3rd Quarter Results
November 05 2007 - 2:01AM
UK Regulatory
RNS Number:9675G
Titanium Asset Management Corp
05 November 2007
Titanium Asset Management Corp.
Interim report and unaudited accounts for the period from July 1, 2007 to
September 30, 2007
Chairman's Statement
I am happy to report that on September 27th 2007 our shareholders approved by an
overwhelming majority the purchase of 100% of the outstanding capital of
Sovereign Holdings LLC and of Wood Asset Management Inc, as well as the
acquisition of certain client mandates of Siesta Key Capital LLC. The purchases
were completed on October 1st 2007 and represent the first step in the execution
of our business strategy. We are saddened by the subsequent illness of Gary Wood
but believe that we have the management team in place to develop the Wood Asset
Management business alongside Sovereign Advisers. We are also actively pursuing
a number of other opportunities to purchase attractive investment management
businesses.
John Kuzan, Chairman
CEO Statement
With the purchase of Sovereign Holdings LLC and Wood Asset Management Inc we
have passed an important milestone in the development of Titanium Asset
Management Corp. On October 1st 2007 we were joined by the 33 employees of these
two businesses and Titanium is now managing well in excess of $3bn of clients'
assets.
Sovereign Advisers, based in Charlotte, North Carolina, manages risk controlled
fixed income portfolios. Based on unaudited figures for the nine months to
September 30th 2007 fee revenues were approximately in line with the same period
in 2006; assets under management were US$1.82bn compared to US$1.74bn at year
end.
Wood Asset Management, based in Sarasota, Florida has built an excellent long
term track record in the management of equity portfolios based on a relative
value style. Based on unaudited figures for the nine months to September 30th
2007 the company's revenues were running approximately 10% ahead of the
comparable figure in the previous year, on assets under management of US$1.45
billion. Investment returns before fees were approximately 3.3% ahead of the
Russell 1000 Value Index.
We have been saddened by the recent illness of Gary Wood, President of Wood
Asset Management. However, the firm is fortunate to have a strong leadership
team under the direction of Harold Hvideberg, Robert Stovall and Patricia
Woodruff.
Our strategy is to work with the executives at Sovereign and Wood to build
further on the sales and marketing momentum in each organisation through the
development of a common distribution program. We are also developing a common
approach to compliance, financial control and other organisational issues.
At the same time we are in active discussions with a number of parties on
acquisition opportunities. We are encouraged by the positive response that we
are finding to the Titanium business proposition.
John Sauickie, Chief Executive Officer
Titanium Asset Management Corp.
Interim report and unaudited accounts for the period from July 1, 2007 to
September 30, 2007
BALANCE SHEET as at September 30, 2007 (Unaudited)
Note Sept 30, 2007
$000s
ASSETS
Current Assets
Debtors - amounts due from brokers 8 -
- prepaid acquisition costs 32,352
- prepayments and accrued income 21
Cash at bank and in hand 4 80,186
Total Current Assets 112,559
Total Assets 112,559
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accrued expenses 15
Accounts payable 1,087
Amounts repayable to shareholders 3,892
Notes payable related parties -
Total Current Liabilities 4,994
Non - current liabilities - amounts due to brokers 2,091
COMMITMENTS
Temporary Equity 27,506
Stockholders' Equity
Share capital 5 2
Additional paid in capital 6 76,904
Profit and loss account 6 1,062
Total Stockholders' Equity 77,968
Total Liabilities and Stockholders' Equity 112,559
The accompanying notes are an integral part of these financial statements.
STATEMENT OF OPERATIONS
For the period from July 1,2007 to September 30, 2007
July 1, 2007 to Sept. Inception (2 Feb
30, 2007 $000s 2007) to date
$000s
Operating Costs 107 370
Operating Loss (107) (370)
Interest receivable 1,229 1,432
--------
Net Profit for the Period 1,122 1,062
========= ========
Net Profit Per Share, Basic 4.9 cents 9.8 cents
Net Profit Per Share, Fully Diluted 4.2 cents 8.6 cents
========= ========
Weighted Average Shares 22.88 mn 10.87 mn
Outstanding, Basic
Weighted Average Shares 26.88 mn 12.37 mn
Outstanding, Fully Diluted
There were no recognized gains and losses other than those shown in the
statement of operations.
All of the operating costs related to existing activities.
STATEMENT OF CASH FLOWS
For the period from July 1, 2007 to September 30, 2007
July 1, Inception
2007 to (February
September 2, 2007)
30, 2007 to Sep 30,
$000s 2007
$000s
Cash Flows from Operating Activities
Operating loss (107) (370)
Changes in operating assets and liabilities:
(Increase) in prepaid operating expenses (21) (21)
(Decrease)/inc rease in accrued expenses (198) 15
(Decrease) in Notes payable related party (50) -
Net Cash Used in Operating Activities (376) (376)
Returns on investment and servicing of finance
Interest received 1,432 1,432
Acquisitions and disposals
Prepaid costs of acquisition (32,352) (32,352)
Cash Flows from Financing Activities
Proceeds from issuance of share capital 10,989 120,025
Costs paid in relation to share issue (855) (8,543)
Net Cash Provided by Financing Activities 10,134 111,482
Net (Decrease)/ Increase in Cash (21,162) 80,186
Cash, Beginning of Period 101,348 Nil
Cash, End of Period 80,186 80,186
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Organization, business and operations
Titanium Asset Management Corp. (the "Company") was incorporated in Delaware on
February 2, 2007 as a blank check company, the objective of which is to acquire
one or more operating companies engaged in the asset management industry.
The Company was successfully listed on the London Alternative Investment Market
on 21 June 2007. The listing raised net proceeds of $110.4 million. The Company
has completed two acquisitions immediately after the period end on October 1,
2007. The Company is pursuing a number of other investment opportunities.
NOTE 2 - Basis of Preparation
These report and accounts have been prepared in accordance with accounting
principles generally accepted in the United States of America.
The following accounting policies have been applied consistently in dealing with
items which are material in realation to the financial information of Titanium
Asset Management Corp. set out in this report.
NOTE 3 - Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognized in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
Profit per common share Profit per common share is computed by dividing the net
profit by the weighted average number of shares of common stock and restricted
stock outstanding during the period. Warrants have been treated as dilutive to
the extent that they are exercisable below the average share price for the
period.
Common shares subject to repayment rights The proceeds from the issue of common
shares bearing the right to require repayment as explained in Note 5 have been
split as to 50% temporary shares and 50% stockholders equity to reflect the
potential for stockholders to require repurchase of their shares. Following the
shareholders agreement to the acquisition of Wood Asset Management and Sovereign
Advisers the cost of acquisition has been deducted from the trust account and
added to shareholders equity. The cost of shares to be repurchased has been
credited to short term liabilities with a commensurate reduction in shareholders
equity.
Option granted in relation to share issue
The fair value of the option granted to Sunrise Securities Corp. has been
credited to non-current liabilities. The cost of the option has been netted off
against reserves along with the other costs of admission.
Allocation of consideration for issue of units in the placing
The proceeds from the issue of shares in the placing on 21 June 2007, net of all
related costs, were allocated first to share capital in an amount equal to the
nominal value of shares issued, secondly to temporary equity in an amount equal
to 50% of the value of the trust fund and the remainder to additional paid in
capital.
NOTE 4 - Cash at bank and in hand
Sept 30,2007
$000s
Cash held by the Company 25,176
Cash held in trust for the Company 55,010
Cash at bank and in hand 80,186
The trust amount is held in a trust fund at a branch of J.P. Morgan Chase Bank,
N.A. maintained by Continental Stock Transfer and Trust Company, as trustee,
pursuant to an investment management agreement. The proceeds held in the trust
fund will not be released except upon a number of events as set out in the
document published by the Company in connection with its admission to AIM.
NOTE 5 - Share Capital
Authorized Called up and fully paid
Number $ Number $
Common Stock $0.0001 54,000,000 5,400 22,880,000 2,288
Restricted Shares $0.0001 720,000 72 720,000 72
Preferred Stock $0.0001 1,000,000 100 0
-------- -------
5,572 2,360
-------- -------
The holders of Common Stock arising from the issue of units on 21 June 2007 are
entitled to require the Company to repurchase their shares if at the time the
Company seeks approval for a business combination the stockholder votes against
the proposal. The holders of Common Stock are also entitled to require ther
Company to repurchase their shares if the Company seeks approval to extend the
deadline for a qualifying business combination and the shareholder votes against
the proposal. The repurchase price will be a per share price equal to a pro-rata
share of the trust fund, including interest earned and net of expenses and taxes
thereon (see Note 4). As at the balance sheet date 700,000 common shares
representing 3.05% of the issued share capital were due to be repurchased for a
total consideration of $3.9 million.
The Restricted Shares carry no rights to dividends except in the case of a
winding up of the Company. They convert on a one for one basis to Common Stock
if at any time within five years of their issue, and subsequent to a Business
Combination, the ten day average share price of the Common Stock exceeds $6.90.
No Preferred Stock had been issued at the balance sheet date and accordingly the
rights attaching to the Preferred Stock have not been set.
There were 20 million warrants in issue at the balance sheet date. Each warrant
entitles the holder to subscribe for Common Stock at $4.00 per share subsequent
to a Qualifying Business Combination. There were 20 million warrants in issue at
the balance sheet date.
The Company issued an option over 2 million Units to the placing agent. The
option is exercisable at $6.60 following a Qualifying Business Combination.
NOTE 6 - Reserves
Profit & Loss Additional Total
Paid in Capital
$000s $000s $000s
Brought forward at 1 July 2007 (60) 53,289 53,229
Retained profit for the period 1,122 - 1,122
Reallocation of temporary equity 27,494 27,494
Shares to be repurchased - (3,892) (3,892)
Overaccrual of issue expenses 13 13
1,062 76,904 77,966
NOTE 7 - Related parties
The Company paid $25,000 to Siesta Key Capital, LLC (an affiliate of Mr.
Sauickie) during the period for accounting and administrative services.
NOTE 8 - Post Balance Sheet Event
On October 1, 2007 the Company acquired Wood Asset Management and Sovereign
Advisers for an initial consideration of $32 million in cash and $5 million in
common shares. The deals provide for additional consideration of up to $11
million to be paid contingent on the acquired companies attaining some
performance targets. The Company also agreed to acquire certain investment
mandates of Siesta Key Capital, LLC estimated at $100mn, for a consideration
estimated at $0.5mn and payable in cash.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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