1st Quarter Results

Titanium Asset Management Corp 07 May 2008 Titanium Asset Management Corp. First Quarter Results Chaiman's statement I have pleasure in presenting my first set of financial statements as Chairman and CEO of Titanium Asset Management Corp. Until the approval by shareholders of the acquisition of National Investment Services ('NIS') on March 31st 2008 we were operating under a 'SPAC' structure. From that date we are a fully operational company with three wholly-owned fund management subsidiaries - NIS, Sovereign Advisers and Wood Asset Management. In the coming months the senior Titanium management team will be focussed on developing a fully integrated sales and marketing strategy. At the same time we will be pursuing other acquisition opportunities. Finally, we will be preparing a registration statement for filing with the Securities and Exchange Commission prior to seeking a listing on a US exchange. I look forward to providing shareholders with more information on all these points in future reports. Nigel Wightman Chairman and CEO For further information: Titanium Asset Management Corp. Nigel Wightman, Chairman and CEO + 44 7789 277849 Seymour Pierce Ltd Jonathan Wright +44 20 7107 8000 Penrose Financial Gay Collins +44 20 7786 4888 Kay Larsen titanium@penrose.co.uk Titanium Asset Management Corp. Interim report and unaudited accounts for the period from January 1, 2008 to March 31, 2008 BALANCE SHEET as at March 31, 2008 (Unaudited) (amounts in thousands) Note March 31 2008 March 31, 2007 ASSETS Current Assets Debtors - trade debtors 2,588 - - prepaids and other receivables 1,139 - Short term investments 15,098 Cash at bank and in hand 29,820 25 Total Current Assets 48,645 25 Other Assets Goodwill 37,122 - Intangible assets 27,757 - Property and equipment 125 - Deferred tax asset 436 - Total Other Assets 65,440 - Total Assets 114,085 25 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accrued expenses 1,886 - Accounts payable 79 - Amounts repayable to shareholders 12,017 - Other creditors 193 - Total Current Liabilities 14,175 - COMMITMENTS Stockholders' Equity - Share capital 4 2 1 Additional paid in capital 5 99,462 24 Profit and loss account 5 446 - Total Stockholders' Equity 99,910 25 Total Liabilities and Stockholders' Equity 114,085 25 The accompanying notes are an integral part of these financial statements. STATEMENT OF OPERATIONS For the period from January 1,2008 to March 31, 2008 (amounts in thousands except per share amounts) 3 months to. 31 Inception (2 Feb 2007) to March, 2008 31 Mar 2007 Turnover 2,220 - Amortisation and depreciation (809) - Other operating expenses (1,893) - Operating Loss (482) - Interest receivable 496 - Profit before taxes 14 - Income tax expense 10 - Net Profit 4 - Net Profit Per Share, Basic - - Net Profit Per Share, Fully - - Diluted ======== ======== Weighted Average Shares Outstanding, Basic 22.99 mn 2.88 mn Weighted Average Shares Outstanding, Fully Diluted 22.99 mn 2.88 mn STATEMENT OF CASH FLOWS For the period from January 1, 2008 to March 31, 2008 (amounts in thousands) Jan 1, 2008 Inception to Mar 31, (February 2008 2, 2007) to Mar 31, 2007 Net income 4 - Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: Depreciation and amortisation charges 809 - Changes in operating assets and liabilities: (Increase) in debtors (87) - (increase) in deferred tax asset (59) (Decrease) in current liabilities (904) - Net Cash Used for Operating Activities (237) - Cash flows from investing activities Cash paid for acquisitions less cash acquired (29,814) - Purchase of property and equipment (6) - Release of restricted cash 55,587 Purchase of short term investments (15,098) - --------- --------- Net cash generated from investing activities 10,669 - Cash Flows from Financing Activities Proceeds from issuance of share capital - 25 --------- --------- Net Increase in Cash 10,432 25 Cash, Beginning of Period 19,388 Nil Cash, End of Period 29,820 25 NOTES TO FINANCIAL STATEMENTS NOTE 1 - Organization, business and operations Titanium Asset Management Corp. (the 'Company') was incorporated in Delaware on February 2, 2007 as a blank check company, the objective of which is to acquire one or more operating companies engaged in the asset management industry. The Company was successfully listed on the London Alternative Investment Market on 21 June 2007. The listing raised net proceeds of $110.4 million. The Company completed its third acquisition on March 31, 2008 and as a result has become an operating company. The Company intends to seek a registration statement with the SEC within 120 days of the period end with a view to obtaining a listing on NASDAQ. NOTE 2 - Basis of Preparation These report and accounts have been prepared in accordance with accounting principles generally accepted in the United States of America. The following accounting policies have been applied consistently in dealing with items which are material in realation to the financial information of Titanium Asset Management Corp. set out in this report. NOTE 3 - Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Income per common share Income per common share is computed by dividing net income by the weighted average number of shares of common stock and restricted stock outstanding during the period. As the earnings per share are nil no separate estimate of the impact of dilution has been prepared. Goodwill and intangibles Goodwill is the excess of the amount paid to acquire a business over the fair value of the net assets acquired. Pursuant to SFAS No. 142, Goodwill and Other Intangible Assets, the carrying amount of goodwill is reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount might not be recoverable. If the fair value of the operations to which the goodwill relates is less than the carrying amount of the unamortized goodwill, the carrying amount will be reduced with a corresponding charge to expense. The Company will test goodwill for impairment at least annually (first day of our fourth quarter), or more often if deemed necessary based on certain circumstances. The goodwill impairment test will be a two-step process: Step 1 - test for potential impairment by comparing the fair value of each reporting unit with its carrying amount; if the fair value of the reporting unit is greater than its carrying amount (including recorded goodwill), then no impairment exists and Step 2 is not performed; Step 2 - if the carrying amount of the reporting unit (including recorded goodwill) is greater than its fair value, then the amount of the impairment, if any, is measured and recorded as needed. Intangible assets with definite lives are amortized over their estimated useful life and reviewed for impairment in accordance with SFAS 144. Intangible assets with definite lives are amortized using the straight-line method over their estimated useful lives. Option granted in relation to stock issuance The fair value of the option granted to Sunrise Securities Corp. has been credited to additional paid in capital. The cost of the option has been netted off against reserves along with the other costs of admission. Income taxes The Company accounts for income taxes in accordance with SFAS No. 109, 'Accounting for Income Taxes.' Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and other loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. NOTE 4 - Share Capital Authorized Called up and fully paid Number $ Number $ Common Stock $0.0001 54,000,000 5,400 22,659,952 2,266 Restricted Shares $0.0001 720,000 72 612,716 61 Preferred Stock $0.0001 1,000,000 100 0 -------- ------- 5,572 2,327 -------- ------- The holders of Common Stock arising from the issue of units on 21 June 2007 were entitled to require the Company to repurchase their shares if at the time the Company seeks approval for a business combination the stockholder votes against the proposal. As at the balance sheet date 2,208,452 common shares representing 9.75% of the issued share capital were due to be repurchased for a total consideration of approximately $12 million. Following the acquisition of NIS on March 31, 2008 shareholders no longer have the right to require the Company to repurchase their shares The Restricted Shares carry no rights to dividends except in the case of a winding up of the Company. They convert on a one for one basis to Common Stock if at any time within five years of their issue, and subsequent to a Business Combination, the ten day average share price of the Common Stock exceeds $6.90. No Preferred Stock had been issued at the balance sheet date and accordingly the rights attaching to the Preferred Stock have not been set. There were 20 million warrants in issue at the balance sheet date. Each warrant entitles the holder to subscribe for Common Stock at $4.00 per share subsequent to a Qualifying Business Combination. There were 20 million warrants in issue at the balance sheet date. The Company issued an option over 2 million Units to the placing agent. The option is exercisable at $6.60 following a Qualifying Business Combination. NOTE 5 - Reserves Profit & Loss Additional Paid in Capital Total $000s $000s $000s Brought forward at 1 January 2008 442 55,892 56,334 Net income for 4 - 4 the period Reallocation of temporary equity 55,587 55,587 Shares to be repurchased - (12,017) (12,017) 446 99,462 99,908 NOTE 6 - Acquisition The financial statements include assets acquired from National Investment Services Inc. on March 31, 2008. At March 31, 2008 Titanium Asset Management Corp held 100% of the issued share capital of National Investment Services Inc. The goodwill related to the acquisition will be fully deductible for tax purposes. Details Consideration Fair value Goodwill Cash $29,848 $34 $- Accrued acquisition costs 1,378 - - Debtors - 3,140 - Property and equipment - 116 - Current liabilities - (425) - Existing customers - 12,000 - Non-compete agreement - 875 - Brands - 351 - _______ _______ _______ $31,226 $16,091 $15,135 NOTE 7 - Intangible assets Goodwill Customers Non-Compete Brands Total Cost At January 1, 2008 21,987 14,691 1,662 625 38,965 Additions (see note 6) 15,135 12,000 875 351 28,361 ______ ______ ______ ______ ______ At March 31, 2008 37,122 26,691 2,537 976 67,326 ______ ______ ______ ______ ______ Amortization At January 1, 2008 - 697 898 43 1,638 Charge for period - 697 69 43 809 _____ _____ _____ _____ _____ At March 31, 2008 - 1,394 967 86 2,447 _____ _____ _____ _____ _____ Net book amount At March 31, 2008 $37,122 $25,297 $1,570 $890 $64,879 Useful life (in months) N/A 60 36 36-48 NOTE 8 - Contingency On March 31st 2008 the Company received notice from its former attorneys that they intended to submit an invoice in respect of services provided in 2007. At the date of these accounts the Company has not received final confirmation of the amount of this invoice or details of the services to which it is related. The Company intends to reject any such invoice as it believes that it has paid in full for services provided in 2007. Accordingly no provision has been made in these accounts for the invoice. In the event that a liability does arise the income statement will be unaffected and the Company does not expect its financial position to materially change. This information is provided by RNS The company news service from the London Stock Exchange
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