4 September 2014
BURFORD CAPITAL POSTS 89% PROFIT INCREASE IN HALF YEAR 2014 RESULTS
Strong returns and move to semi-annual dividend
Burford Capital Limited ("Burford" or "the Company"), the world's largest provider of investment capital and risk solutions for litigation, announces its financial results for the half year ended 30 June 2014.
· An 89% increase in Burford's profit before tax for the period to $18.2 million (June 2013: $9.7 million)*
· Burford's income for the six months was $27.4 million, a 40% increase on the prior year (June 2013: $19.5 million). The increase reflects:
- an 85% increase in income from the litigation portfolio amid continuing increases in activity levels;
- UK insurance income steady at $10.2 million (June 2013: $10.2 million)
· Continued strong investment returns: Since inception, 26 investments have generated $174 million in gross investment recoveries and $67 million net of invested capital, producing a 63% net return on invested capital. This represents a 67% increase, $27 million, over the net position at 30 June 2013**
· Material increase in cash generation: Burford generated $42 million of cash from the investment portfolio in the period, an increase of 93% over the comparable 2013 period
· Ongoing demand for Burford's capital reflected in $62 million of new capital committed in the period, a five-fold increase over the comparable 2013 period
· Completion of a successful issue of retail bonds on the main market of the London Stock Exchange post period end, raising $150 million (£90 million) of capital which will be deployed in litigation finance activities
· Introduction of a semi-annual dividend, with an interim dividend of 1.74¢ to be paid in December 2014***
* Excluding the accounting impact of the Burford UK acquisition, the 2012 Reorganisation and 2013 UK Restructuring costs
** Investment recoveries is a non-IFRS term defined in footnotes 2 and 3 to the Burford 2013 Annual Report.
***The dividend will be paid to common shareholders on the register at close of 14 November 2014 and Burford's stock will trade ex-dividend on 13 November 2014
Sir Peter Middleton, Chairman of Burford, commented:
"This period has been a transformative one for the business with significant steps made in our continuing evolution to a more traditional corporate structure, reflected in our successful bond issue and our decision to introduce a semi-annual dividend. We are grateful for the continued support of our shareholders and our new bondholders and are committed to the further growth of the business in what is a rapidly developing market."
Christopher Bogart, Burford's CEO, commented:
"Burford's strong financial performance reflects not only the inherent demand in the market, but also our proven ability to meet that demand. The innovative approach to the way in which we structure our investments enables us to recognise and capture the diversity of opportunities in corporate finance solutions, beyond traditional litigation funding. That same approach extends to the way we develop and grow the company itself, with the recent retail bond issue being an excellent example of that."
For further information, please contact:
Macquarie Capital (Europe) Limited - NOMAD and Joint Broker
Steve Baldwin +44 (0)20 3037 2000
Nicholas Harland
Espirito Santo Investment Bank - Joint Broker
John Llewellyn-Lloyd +44 (0)20 7456 9191
Harry Stockdale
RBC Capital Markets - Joint Broker
Oliver Hearsey +44 (0)20 7653 4000
FTI Consulting - PR for Burford Capital
Edward Berry +44 (0)20 3727 1046
Laura Ewart +44 (0)20 3727 1160
About Burford Capital
Burford Capital is the world's largest provider of investment capital and risk solutions for litigation with the largest and most experienced dedicated team in the industry. Burford is publicly traded on the London Stock Exchange's AIM market under the ticker symbol BUR. Burford provides a broad range of corporate finance and insurance solutions to lawyers and clients engaged in significant litigation and arbitration around the world.
For more information about Burford, visit www.burfordcapital.com
Financial Highlights
Unaudited consolidated condensed financial statements can be found in the following pages and a summary is set out below. The figures for taxation and profit after tax exclude the impact of the Burford UK acquisition, the 2012 Reorganisation and the one-off 2013 UK Restructuring costs and are shown to assist in understanding of the underlying performance of the Company. All other figures presented are derived directly from the unaudited consolidated condensed financial statements.
US $'000 |
|
30-Jun-14 |
|
30-Jun-13 |
% change |
|
|
|
|
|
|
|
|
Litigation-related investment income |
|
18,721 |
|
10,096 |
85% |
|
|
|
|
|
|
|
|
Insurance-related income |
|
10,245 |
|
10,207 |
|
|
|
|
|
|
|
|
|
Other income |
|
(1,591) |
|
(818) |
|
|
|
|
|
|
|
|
|
Total Income |
|
27,375 |
|
19,485 |
40% |
|
|
|
|
|
|
|
|
Operating expenses - corporate and investment |
|
(6,359) |
|
(6,687) |
|
|
|
|
|
|
|
|
|
Operating expenses - insurance |
|
(2,781) |
|
(3,127) |
|
|
|
|
|
|
|
|
|
Profit before tax and the impacts relating to the Burford UK acquisition, the 2012 Reorganisation and 2013 UK Restructuring costs |
|
18,235 |
|
9,671 |
89% |
|
|
|
|
|
|
|
|
Taxation * |
|
(1,597) |
|
(1,303) |
|
|
|
|
|
|
|
|
|
Profit after tax ** |
|
16,638 |
|
8,368 |
99% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Taxation does not include deferred taxation credit on amortisation of embedded value intangible asset. |
||||||
** This is profit after tax excluding the impact of the Burford UK acquisition, the 2012 Reorganisation, and 2013 UK Restructuring costs, which are included in the Consolidated Statement of Comprehensive Income.
|
||||||
Report to Shareholders
In addition to posting strong financial results, this year has thus far seen significant progress towards Burford's long term strategic objectives.
We have spoken for some time about our desire to move to a more traditional capital structure befitting our status as a specialty finance company and also to have access to more capital to deploy. We achieved both of those objectives with a successful bond issue this summer. In the end, we raised more than $150 million (£90 million) through an issue of eight year bonds with a fixed 6.5% coupon on the London Stock Exchange's main market. The offering was very well received in the market and was oversubscribed, and we welcome all our new bondholders to the Burford family.
This influx of capital took Burford above the half-billion dollar level in assets, and was a transformative event for the business. With this capital, Burford is more than twice the size of any other listed litigation finance firm. We are hard at work making plans for the deployment of this new capital.
Another step towards Burford adopting a traditional corporate structure is to move to a semi-annual dividend. We will now follow the pattern of many London-listed firms in announcing an interim dividend at the time of the release of our interim results and a final dividend when we release our full year results. To move ourselves onto that cycle, we will pay a further dividend of 1.74¢ (one-third of the amount of our full year 2013 dividend of 5.23¢) in December. As stated at the full year, we continue to believe that a combination of attractive dividend income and the reinvestment of capital will maximise shareholder returns.
We published a comprehensive annual report a few months ago that expanded our disclosure about the business and its performance, and we intend to continue that approach with our next annual report. In keeping with our historical practice, this interim report is much shorter and addresses itself just to the key developments in the business.
Litigation finance business
The combination of strong demand for capital in the litigation finance business and significant cash receipts from existing investments late last year and this year led us to enter into new commitments of $62 million in the first half of 2014 - as much as in all of 2013. Those new commitments bring our total commitments presently outstanding to $281 million (and to $423 million since inception), in both cases excluding our insurance and lending activities, of which $104 million has yet to be advanced.
Of particular note was the diversity of that demand, continuing the trend we have discussed before of the expansion of our opportunity set from the basic funding of case expenses to a much broader range of corporate finance solutions related to litigation and arbitration matters.
That trend is well illustrated by our successful transaction with Rurelec PLC, a publicly-traded owner, operator and developer of power generation capacity internationally. (Burford is not usually permitted under the terms of its agreements with its counterparties to make any sort of public announcement or disclosure about individual investments. However, Rurelec's own disclosure obligations and its consent make this exception possible.)
In this case, Rurelec was pursuing an arbitration claim against Bolivia for the expropriation of one of Rurelec's power plants. Rurelec did not need capital to pay its lawyers - what is generally called "litigation funding". Rather, it needed capital to continue to grow its business - but lenders wanted very high interest rates because of the loss of its Bolivian assets. Unlike a traditional lender, Burford was able to evaluate the value of Rurelec's pending arbitration claim, and thus was able to provide the following facility:
§ A fully recourse, secured $15 million senior loan at a 12% capitalised interest rate
§ A contingent value right to receive a portion of the ultimate arbitration award, expressed on a sliding scale based on time and amount
Rurelec then won its claim, extracted payment from Bolivia, and paid off Burford.
The Rurelec transaction was profitable for Burford, which earned an $11 million net profit on a $15 million investment, generating a 73% return and a 34% IRR. However, what is truly noteworthy about this transaction is its innovative structure and its demonstration of the expanding market potential for litigation finance.
The public disclosure of this transaction also allows us to indicate the kind of law firms with which Burford often deals. Rurelec was represented by Freshfields Bruckhaus Deringer in the arbitration proceeding and by Skadden, Arps, Slate, Meagher & Flom in the financing transaction. Burford performed its own internal evaluation of the arbitration claim with its own experienced team, and was represented by Latham & Watkins in the financing transaction.
Long-time readers of our statements will note that we have not included in these accounts the segmentation of our portfolio into "short duration", "core" and "special situations". We have elected to discontinue the use of these labels and will instead begin providing actual information about portfolio duration, which is essentially what those labels were trying to approximate. In the Burford of today, we provide financing along a continuum of risk and duration and thereby build a widely diversified portfolio, and we had some time ago stopped using those labels internally.
At 30 June 2014, the investment portfolio stands at total commitments of $281 million across 40 investments, with 26 further investments having concluded for total commitments since inception of $423 million. Those numbers do not include the insurance and lending commitments that we have historically reported as "Other" in our commitments summary. The weighted average duration of our concluded investments is presently 1.9 years. (That is probably somewhat lower than it should be given the impact of a single large and extremely rapid investment in 2010; removing that investment would take the number to 2.1 years for concluded investments.) The current weighted average duration of the outstanding investment portfolio is, coincidentally, also 1.9 years.
Duration is not everything, of course. Our portfolio includes - deliberately - some matters as to which we expect quite long durations. However, we have in those matters negotiated time-based or other returns that make us entirely content with their longer expected duration.
Finally, we have discussed before the accounting imperative of fair valuing our investments before they have concluded, and we have continued to comply with IFRS by engaging in such valuation changes, albeit at a very moderate level. At 30 June 2014, our litigation assets on the balance sheet included only $41.5 million of unrealised gain, approximately 11% of our total asset value and less than 20% of the balance sheet value of our litigation investment portfolio. We do not use these write-ups as a way of expressing our prediction about the ultimate outcome of investments. We do want to point out to readers of our financial statements the treatment of unrealised fair values under IFRS. When an investment that had some unrealised fair value gain added to its value in a prior accounting period concludes, the previously recognised unrealised gain is actually reversed and reclassified as a realised gain. Thus, a period with low or even negative movement in unrealised fair value movements could well be the impact of this IFRS approach.
Overall, we are well pleased with the status of our investment portfolio and the vibrancy of the litigation finance marketplace.
UK insurance business
For a business that was supposed to be already in decline, our insurance business is performing well. Its financial performance did not in fact decline year-on-year but remained steady, contributing another $7.5 million in operating profit to Burford's bottom line in the first half of 2014. We are now well past the point of having the entire purchase price of the business repaid from earnings, so every dollar of this is incremental profit.
Moreover, we are seeing some signs of life in the demand for new insurance coverage. While after the event insurance may have lost the straightforward marketing proposition of being "free" to buyers (because in the pre-Jackson world a win would result in the defendant paying the plaintiff's premium and a loss would result in the insurer paying the claim), the fact remains that in a fee-shifting environment such as exists in English litigation, there will always be categories of plaintiffs who cannot or chose not to bear the risk of an adverse costs award against them and seek insurance against that risk. As a result, while still small compared to historical levels, we are seeing increasing demand for coverage as 2014 develops.
It remains too early to tell what even the medium term future holds, and we will continue to watch, wait and write sensible business. We are declining to follow some of our competitors, who in their attempt to retain volume are reducing prices and writing new policies at premium levels we consider inevitably loss-making. In the meantime, we have seen a sharp uptick in demand for our UK litigation finance products.
# # #
Burford has grown to the point where some degree of staff turnover is inevitable. In June, with a seamless transition, we said good-bye to Andrew Langhoff as our Chief Operating Officer and welcomed Jeremy Garber into that role. Continuing our desire to integrate law and finance, Jeremy comes to Burford not only with a law degree but more than two decades of experience in the financial services world, most recently as the COO of TrilogyLWP, a credit-focused hedge fund, and before that as the COO of Longacre Fund Management, a distressed debt and special situations equities hedge fund manager.
We were also happy to welcome to Burford a new Managing Director, Nick Rowles-Davies, who is based in London and runs our market-facing activities in the UK. Nick, an experienced solicitor, represents one of the first executive moves within the litigation finance industry; he most recently performed a similar role for Vannin Capital, a UK-focused family office-backed litigation funder.
We are pleased with Burford's significant progress thus far in 2014 and its longer-term strides towards corporate maturity.
We thank our shareholders - and our new bondholders - for their continued support for Burford.
Sir Peter Middleton GCB Christopher Bogart Jonathan Molot
Chairman Chief Executive Officer Chief Investment Officer
3 September 2014
--------
Messrs. Bogart and Molot, like all of Burford's people other than our four directors, are employees and officers of subsidiaries of Burford Capital Limited.
Independent review report to Burford Capital Limited
Introduction
We have been engaged by Burford Capital Limited to review the condensed set of financial statements in the Interim Report for the six months ended 30 June 2014 which comprises the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity and the related notes 1 to 20. We have read the other information contained in the Interim Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.
Directors' Responsibilities
The interim financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim financial report in accordance with International Accounting Standard 34, "Interim Financial Reporting".
As disclosed in note 1, the annual financial statements of the Company will be prepared in accordance with IFRS. The condensed set of financial statements included in this Interim Report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting".
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the Interim Report based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the Interim Report for the six months ended 30 June 2014 is not prepared, in all material respects, in accordance with International Accounting Standard 34.
Ernst & Young LLP
Guernsey, Channel Islands
3 September 2014
Notes:
1. The maintenance and integrity of the Burford Capital Limited web site is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the web site.
2. Legislation in Guernsey governing the preparation and dissemination of financial information may differ from legislation in other jurisdictions
Consolidated Statement of Comprehensive Income for the period ended 30 June 2014
|
Notes |
1 January 2014 to 30 June 2014 |
1 January 2013 to 30 June 2013 |
|
|
$'000 |
$'000 |
Income |
|
|
|
Net gains on litigation-related investments |
10 |
13,574 |
6,749 |
Interest and other income from litigation-related activities |
11 |
5,147 |
3,347 |
Insurance-related income |
|
10,245 |
10,207 |
Net losses on cash management investments at fair value through profit or loss |
|
(1,621) |
(403) |
Net losses on foreign exchange |
|
(7) |
(415) |
Bank interest income |
|
37 |
- |
|
|
__________ |
__________ |
Total income |
|
27,375 |
19,485 |
Operating expenses |
|
(9,140) |
(9,814) |
|
|
__________ |
__________ |
Profit before tax and the impacts relating to the Burford UK acquisition, the 2012 Reorganisation and UK Restructuring costs |
|
18,235 |
9,671 |
|
|
|
|
Non-cash, non-NAV charge associated with the 2012 Reorganisation |
6 |
- |
(26,539) |
Reorganisation advisory fees |
|
- |
(619) |
UK Restructuring costs |
|
- |
(1,148) |
Amortisation of embedded value intangible asset arising on Burford UK acquisition |
|
(5,870) |
(5,927) |
|
|
__________ |
__________ |
Profit/(loss)for the period before taxation |
|
12,365 |
(24,562) |
Taxation |
4 |
(1,597) |
(1,303) |
Deferred tax credit on amortisation of embedded value intangible asset |
|
|
|
|
|
__________ |
__________ |
Total taxation |
|
(130) |
179 |
|
|
__________ |
__________ |
Profit/(loss) for the period after taxation |
|
12,235 |
(24,383) |
|
|
════════ |
════════ |
Attributable to contingent preference shares |
|
600 |
- |
Attributable to ordinary shareholders |
|
11,635 |
(24,383) |
|
|
__________ |
__________ |
|
|
12,235 |
(24,383) |
Other comprehensive income |
|
|
|
Exchange differences on translation of foreign operations on consolidation |
|
|
|
|
|
__________ |
__________ |
Total comprehensive income for the period |
|
13,193 |
(26,423) |
|
|
════════ |
════════ |
Attributable to contingent preference shares |
|
600 |
- |
Attributable to ordinary shareholders |
|
12,593 |
(26,423) |
|
|
════════ |
════════ |
|
|
Cents |
Cents |
Basic and diluted profit per ordinary share |
16 |
5.69 |
(11.92) |
|
|
════════ |
════════ |
Basic and diluted comprehensive income per ordinary share |
|
6.16 |
(12.92) |
|
|
════════ |
════════ |
The notes form an integral part of these consolidated financial statements.
Consolidated Statement of Financial Position as at 30 June 2014
|
Notes |
30 June |
31 December |
30 June |
|
|
$'000 |
$'000 |
$'000 |
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Embedded value intangible asset |
5 |
4,124 |
9,771 |
13,956 |
Tangible fixed assets |
498 |
504 |
463 |
|
Litigation-related investments |
10 |
219,292 |
214,873 |
161,226 |
Litigation portfolio financing |
9 |
- |
- |
30,000 |
Due from settlement of litigation-related investments Deferred tax asset |
11 4 |
43,105 695 |
41,430 695 |
- |
|
|
_________ |
_________ |
_________ |
|
|
267,714 |
267,273 |
248,051 |
|
|
_________ |
_________ |
_________ |
Current assets |
|
|
|
|
Cash management investments at fair value through profit or loss |
|
62,005 |
26,147 |
|
Due from settlement of litigation-related investments |
11 |
6,189 |
9,469 |
|
Receivables and prepayments |
12 |
10,097 |
15,526 |
11,496 |
Cash and cash equivalents |
|
15,337 |
57,667 |
27,263 |
|
|
_________ |
_________ |
_________ |
|
|
93,628 |
108,809 |
85,624 |
|
|
_________ |
_________ |
_________ |
Total assets |
|
361,342 |
376,082 |
333,675 |
|
|
_________ |
_________ |
_________ |
Liabilities Current liabilities |
|
|
|
|
Litigation-related investments payable |
1,309 |
15,639 |
- |
|
Payables |
13 |
3,249 |
4,711 |
6,795 |
Tax payable |
|
2,677 |
1,994 |
1,269 |
|
|
_________ |
_________ |
_________ |
|
|
7,235 |
22,344 |
8,064 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Deferred tax payable |
4 |
808 |
2,227 |
3,312 |
|
|
|
|
|
|
|
_________ |
_________ |
_________ |
Total liabilities |
|
8,043 |
24,571 |
11,376 |
|
|
_________ |
_________ |
_________ |
Total net assets |
|
353,299 |
351,511 |
322,299 |
|
|
═════════ |
════════ |
═════════ |
Represented by: |
|
|
|
|
Ordinary share capital |
14 |
328,749 |
328,749 |
328,749 |
Revenue reserves |
|
23,359 |
22,422 |
(6,450) |
Other reserves |
|
1,297 |
339 |
|
|
|
_________ |
_________ |
_________ |
Total equity attributable to ordinary shareholders |
|
353,405 |
351,510 |
322,299 |
Equity attributable to contingent preference shares |
15 |
(106) |
1 |
- |
|
|
_________ |
_________ |
_________ |
Total equity shareholders' funds |
|
353,299 |
351,511 |
322,299 |
|
|
═════════ |
═════════ |
═════════ |
|
|
|
|
|
The notes form an integral part of these consolidated financial statements.
The financial statements were approved by the Board of Directors on 3 September 2014 and were signed on its behalf by:
Charles Parkinson
Director
3 September 2014
Consolidated Statement of Cash Flows for the period ended 30 June 2014
|
|
1 January 2014 to 30 June 2014 |
1 January 2013 to 30 June 2013* |
|
|
$'000 |
$'000 |
Cash flows from operating activities |
|
|
|
Profit/(loss) for the period before tax |
|
12,365 |
(24,562) |
|
|
|
|
Adjusted for: |
|
|
|
Fair value change on cash management investments at fair value through profit or loss |
|
1,978 |
1,596 |
Fair value change on litigation-related investments |
|
(311) |
(6,601) |
Realised gains on disposal of cash management investments at fair value through profit or loss |
|
(319) |
(902) |
Realised gains on realisation of litigation-related investments |
|
(13,242) |
(148) |
Interest and other income from litigation-related activities |
|
(5,147) |
(3,347) |
Non-cash, non-NAV charge associated with the 2012 reorganisation |
|
- |
26,539 |
Amortisation of embedded value intangible asset |
|
5,870 |
5,927 |
Depreciation of tangible fixed assets |
|
106 |
163 |
Effect of exchange rate changes |
|
(140) |
(902) |
|
|
_________ |
_________ |
|
|
1,160 |
(2,237) |
Changes in working capital |
|
|
|
Decrease in receivables |
|
2,521 |
2,837 |
(Decrease) in payables |
|
(1,806) |
(89) |
Taxation paid |
|
(790) |
(1,537) |
Net (purchases)/disposals of cash management investments at fair value through profit or loss |
|
(37,417) |
9,117 |
Funding of litigation-related investments |
|
(37,217) |
(20,310) |
Proceeds from litigation-related investments |
|
42,155 |
21,877 |
Proceeds from litigation portfolio financing |
|
- |
2,047 |
|
|
_________ |
_________ |
Net cash (outflow)/inflow from operating activities |
|
(31,394) |
11,705 |
|
|
_________ |
_________ |
Cash flows from financing activities |
|
|
|
Dividend paid |
|
(10,698) |
(9,925) |
Dividend paid - preference shares |
|
(689) |
- |
Preference share issue costs |
|
(18) |
- |
|
|
_________ |
_________ |
Net cash outflow from financing activities |
|
(11,405) |
(9,925) |
|
|
_________ |
_________ |
Cash flows from investing activities |
|
|
|
Purchases of tangible fixed assets |
|
(94) |
(76) |
|
|
_________ |
_________ |
Net cash outflow from investing activities |
|
(94) |
(76) |
|
|
_________ |
_________ |
Net (decrease)/increase in cash and cash equivalents |
|
(42,893) |
1,704 |
|
|
═══════ |
═══════ |
* Reclassifications to comparative information have been made in accordance with IAS 1 paragraph 38, in order to provide more relevant information
Consolidated Statement of Cash Flows for the period ended 30 June 2014 (continued)
|
|
1 January 2014 to 30 June 2014 |
1 January 2013 to 30 June 2013 |
|
|
|
$'000 |
$'000 |
|
|
|
|
|
|
Reconciliation of net cash flow to movements in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at beginning of period |
|
57,667 |
25,559 |
|
(Decrease)/ increase in cash and cash equivalents |
|
(42,893) |
1,704 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
563 |
- |
|
|
|
_________ |
_________ |
|
Cash and cash equivalents at end of period |
|
15,337 |
27,263 |
|
|
|
═══════ |
═══════ |
|
|
|
|
|
|
Supplemental Disclosure |
|
1 January 2014 to 30 June 2014 |
1 January 2013 to 30 June 2013 |
|
|
|
$'000 |
$'000 |
|
|
|
|
|
|
Cash received from interest income |
|
5,153 |
2,282 |
|
|
|
|
|
|
The notes form an integral part of these consolidated financial statements.
Consolidated Statement of Changes in Equity for the period to 30 June 2014
30 June 2014
|
|
Revenue reserve |
currency consol- idation |
to ordinary shareholders |
Preference |
|
|
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
|
|
|
|
|
|
|
At 1 January 2014 |
328,749 |
22,422 |
339 |
351,510 |
1 |
351,511 |
Profit for the year |
- |
11,635 |
- |
11,635 |
600 |
12,235 |
Other comprehensive income |
- |
- |
958 |
958 |
- |
958 |
Dividends paid |
- |
(10,698) |
- |
(10,698) |
(689) |
(11,387) |
Contingent preference shares |
- |
- |
- |
- |
(18) |
(18) |
|
________ |
________ |
_______ |
________ |
________ |
________ |
Balance at 30 June 2014 |
|
|
|
|
|
|
|
═══════ |
═══════ |
══════ |
══════ |
═══════ |
═══════ |
30 June 2013
|
|
Revenue reserve |
currency consol- idation |
to ordinary shareholders |
Preference |
|
|
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
|
|
|
|
|
|
|
At 1 January 2013 |
302,210 |
29,771 |
127 |
332,108 |
- |
332,108 |
Loss for the period |
- |
(24,383) |
- |
(24,383) |
- |
(24,383) |
Other comprehensive income |
- |
- |
(2,040) |
(2,040) |
- |
(2,040) |
Dividends paid |
- |
(9,925) |
- |
(9,925) |
- |
(9,925) |
Issue of share capital |
26,539 |
- |
- |
26,539 |
- |
26,539 |
|
________ |
________ |
_______ |
________ |
________ |
_______ |
Balance at 30 June 2013 |
328,749 |
|
|
|
|
|
|
═══════ |
═══════ |
══════ |
══════ |
═══════ |
═══════ |
The notes form an integral part of these consolidated financial statements.
1. Legal form and principal activity
Burford Capital Limited (the "Company") and its subsidiaries (the "Subsidiaries") (together the "Group") provide investment capital, financing and risk solutions with a focus on the litigation and arbitration sector and the provision of litigation expense insurance.
The Company was incorporated under The Companies (Guernsey) Law, 2008 (the "Law") on 11 September 2009. Shares in the Company were admitted to trading on AIM, a market operated by the London Stock Exchange, on 21 October 2009.
These financial statements cover the period from 1 January 2014 to 30 June 2014.
2. Principal accounting policies
These consolidated condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and using the going concern basis of preparation. These financial statements do not contain all the information and disclosures as presented in the annual financial statements. The consolidated condensed interim financial statements are presented in United States Dollars, and are rounded to the nearest $'000 unless otherwise indicated.
New standards, interpretations and amendments
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2013.
Several new standards and amendments apply for the first time in 2014, including:
|
|
Effective date |
IAS 32: Financial instruments presentation: Offsetting financial assets and financial liabilities |
1 January 2014 |
|
Amendments to IFRS 10, IFRS 12 and IAS 27 - Investment entities |
1 January 2014 |
|
|
|
|
No material change has resulted from the implementation of the above standards
Basis of consolidation
The consolidated financial statements comprise the financial statements of Burford Capital Limited and the Subsidiaries. All the Subsidiaries are consolidated in full from the date of acquisition.
All intercompany transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated in full.
The Subsidiaries' accounting policies and financial year end are consistent with those of the Company.
3. Material agreements
During 2014 there were not any material agreements in place between Group entities and third parties. The administration agreement with International Administration Group (Guernsey) Limited was amended, effective 1 January 2014, with responsibilities for maintaining the Group's accounting records now being transferred to the Group's internal finance function.
4. Taxation
The Company is exempt from tax in Guernsey. In certain cases, a subsidiary of the Company may elect to make use of investment structures that are subject to income tax in a country related to the investment. Burford UK and its subsidiaries are subject to UK taxation based on profits and income for the period as determined in accordance with relevant tax legislation. Certain Burford US subsidiaries are subject to US taxation as determined in accordance with relevant tax legislation.
The taxation charge for the period ended 30 June 2014 of $1,597,000 (30 June 2013: $1,303,000) includes Burford UK's current taxation of $1,563,000 (30 June 2013: $1,225,000) and US subsidiaries' current taxation of $34,000 (30 June 2013: $78,000).
During the period ending 30 June 2014, the Group also has a deferred taxation credit of $1,467,000 (2013: $1,482,000) relating to the amortisation of the embedded value intangible asset.
Deferred tax asset |
30 June 2014 |
31 December 2013 |
30 June 2013 |
$'000 |
$'000 |
$'000 |
|
|
|
|
|
At 1 January |
695 |
- |
- |
Movement on UK deferred tax - temporary differences |
- |
12 |
- |
Unused tax losses in US |
- |
683 |
- |
|
________ |
________ |
________ |
At end of period |
695 |
695 |
- |
|
═══════ |
═══════ |
═══════ |
Deferred tax liability |
30 June 2014 |
31 December 2013 |
30 June 2013 |
$'000 |
$'000 |
$'000 |
|
|
|
|
|
At 1 January |
2,227 |
5,087 |
5,087 |
Tax released on amortisation of embedded value intangible asset |
(1,467) |
(2,795) |
(1,482) |
Movement on UK deferred tax - temporary differences |
- |
(23) |
21 |
Foreign exchange translation differences |
48 |
(42) |
(314) |
|
________ |
________ |
________ |
At end of period |
808 |
2,227 |
3,312 |
|
═══════ |
═══════ |
═══════ |
5. Embedded value intangible asset
|
30 June 2014 |
31 December 2013 |
30 June 2013 |
$'000 |
$'000 |
$'000 |
|
|
|
|
|
At 1 January |
9,771 |
21,196 |
21,196 |
Amortisation |
(5,870) |
(11,179) |
(5,927) |
Foreign exchange translation differences |
223 |
(246) |
(1,313) |
|
________ |
________ |
________ |
At end of period |
4,124 |
9,771 |
13,956 |
|
═══════ |
═══════ |
═══════ |
Burford UK was acquired on 29 February 2012. The intangible asset represents the value of Burford UK's book of business at the date of acquisition, and is being amortised in accordance with the expected maturity of the business.
6. Non-cash, non-NAV charge associated with the 2012 Reorganisation
On 21 November 2012, the Company entered into a reorganisation transaction (the "2012 Reorganisation") the ultimate effect of which was to internalise the management of the Company and acquire the Investment Adviser. The consideration for the acquisition was 24,545,454 shares of the Company's stock. The Reorganisation was completed on 12 December 2012, and the Company issued the aforementioned shares on that date to the Investment Adviser's principals, Christopher Bogart and Jonathan Molot. As a result of the Reorganisation, the Group has, inter alia, become the owner of Burford Capital LLC, the US operating entity that employs what are now the Group's US employees and which has built a substantial market leading position in the litigation finance market, and the Company is also no longer obliged to make payments of management and performance fees to the Investment Adviser.
The legal form of the Reorganisation transaction was a reverse triangular merger pursuant to section 351 of the US Internal Revenue Code whereby the Company created a subsidiary that merged with and into the Investment Adviser in a reverse subsidiary merger, and all of the equity interests in the surviving entity (Burford Capital LLC) were issued to the Company, which in turn issued the aforementioned shares which were then transferred to Messrs. Bogart and Molot. As a result and as disclosed in the Company's November 2012 RNS announcement, Messrs. Bogart and Molot became owners of those shares immediately and unconditionally, although the shares are subject to a two year lock-up period.
From a corporate law and corporate structure perspective, the Reorganisation is a sale of a business for stock and does not contain any employment component (in that Messrs. Bogart and Molot were employees of Burford Capital LLC both before and after the Reorganisation), and the transaction was entirely concluded within 2012. However, because Messrs. Bogart & Molot are continuing as employees of Burford Capital LLC, IFRS treats the Reorganisation as falling under both IFRS 2 and IFRS 3, notwithstanding the potential for inconsistency between the actual legal form of the transaction and the accounting treatment. This accounting position was solidified in January 2013 (with retroactive effect) following release of general guidance by the IFRS Interpretations Committee.
Thus, for accounting purposes only, the Company has determined a fair value for the Reorganisation transaction by using the implied market value of the shares issued based on their bid price converted to US dollars and without considering their illiquidity or certain contractual restrictions on their transfer, yielding total consideration of $38,373,111. Of that amount, $518,534 relating to tangible assets acquired and a non-cash charge computed pursuant to IFRS 3 of $11,315,080 reflecting the internalisation referred to above were recognised in the Group's 2012 Annual Report.
In February 2013, the accounting review of the application of IFRS 2 (as influenced by the IFRS Interpretations Committee's January 2013 action) reached the conclusion that the remaining $26,539,497 in deemed value would be appropriately recognised as a non-cash charge to income (with a corresponding increase in equity thus having no NAV impact) over a three year period in light of certain pre-existing provisions in the principals' employment arrangements for liquidated damages in the event of employment termination. The Company took the view that sustained recognition of non-cash charges of this sort was not advisable and thus, with the consent of the principals, eliminated those provisions nunc pro tunc, following which the appropriate IFRS 2 treatment was determined to be the full recognition of the remaining deemed value in 2013.
7. Segmental information
Management consider that there are two operating business segments, being (i) provision of litigation investment (reflecting litigation and arbitration-related investment activities anywhere in the world) and (ii) provision of litigation insurance (reflecting UK litigation insurance activities).
Segment revenue and results
30 June 2014 |
Litigation Investment |
Litigation Insurance |
Other corporate activity |
Total |
|
$'000 |
$'000 |
$'000 |
$'000 |
Income |
18,721 |
10,245 |
(1,591) |
27,375 |
Operating expenses |
(4,996) |
(2,781) |
(1,363) |
(9,140) |
Amortisation of embedded value intangible asset |
|
|
|
(5,870) |
|
________ |
________ |
________ |
________ |
Profit for the period before taxation |
13,725 |
7,464 |
(8,824) |
12,365 |
Current taxation |
(34) |
(1,563) |
- |
(1,597) |
Deferred tax credit |
- |
- |
1,467 |
1,467 |
Other comprehensive income |
- |
- |
958 |
958 |
|
________ |
________ |
________ |
________ |
Total comprehensive income |
13,691 |
5,901 |
(6,399) |
13,193 |
|
══════ |
══════ |
══════ |
══════ |
30 June 2013 |
Litigation Investment |
Litigation Insurance |
Other corporate activity |
Total |
|
$'000 |
$'000 |
$'000 |
$'000 |
Income |
10,096 |
10,207 |
(818) |
19,485 |
Operating expenses |
(4,761) |
(3,127) |
(1,926) |
(9,814) |
Non-cash, non-NAV charge associated with the 2012 Reorganisation |
- |
- |
(26,539) |
(26,539) |
Reorganisation advisory fees |
- |
- |
(619) |
(619) |
UK Restructuring costs |
- |
(1,148) |
- |
(1,148) |
Amortisation of embedded value intangible asset |
|
|
|
|
|
________ |
________ |
________ |
________ |
Profit for the period before taxation |
5,335 |
5,932 |
(35,829) |
(24,562) |
Current taxation |
- |
(1,225) |
(78) |
(1,303) |
Deferred tax credit |
- |
- |
1,482 |
1,482 |
Other comprehensive income |
- |
- |
(2,040) |
(2,040) |
|
________ |
________ |
________ |
________ |
Total comprehensive income |
5,335 |
4,707 |
(36,465) |
(26,423) |
|
══════ |
══════ |
══════ |
══════ |
Segment assets
30 June 2014 |
Litigation Investment |
Litigation Insurance |
Other corporate activity |
Total |
|
$'000 |
$'000 |
$'000 |
$'000 |
Non-current assets |
|
|
|
|
Embedded value intangible asset |
|
- |
4,124 |
4,124 |
Tangible fixed assets |
- |
177 |
321 |
498 |
Litigation-related investments |
219,292 |
- |
- |
219,292 |
Due from settlement of litigation-related investments |
43,105 |
- |
- |
43,105 |
Deferred tax asset |
683 |
12 |
- |
695 |
|
________ |
________ |
________ |
________ |
|
263,080 |
189 |
4,445 |
267,714 |
|
________ |
________ |
________ |
________ |
Current assets |
|
|
|
|
Cash management investments at fair value through profit or loss |
- |
- |
62,005 |
62,005 |
Due from settlement of litigation-related investments |
6,189 |
- |
- |
6,189 |
Receivables and prepayments |
25 |
9,853 |
219 |
10,097 |
Cash and cash equivalents |
2,386 |
7,508 |
5,443 |
15,337 |
|
________ |
________ |
________ |
________ |
|
8,600 |
17,361 |
67,667 |
93,628 |
|
________ |
________ |
________ |
________ |
Total assets |
271,680 |
17,550 |
72,112 |
361,342 |
|
________ |
________ |
________ |
________ |
Current liabilities |
|
|
|
|
Litigation-related investments payable |
1,309 |
- |
- |
1,309 |
Payables |
1,429 |
1,001 |
819 |
3,249 |
Taxation payable |
- |
2,677 |
- |
2,677 |
|
________ |
________ |
________ |
________ |
|
2,738 |
3,678 |
819 |
7,235 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Deferred taxation payable |
- |
- |
808 |
808 |
|
________ |
________ |
________ |
________ |
|
- |
- |
808 |
808 |
|
________ |
________ |
________ |
________ |
Total liabilities |
2,738 |
3,678 |
1,627 |
8,043 |
|
________ |
________ |
________ |
________ |
Total net assets |
268,942 |
13,872 |
70,485 |
353,299 |
|
══════ |
══════ |
══════ |
══════ |
31 December 2013 |
Litigation Investment |
Litigation Insurance |
Other corporate activity |
Total |
|
$'000 |
$'000 |
$'000 |
$'000 |
Non-current assets |
|
|
|
|
Embedded value intangible asset |
|
- |
|
9,771 |
Tangible fixed assets |
- |
132 |
372 |
504 |
Litigation-related Investments |
214,873 |
- |
- |
214,873 |
Due from settlement of litigation-related investments |
|
|
|
41,430 |
Deferred tax asset |
683 |
12 |
- |
695 |
|
________ |
________ |
________ |
________ |
|
256,986 |
144 |
10,143 |
267,273 |
|
|
|
|
|
|
________ |
________ |
________ |
________ |
Current assets |
|
|
|
|
Cash management investments at fair value through profit or loss |
- |
- |
26,147 |
26,147 |
Due from settlement of litigation-related investments |
|
|
|
|
Receivables and prepayments |
3,370 |
11,955 |
201 |
15,526 |
Cash and cash equivalents |
28,957 |
16,931 |
11,779 |
57,667 |
|
________ |
________ |
________ |
________ |
|
41,796 |
28,886 |
38,127 |
108,809 |
|
________ |
________ |
________ |
________ |
Total assets |
298,782 |
29,030 |
48,270 |
376,082 |
|
________ |
________ |
________ |
________ |
|
|
|
|
|
Current liabilities |
|
|
|
|
Litigation-related investments payable |
15,639 |
- |
- |
15,639 |
Payables |
1,979 |
1,044 |
1,688 |
4,711 |
Taxation payable |
40 |
1,954 |
- |
1,994 |
|
________ |
________ |
________ |
________ |
|
17,658 |
2,998 |
1,688 |
22,344 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Deferred taxation payable |
- |
- |
2,227 |
2,227 |
|
________ |
________ |
________ |
________ |
|
- |
- |
2,227 |
2,227 |
|
________ |
________ |
________ |
________ |
Total liabilities |
17,658 |
2,998 |
3,915 |
24,571 |
|
________ |
________ |
________ |
________ |
Total net assets |
281,124 |
26,032 |
44,355 |
351,511 |
|
═══════ |
═══════ |
═══════ |
═══════ |
30 June 2013 |
Litigation Investment |
Litigation Insurance |
Other corporate activity |
Total |
|
$'000 |
$'000 |
$'000 |
$'000 |
Non-current assets |
|
|
|
|
Embedded value intangible asset |
|
- |
13,956 |
13,956 |
Tangible fixed assets |
- |
109 |
354 |
463 |
Litigation-related Investments |
161,226 |
- |
- |
161,226 |
Litigation portfolio financing |
30,000 |
- |
- |
30,000 |
Due from settlement of litigation-related investments |
42,406 |
- |
- |
42,406 |
|
________ |
________ |
________ |
________ |
|
233,632 |
109 |
14,310 |
248,051 |
|
|
|
|
|
|
________ |
________ |
________ |
________ |
Current assets |
|
|
|
|
Cash management investments at fair value through profit or loss |
- |
- |
40,979 |
40,979 |
Due from settlement of litigation-related investments |
5,886 |
- |
- |
5,886 |
Receivables and prepayments |
2,097 |
9,212 |
187 |
11,496 |
Cash and cash equivalents |
15,352 |
11,715 |
196 |
27,263 |
|
________ |
________ |
________ |
________ |
|
23,335 |
20,927 |
41,362 |
85,624 |
|
________ |
________ |
________ |
________ |
Total assets |
256,967 |
21,036 |
55,672 |
333,675 |
|
________ |
________ |
________ |
________ |
Current liabilities |
|
|
|
|
Payables |
4,517 |
1,664 |
614 |
6,795 |
Taxation payable |
- |
1,269 |
- |
1,269 |
|
________ |
________ |
________ |
________ |
|
4,517 |
2,933 |
614 |
8,064 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Deferred taxation payable |
- |
21 |
3,291 |
3,312 |
|
________ |
________ |
________ |
________ |
|
- |
21 |
3,291 |
3,312 |
|
________ |
________ |
________ |
________ |
Total liabilities |
4,517 |
2,954 |
3,905 |
11,376 |
|
________ |
________ |
________ |
________ |
Total net assets |
252,450 |
18,082 |
51,767 |
322,299 |
|
══════ |
══════ |
══════ |
══════ |
8. Cash management investments at fair value through profit or loss
|
30 June |
31 December |
30 June |
|
$'000 |
$'000 |
$'000 |
|
|
|
|
Listed corporate bond funds |
- |
2,169 |
9,458 |
Listed fixed income and investment funds, including mutual funds |
43,729 |
- |
- |
Unlisted fixed income and investment funds, including mutual funds |
18,276 |
23,978 |
31,521 |
|
________ |
________ |
________ |
Total cash management investments at fair value through profit or loss |
62,005 |
26,147 |
40,979 |
|
══════ |
═══════ |
═══════ |
Reconciliation of movements:
|
30 June |
31 December |
30 June |
|
$'000 |
$'000 |
$'000 |
|
|
|
|
At 1 January |
26,147 |
50,790 |
50,790 |
Purchases |
97,107 |
46,315 |
17,883 |
Proceeds on disposal |
(59,590) |
(71,204) |
(27,000) |
Realised gains on disposal |
319 |
2,880 |
902 |
Fair value change in period |
(1,978) |
(2,634) |
(1,596) |
|
________ |
________ |
________ |
At end of period |
62,005 |
26,147 |
40,979 |
|
══════ |
═══════ |
═══════ |
During the period ended 30 June 2014, the bulk of the cash management investments at fair value through profit or loss were in fixed income and investment funds.
Net changes in cash management investments at fair value through profit or loss: |
30 June 2014 |
30 June 2013 |
$'000 |
$'000 |
|
|
|
|
Realised gains (including dividend income) |
357 |
1,193 |
Fair value movement |
(1,978) |
(1,596) |
|
________ |
________ |
Net (losses) |
(1,621) |
(403) |
|
═══════ |
═══════ |
9. Litigation portfolio financing
|
30 June |
31 December |
30 June |
|
$'000 |
$'000 |
$'000 |
|
|
|
|
Total litigation portfolio financing |
- |
- |
30,000 |
|
══════ |
═══════ |
═══════ |
|
|
|
|
Interest and other income from litigation portfolio financing |
- |
3,405 |
2,047 |
|
══════ |
═══════ |
═══════ |
The litigation portfolio financing balance was measured at amortised cost and attracted interest at 13.5% per annum, payable monthly. The asset had a maturity date of 31 July 2016, with repayments due to commence on 31 January 2014, but was repaid early in full on 3 October 2013. An early repayment fee of $300,000 was also received in addition to monthly interest payments up to the date of repayment. The interest income from litigation financing assets was included in "Interest and other income from litigation-related activities" in the Consolidated Statement of Comprehensive Income.
10. Litigation-related investments at fair value through profit or loss
|
30 June |
31 December |
30 June |
|
$'000 |
$'000 |
$'000 |
|
|
|
|
Balance at fair value as at 1 January |
214,873 |
159,749 |
159,749 |
Additions |
22,900 |
62,420 |
22,215 |
Realisations |
(32,153) |
(37,472) |
(26,051) |
Net realised gain/(loss) for period |
13,242 |
6,482 |
(1,185) |
Fair value movement (net of transfers to realisations) |
311 |
23,583 |
6,601 |
Foreign exchange gain/(loss) |
119 |
111 |
(103) |
|
________ |
________ |
________ |
Balance at fair value as at end of period |
219,292 |
214,873 |
161,226 |
|
══════ |
═══════ |
═══════ |
The net gains on litigation-related investments included at fair value through profit or loss included on the face of the Consolidated Statement of Comprehensive Income comprise:
|
30 June 2014 |
30 June 2013 |
|
$'000 |
$'000 |
Net realised gains/(losses) on litigation-related investments at fair value through profit or loss (above) |
|
|
Fair value movement (net of transfers to realisations) (above) |
311 |
6,601 |
Net decrease in liability for investment sub-participations |
21 |
1,333 |
|
________ |
________ |
Net gains on litigation-related investments at fair value through profit or loss |
|
|
|
═══════ |
═══════ |
11. Due from settlement of litigation-related investments
Amounts due from settlement of litigation-related investments relate to the recovery of litigation-related investments that have successfully concluded and where there is no longer any litigation risk remaining. The settlement terms and duration vary by investment. The carrying value of these assets approximates the fair value of the assets at the balance sheet date.
|
30 June |
31 December |
30 June
|
|
$'000 |
$'000 |
$'000 |
Due from settlement of litigation-related investments |
|
|
|
At 1 January |
50,899 |
43,840 |
43,840 |
Transfer of realisations from litigation-related investments (Note 10) |
32,153 |
37,472 |
26,051 |
Interest income on due from settlement of litigation-related investments |
2,610 |
1,239 |
278 |
Proceeds from settled litigation-related investments |
(36,328) |
(31,338) |
(21,809) |
Proceeds from interest income on due from settlement of litigation-related investments |
(40) |
(314) |
(68) |
|
________ |
________ |
________ |
At end of period |
49,294 |
50,899 |
48,292 |
|
══════ |
═══════ |
═══════ |
Split: |
|
|
|
Non-current assets |
43,105 |
41,430 |
42,406 |
Current assets |
6,189 |
9,469 |
5,886 |
|
________ |
________ |
________ |
|
49,294 |
50,899 |
48,292 |
|
═══════ |
═══════ |
═══════ |
The interest and other income on litigation-related activities on the face of the Consolidated Statement of Comprehensive Income comprise: |
|
30 June 2014 |
30 June 2013 |
|
$'000 |
$'000 |
Interest and other income on litigation portfolio financing (Note 9) |
|
|
Interest income on due from settlement of litigation-related investments (above) |
2,610 |
278 |
Interest and other income from continuing litigation-related investments |
2,537 |
1,022 |
|
________ |
________ |
Net gains on litigation-related investments at fair value through profit or loss |
|
|
|
═══════ |
═══════ |
12. Receivables and prepayments
|
30 June |
31 December |
30 June |
|
$'000 |
$'000 |
$'000 |
|
|
|
|
Trade receivable - insurance segment |
9,825 |
11,880 |
8,890 |
Interest receivable from continuing litigation-related investments |
25 |
3,297 |
2,010 |
Prepayments |
58 |
161 |
176 |
Other debtors |
189 |
188 |
420 |
|
________ |
________ |
________ |
|
10,097 |
15,526 |
11,496 |
|
══════ |
═══════ |
═══════ |
13. Payables
|
30 June |
31 December |
30 June |
|
$'000 |
$'000 |
$'000 |
|
|
|
|
Audit fee payable |
445 |
319 |
169 |
Reorganisation advisory fees payable |
- |
422 |
500 |
General expenses payable |
1,737 |
1,976 |
1,508 |
UK Restructuring |
- |
242 |
1,010 |
Claim costs payable |
- |
643 |
2,050 |
Investment sub-participations |
1,067 |
1,109 |
1,558 |
|
_______ |
_______ |
_______ |
|
3,249 |
4,711 |
6,795 |
|
══════ |
══════ |
══════ |
14. Share capital
|
30 June |
31 December |
30 June |
|
$'000 |
$'000 |
$'000 |
Authorised share capital |
|
|
|
|
════════ |
════════ |
════════ |
|
Number |
Number |
Number |
Issued share capital |
|
|
|
|
════════ |
════════ |
════════ |
80,000,001 Ordinary Shares were issued at 100p each on 21 October 2009. A further 100,000,000 Ordinary Shares were issued at 110p each on 9 December 2010. As detailed in Note 6, a further 24,545,454 shares were issued on 12 December 2012.
|
30 June |
31 December |
30 June |
|
$'000 |
$'000 |
$'000 |
|
|
|
|
At 1 January |
328,749 |
302,210 |
302,210 |
Shares issued in 2012 Reorganisation (Note 6) |
- |
26,539 |
26,539 |
|
_______ |
_______ |
_______ |
At end of period |
328,749 |
328,749 |
328,749 |
|
══════ |
══════ |
══════ |
15. Contingent preference shares
The Group, through a 100% owned direct subsidiary listed on the Channel Islands Stock Exchange, BC Capital Limited, listed 400 units (contingent preference shares) with a nominal value of $100,000 each (the Units) at an issue price of $3,000 per Unit, each representing on issue 10 'A' preference shares and zero 'B' preference shares (together, the Preference Shares), on 5 December 2013. Prior to the fifth anniversary of issue, the Group has the right to make capital calls in multiples of $10,000 per unit up to a maximum of $100,000 per unit, or $40,000,000 in aggregate, which will oblige the unitholder to pay the amount called within one month and an 'A' preference share will convert into a 'B' preference share for each $10,000 paid. 'A' preference shares, subject to Board approval, accrue a 3% dividend. 'B' preference shares, subject to Board approval, accrue dividends at a rate of 30 day LIBOR + 700 basis points. The Group has the right to redeem all the outstanding 'A' preference shares for an amount representing unpaid dividend rights and to redeem some or all of the 'B' preference shares for $10,000 each plus any unpaid accumulated dividend.
|
30 June 2014 |
31 December 2013 |
Issued contingent preference shares |
$'000 |
$'000 |
400 Contingent preference share units at $100,000 nominal value per unit |
40,000 |
40,000 |
|
═══════ |
═══════ |
|
30 June 2014 |
31 December 2013 |
Contingent preference shares |
$'000 |
$'000 |
At 1 January |
1 |
- |
Attributable profit for the period |
600 |
89 |
Dividends paid |
(689) |
- |
Contingent preference shares issued |
- |
1,200 |
Share issue costs |
(18) |
(1,288) |
|
________ |
________ |
At end of period |
(106) |
1 |
|
═══════ |
═══════ |
16. Profit per ordinary share and comprehensive income per ordinary share
Profit per ordinary share is calculated based on a profit attributable to ordinary shareholders for the period of $11,635,000 (30 June 2013: loss of $24,383,000) and the weighted average number of ordinary shares in issue for the period of 204,545,455 (30 June 2013: 204,545,455). Comprehensive income per ordinary share is calculated based on comprehensive income attributable to ordinary shareholders for the period of $12,593,000 (30 June 2013: loss of $26,423,000) and the weighted average number of ordinary shares in issue for the period of 204,545,455 (30 June 2013: 204,545,455).
17. Financial commitments and contingent liabilities
As a normal part of its business, the Group routinely enters into some investment agreements that oblige the Group to make continuing investments over time, whereas other agreements provide for the immediate funding of the total investment commitment. The terms of the former type of investment agreements vary widely; in some cases, the Group has broad discretion as to each incremental funding of a continuing investment, and in others, the Group has little discretion and would suffer punitive consequences were it to fail to provide incremental funding.
The Group's funding obligations are capped at a fixed amount in its agreements. At 30 June 2014, the Group had outstanding commitments for $104 million (31 December 2013: $63 million; 30 June 2013: $68 million). Of the $104 million in commitments, the Group expects less than 50% to be sought from it during the next twelve months.
18. Fair value of assets and liabilities
The financial assets measured at fair value are disclosed using a fair value hierarchy that reflects the market price observability of the inputs used in making the fair value measurements, as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities;
Level 2 - Those involving inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices);
Level 3 - Those inputs for the asset or liability that are not based on observable market data (unobservable inputs). The inputs into determination of fair value require significant management judgement and estimation.
Valuation Methodology
Financial assets and financial liabilities measured at fair value continue to be valued using the techniques set out in the accounting policies used in the 2013 Annual Report.
Fair Value Hierarchy
|
Level 1 |
Level 2 |
Level 3 |
Total |
30 June 2014 |
$'000 |
$'000 |
$'000 |
$'000 |
|
|
|
|
|
Litigation-related Investments |
- |
- |
219,292 |
219,292 |
Cash Management Investments at fair value through profit or loss: |
|
|
|
|
Unlisted fixed income and investment funds |
- |
18,276 |
- |
18,276 |
|
|
|
|
|
Listed fixed income and investment funds |
43,729 |
- |
- |
43,729 |
|
______ |
_______ |
_______ |
_______ |
Total |
43,729 |
18,276 |
219,292 |
281,297 |
|
═════ |
═════ |
═════ |
═════ |
|
Level 1 |
Level 2 |
Level 3 |
Total |
31 December 2013 |
$'000 |
$'000 |
$'000 |
$'000 |
|
|
|
|
|
Litigation-related Investments |
- |
- |
214,873 |
214,873 |
Cash Management Investments at fair value through profit or loss: |
|
|
|
|
Unlisted fixed income and investment funds |
- |
23,978 |
- |
23,978 |
Listed corporate bond funds |
2,169 |
- |
- |
2,169 |
|
______ |
_______ |
_______ |
_______ |
Total |
2,169 |
23,978 |
214,873 |
241,020 |
|
═════ |
═════ |
═════ |
════ |
|
Level 1 |
Level 2 |
Level 3 |
Total |
30 June 2013 |
$'000 |
$'000 |
$'000 |
$'000 |
|
|
|
|
|
Litigation-related Investments |
- |
- |
161,226 |
161,226 |
Cash Management Investments at fair value through profit or loss: |
|
|
|
|
Unlisted fixed income and investment funds |
- |
31,521 |
- |
31,521 |
Listed corporate bond funds |
9,458 |
- |
- |
9,458 |
|
______ |
_______ |
_______ |
_______ |
Total |
9,458 |
31,521 |
161,226 |
202,205 |
|
═════ |
═════ |
═════ |
════ |
Movements in level 3 fair value assets
The table below provides analysis movements in the level 3 financial assets.
|
Litigation-related investments |
Total level 3 assets |
|
$'000 |
$'000 |
|
|
|
At 1 January 2014 |
214,873 |
214,873 |
Additions |
22,900 |
22,900 |
Realisations |
(32,153) |
(32,153) |
Net gains on litigation-related investments recognised in the Income Statement |
13,553 |
13,553 |
Exchange adjustment |
119 |
119 |
|
________ |
________ |
At 30 June 2014 |
219,292 |
219,292 |
|
═══════ |
═══════ |
Sensitivity of level 3 valuations
Following investment, the Group engages in a semi-annual review of each investment's fair value. At 30 June 2014, should the value of investments have been 10% higher or lower than provided for in the Group's fair value estimation, while all other variables remained constant, the Group's income and net assets would have increased and decreased respectively by $21,929,000.
Reasonably possible alternative assumptions
The determination of fair value of litigation-related investments involves significant judgments and estimates. Whilst the potential range of outcomes for the investments is wide, the Group's fair value estimation is its best assessment of the current fair value of each investment. That estimate is inherently subjective being based largely on an assessment of how individual events have changed the possible outcomes of the investment and their relative probabilities and hence the extent to which the fair value has altered. The aggregate of the fair values selected falls within a wide range of reasonably possible estimates. In the Group's opinion there is no useful alternative valuation that would better quantify the market risk inherent in the portfolio and there are no inputs or variables to which the values of the investments are correlated.
19. Related party transactions
Directors' fees paid in the period amounted to $196,000 (30 June 2013: $175,000). There were no directors' fees outstanding at 30 June 2014, 31 December 2013 or 30 June 2013.
There is no controlling party.
20. Subsequent events
On 19 August 2014 the Group, through a 100% owned subsidiary, Burford Capital PLC, issued retail bonds to the value of $153,873,000 (£90,000,000). The bonds are listed on the London Stock Exchange's Order Book for Retail Bonds. The bonds will mature on 19 August 2022, and pay a fixed rate of interest of 6.5%.