Annual report 2014 Option Trading Company N.V. Brussel
Table of contents Page 1. Report of the Board 4 2. Financial overview and company information 2.1 Core figures 5 2.2 Balance headlines 5 2.3 Profit & Loss headlines 6 2.4 Other 7 3. Annual accounts 3.1 Balance sheet at 31 December 2014 10 3.2 Statement of income and expenses for the year 2014 11 3.3 Notes to the financial statements 12 3.4 Notes to the balance sheet 15 3.5 Notes to the statement of income and expenses 17 4. Other information 3.1 Audit statement 19 3.2 Statutory provision regarding appropriation of Proposal 19 3.3 Proposal result 19 2
1. Report of the Board 3
1.1 Report of the Board Business Developments during the year and outlook The year 2014 was a difficult year for OTC. For the whole year there has been one trader active. Last year we expected to hire a second trader whereby the idea was that the continuity of OTC would be improved. By adding new trading strategies to our business and having our trading team redundant the continuity, and also direct results, should have improved. Unfortunately we eventually decided not to enter into a relationship with the new trader because new insight showed that the strategies didn t work anymore. The financial markets have stabilized with rising prices. Unfortunately the rise in prices was not accompanied with rising volumes. On top of the general market conditions some of our trading strategies ceased to exist. Nearly no new strategies were developed to fill up the gap. The above mentioned developments have drastically changed our outlook on the company s future. Till last year we strongly believed that we could turn OTC in a steady stable profitable trading company. Now we are considering all options whereby terminating the business is a serious one. At this moment there has not been taken any definite decision but when new information is available we will make this public and follow the procedures. The financial results over 2014 were not that bad. Net result amounted euro 128.000. On the general shareholders meeting we propose to add the results to the general reserves and plan not to pay out a dividend. On the operational front the first three months of 2015 have not been good. As mentioned some of our strategies ceased to exist and others are not working that good for the moment. In line with our policy we don t give any outlook for the whole year but expect the markets to remain stable and quiet. We understand that the above mentioned is not what people want to hear but unfortunately there is no better information to share. Maurizio Scrocca Chairman of the Board Option Trading Company N.V. 4
2. Financial overview and company information 2.1 Core figures Option Trading Company N.V. Comparative figures INCOME in 000's Euro 31.12.2014 31.12.2013 31.12.2012 31.12.2011 31.12.2010 Company result 128 49 1 272 (268) Result from ordinary activities before tax 128 49 1 272 (238) Result for the period before taxes 128 49 1 272 (238) Result of the year 128 49 1 272 (238) EPS 0,04 0,02 0,000 0,088 (0,077) 2.2 Balance headlines Option Trading Company N.V. Comparative balance sheet figures ASSETS in EUR 000's 31.12.2014 31.12.2013 31.12.2012 31.12.2011 31.12.2010 FIXED ASSETS - - 2 7 15 I. ACQUISITION EXPENSES - - - - - III. TANGIBLE ASSETS - - 2 7 12 IV. FINANCIAL ASSETS - - - - 4 CURRENT ASSETS - 10.163 9.622 8.269 4.105 VII. RECEIVABLES DUE WITHIN ONE YEAR 1.578 466 571 516 3.997 VIII. INVESTMENTS - 9.696 9.051 7.696 91 IX. CASH 8 - - 57 17 X. ACCRUALS - - - TOTAL ASSETS 1.586 10.163 9.624 8.276 4.120 5
Option Trading Company N.V. Comparative balance sheet figures LIABILITIES in EUR 000's 31.12.2014 31.12.2013 31.12.2013 31.12.2011 31.12.2010 EQUITY 1.559 1.477 1.383 1.382 1.109 I. CAPITAL 1.906 1.906 1.906 1.906 1.906 Issued shares 1.906 1.906 1.906 1.906 1.906 II. SHARE PREMIUM 383 383 383 383 383 IV. RESERVES 129 129 129 129 129 legal reserve 129 129 129 129 129 V. RETAINED EARNINGS RESERVE (859) (895) (1.035) (1.036) (1.309) LIABILITIES - 8.686 8.241 6.894 3.011 IX. AMOUNTS PAYABLE WITHIN ONE YEAR 27 8.732 8.241 6.895 3.001 X. ACCRUALS - - - - 10 TOTAL LIABILITIES 1.586 10.163 9.624 8.276 4.120 2.3 Profit & Loss headlines Option Trading Company N.V. Comparative income statement figures Statement of income and expenses in 000's Euro 31.12.2014 31.12.2013 31.12.2012 31.12.2011 31.12.2010 I. Operating income and expeses Gross margin - 207 (62) (47) (47) Other revenues 248 - - - - Remuneration, social security costs and pensions (57) (123) (174) (248) (165) Depreciation and amounts written off acquisition expenses, intangible and tangible fixed assets - (2) (5) (5) (53) Other operating expenses (105) (55) (2) (3) (3) Operating Income 86 27 (243) (303) (268) II. Financial income 42 21 593 790 205 Financial expenses - (1) 349 215 175 Result from ordinary activities before tax 128 49 1 272 (238) Result for the period before taxes 128 49 1 272 (238) Result of the year 128 49 1 272 (238) Profit for the year 128 49 1 272 (238) 6
2.4 Other Share information ISIN Mnemo BE0003834513 OTCB Introduction 24 May 2006 Market Euronext Brussel Vrije Markt No. issued shares 3.088.091 Free float on 31/12/2013 Closing High 380.000 shares 0.70 0.70 Market capitalization 2.161.664 Shareholders and company address Scrocca Trading Group B.V. holds 93% of the shares; 7% 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. +32.2.503.45.54 Option Trading Company N.V has no branch offices in Belgium or any other country. 7
Trade information Further information can be found on the website of NYSE Euronext: https://www.euronext.com/nl/products/equities/be0003834513-mlxb/quotes 8
3. Annual accounts 9
3.1 Balance sheet Company balance sheet as of December 31, 2014 (after appropriation of result) 12.31.2014 12.31.2013 EUR EUR Assets Fixed assets Tangible fixed assets Computers 1 0 - - - Current assets Receivables group companies 2 1.538.496 380.578 Other accounts receivable 3 39.045 75.622 1.577.541 456.200 Securities 4-9.696.527 Cash at bank and in hand 5 8.002 9.840 1.585.543 10.162.567 Liabilities 12.31.2014 12.31.2013 EUR EUR Shareholders' equity 6 Issued share capital 1.905.572 1.905.572 Share premium 382.929 382.929 Other reserves 128.850 128.850 Retained earnings reserves -858.428-986.794 1.558.923 1.430.557 Short-term-liabilities Amounts owed to credit institutions 7 0 8.668.652 Wage tax & social securities 0 5.341 Other payables 26.620 58.017 26.620 8.732.010 1.585.543 10.162.567 10
3.2 Statement of income and expenses for the year 2014 Statement of income and expenses for the year 2014 2014 2013 EUR EUR Trading income - 207.338 Other revenues 248.800 - Total income 248.800 207.338 Personnel expenses 8 56.984 122.844 Depreciaton of tangible fixed assets 9-1.863 Other operating expenses 10 105.480 55.186 Total operating expenses 162.464 179.893 Operating result 86.336 27.445 Other income and similar income 11 42.030 21.150 Other expenses and similar costs - - 19 Financial income and expense 42.030 21.131 Result from operational activities before taxation 128.366 48.576 Taxation - - Net result after taxation 128.366 48.576 11
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
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
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
3.4 Notes to the balance sheet Fixed Assets 1. Tangible fixed assets Software Hardware Total EUR EUR Originally invested 13.442 14.632 28.074 Accumulated depreciation (13.442) (12.769) (26.211) Balance as at 31 December 2013-1.863 1.863 Changes in 2014 Investments - - - Depreciation - (1.863) (1.863) - (1.863) (1.863) Balance as at 31 December 2014-0 0 Originally invested 13.442 14.632 28.074 Accumulated depreciation (13.442) (14.632) (28.074) Balance as at 31 December 2014-0 0 Depreciation rates 50% 33,33% 15
Current assets 2. Receivables from group companies 31-12-2014 31-12-2013 EUR EUR Scrocca Trading Group B.V. 1.354.581 308.147 Scrocca Option Trading B.V. 183.915 72.431 Balance as at December 1.538.496 380.578 3. Other accounts receivables 31-12-2014 31-12-2013 EUR EUR Amounts receivable from credit institutions - - Receivable withholding taxes 37.616 74.577 Taxes and social security premiums - - Other receiveables 1.429 1.045 Balance as at December 39.045 75.622 4. Securities 31-12-2014 31-12-2013 EUR EUR Long positions - 9.696.527 Balance as at December - 9.696.527 5. Cash at bank and in hand 31-12-2014 31-12-2013 EUR EUR ABN AMRO Bank 8.002 9.840 Balance as at December 8.002 9.840 16
Liabilities Liabilities 6. Shareholder's equity (in EUR) Issued share capital Share premium reserve Legal reserve Other reserves Retained earnings Total 2014 Balance as at 1 January 2014 1.905.572 382.929 128.850 (1.035.370) 48.576 1.430.557 Changes: - Issue of ordinary shares - Appropriation of result 48.576 (48.576) - Result for the year 128.366 128.366 Dividend paid - Balance as at 31 December 2014 1.905.572 382.929 128.850 (986.794) 128.366 1.558.923 Issued share capital The issued share capital is 3.088.091 shares, of which 380.000 is free float on the Vrije Markt Brussel. Short-term liabilities 7. Amounts owed to credit institutions 31-12-2014 31-12-2013 EUR EUR Securities - 7.052.820 Clearing Member - 1.615.955 Total current liabilities - 8.668.775 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 20.800. The term of the contract ends in September 2019.. Warranties/ guarantees As of year end the company is provided an amount of 7.426 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. 17
3.5 Notes to the statement of income and expenses 8. Personnel expenses 31-12-2014 31-12-2013 EUR EUR Wages & Salaries 46.297 106.318 Pension premiums 4.066 - Social security and other personnel expenses 6.621 16.526 56.984 122.844 Average number of employees In the company the average no. of employees is 1. 9. Depreciation of tangible fixed assets Depreciation of tangible fixed assets - 1.863-1.863 10. Other operating expenses 31-12-2014 31-12-2013 EUR EUR Cost of Listing 10.757 7.684 Housing 26.162 26.539 Office expenses 3.522 8.113 General Expenses 65.039 12.850 105.480 55.186 11. Interest and similar income 31-12-2014 31-12-2013 EUR EUR Applied interest Scrocca Trading Group B.V. (40.500) (17.000) Applied interest Scrocca Option Trading B.V. (1.530) (4.150) (42.030) (21.150) Brussels, 5 May 2015 M. Scrocca Chief Executive Officer 18
4. Other information 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 2014 in the amount of 128,366 will be attributed in full from the other reserves. This proposal needs to be approved by the General Shareholders Meeting. 20