Not for Distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.
1 September 2021
Symphony International Holdings Limited
Interim Financial Results for the six-month period ended 30 June 2021
Symphony International Holdings Limited ("SIHL", the "Company" or "Symphony") announces the interim results for the six months ended 30 June 2021 . The condensed interim financial statements of the Company and its subsidiaries have been prepared in accordance with IAS 34 Interim Financial Reporting and have not been audited or reviewed by the auditors of the Company.
Introduction
The Company is an investment company initially incorporated as a limited liability company under the laws of the British Virgin Islands on 5 January 2004. The Company voluntarily re-registered itself as a BVI Business Company on 17 November 2006. The Company's investment objectives are to increase the aggregate net asset value of the Company ("NAV") calculated in accordance with the Company's policies through strategic longer-term investments in consumer-related businesses, primarily in the healthcare, hospitality, lifestyle (including branded real estate developments), logistics and education sectors, and through investments in special situations and structured transactions, which have the potential to generate attractive returns and to enhance the NAV.
The Company was admitted to the Official List of the UK Listing Authority on 3 August 2007 under Chapter 14 of the UK Listing Rules and its securities were admitted to trading on the London Stock Exchange's main market for listed securities on the same date.
Symphony's Investment Manager is Symphony Asia Holdings Pte. Ltd. (the "Investment Manager" or "SAHPL"). The Company has entered into an Investment Management Agreement with the Investment Manager. SAHPL's licence for carrying on fund management in Singapore is restricted to serving only accredited investors and/or institutional investors. Symphony is an accredited investor.
As at 30 June
2021
, the issued share capital of the Company was US$409.70 million
(31 December
2020
: US$
409.70
million) consisting of 513,366,198 (31 December
2020
: 513,366,198) ordinary shares.
Net Asset Value
Symphony's NAV is the sum of its cash and cash equivalents, temporary investments, the fair value of unrealised investments (including investments in subsidiaries, associates and joint ventures) and any other assets, less any other liabilities. The unaudited financial statements contained herein may not account for the fair value of certain unrealised investments. Accordingly, Symphony's NAV may not be comparable to the net asset value in the unaudited financial statements. The primary measure of SIHL's financial performance and the performance of its subsidiaries will be the change in Symphony's NAV per share resulting from changes in the fair value of investments.
The NAV attributable to the ordinary shares on 30 June 2021 was US$0.83 (30 June 2020 : US$0.62) per share. This represented an 11.79% increase over the NAV per share of US$0.74 at 31 December 2020 . The change in NAV from 31 December 2020 to 30 June 2021 is due to an increase in share price of Minor International Public Company Limited ("MINT") and the value of unlisted investments, predominantly related to Indo Trans Logistics Corporation ("ITL") and Soothe Healthcare Private Limited ("Soothe"), which were partially offset by a depreciation in the Thai Baht and other minor movements related to investment valuations.
Portfolio Overview
The following is an overview of the Company's portfolio as at 30 June 2021 :
HOSPITALITY
Minor International Public Company Limited ("MINT") is a diversified consumer business and is one of the largest hospitality and restaurant companies in the Asia-Pacific region. Anil Thadani (a Director of the Company) currently serves on MINT's board of directors. Sunil Chandiramani (a Director of the Company) currently serves as an advisor to MINT's board of directors. MINT is a company that is incorporated under the laws of Thailand and is listed on the Stock Exchange of Thailand.
MINT owns 372 hotels and manages 155 other hotels and serviced suites with 75,242 rooms. MINT owns and manages hotels in 55 countries predominantly under its own brand names that include Anantara, Oaks, NH Collection, nhow, NH Hotels, Elewana, AVANI, Per AQUUM and Tivoli. MINT also owns and operates 2,367 restaurants (comprising 1,190 equity-owned outlets and 1,177 franchised outlets) under brands that include The Pizza Company, Benihana, Swensen's, Sizzler, Dairy Queen, Burger King, Beijing Riverside, Thai Express, The Coffee Club, Veneziano Coffee Roasters, and Breadtalk. Approximately two-thirds of these outlets are in Thailand with the remaining number in other Asian countries, Europe and the Middle East.
MINT's operations also include contract manufacturing and an international lifestyle consumer brand distribution business with 432 retail outlets focusing on fashion, cosmetics, wholesale and direct marketing channels under brands that include Anello, Bossini, Charles and Keith, Esprit, Zwilling J.A. Henckels and Bodum amongst others..
As at
30 June
2021
, the Company's gross and net investment cost in MINT was approximately US$82.82 million (31 December
2020
: US$82.82 million) and (US$212.11 million)
(31 December
2020
: (US$175.46 million)), respectively. The negative net investment cost is due to the proceeds from partial realisations being in excess of cost for this investment.
As at 30 June 2021 , the market value of the Company's investment in MINT was US$86.48 million (31 December 2020 : US$109.03 million) . The change in value since 31 December 2020 is due to (i) the sale of 35.89 million shares and 12.34 million warrants that generated net proceeds of US$36.65 million and (ii) a depreciation in the onshore Thai baht rate by 7.02%, which were partially offset by an increase in the share price of MINT by 16.67% during the same period.
HEALTHCARE
ASG Hospital Private Limited ("ASG") is a full-service eye-healthcare provider with operations in India, Africa, and Nepal. ASG was co-founded in Rajasthan, India in 2005 by Dr. Arun Singhvi and Dr. Shashank Gang. ASG's operations have since grown to 36 clinics, which offer a full range of eye-healthcare services, including outpatient consultation and a full suite of inpatient procedures (cataract, retina surgeries, Lasik, glaucoma, cornea and other complicated eye surgeries). ASG also operates an optical and pharmacy business, which is located within clinics. Symphony invested in ASG in tranches and following the completion of the final tranche in July 2020, Symphony had a 19.24% interest in ASG.
Soothe Healthcare Pvt. Ltd. ("Soothe") was founded in 2012 and operates within the fast-growing hygiene market segment in India. Together with government initiatives to promote usage, growing disposable income in India is expected to drive the market size for feminine hygiene products over the coming decades. Symphony completed its equity investment in Soothe in August 2019 and became a significant minority shareholder in the company. Symphony subsequently made investments through convertible notes in 2020 and 2021. The total investment cost is less than 5% of NAV.
LIFESTYLE
Liaigre Group ("Liaigre") is synonymous with discreet luxury and has become one of the most sought-after luxury furniture brands. Liaigre has a strong intellectual property portfolio and offers a range of bespoke furniture, lighting, fabric & leather, and accessories through a network of 25 showrooms across Europe, the US and Asia. In addition, Liaigre also undertakes exclusive interior architecture projects for select yachts, hotels, restaurants and private residences. Symphony announced in May 2016 that it acquired, as part of a consortium, Financier CL SAS, the holding company of the Liaigre.
CHANINTR ("Chanintr") is a luxury lifestyle company which primarily sells several high-end U.S. and European furniture brands and is based in Thailand. The current portfolio of furniture brands includes Christian Liaigre, Barbara Barry, Baker, Thomasville, Herman Miller, Minotti, Bulthaup kitchens, Puiforcat, and St. Louis. It also provides Furniture, Fixtures & Equipment solutions for various real estate and hotel projects. In 2019, Chanintr launched Chanintr Residences which will showcase custom-designed luxury residences as turnkey projects. More recently Chanintr began offering office furniture rental solutions. Chanintr also has the franchise to operate the Clinton Street Baking Company ("CSB") F&B outlets in selected Asian markets.
Wine Connection Group ("WCG") is Southeast Asia's leading wine themed Food and Beverage chain with approximately 71 outlets in Singapore, Thailand, Malaysia and South Korea. Founded in 1998, WCG has developed an expertise in offering affordable, high quality and exclusive wines from around the world through owned F&B outlets. Symphony invested in WCG in 2014.
LIFESTYLE/REAL ESTATE
Minuet Limited ("Minuet") is a joint venture between Symphony and an established Thai partner. Symphony has a direct 49% interest* in the venture and is considering several development and/or sale options for the land owned by Minuet, which is located in close proximity to central Bangkok. As at 30 June 2021 , Minuet held approximately 211 rai (33.80 hectares) of land in Bangkok.
* The Company also has a 49% shareholding in La Finta Limited, which itself holds a 2% interest in Minuet.
The Company initially invested
approximately US$78.30 million by way of
an equity investment and interest-
bearing shareholder loan
for its interest in Minuet. Since the initial investment by the Company, Minuet has received proceeds from rental income and partial land sales. As at
30 June
2021
,
the
Company's investment cost (net of shareholder loan repayments) was approximately US$
19.26
million (31 December
2020
: US$19.26 million).
The fair value of the Company's interest in Minuet as at
30 June
2021
was US$
64.45
million (31 December
2020
: US$
69.02
million) based on an independent third party valuation. The change in fair value from
31 December 2020
is predominantly due to the weakening of the Thai baht offshore rate by 6.91% and other minor movements in assets and liabilities.
SG Land Co. Ltd. ("SG Land") is a joint venture company that owns the leasehold rights for two office buildings in downtown Bangkok - SG Tower and Millennia Tower. The two buildings in SG Land's portfolio have high occupancy rates and offer attractive rental yields. The Company holds a 49.9% interest in the venture.
The value of SG Land as at 30 June 2021 was US$ 6.49 million (31 December 2020 : US$ 8.32 million) based on an independent third party valuation. The change in value from 31 December 2020 is due to the repayment of accrued interest balances outstanding of US$1.32 million (net of withholding tax), a depreciation in the offshore Thai baht by 6.91% and other minor movements in assets and liabilities.
Niseko Property Joint Venture ("Niseko JV") is a property development venture that acquired land in Niseko, Hokkaido, Japan. Symphony has a 37.5% interest in this venture, which it acquired for a total investment of US$10.2 million and has to date received distributions of US$16.7 million that relate to the partial sale of land held by the venture. The Niseko JV sold 31% of the development site to Hanwha Hotels & Resorts with a further 39% to a new joint venture company that is equally held and being co-developed by the Niseko JV and Hanwha Hotels & Resorts. The Niseko JV continues to effectively hold approximately 50% of the development site, of which one third is held for future development and/or sale.
Desaru property joint venture in Malaysia ("Desaru") is a property joint venture in Malaysia with an affiliate of Destination Resorts and Hotels Sdn Bhd, a hotel and destination resort investment subsidiary of Khazanah Nasional Berhad, the investment arm of the Government of Malaysia. The joint venture has developed a beachfront country club and private villas on the south-eastern coast of Malaysia that will be branded and managed by One & Only Resorts. The Company has a 49% equity interest and invested approximately US$58.78 million in equity and debt in the joint venture. Based on an independent third party valuation, the investment was valued at US$31.0 million at 30 June 2021 (31 December 2020 : US$35.30 million). The change in value from 31 December 2020 is due to a depreciation in the Malaysian ringgit by 3.20%, a decline in the value of land by 4.56% and an increase in liabilities related to the financing structure for the development.
Interest in Phuket Luxury Villa ("Phuket Villa"). Symphony holds a one third interest in a luxury villa in Phuket, Thailand. Together with an effective cash payment, the Phuket Villa formed part of the settlement in June 2020 for a structured loan transaction made by Symphony in 2014. A term sheet was recently signed to sell the Phuket Villa. The transaction is expected to complete in the coming months.
EDUCATION
WCIB International Co. Ltd. ("WCIB") is a joint venture that developed and operates Wellington College International Bangkok, the fifth international addition to the Wellington College family of schools. WCIB operates a co-educational school that will ultimately cater to over 1,500 students aged 2-18 years of age when all phases are fully complete. WCIB commenced operations in August 2018 with inaugural students attending Nursery to Year 6. Symphony initially invested in the joint venture in January 2017 and has made periodic investments with its partners to facilitate ongoing development of the school for more senior year intake and working capital requirements.
Creative Technology Solutions DMCC ("CTS") is a UAE-based company that provides technology solutions to K12 schools in the UAE and the Kingdom of Saudi Arabia ("KSA"). The company was founded in 2013 to provide customized IT solutions to the education sector, including hardware, software and training. Symphony made its investment in CTS in June 2019.
LOGISTICS AND OTHER INVESTMENTS
Indo Trans Logistics Corporation ("ITL") was founded in 2000 as a freight-forwarding company and has since grown to become Vietnam's largest independent integrated logistics company with a network that is spread across Vietnam, Cambodia, Laos, Myanmar, and Thailand. ITL has grown to national champion status in Vietnam with over 2,000 employees across its business units and joint ventures. ITL's strategic plans include supporting small and medium enterprises in Vietnam and across the Indochina region. Symphony's gross investment cost, for an approximately 25.1% stake in ITL, is US$42.6 million as at 30 June 2021.
Smarten Spaces Pte. Ltd. ("Smarten") is a Singapore-based SaaS (Software-as-a-Service) company that provides software solutions for space management in commercial and industrial properties. Smarten was founded in 2017 by Dinesh Malkani, who was previously the Asia CEO for CISCO Systems, and offers over thirty micro services to manage functions that include building access control, car parking, reservation of conference rooms and individual workstations, room temperature and lighting, co-working and co-living spaces, F&B services, and community bulletin boards. Symphony invested in Smarten in two tranches beginning in November 2019 with the final subscription tranche made in September 2020.
Good Capital Partners ("GCP") and Good Capital Fund I ("GCF"): GCP is majority owned by brothers Rohan and Arjun Malhotra who founded Investopad in 2014 by investing their own capital into building substantial incubation infrastructure across India (Delhi, Bangalore and Gurgaon) and creating a thriving ecosystem of technology startups. Symphony announced its investment in July 2019 and has a stake in GCP and its first fund, GCF.
August Jewellery Pvt. Ltd. ("Melorra") was founded in January 2015 and is an online fast fashion jewellery company operating in India and targeting young millennial customers. Melorra utilizes 3D printing technology to achieve just-in-time manufacturing and limited inventory for 300 new designs per month. Symphony, through a wholly owned Singapore subsidiary, subscribed to convertible notes in Melorra in several stages together with a consortium of investors.
Cash and cash equivalents
Symphony has placed funds in certain temporary investments. As at 30 June 2021 , cash and cash equivalents amounted to US$24.55 million (31 December 2020 : US$0.26 million).
Outlook
There remains considerable uncertainty with the ongoing effects of Covid-19, which continues to impact most countries in Asia. However, stronger vaccination initiatives are expected to allow many Asian economies to ease border restrictions later in 2021. Generally, most of Symphony's investments that had been materially impacted by the pandemic have seen some improvement in their respective operating environment. We remain cautiously optimistic that Symphony's portfolio companies will continue to benefit as economies begin to normalise.
Principal Risks
Some of the risks that the Company is exposed to are described below.
The Company's and the Company's investment management team's past performance is not necessarily indicative of the Company's future performance and any unrealised values of investments presented in this document may not be realised in the future.
The Company is not structured as a typical private equity vehicle (it is structured as a permanent capital vehicle), and thus may not have a comparable investment strategy. The investment opportunities for the Company are more likely to be as a long-term strategic partner in investments, which may be less liquid, and which are less likely to increase in value in the short term.
The Company's organisational, ownership and investment structure may create certain conflicts of interests (for example in respect of the directorships, shareholdings or interests, including in portfolio companies that some of the Directors and members of the Company's investment management team may have). In addition, neither the Investment Manager nor any of its affiliates owes the Company's shareholders any fiduciary duties under the Investment Management Agreement between, inter alia, the Company and the Investment Manager. The Company cannot assume that any of the foregoing will not result in a conflict of interest that will have a material adverse effect on the business, financial condition and results of operations.
The Company is highly dependent on the Investment Manager, the Key Persons (as defined in the Investment Management Agreement) and the other members of the Company's investment management team and the Company cannot assure shareholders that it will have continued access to them or their undivided attention, which could affect the Company's ability to achieve its investment objectives.
The Investment Manager's remuneration is based on the Company's NAV (subject to minimum and maximum amounts) and is payable even if the NAV does not increase, which could create an incentive for the Investment Manager to increase or maintain the NAV in the short term (rather than the long-term) to the potential detriment of Shareholders.
The Company's investment policies contain no requirements for investment diversification and its investments could therefore be concentrated in a relatively small number of portfolio companies in the Healthcare, Hospitality, Lifestyle (including branded real estate developments), logistics and education sectors predominantly in Asia.
The Company has made, and may continue to make, investments in companies in emerging markets, which exposes it to additional risks (including, but not limited to, the possibility of exchange control regulations, political and social instability, nationalisation or expropriation of assets, the imposition of taxes, higher rates of inflation, difficulty in enforcing contractual obligations, fewer investor protections and greater price volatility) not typically associated with investing in companies that are based in developed markets.
Furthermore, the Company has made, and may continue to make, investments in portfolio companies that are susceptible to economic recessions or downturns. Such economic recessions or downturns may also affect the Company's ability to obtain funding for additional investments.
The Company's investments include investments in companies that it does not control and/or made with other co-investors for financial or strategic reasons. Such investments may involve risks not present in investments where the Company has full control or where a third party is not involved. For example, there may be a possibility that a co-investor may have financial difficulties or become bankrupt or may at any time have economic or business interests or goals which are inconsistent with those of the Company or may be in a position to take or prevent actions in a manner inconsistent with the Company's objectives. The Company may also be liable in certain circumstances for the actions of a co-investor with which it is associated. In addition, the Company holds a non-controlling interest in certain investments, and therefore, may have a limited ability to protect its position in such investments.
A number of the Company's investments are currently, and likely to continue to be, illiquid and/ or may require a long-term commitment of capital. The Company's investments may also be subject to legal and other restrictions on resale. The illiquidity of these investments may make it difficult to sell investments if the need arises.
The Company's real estate related investments may be subject to the risks inherent in the ownership and operation of real estate businesses and assets. A downturn in the real estate sector or a materialization of any of the risks inherent in the real estate business and assets could materially adversely affect the Company's real estate investments. The Company's portfolio companies also anticipate selling a significant proportion of development properties prior to completion. Any delay in the completion of these projects may result in purchasers terminating off-plan sale agreements and claiming refunds, damages and/or compensation.
The Company is exposed to foreign exchange risk when investments and/ or transactions are denominated in currencies other than the U.S. dollar, which could lead to significant changes in the net asset value that the Company reports from one quarter to another.
The Company's investment policies and procedures (which incorporate the Company's investment strategy) provide that the Investment Manager should review the Company's investment policies and procedures on a regular basis and, if necessary, propose changes to the Board when it believes that those changes would further assist the Company in achieving its objective of building a strong investment base and creating long term value for its Shareholders. The decision to make any changes to the Company's investment policy and strategy, material or otherwise, rests with the Board in conjunction with the Investment Manager and Shareholders have no prior right of approval for material changes to the Company's investment policy.
Investments in connection with special situations and structured transactions typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors' actions and market conditions, as well as general economic downturns. Investments that fall into this category tend to have relatively short holding periods and entail little or no participation in the board of the company in which such investments may be made.
Special situations and structured transactions in the form of fixed debt investments also carry an additional risk that an increase in interest rates could decrease their value.
The Company's current investment policies and procedures provide that it may invest an amount of no more than 30% of its total assets in special situations and structured transactions which, although they are not typical longer-term investments, have the potential to generate attractive returns and enhance the Company's net asset value. Following the Company's investment, it may be that the proportion of its total assets invested in longer-term investments falls below 70% and the proportion of its total assets invested in special situations and structured transactions exceeds 30% due to changes in the valuations of the assets, over which the Company has no control.
Pending the making of investments, the Company's capital will need to be temporarily invested in liquid investments and managed by a third-party investment manager of international repute or held on deposit with commercial banks before they are invested. The returns that temporary investments are expected to generate and the interest that the Company will earn on deposits with commercial banks will be substantially lower than the returns that it anticipates receiving from its longer-term investments or special situations and structured transactions.
In addition, while the Company's temporary investments will be relatively conservative compared to its longer-term investments or special situations and structured transactions, they are nevertheless subject to the risks associated with any investment, which could result in the loss of all or a portion of the capital invested.
The Investment Manager has identified but has not yet contracted to make further potential investments. The Company cannot guarantee shareholders that any or all of these prospective investments will take place in the future.
The market price of the Company's shares may fluctuate significantly and shareholders may not be able to resell their shares at or above the price at which they purchased them.
The Company's shares are currently trading, and have in the past traded, and could in the future trade, at a discount to NAV for a variety of reasons, including due to market conditions. The only way for shareholders to realise their investment is to sell their shares for cash. Accordingly, in the event that a shareholder requires immediate liquidity, or otherwise seeks to realise the value of his investment through a sale, the amount received by the shareholder upon such sale may be less than the underlying NAV of the shares sold.
The Company could be materially adversely affected by the widespread outbreak of infectious disease or other public health crises (or by the fear or imminent threat thereof), including the current COVID-19 pandemic. Public health crises such as SARS, H1N1/09 flu, avian flu, Ebola, and the current COVID-19 pandemic, together with any related containment or other remedial measures undertaken or imposed, could have a material and adverse effect on the Company including by (i) disrupting or otherwise materially adversely affecting the human capital, business operations or financial resources of the Company, the Company's portfolio companies, the Investment Manager or service providers and (ii) adversely affect the ability, or the willingness, of a party to perform its obligations under its contracts and lead to uncertainty over whether such failure to perform (or delay in performing) might be excused under so-called "material adverse change," force majeure and similar provisions in such contracts that could cause a material impact to the Company, the Company's portfolio companies, the Investment Manager or service providers and (iii) severely disrupting global, national and/or regional economies and financial markets and precipitating an economic downturn or recession that could materially adversely affect the value and performance of the Company's shares.
Directors' Responsibility Statement
We, the directors of Symphony International Holdings Limited, confirm that to the best of our knowledge:
(a) the condensed interim financial statements, which have been prepared in accordance with IAS 34 - Interim Financial Reporting, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by DTR 4.2.4R ; and
(b) the interim financial results include a fair review of information required by:
(i) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and
(ii) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period, and any changes in the related party transactions described in the last annual report that could do so.
For and on behalf of the Board of Directors
Georges Gagnebin
Chairman, Symphony International Holdings Limited
Anil Thadani
Chairman, Symphony Asia Holdings Pte. Ltd.
Director, Symphony International Holdings Limited
Symphony International Holdings Limited
Condensed statement of financial position
As at 30 June 2021
|
Note |
30 June 2021 |
31 December 2020 |
|
|
US$'000 |
US$'000 |
Non-current assets |
|
|
|
Financial assets at fair value through profit or loss |
7 |
399,556 |
381,949 |
Prepayments |
|
* |
* |
|
|
399,556 |
381,949 |
Current assets |
|
|
|
Other receivables and prepayments |
|
79 |
73 |
Cash and cash equivalents |
|
24,554 |
257 |
|
|
24,633 |
330 |
|
|
|
|
Total assets |
|
424,189 |
382,279 |
|
|
|
|
Equity attributable to equity holders |
|
|
|
Share capital |
|
409,704 |
409,704 |
Accumulated profits/(losses) |
|
13,923 |
(30,645) |
Total equity |
|
423,627 |
379,059 |
|
|
|
|
Current liabilities |
|
|
|
Interest-bearing borrowings |
8 |
- |
2,730 |
Other payables |
|
562 |
490 |
Total liabilities |
|
562 |
3,220 |
Total equity and liabilities |
|
424,189 |
382,279 |
|
|
|
|
* Less than US$1,000
Symphony International Holdings Limited
Condensed statement of comprehensive income
for the financial period from 1 January 2021 to 30 June 2021
|
Note |
6 months ended 30 June 2021 |
6 months ended 30 June 2020 |
|
|
US$'000 |
US$'000 |
|
|
|
|
Other operating income |
|
37,459 |
28 |
Other operating expenses |
|
(3,141) |
(2,718) |
Management fees |
|
(4,382) |
(4,805) |
Profit/(Loss) before investment results and income tax |
|
29,936 |
(7,495) |
Loss on disposal of financial assets at fair value through profit or loss |
|
(37,461) |
- |
Fair value changes in financial assets at fair value through profit or loss |
7 |
51,933 |
(177,390) |
Profit/(Loss) before income tax |
|
44,408 |
(184,885) |
Income tax expense |
|
- |
- |
Profit/(Loss) for the period |
|
44,408 |
(184,885) |
Other comprehensive income for the period, |
|
- |
- |
Total comprehensive income for the period |
|
44,408 |
(184,885) |
|
|
|
|
Earnings per share: |
|
|
|
|
|
US Cents |
US Cents |
|
|
|
|
Basic |
9 |
8.65 |
(36.01) |
Diluted |
|
8.65 |
(36.01) |
Symphony International Holdings Limited
Condensed statement of changes in equity
for the financial period from 1 January 2021 to 30 June 2021
|
|
Share capital |
Reserves |
Accumulated (losses)/profits |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
At 1 January 2020 |
|
409,704 |
- |
93,945 |
503,649 |
|
|
|
|
|
|
Total comprehensive income for the period |
|
|
|
|
|
Loss for the period |
|
- |
- |
(184,885) |
(184,885) |
Total comprehensive income for the period |
|
- |
- |
(184,885) |
(184,885) |
|
|
|
|
|
|
At 30 June 2020 |
|
409,704 |
- |
(90,940) |
318,764 |
|
|
|
|
|
|
At 1 January 2021 |
|
409,704 |
- |
(30,645) |
379,059 |
|
|
|
|
|
|
Total comprehensive income for the period |
|
|
|
|
|
Profit for the period |
|
- |
- |
44,408 |
44,408 |
Total comprehensive income for the period |
|
- |
- |
44,408 |
44,408 |
|
|
|
|
|
|
Transactions with owners of the Company, Recognised directly in equity Contributions by and distributions to owners |
|
|
|
|
|
Forfeiture of dividend paid in prior years |
|
- |
- |
160 |
160 |
Total transaction with owners of the Company |
|
- |
- |
160 |
160 |
|
|
|
|
|
|
At 30 June 2021 |
|
409,704 |
- |
13,923 |
423,627 |
|
|
|
|
|
|
Symphony International Holdings Limited
Condensed statement of cash flows
for the financial period from 1 January 2021 to 30 June 2021
|
|
6 months |
6 months |
|
|
US$'000 |
US$'000 |
Cash flows from operating activities |
|
|
|
Profit/(Loss) before income tax |
|
44,408 |
(184,885) |
|
|
|
|
Adjustments for: |
|
|
|
Dividend income |
|
(37,459) |
- |
Exchange loss |
|
2,422 |
1,485 |
Interest income |
|
- |
(28) |
Interest expense |
|
17 |
570 |
Loss on disposal of financial assets at fair value through profit or loss |
|
37,461 |
- |
Fair value changes in financial assets at fair value through profit or loss |
|
(51,933) |
177,390 |
|
|
(5,084) |
(5,468) |
Changes in: |
|
|
|
Other receivables and prepayments |
|
(5) |
(29) |
Other payables |
|
76 |
1,477 |
|
|
(5,013) |
(4,020) |
Interest received (net of withholding tax) |
|
- |
40 |
Net cash used in operating activities |
|
(5,013) |
(3,980) |
|
|
|
|
Cash flows from investing activity |
|
|
|
Net proceeds received from unconsolidated subsidiaries |
|
31,897 |
61,086 |
Net cash from investing activity |
|
31,897 |
61,086 |
|
|
|
|
Cash flows from financing activities |
|
|
|
Interest paid |
|
(18) |
(693) |
Forfeiture of dividend paid in prior years |
|
160 |
- |
Repayment of borrowings |
|
(2,730) |
(63,420) |
Net cash used in financing activities |
|
(2,588) |
(64,113) |
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
24,296 |
(7,007) |
Cash and cash equivalents at beginning of period |
|
257 |
7,671 |
Effect of exchange rate fluctuations |
|
1 |
(21) |
Cash and cash equivalents at end of the period |
|
24,554 |
643 |
|
|
|
|
Symphony International Holdings Limited
Notes to the condensed interim financial statements
for the financial period from 1 January 2021 to 30 June 2021
These notes form an integral part of the condensed interim financial statements.
1 REPORTING ENTITY
Symphony International Holdings Limited (the "Company") is a company domiciled in the British Virgin Islands.
The financial statements of the Company as at and for the year ended 31 December 2020 are available upon request from the Company's registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110 British Virgin Islands.
2 STATEMENT OF COMPLIANCE
These condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the financial statements of the Company as at and for the year ended 31 December 2020 .
These condensed interim financial statements were approved by the Board of Directors on
31 August 2021.
3 SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied by the Company in these condensed interim financial statements are the same as those applied by the Company in its financial statements as at and for the year ended 31 December 2020 . The Company qualifies as an investment entity, as a result of which all immediate investments are carried at fair value through profit or loss.
4 Estimates
The preparation of interim financial statements in conformity with International Financial Reporting Standards requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these condensed interim financial statements, the significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the condensed financial statements as at and for the year ended 31 December 2020 .
COVID-19 pandemic
The COVID-19 pandemic has increased the estimation uncertainty in the preparation of these condensed financial statements.
The estimation uncertainty is associated with:
· the extent and duration of the expected economic downturn and subsequent recovery. This includes the impacts on liquidity, increasing unemployment, declines in consumer spending and forecasts for key economic factors;
· the extent and duration of the disruption to business arising from the containment measures by governments, businesses and consumers to contain the spread of the virus; and
· the effectiveness of government and central bank measures that have and will be put in place to support businesses and consumers through this disruption and economic downturn.
The Company has developed accounting estimates based on forecasts of economic conditions which reflect expectations and assumptions as at 30 June 2021 about future events that management believes are reasonable in the circumstances.
There is a considerable degree of judgement involved in preparing forecasts. The underlying assumptions are also subject to uncertainties which are often outside the control of the Company. Accordingly, actual economic conditions are likely to be different from those forecast since anticipated events frequently do not occur as expected, and the effect of those differences may significantly impact accounting estimates included in these financial statements. The significant accounting estimate impacted by these forecasts and associated uncertainties is predominantly related to financial assets at fair value through profit or loss.
The impact of the COVID-19 pandemic on financial assets at fair value through profit or loss is discussed further in note 7.
5 financial risk management
The Company's financial risk management objectives and policies are consistent with those disclosed in the financial statements as at and for the year ended 31 December 2020 .
6 Financial assets at fair value through profit or loss
During the financial period ended on 30 June 2021 :
i. The Company recognised a fair value gain in financial assets at fair value through profit or loss of US$51,933,000 (30 June 2020 : loss of US$177,390,000) and a loss on disposal of financial assets at fair value through profit and loss of US$37,461,000 (30 June 2020 : US$Nil).
ii. During the six-month period ended 30 June 2021 , Symphony (Mint) Investment Limited, subsidiary of the Company, sold approximately 35.89 million shares and 12.34 million warrants held in Minor International PCL., respectively in the market through a series of transactions.
iii. During the six-month period ended 30 June 2021 , the Company received funds in relation to the payment of accrued interest from SG Land Co. Ltd. that amounted to US$1,320,000 after withholding tax.
iv. On 25 January 2021, the Company's wholly owned subsidiary, Thai Education Holdings Pte. Ltd., subscribed to additional equity in WCIB International Co. Ltd. The associated cost for the investment was less than 1% of NAV.
v. On 27 February and 29 April 2021, the Company's subsidiary, Shadows Holdings Pte. Ltd., subscribed to a convertible note issued by August Jewellery Private Limited. The associated cost for the investment was less than 1% of NAV.
vi. On 15 April 2021, the Company's wholly owned subsidiary, Britten Holdings Pte. Ltd., subscribed to a convertible note issued by Soothe Healthcare Private Limited. The associated cost for the investment was less than 1% of NAV.
vii. On 12 March 2021, the Company funded a capital call from Good Capital Fund I as part of its commitment as an anchor investor. The capital call amounted to less than 1% of the Company's NAV.
7 financial instruments
Accounting classification and fair values
The carrying amounts and fair values of financial assets and financial liabilities are as follows. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
|
Carrying amount |
|
|||
|
Fair value through |
Amortised cost |
Other financial liabilities |
Total |
Fair value |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
30 June 2021 |
|
|
|
|
|
Financial assets measured at fair value |
|
|
|
|
|
Financial assets at fair value through profit or loss |
399,556 |
- |
- |
399,556 |
399,556 |
|
|
|
|
|
|
Financial assets not measured at fair value |
|
|
|
|
|
Other receivables1 |
- |
49 |
- |
49 |
|
Cash and cash equivalents |
- |
24,554 |
- |
24,554 |
|
|
399,556 |
24,603 |
- |
424,159 |
|
Financial liabilities not measured at fair value |
|
|
|
|
|
Other payables |
- |
- |
(562) |
(562) |
|
|
- |
- |
(562) |
(562) |
|
31 December 2020 |
|
|
|
|
|
Financial assets measured at fair value |
|
|
|
|
|
Financial assets at fair value through profit or loss |
381,949 |
- |
- |
381,949 |
381,949 |
|
|
|
|
|
|
Financial assets not measured at fair value |
|
|
|
|
|
Other receivables1 |
- |
1 |
- |
1 |
|
Cash and cash equivalents |
- |
257 |
- |
257 |
|
|
381,949 |
258 |
- |
382,207 |
|
Financial liabilities not measured at fair value |
|
|
|
|
|
Interest-bearing borrowings |
- |
- |
(2,730) |
(2,730) |
|
Other payables |
- |
- |
(490) |
(490) |
|
|
- |
- |
(3,220) |
(3,220) |
|
1 Excludes prepayments
Fair value
The financial assets at fair value through profit or loss are measured using the adjusted net asset value method, which is based on the fair value of the underlying investments. The fair values of the underlying investments are determined based on the following methods:
i) for quoted equity investments, based on quoted market bid prices at the financial reporting date without any deduction for transaction costs;
ii) for unquoted investments, with reference to the enterprise value at which the portfolio company could be sold in an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale, and is determined by using valuation techniques such as (a) market multiple approach that uses a specific financial or operational measure that is believed to be customary in the relevant industry, (b) price of recent investment, or offers for investment, for the portfolio company's securities, (c) current value of publicly traded comparable companies, (d) comparable recent arms' length transactions between knowledgeable parties, and (e) discounted cash flows analysis; and
iii) for financial assets and liabilities with a maturity of less than one year or which reprice frequently (including other receivables, cash and cash equivalents, interest-bearing borrowings and other payables) the notional amounts are assumed to approximate their fair values because of the short period to maturity/repricing.
The objective of valuation techniques is to arrive at a fair value measurement that reflects the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date.
Fair value hierarchy for financial instruments
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
· Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.
· Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are not considered active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.
· Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes input not based on observable data and the unobservable inputs have a significant effect on the instruments' valuation. This category includes instruments that are valued based on quoted prices for similar instruments but for which significant unobservable adjustments or assumptions are required to reflect differences between instruments.
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
30 June 2021 |
|
|
|
|
Financial assets at fair value through profit or loss |
- |
- |
399,556 |
399,556 |
|
|
|
|
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
31 December 2020 |
|
|
|
|
Financial assets at fair value through profit or loss |
- |
- |
381,949 |
381,949 |
The fair value hierarchy table excludes financial assets and financial liabilities such as cash and cash equivalents, other receivables and payables and interest-bearing borrowings because their carrying amounts approximate their fair values due to their short-term period to maturity/repricing.
Level 3 valuations
The following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in Level 3 of the fair value hierarchy.
|
30 June 2021 |
31 December 2020 |
|
Financial assets at fair value through profit or loss |
|
|
US$'000 |
US$'000 |
|
|
|
Balance at 1 January |
381,949 |
569,339 |
Fair value changes in profit or loss |
51,933 |
(119,111) |
Net advance to/(repayment from) unconsolidated subsidiaries |
3,131 |
(74,808) |
(Disposal)/Additions |
(37,457) |
6,529 |
Balance at 30 June/31 December |
399,556 |
381,949 |
Significant unobservable inputs used in measuring fair value
This table below sets out information about significant unobservable inputs used at 30 June 2021 in measuring the underlying investments of the financial assets categorised as Level 3 in the fair value hierarchy excluding investments purchased during the year that are valued at transaction prices as they are reasonable approximation of fair values and ultimate investments in listed entities.
Description |
Fair value at 30 June 2021 US$'000 |
Fair value at 31 December 2020 US$'000 |
Valuation technique |
Unobservable input |
Range (Weighted average) |
Sensitivity to changes in significant unobservable |
Rental properties |
6,506 |
8,093 |
Income approach |
Rental growth rate
Occupancy rate
Discount rate |
0-9% (Dec 2020 : 0%-9 %)
80%-90 % (Dec 2020 : 80%-90 %)
13%-13.5%
|
The estimated fair value would increase if the rental growth rate and occupancy rate were higher and the discount rate was lower. |
Description |
Fair value at 30 June 2021 US$'000 |
Fair value at 31 December 2019 US$'000 |
Valuation technique |
Unobservable input |
Range (Weighted average) |
Sensitivity to changes in significant unobservable |
Land related investments |
101,776 |
111,189 |
Comparable valuation method |
Price per |
US$27 to US$4,332 per square meter |
The estimated fair value would increase if the price per square meter was higher. |
|
|
|
|
|
|
|
Operating business |
179,645 |
133,908 |
Enterprise value using comparable traded multiples, adjusted net asset value or option pricing model |
EBITDA multiple (times)
|
4.1x to 64.1x
,
median 15.0x) |
The estimated fair value would increase if the EBITDA multiple was higher.
|
|
|
|
Revenue multiple (times) |
N/A (Dec 2020: 0.6x to 5.1x. median |
The estimated fair value would increase if the revenue multiple was higher |
|
|
|
|
Discount for lack of marketability |
25% |
The estimated fair value would increase if the discount for lack of marketability was lower. |
|
|
|
|
|
Discount to tangible assets for lack of liquidity |
25%-100% |
The estimated fair value would increase if the discount was lower. |
|
|
|
|
Volatility |
40% |
The estimated fair value would increase if volatility was higher. |
|
|
|
|
Risk-free rate |
1.5% |
The estimated fair value would increase if risk free rate was lower. |
|
|
|
|
|
|
|
Greenfield business held for more than 12-months |
14,810 |
11,851 |
Discounted cash flow method |
Revenue growth |
4.2%-75.3% |
The estimated fair value would increase if the revenue growth increases, expense ratio decreases, and WACC was lower. |
|
|
|
|
Expense ratio |
78.3%-89.4% |
|
|
|
|
|
WACC
|
11.2% |
|
The rental growth rate represents the growth in rental income during the leasehold period while the occupancy rates represent the percentage of the building that is expected to be occupied during the leasehold period. Management adopt a valuation report produced by an independent valuer that determines the rental growth rate and occupancy rate after considering the current market conditions and comparable occupancy rates for similar buildings in the same area.
The discount rate is related to the current yield on long-term government bonds plus a risk premium to reflect the additional risk of investing in the subject properties. Management adopt a valuation report produced by an independent valuer that determines the discount based on the independent valuer's judgement after considering current market rates.
The comparable recent sales represent the recent sales prices of properties that are similar to the investee companies' properties, which are in the same area. Management adopt a valuation report produced by an independent valuer to determine the value per square meter based on the average recent sales prices.
The earnings before interest, tax, depreciation and amortisation (" EBITDA") multiple represents the amount that market participants would use when pricing investments. The EBITDA multiple is selected from comparable public companies with similar business as the underlying investment. Management obtains the median EBITDA multiple from the comparable companies and applies the multiple to the EBITDA of the underlying investment. The amount is further discounted for considerations such as lack of marketability.
The revenue multiple represents the amount that market participants would use when pricing investments. The revenue multiple is selected from comparable public companies with similar business as the underlying investment. Management obtains the median revenue multiple from the comparable companies and applies the multiple to the revenue of the underlying investment. The amount is further discounted for considerations such as lack of marketability.
The discount for lack of marketability represents the discount applied to the comparable market multiples to reflect the illiquidity of the investee relative to the comparable peer group. Management determines the discount for lack of marketability based on its judgement after considering market liquidity conditions and company-specific factors.
Where an EBITDA multiple is not available, the net assets may be used as a proxy for fair value of an underlying investment. In such instances, a discount to certain tangible assets, including inventory, trade receivables and fixed assets are taken for lack of liquidity to arrive at an adjusted net asset value.
The option pricing model uses distribution allocation for each equity instrument at different valuation breakpoints, taking into consideration the different rights/terms of each instrument. An option pricing computation is done using a Black Scholes Model at different valuation breakpoints (strikes) using market volatility and risk-free rate parameters. Where a recent transaction price for an identical or similar instrument is available, it is used as the basis for fair value.
The revenue growth represents the growth in sales of the underlying business and is based on the operating management team's judgement on the change of various revenue drivers related to the business from year-to-year. The expense ratio is based on the judgement of the operating management team after evaluating the expense ratio of comparable businesses and is a key component in deriving EBITDA and free cash flow for the greenfield business. The free cashflow is discounted at the Weighted average cost of capital ("WACC") to derive the enterprise value of the greenfield business. Net debt is then deducted to arrive at an equity value for the business. WACC is derived after adopting independent market quotes or reputable published research-based inputs for the risk-free rate, market risk premium, small cap premium and cost of debt.
The investment entity approach requires the presentation and fair value measurement of immediate investments; the shares of intermediate holding companies are not listed. However, ultimate investments in listed entities amounting to US$86,479,000 (31 December 2020 : US$109,027,000) are held through intermediate holding companies; the value of these companies are mainly determined by the fair values of the ultimate investments.
Sensitivity analysis
Although the Company believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value. For fair value measurements in Level 3 assets, changing one or more of the assumptions used to reasonably possible alternative assumptions would have the following effects on the profit or loss by the amounts shown below. The effect of the COVID-19 pandemic has meant that the range of reasonably possible changes is wider for the 30 June 2021 figures than for the comparative period:
|
‹-------- 30 June 2021 --------› |
‹-------- 30 June 2020 --------› |
||
|
Effect on profit or loss |
Effect on profit or loss |
||
|
Favourable |
(Unfavourable) |
Favourable |
(Unfavourable) |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
Level 3 assets |
67,828 |
(57,105) |
31,741 |
(32,029) |
|
|
|
|
|
The favourable and unfavourable effects of using reasonably possible alternative assumptions have been calculated by recalibrating the valuation model using a range of different values.
For rental properties, the projected rental rates and occupancy levels were increased by 10% (30 June 2020: 5%) for the favourable scenario and reduced by 10% (30 June 2020: 5%) for the unfavourable scenario. The discount rate used to calculate the present value of future cash flows was also decreased by 2% (30 June 2020: 1%) for the favourable case and increased by 2% (30 June 2020: 1%) for the unfavourable case compared to the discount rate used in the valuation as at 30 June 2021.
For land related investments (except those held for less than 12-months where cost approximates fair value), which are valued on comparable transaction basis by third party valuation consultants, the fair value of the land is increased by 20% (30 June 2020: 15%) in the favourable scenario and reduced by 20% (30 June 2020: 15%) in the unfavourable scenario.
For operating businesses (except those where a last transacted price exists within the past 12-months that provides the basis for fair value) that are valued on a trading comparable basis using either revenue or enterprise value to EBITDA, the revenue or EBITDA is increased by 20% (30 June 2020: 15%) and decreased by 20% (30 June 2020: 15%) in the favourable and unfavourable scenarios. Similarly, where adjusted net assets are used, the value is increased by 20% (30 June 2020: 15%) and decreased by 20% (30 June 2020: 15%) in the favourable and unfavourable scenarios.
For operating business (except those where a last transacted price exists within the past 12-months that provides the basis for fair value) that are valued using an option pricing model, the volatility is increased by 10% (30 June 2020: 10%) and the risk-free rate is reduced by 2% (30 June 2020: 1%) in the favourable scenario. The volatility is reduced by 10% (30 June 2020: 10%) and the risk-free rate is increased by 2% (30 June 2020: 1%) in the unfavourable scenario.
For greenfield businesses (except those where a last transacted price exists within the past
12-months) that are valued using a discounted cashflow, the revenue growth rate is increased by 2% (30 June 2020: 1%), the expense ratio rate is decreased by 10% (30 June 2020: 5%) and the WACC is reduced by 2% (30 June 2020: 1%) in the favourable scenario. Conversely, in the unfavourable scenario, the revenue growth rate is reduced by 2% (30 June 2020: 1%), the expense ratio rate is increased by 10% (30 June 2020: 5%) and the WACC is increased by 2% (30 June 2020: 1%).
8 Interest bearing borrowings (secured)
Total interest bearing borrowings at 30 June 2021 amounted to US$ Nil (31 December 2020 : US$2,730,000).
9 earnings PER SHARE
|
|
6 months ended 30 June 2021 |
6 months ended 30 June 2020 |
|
|
US$'000 |
US$'000 |
Basic and diluted earnings per share are based on: |
|
|
|
Profit/(Loss) for the period attributable to ordinary shareholders |
|
44,408 |
(184,885) |
Basic and diluted earnings per share
|
|
|
|
|
|
Number |
Number |
|
|
30 June 2021 |
30 June 2020 |
|
|
|
|
Issued ordinary shares at 1 January and 30 June |
|
513,366,198 |
513,366,198 |
|
|
|
|
Weighted average number of shares (basic and diluted) |
|
513,366,198 |
513,366,198 |
|
|
|
|
At 30 June 2021 and 30 June 2020 , there were no outstanding share options to subscribe for ordinary shares of no par value.
10 Operating segments
The Company has investment segments, as described below. Investment segments are reported to the Board of Directors of Symphony Asia Holdings Pte. Ltd., the Investment Manager, who review this information on a regular basis.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Business activities which do not meet the definition of an operating segment have been reported in the reconciliations of total reportable segment amounts to the financial statements.
The following summary describes the investments in each of the Company's reportable segments.
|
|
Healthcare |
Includes investments in ASG Hospital Private Limited (ASG) and Soothe Healthcare Private Limited (Soothe) |
|
|
Hospitality |
Includes investment in Minor International Public Company Limited (MINT) |
|
|
Education |
Includes investments in WCIB International Co. Ltd. (WCIB) and Creative Technology Solutions DMCC (CTS) |
|
|
Lifestyle |
Includes investments in Chanintr Living Ltd. (Chanintr), the Wine Connection Group (WCG) and Liaigre Group (Liaigre) |
|
|
Lifestyle/Real Estate |
Includes investments in Minuet Ltd., SG Land Co. Ltd., a property joint venture in Niseko, Hokkaido, Japan, Desaru Peace Holdings Sdn Bhd and a villa in Phuket, Thailand |
|
|
Logistics
Other |
Includes investment in Indo Trans Logistics Corporation (ITL)
Includes Smarten Spaces Pte. Ltd. (Smarten), Good Capital Partners and Good Capital Fund I (collectively, Good Capital), August Jewellery Pvt. Ltd (Melorra) and Epic Games |
|
|
Cash and temporary investments |
Includes government securities or other investment grade securities, liquid investments which are managed by third party investment managers of international repute, and deposits placed with commercial banks |
|
|
The reportable operating segments derive their revenue primarily by achieving returns, consisting of dividend income, interest income and appreciation in fair value. The Company does not monitor the performance of the investments by measure of profit or loss.
Information regarding the results of each reportable segment is included below:
|
Healthcare |
Hospitality |
Education |
Lifestyle |
Lifestyle/ real estate |
Logistics |
Cash and temporary investments |
Others |
Total |
|
|||
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|||
6 months ended 30 June 2021 |
|
|
|
|
|
|
|
|
|
|
|||
Investment income |
|
|
|
|
|
|
|
|
|
|
|||
- Dividend income |
37,459 |
- |
- |
- |
- |
- |
- |
- |
37,459 |
||||
- Interest income |
- |
- |
- |
- |
- |
- |
* |
- |
* |
|
|||
- Fair value changes in financial assets at fair value through profit or loss |
3,471 |
14,155 |
3,105 |
6,383 |
(8,781) |
34,214 |
(15) |
(599) |
51,933 |
|
|||
|
40,930 |
14,155 |
3,105 |
6,383 |
(8,781) |
34,214 |
(15) |
(599) |
89,392 |
|
|||
Investment expenses |
|
|
|
|
|
|
|
|
|
||||
- Exchange loss |
(1) |
* |
(1) |
(1,322) |
(1,109) |
(1) |
13 |
(1) |
(2,422) |
||||
- Loss on disposal of financial assets at fair value through profit or loss |
(37,461) |
- |
- |
- |
- |
- |
- |
- |
(37,461) |
||||
|
(37,462) |
* |
(1) |
(1,322) |
(1,109) |
(1) |
13 |
(1) |
(39,883) |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Net investment results |
3,468 |
14,155 |
3,104 |
5,061 |
(9,890) |
34,213 |
(2) |
(600) |
49,509 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
6 months ended 30 June 2020 |
|
|
|
|
|
|
|
|
|
|
|||
Investment income |
|
|
|
|
|
|
|
|
|
|
|||
- Interest income |
- |
- |
- |
- |
5 |
- |
23 |
- |
28 |
|
|||
|
- |
- |
- |
- |
5 |
- |
23 |
- |
28 |
|
|||
Investment expenses |
|
|
|
|
|
|
|
|
|
|
|||
- Exchange loss |
(2) |
* |
(2) |
65 |
(1,641) |
* |
97 |
(2) |
(1,485) |
|
|||
- Fair value changes in financial assets at fair value through profit or loss |
(535) |
(133,480) |
(15,777) |
(1,365) |
(12,062) |
(14,206) |
(21) |
56 |
(177,390) |
|
|||
|
(537) |
(133,480) |
(15,779) |
(1,300) |
(13,703) |
(14,206) |
76 |
54 |
(178,875) |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Net investment results |
(537) |
(133,480) |
(15,779) |
(1,300) |
(13,698) |
(14,206) |
99 |
54 |
(178,847) |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
30 June 2021 |
|
|
|
|
|
|
|
|
|
|
|||
Segment assets |
35,833 |
87,015 |
16,887 |
38,231 |
108,282 |
88,385 |
24,557 |
24,920 |
424,110 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Segment liabilities |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
31 December 2020 |
|
|
|
|
|
|
|
|
|
|
|||
Segment assets |
30,258 |
109,239 |
12,466 |
33,166 |
119,283 |
54,155 |
268 |
23,371 |
382,206 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Segment liabilities |
- |
- |
- |
- |
- |
- |
( 2,730 ) |
- |
( 2,730 ) |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
* Less than US$1,000
Reconciliations of reportable segment profit or loss, assets and liabilities
|
|
30 June 2021 |
30 June 2020 |
|
|
US$'000 |
US$'000 |
Profit or loss |
|
|
|
Total net investment results for reportable segments |
|
50,111 |
(178,901) |
Net investment results for other segments |
|
(602) |
54 |
Unallocated amounts: |
|
|
|
- Other corporate expenses |
|
(5,101) |
(6,038) |
Profit/(Loss) for the period |
|
44,408 |
(184,885) |
|
|
30 June 2021 |
31 December 2020 |
|
|
US$'000 |
US$'000 |
Assets |
|
|
|
Total assets for reportable segments |
|
399,190 |
358,835 |
Assets for other segments |
|
24,920 |
23,371 |
Other assets |
|
79 |
73 |
Total assets |
|
424,189 |
382,279 |
|
|
|
|
Liabilities |
|
|
|
Total liabilities for reportable segments |
|
- |
2,730 |
Other payables |
|
562 |
490 |
Total liabilities |
|
562 |
3,220 |
11 Significant Related Party Transactions
For the purposes of these condensed interim financial statements, parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or entities.
Dividend income
During the financial period ended 30 June 2021, the Company recognised dividend income from its unconsolidated subsidiaries amounting to US$37,459,000 (30 June 2020: US$Nil).
Key management personnel compensation
Key management personnel of the Company are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company. The directors of the Company are considered as key management personnel.
During the financial period ended
30 June 2021
, directors' fees amounting to US$198,000
(30 June
2020
: US$199,000) were declared as payable to four directors of the Company. The remaining two directors of the Company are also directors of the Investment Manager who provides management and administrative services to the Company on an exclusive and discretionary basis. No remuneration has been paid to these two directors as the cost of their services form part of the Investment Manager's remuneration.
Other related party transactions
During the financial period ended 30 June 2021 , the Company recognised interest income from its unconsolidated subsidiaries amounting to US $Nil (30 June 2020 : US$ 5,000 ).
Pursuant to the Investment Management Agreement, the Investment Manager will provide investment management and advisory services exclusively to the Company. Details of the remuneration of the Investment Manager are disclosed in the financial statements as at and for the year ended 31 December 2020 . During the financial period ended 30 June 2021 , management fee amounting to US$4,382,000 (30 June 2020 : US$4,805,000) paid/payable to the Investment Manager has been recognised in the condensed interim financial statements.
Other than as disclosed elsewhere in the condensed interim financial statements, there were no other significant related party transactions during the 6 months periods ended 30 June 2021 and 30 June 2020 .
12 commitments
In September 2008, the Company entered into a loan agreement with a joint venture, held via its unconsolidated subsidiary, to grant loans totalling US$ 4,500,000 (THB140,000,000) to the joint venture in accordance with the terms as set out therein. As at 30 June 2021 , US$ 3,700,000 (THB 120,000,000 ) (30 June 2020 : US$ 3,900,000 ( THB120,000,000)) has been drawn down. The Company is committed to grant the remaining loan amounting to US$ 620,000 (THB 20,000,000 ) (30 June 2020 : US$ 650,000 (THB 20,000,000)), subject to terms set out in the agreement.
In the general interests of the Company and its unconsolidated subsidiaries, it is the Company's current policy to provide such financial and other support to its group of companies to enable them to continue to trade and to meet liabilities as they fall due.
13 Subsequent events
Subsequent to 30 June 2021 ,
· Symphony sold approximately 7.0 million MINT shares through a series of market transactions that generated net proceeds of approximately US$7.05 million.
· Symphony completed an investment in Catbus Infolabs Private Limited, a full-stack managed last-mile logistics company that provides same-day delivery services in 70 cities in India. The cost of the final investment tranche amounted to less than 1% of the Company's NAV.
· Symphony funded a capital call from the Good Capital Fund I as part of its commitment as an anchor investor . The capital call amounted to less than 1% of the Company's NAV.
· Symphony declared a dividend of US$0.025 per ordinary share to be paid to its shareholders.