Interim Results

Worldsec Ld 27 September 2002 Worldsec Limited Interim Report for the six months ended 30 June 2002 The Directors submit the interim report on Worldsec Limited (the 'Company') and its subsidiaries (collectively known as the 'Group') for the six months ended 30 June 2002 (the 'Period'). HIGHLIGHTS • Turnover for the Period increased by 8% as compared with the same period in 2001 to US$4,067,000. • Loss for the Period was US$3,894,000, as compared to US$3,083,000 for the same period in 2001. DIVIDEND The Directors do not recommend the payment of an interim dividend. REVIEW OF OPERATIONS AND PROSPECTS The business environment continued to be difficult and we again operated at a loss, despite reduction in staff and fixed costs and the closure in 2001 of our offices in Malaysia and the Philippines. During the period we reached agreement on the proposed disposal of certain assets to UOB Kay Hian Holdings Limited. A Circular to Shareholders dated 1st August 2002 gave details of the proposed disposal, which has since been approved at a Special General Meeting of the shareholders held on 19th August 2002. Completion of this disposal marks our Group's withdrawal from our broking, research and corporate finance activities which have provided the bulk of our revenues in the past. Since the end of the first half, trading conditions have become even more difficult, vindicating the proposed disposal. An amount of US$1.9m has been provided in the interim results to reflect the estimated losses since June and the necessary cost leading up to the completion of the proposed disposal. We are planning to realise our assets as cash and the Directors intend to invest cash balances in money market investments and deposits whilst considering how to redeploy such cash balances either into a new business or by way of a return of funds to shareholders or a combination of both. By order of the Board Henry Ying Chew Cheong Deputy Chairman and Chief Executive Officer 27 September 2002 CONSOLIDATED PROFIT AND LOSS ACCOUNT Unaudited Audited Six months ended Year ended Notes 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Turnover 3 4,067 3,754 8,035 Fees and commission payable (802) (609) (1,155) 3,265 3,145 6,880 Gain on disposal of intangible assets 164 180 181 Gain/(loss) on investments 53 (295) 541 Recovery of doubtful receivables - - 232 Other operating income 384 572 794 3,866 3,602 8,628 Staff costs (3,319) (3,940) (8,305) Provision for doubtful receivables (369) (500) (1,193) Loss on revaluation of investments (375) - (1,824) Other operating costs (1,714) (2,225) (4,397) Operating loss 3 (1,911) (3,063) (7,091) Interest receivable and similar income 103 287 473 Interest payable and similar charges (158) (268) (480) Provision for closure of operations 4 (1,900) - (123) Goodwill written off - - (591) Loss on ordinary activities before taxation (3,866) (3,044) (7,812) Tax on loss on ordinary activities 5 (28) (39) (149) Loss for the financial period/year (3,894) (3,083) (7,961) Loss per share 6 (29) cents (23) cents (60) cents STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES Six months ended Year ended 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Loss for the period/year (3,894) (3,083) (7,961) Surplus arising on revaluation of investments and tangible fixed 1 3 7 assets Currency translation differences 70 (145) (73) Total recognised losses (3,823) (3,225) (8,027) RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS Unaudited Audited Six months ended Year ended 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Loss for the period/year (3,894) (3,083) (7,961) Other recognised gains/(losses) relating to the period/year 71 (142) (66) Net reduction in shareholders' funds during the period/year (3,823) (3,225) (8,027) Shareholders' funds brought forward 24,208 32,235 32,235 Shareholders' funds carried forward 20,385 29,010 24,208 CONSOLIDATED BALANCE SHEET Unaudited Audited Notes 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Fixed assets Intangible assets 7 772 929 875 Tangible fixed assets 667 1,013 832 Investments 8 1,271 1,270 1,271 Purchased goodwill - 690 - 2,710 3,902 2,978 Current assets Investments 9 1,208 3,264 1,548 Debtors 27,523 24,803 25,086 Bank deposits and cash 10 38,517 41,052 36,167 67,248 69,119 62,801 Creditors: Amounts falling due within one year 11 (49,543) (43,979) (41,541) Net current assets 17,705 25,140 21,260 Total assets less current liabilities 20,415 29,042 24,238 Provisions for liabilities and charges 12 (30) (32) (30) Net assets 20,385 29,010 24,208 Capital and reserves Called up share capital 13 13,367 13,367 13,367 Reserves 7,018 15,643 10,841 Equity shareholders' funds 20,385 29,010 24,208 CONSOLIDATED CASH FLOW STATEMENT Unaudited Audited Six months ended Year ended 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Net cash outflow from operating activities (Note 14) (2,125) (4,291) (2,207) Returns on investments and servicing of finance Interest received from banks 103 287 473 Interest paid on bank loans and overdrafts (158) (268) (480) Net cash (outflow)/inflow from returns on investments and servicing (55) 19 (7) of finance Tax paid (38) (67) (230) Capital expenditure and financial investment Purchase of tangible fixed assets (16) (86) (166) Sale of tangible fixed assets 69 - - Sale of intangible assets 215 457 458 Net cash inflow from capital expenditure and financial investment 268 371 292 Net cash outflow before use of liquid resources and financing (1,950) (3,968) (2,152) Management of liquid resources Increase in time deposits of maturity exceeding 1 day (70) (25) (71) Decrease in cash (Note 15) (2,020) (3,993) (2,223) NOTES TO THE INTERIM REPORT 1. BASIS OF CONSOLIDATION The Group's financial statements consolidate the financial statements of the Company and the subsidiary undertakings included in the Group. 2. Accounting policies The financial statements set out in this report have been prepared under the historical cost convention, as modified by the revaluation of certain fixed assets and investments, in accordance with accounting principles generally accepted in the United Kingdom. Where applicable, assets have been stated at their recoverable amount. During the period, the Group reached an agreement on the proposed disposal of certain assets to UOB Kay Hian Holdings Limited. Completion of this disposal will result in the Group's withdrawal from the broking, research and corporate finance activities which have provided the bulk of the revenues in the past. On completion, the Group will have no significant revenue generating activities. However, the directors are planning to realise the remaining assets and invest cash balances in money market investment and deposits whilst considering how to redeploy such cash balances either into a new business or by a return of funds to shareholders or a combination of both. The directors have held negotiations with several parties interested in acquiring the remaining assets of the Group or setting up a new business within the Group. The directors consider that the Group has adequate resources to continue in operational existence and they are continuing to look for investment opportunities. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis. Save as disclosed above, the accounting policies adopted in preparing this report are consistent with those adopted in preparing the consolidated financial statements of the Group for the year ended 31 December 2001. NOTES TO THE INTERIM REPORT (CONTINUED) 3. ANALYSIS OF TURNOVER, OPERATING (LOSS)/PROFIT AND NET ASSETS Unaudited Audited Six months ended Year ended 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Turnover analysed by class of business Broking and related services 3,724 3,239 6,389 Corporate finance 343 515 1,646 4,067 3,754 8,035 Geographical analysis of turnover Hong Kong 3,125 2,781 6,369 Thailand 791 595 1,012 Others 151 378 654 4,067 3,754 8,035 Operating (loss)/profit analysed by class of business Broking and related services (1,724) (3,200) (7,637) Corporate finance (187) 137 546 (1,911) (3,063) (7,091) The net assets utilised in the Group relate substantially to broking activities. NOTES TO THE INTERIM REPORT (CONTINUED) 4. PROVISION FOR CLOSURE OF OPERATIONS During the period, the Group has reached agreement on the proposed disposal of certain assets, the effect of which is the Group's withdrawal from the broking, research and corporate finance activities. The provision reflects the estimated losses since 30 June 2002 and the necessary cost leading up to the completion of the proposed disposal. 5. TAX Unaudited Audited Six months ended Year ended 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 The charge comprises: UK Corporation Tax at 30% - current year 25 22 46 Hong Kong Profits Tax at 16% - current year - 16 86 Other overseas taxation 3 1 19 28 39 151 Deferred taxation - - (2) 6. LOSS PER SHARE Unaudited Audited Six months ended Year ended 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Loss for the financial period/year (3,894) (3,083) (7,961) Loss per share (29) cents (23) cents (60) cents Number Number Number Weighted average number of shares in issue 13,367,290 13,367,290 13,367,290 NOTES TO THE INTERIM REPORT (CONTINUED) 7. INTANGIBLE ASSETS Intangible assets represent eligibility rights to trade on or through the Stock Exchange of Hong Kong Limited and Hong Kong Futures Exchange Limited respectively ('Trading Rights'). Unaudited Audited 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Cost or valuation At 1 January 1,071 1,385 1,385 Disposal (64) (314) (314) At 30 June/31 December 1,007 1,071 1,071 Amortisation At 1 January 196 115 115 Provided for the year 52 64 118 Eliminated on disposal (13) (37) (37) At 30 June/31 December 235 142 196 Net book value At 30 June/31 December 772 929 875 8. INVESTMENTS HELD AS FIXED ASSETS Unaudited Audited 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Exchange memberships - at directors' valuation 81 81 81 Unlisted investments - at cost 1,190 1,189 1,190 1,271 1,270 1,271 NOTES TO THE INTERIM REPORT (CONTINUED) 9. INVESTMENTS HELD AS CURRENT ASSETS Unaudited Audited 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Listed investments - overseas, at market value 711 2,786 1,064 Unlisted investments - overseas, at directors' valuation 31 - 30 Right to trade on or through the Philippine Stock Exchange, at directors' 466 478 454 valuation 1,208 3,264 1,548 10. ANALYSIS OF CASH Unaudited Audited 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Bank deposits and cash 38,517 41,052 36,167 Bank loans and overdrafts (8,984) (8,390) (7,234) 29,533 32,662 28,933 Less: Cash at bank - trust accounts (21,377) (24,372) (18,827) Time deposits of maturity exceeding 1 day (2,648) (2,532) (2,578) Cash (Note 16) 5,508 5,758 7,528 NOTES TO THE INTERIM REPORT (CONTINUED) 11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR Unaudited Audited 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Bank overdrafts 8,984 8,390 7,234 Trade creditors 37,269 34,449 32,846 Taxation 32 93 42 Other creditors, accruals, provisions and deferred income 3,258 1,047 1,419 49,543 43,979 41,541 12. PROVISIONS FOR LIABILITIES AND CHARGES Deferred taxation represents the tax effect of the excess of depreciation allowances claimed for tax purposes over the depreciation charged in the financial statements. The tax effect of other timing differences, which includes valuation surplus on the valuation of land and building and exchange memberships are not significant and have not been provided. Unaudited Audited 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Deferred taxation At 1 January 30 32 32 Profit and loss account charge - - (2) At 30 June/31 December 30 32 30 A deferred tax asset of approximately US$2,383,000 (2001:US$2,048,000) has not been recognised in respect of tax losses available to offset future profits as it is not certain when these tax losses will be utilised in the foreseeable future. There was no material unprovided deferred tax liability at the balance sheet date. NOTES TO THE INTERIM REPORT (CONTINUED) 13. CALLED UP SHARE CAPITAL Unaudited Audited 30.6.2002 30.6.2001 31.12.2001 US$ US$ US$ Authorised: ordinary shares of US$1 each 50,000,000 50,000,000 50,000,000 Called up, issued and fully paid: ordinary shares of US$1 each 13,367,290 13,367,290 13,367,290 14. RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES Unaudited Audited Six months ended Year ended 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Operating loss (1,911) (3,063) (7,091) Gain on disposal of intangible assets (164) (180) (181) Loss on disposal of tangible fixed assets - - 81 Depreciation 109 147 301 Provision for doubtful receivables 369 500 1,193 Loss on revaluation of investments 375 - 1,824 Amortisation of intangible assets 52 64 118 Amortisation of purchased goodwill - 98 197 Exchange difference 74 (133) (38) Decrease in investments held as current assets (35) 301 199 Increase in debtors (2,806) (7,252) (8,228) (Increase)/decrease in cash at bank - trust accounts (2,550) (497) 5,048 Increase in trade creditors 4,423 6,449 4,846 Decrease in other creditors and accruals (61) (725) (476) Net cash outflow from operating activities (2,125) (4,291) (2,207) NOTES TO THE INTERIM REPORT (CONTINUED) 15. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS Unaudited Audited Six months ended Year ended 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Decrease in cash (2,020) (3,993) (2,223) Cash outflow from increase in liquid resources 70 25 71 Movement in net funds (1,950) (3,968) (2,152) Net funds brought forward 10,106 12,258 12,258 Net funds carried forward 8,156 8,290 10,106 16. ANALYSIS OF NET FUNDS Unaudited Audited 30.6.2002 30.6.2001 31.12.2001 US$'000 US$'000 US$'000 Cash in hand and deposits repayable on demand 14,492 14,148 14,762 Bank loans and overdrafts (8,984) (8,390) (7,234) Cash (Note 10) 5,508 5,758 7,528 Time deposits of maturity exceeding 1 day 2,648 2,532 2,578 Net funds 8,156 8,290 10,106 17. COMPARATIVES FIGURES Certain comparative figures have been reclassified to conform with the presentation of the financial statements of the Group for the six months ended 30 June 2002. 18. INTERIM REPORT The interim report will be posted to shareholders on or about 7 October 2002. CORPORATE INFORMATION Board of directors Non-Executive Chairman David Archibald Evelyn LYLE Executive directors Henry Ying Chew CHEONG (Deputy Chairman and Chief Executive Officer) Paul Kwok Kin CHENG (Chief Operating Officer and Finance Director) Alastair GUNN-FORBES Non-executive directors Mark Chung FONG HO Soo Ching Yoshiaki WATANABE Yasumine SATAKE Makato ITO (Alternate to Yasumine SATAKE) Company secretary Paul Kwok Kin CHENG Registered office address Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda Registration number EC21466 Bermuda Principal bankers The Hongkong and Shanghai Banking Corporation Limited 1 Queen's Road, Central, Hong Kong The Bank of Tokyo-Mitsubishi, Ltd. 7-1 Marunouchi, 2-chome, Chiyoda-ku, Tokyo 100, Japan CORPORATE INFORMATION (CONTINUED) Auditors Deloitte Touche Tohmatsu, Certified Public Accountants 26th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong Solicitors Linklaters One, Silk Street, London EC2Y 8HQ, England Principal share registrar and transfer office The Bank of Bermuda Limited Bank of Bermuda Building, 6 Front Street, Hamilton HMDX, Bermuda International branch registrar Capita IRG (Offshore) Limited Victoria Chambers, Liberation Square,1/3 the Esplanade, St Helier, Jersey, Channel Islands United Kingdom transfer agent Capita IRG plc Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England Investor relations For further information about Worldsec Limited, please contact: The Chief Executive Officer Worldsec Group 11th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong PRINCIPAL OPERATING SUBSIDIARIES HONG KONG Worldsec Brokerage Limited Worldsec Futures Limited Worldsec International Limited Worldsec Nominees Limited Address: 11th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong Telephone: +(852) 2867 7288 Fax: +(852) 2810 0281 Worldsec Corporate Finance Limited Address: Room 1601, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong Telephone: +(852) 2971 4288 Fax: +(852) 2537 8830 BANGKOK Worldsec International Limited Thailand representative office Address: Rm 2922/217, 14th Floor, Charn Issara Tower II, New Petch Buri Road, Huaykwang, Bangkok 10310, Thailand Telephone: +(662) 718 1818 Fax: +(662) 718 1828 LONDON Worldsec International (U.K.) Limited Address: 2nd Floor, 6 Broadgate, London, EC2M 2BT, England Telephone: +(44207) 972 0881 Fax: +(44207) 972 0882 PRINCIPAL OPERATING SUBSIDIARIES (CONTINUED) NEW YORK Worldsec International Securities Inc. Address: 919 3rd Avenue, Suite 2700, New York, N.Y. 10022, USA Telephone: +(1212) 371 0888 Fax: +(1212) 754 0076 SHANGHAI Worldsec Investment Consulting (Shanghai) & Co. Ltd. Address: Rm G, 15th Floor, Heng Ji Tower, 99 Huaihai Road (E.), Shanghai 200021, China Telephone: +(8621) 6386 4668 Fax: +(8621) 6386 5727 TAIPEI Worldsec Investment Consulting (Taiwan) & Co. Ltd. Address: 6th Floor, 29 An Ho Road, Section 1, Taipei, Taiwan Telephone: +(8862) 2751 3737 Fax: +(8862) 2731 2966 This information is provided by RNS The company news service from the London Stock Exchange

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