TIDMLCG

RNS Number : 2632M

London Capital Group Holdings PLC

22 August 2013

22 August 2013

LONDON CAPITAL GROUP HOLDINGS PLC

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

INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2013

London Capital Group Holdings plc today announces interim results for the six months ended 30 June 2013.

Operating Summary

-- Return to profitability following challenging conditions of H2'12

-- Adjusted profit before tax* up 59% to GBP3.2 million (H1'12: GBP2.0 million)

-- Profit before tax from continuing operations down 61% to GBP0.3 million (H1'12: GBP0.8million)

-- Revenue from continuing operations down 9% to GBP16.3 million (H1'12: GBP17.8 million)

-- Appointment of Kevin Ashby as CEO

-- Disposal of Australian subsidiary completed

-- First migration of clients to new trading platform successfully completed

-- Additional exceptional charge of GBP1.1m recognised in relation to provision for Financial Ombudsman Service complaints to reflect expected liability

Commenting on the results, Kevin Ashby, Chief Executive, said:

"Our underlying business is robust and despite the lack of marketing investment, we continue to attract new clients. However, in order to drive longer-term growth, the Company needs to increase investment in marketing, sales and product development. We have the resources and the intellectual capital required to execute this mandate and I believe this will provide the platform for superior performance."

 
                                                                                   Unaudited           Unaudited 
                                                                            Six months ended    Six months ended 
                                                                                30 June 2013        30 June 2012 
                                                                                     GBP'000             GBP'000 
  Total revenue from continuing and discontinued operations                           17,140              18,414 
 Revenue from continuing operations                                                   16,258              17,788 
 Adjusted profit before tax* from continuing and discontinued operations               3,207               2,013 
 Adjusted profit before tax from continuing operations                                 3,072               2,697 
 Adjusted profit/(loss) before tax from discontinued operations                          135               (684) 
 Statutory profit before tax from continuing operations                                  325                 830 
 Basic earnings per share from continuing operations                                    0.36                1.65 
 Diluted earnings per share from continuing operations                                  0.36                1.65 
 
 
 

* Adjusted profit before tax is stated before recognising previously announced costs associated with the current change in IT platform of GBP0.9m, non-recurring restructuring costs of GBP0.7m, and provisions pertaining to the Financial Ombudsman Service complaints.

 
 For further information, please    www.londoncapitalgroup.com 
  contact: 
 
 London Capital Group Holdings 
  plc                               020 7456 7000 
 Kevin Ashby, Chief Executive 
  Officer 
 Smithfield Consultants             020 7360 4900 
 John Kiely 
 Cenkos Securities plc 
  Nick Wells                        020 7397 8900 
 

Print resolution images are available for the media to view and download from www.vismedia.co.uk

Notes to Editors:

London Capital Group Holdings plc (hereafter "LCGH" or "London Capital Group" or "the Company" 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, is authorised and regulated by the Financial Conduct 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. Its white label partners include TD Direct Investing, TradeFair, Bwin.party, and Saxo Bank.

ProSpreadsLimited, a wholly owned trading subsidiary of LCGH, 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.

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

I am pleased to announce that the Group returned to profitability in the first half of 2013 after a difficult second half in 2012. The first half of 2013 was a period of significant internal change for the Group. We announced at the beginning of the year that we planned to reduce our fixed cost base by 15% and I am pleased to report that we are on track to make the planned savings which will be realised in 2014. However we expect that these savings will be partially offset by reinvestment in sales, marketing and product development over the forthcoming 12 months. A significant portion of the savings will be achieved through disposal of our overseas subsidiaries, the last of which is due to complete, subject to regulatory approval, in the next few weeks.

As announced in July, Mark Slade resigned as CEO for personal reasons and was replaced by Kevin Ashby. I would like to welcome Kevin to his new role. Kevin brings considerable experience and expertise from across the financial services industry and has made a significant positive impact since he joined the Company's management team earlier this year.

Our Group Finance Director, Siobhan Moynihan, has decided after three years to seek a new challenge and will be leaving us towards the end of the year. I would like to thank her for her dedication and hard work over the past few years and we will appoint her successor in due course.

We have continued to challenge the complaints to the Financial Ombudsman Service ("FOS"). Although we are awaiting the final judgment, provisional correspondence regarding the total compensation that will be payable to complainants means we now believe the final provision required will be in the region of GBP4.7m. This has led to an additional exceptional charge of GBP1.1m being recognised. As previously disclosed the Group received a claim 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 fund which resulted in the complaints to the FOS. On the basis of legal and expert advice received, the Group views the claim as without merit. The current court timetable means the matter is expected to be resolved during the second half of the year.

Overall the Group continues to trade reasonably well and is appropriately capitalised. The Company's strategy continues to be a strong focus on improving its core businesses, including developing its successful white label programme and broadening its customer base.

Giles Vardey

Chairman

Chief Executive's Statement

It gives me great pleasure to deliver my first statement as Chief Executive of the Company. I would like to start by expanding upon the Chairman's statement and providing further insight into the Company's financial position and business activities. My statement will then summarise the status of the current business, including an overview of the issues we are addressing and the Group's longer-term opportunities.

Financial Results

Following the difficult trading conditions experienced in the second half of last year, a change in market direction and increased volatility led to an increase in client trading activity in the first half of the year. Volatility generally offers greater trading opportunities for our clients and therefore improved revenue and profitability for the Group. Total revenue for the Group amounted to GBP17.1m (H1'12: GBP18.4m) of which GBP16.3m was derived from continuing operations, an increase of 70% over H2'12, a fall of 9% on H1'12. Adjusted profit before tax from continuing operations was GBP3.1m, compared to a loss of GBP1.7m for H2'12 and a profit of GBP2.7m for H1'12. Adjusted profit before tax is stated before previously announced costs associated with the current change in IT platform of GBP0.9m, non-recurring restructuring costs of GBP0.7m associated with the cost reduction plan, and an exceptional charge of GBP1.1m to provide for FOS claims.

The profit generated from discontinuing operations, which comprised the Australian and Gibraltar based subsidiaries, was GBP0.1m compared to a loss of GBP0.7m for the same period last year. In May, the Australian subsidiary's activities were wound down and the entity sold. Our Gibraltar based subsidiary ProSpreads, is due to be sold in the next few weeks.

Adjusted administrative costs from continuing operations were in line with the previous period. While a number of cost reductions were made earlier this year, the impact will only start to be fully realised in 2014.

The Group continues to incur a significant level of legal costs, mainly with respect to the ongoing FOS claims and associated litigation. In anticipation of a final adverse judgment from the FOS, we are increasing our provision by GBP1.1m to GBP4.7m and increasing our contingent liability by GBP0.4m to GBP1.4m.

UK Financial Spread betting and CFDs

Revenue derived from the UK Financial Spread betting and CFD business was GBP13.2m (H1'12 GBP12.8m). The division has maintained underlying trading statistics with average trades per day falling slightly to 25,900 (2012: 26,400) and Average Revenue Per User ("ARPU") up 15%. Gross margin improved slightly, increasing from 71% in 2012 to 73% in H1'13, primarily as a result of lower transaction costs.

In early August we successfully completed the first migration of clients to our new trading platform, and are on track to complete the migration in early 2014 as originally projected. We are still incurring dual running costs and accelerated depreciation for the former platform, which amounted to GBP0.9m in the period. These additional costs will continue throughout the rest of the year.

FX and Broking

The institutional foreign exchange business continues to suffer from falling volumes and commission rates. Revenue fell by 52% and contribution fell by 47%. The institutional broking division experienced better volumes, compared to the same period last year, resulting in divisional revenue of GBP1.0m compared to GBP0.5m in 2012.

Outlook

Private Client Business

Although the summer months have reflected the normal seasonal trends, I remain positive about the longer-term prospects for the Group.

The level of trading from existing clients remains encouraging, but a material reduction in the resources dedicated to marketing and private client sales activities in H1'13 has led to a material drop in the number of new clients acquired during the period. New client acquisition fell by 22% to 4,500 in H1'13 compared to 5,756 in H1'12. This fall demonstrates the need to reinvest in a more focussed and efficient approach to our private client marketing and sales activity, which is already underway, and I expect to see an improvement in the fourth quarter.

Institutional and White Label Business Development

Late 2012 and early 2013 saw the Company also reduce the level of resources dedicated to growing and developing its institutional and white label partnership business. The process of reversing this position is already underway, as is a plan to rejuvenate our institutional FX business. However, due to the long sales cycles associated with this business, I do not expect to see a material improvement in sales until the second quarter of 2014.

Product Development

Innovation is the key to developing an online business. However, the focus on upgrading our trading platform has resulted in an insufficient focus on enhancing our clients' trading experience. Although our various trading platforms are not materially behind those of our competitors, I do not believe we are offering the level of differentiation required to deliver material growth. We have already initiated a number of projects that will not only redress the situation, but also position LCG as an innovator in the sector.

Summary

LCG's underlying business is solid and despite the lack of marketing investment, the LCG brand continues to attract new clients. We have already restructured and improved the focus of the business, however, in order to drive longer-term growth the Company needs to increase investment in focussed marketing, sales and product development. LCG has the resources and the intellectual capital required to execute this mandate and this will provide a platform for superior performance in the future.

Kevin Ashby

Chief Executive

London Capital Group Holdings plc

CONDENSED CONSOLIDATED INCOME STATEMENT

For the period ended 30 June 2013

 
                                           Unaudited   Unaudited     Audited 
                                            6 Months    6 Months        Year 
                                               to 30       to 30       to 31 
                                                June        June    December 
                                                2013        2012        2012 
                                   Notes     GBP'000     GBP'000     GBP'000 
 
 Revenue                             3        16,258      17,788      27,374 
 Cost of sales                               (4,511)     (6,403)     (9,521) 
                                          ----------  ----------  ---------- 
 Gross profit                                 11,747      11,385      17,853 
 
 Administrative expenses 
  (before certain items) 
  Certain items:                             (8,804)     (8,836)    (17,097) 
 Charge for provision against 
  FOS claims                        12       (1,140)     (1,867)     (1,542) 
 Impairment of goodwill                            -           -       (395) 
 Restructuring costs                           (692)           -           - 
 Costs related to change 
  in IT platform including                     (915)           -           - 
  accelerated amortisation 
--------------------------------  ------  ----------  ----------  ---------- 
 Total administrative expenses              (11,551)    (10,703)    (19,034) 
 
 Operating profit/(loss)                         196         682     (1,181) 
 
 Investment revenue                              129         148         269 
 
 Profit/(loss) before taxation                   325         830       (912) 
 
 Tax (expense)/credit                          (137)          36         340 
 
 
   Profit/(loss) for the period 
   from continuing operations                    188         866       (572) 
 
 Discontinued operations 
 
 Profit/(loss) for the period 
  from discontinued operations       6           135       (684)     (1,174) 
 
 Profit/(loss) for the period                    323         182     (1,746) 
 
 
 Earnings per share 
 
 From continuing operations: 
                                               Pence       Pence       Pence 
 Basic                               5          0.36        1.65      (1.09) 
 Diluted                             5          0.36        1.65      (1.09) 
 Adjusted basic                      5          4.38        4.34        1.72 
 
 
 
 
 
 From continuing and discontinuing 
  operations: 
                                          Pence   Pence    Pence 
 Basic                                5    0.62    0.35   (3.33) 
 Diluted                              5    0.62    0.35   (3.33) 
 Adjusted basic                       5    4.64    3.04   (0.52) 
 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended 30 June 2013

 
                                        Unaudited   Unaudited     Audited 
                                         6 Months    6 Months        Year 
                                            to 30       to 30       to 31 
                                             June        June    December 
                                             2013        2012        2012 
                                          GBP'000     GBP'000     GBP'000 
 Profit/(loss) for the 
  period                                      323         182     (1,746) 
 
   Exchange differences in 
   translation of foreign 
   operations                                   -         (7)        (59) 
                                       ----------  ----------  ---------- 
 Total comprehensive income/(loss) 
  for the period                              323         175     (1,805) 
                                       ----------  ----------  ---------- 
 
   Total comprehensive income/(loss) 
   for the period attributable 
   to the owners of the parent                323         175     (1,805) 
                                       ==========  ==========  ========== 
 
 

London Capital Group Holdings plc

CONDENSED CONSOLIDATED BALANCE SHEET

As at 30 June 2013

 
 
                                            Unaudited     Unaudited         Audited 
                                              30 June       30 June     31 December 
                                                 2013          2012            2012 
                                  Notes       GBP'000       GBP'000         GBP'000 
 NON-CURRENT ASSETS 
 Intangible assets                             11,615        13,146          12,495 
 Property, plant and 
  equipment                                     2,075         2,599           2,327 
 Available-for-sale investment                    100           100             100 
 Deferred tax asset                                24           121             474 
                                               13,814        15,966          15,396 
                                         ------------  ------------  -------------- 
 CURRENT ASSETS 
 Trade and other receivables        8           4,540         6,275           9,246 
 Cash and cash equivalents          9          29,297        35,668          22,194 
 Assets classified as 
  held for sale                     6           5,630             -               - 
                                               39,467        41,943          31,440 
                                         ------------  ------------  -------------- 
 
 TOTAL ASSETS                                  53,281        57,909          46,836 
                                         ------------  ------------  -------------- 
 
 CURRENT LIABILITIES 
 Trade and other payables         10,11        12,538        18,216          11,539 
 Current tax liabilities                            -           446             211 
 Provisions                        12           4,725         5,067           3,585 
 Liabilities directly 
  associated with assets 
  classified as held for 
  sale                               6          4,140             -               - 
                                               21,403        23,729          15,335 
                                         ------------  ------------  -------------- 
 
 TOTAL LIABILITIES                             21,403        23,729          15,335 
 
 NET ASSETS                                    31,878        34,180          31,501 
                                         ============  ============  ============== 
 
 
 EQUITY 
 Share capital                                  5,318         5,318           5,318 
 Share premium account                         19,572        19,572          19,572 
 Own shares held                              (1,287)       (1,287)         (1,287) 
 Retained profits                              13,619        15,921          13,242 
 Other reserves                               (5,344)       (5,344)         (5,344) 
 
 TOTAL EQUITY ATTRIBUTABLE 
  TO EQUITY HOLDERS OF 
  THE PARENT                                   31,878        34,180          31,501 
                                         ============  ============  ============== 
 
 
 

London Capital Group Holdings plc

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended 30 June 2013

 
 
                                              Share       Own shares 
                      Share capital         premium             held        Retained            Other     Total equity 
                                            account                          profits         reserves 
                            GBP'000         GBP'000          GBP'000         GBP'000          GBP'000          GBP'000 
 
 At 1 January 2012            5,318          19,572          (1,287)          17,090          (5,344)           35,349 
 
 Total 
  comprehensive 
  income for the 
  period                          -               -                -             175                -              175 
 Equity dividends 
  paid                            -               -                -         (1,362)                -          (1,362) 
 Share based 
  payment 
  transactions                    -               -                -              18                -               18 
 
 
 At 30 June 2012              5,318          19,572          (1,287)          15,921          (5,344)           34,180 
 
 Total 
  comprehensive 
  loss for the 
  period                          -               -                -         (1,980)                -          (1,980) 
 Equity dividends 
  paid                            -               -                -           (670)                -            (670) 
 Share based 
  payment 
  transactions                    -               -                -            (29)                -             (29) 
 
 
 At 1 January 2013            5,318          19,572          (1,287)          13,242          (5,344)           31,501 
 
 Total 
  comprehensive 
  income for the 
  period                          -               -                -             323                -              323 
 Share based 
  payment 
  transactions                    -               -                -              30                -               30 
 Reclassification 
  of foreign 
  currency 
  differences on 
  disposal of 
  subsidiary                      -               -                -              24                -               24 
 
 At 30 June 2013              5,318          19,572          (1,287)          13,619          (5,344)           31,878 
                    ===============  ==============  ===============  ==============  ===============  =============== 
 
 

London Capital Group Holdings plc

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

For the period ended 30 June 2013

 
 
                                                  Unaudited     Unaudited      Audited 
                                                   6 Months      6 Months         Year 
                                                      to 30         to 30        to 31 
                                                       June          June     December 
                                                       2013          2012         2012 
                                                    GBP'000       GBP'000      GBP'000 
 
 Profit for the financial 
  period                                                323           182      (1,746) 
 
 Adjustments for: 
 Depreciation of property, 
  plant and equipment                                   256           253          495 
 Amortisation of intangible 
  assets                                              1,204           856        1,684 
 Write off of goodwill                                    -             -          395 
 Share based payments                                    30            37         (41) 
 Gain on disposal of discontinued 
  operation                                            (42)             -            - 
 Gain on disposal of property, 
  plant and equipment                                  (12)             -            - 
 Provisions                                   12      1,140         1,867        1,542 
 Investment income                                    (129)         (171)        (280) 
 Current tax charge                                   (313)          (25)           60 
 Movement in deferred tax 
  asset                                                 450          (11)        (364) 
 
 Operating cash flows before 
  movements in working capital                        2,907         2,988        1,745 
 
 Decrease/(increase) in receivables                   2,430       (1,149)      (4,120) 
 Increase/(decrease) in payables                      5,166         (905)      (8,745) 
 
 Cash generated from operations/(utilised 
 in operations)                                      10,503           934     (11,120) 
 
 Taxation paid                                            -         (176)        (494) 
 
 Net cash generated from 
  operations/(utilised in 
  operations)                                        10,503           758     (11,614) 
                                                    -------  ------------  ----------- 
 
 Investing activities 
 Investment income                                      129           171          280 
 Disposals of non-current 
  assets and of non-current 
  assets held for sale                         13       239             -            - 
 Proceeds on the disposal 
  of property, plant and equipment                       12             -            - 
 Acquisitions of property, 
  plant and equipment                                  (28)         (499)        (468) 
 Acquisitions of intangible 
  assets                                              (407)         (829)      (1,401) 
 
 Net cash used in investing 
  activities                                           (55)       (1,157)      (1,589) 
                                                    -------  ------------  ----------- 
 
 Financing activities 
 Dividends paid                                           -       (1,362)      (2,032) 
 
 Net cash used in financing 
  activities                                              -       (1,362)      (2,032) 
                                                    -------  ------------  ----------- 
 Net increase/(decrease) 
  in cash and cash equivalents                       10,448       (1,761)     (15,235) 
 
   Cash and cash equivalents 
   at beginning of period                            22,194        37,429       37,429 
 
 Cash and cash equivalents 
  at end of period                                   32,642        35,668       22,194 
                                                    =======  ============  =========== 
 
 

London Capital Group Holdings plc

Notes to the condensed consolidated financial statements

For the period ended 30 June 2013 (unaudited)

   1.     General information 

The condensed consolidated financial statements of London Capital Group Holdings plc and its subsidiaries for the six months ended 30 June 2013 were authorised for issue by the Board of Directors on 22 August 2013. The information for the year ended 31 December 2012 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified and did not contain statements under section 498(2) or (3) of the Companies Act 2006.

   2.     Basis of preparation 

The interim condensed consolidated financial statements for the six months ended 30 June 2013 have been prepared using accounting policies consistent with International Financial Reporting Standards as adopted by the EU (IFRS) and in accordance with IAS 34 Interim Financial Reporting.

The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest audited financial statements.

The directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis for preparing the financial statements.

   3.     Segment information 

Unaudited 6 months to 30 June 2013

 
                                     Continuing Operations                             Discontinued 
                                                                                        Operations 
                 Financial      CFDs   Institutional   Institutional      Total        CFDs    Financial     Total      Total 
                    spread        UK         foreign       brokerage              Australia       spread                Group 
                  betting,                  exchange                                            betting, 
                        UK                                                                     Gibraltar 
                   GBP'000   GBP'000         GBP'000         GBP'000    GBP'000      GBP000      GBP'000   GBP'000    GBP'000 
 Revenue 
  Segmental 
  revenue           12,711       448           2,089           1,010     16,258         169          713       882     17,140 
                ----------  --------  --------------  --------------  ---------  ----------  -----------  --------  --------- 
 Total group 
  revenue                                                                                                              17,140 
 Segmental 
  operating 
  profit             5,168       318             588             231      6,305          47           79       126      6,431 
                ----------  --------  --------------  --------------  ---------  ----------  -----------  --------  --------- 
 Unallocated 
  corporate 
  expenses                                                                                                            (6,067) 
                                                                                                                    --------- 
 Operating 
  profit                                                                                                                  364 
 Finance 
  income                                                                                                                  129 
                                                                                                                    --------- 
 Profit 
  before 
  taxation                                                                                                                493 
 Taxation                                                                                                               (170) 
                                                                                                                    --------- 
 Profit 
  for the 
  period                                                                                                                  323 
                                                                                                                    ========= 
 
 Segmental 
  assets             6,642         1          13,952             473     21,068           -        5,630     5,630     26,698 
                ----------  --------  --------------  --------------  ---------  ----------  -----------  --------  --------- 
 Unallocated 
  corporate 
  assets                                                                                                               26,583 
                                                                                                                    --------- 
 Consolidated 
  total assets                                                                                                         53,281 
 Segmental 
  liabilities      (1,356)         -         (9,440)           (459)   (11,255)           -      (4,140)   (4,140)   (15,395) 
                ----------  --------  --------------  --------------  ---------  ----------  -----------  --------  --------- 
 Unallocated 
  corporate 
  liabilities                                                                                                         (6,008) 
                                                                                                                    --------- 
 Consolidated 
  total 
  liabilities                                                                                                        (21,403) 
                                                                                                                    ========= 
 

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

   3.     Segment information (continued) 

Unaudited 6 months to 30 June 2012

 
                                      Continuing Operations                             Discontinued 
                                                                                         Operations 
                  Financial      CFDs   Institutional   Institutional      Total        CFDs    Financial     Total      Total 
                     spread        UK         foreign       brokerage              Australia       spread                Group 
                   betting,                  exchange                                            betting, 
                         UK                                                                     Gibraltar 
                    GBP'000   GBP'000         GBP'000         GBP'000    GBP'000      GBP000      GBP'000   GBP'000    GBP'000 
 Revenue 
  Segmental 
  revenue            12,215       731           4,350             492     17,788          30          596       626     18,414 
                 ----------  --------  --------------  --------------  ---------  ----------  -----------  --------  --------- 
 Total group 
  revenue                                                                                                               18,414 
 Segmental 
  operating 
  profit/(loss)       4,906       599           1,055             145      6,705       (327)        (357)     (684)      6,021 
                 ----------  --------  --------------  --------------  ---------  ----------  -----------  --------  --------- 
 Unallocated 
  corporate 
  expenses                                                                                                             (6,046) 
                                                                                                                     --------- 
 Operating 
  loss                                                                                                                    (25) 
 Finance 
  income                                                                                                                   171 
                                                                                                                     --------- 
 Profit 
  before 
  taxation                                                                                                                 146 
 Taxation                                                                                                                   36 
                                                                                                                     --------- 
 Profit 
  for the 
  period                                                                                                                   182 
                                                                                                                     ========= 
 
 Segmental 
  assets              7,954        11          12,483             284     20,732         403        3,598     4,001     24,733 
                 ----------  --------  --------------  --------------  ---------  ----------  -----------  --------  --------- 
 Unallocated 
  corporate 
  assets                                                                                                                33,176 
                                                                                                                     --------- 
 Consolidated 
  total assets                                                                                                          57,909 
                                                                                                                     ========= 
 Segmental 
  liabilities         (625)         -        (12,125)           (201)   (12,951)        (48)      (2,706)   (2,754)   (15,705) 
                 ----------  --------  --------------  --------------  ---------  ----------  -----------  --------  --------- 
 Unallocated 
  corporate 
  liabilities                                                                                                          (8,024) 
                                                                                                                     --------- 
 Consolidated 
  total 
  liabilities                                                                                                         (23,729) 
                                                                                                                     ========= 
 

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

 
 
 
   3.     Segment information (continued) 

Audited 12 months to 31 December 2012

 
                                      Continuing Operations                             Discontinued 
                                                                                         Operations 
                  Financial      CFDs   Institutional   Institutional      Total        CFDs    Financial     Total      Total 
                     spread        UK         foreign       brokerage              Australia       spread                Group 
                   betting,                  exchange                                            betting, 
                         UK                                                                     Gibraltar 
                    GBP'000   GBP'000         GBP'000         GBP'000    GBP'000      GBP000      GBP'000   GBP'000    GBP'000 
 Revenue 
  Segmental 
  revenue            19,637       891           6,101             745     27,374         137        1,075     1,212     28,586 
                 ----------  --------  --------------  --------------  ---------  ----------  -----------  --------  --------- 
 Total group 
  revenue                                                                                                               28,586 
 Segmental 
  operating 
  profit/(loss)       6,617       737           1,647             129      9,130       (568)        (570)   (1,138)      7,992 
                 ----------  --------  --------------  --------------  ---------  ----------  -----------  --------  --------- 
 Unallocated 
  corporate 
  expenses                                                                                                            (10,322) 
                                                                                                                     --------- 
 Operating 
  loss                                                                                                                 (2,330) 
 Finance 
  income                                                                                                                   280 
                                                                                                                     --------- 
 Loss before 
  taxation                                                                                                             (2,050) 
 Taxation                                                                                                                  304 
                                                                                                                     --------- 
 Loss for 
  the year                                                                                                             (1,746) 
                                                                                                                     ========= 
 
 Segmental 
  assets             10,647        30           7,602             254     18,533         449        1,771     2,220     20,753 
                 ----------  --------  --------------  --------------  ---------  ----------  -----------  --------  --------- 
 Unallocated 
  corporate 
  assets                                                                                                                26,083 
                                                                                                                     --------- 
 Consolidated 
  total assets                                                                                                          46,836 
                                                                                                                     ========= 
 Segmental 
  liabilities         (979)         -        (11,321)             (1)   (12,301)        (14)      (2,170)   (2,184)   (14,485) 
                 ----------  --------  --------------  --------------  ---------  ----------  -----------  --------  --------- 
 Unallocated 
  corporate 
  liabilities                                                                                                            (850) 
                                                                                                                     --------- 
 Consolidated 
  total 
  liabilities                                                                                                         (15,335) 
                                                                                                                     ========= 
 

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

   4.     Adjusted profit before tax and adjusted EBITDA from continuing operations 
 
                                                  Unaudited              Unaudited   Audited Year to 31 December 2012 
                                        6 Months to 30 June    6 Months to 30 June 
                                                       2013                   2012                            GBP'000 
 
                                                    GBP'000                GBP'000 
 
 Reported profit/(loss) before tax from continuing 
  operations                                            325                    830                              (912) 
 Add back - charge for provision against FOS claims   1,140                  1,867                              1,542 
 Add back - impairment of ProSpreads goodwill             -                      -                                395 
 Add back - restructuring costs                         692                      -                                  - 
 Add back - costs related to change in IT platform      915                      -                                  - 
 Adjusted profit before tax from continuing 
  operations                                          3,072                  2,697                              1,025 
 Tax as reported                                      (137)                     36                                340 
 Tax effect of add backs                              (639)                  (461)                              (464) 
                                                     ------  ---------------------  --------------------------------- 
 Adjusted profit after tax from continuing 
  operations                                          2,296                  2,272                                901 
                                                     ======  =====================  ================================= 
 
 Reported profit/(loss) before tax from continuing 
  operations                                            325                    830                              (912) 
 Add back - amortisation and depreciation from 
  continuing operations                               1,435                  1,081                              2,125 
 Add back - charge for provision against FOS claims   1,140                  1,867                              1,542 
 Add back - impairment of ProSpreads goodwill             -                      -                                395 
 Add back - restructuring costs                         692                      -                                  - 
 Add back - costs related to change in IT platform      915                      -                                  - 
 
 Adjusted EBITDA from continuing operations           4,507                  3,778                              3,150 
                                                     ======  =====================  ================================= 
 
 

5. Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year, after deducting any own shares held. 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.

From continuing and discontinued operations

The calculation of the basic and diluted earnings per share is based on the following data:

 
                                                    Unaudited      Unaudited   Audited Year to 31 December 2012 
                                                  6 Months to    6 Months to 
                                                      30 June        30 June                            GBP'000 
                                                         2013           2012 
 
                                                      GBP'000        GBP'000 
 Earnings 
 Earnings for the purposes of basic earnings 
  per share being net profit attributable to 
  the 
  owners of the company                                   323            182                            (1,746) 
                                               --------------  -------------  --------------------------------- 
 
 Number of shares 
 Weighted average number of ordinary shares 
  for the purposes of basic earnings per 
  share                                            52,365,908     52,365,908                         52,365,908 
 Effect of dilutive potential ordinary 
  shares: 
  Share options                                       150,920         16,247                                  - 
                                               --------------  -------------  --------------------------------- 
 Weighted average number of ordinary shares 
  for the purposes of diluted earnings per 
  share                                            52,516,828     52,382,155                         52,365,908 
                                               --------------  -------------  --------------------------------- 
 
 From continuing operations 
 Net profit attributable to equity holders of 
  the parent                                              323            182                            (1,746) 
 
 Adjustments to exclude profit for the period 
  from discontinued operations                          (135)            684                              1,174 
 Earnings from continuing operations for the 
  purpose of basic earnings per share 
  excluding 
  discontinued operations                                 188            866                              (572) 
                                               --------------  -------------  --------------------------------- 
 
 Earnings from continuing operations for the 
  purpose of diluted earnings per share 
  excluding 
  discontinued operations                                 188            866                              (572) 
                                               --------------  -------------  --------------------------------- 
 
 

The denominators used are the same as those detailed above for both basic and diluted earnings per share from continuing and discontinued operations

   5.     Earnings per share (continued) 

Earnings per share

 
                                                                  Unaudited      Unaudited                     Audited 
                                                                6 Months to    6 Months to    Year to 31 December 2012 
                                                                    30 June        30 June 
                                                                       2013           2012 
 Basic earnings/(loss) per share from continuing operations           0.36p          1.65p                     (1.09p) 
 Basic earnings/(loss) per share from discontinued 
  operations                                                          0.26p        (1.30p)                     (2.24p) 
                                                              -------------  -------------  -------------------------- 
 
 Basic earnings/(loss) per share                                      0.62p          0.35p                     (3.33p) 
                                                              -------------  -------------  -------------------------- 
 
 
 

Diluted earnings per share

 
                                                                  Unaudited      Unaudited                     Audited 
                                                                6 Months to    6 Months to    Year to 31 December 2012 
                                                                    30 June        30 June 
                                                                       2013           2012 
 Diluted earnings/(loss) per share from continuing 
  operations                                                          0.36p          1.65p                     (1.09p) 
 Diluted earnings/(loss) per share from discontinued 
  operations                                                          0.26p        (1.30p)                     (2.24p) 
                                                              -------------  -------------  -------------------------- 
 
                                                                      0.62p          0.35p                     (3.33p) 
                                                              -------------  -------------  -------------------------- 
 

Adjusted earnings per share from continuing operations

 
                                                                  Unaudited      Unaudited                     Audited 
                                                                6 Months to    6 Months to    Year to 31 December 2012 
                                                                    30 June        30 June 
                                                                       2013           2012 
 Adjusted basic earnings per share from continuing 
  operations                                                          4.38p          4.34p                       1.72p 
 Adjusted basic earnings/(loss) per share from continuing 
  and discontinued operations                                         4.64p          3.04p                     (0.52p) 
 
 
   6.     Discontinued Operations 

The Group has classified both London Capital Group Pty Limited, the Group's Australian subsidiary, and ProSpreads, the Group's Gibraltarian subsidiary, as discontinued operations at the balance sheet date.

The results of the discontinued operations, which have been included in the consolidated income statement, are as follows:

 
                                                         Unaudited      Unaudited   Audited Year to 31 December 2012 
                                                       6 Months to    6 Months to 
                                                           30 June        30 June                            GBP'000 
                                                              2013           2012 
 
                                                           GBP'000        GBP'000 
 
 Revenue                                                       882            626                              1,212 
 Expenses                                                    (756)        (1,310)                            (2,350) 
                                                            ------  -------------  --------------------------------- 
 
   Profit before tax                                           126          (684)                            (1,138) 
 
 Attributable tax expense                                     (33)              -                               (36) 
 
 Profit on disposal of discontinued operations                  42              -                                  - 
                                                            ------  -------------  --------------------------------- 
 Net profit attributable to discontinued operations 
  (attributable to the owners of the Company)                  135          (684)                            (1,174) 
                                                            ------  -------------  --------------------------------- 
 
 

During the period the discontinued operations contributed the following cash flows:

 
                                               Unaudited      Unaudited   Audited Year to 31 December 2012 
                                             6 Months to    6 Months to 
                                                 30 June        30 June                            GBP'000 
                                                    2013           2012 
 
                                                 GBP'000        GBP'000 
 Cash flows from discontinued operations: 
 Operating cash flows                              1,932           (19)                              (953) 
 Investing cash flows                                 23           (34)                               (31) 
 Financing cash flows                                  -              -                                  - 
                                                  ------  -------------  --------------------------------- 
 Total cash flows from discontinued operations     1,955           (53)                              (984) 
 
 
 
   6.     Discontinued Operations (continued) 

London Capital Group Pty Limited

On 3 May 2013 the Group entered into a sale agreement to dispose of London Capital Group Pty Limited, the Group's Australian entity. The trading operations were wound down and the subsequent disposal was effected in order for the Group to concentrate on core UK activities and minimise the losses from foreign subsidiaries. The disposal was completed on 16 May 2013, on which date control of London Capital Group Pty Limited passed to the acquirer.

The results of the discontinued operations for London Capital Group Pty Limited, which have been included in the consolidated income statement, were as follows:

 
                                                         Unaudited      Unaudited   Audited Year to 31 December 2012 
                                                       6 Months to    6 Months to 
                                                           30 June        30 June                            GBP'000 
                                                              2013           2012 
 
                                                           GBP'000        GBP'000 
 
 Revenue                                                       169             30                                137 
 Expenses                                                    (122)          (357)                              (705) 
                                                            ------  -------------  --------------------------------- 
 
   Profit before tax                                            47          (327)                              (568) 
 
 Attributable tax expense                                     (33)              -                               (36) 
 
 Profit on disposal of discontinued operations                  42              -                                  - 
                                                            ------  -------------  --------------------------------- 
 Net profit attributable to discontinued operations 
  (attributable to the owners of the Company)                   56          (327)                              (604) 
                                                            ------  -------------  --------------------------------- 
 
 

A profit of GBP42,000 arose on the disposal of London Capital Group Pty Limited, being the proceeds of the disposal less the carrying amount of the subsidiary's net assets and foreign exchange differences transferred to the income statement on disposal.

   6.     Discontinued Operations (continued) 

ProSpreads Limited

In February the board resolved to dispose of the Group's Gibraltarian operations and negotiations with several interested parties have subsequently taken place. This operation, which is expected to be sold within 12 months, has been classified as a disposal group held for sale and presented separately in the balance sheet. The proceeds of disposal are expected to exceed the book value of the assets and accordingly no impairment losses have been recognised on the classification of these operations as held for sale.

The results of the discontinued operations for ProSpreads Limited, which have been included in the consolidated income statement, were as follows:

 
                                                         Unaudited      Unaudited   Audited Year to 31 December 2012 
                                                       6 Months to    6 Months to 
                                                           30 June        30 June                            GBP'000 
                                                              2013           2012 
 
                                                           GBP'000        GBP'000 
 
 Revenue                                                       713            596                              1,075 
 Expenses                                                    (634)          (953)                            (1,645) 
                                                            ------  -------------  --------------------------------- 
 
   Profit before tax                                            79          (357)                              (570) 
                                                            ------  -------------  --------------------------------- 
 Net profit attributable to discontinued operations 
  (attributable to the owners of the Company)                   79          (357)                              (570) 
                                                            ------  -------------  --------------------------------- 
 
 

The major classes of assets and liabilities comprising the operations of ProSpreads Limited, the subsidiary classified as held for sale are as follows:

 
                                                 Unaudited 
                                              30 June 2013 
                                                   GBP'000 
 
  Intangible assets                                     85 
   Property, plant and equipment                        26 
 Trade and other receivables                           110 
 Amounts due from brokers                            2,064 
 Cash and bank balances                              3,345 
 
 Total assets classified as held for sale            5,630 
                                            -------------- 
 
 
 Trade and other payables                                                  532 
 Amounts due to clients                                                  3,521 
 Accruals                                                                   87 
 
 Total liabilities associated with assets classified as held for sale    4,140 
                                                                        ------ 
 
 Net assets of disposal group                                            1,490 
                                                                        ====== 
 
   7.     Dividends 
 
                                       Unaudited   Unaudited       Audited 
                                        6 Months    6 Months       Year to 
                                              to          to   31 December 
                                         30 June     30 June          2012 
                                            2013        2012 
Amounts recognised as distributions 
 to equity holders 
 in the period: 
                                         GBP'000     GBP'000       GBP'000 
Final dividend for the year 
 ended 31 December 2012 of nil 
 (2011: 2.6p)                                   -      1,351         1,351 
Interim dividend for the year 
 ended 31 December 2013 of nil 
 (2012: 1.3p)                                   -          -           681 
                                                -      1,351         2,032 
 ------------------------------------------------  ---------  ------------ 
 
Dividends declared in respect of the period: 
 
Interim dividend for the year 
 to 31 December 2013 of nil 
 (2012: 1.3p)                                   -        681           681 
                                      -----------  ---------  ------------ 
 
 
   8.     Trade and other receivables 
 
                             Unaudited   Unaudited             Audited 
                               30 June     30 June    31 December 2012 
                                  2013        2012 
                                                               GBP'000 
                               GBP'000     GBP'000 
 Trade receivables                 524         665                 295 
 Amounts due from brokers        2,481       4,123               7,425 
 Other receivables                 491         796                 658 
 Current tax receivable            102           -                   - 
 Prepayments                       942         691                 868 
 
                                 4,540       6,275               9,246 
                            ----------  ----------  ------------------ 
 

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

   9.     Cash and cash equivalents 
 
                                                                             Unaudited   Unaudited             Audited 
                                                                               30 June     30 June    31 December 2012 
                                                                                  2013        2012 
                                                                                                               GBP'000 
                                                                               GBP'000     GBP'000 
 Gross cash and cash equivalents                                                56,980      67,315              55,942 
 Less: Segregated client funds                                                (27,683)    (31,647)            (33,748) 
                                                                            ----------  ----------  ------------------ 
 Own cash, Institutional foreign exchange client funds and title transfer 
  funds                                                                         29,297      35,668              22,194 
 
   Analysed as: 
 Cash at bank and in hand                                                       23,297      26,551              20,119 
 Short-term deposits                                                             6,000       9,117               2,075 
                                                                            ----------  ----------  ------------------ 
 
                                                                                29,297      35,668              22,194 
                                                                            ----------  ----------  ------------------ 
 

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

Segregated client funds include client funds held in segregated accounts or on short term deposits (under 3 months) in line with the FCA'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 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.

10. Trade payables and amounts due to clients

 
                                                  Unaudited   Unaudited             Audited 
                                                    30 June     30 June    31 December 2012 
                                                       2013        2012 
                                                                                    GBP'000 
                                                    GBP'000     GBP'000 
 Trade payables                                         556         958                 659 
 Amounts due to clients: 
 
        *    Institutional FX clients                 9,297      12,125               7,624 
 
        *    Spread betting clients under TTCA            -       2,131               1,617 
 
                                                      9,853      15,214               9,900 
                                                 ----------  ----------  ------------------ 
 

11. Other payables

 
                                    Unaudited   Unaudited             Audited 
                                      30 June     30 June    31 December 2012 
                                         2013        2012 
                                                                      GBP'000 
                                      GBP'000     GBP'000 
 Commission payments due                  483         201                 128 
 Other taxes and social security          201         243                 181 
 Accruals                               2,001       2,558               1,330 
 
                                        2,685       3,002               1,639 
                                   ----------  ----------  ------------------ 
 

12. Provisions and contingent liabilities

 
                                  Unaudited   Unaudited             Audited 
                                    30 June     30 June    31 December 2012 
                                       2013        2012 
                                                                    GBP'000 
                                    GBP'000     GBP'000 
 Provision against FOS claims         4,725       5,067               3,585 
                                 ==========  ==========  ================== 
 
 
 
 
                         Provision against FOS claims   Contingency against FOS claims 
 
                                              GBP'000                          GBP'000 
 At 1 January 2013                              3,585                            1,045 
 Additional provision                           1,140                              397 
 
                                                4,725                            1,442 
                        -----------------------------  ------------------------------- 
 

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. Whilst the final judgement has not been received, provisional correspondence regarding the total compensation that will be payable to complainants due to additional interest and other charges has resulted in an increase to the provision and contingent liability during the period.

As at the date of this report the Directors have made an assessment of the provision and contingent liability based on all available of information including an analysis of the losses incurred in the fund attributable to clients under the protection of the FOS, the FOS's rules on compensation and the portfolio of complainants. Whilst the provision of GBP4.7m (2012: GBP3.6m) represents a best estimate of the expected liability, there remains significant uncertainty as to the eventual financial outcome and timing of any payments to clients.

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 and expert advice received, the Group views the claim as 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 second half of the year.

13. Disposal of subsidiary

As referred to in note 6, on 16 May 2013 the Group disposed of its interest in London Capital Group Pty Limited.

The net assets of London Capital Group Pty Limited at the date of disposal were as follows:

 
                                                                                       Unaudited 
                                                                                    30 June 2013 
 
                                                                                         GBP'000 
 Other receivables                                                                           196 
 Prepayments                                                                                   4 
 Cash                                                                                        178 
 Corporation tax                                                                            (27) 
 
 
   Foreign exchange differences transferred to the income statement on disposal               24 
 Gain on disposal                                                                             42 
                                                                                  -------------- 
 
 Total consideration                                                                         417 
                                                                                  -------------- 
 

Net cash inflow arising on disposal:

 
 Consideration received in cash and cash equivalents      417 
 Less: Cash and cash equivalents disposed of            (178) 
                                                       ------ 
 
                                                          239 
                                                       ------ 
 

The total consideration was paid in cash

There were no disposals of subsidiaries made in 2012.

The impact of London Capital Group Pty Limited on the Group's results in the current period are shown in Note 6.

14. Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note:

 
                                      Purchase of goods 
                   Unaudited      Unaudited   Audited Year to 31 December 2012 
                 6 Months to    6 Months to 
                     30 June        30 June                            GBP'000 
                        2013           2012 
 
                     GBP'000        GBP'000 
 
 Sensatus UK              73             84                                162 
 
 

The following amounts were outstanding at the balance sheet date:

 
                     Amounts owed by related parties 
                Unaudited   Unaudited             Audited 
                  30 June     30 June    31 December 2012 
                     2013        2012 
                                                  GBP'000 
                  GBP'000     GBP'000 
 
 Sensatus UK           62          63                  63 
 
 

The Group holds a GBP100,000 investment in Sensatus UK Limited, the provider of London Capital Group Limited's on-line charts. Simon Denham, who was a Director of the Company during the period, is currently a Director of Sensatus UK Limited. All purchases were made at the market price.

The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No provisions have been made for doubtful debts in respect of the amounts owed to related parties. The outstanding loan balance bears interest at the Barclays Bank Base Rate + 9% per annum.

15. Events after balance sheet date

As referred to in the Chairman's statement following the period end Siobhan Moynihan, Group Finance Director, notified the Board of her intention to resign.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR PGUCGRUPWUAP

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