TIDMLCG

RNS Number : 2457Y

London Capital Group Holdings PLC

20 February 2013

LONDON CAPITAL GROUP HOLDINGS PLC

("LCG", the "Company" or the "Group")

AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2012

Financial Highlights

-- As expected lack of volatility led to suppressed trading volumes and decreased revenue

-- Revenue decreased 27% to GBP28.6m (2011: GBP39.0m)

-- Adjusted loss before tax* of GBP0.2m (2011: adjusted profit of GBP7.1m)

-- Included within adjusted loss before tax* are exceptional legal costs of GBP0.5m (2011: GBP0.7m)

-- Aggregate losses incurred in relation to the Group's Australian CFD business and Gibraltar FSB business amounted to GBP1.2m (2011: GBP0.8m)

-- Statutory loss before tax of GBP2.1m (2011: profit of GBP6.1m)

-- Net cash and short term receivables of GBP20.4m at year end (2011: GBP25.1m)

-- No final dividend proposed (2011: 2.6p per share), bringing total dividend for the year to 1.3p (2011: 3.9p)

Operational Highlights

-- UK financial spread betting ("FSB") performance

   -       Divisional revenue down 26% 
   -       FSB average trades per day decreased 24% to 25,029 (2011: 33,042) 
   -       New client acquisition totalled 10,123 (2011: 10,398) 

- Successful launch of new white label clients Selftrade, Victor Chandler and Goodbody Stockbrokers

-- Institutional foreign exchange performance

   -       Trade volumes decreased to $383bn (2011: $544bn) 
   -       Divisional revenue of GBP6.1m (2011: GBP8.0m); divisional profit of GBP1.7m (2011: GBP2.4m) 

Board changes

-- Simon Denham has stepped down as CEO and will be replaced by Mark Slade

 
                                             Year ended         Year ended 
                                       31 December 2012   31 December 2011 
                                                GBP'000            GBP'000 
 Revenue                                         28,586             38,963 
 Adjusted EBITDA**                                1,745              8,884 
 Adjusted (loss)/profit before tax*               (154)              7,063 
 Statutory (loss)/profit before tax             (2,050)              6,141 
 Basic (loss)/earnings per share                (3.33)p              8.64p 
 Diluted (loss)/earnings per share              (3.33)p              8.64p 
 Dividend per share                               1.3 p              3.9 p 
 

*Adjusted (loss)/profit before tax represents (loss)/profit before tax excluding share based payment expense, impairment charges to goodwill, professional client debts, and the movement in the provision for FOS claims. Applied consistently hereafter.

**Adjusted EBITDA represents profit before interest, tax, depreciation, amortisation and share based payment expense and excludes the movement in the provision for FOS claims, impairment charges to goodwill and professional client debts. Applied consistently hereafter.

   For further information, please contact:   www.londoncapitalgroup.com 

London Capital Group Holdings plc

Siobhan Moynihan

Group Finance Director

020 7456 7000

Cenkos Securities plc

Nicholas Wells/Camilla Hume

020 7397 8900

Smithfield Consultants

John Kiely

020 7360 4900

Notes to Editors:

London Capital Group Holdings plc (hereafter "LCGH plc" or "LCG" or "London Capital Group" or "the Group") is a financial services company offering online trading services.

London Capital Group Limited (LCG Ltd), a wholly owned trading subsidiary of LCGH plc, is authorised and regulated by the Financial Services Authority. Its core activity is the provision of spread betting and CFD products on the financial markets to retail clients under the trading names Capital Spreads, Capital CFDs and LCG MT. Its other divisions provide online foreign exchange trading services to institutional and professional clients and also institutional derivatives broking. LCG Ltd is one of the leading providers of white label financial spread trading and CFD platforms and its white label partners include TD Direct Investing, TradeFair, Bwin.party, and Saxo Bank.

ProSpreads Limited, a wholly owned trading subsidiary of LCGH plc, is authorised and regulated by the Financial Services Commission in Gibraltar and provides Direct Market Access ("DMA") spread betting products on financial markets that are aimed at professional clients.

Capital CFDs (Australia) is a trading name of London Capital Group Pty Limited, a wholly owned trading subsidiary of LCGH plc, and is regulated by the Australian Securities and Investments Commission.

LCG Ltd has a European passport and is a member of the London Stock Exchange. LCG Ltd also has access to international markets through its global clearing relationships.

LCGH plc is listed on the London Stock Exchange's AIM market. LCG is included in the General Financial sector (8770) and Speciality Finance sub sector (8775) and has a RIC code of LCG.L.

CHAIRMAN'S STATEMENT

For the year ended 31 December 2012

As anticipated, 2012 proved to be a difficult year for the Group. Financial results were disappointing with a marked decline in customer trading activity, especially in the second half of the year. Whilst it is often easy to blame market conditions, it remains true that lower levels of volatility in markets overall meant that there were less trading opportunities for LCG's customers to pursue. As a result revenues were 27% lower than 2011 and profits declined throughout the year leading to a GBP0.2m adjusted loss before tax for the year as a whole.

Given the results, and having paid a 1.3p dividend at the half year, the Board does not consider it appropriate to pay a final dividend. The Board's policy is to pay dividends from available profits whilst considering the current and future capital requirements of the business.

Against an unfavourable background, the Board decided to address three urgent problems in the last quarter of the year: firstly, it launched a review to ensure that the Group's costs were aligned to a possible lower revenue base, especially if lower market volatility persisted for a long time. As part of the review the Board identified potential savings of GBP4 million which will be implemented through 2013. Secondly, the Board concluded that LCG's current international operations will not meet the Group's return on investment expectations in 2013 and certain of these operations should therefore be sold or restructured. Thirdly, the Board review included an overall assessment of organisational effectiveness which will lead to changes in the structure of the operational management.

All of the above gives the Group the opportunity to focus on what it does best in terms of offering attractive products. LCG continues to expand its partnership programme with a growing pipeline of high quality domestic and international partners who wish to white label the Company's trading services and products. In addition, the Group continues to make improvements to its trading platform which allows LCG to remain at the forefront of improved customer trading experience.

After almost ten years of building London Capital Group's business, Simon Denham has decided to step down from his role as CEO with immediate effect. The Board would like to thank Simon for all of his work over many years in building London Capital Group into the great business it is today. We wish him well for the future. Whilst we are sad to see Simon go, we all agree it is the right time for fresh leadership, and I am delighted that Mark Slade has decided to join us as our new CEO. He has a long and enviable track record in growing financial businesses, and the Board is confident that he is the right person to take the Company forward. Mark, 51, has extensive knowledge of both trading in financial markets and risk management, gained in a 30 year career most recently as CEO of Marex Financial, and previously as Managing Director of Refco Overseas. He also served as a Director on the London Metal Exchange for seven years. It is intended that Mark will take up the role from 25 February 2013, the appointment will be subject to the normal FSA approval process and a further announcement will be made in due course.

In terms of other Board changes, as announced on 13 January, Rachel Woodford also decided to step down from her role as COO to pursue other interests and will leave the Board in July this year. The Board is very grateful for all her hard work over the last nine years and we wish her well.

2013 has started with stronger equity markets and the possibility of more activity in the currency and credit markets. The Group remains well capitalised and well positioned to take advantage of any major upswing in activity. The Board plans are to promote the Company's core businesses, and use the Group's partnership programmes to develop international business in a more cost effective manner. The Board believe that the fundamentals of the business remain sound but that some of the increases in costs and overall efficiency need correcting swiftly without cutting out the capacity for growth in the business.

Giles Vardey

Chairman

20 February 2013

CHIEF EXECUTIVE'S REVIEW

For the year ended 31 December 2012

The last year has been very difficult for most of the financial services industry especially for the mid to small scale companies. The increasing burdens of regulation, compliance and capital have fallen most onerously on the smaller scale firms and this has, unfortunately, coincided with a considerable fall in UK retail and institutional business volumes.

LCG's financial spread betting business continued the trend as the largest contributor to Group revenue. However, generally directionless markets meant that trade volumes were muted through the year resulting in a weakening in revenue and gross margin. Positively, the business retained all of its major partners, and has launched a number of new white labels in the year, and our own brand Capital Spreads still accounts for more than 45% of the Group's UK FSB revenue. Recent industry analysis indicates that when the Group's own brand Capital Spreads is combined with the Group's white labels, LCG is the second largest provider of financial spread betting.

The Group's other retail businesses experienced mixed results; the UK CFD business continues to grow successfully although the Australian CFD and ProSpreads businesses have not achieved the necessary revenue levels to be profitable.

Despite falling volumes throughout the industry the institutional businesses have maintained profitability and have focused considerable effort on business development which should stand both businesses in good stead for 2013.

As a business the Group has invested considerably in its technology over the last year. A new spread betting and CFD platform was launched which will provide a more stable, scalable and cost efficient technology solution for the business in the long term. It will also allow the business to consolidate much of its risk management and reporting processes ensuring a more efficient and automated front to back system. The Group decided to retire its original platform and as a result will incur hosting and maintenance costs for two platforms through 2013, as it did for the latter part of 2012, as well as an exceptional depreciation charge for 2013 of GBP0.8m. However, thereafter the Group anticipates a reduced ongoing cost base for its technology platforms.

Finally, a decade after founding the Company, I feel it is the right time to hand over to a successor. I am very proud of the part I played, together with my colleagues, in building London Capital Group from a small trading business to one operating globally, offering multiple products and partnered with some of the world's premier financial services and gaming brands. With the Company looking to achieve the next phase in its growth and development, I believe that a fresh perspective will be very valuable. Mark Slade has an excellent track record in managing and growing financial services businesses and I am pleased to leave the Company in good hands. I would like to wish Mark every success during his time as CEO.

I am extremely grateful to our shareholders and employees for their continued support and with so many initiatives now delivered, being delivered and underway the business can look forward to a successful 2013.

Simon Denham

Chief Executive

20 February 2013

OPERATING AND FINANCIAL REVIEW

For the year ended 31 December 2012

Financial Review

With the exception of the UK CFD business, net trading revenue fell across all divisions in 2012. The Group's largest division, UK Financial Spread Betting (UK FSB), saw divisional revenue fall by 26% to GBP19.6m from GBP26.4m in 2011. Whilst revenue in the first half of the year was up 12% on the comparative period, the second half of 2012 was particularly difficult and saw revenue fall by 50% on 2011. The fall in revenue was driven by a 24% drop in trade volumes and 18% fall in active clients due to low volatility and direction in the financial markets. Whilst client acquisition fell slightly from 10,398 in 2011 to 10,123 in 2012, funds on deposit increased 18% to GBP26.3m (2011: GBP22.3m). Gross margin remained stable at 66% (2011: 65%) with white label commission payments remaining the largest direct cost at GBP5.0m (2011: GBP7.3m).

The Group's UK CFD business continues to grow with number of trades per day increasing to 822 (2011: 723) and divisional revenue up 50% to GBP0.9m (2011: GBP0.6m). The growing customer base of this division is predominantly non-UK and driven by introducing brokers.

The Australian CFD business returned a loss for the year and the Board is currently considering the long term options for this area. The operating costs and head count of the operation have been reduced significantly in the interim.

ProSpreads the Group's Direct Market Access ("DMA") financial spread betting business, saw a 43% fall in revenue. Similar to the UK FSB business a combination of low volumes and active clients driven by low volatility resulted in lower revenue and profitability. As was done for Australia, the cost base of the business was restructured during the year, significantly reducing headcount and ongoing costs whilst a long term strategy is formed for the business.

The institutional foreign exchange business also suffered from falling volumes in 2012 as well as falling commission rates driven by an increasingly competitive environment. As a result, divisional revenue fell 24% and divisional profit fell further by 31%. The low cost base of the operation continues to ensure its ongoing profitability and more recently the business has signed up a number of key clients which should generate greater volumes and revenue from commission in the future.

The institutional broking business is impacted by the ongoing lack of interest rate activity. As with the institutional foreign exchange business, the division maintains a low cost base and has developed a strong pipeline of clients for 2013.

Adjusted Administrative Expenses

 
                                               2012       2011 
                                            GBP'000    GBP'000 
 Employee remuneration costs                  6,832      6,830 
 Advertising and marketing                    2,379      2,251 
 IT and platform costs                        3,777      3,139 
 Regulatory costs                               650        428 
 Premises costs                                 666        587 
 Legal costs in relation to FOS claims 
  and professional client debt                  532        742 
 Non-recurring costs of relocating head 
  office                                          -        188 
 Other costs                                  2,350      2,160 
                                          ---------  --------- 
 
 Adjusted administrative expenses            17,186     16,325 
 

Adjusted administrative expenses, which exclude depreciation and amortisation, share based payment expense and the exceptional items noted below increased by 5.5% to GBP17.2m (2011: GBP16.3m). The significant increases were seen in IT and platform costs as a result of hosting and maintaining two spread betting platforms during H2 2012, as well as an increase in regulatory costs in relation to the FSCS levy, which remains outside of the business's control. The additional cost of running two platforms in 2012 amounted to GBP0.4m and in 2013 is expected to be GBP0.8m as the original platform is phased out. However, in the longer term, as a result of this change of platform, the Group expects cost of the IT platform to be reduced. In addition, following the decision to retire the original platform, there will be an additional depreciation charge of GBP0.8m incurred in 2013. This additional depreciation charge will not affect the Company's capital position.

Employee remunerations costs and consultancy costs, inclusive of employer related taxes and pension costs, remained stable at GBP6.8m

Advertising and marketing costs have remained stable year on year, with just over 20% of the cost representing amounts incurred in foreign jurisdictions.

Legal costs in relation to the Group's legal and FOS claims have reduced by 29% to GBP0.5m (2011: GBP0.7m). We do not anticipate these costs decreasing in 2013.

Exceptional items excluded from adjusted profit before tax and legal claims

 
                                                  2012       2011 
                                               GBP'000    GBP'000 
 Additional charge for increased provision       1,542          - 
  against FOS claims 
 Impairment of goodwill in relation to             395          - 
  ProSpreads Limited 
 Impairment of professional client debt              -        530 
 Onerous property lease provision                    -        213 
 
 Exceptional items excluded from adjusted 
  profit before tax                              1,937        743 
 

During the year two exceptional items of expense arose: an additional charge for an increase in the provision held against FOS claims and the write off of the goodwill relating to the ProSpreads cash generating unit (CGU).

The group tests goodwill annually for impairment and compares the carrying value of the CGU. Given the losses incurred by the ProSpreads CGU, represented by the Gibraltar spread betting business segment, the goodwill attributed to this CGU of GBP0.4m has been written down to nil.

The charge for the FOS claims is a result of the Directors best estimate of the provision required based on an analysis of the losses incurred in the fund attributable to clients, the latest FOS assessment, the FOS's rules on compensation and ongoing progress of the settlement offer made.

In addition the Group received a claim served against its subsidiary London Capital Group Limited in relation to the termination of a fee sharing agreement with Integrity Financial Solutions Limited, the Company that introduced clients to the managed FX fund referred to above. On the basis of legal advice received, the Group views the claim as speculative and without merit. No provision has therefore been made in relation to the matter.

Tax

The Group's effective tax rate decreased to -15% (2011: 31%). This is primarily due to losses incurred in London Capital Group Limited. These losses will be carried forward to be offset against future taxable profits and a deferred tax asset of GBP414,000 has been recognised in this respect.

Dividend policy

The Board is not recommending a final dividend (2011: 2.6p) after paying an interim dividend of 1.3p in the year (2011: 1.3p). The Board has reviewed its dividend policy during the year and has concluded that a policy of paying dividends from available profits whilst considering the current and future capital requirements of the business is the most appropriate policy going forward.

Financial Position

As discussed in the Chief Executive's review the Group has taken the decision to invest in a new spread betting and CFD platform. Total additions to software and hardware in the year were GBP1.8m of which GBP0.5m related to the new platform. The addition of a new platform will lead to the accelerated depreciation of the existing platform in 2013. Once the contractual obligations relating to the existing platform have ceased, the ongoing IT hosting, maintenance and development costs of the Group will be lower than those incurred historically.

Total client money at the year-end was GBP43.0m (2011: GBP52.2m) of which GBP33.7m (2011: GBP36.3m) was held in segregated accounts with banks. Unsegregated amounts held on behalf of clients are primarily held in relation to the institutional foreign exchange business.

Trade and other payables comprise amounts due to clients where funds are not held in segregated accounts and other trade payables and accruals. The provisions balance of GBP3.6m (2011: GBP3.3m) represents the provision for FOS claims referred to above.

Available liquidity and cash flow

 
                                                 2012     2011 
                                              GBP'000  GBP'000 
Own cash held                                  12,953   21,543 
Short term receivables: Amounts due from 
 brokers                                        7,425    3,509 
                                              -------  ------- 
Net cash and short term receivables            20,378   25,052 
                                              -------  ------- 
 
Title transfer funds and unsegregated funds     9,241   15,886 
                                              -------  ------- 
Available liquid resources                     29,619   40,938 
                                              -------  ------- 
 
 

Available liquidity which comprises own cash held, title transfer funds, unsegregated funds and amounts due from brokers decreased by GBP11.3m. Net cash outflow from operating activities after adjustments for movements in working capital amounted to GBP11.1m (2011: inflow of GBP7.5m). This movement predominantly relates to a GBP6.6m decrease in title transfer funds and unsegregated funds presented within payables and a GBP3.9m increase in amounts due from brokers as a result of increased hedging requirements at the year end. Net cash used in investing activities of GBP1.6m pertains to our investment in IT and the new spread betting platform net of interest income received (2011: GBP4.0m).

Capital Adequacy

The following table summarises the Group's capital adequacy. The Group continues to have head room over our capital resource requirements:

 
                                                   2012      2011 
                                                GBP'000   GBP'000 
Total Tier 1 Capital                             31,501    35,349 
Less: Intangible Assets                        (12,495)  (13,173) 
                                               --------  -------- 
Total tier 1 capital resources (CR)              19,006    22,176 
                                               --------  -------- 
 
Capital resource requirement (CRR)             (11,473)  (11,508) 
Capital resource requirement surplus              7,433    10,668 
                                               --------  -------- 
CR expressed as a percentage of CRR                166%      193% 
                                               --------  -------- 
 
 
 

CONSOLIDATED INCOME STATEMENT

For the year ended 31 December 2012

 
                                                       2012       2011 
                                             Notes   GBP'000     GBP'000 
 
 Revenue                                               28,586      38,963 
 
 Cost of sales                                        (9,655)    (13,754) 
                                                    ---------  ---------- 
 
 Gross profit                                          18,931      25,209 
 
  Administrative expenses (before certain 
   items)                                            (17,186)    (16,325) 
 
 Certain items: 
 
 Depreciation and amortisation                        (2,179)     (2,069) 
 Provisions                                   11      (1,542)       (213) 
 Impairment                                    7        (395)       (530) 
 Share-based payment charge                                41       (179) 
------------------------------------------  ------  ---------  ---------- 
 
 Total administrative expenses                       (21,261)    (19,316) 
                                                    ---------  ---------- 
 
 Operating (loss)/profit                              (2,330)       5,893 
 
 Investment revenue                                       280         248 
 
 (Loss) /profit before taxation                       (2,050)       6,141 
 
 Tax credit/(expense)                                     304     (1,922) 
                                                    ---------  ---------- 
 
 (Loss)/profit for the year                           (1,746)       4,219 
 
  Loss/(profit) for the year attributable 
   to owners of the parent                            (1,746)       4,219 
                                                    ---------  ---------- 
 
 Earnings per share (pence) 
 - Basic                                       4        -3.33        8.64 
 - Diluted                                     4        -3.33        8.64 
 - Adjusted basic                              4        -0.60       10.03 
 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2012

 
 
                                                          2012      2011 
                                                       GBP'000   GBP'000 
 (Loss)/profit after taxation                          (1,746)     4,219 
                                                      --------  -------- 
 
 Exchange differences in translation of 
  foreign operations                                      (59)       (1) 
 
 
 Total comprehensive (loss)/income for 
  the year                                             (1,805)     4,218 
 
  Total comprehensive (loss)/income for 
   the year attributable to owners of the 
   parent                                              (1,805)     4,218 
                                                      --------  -------- 
 
 
 

CONSOLIDATED BALANCE SHEET

As at 31 December 2012

 
                                           31 December 2012   31 December 2011 
                                   Notes            GBP'000            GBP'000 
 NON-CURRENT ASSETS 
 Intangible assets                   6               12,495             13,173 
 Property, plant and equipment       8                2,327              2,354 
 Available-for-sale investments                         100                100 
 Deferred tax asset                                     474                110 
                                          -----------------  ----------------- 
 
                                                     15,396             15,737 
 
 CURRENT ASSETS 
 Trade and other receivables         9                9,246              5,126 
 Cash and cash equivalents          10               22,194             37,429 
 
                                                     31,440             42,555 
 
 
 TOTAL ASSETS                                        46,836             58,292 
 
 CURRENT LIABILITIES 
 Trade and other payables                            11,539             18,984 
 Current tax liabilities                                211                647 
 Provisions                         11                3,585              3,312 
                                          -----------------  ----------------- 
 
                                                     15,335             22,943 
 
 
 TOTAL LIABILITIES                                   15,335             22,943 
 
 
 NET ASSETS                                          31,501             35,349 
 
 EQUITY 
 Share capital                                        5,318              5,318 
 Share premium                                       19,572             19,572 
 Own shares held                                    (1,287)            (1,287) 
 Retained earnings                                   13,242             17,090 
 Other reserves                                     (5,344)            (5,344) 
                                          -----------------  ----------------- 
 
 TOTAL EQUITY                                        31,501             35,349 
 
 
 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the year ended 31 December 2012

 
                                     Share       Share        Own       Retained       Other       Total 
                                     capital     premium     shares      earnings     reserves     equity 
                                     GBP'000     GBP'000      held       GBP'000      GBP'000      GBP'000 
                                                             GBP'000 
  At 1 January 2011                    3,985      13,390     (1,287)       13,415      (5,344)      24,159 
                                  ----------  ----------  ----------  -----------  -----------  ---------- 
 
 Issue of share capital                1,333       6,182           -            -            -       7,515 
 Total comprehensive income 
  for the year                             -           -           -        4,218            -       4,218 
 Equity dividends paid                     -           -           -        (691)            -       (691) 
 Equity settled share-based 
  payment transactions 
  (including deferred taxation)            -           -           -          148            -         148 
 
 At 31 December 2011                   5,318      19,572     (1,287)       17,090      (5,344)      35,349 
                                  ----------  ----------  ----------  -----------  -----------  ---------- 
 
 Profit and total comprehensive 
  loss for the year                        -           -           -      (1,805)            -     (1,805) 
 Equity dividends paid                     -           -           -      (2,032)            -     (2,032) 
 Equity settled share-based 
  payment transactions 
  (including deferred taxation)            -           -           -         (11)            -        (11) 
 
 At 31 December 2012                   5,318      19,572    (1,287)        13,242      (5,344)      31,501 
 
 

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 December 2012

 
                                                                      2012      2011 
                                                                   GBP'000   GBP'000 
 
 (Loss)/profit for the year                                        (1,746)     4,219 
 
 Adjustments for: 
 Depreciation of property, plant and equipment                         495       458 
 Amortisation of intangible assets                                   1,684     1,611 
 Write off goodwill                                                    395         - 
  Equity settled share based payment                                  (41)       179 
 Provisions                                                          1,542       213 
 Investment income                                                   (280)     (248) 
 Current tax charge                                                     60     1,864 
 Movement in deferred tax asset                                      (364)        58 
 
 Operating cash flows before movements in working capital            1,745     8,354 
 
 Decrease/(increase) in receivables                                (4,120)     1,545 
 (Decrease)/increase in payables                                   (8,745)   (2,448) 
                                                                 ---------  -------- 
 
 Cash (used in)/generated by operating activities                 (11,120)     7,451 
 Taxation paid                                                       (494)     (744) 
                                                                 ---------  -------- 
 
 Net cash (used in)/from operations                               (11,614)     6,707 
 
 Investing activities 
 Investment income                                                     280       248 
 Acquisitions of property, plant and equipment                       (468)   (2,215) 
 Acquisitions of intangible assets                                 (1,401)   (2,039) 
 
 Net cash used in investing activities                             (1,589)   (4,006) 
 
 Financing activities 
 Dividends paid                                                    (2,032)     (691) 
 Cash from issue of share capital                                        -     7,515 
                                                                 ---------  -------- 
 
 Net cash (used in)/from financing activities                      (2,032)     6,824 
 
 
 Net (decrease)/increase in cash and cash equivalents             (15,235)     9,525 
 Cash and cash equivalents at beginning of year                     37,429    27,904 
                                                                 ---------  -------- 
 
 Cash and cash equivalents at end of year                    10     22,194    37,429 
 
 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2012

   1.      Introduction 

The financial information set out in the announcement does not constitute the company's statutory accounts for the years ended 31 December 2012 or 2011. The financial information for the year ended 31 December 2011 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The auditor's report on those accounts was unqualified; however it did include a matter of emphasis in respect of the uncertainty surrounding the eventual outcome of complaints to the FOS. Their opinion in respect of the year ended 31 December 2011 did not contain a statement under s498(2) or (3) of the Companies Act 2006.

Statutory accounts for 2012 will be delivered following the company's annual general meeting. The auditors have reported on those accounts: their reports were unqualified and did not contain statements under s498 (2) or (3) of the Companies Act 2006. However, their report for the year ended 31 December 2012 includes an emphasis of matter paragraph in respect of the uncertainty surrounding the eventual outcome of complaints to the FOS.

The information included within the preliminary announcement has been based on the consolidated financial statements, which are prepared in accordance with the accounting policies adopted under International Financial Reporting Standards ("IFRSs"), as adopted by the European Union. The accounting policies followed are the same as those detailed within the 2011 statutory accounts which are available on the Group's website www.londoncapitalgroup.com.

While the financial information included in this preliminary announcement has been prepared in accordance with IFRSs, this announcement does not itself contain sufficient information to comply with IFRSs.

   2.      Revenue and segmental information 

For the year ended 31 December 2012

 
                        Financial     CFDs,   Institutional     Institutional          CFDs,    Financial     Total 
                  spread betting,        UK         foreign         brokerage      Australia       spread 
                               UK                  exchange                                      betting, 
                                                                                                Gibraltar 
                                    GBP'000         GBP'000           GBP'000        GBP'000       GBP000      GBP'000 
 Revenue 
  Segmental revenue        19,637       891           6,101               745            137        1,075       28,586 
                        ---------  --------  --------------  ----------------  -------------  -----------  ----------- 
 Segmental operating 
  profit/(loss)             6,617       737           1,647               129          (568)        (570)        7,992 
                        ---------  --------  --------------  ----------------  -------------  -----------  ----------- 
 Unallocated 
  corporate expenses                                                                                          (10,322) 
                                                                                                           ----------- 
 Operating loss                                                                                                (2,330) 
 Finance income                                                                                                    280 
                                                                                                           ----------- 
 Profit loss 
  taxation                                                                                                     (2,050) 
 Taxation credit                                                                                                   304 
                                                                                                           ----------- 
 Loss for the 
  year                                                                                                         (1,746) 
                                                                                                           =========== 
 
 Segmental assets          10,647        30           7,602               254            449        1,771       20,753 
                        ---------  --------  --------------  ----------------  -------------  -----------  ----------- 
 Unallocated 
  corporate assets                                                                                              26,083 
                                                                                                           ----------- 
 Consolidated 
  total assets                                                                                                  46,836 
 Segmental liabilities        979         -          11,321                 1             14        2,170       14,485 
                        ---------  --------  --------------  ----------------  -------------  -----------  ----------- 
 Unallocated 
  corporate 
  liabilities                                                                                                      850 
 Consolidated 
  total liabilities                                                                                             15,335 
                                                                                                           =========== 
 
 

Included within revenue is interest income earned on client money held.

   2.      Revenue and segmental information 

For the year ended 31 December 2011

 
                         Financial     CFDs,   Institutional     Institutional          CFDs,    Financial    Total 
                   spread betting,        UK         foreign         brokerage      Australia       spread 
                                UK                  exchange                                      betting, 
                                                                                                 Gibraltar 
                           GBP'000   GBP'000         GBP'000           GBP'000         GBP000      GBP'000     GBP'000 
 Revenue 
  Segmental revenue         26,446       589           7,983             1,904            160        1,881      38,963 
                         ---------  --------  --------------  ----------------  -------------  -----------  ---------- 
 Segmental operating 
  profit/(loss)             11,518       185           2,402               618          (436)        (355)      13,932 
                         ---------  --------  --------------  ----------------  -------------  -----------  ---------- 
 Unallocated 
  corporate expenses                                                                                           (8,039) 
                                                                                                            ---------- 
 Operating Profit                                                                                                5,893 
 Finance income                                                                                                    248 
                                                                                                            ---------- 
 Profit before 
  taxation                                                                                                       6,141 
 Taxation charge                                                                                               (1,922) 
                                                                                                            ---------- 
 Profit for the 
  year                                                                                                           4,219 
                                                                                                            ========== 
 
 Segmental assets            6,920        25          14,547               152            449        1,557      23,650 
                         ---------  --------  --------------  ----------------  -------------  -----------  ---------- 
 Unallocated 
  corporate assets                                                                                              34,642 
                                                                                                            ---------- 
 Consolidated 
  total assets                                                                                                  58,292 
 Segmental liabilities         897         -          14,345               122             38        2,068      17,470 
                         ---------  --------  --------------  ----------------  -------------  -----------  ---------- 
 Unallocated 
  corporate liabilities                                                                                          5,473 
 Consolidated 
  total liabilities                                                                                             22,943 
                                                                                                            ========== 
 
 

Included within revenue is interest income earned on client money held.

   3.      Adjusted profit before tax, adjusted operating profit and adjusted EBITDA 
 
                                                       2012      2011 
                                                    GBP'000   GBP'000 
 
 Reported (loss)/profit before tax                  (2,050)     6,141 
 Add back - charge for provision against FOS          1,542         - 
  claims 
 Add back - impairment of professional client 
  debt                                                    -       530 
 Add back - onerous property lease provision              -       213 
 Add back - impairment of ProSpreads goodwill           395         - 
 Add back - share-based payment charge                 (41)       179 
 
 Adjusted profit before tax                           (154)     7,063 
 Tax as reported                                        304   (1,922) 
 Tax effect on add backs                              (465)     (244) 
                                                   --------  -------- 
 
 Adjusted profit after tax                            (315)     4,897 
 
 
 
 Reported operating (loss)/profit                   (2,330)     5,893 
 Add back - share-based payment charge                 (41)       179 
                                                   --------  -------- 
 
 Adjusted operating profit                          (2,371)     6,072 
 
 Add back - other amortisation and depreciation       2,179     2,069 
 Add back - charge for provision against FOS          1,542         - 
  claims 
 Add back - impairment of professional client 
  debt                                                    -       530 
 Add back - onerous property lease provision              -       213 
 Add back - impairment of ProSpreads goodwill           395         - 
 
 
 Adjusted EBITDA                                      1,745     8,884 
 
 
   4.      Earnings per ordinary share 

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted number of ordinary shares in issue during the year, after deducting any own shares. Fully diluted earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the total of the weighted average number of shares in issue during the year and the dilutive potential ordinary shares relating to share options. Dilutive potential ordinary shares were nil (2011: 12,532).

 
                                                      2012         2011 
 
 Basic EPS 
 
 (Loss)/profit after tax (GBP'000)                 (1,746)        4,219 
 Weighted average no of shares                  52,365,908   48,822,529 
 Weighted average basic EPS                        (3.33)p        8.64p 
 
 Diluted EPS 
 
 (Loss)/profit after tax (GBP'000)                 (1,746)        4,219 
 Weighted average no of shares                  52,365,908   48,835,061 
 Weighted average fully diluted EPS                (3.33)p        8.64p 
 
 Adjusted basic EPS 
 
 Adjusted (loss)/profit after tax (GBP'000)          (315)        4,897 
 Weighted average no of shares                  52,365,908   48,835,061 
 Weighted average basic EPS                        (0.60)p       10.03p 
 
 
   5.      Dividends 
 
                                                             2012      2011 
                                                          GBP'000   GBP'000 
 
 Amounts recognised as distributions to equity 
  holders in the period: 
 
 Final dividend for the year ended 31 December              1,351         - 
  2012 nil (2011: 2.6p) 
 Interim dividend for the year ended 31 December 
  2012 of 1.3p (2011: 1.3p)                                   681       691 
 
                                                            2,032       691 
 
 
 
 
 Dividends declared in respect of the period: 
 
 Interim dividend for the year ended 31 December 
  2012 of 1.3p (2011: 1.3p)                         681     691 
 Final dividend for the year ended 31 December 
  2012 of nil (2011: 2.6p)                            -   1,351 
 
                                                    681   2,042 
 
 
   6.      Intangible fixed assets 
 
                         Customer    Trade 
                     relationship     name    Software    Goodwill    Total 
                          GBP'000  GBP'000     GBP'000     GBP'000  GBP'000 
COST 
At 1 January 2011             152      136       6,405       9,698   16,391 
Additions                       -        -       2,039           -    2,039 
                    -------------  -------  ----------  ----------  ------- 
 
At 1 January 2012             152      136       8,444       9,698   18,430 
Additions                       -        -       1,401           -    1,401 
 
At 31 December 
 2012                         152      136       9,845       9,698   19,831 
                    -------------  -------  ----------  ----------  ------- 
 
AMORTISATION 
At 1 January 2011             131       70       3,445           -    3,646 
Charge for the 
 year                          21       66       1,524           -    1,611 
                    -------------  -------  ----------  ----------  ------- 
 
At 1 January 2012             152      136       4,969           -    5,257 
Charge for the 
 year                           -        -       1,684           -    1,684 
Eliminated on 
 impairment                     -        -           -         395      395 
                    -------------  -------  ----------  ----------  ------- 
 
At 31 December 
 2012                         152      136       6,653         395    7,336 
 
 
NET BOOK VALUE 
At 31 December 
 2012                           -        -       3,192       9,303   12,495 
 
At 31 December 
 2011                           -        -       3,475       9,698   13,173 
                    -------------  -------  ----------  ----------  ------- 
 
   7.      Impairment charge 

An impairment of GBP395,000 has been recognised in relation to the goodwill allocated to the ProSpreads CGU which represents the Gibraltar spread betting business.

The professional client debt of GBP1.4m that arose in 2010 was settled in 2011. The amount outstanding was impaired by GBP0.53m as part of the settlement agreement.

   8.      Property, plant and equipment 
 
                      Leasehold           Plant 
                       property   and machinery     Total 
                        GBP'000         GBP'000   GBP'000 
COST 
At 1 January 2011           572           1,479     2,051 
Additions                 2,031             184     2,215 
                      ---------  --------------  -------- 
 
At 1 January 2012         2,603           1,663     4,266 
Additions                    31             437       468 
                      ---------  --------------  -------- 
At 31 December 2012       2,634           2,100     4,734 
                      ---------  --------------  -------- 
 
DEPRECIATION 
At 1 January 2011           472             982     1,454 
Charge for the year         226             232       458 
                      ---------  --------------  -------- 
 
At 1 January 2012           698           1,214     1,912 
Charge for the year         209             286       495 
                      ---------  --------------  -------- 
 
At 31 December 2012         907           1,500     2,407 
                      ---------  --------------  -------- 
 
NET BOOK VALUE 
At 31 December 2012       1,727             600     2,327 
                      ---------  --------------  -------- 
At 31 December 2011       1,905             449     2,354 
                      ---------  --------------  -------- 
 
   9.      Trade and other receivables 
 
 
                                                       2012     2011 
                                                    GBP'000  GBP'000 
 
Trade receivables                                       295      283 
Amounts due from brokers                              7,425    3,509 
Other receivables                                       658      814 
Prepayments                                             868      520 
                                                    -------  ------- 
 
                                                      9,246    5,126 
 
 
 

The directors consider that the carrying amount of trade receivables and other receivables approximates to their fair value.

Trade receivables due from brokers represents the combination of open derivative positions and cash in excess of required margin available to call from brokers.

   10.       Cash and cash equivalents 
 
 
                                                        2012      2011 
                                                     GBP'000   GBP'000 
 
Gross cash and cash equivalents                       55,942    73,761 
Less: Segregated client funds                       (33,748)  (36,332) 
                                                    --------  -------- 
Own cash, forex client cash and title 
 transfer funds                                       22,194    37,429 
                                                    --------  -------- 
 
Analysed as: 
Cash at bank and in hand                              20,119    29,394 
Short-term deposits (3 month)                          2,075     8,035 
                                                              -------- 
 
                                                      22,194    37,429 
 
 
 

Gross cash and cash equivalents include Group cash, all client funds (segregated funds and funds under title transfer) and surplus cash available to call from brokers.

Segregated client funds include client funds held in segregated accounts or breakable short term deposits (under 3 months) in line with the FSA's Client Asset rules ('CASS') and similar rules of other regulators in jurisdictions where the Group operates.

Title transfer funds are held by the Group's subsidiary under a Title Transfer Collateral Arrangement (TTCA) by which the client agrees that full ownership of such monies is unconditionally transferred to the Group. Funds under TTCA and institutional foreign exchange client funds are included on the balance sheet.

   11.       Provisions and contingent liabilities 
 
 
                                                                                        2012            2011 
                                                                                     GBP'000         GBP'000 
 
Provision against FOS claims                                                           3,585           3,200 
Onerous lease provision                                                                    -             112 
                                                                        --------------------  -------------- 
 
                                                                                       3,585           3,312 
                                                                        --------------------  -------------- 
                                                     Provision against 
                                                            FOS claims      Onerous lease provision    Total 
                                                               GBP'000                      GBP'000  GBP'000 
 
At 1 January 2012                                                3,200                          112    3,312 
Additional provision in the year                                 2,255                            -    2,255 
Release of provision                                             (713)                            -    (713) 
Utilisation of provision                                       (1,157)                        (112)  (1,269) 
 
At 31 December 2012                                              3,585                            -    3,585 
 
 
 

During the first half of 2009 the Group made commission rebating errors whilst preparing the customer statements of a managed FX fund. The correction of these errors led to a series of complaints to the Financial Ombudsman Service ("FOS"). Whilst the Group believes its actions did not directly cause any loss to the clients, the assessment from the FOS determined that the Group should repay the total losses incurred by the clients plus interest.

During H2'12 the Group made a settlement offer to the outstanding complainants of which 26% accepted. This led to a net payment of GBP1.2m and the release of GBP0.7m of the provision made.

As at the date of this report the Directors have made an assessment of the provision and contingent liability based on an analysis of the losses incurred in the fund attributable to clients under the protection of the FOS, the latest FOS assessment, the FOS's rules on compensation and the settlements made. Whilst the provision of GBP3.6m (2011: GBP3.2m) represents a best estimate of the expected liability, there remains significant uncertainty as to the eventual financial outcome due to the ongoing FOS and court process.

With respect to those claimants that have rejected the settlement offer, the Group continues to challenge the FOS assessment, and although the Directors are confident that there are grounds for challenge, the outcome of this process is uncertain. As a result of these variables, the timing of any such payment is also uncertain.

 
                                                Contingency against FOS Claims    Total 
                                                                       GBP'000  GBP'000 
 
At 1 January 2012                                                        3,300    3,300 
Transfer of provision                                                  (2,255)  (2,255) 
                                                ------------------------------ 
 
At 31 December 2012                                                      1,045    1,045 
 
 
 

A contingent liability of GBP1.0m (2011: GBP3.3m) has also been disclosed in relation to these claims.

The Group has received a claim served against its subsidiary London Capital Group Limited in relation to the termination of a fee sharing agreement with Integrity Financial Solutions Limited, the Company that introduced clients to the managed FX fund referred to above.

On the basis of legal advice received, the Group views the claim as speculative and without merit. No provision has therefore been made in relation to the matter. Whilst there are a range of possible outcomes, the current court timetable means the matter is expected to be resolved during the course of 2013.

   12.    Subsequent events 

Following the year end Simon Denham, CEO, resigned with effect from 20 February 2013 and Rachel Woodford, COO, notified the Board of her intention to resign with effect from 9 July 2013.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR SFWEDUFDSEIE

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