Annual report Option Trading Company N.V. Brussel

Transcription

1 Annual report 2012 Option Trading Company N.V. Brussel

2 Table of contents Page 1. Report of the Board 4 2. Financial overview and company information 2.1 Core figures Balance headlines Profit & Loss headlines Other 7 3. Annual accounts 3.1 Balance sheet at 31 December Statement of income and expenses for the year Notes to the financial statements Notes to the balance sheet Notes to the statement of income and expenses Other information 3.1 Audit statement Statutory provision regarding appropriation of Proposal Proposal result 19 2

3 1. Report of the Board 3

4 1.1 Report of the Board Business Developments during the year The year 2012 was in many ways quite disappointing for OTC. We started 2012 with 3 employees in our Brussels office. In March 2012 one trader left and in September we had a reorganization whereby one other employee left. At this moment there is one trader active at OTC. The leave of the trader substantially decreased the earning capacity of OTC. Eventually the net result for 2012 is 1000 euro positive. This is a very disappointing result for all stakeholders. Given the poor result there is no proposal to pay out a dividend. The financial position is solid enough to fund the current business. Results are negatively impacted by the lack of returns on the trading strategies. Especially the newly introduced strategies didn t bring the results hoped for. With the reorganization these strategies have been terminated. Outlook On the macro front the most important threat comes from the introduction of the "Financial Transaction Tax" (FTT). The first influence of the FTT came as of August 2012 for the French listed companies. We noticed that the volumes on the French market decreased significantly. Recently Italy also introduced a FTT and the volumes are significantly down there as well. At this moment there are discussions to introduce a FTT Europe wide. If this happens we are afraid that this will have a disastrous effect on the volumes traded. It is difficult to estimate what the consequences are for the financial sector and OTC specifically. On the company side OTC is looking to attract a second trader and to put emphasis on strategies which are scalable and more systematic. The current situation with one dedicated trader is solid for the short term but not sustainable in the long term. The start of 2013 has been reasonable for OTC but given the uncertain environment we cannot give an outlook for the whole year. Closing After serving for 2 years as a member of the Board of OTC Mr. Frank van Dorth has resigned and is succeeded by Mr. Bjorn Distelmans. We wish Mr. Frank van Dorth success in his new job and welcome Mr. Bjorn Distelmans as new Board member. Maurizio Scrocca Chairman of the Board Option Trading Company N.V. 4

5 2. Financial overview and company information 2.1 Core figures Option Trading Company N.V. Comparative figures INCOME in 000's Euro Company result (268) (193) (425) Result from ordinary activities before tax (238) 407 (2,506) Result for the period before taxes (238) 407 (2,506) Result of the year (238) 407 (2,506) EPS (0.077) (1.20) 2.2 Balance headlines Option Trading Company N.V. Comparative balance sheet figures ASSETS in EUR 000's FIXED ASSETS ACQUISITION EXPENSES TANGIBLE ASSETS FINANCIAL ASSETS CURRENT ASSETS 9,622 8,269 4,105 1,308 1,197 RECEIVABLES DUE WITHIN ONE YEAR , INVESTMENTS 9,051 7, CASH , ACCRUALS - 4 TOTAL ASSETS 9,624 8,276 4,120 1,363 1,305 5

6 Option Trading Company N.V. Comparative balance sheet figures LIABILITIES in EUR 000's EQUITY 1,383 1,382 1,109 1, CAPITAL 1,906 1,906 1,906 1,906 1,906 Issued shares 1,906 1,906 1,906 1,906 1,906 SHARE PREMIUM RESERVES legal reserve RESULT (1,035) (1,036) (1,309) (1,071) (1,478) LIABILITIES 8,241 6,894 3, AMOUNTS PAYABLE WITHIN ONE YEAR 8,241 6,895 3, ACCRUALS TOTAL LIABILITIES 9,624 8,276 4,120 1,363 1, Profit & Loss headlines Option Trading Company N.V. Comparative income statement figures Statement of income and expenses in 000's Euro Operating income and expeses Gross margin (62) (47) (47) (108) (176) Remuneration, social security costs and pensions (174) (248) (165) (17) (192) Depreciation and amounts written off acquisition expenses, intangible and tangible fixed assets (5) (5) (53) (67) (53) Other operating expenses (2) (3) (3) (1) (4) Operating Income (243) (303) (268) (193) (425) Financial income Financial expenses (2,643) Result from ordinary activities before tax (238) 407 (2,506) Result for the period before taxes (238) 407 (2,506) Result of the year (238) 407 (2,506) Profit for the year (238) 407 (2,506) 6

7 2.4 Other Share information ISIN Mnemo BE OTCB Introduction 24 May 2006 Market Euronext Brussel Vrije Markt No. issued shares Free float on 31/12/2012 Closing High shares Market capitalization Shareholders and company address Scrocca Trading Group B.V. holds 91% of the shares; 9% of the shares are traded on the Brusselse Vrije Markt. Option Trading Company N.V. has its offices at Regentschapstraat 43, 1000 Brussel. We can be contacted on phone no Option Trading Company N.V has no branch offices in Belgium or any other country. 7

8 Trade information Further information can be found on the website of NYSE Euronext: strument=157641&isincode=be

9 3. Annual accounts 9

10 3.1 Balance sheet Company balance sheet as of December 31, 2012 (before appropriation of result) Assets Fixed assets Tangible fixed assets Computers 1 1,863 6,740 1,863 6,740 Current assets Receivables group companies 2 494, ,702 Other accounts receivable 3 1,368,293 93,927 1,863, ,629 Securities 7,735,431 7,696,094 Cash at bank and in hand 23,625 10,249 9,624,009 8,278,712 Liabilities EUR EUR Shareholders' equity 4 Issued share capital 1,905,572 1,905,572 Share premium 382, ,929 Other reserves 128, ,850 Retained earnings reserves -1,035,370-1,036,656 1,381,981 1,380,695 Short-term-liabilities Amounts owed to credit institutions 5 8,223,973 6,872,048 Wage tax & social securities 2,015 3,950 Other payables 16,040 22,019 8,242,028 6,898,017 9,624,009 8,278,712 10

11 3.2 Statement of income and expenses for the year 2012 Statement of income and expenses for the year Trading income 304, ,260 Personnel expenses 6 171, ,264 Depreciaton of tangible fixed assets 4,877 4,877 Other operating expenses 7 134,521 49,138 Total operating expenses 310, ,279 Operating result - 6, ,981 Other income and similar income 8-8,118-21,169 Other expenses and similar costs 399 Financial income and expense - 7,719-21,169 Result from operational activities before taxation 1, ,150 Taxation - - Net result after taxation 1, ,150 11

12 3.3 Notes to the financial statements General The activities of Option Trading Company N.V. having its legal seat in Brussel, primarly consist of executing and processing trades in securities, futures and options on electronic exchanges and trading venues. Changes in accounting policies Compared with previous year, there have been no changes in the accounting policies applied. Translation of foreign currency Receivables, liabilities and obligations denominated in foreign currency are translated at the exchange rates prevailing at balance sheet date. Transactions in foreign currency during the financial year are recognised in the financial statements at the exchange rates prevailing at transaction date. The exchange differences resulting from the translation as of balance sheet date, taking into account possible hedge transactions, are recorded in the profit and loss account. Financial instruments Financial instruments be both primary financial instruments, such as receivables and payables, and financial derivatives. For the principles of primary financial instruments, reference is made to the treatment per balance sheet item. Financial derivatives are valued at fair value: Upon first recognition, financial derivatives are recognised at fair value and then revalued at fair value as at balance sheet date. Risk management Option Trading Company N.V. has taken a risk- based approach in monitoring and controlling market, credit and operational risks. Important risks that are recognised and for which control measures have been implemented are: - Market risk The risk of the value of a financial instrument fluctuating because of changes in market prices caused by specific factors related to the individual instrument or by general factors related to all the instruments in a market. - Credit risk The risk of an issuer of a financial instrument or counterparty failing to meet its obligations: credit risk is mainly limited to settlement of over the counter transactions. - Operational risk Operational risk is the risk of business operations failing due to human error. 12

13 Accounting policies in respect of the valuation of assets and liabilities General The company financial statements have been prepared according with "koninklijk besluit van 30 januari 2001 tot uitvoering van het Wetboek van vennootschappen". The financial statements are prepared in euro. Unless presented otherwise at the relevant principle for the specific balance sheet item, assets and liabilities are presented at face value. Tangible fixed assets Tangible fixed assets are presented at cost less accumulated depreciation and, if applicable, less impairments in value. Depreciation is based on the estimated useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset comes into use. Land is not depreciated. Accounts receivable Upon initial recognition the receivables are included at fair value and then valued at amortised cost. The fair value and amortised cost equal the face value. Any provision for doubtful accounts deemed necessary is deducted. These provisions are determined by individual assessment of the receivables. Securities The listed shares and bonds are valued at quoted market value at balance sheet date. Realised and unrealized value changes are directly recognised in the profit and loss account. Bonds held to maturity are valued at amortised cost. Provisions Provisions are formed in respect of concrete or specific risks and liabilities existing on the balance sheet date, which extent is uncertain, but can reasonably be estimated. For amounts of taxation payable in the future, due to differences between the valuation principles in the annual report and the valuation for taxation purposes of the appropriate balance sheet items, a provision has been formed for the aggregate of these differences multiplied by the current rate of taxation. These provisions are reduced by amounts of taxation recoverable in the future in respect of the carry-forward of unused tax losses, to the extent that it is probable that future tax profits will be available for settlement. 13

14 Accounting policies in respect of result determination General Income and expenses are accounted for on accrual basis. Profit is only included when realized on the balance sheet date. Losses originating before the end of the financial year are taken into account if they have become known before preparation of the financial statements. Depreciation and amortization The calculation of depreciation on fixed assets is based on the purchase price or cost of manufacture. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Realized capital gains and losses on the disposal of fixed assets are included under depreciation and amortization expenses. Realized capital gains and losses on the disposal of fixed assets which are not used in the operation are included under extraordinary income and expense. Other operating expenses Expenses are based on the historical cost convention and attributed to the financial year to which they pertain. Net financial result Interest income and expenses is the interest received, respectively paid to third parties. Taxation Corporate income tax is calculated at the applicable rate on the result for the financial year, taking into account permanent differences between profit calculated according to the financial statements and profit calculated for taxation purposes, and with which deferred tax assets (if applicable) are only valued insofar as their realisation is likely. 14

15 3.4 Notes to the balance sheet Fixed Assets 1. Tangible fixed assets Computers Total Originally invested 14,632 28,074 Accumulated depreciation - 7,892-21,334 Balance as at 31 December ,740 6,740 Changes in 2012 Investments - - Depreciation - 4,877-4,877-4,877-4,877 Balance as at 31 December ,863 1,863 Originally invested 14,632 28,074 Accumulated depreciation - 12,769-26,211 Balance as at 31 December ,863 1,863 Depreciation rates 33,33% Current assets 2. Receivables from group companies Scrocca Trading Group B.V. 397, ,671 Scrocca Option Trading B.V. 97, ,031 Balance as at December 494, , Other accounts receivables Amounts receivable from credit institution 1,295,041 47,086 Receivable withholding taxes 73,252 40,284 Taxes and social security premiums - 2,761 Other receiveables 3,796 Balance as at December 1,368,293 93,927 15

16 Liabilities 4. Shareholder's equity Issued share capital Share premium reserve Legal reserve Other reserves Retained earnings Total Balance as at 1 January ,905, , ,850-1,036,656 1,380,695 Changes: - Issue of ordinary shares - Appropriation of result - Result for the year 1,286 1,286 Dividend paid - Balance as at 31 December ,905, , ,850-1,036,656 1,286 1,381,981 Issued share capital The issued share capital is shares, of which is free float on the Vrije Markt Brussel. 5. Short-term liabilities Securities 8,211,747 6,487,861 Clearing Member 12, ,187 8,223,973 6,872,048 Events after balance sheet and off balance sheet commitments and rights Rental obligations The company has a contractual obligation for the payment of rent terms for a total amount of The term of the contract ends in September Warranties/ guarantees As of year end the company is provided an amount of to warranties and guarantees. There are no evenst after balance sheet with material influence regarding the presented balance sheet and statement of income and expenses. 16

17 3.5 Notes to the statement of income and expenses Personnel expenses Wages & Salaries 141, ,196 Social security and other personnel expenses 29,731 48, , ,264 Average number of employees In the company the no. of employees is Other operating expenses Cost of Listing 7,583 7,429 Housing 21,848 18,745 Office expenses 26,240 5,730 General Expenses 78,850 17, ,521 49, Interest and similar income Applied interest Scrocca Trading Group B.V. - 2,304-15,907 Applied interest Scrocca Option Trading B.V. - 5,814-5,722-8,118-21,629 Brussels, 25 April 2013 M. Scrocca Chief Executive Officer 17

18 4. Other information 18

19 4.1 Audit statement No audit has been performed in accordance with the statutory size exemption. 4.2 Statutory provision regarding appropriation of Proposal The company statutory regulations concerning the appropriation of result: 1. The profit shall be at the disposal of the general meeting of shareholders. 2. Distribution of profits takes place after establishment of the annual report that indicates that distribution is permitted. A loss may only be offset against the reserves which are prescribed by law to the extent that it is permitted by law. 3. Distribution of profits to shareholders and other entitled persons can only take place as far as equity exceeds capital paid and called increased by legal reserves. 4. At calculation of distribution of profit, shares that are kept in company's capital are left aside, unless those shares are charged with usufruct or certificates of those shares have been issued with cooperation of the company. 4.3 Proposal result The management of the company proposes to appropriate the profit as follows: The profit for the year 2012 in the amount of will be attributed in full from the other reserves. This proposal needs to be approved by the General Shareholders Meeting. 19