8-K 1 eight-k.htm 8-K eight-k.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2010

Investors Capital Holdings, Ltd.
(Exact name of registrant as specified in its charter)

Delaware  333-43664  04-3284631 
(State or Other Jurisdiction  (Commission  (IRS Employer 
of Incorporation)  File Number)  Identification No.) 

230 Broadway East
Lynnfield, MA 01940
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (800) 949-1422

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[] (Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] (Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] (Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] (Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02 Results of Operations and Financial Condition.

On November 12, 2010 the Registrant issued a news release, a copy of which is set forth in Exhibit 2.02 hereto, announcing financial results for the Registrant for the fiscal quarter ended September 30, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

      Investors Capital Holdings, Ltd.

                                          By /s/ Timothy B. Murphy                                           
                                   Timothy B. Murphy, Chief Executive Officer

Date: November 17, 2010



Exhibit 2.02


FOR IMMEDIATE RELEASE

Contact:
Robert Foney, Chief Marketing Officer
781.477.4814
rfoney@investorscapital.com

www.investorscapital.com

Investors Capital Holdings Q2 Revenues Rise 7.9%
CEO Murphy likes firm’s strong positioning, growth, and stability

Lynnfield, Mass. (November 12, 2010) – Investors Capital Holdings, Ltd. (NYSE Amex: ICH, “the Company”), a financial services holding company, posted second quarter total revenue of $20.43 million for the period ended September 30, 2010 (“the quarter”) compared to total revenue of $18.94 million for the quarter ended September 30, 2009 (“prior period”). The Company operates primarily through its wholly-owned subsidiary, Investors Capital Corporation (“ICC”), a dually registered broker-dealer and investment advisory firm.

Total revenue for the quarter grew by $1.49 million, or 7.9%, compared to the prior period. The increase is due primarily to a rise in commissionable revenues as markets continue to rebound from the recent recession. Commission revenue, which accounts for 81.8% of total revenue, increased 8.8% to $16.72 million. Advisory fees, which account for 15.1% of total revenue, grew 7.6% to $3.09 million. The rise in advisory revenue reflects growth in market asset values, as well as new investment contributions.

“We are pleased to see continued growth in revenues generated by our registered representatives, particularly in our advisory platforms,” said Timothy B. Murphy, the Company’s President and CEO. “Ours is a service business, and by keeping the delivery of 5-star service every day to our advisors forefront in all that we do, our revenue, profitability, and recruiting goals become achievable.”



At quarter end, the firm’s net capital position remained stable at $2.72 million for the quarter (an excess of $2.22 million) with a net capital ratio of 2.78:1. The SEC Uniform Net Capital Rule (Rule 15c3-1) requires that Investors Capital maintain net capital of $100,000 and a ratio of specified aggregate indebtedness to net capital (a “net capital ratio”) not to exceed 15 to 1.

Investors Capital continues to benefit from improving the overall quality of its representatives, a key component of the Company’s strategy for achieving growth in revenues and net income. The firm seeks to continually improve the quality of its representatives by helping them improve their skills and practices, recruiting established, high-quality representatives, and terminating low-quality advisors. The firm’s average revenue per representative, based on a rolling 12-month period, rose again in the second quarter to $140,440, an increase of 24.8% over $112,519 for the prior period.

Total expenses increased by $2.54 million, or 13.7%, principally as a result of increases in commissions and advisory fees paid to representatives; compensation; and regulatory, legal, and professional fees. Increases in reserves for estimated legal and regulatory settlements, including recent estimated settlements with the Massachusetts Securities Division, were a significant factor in the Company posting a net loss of $0.64 million for the quarter compared to net income of $0.21 million for the prior period.

“We settled a regulatory matter with the State that greatly impacted our earnings this quarter,” said Murphy. “We are pleased to have this issue resolved; and we look forward to pursuing profitability going forward.”



Adjusted EBITDA was $0.48 million loss for the quarter compared to $0.59 million for the prior period, due primarily to increased operating expenses. Adjusted EBITDA, a non-GAAP financial measure described below, is a key metric utilized by the firm in evaluating its financial performance.

About Investors Capital Holdings, Ltd.:

Investors Capital Holdings, Ltd. (NYSE Amex: ICH) of Lynnfield, Massachusetts is a financial services holding company that operates primarily through its independent broker/dealer and investment advisor subsidiary, Investors Capital Corporation. Our mission is to provide premier 5-star service and support to our valued registered representatives, including advisory programs, strategic practice management and marketing services, and technology, to help them grow their businesses and exceed their clients’ expectations. Business units include Investors Capital Corporation, ICC Insurance Agency, Inc., and Investors Capital Holdings Securities Corporation. For more information, please call (800) 949-1422 x4814 or visit www.investorscapital.com.

Certain statements contained in this press release that are not historical fact may be deemed to be forward-looking statements under federal securities laws. There are many factors that could cause our future actual results to differ materially from those suggested by or forecast in the forward-looking statements. Such factors include, but are not limited to, general economic conditions, interest rate fluctuations, regulatory changes affecting the financial services industry, competitive factors effecting demand for our services, availability of funding, and other risks including those identified in the Company’s Securities and Exchange Commission filings.

Investors Capital Holdings, Ltd., 230 Broadway, Lynnfield, Massachusetts 01940, Distributor.

# # #



INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
  September 30, 2010  March 31, 2010 
Assets     
Current Assets     
Cash and cash equivalents 

$                             6,242,404 

$                           5,812,865 
Deposit with clearing organization, restricted  175,000  175,000 
Accounts receivable  4,858,612  6,042,188 
Note receivable - (current)  34,299  140,598 
Loans receivable from registered representatives (current), net of allowance  725,070  769,263 
Prepaid income taxes  -  559,007 
Securities owned at fair value  25,711  57,933 
Investments  50,000  50,000 
Prepaid expenses  975,571  957,674 
  13,086,667  14,564,528 
 
Property and equipment, net  624,402  774,182 
 
Long Term Investments     
Accounts Receivable  330,000  - 
Loans receivable from registered representatives  298,263  292,884 
Note receivable  595,000  595,000 
Investments  191,078  184,319 
Non-qualified deferred compensation investment  921,607  929,897 
Cash surrender value life insurance policies  586,116  551,398 
  2,922,064  2,553,498 
Other Assets     
Other assets  13,728  25,069 
Deferred tax asset, net  1,312,540  838,773 
Capitalized software, net  122,277  138,497 
  1,448,545  1,002,339 
 
                               TOTAL ASSETS  $                        18,081,678  $                      18,894,547 
 
Liabilities and Stockholders' Equity     
Current Liabilities     
Accounts payable  $                             1,192,538  $                              817,761 
Accrued expenses  2,439,284  2,358,656 
Notes payable  341,626  1,130,922 
Commissions payable  3,298,135  3,488,415 
Income Taxes Payable  20,187  - 
Unearned revenues  199,947  101,931 
Securities sold, not yet purchased, at fair value  855  5,693 
  7,492,572  7,903,378 
Long-Term Liabilities     
Non-qualified deferred compensation plan  951,806  793,735 
  951,806  793,735 
 
Total liabilities  8,444,378  8,697,113 
 
Stockholders' Equity:     
Common stock, $.01 par value, 10,000,000 shares authorized;     
6,625,016 issued and 6,621,131 outstanding at September 30, 2010;     
6,570,177 issued and 6,566,292 outstanding at March 31, 2009  66,250  65,958 
Additional paid-in capital  12,183,944  12,095,862 
Accumulated deficit  (2,618,555)  (1,964,084) 
Less: Treasury stock, 3,885 shares at cost (30,135) (30,135)
Accumulated other comprehensive income 35,796 29,833
Total stockholders' equity 9,637,300 10,197,434
                               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $                         18,081,678 $                       18,894,547



INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
 
   2010   2009
Revenue:     
  $                         16,715,60  $                      15,357,927 
   Commissions  9   
   Advisory fees  3,090,414  2,871,553 
   Other fee income  143,364  106,661 
   Other revenue  481,177  599,658 
Total revenue  20,430,564  18,935,799 
 
Expenses:     
   Commissions and advisory fees  16,098,685  14,348,474 
   Compensation and benefits  2,040,010  1,817,574 
   Regulatory, legal and professional services  1,315,436  511,359 
   Brokerage, clearing and exchange fees  497,837  673,784 
   Technology and communications  322,141  294,069 
   Marketing and promotion  302,805  275,900 
   Occupancy and equipment  213,444  210,591 
   Other administrative  256,052  369,114 
   Interest  4,241  6,034 
Total operating expenses  21,050,651  18,506,899 
 
Operating (loss) income  (620,087)  428,900 
 
Provision for income taxes  23,594  222,202 
 
Net (loss) income  $                         (643,681)  $                          206,698 
Basic and diluted net (loss) income per share $                               (0.10)  $                                0.03 
Basic dividends per common share  $                                        -  $                                      - 
Shares used in basic and diluted per share calculations  6,523,675  6,499,394 

 



Adjusted EBITDA

Earnings before interest, taxes, depreciation and amortization (“EBITDA”), as adjusted by eliminating other non-cash expense, gains or losses on sales of assets, and various non-recurring items (“adjusted EBITDA”), is a key metric we use in evaluating our financial performance. Adjusted EBITDA eliminates items that we believe are not part of our core operations, are non-recurring items of revenue or expense, or do not involve a cash outlay, such as stock-related compensation. We consider adjusted EBITDA important in monitoring and evaluating our financial performance on a consistent basis across various periods. We also use adjusted EBITDA as a primary measure, among others, to analyze and evaluate financial and strategic planning decisions.

Adjusted EBITDA is considered a non-GAAP financial measure as defined by Regulation G promulgated by the SEC under the Securities Act of 1933, as amended. Adjusted EBITDA should be considered in addition to, rather than as a substitute for, important GAAP financial measures including pre-tax income, net income and cash flows from operating activities. Items excluded from adjusted EBITDA are significant and necessary components to the operations of our business; therefore, adjusted EBITDA should only be used as a supplemental measure of our operating performance.

Adjusted EBITDA may be reconciled with net income (loss) as follows:

  Quarters Ended September 30, 
  2010  2009 
 
Adjusted EBITDA:  $               (484,499)  $             590,964 
 
Adjustments to GAAP Net income (loss):     
   Income tax benefit  -  80,337 
   Interest expense  (4,241)  (6,034) 
   Income tax expense  (23,594)  (302,539) 
   Depreciation and amortization  (89,360)  (87,858) 
   Non-cash compensation  (41,987)  (68,174) 
 
Net (loss) income  $               (643,681)  $             206,696