GAIN Capital Reports 2012 Fourth Quarter & Full Year Results

         GAIN Capital Reports 2012 Fourth Quarter & Full Year Results

  PR Newswire

  BEDMINSTER, New Jersey, March 12, 2013

Effective execution of diversification strategy puts Company in strong
position for growth; Multi-year low in market volatility in the fourth quarter
impacted retail results; initial 2013 results indicate renewed retail client
engagement

For full year 2012:

-Acquisitions and organic growth drove 44% increase in client assets to $446.3
million

-Net income of $2.6 million; $0.07 per diluted share

-Adjusted net income of $5.5 million; $0.14 per diluted share

-Adjusted EBITDA of $11.1 million

BEDMINSTER, New Jersey, March 12, 2013 /PRNewswire/ -- GAIN Capital Holdings,
Inc. ("GAIN") (NYSE: GCAP), a leading global provider of online trading
services, reported its results for the fourth quarter and full year 2012.

"In 2012, we made significant progress in our diversification strategy through
both organic initiatives and targeted acquisitions," said Glenn Stevens, CEO
of GAIN Capital. "Notable achievements include the growth of our institutional
platform, GTX, which more than tripled its revenue year-on-year, as well as
the purchase and successful integration of futures broker Open E Cry (OEC),
which helped drive a 44% increase in client assets to $446 million at year
end. In our core retail OTC business, we expanded our product offering to
include more than 450 CFD and FX markets, from 70 in 2011, and launched new
international services. Our full year 2012 performance demonstrated our
ability to operate profitably in spite of weak market conditions that limited
retail client engagement throughout most of the year."

"In December 2012, we successfully completed the acquisition of the U.S.
business of GFT Forex, and in early 2013 we acquired the U.S. business of FX
Solutions, illustrating that GAIN has become a partner of choice for M&A
transactions, with a reputation as a fair counterparty with proven integration
skills."

"These initiatives and acquisitions have positioned GAIN to capitalize on
improved market conditions in 2013. While remaining low by historical levels,
FX volatility rose the first two months of the year, and we are seeing a
sequential growth across our business lines. As we move through 2013, our
focus is to offer market-leading technology and service in our retail OTC
business, scale up our institutional and futures offering and seek out
additional acquisition opportunities to further scale our business," Mr.
Stevens concluded.

Retail business

For the full year 2012, GAIN's retail OTC business generated revenue of $127.5
million, compared with $175.9 million in 2011. Total retail trading volume was
$1.3 trillion, compared with $1.6 trillion in 2011. Significant developments
for the year included the launch of TRADE, a platform giving access to more
than 450 CFD and FX markets, as well as new services for the German and
Canadian markets, and the acquisition of the U.S. business of GFT Forex.

"The full year 2012 saw volatility measures drop to multi-year lows, with
short upticks of volatility interrupting an overall downward trend. During the
year, we took measures to grow our retail business in terms of products,
geographic footprint and client assets, while cutting $20.8 million in costs
related to the retail business," Glenn Stevens commented. "With higher levels
of volatility in the first months of 2013, we believe these factors, combined
with our global brand recognition, position us well to profitably re-engage
retail traders."

For the fourth quarter, GAIN reported retail trading revenue of $22.9 million,
compared with $29.8 million a year earlier, while retail OTC volume fell to
$298.8 billion, from $366.4 billion in the fourth quarter of 2011.

Institutional and futures businesses

For the full year 2012, GAIN's institutional business generated revenue of
$15.6 million, compared with $4.4 million in 2011. Total institutional volume
for the year was $2.0 trillion, compared with $853.9 billion a year earlier.
Notable developments for the year included the expansion of our execution desk
and the appointment of Joseph Wald to lead the institutional business.

"This was a landmark year for our GTX institutional business, which rapidly
gained traction among key institutional customers, including banks, hedge
funds and high frequency traders, even as many of our competitors saw
declining volumes," said Glenn Stevens. "With our new leadership structure in
place, we are confident that GTX is poised to enter a new phase of growth,
reaching new clients with an expanded product offering."

In the fourth quarter, the institutional business reported revenue of $3.4
million, compared with $1.3 million in the fourth quarter of 2011.
Institutional volume for the quarter was $538.4 billion, compared with $386.4
billion a year earlier. Our institutional business's results in the fourth
quarter of 2011 included high-volume customers acquired from Deutsche Bank
earlier in the year.

OEC, GAIN's exchange-traded futures business which was acquired in August
2011, reported revenue of $4.4 million for the fourth quarter, with daily
average revenue trades of 13,000 during the quarter.

"OEC is already making a significant contribution to GAIN's overall revenue,
highlighting the potential of the futures market," said Glenn Stevens. "We
will continue to scale OEC in 2013, boosting margins and exploiting synergies
with our retail OTC offerings."

Full Year Metrics

(Comparisons below are referenced to 2011)

  *Net revenue of $151.4 million, compared to $181.5 million
  *Net income of $2.6 million, compared to $15.7 million
  *Adjusted EBITDA* of $11.1 million, compared to $36.6 million
  *Adjusted net income* of $5.5 million, compared to $21.7 million
  *Diluted EPS of $0.07, compared to $0.40
  *Adjusted diluted EPS* of $0.14, compared to $0.56
  *Total retail trading volume of $1.3 trillion, compared to $1.6 trillion
  *Total institutional trading volume of $2.0 trillion, compared to $853.9
    billion
  *Total retail client assets of $446.3 million, compared with $310.4
    million.

(*See below for reconciliation of non-GAAP financial measures)

Fourth Quarter Metrics

(Comparisons below are referenced to 4Q11)

  *Net revenue of $32.4 million, compared to $31.6 million
  *Net (loss) of $(3.8) million, compared to $(3.3) million
  *Adjusted EBITDA* of $(5.0) million, compared to $(3.1) million
  *Adjusted net (loss)* of $(3.3) million, compared to $(1.6) million
  *Diluted EPS of $(0.11), compared to $(0.10)
  *Adjusted diluted EPS* of $(0.09), compared to $(0.05)
  *Total retail trading volume of $298.8 billion, compared to $366.4 billion
  *Total institutional trading volume of $538.4 billion, compared to $386.4
    billion
  *Daily average revenue trades of approximately 13,000 in our futures
    business

(*See below for reconciliation of non-GAAP financial measures)

Conference Call

GAIN Capital will host a conference call today, Tuesday, March 12, 2013, at
5pm ET. Those wishing to listen to the call should dial +1-800-798-2864 (U.S.
domestic) or +1-617-614-6206 (international) and enter the passcode 69719827 #
at least 10 minutes prior to the start of the call. A live audio webcast of
the call, as well as PDF copies of this release and an accompanying
presentation, will also be available on the investor relations section of the
GAIN Capital website ( http://ir.gaincapital.com ).

The audio replay will be available for one week after the call by dialing
+1-888-286-8010 (U.S. domestic) or +1-617-801-6888 (international) and
entering passcode 46749889#. The replay will be available starting
approximately two hours after the completion of the call.

About GAIN Capital

GAIN Capital Holdings, Inc. (NYSE: GCAP) is a global provider of online
trading services. GAIN's innovative trading technology provides market access
and highly automated trade execution services across multiple asset classes to
a diverse client base of retail and institutional investors.

GAIN's businesses include FOREX.com, which provides retail traders around the
world access to a variety of global OTC financial markets, including forex,
precious metals and CFDs on commodities and indices; GTX, a fully independent
FX ECN for hedge funds and institutions; OEC, an innovative online futures
broker; and GAIN Securities, Inc. (member FINRA/SIPC), a licensed U.S.
broker-dealer.

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 .

                    Consolidated Statements of Operations
                     In millions, except per share data
                                 (unaudited)
                             Three Months Ended        Twelve Months Ended
                                December31,               December31,
                              2012         2011         2012         2011
REVENUE:
Trading revenue            $   22.9  $   29.8  $   127.5  $   175.9
Commission revenue                 7.8          1.4         21.4          4.6
Other revenue                      1.6          0.4          2.3          1.8
Total non-interest
revenue                           32.3         31.6        151.2        182.3
Interest revenue                   0.2          0.3          0.6          0.6
Interest expense                 (0.1)        (0.3)        (0.4)        (1.4)
Total net interest
revenue / (expense)                0.1            -          0.2        (0.8)
Net revenue                       32.4         31.6        151.4        181.5
EXPENSES:
Employee compensation and
        benefits         12.0         11.5         47.5         46.4
Selling and marketing              6.9          8.2         27.0         36.2
Trading expenses and
commissions                       11.2          7.5         38.0         33.0
General and
administrative                     5.1          5.5         20.1         21.8
Depreciation and
amortization                       1.7          1.0          4.9          3.9
Purchased intangible
amortization                       0.7          2.5          4.1          8.9
Communications and
technology                         2.1          2.0          7.7          7.1
Bad debt provision                 0.1          0.1          0.4          0.9
Restructuring (1)                    -            -          0.6            -
Total                             39.8         38.3        150.3        158.2
Income / (loss) before
tax expense                      (7.4)        (6.7)          1.1         23.3
Income tax expense /
(benefit)                        (3.6)        (3.4)        (1.5)          7.6
                                              $        $         $   
Net income / (loss)       $   (3.8)       (3.3)         2.6         15.7
Earnings / (loss) per
common share:
                                              $        $   
Basic                     $   (0.11)       (0.10)         0.08  $   0.46
                                              $  
Diluted                   $   (0.11)       (0.10)  $   0.07  $   0.40
Weighted average common
shares outstanding used
in computingearnings per
common share:
Basic                       35,081,311   34,205,991   34,940,800   34,286,840
Diluted                     35,081,311   34,205,991   37,880,208   38,981,792

(1) Non-recurring expenses relating to cost-savings effected in 2Q 2012.

                         Consolidated Balance Sheet
                       In millions, except share data
                                 (unaudited)
                                                       As of December31,
                                                      2012         2011(1)
ASSETS:
Cash and cash equivalents                          $   36.8  $    60.3
Cash and securities held for customers                   446.3          310.4
Short term investments                                     1.4            0.1
Receivables from banks and brokers                        89.9           85.4
Property and equipment - net of accumulated
depreciation                                              11.0            7.5
Prepaid assets                                             7.7            9.9
Goodwill                                                   9.0            3.1
Intangible assets, net                                     9.9           10.8
Other assets                                              17.9           18.1
Total assets                                       $   629.9  $    505.6
LIABILITIES AND SHAREHOLDERS' EQUITY:
Payables to customers, brokers, dealers, FCMs and
other regulated entities                           $   446.3  $    310.4
Accrued compensation and benefits                          6.1            4.9
Accrued expenses and other liabilities                    12.5           14.9
Income tax payable                                         1.3            2.6
Notes payable                                                -            7.9
Total liabilities                                        466.2          340.7
Shareholders' Equity                                     163.7          164.9
Total liabilities and shareholders' equity           $  629.9     $  505.6

(1) Previously the Company presented all of its cash and cash equivalents in
"Cash and cash equivalents" on the Consolidated Balance Sheet. However, in an
effort to improve clarity of presentation and reflect the separation between
the cash on hand which correlates to amounts held on behalf of customers and
free cash, the Company has separated all cash and cash equivalents into "Cash
and cash equivalents" and "Cash and securities held for customers".

(*) Reconciliation of Net Income to Adjusted Net Income and Adjusted EPS

Adjusted net income is a non-GAAP financial measure and represents our net
income excluding the after-tax impact of amortization of purchased
intangibles. 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.

          Reconciliation of GAAP Net Income to Adjusted Net Income
                      In millions except per share data
                                 (unaudited)
                              Three Months Ended December  Year EndedDecember
                                          31,                     31,
                                  2012           2011         2012      2011
Net (loss) / income
applicable to GAIN Capital                                                $ 
Holdings, Inc.                  $   (3.8)   $   (3.3)   $   2.6   15.7
Add back of purchased
intangible amortization, net
of tax                                  0.5           1.7         2.9     6.0
                                                                          $ 
Adjusted net (loss) / income    $   (3.3)   $   (1.6)    $  5.5   21.7
Adjusted (loss) / earnings
per common share:
                                                                          $ 
Basic                           $  (0.09)   $  (0.05)   $  0.16   0.63
                                                                          $ 
Diluted                         $  (0.09)   $  (0.05)   $  0.14   0.56

Reconciliation of GAAP Net Income to Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that represents our earnings
before interest, taxes, depreciation, amortization and non-recurring expenses.
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.

Adjusted EBITDA Margin is Adjusted EBITDA over revenue excluding interest on
our note payable.

Reconciliation of GAAP Net Income to EBITDA and EBITDA Margin Reconciliation
                                 In millions
                                 (unaudited)
                                 Three Months Ended      Year EndedDecember
                                    December 31,                 31,
                                 2012         2011         2012       2011
Net revenue                     $  32.4    $  31.6   $  151.4  $  181.5
Interest expense (on note)              -          0.1         0.4        0.5
Net revenue (Ex. interest
expense on note)               $   32.4   $   31.7  $  151.8  $  182.0
Net (loss) / income
applicable to GAIN Capital
Holdings, Inc.                $   (3.8)  $   (3.3)   $   2.6  $  15.7
Add back:
Depreciation and
amortization                          1.7          1.0         4.9        3.9
Purchased intangible
amortization                          0.7          2.5         4.1        8.9
Interest expense (on note)              -          0.1         0.4        0.5
Restructuring(1)                        -            -         0.6          -
Income tax (benefit) /
expense                             (3.6)        (3.4)       (1.5)        7.6
Adjusted EBITDA               $   (5.0)  $   (3.1)  $   11.1  $  36.6
Adjusted EBITDA Margin(2)        (15.4) %       (9.8)%        7.3%      20.1%
(1) Non-recurring expenses related to cost savings effected in 2Q 2012
(2) Adjusted EBITDA Margin calculated as Adjusted EBITDA / Net revenue (Ex.
Interest expense)

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, as filed with the Securities and
Exchange Commission on March 15, 2012, 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, including changes in regulation of the futures companies, errors
or malfunctions in our 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, including the
successful integration of OEC, our ability to effectively compete in the
futures industry, 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.

Website: http://www.gaincapital.com
Contact: Investor Relations: MBS Value Partners, Hugh Collins,
hugh.collins@mbsvalue.com, or Lynn Morgen, lynn.morgen@mbsvalue.com,
+1-212-750-5800; or Public Relations: Edelman, Mike Geller,
mike.geller@edelman.com, +1-212-729-2163, or Chris Mittendorf,
chris.mittendorf@edelman.com, +1-212-704-8134