REG - Livermore Inv. Group - Interim Results <Origin Href="QuoteRef">AUIV.L</Origin> - Part 3
25/09/2015 07:00
- Part 3: For the preceding part double click ID:nRSY1603Ab
500,000 500,000 500,000
------------- ------------- -------------
Closing number of ordinary shares including the effect of potentially diluted shares 195,789,583 195,789,583 195,789,583
Diluted net asset value per share (USD) 0.81 0.86 0.82
--------- --------- ---------
Number of Shares
Ordinary shares 304,120,401 304,120,401 304,120,401
Treasury shares (108,830,818) (108,830,818) (108,830,818)
--------- --------- ---------
Closing number of ordinary shares in issue 195,289,583 195,289,583 195,289,583
--------- --------- ---------
The Share options granted on 13 May 2008 have a dilutive effect on the net
asset value per share, given that their exercise price is lower than the net
asset value per Company's share at 30 June 2015, 30 June 2014 and 31 December
2014. All other share options do not impact the diluted net asset value per
share for June 2015, June 2014 and December 2014 as their exercise price was
higher than the net asset value per Company's share at 30 June 2015, 30 June
2014 and 31 December 2014.
19. Segment reporting
The Group's monitoring and strategic decision making process in relation to
its investments, is separated into two activity lines, which are also
identified as the Group's operating segments. These operating segments are
monitored and strategic decisions are made on the basis of segment operating
results.
Segment information can be analysed as follows:
Six months ended 30 June 2015 - Unaudited Equity and debtinstrumentsinvestmentactivities Investmentpropertyactivities Total perfinancialstatements
Segment results 2015 2015 2015
US $000 US $000 US $000
Investment income
Interest and dividend income 11,850 - 11,850
Investment property income - 2,738 2,738
Loss on investments (10,944) - (10,944)
------ ------ ------
Gross profit 906 2,738 3,644
Administrative expenses (1,535) (344) (1,879)
------ ------ ------
Operating profit (629) 2,394 1,765
Finance costs (582) (694) (1,276)
Finance income 1,677 - 1,677
------ ------ ------
Profit before taxation 466 1,700 2,166
Taxation charge - (206) (206)
------ ------ ------
Profit for the period 466 1,494 1,960
------ ------ ------
Segment assets 126,416 125,143 251,559
------ ------ ------
Segment liabilities 19,762 73,960 93,722
------ ------ ------
Six months ended 30 June 2014 - Unaudited Equity and debtinstrumentsinvestmentactivities Investmentpropertyactivities Total perfinancialstatements
Segment results 2014 2014 2014
US $000 US $000 US $000
Investment income
Interest and dividend income 14,069 - 14,069
Investment property income - 2,698 2,698
(Loss) / gain on investments (2,016) 1,400 (616)
------ ------ ------
Gross profit 12,053 4,098 16,151
Other income 450 - 450
Administrative expenses (2,033) (632) (2,665)
------ ------ ------
Operating profit 10,470 3,466 13,936
Finance costs (622) (1,835) (2,457)
Finance income 11 - 11
------ ------ ------
Profit before taxation 9,859 1,631 11,490
Taxation charge - (634) (634)
------ ------ ------
Profit for the period 9,859 997 10,856
------ ------ ------
Segment assets 146,304 130,965 277,269
------ ------ ------
Segment liabilities 17,794 91,301 109,095
------ ------ ------
Year ended 31 December 2014 - Audited Equity and debtinstrumentsinvestmentactivities Investmentpropertyactivities Total perfinancialstatements
Segment results 2014 2014 2014
US $000 US $000 US $000
Investment income
Interest and dividend income 26,619 - 26,619
Investment property income - 5,159 5,159
(Loss) / gain on investments (9,946) 61 (9,885)
------ ------ ------
Gross profit 16,673 5,220 21,893
Other income 462 - 462
Administrative expenses (5,417) (1,802) (7,219)
------ ------ ------
Operating profit 11,718 3,418 15,136
Finance costs (4,254) (3,032) (7,286)
Finance income 109 - 109
------ ------ ------
Profit before taxation 7,573 386 7,959
Taxation charge - (755) (755)
------ ------ ------
Profit for the year 7,573 (369) 7,204
------ ------ ------
Segment assets 134,815 117,641 252,456
------ ------ ------
Segment liabilities 11,278 81,204 92,482
------ ------ ------
The Group's investment income and its investments are divided into the
following geographical areas:
Six months ended 30 June 2015 - Unaudited Equity and debtinstrumentsinvestmentactivities Investmentpropertyactivities Total perfinancialstatements
2015 2015 2015
US $000 US $000 US $000
Investment Income
Switzerland - 2,738 2,738
Other European countries (52) - (185)
United States 1,360 - 1,880
India (820) - (795)
Asia 418 - 6
------ ------ ------
906 2,738 3,644
------ ------ ------
Investments
Switzerland - 123,812 123,812
Other European countries 5,004 - 5,004
United States 74,931 - 74,931
India 12,475 - 12,475
Asia 4,686 - 4,686
------ ------ ------
97,096 123,812 220,908
------ ------ ------
Six months ended 30 June 2014 - Unaudited Equity and debtinstrumentsinvestmentactivities Investmentpropertyactivities Total perfinancialstatements
2014 2014 2014
US $000 US $000 US $000
Investment Income
Switzerland - 3,045 3,045
Other European countries 116 - 116
United States 13,658 - 13,658
India (311) - (311)
Asia (357) - (357)
------ ------ ------
13,106 3,045 16,151
------ ------ ------
Investments
Switzerland - 129,953 129,953
Other European countries 7,243 - 7,243
United States 92,033 - 92,033
India 15,148 - 15,148
Asia 6,847 - 6,847
------ ------ ------
121,271 129,953 251,224
------ ------ ------
Year ended 31 December 2014 - Audited Equity and debtinstrumentsinvestmentactivities Investmentpropertyactivities Total perfinancialstatements
2014 2014 2014
US $000 US $000 US $000
Investment Income
Switzerland - 6,732 6,732
Other European countries (723) - (723)
United States 18,400 - 18,400
India (1,729) - (1,729)
Asia (787) (787)
------ ------ ------
15,161 6,732 21,893
------ ------ ------
Investments
Switzerland - 116,609 116,609
Other European countries 6,225 - 6,225
United States 83,843 - 83,843
India 14,219 - 14,219
Asia 4,283 - 4,283
------ ------ ------
108,570 116,609 225,179
------ ------ ------
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 2014: 89%, December 2014:
89%).
20. Interest and dividend income
Six monthsended 30 June2015Unaudited Six monthsended 30 June2014Unaudited Year ended31 December2014Audited
US $000 US $000 US $000
Interest from investments 63 64 434
Dividend income 11,787 14,005 26,185
------ ------ ------
11,850 14,069 26,619
------ ------ ------
21. Investment property income
Six monthsended 30 June2015Unaudited Six monthsended 30 June2014Unaudited Year ended31 December2014Audited
US $000 US $000 US $000
Gross rental income 2,862 3,039 5,923
Direct expenses (124) (341) (764)
------ ------ ------
2,738 2,698 5,159
------ ------ ------
All direct expenses relate to the generation of rental income.
22. Loss on investments
Six monthsended 30 June2015Unaudited Six monthsended 30 June2014Unaudited Year ended31 December2014Audited
US $000 US $000 US $000
Gain / (loss) on sale of investments (577) 2,409 1,709
Investment property revaluation - - 61
Foreign exchange losses - (22) (232)
Loss due to impairment of available-for-sale financial assets (10,828) (1,616) (8,861)
Fair value gains / (losses) on financial assets through profit or loss 124 (2,398) (5,067)
Fair value loss on investment in joint venture - (524) (524)
Fair value gains on derivative instruments 399 1,575 3,133
Bank custody fees (62) (40) (104)
------ ------ ------
(10,944) (616) (9,885)
------ ------ ------
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 June2015Unaudited Six monthsended 30 June2014Unaudited Year ended31 December2014Audited
US $000 US $000 US $000
Available-for-sale (822) (1,982) (2,682)
At fair value through profit or loss (87) (534) (2,374)
------ ------ ------
(909) (2,516) (5,056)
------ ------ ------
23. Administrative expenses
Six monthsended 30 June2015Unaudited Six monthsended 30 June2014Unaudited Year ended31 December2014Audited
US $000 US $000 US $000
Legal expenses 55 41 118
Directors' fees and expenses 996 999 3,522
Professional and consulting fees 299 762 1,299
Other salaries and expenses 124 200 1,152
Office cost 153 130 299
Depreciation 4 - 13
Other operating expenses 213 477 657
Audit fees 35 56 159
------ ------ ------
1,879 2,665 7,219
------ ------ ------
24. Finance costs and income
Six monthsended 30 June2015Unaudited Six monthsended 30 June2014Unaudited Year ended31 December2014Audited
US $000 US $000 US $000
Finance costs
Bank interest on investment property loan* 694 1,828 3,032
Other swap interest cost - 173 496
Other bank interest 114 158 252
Foreign exchange loss 468 298 3,506
------ ------ ------
1,276 2,457 7,286
Finance income
Foreign exchange gain 1,677 11 109
------ ------ ------
NetFinance costs (401) 2,446 7,177
------ ------ ------
*Includes interest payments on a related interest rate swap until July 2014.
25. Dividends
In March 2015, 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 2015
based on profitability, liquidity requirements, portfolio performance, market
conditions, and the share price of the Group relative to its NAV.
26. 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 June2015Unaudited Six monthsended 30 June2014Unaudited Year ended31 December2014Audited
Profit for the year attributable to ordinary shareholders of the parent (USD 000) 1,960 10,856 7,204
--------- --------- ---------
Weighted average number of ordinary shares outstanding 195,289,583 195,289,583 195,289,583
--------- --------- ---------
Basic earnings per share (USD) 0.01 0.06 0.04
--------- --------- ---------
Weighted average number of ordinary shares outstanding 195,289,583 195,289,583 195,289,583
Dilutive effect of share options 77,318 95,687 84,418
--------- --------- ---------
Weighted average number of ordinary shares including the effect of potentially dilutive shares 195,362,901 195,385,270 195,374,001
--------- --------- ---------
Diluted earnings per share (USD) 0.01 0.06 0.04
--------- --------- ---------
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 2015, 30
June 2014 and the year ended 31 December 2014. All other share options do not
impact the diluted earnings per share for June 2015, June 2014 and December
2014 as their exercise price was higher than the average market price of the
Company's shares during the period ended 30 June 2015, 30 June 2014 and the
year ended 31 December 2014.
27. Related party transactions
The Group is controlled by Groverton Management Ltd, an entity owned by Noam
Lanir, which
at 30 June 2015 held 79.06% of the Company's effective voting rights.
30 June2015Unaudited 30 June2014Unaudited 31 December2014Audited
US $000 US $000 US $000
Amounts receivable from key management
Other assets 2,820 3,948 3,384 (1)
Directors' current accounts 2,512 500 2,497
------- ------- -------
5,332 4,448 5,881
------- ------- -------
Amounts payable to other related party
Loan payable (499) (1,212) (499) (2)
------- ------- -------
(499) (1,212) (499)
------- ------- -------
Amounts payable to key management
Directors' current accounts (66) (35) (80)
------- ------- -------
(66) (35) (80)
------- ------- -------
Key management compensation
Short term benefits
Executive directors' fees 398 397 795 (3)
Executive directors' reward payments 564 564 2,628
Non-executive directors' fees 34 38 74
Non-executive directors' reward payments - - 25
------- ------- -------
996 999 3.522
------- ------- -------
(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 is 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) A loan with a balance at 30 June 2015 of USD 0.499m (June 2014: USD 1.2m,
December 2014: USD 0.499m) 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.
(3) 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 2015 or 2014.
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 2015 held a total of 1.941m shares at a value of USD 0.997m (June 2014:
1.941m shares at a value of USD 2.8m, December 2014: 1.941m shares at a value
of USD 0.922m) which represents 3.8% 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 0.021m
(June 2014: USD 0.062m, December 2014: USD 0.103m) in connection with
investments from an other related company Mash Medical Life Tree Marketing
Ltd.
28. Litigation
Fairfield Sentry Ltd vs custodian bank and beneficial owners
One of the custodian banks that the Group 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 regards to the redemption of shares in Fairfield Sentry Ltd, which
were brought in 2008 at the request of Livermore and on its 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, the
Directors cannot form an estimate of the outcome for this case and therefore
no provision has been made.
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. On 10 June 2015 the court held a hearing of the appeal
but no final outcome has been reached.
No further information is provided on the above case as the Directors consider
it could prejudice the outcome of the appeal.
29. Commitments
The Group has no capital or other commitments as at 30 June 2015.
30. Events after the reporting date
In September 2015, the lease with SBB for the Wyler Park property was extended
from 2019 to 2029.
31. Preparation of interim statements
Interim condensed consolidated financial statements are unaudited.
Consolidated financial statements for Livermore Investments Group Limited for
the year ended 31 December 2014, 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 9 to 34, which comprise the condensed
consolidated statement of financial position as at 30 June 2015 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 2015 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, 24 September 2015
This information is provided by RNS
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