proptrade
- 16 Mar 2006 09:05
- 467 of 508
they really are a great set of numbers...
Crosby Capital Partners Inc
16 March 2006
Crosby Capital Partners Inc.
(the 'Company' and, together with its subsidiaries, the 'Group' or 'Crosby')
Preliminary Results - Year ended 31 December 2005
16 March 2006
Crosby Capital Partners is a leading independent, deal-focused, Asia-oriented
merchant banking and asset management group.
Highlights 2005
Total income - US$151 million (2004: US$55 million)
Profit attributable to shareholders - US$112 million (2004: US$34
million)
Shareholder equity - US$151 million (2004: US$50 million)
Earnings per share (basic) US$0.47 (2004: US$0.15)
Assets under management - US$ 1.06 billion (2004: US$400 million)
Special dividend of US$0.05 per share paid in October 2005 (2004: Nil)
Simon Fry, CEO, commented:
'In 2005 Crosby Capital Partners recorded a three-fold increase in profits and
shareholder equity - with no increase in liabilities. This sterling performance,
achieved through the continuing single-minded focus, determination, ingenuity
and skill of our people, underpinned a total return to shareholders of
approximately 300%. Crosby's strategy and credibility are now firmly
established, and we have a clear objective: to provide our shareholders with
exceptional risk-adjusted return over the medium term. I firmly believe that our
current portfolio of deals, as well as our pipeline of new deals will enable us
to build on the successes of 2004 and 2005 to deliver further exceptional gains
to shareholders in coming years.'
Robert Owen, Chairman, commented:
'With profit attributable to shareholders of US$112 million and shareholders'
equity more than tripling to US$151 million, 2005 was another very encouraging
year for Crosby Capital Partners. This strong operating performance was
reflected in Crosby's share price: CSB.LN was one of the top ten performing
shares on AIM and is now a constituent of the FTSE AIM 100 index. It has always
been Crosby's policy to value its investments at fair value, but on a
conservative basis. In the current year a significant proportion of those
investments have been converted into listed securities, and as a consequence of
the requirements under IFRS, Crosby is obliged to mark to market listed
securities it holds without making adjustments for such factors as liquidity. As
a result of this new accounting requirement, profit attributable to shareholders
is somewhat greater than would have been the case using last year's valuation
methodology. On the other hand, we have continued to apply a conservative
approach to the valuation of our unlisted securities, including our IB Daiwa
warrants.'
For further information on Crosby please contact:
Simon Fry, Chief Executive Officer on +44 (0)207 590 2800, or
Cara Kiewel, Head of Corporate Communications and Investor Relations on +44 (0)
207 590 2808
Chief Executive Officer's Report
Overview
Following on from Crosby's success in 2004, I am very pleased to be able to
comment on an even better performance in 2005. A three-fold increase in both
profits and shareholders' equity - with no increase in liabilities - has led to
a strong share price performance, resulting in a total return to investors of
approximately 300%. Our strategy and Crosby's credibility are now firmly
established, and we have a clear objective: to provide our shareholders with an
exceptional risk-adjusted total-return over the medium term.
Merchant banking activities were the main driver of the increase in pre-tax
profits. In particular, whilst we continued to harvest profits from the Novus
Petroleum transaction which was initiated in 2003, significant returns were also
generated from the interest we acquired in March 2005 in JASDAQ-listed IB Daiwa
Corporation. The Crosby initiated restructuring of IB Daiwa as a 'pure-play'
natural resource company (with a particular focus on US oil and gas) has created
a company with truly exciting prospects for even further growth. I believe that
IB Daiwa is now very well positioned to deliver another significant contribution
to Crosby's performance in the coming year. Consequently, on a fully diluted
basis and assuming we exercise all of our warrants, we continue to hold (through
two subsidiaries) a 28% interest in IB Daiwa.
Whilst the success of our merchant banking deals is firmly based on the
commitment, expertise, imagination and sheer hard work of our staff, the Firm
also benefits from a business model that makes Crosby distinct from the
investment banks, hedge funds and private equity firms with whom we are often
compared. At Crosby we focus on identifying undervalued assets within sectors
that are either under-researched or out of favour, and whose value is obscured
by complex and inefficient capital, management or ownership structures. We then
work with funding and operating partners to proactively realise, and share in,
the inherent under-valuation we have identified. When working together with
these partners, Crosby's return from a deal is usually based on some form of
carried interest or direct equity participation in the restructured assets, and,
once a deal has been completed, income and profits from the carried interests or
equity positions that we hold are often far more substantial than the fee-based
income generated by more traditional investment banking activities.
Crosby's approach also means that our deals often spend up to eighteen months in
'gestation', and we tend to avoid transactions where we are in anything less
than a controlling position. Again, this is in direct contrast to the majority
of hedge funds and private equity firms. When evaluating any particular
opportunity, we are able to be more flexible in both our internal resource
allocation and in our time frame for generating returns than many of our
competitors. Our approach provides us with the ability to work with the most
appropriate funding and operating partners for any given deal, and ensures that
Crosby's interests are aligned with those of our partners. Thus Crosby can
provide both the professional expertise and financial resources to execute
large, complex financial transactions comparable to those handled by top-tier
global investment banks, whilst retaining the responsiveness, independence and
focus of a smaller firm.
In this respect it is worth noting that our own experience as a smaller listed
company provides us with a useful perspective when assessing other listed
companies that trade, in market capitalisation terms, between US$100 million and
US$1 billion. We understand and appreciate the disparity that often exists
between the actual operations and assets of a company versus the information
that is used by investors and analysts in general to evaluate the share price.
Taking advantage of the situation when the disparity is large, and when an
acquisition can be structured efficiently, can lead to significant profits.
2005 also saw important progress in our asset management businesses: revenue
increased from just under US$1 million in 2004 to US$5.5 million in 2005 and
assets under management rose from US$400 million at the start of the year to
over US$1 billion at year end. The Crosby Wealth Management ('CWM') business was
the dominant factor behind this growth. Since the launch of Crosby Wealth
Management in May 2005, the business has steadily built its client base and by
the end of the year CWM's assets under management stood at just over US$650
million.
Our current focus on Asia and natural resources has led us into deals that
involve parties who span the globe from London across the Middle East and Asia
to North and South America, and with each venture, we increase recognition of
the Crosby proposition and expand our sources of business opportunities.
2005 has been a busy year for Crosby. A more complete outline of the year's
activities can be found on our website,
www.crosby.com,
and I encourage you to
read the 'Highlights and Business Review' posted on the site.
Outlook
Our various undertakings and achievements during the year have provided the
Group with a high level of credibility with investors and partners, and supply
the foundations on which to build the business even further. I remain very
confident that 2006 and 2007 will be eventful and successful years. Our current
portfolio is well positioned to deliver further significant gains as it
continues to mature and our pipeline of new (as yet non-public) deals continues
to grow. I look forward to being able to report to you on these projects as they
progress. Of the deals that are currently in the public domain I believe the
most exciting prospect for 2006 is the potential for the IB Daiwa stock price to
fundamentally re-rate.
At IB Daiwa, not only is the restructuring of the operating business now largely
complete but the company also owns both producing oil and gas assets, which will
contribute substantial real earnings to the bottom line in the current financial
year, and an exciting portfolio of exploration and drilling prospects. In
addition to the existing production, with the completion of the farm-outs in
December '05 and March '06, this year's main drilling programmes are now fully
funded and drilling is already underway. As the earnings begin to flow through
to IB Daiwa's accounts and the value of these both proven and development assets
is confirmed and understood, I believe that they should be reflected more fully
in their stock price. As the new business continues to develop positively and
the operational restructuring is completed, I believe the prospect of IB Daiwa's
being released from the category of companies under special supervision by
Jasdaq (known as the Kanri Post) will be enhanced. If this were to happen, I
believe the market reaction would be strongly positive. I am also confident that
the ability of IB Daiwa to develop its business with partners in Japan would be
substantially improved.
At Tethyan, recent developments have confirmed our opinion that the assets
concerned are significantly under-valued by the market. I continue to believe we
have the skills to unlock a proportion of that value for the benefit of both IB
Daiwa and Crosby shareholders. Even in the event that we are unsuccessful in
this acquisition, I am confident that the experience and new relationships in
the copper and base metals industry which we have gained in connection with this
transaction will help to generate opportunities for Crosby going forward. As
often happens, one deal begets another.
I expect to see further significant progress within our Wealth Management
operations in the coming year as we continue to grow the client base in Asia and
expand coverage into the Middle East and Europe.
At the corporate level, we continue to proactively seek out the right
opportunity for expansion, whether by acquisition, joint venture or incubation
in areas that complement the earnings in our core merchant banking business with
a more consistent revenue stream.
Crosby's profitability stems from our ability to source and harvest deals that
reflect a fundamental mis-pricing of the underlying real asset value. The Firm's
deal flow has relatively little exposure to changes in interest rates, equity
markets, commodity prices or credit risk. In other words, Crosby does not
generate revenue from taking directional bets on market movements (including
either volatility or correlation trades). Rather, our focus is on finding
opportunities to restructure assets and, in the process, on managing the
liquidity, legal and regulatory risks inherent in complex capital structures.
There is some correlation between the number of deals we can generate and the
general level of economic activity. However, I believe that until the world has
global consistency and transparency in accounting, legal, regulatory and
management regimes we will remain able to source deals in almost any economic
environment.
There are various possible approaches to developing a valuation for Crosby. One
adopted more commonly is to calculate the net asset value of each deal within
the merchant banking portfolio, to ascribe a value to our asset management and
corporate finance businesses and then to add an option premium based on the
ability of the management team to source new deals and their ability to extract
exceptional value from existing ones.
Such an assessment is inevitably inexact, due to our inability (for obvious
reasons) to comment on much of our pipeline of new deals. However, the success
of the Firm over the last two years in identifying value, and being able to
monetise that value for the benefit of shareholders, when placed alongside the
previous proven deal-making ability over many years of the Firm's senior staff,
does provide a certain track record on which to base this premium.
I feel confident that, as we continue to implement our strategy and the market
becomes more familiar with our techniques and approach to doing business, this
particular part of the equation will become easier to assess.
Crosby is all about people and I would like to express my sincere thanks to the
staff for their dedication and hard work throughout the year and to our
shareholders for their continued support and for their belief in the strategy
that we have adopted.
Consolidated Income Statement
For the year ended 31 December 2005
Continuing Operation Note 2005 2004
US$'000 US$'000
Turnover 7,370 11,149
Gain on financial assets held at fair 142,650 41,774
value through profit or loss
Other income 728 2,274
-------------------------- ------ ---------- ---------
Total income 150,748 55,197
Administrative expenses (19,474) (7,737)
Distribution expenses (152) (24)
Other operating expenses (5,917) (3,153)
-------------------------- --------- ------ ---------
Profit from operations 125,205 44,283
Amortisation of goodwill - (149)
Write off of goodwill - (5,468)
Negative goodwill released - 64
Share of profits of jointly controlled 26 -
entity
Share of profits of associates 246 9
-------------------------- --------- ------ ---------
Profit before taxation 125,477 38,739
--- ---
Taxation expense 2 (149) -
-------------------------- --------- ------ ---------
Profit for the year 125,328 38,739
-------------------------- --------- ------ ---------
Attributable to:
Equity holders of the Company 111,532 34,019
--------
Minority interests 13,796 4,720
-------------------------- --------- ------ ---------
Profit for the year 125,328 38,739
-------------------------- --------- ------ ---------
Dividend
Interim dividend paid 11,967 -
-------------------------- --------- ------ ---------
US cents US cents
Dividend per share 5.00 -
-------------------------- --------- ------ ---------
Earnings per share for profit US cents US cents
attributable to
the equity holders of the Company
during the year
- Basic 3 47.07 15.33
- Diluted 45.10 15.33
Consolidated Balance Sheet
As at 31 December 2005
2005 2004
US$'000 US$'000
ASSETS
Non-current assets
Property, plant and equipment 590 501
Interests in associates 520 284
Interests in a jointly controlled 59 -
entity
Available-for-sale investments 209 225
Intangible assets 562 560
------------------------ ---------- ----------
1,940 1,570
------------------------ ---------- ----------
Current assets
Amounts due from parent and 783 268
related companies
Trade and other receivables 10,337 1,338
Financial assets held at fair 148,936 49,227
value through profit or loss
Cash and cash equivalents 10,443 5,367
------------------------ ---------- ----------
170,499 56,200
------------------------ ---------- ----------
Total assets 172,439 57,770
------------------------ ---------- ----------
LIABILITIES
Current liabilities
Amount due to a related company - (11)
Trade and other payables (1,595) (1,831)
Deferred income (25) (82)
Provision for taxation (82) (59)
----------------------- ---------- ----------
Total liabilities (1,702) (1,983)
----------------------- ---------- ----------
EQUITY
Share capital 2,394 2,356
Reserves 148,451 47,335
----------------------- ---------- ----------
Equity attributable to equity 150,845 49,691
holders of the Company
Minority interests 19,892 6,096
----------------------- ---------- ----------
Total equity 170,737 55,787
----------------------- ---------- ----------
Total equity and liabilities 172,439 57,770
----------------------- ---------- ----------
Consolidated Statement of Changes in Equity
For the year ended 31 December 2005
Equity attributable to equity holders of the Company
-----------------------------------
Share Share Capital Employee Foreign Investment Profit Minority Total
capital premium reserve share-based exchange revaluation and Loss equity
compensation reserve reserve Account
reserve interests
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
At 1 January 1 16,000 4,589 - (109) - (13,632) 16 6,865
2004
Capitalisation - 700 - - - - - - 700
of amount due
from parent
company
Adjustment on 1,999 (16,700) 18,851 - - - - - 4,150
reverse
acquisition
Issue of new 356 4,279 - - - - - - 4,635
shares
Issue costs - (469) - - - - - - (469)
Exchange - - - - (193) - - - (193)
difference on
consolidation
Acquisition of - - - - - - - 118 118
subsidiaries
Disposal of - - - - - - - 1,242 1,242
subsidiary
Profit for the - -- - - - - 34,019 4,720 38,739
year
------ ------ ------- ------- ------- ------- ------ ------- ------
At 31 December 2,356 3,810 23,440 - (302) - 20,387 6,096 55,787
2004 and
1 January 2005
Issue of new 38 511 - (145) - - - 404
shares upon
exercise of
share options
Exchange - - - - 109 - - - 109
difference on
consolidation
Deficit on - - - - - (2) - - (2)
revaluation
Employee share - - - 1,063 - - - - 1,063
based
compensation
Disposal of - - 15 - - - - - 15
subsidiary
Dividend - - - - - - (11,967) - (11,967)
Profit for the - - - - - - 111,532 13,796 125,328
year ------ ------ ------- ------- ------- ------- ------ ------- ------
At 31 December 2,394 4,321 23,455 918 (193) (2) 119,952 19,892 170,737
2005 ------ ------ ------- ------- ------- ------- ------ ------- ------
The capital reserve movement of US$18.85 million in 2004 arose on the reverse
acquisition of Crosby Capital Partners Limited (formerly known as Crosby Capital
Partners (Holdings) Limited). The capital reserve brought forward arose on a
group reorganisation during the year ended 31 December 2000.
Consolidated Cash Flow Statement
For the year ended 31 December 2005
2005 2004
US$'000 US$'000
Operating activities
Profit before taxation 125,477 38,739
Adjustments for:
Share of profits of a jointly controlled entity (26) -
Share of profits of associates (246) (9)
Interest income (269) (47)
Corporate finance advisory fee received in kind - (7,000)
Gain on financial assets held at fair value (142,650) (41,774)
through profit or loss
Loss on financial assets held at fair value - 32
through profit or loss
Employee share based compensation 1,063 -
Depreciation of property, plant and equipment 299 213
Gain on disposal of property, plant and (5) (22)
equipment
Loss on disposal of subsidiaries, net (14) (1,740)
Amortisation of goodwill - 149
Write off of goodwill - 5,468
Negative goodwill released - (64)
Bad debts recovery (149) (48)
Provision for doubtful debts 646 86
Exchange loss/(gain), net 220 (184)
--------- --------
Operating cashflow before working capital (15,653) (6,201)
changes
Increase in trade and other receivables (214) (432)
(Increase)/decrease in trade and other payables (883) 738
(Decrease)/increase in deferred income (57) 57
Increase in amounts due from parent and related (674) (49)
companies
Increase in amount due from a jointly controlled (34) -
entity
Increase/(decrease) in amounts due to associates 8 (10)
-------- ---------
Cash used from operations (17,507) (5,897)
Tax paid (106) -
-------- ---------
Net cash outflow used in operating activities (17,613) (5,897)
-------- ---------
Consolidated Cash Flow Statement (Continued)
For the year ended 31 December 2005
2005 2004
US$'000 US$'000
Investing activities
Interest received 268 46
Purchases of property, plant and equipment (419) (441)
Reverse acquisition expenses - (476)
Cash acquired on reverse acquisition - 1,832
Acquisition of financial assets held at fair (16,971) (486)
value through profit or loss
Acquisition of available for sale investments (185) (225)
Acquisition of intellectual property (2) (206)
Proceeds from sale of property, plant and 36 38
equipment
Proceeds from sale of financial assets held 51,206 -
at fair value through profit or loss
Proceeds from sale of available for sale 200 -
investments
Net proceeds from disposal of subsidiaries - 10
Net repayment from/(advance to) related 46 (29)
companies
Net (advance to)/repayment from other (593) 11
receivables
---------- ----------
Net cash inflow from investing activities 33,586 74
Financing activities
Dividend paid to shareholders (11,967) -
Repayment of finance lease obligations - (9)
Issue of shares 404 4,415
Expenses in connection with shares issue - (225)
Advanced payment received from other payables 650 -
Net cash (outflow) / inflow used in financing (10,913) 4,181
activities
Net increase/(decrease) in cash and cash 5,060 (1,642)
equivalents
Cash and cash equivalents as at 1 January 5,367 7,018
Effect of exchange rate fluctuations 16 (9)
---------- ----------
Cash and cash equivalents as at 31 December 10,443 5,367
========== ==========
Notes to the Consolidated Financial Statements
1. BASIS OF PREPARATION
The Company was incorporated in the Cayman Islands, which does not prescribe the
adoption of any particular accounting framework. The Board has therefore adopted
International Financial Reporting Standards (IFRS) adopted by the International
Accounting Standards Board. The Company's shares are listed on The Alternative
Investment Market of London Stock Exchange.
The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards ('IFRS') and the International
Financial Reporting Standards as issued by the International Accounting
Standards Board. The financial statements are prepared under historical cost
convention except for certain financial instruments. The measurement bases are
fully described in the accounting policies detailed in the Group's annual report
and financial statements.
It should be noted that accounting estimates and assumptions are used in
preparation of the financial statements. Although these estimates are based on
management's best knowledge of current events and actions, actual results may
ultimately differ from those estimates.
In the current year, the Company has adopted, for the first time, IFRS 2, share
based payments.
2. TAXATION EXPENSE
2005 2004
US$'000 US$'000
Current tax
- United Kingdom 143 -
tax
- overseas tax 6 -
------------------------ ----------- -----------
149
------------------------ ----------- -----------
United Kingdom and overseas income tax for the year have been calculated at the
rates prevailing in the relevant jurisdictions.
A reconciliation of the tax expense applicable to profit before taxation using
the statutory rates for the countries in which the Company and its subsidiaries
are domiciled to the tax credit or expenses at the effective tax rates, and a
reconciliation of the statutory tax rates to the effective tax rates, are as
follows :
2005 2004
US$'000 % % US$'000 %
Profit before taxation 125,477 38,739
-------------------- ------ ------ --------- -------
Tax at the domestic 21,958 17.5 6,779 17.5
income tax rates
Effect of different tax 56 0.04 (8,247) (21.29)
rates of subsidiaries
operating in other
regions
Tax effect of share of (4) - - -
results of a jointly
controlled entity
Tax effect of share of (43) (0.03) (1) -
results of associates
Tax effect of prior (184) (0.15) (15) (0.04)
year's tax losses
utilised this year
Income not subject to tax (21,848) (17.41) (485) (1.25)
Expenses not deductible 143 0.11 915 2.36
for tax
Tax effect of 14 0.01 18 0.05
unrecognised temporary
difference
Tax effect of 57 0.05 1,036 2.67
unrecognised tax losses
-------------------- ------ ------ --------- -------
Current tax charge for 149 0.12 - - -
the year
-------------------- ------ ------ --------- -------
3. EARNINGS PER SHARE
Number of
shares
Weighted average number of shares for calculating basic 236,935,616
earnings per share
Effect of dilutive potential
ordinary shares:
Share options 10,385,642
----------------- -------- -------- -------- --------
Weighted average number of shares for calculating diluted 247,321,258
earnings per share
----------------- -------------- -------- --------
(a) Basic earnings per share
The calculation of basic earnings per share is based on the profit attributable
to equity holders of the Company of US$111,532,204 (2004: US$34,018,712) and the
weighted average number of ordinary shares of 236,935,616 (2004: 221,957,377) in
issue during the year.
(b) Diluted earnings per share
The calculation of diluted earnings per share is based on the profit
attributable to equity holders of the Company of US$111,532,204 (2004:
US$34,018,712) and the weighted average number of ordinary shares in issue
during the year after adjusting for the number of dilutive potential ordinary
shares granted under the Company's share option scheme of 247,321,258 (2004:
221,957,377). None of the dilutive shares relate to interest or similar expense
recognizable in profit and loss for 2005.
4. PUBLICATION OF NON-STATUTORY ACCOUNTS
The financial information set out in this preliminary announcement does not
constitute statutory accounts.
The consolidated balance sheet at 31 December 2005 and the consolidated income
statement, consolidated statement of changes in equity, consolidated cash flow
statement and enclosed notes for the year then ended have been extracted from
the Group's 2005 statutory financial statements upon which the auditors opinion
is unqualified.
5. COPIES OF THIS ANNOUNCEMENT
Copies of this announcement are available for collection from the Company's
offices at 243 Knightsbridge, London SW7 1DN.
This information is provided by RNS
The company news service from the London Stock Exchange