REG - Livermore Inv. Group - Interim Results
30/09/2022 07:01
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RNS Number : 2076B Livermore Investments Group Limited 30 September 2022
30 September, 2022
LIVERMORE INVESTMENTS GROUP LIMITED
UNAUDITED INTERIM RESULTS FOR SIX MONTHS ENDED 30 JUNE 2022
Livermore Investments Group Limited (the "Company" or "Livermore") today
announces its unaudited interim results for the six months ended 30 June 2022.
These results will be made available on the Company's website today.
For further investor information please go to www.livermore-inv.com
(http://www.livermore-inv.com) .
Enquiries:
Livermore Investments Group
Limited
+41 43 344 3200
Gaurav Suri
Strand Hanson Limited (Financial and Nominated
Adviser) +44 (0)20 7409 3494
Richard Johnson / Ritchie Balmer
Arden Partners plc
(Broker)
+44 (0)20 7614 5900
Chairman's and Chief Executive's Review
Introduction
We are pleased to announce the interim financial results for Livermore
Investments Group Limited (the "Company" or "Livermore") for the six months
ended 30 June 2022. References to the Company hereinafter also include its
consolidated subsidiaries (note 8).
The economic environment of 2022 can be characterized as a period of
indigestion from the monetary and fiscal policy largesse in the previous
years. Inflation has risen to multi-decade highs. The inflation situation has
been further complicated by the energy cost shock emanating from sanctions
applied to Russia on its war in Ukraine. Developed economy central banks are
therefore being forced to apply the economic breaks and increase interest
rates in a bid to contain inflation. Financial markets have tumbled with both
fixed income and equity markets recording significant losses in 2022. The US
Dollar has rallied against most developed world currencies and is at
multi-year highs as the US Federal Reserve leads the monetary policy
tightening race.
While management had expected US Federal Reserve to increase rates in the US,
Russia's aggression in Ukraine and the significant resulting sanctions
portended a potentially ominous path for economic growth. With government
bonds offering extremely low to negative yields at the start of the year, rate
increases implied negative returns on government bonds and fixed rate
instruments in the near future. At the same time, equity markets face a
decline in lofty price/earnings multiples while earnings remain under margin
pressure. Management therefore decided to reduce risk and rapidly and
successfully converted its two open warehouses into new issue CLOs at amongst
the lowest financing costs in 2022. As of 30(th) June 2022, management had
significantly de-risked its portfolio and had no open warehouse positions.
Further, management increased cash and short term investments to USD 37.3m
allowing the Company to benefit from opportunistic trading and price
dislocations. The Company started the year with USD 45.1m cash on its balance
sheet received about USD 13.6m from its CLO and warehouse portfolio, divested
about USD 7.6m in investments and returned USD 24.0m to shareholders via
dividends during the period.
During the period, US loans held up relatively well as their floating rate
component guards against rising rates. Further, there are only a few
maturities in the near term as most borrowers took advantage of strong markets
in 2021 and extended their loan maturities. On the other hand, these borrowers
will be expected to pay more interest costs in the future and may face
earnings reductions and liquidity issues in 2023 and management is focused on
such situations as they arise. CLO equity valuations have declined during the
period, especially for positions with reinvestment periods ending in near-term
as CLO managers lose some flexibility to manage the portfolios in these
positions.
During the first half of 2022, the Company recorded a net loss of USD 21.6m
(30 June 2021: gain of USD 15.5m) as cashflow from the Company's CLO and
warehouse portfolio was offset by valuation declines of USD 32.7m. The Company
distributed an interim dividend of USD 24.0m during the period.
The NAV of the Company stood at USD 0.79 per share as 30 June 2022 after
returning USD 24.0m to shareholders through dividend distributions (30 Jun
2021: NAV per share USD 1.00). The losses relate largely to mark-to-market
declines of its CLO portfolio offset by net carry from CLO positions and
warehouses. During the first half of 2022, the CLO and warehousing portfolio
generated USD 13.6m in cash and USD 32.7m in net valuation declines.
Management continues to actively manage the financial portfolio and remains in
frequent contact with CLO managers with a view to optimizing exposure to US
credit markets.
Financial Review
The NAV of the Company as at 30 June 2022 was USD 130.0m (30 June 2021: USD
164.4m). The loss after tax for the first half of 2022 was USD 21.7m, which
represents loss per share of USD 0.13. The loss relates largely to the period
end valuations of the CLO portfolio and exposure to leveraged loans.
30 June 2022 30 June 2021 31 December 2021
US $m US $m US $m
Shareholders' funds at beginning of period 177.7 163.9 163.9
___________ ___________ ___________
Income from investments 13.7 12.2 27.5
Unrealised (losses) / profits on investments (35.8) 5.5 9.4
Unrealised exchange gains - - 0.1
Operating expenses (1.4) (1.8) (8.6)
Net finance costs (0.2) (0.3) (0.4)
Tax charge - (0.1) (0.1)
___________ ___________ ___________
(Decrease) / increase in net assets from operations (23.7) 15.5 27.9
Dividends paid (24.0) (8.0) (8.0)
Purchase of own shares - (7.0) (7.0)
Re-issuance of own shares - - 0.9
___________ ___________ ___________
Shareholders' funds at end of period 130.0 164.4 177.7
------ ------ ------
Net Asset Value per share US $0.79 US $1.00 US $1.07
Livermore's Strategy
The Company's primary investment objective is to generate high current income
and regular cash flows. The financial portfolio is constructed around fixed
income instruments such as Collateralized Loan Obligations ("CLOs") and other
securities or instruments with exposure primarily to senior secured and
usually broadly syndicated US loans. The Company has a long-term oriented
investment philosophy and invests primarily with a buy-and-hold mentality,
though from time to time the Company will sell investments to realize gains or
for risk management purposes.
Strong emphasis is given to maintaining sufficient liquidity and low leverage
at the overall portfolio level and to re-invest in existing and new
investments along the economic cycle.
Dividend & Buyback
On 5 January 2022, the Board announced an interim dividend of USD 24.0m (USD
0.145 per share) to members on the register on 14 January 2022. The dividend
was paid on 7 February 2022.
The Board of Directors will decide on the Company's dividend policy for 2022
based on profitability, liquidity requirements, portfolio performance, market
conditions, and the share price of the Company relative to its NAV.
Richard Rosenberg Noam Lanir
Non-Executive Chairman Chief Executive
29 September 2022
Review of Activities
Economic & Investment Environment
After years of low inflation, the powerful global monetary and fiscal policy
responses to the COVID-19 pandemic have finally reignited fears of
persistently high inflation. Economic sanctions on Russia, as it wages a war
in Ukraine, have driven energy costs higher - adding further fuel to the
inflation fire. Already in November 2021, the US Federal Reserve recognized
that inflation was no longer a transitory phenomenon and was running too hot,
yet it surprisingly kept interest rates unchanged and continued its bond
buying programme until March 2022. The result - a 9.1% increase in US Consumer
Price Index (CPI), a 9.4% increase in the UK CPI, and an 8.6% increase in euro
area inflation rate. Central bankers have once again found themselves behind
the curve on inflation, and the cost of catching up and ensuring inflation
does not become entrenched may well be significant economic pain and
unemployment.
The global economy grew much more slowly since the beginning of 2022. Although
unemployment continued to decline in many countries, and in most advanced
economies is now back around pre-pandemic lows, high level of inflation and
uncertainty from the war in Ukraine had a curbing effect, weighing on
purchasing power and reducing demand.
In the US, GDP fell in the first quarter by 1.5% primarily reflecting weak
growth in exports due to another pandemic wave and supply chain issues.
Unemployment at 3.6% in June is back near its pre-pandemic lows in 2019.
Inflation continued to increase in the US reaching a 40-year high of 9.1%
increase in June Consumer Price Index. The elevated level of inflation is
partly attributable to higher energy and food prices, due to the war in
Ukraine. However, core inflation also rose further across the board and stood
at 5.9% in June. The US Federal Reserve, in a bid to contain inflation, has
vowed to aggressively raise rates and increased its target range for the
federal funds rate in March by 25 basis points, 50 basis points in May and by
75 basis points in June, to 1.5 - 1.75%. Further, the Federal Reserve
started reducing its balance sheet and signalled additional interest rate
hikes to curb inflation.
In the euro area, GDP expanded by 0.7% and 0.8% in the first and second
quarter of 2022 respectively. Employment figures in the euro area increased
further with unemployment at 6.8% in January and in April, which was lower
than its pre-pandemic level. While GDP grew in most member states, it declined
in Germany as a result of tightened pandemic containment measures.
Manufacturing also recorded slight growth, despite having been burdened for
some time by the global shortage of intermediate products. Exports continued
to recover and inventory levels increased substantially. However, the war in
Ukraine is likely to have a lasting impact on future economic development.
Consumer sentiment has deteriorated considerably since the war began,
particularly also as higher energy and food prices are weighing on households'
real incomes. Furthermore, the war has led to additional supply bottlenecks in
manufacturing. Consumer price inflation in the euro area advanced further in
recent months and stood at 8.6% in May driven by high energy and food prices
which increased substantially with the outbreak of the war in Ukraine.
Although the European Central Bank left its key interest rates unchanged in
March, it announced its decision to wind down the net purchases under its
asset purchase programme (APP) faster than planned. In addition, In June, the
European Central Bank decided to end net asset purchases under its asset
purchase programme (APP) as of 1 July.
Financial market sentiment declined and volatility increased considerably
since the beginning of 2022. Expectations of a faster normalisation of
monetary policy in the advanced economies, the war in Ukraine and China's
continued zero-COVID policy weighted heavily on fixed income and equity
markets. As of 30 June 2022, the SPX 500 Index had declined by 21%, the NASDAQ
Composite by 30.3%, and the EuroStoxx 50 Index by 20.2%. Yields on ten-year
government bonds in advanced economies rose significantly at the turn of the
year, as market participants expected a stronger monetary policy response to
rising inflation. The US 10 year bond yield increased from 1.51% to 3.01%
during the first half of the year while the German 10 year bond yield
increased from 0% to 1.33% resulting in significant price declines. High-yield
bonds and investment grade bonds declined by 14% during the period.
The US dollar appreciated on a trade-weighted basis while the euro fell to a
five-year low against the dollar. The yen and pound sterling weakened in
trade-weighted terms, with the yen dropping to a twenty-year low against the
US dollar.
Commodity prices were affected by the war in Ukraine and the sanctions
imposed. In March, the price of Brent crude was at times almost USD 130 per
barrel; and at the end of quarter 2022, the price of Brent crude hovered
around USD 110 per barrel, thus remaining considerably higher than at the
beginning of the year
US Leveraged Loan market performed relatively better losing 4.45% in the first
half of 2022 as the floating rate component protected investors against rising
rates. At the same time, these borrowers face higher interest costs due to
rising rates increasing the probability of future stress and default.
Countering this headwind is the fact that near-term maturities remain low as
most borrowers took advantage of strong demand in 2021 and pushed out their
loan maturities. Nonetheless, while default rates remain low (0.28% in June on
a trailing twelve-month basis), we expect default rates to increase in 2023
for certain borrowers with potential liquidity needs in the near future and
management is intently focused on such exposures.
The CLO market continued to grow in the first half of 2022, albeit at a much
slower pace that in 2021, despite all-in debt spreads widening from
SOFR+175bps to SOFR+270bps as already open loan warehouses rushed to
securitize financing as well as opportunistic investors seeking to take
advantage of loans at low prices. As anticipated, CLO refinancing and reset
activities were minimal as most transactions were done in 2021 and the current
debt costs are not accretive. With most loans trading at discounts to par,
most CLO managers have been able to increase principal par in CLOs, which
should help in offsetting some future losses from defaults and restructurings.
We expect long reinvestment period CLOs to outperform CLOs with reinvestment
periods ending in the near-term as CLO managers lose some flexibility in
trading once reinvestment periods are over. The mark-to-market valuations of
CLO equity already demonstrates this expected outperformance as prices for
short reinvestment end period CLO transactions have declined much more sharply
in 2022.
Sources: Swiss National Bank (SNB), European Central Bank (ECB), US Federal
Reserve, Bloomberg, JP Morgan, S&P Capital IQ
Financial Portfolio and trading activity
The Company manages a financial portfolio valued at USD 116.2m as at 30 June
2022, which is invested mainly in fixed income and credit related securities.
The following is a table summarizing the financial portfolio as at 30 June
2022
Name 30 June 2022 30 June 2021 31 December 2021
Book Value US $m Book Value US $m Book Value US $m
Investment in the loan market through CLOs 77.0 95.2 101.7
Open Warehouse facilities - 25.5 7.6
Public Equities 1.9 11.2 10.0
Perpetuals and money market notes 18.4 - -
Invested Total 97.3 131.9 119.3
Cash 18.9 19.6 45.1
Total 116.2 151.5 164.4
Senior Secured Loans and CLOs
In the first half of 2022, the US senior secured loan market (leveraged loan
market) was not immune to the decline in risk assets despite its floating rate
component. Still, it outperformed on a relative basis losing 4.45% as measured
by the CS Leveraged Loan Index as compared to the high-yield and investment
grade bonds losing about 14%. New issue loan market slowed considerably as
SOFR-LIBOR transition issues persisted in the initial weeks and thereafter
credit spreads widened. Institutional loan issuance finished the first half of
2022 at USD 171.8 billion, compared to USD 330.7 billion for the first half of
2021.
While defaults stayed at very low levels (par-weighted default rate of 0.28%
as of June 2022 compared to 1.25% a year ago), defaults in the near to mid
term are expected to increase as borrowing costs shift higher due to rising
LIBOR/SOFR and margin pressures increase. At the same time, near-term
maturities are low and should help in capping the default risk.
Despite debt spreads rising from SOFR+175bps to as wide as SOFR+270bps, new
issue CLO market continued to grow supported by existing warehouse investors
desire to securitize into long-term financing and opportunistic investors
taking advantage of low loan prices. USD 71 billion of new issue CLO
transactions were created along with USD 5 billion of refinancing and USD 20
billion of reset activity (extension of reinvestment period and maturity of
existing CLOs). This compares to over USD 80 billion of new issue transactions
in addition to USD 67 billion of refinancing and USD 70 billion of reset
activity.
Management had two warehouses open coming into the year, which it successfully
and rapidly converted to new issue CLOs at amongst the lowest cost of debt in
2022.
During the first half of 2022, the CLO and warehouse portfolio generated USD
13.6m in cash distributions which were offset by mark-to-market valuation
declines of USD 32.7m.
Given the challenging and uncertain macroeconomic backdrop, in the first half
of the year the Company aggressively de-risked and its increased cash and
short-terms holdings. As of end of June 2022, the Company had USD 37.3m in
cash and short-term holdings compared to USD 21.1m at the start of the year
(after payout of USD 24.0m dividend). Management expects to opportunistically
trade when prices are dislocated while maintaining sufficient liquidity and a
no-debt position.
The Company's CLO portfolio is divided into the following geographical areas:
30 June 2022 Amount Percentage 30 June 2021 Amount Percentage
US $000 US $000
US CLOs 77,077 100.0% 95,151 100.0%
------ ------ ------ ------
Fund Investments (previously described as Private Equities)
The fund investments held by the Company are incorporated in the form of
Managed Funds (mostly closed end funds) mainly in emerging economies. The
investments of these funds into their portfolio companies were mostly done in
2008 and 2009. Overall, the Company expects that exits of portfolio companies
should materialize by 2022.
The following summarizes the book value of the fund Investments as at 30 June
2022:
Name Book Value US $m
Cole Capital Fund 5.5
Fetcherr Ltd 1.8
Phytech (Israel) 1.9
Say2eat Inc 0.8
Other investments 0.4
Total 10.4
Cole Capital: Cole Capital is a fund that trades in digital assets such as
Bitcoin and it is advised by Frequant. The advisor has developed automated
trading algorithms that have outperformed the underlying digital assets
performance by consistently avoiding large drawdowns. The fund declined by
8.9% return in the first half of 2022, although the investment is still up
38.5% since the Company invested in the fund in March 2021.
Fetcherr Ltd: Fetcherr is the Israeli start-up that has developed a
proprietary AI-powered goal based enterprise pricing and workflow optimization
system. Founded in 2019 by experts in deep learning, Algo-trading, e-commerce,
and digitization of legacy architecture, Fetcherr aims to disrupt traditional
rule-based (legacy) revenue systems through reinforcement learning
methodologies, beginning with the airline industry. The Company invested USD
2m in 2021.
Phytech: Phytech is an agriculture-technology company in Israel providing
end-to-end solutions for achieving higher yields on crops and trees. In
September 2020, Phytech raised USD 25m at a pre-money valuation of USD 105m.
As part of the capital raise, the manager of the investment reduced its
holding in Phytech and distributed USD 471k (versus our investment of USD
394k) in cash. Following these transactions, Livermore continues to hold 12.2%
in Phytech Global Advisors Ltd, which in turns now holds 11.95% on a fully
diluted basis in Phytech Ltd.
Say2eat Inc: Say2eat is a company that has proved they can disrupt the
existing food delivery (3(rd) party) marketplace model, with a first party,
direct delivery model that is commission free. The company has shown rapid
growth and is now active in over 20 US states from the east coast all the way
to Hawaii working with 200 restaurants. The Company invested USD 0.750m in
2020.
The following table reconciles the review of activities to the Group's
financial assets as at 30 June 2022.
Name 30 June 2022
Book Value US $m
Financial portfolio 97.3
Fund investments 10.4
Total 107.7
Financial assets at fair value through profit or loss (note 4) 97.3
Financial assets at fair value through other comprehensive income (note 5) 10.4
Total 107.7
Events after the reporting date
Details of material events after the reporting date are disclosed in note 24
of these interim condensed consolidated financial statements.
Litigation
Information is provided in note 22 to the interim condensed consolidated
financial statements.
Going Concern
The Directors have reviewed the current and projected financial position of
the Company, making reasonable assumptions about cash and short-term holdings,
interest and distribution income, future trading performance, valuation
projections and debt requirements. On the basis of this review, the Directors
have a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future. Accordingly,
they continue to adopt the going concern basis in preparing the interim
condensed consolidated financial statements.
Livermore Investments Group Limited
Condensed Consolidated Statement of Financial Position
as at 30 June 2022
Note 30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
Assets US $000 US $000 US $000
Non-current assets
Property, plant and equipment 50 34 52
Right-of-use asset 126 275 176
Financial assets at fair value through profit or loss 4 77,077 95,151 101,667
Financial assets at fair value through other
comprehensive income 5 10,376 8,721 12,435
Investments in subsidiaries 8 6,484 7,000 7,196
-------- -------- --------
94,113 111,181 121,526
-------- -------- --------
Current assets
Trade and other receivables 9 66 1,325 366
Financial assets at fair value through profit or loss 4 20,304 36,784 17,553
Cash and cash equivalents 10 18,947 19,655 45,130
-------- -------- --------
39,317 57,764 63,049
-------- -------- --------
Total assets 133,430 168,945 184,575
-------- -------- --------
Equity
Share capital 11 - - -
Share premium and treasury shares 11 163,130 162,214 163,130
Other reserves (20,128) (21,251) (18,026)
Accumulated losses / retained earnings (13,045) 23,455 32,618
-------- -------- --------
Total equity 129,957 164,418 177,722
-------- -------- --------
Liabilities
Non-current liabilities
Lease liability 42 148 88
-------- -------- --------
Current liabilities
Trade and other payables 12 3,347 4,162 6,641
Lease liability - current portion 84 127 88
Current tax liability 0 90 36
-------- -------- --------
3,431 4,379 6,765
-------- -------- --------
Total liabilities 3,473 4,527 6,853
-------- -------- --------
Total equity and liabilities 133,430 168,945 184,575
-------- -------- --------
Net asset valuation per share
Basic and diluted net asset valuation per share (US $) 14 0.79 1.00 1.07
-------- -------- --------
Livermore Investments Group Limited
Condensed Consolidated Statement of Profit or Loss
for the six months ended 30 June 2022
Six months Six months Year
Note ended ended ended
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
Investment income
Interest and distribution income 16 13,748 12,232 27,495
Fair value changes of investments 17 (33,734) 5,378 6,250
------ ------ ------
(19,986) 17,610 33,745
Operating expenses 18 (1,430) (1,784) (8,599)
------ ------ ------
Operating (loss) / profit (21,416) 15,826 25,146
Finance costs 19 (250) (329) (398)
Finance income 19 3 18 18
------ ------ ------
(Loss) / profit before taxation (21,663) 15,515 24,766
Taxation charge - (65) (66)
------ ------ ------
(Loss) / profit for period / year (21,663) 15,450 24,700
------ ------ ------
Earnings per share
Basic and diluted (loss) / earnings per share (US $) 20 (0.13) 0.09 0.15
------ ------ ------
Livermore Investments Group Limited
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2022
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
(Loss) / profit for the period / year (21,663) 15,450 24,700
Other comprehensive income:
Items that will be reclassified subsequently to profit or loss
Foreign exchange (losses) / gains on the translation of subsidiaries (43) 49 59
Items that are not reclassified subsequently to profit or loss
Financial assets designated at fair value through other comprehensive income - (2,059) (15) 3,200
fair value (losses) / gains
------ ------ ------
Total comprehensive (loss) / income for the period / year (23,765) 15,484 27,959
------ ------ ------
The total comprehensive (loss) / income for the period / year is wholly
attributable to the owners of the Company.
Livermore Investments Group Limited
Condensed Consolidated Statement of Changes in Equity
for the period ended 30 June 2022
Share Treasury shares Translation reserve Investment revaluation reserve Retained earnings Total
premium
US $000 US $000 US $000 US $000 US $000 US $000
Balance at 1 January 2021 169,187 - 25 (21,310) 16,005 163,907
Dividends - - - - (8,000) (8,000)
Purchase of own shares - (6,973) - - - (6,973)
Re-issue of shares - 916 - - (87) 829
------ ------ ------ ------ ------ -------
Transactions with owners - (6,057) - - (8,087) (14,144)
------ ------ ------ ------ ------ ------
Profit for the year - - - - 24,700 24,700
Other comprehensive income:
Financial assets at fair value through OCI - fair value gains - - - 3,200 - 3,200
Foreign exchange gains on the translation of subsidiaries - - 59 - - 59
------ ------ ------ ------ ------ -----
Total comprehensive loss for the year - - 59 3200 24,700 27,959
------ ------ ------ ------ ------ ------
Balance at 31 December 2021 169,187 (6,057) 84 (18,110) 32,618 177,722
Dividends - - - - (24,000) (24,000)
------ ------ ------ ------ ------ ------
Transactions with owners - - - - (24,000) (24,000)
------ ------ ------ ------ ------ ------
Loss for the period - - - - (21,663) (21,663)
Other comprehensive income:
Financial assets at fair value through OCI - fair value losses - - - (2,059) - (2,059)
Foreign exchange losses on the translation of subsidiaries - - (43) - - (43)
------ ------ ------ ------ ------ ------
Total comprehensive loss for the period - - (43) (2,059) (21,663) (23,765)
------ ------ ------ ------ ------ ------
Balance at 30 June 2022 169,187 (6,057) 41 (20,169) (13,045) 129,957
------ ------ ------ ------ ------ ------
Share Treasury shares Translation reserve Investment revaluation reserve Retained earnings Total
premium
US $000 US $000 US $000 US $000 US $000 US $000
Balance at 1 January 2021 169,187 - 25 (21,310) 16,005 163,907
Dividends - - - - (8,000) (8,000)
Purchase of own shares - (6,973) - - - (6,973)
------ ------ ------ ------ ------ ------
Transactions with owners - (6,973) - - (8,000) (14,973)
------ ------ ------ ------ ------ ------
Profit for the period - - - - 15,450 15,450
Other comprehensive income:
Financial assets at fair value through OCI - fair value losses - - - (15) - (15)
Foreign exchange gains on the translation of subsidiaries - - 49 - - 49
------ ------ ------ ------ ------ ------
Total comprehensive income for the period - 49 (15) 15,450 15,484
------ ------ ------ ------ ------ ------
Balance at 30 June 2021 169,187 (6,973) 74 (21,325) 23,455 164,418
------ ------ ------ ------ ------ ------
Livermore Investments Group Limited
Condensed Consolidated Statement of Cash Flows
for the period ended 30 June 2022
Six months Six months Year
Note ended ended ended
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
Cash flows from operating activities
(Loss) / profit before taxation (21,663) 15,515 24,766
Adjustments for:
Depreciation expense 63 66 109
Interest expense 19 22 75 35
Interest and distribution income 16 (13,748) (12,232) (27,495)
Bank interest income 19 (3) (18) (18)
Fair value changes of investments 17 33,734 (5,378) (6,250)
Exchange differences 19 228 254 363
------ ------ ------
(1,367) (1,718) (8,490)
Changes in working capital
(Increase) /decrease in trade and other receivables (24) 6,965 7,817
(Decrease) / increase in trade and other payables (3,335) (706) 1,774
------ ------ ------
Cash flows from operations (4,726) 4,541 1,101
Interest and distribution received 13,751 12,250 27,512
Tax paid (36) (13) (50)
------ ------ ------
Net cash from operating activities 8,989 16,778 28,563
------ ------ ------
Cash flows from investing activities
Acquisition of investments (51,896) (66,333) (119,905)
Proceeds from sale of investments 41,037 34,171 100,629
------ ------ ------
Net cash from investing activities (10,859) (32,162) (19,276)
------ ------ ------
Cash flows from financing activities
Lease liability payments (63) (66) (109)
Interest paid (22) (75) (35)
Dividends paid (24,000) (8,000) (8,000)
Purchase of own shares - (6,973) (6,057)
------ ------ ------
Net cash from financing activities (24,085) (15,114) (14,201)
------ ------ ------
Net decrease in cash and cash equivalents (25,955) (30,498) (4,914)
Cash and cash equivalents at beginning of the period / year 45,130 50,407 50,407
Exchange differences on cash and cash equivalents (228) (254) (363)
------ ------ ------
Cash and cash equivalents at the end of the period / year 10 18,947 19,655 45,130
------ ------ ------
Notes to the Interim Condensed Consolidated Financial Statements
1. Accounting policies
The interim condensed consolidated financial statements of Livermore have been
prepared on the basis of the accounting policies stated in the 2021 Annual
Report, available on www.livermore-inv.com (http://www.livermore-inv.com) .
The application of the IFRS pronouncements that became effective as of 1
January 2022 has no significant impact on the Company's consolidated financial
statements.
2. Critical accounting judgements and estimation uncertainty
When preparing the interim condensed consolidated financial statements,
management undertakes a number of judgements, estimates and assumptions about
recognition and measurement of assets, liabilities, income and expenses. The
actual results may differ from the judgements, estimates and assumptions made
by management, and will seldom equal the estimated results. The judgements,
estimates and assumptions applied in the interim condensed consolidated
financial statements, including the key sources of estimation uncertainty were
the same as those applied in the Company's last annual consolidated financial
statements for the year ended 31 December 2021.
3. Basis of preparation
These unaudited interim condensed consolidated financial statements are for
the six months ended 30 June 2022. They have been prepared in accordance with
IAS 34 "Interim Financial Reporting" as adopted by the European Union. They do
not include all the information required for full annual financial statements
and should be read in conjunction with the consolidated financial statements
of the Company for the year ended 31 December 2021.
The financial information for the year ended 31 December 2021 is extracted
from the Company's consolidated financial statements for the year ended 31
December 2021 which contained an unqualified audit report.
Investment entity status
Livermore meets the definition of an investment entity, as this is defined in
IFRS 10 "Consolidated Financial Statements".
In accordance with IFRS 10, an investment entity is exempted from
consolidating its subsidiaries, unless any subsidiary which is not itself an
investment entity mainly provides services that relate to the investment
entity's investment activities. In Livermore's situation and as at the
reporting date, one of its subsidiaries provide such services. Note 8 shows
further details of the consolidated and unconsolidated subsidiaries.
References to the Company hereinafter also includes its consolidated
subsidiary (note 8).
4. Financial assets at fair value through profit or loss
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
Non-current assets
Fixed income investments (CLOs) 77,077 95,151 101,667
------ ------ ------
Current assets
Fixed income investments 18,431 25,500 7,584
Public equity investments 1,873 11,284 9,969
------ ------ ------
20,304 36,784 17,553
------ ------ ------
For description of each of the above categories, refer to note 6.
The above investments represent financial assets that are mandatorily measured
at fair value through profit or loss.
The Company treats its investments in the loan market through CLOs as
non-current investments as the Company generally intends to hold such
investments over a period longer than twelve months.
The movement in financial assets at fair value through profit or loss during
the year was as follows:
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
At 1 January 119,220 99,583 99,583
Purchases 51,896 61,333 114,399
Sales (17,523) (9,172) (28,408)
Settlements (23,514) (25,000) (72,221)
Fair value gains / (losses) (32,698) 5,191 5,867
------ ------ ------
At 31 December 97,381 131,935 119,220
------ ------ ------
5. Financial assets at fair value through other comprehensive income
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
Non-current assets
Fund investments 10,376 8,721 12,435
------ ------ ------
For description of each of the above categories, refer to note 6.
The above investments are non-trading equity investments that have been
designated at fair value through other comprehensive income.
The movement in financial assets at fair value through other comprehensive
income during the year was as follows:
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
At 1 January 12,435 3,729 3,729
Purchases - 5,000 5,506
Settlements - - -
Fair value gains / (losses) (2,059) (8) 3,200
------ ------ ------
At 31 December 10,376 8,721 12,435
------ ------ ------
6. Financial assets at fair value
The Company allocates its non-derivative financial assets at fair value (notes
4 and 5) as follows:
· Fixed income investments relate to investments in the loan market
through CLOs and open warehouse facilities, as well as investments in fixed
and floating rate bonds and perpetual bank debt.
· Public equity investments relate to investments in shares of
companies listed on public stock exchange.
· Fund investments (previously described as Private equities)
relate to investments in the form of equity purchases in both high growth
opportunities in emerging markets and deep value opportunities in mature
markets. The Company generally invests directly in prospects where it can
exert influence. Main investments under this category are in the fields of
real estate.
7. Fair value measurements of financial assets and liabilities
The table in note 7.2 below presents financial assets measured at fair value
in the consolidated statement of financial position in accordance with the
fair value hierarchy. This hierarchy groups financial assets and liabilities
into three levels based on the significance of inputs used in measuring the
fair value of the financial assets and liabilities. The fair value hierarchy
has the following levels:
- Level 1: quoted prices (unadjusted) in active markets for
identical assets or liabilities that the entity can access at the measurement
date;
- Level 2: inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly;
and
- Level 3: unobservable inputs for the asset or liability.
The level within which the financial asset is classified is determined based
on the lowest level of significant input to the fair value measurement.
7.1 Valuation of financial assets and liabilities
· Fixed Income Investments and Public Equity Investments are valued
per their closing market prices on quoted exchanges, or as quoted by market
makers. Investments in open warehouse facilities that have not yet been
converted to CLOs, are valued based on an adjusted net asset valuation.
The Company values the CLOs based on the valuation reports provided by market
makers. CLOs are typically valued by market makers using discounted cash flow
models. The key assumptions for cash flow projections include default and
recovery rates, prepayment rates and reinvestment assumptions on the
underlying portfolios (typically senior secured loans) of the CLOs.
Default and recovery rates: The amount and timing of defaults in the
underlying collateral and the amount and timing of recovery upon a default
affect are key to the future cash flows a CLO will distribute to the CLO
equity tranche. All else equal, higher default rates and lower recovery rates
typically lead to lower cash flows. Conversely, lower default rates and higher
recoveries lead to higher cash flows.
Prepayment rates: Senior loans can be pre-paid by borrowers. CLOs that are
within their reinvestment period may, subject to certain conditions, reinvest
such prepayments into other loans which may have different spreads and
maturities. CLOs that are beyond their reinvestment period typically pay down
their senior liabilities from proceeds of such pre-payments. Therefore, the
rate at which the underlying collateral prepays impacts the future cash flows
that the CLO may generate.
Reinvestment assumptions: A CLO within its reinvestment period may reinvest
proceeds from loan maturities, prepayments, and recoveries into purchasing
additional loans. The reinvestment assumptions define the characteristics of
the loans that a CLO may reinvest in. These assumptions include the spreads,
maturities, and prices of such loans. Reinvestment into loans with higher
spreads and lower prices will lead to higher cash flows. Reinvestment into
loans with lower spreads will typically lead to lower cash flows.
Discount rate: The discount rate indicates the yield that market participants
expect to receive and is used to discount the projected future cash flows.
Higher yield expectations or discount rates lead to lower prices and lower
discount rates lead to higher prices for CLOs.
· Private Equities are valued using market valuation techniques as
determined by the Directors, mainly based on valuations reported by
third-party managers of such investments. Real Estate entities are valued by
independent qualified property valuers with substantial relevant experience on
such investments. Underlying property values are determined based on their
estimated market values.
· Investments in subsidiaries are valued at fair value as
determined on an adjusted net asset valuation basis. The Company has
determined that the reported net asset value of each subsidiary represents its
fair value at the end of the reporting period.
7.2 Fair Value Hierarchy
Financial assets measured at fair value are grouped into the fair value
hierarchy as follows:
30 June 2022 Unaudited Unaudited Unaudited Unaudited US $000
US $000 US $000 US $000
Level 1 Level 2 Level 3 Total
Assets
Fixed income investments 18,431 77,077 - 95,508
Fund investments - - 10,376 10,376
Public equity investments 1,873 - - 1,873
Investments in subsidiaries - - 6,484 6,484
------ ------ ------ ------
20,304 77,077 16,860 114,241
------ ------ ------ ------
30 June 2021 Unaudited Unaudited Unaudited Unaudited US $000
US $000 US $000 US $000
Level 1 Level 2 Level 3 Total
Assets
Fixed income investments - 95,151 25,500 120,651
Fund investments - - 8,721 8,721
Public equity investments 11,284 - - 11,284
Investments in subsidiaries - - 7,000 7,000
------ ------ ------ ------
11,284 95,151 41,221 147,656
------ ------ ------ ------
31 December 2021 Audited Audited Audited Audited
US $000 US $000 US $000 US $000
Level 1 Level 2 Level 3 Total
Assets
Fixed income investments - 101,667 7,584 109,251
Fund investments - - 12,435 12,435
Public equity investments 9,969 - - 9,969
Investments in subsidiaries - - 7,196 7,196
------ ------ ------ ------
9,969 101,667 27,215 138,851
------ ------ ------ ------
The Company has no financial liabilities measured at fair value.
The methods and valuation techniques used for the purpose of measuring fair
value are unchanged compared to the previous reporting period.
No financial assets or liabilities have been transferred between different
levels.
Financial assets within level 3 can be reconciled from beginning to ending
balances as follows:
Six months ended 30 June 2022 At fair value through profit or loss Investments in subsidiaries
At fair value through OCI
Fund investments Fixed Income Total
investments
US $000 US $000 US $000 US $000
As at 1 January 2022 12,435 7,584 7,196 27,215
Purchases - 15,930 324 16,254
Settlement (23,514) - (23,514)
Losses recognised in:
- Profit or loss - - (1,036) (1,036)
- Other comprehensive income (2,059) - - (2,059)
------ ------ ------ ------
As at 30 June 2022 10,376 - 6,484 16,860
------ ------ ------ ------
Six months ended 30 June 2021 At fair value through profit or loss Investments in subsidiaries
At fair value through OCI
Fund investments Fixed Income Total
investments
US $000 US $000 US $000 US $000
As at 1 January 2021 3,729 10,036 6,813 20,578
Purchases 5,000 40,500 - 45,500
Settlement (25,000) (25,000)
(Losses) / gains recognised in:
- Profit or loss - (36) 187 151
- Other comprehensive income (8) - - (8)
------ ------ ------ ------
As at 30 June 2021 8,721 25,500 7,000 41,221
------ ------ ------ ------
Year ended 31 December 2021 At fair value through profit or loss Investments in subsidiaries
At fair value through OCI
Fund investments Fixed Income Total
investments
US $000 US $000 US $000 US $000
As at 1 January 2021 3,729 10,036 6,813 20,578
Purchases 5,506 69,805 - 75,311
Settlement - (72,221) - (72,221)
Gains / (losses) recognised in:
- Profit or loss - (36) 383 347
- Other comprehensive income 3,200 - - 3,200
------ ------ ------ ------
As at 31 December 2021 12,435 7,584 7,196 27,215
------ ------ ------ ------
The above recognised gains / (losses) are allocated as follows:
Six months ended 30 June 2022 At fair value through OCI At fair value through profit or loss Investments in subsidiaries
Fund investments Fixed Income Total
investments
US $000 US $000 US $000 US $000
Profit or loss
- Financial assets held at period-end - - (1,036) (1,036)
------ ------ ------ ------
Other comprehensive income
- Financial assets held at period-end (2,059) - - (2,059)
------ ------ ------ ------
Total losses for period (2,059) - (1,036) (3,095)
------ ------ ------ ------
Six months ended 30 June 2021 At fair value through OCI At fair value through profit or loss Investments in subsidiaries
Fund investments Fixed Income Total
investments
US $000 US $000 US $000 US $000
Profit or loss
- Financial assets held at period-end - (36) 187 151
------ ------ ------ ------
Other comprehensive income
- Financial assets held at period-end (8) - - (8)
------ ------ ------ ------
Total (losses) / gains for period (8) (36) 187 143
------ ------ ------ ------
Year ended 31 December 2021 At fair value through OCI At fair value through profit or loss Investments in subsidiaries
Fund investments Fixed Income Total
investments
US $000 US $000 US $000 US $000
Profit or loss
- Financial assets held at period-end - (36) 383 347
------ ------ ------ ------
Other comprehensive income
- Financial assets held at period-end 3,200 - - 3,200
------ ------ ------ ------
Total gains / (losses) for period 3,200 (36) 383 3,547
------ ------ ------ ------
The Company has not developed itself any quantitative unobservable inputs for
measuring the fair value of its level 3 financial assets at the reporting
date. Instead, the Group used prices from third - party pricing information
without adjustment.
Fixed income investments within level 3 represent open warehouses that have
been valued based on their net asset value. Their net asset value is primarily
driven by the fair value of their underlying loan asset portfolio plus
received and accrued interest less the nominal value of the financing and
accrued interest on the financing. In all cases, due to the nature and the
short life of a warehouse, the carrying amounts of the warehouses' underlying
assets and liabilities are considered as representative of their fair values.
Private equities within level 3 represent investments in private equity funds.
Their value has been determined by each fund manager based on the funds' net
asset value. Each fund's net asset value is primarily driven by the fair value
of its underlying investments. In all cases, considering that such investments
are measured at fair value, the carrying amounts of the funds' underlying
assets and liabilities are considered as representative of their fair values.
Investments in subsidiaries have been valued based on their net asset
position. The main assets of the subsidiaries represent investments measured
at fair value and receivables from the Company itself. Their net asset value
is considered as a fair approximation of their fair value.
A reasonable change in any individual significant input used in the level 3
valuations is not anticipated to have a significant change in fair values as
above.
8. Investment in subsidiaries
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
Unconsolidated subsidiaries
At 1 January 7,196 6,813 6,813
Additions 324 - -
Fair value (losses) / gains (1,036) 187 383
------ ------ ------
At 30 June / 31 December 6,484 7,000 7,196
------ ------ ------
Additions for the period relate to the fair value of the receivable amount
from the Company's unconsolidated subsidiary Sandhirst Ltd, that has been
waived by the Company (note 21).
The investments in which the Company has a controlling interest as at the
reporting date are as follows:
Name of Subsidiary Place of incorporation Holding Voting rights and shares held Principal activity
Consolidated subsidiary
Livermore Capital AG Switzerland Ordinary shares 100% Administration services
Unconsolidated subsidiaries
Livermore Properties Limited British Virgin Islands Ordinary shares 100% Holding of investments
Mountview Holdings Limited British Virgin Islands Ordinary shares 100% Investment vehicle
Sycamore Loan Strategies Ltd Cayman Islands Ordinary shares 100% Investment vehicle
Livermore Israel Investments Ltd Israel Ordinary shares 100% Holding of investments
Sandhirst Ltd Cyprus Ordinary shares 100% Holding of investments
9. Trade and other receivables
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
Financial items
Accrued interest and distribution income - 1 -
Amounts due by related parties (note 21) - 256 289
------ ------ ------
- 257 289
Non-financial items
Advance to related party (note 21) - 1,000 -
Prepayments 60 61 65
VAT receivable 6 7 12
------ ------ ------
66 1,325 366
------ ------ ------
For the Company's receivables of a financial nature, no lifetime expected
credit losses and no corresponding allowance for impairment have been
recognised, as their default rates have been determined to be close to 0%.
No receivable amounts have been written-off during either 2022 or 2021.
10. Cash and cash equivalents
Cash and cash equivalents included in the consolidated cash flow statement
comprise the following:
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
Demand deposits 18,947 19,655 45,130
------ ------ ------
Cash and cash equivalents 18,947 19,655 45,130
------ ------ ------
11. Share capital, share premium and treasury shares
Livermore Investments Group Limited (the "Company") is an investment company
incorporated under the laws of the British Virgin Islands. The Company has
an issued share capital of 174,813,998 ordinary shares with no par value.
During the six-month period ended 30 June 2021, the Company purchased
10,888,577 ordinary shares at an average price of US$0.64 (£0.46) per share
to be held in treasury. At 30 June 2021 the Company had 10,888,577 ordinary
shares held in treasury.
During the second half of 2021, 1,430,000 of the Company's treasury shares
were re-issued to a key management member (note 21) in full settlement of an
accrued amount of USD 0.7m. The re-issued shares had an average cost of USD
0.916m and a fair value of USD 0.829m, as determined based on their market
price, resulting in the recognition of a loss in retained earnings of USD
0.087m. The difference between the fair value and the accrued amount is
included in professional fees (note 18).
In the statement of financial position the amount included as 'share premium
and treasury shares' comprises of:
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
Share premium 169,187 169,187 169,187
Treasury shares (6,057) (6,973) (6,057)
------ ------ ------
163,130 162,214 163,130
------ ------ ------
12. Trade and other payables
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
Financial items
Trade payables 99 15 36
Amounts due to related parties (note 21) 2,939 3,745 6,193
Accrued expenses 309 402 412
------ ------ ------
3,347 4,162 6,641
------ ------ ------
13. Dividend
On 5 January 2022, the Board announced an interim dividend of USD 24.0m (USD
0.145 per share) to members on the register on 14 January 2022. The dividend
was paid on 7 February 2022.
The Board of Directors will decide on the Company's dividend policy for 2022
based on profitability, liquidity requirements, portfolio performance, market
conditions, and the share price of the Company relative to its net asset
value.
14. Net asset value per share
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
Net assets attributable to ordinary shareholders (USD 000) 129,957 164,418 177,722
------------- ------------- -------------
Closing number of ordinary shares in issue 165,355,421 163,925,421 165,355,421
------------- ------------- -------------
Basic net asset value per share (USD) 0.79 1.00 1.07
------------- ------------- -------------
Number of Shares
Ordinary shares 174,813,998 174,813,998 174,813,998
Treasury shares (9,458,577) (10,888,577) (9,458,577)
------------- ------------- -------------
Closing number of ordinary shares in issue 165,355,421 163,925,421 165,355,421
------------- ------------- -------------
The diluted net asset value per share equals the basic net asset value per
share since no potentially dilutive shares exist at any of the reporting dates
presented.
15. Segment reporting
The Company's activities fall under a single operating segment.
The Company's investment (losses) / income and its investments are divided
into the following geographical areas:
Six months Six months Year ended
ended 30 June ended 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
Investment (losses) / income
Other European countries (449) 115 94
United States (17,820) 17,225 33,109
Asia (1,393) 270 542
------ ------ ------
(19,662) 17,610 33,745
------ ------ ------
Investments
Other European countries 1,478 3,118 3,435
United States 105,128 136,448 127,071
Asia 7,635 8,090 8,345
------ ------ ------
114,241 147,656 138,851
------ ------ ------
Investment (loss) / income, comprising interest and distribution income as
well as fair value gains or losses on investments, is allocated based on the
issuer's location. Investments are also allocated based on the issuer's
location.
The Company has no significant dependencies, in respect of its investment
income, on any single issuer.
16. Interest and distribution income
Six months Six months Year ended
ended 30 June ended 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
Interest from investments 240 430 669
Distribution income 13,508 11,802 26,826
------ ------ ------
13,748 12,232 27,495
------ ------ ------
Interest and distribution income is analysed between the Company's different
categories of financial assets, as follows:
Six months ended 30 June 2022
Unaudited
Interest from investments Distribution income Total
Financial assets at fair value through profit or loss US $000 US $000 US $000
Fixed income investments 240 13,321 13,561
Public equity investments - 187 187
------ ------ ------
240 13,508 13,748
------ ------ ------
Six months ended 30 June 2021
Unaudited
Interest from investments Distribution income Total
Financial assets at fair value through profit or loss US $000 US $000 US $000
Fixed income investments 430 11,766 12,196
Public equity investments - 36 36
------ ------ ------
430 11,802 12,232
------ ------ ------
Year ended 31 December 2021
Audited
Interest from investments Distribution income Total
Financial assets at fair value through profit or loss US $000 US $000 US $000
Fixed income investments 669 26,632 27,301
Public equity investments - 194 194
------ ------ ------
669 26,826 27,495
------ ------ ------
The Company's distribution income derives from multiple issuers. The Company
does not have concentration to any single issuer.
17. Fair value changes of investments
Six months Six months Year ended
ended 30 June ended 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
Fair value (losses) / gains on financial assets through profit or loss (32,698) 5,191 5,867
Fair value (losses) / gains on investment in subsidiaries (1,036) 187 383
------ ------ ------
(33,734) 5,378 6,250
------ ------ ------
The investments disposed of had the following cumulative (i.e. from the date
of acquisition up to the date of disposal) financial impact in the Company's
net asset position:
Disposed in 2022
Cumulative distribution or interest
Realised gains* Unaudited Total financial impact
Unaudited Unaudited
US $000 US $000 US $000
Financial assets at fair value through profit or loss
Public equity investments 1,430 76 1,506
------ ------ ------
* difference between disposal proceeds and original acquisition cost
18. Operating expenses
Six months Six months Year ended
ended 30 June ended 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
Directors' fees and expenses 492 442 3,903
Other salaries and expenses 105 99 201
Professional and consulting fees 426 905 3,528
Legal expenses 3 1 53
Bank custody fees 60 - 102
Office cost 96 96 277
Depreciation 63 66 109
Other operating expenses 171 161 349
Audit fees 14 14 75
Tax fees - - 2
------ ------ ------
1,430 1,784 8,599
------ ------ ------
19. Finance costs and income
Six months Six months Year ended
ended 30 June ended 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
Finance costs
Bank interest costs 22 75 35
Foreign exchange loss 228 254 363
------ ------ ------
250 329 398
------ ------ ------
Finance income
Bank interest income 3 18 18
------ ------ ------
20. (Loss) / earnings per share
Basic (loss) / earnings per share has been calculated by dividing the (loss) /
profit for the period / year attributable to ordinary shareholders of the
Company by the weighted average number of shares in issue of the Company
during the relevant financial periods.
Six months Six months Year ended
ended 30 June ended 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
(Loss) / profit for the period / year attributable to ordinary shareholders of (21,663) 15,450 24,700
the parent (USD 000)
--------- --------- -------------
Weighted average number of ordinary shares outstanding 165,355,421 170,816,548 165,372,512
--------- --------- -------------
Basic (loss) / earnings per share (USD) (0.13) 0.09 0.15
--------- --------- ---------
The diluted (loss) / earnings per share equals the basic (loss) / earnings per
share since no potentially dilutive shares were in existence during 2022 and
2021.
21. Related party transactions
The Company is controlled by Groverton Management Ltd, an entity owned by Noam
Lanir, which
at 30 June 2022 held 74.41% of the Company's voting rights.
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US $000 US $000 US $000
Amounts receivable from unconsolidated subsidiaries
Sandhirst Limited - 256 289 (1)
------- ------- -------
Amounts receivable from / advances to key management
Advance to Director - 1,000 - (2)
Directors' current accounts 58 - - (2)
Advances to other key management personnel 201 - - (3)
------- ------- -------
259 1,000 -
------- ------- -------
Amounts payable to unconsolidated subsidiaries
Livermore Israel Investments Ltd (3,046) (3,046) (3,046) (4)
------- ------- -------
Amounts payable to other related party
Loan payable (149) (149) (149) (5)
------- ------- -------
Amounts payable to key management
Directors' current accounts (3) (63) (1,011) (4)
Other key management personnel - (487) (1,987) (6)
------- ------- -------
(3) (550) (2,998)
------- ------- -------
Key management compensation
Short term benefits
Executive Directors' fees 398 398 795 (7)
Executive Directors' reward payments - - 3,000
Non-executive Directors' fees 44 44 108
Non-executive Directors' reward payments 50 - -
Other key management fees 194 500 2,829 (8)
------- ------- ------
686 942 6,732
------- ------- -------
(1) The amounts receivable from unconsolidated subsidiaries and the
Directors' current accounts with debit balances are interest free, unsecured,
and have no stated repayment date.
(2) A loan of USD 1m was made during 2019 to a key management employee and a
Company's Director. The loan was free of interest, unsecured and was repayable
on demand. During 2021, the Directors agreed to reclassify the loan with a
balance of USD 1m as an advance against future remuneration of the specific
Director. The advance is included within trade and other receivables (note 9).
(3) The advances to other key management personnel relate to payments made
to members of key management against their fees for the second half of 2022.
(4) The amounts payable to unconsolidated subsidiaries and Directors'
current accounts with credit balances are interest free, unsecured, and have
no stated repayment date.
(5) A loan with a balance at 30 June 2022 of USD 0.149m has been received
from a related company (under common control) Chanpak Ltd. The loan is free of
interest, unsecured and repayable on demand. This loan is included within
trade and other payables (note 12).
(6) The amount payable to other key management personnel relates to a
payment made on behalf of the Company for investment purposes and accrued
consultancy fees. During 2021, an accrued amount of USD 0.7m was settled by
re-issuing 1,207,624 of the Company's treasury shares at their fair value as
at the date of transfer.
(7) These payments were made directly to companies which are related to the
Directors.
(8) During 2021, 222,376 of the Company's treasury shares were re-issued to
a key management member for no consideration and no vesting conditions. The
fair value of these shares at the date of transfer was USD 0.129m.
Other key management fees are included within professional fees (note 18).
During the period, the Company has waived its receivable balance from its
subsidiary Sandhirst Ltd (USD: 0.324m) as a means of capital contribution to
the subsidiary (note 8).
No social insurance and similar contributions nor any other defined benefit
contributions plan costs incurred for the Group in relation to its key
management personnel in either 2022 or 2021.
22. Litigation
Fairfield Sentry Ltd vs custodian bank and beneficial owners
One of the custodian banks that the Company uses faces a contingent claim up
to USD 2.1m, and any interest as will be decided by a US court and related
legal fees, with regard to the redemption of shares in Fairfield Sentry Ltd,
which were bought in 2008 at the request of Livermore and on its behalf. If
the claim proves to be successful Livermore will have to compensate the
custodian bank since the transaction was carried on Livermore's behalf. The
same case was also filed in BVI where the Privy Council ruled against the
plaintiffs.
As a result of the surrounding uncertainties over the existence of any
obligation for Livermore, as well as for the potential amount of exposure, no
provision has been made.
23. Commitments
The Company has expressed its intention to provide financial support to its
subsidiaries, where necessary to enable them to meet their obligations as they
fall due.
Other than the above, the Company has no capital or other commitments as at 30
June 2022.
24. Events after the reporting date
There were no other material events after the reporting date, which have a
bearing on the understanding of
these interim condensed consolidated financial statements.
25. Preparation of interim financial statements
Interim condensed consolidated financial statements are unaudited.
Consolidated financial statements for Livermore Investments Group Limited for
the year ended 31 December 2021, prepared in accordance with International
Financial Reporting Standards as adopted by the European Union, on which the
auditors gave an unqualified audit report are available on the Company's
website www.livermore-inv.com (http://www.livermore-inv.com) .
Review Report to the Members of Livermore Investments
Group Limited
Review Report on the interim Condensed Consolidated Financial Statements
Introduction
We have reviewed the interim condensed consolidated financial statements of
Livermore Investments Group Limited (the ''Company'') and its subsidiary
(together with the Company "the Group"), which are presented in pages 8 to 27
and comprise the condensed consolidated statement of financial position as at
30 June 2022 and the consolidated statements of comprehensive income, changes
in equity and for the period from 1 January 2022 to 30 June 2022, and notes to
the interim condensed consolidated financial statements, including a summary
of significant accounting policies.
The Board of Directors is responsible for the preparation and presentation of
these interim condensed consolidated financial statements in accordance with
International Financial Reporting Standards applicable to interim financial
reporting as adopted by the European Union ('IAS34 Interim Financial
Reporting'). Our responsibility is to express a conclusion on these interim
condensed consolidated financial statements based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review
Engagements 2410, 'Review of Interim Financial Information Performed by the
Independent Auditor of the Entity'. A review of interim financial information
consists of making inquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing and consequently does not enable us
to obtain assurance that we would become aware of all significant matters that
might be identified in an audit. Accordingly, we do not express an audit
opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the accompanying interim condensed consolidated financial
information does not present fairly, in all material respects, the financial
position of the entity as at June 30, 2022, and of its financial performance
and its cash flows for the six month period then ended in accordance with IAS
34 'Interim Financial Reporting' as adopted by the European Union.
Emphasis of Matter
We draw attention to the note 22 of the interim condensed consolidated
financial statements which describes the uncertainty related to the outcome of
a legal claim against one of the custodian banks that the Group and the
Company uses on its behalf. Our conclusion is not modified in respect of this
matter.
Other information
The Board of Directors is responsible for the other information. The other
information comprises the information included in the Chairman's and Chief
Executive's Review and Review of Activities, but does not include the
condensed consolidated financial statements and our review report thereon.
Our conclusion on the condensed consolidated financial statements does not
cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our review of the condensed consolidated financial
statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the review or
otherwise appears to be materially misstated. 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. We have nothing to report in
this regard.
Other Matter
This report, including the conclusion, has been prepared for and only for the
Group's members as a body and for no other purpose. We do not, in giving this
conclusion, accept or assume responsibility for any other purpose or to any
other person to whose knowledge this report may come to.
Froso Yiangoulli
Certified Public Accountant and Registered Auditor
for and on behalf of
Grant Thornton (Cyprus) Ltd
Certified Public Accountants and Registered Auditors
Nicosia, 29 September 2022
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