CLS Interim financial report - june 2013

Interim Financial Report30 June 2013

CLS Group Holdings AG

CLS Group Holdings AG Interim Financial Report June 2013 1

CLS Group Holdings AGInterim Financial Report

Contents

Results Summary 2

Highlights 3

Chairman’s Statement 4

Chief Executive Officer’s Report 6

Chief Financial Officer’s Report 8

Directors’ Responsibilities Statement 10

Independent Auditors’ Review to the Directors of CLS Group Holdings AG – (“The Group”) 11

Condensed Consolidated Income Statement 12

Condensed Consolidated Statement of Comprehensive Income 13

Condensed Consolidated Balance Sheet at 30 June 2013 14

Condensed Consolidated Statement of Changes in Equity 15

Condensed Consolidated Cash Flow Statement 16

Notes to the Condensed Consolidated Financial Statements 17

CLS Group Holdings AG Interim Financial Report June 20132

Results Summary

The CLS Group – at a glance Six months ended Six months ended 30 June 2013 30 June 2012

Revenue for the period GB£m 86.8 79.1

Profit from operations GB£m 17.6 5.7

Profit for the period after tax GB£m 16.0 4.6

Total assets at period end GB£m 186.0 150.2

Total equity at period end GB£m 114.8 85.7

Daily average capped billable value in the period US$ trillion 2.9 2.5

Daily average billable volume in the period Number of sides 866,000 721,000

CLS Aggregation highest daily volume Number of sides 755,000 544,000

Peak value day US$ trillion 9.1 8.4

Peak volume day Number of sides 1,992,000 1,001,000

Average monthly number of employees in period No. 335 297

Number of Shareholders at period end No. 74 73

Number of Members at period end No. 63 61

3CLS Group Holdings AG Interim Financial Report June 2013

Highlights

Customers

» Natixis joined as a new Settlement Member, bringing the total to 63

» Mizuho joined CLS Aggregation Services, the tenth Member to use the service

Services

» Record daily volume on 28 May 2013. More than 2.9 million instructions were submitted for settlement (combining FX Settlement and Aggregation). The previous combined peak record volume was 2.6 million on 22 January 2013

» The half-year average daily value of settled instructions was USD 5.15 trillion – an increase of 9% compared to the same period in 2012

Organisation

» The new CLS office in Hong Kong was announced on 8 August 2013

4 CLS Group Holdings AG Interim Financial Report June 2013

Chairman’s Statement

Dear Shareholder,

During the first half of 2013 CLS continued to provide a robust and secure risk mitigation service to Settlement Members and their third party clients, settling all the payment instructions it received.

Financial Market Infrastructures continue to be affected by the changing regulatory landscape, which provides CLS with both opportunities and challenges. We remain committed to working with the industry to develop solutions in response to these regulatory and industry challenges, in particular the settlement of cleared FX to avoid the reintroduction of settlement risk for those FX products mandated for clearing.

In April 2013 CLS made changes to the Board of Directors. Five new Directors were appointed:

Gérard Gil is Senior Advisor to BNP Paribas’ General Management. Gérard supervised the accounting department of BNP Paribas until 2009 and was the firm’s Deputy CFO from 2009 to 2012. A member of the Supervisory Board of the European Financial Reporting Advisory Group, he has been the Chairman of the Accounting Committee of the French Banking Association since 1998 and of the Accounting Committee

Gerard Hartsink

of the European Banking Federation from 2006 to 2011. Gérard’s experience has enhanced the effective oversight and guidance of the Board.

David Hudson is Managing Director and Global Chief Operating Officer for Rates, Foreign Exchange and Public Finance at JPMorgan Chase. David is responsible for business strategy, the oversight of finance, technology and business operations, as well as regulatory and industry relationships for the Rates and FX businesses. He has also worked in a variety of Chief Operating Officer roles at JPMorgan Chase. David’s track record as a senior manager in the global FX business has already proved useful as CLS strives to maintain its vital role in the evolving FX market.

Karen Keenan is Executive Vice President, Head of Global Markets for Europe, the Middle East and Africa (EMEA) at State Street Corp. She is responsible for leading foreign exchange, securities finance, transition management and equity trading, and electronic platforms businesses in the EMEA region. In addition to this role, Karen oversees the client relationships team and supports strategic initiatives for Global Markets. Karen’s financial and operational experience has strengthened the Board’s planning and forecasting efforts.

During the first half of 2013 CLS continued to provide a robust and secure risk mitigation service to Settlement Members and their third party clients, settling all the payment instructions it received.


We remain committed to working with the industry to develop solutions in response to these regulatory and industry challenges”

Maggie Parent is Managing Director and Chief Operating Officer for Operations, Technology and Data for Morgan Stanley. Maggie oversees the day-to-day operations, financial and personnel management for two divisions, while also managing strategic projects including acquisitions, divestitures, new office openings and infrastructure renovation. Maggie’s technical and operational experience has further enhanced the Board’s expertise as CLS seeks to enhance its infrastructure to comply with regulatory requirements.

Kam Keung (KK) Tse is the former head of State Street Corp.’s investment servicing business in Asia Pacific. KK has worked in Asia for more than 30 years in banking, investment and public services. He is a member of the Financial Infrastructure Sub Committee of the Exchange Fund Advisory Board as appointed by the Financial Secretary of the Hong Kong SAR government. CLS’ goal to expand its Asian operations is supported by KK, an independent Director, who brings three decades of financial industry experience in that region.

In addition, David Weisbrod resigned from the Board in April. We thank him for his contribution and wish him well for the future.

Finally, the Board and Management are aligned on business strategy, which enables CLS to meet regulatory and market expectations, and supports future business growth.

Gerard Hartsink

Chairman CLS Group Holdings AG

12 September 2013


Dear Stakeholders,

In my first year at CLS, I have been gratified by consistently supportive Member feedback on the performance of CLS’ service. I am also very proud of the talent and leadership of the executive management team who are collectively focused on the success of CLS through the success of our Members. With the addition of a new Chief Financial Officer, Chief Legal Officer and Head of Global Regulatory Affairs, we have strengthened our leadership and company in a dynamic manner.

CLS’ Mission is “to enhance financial stability by providing risk mitigation services to the global FX market”. Our robust and resilient settlement service contributed to our designation as a Systemically Important Financial Market Utility (SIFMU).

The first half of 2013 was a period of strong growth and accomplishment for CLS. We continued to deliver our service through record volume days while planning for future market growth. We expanded our membership base in both CLS Settlement and CLS Aggregation Services. We also focused on progressing key strategic initiatives and planning for enhanced services.

Delivery of the Service

Volatility in the FX market led to an increase in both the volume and value of instructions sent to CLS in the first six months of 2013. CLS recorded an average daily volume peak on 28 May 2013.

The increase in settlement volume further supports the investment CLS is making in building a new strategic technology platform. Initiated in 2011, core technologies continue to be upgraded to meet the standards required of a SIFMU. The multi-year technology upgrades will allow CLS to deliver faster processing speeds and

David Puth

Chief Executive Officer’s Report

increased capacity, and bring more technological capabilities in-house.

Expanding the Member Base

In May 2013, we welcomed Natixis as the 63rd CLS Settlement Member. After being a third party user of the CLS Settlement service for several years, Natixis is now able to realize the full benefits of CLS’ liquidity, operational and IT efficiencies, and the opportunity for business growth through the more efficient use of credit lines. In addition, in May, Mizuho became the tenth participant to join CLS Aggregation Services.

Strategic Initiatives

In the first half of 2013, CLS continued to work on a series of strategic initiatives. Later this year CLS plans to launch US dollar / Canadian dollar Same-Day Settlement (SDS), CLS’ first alternative settlement session. This will be a significant achievement for CLS as we seek to expand our risk mitigation services.

We remain committed to a growth strategy through adding new currencies to CLS. Under the leadership of Dino Kos, the Currency Program team has continued engagement with central banks and local banks in multiple jurisdictions, including Brazil, Russia, China, Poland and Hungary, amongst others.

As part of our Asia strategy, we announced the opening of our Hong Kong office, led by Rachael Hoey, Head of CLS Asia. This move is part of CLS’ commitment to the region where we are focused on expanding CLS participation and increasing the number of Asian currencies, including adding the Chinese renminbi.

CLS will continue to explore ways it can provide new service offerings to the market. Such initiatives are still in

The first half of 2013 was a period of strong growth and accomplishment for CLS. We continued to deliver our service through record volume days while planning for future market growth.

the analytical phase, but include settlement of new products and pre-settlement services.

We have made significant progress on many fronts in the first half of 2013 and I look forward to building upon this trend.

In Conclusion

As we enter the second half of 2013, I am excited about future opportunities for CLS. We will continue to deliver our robust and resilient service while enhancing our internal capabilities as expected of a SIFMU. CLS will continue to execute on key strategic initiatives and work with our Members to provide the risk mitigation services that will help the market to grow.

Finally, I want to highlight the dedication and hard work of all of our employees, without which we cannot succeed. On behalf of the executive management team, I thank them for their efforts that have led to the continuing success of CLS.

This is an exciting time in CLS’ development, and I am thankful to have your support in achieving our collective goals.

.

David Puth

Chief Executive Officer CLS Group Holdings AG

12 September 2013


We will continue to deliver our robust and resilient service while enhancing our internal capabilities as expected of a SIFMU. CLS will continue to execute on key strategic initiatives and work with our Members to provide the risk mitigation services that will help the market to grow.

First half of 2013 5.15 trillion

28 May 2013 2.9 million

First half of 2012 4.73 trillion

22 January 2013 2.6 million

19 September 2012 2.2 million

Average Daily Value Submitted

$5.15trillion

CLS Daily Settled Instructions All-Time High

2.9million


Chief Financial Officer’s Report

The Group delivered a strong financial performance in the first half of 2013, largely generated by increased volumes and settled values.

Daily average billable volumes for the six months to 30 June 2013 increased by 20% to an average of 866,000 instructions per day, from 721,000 in the equivalent period in 2012.

Aggregation volumes increased by 37% to 445,000 average instructions per day, up from 326,000 in the first half of 2012.

Operating profit

The Group achieved a profit after interest and tax of £16.0 million in the six months ending 30 June compared to £4.6 million for the same period last year. Revenues at £86.8 million were 10% higher than the previous half year. Overall operating costs were 6% lower than the previous half year, however staff and IT costs have increased by 13% as a result of increased headcount, and IT services and facilities costs. These rises were driven by capacity enhancements and increases in governance and risk management staff, but a reduced spend on one-off projects and professional fees largely offset these increases.

Our operating expense/income ratio improved by 13% to 80% reflecting increasing emphasis on cost management and the lower level of one-off project related expenses incurred in the first half of 2013.

Whilst revenues are expected to continue to accrue at broadly the same level throughout the year, we expect operating costs to increase later in the year reflecting increased staff numbers and depreciation on certain newly developed assets.

Capital expenditure

Cash generated from operations in the period was £13.2 million, funding a major component of our capital investment expenditure of £21.0 million. This investment funded the ongoing upgrades to our capability, resilience and operating capacity. This is line with the previous first half year of £20.2 million.

This includes investment in technology to generate enhanced capacity and operational efficiencies, as well as pursuing strategic initiatives, in order to deliver continued growth for the benefit of its Members and Shareholders.

Financial position

The Group strengthened its Balance Sheet at the end of June, reporting net assets of £114.8 million, an increase of £16.0 million from the level recorded at 31 December 2012. Current internal capital and liquidity ratios were met throughout the period.

Deposits and cash and cash equivalents were £50.1 million by the end of June (a reduction of £6.1 million from December 2012). Additional net loan funding of £3.5 million offset the repayment to Settlement Members of Member Ramp up Credits (£3.6 million) used to provide early funding to the CLS Group. The Group intends to repay these over time.

Contingent Liability

In April 2013, the three remaining vendors of a sale and purchase agreement concluded in September 1997 to restructure CLS Group, waived their respective rights and claims to deferred consideration in exchange for Genussscheine certificates issued by CLS Group Holdings AG.

Alexander Filshie

The Group delivered a strong financial performance in the first half of 2013 largely generated by increased volumes and settled values.


2013 16,000,000

2013 86,800,000

2012 4,600,000

2012 79,100,000

Group Profit at 30 June 2013

£16.0million

Total Revenue at 30 June 2013

£86.8million

The Articles of Association enable the holders of these Certificates to participate in profit distributions in prescribed circumstances.

Capital and Liquidity

At the end of June 2013 the Group’s gearing was 35%, compared to 29% at the same period last year. The Board and Management continue to assess the strategy of the Group with respect to its capital and liquidity requirements.

With the adoption of the new Principles for Financial Market Infrastructures (“The Principles”) issued by the CPSS/IOSCO1, together with the requirement to invest in a long-term sustainable business model, the Directors are taking appropriate steps to ensure CLS Group is appropriately capitalised.

Outlook

In conclusion, the Group delivered a strong financial performance in the first half of the year whilst continuing to invest in a multi-year programme renewing and extending its core capabilities.

Alexander Filshie

Chief Financial Officer CLS Group Holdings AG

12 September 2013

1 Committee on Payment and Settlement Systems/Board of the International Organization of Securities Commissions

CLS Group Holdings AG Interim Financial Report June 201310

Directors’ Responsibilities Statement

The Directors are responsible for preparing the interim financial statements in accordance with applicable law and regulations.

The Directors have elected to prepare the financial statements in accordance with the requirements of Swiss law, International Financial Reporting Standards (IFRS) and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in circumstances.

International Accounting Standard 1 requires that financial statements present fairly for each financial year the company’s financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s “Framework for the preparation and presentation of financial statements”.

In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable IFRS. However, Directors are also required to:

» Properly select and apply accounting policies;

» Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

» Provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance; and

» Make an assessment of the company’s ability to continue as a going concern.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.


Independent Auditor’s ReviewTo the directors of CLS Group Holdings AG – (“the Group”) for the period ended 30 June 2013

We have been engaged by the Group to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2013 which comprises the income statement, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the cash flow statement, and related notes 1 to 21. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Group in accordance with International Standard on Review Engagements (UK and Ireland) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Group those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group, for our review work, for this report, or for the conclusions we have formed.

Directors’ responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with International Accounting Standard 34, “Interim Financial Reporting”.

As disclosed in note 1, the annual financial statements of the company are prepared in accordance with IFRS. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting”.

Our responsibility

Our responsibility is to express to the Group a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries,

primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2013 is not prepared, in all material respects, in accordance with International Accounting Standard 34.

Deloitte LLP

Chartered Accountants and Statutory Auditor

London, England 12 September 2013


Condensed Consolidated Income Statement (Unaudited)

For the year ended 30 June 2013

notes

6 Months ended 30 June 2013, £000


Year ended 31 December 2012, £000

Revenue 3 86,764 79,081 159,343

Operating expenses (69,142) (73,250) (142,404)

Profit from operations 4 17,622 5,831 16,939

Investment income 5 43 71 245

Finance costs 6 (21) (197) (310)

Profit before tax 17,644 5,705 16,874

Tax charge for the period (1,643) (1,071) (2,870)

Profit for the period 16,001 4,634 14,004

Attributable to:

Equity holders of the parent 14,867 4,243 14,028

Non-controlling interests 11 1,134 391 (24)


All of the above relates to continuing operations.


Condensed Consolidated Statement of Comprehensive Income (Unaudited)




Year ended 31 December 2012, £000


Total comprehensive income 16,001 4,634 14,004

Attributable to:

Equity holders of parent 14,867 4,243 14,028

Non-controlling interests 1,134 391 (24)

Total comprehensive income 16,001 4,634 14,004

There is no recognised income or expense for the period ended 30 June 2013, 31 December 2012, and 30 June 2012 other than those stated above.


Condensed Consolidated Balance Sheet (Unaudited)

At 30 June 2013

notes

At 30 June 2013 £000

At 30 June 2012 £000

At 31 December 2012 £000

Non-current assetsIntangible assets 7 102,001 63,672 85,961

Property, plant and equipment 8 7,021 8,088 7,855

Other non-current assets 9 438 – –

Available for sale investments 10 114 125 114

Deferred tax asset 7,386 10,804 8,926

116,960 82,689 102,856

Current assetsTrade and other receivables 12 18,915 18,616 15,620

Tax assets 13 94 178 58

Deposits 14 – 14,500 3,076

Cash and cash equivalents 14 50,053 34,203 53,118

69,062 67,497 71,872

Total assets 186,022 150,186 174,728

Current liabilitiesTrade and other payables 15 (26,795) (32,016) (31,446)

Tax liabilities 13 (162) (119) (131)Member credits payable within 1 year 16 (4,127) (3,972) (3,972)Bank loan payable within 1 year 17 (10,094) (14,035) (10,034)

(41,178) (50,142) (45,583)

Non-current liabilitiesMember credits 16 – (3,726) (3,726)

Bank loan 17 (30,091) (10,666) (26,667)

(30,091) (14,392) (30,393)

Total liabilities (71,269) (64,534) (75,976)

Net assets 114,753 85,652 98,752

EquityShare capital 18 126,541 124,274 126,541

Share premium account 19,926 18,463 19,926

Combined merger and consolidated reserves 116,631 116,631 116,631

Retained earnings (148,728) (173,380) (163,595)

Equity attributable to equity holders of the parent 114, 370 85,988 99,503Non-controlling interest 11 383 (336) (751)

Total equity 114,753 85,652 98,752

The financial statements were approved by the Board of Directors on 12 September 2013 and signed on its behalf by:

Alexander Filshie

Chief Financial Officer

David Puth

Chief Executive Officer


Share Capital

£000

Share Premium

£000

Combined Merger and

Consolidated Reserves

£000

Retained Earnings

Total £000

Non-

controlling Interest

£000

Total £000

Balance at 1 January 2012 124,274 18,463 116,631 (177,623) 81,745 (727) 81,018

Issue of Shares – – – – – – –

Profit for the period – – – 4,243 4,243 391 4,634

Balance at 30 June 2012 124,274 18,463 116,631 (173,380) 85,988 (336) 85,652

Issue of Shares 2,267 1,463 – – 3,730 – 3,730

Profit/(loss) for the period – – – 9,785 9,785 (415) 9,370

Balance at 31 December 2012 126,541 19,926 116,631 (163,595) 99,503 (751) 98,752

Issue of Shares – – – – – – –

Profit for the period – – – 14,867 14,867 1,134 16,001

Balance at 30 June 2013 126,541 19,926 116,631 (148,728) 114,370 383 114,753

Equity comprises share capital, share premium, retained earnings and a combined merger and consolidated reserve.

Condensed Consolidated Statement of Changes in Equity (Unaudited)



Condensed Consolidated Cash Flow Statement (Unaudited)

For the six months ended 30 June 2013

notes

6 months ended 30 June 2013

£000


£000

Year ended 31 December 2012

£000

Net cash inflow from operating activities 19 13,228 6,217 27,163

Interest received 47 71 263

Decrease in deposits 3,076 4,750 16,174

Purchases of investments 10 – (27) (13)

Purchases of intangible assets 7 (20,768) (17,665) (45,925)

Purchase of property, plant and equipment 8 (250) (2,527) (3,316)

Net cash outflow from investing activities (17,895) (15,398) (32,817)

Issue of share capital – – 3,730

Receipt of long-term loan 17 3,484 14,754 26,754

Payment of Member credits 16 (3,572) – –

Net cash (outflow)/inflow from financing activities

(88) 14,754 30,484

Net (decrease)/increase in cash and cash equivalents

(4,755) 5,573 24,830

Cash and cash equivalents at beginning of period 53,118 28,638 28,638

Effect of foreign exchange rate changes 1,690 (8) (350)

Cash and cash equivalents at end of period

50,053 34,203 53,118


Notes to the Condensed Consolidated Financial StatementsFor the period ended 30 June 2013

1. Accounting Policies

These interim condensed consolidated financial statements are consistent with the accounting policies, presentation and principles for recognising assets, liabilities, income and expenses as those applied in the preceding annual financial statements in the 2012 Annual Report prepared in accordance with IFRS. 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, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain statements in Swiss law. The information for the period ended 30 June 2013 does not constitute statutory accounts as defined in Swiss law. The interim report has been prepared in accordance with IAS34 Interim Financial Reporting.

2. Critical Accounting Judgements and Key Sources of Estimation Uncertainty

In the preparation of the company’s interim consolidated financial statements, management has made a number of estimates and judgements which affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of income and expenses during the reporting period that are consistent with those as described in the company’s annual consolidated financial statements for the year ended 31 December 2012. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

3. Revenue


£000


£000


£000

Instruction Processing Charges 74,870 69,613 139,428

Annual Account Maintenance Fees 2,118 2,090 4,232

Liquidity Usage Fees 1,273 1,268 2,536

Aggregation Fees 6,399 4,286 9,327

Other Income 2,104 1,824 3,820

Total Revenue 86,764 79,081 159,343

A revenue breakdown by business and geographical segments is not shown, as the equity of the Group is not publicly traded; the Group operates in a single global market and only has one class of business.


4. Profit from Operations

The profit from operations has been arrived at after charging/(crediting):

June 2013 £000

June 2012 £000

December 2012 £000

Staff costs 30,677 27,991 54,291

CLS system facilities maintenance costs 18,188 15,194 31,085

Amortisation of intangible assets 4,725 5,017 10,988

Depreciation of property, plant and equipment 1,084 879 1,901

Traiana service charges 1,922 1,840 4,537

Net foreign exchange losses (gains)/loss (1,690) 14 351

Auditors’ remuneration for audit services (see below) 101 118 207

The analysis of auditors’ remuneration is as follows:

June 2013 £000

June 2012 £000

December 2012 £000

Total audit fees 101 118 207

Fees payable to the company’s auditors and their associates for other services to the Group:

Tax services 76 55 124

Other services 83 1,628 4,167

Capitalised fees 754 682 2,015

Total non-audit fees 913 2,365 6,306

Total fees 1,014 2,483 6,513

Capitalised costs reflect milestone payments for project management resources. Other services were mainly in relation to remediation programme and advisory services.

June 2012 comparative figures have been re-presented to reflect a surplus provision of ‘Other’ and ‘Tax’ services that reversed in later months.

Notes to the Condensed Consolidated Financial Statements (Continued)


5. Investment Income

30 June 2013 £000

30 June 2012 £000

31 December 2012 £000

Interest income on bank deposits 43 71 245

Investment income 43 71 245

6. Finance Costs

30 June 2013 £000

30 June 2012 £000

31 December 2012 £000

Total interest on loan (see note 17) 475 489 967

Less capitalised interest on new loan (454) (292) (657)

Net finance costs charged to income statement 21 197 310


7. Intangible Assets

30 June 2013 £000

30 June 2012 £000

31 December 2012 £000

Work in Progress – Cost

Opening balance 41,113 12,573 12,573

Additions 20,768 17,665 45,925

Transfers (15,456) (8,525) (17,385)

Closing balance 46,425 21,713 41,113

CLS System – Cost

Opening balance 157,681 140,296 140,296

Additions – – –

Transfers 15,456 8,525 17,385

Closing balance 173,137 148,821 157,681

Closing balance Total Cost 219,562 170,534 198,794

CLS System – Accumulated Amortisation

Opening balance 112,833 101,845 101,845

Charge for the period 4,728 5,017 10,988

Closing balance 117,561 106,862 112,833

Net book value

Work in Progress 46,425 21,713 41,113

CLS System 55,576 41,959 44,848

Intangibles Total 102,001 63,672 85,961

Work in progress at the end of June 2013 mainly comprises partly completed CLS System application development costs.



8. Property, Plant and Equipment (PPE)

Computer equipment, fixtures and fittings

30 June 2013 £000

30 June 2012 £000

31 December 2012 £000

Cost

Opening balance 20,520 17,204 17,204

Additions 250 2,527 3,316

Closing balance 20,770 19,731 20,520

Accumulated Depreciation

Opening balance 12,665 10,764 10,764

Charge for the period 1,084 879 1,901

Closing balance 13,749 11,643 12,665

Net book value:

PPE Total 7,021 8,088 7,855

9. Other Non-Current Assets

The balance is made up of amounts prepaid over more than one year.

10. Available for Sale Investments

Investment in SWIFT

CLS Bank owns 66 shares in SWIFT included in the balance sheet at EUR133,402 (£114,332) (Dec 2012: £113,682). This investment is an equity investment that does not have a quoted market price in an active market and whose fair value cannot be reliably measured. As a result, this investment is held at cost. The Group does not intend to dispose of this investment.

The Group held no trading investments, no held-to-maturity investments or loans receivable carried at amortised cost in either the current or prior year.

11. Profit Attributable to Non-Controlling Interest

CLS Bank International owns 51% of CLS Aggregation Services (CLSAS) with the remaining 49% owned by Traiana Inc. The amount of £1.1m reported in the Income Statement represents 49% of the total profit of £2.2m recorded by CLSAS in the year, attributable to Traiana. Under the terms of the joint venture contract, each partner can recharge the company an annual fixed fee.


12. Trade and Other Receivables

At 30 June 2013 £000

At 30 June 2012 £000


Prepayments and accrued income 17,169 14,116 12,732

Other receivables 947 3,156 2,174

VAT recoverable 371 663 565

Trade receivables 428 681 149

18,915 18,616 15,620

The Directors consider that the carrying amount of receivables approximates to their fair value because they are short-term in nature. The average period for receipt of trade receivables was two days (2012: zero days).

13. Tax Assets/Liabilities

30 June 2013 £000

30 June 2012 £000

31 December 2012 £000

UK Corporation tax (73) (69) (42)

Japanese Corporation tax (89) (50) (89)

US Federal tax – – –

Total tax liabilities (162) (119) (131)

US Federal tax – – –

US City tax 94 178 58

Total tax assets 94 178 58

Net tax (liabilities)/assets (68) 59 (73)

14. Deposits and Cash and Cash Equivalents

Deposits comprise short-term bank deposits held by the Group with an original maturity of between three and twelve months. The carrying amount of these assets approximates to their fair value because they are short-term in nature.

Cash and cash equivalents (which are presented as a single class of asset on the face of the balance sheet) comprise cash and short-term bank deposits held by the Group with an original maturity of three months or less. The carrying amount of these assets approximates to their fair value because they are short-term in nature.



15. Trade and Other Payables

At 30 June 2013 £000

At 30 June 2012 £000


Accruals and deferred income (23,188) (26,400) (25,268)

Trade payables (702) (2,844) (2,214)

Taxation and social security costs (744) (339) (779)

Other payables (2,161) (2,433) (3,185)

(26,795) (32,016) (31,446)

Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases was 7 days (2012: 10 days).

The Directors consider that the carrying amount of payables approximates to their fair value because they are short-term in nature.

16. Member Credits

At 30 June 2013 £000

At 30 June 2012 £000


Member credits (payable > 1 year) – (3,726) (3,726)

Less: Amount due for settlement within 1 year (4,127) (3,972) (3,972)

Total (4,127) (7,698) (7,698)

These credits represent prepayments of instruction volume processing fees that Members provided during the Group’s first live year operations. The carrying value approximates to their fair value, as the Group intends to repay the credits in the future.

On 1 March of this year, £3,572,437 representing 25% of the original amount was paid out to Members.


17. Bank Loan

At 30 June 2013 £000

At 30 June 2012 £000


Opening Balance (36,701) (9,947) (9,947)

Finance costs (21) (197) (310)

Finance costs (capitalised) (454) (292) (657)

Capital repaid 6,516 5,246 13,246

Borrowing (10,000) (20,000) (40,000)

Interest paid 475 489 967

Closing Balance (40,185) (24,701) (36,701)

Borrowings are repayable as follows:

At 30 June 2013 £000

At 30 June 2012 £000


On demand or within one year (10,094) (14,035) (10,034)

In the second year (10,367) (8,000) (8,000)

In the third to fifth years, inclusive (19,724) (2,666) (18,667)

(40,185) (24,701) (36,701)

Less: Amount due for settlement within 1 year 10,094 14,035 10,034

Amount due for settlement after 1 year (30,091) (10,666) (26,667)

In 2012 the Group entered into a new agreement to borrow up to £50,000,000 at an interest rate of 1.5% over 3 month GBP LIBOR which was fixed in March 2013 at 1.08%. This loan was drawn down in tranches – £20,000,000 in April 2012, £20,000,000 in September 2012 and a further £10,000,000 in March 2013. The loan is repayable in quarterly instalments and will be fully repaid by April 2017.

The £30,000,000 loan borrowed in 2009 was fully paid in March 2013.

18. Share Capital

Number of ordinary shares

of CHF 1,740 each

Total Nominal value CHF

Authorised

30 June 2013 233,898 406,982,250

31 December 2012 233,898 406,982,520

30 June 2012 233,898 406,982,520



Allotted and fully paid

Year

Class

Total Nominal value CHF

Total Nominal value GBP

Allotted and fully paid

30 June 2013 Ordinary 165,392 ordinary shares of 1,740 CHF each 287,782,080 126,541,547

31 December 2012 Ordinary 165,392 ordinary shares of 1,740 CHF each 287,782,080 126,541,547

30 June 2012 Ordinary 163,420 ordinary shares of 1,740 CHF each 284,350,800 124,273,982

No new shares were issued in the first six months of 2013.

19. Notes to the Cash Flow Statement

Period ended 30 June 2013

£000

Period ended 30 June 2012

£000


£000

Profit from operations 17,622 5,831 16,939

Adjustments for:

Amortisation of intangible assets 4,728 5,017 10,988

Depreciation of property, plant and equipment 1,084 879 1,901

(Profit)/loss on cash and cash equivalents as a result of foreign exchange rate changes

(1,690) 14 351

Operating cash flows before movements in working capital

21,744 11,741 30,179

Increase in receivables (3,736) (6,091) (3,226)

(Decrease)/increase in payables (4,653) 1,372 960

Cash generated from operations 13,355 7,022 27,913

Income taxes paid (106) (608) (440)

Interest paid (21) (197) (310)

Net cash inflow from operating activities 13,228 6,217 27,163

Cash and cash equivalents, which are presented as a single class of asset on the face of the balance sheet, comprise cash and short-term bank deposits held by the Group with an original maturity of three months or less. The carrying amount of these assets approximates to their fair value because they are short-term in nature.


20. Contingent Liabilities

(a) Deferred ConsiderationOn 11 December 1997, CLS UK Intermediate Holdings Ltd. (formerly CLS Services Ltd., a subsidiary of CLS Group Holdings AG) acquired Exchange Clearing House Limited (ECHO), incorporated in England, and Multinet International Bank (MIB), incorporated in the US, from their respective shareholders (vendors) under the terms of a sale and purchase agreement.

The sale and purchase agreement provides for deferred consideration payable to vendors. The Company’s liability to pay deferred consideration spans a ten-year period which commenced on 1 January 2003.

20 of the original 23 vendors accepted an offer of Swiss Genussscheine in exchange for an assignment and transfer of their existing deferred consideration rights.

Following a re-issuing in April 2013 of the Genussscheine offer, the remaining three vendors, by way of legal agreement with CLS UK Intermediate Holdings Ltd and CLS Group Holdings AG, waived their respective rights and claims to deferred consideration in exchange for Genussscheine in CLS Group Holdings AG.

(b) Alice litigationOn 24 May 2007, CLS Bank International initiated an action against Alice Corporation Pty Ltd. (“Alice”) in the United States District Court for the District of Columbia seeking a declaratory judgment of non-infringement, patent invalidity, and patent unenforceability against patents held by Alice. Alice is an Australian corporation whose only known business is holding patents. Alice had previously asserted in correspondence, and then alleged in counterclaims in the District of Columbia lawsuit, that CLS’ continuous linked settlement service and settlement system infringe certain US patents held by Alice. The complaint filed by CLS alleged that CLS does not infringe the Alice patents, alleged that the Alice patents are invalid and unenforceable, and sought a judicial declaration to that effect. Alice’s counterclaims seek unspecified damages for alleged infringement.

On 9 March 2011, the U.S. District Court for the District of Columbia granted CLS summary judgment dismissing the case, and found that all of Alice’s asserted patent claims were invalid and cover non-patentable subject matter. The district court’s decision was appealed to the U.S. Court of Appeals for the Federal Circuit, and the appeal was argued on 13 January 2012. On 9 July 2012, a three-judge panel of the Federal Circuit reversed the district court and held that it was not manifestly evident that Alice’s claims were invalid and covered non-patentable subject matter. On 22 August 2012, CLS requested en banc review of the Federal Circuit’s 9 July 2012 decision by all of the active judges of the Federal Circuit.

Such review was granted on 9 October 2012 in an order by the Federal Circuit, vacating the 9 July 2012 panel decision and setting a briefing schedule for the en banc hearing. In a decision dated 10 May 2013, the en banc court affirmed the district court’s finding that Alice’s claims are ineligible for patenting.



Following the en banc decision, Alice’s only means for pursuing its infringement claims is a petition for certiorari to the U.S. Supreme Court asking for further review of the case. Alice filed its certiorari petition on 4 September 2013. CLS has one month to oppose Alice’s petition but may seek an extension on this deadline.

The potential financial impact on the CLS Group cannot currently be assessed.

21. Financial Commitments

Financial commitments are defined as those items which are considered material and outside normal purchase commitments that are contracted for, but not provided for, at the balance sheet date.

Financial commitments are as follows:

At 30 June 2013 £000

At 30 June 2012 £000


Contracted for but not provided for:

– IT Services Agreement 306,800 350,659 329,533

– IT Facilities Management – – 39,000

– other 17,224 23,788 18,937

Total 324,024 374,447 387,470

United KingdomExchange Tower One Harbour Exchange Square London E14 9GE UK

tel: +44 20 7971 5700 fax: +44 20 7971 5729

United StatesFinancial Square 32 Old Slip, 23rd Floor New York NY 10005 US

tel: +1 212 943 2290 fax: +1 212 363 6998

JapanMitsui ni-Goukan, 2-1-1 Nihonbashi Muromachi Chuo-ku Tokyo 103-0022 Japan

tel: +81 3 3517 2791 fax: +81 3 3517 2796

Hong KongHK Registered Office 8/F Gloucester Tower, The Landmark 15 Queen’s Road Central Hong Kong

tel: +852 3965 3263

® CLS and the CLS Logo are registered trademarks of CLS UK Intermediate Holdings Ltd © 2013 CLS UK Intermediate Holdings Ltd.

www.cls-group.com

CLS Interim financial report - june 2013

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