Washington, D.C. 20549


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

Date of Report (Date of earliest event reported): February 15, 2011

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

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


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

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

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On February 15, 2011 the Registrant issued a news release, a copy of which is set forth in Exhibit 2.02 hereto, announcing financial results for the Registrant for the fiscal quarter ended December 31, 2010.


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

Investors Capital Holdings, Ltd.

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

Date: February 17, 2011

Exhibit 2.02


Robert Foney, Chief Marketing Officer

Investors Capital Holdings Posts Third-Quarter Profit

Total revenue, Average Revenue per Rep increase; net capital position strengthens

Lynnfield, Mass. (February 15, 2011) – Investors Capital Holdings, Ltd. (NYSE Amex: ICH, “the Company”), a financial services holding company, posted third quarter net income of $0.35 million on total revenue of $21.43 million for the period ended December 31, 2010 (“the quarter”) compared to net income of $0.43 million on total revenue of $21.05 million for the quarter ended December 31, 2009 (“prior period”). The Company operates primarily through its wholly-owned subsidiary, Investors Capital Corporation (“ICC”), a dually registered broker-dealer and investment advisory firm.

Total revenue for the quarter grew by $0.38 million, or 1.8%, compared to the prior period. The increase is due primarily to a rise in commissionable revenues as markets continue to rebound from the recent recession. Commission revenue, which accounts for 81.5% of total revenue, increased 1.7% to $17.47 million. Advisory fees, which account for 15.2% of total revenue, grew 3.4% to $3.27 million. The rise in advisory revenue reflects growth in market asset values, as well as new investment contributions.

“Our focus continues to be on quality advisors, assets, and profits,” said Timothy B. Murphy, the Company’s President and CEO. “Our net capital position remains strong; the markets and economy are improving; trading volume is increasing. We know where we want to go and how we want to get there. All we have to do is execute.”

At quarter end, the firm’s net capital position strengthened to $2.99 million (an excess of $2.51 million) with a net capital ratio of 2.38:1. The SEC Uniform Net Capital Rule (Rule 15c3-1) requires that Investors Capital maintain net capital of $100,000 and a ratio of specified aggregate indebtedness to net capital (a “net capital ratio”) not to exceed 15 to 1.

Investors Capital continues to benefit from improving the overall quality of its representatives, a key component of the Company’s strategy for achieving growth in revenues and net income. The firm seeks to continually

improve the quality of its representatives by helping them expand their skills and practices, recruiting established, high-quality representatives, and terminating low-quality advisors. The firm’s average revenue per representative, based on a rolling 12-month period, rose again in the third quarter to $145,153, an increase of 12.5% over $129,006 for the prior rolling 12-month period.

“To use a baseball analogy, we’re not trying to swing for the fences,” said Murphy. “Single, single, double is how smart teams produce runs in baseball and profits in business. We are focusing on organic growth, retention, and recruitment of quality advisors to achieve our growth targets for revenues, assets, and profits.”

Adjusted EBITDA was $0.47 million for the quarter compared to $0.86 million for the prior period. Adjusted EBITDA, a non-GAAP financial measure described below, is a key metric utilized by the firm in evaluating its financial performance.

About Investors Capital Holdings, Ltd.:

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

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

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

# # #


  December 31, 2010  March 31, 2010 
Current Assets     
Cash and cash equivalents  $                                5,084,390  $                                5,812,865 
Deposit with clearing organization, restricted  175,000  175,000 
Accounts receivable  6,333,753  6,042,188 
Note receivable - (current)  108,465  140,598 
Loans receivable from registered representatives (current), net of allowance  1,138,383  769,263 
Prepaid income taxes  364,026  559,007 
Securities owned at fair value  2,753  57,933 
Investments  50,000  50,000 
Prepaid expenses  641,632  957,674 
  13,898,402  14,564,528 
Property and equipment, net  675,302  774,182 
Long Term Investments     
Loans receivable from registered representatives  247,356  292,884 
Note receivable  495,000  595,000 
Investments  206,475  184,319 
Non-qualified deferred compensation investment  1,003,504  929,897 
Cash surrender value life insurance policies  655,047  551,398 
  2,607,382  2,553,498 
Other Assets     
Other assets  56,543  25,069 
Deferred tax asset, net  958,693  838,773 
Capitalized software, net  102,925  138,497 
  1,118,161  1,002,339 
TOTAL ASSETS  $                           18,299,247  $                           18,894,547 
Liabilities and Stockholders' Equity     
Current Liabilities     
Accounts payable  $                                1,227,145  $                                   817,761 
Accrued expenses  1,553,133  2,358,656 
Commissions payable  2,703,163  3,488,415 
Notes payable  50,784  1,130,922 
Unearned revenues  1,655,431  101,931 
Securities sold, not yet purchased, at fair value  -  5,693 
  7,189,656  7,903,378 
Long-Term Liabilities     
Non-qualified deferred compensation plan  1,065,634  793,735 
  1,065,634  793,735 
Total liabilities  8,255,290  8,697,113 
Stockholders' Equity:     
Common stock, $.01 par value, 10,000,000 shares authorized;     
6,619,748 issued and 6,615,863 outstanding at December 31, 2010;     
6,595,804 issued and 6,591,919 outstanding at March 31, 2010  66,197  65,958 
Additional paid-in capital  12,231,361  12,095,862 
Accumulated deficit  (2,272,882)  (1,964,084) 
Less: Treasury stock, 3,885 shares at cost  (30,135)  (30,135) 
Accumulated other comprehensive income  49,416  29,833 
Total stockholders' equity  10,043,957  10,197,434 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $                           18,299,247  $                           18,894,547 


  2010  2009 
   Commissions  $                              17,469,594  $                              17,170,742 
   Advisory fees  3,266,812  3,159,770 
   Other fee income  528,451  514,064 
   Other revenue  161,400  206,453 
Total revenue  21,426,257  21,051,029 
   Commissions and advisory fees  16,600,763  15,998,733 
   Compensation and benefits  2,157,884  1,820,196 
   Regulatory, legal and professional services  549,546  579,701 
   Brokerage, clearing and exchange fees  481,837  778,837 
   Technology and communications  311,178  287,270 
   Marketing and promotion  406,945  296,180 
   Occupancy and equipment  232,802  202,643 
   Other administrative  366,757  370,018 
   Interest  3,472  1,536 
Total operating expenses  21,111,184  20,335,114 
Operating (loss) income  315,073  715,915 
Provision for income taxes  (30,601)  287,857 
Net income (loss)  $                                   345,674  $                                   428,058 
Basic net income per share  $                                         0.05  $                                         0.07 
Diluted net income per share  $                                         0.05  $                                         0.07 
Basic dividends per common share  $                                               -  $                                               - 
Shares used in basic per share calculations  6,566,542  6,514,017 
Shares used in diluted per share calculations  6,704,651  6,514,017 


Adjusted EBITDA

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

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

Adjusted EBITDA may be reconciled with net income as follows:

Quarters Ended December 31,
2010 2009
Adjusted EBITDA: $                         473,384 $                         857,973
Adjustments to obtain GAAP Net income (loss):
   Income tax benefit 37,348 -
   Interest expense (3,472) (1,536)
   Income tax expense  (6,746) (287,857)
   Depreciation and amortization  (107,477) (86,030)
   Non-cash compensation (47,363) (54,492)
Net income (loss) $                         345,674 $                         428,058