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GAIN Capital Announces Appointment of Alastair Hine as Chief Operating Officer

BEDMINSTER, N.J., Nov. 8, 2017 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP) ("GAIN Capital") ("the Company") today announced that Alastair Hine was appointed Chief Operating Officer effective November 6, 2017.  Mr. Hine will be based in GAIN Capital's London office and report directly to Chief Executive Officer, Glenn Stevens.

GAIN Capital Holdings, Inc. Logo. (PRNewsFoto/GAIN Capital Holdings, Inc.)

Mr. Hine joins GAIN Capital from IG Group, where he spent the last 18 years in senior leadership roles in technology, marketing and operations, including Chief Information Officer, Chief Marketing Officer and, most recently, Chief Innovation Officer.

"Alastair's combination of industry savvy, deep operational experience and understanding of our customers' needs make him a valuable addition to the GAIN leadership team," said Glenn Stevens, Chief Executive Officer of GAIN Capital. "He will be instrumental in helping the Company execute on our long-term growth plans."

Alastair Hine, Chief Operating Officer of GAIN Capital, said, "GAIN's progress over the last few years scaling their business and establishing their position as a global leader in online trading is impressive, and I look forward to working with Glenn and the rest of GAIN's leadership team as we embark on the next phase of the company's growth."

About GAIN Capital
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.

View original content with multimedia:http://www.prnewswire.com/news-releases/gain-capital-announces-appointment-of-alastair-hine-as-chief-operating-officer-300552068.html

SOURCE GAIN Capital Holdings, Inc.

Media and Investor Relations Contact, Lauren Tarola, Edelman for GAIN Capital, +1 (908) 731-0737, ir@gaincapital.com

GAIN Capital Announces Appointment of Joseph Schenk as Chairman of the Board and Addition of New Director

BEDMINSTER, N.J., Oct. 3, 2017 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP) ("GAIN Capital")("the Company") today announced that Joseph A. Schenk, a current independent director of GAIN Capital, was appointed Chairman of the Board of Directors, replacing Peter Quick, who will resign as Chairman effective September 27, 2017. Mr. Quick will remain active on the board as an independent director. In addition, the Company added a new independent director, Alex Goor, former Chief Information Officer of Interactive Data Corporation, effective on the same date.

GAIN Capital Holdings, Inc. Logo. (PRNewsFoto/GAIN Capital Holdings, Inc.)

"Joe Schenk has been an integral member of our board since 2008 and we have confidence that his leadership and deep understanding of our business will help drive long term strategic growth," said Glenn Stevens, CEO of GAIN Capital. "The Board joins me in thanking Peter Quick for his dedication to our company over the past seven years in his role as Chairman and are pleased that he will continue to support us as an independent director. Additionally, we welcome Alex Goor, an experienced financial services industry executive, who has helped leading companies evolve and increase in value over time through both organic and inorganic growth strategies."

Joseph Schenk has served as a member of the GAIN Capital board of directors since April 2008. Presently, Mr. Schenk is a Managing Director at Westaim Corp, a Toronto-based investment firm. Prior to Westaim, Mr. Schenk worked with The Carlyle Group as a senior advisor beginning in 2012. Prior to that, Mr. Schenk served as chief executive officer of First NY Securities, LLC, a principal trading firm, beginning in June 2009. From June 2008 to March 2009, Mr. Schenk served as chief executive officer of Pali Capital, Inc., a financial services firm. From January 2000 until December 2007, Mr. Schenk served as chief financial officer and executive vice president of Jefferies Group, Inc., a full-service investment bank and institutional securities firm. Mr. Schenk also held various senior management roles at Jefferies beginning in 1997.

Alex Goor has spent 20 years building electronic financial markets. He has held both technical and general management leadership positions across a range of market leading, innovative companies. Alex began his career as the Chief Strategy Officer of Datek Online Holdings Corporation, where he supervised all business development efforts. After Datek, Alex became co-CEO and CIO of Instinet, an institutional agency brokerage servicing the largest global asset managers, where in 17 months he and his team increased the firm's value 6 times. From 2010 to 2015, Alex was the Chief Information Officer of Interactive Data Corporation (IDC), a Silver Lake and Warburg Pincus portfolio company. In 2015, the group sold IDC to ICE/NYSE for $5.3 billion.

About GAIN Capital
GAIN Capital 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.

View original content with multimedia:http://www.prnewswire.com/news-releases/gain-capital-announces-appointment-of-joseph-schenk-as-chairman-of-the-board-and-addition-of-new-director-300529670.html

SOURCE GAIN Capital Holdings, Inc.

Investor Relations Contact, Lauren Tarola, Edelman for GAIN Capital, +1 (908) 731-0737, ir@gaincapital.com

GAIN Capital Holdings, Inc. Announces Exercise of Full Over-Allotment Option for Convertible Senior Notes Due 2022

BEDMINSTER, N.J., Aug. 22, 2017 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP) ("GAIN Capital")  announced today that, in connection with GAIN Capital's private offering of 5.00% Convertible Senior Notes due 2022, the initial purchasers have exercised in full their option to purchase an additional $12.0 million in aggregate principal amount of the notes. The full exercise of the option to purchase additional notes brings the aggregate principal amount of the notes sold in the offering to $92.0 million. The offering is expected to close on August 22, 2017, subject to customary closing conditions.

GAIN Capital Holdings, Inc. Logo. (PRNewsFoto/GAIN Capital Holdings, Inc.)

GAIN Capital expects that the net proceeds from the offering of notes, including the notes sold pursuant to the initial purchasers' option to purchase additional notes, will be approximately $89.0 million, after deducting discounts to the initial purchasers but prior to taking into account any estimated offering expenses payable by GAIN Capital

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. Any offer of the securities will be made only by means of a private offering memorandum. The notes and the shares of common stock issuable upon conversion of the notes, if any, will not be registered under the Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Act and applicable state laws.

About GAIN Capital

GAIN Capital 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.

Forward Looking Statements

This press release includes forward-looking statements regarding GAIN Capital's financing plans, including statements related to GAIN Capital's offering of the notes and intended use of net proceeds of the offering. Such statements are subject to certain risks and uncertainties including, without limitation, risks related to market and other general economic conditions, whether GAIN Capital will be able to satisfy the conditions required to close the sale of the notes and the anticipated use of the net proceeds from the sale of the notes. GAIN Capital's forward-looking statements also involve assumptions that reflect management's expectations for the future. 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 for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on March 15, 2017, 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. As a result, you are cautioned not to rely on these forward-looking statements. 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.

View original content with multimedia:http://www.prnewswire.com/news-releases/gain-capital-holdings-inc-announces-exercise-of-full-over-allotment-option-for-convertible-senior-notes-due-2022-300507512.html

SOURCE GAIN Capital Holdings, Inc.

Lauren Tarola, Edelman for GAIN Capital, +1 (908) 731-0737, ir@gaincapital.com

GAIN Capital Prices $80 Million of Convertible Senior Notes Due 2022

BEDMINSTER, N.J., Aug. 17, 2017 /PRNewswire/ -- GAIN Capital Holdings, Inc. (NYSE: GCAP) ("GAIN Capital") announced today the pricing of its offering of $80 million aggregate principal amount of 5.00% Convertible Senior Notes due 2022 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Act"). GAIN Capital also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $12 million aggregate principal amount of notes solely to cover over-allotments, if any. The sale of the notes is expected to close on August 22, 2017, subject to customary closing conditions.

GAIN Capital Holdings, Inc. Logo. (PRNewsFoto/GAIN Capital Holdings, Inc.)

GAIN Capital expects that the net proceeds from the offering will be approximately $77.4 million, or $89.0 million if the initial purchasers exercise the option to purchase additional notes in full, after deducting discounts to the initial purchasers but prior to taking into account any estimated offering expenses payable by GAIN Capital.

GAIN Capital has agreed to repurchase approximately $14.5 million of its common stock from purchasers of notes in the offering in privately negotiated transactions effected through J.P. Morgan concurrently with the closing of the offering, which repurchases may be made using a portion of the net proceeds of the offering, amounts drawn under GAIN Capital's existing credit agreement or other cash on hand or any combination thereof. The purchase price per share of GAIN Capital common stock repurchased by GAIN Capital equals the closing price per share of its common stock on August 16, 2017, which was $6.83 per share. These repurchases could increase, or prevent a decrease in, the market price of GAIN Capital common stock or the notes and could result in a higher effective conversion price for the notes.

GAIN Capital intends to use a portion of the net proceeds of the offering to repay outstanding indebtedness and the balance for general corporate purposes, which may include strategic acquisitions and share repurchases.

The notes will be unsecured, senior obligations of GAIN Capital and will bear interest at a fixed rate of 5.00% per year, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2018. The notes will be convertible at the option of holders prior to the close of business on the business day immediately preceding April 15, 2022 only upon the occurrence of specified events or under certain circumstances. Thereafter, until the close of business on the business day immediately preceding the maturity date of August 15, 2022, the notes will be convertible at any time. Conversions of the notes will be settled by the delivery and/or payment, as the case may be, of GAIN Capital common stock, cash, or a combination thereof, at GAIN Capital's election. The conversion rate will initially be 122.0107 shares of GAIN Capital's common stock per $1,000 principal amount of the notes (equivalent to an initial conversion price of approximately $8.20 per share of GAIN Capital common stock). The conversion rate and the corresponding conversion price will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest.

If GAIN Capital undergoes a fundamental change (as defined in the indenture governing the notes), holders may require GAIN Capital to repurchase for cash all or part of their notes at a purchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if a make-whole fundamental change (as defined in the indenture governing the notes) occurs, GAIN Capital may be required in certain circumstances to increase the conversion rate for any notes converted in connection with such make-whole fundamental change by a specified number of shares of its common stock.

J.P. Morgan and Jefferies acted as joint book-running managers of the offering.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. Any offer of the securities will be made only by means of a private offering memorandum. The notes and the shares of common stock issuable upon conversion of the notes, if any, will not be registered under the Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Act and applicable state laws.

About GAIN Capital
GAIN Capital 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.

Forward Looking Statements
This press release includes forward-looking statements regarding GAIN Capital's financing plans, including statements related to GAIN Capital's offering of the notes and intended use of net proceeds of the offering. Such statements are subject to certain risks and uncertainties including, without limitation, risks related to market and other general economic conditions, whether GAIN Capital will be able to satisfy the conditions required to close the sale of the notes and the anticipated use of the net proceeds from the sale of the notes. GAIN Capital's forward-looking statements also involve assumptions that reflect management's expectations for the future. 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 for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on March 15, 2017, 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. As a result, you are cautioned not to rely on these forward-looking statements. 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.

View original content with multimedia:http://www.prnewswire.com/news-releases/gain-capital-prices-80-million-of-convertible-senior-notes-due-2022-300505808.html

SOURCE GAIN Capital Holdings, Inc.

Investor Relations Contact, Lauren Tarola, Edelman for GAIN Capital, +1 (908) 731-0737, ir@gaincapital.com

GAIN Capital Reports Second Quarter 2017 Results

BEDMINSTER, N.J., Aug 3, 2017 /PRNewswire/ --

GAIN Capital Holdings, Inc. Logo. (PRNewsFoto/GAIN Capital Holdings, Inc.)

Key Results and Highlights for the Second Quarter

  • GAAP net income increased 29% year-over-year to $13.9 million, or $0.31 per share
  • Continued reduction in fixed operating expenses, down 7% year-over-year
  • Retail client assets increased 14% year-over-year to $733 million
  • Repurchased 761,262 shares at an average share price of $6.24; $15.1 million authorized and remaining for additional repurchases
  • Returned a total of $15.2 million to shareholders in buy-backs and dividends in first half 2017

GAIN Capital Holdings, Inc. ("GAIN") (NYSE: GCAP), a leading global provider of online trading services, announced financial results for the second quarter of 2017.

Net revenue for the quarter was $98.1 million, down from $108.3 million in the second quarter of 2016. GAAP net income was $13.9 million for the quarter compared to $10.8 million in the second quarter of 2016. Adjusted EBITDA for the quarter was $26.5 million, down from $27.6 million in the second quarter of 2016. GAIN's financial highlights are included in the chart below.


Three Months Ended
June 30,


Six Months Ended
June 30,


2017


2016


2017


2016

Net Income/(Loss)

$

13.9



$

10.8



$

(4.9)



$

19.2


Adjusted Net Income/(Loss)(1)

$

11.8



$

13.1



$

(6.8)



$

29.9










Net Revenue

$

98.1



$

108.3



$

157.6



$

223.8


Operating Expenses

(71.6)



(80.7)



(144.5)



(164.5)


Adjusted EBITDA(1)

$

26.5



$

27.6



$

13.1



$

59.4










Diluted GAAP EPS

$

0.31



$

0.19



$

(0.08)



$

0.36


Adjusted EPS(1)

$

0.25



$

0.27



$

(0.14)



$

0.61


















Note: Dollars in millions, except per share amounts and where noted otherwise. Columns may not add due to rounding.

1See below for reconciliation of non-GAAP financial measures.


"I am pleased to report strong results for the second quarter, largely driven by increased customer engagement," said Glenn Stevens, CEO of GAIN Capital. "The year-over-year growth in our bottom line and stable adjusted EBITDA margin of 27% underscore the impact of our fixed cost savings initiative, which remains on target for a total cost reduction of $15 million in 2017 and run rate savings of $20 million in 2018. We believe that this initiative, coupled with increased client retention and acquisition through investments in customer-focused technology and opportunistic acquisitions, will ultimately enable us to grow margins, generate additional free cash and drive value for our shareholders."

Quarterly Operating Metrics


Q2 17

Q2 16

Year-over-year
Change

Retail Segment




OTC Trading Volume (1)

$

646.4


$

710.9


(9.1)%


OTC Average Daily Volume

$

9.9


$

10.9


(9.2)%


Active OTC Accounts (2)

134,120


135,369


(0.9)%






Institutional Segment




ECN Volume (1)

$

715.7


$

526.9


35.8%


ECN Average Daily Volume

$

11.0


$

8.1


35.8%


Swap Dealer Volume (1)

$

141.5


$

186.2


(24.0)%


Swap Dealer Average Daily Volume

$

2.2


$

2.9


(24.1)%






Futures Segment




Number of Futures Contracts

1,655,166


2,223,501


(25.6)%


Futures Average Daily Contracts

26,272


34,742


(24.4)%


Active Futures Accounts (2)

7,885


8,822


(10.6)%










All volume figures reported in billions.

1 US dollar equivalent of notional amounts traded. For the quarter, indirect volume represented 31% of total retail OTC trading volume.

2 Accounts that executed a transaction during the last 12 months.

Monthly Operating Metrics


Jul-17

Jun-17

Sequential
Change

Jul-16

Year-over-
year Change

Retail Segment






OTC Trading Volume (1)

$

204.5


$

241.8


(15.4)%

$

212.7


(3.9)%


OTC Average Daily Volume

$

9.7


$

11.0


(11.8)%

$

10.1


(4.0)%


Active OTC Accounts (2)

132,436


134,120


(1.3)%

135,544


(2.3)%








Institutional Segment






ECN Volume (1)

$

211.3


$

238.1


(11.3)%

$

173.6


21.7%


ECN Average Daily Volume

$

10.1


$

10.8


(6.5)%

$

8.3


21.7%


Swap Dealer Volume (1)

$

57.4


$

32.0


79.4%

$

49.7


15.5%


Swap Dealer Average Daily Volume

$

2.7


$

1.5


80.0%

$

2.4


12.5%








Futures Segment






Number of Futures Contracts

472,134


582,598


(19.0)%

592,604


(20.3)%


Futures Average Daily Contracts

23,607


26,482


(10.9)%

29,630


(20.3)%


Active Futures Accounts (2)

7,996


7,885


1.4%

8,719


(8.3)%












All volume figures reported in billions.

1 US dollar equivalent of notional amounts traded.

2 Accounts that executed a transaction during the last 12 months.




Capital Return and Dividend

In the second quarter, GAIN focused on returning capital to shareholders through buybacks and dividends, which amounted to a combined total of approximately $7.6 million.

In the second quarter, GAIN repurchased 761,262 shares of stock at an average price of $6.24.

For the first half of 2017, GAIN returned a total of $15.2 million to shareholders in the form of share repurchases and dividends.

GAIN's Board of Directors declared a quarterly cash dividend of $0.06 per share of the Company's common stock. The dividend is payable on September 19, 2017 to shareholders of record as of the close of business September 12, 2017.

Conference Call

GAIN will host a conference call August 3, 2017 at 4:30 p.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 10105863#.

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

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.

Condensed Consolidated Statements of Operations

(unaudited)






Three Months Ended


Six Months Ended


June 30,


June 30,


2017


2016


2017


2016

REVENUE:








Retail revenue

$

79.1



$

88.1



$

118.0



$

183.1


Institutional revenue

7.4



7.2



15.8



13.9


Futures revenue

9.6



12.7



20.1



24.8


Other revenue

0.8



(0.1)



1.8



1.5


Total non-interest revenue

96.9



108.0



155.8



223.3


Interest revenue

1.3



0.4



2.1



0.8


Interest expense

0.1



0.1



0.3



0.2


Total net interest revenue

1.2



0.3



1.8



0.5


Net revenue

$

98.1



$

108.3



$

157.6



$

223.8


EXPENSES:








Employee compensation and benefits

$

26.3



$

26.6



$

50.5



$

53.0


Selling and marketing

7.5



6.8



16.8



13.2


Referral fees

13.3



17.6



29.8



38.2


Trading expenses

7.2



7.8



15.2



16.2


General and administrative

12.8



15.0



22.5



31.1


Depreciation and amortization

4.3



3.6



8.4



6.7


Purchased intangible amortization

4.4



3.8



8.0



7.8


Communications and technology

4.6



5.7



9.8



11.0


Bad debt provision

(0.2)



1.2



(0.1)



1.8


Restructuring expenses







0.8


Integration expenses



1.0





1.9


Legal settlement







9.4


Total expenses

80.2



89.1



160.8



191.0


Operating profit/(loss)

17.8



19.2



(3.2)



32.8


Interest on long term borrowings

2.7



2.6



5.4



5.2


Income/(loss) before income tax expense/(benefit)

15.1



16.6



(8.5)



27.7


Income tax expense/(benefit)

1.0



5.0



(3.9)



7.4


Net income/(loss)

14.1



11.6



(4.7)



20.3


Net income/(loss) attributable to non-controlling interests

0.2



0.7



0.2



1.1


NET INCOME/(LOSS) APPLICABLE TO GAIN CAPITAL HOLDINGS, INC.

$

13.9



$

10.8



$

(4.9)



$

19.2


Earnings/(loss) per common share:








Basic

$

0.31



$

0.19



$

(0.08)



$

0.36


Diluted

$

0.31



$

0.19



$

(0.08)



$

0.36


Weighted averages common shares outstanding used in computing earnings/(loss) per share:








Basic

47,687,214



48,546,253



47,790,307



48,584,534


Diluted

47,894,648



48,737,188



47,790,307



48,860,533




















Note: Dollars in millions, except share, per share data and where noted otherwise. Columns may not add due to rounding.

Condensed Consolidated Balance Sheet

(unaudited)






June 30,


December 31,


2017


2016

ASSETS:




Cash and cash equivalents

$

193.1



$

234.8


Cash and securities held for customers

947.3



945.5


Receivables from brokers

80.7



61.1


Property and equipment - net of accumulated depreciation

39.7



36.5


Intangible assets, net of accumulated amortization

68.7



67.4


Goodwill

32.7



32.1


Other assets

53.8



52.8


Total assets

$

1,415.9



$

1,430.1


LIABILITIES AND SHAREHOLDERS' EQUITY:




Payables to customers

$

947.3



$

945.5


Accrued compensation & benefits

8.9



13.6


Accrued expenses and other liabilities

36.5



41.5


Income tax payable

0.4



4.0


Convertible senior notes

127.3



124.8


Total liabilities

$

1,120.4



$

1,129.3


Redeemable non-controlling interests

$

5.0



$

6.6


Shareholders' equity

290.5



294.2


Total liabilities and shareholders' equity

$

1,415.9



$

1,430.1







Note: Dollars in millions, except where noted otherwise. Columns may not add due to rounding.

Reconciliation of GAAP Net Income to Adjusted Net Income and Adjusted EPS

Adjusted net income/(loss) is a non-GAAP financial measure and represents our net income/(loss) excluding restructuring, acquisition and integration related expenses, adjustment to fair value of contingent consideration and other non-recurring items. 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/(loss) assists investors in evaluating our operating performance. However, because adjusted net income/(loss) 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/(loss).

Net Income/(Loss) to Adjusted Net Income/(Loss) and Adjusted EPS
(unaudited
)






Three Months Ended


Six Months Ended


June 30,


June 30,


2017


2016


2017


2016

Net income/(loss) applicable to Gain Capital Holdings Inc.

$

13.9



$

10.8



$

(4.9)



$

19.2


Income tax expense/(benefit)

1.0



5.0



(3.9)



7.4


Non-controlling interest

0.2



0.7



0.2



1.1


Pre-tax income/(loss)

$

15.1



$

16.6



$

(8.5)



$

27.7


Adjustments



1.1





12.1


Adjusted pre-tax income/(loss)

$

15.1



$

17.7



$

(8.5)



$

39.8


Adjusted income tax expense/(benefit)

(3.2)



(3.9)



1.8



(8.7)


Non-controlling interest

(0.2)



(0.7)



(0.2)



(1.1)


Adjusted net income/(loss)

$

11.8



$

13.1



$

(6.8)



$

29.9










Adjusted earnings/(loss) per common share








Basic

$

0.25



$

0.27



$

(0.14)



$

0.62


Diluted

$

0.25



$

0.27



$

(0.14)



$

0.61


Weighted average common shares outstanding used in computing earnings/(loss) per common share








Basic

47,687,214



48,546,253



47,790,307



48,584,534


Diluted

47,894,648



48,737,188



47,790,307



48,860,533







Note: Dollars in millions, except per share data and where noted otherwise. Columns may not add due to rounding.

Reconciliation of GAAP Net Income to Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is a non-GAAP financial measure that represents our earnings/(loss) before interest, taxes, depreciation and amortization, purchased intangible amortization, restructuring, acquisition and integration-related expenses, legal settlement, and non-controlling interest. 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/(loss).

Reconciliation of GAAP Net Income/(Loss) to Adjusted EBITDA and Adjusted EBITDA Margin

(unaudited)






Three Months Ended


Six Months Ended


June 30,


June 30,


2017


2016


2017


2016

Net revenue

$

98.1



$

108.3



$

157.6



$

223.8


Net income/(loss) applicable to Gain Capital Holdings Inc.

13.9



10.8



(4.9)



19.2


Net income/(loss) margin %

14%



10%



(3)%



9%










Net income/(loss)

$

13.9



$

10.8



$

(4.9)



$

19.2


Depreciation and amortization

4.3



3.6



8.4



6.7


Purchased intangible amortization

4.4



3.8



8.0



7.8


Interest expense

2.7



2.6



5.4



5.2


Income tax expense/(benefit)

1.0



5.0



(3.9)



7.4


Restructuring expenses







0.8


Integration costs



1.0





1.9


Legal settlement







9.4


Net income attributable to non-controlling interest

0.2



0.7



0.2



1.1


Adjusted EBITDA

$

26.5



$

27.6



$

13.1



$

59.4


Adjusted EBITDA Margin(1)

27%



26%



8%



27%














Note: Dollars in millions, except where noted otherwise. Columns may not add due to rounding.

1Adjusted EBITDA margin is calculated as adjusted EBITDA divided by net revenue.





Segment Information:

ASC 280, Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker, or decision making group, in deciding how to allocate resources and in assessing performance. Reportable segments are defined as an operating segment that either (a) exceeds 10% of revenue, or (b) reported profit or loss in absolute amount exceeds 10% of profit of all operating segments that did not report a loss or (c) exceeds 10% of the combined assets of all operating segments. The Company's operations relate to global trading services and solutions. Based on the Company's management strategies, and common production, marketing, development and client coverage teams, the Company has concluded that it operates in three operating segments: Retail Segment, Institutional Segment and Futures Segment.

Retail


Three Months Ended
June 30,


Six Months Ended
June 30,


2017


2016


2017


2016

Trading Revenue

$

79.1



$

88.1



$

118.0



$

182.8


Other Retail Revenue

1.5



1.3



2.7



3.3


Total Revenue

80.6



89.4



120.7



186.1










Employee Comp & Ben

16.6



16.9



32.0



33.6


Marketing

7.2



6.5



16.1



12.7


Referral Fees

9.8



13.7



22.1



30.3


Other Operating Expense

16.0



20.8



30.5



41.7


Segment Profit

$

30.9



$

31.5



$

20.0



$

67.8


Segment Profit Margin %

38%



35%



17%



36%


Institutional


Three Months Ended
June 30,


Six Months Ended
June 30,


2017


2016


2017


2016

ECN

$

6.1



$

5.3



$

12.2



$

10.1


Swap Dealer

1.6



2.2



4.1



4.5


Total Revenue

7.7



7.5



16.3



14.6










Employee Comp & Ben

3.6



3.5



7.6



6.7


Other Operating Expense

2.9



2.6



6.2



5.0


Segment Profit

$

1.2



$

1.4



$

2.5



$

2.9


Segment Profit Margin %

16%



20%



15%



20%














Note: Dollars in millions, except where noted otherwise. Columns may not add due to rounding.

Futures


Three Months Ended
June 30,


Six Months Ended
June 30,


2017


2016


2017


2016

Revenue

$

10.0



$

12.9



$

21.0



$

25.1










Employee Comp & Ben

2.5



3.1



5.0



6.1


Marketing

0.2



0.2



0.5



0.4


Referral Fees

3.5



3.9



7.6



8.0


Other Operating Expense

3.2



3.9



7.0



7.9


Segment Profit

$

0.6



$

1.8



$

0.9



$

2.7


Segment Profit Margin %

6%



14%



4%



11%


Corporate and Other


Three Months Ended
June 30,


Six Months Ended
June 30,


2017


2016


2017


2016

Revenue

$

(0.3)



$

(1.5)



$

(0.4)



$

(2.0)










Employee Comp & Ben

4.0



3.1



6.5



6.6


Marketing

0.0



0.0



0.1



0.0


Other Operating Expense

1.9



2.5



3.2



5.5


Loss

$

(6.2)



$

(7.1)



$

(10.2)



$

(14.0)


















Note: Dollars in millions, except where noted otherwise. Columns may not add due to rounding.

Reconciliation of Segment Profit to Income Before Income Tax Expense


Three Months Ended
June 30,


Six Months Ended
June 30,


2017


2016


2017


2016

Retail segment

$

30.9



$

31.5



$

20.0



$

67.8


Institutional segment

1.2



1.4



2.5



2.9


Futures segment

0.6



1.8



0.9



2.7


Corporate and other

(6.2)



(7.1)



(10.2)



(14.0)


Segment Profit

26.5



27.6



13.1



59.4


Depreciation and amortization

4.3



3.6



8.4



6.7


Purchased intangible amortization

4.4



3.8



8.0



7.8


Restructuring expenses







0.8


Integration expenses



1.0





1.9


Legal settlement







9.4


Operating profit/(loss)

$

17.8



$

19.2



$

(3.2)



$

32.8


Interest expense on long term borrowings

2.7



2.6



5.4



5.2


Income/(loss) before income tax expense/(benefit)

$

15.1



$

16.6



$

(8.5)



$

27.7










Note: Dollars in millions, except where noted otherwise. Columns may not add due to rounding.

Forward-Looking Statements:

In addition to historical information, this earnings release contains "forward-looking" statements that reflect management's expectations for the future. 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 for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on March 15, 2017, 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.

View original content with multimedia:http://www.prnewswire.com/news-releases/gain-capital-reports-second-quarter-2017-results-300499328.html

SOURCE GAIN Capital Holdings, Inc.

Investor Relations Contact: Lauren Tarola, Edelman for GAIN Capital, +1 908.731.0737, ir@gaincapital.com; or Media Contact: Chris Mittendorf, Edelman for GAIN Capital, +1 212.704.8134, pr@gaincapital.com

FOREX.com Launches New Web Trading Platform

BEDMINSTER, N.J., May 31, 2017 /PRNewswire/ -- FOREX.com, the retail forex brand of GAIN Capital Holdings, Inc. (NYSE: GCAP) ("GAIN"), today announced the release of a new web trading platform to its U.S. customers.

GAIN Capital Holdings, Inc. Logo. (PRNewsFoto/GAIN Capital Holdings, Inc.)

"We are thrilled to get the new web trading platform in the hands of our customers," said Samantha Roady, President of Retail at GAIN Capital. "It delivers advanced technical analysis tools and powerful trading functionality along with the speed, performance and ease of use today's active currency traders' demand."

FOREX.com's new web trading platform was developed in partnership with TradingView, which offers one of the most powerful web-based charting platforms available today. Developed in HTML5, it supports PC/Mac users and all major browsers, providing:

  • Full trading capabilities including drag-and-drop order management features
  • A library of over 60 customizable technical indicators, including MACD, Bollinger Bands, Ichimoku and many more
  • Over 50 advanced drawing tools, including Pitchforks, Fibonacci, Gann Fans and Elliott Wave
  • A wide range of chart types including candlestick, Heikin Ashi, line and mountain
  • Integrated Reuters news, economic calendar and real time market research
  • Robust account management features including account funding
  • Flexible time zone preferences

The new web trading platform complements the other trading platform available to FOREX.com customers, including the powerful FOREXTrader PRO platform as well as a full suite of mobile trading apps. FOREX.com customers in the United States can access the new web trading platform at https://webtrading.forex.com. The new platform will be rolled out to FOREX.com customer globally in the coming months. In addition, FOREX.com customers are now able to access and trade their FOREX.com account directly from TradingView's website.

The introduction of FOREX.com's new web trading platform follows the company's introduction of MetaTrader 4's web trading platform earlier this month.

About GAIN Capital
GAIN Capital (NYSE: GCAP) provides market access and trade execution services to a diverse customer base of retail and institutional investors across a range of exchange-traded and OTC markets. Founded in 1999, the company today supports customers in over 180 countries via several globally recognized brands, including FOREX.com, City Index and GTX. 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.

GAIN Capital Announces Expanded $35 Million Stock Repurchase Program

BEDMINSTER, N.J., May 17, 2017 /PRNewswire/ -- GAIN Capital Holdings, Inc. ("the Company") (NYSE: GCAP), a leading global provider of online trading services, today announced that its Board of Directors has authorized an expanded stock repurchase program, under which the company may repurchase up to $35 million of its outstanding common stock, nearly doubling the amount approved as of March 31, 2017.

GAIN Capital Holdings, Inc. Logo. (PRNewsFoto/GAIN Capital Holdings, Inc.)

"Our Board of Directors and management team firmly believe in our long-term growth prospects and feel that our current share price does not accurately reflect the full value of the Company," stated Glenn Stevens, CEO of GAIN Capital. "The additional authorized repurchase capacity demonstrates our confidence in the strength of the business and our commitment to efficient capital allocation and value creation for shareholders."

Under the stock repurchase program, GAIN Capital may buy shares in the open-market in accordance with all applicable securities laws and regulations, including Rule 10b5-1 of the Securities Exchange Act of 1934. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by GAIN Capital's management team. The repurchase program may be suspended or discontinued at any time. The Company expects to finance the purchases with existing cash balances.

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.

Forward-Looking Statements

In addition to historical information, this earnings release contains "forward-looking" statements that reflect management's expectations for the future. 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 for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on March 15, 2017, 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.

To view the original version on PR Newswire, visit:

http://www.prnewswire.com/news-releases/gain-capital-announces-expanded-35-million-stock-repurchase-program-300459184.html

GAIN Capital Investor Relations
+1 908.731.0737
ir@gaincapital.com

Investor Relations Contact
US: Lauren Tarola, Edelman +1 908.731.0737
ir@gaincapital.com

Media Contact
US: Chris Mittendorf, Edelman +1.212.704.8134
pr@gaincapital.com

GAIN Capital Launches New Multi-Brand Affiliate Marketing Program

New offering expands marketing partnership opportunities with GAIN's online retail trading brands City Index and Finspreads; Program to be expanded globally in the coming months

BEDMINSTER, N.J., May 17, 2017 /PRNewswire/ -- GAIN Capital Holdings, Inc. ("GAIN") (NYSE: GCAP), a leading global provider of online trading services, has launched GAIN Affiliates, a highly competitive, performance based offering to affiliates introducing qualified customers to its globally recognised retail trading brands.

Commenting on the affiliate program, Samantha Roady, President, Retail at GAIN Capital, said: "Our new affiliates offering expands on our very successful Introducing Broker program, which has been in place now for well over a decade. With the launch of GAIN Affiliates, we are now able to work with a wider range of affiliate partners, offering them access to a robust suite of digital marketing tools, real-time performance reporting and a dedicated support team. Our goal with the new program is to develop long term relationships with quality affiliate partners who are interested in establishing a relationship with our top tier, highly respected brands, while allowing us to reach new clients in a cost-effective manner."

GAIN Affiliates' value-added services include on-demand banner adverts, content and videos available through its self-service portal, as well as on-demand performance reporting with robust multilingual support.

GAIN is now accepting new affiliate partners for its CityIndex CFD brand & Finspreads U.K. spread bet brand. GAIN Capital's FOREX.com will join the affiliate programme later in 2017, ensuring that the affiliates can benefit from promoting three industry leading brands at once.

For more information on the new programme, please visit https://www.gainaffiliates.com or contact the GAIN Affiliates team at contact@gainaffiliates.com

About GAIN Capital

GAIN Capital (NYSE: GCAP) provides market access and trade execution services to a diverse customer base of retail and institutional investors across a range of exchange-traded and OTC markets. Founded in 1999, the company today supports customers in over 180 countries via several globally recognized brands, including FOREX.com, City Index and GTX. 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.

GAIN Affiliates

Affiliate website: https://www.gainaffiliates.com

Affiliate sign-up page: https://affiliates.gainaffiliates.com/registration.asp

To view the original version on PR Newswire, visit:

http://www.prnewswire.com/news-releases/gain-capital-launches-new-multi-brand-affiliate-marketing-program-300458975.html

U.K. and International Media Contact
Richard Hill, New Century Media
+44 (0)20 7390 8033
richardhill@newcenturymedia.co.uk

GAIN Capital Investor Relations
+1 908.731.0737
ir@gaincapital.com

Investor Relations Contact
US: Lauren Tarola, Edelman +1 908.731.0737
ir@gaincapital.com

Media Contact
US: Chris Mittendorf, Edelman +1.212.704.8134
pr@gaincapital.com

GAIN Capital Reports First Quarter 2017 Results

BEDMINSTER, N.J., May 4, 2017 /PRNewswire/ --

GAIN Capital Holdings, Inc. Logo. (PRNewsFoto/GAIN Capital Holdings, Inc.)

Key Results and Highlights for the First Quarter

  • Reported GAAP net loss of $18.9 million, or $0.39 per share
  • Completed acquisition and integration of FXCM U.S. client assets, resulting in the transfer of over $140 million in client assets to the FOREX.com platform and nearly 13,000 active accounts in the quarter
  • Grew retail client assets by 18% year-over-year
  • Increased institutional average daily volume by approximately 36% year-over-year
  • Repurchased 612,423 shares for a gross value of $4.7 million

GAIN Capital Holdings, Inc. ("GAIN") (NYSE: GCAP), a leading global provider of online trading services, announced financial results for the first quarter of 2017.

Net revenue for the quarter was $59.6 million, down from $115.6 million in the first quarter of 2016. GAAP Net Loss of $18.9 million for the quarter compared to $8.4 million of net income in the first quarter of 2016.  Adjusted EBITDA for the quarter was $(13.4) million, down from $31.7 million in the first quarter of 2016. GAIN's financial highlights are included in the chart below.


Three Months Ended
March 31,


2017


2016

Net Revenue

$

59.6



$

115.6


Operating Expenses

(73.0)



(83.9)


Adjusted EBITDA(1)

$

(13.4)



$

31.7






Net (Loss)/Income

$

(18.9)



$

8.4


Adjusted Net (Loss)/Income(1)

$

(18.6)



$

16.9






Diluted GAAP EPS

$

(0.39)



$

0.17


Adjusted EPS(1)

$

(0.39)



$

0.35




Note:  Dollars in millions, except per share amounts and where noted otherwise.  Columns may not add due to rounding.

1See below for reconciliation of non-GAAP financial measures.

 

"Although the first two months of the year presented challenging market fundamentals for our business, characterized by low volatility and narrow average trading ranges, we remain optimistic about the growth prospects for the company," commented Glenn Stevens, CEO of GAIN Capital. "Market conditions improved in March and have continued to improve in April, with revenue capture returning to a normalized level consistent with our trailing twelve month average of $107 per million. Strong Q1 retail operating metrics, highlighted by 18 percent growth in client assets, reflect the opportunity for market share gains as we optimize our position as the #1 provider of retail FX in the U.S.  As we look at ways to reduce costs and more efficiently allocate capital, we continue to focus on our organic growth strategy, investing in product enhancements and customer acquisition and retention initiatives to drive increased engagement and expand our global reach."  

Quarterly Operating Metrics


Q1 17

Q1 16

Year-over-year
Change

Retail Segment




OTC Trading Volume (1)

$

619.3


$

861.7


(28.1)

%

OTC Average Daily Volume

$

9.5


$

13.5


(29.6)

%

Active OTC Accounts (2)(3)

136,829


132,452


3.3

%





Institutional Segment




ECN Volume (1)

$

759.6


$

531.6


42.9

%

ECN Average Daily Volume

$

11.7


$

8.3


41.0

%

Swap Dealer Volume (1)

$

225.5


$

186.6


20.8

%

Swap Dealer Average Daily Volume

$

3.5


$

2.9


20.7

%





Futures Segment




Number of Futures Contracts

2,060,631


2,334,308


(11.7)

%

Futures Average Daily Contracts

33,236


38,267


(13.1)

%

Active Futures Accounts (2)

8,201


8,890


(7.8)

%





 



All volume figures reported in billions.

1 US dollar equivalent of notional amounts traded.  For the quarter, indirect volume represented 39.8% of total retail OTC trading volume.

2 Accounts that executed a transaction during the 12 months ended March 31, 2017.

3 GAIN has updated its historical active account disclosures to reflect a change in definition for certain accounts.

 

Monthly Operating Metrics


Apr-17

Mar-17

Sequential
Change

Apr-16

Year-over-
year Change

Retail Segment






OTC Trading Volume (1)

$

185.0

$

239.2

(22.7)%

$

255.8

(27.7)

%

OTC Average Daily Volume

$

9.3

$

10.4

(10.6)%

$

12.2

(23.8)

%

Active OTC Accounts (2)(3)

135,918

136,829

(0.7)%

136,336

(0.3)

%







Institutional Segment










ECN Volume (1)

$

230.5

$

271.7

(15.2)%

$

163.2

41.2

%

ECN Average Daily Volume

$

11.5

$

11.8

(2.5)%

$

7.8

47.4

%

Swap Dealer Volume (1)

$