Annual Report • Feb 9, 2017
Annual Report
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CFO / IR contact: Morten Lertrø Phone: +47 67 58 40 00 Mobile: +47 90 41 99 94 [email protected]
www.treasureasa.com
The board expects the performance of the Hyundai Glovis share in the next quarter to be in line with the general equity indexes of the Korean Stock Exchange.
Lysaker, 9 February 2017 The board of directors of Treasure ASA
Forward-looking statements presented in this report are based on various assumptions. These assumptions were reasonable when made, but as assumptions are inherently subject to uncertainties and contingencies which are difficult or impossible to predict. Treasure ASA cannot give assurances that expectations regarding the future outlook will be achieved or accomplished.
| USD thousand | Note | 01.09-31.12 | YTD |
|---|---|---|---|
| 2016 | 2016 | ||
| Dividend from available-for-sale financial asset | |||
| Other income | 89 | 201 | |
| Total income | 89 | 201 | |
| Operating expenses | |||
| Other operating expenses | (120) | (595) | |
| Total operating expenses | (120) | (595) | |
| Operating profit | (31) | (394) | |
| Financial income/(expenses) | |||
| Financial income | 15 | 33 | |
| Financial expenses | 3 | (782) | |
| Net financial income/(expenses) | 19 | (749) | |
| Profit before tax | (12) | (1 143) | |
| Tax income/(expense) | 440 | 440 | |
| Profit for the period | 427 | (704) | |
| Attributable to: owners of the parent | 427 | (704) | |
| Basic earnings per share (USD) | 2 | 0,00 | 0,00 |
| USD thousand | 01.09-31.12 | YTD |
|---|---|---|
| 2016 | 2016 | |
| Profit for the period | 427 | (704) |
| Items that will be reclassified to income statement | ||
| Changes in fair value of available-for-sale financial asset | (162 421) | (132 576) |
| Currency translation | (40) | 334 |
| Other comprehensive income, net of tax | (162 462) | (132 242) |
| Total comprehensive income for the period | (162 034) | (132 945) |
| Total comprehensive income attributable to the owners of the parent | (162 034) | (132 945) |
The above consolidated income statement should be read in conjunction with the accompanying notes.
| USD thousand | Note | 31.12.2016 |
|---|---|---|
| Non current assets | ||
| Deferred tax asset | 458 | |
| Available-for-sale financial assets | 3 | 580 194 |
| Total non current assets | 580 652 | |
| Current assets | ||
| Other current assets | 143 | |
| Cash and cash equivalents | 16 416 | |
| Total current assets | 16 559 | |
| Total assets | 597 211 | |
| Equity | ||
| Paid-in capital | 2 | 2 719 |
| Retained earnings | 594 425 | |
| Attributable to equity holders of the owners | 597 144 | |
| Current liabilities | ||
| Other current liabilities | 68 | |
| Total current liabilities | 68 | |
| Total equity and liabilities | 597 211 |
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
| USD thousand | 01.09-31.12 | YTD |
|---|---|---|
| Note | 2016 | 2016 |
| Cash flow from operating activities | ||
| Profit before tax | (12) | (1 143) |
| Financial (income)/expenses | (19) | 749 |
| Change in working capital | (271) | (411) |
| Tax paid (company income tax, withholding tax) | (24) | (24) |
| Net cash provided by operating activities | (326) | (829) |
| Cash flow from investing activities | ||
| Interest received | 15 | 33 |
| Net cash flow from investing activities | 15 | 33 |
| Cash flow from financing activities | ||
| Demerger WWASA | 0 | 17 212 |
| Net cash flow from financing activities | 0 | 17 212 |
| Net increase in cash and cash equivalents 1 | (311) | 16 416 |
| Cash and cash equivalents at the beg. of the period 1 | 16 727 | |
| Cash and cash equivalents at the end of the period 1 | 16 416 | 16 416 |
1 Excluding restricted cash.
The group has several bank accounts in different currencies. Unrealised currency effects are included in net cash provided by operating activities.
| Retained | |||
|---|---|---|---|
| USD thousand | Share capital | earnings | Total |
| Demerger from Wilh Wilhelmsen ASA | 2 719 | 727 370 | 730 089 |
| Profit for the period | (704) | (704) | |
| Comprehensive income | (132 242) | (132 242) | |
| Balance 31.12.2016 | 2 719 | 594 425 | 597 144 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
This consolidated interim financial report has been prepared in accordance with International Accounting Standards (IAS 34), "interim financial reporting".
The financial accounts have been prepared in accordance with the International Financial Reporting Standards (IFRS), as endorsed by the European Union, to the extent applicable.
Treasure group's presentation currency is USD. The functional currency of the Company is NOK, while the presentation currency is USD.
The main assets of the Treasure group are shares held in Hyundai Glovis, which are accounted for as "available-for-sale". The shares in Hyundai Glovis are denominated in KRW and traded on the KRX.
Treasure ASA, (the "Company") is a company domiciled in Norway and the business address is Strandveien 20, 1366 Lysaker. The principal activity of the Company are investment in financial assets and investments in other companies with similar activities. The Company was incorporated on 12 February 2016 and was a wholly owned subsidiary of Wilh. Wilhelmsen ASA ("WWASA"). For the period prior to this, the Company has no historical financial information.
The Company has contemplating the transaction (the "Transaction"), the demerger of WWASA was proposed as part of a reorganisation of the Wilh. Wilhelmsen Group.
WWASA's 12.04% holding in Hyundai Glovis Co. Ltd., Korea ("Glovis") is today owned by the wholly owned subsidiary Den Norske Amerikalinje AS, ("NAL"). Together, the Company and NAL comprise the Group (the "Group"). WWASA's shares in NAL have been transferred to
the Company by the demerger, and the Company will then own the Glovis investment through NAL.
Before the demerger 8 June the group has no historical figures.
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. After initial recognition, available-for-sale financial assets are measured at fair value with gains or losses recognised as a separate component in other comprehensive income until the investments is derecognised, at which time the cumulative gain or loss previously reported in equity is included in the income statement. The fair value of the investments that are actively traded in organised financial markets is determined by reference to quoted market bid price at the close of business on the balance sheet date. For investments where there is no active market fair value are determined applying commonly used valuation techniques. Available-for-sale financial assets are included in non-current assets unless the
investment matures or management intends to dispose of it within 12 months of the end of the reporting period.
Income in the combined income statement of Treasure is dividend income arising
from the available-for-sale financial asset. This income is recognised when it is approved.
Transactions in foreign currencies are recorded in the functional currency by applying the rate of exchange as of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the rate of the exchange at the balance sheet date. The realised and unrealised currency gains or losses are included in financial income or expense.
The group and the parent company have transactions with associated companies. These contracts are based on commercial market terms .
Deferred tax is calculated using the liability method on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates and laws which have been enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available, and that the temporary differences can be deducted from this profit. Deferred income tax is calculated on temporary differences arising on investments in subsidiaries except where the timing of the reversal of the temporary difference is controlled by the group. Tax reduction on group contributions given and tax on group contribution received, booked as a reduction of cost price or taken directly to equity, are booked directly against tax in the balance sheet (offset against payable taxes if the group contribution has affected payable taxes, and offset against deferred taxes if the group contribution has affected deferred taxes).
Cash and cash equivalents include cash in hand, deposits held at call with banks, and other current highly liquid investments with original maturities of three months or less, or bank overdrafts. Bank overdrafts are shown under borrowings in current liabilities on the balance sheet.
Dividend payments to the parent company's shareholders are recognised as a liability in the group's financial statements from the date when the dividend is approved by the general meeting
As a result of rounding adjustments, the figures in one or more columns may not add up to the total of that column.
The share capital is as follow with a nominal value of NOK 0.10
| Ordinary shares | 220 000 000 |
|---|---|
| Total shares | 220 000 000 |
| Earnings per share taking into consideration the number of outstanding shares in | |
| the period. | Earnings per share is calculated based on 220 000 000 shares for 2016. |
Basic earnings per share is calculated by dividing profit for the period after minority interests, by average number of total outstanding shares.
Earnings per share is calculated based on 220 000 000 shares for 2016.
| USD thousand | 31.12.2016 |
|---|---|
| Available-for-sale financial assets | |
| Demerger from Wilh Wilhelmsen ASA | 712 769 |
| Mark to market valuation | (132 576) |
| Total available-for-sale financial assets | 580 194 |
Available-for-sale financial assets are denominated in KRW
| 31.12.2016 | ||
|---|---|---|
| USD thousand | Level 1 | Total |
| Financial assets at fair value | ||
| Available-for-sale financial assets | 580 194 | 580 194 |
| Total financial assets 31.12 | 580 194 | 580 194 |
The fair value of financial instruments traded in an active market is based on quoted market prices at the balance sheet date.
The proposed dividend for fiscal year 2016 in 2017 is NOK 0.30 per share, payable in the second quarter of 2017. A decision on this proposal will be taken by the annual general meeting on 27 April 2017. The proposed dividend is not accrued in the year-end balance sheet. The dividend will have effect on retained earnings in second quarter of 2017.
Note 6 - Income statement - pro forma figures for Q1 2016 and full year 2015 and 2016 and reported Q2, Q3 and Q4 2016
| USD mill | Pro forma | Reported | Reported | Reported | Pro forma | |
|---|---|---|---|---|---|---|
| Full year 2016 | Q4 2016 | Q3 2016 | Q2 2016 | Q1 2016 | Full year 2015 |
|
| Income | ||||||
| Dividend from available -for-sale financial asset | 11,9 | 11,9 | 8,2 | |||
| Other income | 0,2 | 0,1 | 0,1 | |||
| Total income | 0,2 | 0,1 | 0,1 | 0,0 | 11,9 | 8,2 |
| Operating expenses | ||||||
| Other expenses | (0,6) | (0,1) | (0,4) | (0,1) | 0,0 | (0,4) |
| Total operating expenses | (0,6) | (0,1) | (0,4) | (0,1) | 0,0 | (0,4) |
| Operating profit 2 | (0,4) | (0,0) | (0,2) | (0,1) | 11,9 | 7,8 |
| Financial income/(expenses) | (1,9) | 0,0 | (0,0) | (0,7) | (1,1) | (0,0) |
| Profit/(loss) before tax | (2,2) | (0,0) | (0,3) | (0,9) | 10,8 | 7,8 |
| Income tax | (1,8) | 0,0 | 0,0 | 0,0 | (1,8) | (1,4) |
| Profit/(loss) | (4,0) | (0,0) | (0,3) | (0,9) | 9,0 | 6,3 |
| Statement of Comprehensive Income | ||||||
| Profit for the period | (4,0) | (0,0) | (0,3) | (0,9) | 9,0 | 6,3 |
| Items that will be reclassified to income statement | ||||||
| Changes in fair value of available-for-sale financial asset | (123,8) | (162,5) | 69,7 | (39,5) | 8,4 | (465,7) |
| Other comprehensive income, net of tax | (123,8) | (162,5) | 69,7 | (39,5) | 8,4 | (465,7) |
| Total comprehensive income for the period | (127,9) | (162,5) | 69,4 | (40,4) | 17,4 | (459,4) |
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