Wednesday, November 19, 2014

Shorting stocks is a very emotive subject for us in Britain.

Because of the existence of Stamp Duty on most UK equities and until recent times costly execution fees on physical equities and high margin requirements (in relation to other classes such as forex or indices) we haven't become a nation of emotionless day traders as seen in a market such as the US. We remain investors and carry all the associated emotional baggage. Generally this investment manifests itself as taking medium to long term long positions planning on either income yield or more commonly, capital growth but also, at times, holding a position short in order to gain from a belief that a stock is overvalued.

But shorting doesn't come naturally to British equity traders. The same trader is not likely to think twice about placing a short bet in Cable or the FTSE Index but when it comes to equities there is more emotion to our trades.  We tend to invest emotionally in our equities because they are longer term holdings and we have studied them and gotten involved in their machinations.  And we naturally form crowds around our belief that can help our investment but also hinder, if honest.

Typically there are two common types of equity shorts at any time in the market.  There are the portfolios that will take small, short term shorts against large long term holdings in a blue-chip where they feel the share is likely to underperform in the short term but the reason for holding the long term position remains valid. It is a way of generating a small additional income on an investment portfolio, in a similar vein to those who write options against their holdings.

The second typical short comes from pairs trading. Most commonly taking the stock within a sector which is outperforming, trading on a premium and shorting it against the stock that is under performing.  In recent times the most obvious example of seeing this work was in the retail sector with Tesco’s. A stock which we all knew was failing to expand overseas, struggling to grow in the saturated UK, losing share to the new German arrivals but still carried a hefty premium. All it took was a little story about an accounting error and that premium came off rapidly.

But there is a third type of shorting that is just as legitimate, arguably more important but far more emotionally charged. It's a type of shorting where the same crowd who usually behaves like spectators at Lords suddenly behave like intensely tribal football fans on derby day.  Essentially it is the 'Death Match'. 

Such an event will lead to open warfare between the buy and the sell sides and this isn’t a modern armchair war of surgical strikes directed from positions of comfort but a traditional, Classical, blood bath of face to face, hand to hand vicious bloodletting on both sides with long periods of not knowing which side is winning.  The ebb and flow of these dirty battles, like referencing Agincourt or Waterloo will ultimately come down to being decided by a defining event within the struggle, sometimes it is clear to see like the advantage of the English longbow man removing the leaders from the field or the Prussians arriving to tip the numbers but often it comes down to a subtle act such as the French cavalry failing to spike the British guns when they over ran the artillery.  But it is a dirty, vicious, exciting event where new allegiances are formed, old broken and for either to be reversed again at the next battle.

It nearly always happens on a stock which has been driven up hugely by retail or small fund demand, releases a lot of news flow and carries a very hefty premium in traditional accounting terms.  Any stock like that will come under scrutiny and there will always be people who want to look much more closely before investing. Generally, people don't go looking for the short it is something that is found while looking for an investment.  When a chink is discovered it will be delved into more deeply and on occasions it can reveal what could be a complete house of cards.  Often the revelation is based around the product the company is selling, that it either doesn't work or that it's potential market is far smaller than the company believes but the revelation can also be related to the structure of the company from carrying too many debt obligations to erroneous accounting and even a fraud. Sometimes the short is actually malicious and without true grounding. A company which has climbed rapidly and carries a hefty premium will be illiquid and therefor volatile. This raises the opportunity for the less scrupulous to set a short bet and then attempt to trigger a sell off to capitalise. Whatever the reason, anyone looking to short a particular stock or to understand why others are must delve deep into the stories, wade through the inevitable skirmishes and spats and attempt to establish their own view on the matter. There is nothing to be gained in sticking to the original criteria for a long investment and keeping ones head in the sand. The arrival of a short scenario has fundamentally changed your original criteria and you must re-evaluate your position. Do you hold, reduce, add, sell or short those are the five new questions and it is essential that you are honest with yourself. Nothing to be gained by fighting your own personal view as well as fighting the market.

My own personal view on shorting as both a broker and an investor is that it is an essential tool that works to keep our market healthier, it would be fundamentally wrong to not have access to the most efficient tool to combatting market bubbles.  The upsides far outweigh the downsides.

However, many people don’t fully understand shorting, even those that enter into a short position.  In order to sell something that you don’t own, you are still obliged to deliver that stock to the market and so must borrow it from someone.  The ‘Lend’ as it is typically called will often come at a price as the owner will want you to pay a fee for borrowing his stock and the risk associated with this.  In the physical market this can be an added spread wrapped into the position, so you are paying it all up front regardless of how long you hold for; on the OTC side it tends to be a daily funding charge.  The less liquid the stock the higher this charge is so it is common for the broker to negate payment of interest on the short position to cover this borrowing charge and not uncommon for the broker to have to levy a positive charge to cover the cost to the lender.  So you can end up running open ended costs to hold a short position.  At the same time the lender has the right at any time to call in his stock from you and you will have no choice but to buy it back in the market at whatever price it is trading at in that size.  A not inconsiderable risk that you carry on top of the funding aspect, don’t forget that you have borrowed from an entity which is long and has a clear vested interest in the price rising, not falling.  At the same time you are also holding an obligation to cover any corporate actions over the period, so must pay any dividends for example.

The general workings of shorting however, are well publicised so a trader/investor wouldn’t get caught out if they make the basic effort to research and understand what they are getting involved in.  The reason for me penning this article lies in something that I learned back in 2001 and something which is not so clearly spoken of on the web and also is variable depending on the broker in question.

To give you a little bit of background on myself, prior to founding CFDs.com I was the Institutional Business Director at IG Markets.  I actually joined IG back in 2001 on the sales side of the newly formed CFD side of the business.  There were only a few of us back then and our main competition was MF Global (nee GNI).  My background prior to 2001 had been one of working for one of the oldest private client brokers and asset managers in the City, a then stuffy industry where my lack of a double barrelled name was always going to hold back my career progress.  The move to IG after a stint at a US bank was an eye opener to say the least but one event from my early days remains in my memory and has been brought back to me while following the Quindell situation and that is the putting of Railtrack into administration and the subsequent suspension of its listing before the market opened on Monday 8th October 2001.  It was the first time that I had witnessed such an event from inside an OTC broker as opposed to a traditional, physical broker and there were differences.

First of all, the number of short positions held.  With a physical broker going short back then was complex, costly and generally not done by the typical client of such a broker so when an event occurred the small number of clients who were short were simply told to wait in line along with the longs until the appointed administrators settled on a final price for the stock.  This is a period of time that is typically not known but is going to be months not days, sometimes years! 

In the world of CFDs and Spread Betting, it is different.  And it will vary between brokers as they all make their own OTC market and will decide what their course of action will be. 

Unlike with physical brokers the number of clients sitting on shorts will be much, much larger.  What this means is that the spread betting firm has to take into consideration the PR impact of their actions.  This will be a significant number of clients and by the nature of those who short, usually a long term and valuable group of clients.  They also have large, unrealised gains, and bluntly you do not want them taking these gains to your competition.

In addition, these clients will still be paying daily borrowing costs for their position, so you are faced with a situation as a broker that you know the final settlement agreement from the administrators is likely to be months away but you have long clients who have potentially lost the entire value of their holding so must pay the outstanding margin up to 100% while also still paying their long daily funding as well as the short holders who have the natural desire to cash in their winnings as well as not to keep bleeding the daily borrowing costs.  In short, what you have are two parties at one brokerage where the reality is that it is in their best interests to do a deal together to net off longs v shorts at a price above zero that is acceptable to the majority of both sides of the camp.  This netting off is also possible at a traditional brokers but it is more complicated as it involves Settlement processes and physical deliveries and as there are typically far fewer clients on the short side honestly not worth the work, unlike a spread betting firm where the positions either way are just digital contracts based on an in-house price so easy and cheap to net off and settle as it is all internal.

If we go back to Railtrack for a moment, what happened when trading was suspended is that being such a large company and given the nature of its collapse the market was pretty confident that the administrators would give a final value that was at least above zero.  Because there was an enormous amount of stock out there a secondary market appeared where funds offered to buy stock from holders, they obviously were looking to take advantage of the turmoil and would set a buy price below what their analysts believed would be the final settlement level and hence turn a profit.  This process allows a spread bet firm to set a netting off price for their clients quite easily as this third party process is all quite public, it is simply a trade based on an existing, external market. 

In the case of Railtrack this secondary market was so large that it actually operated on the LSE.  What you saw by summer of 2002 was that the administrators had announced they would be paying around £2.50 per share in two instalments with the first instalment being about £1.70 and paid in 2003 with the second instalment paid the following year.  That’s an extremely long time to be funding positions or waiting for your money.  But you could actually trade Railtrack and the price was around £2.00.  This discount obviously reflected the cost to the buyer of holding the paper until the formal pay-outs occurred.

Smaller stocks do not have the size to warrant an actual listing on an exchange for this but if large enough will attract a fund or two who will run such an offer privately and make their pitch to investors via the share register and/or media.  When you get down into the small cap range this is almost non-existent.  The broker will have to determine the fair price for the netting off itself with no external reference.  The broker is naturally and logically not immune from the PR perspective.  It must look at both its long and short client book and try to determine the level that will appease the most.  It is a no win situation for the broker as there will be disgruntled clients on both side.

Logically, fewer on the long side as they will have started to reconcile the total loss and so any return is seen more favourably, but what is very common is to find that the short holders have mentally valued their winnings based on a price of zero and so see any settlement (regardless of the actual savings to them) as almost a theft but with the additional crime of their winnings actually being paid to the losers with whom they have been engaged in this messy battle with.

The advent of social media means two things today, firstly it can be used as a tool for holders, both long and short to work as collectives to lobby their broker to settle at a reasonable value to both sides (because they do have to settle, effectively the battle for the peace) but at the same time it becomes a tool for brokers to compete against each other.  As the settlement price is determined internally and it is not a price where the client can arbitrage one broker’s price against another to ensure an efficient market the brokers can end up offering differing settlement levels based on the positioning of their book.  What will typically happen is that most will wait until one of the largest brokers in the market place issue their price and then simply copy that but it is important to understand that it is also a marketing opportunity for us brokers, we live or die by the number of clients we service and if we find ourselves with little to no exposure to the stock in question then there is a clear advantage to us quoting a settlement level that is out of step with the competition, one way or another, so that we stand out from the crowd and gain media time.  If the battle ground is churned up and muddied prior to a suspension or de-listing it isn’t going to become any cleaner or organised in the immediate aftermath.

So, in short, whether long or short of a stock that looks to be entering a terminal phase it is crucial that all holders grasp the risks and benefits of being involved when or if that play comes to an end.  It can come to an end in several ways from a new board parachuted in to clean up, an MBO, to a white night or just being pulled apart by the administrators but however it happens it is important to understand that your broker may act differently from other brokers and to look at how they have acted in the past.  DYOR is a much laboured, obvious and sensible mantra and it applies far more importantly to your exit strategy than your entry.  If you do not fully understand the ramifications that lie ahead then the best course of action is to speak with the firm that you have contracted with.  We are not evil but we are businesses that exist to be profitable and the more our clients talk to us the more we can be educated as much as them.

Tim Morris is a senior partner at CFDs.com a boutique spread betting and CFD brokerage in the UK and EU that services small to medium sized clients.

Saturday, November 08, 2014

City Index group CIO Mike Lear tells Danny Palmer how continuous testing, DevOps and a focus on mobile are helping to keep the spread betting firm ahead of the game

When Mike Lear, group CIO of spread betting provider City Index, first started at the firm five years ago - initially in the role of head architect - his job was to stabilise and improve the IT infrastructure that supports a global CFD (Contracts for Difference) trading system for 50,000 users.

To do that, his 100-strong IT team needed to focus on two things - testing and continuous delivery.

"From day one our first goal was to have more testing around the system, then it moves on from testing to continuous delivery," Lear tells Computing. "To improve the stability we were going to have to make changes and we didn't want big changes, we wanted continuous delivery."

Given the large volumes of data City Index handles, achieving continuous delivery is a challenge, but one Lear was determined to meet.

"For us to continue to deliver that 24/7, five and a half days a week, it's very challenging and the customers are very demanding. But really it's the only way you can keep that freshness around the system, by continuously delivering," he says.

But to achieve this, while at same time maintaining the integrity of datasets, required a major change in the way Lear's team managed its data.

"It's a big part of the system, thedatabase, and we wanted developers to self-serve and base their own development in their own controlled area," he says.

In the past, checking the integrity of datasets required the skills of specialist administrators and could take several hours. Lear was determined to speed up this process, and began looking for a solution – although he wasn't really sure whether such a thing actually existed.

"The Delphix Virtual Data Platform was really the only offering along the lines of what we were looking for, but it was something we didn't know existed," says Lear.

"We weren't particularly looking for something which did what Delphix did, because we weren't aware something could do that as it's innovative technology," he adds.

Delphix has reduced project delivery times by "a minimum of 15 to 20 per cent" as developers are now able to use the virtualised system to test data and applications themselves.

"The development teams now can self-serve their own environment from scratch and they don't have to worry too much about the whole deployment," Lear says.

"They can literally say 'give me this time stamp' and in some of the complicated margins we deal with, that's a huge benefit to have that data."

City Index's website analyses data from thousands of markets every second, in what is a highly competitive market. To stay ahead of the competition, the company updates its systems every week with tweaks designed to improve performance and customer service, says Lear.

"If we don't keep developing every week and releasing as much as we do, then we'll fall back because customers do have a choice of providers," he says.

Despite this constant pressure to refresh its services, data accuracy has to be scrupulously maintained.

"On one hand you have to deliver and you also want to keep it fresh. But on the other you can't afford to make the slightest error because the customer will raise it with the regulators, so we have to be so focused on testing," Lear says.

One area City Index is increasingly focused on is mobile, having ben the first in the market to release a mobile trading iPhone app.

"Mobile now equates to more of our trading volume than any other front end," says Lear.

Every platform is catered for, even those currently struggling to make an impression in the mobile market.

"We have Windows Phone, BlackBerry, we even have BlackBerry 10, although not much, which is a true picture of volume of mobile use in general, where BlackBerry's volume has gone down 15 per cent to about 0.8 per cent in two years. And Windows never has been more than a couple of per cent for us," he says.

"It's a competitive market and we want to offer as much as we can and our iPad app and Android apps are different as well: our iPad app isn't just our iPhone app. But all the phones have complete functionality that's available on all front ends," he says.

Lear believes City Index's mobile platforms will soon challenge its desktop service in terms of the volume of business they generate.

"I could see over 50 per cent of our trading volume coming from mobiles in future," he says.

But supporting this drive into mobile delivery has presented a challenge in finding developers with the right skills and attitude.

"We found developers who were guys who'd played around with [creating mobile apps] and found that they enjoyed it. But bringing them into a culture of serving customers that expect everything to work well was difficult," he says.

"That testing mentality, that's probably not the mentality they had, they probably had a hacking mentality more than a testing mentality."

For Lear, the ideal IT hire "is very much the DevOps type person".

"We're on teams where we run a lot of services and the automated deployments we all do are all deployments that go out to anywhere, to our non-physical data centres and cloud providers as well," Lear explains.

"Developers that have skills with integration testing, deployment, that whole DevOps mentality, that's what we as a company live by. To have continuous deployment you've got to have that mentality right the way through," he says, adding that DevOps is "the biggest contributing factor to getting us to the position we are now".

"When I first came in, it was about making a system that didn't work very well work, which we did through continuous development and automated deployment, which evolved into DevOps," Lear says.

"You can't have that DevOps culture without a testing culture as well. For me, DevOps is continuous testing, and continuous deployment by automated deployment."

Saturday, November 01, 2014

CityIndex is finally put out of its misery.  Lesson to all firms that managing your book professionally and controlling your clients' risk is what OTC broking is about:

Gain Capital expands UK presence by acquiring City Index for $118 million

Breaking Forex Industry News…. US-based Gain Capital (NYSE:GCAP), which owns and operates the retail Forex.com and institutional GTX brands, has announced the acquisition of London-based financial spreadbetting firm City Index.

Gain Capital is paying a total of $118 million, although from a cash perspective it will come out ahead by about $16 million. City Index has about $36 million of cash on its books, while the purchase price will consist of $20 million in cash, $60 million of convertible notes and the issuance of approximately 5.3 million Gain shares (worth about $38 million). The total purchase price of $118 million represents a $28 million premium above City Index's book value as of September 30, 2014.

Some quick stats on City Index, and what exactly Gain Capital is getting for its $118 million:

  • monthly trading volume of $73 billion
  • $124.8 million in revenue (year to September 30, 2014) – note that revenues have been steadily declining at City Index, down from $151 million in 2013 and $169 million in 2013
  • $10.7 million in EBITDA
  • 103,761 funded retail accounts
  • $344 million in customer assets (down from $400 million at year-end 2013)

In addition to giving Gain Capital a major stake in the UK online trading market, where City Index earns more than half its revenues, the acquisition of City Index also gives Gain a major boost in Asia – the APAC region accounts for more than a third of revenues at City Index, including 26% from China.

City Index revenues

The deal is the latest in a string of consolidation activity in the Forex sector, but the first one involving a major UK online broker. Gain Capital bought US rival GFT last year for $28 million.

A detailed presentation on the acquisition can be seen here. The full press release follows, and can also be seenhere.

GAIN Capital to Acquire City Index and Announces Record Preliminary Third Quarter Results

– Transaction creates global leader in FX/CFD trading, with over 235,000 funded accounts, $1.2 billion in customer assets and $3.1 trillion in annual trading volume –

– Transaction adds significant scale to GAIN's retail business –

– Results in estimated operating synergies of $45 million-$55 million within two years –

– Preliminary third quarter 2014 results include record revenues of $103 million, up 69% –

– Adjusted EBITDA* of $26.6 million, up 120%; 26% adjusted EBITDA Margin* –

– Net income of $14.7 million, or $0.32 per share, up from $5.6 million or $0.14 per share –

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

BEDMINSTER, N.J., Oct. 31, 2014 /PRNewswire/ — GAIN Capital Holdings, Inc. (NYSE: GCAP, "GAIN"), today announced that it has entered into a definitive agreement to acquire City Index (Holdings) Limited ("City Index"), a leading online trading firm specializing in contracts-for-difference (CFDs), forex and UK spread betting, for approximately $118 million1, or a net purchase price of $82 million, including $36 million in cash on the company's balance sheet.

The combination of GAIN Capital and City Index creates a global leader in online trading, operating two market-leading brands in GAIN's FOREX.com, a top retail forex brand globally, and City Index, a premier CFD and spread bet brand. The combined company will service 235,000 retail customers in over 180 countries with annual trading volumes of more than $3 trillion.

"The acquisition of City Index advances our growth strategy, creating scale for our retail business and accelerates the development of our innovative trading technology," said Glenn Stevens, GAIN's chief executive officer. "The combination will result in a balanced mix of customer volume, with approximately 61% of retail volume coming from FX and 39% from CFD trading/UK spread betting in other asset classes such as equities, indices and commodities. We look forward to leveraging the City Index brand in key markets and working with the team at City Index, who share our commitment to creating a superior customer experience."

"This transaction is a landmark moment in City Index's 30-year history as a leader in retail trading," said Mark Preston, City Index's Chairman and Chief Executive. "The combination of GAIN's unrivalled leadership in global foreign exchange with City Index's internationally-recognized CFD business creates a world-class industry leader, providing the scale and capability to deliver the ultimate trading experience to our clients around the world. The combined business will also offer greater opportunities for City Index's management and staff to flourish in a global business."

Founded in London in 1983 as one of UK's first spread betting companies, City Index is today one of the world's leading providers of CFDs, forex and UK spread betting, offering more than 10,000 products across equity, index, FX, commodity and bond CFDs and spread bets. City Index is majority owned by IPGL, the private holding company for the interests of Michael Spencer, Founder and Chief Executive of ICAP plc, the global markets operator.

"I am very pleased we have been able to agree to this transaction, which brings benefits for everyone," saidMichael Spencer. "I believe GAIN is an outstanding company and will be able to move City Index to the next level, by leveraging its broad array of trading products and services onto a global platform. We believe this combination will enhance GAIN's leadership position in the FX/CFD industry by putting together two highly complementary companies to create significant value for customers and stakeholders. This is the latest example of the way that IPGL is able to invest actively in businesses over the long term to support their growth and development."

For the 12 month period ended September 30, 2014, City Index generated $124.8 million in revenue and $10.7 million in adjusted EBITDA. It had approximately 104,000 funded retail accounts and $344 million in customer assets as of September 30, 2014.

The combined company will have pro forma client assets of approximately $1.2 billion, and trailing twelve month revenues and adjusted EBITDA, for the period ended September 30, 2014, of $462 million and $61 million, respectively. GAIN has identified $45 million – $55 million of fixed operating expense synergies, relative to the combined company's trailing twelve-month expenses, and expects to begin realizing theses synergies promptly after closing with full integration achieved over the ensuing 18-24 months. GAIN expects for this acquisition to become highly accretive over this time period and anticipates achieving accretive results by the fourth quarter following closing.

The transaction follows the successful acquisition and integration of GFT, which closed in September 2013, where GAIN Capital achieved approximately $40 million of run rate expense synergies.

City Index clients will not see any immediate impact to the customer service they receive, their account administration or how they trade. All clients will receive more detailed information about the benefits the combined company can offer them, once the acquisition is completed.

Terms of the Transaction

The purchase price will consist of $20 million in cash, $60 million of convertible notes and the issuance of approximately 5.3 million GAIN shares. The total purchase price of $118 million represents a $28 million premium above City Index's book value as of September 30, 2014.

In addition to the $36 million of cash on its books as of September 30, 2014, City Index also has $65 million of net operating losses which can be carried forward following the closing of the transaction.

The transaction is subject to approval by GAIN Capital stockholders, regulatory approvals and customary closing conditions. The deal is expected to close in the first quarter of 2015.

Jefferies LLC is serving as exclusive financial advisor to GAIN Capital. Keefe, Bruyette & Woods, A Stifel Company is serving as financial advisor to IPGL. Davis Polk & Wardwell advised GAIN Capital on U.S. and UKlegal matters.  Macfarlanes advised IPGL and City Index on UK legal matters and Kirkland & Ellis advised IPGL and City Index on U.S. legal matters.

City Index Acquisition Conference Call

GAIN will host a conference call today, Friday, October 31, 2014 at 8.00 a.m. ET.  Participants may access the live call by dialing + 1-866-652-5200 (U.S. domestic), or + 1-412-317-6060 (international).

A live audio webcast of the call and a copy of the accompanying presentation will also be available on the Investor Relations section of the GAIN website (http://ir.gaincapital.com). A PDF copy of the presentation will also be available on the Investor Relations website.

An audio replay will be made available for one month starting approximately two hours after the call by dialing + 1-877-344-7529 in the U.S. or + 1-412-317-0088 from abroad, and entering passcode 10055502#

Preliminary Third Quarter Results

GAIN Capital also announced today preliminary results for the third quarter ended September 30, 2014. Net revenues for the third quarter ended September 30, 2014 were a record $102.8 million, an increase of 69% from$60.8 million from a year earlier. Adjusted EBITDA for the period was $26.6 million, an increase of 120% from$12.1 million from a year earlier. Net income was $14.7 million, or $0.32 per diluted share, up 163% from $5.6 million, or $0.14 per diluted share a year earlier. Cash earnings per share, which reflect earnings per share less the impact of depreciation and amortization, purchased intangible amortization and non-cash interest was $0.40per diluted share, an increase of 124% from a year earlier. The Company will review its full third quarter results on Thursday November 6, 2014 during a conference call scheduled for 8:00 a.m. Details for the conference call with be forthcoming.