13th Aug 2009 09:41
13 August 2009
Crosby Asset Management Inc.
(the 'Company' or 'CAM' and together with its subsidiaries the 'Group')
Interim Results - Six months ended 30 June 2009
Summary Financials
Turnover 2009: US$2.1 million (2008: US$17.6 million, of which US$15.0 million was from continuing operations)
Loss Attributable to Shareholders 2009: US$8.6 million (2008: US$46.4 million, of which US$21.2 million was from continuing operations)
A modest, but noticeable, improvement in the operating environment was discernible
Shareholder Equity 2009: US$1.2 million (2008: US$18.8 million)
Loss Per Share (basic) 2009: US$0.04 (2008: US$0.19)
Assets Under Management 2009: US$0.6 billion (2008: US$2.2 billion)
Commentary
The Company continues to pursue its strategy to reduce costs and realise assets wherever possible and this is reflected in the interim figures, resulting in a loss attributable to shareholders of US$8.6 million (2008 US$46.4 million) from turnover of US$2.1 million (2008 US$17.6 million).
Business at Crosby Wealth Management (CWM) is showing modest signs of improvement. There have been no further developments with regard to the legal proceedings bought against CWM in respect of a trade execution error.
A liquidator has now been appointed to oversee the orderly closure of the Forsyth hedge fund of funds.
Due to the lack of critical mass within the Crosby Active Opportunities Fund ('CAOF') CAOF has continued to liquidate positions, where possible, in order to return cash to shareholders.
Orchard Petroleum, in which CAM has a five per cent. equity stake (rising to between nine per cent. and ten per cent. after the repayment of debt to preference shareholders), benefitted from stronger oil prices towards the end of the period under review. Total production also continued to increase modestly as a result of an increase in producing well count.
At the close of the period, CAM held US$7.9 million of cash and had minimal debt.
Consolidated Income Statement |
|||||||||
Unaudited six months ended 30 June |
Unaudited six months ended 30 June |
Audited year ended 31 December |
|||||||
2009 |
2008 |
2008 |
|||||||
Notes |
US$'000 |
US$'000 |
US$'000 |
||||||
Continuing operations |
|||||||||
Revenue |
5 |
2,104 |
14,975 |
22,853 |
|||||
Cost of sales |
(322) |
(3,537) |
(6,502) |
||||||
Gross profit |
1,782 |
11,438 |
16,351 |
||||||
(Loss)/Profit on financial assets at fair value through profit or loss |
14 |
(1,964) |
27 |
(2,219) |
|||||
Other income |
6 |
294 |
300 |
1,299 |
|||||
Administrative expenses |
|||||||||
Restructuring expenses |
7 |
(580) |
(4,233) |
(6,968) |
|||||
Amortisation of intangible assets |
- |
(314) |
(314) |
||||||
Impairment of intangible assets |
(10) |
(8,979) |
(8,930) |
||||||
Write off of intangible assets |
- |
- |
(468) |
||||||
Other administrative expenses |
(5,617) |
(17,498) |
(24,403) |
||||||
(6,207) |
(31,024) |
(41,083) |
|||||||
Distribution expenses |
- |
(3) |
(46) |
||||||
Impairment of available-for-sale investments |
(1,458) |
- |
- |
||||||
Other operating expenses |
(1,512) |
(1,115) |
(6,508) |
||||||
Loss from operations |
(9,065) |
(20,377) |
(32,206) |
||||||
Finance costs |
(62) |
(133) |
(201) |
||||||
Share of profits of associates |
1 |
69 |
24 |
||||||
Share of profits/(losses) of jointly controlled entities |
73 |
66 |
(10) |
||||||
Loss before taxation |
9 |
(9,053) |
(20,375) |
(32,393) |
|||||
Taxation |
10 |
24 |
(293) |
127 |
|||||
Loss for the period from continuing operations |
(9,029) |
(20,668) |
(32,266) |
||||||
Discontinued operations |
|||||||||
Loss for the period from discontinued operations |
|
- |
(25,207) |
(25,207) |
|||||
Loss for the period |
(9,029) |
(45,875) |
(57,473) |
||||||
Attributable to: |
|||||||||
Equity holders of the Company |
|||||||||
Loss for the period from continuing operations |
(8,576) |
(21,162) |
(31,278) |
||||||
Loss for the period from discontinued operations |
- |
(25,207) |
(25,207) |
||||||
(8,576) |
(46,369) |
(56,485) |
|||||||
Minority interests |
|||||||||
(Loss)/profit for the period from continuing operations |
(453) |
494 |
(988) |
||||||
Loss for the period from discontinued operations |
- |
- |
- |
||||||
494 |
(988) |
||||||||
Loss for the period |
(9,029) |
(45,875) |
(57,473) |
||||||
Dividend |
- |
- |
- |
||||||
Loss per share for loss attributable to equity holders of the Company during the period |
11 |
US cents |
US cents |
US cents |
|||||
- Basic |
(3.52) |
(19.05) |
(23.20) |
||||||
- Diluted |
(3.52) |
(19.05) |
(23.20) |
Consolidated Statement of Comprehensive Income |
||||||
Unaudited six months ended 30 June |
Unaudited six months ended 30 June |
Audited year ended 31 December |
||||
Note |
2009 |
2008 |
2008 |
|||
US$'000 |
US$'000 |
US$'000 |
||||
Loss for the period |
(9,029) |
(45,875) |
(57,473) |
|||
Other comprehensive income: |
|
|
||||
Exchange differences on translating foreign operations |
(14) |
152 |
48 |
|||
Available-for-sale investments Deficit on revaluation Reclassification to profit or loss: Provision for impairment Upon disposal |
9 |
(805) 1,458 436 |
(301) - - |
(1,398) - 155 |
||
Share of other comprehensive income of associates |
(27) |
(56) |
(188) |
|||
Share of other comprehensive income of jointly controlled entities |
16 |
- |
(5) |
|||
Other comprehensive income for the period, net of tax |
1,064 |
(205) |
(1,388) |
|||
|
|
|
||||
Total comprehensive income for the period, net of tax |
(7,965) |
(46,080) |
(58,861) |
|||
|
|
|
||||
Attributable to: |
||||||
Equity holders of the Company |
(7,512) |
(46,574) |
(57,873) |
|||
Minority interests |
(453) |
494 |
(988) |
|||
|
(7,965) |
(46,080) |
(58,861) |
Consolidated Statement of Financial Position
Unaudited 30 June |
Unaudited 30 June |
Audited 31 December |
||
2009 |
2008 |
2008 |
||
Notes |
US$'000 |
US$'000 |
US$'000 |
|
ASSETS |
||||
Non-current assets |
||||
Property, plant and equipment |
|
181 |
2,208 |
387 |
Interests in associates |
488 |
325 |
153 |
|
Interests in jointly controlled entities |
557 |
72 |
307 |
|
Available-for-sale investments |
12 |
387 |
5,222 |
1,625 |
Note receivable |
497 |
- |
485 |
|
Intangible assets |
|
21 |
489 |
21 |
2,131 |
8,316 |
2,978 |
||
Current assets |
||||
Amounts due from parent and related companies |
17 |
52 |
114 |
214 |
Trade and other receivables |
13 |
2,344 |
7,648 |
3,424 |
Tax recoverable |
120 |
75 |
82 |
|
Financial assets at fair value through profit or loss |
14 |
381 |
183 |
2,696 |
Cash and cash equivalents |
7,871 |
15,171 |
15,526 |
|
10,768 |
23,191 |
21,942 |
||
Assets classified as discontinued operations |
|
- |
11,360 |
- |
|
|
|||
Total assets |
12,899 |
42,867 |
24,920 |
|
LIABILITIES |
||||
Current liabilities |
||||
Amounts due to parent and related companies |
17 |
(1) |
(908) |
- |
Trade and other payables |
15 |
(9,732) |
(10,129) |
(11,930) |
Deferred income |
(30) |
(79) |
(34) |
|
Provision for taxation |
- |
(2,717) |
(2,261) |
|
Current portion of obligations under finance leases |
(277) |
(361) |
(298) |
|
(10,040) |
(14,194) |
(14,523) |
||
Non-current liabilities |
||||
Loan payable |
(53) |
(50) |
(52) |
|
Other payable |
- |
(838) |
- |
|
Obligations under finance leases |
(390) |
(822) |
(513) |
|
(443) |
(1,710) |
(565) |
||
Liabilities directly associated with assets classified as discontinued operations |
|
- |
(5,067) |
- |
Total liabilities |
(10,483) |
(20,971) |
(15,088) |
|
EQUITY |
||||
Share capital |
16 |
2,435 |
2,435 |
2,435 |
Reserves |
(1,229) |
16,346 |
5,749 |
|
Equity attributable to equity holders of the Company |
1,206 |
18,781 |
8,184 |
|
Minority interests |
1,210 |
3,115 |
1,648 |
|
Total equity |
2,416 |
21,896 |
9,832 |
|
Total equity and liabilities |
12,899 |
42,867 |
24,920 |
Consolidated Statement of Changes in Equity |
||||||||||
Equity attributable to equity holders of the Company |
||||||||||
Share capital |
Share premium |
Capital reserve |
Employee share-based compensation reserve |
Foreign exchange reserve |
Investment revaluation reserve |
Profit and loss account |
Total |
Minority interests |
Total equity |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
At 1 January 2009 |
2,435 |
6,344 |
23,455 |
3,597 |
20 |
(1,088) |
(26,579) |
8,184 |
1,648 |
9,832 |
Employee share-based compensation |
- |
- |
- |
534 |
- |
- |
- |
534 |
15 |
549 |
Lapse of share options |
- |
- |
- |
(190) |
- |
- |
190 |
- |
- |
- |
Transactions with owners |
- |
- |
- |
344 |
- |
- |
190 |
534 |
15 |
549 |
Loss for the period |
- |
- |
- |
- |
- |
- |
(8,576) |
(8,576) |
(453) |
(9,029) |
Other comprehensive income: |
||||||||||
Exchange difference on translating foreign exchange operations |
- |
- |
- |
- |
(14) |
- |
- |
(14) |
- |
(14) |
Available-for-sale investments Deficit on revaluation |
- |
- |
- |
- |
- |
(805) |
- |
(805) |
- |
(805) |
Reclassification to profit or loss: Provision for impairment Upon disposal |
- - |
- - |
- - |
- - |
- - |
1,458 436 |
- - |
1,458 436 |
- - |
1,458 436 |
Share of other comprehensive income of associates |
- |
- |
- |
- |
(27) |
- |
- |
(27) |
- |
(27) |
Share of other comprehensive income of jointly controlled entities |
- |
- |
- |
- |
16 |
- |
- |
16 |
- |
16 |
Total comprehensive income for the period |
- |
- |
- |
- |
(25) |
1,089 |
(8,576) |
(7,512) |
(453) |
(7,965) |
At 30 June 2009 |
2,435 |
6,344 |
23,455 |
3,941 |
(5) |
1 |
(34,965) |
1,206 |
1,210 |
2,416 |
Consolidated Statement of Changes in Equity |
||||||||||
Equity attributable to equity holders of the Company |
||||||||||
Share capital |
Share premium |
Capital reserve |
Employee share-based compensation reserve |
Foreign exchange reserve |
Investment revaluation reserve |
Profit and loss account |
Total |
Minority interests |
Total equity |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
At 1 January 2008 |
2,433 |
6,236 |
23,455 |
2,927 |
165 |
155 |
28,834 |
64,205 |
8,269 |
72,474 |
Issue of new shares upon exercise of share options |
2 |
108 |
- |
(26) |
- |
- |
- |
84 |
- |
84 |
Employee share-based compensation |
- |
- |
- |
1,066 |
- |
- |
- |
1,066 |
10 |
1,076 |
Lapse of share options |
- |
- |
- |
(299) |
- |
- |
299 |
- |
- |
- |
Dividend paid to minority shareholders |
- |
- |
- |
- |
- |
- |
- |
- |
(5,658) |
(5,658) |
Transactions with owners |
2 |
108 |
- |
741 |
- |
- |
299 |
1,150 |
(5,648) |
(4,498) |
(Loss)/Profit for the period |
- |
- |
- |
- |
- |
- |
(46,369) |
(46,369) |
494 |
(45,875) |
Other comprehensive income: |
||||||||||
Exchange difference on translating foreign exchange operations |
- |
- |
- |
- |
152 |
- |
152 |
- |
152 |
|
Available-for-sale investments Deficit on revaluation |
- |
- |
- |
- |
- |
(301) |
- |
(301) |
- |
(301) |
Share of other comprehensive income of associates |
- |
- |
- |
- |
(56) |
- |
- |
(56) |
- |
(56) |
Total comprehensive income for the period |
- |
- |
- |
- |
96 |
(301) |
(46,369) |
(46,574) |
494 |
(46,080) |
At 30 June 2008 |
2,435 |
6,344 |
23,455 |
3,668 |
261 |
(146) |
(17,236) |
18,781 |
3,115 |
21,896 |
Condensed Consolidated Cash Flow Statement
Unaudited six months ended 30 June |
Unaudited six months ended 30 June |
Audited year ended 31 December |
||
2009 |
2008 |
2008 |
||
|
US$'000 |
US$'000 |
US$'000 |
|
Net cash (outflow)/inflow from operating activities |
||||
- Continuing operations |
(7,603) |
2,444 |
2,093 |
|
- Discontinued operations |
- |
918 |
(500) |
|
(7,603) |
3,362 |
1,593 |
||
Net cash inflow/(outflow) from investing activities |
||||
- Continuing operations |
81 |
(3,347) |
(2,011) |
|
- Discontinued operations |
- |
(776) |
(7) |
|
81 |
(4,123) |
(2,018) |
||
Net cash outflow from financing activities |
||||
- Continuing operations |
(144) |
(4,390) |
(4,830) |
|
- Discontinued operations |
- |
- |
- |
|
(144) |
(4,390) |
(4,830) |
||
Net decrease in cash and cash equivalents |
(7,666) |
(5,151) |
(5,255) |
|
Cash and cash equivalents as at start of period |
15,526 |
20,766 |
20,766 |
|
Effect of exchange rate fluctuations |
11 |
(11) |
15 |
|
Cash and cash equivalents as at end of period |
7,871 |
15,604 |
15,526 |
Analyzed into: |
||||
- Continuing operations |
7,871 |
15,171 |
15,526 |
|
- Discontinued operations |
|
- |
433 |
- |
Total |
7,871 |
15,604 |
15,526 |
|
Notes to the interim financial information
1. Basis of preparation
The Company acts as the holding company of the Group. The Group is principally engaged in the businesses of merchant banking and asset management. The address of the Company's registered office is Cricket Square, Hutchins Drive, P. O. Box 2681, Grand Cayman, KY1 -1111, Cayman Islands. The Company's shares are listed on the AIM of the London Stock Exchange.
The Company was incorporated in the Cayman Islands, which does not prescribe the adoption of any particular accounting framework. The Board has therefore adopted International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board. The interim financial information complies with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the AIM of the London Stock Exchange.
The interim financial information has been prepared on the historical cost basis except for certain financial instruments which are measured at fair value.
It should be noted that accounting estimates and assumptions are used in preparation of the interim financial information. Although these estimates are based on management's best knowledge and judgement of current events and actions, actual results may ultimately differ from those estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the interim financial information, are set out in Note 3 to the interim financial information.
The Directors note the losses that the Group has made for the period ended 30 June 2009. The Directors have prepared cash flow forecasts through to 30 June 2010 which exclude the impact of the cash flows of Crosby Wealth Management which held cash of US$6.0 million out of the Group's total cash of US$7.9 million at 30 June 2009. Crosby Wealth Management has been excluded from the forecasts as it is only 56.14% owned by the Group. The forecasts take account of the current cost structure of the Group and a conservative estimate of the proceeds of the sale of certain assets of the Group and the income to be generated from the Asset Management business. These forecasts indicate adequate working capital prior to taking account of a facility of US$4 million from Crosby Capital Limited, its parent company. For this reason, they continue to adopt the going concern basis in preparing the consolidated financial information.
The interim financial information contained in this report does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The full accounts for the year ended 31 December 2008 received an unqualified report from the auditors and did not contain a statement under Section 237(2) or (3) of the Companies Act 1985.
The interim financial information is unaudited but has been reviewed by the Company's Audit Committee.
2. Principal accounting policies
The interim financial information has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting". These condensed interim financial information should be read in conjunction with the annual financial statements of the Group for the year ended 31 December 2008 (the "2008 Annual Report"), which have been prepared in accordance with International Financial Reporting Standards.
The principal accounting policies and methods of computation adopted to prepare the interim financial information are consistent with those detailed in the 2008 annual report published by the Company on 19 March 2009, except for the adoption of IAS 1 Presentation of Financial Statements (Revised 2007) and IFRS 8 Operating Segments.
The adoption of IAS 1 (Revised 2007) does not affect the financial position or profits of the Group, but gives rise to additional disclosures. The measurement and recognition of the Group's assets, liabilities, income and expenses is unchanged, however some items that were recognised directly in equity are now recognised in other comprehensive income, for example revaluation of available-for-sale investments. IAS 1 (Revised 2007) affects the presentation of owner changes in equity and introduces a "Statement of comprehensive income". In accordance with the new standard the entity does not present a "Statement of recognised income and expenses", as was presented in the 2008 consolidated financial statements. Further, a "Statement of changes in equity" is presented.
The adoption of IFRS 8 has changed the segments that are disclosed in the interim financial statements. In the previous annual and interim financial statrements, segments were identified by reference to the dominant source and nature of the Group's risks and returns. Under IFRS 8 the accounting policy for identifying segments is now based on the internal management reporting information that is regularly reviewed by the chief operating decision maker. Following the adoption of IFRS 8 which requires retrospective application, the comparative segment information for the same period in the prior year is restated to conform with the new requirements.
3. Critical accounting estimates and judgements
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.
(i) Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next accounting period are discussed below:
Fair values of financial instruments
Financial instruments such as available-for-sale investments and financial assets at fair value through profit or loss are initially measured at fair value. Certain financial instruments are remeasured at fair value at subsequent reporting dates. The best evidence of fair value is quoted prices in an active market. Where quoted prices are not available for a particular financial instrument, the Group uses the market values determined by the internal or external valuation techniques to estimate the fair value. The use of methodologies, models and assumptions in pricing and valuing these financial assets requires varying degrees of judgement by management, which may result in different fair values and results. The assumptions with regard to the fair value of available-for-sale investments and financial assets at fair value through profit or loss are detailed in Notes 12 and 14 to the interim financial information respectively, are those that have the most significant risk of causing a material adjustment to the carrying amounts of assets within the next accounting period.
Valuations of share options granted
The fair value of share options granted was calculated using the Binomial option pricing model which requires the input of highly subjective assumptions, including the volatility of share price. Because changes in subjective input assumptions can materially affect the fair value estimate, in the opinion of Directors of the Company, the existing model will not always necessarily provide a reliable single measure of the fair value of the share options.
Impairment of assets
The Group conducts impairment reviews of assets when events or changes in circumstances indicate that their carrying amounts may not be recoverable annually in accordance with the relevant accounting standards. An impairment loss is recognised when the carrying amount of an asset is lower than the greater of its net selling price or the value in use. In determining the value in use, management assesses the present value of the estimated future cash flows expected to arise from the continuing use of the asset and from its disposal at the end of its useful life. Estimates and judgments are applied in determining these future cash flows and the discount rate.
Impairment of trade and other receivables
Management determines impairment of receivables on a regular basis. A considerable amount of judgement is required in assessing the ultimate realisation of these receivables, including the current creditworthiness and the past collection history of each debtor. If the financial conditions of debtors of the Group were to deteriorate, resulting in an impairment of their ability to make payments, additional impairment may be required.
Provision for onerous contracts
Management estimates provision for the onerous property contracts to reflect the unavoidable costs of meeting the obligations under the contract. The Group uses a number of assumptions in assessing the present value of the estimated future cash flows expected to meet the obligations under the contract and from the possible sub-letting or asignment of contract. Estimates and judgements are applied in determining these future cash flows and the discount rate. Details of the key assumptions in respect of the provision for the onerous contract are disclosed in Note 7 to the interim financial information.
Provision for claims
Management estimates, based on all available evidence and advice from their solicitors, the likelihood of setting claims made against the Group and the potential cost of those claims. The Group fully provides the estimated cost where settlement is likely.
Current taxation and deferred taxation
The Group is subject to income taxes in various jurisdictions. Significant judgement is required in determining the amount of the provision for taxation and the timing of payment of the related taxation. Where the final tax outcome is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the periods in which such determination are made.
Deferred tax assets relating to certain tax losses will be recognised when management considers it is probable that future taxable profit will be available against which the temporary differences or tax losses can be utilised. Where the expectation is different from the original estimate, such difference will impact, where applicable and appropriate, the recognition of deferred tax assets and taxation in the periods in which such estimate is changed.
(ii) Critical judgements in applying the Group's accounting policies
Management in applying the accounting policies, considers that the most significant judgement they have had to make, on an ongoing basis, is the designation of financial assets at fair value through profit or loss which affect the amount recognised in the interim financial information.
4. Segment Information
In identifying its operating segments, management generally follows the Group's service lines, which represent the main services provided by the Group. Each of these operating segments is managed separately as each of these service lines requires different resources as well as marketing approaches.
The management assesses the performance of the operating segments based on a measure of operating profit. This measurement basis excludes the effects of non-recurring expenditure from the operating segments, such as restructuring costs, impairment or amortisation of intangible assets which is the result of an isolated, non-recurring event not directly related to the ongoing operations.
The revenues generated and losses incurred by each of the Group's business segments are summarised as follows:
Merchant Banking |
Direct Investment |
Asset Management |
Total |
|||||||||
Unaudited six months ended 30 June |
(Restated) Unaudited six months ended 30 June |
(Restated) Audited year ended 31 December |
Unaudited six months ended 30 June |
(Restated) Unaudited six months ended 30 June |
(Restated) Audited year ended 31 December |
Unaudited six months ended 30 June |
(Restated) Unaudited six months ended 30 June |
(Restated) Audited year ended 31 December |
Unaudited six months ended 30 June |
(Restated) Unaudited six months ended 30 June |
(Restated) Audited year ended 31 December |
|
2009 |
2008 |
2008 |
2009 |
2008 |
2008 |
2009 |
2008 |
2008 |
2009 |
2008 |
2008 |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Continuing operations |
||||||||||||
Revenue from external customers |
- |
- |
- |
- |
- |
2,573 |
2,104 |
14,975 |
20,280 |
2,104 |
14,975 |
22,853 |
Inter-segment revenues |
- |
- |
- |
- |
- |
513 |
357 |
4,719 |
5,985 |
357 |
4,719 |
6,498 |
Total revenue |
- |
- |
- |
- |
- |
3,086 |
2,461 |
19,694 |
26,265 |
2,461 |
19,694 |
29,351 |
Segment loss from operations |
- |
- |
- |
(2,369) |
- |
419 |
(5,181) |
(3,353) |
(10,282) |
(7,550) |
(3,353) |
(9,863) |
Unaudited 30 June |
(Restated) Unaudited 30 June |
(Restated) Audited 31 December |
Unaudited 30 June |
(Restated) Unaudited 30 June |
(Restated) Audited 31 December |
Unaudited 30 June |
(Restated) Unaudited 30 June |
(Restated) Audited 31 December |
Unaudited 30 June |
(Restated) Unaudited 30 June |
(Restated) Audited 31 December |
|
2009 |
2008 |
2008 |
2009 |
2008 |
2008 |
2009 |
2008 |
2008 |
2009 |
2008 |
2008 |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Total assets |
- |
- |
- |
935 |
- |
4,904 |
11,848 |
30,835 |
19,836 |
12,783 |
30,835 |
24,740 |
Unaudited six months ended 30 June |
(Restated) Unaudited six months ended 30 June |
(Restated) Audited year ended 31 December |
Unaudited six months ended 30 June |
(Restated) Unaudited six months ended 30 June |
(Restated) Audited year ended 31 December |
Unaudited six months ended 30 June |
(Restated) Unaudited six months ended 30 June |
(Restated) Audited year ended 31 December |
Unaudited six months ended 30 June |
(Restated) Unaudited six months ended 30 June |
(Restated) Audited year ended 31 December |
|
2009 |
2008 |
2008 |
2009 |
2008 |
2008 |
2009 |
2008 |
2008 |
2009 |
2008 |
2008 |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Discontinued operations |
||||||||||||
Revenue from external customers |
- |
2,612 |
2,612 |
- |
- |
- |
- |
- |
- |
- |
2,612 |
2,612 |
Inter-segment revenues |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
||
Total revenue |
- |
2,612 |
2,612 |
- |
- |
- |
- |
- |
- |
- |
2,612 |
2,612 |
Segment loss from discontinued operations |
- |
(25,207) |
(25,207) |
- |
- |
- |
- |
- |
- |
- |
(25,207) |
(25,207) |
Unaudited 30 June |
(Restated) Unaudited 30 June |
(Restated) Audited 31 December |
Unaudited 30 June |
(Restated) Unaudited 30 June |
(Restated) Audited 31 December |
Unaudited 30 June |
(Restated) Unaudited 30 June |
(Restated) Audited 31 December |
Unaudited 30 June |
(Restated) Unaudited 30 June |
(Restated) Audited 31 December |
|
2009 |
2008 |
2008 |
2009 |
2008 |
2008 |
2009 |
2008 |
2008 |
2009 |
2008 |
2008 |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Total assets |
- |
11,360 |
- |
- |
- |
- |
- |
- |
- |
- |
11,360 |
- |
Total |
||||||||||||
Unaudited six months ended 30 June |
(Restated) Unaudited six months ended 30 June |
(Restated) Audited year ended 31 December |
||||||||||
2009 |
2008 |
2008 |
||||||||||
US$'000 |
US$'000 |
US$'000 |
||||||||||
Segment loss from operations can be reconciled to consolidated loss from operations as follows: |
||||||||||||
Continuing operations |
||||||||||||
Segment loss from operations |
(7,550) |
(3,353) |
(9,863) |
|||||||||
Reconciling items: |
||||||||||||
Other income not allocated |
36 |
91 |
126 |
|||||||||
Restructuring expenses |
(580) |
(4,233) |
(6,968) |
|||||||||
Amortisation of intangible assets |
- |
(314) |
(314) |
|||||||||
Impairment of intangible assets |
(10) |
(8,979) |
(8,930) |
|||||||||
Write off of intangible assets |
- |
- |
(468) |
|||||||||
Other expenses not allocated |
(973) |
(5,513) |
(7,086) |
|||||||||
Elimination of inter-segment revenue/ expenses |
12 |
1,924 |
1,297 |
|||||||||
Loss from operations |
(9,065) |
(20,377) |
(32,206) |
|||||||||
Finance costs |
(62) |
(133) |
(201) |
|||||||||
Share of profits of associates |
1 |
69 |
24 |
|||||||||
Share of profits/ (losses) of jointly controlled entities |
73 |
66 |
(10) |
|||||||||
Loss before taxation |
(9,053) |
(20,375) |
(32,393) |
Total |
||||||||||||
Unaudited 30 June |
(Restated) Unaudited 30 June |
(Restated) Audited 31 December |
||||||||||
2009 |
2008 |
2008 |
||||||||||
US$'000 |
US$'000 |
US$'000 |
||||||||||
Segment total assets can be reconciled to consolidated total assets as follows: |
||||||||||||
Continuing operations |
||||||||||||
Segment total assets |
12,783 |
30,835 |
24,740 |
|||||||||
Other assets not allocated |
116 |
672 |
180 |
|||||||||
Total assets |
12,899 |
31,507 |
24,920 |
|||||||||
Merchant Banking |
Direct Investment |
Asset Management |
Total |
|||||||||
Unaudited six months ended 30 June |
(Restated) Unaudited six months ended 30 June |
(Restated) Audited year ended 31 December |
Unaudited six months ended 30 June |
(Restated) Unaudited six months ended 30 June |
(Restated) Audited year ended 31 December |
Unaudited six months ended 30 June |
(Restated) Unaudited six months ended 30 June |
(Restated) Audited year ended 31 December |
Unaudited six months ended 30 June |
(Restated) Unaudited six months ended 30 June |
(Restated) Audited year ended 31 December |
|
2009 |
2008 |
2008 |
2009 |
2008 |
2008 |
2009 |
2008 |
2008 |
2009 |
2008 |
2008 |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Other information |
||||||||||||
Continuing operations |
||||||||||||
Interest income |
- |
- |
- |
(11) |
- |
(24) |
(17) |
(222) |
(378) |
(28) |
(222) |
(402) |
Depreciation |
- |
- |
- |
- |
- |
- |
118 |
480 |
809 |
118 |
480 |
809 |
Impairment of available-for-sale investments |
- |
- |
- |
- |
- |
- |
1,458 |
- |
- |
1,458 |
- |
- |
Impairment of trade and other receivables |
- |
- |
- |
- |
- |
- |
- |
1,221 |
769 |
- |
1,221 |
769 |
Discontinued operations |
||||||||||||
Interest income |
- |
- |
(375) |
- |
- |
- |
- |
- |
- |
- |
- |
(375) |
Depreciation |
- |
7 |
7 |
- |
- |
- |
- |
- |
- |
- |
7 |
7 |
4. Segment Information (Cont'd)
Notes:
Discontinued operations:
Merchant Banking - provision of corporate finance and other advisory services and the changes in fair value of financial assets and liabilities through profit or loss arising from the Group's merchant banking activities.
Continuing operations:
i) Asset Management - provision of asset management and wealth management services
Direct Investment -the remaining investments held which arose from the discontinued Merchant Banking business and are now managed on a passive basis.
5. Revenue - continuing operations
Unaudited six months ended 30 June 2009 |
Unaudited six months ended 30 June 2008 |
Audited year ended 31 December 2008 |
|
US$'000 |
US$'000 |
US$'000 |
|
Fund management fee income |
946 |
9,705 |
13,160 |
Wealth management services fee |
1,158 |
5,270 |
7,120 |
Others |
- |
- |
2,573 |
Total |
2,104 |
14,975 |
22,853 |
6. Other income - continuing operations
Unaudited six months ended 30 June 2009 |
Unaudited six months ended 30 June 2008 |
Audited year ended 31 December 2008 |
|
US$'000 |
US$'000 |
US$'000 |
|
Bank interest income |
5 |
218 |
333 |
Management and consultancy fee income |
- |
64 |
587 |
Other interest income |
23 |
4 |
69 |
Foreign exchange gain, net |
178 |
- |
- |
Others |
88 |
14 |
310 |
Total |
294 |
300 |
1,299 |
7. Restructuring expenses - continuing operations
Unaudited six months ended 30 June 2009 |
Unaudited six months ended 30 June 2008 |
Audited year ended 31 December 2008 |
|
US$'000 |
US$'000 |
US$'000 |
|
Write off/impairment of property, plant and equipment |
- |
1,904 |
3,153 |
Provision for onerous contract in respect of operating lease |
580 |
1,364 |
973 |
Others |
- |
965 |
2,842 |
Total |
580 |
4,233 |
6,968 |
The Group has reduced staff numbers as part of the restructuring of its Forsyth fund-of-funds business and relocated the remaining staff to its head office, leaving office premises rented under operating leases vacant and available to sub-let. At 30 June 2009, the Group had made further provision for the discounted net present value of the future property operating lease rental payments under the operating leases, in so far as they are expected to exceed future anticipated rentals if the premises is sub-let, in the amount of US$580,000 (31 December 2008: US$973,000 and 30 June 2008: US$1,364,000) as this represents an onerous contract.
8. Employee benefit expenses (including directors' remuneration) - continuing operations
Unaudited six months ended 30 June 2009 |
Unaudited six months ended 30 June 2008 |
Audited year ended 31 December 2008 |
|
US$'000 |
US$'000 |
US$'000 |
|
Fees |
42 |
50 |
100 |
Salaries, allowances and benefits in kind |
2,875 |
6,836 |
14,541 |
Commissions paid and payable |
345 |
1,888 |
2,462 |
Bonus paid and payable |
37 |
2,743 |
168 |
Share-based compensation |
549 |
983 |
1,700 |
Pensions - defined contribution scheme |
21 |
124 |
625 |
Social security costs |
72 |
841 |
773 |
Total |
3,941 |
13,465 |
20,369 |
9. Loss before taxation - continuing operations
Unaudited six months ended 30 June 2009 |
Unaudited six months ended 30 June 2008 |
Audited year ended 31 December 2008 |
|
US$'000 |
US$'000 |
US$'000 |
|
Loss before taxation is arrived at after charging/(crediting): |
|||
Auditors' remuneration: |
|||
Fee payable to the Company's auditors for the audit of the Company's financial statements |
15 |
57 |
98 |
Fee payable to the Company's auditors for the other services: |
|||
- audit of the Company's subsidiaries pursuant to legislation |
44 |
75 |
71 |
- taxation services |
11 |
3 |
8 |
- regulatory assistance |
3 |
23 |
28 |
- others |
6 |
- |
75 |
Amortisation of intangible assets |
- |
314 |
314 |
Depreciation - owned assets - assets under finance leases |
118 - |
465 20 |
663 146 |
Employee benefits expenses (including directors' remuneration (Note 8) |
3,941 |
13,465 |
20,369 |
Foreign exchange (gain)/losses, net |
(178) |
(19) |
17 |
Impairment of available-for-sale investments |
1,458 |
- |
- |
Impairment of intangible assets |
10 |
8,979 |
8,930 |
Impairment of trade and other receivables |
- |
1,221 |
769 |
Loss on disposal of available-for-sale investments |
436 |
- |
155 |
Operating lease charges in respect of rental premises |
383 |
1,184 |
1,683 |
Write off of intangible assets |
- |
- |
468 |
10. Taxation - continuing operations
Unaudited six months ended 30 June 2009 |
Unaudited six months ended 30 June 2008 |
Audited year ended 31 December 2008 |
|
US$'000 |
US$'000 |
US$'000 |
|
Current tax |
|||
- United Kingdom |
(6) |
- |
35 |
- Overseas |
(18) |
293 |
(162) |
Total |
(24) |
293 |
(127) |
United Kingdom and overseas income tax for the period have been calculated at the rates prevailing in the relevant jurisdictions.
The Group has significant unrelieved tax losses, the utilisation of which is uncertain and consequently no deferred tax asset has been recognised. (30 June 2008 and 31 December 2008: US$Nil).
11. Loss per share
(a) Basic
Unaudited six months ended 30 June 2009 |
Unaudited six months ended 30 June 2008 |
Audited year ended 31 December 2008 |
|
US$'000 |
US$'000 |
US$'000 |
|
Loss attributable to equity holders of the Company |
(8,576) |
(46,369) |
(56,485) |
Number of shares |
Number of shares |
Number of shares |
|
Weighted average number of shares for calculating basic loss per share |
243,475,000 |
243,389,286 |
243,432,377 |
Unaudited six months ended 30 June 2009 |
Unaudited six months ended 30 June 2008 |
Audited year ended 31 December 2008 |
|
US cent |
US cent |
US cent |
|
Basic loss per share |
(3.52) |
(19.05) |
(23.20) |
(b) Diluted
No diluted loss per share is shown for the six month ended 30 June 2009 (30 June 2008 and 31 December 2008: US$Nil), as the outstanding share options are anti-dilutive.
12. Available-for-sale investments - continuing operations
Unaudited 30 June |
Unaudited 30 June |
Audited 31 December |
|
2009 |
2008 |
2008 |
|
US$'000 |
US$'000 |
US$'000 |
|
Fair value, unlisted investments |
387 |
5,222 |
1,625 |
The movement in available-for-sale investments is as follows:
Unaudited 30 June |
Unaudited 30 June |
Audited 31 December |
|
2009 |
2008 |
2008 |
|
US$'000 |
US$'000 |
US$'000 |
|
At 1 January |
1,625 |
5,523 |
5,523 |
Disposals |
(433) |
- |
(2,500) |
Change in fair value recognised directly in equity |
(805) |
(301) |
(1,398) |
At 30 June / 31 December |
387 |
5,222 |
1,625 |
The investments included above represent investments that offer the Group the opportunities for return through dividend income and fair value gains. The fair values of the investments are based on Group's share of the underlying net assets of the fund which are valued at fair value.
13. Trade and other receivables - continuing operations
Unaudited 30 June |
Unaudited 30 June |
Audited 31 December |
|
2009 |
2008 |
2008 |
|
US$'000 |
US$'000 |
US$'000 |
|
Trade receivables -gross |
938 |
3,790 |
816 |
Less: impairment losses |
- |
(176) |
- |
Trade receivables - net |
938 |
3,614 |
816 |
Other receivables - gross |
935 |
763 |
2,415 |
Less: impairment losses |
(611) |
- |
(1,375) |
Other receivables - net |
324 |
763 |
1,040 |
Deposits and prepayments |
1,082 |
3,271 |
1,568 |
Total |
2,344 |
7,648 |
3,424 |
At 30 June 2009, the ageing analysis of trade receivables based on invoice date and net of impairment losses, is as follows:
Unaudited 30 June |
Unaudited 30 June |
Audited 31 December |
|
2009 |
2008 |
2008 |
|
US$'000 |
US$'000 |
US$'000 |
|
0 - 30 days |
326 |
2,787 |
178 |
31 - 60 days |
179 |
538 |
127 |
61 - 90 days |
61 |
289 |
454 |
Over 90 days |
372 |
- |
57 |
Total |
938 |
3,614 |
816 |
The Group allows a credit period ranging from 15 to 45 days to its asset management clients. The credit period for asset management contracts can be extended in special circumstances.
None of the above trade receivables net of impairment losses is past due as at 30 June 2009. The trade receivables related to a large number of customers for whom there was no recent history of default.
14. Financial assets at fair value through profit or loss
Unaudited 30 June 2009 |
Unaudited 30 June 2008 |
Audited 31 December 2008 |
||
US$'000 |
US$'000 |
US$'000 |
||
Held for trading |
||||
Listed securities: |
||||
- Equity securities - Australia |
- |
19 |
5 |
|
- Equity securities - Japan |
342 |
3,795 |
801 |
|
- Equity securities - USA |
24 |
- |
- |
|
- Equity securities - United Kingdom |
6 |
183 |
6 |
|
Fair value of listed securities |
372 |
3,997 |
812 |
|
Unlisted securities: |
||||
- Equity securities - Australia |
9 |
35 |
9 |
|
- Equity securities - British Virgin Islands |
- |
3,072 |
1,875 |
|
Fair value of unlisted securities |
9 |
3,107 |
1,884 |
|
Total |
381 |
7,104 |
2,696 |
Analyzed into: |
||||
- Continuing operations |
381 |
183 |
2,696 |
|
- Discontinued operations |
- |
6,921 |
- |
|
Total |
381 |
7,104 |
2,696 |
The movement in financial assets at fair value through profit or loss is as follows:-
Unaudited six months ended 30 June |
Unaudited six months ended 30 June |
Audited year ended 31 December |
|
2009 |
2008 |
2008 |
|
US$'000 |
US$'000 |
US$'000 |
|
At 1 January |
2,696 |
43,638 |
43,638 |
Additions |
152 |
165 |
247 |
Disposals |
(503) |
(16,112) |
(18,356) |
Dividend received |
- |
(1) |
(1) |
(Loss)/Gain on financial assets at fair value through profit or loss Continuing operations - Discontinued operations |
(1,964) - |
27 (20,613) |
(2,219) (20,613) |
At 30 June/ 31 December |
381 |
7,104 |
2,696 |
Particulars and valuation basis of principal financial assets held at fair value through profit or loss are as follows:-
Name |
No. of shares / Percentage of interest held by the Company indirectly |
Fair value |
Valuation basis |
|||||||
Unaudited 30 June 2009 |
Unaudited 30 June 2008 |
Audited 31 December 2008 |
Unaudited 30 June 2009 |
Unaudited 30 June 2008 |
Audited 31 December 2008 |
|||||
Holding |
% |
Holding |
% |
Holding |
% |
US$'000 |
US$'000 |
US$'000 |
||
IB Daiwa Corporation - Ordinary shares |
6,536,000 |
2.81 |
25,150,000 |
5.89 |
12,054,000 |
2.82 |
342 |
3,795 |
801 |
Quoted market price at 30 June 2009 of ¥5 per share (30 June 2008: ¥16 per share and 31 December 2008: ¥6 per share), listed on JASDAQ Japan |
ESK Limited |
||||||||||
Ordinary shares |
19,028,031 |
5.00 |
19,028,031 |
9.85 |
19,028,031 |
5.00 |
- |
- |
- |
Full provision for impairment of the investment cost as at 30 June 2009 by reference to the value and stage of development of the major underlying oil and gas properties relative to the amount of debt and preference shares outstanding, as well as other related factors. |
Preference shares |
2,973,130 |
N/A |
2,973,130 |
N/A |
2,973,130 |
N/A |
- |
1,875 |
1,875 |
15. Trade and other payables - continuing operations
Unaudited |
Unaudited |
Audited |
||
30 June |
30 June |
31 December |
||
2009 |
2008 |
2008 |
||
US$'000 |
US$'000 |
US$'000 |
||
Trade payables |
477 |
1,043 |
630 |
|
Other payables |
356 |
541 |
1,855 |
|
Accrued charges |
8,899 |
8,545 |
9,445 |
|
|
|
|
||
Total |
9,732 |
10,129 |
11,930 |
At 30 June 2009, the ageing analysis of trade payables is as follows:
Unaudited |
Unaudited |
Audited |
||
30 June |
30 June |
31 December |
||
2009 |
2008 |
2008 |
||
US$'000 |
US$'000 |
US$'000 |
||
0 - 30 days |
50 |
1,041 |
630 |
|
Over 90 days |
427 |
2 |
- |
|
Total |
477 |
1,043 |
630 |
Included in the Group's trade and other payables are provision for bonuses of US$2,117,000 (30 June 2008: US$3,552,000; 31 December 2008: US$3,413,000) to directors and staff, including provision for bonus deferred from prior year of US$2,080,000.
16. Share capital
Number of ordinary shares |
Value US$'000 |
|
Authorised (par value of US$0.01 each) |
5,000,000,000 |
50,000 |
Issued and fully paid (par value of US$0.01 each) |
||
At 30 June 2008 and 31 December 2008 |
243,475,000 |
2,435 |
At 30 June 2009 |
243,475,000 |
2,435 |
17. Material related party transactions
(a) During the period, the Group had the following material related party transactions:
Unaudited six months ended 30 June 2009 |
Unaudited six months ended 30 June 2008 |
Audited year ended 31 December 2008 |
|
US$'000 |
US$'000 |
US$'000 |
|
Corporate finance and other advisory fees from investee companies |
- |
- |
208 |
Management services fee received from a subsidiary of an investee company |
- |
90 |
180 |
Management services fee received from a fellow subsidiary |
112 |
- |
- |
Management services fee paid to fellow subsidiaries |
(132) |
(26) |
(28) |
Rental expenses, facilities and administrative costs charged to fellow subsidiaries |
134 |
49 |
164 |
Rental expenses, facilities and administratibe costs charged by a fellow subsidiary |
(103) |
- |
- |
Loan to an investee company |
- |
1,219 |
- |
Fees paid to a fellow subsidiary |
- |
(377) |
(741) |
Proceeds received from a fellow subsidiary in respect of disposal of financial assets at fair value through profit or loss |
- |
4,321 |
4,342 |
Proceeds paid to a fellow subsidiary in respect of acquisition of subsidiaries |
- |
(60) |
(60) |
|
|
(b) At the balance sheet date, the Group had the following amounts due from related parties. The amounts due from related parties are interest free, unsecured and have no fixed repayment terms.
Unaudited six months ended 30 June 2009 |
Unaudited six months ended 30 June 2008 |
Audited year ended 31 December 2008 |
|
US$'000 |
US$'000 |
US$'000 |
|
Amounts due from investee companies |
- |
1,020 |
- |
Amounts due from fellow subsidiaries |
52 |
16 |
214 |
Amount due from parent company |
- |
40 |
- |
Total |
52 |
1,076 |
214 |
Analyzed into: |
|||
- Continuing operations |
52 |
114 |
214 |
- Discontinued operations |
- |
962 |
- |
Total |
52 |
1,076 |
214 |
Unaudited six months ended 30 June 2009 |
Unaudited six months ended 30 June 2008 |
Audited year ended 31 December 2008 |
|
US$'000 |
US$'000 |
US$'000 |
|
Amount due to an investee company |
- |
791 |
- |
Amount due to a subsidiary of an investee company |
- |
91 |
- |
Amounts due to fellow subsidiaries |
- |
377 |
- |
Amount due to parent company |
1 |
- |
- |
Total |
1 |
1,259 |
- |
Analyzed into: |
|||
- Continuing operations |
1 |
908 |
- |
- Discontinued operations |
- |
351 |
- |
Total |
1 |
1,259 |
- |
18. Contingencies
Crosby Wealth Management (Hong Kong) Limited, a 56.14% subsidiary of Crosby Asset Management Inc., is defending against legal proceedings brought by a client in Hong Kong concerning a trade execution error. The consolidated financial statements include a provision in respect of the claim.
Related Shares:
ZOL.L