RESTATEMENT | RESTATEMENT Subsequent to the date of the Original Filing, the Company has determined that there were errors in the manner in which the Company accounted for income taxes as of and for the quarters ended September 30, 2015 and 2014 under ASC 740 (ASC 740), Income Taxes. These errors related 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 consolidated financial statements of the Company as of and for the quarters ended September 30, 2015 and September 30, 2014, 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 financial statements. These immaterial adjustments include the correction of an out of period adjustment related to the calculation of the redemption value of the noncontrolling interests previously recorded in the six month period ended June 30, 2015. This previous out of period adjustment of $1.3 million reduced retained earnings and increased non-controlling interests. The adjustment has now been reflected in the appropriate periods. The following tables reflect the financial statement line items impacted by the restatement. The column headed "Tax Adjustment" reflects the impact of the tax matters discussed above, while the "All Other Adjustments" column reflects the impact of the other previously identified immaterial adjustments in the Unaudited Interim Condensed Consolidated Balance Sheet and Unaudited Interim Condensed Consolidated 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 Consolidated Statement of Cash Flows. For the avoidance of doubt, the following tables include only those line items impacted by the restatement. Condensed Consolidated Balance Sheet As of September 30, 2015 As Reported Tax Adjustment Other Adjustments As Restated ASSETS: Goodwill 44,817 (3,186 ) — 41,631 Other assets, net of allowance for doubtful accounts 38,854 (138 ) — 38,716 Total assets $ 1,516,203 $ (3,324 ) $ — $ 1,512,879 LIABILITIES AND SHAREHOLDERS’ EQUITY: Liabilities Accrued expenses and other liabilities 51,132 21,290 — 72,422 Income tax payable 5,186 1,603 — 6,789 Total liabilities $ 1,172,662 $ 22,893 $ — $ 1,195,555 Shareholders’ equity Accumulated other comprehensive loss (2,288 ) 541 — (1,747 ) Additional paid-in capital 222,467 (8,133 ) — 214,334 Retained earnings 130,566 (18,625 ) — 111,941 Total shareholders’ equity 331,881 (26,217 ) — 305,664 Total liabilities and shareholders’ equity $ 1,516,203 $ (3,324 ) $ — $ 1,512,879 As of December 31, 2014 As Reported Tax Adjustment Other Adjustments As Restated ASSETS: Cash and cash equivalents $ 139,403 $ — $ (52 ) $ 139,351 Goodwill 34,567 (988 ) — 33,579 Other assets, net of allowance for doubtful accounts 35,311 917 (2,463 ) 33,765 Total assets $ 1,185,887 $ (71 ) $ (2,515 ) $ 1,183,301 LIABILITIES AND SHAREHOLDERS’ EQUITY: Liabilities Accrued expenses and other liabilities 64,476 12,170 (451 ) 76,195 Income tax payable 1,470 1,603 (2,063 ) 1,010 Total liabilities $ 910,784 $ 13,773 $ (2,514 ) $ 922,043 Redeemable non-controlling interests 10,209 — 1,129 11,338 Shareholders’ equity Accumulated other comprehensive loss (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 $ 1,185,887 $ (71 ) $ (2,515 ) $ 1,183,301 Condensed Consolidated Statement of Income For the Three Months Ended Sept 30, 2015 As Reported Tax Adjustment Other Adjustments As Restated REVENUE: Retail revenue $ 118,801 $ — $ 180 $ 118,981 Total non interest revenue 127,865 — 180 128,045 Net revenue $ 127,931 $ — $ 180 $ 128,111 EXPENSES: Employee Compensation and benefits $ 29,088 $ — $ (203 ) $ 28,885 Trading expenses 8,779 — 180 8,959 Total operating expense 116,146 — (23 ) 116,123 OPERATING PROFIT 11,785 — 203 11,988 INCOME BEFORE INCOME TAX EXPENSE 9,215 — 203 9,418 Income tax expense 328 7,534 7,862 NET INCOME 8,887 (7,534 ) 203 1,556 NET INCOME APPLICABLE TO GAIN CAPITAL HOLDINGS, INC. $ 8,304 $ (7,534 ) $ 203 $ 973 Earnings per common share: Basic $ 0.20 $ 0.05 Diluted $ 0.20 $ 0.05 Weighted average common shares outstanding used in computing earnings per common share: Basic 49,147,102 49,149,102 Diluted 49,891,101 49,918,707 For the Nine Months Ended Sept 30, 2015 As Reported Tax Adjustment Other Adjustments As Restated REVENUE: Retail revenue $ 300,376 $ — $ 107 $ 300,483 Total non interest revenue 332,358 — 107 332,465 Net revenue $ 332,448 $ — $ 107 $ 332,555 EXPENSES: General and administrative 40,219 — 51 40,270 Total operating expense 317,648 — 51 317,699 OPERATING PROFIT 14,800 — 56 14,856 INCOME BEFORE INCOME TAX EXPENSE 8,174 — 56 8,230 Income tax expense (978 ) 8,546 7,568 NET INCOME 9,152 (8,546 ) 56 662 NET INCOME APPLICABLE TO GAIN CAPITAL HOLDINGS, INC. $ 7,809 $ (8,546 ) $ 56 $ (681 ) NET COMPREHENSIVE INCOME/(LOSS) $ 7,575 (8,546 ) 56 $ (915 ) Earnings per common share: Basic $ 0.14 $ (0.01 ) Diluted $ 0.14 $ (0.01 ) Weighted average common shares outstanding used in computing earnings per common share: Basic 47,163,132 47,163,814 Diluted 48,028,752 47,163,814 For the Three Months Ended Sept 30, 2014 As Reported Tax Adjustment Other Adjustments As Restated REVENUE: Retail revenue $ 90,373 $ — $ (602 ) $ 89,771 Total non interest revenue 103,388 — (602 ) 102,786 Interest Expense 97 — 92 189 Total net interest revenue/(expense) 262 — (92 ) 170 Net revenue $ 103,650 $ — $ (694 ) $ 102,956 EXPENSES: General and administrative 9,056 — (111 ) 8,945 Total operating expense 80,684 — (111 ) 80,573 OPERATING PROFIT 22,966 — (583 ) 22,383 INCOME BEFORE INCOME TAX EXPENSE 21,470 — (583 ) 20,887 Income tax expense 5,340 3,866 — 9,206 NET INCOME 16,130 (3,866 ) (583 ) 11,681 NET INCOME APPLICABLE TO GAIN CAPITAL HOLDINGS, INC. $ 15,345 $ (3,866 ) $ (583 ) $ 10,896 Earnings per common share: Basic $ 0.35 $ 0.22 Diluted $ 0.33 $ 0.21 For the Nine Months Ended Sept 30, 2014 As Reported Tax Adjustment Other Adjustments As Restated REVENUE: Retail revenue $ 223,138 $ — $ (776 ) $ 222,362 Total non interest revenue 253,978 — (776 ) 253,202 Interest expense 319 — 92 411 Total net interest revenue/(expense) 804 — (92 ) 712 Net revenue $ 254,782 $ — $ (868 ) $ 253,914 EXPENSES: Employee compensation and benefits 71,440 — (252 ) 71,188 Referral fees 65,865 — (120 ) 65,745 General and administrative 28,113 — 197 28,310 Depreciation and amortization 5,725 — (515 ) 5,210 Restructuring expenses 1,007 — 1,119 2,126 Total operating expense 230,797 — 429 231,226 OPERATING PROFIT 23,985 — (1,297 ) 22,688 INCOME BEFORE INCOME TAX EXPENSE 19,595 — (1,297 ) 18,298 Income tax expense 4,595 5,472 — 10,067 NET INCOME 15,000 (5,472 ) (1,297 ) 8,231 NET INCOME APPLICABLE TO GAIN CAPITAL HOLDINGS, INC. $ 14,013 $ (5,472 ) $ (1,297 ) $ 7,244 Earnings per common share: Basic $ 0.32 $ 0.13 Diluted $ 0.30 $ 0.12 Condensed Statement of Changes in Shareholders' Equity Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income/(Loss) Total As Reported As Restated As Reported As Restated As Reported As Restated As Reported As Restated BALANCE—December 31, 2014 $ 152,684 $ 148,378 $ 130,984 $ 119,775 $ (2,054 ) $ (1,513 ) $ 264,894 $ 249,920 BALANCE—September 30, 2015 $ 222,467 $ 214,334 $ 130,566 $ 111,941 $ (2,288 ) $ (1,747 ) $ 331,881 $ 305,664 Condensed Statement of Cash Flows Nine Months Ended September 30, 2015 As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 9,152 $ (8,490 ) $ 662 Adjustments to reconcile net income to cash provided by / (used for) operating activities Deferred taxes (5,797 ) 469 (5,328 ) Changes in operating assets and liabilities: Cash and securities held for customers 30,064 (777 ) 29,287 Receivables from brokers 51,035 (93 ) 50,942 Other assets (6,114 ) 2,392 (3,722 ) Payables to customers (30,064 ) 777 (29,287 ) Accrued compensation and benefits (10,860 ) 7 (10,853 ) Accrued expenses and other liabilities (9,214 ) 9,800 586 Income tax payable 3,746 (4,146 ) (400 ) Cash provided by operating activities 75,475 (61 ) 75,414 Effect of exchange rate changes on cash and cash equivalents 1,463 113 1,576 INCREASE IN CASH AND CASH EQUIVALENTS 47,285 52 47,337 CASH AND CASH EQUIVALENTS-Beginning of period 139,403 (52 ) 139,351 SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION: Deferred taxes related to convertible senior notes $ — $ (3,827 ) $ (3,827 ) Adjustment to redemption value of non-controlling interests $ (1,143 ) $ 1,129 $ (14 ) Nine Months Ended September 30, 2014 As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 15,000 $ (6,769 ) $ 8,231 Adjustments to reconcile net income to cash provided by / (used for) operating activities Depreciation and amortization 10,566 (515 ) 10,051 Deferred taxes (2,430 ) (58 ) (2,488 ) Changes in operating assets and liabilities: Cash and securities held for customers (122,523 ) (854 ) (123,377 ) Receivables from brokers 61,316 55 61,371 Other assets (8,595 ) 672 (7,923 ) Payables to customers 122,523 754 123,277 Accrued compensation and benefits (2,745 ) 843 (1,902 ) Accrued expenses and other liabilities (945 ) 10,361 9,416 Income tax payable 1,393 (5,072 ) (3,679 ) Cash provided by operating activities 84,298 (583 ) 83,715 Effect of exchange rate changes on cash and cash equivalents (2,903 ) (73 ) (2,976 ) INCREASE IN CASH AND CASH EQUIVALENTS 42,301 (656 ) 41,645 CASH AND CASH EQUIVALENTS—End of period $ 82,172 $ (656 ) $ 81,516 SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION: Adjustment to redemption value of non-controlling interests $ (1,066 ) $ (878 ) $ (1,944 ) |