3rd Quarter Results

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