REG - ARGO Group Limited - Final Results <Origin Href="QuoteRef">ARGOA.L</Origin> - Part 2
06/09/2014 02:19
- Part 2: For the preceding part double click ID:nRSM5210Ja
234 11,953
Intersegment revenues - - 2,791 - 230 3,021
Total profit/(loss) for reportable segments 1,862 (215) (480) (226) (284) 657
Intersegment profit/(loss) 2,470 (5,007) 2,562 - (42) (17)
Total assets for reportable segments 49,910 2,440 2,381 3,920 123 58,774
Total liabilities for reportable segments 84 907 2,356 247 - 3,594
Revenues, profit or loss, assets and liabilities may be reconciled as follows: Year ended
31 December
2012
US$'000
Revenues
Total revenues for reportable segments 11,953
Elimination of intersegment revenues (3,021)
Group revenues 8,932
Profit or loss
Total profit for reportable segments 657
Elimination of total intersegment losses 17
Other unallocated amounts (14,873)
Loss on ordinary activities before taxation (14,199)
Assets
Total assets for reportable segments 58,774
Elimination of intersegment receivables (795)
Elimination of Company's cost of investments (29,597)
Group assets 28,382
Liabilities
Total liabilities for reportable segments 3,594
Elimination of intersegment payables (2,926)
Group liabilities 668
4. EMPLOYEE COSTS
Year ended Year ended
31 December 31 December
2013 2012
US$'000 US$'000
Wages and salaries 3,142 3,110
Social security costs 281 316
Other 58 104
3,481 3,530
5. KEY MANAGEMENT PERSONNEL REMUNERATION
Included in employee costs are payments to the following:
Year ended Year ended
31 December 31 December
2013 2012
US$'000 US$'000
Directors and key management personnel 1,471 1,518
The remuneration of the Directors of the Company for the year was as follows:
Year ended Year ended
Salaries Fees Benefits Cash bonus 31 December2013 31 December2012
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Executive Directors
Kyriakos Rialas 239 - - - 239 222
Andreas Rialas 226 - 3 - 229 227
Non-Executive Directors
Michael Kloter - 83 - - 83 79
David Fisher - 55 - - 55 54
Ken Watterson - 55 - - 55 54
6. OPERATING PROFIT
Operating profit is stated after charging:
Year ended Year ended
31 December 31 December
2013 2012
US$'000 US$'000
Auditors' remuneration 90 94
Depreciation 89 73
Amortisation - 990
Directors' fees 1,185 1,258
Operating lease payments 230 509
7. TAXATION
Taxation rates applicable to the parent company and the Cypriot, UK,
Luxembourg and Romanian subsidiaries range from 0% to 23.3% (2012: 0% to
24.5%).
Income Statement
Year ended Year ended
31 December 31 December
2013 2012
US$'000 US$'000
Taxation charge for the year on Group companies 115 205
Tax on profit/(loss) on ordinary activities 115 205
The tax charge for the year can be reconciled to the profit/(loss) on ordinary
activities before taxation shown in the Consolidated Statement of
Comprehensive Income as follows:
Year ended Year ended
31 December 31 December
2013 2012
US$'000 US$'000
Profit/(loss) before tax 2,097 (14,199)
Applicable Isle of Man tax rate for Argo Group Limited of 0% - -
Timing differences (1) (4)
Non-deductible expenses 68 248
Other adjustments (108) 257
Tax effect of different tax rates of subsidiaries operating in other jurisdictions 156 (296)
Tax charge 115 205
Balance Sheet
At 31 December At 31 December
2013 2012
US$'000 US$'000
Corporation tax payable 64 201
8. EARNINGS PER SHARE
The Company presents basic and diluted earnings per share (EPS) data for its
ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares outstanding during the period. Diluted EPS is
determined by dividing the profit or loss attributable to ordinary
shareholders of the Company by the weighted average number of ordinary shares
outstanding, adjusted for the effects of all dilutive potential ordinary
shares (see note 21).
Year ended Year ended
31 December 31 December
2013 2012
US$'000 US$'000
Profit/(loss) for the year after taxation attributable to members 1,982 (14,404)
No. of shares No. of shares
Weighted average number of ordinary shares for basic earnings per share 67,428,494 67,428,494
Effect of dilution (note 21) 4,715,000 5,415,000
Weighted average number of ordinary shares for diluted earnings per share 72,143,494 72,843,494
Year ended Year ended
31 December 31 December
2013 2012
US$ US$
Earnings per share (basic) 0.03 (0.21)
Earnings per share (diluted) 0.03 (0.21)
9. INTANGIBLE ASSETS
Fund management contracts
US$'000
Cost
At 1 January 2012 18,640
Foreign exchange movement 195
At 31 December 2012 18,835
Foreign exchange movement -
At 31 December 2013 18,835
Amortisation and impairment
At 1 January 2012 2,698
Impairment charge 14,945
Amortisation of Argo business intangible assets 990
Foreign exchange movement 202
At 31 December 2012 18,835
Foreign exchange movement -
At 31 December 2013 18,835
Net book value
At 31 December 2012 -
At 31 December 2013 -
In prior years the Group tested intangible assets annually for impairment, or
more frequently if there were indications that the intangible assets could be
impaired. The recoverable amounts of the intangible assets that were reviewed
for impairment were separately identifiable business units within the Group.
The value in use approach was used as the businesses were not considered
saleable in their current form due to certain factors, the main being reliance
on certain key individuals.
Since the acquisition of the Argo businesses in 2008 the assets under
management attributable to the Group's separately identifiable business units
had decreased significantly due to the volatility and uncertainty displayed by
the global financial markets. As a result, operations were scaled back and an
impairment review of goodwill was undertaken at 30 June 2012. Following the
review, goodwill of US$14.9 million created on the purchase of the Argo
businesses was written off at 30 June 2012. At the balance sheet date the
carrying value of goodwill is nil (31 December 2012: Nil).
At the balance sheet date the carrying value of the Argo Real Estate
Opportunities Fund Ltd management contract is nil (31 December 2012: Nil)
following its full amortisation during the year ended 31 December 2012. The
Group has successfully renegotiated the extension of this management contract
by five years from 31 July 2013 to 31 July 2018.
10. FIXTURES, FITTINGS AND EQUIPMENT
Fixtures, fittings & equipment
US$'000
Cost
At 1 January 2012 357
Additions 225
Disposals (231)
Foreign exchange movement 21
At 31 December 2012 372
Additions 46
Disposals (20)
Foreign exchange movement 10
At 31 December 2013 408
Accumulated Depreciation
At 1 January 2012 287
Depreciation charge for period 73
Disposals (231)
Foreign exchange movement 22
At 31 December 2012 151
Depreciation charge for period 89
Disposals (16)
Foreign exchange movement 7
At 31 December 2013 231
Net book value
At 31 December 2012 221
At 31 December 2013 177
11. INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
31 December 31 December
2013 2013
Holding Investment in management shares Total cost Fair value
US$'000 US$'000
10 The Argo Fund Ltd - -
100 Argo Distressed Credit Fund Ltd - -
1 Argo Special Situations Fund LP - -
1 Argo Local Markets Fund - -
- -
Holding Investment in ordinary shares Total cost Fair value
US$'000 US$'000
75,165 The Argo Fund Ltd 16,343 19,109
10,899,021 Argo Real Estate Opportunities Fund Ltd 988 225
115 Argo Special Situations Fund LP 115 86
17,446 19,420
31 December 31 December
2012 2012
Holding Investment in management shares Total cost Fair value
US$'000 US$'000
10 The Argo Fund Ltd - -
100 Argo Distressed Credit Fund Ltd - -
1 Argo Special Situations Fund LP - -
1 Argo Local Markets Fund - -
- -
Holding Investment in ordinary shares Total cost Fair value
US$'000 US$'000
75,165 The Argo Fund Ltd 16,343 17,613
10,899,021 Argo Real Estate Opportunities Fund Ltd 988 753
115 Argo Special Situations Fund LP 115 112
17,446 18,478
The Argo Fund Limited holds a concentrated portfolio of Level 2 and Level 3
assets that are valued based on inputs other than quoted prices in active
markets. Inherently the assumptions backing these valuations are subject to
additional risks that can have a positive or negative impact on valuation.
During the year, Argo Real Estate Opportunities Fund Limited was suspended
from trading on AIM, and subsequently delisted on 3 March 2014 as a result of
default notices on its loans creating uncertainty. It is carried at a discount
of the last quoted bid price on AIM from August 2013 at year end. This
investment is classified as level 3 under IFRS fair value hierarchy reflecting
the non-market observable inputs to their valuation.
The investments held by the Group have been made in support of the Group's
funds under management and in support of their liquidity profiles and as such
they may not be realisable in the immediate future. The valuations are subject
to uncertain events, for example, liquidity events or debt refinancing that
may not be wholly within the Group's control.
12. TRADE AND OTHER RECEIVABLES
At 31 December At 31 December
2013 2012
US$ '000 US$ '000
Trade receivables 2,705 3,625
Other receivables 60 107
Prepayments and accrued income 535 552
3,300 4,284
The directors consider that the carrying amount of trade and other receivables
approximates their fair value. All trade receivable balances are recoverable
within one year from the balance sheet date.
The Group has provided Argo Real Estate Opportunities Fund Limited ("AREOF")
with a notice of deferral in relation to the amounts due from the provision of
investment management services, under which it will not demand payment of such
amounts until the Group judges that AREOF is in a position to pay the
outstanding liability. These amounts accrued or receivable at 31 December 2013
total US$1,265,791 (E919,505) (2012: US$2,597,188, E1,965,333) after a bad
debt provision of US$2,753,200 (E2,000,000) (2012: US$991,125, E750,000).
AREOF continues to meet part of this obligation to the Argo Group as and when
liquidity allows with a further US$476,000 (E350,000) being settled in January
2014. In November 2013 AREOF offered Argo Group Limited additional security
for the continued support in the form of debentures and guarantees by
underlying intermediate companies. In the Directors' view these amounts are
fully recoverable although they have concluded that it would not be
appropriate to continue to recognise income from these investment management
services going forward, as the timing of such receipts may be outside the
control of the Company and AREOF.
At the year end The Argo Fund Limited and Argo Special Situations Fund LP owed
the Group total management fees of US$1,817,803 (2012: US$341,125) after a bad
debt provision of US$650,000 (2012: US$ Nil). Both Funds have a substantial
asset base with very few liabilities. They are currently facing a short term
liquidity issue which is being remedied and whilst a bad debt provision has
been raised against these management fees the Directors are confident that
they are fully recoverable.
In the audited financial statements of AREOF at 30 September 2013 a material
uncertainty surrounding the refinancing of bank debts was referred to in
relation to the basis of preparation of the financial statements. In the view
of the directors of AREOF, discussions with the banks are continuing
satisfactorily and they have therefore concluded that it is appropriate to
prepare those financial statements on a going concern basis.
13. CASH AND CASH EQUIVALENTS
Included in cash and cash equivalents is a balance of US$83,000 (2012:
US$82,000) which represents a bank guarantee in respect of credit cards issued
to Argo Capital Management Property Limited. Due to the nature of this balance
it is not freely available.
14. LOANS AND ADVANCES RECEIVABLE
At 31 December At 31 December
2013 2012
US$'000 US$'000
Deposits on leased premises - current 34 -
Deposits on leased premises - non-current 88 118
Other loans and advances receivable - current 183 142
Other loans and advances receivable - non-current 2,019 -
2,324 260
The deposits on leased premises are retained by the lessor until vacation of
the premises at the end of the lease term as follows:
At 31 December At 31 December
2013 2012
US$'000 US$'000
Current:
Lease expiring within one year 34 -
At 31 December At 31 December
2013 2012
US$'000 US$'000
Non-current:
Lease expiring in second year after balance sheet date - 32
Lease expiring in fourth year after balance sheet date 88 -
Lease expiring in fifth year after balance sheet date - 86
88 118
During the year Argo Group advanced US$1,376,600 (E1,000,000) to Bel Rom Trei
("Bel Rom"), an AREOF Group entity based in Romania that owns Sibiu Shopping
City, in order to assist with its operational cash requirements. Challenging
trading conditions have impacted Bel Rom's cash flow and its ability to meet
payments due to lending banks as and when they fall due. The situation is
being remedied by way of discussions with the lending banks with a view to
restructuring these loans. While these discussions are on-going to find an
agreeable solution for both parties, Bel Rom continues to enjoy the support of
its banks. The loan is repayable on demand and accrues interest at 12%. The
full amount of the loan and accrued interest remains outstanding at the year
end. The Directors consider this loan to be fully recoverable on the basis
that conditional offers to buy the centre have been received that indicate a
value in excess of the debt attached to the project. Notwithstanding its
repayable on demand terms, the Directors have classified this amount as
non-current within the financial statements as it is not their intention to
demand repayment in the immediate future and it is unlikely that Bel Rom will
repay the amount in the next 12 months even if it were demanded.
15. SHARE CAPITAL
The Company's authorised share capital is unlimited ordinary shares with a
nominal value of US$0.01.
31 December 31 December 31 December 31 December
2013 2013 2012 2012
No. US$'000 No. US$'000
Issued and fully paid
Ordinary shares of US$0.01 each 67,428,494 674 67,428,494 674
67,428,494 674 67,428,494 674
The directors do not recommend the payment of a final dividend for the year
ended 31 December 2013.
The directors recommended a final dividend of 2.1 cents (1.3 pence) per share
for the year ended 31 December 2012. The final dividend for the year ended 31
December 2012 of US$1,348,288 (GBP876,570) was paid on 26 April 2013 to
ordinary shareholders who were on the Register of Members on 2 April 2013.
Going forward, the Company intends, subject to its financial performance, to
pay a final dividend each year.
16. TRADE AND OTHER PAYABLES
At 31 December At 31 December
2013 2012
US$ '000 US$ '000
Trade and other payables 63 103
Other creditors and accruals 325 364
388 467
Trade and other payables are normally settled on 30-day terms.
17. OBLIGATIONS UNDER OPERATING LEASES
Operating lease payments represent rentals payable by the Group for certain of
its business premises. The leases have no escalation clauses or renewal or
purchase options and no restrictions imposed on them.
As at the balance sheet date, the Group had outstanding future minimum lease
payments under non-cancellable operating leases, which fall due as follows.
At 31 December At 31 December
2013 2012
US$ '000 US$ '000
Operating lease liabilities:
Within one year 179 163
In the second to fifth years inclusive 370 560
Present value of minimum lease payments 549 723
18. RECONCILIATION OF NET CASH INFLOW FROM OPERATING ACTIVITIES TO
PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION
Year ended Year ended
31 December 31 December
2013 2012
US$ '000 US$ '000
Profit/(loss) on ordinary activities before taxation 2,097 (14,199)
Interest income (115) (15)
Amortisation of intangible assets - 990
Depreciation 89 73
Loss on disposal of fixed assets 4 -
Impairment of intangible assets (note 9) - 14,945
Decrease in payables (79) (446)
Increase in receivables (1,080) (952)
(Increase)/decrease in fair value of current asset investments (942) 175
Net foreign exchange loss 41 25
Income taxes paid (252) (167)
Net cash (outflow)/inflow from operating activities (237) 429
19. RELATED PARTY TRANSACTIONS
All Group revenues derive from funds or entities in which two of the Company's
directors, Andreas Rialas and Kyriakos Rialas, have an influence through
directorships and the provision of investment advisory services.
At the balance sheet date the Company holds investments in The Argo Fund
Limited, Argo Real Estate Opportunities Fund Limited ("AREOF") and Argo
Special Situations Fund LP. These investments are reflected in the accounts at
a fair value of US$19,109,116, US$225,054 and US$85,707 respectively.
The Group has provided AREOF with a notice of deferral in relation to the
amounts due from the provision of investment management services, under which
it will not demand payment of such amounts until the Group judges that AREOF
is in a position to pay the outstanding liability. These amounts accrued or
receivable at 31 December 2013 total US$1,265,791 (E919,505) (2012:
US$2,597,188, E1,965,333) after a bad debt provision of US$2,753,200
(E2,000,000) (2012: US$991,125, E750,000). AREOF continues to meet part of
this obligation to the Argo Group as and when liquidity allows with a further
US$476,000 (E350,000) being settled in January 2014. In November 2013 AREOF
offered Argo Group Limited additional security for the continued support in
the form of debentures and guarantees by underlying intermediate companies.
In the audited financial statements of AREOF at 30 September 2013 a material
uncertainty surrounding the refinancing of bank debts was referred to in
relation to the basis of preparation of the financial statements. In the view
of the directors of AREOF, discussions with the banks are continuing
satisfactorily and they have therefore concluded that it is appropriate to
prepare those financial statements on a going concern basis.
During the year Argo Group advanced US$1,376,600 (E1,000,000) to Bel Rom Trei
Srl, an AREOF Group entity based in Romania that owns Sibiu Shopping City, in
order to assist with its operational cash requirements. The loan is repayable
on demand and accrues interest at 12%. The full amount of the loan and accrued
interest remains outstanding at the year end.
Michael Kloter, the non-executive chairman, is also partner in a legal firm
which supplies services to the Group. This firm charged US$Nil (2012:
US$1,529) for services rendered to the Group in the period.
David Fisher, a non-executive director of the Company, is also a non-executive
director of AREOF.
20. FINANCIAL INSTRUMENTS RISK MANAGEMENT
(a) Use of financial instruments
The wider Group has maintained sufficient cash reserves not to use alternative
financial instruments to finance the Group's operations. The Group has various
financial assets and liabilities such as trade and other receivables, loans
and advances, cash, short-term deposits, and trade and other payables which
arise directly from its operations.
The Group's non-subsidiary investments in funds were entered into with the
purpose of providing seed capital, supporting liquidity and demonstrating the
commitment of the Group towards its fund investors.
(b) Market risk
Market risk is the risk that a decline in the value of assets adversely
impacts on the profitability of the Group, either as a result of an asset not
meeting its expected value or through the decline of assets under management
generating lower fees. The principal exposures of the Group are in respect of
its seed investments in its own funds. Lower management fee and incentive fee
revenues could result from a reduction in asset values.
(c) Capital risk management
The primary objective of the Group's capital management is to ensure that the
Company has sufficient cash and cash equivalents on hand to finance its
ongoing operations. This is achieved by ensuring that trade receivables are
collected on a timely basis and that excess liquidity is invested in an
optimum manner. This is achieved by placing fixed short-term deposits or using
interest bearing bank accounts.
At the year-end cash balances were held at Royal Bank of Scotland, Bank of
Cyprus and Bancpost.
(d) Credit/counterparty risk
The Group will be exposed to counterparty risk on parties with whom it trades
and will bear the risk of settlement default. Credit risk is concentrated in
the funds under management as detailed in note 11. Trade receivables are
normally settled on 30-day terms (note 12).
The Group's principal financial assets are bank and cash balances, trade and
other receivables and investments held at fair value through profit or loss.
These represent the Company's maximum exposure to credit risk in relation to
financial assets and are represented by the carrying amount of each financial
asset in the balance sheet.
(e) Liquidity risk
Liquidity risk is the risk that the Group may be unable to meet its payment
obligations. This would be the risk of insufficient cash resources and liquid
assets, including bank facilities, being available to meet liabilities as they
fall due.
The main liquidity risks of the Group are associated with the need to satisfy
payments to creditors. Trade receivables and trade payables are normally on
30-day terms (notes 12 and 16).
(f) Foreign exchange risk
Foreign exchange risk is the risk that the Group will sustain losses through
adverse movements in currency exchange rates.
The Group is subject to short-term foreign exchange movements between the
calculation date of fees in currencies other than US dollars and the date of
settlement. The Group holds cash balances in US Dollars, Sterling, Romanian
Lei and Euros.
If there was a 5% increase or decrease in the exchange rate between the US
dollar and the other operating currencies used by the Group at 31 December
2013 the exposure would be a profit or loss to the Consolidated Statement of
Comprehensive Income of approximately US$45,000 (2012: US$50,000).
(g) Interest rate risk
The interest rate profile of the Group at 31 December 2013 is as follows:
Total as per balance sheet Variable interest rate instruments* Fixed interest rate instruments Instruments on which no interest is receivable
US$ '000 US$ '000 US$ '000 US$ '000
Financial Assets
Financial assets at fair value through profit or loss 19,420 - - 19,420
Loans and receivables 5,624 88 2,019 3,517
Cash and cash equivalents 3,726 107 1,489 2,130
28,770 195 3,508 25,067
Financial liabilities
Trade and other payables 388 - - 388
* Changes in the interest rate may cause movements.
The average interest rate at the year end was 0.02%. Any movement in interest
rates would have an immaterial effect on the profit/(loss) for the period.
The interest rate profile of the Group at 31 December 2012 is as follows:
Total as per balance sheet Variable interest rate instruments* Fixed interest rate instruments Instruments on which no interest is receivable
US$ '000 US$ '000 US$ '000 US$ '000
Financial Assets
Financial assets at fair value through profit or loss 18,478 - - 18,478
Loans and receivables 4,544 88 - 4,456
Cash and cash equivalents 5,139 891 3,089 1,159
28,161 979 3,089 24,093
Financial liabilities
Trade and other payables 467 - - 467
* Changes in the interest rate may cause movements.
The average interest rate at the year end was 0.10%. Any movement in interest
rates would have an immaterial effect on the profit/(loss) for the period.
(h) Fair value
The carrying values of the financial assets and liabilities approximate the
fair value of the financial assets and liabilities and can be summarised as
follows:
At 31 December At 31 December
2013 2012
US$ '000 US$ '000
Financial Assets
Financial assets at fair value through profit or loss 19,420 18,478
Loans and receivables 5,624 4,544
Cash and cash equivalents 3,726 5,139
28,770 28,161
Financial Liabilities
Trade and other payables 388 467
Financial assets and liabilities, other than investments, are either repayable
on demand or have short repayment dates. The fair value of investments is
stated at the redemption prices quoted by fund managers and is based on the
fair value of the underlying net assets of the funds because, although the
funds are listed, there is no active market.
Fair value hierarchy
The table below analyses financial instruments measured at fair value at the
end of the reporting period by the level of the fair value hierarchy (note
2p).
At 31 December 2013
Level 1 Level 2 Level 3 Total
US$ '000 US$ '000 US$ '000 US$ '000
Financial assets at fair value through profit or loss - 19,195 225 19,420
At 31 December 2012
Level 1 Level 2 Level 3 Total
US$ '000 US$ '000 US$ '000 US$ '000
Financial assets at fair value through profit or loss - 18,478 - 18,478
21. SHARE-BASED INCENTIVE PLANS
On 14 March 2011 the Group granted options over 5,900,000 shares to directors
and employees under The Argo Group Limited Employee Stock Option Plan. All
options are exercisable in four equal tranches over a period of four years at
an exercise price of 24p per share.
The fair value of the options granted was measured at the grant date using a
Black-Scholes model that takes into account the effect of certain financial
assumptions, including the option exercise price, current share price and
volatility, dividend yield and the risk-free interest rate. The fair value of
the options granted is spread over the vesting period of the scheme and the
value is adjusted to reflect the actual number of shares that are expected to
vest.
The principal assumptions for valuing the options were:
Exercise price (pence) 24.0
Weighted average share price at grant date (pence) 12.0
Weighted average option life (years) 10.0
Expected volatility (% p.a.) 2.11
Dividend yield (% p.a.) 10.0
Risk-free interest rate (% p.a.) 5.0
The fair value of options granted is recognised as an employee expense with a
corresponding increase in equity. The total charge to employee costs in
respect of this incentive plan is nil due to the differential in exercise
price and share price.
The number and weighted average exercise price of the share options during the
period is as follows:
Weighted average exercise price No. of share options
Outstanding at beginning of period 24.0p 5,415,000
Granted during the period - -
Forfeited during the period 24.0p (700,000)
Outstanding at end of period 24.0p 4,715,000
Exercisable at end of period 24.0p 2,357,500
The options outstanding at 31 December 2013 have an exercise price of 24p and
a weighted average contractual life of 10 years, with the third tranche of
shares being exercisable on or after 1 May 2014. Outstanding share options are
contingent upon the option holder remaining an employee of the Group. They
expire after 10 years.
No share options were issued during the period.
22. EVENTS AFTER THE BALANCE SHEET DATE
The directors consider that there has been no event since the year end that
has a significant effect on the Group's position.
This information is provided by RNS
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