GAIN Capital Reports 50% Growth in Revenue; Record Client Assets

       GAIN Capital Reports 50% Growth in Revenue; Record Client Assets

-Net revenue increases 50% to $49.8 million from $33.2 million

-Net income of $4.3 million, compared with net loss of $1.3 million

-EBITDA* rises to $7.5 million from $1.3 million

-April metrics show continued positive momentum

-Signs transformational acquisition of Global Futures & Forex (GFT)

PR Newswire

BEDMINSTER, N.J., May 7, 2013

BEDMINSTER, N.J., May 7, 2013 /PRNewswire/ -- GAIN Capital Holdings, Inc.
("GAIN") (NYSE: GCAP), a leading global provider of online trading services,
reported net income of $4.3 million, or $0.11 per diluted share, for the first
quarter of 2013, on net revenue of $49.8 million.

"I am pleased to report strong results for the first quarter, with a 50%
increase in net revenue and EBITDA rising to $7.5 million from $1.3 million,
as all of our core business areas posted significant growth amid improved
market conditions," said Glenn Stevens, CEO of GAIN Capital. "At the same
time, we accelerated the diversification of our net revenue, with
commission-based businesses representing 22% of net revenue in the first
quarter, compared with 11% in the first quarter of 2012."

"We also reported positive trends in key operating metrics, with client assets
rising 40% to a record $456.9 million and funded accounts growing 36% to
100,020, thanks to a mix of acquisitions and organic growth. This was
accomplished while managing costs in order to achieve significant operating

"Our positive momentum continued in April, which saw retail and institutional
volumes increase 26% and 103% on a year-over-year basis, while futures DARTs
rose 10% from March 2013. With superior product offerings in our retail,
institutional and futures businesses, GAIN has been able to capitalize on
improved market conditions across its expanding global operations," Mr.
Stevens said.

On April 25, 2013, GAIN Capital announced that it had signed a definitive
agreement to acquire Global Futures & Forex, LTD (GFT), a global provider of
retail forex and derivatives trading.

"GAIN's pending acquisition of GFT is a transformational transaction,
significantly increasing our scale and capacity to generate both revenue and
EBITDA, while adding a range of complementary businesses. Following our
acquisition of GFT's U.S. assets in December, we are well prepared to swiftly
integrate the two businesses following the close of the transaction,
capitalizing on synergies while ensuring continuity for clients," Mr. Stevens

"Looking ahead to the rest of the year, we see meaningful opportunities to
continue our growth. With the scale, diversity of products and revenue sources
and significant operating cost synergies provided by the GFT acquisition, as
well as the continued strong execution of our organic growth plan, we are
well-positioned to take advantage of any continued improvement in market
conditions in 2013 and beyond," Mr. Stevens concluded.

Consolidated Results

Net revenue for the first quarter of 2013 was $49.8 million, a 50% increase
from the prior year quarter. Revenue from the trading business was $35.3
million, compared with $29.5 million a year earlier, while revenue from the
commission-based business was $10.9 million, compared with $3.7 million in the
first quarter of 2012.

Growth in expenses was significantly lower than growth in revenue, with
expenses in the first quarter of 2013 increasing 27.1% from the prior year
quarter. This increase was largely driven by increases in variable costs,
including trading expense, as well as the inclusion of expenses related to
OEC, which was acquired in August 2012. In addition, GAIN was able to achieve
revenue growth even as marketing expenses were reduced 23.9%, to $5.4 million.

EBITDA for the first quarter rose to $7.5 million, from $1.3 million a year
earlier. EBITDA margin was 15% in the first quarter of 2013, compared with 4%
a year earlier.

Net income for the quarter was $4.3 million, or $0.11 per diluted share,
compared with a net loss of $1.3 million, or $0.04 per diluted share, a year

First Quarter Metrics

(Comparisons below are references to 1Q12)

  oNet revenue of $49.8 million, compared with $33.2 million
  oNet income of $4.3 million, compared with a net loss of $1.3 million
  oDiluted EPS of $0.11, compared with ($0.04)
  oEBITDA* of $7.5 million, compared with $1.3 million
  oTotal retail trading volume of $431.8 billion, compared with $385.1
  oTotal institutional trading volume of $889.9 billion, compared with $468.0
  oDaily average revenue trades (DARTs) of 13,238 in GAIN's futures business,

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

GFT Acquisition

On April 25, 2013, GAIN Capital announced that it had signed a definitive
agreement to acquire Global Futures & Forex, LTD (GFT), a global provider of
retail forex and derivatives trading. The purchase price is approximately
$107.8 million which, including approximately $80 million of GFT cash at
closing, results in a net purchase price of $27.8 million.

The purchase price will be paid with $40 million in cash, a five-year $40
million seller note and the issuance of approximately 4.9 million shares of
GAIN common stock. The transaction is expected to close in the third quarter
and to be accretive in the first full quarter after closing; first year
operating synergies are estimated at $35-$45 million.

Preliminary April Metrics

GAIN's April retail trading volume was $145.8 billion, an increase of 26% from
April 2012 and 4% from March 2013.

Institutional volume in April was $315.8 billion, an increase of 103% from
April 2012 and 17% from March 2013.

OEC's DARTs for April were 14,773, up 10% from March 2013.

The metrics set forth above are preliminary and are subject to change. Full
April metrics will be released next week. Operating metrics for each
subsequent month will be released in the middle of the following month.


The Board of Directors approved a quarterly dividend of $0.05 per share, to be
paid on June 21, 2013 to shareholders of record as of June 12, 2013.

Conference Call

GAIN Capital will host a conference call today, Tuesday May 7, 2013, at 5pm
ET. Those wishing to listen to the call should dial +1-866-318-8613 (U.S.
domestic) or +1-617-399-5132 (international) and enter the passcode 56522691 #
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 (

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 34206001#. 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, 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; andGAIN Securities, Inc.(member FINRA/SIPC), a licensed U.S.

GAIN Capitalis headquartered inBedminster, New Jersey,with a global
presence across North America, Europe and the Asia Pacific regions. For
further company information,

Condensed Consolidated Statements of Operations

In millions, except per share data

                                                Three Months Ended March31,
                                                2013             2012
Trading revenue                                 $          $      
                                                35.3             29.5
Commission revenue                              10.9             3.7
Other revenue                                   3.6              0.1
Total non-interest revenue                      49.8             33.3
Interest revenue                                0.1              0.1
Interest expense                                (0.1)            (0.2)
Total net interest revenue / (expense)          -                (0.1)
Net revenue                                     49.8             33.2
Employee compensation and benefits              13.3             10.3
Selling and marketing                           5.4              7.1
Trading expenses and commissions                15.7             8.7
General and administrative                      5.6              4.2
Depreciation and amortization                   1.6              1.1
Purchased intangible amortization               0.6              1.9
Communications and technology                   2.2              1.8
Bad debt provision                              0.2              -
Total                                           44.6             35.1
Income / (loss) before tax expense              5.2              (1.9)
Income tax expense / (benefit)                  0.9              (0.6)
Net income / (loss)                             $         $     
                                                4.3              (1.3)
Earnings / (loss) per common share:
Basic                                           $          $    
                                                0.12             (0.04)
Diluted                                         $          $    
                                                0.11             (0.04)
Weighted average common shares outstanding used
in computing earnings per common
Basic                                           35,052,375       34,480,705
Diluted                                         37,331,592       34,480,705

Condensed Consolidated Balance Sheet
In millions, except share data
                                        March 31,         December 31,

                                        2013              2012
Cash and cash equivalents               $      12.1  $        36.8
Cash and securities held for customers  456.9             446.3
Short term investments                  1.4               1.4
Receivables from banks and brokers      124.7             89.9
Property and equipment, net             10.7              11.0
Prepaid assets                          7.7               7.7
Goodwill                                9.0               9.0
Intangible assets, net                  9.2               9.9
Other assets                            18.8              17.9
Total assets                            $     650.5  $       629.9
Payables to customers, brokers,
dealers, FCMs and other regulated       $     456.9  $       446.3
Accrued compensation and benefits       5.5               6.1
Accrued expenses and other liabilities  11.5              12.5
Income tax payable                      3.0               1.3
Notes payable                           10.0              -
Total liabilities                       486.9             466.2
Shareholders' Equity                    163.6             163.7
Total liabilities and shareholders'     $   650.5       $   629.9

(*)Reconciliation of GAAP Net Income to EBITDA and EBITDA Margin

EBITDA is a non-GAAP financial measure that represents our earnings before
interest, taxes, depreciation and amortization. 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 EBITDA assists investors in
evaluating our operating performance. However, because 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.

EBITDA Margin is EBITDA over revenue excluding interest expense.

Reconciliation of GAAP Net Income to EBITDA and EBITDA Margin

In millions

                                                Three Months Ended

                                                March 31,
                                                2013            2012
Net revenue                                     $    49.8   $    33.2
Interest expense                                0.1             0.2
Net revenue (Ex. interest expense)              $     49.9  $     33.4
Net income / (loss) applicable to GAIN Capital  $          $    
Holdings, Inc.                                  4.3             (1.3)
Add back:
Depreciation and amortization                   1.6             1.1
Purchased intangible amortization               0.6             1.9
Interest expense                                0.1             0.2
Income tax expense / (benefit)                  0.9             (0.6)
EBITDA                                          $          $     
                                                7.5             1.3
EBITDA Margin                                   15.0%           3.9%

Forward-Looking Statements:

In addition to historical information, this earnings release contains
"forward-looking" statements that reflect management's expectations for the
future. The forward-looking statements contained in this earnings release
include, without limitation, statements relating to GAIN Capital's
expectations regarding the opportunities and strengths of the combined company
created by the proposed business combination of GAIN and GFT, anticipated cost
and revenue synergies as well as expected growth in financial and operating
metrics, the strategic rationale for the proposed business combination,
including expectations regarding product offerings, growth opportunities,
value creation, and financial strength, and the timing of the closing. 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 18, 2013, 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 Open E Cry
and Global Forex & Futures, LTD, 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 presentation. GAIN Capital undertakes
no obligation to revise or update publicly any forward-looking statement for
any reason unless required by law.

SOURCE GAIN Capital Holdings, Inc.

Contact: Media: Mike Geller, Edelman for GAIN Capital, +1 212.729.2163,; or Investor Relations: Hugh Collins and Lynn Morgen, MBS
Value Partners, +1 212.750.5800,
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