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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Argo Group Limited | LSE:ARGO | London | Ordinary Share | IM00B2RDSS92 | ORD USD0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 5.50 | 4.00 | 7.00 | 5.50 | 5.50 | 5.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Finance Services | 1.46M | -3.4M | -0.0872 | -0.63 | 2.14M |
From Apr 2019 to Apr 2024
TIDMARGO
RNS Number : 0932S
ARGO Group Limited
07 March 2019
Argo Group Limited
("Argo" or the "Company")
Annual Report and Accounts for the Year ended 31 December 2018
Argo today announces its final results for the year ended 31 December 2018.
The Company will today make available its report and accounts for the year ended 31 December 2018 on the Company's website www.argogrouplimited.com. These will be sent by post to shareholders in the next 2 weeks.
Key highlights for the twelve months ended 31 December 2018
- Revenues US$4.6 million (2017: US$10.3 million) - Operating loss US$0.8 million (2017: operating profit US$2.0 million) - Loss before tax US$1.2 million (2017: profit of US$4.7 million) - Net assets US$23.3 million (2017: US$24.7 million)
Commenting on the results and outlook, Kyriakos Rialas, Chief Executive of Argo said:
"As it turned out the second half of 2018 was a year to forget for most hedge funds as the best asset class proved to be cash. Argo was not immune from the general correction in market prices as they particularly affected emerging markets. The firm managed the risks not only by keeping a sizeable portion of the portfolio in cash but through our macro overlay we took short bets on market risk that contributed positively to performance along our USD positioning against emerging market currencies. We lost money on our distressed debt and USD sovereign debt but at much more modest level than the specific subindex of EMBI. The end result was a manageable drop of 5.65% gross for the year in our main fund, The Argo Fund, made up of 2.1% in fees and expenses and the rest in asset performance. January 2019 however started strongly with The Argo Fund up about 2.7%. The objective of the Group remains the increase of assets under management in The Argo Fund to well over US$100 million and we have been successful in the latter part of 2018 to reach around US$80 million. Despite the drop in the distressed credit fund following a liquidity event that allowed some redemptions we are looking to grow this fund and market it more actively to a wider group of investors. We have an attractive pipeline of transactions that could be interesting to long-term investors looking for uncorrelated returns. At the same time cost control is an ongoing process by streamlining expenses by closing holding companies which are no longer needed in the remaining illiquid investments."
Enquiries
Argo Group Limited
Andreas Rialas
020 7016 7660
Panmure Gordon
Dominic Morley
020 7886 2500
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.
CHAIRMAN'S STATEMENT
Key highlights for the twelve months ended 31 December 2018
- Revenues US$4.6 million (2017: US$10.3 million) - Operating loss US$0.8 million (2017: operating profit US$2.0 million) - Loss before tax US$1.2 million (2017: profit of US$4.7 million) - Net assets US$23.3 million (2017: US$24.7 million)
The Group and its objective
Argo's investment objective is to provide investors with absolute returns in the funds that it manages by investing in multi strategy investments in emerging markets.
Argo was listed on the AIM market in November 2008 and has a performance track record dating back to 2000.
Business and operational review
This report sets out the results of Argo Group Limited for the year ended 31 December 2018.
For the year ended 31 December 2018 the Group generated revenues of US$4.6 million (2017: US$10.3 million) with management fees accounting for US$4.1 million (2017: US$4.2 million). The Group also generated incentive fees of US$0.3 million (2017: US$ 5.9 million) during the year. The incentive fees earned during the year were from Argo Distressed Credit Fund ("ADCF").
Total operating costs, ignoring bad debt provisions, are US$4.0 million (2017: US$7.2 million). The decrease in operating costs is mainly due to no variable employee costs being paid during the year. The Group has provided against management fees of US$1.2 million (EUR1.0 million) (2017: US$1.4 million, EUR1.2 million) due from AREOF. In the Directors' view these amounts are fully recoverable however they have concluded that it would be appropriate to carry a provision against these receivables as the timing of the receipts may be outside the control of the Company and AREOF.
Overall, the financial statements show an operating loss for the year of US$0.8 million (2017: operating profit US$2.0 million) and a loss before tax of US$1.2 million (2017: profit of US$4.7 million) reflecting the realised and unrealised loss on current asset investments of US$0.6 million (2017: profit of US$2.5 million).
At the year end, the Group had net assets of US$23.3 million (2017: US$24.7 million) and net current assets of US$22.7 million (2017: US$24.2 million) including cash reserves of US$4.0 million (2017: US$5.0 million). The Directors are not declaring a final dividend.
Net assets include investments in TAF, AREOF, Argo Special Situations Fund LP ("ASSF") and ADCF (together referred to as "the Argo funds") at fair values of US$18.2 million (2017: US$10.6 million), US$0.1 million (2017: US$0.1 million), US$0.04 million (2017: US$0.03 million), and US$ nil (2017: US$4.2 million) respectively.
At the year end the Argo funds (excluding AREOF) owed the Group total management and performance fees of US$0.6 million (31 December 2017: US$6.2 million). The Group received full settlement of these fees in January 2019.
The Argo funds ended the year with Assets under Management ("AUM") at US$130.1 million (2017: US$146.8), 11% lower than at the beginning of the year. We are now looking to raise funds across the spectrum of our investing activity and various initiatives are being undertaken with existing and new investors. The current level of AUM remains below that required to ensure sustainable profits on a recurring management fee basis in the absence of performance fees. This has necessitated an ongoing review of the Group's cost basis. Nevertheless, the Group has ensured that the operational framework remains intact and that it retains the capacity to manage additional fund inflows as and when they arise.
The number of permanent employees of the Group at 31 December 2018 was 23 (2017: 23).
The Group has provided AREOF with a notice of deferral in relation to amounts due from the provision of investment management services, under which it will not demand payment of such amounts until the Group judges that AREOF is in a position to pay the outstanding liability. These amounts accrued or receivable at 31 December 2018 total US$nil (2017: US$nil) after a bad debt provision of US$8.9 million (EUR7.8 million) (2017: US$8.2 million (EUR6.8 million)). AREOF continues to meet part of this obligation to the Argo Group as and when liquidity allows. In November 2013, AREOF offered Argo Group Limited additional security for the continued support in the form of debentures and guarantees by underlying intermediate companies. Argo Group Limited retains this additional security. The AREOF management contract expires on the later of its termination or the sale of all assets in the Portfolio. The life of the fund was extended to 30 June 2034 during 2017.
Fund performance
The Argo Funds
Hot Features
Premium
2018 2017
Launch Year Year Since Annualised Sharpe Down
Fund date total total inception performance ratio months AUM
% % % CAGR % US$m
-------- ------- -------- ------------ ------------- ------- -------- -----
68 of
The Argo Fund Oct-00 -5.65 10.70 217.44 7.32 0.46 219 79.7
-------- ------- -------- ------------ ------------- ------- -------- -----
Argo Distressed
Credit 55 of
Fund Oct-08 1.58 65.60 234.51 14.47 0.62 123 27.5
-------- ------- -------- ------------ ------------- ------- -------- -----
Argo Special Situations 66 of
Fund LP Feb-12 26.8 115.45 -64.68 -0.86 -0.01 89 22.9
-------- ------- -------- ------------ ------------- ------- -------- -----
Total 130.1
------- -------- ------------ ------------- ------- -------- -----
* NAV only officially measured once a year in September.
AREOF's adjusted NAV at 30 September 2018* was US$15.0 million (EUR13.1 million), compared with US$0.7 million (EUR0.6 million) a year earlier. The Adjusted NAV per share at 30 September 2018 was US$0.0247 (EUR0.0216) (2017: US$0.001 (EUR0.001)). The improvement in NAV follows the completion of the restructuring of the loan supporting Riviera Shopping City in June 2018.
The main shareholders in AREOF are:
Entity No of Shares % ------------------------- ------------- ---- Argo Distressed Credit Fund 175,694,400 Argo Special Situations Fund LP 300,396,609 Argo Group Limited 30,056,500 Total 506,147,509 83% ------------------------- ------------- ----
2018 saw a sharp fall in valuations across most asset classes, driven by a number of factors including global growth slowdown fears; political uncertainty in both developed and emerging markets; US dollar strength amidst Fed quantitative tightening and interest rate hikes; and conflict between the US and some of its major trading partners, most notably China. As a result, investors were quick to call the end to both equity and fixed income bull markets. Emerging markets were not immune from the change in sentiment and in addition were affected by the currency crises in Argentina and Turkey. The NAV of TAF fell by 5.65% in 2018, compared with a gain of 10.7% the previous year. The Group's flagship fund is a diversified debt and macro fund which seeks to capture alpha through long and short investment in EM corporate, sovereign and liquid distressed credit and FX. TAF also uses a macro hedging overlay strategy to actively manage portfolio duration, volatility and correlation which helped pare losses during the year as it suffered on the back of the aforementioned EM crises and some trades which were affected by idiosyncratic factors. In particular, the fund's exposure to Argentina and Venezuela weighed on the portfolio although TAF's bottom up focused investment style allowed it to avoid various credit events and generated reasonable results considering the overall market environment. Investors are likely to continue being selective in 2019, focusing on countries where economic growth differentials are widening versus developed markets, fiscal policy remains responsible and external vulnerabilities are kept in check. For specific EM countries, domestic politics will play an important role in performance, with delivery from newly elected leaders important in several big Latin American countries, most notably Brazil. Indonesia has its presidential poll in April - where our expectation is that Jokowi will be re-elected - and India is also holding a general election in May.
Credit differentiation will continue to be key in 2019, with a focus on issuers with attractive uncorrelated investment cases, solid liquidity and low refinancing risk. The AUM of TAF was US$79.7 million at the end of the year and marketing activity is being continued with the objective of reaching an AUM level that would make the fund qualify for investment from institutional investors.
The NAV of ADCF rose a more modest 1.58% in 2018. The fund's largest position related to the leasing of a catalyst to an Indonesian refinery. Litigation had been commenced in Singapore in an effort to resolve the impasse between the ADCF and the debtor, but a settlement was finally agreed in September 2018 which resulted in a partial cash disbursement. It is anticipated that the balance of the monies owed will be realised in the first half of 2019.
ASSF also benefited from the litigation settlement referred to earlier. Its NAV rose by 26.8%, but this was due to approximately one third of investors participating in a tender offer at a discount to NAV which utilised proceeds from the Indonesian leasing receivable.
Dividends
The Directors are not declaring a final dividend but intend to restart dividend payments as soon as the Group's performance provides a consistent track record of profitability.
The Board will make a separate announcement on 7 March 2019 regarding a return of capital to shareholders via a buyback of shares.
Outlook
As previously stated, a significant increase in AUM is still required to ensure sustainable profits on a recurring management fee basis. The Group is well placed with capacity to absorb such an increase in AUM with negligible impact on operational costs.
Raising AUM remains Argo's top priority over the coming year. The Group's marketing efforts continue to focus on TAF which has an 18 year track record. However, the Group continues to seek opportunities to increase AUM either through existing fund structures or by identifying external partners with whom.to cooperate.
Over the longer term, the Board believes there is significant opportunity for growth in assets and profits and remains committed to ensuring the Group's investment management capabilities and resources are appropriate to meet its key objective of achieving a consistent positive investment performance in the emerging markets sector.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
YEARED 31 DECEMBER 2018
Year ended Year ended
31 December 31 December
2018 2017
Note US$'000 US$'000
Management fees 4,086 4,165
Performance fees 268 5,887
Other income 245 208
============================================= ====== ============ ===================
2(e),
Revenue 3 4,599 10,260
============================================= ====== ============ ===================
Legal and professional expenses (361) (289)
Management and incentive fees payable (70) (68)
Operational expenses (1,005) (1,022)
Employee costs 4 (2,604) (5,728)
Foreign exchange gain 1 (31)
Bad debts 11 (1,350) (1,110)
Depreciation 9 (12) (26)
============================================= ====== ============ ===================
Operating (loss)/profit 6 (802) 1,986
============================================= ====== ============ ===================
Interest income on cash and cash
equivalents 194 200
Realised and unrealised (losses)/gains
on investments (600) 2,549
============================================= ====== ============ ===================
(Loss)/profit on ordinary activities
before taxation 3 (1,208) 4,735
============================================= ====== ============ ===================
Taxation 7 (28) (194)
============================================= ====== ============ ===================
(Loss)/profit for the year after
taxation attributable to members
of the Company 8 (1,236) 4,541
Other comprehensive income
Items that may be reclassified subsequently
to profit or loss:
Exchange differences on translation
of foreign operations (155) 250
============================================= ====== ============ ===================
Total comprehensive income for the
year (1,391) 4,791
============================================= ====== ============ ===================
Year ended Year ended
31 December 31 December
2018 2017
US$ US$
Earnings per share (basic) 8 (0.03) 0.10
============================== ============ ============
Earnings per share (diluted) 8 (0.02) 0.09
============================== ============ ============
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2018
At 31 December At 31 December
2018 2017
Note US$'000 US$'000
Assets
Non-current assets
Land, fixtures, fittings and
equipment 9 212 227
Financial assets at fair value
through profit or loss 10 159 151
Loans and advances receivable 12 118 125
================================ ===== =============== ===============
Total non-current assets 489 503
================================ ===== =============== ===============
Current assets
Financial assets at fair value
through profit or loss 10 18,193 14,800
Trade and other receivables 11 751 6,442
Tax receivable 7 5 -
Cash and cash equivalents 13 4,005 5,031
Total current assets 22,960 26,273
================================ ===== =============== ===============
Total assets 3 23,449 26,776
================================ ===== =============== ===============
Equity and liabilities
Equity
Issued share capital 14 470 470
Share premium 28,022 28,022
Revenue reserve (2,363) (1,127)
Foreign currency translation
reserve 2(d) (2,860) (2,705)
================================ ===== =============== =============== Total equity 23,269 24,660 ================================ ===== =============== =============== Current liabilities Trade and other payables 15 180 2,097 Taxation payable 7 - 19 ================================ ===== =============== =============== Total current liabilities 3 180 2,116 ================================ ===== =============== =============== Total equity and liabilities 23,449 26,776 ================================ ===== =============== ===============
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
YEARED 31 DECEMBER 2018
Foreign
Issued currency
share Share Revenue translation
capital premium reserve reserve Total
2017 2017 2017 2017 2017
US$'000 US$'000 US$'000 US$'000 US$'000
As at 1 January 2017 481 28,211 (5,668) (2,955) 20,069
Total comprehensive income
Profit for the year after
taxation - - 4,541 - 4,541
Other comprehensive income - - - 250 250
Transactions with owners
recorded directly in
equity
Purchase of own shares
(note 14) (11) (189) - - (200)
As at 31 December 2017 470 28,022 (1,127) (2,705) 24,660
============================== ========== ========== ========== ============== ========
Foreign
Issued currency
share Share Revenue translation
capital premium reserve reserve Total
2018 2018 2018 2018 2018
US$'000 US$'000 US$'000 US$'000 US$'000
As at 1 January 2018 470 28,022 (1,127) (2,705) 24,660
Total comprehensive income
Loss for the year after
taxation - - (1,236) - (1,236)
Other comprehensive loss - - - (155) (155)
As at 31 December 2018 470 28,022 (2,363) (2,860) 23,269
============================ ========== ========== ========== ============== ========
CONSOLIDATED STATEMENT OF CASH FLOWS
YEARED 31 DECEMBER 2018
Year ended Year ended
31 December 31 December
2018 2017
Note US$'000 US$'000
Net cash inflow/(outflow) from
operating activities 17 3,136 (933)
Cash flows from investing activities
Interest received on cash and
cash equivalents 22 22
Share buy back - (200)
Purchase of financial assets
at fair value through profit
or loss 10 (4,000) -
Proceeds from sale of financial - -
assets at fair value through
profit or loss
Purchase of fixtures, fittings
and equipment 9 (8) (197)
Net cash used in investing
activities (3,986) (375)
====================================== ===== ============ ============
Net decrease in cash and cash
equivalents (850) (1,308)
Cash and cash equivalents at
1 January 2018 and
1 January 2017 5,031 6,126
Foreign exchange gain/(loss)
on cash and cash
equivalents (176) 213
Cash and cash equivalents as
at 31 December 2018 and 31
December 2017 4,005 5,031
====================================== ===== ============ ============
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2018
1. CORPORATE INFORMATION
The Company is domiciled in the Isle of Man under the Companies Act 2006. Its registered office is at 33-37 Athol Street, Douglas, Isle of Man, IM1 1LB and the principal places of business are at 10 Vasilissis Frederikis Street, 1066 Nicosia, Cyprus and 24-25 New Bond Street, London, W1S 2RR. The principal activity of the Company is that of a holding company and the principal activity of the wider Group is that of an investment management business. The functional currencies of the Group undertakings are US dollars, Sterling, Euros and Romanian Lei. The presentational currency is US dollars. The Group has 23 (2017: 23) employees.
Wholly owned subsidiaries Country of incorporation
Argo Capital Management (Cyprus) Limited Cyprus Argo Capital Management Limited United Kingdom Argo Capital Management Property Limited Cayman Islands Argo Property Management Srl Romania 2. ACCOUNTING POLICIES (a) Accounting convention
These consolidated financial statements have been prepared on a historical cost basis, except for the revaluation of certain financial instruments, and in accordance with International Financial Reporting Standards, as adopted by the EU.
Going concern
The financial statements have been prepared on a going concern basis which assumes that the Group will be able to meet its liabilities as they fall due for the foreseeable future.
The Directors have carried out a rigorous assessment of all the factors affecting the business in deciding to adopt the going concern basis for the preparation of the accounts. They have reviewed and examined the Group's financial and other processes including the annual budgeting process and expect the Group to have sufficient cash resources available in the foreseeable future. This has included the preparation of forecast financial information focussed on cash flow requirements through to at least March 2020. These forecasts reflect current cost patterns of the Group and take into consideration current liquidity constraints of funds under management and therefore their ability to settle management fees and other receivables (refer to notes 11 and 13).
On the basis of review of this forecast financial information, the liquid assets currently held and forecast inflows during the period, the Directors are confident that the Group has adequate financial resources available to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis for preparing the consolidated financial statements.
The Directors have therefore concluded that it is appropriate to prepare the consolidated financial statements on a going concern basis.
(b) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries. Subsidiaries are consolidated from the date upon which control is transferred to the Company and cease to be consolidated from the date upon which control is transferred from the Company.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Company. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
(c) Business combinations
The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date.
Goodwill
Goodwill arising on the consolidation represents the excess of the cost of the acquisition over the Company's interest in the fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition. Any excess of the Company's interest in the fair value of the identifiable assets and liabilities over the cost of the acquisition (negative goodwill) is immediately recognised in the Consolidated statement of profit or loss. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill which is recognised as an asset is reviewed at least annually for impairment. Any impairment is recognised immediately in the Consolidated statement of profit or loss.
Impairment of intangible assets
At each reporting date the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
(d) Foreign currency translation
The consolidated financial statements are expressed in US dollars. Transactions denominated in currencies other than US dollars have been translated at the rate of exchange prevailing at the date of the transaction. Assets and liabilities in other currencies are translated to US dollars at the rates of exchange prevailing at the reporting date. The resulting profits or losses are reflected in the Consolidated statement of profit or loss.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the year. Exchange differences arising, if any, are classified as equity and transferred to the Group's foreign currency translation reserve.
(e) Revenue
Revenue is recognised to the extent that it is probable that economic benefit will flow to the Group and the revenue can be reliably measured.
Management and incentive fees receivable
The Group recognises revenue for providing management services to funds. Revenue is accrued on a monthly basis on completion of management services. In the Argo funds revenue is based on the assets under management of each mutual fund and in the Argo Real Estate Opportunities Fund Limited ("AREOF") (managed by Argo Capital Management Property Limited) revenue is based on the gross proceeds of share placements.
Incentive fees arise monthly, quarterly or on realisation of an investment. Incentive fees are recognised in the month they arise. In addition, AREOF incentive fees may be triggered at any time on realisation of a property asset. The management and incentive fees receivable from AREOF are defined in the management contract between that company and Argo Capital Management Property Limited.
The Group has provided AREOF with a notice of deferral in relation to the amounts due from the provision of investment management services, under which it will not demand payment of such amounts until the Group judges that AREOF is in a position to pay the outstanding liability. In November 2013 AREOF offered Argo Group Limited additional security for the continued support in the form of debentures and guarantees by underlying intermediate companies.
(f) Depreciation
Plant and equipment is initially recorded at cost and depreciated on a straight-line basis over the expected useful lives of the assets, after taking into account the assets' residual values, as follows:
Leasehold 20% per annum Fixtures and fittings 33 1/3% per annum Office equipment 33 1/3% per annum Computer equipment and software 33 1/3% per annum (g) IFRS 9 "Financial instruments"
IFRS 9 "Financial instruments" replaces the provisions of IAS 39 that relate to recognition and derecognition of financial instruments and classification and measurement of financial assets and financial liabilities. IFRS 9 further introduces new principles for hedge accounting and a new forward--looking impairment model for financial assets.
The new standard requires debt financial assets to be classified into two measurement categories: those to be measured subsequently at fair value (either through other comprehensive income (FVOCI) or through profit or loss (either FVTPL or FVPL) and those to be measured at amortized cost. The determination is made at initial recognition. For debt financial assets the classification depends on the entity's business model for managing its financial instruments and the contractual cash flows characteristics of the instruments. For equity financial assets it depends on the entity's intentions and designation.
In particular, assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income. Lastly, assets that do not meet the criteria for amortised cost or fair value through other comprehensive income are measured at fair value through profit or loss.
For investments in equity instruments that are not held for trading, the classification depends on whether the entity has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. If no such election has been made or the investments in equity instruments are held for trading they are required to be classified at fair value through profit or loss.
IFRS 9 also introduces a single impairment model applicable for debt instruments at amortised cost and fair value through other comprehensive income and removes the need for a triggering event to be necessary for recognition of impairment losses. The new impairment model under IFRS 9 requires the recognition of allowances for doubtful debts based on expected credit losses (ECL), rather than incurred credit losses as under IAS 39. The standard further introduces a simplified approach for calculating impairment on trade receivables as well as for calculating impairment on contract assets and lease receivables; which also fall within the scope of the impairment requirements of IFRS 9.
For financial liabilities, the standard retains most of the requirements of IAS 39. The main change is that, in case where the fair value option is taken for financial liabilities, the part of a fair value change due to the entity's own credit risk is recorded in other comprehensive income rather than in profit or loss, unless this creates an accounting mismatch.
The Group has adopted IFRS 9 with a date of transition of 1 January 2018, which resulted in changes in accounting policies for recognition, classification and measurement of financial assets and liabilities and impairment of financial assets.
(h) Trade date accounting
All 'regular way' purchases and sales of financial assets are recognised on the 'trade date', i.e. the date that the entity commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of the asset within the time frame generally established by regulation or convention in the market place.
(i) Financial instruments
Financial assets - Classification
From 1 January 2018, the Group classifies its financial assets in the following measurement categories:
-- those to be measured subsequently at fair value (either through OCI or through profit or loss), and
-- those to be measured at amortised cost
The classification and subsequent measurement of debt financial assets depends on: (i) the Group's business model for managing the related assets portfolio and (ii) the cash flow characteristics of the asset. On initial recognition, the Group may irrevocably designate a debt financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
All other financial assets are classified as measured at FVTPL.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
Currently the Group holds only investments which have been classified as financial assets at fair value through profit or loss. Investments held at fair value in managed mutual funds are valued at fair value of the net assets as provided by the administrators of those funds. Where funds contain level 3 assets the Directors will consider the carrying value based on information regarding future expected cash flows using appropriate valuation techniques such as discounted cash flow analysis. Investments in the management shares of The Argo Fund Limited, Argo Distressed Credit Fund Limited and Argo Special Situations Fund LP are stated at fair value, being the recoverable amount. The Argo Fund can no longer trade in Level 3 assets under the terms of its new prospectus dated 1 March 2016.
Financial assets - Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current market transactions in the same instrument or by a valuation technique whose inputs include only data from observable markets.
Financial assets -- impairment -- credit loss allowance for ECL
From 1 January 2018, the Group assesses on a forward--looking basis the ECL for debt instruments (including loans) measured at Amortized Cost and FVOCI and with the exposure arising from loan commitments and financial guarantee contracts. The Group measures ECL and recognises credit loss allowance at each reporting date. The measurement of ECL reflects: (i) an unbiased and probability weighted amount that is determined by evaluating a range of possible outcomes, (ii) time value of money and (iii) all reasonable and supportable information that is available without undue cost and effort at the end of each reporting period about past events, current conditions and forecasts of future conditions.
Cash and cash equivalents
For the purpose of the cash flow statement, cash and cash equivalents comprise cash at bank. Cash and cash equivalents are carried at Amortized Cost because: (i) they are held for collection of contractual cash flows and those cash flows represent SPPI, and (ii) they are not designated at FVTPL.
Financial Liabilities
Financial liabilities are initially recognised at fair value and classified as subsequently measured at amortised cost, except for (i) financial liabilities at FVTPL: this classification is applied to derivatives, financial liabilities held for trading (e.g. short positions in securities), contingent consideration recognised by an acquirer in a business combination and other financial liabilities designated as such at initial recognition and (ii) financial guarantee contracts and loan commitments.
(j) Loans and borrowings
Loans and borrowings are recognised initially at fair value, net of transaction costs incurred. Loans and borrowings are subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings, using the effective interest method, unless they are directly attributable to the acquisition, construction or production of a qualifying asset, in which case they are capitalised as part of the cost of that asset. Loans and borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the statement of financial position date.
(k) Current taxation
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amounts are those enacted or substantively enacted by the reporting date.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Consolidated statement of profit or loss because it excludes items of income or expense that are taxable or deductible in other periods or because it excludes items that are never taxable or deductible.
(l) Deferred taxation
Deferred income tax is provided for using the liability method on temporary timing differences at the reporting date between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised in full for all temporary differences. Deferred tax assets are recognised for all deductible temporary differences, carried forward unused tax credits and unused tax losses to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and carry-forward of unused tax credits and unused losses can be utilised.
The carrying amount of deferred income tax assets is revalued at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that is probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability settled, based on tax rates that have been enacted or substantively enacted at the reporting date.
(m) Accounting estimates, assumptions and judgements
The preparation of the consolidated financial statements necessitates the use of estimates, assumptions and judgements. These estimates, assumptions and judgements affect the reported amounts of assets, liabilities and contingent liabilities at the reporting date as well as affecting the reported income and expenses for the year. Although the estimates are based on management's knowledge and best judgment of information and financial data, the actual outcome may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that and prior periods, or in the period of the revision and future periods if the revision affects both current and future periods.
In the process of applying the Group's accounting policies, which are described above, management has made best judgements of information and financial data that have the most significant effect on the amounts recognised in the consolidated financial statements:
- Investments fair value - Management fees - Trade receivables - Going concern - Loans and advances
It has been assumed that, when available, the audited financial statements of the funds under the Group's management will confirm the net asset values used in the calculation of management and performance fees receivable.
(n) Operating leases
Costs in respect of operating leases are charged on a straight line basis over the lease term. Benefits, such as rent free periods, received and receivable as incentives to take on operating leases are spread on a straight line basis over the lease term, or, if shorter than the full lease term, over the period to the review date on which the rent is first expected to be adjusted to the prevailing market rent.
(o) Financial instruments and fair value hierarchy
The following represents the fair value hierarchy of financial instruments measured at fair value in the consolidated statement of financial position. The 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;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.
(p) Future changes in accounting policies
IASB (International Accounting Standards Board) and IFRIC (International Financial Reporting Interpretations Committee) have issued the following standards and interpretations with an effective date after the date of these financial statements:
(i) Adopted by the EU
EU Effective date
New/Revised International Financial Reporting (accounting periods
Standards (IAS/IFRS) commencing on
or after)
-------------------------------------------------- ----------------------------
IFRS 16 Leases 1 January 2019
Amendments to IFRS 9: Prepayment Features with 1 January 2019
Negative Compensation
IFRIC Interpretation 23 "Uncertainty over Income 1 January 2019
Tax Treatments"
-------------------------------------------------- ----------------------------
(ii) Not adopted by the EU
Effective date
New/Revised International Financial Reporting - not yet endorsed
Standards (IAS/IFRS) by the EU
(accounting periods
commencing on
or after)
-------------------------------------------------- ---------------------
Amendments to IAS 28: Long-term Interests in 1 January 2019
Associates and Joint Ventures
Amendments to IAS 19: Plan Amendment, Curtailment 1 January 2019
or Settlement
Annual Improvements to IFRSs 2015-2017 Cycle 1 January 2019
- various standards
-------------------------------------------------- ---------------------
The Directors do not expect the adoption of these standards and interpretations to have a material impact on the Group's financial statements in the period of initial application.
Any standard adopted during the year has presentational impact only; it is therefore not necessary to adjust comparative information.
(q) Dividends payable
Interim and final dividends are recognised when declared.
3. SEGMENTAL ANALYSIS
The Group operates as a single asset management business.
The operating results of the companies set out in note 1 above are regularly reviewed by the Directors for the purposes of making decisions about resources to be allocated to each company and to assess performance. The following summary analyses revenues, profit or loss, assets and liabilities:
Argo Capital Argo Capital
Argo Management Argo Capital Management
Group (Cyprus) Management Property Year ended
Ltd Limited Limited Limited 31 December
2018 2018 2018 2018 2018
US$'000 US$'000 US$'000 US$'000 US$'000
Total revenues
for reportable
segments - 793 3,172 1,427 5,392
Intersegment
revenues - (793) - - (793)
Total profit/(loss)
for reportable
segments 1,865 (773) (1,726) (602) (1,236)
Intersegment
profit/(loss) 2,800 (1,000) (1,800) - -
Total assets
for reportable
segments 18.709 1,492 1,366 1,882 23,449
Total liabilities
for reportable
segments 38 24 73 45 180
===================== ======== ============= =============== ================= =============
Revenues, profit or loss, assets and liabilities Year ended
may be reconciled as follows:
31 December
2018
US$'000
Revenues
Total revenues for reportable segments 5,392
Elimination of intersegment revenues (793)
================================================== =============
Group revenues 4,599
================================================== =============
Profit or loss
Total loss for reportable segments (1,236)
Other unallocated amounts (-)
================================================== =============
Loss on ordinary activities (1,236)
================================================== =============
Assets
Total assets for reportable segments 24,425
Elimination of intersegment receivables (976)
Group assets 23,449
================================================== =============
Liabilities
Total liabilities for reportable segments 1,156
Elimination of intersegment payables (976)
================================================== =============
Group liabilities 180
================================================== =============
Argo Capital Argo Capital
Argo Management Argo Capital Management
Group (Cyprus) Management Property Year ended
Ltd Limited Limited Limited 31 December
2017 2017 2017 2017 2017
US$'000 US$'000 US$'000 US$'000 US$'000
Total revenues
for reportable
segments - 2,166 8,660 1,599 12,425
Intersegment
revenues - (2,165) - - (2,165)
Total profit/(loss)
for reportable
segments 2,269 1,276 1,482 (486) 4,541
Intersegment
profit/(loss) - 2,165 (2,165) - -
Total assets
for reportable
segments 15,846 1,107 6,941 2,882 26,776
Total liabilities
for reportable
segments 41 36 1,693 346 2,116
===================== ======== ============= =============== =============== =============
Revenues, profit or loss, assets and liabilities Year ended
may be reconciled as follows:
31 December
2017
US$'000
Revenues
Total revenues for reportable segments 12,425
Elimination of intersegment revenues (2,165)
================================================== =============
Group revenues 10,260
================================================== =============
Profit or loss
Total loss for reportable segments 4,541
Other unallocated amounts (-)
================================================== =============
Profit on ordinary activities 4,541
================================================== =============
Assets
Total assets for reportable segments 29,923
Elimination of intersegment receivables (3,147)
Group assets 26,776
================================================== =============
Liabilities
Total liabilities for reportable segments 5,263
Elimination of intersegment payables (3,147)
================================================== =============
Group liabilities 2,116
================================================== =============
4. EMPLOYEE COSTS
Year ended Year ended
31 December 31 December
2018 2017
US$'000 US$'000
Wages and salaries -under employment
contract 1,977 4,505
Wages and salaries - under service
contract 333 564
Social security costs 214 570
Other 79 89
====================================== ============== ==============
2,603 5,728
====================================== ============== ==============
5. KEY MANAGEMENT PERSONNEL REMUNERATION
Included in employee costs are payments to the following:
Year ended Year ended
31 December 31 December
2018 2017
US$'000 US$'000
Directors and key management personnel 1,005 3,247
======================================== ============== ==============
The remuneration of the Directors of the Company for the year was as follows:
Year ended Year ended
Cash bonus 31 December 31 December
Salaries Fees Benefits 2018 2017
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Executive
Directors
Kyriakos
Rialas 219 - - - 219 459
Andreas
Rialas 206 - 11 - 217 1,707
Non-Executive
Directors
Michael
Kloter - 52 - - 52 52
David Fisher - 33 - - 33 32
Ken Watterson - 33 - - 33 32
--------------- ------------- ---------- ------------- ------------- -------------- --------------
6. OPERATING (LOSS)/PROFIT
Operating (loss)/profit is stated after charging:
Year ended Year ended
31 December 31 December
2018 2017
US$'000 US$'000
Auditors' remuneration 73 74
Depreciation 12 26
Directors' fees 1,005 3,170
Operating lease 251 203
=========================== ============== ==============
7. TAXATION
Taxation rates applicable to the parent company and the Cypriot, UK, Luxembourg and Romanian subsidiaries range from 0% to 12.5% (2017: 0% to 12.5%).
Consolidated statement of profit or loss
Year ended Year ended
31 December 31 December
2018 2017
US$'000 US$'000
Taxation charge for the year on Group
companies 28 194
Tax on profit on ordinary activities 28 194
======================================= ============== ==============
The tax charge for the year can be reconciled to the profit on ordinary activities before taxation shown in the consolidated statement of profit or loss as follows:
Year ended Year ended
31 December 31 December
2018 2017
US$'000 US$'000
(Loss)/profit before tax (1,236) 4,735
======================================= ============== ==============
Applicable Isle of Man tax rate for
Argo Group Limited of 0% - -
Timing differences (2) (1)
Non-deductible expenses 6 2
Other adjustments (20) (231)
Tax effect of different tax rates
of subsidiaries operating in
other jurisdictions 44 424
======================================= ============== ==============
Tax charge 28 194
======================================= ============== ==============
Consolidated statement of financial position
At 31 December At 31 December
2018 2017
US$'000 US$'000
Corporation tax (receivable)/payable (5) 19
====================================== =============== ===============
8. EARNINGS PER SHARE
The Company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding, adjusted for the effects of all dilutive potential ordinary shares (see note 21).
Year ended Year ended
31 December 31 December
2018 2017
US$'000 US$'000
(Loss)/profit for the year after
taxation attributable to members (1,236) 4,541
===================================== ============== ==============
No. of No. of
Shares Shares
Weighted average number of ordinary
shares for basic earnings
per share 47,032,878 47,307,615
Effect of dilution (note 21) 4,340,000 4,340,000
===================================== ============== ==============
Weighted average number of ordinary
shares for diluted earnings per
share 51,372,878 51,647,615
===================================== ============== ==============
Year ended Year ended
31 December 31 December
2018 2017
US$ US$
Earnings per share (basic) (0.03) 0.10
Earnings per share (diluted) (0.02) 0.09
============================== ============== ==============
9. LAND, FIXTURES, FITTINGS AND EQUIPMENT
Fixtures, Land Total
fittings
& equipment
US$'000 US$'000 US$'000
Cost
At 1 January 2017 250 - 250
Additions 4 193 197
Disposals - - -
Foreign exchange movement 15 - 15
================================ ============= ========== ========
At 31 December 2017 269 193 462
Additions 8 - 8
Disposals - - -
Foreign exchange movement (11) (9) (20)
================================ ============= ========== ========
At 31 December 2018 266 184 450
================================ ============= ========== ========
Accumulated Depreciation
At 1 January 2017 200 - 200
Depreciation charge for period 26 - 26
Disposals - - -
Foreign exchange movement 9 - 9
================================ ============= ========== ========
At 31 December 2017 235 - 235
Depreciation charge for period 12 - 12
Disposals - - -
Foreign exchange movement (9) - (9)
================================ ============= ========== ========
At 31 December 2018 238 - 238
================================ ============= ========== ========
Net book value
At 31 December 2017 34 193 227
================================ ============= ========== ========
At 31 December 2018 28 184 212
================================ ============= ========== ========
10. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
31 December 31 December
2018 2018
Holding Investment in management Total cost Fair value
shares
US$'000 US$'000
10 The Argo Fund Ltd - -
100 Argo Distressed Credit - -
Fund Ltd
1 Argo Special Situations - -
Fund LP
- -
======== ========================= ============== ==============
Holding Investment in ordinary Total cost Fair value
shares
US$'000 US$'000
57,309 The Argo Fund Ltd* 15,472 18,193
Argo Real Estate Opportunities
30,056,500 Fund Ltd 988 119
Argo Special Situations
115 Fund LP 115 40
- Argo Distressed Credit - -
Fund Limited*
16,575 18,352
=========== ================================= =============== ====== ===============
31 December 31 December
2017 2017
Holding Investment in management Total cost Fair value
shares
US$'000 US$'000
10 The Argo Fund Ltd - -
100 Argo Distressed Credit - -
Fund Ltd
1 Argo Special Situations - -
Fund LP
- -
======== ========================= ============== ==============
Holding Investment in ordinary Total cost Fair value
shares
US$'000 US$'000
31,636 The Argo Fund Ltd* 7,159 10,644
Argo Real Estate Opportunities
10,899,021 Fund Ltd 988 119
Argo Special Situations
115 Fund LLP 115 32
Argo Distressed Credit
1,262 Fund Limited* 2,000 4 4,156
10,262 14,951
=========== =============================== ============= ==== =============
*Classified as current in the consolidated statement of financial position
In January 2018, the Group invested a further US$4 million in ADCF. In September 2018, the settlement from the leasing of a catalyst to an Indonesian Refinery in ADCF generated liquidity in that fund and the Group redeemed its investment of US$8.3 million in October 2018. These proceeds were immediately reinvested in TAF.
11. TRADE AND OTHER RECEIVABLES
At 31 December At 31 December
2018 2017
US$ '000 US$ '000
Trade receivables - Gross 9,752 14,489
Less: provision for impairment
of trade receivables (9,188) (8,264)
-------------------------------- ----------------- -----------------
Trade receivables - Net 564 6,225
Other receivables 111 110
Prepayments and accrued income 82 107
================================ ================= =================
757 6,442
================================ ================= =================
The Directors consider that the carrying amount of trade and other receivables approximates their fair value. All trade receivable balances are recoverable within one year from the reporting date except as disclosed below. Since the year end the Group received US$0.6million as part settlement of these trade receivables.
The Group has provided AREOF with a notice of deferral in relation to amounts due from the provision of investment management services, under which it will not demand payment of such amounts until the Group judges that AREOF is in a position to pay the outstanding liability. These amounts accrued or receivable at 31 December 2018 total US$nil (2017: US$nil) after a bad debt provision of US$8.9 million (EUR7.8 million) (2017: US$8.2 million (EUR6.8 million)). AREOF continues to meet part of this obligation to the Argo Group as and when liquidity allows.
In November 2013 AREOF offered Argo Group Limited additional security for the continued support in the form of debentures and guarantees by underlying intermediate companies. In the Directors' view these amounts are fully recoverable although they have concluded that it would not be appropriate to continue to recognise income from these investment management services going forward, as the timing of such receipts may be outside the control of the Company and AREOF.
The movement in the Group's provision for impairment of trade and loan receivables is as follows:
At 31 December At 31 December
2018 2017
US$ '000 US$ '000
As at 1 January 10,992 8,626
Bad debt recovered - (577)
Provision charged during the year 1,350 1,687
Foreign exchange movement (539) 1,256
As at 31 December 11,803 10,992
=================================== ================= =================
12. LOANS AND ADVANCES RECEIVABLE
At 31 December At 31 December
2018 2017
US$'000 US$'000
Deposits on leased premises - current 14 -
Deposits on leased premises - non-current
(see below) 104 125
Other loans and advances receivable - -
- current
Other loans and advances receivable - -
- non-current
============================================= =================== =========================
118 125
============================================= =================== =========================
The deposits on leased premises are retained by the lessor until vacation of the premises at the end of the lease term as follows:
At 31 December At 31 December
2018 2017
US$'000 US$'000
Current:
Lease expiring within one year 14 -
================================= ================== ==================
At 31 December At 31 December
2018 2017
US$'000 US$'000
Non-current:
Lease expiring in second year
after the reporting date - 15
Lease expiring in fourth year 104 -
after the reporting date
Lease expiring in fifth year
after the reporting date - 110
104 125
=============================== ================== ==================
13. CASH AND CASH EQUIVALENTS
Included in cash and cash equivalents is a balance of US$23,000 (EUR20,000) (2017: US$24,000) which represents a bank guarantee in respect of credit cards issued to Argo Capital Management Property Limited. Due to the nature of this balance it is not freely available.
14. SHARE CAPITAL
The Company's authorised share capital is unlimited ordinary shares with a nominal value of US$0.01.
31 December 31 December 31 December 31 December
2018 2018 2017 2017
No. US$'000 No. US$'000
Issued and fully paid
Ordinary shares of
US$0.01 each 47,032,878 470 48,032,878 470
======================= ============= ============ =============== ===============
47,032,878 470 47,032,878 470
======================= ============= ============ =============== ===============
The Directors do not recommend the payment of a final dividend for the year ended 31 December 2018 (31 December 2017: US$nil).
During 2017, the Directors authorised the repurchase of 1,065,616 shares at a total cost of USD$0.2 million.
15. TRADE AND OTHER PAYABLES
At 31 December At 31 December
2018 2017
US$ '000 US$ '000
Trade and other payables 15 4
Other creditors and accruals 165 2,093
============================== =============== ===============
180 2,097
============================== =============== ===============
Trade and other payables are normally settled on 30-day terms.
16. OBLIGATIONS UNDER OPERATING LEASES
Operating lease payments represent rentals payable by the Group for certain of its business premises. The leases have no escalation clauses or renewal or purchase options and no restrictions imposed on them.
As at the reporting date, the Group had outstanding future minimum lease payments under non-cancellable operating leases, which fall due as follows:
At 31 December At 31 December
2018 2017
US$ '000 US$ '000
Operating lease liabilities:
Within one year 223 252
In the second to fifth years
inclusive 414 655
================================ =============== ===============
Present value of minimum lease
payments 637 907
================================ =============== ===============
17. RECONCILIATION OF NET CASH OUTLOW FROM OPERATING ACTIVITIES TO
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
Year ended Year ended
31 December 31 December
2018 2017
US$ '000 US$ '000
(Loss)/profit on ordinary activities
before taxation (1,236) 4,735
Interest income (194) (200)
Depreciation 12 26
(Decrease)/increase in payables (1,917) 414
Decrease/increase in receivables 5,863 (3,188)
Decrease/(increase) in fair
value of current asset investments 600 (2,550)
Net foreign exchange loss 31 31
Income taxes paid (47) (201)
====================================== ============== ==============
Net cash inflow/(outflow) from
operating activities 3,136 (933)
====================================== ============== ==============
18. RELATED PARTY TRANSACTIONS
All Group revenues derive from funds or entities in which two of the Company's directors, Andreas Rialas and Kyriakos Rialas, have an influence through directorships and the provision of investment services.
At the reporting date the Company holds investments in The Argo Fund Limited, Argo Real Estate Opportunities Fund Limited ("AREOF") and Argo Special Situations Fund LP. These investments are reflected in the consolidated financial statements at a fair value of US$18.2 million, US$0.1 million, and US$0.04 million respectively.
The Group has provided AREOF with a notice of deferral in relation to amounts due from the provision of investment management services, under which it will not demand payment of such amounts until the Group judges that AREOF is in a position to pay the outstanding liability. These amounts accrued or receivable at 31 December 2018 total US$nil (2017: US$nil) after a bad debt provision of US$8.9 million. (EUR7.8 million) (2017: US$8.2 million (EUR6.8 million)). AREOF continues to meet part of this obligation to the Argo Group as and when liquidity allows. In November 2013, AREOF offered Argo Group Limited additional security for the continued support in the form of debentures and guarantees by underlying intermediate companies. Argo Group Limited retains this additional security.
At the year end, Argo Group was owed loans repayable on demand of US$2.2 million (EUR1.9 million) (2017: US$2.0 million, EUR1.7 million) by AREOF accruing interest at 10%. The company was also owed a further amount of US$0.4 million (EUR0.4 million) (2017: US$0.7 million, EUR0.6 million) for expenses it paid on behalf of AREOF Group entities. A full provision has been made in the consolidated financial statements against this balance at the current and prior year end.
David Fisher, a non-executive director of the Company, is also a non-executive director of AREOF.
19. FINANCIAL INSTRUMENTS RISK MANAGEMENT
(a) Use of financial instruments
The wider Group has maintained sufficient cash reserves not to use alternative financial instruments to finance the Group's operations. The Group has various financial assets and liabilities such as trade and other receivables, loans and advances, cash, short-term deposits, and trade and other payables which arise directly from its operations.
The Group's non-subsidiary investments in funds were entered into with the purpose of providing seed capital, supporting liquidity and demonstrating the commitment of the Group towards its fund investors.
(b) Market risk
Market risk is the risk that a decline in the value of assets adversely impacts on the profitability of the Group, either as a result of an asset not meeting its expected value or through the decline of assets under management generating lower fees. The principal exposures of the Group are in respect of its seed investments in its own funds (refer to note 10). Lower management fee and incentive fee revenues could result from a reduction in asset values.
(c) Capital risk management
The primary objective of the Group's capital management is to ensure that the Company has sufficient cash and cash equivalents on hand to finance its ongoing operations. This is achieved by ensuring that trade receivables are collected on a timely basis and that excess liquidity is invested in an optimum manner by placing fixed short-term deposits or using interest bearing bank accounts.
At the year-end cash balances were held at Royal Bank of Scotland, Bank of Cyprus and Bancpost.
(d) Credit/counterparty risk
The Group will be exposed to counterparty risk on parties with whom it trades and will bear the risk of settlement default. Credit risk is concentrated in the funds under management and in which the Group holds significant investments as detailed in notes 10, 11 and 13. As explained within these notes the Group is experiencing collection delays with regard to management fees receivable and monies advanced. Some of the investments in funds under management (note 10) are illiquid and may be subject to events materially impacting recoverable value.
The Group's principal financial assets are bank and cash balances, trade and other receivables and investments held at fair value through profit or loss. These represent the Company's maximum exposure to credit risk in relation to financial assets and are represented by the carrying amount of each financial asset in the statement of financial position.
At the reporting date, the financial net assets past due but not impaired amounted to US$nil (2017: US$nil).
e) Liquidity risk
Liquidity risk is the risk that the Group may be unable to meet its payment obligations. This would be the risk of insufficient cash resources and liquid assets, including bank facilities, being available to meet liabilities as they fall due.
The main liquidity risks of the Group are associated with the need to satisfy payments to creditors. Trade payables are normally on 30-day terms (note 15).
As disclosed in note 2(a), Accounting Convention: Going Concern, the Group has performed an assessment of available liquidity to meet liabilities as they fall due during the forecast period. The Group has concluded that it has sufficient resources available to manage its liquidity risk during the forecast period.
(f) Foreign exchange risk
Foreign exchange risk is the risk that the Group will sustain losses through adverse movements in currency exchange rates.
The Group is subject to short-term foreign exchange movements between the calculation date of fees in currencies other than US dollars and the date of settlement. The Group holds cash balances in US Dollars, Sterling, Romanian Lei and Euros with carrying amounts as follows: US dollar - US$2.3 million, Sterling - US$0.1 million and Euros - US$1.6 million.
If there was a 5% increase or decrease in the exchange rate between the US dollar and the other operating currencies used by the Group at 31 December 2018 the exposure would be a profit or loss to the Consolidated statement of comprehensive income of approximately US$0.1 million (2017: US$0.1 million).
(g) Interest rate risk
The interest rate profile of the Group at 31 December 2018 is as follows:
Instruments
Total as Variable Fixed interest on which
per balance interest rate instruments no interest
sheet rate instruments* is receivable
US$ '000 US$ '000 US$ '000 US$ '000
Financial Assets
Financial assets at
fair value
through profit or
loss 18,352 - - 18,352
Loans and receivables 880 104 - 776
Cash and cash equivalents 4,005 41 2,256 1,708
=========================== ============== ==================== =================== =================
23,237 145 2,256 20,839
=========================== ============== ==================== =================== =================
Financial liabilities
Trade and other payables 180 - - 180
=========================== ============== ==================== =================== =================
* Changes in the interest rate may cause movements.
The average interest rate at the year end was 1.05%. Any movement in interest rates would have an immaterial effect on the profit/(loss) for the year.
The interest rate profile of the Group at 31 December 2017 is as follows:
Instruments
Total as Variable Fixed interest on which
per balance interest rate instruments no interest
sheet rate instruments* is receivable
US$ '000 US$ '000 US$ '000 US$ '000
Financial Assets
Financial assets at
fair value
through profit or
loss 14,951 - - 14,951
Loans and receivables 6,567 125 - 6,442
Cash and cash equivalents 5,031 265 2,098 2,668
=========================== ============== ==================== =================== ===============
26,549 390 2,098 24,061
=========================== ============== ==================== =================== ===============
Financial liabilities
Trade and other payables 2.097 - - 2,097
=========================== ============== ==================== =================== ===============
* Changes in the interest rate may cause movements.
The average interest rate at the year end was 1.09%. Any movement in interest rates would have an immaterial effect on the profit/(loss) for the year.
(h) Fair value
The carrying values of the financial assets and liabilities approximate the fair value of the financial assets and liabilities and can be summarised as follows:
At 31 December At 31 December
2018 2017
US$ '000 US$ '000
Financial Assets
Financial assets at fair value
through profit or loss 18,352 14,951
Loans and receivables 880 6,567
Cash and cash equivalents 4,005 5,031
================================= ================= =================
23,237 26,549
================================ ================= =================
Financial Liabilities
Trade and other payables 180 2,097
================================= ================= =================
Financial assets and liabilities, other than investments, are either repayable on demand or have short repayment dates. The fair value of investments is stated at the redemption prices quoted by fund administrators and are based on the fair value of the underlying net assets of the funds because, although the funds are quoted, there is no active market for any of the investments held.
Fair value hierarchy
The table below analyses financial instruments measured at fair value at the end of the reporting period by the level of the fair value hierarchy (note 2o).
At 31 December 2018
Level 1 Level 2 Level 3 Total
US$ '000 US$ '000 US$ '000 US$ '000
Financial assets
at fair value through
profit or loss - 18,193 159 18,352
========================== ========== ========= ========= =========
At 31 December 2017
Level 1 Level 2 Level 3 Total
US$ '000 US$ '000 US$ '000 US$ '000
Financial assets
at fair value through
profit or loss - 14,800 151 14,951
======================== ========== ========= ========= =========
The following table shows a reconciliation from the opening balances to the closing balances for fair value measurements in Level 3 of the fair value hierarchy:
Unlisted Listed open
closed ended ended investment
investment fund
fund Emerging markets
Real Estate Total
US$ '000 US$ '000 US$ '000
Balance as at 1 January
2018 119 32 151
Total losses recognized
in profit or loss - 8 8
Purchases - - -
Sales - - -
Transfer to level 2 - - -
Balance as at 31 December
2018 119 40 159
=========================== ========================= ==================== =========
20. EVENTS AFTER THE REPORTING DATE
The Board will make a separate announcement on 7 March 2019 regarding a return of capital to shareholders via a buyback of shares. The Board intends to use up to GBP2.5 million to acquire Ordinary Shares.
21. SHARE-BASED INCENTIVE PLANS
On 14 March 2011 the Group granted options over 5,900,000 shares to directors and employees under The Argo Group Limited Employee Stock Option Plan. The options are exercisable in at an exercise price of 24p per share within 10 years of the grant date.
The fair value of the options granted was measured at the grant date using a Black-Scholes model that takes into account the effect of certain financial assumptions, including the option exercise price, current share price and volatility, dividend yield and the risk-free interest rate. The fair value of the options granted is spread over the vesting period of the scheme and the value is adjusted to reflect the actual number of shares that are expected to vest.
The principal assumptions for valuing the options were:
Exercise price (pence) 24.0
Weighted average share price
at grant date (pence) 17.0
Weighted average option life
at grant date (years) 10.0
Expected volatility (% p.a.) 15.0
Dividend yield (% p.a.) 10.0
Risk-free interest rate (% p.a.) 0.907
The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The total charge to employee costs in respect of this incentive plan is GBPnil (2017: GBPnil).
The number and weighted average exercise price of the share options during the period is as follows:
Weighted average No. of share
exercise price options
Outstanding at beginning of period 24.0p 4,340,000
Granted during the period 24.0p -
Forfeited during the period 24.0p -
==================================== ================= =============
Outstanding at end of period 24.0p 4,340,000
==================================== ================= =============
Exercisable at end of period 24.0p 4,340,000
==================================== ================= =============
The options outstanding at 31 December 2018 have an exercise price of 24p and a weighted average contractual life of 3 years. Outstanding share options are contingent upon the option holder remaining an employee of the Group.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
FR UNSBRKNAORAR
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March 07, 2019 02:00 ET (07:00 GMT)
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