Consolidated Financial Information of GAIN Capital Holdings, Inc. (Parent Company Only) | GAIN CAPITAL HOLDINGS, INC. (Parent Company Only) Condensed Balance Sheets (in thousands, except share data) As of December 31, 2015 2014 ASSETS: Cash and cash equivalents $ 451 $ 1,184 Equity investments in subsidiaries 447,732 380,110 Receivables from affiliates 2,442 17,545 Prepaid assets 4 2 Income tax receivable 9,482 4,994 Deferred tax assets, net 13,563 5,911 Other assets 495 7,736 Total assets $ 474,169 $ 417,482 LIABILITIES AND SHAREHOLDERS EQUITY: Liabilities Accrued compensation and benefits $ 211 $ 51 Accrued expenses and other liabilities 20,438 37,154 Payable to affiliates 25,440 61,990 Convertible senior notes 121,996 68,367 Total liabilities 168,085 167,562 Commitments and contingent liabilities (see Note 3) Shareholders' Equity Common stock ($0.00001 par value; 120 million shares authorized, 52,072,884 shares issued and 48,771,015 shares outstanding as of December 31, 2015; 60 million shares authorized, 45,582,066 shares issued and 42,934,559 shares outstanding as of December 31, 2014) — — Accumulated other comprehensive income (5,865 ) (1,513 ) Additional paid-in capital 212,981 148,378 Treasury stock, at cost (3,301,869 shares at December 31, 2015 and 2,647,507 at December 31, 2014, respectively) (21,808 ) (16,720 ) Retained earnings 120,776 119,775 Total shareholders' equity 306,084 249,920 Total liabilities and shareholders' equity $ 474,169 $ 417,482 GAIN CAPITAL HOLDINGS, INC. (Parent Company Only) Condensed Statements of Income and Comprehensive Income (in thousands) For the Fiscal Year Ended December 31, 2015 2014 2013 REVENUE: Dividends from subsidiaries $ 38,642 $ — $ 37,099 Interest and other 178 90 181 Total revenue $ 38,820 $ 90 $ 37,280 OPERATING EXPENSES: Interest expense 63 64 63 Employee compensation and benefits 10,096 11,578 187 General and administrative 6,775 8,208 6,075 Total operating expenses 16,934 19,850 6,325 Interest expense on long term borrowings 9,222 6,147 1,233 Gain on extinguishment of debt — — 2,000 INCOME/(LOSS) BEFORE INCOME TAX EXPENSE 12,664 (25,907 ) 31,722 Income tax (benefit) / expense (10,875 ) (2,584 ) 10,325 NET INCOME/(LOSS) BEFORE UNDISTRIBUTED EARNINGS OF SUBSIDIARIES 23,539 (23,323 ) 21,397 Undistributed earnings of subsidiaries (13,260 ) 48,200 6,710 NET INCOME 10,279 24,877 $ 28,107 Other comprehensive (loss) / income Foreign currency translation adjustment (4,352 ) (4,089 ) $ 1,327 NET COMPREHENSIVE INCOME $ 5,927 $ 20,788 $ 29,434 GAIN CAPITAL HOLDINGS, INC. (Parent Company Only) Condensed Statements of Cash Flows (in thousands) For the Fiscal Year Ended December 31, 2015 2014 (As Restated) 2013 (As Restated) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 10,279 $ 24,877 $ 28,107 Adjustments to reconcile net income to cash provided by operating activities Undistributed earnings of subsidiaries 13,260 (48,200 ) (6,710 ) Gain on extinguishment of debt — — (2,000 ) Gain on foreign currency exchange rates (66 ) — (274 ) Deferred tax (benefit)/expense (11,264 ) 4,867 1,448 Amortization of deferred finance costs 354 354 — Stock compensation expense 3,680 3,452 2,975 Convertible note discount amortization 3,624 2,150 175 Changes in operating assets and liabilities: Receivables from affiliates 37,548 (33,827 ) 19,278 Prepaid assets (3 ) 127 (127 ) Other assets 7,240 (10,123 ) 291 Income tax receivable (9,069 ) (771 ) (9,742 ) Accrued compensation and benefits 160 51 — Accrued expenses and other liabilities (4,876 ) 10,426 1,478 Payable to affiliates (36,549 ) 61,990 — Cash provided by operating activities 14,318 15,373 34,899 CASH FLOWS FROM INVESTING ACTIVITIES: Investment and funding of subsidiaries 7,081 (51,107 ) (28,648 ) Purchase of short term investments — (92 ) — Cash provided by / (used for) investing activities 7,081 (51,199 ) (28,648 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of convertible senior note issuance, net — — 77,900 Principal payment on notes payable — — (31,200 ) Contractual payments for acquisitions (11,829 ) — — Proceeds from exercise of stock options 2,386 2,087 2,539 Proceeds from employee stock purchase plan 789 740 302 Purchase of treasury stock (5,088 ) (1,251 ) (7,189 ) Tax benefit from employee stock option exercises 1,140 1,221 1,026 Dividend payments (9,530 ) (8,139 ) (7,326 ) Cash (used for)/provided by financing activities (22,132 ) (5,342 ) 36,052 (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (733 ) (41,168 ) 42,303 CASH AND CASH EQUIVALENTS — Beginning of year 1,184 42,352 49 CASH AND CASH EQUIVALENTS — End of year $ 451 $ 1,184 $ 42,352 SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the year for: Interest paid $ (4,538 ) $ (3,373 ) $ (556 ) Taxes refunds received/taxes (paid) $ 733 $ (3,711 ) $ (5,562 ) Non-cash financing activities related to acquisitions: Seller provided financing — — $ 33,200 Common stock issued as consideration for asset and business acquisitions $ 45,100 $ 6,493 $ 34,771 1. Basis of Presentation Basis of Financial Information — The accompanying condensed financial statements of GAIN Capital Holdings, Inc. (“Parent Company”), including the notes thereto, should be read in conjunction with the consolidated financial statements of GAIN Capital Holdings, Inc. and Subsidiaries (the “Company”) and the related notes. The condensed financial statements are prepared in accordance with accounting principles generally accepted in the U.S. which require the Company or Parent Company to make estimates and assumptions regarding valuations of certain financial instruments and other matters that affect the Parent Company Financial Statements and related disclosures. Actual results could differ from these estimates. The Parent Company on a stand-alone basis, has accounted for majority-owned subsidiaries using the equity method of accounting. Restatement The Company has determined that there were errors in the Company's accounting for income taxes as of December 31, 2014 and for the years ended December 31, 2014 and 2013 and for certain quarters of 2015 under ASC 740 (ASC 740), Income Taxes . These errors relate primarily to the manner in which certain intercompany payables and receivables among domestic and overseas subsidiaries of the Company were treated for accounting and tax purposes during the impacted periods. The condensed financial statements of the Parent Company as of December 31, 2014 and for the years ended December 31, 2014 and 2013 included in this report have been restated to reflect the correction of these errors. In addition, certain other adjustments, previously determined to be immaterial individually and in the aggregate, have also been corrected in the restated condensed financial statements. The following tables reflect the condensed financial statement line items impacted by the restatement. The column headed "Tax Adjustments" reflects the impact of the tax matters discussed above, while the "Other Adjustments" column reflects the impact of the other previously identified immaterial adjustments in the Condensed Balance Sheet and Condensed Statements of Income and Comprehensive Income. The column headed "Adjustments" reflects the impact of the tax matters discussed above as well as the impact of the other previously identified immaterial adjustments in the Condensed Statement of Cash Flows. For the avoidance of doubt, the following tables include only those line items impacted by the restatement. Condensed Balance Sheet As of December 31, 2014 As Reported Tax Adjustment Other Adjustments As Restated ASSETS: Cash and cash equivalents $ 1,235 $ — $ (51 ) $ 1,184 Equity investments in subsidiaries 381,240 — (1,130 ) 380,110 Receivables from affiliates 18,533 (988 ) — 17,545 Current tax receivable 5,084 (90 ) — 4,994 Deferred tax assets, net — 5,911 — 5,911 Other assets 15,703 (5,504 ) (2,463 ) 7,736 Total assets $ 421,797 $ (671 ) $ (3,644 ) $ 417,482 LIABILITIES AND SHAREHOLDERS’ EQUITY: Liabilities Accrued expenses and other liabilities 25,435 12,170 (451 ) 37,154 Income tax payable 1,060 1,003 (2,063 ) — Total liabilities 156,903 13,173 (2,514 ) 167,562 Commitments and contingent liabilities Shareholders’ equity Accumulated other comprehensive income (2,054 ) 541 — (1,513 ) Additional paid-in capital 152,684 (4,306 ) — 148,378 Retained earnings 130,984 (10,079 ) (1,130 ) 119,775 Total shareholders' equity 264,894 (13,844 ) (1,130 ) 249,920 Total liabilities and shareholders’ equity $ 421,797 $ (671 ) $ (3,644 ) $ 417,482 Condensed Statements of Income and Comprehensive Income For the Fiscal Year Ended December 31, 2014 As Reported Tax Adjustment Other Adjustments As Restated Interest expense on long term borrowings $ 5,893 $ — $ 254 $ 6,147 INCOME/(LOSS) BEFORE INCOME TAX EXPENSE (25,653 ) — (254 ) (25,907 ) Income tax (benefit) / expense (8,784 ) 6,200 — (2,584 ) NET INCOME/(LOSS) BEFORE UNDISTRIBUTED EARNINGS OF SUBSIDIARIES (16,869 ) (6,200 ) (254 ) (23,323 ) Undistributed earnings of subsidiaries 48,495 (295 ) 48,200 NET INCOME $ 31,626 $ (6,200 ) $ (549 ) $ 24,877 Other comprehensive (loss) / income, net of tax Foreign currency translation adjustment (4,630 ) 541 — (4,089 ) NET COMPREHENSIVE INCOME $ 26,996 $ (5,659 ) $ (549 ) $ 20,788 For the Fiscal Year Ended December 31, 2013 As Reported Tax Adjustment Other Adjustments As Restated OPERATING EXPENSES: Interest expense 1,199 — (1,136 ) 63 Total operating expense 7,461 — (1,136 ) 6,325 Interest expense on long term borrowings — — 1,233 1,233 INCOME/(LOSS) BEFORE INCOME TAX EXPENSE 31,819 — (97 ) 31,722 Income tax (benefit) / expense 6,736 3,589 — 10,325 NET INCOME/(LOSS) BEFORE UNDISTRIBUTED EARNINGS OF SUBSIDIARIES 25,083 (3,589 ) (97 ) 21,397 Undistributed earnings of subsidiaries 6,228 482 6,710 NET INCOME 31,311 (3,589 ) 385 28,107 Other comprehensive (loss) / income, net of tax NET COMPREHENSIVE INCOME $ 32,638 $ (3,589 ) $ 385 $ 29,434 Condensed Statement of Cash Flows For the Fiscal Year Ended December 31, 2014 As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 31,626 $ (6,749 ) $ 24,877 Adjustments to reconcile net income to cash provided by operating activities Undistributed earnings of subsidiaries (48,495 ) 295 (48,200 ) Deferred taxes 2,508 2,359 4,867 Changes in operating assets and liabilities: Receivables from affiliates (18,533 ) (15,294 ) (33,827 ) Other assets (5,188 ) (4,935 ) (10,123 ) Current tax receivable (1,591 ) 820 (771 ) Accrued compensation and benefits (21 ) 72 51 Accrued expenses and other liabilities 1,762 8,664 10,426 Payable to affiliates 47,522 14,468 61,990 Cash provided by operating activities 15,673 (300 ) 15,373 CASH FLOWS FROM INVESTING ACTIVITIES: Investment and funding of subsidiaries (46,726 ) (4,381 ) (51,107 ) Cash used for investing activities (46,818 ) (4,381 ) (51,199 ) Effect of exchange rate changes on cash and cash equivalents (4,630 ) 4,630 — (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (41,117 ) (51 ) (41,168 ) CASH AND CASH EQUIVALENTS — Beginning of year 42,352 — 42,352 CASH AND CASH EQUIVALENTS — End of year $ 1,235 $ (51 ) $ 1,184 For the Fiscal Year Ended December 31, 2013 As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 31,311 $ (3,204 ) $ 28,107 Adjustments to reconcile net income to cash provided by operating activities Undistributed earnings of subsidiaries 6,228 (12,938 ) (6,710 ) Deferred taxes (1,448 ) 2,896 1,448 Amortization of deferred finance costs 30 (30 ) — Stock compensation expense 2,896 79 2,975 Changes in operating assets and liabilities: Receivables from affiliates 17,681 1,597 19,278 Prepaid assets (127 ) — (127 ) Other assets (5,354 ) 5,645 291 Current tax receivable 2,055 (11,797 ) (9,742 ) Accrued expenses and other liabilities (3,486 ) 4,964 1,478 Cash provided by operating activities 47,687 (12,788 ) 34,899 CASH FLOWS FROM INVESTING ACTIVITIES: Investment and funding of subsidiaries (42,764 ) 14,116 (28,648 ) Cash used for investing activities (42,764 ) 14,116 (28,648 ) Effect of exchange rate changes on cash and cash equivalents 1,328 (1,328 ) — Transactions with Subsidiaries The Parent Company has transactions with its subsidiaries determined on an agreed upon basis. Cash dividends from subsidiaries were $38.6 million , $0.0 million , and $37.1 million for the years ended December 31, 2015, 2014, and 2013, respectively. Commitments and Contingencies For a discussion of commitments and contingencies, see Note 18 to the Company’s consolidated financial statements. |