Form 8-K GAIN Capital Holdings, For: May 05

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May 5, 2016 7:24 AM EDT


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
May 5, 2016
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 May 5, 2016, GAIN Capital Holdings, Inc., a Delaware corporation (the “Company”), issued a press release to report the Company’s financial results for the quarter ended March 31, 2016. 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 May 5, 2016, beginning at 8:00 a.m., eastern time, the Company will host a conference call concerning the Company’s financial results for the quarter ended March 31, 2016. 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 May 5, 2016, the Company announced that its Board of Directors has declared a dividend of $0.05 per share of the Company’s common stock. The dividend will be paid on June 20, 2016 to shareholders of record at the close of business on June 13, 2016.
Item 9.01. Financial Statements and Exhibits
 
 
 
Exhibit
No.
 
Description
 
 
99.1
 
Press Release of GAIN Capital Holdings, Inc., dated May 5, 2016, 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: May 5, 2016
 
 
 
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 May 5, 2016, reporting its financial results.

99.2
 
Corporate Presentation





GAIN Capital Reports First Quarter 2016 Results

-Net revenue of $115.6 million
-Net income of $8.4 million
-Adjusted EBITDA1 of $31.7 million
-Earnings per diluted share of $0.17
-Adjusted earnings per share1 of $0.35

BEDMINSTER, N.J., May 5, 2016 /PRNewswire/ -- GAIN Capital Holdings, Inc. ("GAIN") (NYSE: GCAP), a leading global provider of online trading services, announced financial results for the first quarter of 2016.

Net revenue for the quarter was $115.6 million, up from $93.0 million in the first quarter of 2015, and adjusted EBITDA was $31.7 million, up from $19.8 million in the first quarter of 2015. GAIN’s financial highlights for the three months ended March 31, 2016 are included in the chart below.

 
Three Months Ended
March 31,
 
2016
 
2015(2)
Net Revenue
$
115.6

 
$
93.0

Operating Expenses
(83.8
)
 
(73.2
)
Adjusted EBITDA(1)
$
31.7

 
$
19.8

Adjusted EBITDA Margin %(1)
27
%
 
21
%
 
 
 
 
Net Income
$
8.4

 
$
5.5

Adjusted Net Income(1)
$
16.9

 
$
10.8

 
 
 
 
GAAP EPS
$
0.17

 
$
0.11

Adjusted EPS(1)
$
0.35

 
$
0.24




_________________________________________
1See below for reconciliation of non-GAAP financial measures.
2As restated for 2015. See the Company’s Form 10-Q/A filed on May 3, 2016 for additional information.

“Our performance this quarter reflects the strength of GAIN’s business and operating model and demonstrates the earnings power of the company. For the trailing twelve months ended March 31, 2016, GAIN delivered over $92 million of adjusted EBITDA,” commented Glenn Stevens, CEO of GAIN Capital. “The first quarter of 2016 represents the third consecutive quarter that GAIN has delivered more than $20 million of adjusted EBITDA,” continued Mr. Stevens. “Our financial results highlight our ability to capture synergies from acquisitions and reduce our overall costs. Operating margins should continue to improve as we deliver approximately $45 million in run-rate cost synergies by Q4 2016 from the City Index integration and focus on overall cost reductions,” concluded Mr. Stevens.




Retail Segment
In the first quarter of 2016, GAIN’s retail segment generated net revenue of $96.7 million and adjusted EBITDA of $36.3 million, reflecting a margin of 38%.

For the trailing twelve months ended March 31, 2016, the retail segment generated net revenue of $374.9 million and adjusted EBITDA of $107.6 million, reflecting a margin of 29%.

Average daily retail trading volume was $13.5 billion in the first quarter of 2016, down 5% from $14.2 billion in the first quarter of 2015.

Institutional Segment
In the first quarter of 2016, GAIN’s institutional segment generated net revenue of $7.1 million and adjusted EBITDA of $1.5 million, reflecting a margin of 21%.

For the trailing twelve months ended March 31, 2016, the institutional segment generated net revenue of $32.0 million and adjusted EBITDA of $8.0 million, reflecting a margin of 25%.

Average daily trading volume on the ECN and for the Swap Dealer was $8.3 billion and $2.9 billion, respectively, in the first quarter of 2016.

Futures Segment
In the first quarter of 2016, GAIN’s futures segment generated net revenue of $12.2 million and adjusted EBITDA of $1.0 million, reflecting a margin of 8%.

For the trailing twelve months ended March 31, 2016, the futures segment generated net revenue of $46.5 million and adjusted EBITDA of $3.6 million, reflecting a margin of 8%.

Average daily futures contracts were 38,275 in the first quarter of 2016.


Capital Return and Dividend
In the first quarter, GAIN repurchased approximately 500,000 shares at an average price of $7.05. This represents the third consecutive quarter of increased share repurchases. GAIN also repurchased $1.85 million of principal amount of its 4.125% convertible note due December 2018.

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 June 20, 2016 to shareholders of record as of the close of business June 13, 2016.
 





April Operating Metrics
Retail Metrics

•
OTC average daily volume1 of $12.2 billion, an increase of 5.0% from March 2016 and a decrease of 30.2% from April 2015.

•
OTC trading volume1 of $255.8 billion, a decrease of 4.1% from March 2016 and 33.4% from April 2015.

•
Active OTC accounts2 of 140,286, an increase of 2.7% from March 2016 and a decrease of 4.4% from April 2015.

Institutional Metrics

•
ECN average daily volume1 of $7.8 billion, an increase of 5.7% from March 2016 and 1.7% from April 2015.

•
ECN volume1 of $163.2 billion, a decrease of 3.5% from March 2016 and 2.9% from April 2015.

•
Swap Dealer average daily volume1 of $3.3 billion, an increase of 18.6% from March 2016 and 0.3% from April 2015.

•
Swap Dealer volume1 of $69.7 billion, an increase of 8.3% from March 2016 and a decrease of 4.3% from April 2015.

Futures Metrics
•
Futures average daily contracts of 36,488, an increase of 2.6% from March 2016 and 12.3% from April 2015.

•
Futures contracts of 766,254, a decrease of 2.1% from March 2016 and an increase of 12.3% from April 2015.

•
Active futures accounts2 of 8,931, an increase of 0.5% from March 2016 and 3.5% from April 2015.








_________________________________________
1US dollar equivalent of notional amounts traded.
2Accounts that executed a transaction during the last 12 months.





Conference Call
GAIN will host a conference call May 5, 2016 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 10085601#.
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.


Investor Relations Contact
+1 908.731.0737
Media Contact
Chris Mittendorf, Edelman for GAIN Capital
+1 212.704.8134

















Condensed Consolidated Statements of Income
In millions except share data
(unaudited)
 
Three Months Ended
 
March 31,
 
2016
 
2015(1)
REVENUE:
 
 
 
Retail revenue
$
95.0

 
$
72.9

Institutional revenue
6.7

 
9.9

Futures revenue
12.0

 
11.5

Other revenue
1.6

 
(1.4
)
Total non-interest revenue
115.3

 
93.0

Interest revenue
0.3

 
0.3

Interest expense
0.1

 
0.3

Total net interest revenue
0.2

 
—

Net revenue
$
115.6

 
$
93.0

OPERATING EXPENSES:
 
 
 
Employee compensation and benefits
$
26.4

 
$
22.1

Selling and marketing
6.4

 
4.6

Referral fees
20.7

 
26.6

Trading expenses
8.4

 
7.0

General and administrative
16.0

 
9.4

Depreciation and amortization
3.2

 
2.0

Purchased intangible amortization
3.9

 
2.2

Communications and technology
5.3

 
2.8

Bad debt provision
0.6

 
3.3

Restructuring expenses
0.8

 
—

Integration expenses
0.8

 
0.1

Legal settlement
9.4

 
—

Total operating expenses
101.9

 
79.9

Operating profit
13.7

 
13.1

Interest on long term borrowings
2.6

 
1.5

Income before income tax expense/(benefit)
11.1

 
11.6

Income tax (benefit)/expense
2.3

 
5.7

Net income
8.7

 
$
5.8

Net income attributable to non-controlling interests
0.3

 
$
0.3

NET INCOME APPLICABLE TO GAIN CAPITAL HOLDINGS, INC.
$
8.4

 
$
5.5

Earnings per common share:
 
 
 
Basic
$
0.17

 
$
0.11

Diluted
$
0.17

 
$
0.11

Weighted averages common shares outstanding used in computing earnings per share:
 
 
 
Basic
48,622,816

 
43,206,628

Diluted
48,983,880

 
44,150,505

 

_____________________________
1 As restated for 2015. See the Company's Form 10-Q/A filed on May 3, 2016 for additional information.






Condensed Consolidated Balance Sheet
In millions
(unaudited)
 
March 31,
 
December 31,
 
2016
 
2015(1)
ASSETS:
 
 
 
Cash and cash equivalents
$
189.7

 
$
171.9

Cash and securities held for customers
876.0

 
920.6

Receivables from brokers
120.0

 
121.2

Prepaid assets
6.1

 
7.8

Property and equipment - net of accumulated depreciation
32.3

 
30.4

Intangible assets, net of accumulated amortization
86.0

 
91.5

Goodwill
33.7

 
34.0

Other assets
53.1

 
47.2

          Total assets
$
1,396.9

 
$
1,424.6

LIABILITIES AND SHAREHOLDERS' EQUITY:
 
 
 
Payables to customers
876.0

 
920.6

Accrued compensation & benefits
8.9

 
12.4

Accrued expenses and other liabilities
66.2

 
51.6

Income tax payable
5.8

 
1.1

Convertible senior notes
121.2

 
121.7

          Total liabilities
$
1,078.1

 
$
1,107.4

Redeemable non-controlling interests
11.3

 
11.0

Shareholders' equity
$
307.5

 
$
306.1

          Total liabilities and shareholders' equity
$
1,396.9

 
$
1,424.6















_____________________________
1 As restated for 2015. See the Company's Form 10-Q/A filed on May 3, 2016 for additional information.



GAIN CAPITAL HOLDINGS, INC.
Consolidated Statements of Cash Flows
(in millions)
 
For the Three Months Ended March 31,
 
2016
 
2015(1)
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
8.7

 
$
5.8

Adjustments to reconcile net income to cash provided by / (used for) operating activities
 
 
 
Loss / (Gain) on foreign currency exchange rates
0.2

 
2.0

Depreciation and amortization
7.1

 
4.1

Integration Costs
0.2

 
—

Deferred taxes
(0.2
)
 
0.2

Amortization of deferred financing costs
0.1

 
0.1

Bad debt provision
0.6

 
3.3

Convertible senior note discount amortization
1.1

 
0.6

Stock compensation expense
1.1

 
1.2

Gain on extinguishment of debt
(0.1
)
 
—

Loss of equity method investment
—

 
—

Changes in operating assets and liabilities:
15.4

 
(53.4
)
Cash provided by / (used for) operating activities
34.1

 
(36.1
)
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(5.9
)
 
(1.2
)
Sale of treasury bills
—

 
—

Funding of acquisitions, net of cash acquired
—

 
(0.1
)
Cash used for investing activities
(5.9
)
 
(1.3
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Contractual payments for acquisition
—

 
(9.8
)
Proceeds from exercise of stock options
0.6

 
1.6

Purchase of treasury stock
(3.6
)
 
—

Tax benefit from employee stock option exercises
0.2

 
0.7

Dividend payments
(2.4
)
 
(2.2
)
Distributions to non-controlling interest holders
—

 
(0.4
)
Repurchase of convertible notes
(1.7
)
 
—

Cash (used for) / provided by financing activities
(6.9
)
 
(10.1
)
Effect of exchange rate changes on cash and cash equivalents
(3.4
)
 
(1.8
)
INCREASE IN CASH AND CASH EQUIVALENTS
17.8

 
(49.3
)
CASH AND CASH EQUIVALENTS—Beginning of period
171.9

 
139.4

CASH AND CASH EQUIVALENTS—End of period
189.7

 
90.1



_____________________________
1 As restated for 2015. See the Company's Form 10-Q/A filed on May 3, 2016 for additional information.





(*) 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 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 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
 
March 31,
 
2016
 
2015(1)
Net income applicable to Gain Capital Holdings Inc.
$
8.4

 
$
5.5

Income tax
2.3

 
5.7

Non-controlling interest
0.3

 
0.3

Pre-tax income
$
11.1

 
$
11.6

Adjustments
11.0

 
2.6

Adjusted Pre-tax income
$
22.1

 
$
14.2

Adjusted income tax
(4.9
)
 
(3.1
)
Non-controlling interest
(0.3
)
 
(0.3
)
Adjusted net income
$
16.9

 
$
10.8

 
 
 
 
Adjusted earnings per common share
 
 
 
Basic
$
0.35

 
$
0.25

Diluted
$
0.35

 
$
0.24

Weighted averages common shares outstanding used in computing earnings per common share
 
 
 
Basic
48,622,816

 
43,206,628

Diluted
48,983,880

 
44,150,505





_____________________________
1 As restated for 2015. See the Company's Form 10-Q/A filed on May 3, 2016 for additional information.






(*) Reconciliation of Cash Flows from Operating Activities and Free Cash Flow per Share
The table set forth below provides information regarding our free cash flow generation for the three months ended March 31, 2016 and March 31, 2015. We use this non-GAAP measure to evaluate our business operations and our ability to continue to grow our business, including through acquisitions (amounts in millions):  
 
Three Months Ended March 31,
 
2016
 
2015(1)
Cash Flows from Operating Activities
$
34.1

 
$
(36.1
)
Less: Capital Expenditures
(5.9
)
 
(1.2
)
Free Cash Flow
$
28.2

 
$
(37.3
)
Free Cash Flow per Share
$
0.58

 
$
(0.84
)
 
 
 
 
Diluted Shares Outstanding
48,983,880

 
44,150,505























____________________________
1 As restated for 2015. See the Company's Form 10-Q/A filed on May 3, 2016 for additional information.





Reconciliation of GAAP Net Income to Adjusted EBITDA and Adjusted EBITDA Margin
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 and Adjusted EBITDA Margin
In millions
(unaudited)
 
Three Months Ended
 
March 31,
 
2016
 
2015(1)
Net revenue
$
115.6

 
$
93.0

Net income applicable to Gain Capital Holdings Inc.
8.4

 
5.5

Net income margin %
7
%
 
6
%
 
 
 
 
Net income
8.4

 
5.5

Depreciation and amortization
3.2

 
2.0

Purchased intangible amortization
3.9

 
2.2

Interest expense
2.6

 
1.5

Income tax expense
2.3

 
5.7

Restructuring
0.8

 
—

Integration costs
0.8

 
0.1

Bad debt related to SNB event in January of 2015
—

 
2.5

Legal settlement
9.4

 
—

Net income attributable to non-controlling interest
0.3

 
0.3

Adjusted EBITDA
$
31.7

 
$
19.8

Adjusted EBITDA Margin(2)
27
%
 
21
%



____________________________
1 As restated for 2015. See the Company's Form 10-Q/A filed on May 3, 2016 for additional information.
2 Adjusted 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
March 31,
 
2016
 
2015(1)
Revenue
$
96.7

 
$
73.3

Employee Comp & Ben
16.7

 
12.2

Marketing
6.2

 
4.2

Referral Fees
16.6

 
22.6

Other Operating Exp
20.9

 
11.3

Adjusted EBITDA
$
36.3

 
$
23.0

Adjusted Margin %
38
%
 
31
%

Institutional

 
Three Months Ended
March 31,
 
2016
 
2015(1)
ECN
$
4.8

 
$
6.2

Swap Dealer
2.3

 
3.9

Total Revenue
7.1

 
10.1

 
 
 
 
Employee Comp & Ben
3.2

 
4.0

Other Operating Exp
2.4

 
2.6

Adjusted EBITDA
$
1.5

 
$
3.5

Adjusted Margin %
21
%
 
35
%
____________________________
1 As restated for 2015. See the Company's Form 10-Q/A filed on May 3, 2016 for additional information.





Futures
 
Three Months Ended
March 31,
 
2016
 
2015(1)
Revenue
$
12.2

 
$
11.5

Employee Comp & Ben
3.0

 
2.5

Marketing
0.2

 
0.3

Referral Fees
4.1

 
3.9

Other Operating Exp
4.0

 
3.6

Adjusted EBITDA
$
1.0

 
$
1.2

Adjusted Margin %
8
%
 
10
%


Corporate and Other

 
Three Months Ended
March 31,
 
2016
 
2015(1)
Revenue
$
(0.5
)
 
$
(1.9
)
Employee Comp & Ben
3.5

 
3.5

Other Operating Exp
3.0

 
2.5

Adjusted EBITDA
$
(7.0
)
 
$
(7.9
)
Adjusted Margin %
n/a

 
n/a














___________________________
1 As restated for 2015. See the Company's Form 10-Q/A filed on May 3, 2016 for additional information.





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/A for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on May 2, 2016, 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 First Quarter 2016 May 2016

 
GAIN Capital 2 Safe Harbor Statement Forward Looking Statements In addition to historical information, this earnings presentation 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/A for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on May 2, 2016, 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 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 First Quarter Overview • Q1 and TTM 2016 results demonstrate strength and operating leverage of GAIN’s business • Retail segment delivering with improved quality of customer trading volume • Margin improvement reflects successful execution of synergy plan and partner optimization efforts • Return of capital to shareholders continued with increased rate of share buybacks and repurchase of convertible notes

 
GAIN Capital 4 First Quarter 2016 Financial and Operating Results • Financial Results • Net revenue: $115.6 million • Adjusted EBITDA(1): $31.7 million • Net income: $8.4 million • Adjusted net income(2): $16.9 million • Earnings per share: $0.17 • Adjusted earnings per share(3): $0.35 • Free cash flow per share(4): $0.58 • Operating Metrics(5) • Average daily OTC trading volume: $13.5 billion • Average daily futures contracts: 38,275 • Customer assets: $876.0 million • ECN average daily volume: $8.3 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 net income is a non-GAAP financial measure that represents net income excluding the impact of one-time items. A reconciliation of GAAP net income to adjusted net income 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) Free cash flow per share is a non-GAAP financial measure and represents operating cash flows less capital expenditures. A reconciliation of cash flow from operating activities to free cash flow per share is available in the appendix to this presentation. (5) Definitions for operating metrics are available in the appendix to this presentation.

 
GAIN Capital 5 Retail • For the quarter, generated $96.7 million of revenue and over $36 million of adjusted EBITDA, representing a margin of 38% • Trailing twelve months: • Revenue: ~$375 million • Adjusted EBITDA: ~$108 million • Revenue & volume diversification continues • TTM non-FX revenue and volume contribution: • Revenue: 51% (FX: 49%) • Volume: 39% (FX: 61%) • Partnership optimization • Q1 referral fee per million: $42/mm • PF Q1 2015: $62/mm • Indirect volume contribution: 46% Key Takeaway: Q1 2016 retail results demonstrate GAIN is well-positioned to generate Adjusted EBITDA and cash flow in a variety of market conditions Retail Financial & Operating Results Three M onths Ended M arch 31, TTM 2016 2015 (1 ) 3/31/2016 Trading Revenue $94.7 $70.7 $365.8 Other Retail Revenue 2.0 2.6 9.1 Total Revenue $96.7 $73.3 $374.9 Em ployee Com p & Ben 16.7 12.2 72.0 Marketing 6.2 4.2 28.1 Referral Fees 16.6 22.6 81.2 Other Operating Exp. 20.9 11.3 86.0 Adjusted EBITDA $36.3 $23.0 $107.6 % Margin 38% 31% 29% Operating M etrics ADV (bns) $13.5 $14.2 $15.2 Active Accounts 136,559 99,017 136,559 Client Assets $639.0 $599.0 $639.0 PnL/m m $110 $79 $93 Note: Dollars in millions, except where noted otherwise. Columns may not add due to rounding. (1) As restated for Q1 2015 See the Company’s Form 10-Q/A filed on May 3, 2016 for additional information. FX 49% Indices 23% Equities 9% Commodities & Other 19% TTM Revenue by Product Type

 
GAIN Capital 6 Institutional • For the quarter, generated revenue and adjusted EBITDA of $7.1 million and $1.5 million, respectively • Trailing twelve months: • Revenue: $32 million • Adjusted EBITDA: $8 million • GTX’s ECN-based business continues to drive institutional segment results • Average daily volume up 7% year-over-year in a quarter when many peers saw declines over Q1 2015 • Launch of high-speed binary market data protocols allowing customers to trade and make markets on the GTX ECN more quickly • Build-out of London data center to improve footprint in Europe Key Takeaway: GTX continuing to gain traction with banks, hedge funds and other professional investors Insitutional Financial & Operating Results Three M onths Ended M arch 31, TTM 2016 2015 (1 ) 3/31/2016 ECN $4.8 $6.2 $21.0 Swap Dealer 2.3 3.9 11.0 Total Revenue $7.1 $10.1 $32.0 Em ployee Com p & Ben 3.2 4.0 14.5 Other Operating Exp. 2.4 2.6 9.5 Adjusted EBITDA $1.5 $3.5 $8.0 % Margin 21% 35% 25% Operating M etrics ECN ADV (bns) $8.3 $7.9 $7.3 Swap Dealer ADV (bns) 2.9 3.8 3.0 Note: Dollars in millions, except where noted otherwise. Columns may not add due to rounding. (1) As restated for Q1 2015 See the Company’s Form 10-Q/A filed on May 3, 2016 for additional information. $7.9 $7.7 $6.8 $6.4 $8.3 $3.8 $2.8 $3.0 $2.8 $2.9 $11.7 $10.6 $9.8 $9.2 $11.2 ($1.0) $1.0 $3.0 $5.0 $7.0 $9.0 $11.0 $13.0 $15.0 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 ECN Swap Dealer Institutional Quarterly ADV

 
GAIN Capital 7 Futures • For the quarter, generated revenue $12.2 million and adjusted EBITDA of $1.0 million • Trailing twelve months: • Revenue: $46.5 million • Adj. EBITDA: $3.6 million • Client engagement continues to grow • Client assets of $237.0 million • Nearly 9,000 active accounts • Over 38,000 average daily contracts • Revenue per contract of $5.23 represents an 8% increase over Q1 2015 • Focusing efforts on higher commission opportunities • Driven by direct marketing initiatives Key Takeaway: The Futures segment continues to be a meaningful contributor to revenue and we expect margins to improve as we focus on client acquisition via both the direct and indirect channels Futures Financial & Operating Results Three M onths Ended M arch 31, TTM 2016 2015 (1 ) 3/31/2016 Revenue $12.2 $11.5 $46.5 Em ployee Com p & Ben 3.0 2.5 11.1 Marketing 0.2 0.3 0.8 Referral Fees 4.1 3.9 16.6 Other Operating Exp. 4.0 3.6 14.4 Adjusted EBITDA $1.0 $1.2 $3.6 % Margin 8% 10% 8% Operating M etrics Avg. Daily Contracts 38,275 39,034 34,499 Active Accounts 8,890 8,562 8,890 Client Assets $237.0 $228.0 $237.0 Revenue/Contract $5.23 $4.84 $5.37 Note: Dollars in millions, except where noted otherwise. Columns may not add due to rounding. (1) As restated for Q1 2015 See the Company’s Form 10-Q/A filed on May 3, 2016 for additional information.

 
GAIN Capital 8 Operating Expenses Note: Dollars in millions. Columns may not add due to rounding. Q1 2015 operating expenses shown on a pro forma basis based on the simple addition of GAIN Capital and City Index. (1) As restated for the first three quarters of 2015. See the Company’s Form 10-Q/A filed on May 3, 2016 for additional information. • Q1 operating expenses continued to demonstrate GAIN’s execution on its cost- cutting plan, driven by: • City Index synergies ($45 million of run-rate savings by Q4 2016) • Partnership optimization • Referral fee per million for the quarter: $42/mm • 23% year-over-year drop in total operating expenses • 11% drop in quarterly fixed operating expenses for same period 2015 (1 ) 2016 Q1 Q2 Q3 Q4 Q1 Fixed em ployee com p & benefits 25.8$ 23.3$ 22.0$ 21.9$ 21.2$ Marketing 9.0 8.4 7.4 6.8 6.4 Trading 8.8 8.1 8.9 7.8 8.4 Fixed G&A 13.7 14.1 15.3 14.8 14.8 Com m s & Tech 5.9 5.8 5.6 4.8 5.3 Fixed Operating Expenses 63.2$ 59.7$ 59.2$ 56.1$ 56.1$ Bad Debt and other variable 5.0 1.2 3.4 1.5 1.8 Referral Fees 33.0 29.5 28.6 18.8 20.7 Variable em ployee com p & benefits 7.3 7.6 6.8 2.7 5.2 Total Operating Expenses 108.5$ 98.0$ 98.0$ 79.1$ 83.8$ $63.2 $59.7 $59.2 $56.1 $56.1 $- $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 $70.0 Q1 15 Q2 15 Q3 15 Q4 15 Q1 16 Fixed Operating Expenses

 
GAIN Capital 9 April 2016 Operating Metrics $17.5 $17.4 $18.7 $16.6 $18.5 $15.8 $13.3 $11.2 $12.9 $15.9 $13.2 $11.6 $12.2 $0.0 $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 $14.0 $16.0 $18.0 $20.0 OTC Average Daily Volume ($ bns) 146.7 147.6 148.7 148.7 150.6 149.8 148.3 148.9 147.0 143.8 143.7 136.6 140.3 125.0 130.0 135.0 140.0 145.0 150.0 155.0 Active OTC Accounts (000s) 8.6 8.7 8.8 8.8 8.8 8.6 8.8 8.8 8.7 8.3 8.8 8.9 8.9 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 Active Futures Accounts (000s) $7.6 $7.4 $8.2 $6.8 $7.1 $6.6 $6.0 $6.4 $6.8 $9.4 $8.3 $7.4 $7.8 $0.0 $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 $7.0 $8.0 $9.0 $10.0 ECN Average Daily Volume ($ bns) $3.3 $2.5 $2.7 $3.3 $3.0 $2.7 $2.1 $3.8 $2.6 $2.9 $3.0 $2.8 $3.3 $0.0 $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 $7.0 $8.0 $9.0 $10.0 Swap Dealer Average Daily Volume ($ bns) 32.5 33.9 31.6 30.3 35.1 38.1 32.6 28.4 36.9 42.7 37.0 35.6 36.5 0.0 5.0 10.0 15.0 20.0 25.0 30.0 35.0 40.0 45.0 Futures Average Daily Contracts (000s)

 
GAIN Capital 10 Return of Capital • For the quarter, GAIN returned $7.6 million to investors via buybacks and dividends • Buybacks: $5.2 million • Equity: $3.5 million • Convertible: $1.7 million • Dividends: $2.4 million • Share repurchase • Repurchased 500,000 shares at an average price of $7.05 • Represents an increase of 29% from Q4 2015 repurchase of 388,095 shares • Convertible note buyback • For the quarter, GAIN repurchased $1.85 million of principal amount of convertible notes due December 2018 at an average price of $92.77 • Quarterly dividend • $0.05 per share quarterly dividend approved • Record date: June 13, 2016 • Payment date: June 20, 2016

 
GAIN Capital 11 Closing Remarks • Q1 2016 demonstrates strength and operating leverage of GAIN’s business • 3rd straight quarter with EBITDA >$20 million • Successful first full year with City Index • TTM Revenue: $451 million • TTM Adj. EBITDA: $92 million (20% margin) • Expect margins to improve during 2016 as we continue to execute on our synergy plan • Actively returning capital to shareholders via share buybacks, convertible note repurchases and dividends • As a result of GAIN’s cost reduction and capital management efforts we expect to drive significant shareholder value in FY 2016 and beyond

 
GAIN Capital Appendix 12

 
GAIN Capital 13 Consolidated Statement of Operations Note: Dollars in millions, except per share data. Columns may not add due to rounding. (1) As restated for Q1 2015. See the Company’s Form 10-Q/A filed on May 3, 2016 for additional information. (2) Earnings per share includes an adjustment for the redemption value of the NCI put option. Three Months Ended March 31, 2016 2015(1 ) Revenue Retail revenue 95.0$ 72.9$ Institutional revenue 6.7 9.9 Futures revenue 12.0 11.5 Other revenue 1.6 (1.4) Total non interest revenue 115.3 93.0 Interest revenue 0.3 0.3 Interest expense 0.1 0.3 Total net interest revenue 0.2 - Net revenue 115.6$ 93.0$ Expenses Em ployee com pensation and benefits 26.4 22.1 Selling and m arketing 6.4 4.6 Referral Fees 20.7 26.6 Trading expenses 8.4 7.0 General and adm inistrative 16.0 9.4 Depreciation and am ortization 3.2 2.0 Purchased intangible am ortization 3.9 2.2 Com m unications and technology 5.3 2.8 Bad debt provision 0.6 3.3 Acquisition expenses - - Restructuring expenses 0.8 - Integration expenses 0.8 0.1 Settlem ent expense 9.4 - Total operating expense 101.9 79.9 Operating profit 13.7 13.1 Interest expense on long term borrowings 2.6 1.5 Incom e before incom e tax expense 11.1 11.6 Incom e tax expense 2.3 5.7 Equity in net loss of affiliate (0.0) - Net incom e 8.7 5.8 Net incom e attributable to non-controlling interests 0.3 0.3 Net incom e applicable to Gain Capital Holdings Inc. 8.4$ 5.5$ Earnings per com m on share (2) Basic $0.17 $0.11 Diluted $0.17 $0.11 W eighted averages com m on shares outstanding used in com puting earnings per com m on share: Basic 48,622,816 43,206,628 Diluted 48,983,880 44,150,505

 
GAIN Capital 14 Consolidated Balance Sheet Note: Dollars in millions. Columns may not add due to rounding. As of 3/31/2016 12/31/2015 ASSETS: Cash and cash equivalents 189.7$ 171.9$ Cash and securities held for custom ers 876.0 920.6 Receivables from brokers 120.0 121.2 Prepaid assets 6.1 7.8 Property and equipm ent - net of accum ulated depreciation 32.3 30.4 Intangible assets, net 86.0 91.5 Goodwill 33.7 34.0 Other assets 53.1 47.2 Total assets 1,396.9$ 1,424.6$ LIABILITIES AND SHAREHOLDERS' EQUITY: Payables to custom ers 876.0$ 920.6$ Accrued com pensation & benefits 8.9 12.4 Accrued expenses and other liabilities 66.2 51.6 Incom e tax payable 5.8 1.1 Convertible senior notes 121.2 121.7 Total liabilities 1,078.1$ 1,107.4$ Non-controlling interest 11.3$ 11.0$ Shareholders' Equity 307.5 306.1 Total liabilities and shareholders' equity 1,396.9$ 1,424.6$

 
GAIN Capital 15 Cash Flow Statement Note: Dollars in millions. Columns may not add due to rounding. (1) As restated for Q1 2015. See the Company’s Form 10-Q/A filed on May 3, 2016 for additional information. Three Months Ended March 31, 2016 2015(1 ) CASH FLOW S FROM OPERATING ACTIVITIES: Net incom e 8.7$ 5.8$ Adjustm ents to reconcile net incom e to cash provided by / (used for) operating activities Loss / (Gain) on foreign currency exchange rates 0.2 2.0 Depreciation and am ortization 7.1 4.1 Integration Costs 0.2 - Deferred taxes (0.2) 0.2 Am ortization of deferred financing costs 0.1 0.1 Bad debt provision 0.6 3.3 Convertible senior note discount am ortization 1.1 0.6 Stock com pensation expense 1.1 1.2 Gain on extinguishm ent of debt (0.1) - Loss of equity m ethod investm ent 0.0 - Changes in operating assets and liabilities 15.4 (53.4) Cash provided by operating activities 34.1 (36.1) CASH FLOW S FROM INVESTING ACTIVITIES: Purchases of property and equipm ent (5.9) (1.2) Sale of treasury bills - - Funding of acquisitions, net of cash acquired - (0.1) Cash used for investing activities (5.9) (1.3) CASH FLOW S FROM FINANCING ACTIVITIES: Contractual paym ents for acquisitions - (9.8) Proceeds from exercise of stock options 0.6 1.6 Purchase of treasury stock (3.6) - Tax benefit from em ployee stock option exercises 0.2 0.7 Dividend paym ents (2.4) (2.2) Distributions to non-controlling interest holders - (0.4) Repurchase of convertible notes (1.7) - Cash used for financing activities (6.9) (10.1) Effect of exchange rate changes on cash and cash equivalents (3.4) (1.8) INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 17.8 (49.3) CASH AND CASH EQUIVALENTS— Beginning of period 171.9 139.4 CASH AND CASH EQUIVALENTS— End of period 189.7$ 90.1$

 
GAIN Capital 16 Current Liquidity Note: Dollars in millions. Columns may not add due to rounding. (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 3/31/2016 12/31/2015 Cash and cash equivalents $189.7 $171.9 Receivables from banks and brokers (1) 120.0 121.2 Free Operating Cash $309.7 $293.1 Less: Minim um regulatory capital requirem ents (121.4) (114.5) Free Cash Available (2) $188.3 $178.6

 
GAIN Capital 17 Adjusted EBITDA & Margin Reconciliation Note: Dollars in millions. Columns may not add due to rounding. (1) As restated for Q1 2015. See the Company’s Form 10-Q/A filed on May 3, 2016 for additional information. (2) Adjusted EBITDA margin is calculated as adjusted EBITDA divided by net revenue. Three M onths Ended M arch 31, 2016 2015 (1 ) Net Revenue 115.6$ 93.0$ Net Incom e 8.4 5.5 Net Incom e Margin % 7% 6% Net Incom e 8.4$ 5.5$ Depreciation & am ortization 3.2 2.0 Purchase intangible am ortization 3.9 2.2 Interest expense on long term borrowings 2.6 1.5 Incom e tax expense 2.3 5.7 Restructuring 0.8 - Integration costs 0.8 0.1 Legal settlem ent 9.4 - Bad debt related to SNB event in January of 2015 - 2.5 Net incom e attributable to non-controlling interest 0.3 0.3 Adjusted EBITDA 31.7$ 19.8$ Adjusted EBITDA Margin % (2) 27% 21%

 
GAIN Capital 18 Adjusted Net Income and EPS Reconciliation Note: Dollars in millions, except per share and share data. Columns may not add due to rounding. (1) As restated for Q1 2015. See the Company’s Form 10-Q/A filed on May 3, 2016 for additional information. (2) Assumes 22% tax rate. Three M onths Ended M arch 31, 2016 2015 (1 ) Net Incom e $8.4 $5.5 Incom e Tax 2.3 5.7 Non-controlling interest 0.3 0.3 Pre-Tax Incom e $11.1 $11.6 Plus: Adjustm ents 11.0 2.6 Adjusted Pre-Tax Incom e $22.1 $14.2 Norm alized Incom e Tax (2) (4.9) (3.1) Non-controlling interest (0.3) (0.3) Adjusted Net Incom e $16.9 $10.8 Adjusted Earnings per Com m on Share: Basic $0.35 $0.25 Diluted $0.35 $0.24

 
GAIN Capital 19 Free Cash Flow per Share Reconciliation Three M onths Ended M arch 31, 2016 2015 (1 ) Cash Flows from Operating Activities $34.1 ($36.1) Less: Capital Expenditures (5.9) (1.2) Free Cash Flow $28.2 ($37.3) Free Cash Flow per Share $0.58 ($0.84) Diluted Shares Outstanding 48,983,880 44,150,505 Note: Dollars in millions, except per share and share data. Columns may not add due to rounding. (1) As restated for Q1 2015. See the Company’s Form 10-Q/A filed on May 3, 2016 for additional information.

 
GAIN Capital 20 Q1 2016 Key Financial Results Note: Dollars in millions, except per share data. Columns may not add due to rounding. (1) As restated Q1 2015. See the Company’s Form 10-Q/A filed on May 3, 2016 for additional information. (2) See page 17 for a reconciliation of GAAP net income to adjusted EBITDA. (3) See page 18 for a reconciliation of GAAP Net Income to adjusted net income. (4) See page 18 for a reconciliation of GAAP EPS to adjusted EPS. (5) See page 19 for a calculation of free cash flow per share. (6) Adjusted EBITDA margin is calculated as adjusted EBITDA divided by net revenue. Three Months Ended March 31, % Change 2016 2015(1) Q1 As Reported Net Revenue $115.6 $93.0 24% Operating Expenses (83.8) (73.2) 15% Adjusted EBITDA (2) $31.7 $19.8 60% Adjusted EBITDA Margin % (2)(6) 27% 21% 6 pts Net Incom e $8.4 $5.5 52% Adjusted Net Incom e(3) 16.9 10.8 57% GAAP EPS $0.17 $0.11 55% Adjusted EPS(4) 0.35 0.24 45% Pro Form a Net Revenue $115.6 $130.1 (11%) Operating Expenses (83.8) (108.5) (23%) Adjusted EBITDA (2) $31.7 $21.6 47% Adjusted EBITDA Margin % (2)(6) 27% 17% 10 pts

 
GAIN Capital 21 Corporate and Other Financial Results Three M onths Ended M arch 31, TTM 2016 2015 (1 ) 3/31/2016 Revenue ($0.5) ($1.9) ($2.3) Em ployee Com p & Ben 3.5 3.5 13.1 Other Operating Exp. 3.0 2.5 11.5 Adjusted EBITDA ($7.0) ($7.9) ($26.9) % Margin NA NA NA Note: Dollars in millions. Columns may not add due to rounding. (1) As restated for Q1 2015. See the Company’s Form 10-Q/A filed on May 3, 2016 for additional information.

 
GAIN Capital 22 Reconciliation of Segment Adjusted EBITDA to Income Before Income Tax Expense 3 M onths Ended M arch 31, 2016 2015 (1 ) Retail segm ent $36.3 $23.0 Institutional segm ent 1.5 3.5 Futures segm ent 1.0 1.2 Corporate and other (7.0) (7.9) Segm ent adjusted EBITDA $31.7 $19.8 Depreciation and am ortization $3.2 $2.0 Purchased intangible am ortization 3.9 2.2 Restructuring expenses 0.8 - Integration expenses 0.8 0.1 Legal settlem ents 9.4 - SNB bad debt provision - 2.5 Operating profit $13.7 $13.1 Interest expense on long term borrowings 2.6 1.5 Incom e before incom e tax expense $11.1 $11.6 Note: Dollars in millions. Columns may not add due to rounding. (1) As restated for Q1 2015. See the Company’s Form 10-Q/A filed on May 3, 2016 for additional information.

 
GAIN Capital 23 Pro Forma Reconciliation – Q1 2015(1) Note: Dollars in millions. Columns may not add due to rounding. (1) As restated for Q1 2015. See the Company’s Form 10-Q/A filed on May 3, 2016 for additional information. Q1 2015 Q2 2015 GAIN CITY TOTAL Retail 72.9$ 36.0$ 108.9$ Institutional 9.9 - 9.9 Futures 11.5 - 11.5 Operating revenue 94.3 36.0 130.3 Other (1.4)$ 1.1 (0.3) Net Interest 0.1 - 0.1 Net revenue 93.0 37.1 130.1 Net Incom e 5.5$ (4.0) 1.5 Depreciation & am ortization 2.0 2.4 4.4 Purchased intangible am ortization 2.2 3.1 5.3 Interest Expense 1.5 - 1.5 Incom e tax expense 5.7 - 5.7 Acquisition costs 0.0 - 0.0 Restructuring - 0.3 0.3 Integration Costs 0.1 - 0.1 Acquisition contingent consideration adjustm ent- - - Bad debt related to SNB event in January 15 2.5 - 2.5 Net incom e attributable to NCI 0.3 - 0.3 Adjusted EBITDA 19.8$ 1.8$ 21.6$

 
GAIN Capital 24 Historical Segment Results Q1 2015 Retail Institutional Futures Corporate & Other Total Revenue $73.3 $10.1 $11.5 ($1.9) $93.0 Em ployee Com p & Ben $12.1 $4.0 $2.5 $3.5 $22.1 Marketing 4.2 0.1 0.3 - 4.6 Referral Fees 22.7 - 3.9 - 26.6 Other Operating Exp 11.3 2.5 3.6 2.5 19.9 Adjusted EBITDA $23.0 $3.5 $1.2 ($7.9) $19.8 Margin % 31% 35% 10% NA 21% Q2 2015 Retail Institutional Futures Corporate & Other Total Revenue $87.6 $8.9 $10.9 ($0.4) $107.0 Em ployee Com p & Ben $20.6 $4.3 $2.7 $3.2 $30.8 Marketing 8.2 0.0 0.3 - 8.5 Referral Fees 26.0 - 3.6 - 29.6 Other Operating Exp 20.7 2.5 3.3 2.6 29.1 Adjusted EBITDA $12.1 $2.1 $1.0 ($6.2) $9.0 Margin % 14% 24% 9% NA 8% Note: Dollars in millions. Columns may not add due to rounding.

 
GAIN Capital 25 Historical Segment Results (cont.) Q3 2015 Retail Institutional Futures Corporate & Other Total Revenue $107.4 $8.7 $12.5 ($0.5) $128.1 Em ployee Com p & Ben $18.3 $3.9 $3.0 $3.5 $28.7 Marketing 7.2 0.0 0.2 - 7.4 Referral Fees 23.9 - 4.6 - 28.5 Other Operating Exp 24.3 2.4 3.7 3.0 33.4 Adjusted EBITDA $33.7 $2.4 $1.0 ($7.0) $30.1 Margin % 31% 28% 8% NA 24% Q4 2015 Retail Institutional Futures Corporate & Other Total Revenue $82.9 $7.4 $10.9 ($0.7) $100.5 Em ployee Com p & Ben $16.5 $3.1 $2.4 $2.9 $24.9 Marketing 6.6 - 0.2 - 6.8 Referral Fees 14.6 - 4.2 - 18.8 Other Operating Exp 20.0 2.2 3.4 2.9 28.5 Adjusted EBITDA $25.2 $2.1 $0.7 ($6.5) $21.5 Margin % 30% 28% 6% NA 21% Note: Dollars in millions. Columns may not add due to rounding.

 
GAIN Capital 26 2015 Quarterly Adjusted Net Income and EPS Three M onths Ended 3/31/2015 (1 ) 6/30/2015 (1 ) 9/30/2015 (1 ) 12/31/2015 Net incom e $5.5 ($7.1) $1.0 $10.9 Incom e tax 5.7 (6.0) 7.9 (11.0) Non-controlling interest 0.3 0.4 0.6 0.4 Pre-tax incom e $11.6 ($12.7) $9.4 $0.2 Adjustm ents 2.6 16.7 10.9 11.7 Adjusted pre-tax incom e $14.2 $3.9 $20.4 $11.9 Norm alized incom e tax (2) (3.1) (0.9) (4.5) (2.6) Non-controlling interest (0.3) (0.4) (0.6) (0.4) Adjusted net incom e $10.8 $2.7 $15.3 $9.0 Adjusted earnings per com m on share: Basic $0.25 $0.05 $0.31 $0.18 Diluted $0.24 $0.05 $0.31 $0.18 Note: Dollars in millions, except per share data. Columns may not add due to rounding. (1) As restated for Q1 2015. See the Company’s Form 10-Q/A filed on May 3, 2016 for additional information. (2) Assumes 22% tax rate.

 
GAIN Capital 27 Retail OTC PnL/mm $84 $79 $110 $109 $94 $93 $110 $105 $0 $20 $40 $60 $80 $100 $120 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15 Q3 15 Q4 15 Q1 16 Quarterly Trailing 12 Months Trailing 12 Months - Pro Forma

 
GAIN Capital 28 Quarterly Operating Metrics Note: Volumes in billions; assets in millions. Definitions for all operating metrics are available on page 29. Three M onths Ended, Dec-14 M ar-15 Jun-15 Sep-15 Dec-15 M ar-16 Retail OTC Trading Volum e $821.3 $894.6 $1,160.2 $1,118.4 $812.6 $861.7 OTC Average Daily Volum e $12.6 $14.2 $17.8 $16.9 $12.5 $13.5 Active OTC Accounts 94,895 99,017 148,730 149,846 146,977 136,559 Institutional ECN Volum e $430.8 $495.7 $502.8 $451.2 $415.4 $531.6 ECN Average Daily Volum e $6.6 $7.9 $7.7 $6.8 $6.4 $8.3 Swap Dealer Volum e $282.4 $240.8 $183.2 $198.5 $184.3 $186.6 Swap Dealer Average Daily Volum e $4.3 $3.8 $2.8 $3.0 $2.8 $2.9 Futures Futures Contracts 1,979,013 2,381,073 2,055,878 2,203,456 2,065,094 2,334,769 Futures Average Daily Contracts 31,920 39,034 32,633 34,429 32,779 38,275 Active Futures Accounts 8,184 8,562 8,799 8,567 8,668 8,890

 
GAIN Capital 29 Definition of Metrics • Active Accounts: 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 First Quarter 2016 May 2016

 

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