1.5)$ (4.5)$ 0.7$ (5.3)$ 28.3$ 6.5$ n/a 34.8$ 38.9$ 3.1$ 2.3$ 44.3$ Q1 2014 Q2 2014 9 M onths 2014

 
GAIN Capital 22 Quarterly Operating Metrics Note: Volumes in billions; assets in millions Definitions for all operating metrics are available on page 23. 3 Months Ended, Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Retail Metrics OTC Trading Volum e $522.2 $605.4 $730.6 $798.6 $1,067.3 $1,029.8 OTC Average Daily Volum e $8.0 $9.2 $11.2 $12.6 $16.4 $15.6 Active OTC Accounts 94,261 93,777 94,895 99,017 148,730 149,846 Futures Contracts 1,710,944 1,764,586 1,979,013 2,381,073 2,055,878 2,203,456 Futures Average Daily Contracts 27,158 27,572 31,920 39,034 32,633 34,429 Active Futures Accounts 7,247 7,780 8,184 8,562 8,799 8,567 Sales Trader Volum e $111.7 $92.0 $90.8 $96.0 $92.8 $88.7 Saes T ader Average Daily Volum e $1.7 $1.4 $1.4 $1.5 $1.4 $1.3 Institutional Metrics GTX Volum e $1,237.0 $1,089.0 $1,143.9 $1,232.3 $1,188.8 $1,100.9 Average Daily GTX Volum e $19.0 $16.5 $17.6 $19.6 $18.3 $16.7 Trading Days - Retail & Institutional 65 66 65 63 65 66 Trading Days - Futures 63 64 62 61 63 64

 
GAIN Capital 23 Definition of Metrics • Active Accounts: Retail accounts who executed a transaction within the last 12 months • Trading Volume: Represents the U.S. dollar equivalent of notional amounts traded • Customer Assets: Represents amounts due to clients, including customer deposits and unrealized gains or losses arising from open positions

 
Financial and Operating Results Third Quarter and 9 Months 2015 November 2015

 

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings