ACCOUNTS - Final Accounts preparation


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Registered number: 03870324










LAIDLAW & COMPANY (UK) LTD

AUDITED
ANNUAL REPORT
AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 DECEMBER 2019



















img1e08.png


 
LAIDLAW & COMPANY (UK) LTD
 

COMPANY INFORMATION


Directors
Mr M Eitner 
Mr J Ahern 




Registered number
03870324



Registered office
Albany House
Claremont Road

Esher

Surrey

KT10 9QF




Independent auditors
Wellden Turnbull Limited
Chartered Accountants & Statutory Auditors

Albany House

Claremont Road

Esher

Surrey

KT10 9FQ





 
LAIDLAW & COMPANY (UK) LTD
 

CONTENTS



Page
Strategic report
 
 
1 - 3
Directors' report
 
 
4 - 5
Independent auditors' report
 
 
6 - 8
Statement of income and retained earnings
 
 
9
Balance sheet
 
 
10
Notes to the financial statements
 
 
11 - 24


 
LAIDLAW & COMPANY (UK) LTD
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019

INTRODUCTION
 
The directors present their strategic report together with the audited financial statements for the year ended 31 December 2019.
OVERSEAS BRANCHES
During the year, the Company provided its services as a securities broker dealer in five locations outside of London:
New York City, New York
Melville, New York
Boston, Massachusetts
San Francisco, California
Boca Raton, Florida
Greenwich, Connecticut
 

BUSINESS REVIEW
 
The Company continues to explore strategic initiatives aimed at increasing the depth and scope of its business and addressing changes that may result from BREXIT.  It expects to enhance its own offerings by utilizing the service platform and products available to it through its fully disclosed clearing firm, INTL FCStone Inc. whose operations are situated in multiple regulatory and financial jurisdictions around the world. In 2020, INTL FCStone Inc. rerbranded itself as StoneX Group Inc, (NASDAQ Global Select Market Symbol -SNEX).
INTL FCStone Inc. (NASDAQ Global Select Market INTL) is a financial services company. The company provides financial products, and advisory and execution service. The company operates through five segments: Commercial Hedging, Global Payments, Securities, Physical Commodities, and Clearing and Execution Services (CES). The Commercial Hedging segment serves its commercial clients through its team of risk management consultants. The Global Payments segment provides global payment solutions to banks and commercial businesses, as well as charities and non governmental organizations and government organizations. The Securities segment provides solutions that facilitate cross border trading. The Physical Commodities segment consists of its physical precious metals trading and physical agricultural and energy commodity businesses. The CES segment seeks to provide clearing and execution of exchange traded futures and options for the institutional and trader market segments.
Management is hopeful that the greater scope and diversity will assist the company in establishing an expanded presence in the United Kingdom and will potentially help it to better serve domestic and European clientele of its affiliate.

Page 1

 
LAIDLAW & COMPANY (UK) LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019

PRINCIPAL RISKS AND UNCERTAINTIES
 
The responsibility for processing customer activity rests with the Company's clearing firm, INTL FCStone Financial Inc. ("INTL"). The Company's clearing and execution agreement provides that INTL’Ss credit losses relating to unsecured margin accounts receivable of the Company's customers are charged back to the Company.
INTL records customer activity on a settlement date basis, which is generally three business days after the trade date. There is therefore a risk of loss on these transactions in the event of the customer's inability to meet the terms of its contracts, in which case INTL may have to purchase or sell the underlying financial instruments at the prevailing market prices in order to satisfy its customer related obligations. Any loss incurred by INTL is charged back to the company.
The Company, in conjunction with INTL, controls off balance sheet risk by monitoring the market value and marking securities to market on a daily basis and by requiring adjustments of collateral levels. INTL establishes margin requirements and overall credit limits for such activities and monitors compliance with the applicable limits and industry regulations on a daily basis.
The Company maintains policies relating to its own technology and surveillance capabilities, including written supervisory policies and anti-money laundering procedures. In addition, the firm maintains multiple insurance policies covering fraud, theft, loss and many other potential liabilities. It also relies on other third party providers for additional financial, compliance and regulatory oversight.
The Company manages its exposure to liquidity risk by using finance leases where appropriate, minimising the use of loans where possible and by utilising a bank overdraft facility to provide both flexibility and continuity of funding, as and when required.
The Company has minimal exposure to interest rate risk as it avoids taking out any interest bearing loans from financial institutions. Any interest rate risk would be managed by ensuring that loans are repaid, according to the rate of interest, as any as any surplus funds become available.
Trade debtors primarily represent commission receivable from our clearing house, INTL. The risks associated with this have been addressed above.
Other trade debtors result from the outsourcing of services. These are managed in respect of credit risk and cash flow by strict Company policies concerning the credit offered to customers and the regular monitoring of amounts outstanding.
Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.
 

Page 2

 
LAIDLAW & COMPANY (UK) LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019

FINANCIAL KEY PERFORMANCE INDICATORS
 
The Directors consider that achieving stability and, if possible, above inflation growth in commission volume while maintaining a healthy component of fee revenue will generate a consistent gross profit margin that will sustain the business throughout market cycles. Therefore, the directors consider the percentage growth of commission and the gross profit margin to be the key performance indicators of the company. The directors also acknowledge that such metrics can experience declines in less optimal market cycles.
An analysis of these key performance indicators in 2019 shows that gross turnover decreased by 35.7%, primarily driven by an decrease in Commissions and Sales Credits.  The gross profit margin increased to 30.8% from 26.89%, primarily due to a decrease in compensation costs related to the business mix and decreases in expenses associated with the reduction in commission revenue and lower compensation costs 2019.  As such, the Company reported an operating loss in 2019, primarily due to the reduction of gross commission revenue. Market conditions and overall economic uncertainty led to a more conservative approach by many of the firm investors in 2019, Although disappointed in reporting an operating loss, the directors are satisfied with the implementation of strategic initiatives  implemented in 2019 that will benefit the firm in the future and therefore remain cautiously optimistic about 2020.


This report was approved by the board and signed on its behalf.






Mr M Eitner
Director

Date: 21 December 2020

Page 3

 
LAIDLAW & COMPANY (UK) LTD
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019

The directors present their report and the financial statements for the year ended 31 December 2019.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Principal activity

The principal activity of the company in the year under review is that of an auxiliary financial intermediary. The company is registered with the Financial Industry Regulatory Authority (FINRA) the largest independent securities regulator in the U.S.A.

Results and dividends

The loss for the year, after taxation, amounted to $440,497 (2018 - loss $509,686).

The directors have recommended that no dividends be paid this year (2018 - $Nil).

Directors

The directors who served during the year were:

Mr M Eitner 
Mr J Ahern 

Future developments

The Company's management will continue to expand its distribution and asset gathering capabilities and seek to improve operating efficiencies through expense management and departmental consolidations. In so doing, management expects to further benefit from economies of scale through recruitment and vertical integration of its areas of practice. Efforts will continue to expand the company's securities research activities and asset management product offerings, and to augment its corporate finance practice to include venture and merchant banking initiatives.

Page 4

 
LAIDLAW & COMPANY (UK) LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019

Matters covered in the strategic report

Matters relating to financial risk management objectives and policies and a review of business has been included in the strategic report.

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

As the global pandemic began to escalate in the first Quarter of 2020, the Company took the necessary steps in order to address the Covid 19 concerns and minimize the impact on the business operations.  As Laidlaw & Company (UK) LTD was deemed an essential business by the State of New York, it was allowed to have essential employees continue to work in the NYC office.  Among the employees that continued to work in the NYC office were, its CFO, its CEO of Laidlaw Wealth Management, its National Branch Manager, its Head of Investment Banking and its Director of Operations.  All other essential employees were given access to continue their work remotely.  The day to day functions of the company were able to continue uninterrupted.  
Further, the Company updated its corporate website to provide its customers with a summary of the Company’s response to the global pandemic. (this summary can be found at www.laildlawltd.com).
In direct response to Covid 19, the Company initiated staff reductions in March 2020.  The Company reduced headcount by approximately 12 full time employees.  These reductions were primarily in a support role and their functions were absorbed by current employees.  
Although it is difficult to determine the overall financial impact of Covid 19 on the business results, as of the date of this report, the Company’s fiscal results in 2020 were quite strong and the Company is operating at a profitable level.

Auditors

Under section 487(2) of the Companies Act 2006Wellden Turnbull Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 21 December 2020 and signed on its behalf.
 





Mr M Eitner
Director



Page 5

 
LAIDLAW & COMPANY (UK) LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAIDLAW & COMPANY (UK) LTD
 

Opinion


We have audited the financial statements of Laidlaw & Company (UK) Ltd (the 'Company') for the year ended 31 December 2019, which comprise the statement of income and retained earnings, the balance sheet and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2019 and of its loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.



Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:


the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.



Other information


The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our auditors' report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.


In connection with our audit of the financial statementsour responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


Page 6

 
LAIDLAW & COMPANY (UK) LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAIDLAW & COMPANY (UK) LTD (CONTINUED)


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.



Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.


Page 7

 
LAIDLAW & COMPANY (UK) LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAIDLAW & COMPANY (UK) LTD (CONTINUED)


Use of our report
 

This report is made solely to the Company's members in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' 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 Company and the Company's members for our audit work, for this report, or for the opinions we have formed.





Robin John FCA CTA (senior statutory auditor)
  
for and on behalf of
Wellden Turnbull Limited
 
Chartered Accountants
Statutory Auditors
  
Albany House
Claremont Road
Esher
Surrey
KT10 9FQ

 
Date: 
22 December 2020
Page 8

 
LAIDLAW & COMPANY (UK) LTD
 

STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2019

2019
2018
Note
$
$

  

Turnover
 4 
21,603,677
33,601,586

Cost of sales
  
(14,947,743)
(24,564,814)

GROSS PROFIT
  
6,655,934
9,036,772

Administrative expenses
  
(8,652,439)
(9,470,176)

Other operating income
 5 
489,978
123,263

Profit/(loss) from changes in fair value of current asset investments
  
975,728
(13,616)

OPERATING LOSS
 6 
(530,799)
(323,757)

Income from fixed assets investments
 10 
1,630
-

Interest payable and expenses
 11 
(83,222)
(32,402)

LOSS BEFORE TAX
  
(612,391)
(356,159)

Tax on loss
 12 
171,894
(153,527)

LOSS AFTER TAX
  
(440,497)
(509,686)

  

  

Retained earnings at the beginning of the year
  
646,833
1,156,519

Loss for the year
  
(440,497)
(509,686)

RETAINED EARNINGS AT THE END OF THE YEAR
  
206,336
646,833

There were no recognised gains and losses for 2019 or 2018 other than those included in the statement of income and retained earnings.

The notes on pages 11 to 24 form part of these financial statements.

Page 9

 
LAIDLAW & COMPANY (UK) LTD
REGISTERED NUMBER: 03870324

BALANCE SHEET
AS AT 31 DECEMBER 2019

2019
2018
Note
$
$

FIXED ASSETS
  

Tangible fixed assets
 13 
1,062,640
1,358,781

Investments
 14 
61,434
53,662

  
1,124,074
1,412,443

CURRENT ASSETS
  

Debtors
 15 
3,729,001
5,210,546

Current asset investments
 16 
4,496,822
234,837

Cash at bank and in hand
 17 
30,424
723,692

  
8,256,247
6,169,075

Creditors: amounts falling due within one year
 18 
(2,722,211)
(2,228,092)

NET CURRENT ASSETS
  
 
 
5,534,036
 
 
3,940,983

TOTAL ASSETS LESS CURRENT LIABILITIES
  
6,658,110
5,353,426

Creditors: amounts falling due after more than one year
 19 
(1,313,597)
(1,483,952)

PROVISIONS FOR LIABILITIES
  

Deferred tax
 22 
-
(73,186)

  
 
 
-
 
 
(73,186)

NET ASSETS
  
5,344,513
3,796,288


CAPITAL AND RESERVES
  

Called up share capital 
 23 
2,150,000
2,150,000

Share premium account
 24 
999,455
999,455

Capital contribution reserve
 24 
1,988,722
-

Profit and loss account
 24 
206,336
646,833

SHAREHOLDERS' FUNDS
  
5,344,513
3,796,288


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Mr M Eitner
Director

Date: 21 December 2020

The notes on pages 11 to 24 form part of these financial statements.

Page 10

 
LAIDLAW & COMPANY (UK) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

1.


GENERAL INFORMATION

Laidlaw & Company (UK) Limited is a private company, limited by shares, incorporated in England and Wales, registered number 03870324. The registered office is Albany House, Claremont Road, Esher, Surrey KT10 9FQ. 
The principal place of business is 521 5th Avenue, 12th floor, New York, NY 10175.

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

These financial statements are presented in dollars which is the functional currency of the Company and rounded to the nearest $.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Laidlaw Holdings Limited as at 31 December 2019 and these financial statements may be obtained from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ.

Page 11

 
LAIDLAW & COMPANY (UK) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.ACCOUNTING POLICIES (CONTINUED)

 
2.3

REVENUE

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration is received or receivable. The following criteria must also be met before turnover is recognised:

Turnover includes commissions and fees, investment banking fees, placement fees, advisory fees and underwriting net of syndicate expenses, arising from security offerings in which the company acts as an underwriter or agent.
Commission and clearing charges are recognised on a trade date basis as security transactions occur.
Advisory fees earned from providing merger-acquisition and financial restructuring advice are recognised over the period the service is provided.
Investment banking and placement fees are recognised on the closing date of the transaction.
Underwriting fees are recognised at the time the underwriting is complete.

 
2.4

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of income and retained earnings.

 
2.5

OPERATING LEASES: THE COMPANY AS LESSEE

Rentals paid under operating leases are charged to the statement of income and retained earnings on a straight line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 12

 
LAIDLAW & COMPANY (UK) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.ACCOUNTING POLICIES (CONTINUED)

 
2.6

LEASED ASSETS: THE COMPANY AS LESSEE

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the statement of income and retained earnings so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.7

FINANCE COSTS

Finance costs are charged to the statement of income and retained earnings over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

BORROWING COSTS

All borrowing costs are recognised in the statement of income and retained earnings in the year in which they are incurred.

 
2.9

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred UK tax and foreign tax. Tax is recognised in the statement of income and retained earnings, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 13

 
LAIDLAW & COMPANY (UK) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.ACCOUNTING POLICIES (CONTINUED)

 
2.10

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Leasehold improvements
-
5
years
Fixtures and fittings
-
5
years
Office equipment
-
5
years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the statement of income and retained earnings.

 
2.11

VALUATION OF INVESTMENTS

Investments whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the statement of income and retained earnings for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.12

DEBTORS

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.13

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.14

CREDITORS

Short term creditors are measured at the transaction price. Other financial liabilitie are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 14

 
LAIDLAW & COMPANY (UK) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.ACCOUNTING POLICIES (CONTINUED)

 
2.15

FINANCIAL INSTRUMENTS

The Company enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from third parties, loans to related parties. 

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of income and retained earnings.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.


3.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Judgements in applying accounting policies: 
At the year end where there are legal cases ongoing, the company takes specialist advice to assess the expected outcome and settlement. Based upon the information the company comply with the regulations on contingent assets and liabilities.
Key sources of estimation:
There are no significant sources of estimation.

Page 15

 
LAIDLAW & COMPANY (UK) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

4.


TURNOVER

The Company has three classes of business:


2019
2018
$
$



Commissions and sales credits
13,493,832
23,839,032

Corporate finance fees
6,703,744
6,995,768

Trading gains and losses
1,188,875
2,766,786

21,386,451
33,601,586

The turnover is derived from geographical markets outside the UK.


5.


OTHER OPERATING INCOME

2019
2018
$
$

Net rents receivable
178,095
123,263

Insurance claims receivable
311,883
-

489,978
123,263



6.


OPERATING LOSS

The operating loss is stated after charging:

2019
2018
$
$

Depreciation of tangible fixed assets
407,418
316,293

Other operating lease rentals
2,047,687
2,920,158


7.


AUDITORS' REMUNERATION

2019
2018
$
$


Fees payable to the Company's auditor and its associates for the audit of the Company's annual accounts
40,254
41,240

FEES PAYABLE TO THE COMPANY'S AUDITOR AND ITS ASSOCIATES IN RESPECT OF:


Accountancy and other costs
12,534
11,101

Other services relating to taxation
1,714
1,607

USA auditors assurance fees
40,000
94,727



Page 16

 
LAIDLAW & COMPANY (UK) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

8.


EMPLOYEES

Staff costs, including directors' remuneration, were as follows:


2019
2018
$
$

Wages and salaries
12,685,028
20,799,351

Social security costs
595,344
842,161

13,280,372
21,641,512


The average monthly number of employees, including the directors, during the year was as follows:


        2019
        2018
            No.
            No.







Directors
2
2



Brokers and administrative staff
82
89

84
91


9.


DIRECTORS' REMUNERATION

2019
2018
$
$

Directors' emoluments
879,205
4,810,937


The highest paid director received remuneration of $517,519 (2018 - $2,265,293).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to $NIL (2018 - $NIL).


10.


INCOME FROM INVESTMENTS

2019
2018
$
$





Dividends received from unlisted investments
1,630
-


Page 17

 
LAIDLAW & COMPANY (UK) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

11.


INTEREST PAYABLE AND SIMILAR EXPENSES

2019
2018
$
$


Other loan interest payable
6,433
16,735

Finance leases and hire purchase contracts
76,789
15,667

83,222
32,402


12.


TAXATION


2019
2018
$
$


FOREIGN TAX


Foreign tax on income for the year
44,736
129,878

DEFERRED TAX


Origination and reversal of timing differences
(216,630)
23,649


TAXATION ON (LOSS)/PROFIT ON ORDINARY ACTIVITIES
(171,894)
153,527
Page 18

 
LAIDLAW & COMPANY (UK) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
 
12.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is lower than (2018 - lower than) the standard rate of corporation tax in the UK of 19% (2018 - 19%). The differences are explained below:

2019
2018
$
$


(Loss)/profit on ordinary activities before tax
(612,391)
(356,160)


(Loss)/Profit on ordinary activities multiplied by standard rate of corporation tax in the UK
(116,354)
(67,670)

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
70,756
141,627

Utilisation of tax losses
73,185
-

Capital allowances in excess of depreciation
37,931
(23,649)

Fair value movement in  investments
(185,388)
-

Dividend income
310
-

Depreciation on assets not attracting capital allowances
49,505
49,505

Foreign tax relief
(3,131)
-

Finance lease adjustment
-
(17,813)

Unrelieved tax losses carried forward
(143,444)
-

Other Foreign taxes paid
44,736
13,878

Foreign tax charge  in excess of UK tax
-
57,649

TOTAL TAX CHARGE FOR THE YEAR
(171,894)
153,527


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.

Page 19

 
LAIDLAW & COMPANY (UK) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

13.


TANGIBLE FIXED ASSETS





Short term leasehold improvement
Furniture, fixtures and fittings
Office equipment
Total

$
$
$
$



COST OR VALUATION


At 1 January 2019
698,794
1,612,859
554,648
2,866,301


Additions
4,546
7,723
99,008
111,277



At 31 December 2019

703,340
1,620,582
653,656
2,977,578



DEPRECIATION


At 1 January 2019
373,450
653,845
480,225
1,507,520


Charge for the year on owned assets
98,956
23,898
65,420
188,274


Charge for the year on financed assets
-
219,145
-
219,145



At 31 December 2019

472,406
896,888
545,645
1,914,939



NET BOOK VALUE



At 31 December 2019
230,934
723,694
108,011
1,062,639



At 31 December 2018
325,343
959,014
74,423
1,358,780

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2019
2018
$
$



Furniture,fixtures and fittings
685,426
903,262


14.


FIXED ASSET INVESTMENTS





Unlisted investments

$



COST OR VALUATION


At 1 January 2019
53,662


Revaluations
7,772



At 31 December 2019
61,434




Page 20

 
LAIDLAW & COMPANY (UK) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

15.


DEBTORS


2019
2018
$
$

DUE AFTER MORE THAN ONE YEAR

Other debtors
345,170
1,145,721

DUE WITHIN ONE YEAR

Trade debtors
890,461
673,709

Amounts owed by group undertakings
1,341,710
2,174,856

Other debtors
367,297
856,885

Prepayments and accrued income
640,919
359,375

Deferred taxation
143,444
-

3,729,001
5,210,546



16.


CURRENT ASSET INVESTMENTS

2019
2018
$
$

Listed investments
4,496,822
234,837



17.


CASH AND CASH EQUIVALENTS

2019
2018
$
$

Cash at bank and in hand
30,424
723,689

Less: bank overdrafts
(170,203)
-

(139,779)
723,689



18.


CREDITORS: Amounts falling due within one year

2019
2018
$
$

Bank overdrafts
170,203
-

Trade creditors
614,391
662,235

Corporation tax
154,692
203,816

Obligations under finance lease and hire purchase contracts
340,383
319,181

Other creditors
73,396
66,541

Accruals and deferred income
1,369,146
976,319

2,722,211
2,228,092


Page 21

 
LAIDLAW & COMPANY (UK) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

19.


CREDITORS: Amounts falling due after more than one year

2019
2018
$
$

Net obligations under finance leases and hire purchase contracts
184,654
502,463

Other creditors
17,232
126,902

Accruals and deferred income
1,111,711
854,587

1,313,597
1,483,952


The finance lease obligations are secured against the furntiure and fittings provided to the Company.


20.


HIRE PURCHASE AND FINANCE LEASES


Minimum lease payments under hire purchase fall due as follows:

2019
2018
$
$


Within one year
340,383
319,181

Between 1-5 years
184,654
502,463

525,037
821,644


21.


FINANCIAL INSTRUMENTS

2019
2018
$
$

FINANCIAL ASSETS


Financial assets measured at fair value through profit or loss
4,588,681
234,847




Financial assets measured at fair value through profit or loss comprise current asset investments.

Page 22

 
LAIDLAW & COMPANY (UK) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

22.


DEFERRED TAXATION




2019
2018


$

$






At beginning of year
73,186
49,537


Utilised in year
(216,630)
23,649



At end of year
(143,444)
73,186

The deferred taxation balance is made up as follows:

2019
2018
$
$


Tax losses carried forward
(143,444)
-

Accelerated capital allowances
-
73,186


The taxable losses of 2019 are expected to used in full in 2020 when the deferred tax asset will be reversed.


23.


SHARE CAPITAL

2019
2018
$
$
Allotted, called up and fully paid



1,160,651 (2018 - 1,160,651) Ordinary shares of 1.464695 each
1,700,000
1,700,000
228,181 (2018 - 228,181) Preference shares of 1.972118 each
450,000
450,000

2,150,000

2,150,000


The preference shares rank before the ordinary shares in capital distributions. When there are profits available for distribution and resolved to be distributed the preference shares will receive a 10% cumulative dividend prior to dividends paid on the ordinary shares. 


24.


RESERVES

Share premium account

The share premium account comprises the amounts paid above and beyond the par value of the shares in issue.

Other reserves

The capital contribution reserve comprise an injection of capital by the parent company.

Profit and loss account

Profit and loss account comprises retained earnings to date.

Page 23

 
LAIDLAW & COMPANY (UK) LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

25.


CONTINGENT LIABILITIES

The Company has been named as a defendant in a number of actions relating to its activities as a broker-dealer including civil actions and arbitration. From time to time, the Company is also involved in  proceedings and investigations by self-regulatory organisations. Although the ultimate outcome of these matters involving the Company cannot be predicted with certainty, in the opinion of the director the company has meritorious defences to all such actions and intends to defend each of these actions vigorously. It is therefore the opinion of the directors that the ultimate resolution of such actions will have no material adverse effect on the company's financial condition.


26.


COMMITMENTS UNDER OPERATING LEASES

At 31 December 2019 the Company had future minimum lease payments under non-cancellable operating leases as follows:

2019
2018
$
$


Not later than 1 year
1,745,660
1,646,348

Later than 1 year and not later than 5 years
6,176,387
6,457,952

Later than 5 years
6,958,927
8,392,551

14,880,974
16,496,851


27.


TRANSACTIONS WITH DIRECTORS

During the year, loans of $140,000 (2018 - $1,047,000) were made to a director. The loans were repayable on demand and interest free. The loan was written off in full by the year end (2018 -  $1,379,500).
During the year, loans of $138,975 (2018 - $977,000) were made to a director. The loans were repayable on demand and interest free. The loan was written off in full by the year end (2018 -  $1,000,593).


28.


RELATED PARTY TRANSACTIONS

The Company is exempt under the terms of Financial Reporting Standard 102 (FRS102) paragraph 33.1A, from disclosing related party transactions with other group companies, on the grounds the Company is wholly owned within the Group and the Company is included in consolidated financial statements prepared by the Group.


29.


PARENT COMPANY

The Company's immediate parent undertaking is Laidlaw Holdings Limited. The consolidated financial statements of Laidlaw Holdings Limited may be obtained from Companies House or from its registered office Albany House, Claremont Road, Esher, Surrey, KT10  9FQ.
There is no ultimate controlling party.


Page 24