REG - Livermore Inv. Group - Half Yearly Report <Origin Href="QuoteRef">AUIV.L</Origin> - Part 3
17/10/2014 13:55
- Part 3: For the preceding part double click ID:nRSd9208Sb
7,243
United States 92,033 - 92,033
India 15,148 - 15,148
Asia 6,847 - 6,847
------ ------ ------
121,271 129,953 251,224
------ ------ ------
Six months ended 30 June 2013 - Unaudited Equity and debtinstrumentsinvestmentactivities Investmentpropertyactivities Total perfinancialstatements
2013 2013 2013
US $000 US $000 US $000
Investment Income
Switzerland - 4,037 4,037
Other European countries 317 - 317
United States 13,099 - 13,099
India (983) - (983)
Asia (115) - (115)
------ ------ ------
12,318 4,037 16,355
------ ------ ------
Investments
Switzerland - 122,615 122,615
Other European countries 16,660 - 16,660
United States 97,169 - 97,169
India 15,524 - 15,524
Asia 27,696 - 27,696
------ ------ ------
157,049 122,615 279,664
------ ------ ------
Year ended 31 December 2013 - Audited Equity and debtinstrumentsinvestmentactivities Investmentpropertyactivities Total perfinancialstatements
2013 2013 2013
US $000 US $000 US $000
Investment Income
Switzerland - 8, 145 8,145
Other European countries (888) - (888)
United States 18,941 - 18,941
India (3,749) - (3,749)
Asia (1,560) (1,560)
------ ------ ------
12,744 8,145 20,889
------ ------ ------
Investments
Switzerland - 129,916 129,916
Other European countries 14,521 - 14,521
United States 98,406 - 98,406
India 14,887 - 14,887
Asia 13,199 - 13,199
------ ------ ------
141,013 129,916 270,929
------ ------ ------
Investment income, comprising interest and dividend income, gains or losses on
investments, and investment property income, is allocated on the basis of the
customer's geographical location in the case of the investment property
activities segment and the issuer's location in the case of the equity and
debt instruments investment activities segment. Investments are allocated
based on the issuer's location.
During the period, 89% of the investment property rent relates to rental
income from a single customer (SBB - Swiss national transport authority) in
the investment property activities segment (June 2013: 89%, December 2013:
89%).
20. Interest and dividend income
Six monthsended 30 June2014Unaudited Six monthsended 30 June2013Unaudited Year ended31 December2013Audited
US $000 US $000 US $000
Interest from investments 64 225 663
Dividend income 14,005 12,386 28,405
------ ------ ------
14,069 12,611 29,068
------ ------ ------
21. Investment property income
Six monthsended 30 June2014Unaudited Six monthsended 30 June2013Unaudited Year ended31 December2013Audited
US $000 US $000 US $000
Gross rental income 3,039 2,891 5,846
Direct expenses (341) (230) (373)
------ ------ ------
2,698 2,661 5,473
------ ------ ------
All direct expenses relate to the generation of rental income.
22. (Loss) / gain on investments
Six monthsended 30 June2014Unaudited Six monthsended 30 June2013Unaudited Year ended31 December2013Audited
US $000 US $000 US $000
Gain / (loss) on sale of investments 2,409 356 (892)
Investment property revaluation - - (179)
Foreign exchange (loss) / gain (22) (12) 81
Loss due to impairment of available-for-sale financial assets (1,616) (1,279) (2,499)
Fair value (losses) / gains on financial assets through profit or loss (2,398) 527 (13,985)
Fair value (loss) /gains on investment in joint venture (524) - 524
Fair value gains on derivative instruments 1,575 1,590 3,519
Bank custody fees (40) (99) (221)
------ ------ ------
(616) 1,083 (13,652)
------ ------ ------
The investments disposed of during the period resulted in the following
realised gains / (losses) (i.e. in relation to their original acquisition
cost):
Six monthsended 30 June2014Unaudited Six monthsended 30 June2013Unaudited Year ended31 December2013Audited
US $000 US $000 US $000
Available-for-sale (1,982) (2,704) (3,953)
At fair value through profit or loss (534) 1,029 898
------ ------ ------
(2,516) 1,675 (3,055)
------ ------ ------
23. Other income
Six monthsended 30 June2014Unaudited Six monthsended 30 June2013Unaudited Year ended31 December2013Audited
US $000 US $000 US $000
Disposal gain 450 - -
Gain on liquidation of subsidiaries - - 55
------ ------ ------
450 - 55
------ ------ ------
Disposal gain relates to the sale of a fully amortized domain name.
24. Administrative expenses
Six monthsended 30 June2014Unaudited Six monthsended 30 June2013Unaudited Year ended31 December2013Audited
US $000 US $000 US $000
Legal expenses 41 22 57
Directors' fees and expenses 999 4,993 9,078
Professional and consulting fees 762 578 1,667
Other salaries and expenses 200 496 769
Office cost 130 139 284
Depreciation - 3 32
Other operating expenses 477 255 512
Provisions for legal and other cases - reversal - - (274)
Audit fees 56 37 134
------ ------ ------
2,665 6,523 12,259
------ ------ ------
25. Finance costs and income
Six monthsended 30 June2014Unaudited Six monthsended 30 June2013Unaudited Year ended31 December2013Audited
US $000 US $000 US $000
Finance costs
Bank interest on investment property loan* 1,828 1,743 3,555
Other swap interest cost 173 689
Other bank interest 158 282 495
Foreign exchange loss 298 520 503
------ ------ ------
2,457 2,545 5,242
Finance income
Foreign exchange gain 11 - 906
------ ------ ------
NetFinance costs 2,446 2,545 4,336
------ ------ ------
*Includes interest payments on a related interest rate swap.
26. Dividends
In January 2014, the Company announced an interim dividend of USD 5m (USD
0.0256 per ordinary share).
The Board of Directors will decide on the Company's dividend policy for 2014
based on profitability, liquidity requirements, portfolio performance, market
conditions, and the share price of the Group relative to its NAV.
27. Earnings per share
Basic profit per share has been calculated by dividing the net profit
attributable to ordinary shareholders of the parent by the weighted average
number of shares in issue of the parent during the relevant financial
periods.
Diluted profit per share is calculated after taking into consideration other
potentially dilutive shares in existence during the period.
Six monthsended 30 June2014Unaudited Six monthsended 30 June2013Unaudited Year ended31 December2013Audited
Profit for the year attributable to ordinary shareholders of the parent (USD 000) 10,856 7,284 2,474
--------- --------- ---------
Weighted average number of ordinary shares outstanding 195,289,583 198,095,143 196,692,363
--------- --------- ---------
Basic earnings per share (USD) 0.06 0.04 0.01
--------- --------- ---------
Weighted average number of ordinary shares outstanding 195,289,583 198,095,143 196,692,363
Dilutive effect of share options 95,687 - 83,102
--------- --------- ---------
Weighted average number of ordinary shares including the effect of potentially dilutive shares 195,385,270 198,095,143 196,775,465
--------- --------- ---------
Diluted earnings per share (USD) 0.06 0.04 0.01
--------- --------- ---------
The decrease in the weighted average number of ordinary shares outstanding is
due to the acquisition of treasury shares during 2013.
The Share options granted on 13 May 2008 have a dilutive effect on the
weighted average number of ordinary shares only, given that their exercise
price is lower than the average market price of the Company's shares on the
London Stock Exchange (AIM division) during the period ended 30 June 2014
(June 2013: no dilutive effect since exercise price was higher than the
average market price). All other share options do not impact the diluted
earnings per share for June 2014 and June 2013 as their exercise price was
higher than the average market price of the Company's shares during the period
ended 30 June 2014 and 2013.
28. Related party transactions
The Group is controlled by Groverton Management Ltd, an entity owned by Noam
Lanir, which
at 30 June 2014 held 79.06% (June 2013: 79.06%, December 2013: 79.06%) of the
Company's effective voting rights.
30 June2014Unaudited 30 June2013Unaudited 31 December2013Audited
US $000 US $000 US $000
Amounts receivable from key management
Other assets 3,948 5,076 4,512 (1)
Directors' current accounts 500 497 425
------- ------- -------
4,448 5,573 4,937
------- ------- -------
Amounts receivable from associate
Promissory notes - - 914 (2)
------- ------- -------
Amounts payable to other related party
Loan payable (1,212) (1,212) (1,212) (3)
Trade payable - (313) -
------- ------- -------
(1,212) (1,525) (1,212)
------- ------- -------
Amounts payable to key management
Directors' current accounts (35) (56) -
------- ------- -------
(35) (56) -
------- ------- -------
Key management compensation
Short term benefits
Executive directors fees 397 397 795 (4)
Executive directors reward payments 564 4,561 8,212
Non-executive directors fees 38 35 71
------- ------- -------
999 4,993 9.078
------- ------- -------
(1) Loans of USD 5.523m were made to a key management employee for the
acquisition of shares in the Company. Interest was payable on these loans at 6
month US LIBOR plus 0.25% per annum and the loans were secured on the shares
acquired. The loans were repayable on the earlier of the employee leaving the
Company or April 2013. In December 2012 the Board decided to renew the
outstanding amount of these loans for a period of another five years. Based on
the Board's decision, the outstanding amount will be reduced annually on a
straight line over five years, as long as the key management employee remains
with the Company. The relevant reduction in the loan amount for the period was
USD 0.564m. The loans are classified as "other assets" and are included under
trade and other receivables (note 11).
(2) Demand promissory notes of USD 0.914m were made from Covenant Credit
Partners LLC (maker) to Blackline Investments Inc. (holder). Interest on these
notes was at 2.0% per annum and has been fully repaid in June 2014.
(3) A loan with a balance at 30 June 2014 of USD 1.2m (June 2013: USD 1.2m,
December 2013: USD 1.2m)
has been received from a related company Chanpak Ltd. The loan is free of
interest, it is unsecured and is repayable on demand. This loan is included
within trade and other payables.
(4) These payments were made directly to companies to which they are related.
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 2014 or 2013.
Noam Lanir, through an Israeli partnership, is the major shareholder of
Babylon Limited, an Israel based Internet Services Company. The Group as of 30
June 2014 held a total of 1.941m shares at a value of USD 2.8m (June 2013:
3.915m shares at a value of USD 23.2m, December 2013: 3.915m shares at a value
of USD 9.3m) which represents 4.0% of its effective voting rights. The
investment in Babylon Ltd is included within public equity investments under
financial assets at fair value through profit or loss (note 5).
During the period the Group received administrative services of USD 0.62m in
connection with investments from an other related company Mash Medical Life
Tree Marketing Ltd.
29. Provisions
The movement in the provisions for the period is as follows:
30 June2014Unaudited 30 June2013Unaudited 31 December2013Audited
US $000 US $000 US $000
Legal and other matters
At 1 January 26 300 300
Amounts reversed - - (274)
Settlements (26) - -
------- ------- -------
At 30 June / 31 December - 300 26
------- ------- -------
30. Litigation
Ex employee vs Empire Online Ltd
In 2007 an ex employee of Empire Online Limited (the Company's former name)
filed a law suit against one of its Directors and the Company in the Labor
Court in Tel Aviv. According to the lawsuit the plaintiff claims compensation
relating to the sale of all commercial activities of Empire Online Limited
until the end of 2006, and the dissolution of the company and the terms of
termination of his employment with Empire Online Limited. The litigation
procedure is in progress in Israel.
Prior to the filing of the lawsuit in Israel, the Company filed a claim
against the plaintiff in the Court in Cyprus based upon claims concerning
breach of faith of the plaintiff towards his employers. Litigation was
completed in Israel and a final decision is pending.
On 5 March 2014, the Labor Court in Tel Aviv issued a ruling in which the
court denied most of the plaintiff's claims and accepted only his claim for
termination of employment. On 16 April 2014 the plaintiff filed an appeal
against the ruling.
No further information is provided on the above case as the Directors consider
it could prejudice the outcome of the appeal.
31. Commitments
The Group has no capital or other commitments as at 30 June 2014.
32. Events after the reporting date
There were no significant events after the reporting date.
33. Preparation of interim statements
Interim condensed consolidated financial statements are unaudited and do not
constitute statutory accounts within the meaning of The BVI Business Companies
Act 2004. Consolidated financial statements for Livermore Investments Group
Limited for the year ended 31 December 2013, 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 from the
Company's website www.livermore-inv.com.
Report by the Independent Auditors on Review of Condensed Interim Consolidated
Financial Statements to the Board of Directors of Livermore Investments Group
Limited
Independent Review Report on the Interim Condensed Consolidated Financial
Statements
We have reviewed the accompanying interim condensed consolidated financial
statements of Livermore Investments Group Limited (the ''Company'') and its
subsidiaries (''the Group'') on pages 10 to 34, which comprise the condensed
consolidated statement of financial position as at 30 June 2014 and the
condensed consolidated statement of profit or loss, and condensed consolidated
statements of comprehensive income, changes in equity and cash flows for the
six months then ended, and other explanatory notes.
Board of Directors' Responsibility for the Interim Condensed Consolidated
Financial Statements
The Company's Board of Directors is responsible for the preparation and fair
presentation of these interim condensed consolidated financial statements in
accordance with International Accounting Standard 34 ''Interim Financial
Reporting'' as adopted by the European Union.
Accountant's Responsibility
Our responsibility is to express a conclusion to the Company on these interim
condensed consolidated financial statements, based on our review. We conducted
our review in accordance with International Standard on Auditing 2410 ''Review
of Interim Financial Information Performed by the Independent Auditor of the
Entity''. This Standard requires that we plan and perform the review to obtain
moderate assurance as to whether the interim condensed consolidated financial
statements are free of material misstatement.
A review of interim financial information is limited primarily to making
inquiries of Company personnel and applying analytical and other review
procedures to financial data. 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
statements does not present fairly, in all material respects, the financial
position of Livermore Investments Group Limited and its subsidiaries as at 30
June 2014 and of its financial performance and its cash flows for the six
month period then ended in accordance with International Accounting Standard
34 ''Interim Financial Reporting'' as adopted by the European Union..
Other Matter
This report, including the conclusion, has been prepared for and only for the
Company's members 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.
Augoustinos Papathomas
Certified Public Accountant and Registered Auditor
for and on behalf of
Grant Thornton (Cyprus) Ltd
Certified Public Accountants and Registered Auditors
Limassol, 29 September 2014
This information is provided by RNS
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