|Shares Out. (in M):||49||P/E||0||0|
|Market Cap (in $M):||365||P/FCF||0||0|
|Net Debt (in $M):||119||EBIT||0||0|
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Link to the PDF of this write-up:https://www.dropbox.com/s/cnupy6olz0n9wfy/GCAP.pdf?dl=0
GCAP is a high cash flow generating FX trading platform that is well position to benefit from a prolonged period of above average currency volatility, a scenario that we believe is highly likely given the current Macro landscape.
GCAPs institutional FX ECN, GTX, is a hidden gem that could be worth over 46% of GCAP’s enterprise value, but represents less than 14% of its EBITDA. We believe GTX may be monetized within the next 12-24 months.
GCAP remains substantially undervalued both intrinsically and relative to its peers. GCAP currently trades for 5.7x 2016 and 3.6x our 2017 EPS estimates (5.8x 2016 and 4.3x 2017 consensus EPS). At a 10x 2017 P/E multiple, which is undemanding, the stock has 175% upside. Our base case DCF shows an upside of 210%.
Excluding GTX’s implied value, GCAP’s non-GTX business is trading at 2.0x our estimate for its 2017 EPS.
Even with downside assumptions consistent with historical low levels of profitability, we believe the stock only has -6% downside.
GAIN Capital Holdings, Inc. is a global provider of trading services and solutions, specializing in over-the-counter (OTC) and exchange-traded markets. Gain operates two segments: retail and institutional. Its retail segment operates under the names Forex.com and City Index. Both online trading platforms offer retail clients access to spot FX, CFDs, and Equity Indices. The retail segment also includes a futures trading platform. Gain’s institutional segment, operating under the name GTX, is an independent FX ECN that provides institutional customers access to spot FX, currency swaps, currency futures and currency options. For more background please reference piggybanker’s VIC write up from Feb, 2015 and the GCAP’s most recent investor presentation (link below).
RISE OF CURRENCY VOLATILITY:
An uneven global recovery and divergent global central bank policies have set the stage for what we believe will result in a prolonged period of interest rate volatility. Interest rate differentials, monetary intervention, and sovereign balance sheet changes are some of the key drivers of currency movements. We speculate that a prolonged period of currency volatility will concurrently result.
The Fed is possibly set to begin rate hikes at year end, 2015. However, the European Central Bank continues its ultra-expansionary monetary policy of low rates and quantitative easing. The Bank of Japan (BOJ) is trying to combat decades of low inflation and stagnant growth by explicitly targeting a weaker yen. China recently devalued the Yuan in attempts to stimulate exports as it grapples with reduced growth expectations. Further, the commodity super cycle has burst, resulting in elevated currency volatility in many commodity linked currency pairs such as the Canadian and Australian dollars.
People with their own macroeconomic bent might debate the efficacy of all these interventions, but with our Austrian Economic bias, we find them thoroughly without merit. Either way, given the aforementioned Macro landscape, we believe GCAP stands to benefit from a prolonged period of higher than average currency volatility for two reasons. First, elevated currency volatility should result in increased trading volume. Secondly, elevated currency volatility should help drive increased account growth. The CVIX remains the best gauge for measuring currency volatility. Figure 1 shows that the CVIX has averaged 9.52 since its inception in 2001. While we can easily envision the CVIX rising to levels closer to those seen in 2009-2011 (i.e. 30% above the historical mean), the 2015 YTD CVIX levels (9.2% above the historical mean) represent our base case currency volatility levels. YTD we have already seen a Swiss Franc crash, strength in the USD, volatility in the commodity linked currencies and a devaluation of the Yuan. If our Macro assumptions hold true, this level of eventfulness in the currency markets should persist for the intermediate term, which we define as the next 2-3 years. By analyzing the historical CVIX chart we note that periods of above trend and below trend volatility typically last for periods of 3 or 4 years (Figure 2). Although our base case assumes average currency volatility through our projection period ending in 2018, we find that odds are better than average that volatility will be higher as referenced by our upside scenario.
CVIX should correlate with the number of DARTS/Account. Conceptually, traders will trade more in periods of in higher volatility than periods of lower volatility. We model account growth and the impact of currency volatility independently.
Figure 1: Historical CVIX volatility (Mean: 9.52 Present: 10.08)
CORE DRIVERS OF CASH FLOW GROWTH
The growth of the company’s cash flows will be driven by the following four main factors:
Organic Growth- GCAPs underappreciated growth profile
While the majority of GCAP’s growth has come by acquisition in the past, we conjecture that the majority of GCAPs growth will come organically in the future. Our base case organic growth expectations (Figure 3) for 2016 were provided by GCAPs management team. We note that the Retail, Futures and GTX segments all compete in fragmented industries with secular tailwinds that provide a long runway for growth.
Retail FX Growth: Retail Adoption of FX as an Asset Class
FX is the single largest asset class and has a low correlation with equity returns. In fact, many institutional investors treat FX as a separate asset class: a source for both alpha and hedging. In many cases FX is the cheapest and most direct way to play a macro thesis. We suspect that this thinking is starting to be adopted by the Retail class. This growth in the retail FX market is being driven by traders in Asia, Europe and the Middle East. This growth may be accelerated by the proliferation of technology on both desktop and mobile platforms. Further, increased internet penetration in developing and emerging countries make online trading available to an audience that has never been tapped for online trading. GCAP serves 180 different countries and is well situated to capture business in new territories. According to the BIS Triennial Survey, retail represented only 3.5% of the global FX market in 2013. We further believe that FX has only a 1% penetration in retail portfolios. This small base provides an ample runway for growth. Since the beginning of the year 2015 to the end of August 2015, GCAP’s account growth has been up 6.8%, tracking our base case full year 2015 account growth estimate of 10.6%.
GTX Growth: Evolution of the Institutional FX Market Structure
The evolution of electronic trading continues to change the institutional FX market structure and drive incremental growth in the FX asset classes a whole. Increased competition has led to lower transaction costs for customers (i.e. lower spreads and lower commissions) and smaller average trade sizes. Figure 4 shows growth among market participants and FX instruments from 1998 to 2013. The most salient feature is the rise of the ‘other financial institutions’ category, representing asset managers, hedge funds, proprietary trading desks and high frequency traders. The Bank for International Settlements (BIS) suggests that ‘other financial institutions’ comprised 53% of spot volumes traded in 2013 compared to 28% in 2001. It is expected that this category will continue to take market share from reporting dealers (i.e. large banks) as a larger percentage of the overall volume gets executed electronically. Moreover, the growth of FX turnover in the ‘other financial institutions’ category (16% CAGR since 1998) has exceeded the growth of the FX market as a whole (9% CAGR since 1998). We expect this outsized growth to continue in the future. The bulk of the FX growth is expected to come from swaps and spot. Both of these factors continue to support growth of institutional ECNs such as GTX. While the Aite Group expects the FX market to grow from $5.5T to $7.8T from 2014-2019, representing a CAGR of 7.2%, we project that growth of institutional ECN ADV will be even larger.
This growth will be driven by GTX’s focus on quality liquidity and transparency. It is less focused on high frequency traders who utilize flash orders or other predatory behaviors. As such, we think GTX targets small and mid-tier institutional clients (hedge funds, asset managers, CTAs, proprietary trading desks and banks) to grow its customer base. We believe that user affinity to an institutional FX platform is inherently sticky. Traders are creatures of habit and so long as the platform has the requisite features/technology and liquidity (which we believe GTX does), traders remain unlikely to switch platforms. There remains an intrinsic switching cost to changing platforms in terms of time necessary to relearn/reprogram new software. That said, the main reason cited for switching platforms is poor customer service, something in which GTX prides itself in. While customer service may seem insignificant at first glance, bank liquidity providers give tiered liquidity streams based upon a customer’s perceived trading habits. A customer service agent will assist in the process of getting banks to give the customer a better tier of liquidity. For many of these reasons GTX has grown at a faster rate than the institutional ECN market and the FX market since its inception. We expect this trend to continue for several more years.
Figure 4: BIS Triennial Central Bank Survey Data. The FX market has been growing at 9% since 1998 and other financial institutions (i.e. institutional investors) have been growing at an above market rate and gaining market share
Synergies Capture: $50M on time and on target
GCAP is expected to achieve between $45M and 55M in cost synergies as a result of the City Index merger over the first 24 months post-closing (merger closed April 1, 2015). 20% of the synergies will be achieved over the first 12 months following closing and the remaining 80% will be achieved in the 12-24 month period following closing. These synergies will be achieved as GCAP consolidates six platforms down to two. 66% of the synergies will be from reduction of overlapping functions, 17% will be from reduction in software development costs, 13% will be from trading efficiencies and 5% will be from consolidation of office locations. As of the Q2 conference call the integration was on schedule and management was confident that they would ultimately meet or exceed the midpoint ($50M) of the guided range.
Margin Expansion: A story of operating leverage and synergy capture
The high degree of operating leverage in acquiring a new user, organically or via acquisitions, is one of the core strengths of GCAP’s business model. GCAP’s operating costs are largely fixed. We estimate incremental EBITDA margins for Retail are 35-40%, for Futures are 10-12% and for GTX are 30-35%. We project incremental EBITDA margins from increased trading volume in the existing customer base are closer to 40-50%. Thus, GCAP’s EBITDA margins will grow both from operating leverage as it grows its business lines and from cost synergies.
GCAP’s proforma TTM EBITDA margin was 21% while its 2014 EBITDA margin was 18%. We point out that quarterly volatility in EBITDA margins have been large, ranging from -2% in Q2 2014 to 29% in Q4 2014 over the proforma data provided by the company. EBITDA margin volatility correlates with volatility in retail revenue capture. This is a consequence of incremental revenue capture having little associated incremental expense other than the portion of referral fees related to revenue capture. We assume revenue related to incremental revenue capture has a 90% EBITDA margin.
We look at public comps to gauge where EBITDA margins could expand to as GCAP scales. FXCM had EBITDA margins of 23% and 32% in 2014 and 2013 respectively. The sell-side models 32% EBITDA margins for FXCM in future periods. We note that as of Q2 2015, GCAP has a higher ADV than FXCM.
Meanwhile, IG Group, whose revenue composition by asset class closely resembles GCAP after the City Index acquisition, had EBITDA margins of 46% in their fiscal year that ended Q2 2015 and 55% in their fiscal year that ended Q2 2014. The sell-side models EBITDA margins of 49% on a go forward basis. While IG Group is the dominant player in the CFD industry and has greater scale than GCAP, IG Group’s margins serve as the upper end of the range for where we can envision GCAP’s margins can expanding to. In our downside, base and upside case GCAP has 2017 EBITDA margins of 16%, 30%, and 39%, respectively
Possible Future Acquisitions: Likely but not imminent
Since its IPO in October 2010, GCAP used a period of low volatility to roll up retail FX businesses, growing client assets from $257M to $1.1B. While GCAP has the balance sheet to further consolidate a fragmented FX space and take advantage of competitors that were damaged by the Swiss Franc Crisis (Q1 2015), we do not feel that any acquisitions are imminent (GCAP remains focused on integrating City Index). We note that acquisitions remain a wildcard for transforming the business in the future. We speculate that future acquisitions will be in the retail FX space. In an acquisition, GCAP generally moves acquired clients onto its own platform, eliminating the acquisition target’s legacy platform and associated costs. In the GFT acquisition, GCAP was able to cut 40% of the pre-merger OPEX and in the City Index acquisition, GCAP has guided to achieving a 35% pre-merger OPEX reduction. Because of management’s competency in acquiring and successfully integrating trading assets, we believe acquisitions remain a viable growth strategy for GCAP in the future.
The five main catalysts that will increase the intrinsic value of GCAP are as follows:
Monetization of GTX’s value
Retail revenue capture reverting to the mean
Lack of attrition in account growth
Monetization of GTX value: Unlocking GTX’s 200M value
In the past 6 months, two acquisitions highlighted the value of FX institutional ECN assets. In January, Bats Global Markets purchased Hot Spot for $365M (16xTTM EBITDA and 8.1x TTM Sales) and in June, Deutsche Boerse acquired 360T for €725M (24.4x TTM EBITDA and 11.2x TTM Sales). In 2012 Thomson Reuters acquired FXAll for $625M (12.2xTTM EBITDA and 5.1x Sales). ICE has been in open discussion to acquire FastMatch (albeit the deal has been rumored to have fallen through) for a value rumored to be between $200M and $250M.
As a result of these lofty valuations, GCAP Management has started to highlight the value of the GTX business. Management noted that GTX has been consistently taking market share since initiating operations in 2010. GTX’s revenues grew 14% in the TTM period ending Q2 2015 and 48% in that TTM period ending Q2 2014 while its volumes grew 44% and 8% over those same periods. Management also highlighted the unit’s profitability by pointing out that GTX’s EBITDA margins range between 30% and 35%.
Based on transaction comps (Figure 5) GTX could be worth between $200-300M assuming the low end of the EBITDA margin range. At a $200 enterprise value GTX is worth $4.00 a share. This implies that the non-GTX business is trading for 2x our 2017 estimate of its earnings. GTX could be worth 46% of GTX’s current EV, yet represent only 13% of GCAP’s 2015 total EBITDA. We believe that management may monetize GTX in the next 12-24 months by either selling GTX to unlock its value or entering into a JV with an exchange to accelerate its growth profile.
We feel exchange operators, including NSDQ, ICE, LSE, EUREX, LSE, CME and SGX, would be the likely suitors for an FX ECN product. The main acquisition drivers are product diversity and technology. An acquisition of GTX immediately bolsters an exchanges presence in spot FX and secondarily in FX swaps, forwards, options and NDFs. Moreover, an FX ECN acquisition would bring about revenue synergies in the form of cross utilization of customer bases, driving additional volume across products. Further, an acquisition gives an exchange access to a technology that likely would take years to develop internally and to develop market traction.
Retail revenue capture reverting to the mean: Why the opportunity exists
GCAP missed EPS estimates in Q1 and Q2 squarely due to lower than expected revenue capture in the retail segment. We note that retail revenue capture is a fairly opaque input to the GCAP model. CVIX, average true range of the G8 currency pairs, and directionality of the trading environment are several of the variables that influence the revenue capture number. GCAP blamed the Q1 revenue capture miss on the one sided trading in the €/$ pair, which is the most active currency pair by volume. When trading is one-sided GCAP is unable to match retail order flow with other clients and must instead match it with bank liquidity providers. Meanwhile, the City Index acquisition (included in the Q2 numbers) further obfuscated the prediction of revenue capture by increasing the importance of other trading instruments. Figure 6 shows the retail segments exposure to asset class both pre-merger (Q1 2015) and post-merger (Q2 2015) with City Index. The Q2 revenue capture miss was attributed to the lower revenue capture in equity indices and commodities, most prominently in the DAX index.
While there is a lot of moving pieces that go into predicting FX and non-FX revenue capture, we believe, quarterly volatility notwithstanding, over a year, revenue capture should revert to the mean: some quarter’s revenue capture will be above trend and some will be below. Q3 and Q4 2014 were above trend while Q1 and Q2 2015 were below (Figure 7). Figure 8 shows the variability of retail revenue capture. Pro-forma revenue capture has varied between $76/M and $133/M over the past 7 quarters. This is important because, more than any other input, GCAP’s top and bottom lines are most sensitive to changes in revenue capture. This means that earnings volatility is a natural part of life as a GCAP investor.
The mean that revenue capture reverts to is also the topic for debate. The TTM pro-forma retail revenue capture average and the Q4 2013-Q2 2015 pro-forma average are both $105/M. However, management has guided analysts to model in a revenue capture of $92-95/M, which represents the TTM average of the revenue capture of one quarter of the combined GCAP/City Index retail segments and three quarters of the legacy GCAP operations. We speculate that management did this in order to conservatively manage expectations after a Q2 earnings miss and not because of any structural change to revenue capture. While we use the revenue capture of $95/M in our base case for conservatism, we note that if the long run revenue capture proves to be $105/M, there is substantial upside to our estimates as well as those of the sell side.
Lack of attrition in account growth: How GTX has gained market share
The revenue capture story overshadowed several account growth highlights from the first two quarters of this year. Account growth in the retail segment reaccelerated in Q1 and Q2 2015 after the retail unit purged some unprofitable accounts in Q4 2014. There was no meaningful account churn as a result of the City Index acquisition as many had predicted.
As a result, the proforma GCAP/City index retail FX segment gained market share in Q1 and maintained market share in Q2. While there is not a quarterly measure of the retail FX market size, we can gauge GCAP’s gain or loss of market share by comparing GCAP’s ADV to the sum of the ADV’s of top 9 retail FX platforms (Figure 9). We believe that this framework holds because Retail FX is a consolidating industry. We should also note that GCAP overtook FXCM as the largest player in Retail FX as measured by ADV.
As of Q2, synergies appear to be on schedule and the amount of cumulative cost synergies is projected to be at or above the midpoint of $45-55M guidance. As discussed previously the synergies will be fully implemented by Q2 2017.
EPS Growth: Our Path to our Base Case 2018 EPS estimate of $2.33
The Q2 2015 adjusted net income was $0.01. However, Q2 also had a retail revenue capture of $76. If we normalize the revenue capture to $95, revenue would have increased $20M, implying that the Q2 EPS would have been $0.21 under normalized conditions. We present the build-up of Q2 EPS to our estimated 2018 EPS of $2.33 in Figure 10. The EPS growth is driven by revenue growth, synergy capture and margin improvement. Our estimated 2018 EPS and EBITDA margins are $2.33 and 31.5% respectively which compare to IG Group’s 2016E EPS and EBITDA margins of £44.31 ($29.15) and 49% and FXCM’s 2016E EPS and EBITDA margins of $-0.21 and 32%.
OUR ANALYSIS VS SELL-SIDE
The predominant difference between our assumptions and the sell-side is revenue growth. The sell side does not distinguish between account growth and turnover (DARTS/Account) in building up growth. Most grow retail revenues in the mid-single digits and give almost no growth to GTX. We believe our growth profile is more realistic. Our margins are also slightly higher. Our fixed comps are very similar and our variable costs are roughly the same percent of revenues. That implies that the difference is operating leverage. Fixed costs were roughly 60% of the total expenses in Q2. Margins naturally increase as revenue increases. We reason that EBITDA margins will naturally increase toward 35% as GCAP grows in scale (Note: the EBITDA margins for the retail segment are 35-40%)
We value GCAP using the following two methodologies:
Comparative Company Analysis
Attempts to mimic a scenario in which the CVIX is in line with its historical average, implying DARTS/Account =2.75.
Segment growth rates are at the midpoint of management’s range (Figure 11) and drop 2% a year beginning in 2017.
Retail Rev/M is equal to $95, lower than the proforma TTM average of $105/M
Model Description: Proforma revenue growth rises from -2% in 2015 to 7% in 2016 to 10% in 2017 and then drops to 7% in 2018. EBITDA margins expand from 8% in Q2 2015 to 31.5% in 2018 as a result of $50M in cost synergies and increased operating leverage. Free cash flows remain essentially flat after 2018. (Model attached in the Appendix)
Our DCF (Figure 12), using our base case assumptions, implies a stock value of $23 and an upside of 210% from today’s price. We use the fairly conservative assumption of 0% terminal growth, which implies a 6.3x terminal EBITDA multiple. Excluding GTX’s implied value ($4.00), GCAP’s non-GTX business is worth $19.
Attempts to mimic a scenario in which the CVIX is 17% above its historical average until the end of 2018. This level is in line with 2010-2011 levels and implies DARTS/Account=3.2
Segment growth rates are at the high end management’s range (Figure 11) and drop 2% a year beginning in 2017.
Retail Rev/M is equal to $105, the proforma TTM average.
Model Description: Proforma revenue growth rises from 8% in 2015 to 22% in 2016 and then drops to 9% in 2018. EBITDA margins expand from 8% in Q2 2015 to 40% in 2018 as a result of $50M in cost synergies and increased operating leverage. Free cash flows remain essentially flat after 2018.
Our DCF, using our upside assumptions, implies a stock value of $41 and an upside of ~450% from today’s price. We use the fairly conservative assumption of 0% terminal growth, which implies a 6.6x terminal EBITDA multiple. Excluding GTX’s implied value ($4.00), GCAP’s non-GTX business is worth $37.
Attempts to mimic a scenario in which the CVIX is -12% below its historical average until the end of 2018. This level is in line with 2012-2012 levels and implies DARTS/Account=2.4.
Segment growth rates are at the low end of management’s range (Figure 11) and drop 2% a year beginning in 2017.
Retail Rev/M is equal to $80, a level commensurate 2Q 2014 levels when the CVIX was at historic lows.
Model Description: Proforma revenue growth rises from -11% in 2015 to -8% in 2016 and then rises to 5% in 2018. EBITDA margins expand from 8% in Q2 2015 to 17% in 2018 as a result of $50M in cost synergies and increased operating leverage. Free cash flows remain essentially flat after 2018.
Our DCF, using our downside assumptions, implies a stock value of $7 and a downside of 6% from today’s price. We use the fairly conservative assumption of 0% terminal growth, which implies a 5.1x terminal EBITDA multiple. Excluding GTX’s implied value ($4.00), GCAP’s non-GTX business is worth $3.
Comparative Company Valuation:
GCAP currently trades at 5.7x our 2016 estimate of $1.31 and 3.6x our 2017 estimate of $2.05 (5.8 consensus 2016 estimates and 4.3x 2017 estimates). We believe these multiples substantially undervalue GCAP and unduly punish GCAP for its earnings volatility. Figure 13 shows how downward pressure on retail revenue capture would impact our projected EPS. Under our downside scenario GCAP trades for 16x our 2017 eps of $0.46. We note that revenue capture volatility can swing GCAP’s earnings both to the upside and the downside. We believe that 2017 EPS estimates are the most representative statistic because they fully factor in the $50M cost synergy from the City Index acquisition. We believe that a 10x 2017 P/E multiple is undemanding and would imply a stock price of $20.50 and an upside of 175% from today’s price. The IG Group (IGG.L) remains GCAP’s closest publicly traded comp now that FXCM is a broken stock. Although IG group has a larger market cap (IG Group: $4.4B, GCAP: $366 M) and higher EBITDA margins than GCAP (IG: 46% 2015 and 55% 2014, GCAP: Q2 normalized EBITDA margin was 16.5%), its revenue composition by asset class is similar to GCAP. IG Group trades at 17x 2016 EPS and 15x 2017 EPS. We would also like to point out that E-brokers and exchanges trade at even higher multiples than IG group and share operational similarities to GCAP (Figure 14). We are comfortable with 10x being a conservative P/E target.
Figure 14: GCAP comps trade at much higher P/E multiples
We believe that regulatory risk could come in two forms: 1) an increase in regulatory capital and/or 2) a reduction in trading leverage limits. We believe an increase in regulatory capital is the less likely scenario given the US and UK’s high regulatory capital levels. This change wouldn’t affect GCAP’s top line, but could affect GCAPs liquidity and ability to do further acquisitions. Reduction in leverage limits also remain a possibility. Limits are currently 50-1 in US and 100-1 in UK. Japan reduced leverage limits from 100-1 to 50-1 in 2009 and again to 25-1 in 2011. According to GCAP’s CFO, customers trade closer to 30-35% of leverage limits (implying 15-17.5x US and 30-35X in UK). While a reduction in leverage limits is likely to curtail trading volume to some extent, it remains unknown whether a reduction in leverage limits would materially affect GCAPs top line. GCAP remains geographically diversified and the statistical distribution in the traders’ use of leverage varies with trading conditions.
While the Swiss Franc event stirred up rumors of increased regulation, nothing actionable has come from it thus far. GCAP’s management maintains that they are continuously in contact with regulators and don’t foresee any regulatory changes coming in the near future.
SUMMARY OF CATALYSTS:
A period of elevated currency volatility induces higher levels of active trading
Retail revenue capture reverts to the mean
Account growth in the retail segment
GCAP monetizes GTX in the next 12-24 months
The full $50 M expense synergy gets recognized by 2017
We believe that GCAP is substantially undervalued at today’s levels. First, we believe that the market is not factoring in GCAPs attractive growth profile and is not correctly assessing the value of GCAP’s GTX asset. Secondly, we believe that the market is valuing GCAP at a discounted multiple as a result of two consecutive quarterly EPS misses and the opaqueness in predicting the retail revenue capture statistic. As retail revenue capture normalizes, we believe GCAP will be revalued. Under our base case we estimate that GCAP has 210% upside.
Base Case Income Statement:
Figure 15: All periods are as reported. All period pre-Q2 2015 do not include the impact of the City Index acquisition
A period of elevated currency volatility induces higher levels of active trading
Retail revenue capture reverts to the mean
Account growth in the retail segment
GCAP monetizes GTX in the next 12-24 months
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