TIDMARGO

RNS Number : 0932S

ARGO Group Limited

07 March 2019

Argo Group Limited

("Argo" or the "Company")

Annual Report and Accounts for the Year ended 31 December 2018

Argo today announces its final results for the year ended 31 December 2018.

The Company will today make available its report and accounts for the year ended 31 December 2018 on the Company's website www.argogrouplimited.com. These will be sent by post to shareholders in the next 2 weeks.

Key highlights for the twelve months ended 31 December 2018

   -     Revenues US$4.6 million (2017: US$10.3 million) 
   -     Operating loss US$0.8 million (2017: operating profit US$2.0 million) 
   -     Loss before tax US$1.2 million (2017: profit of US$4.7 million) 
   -     Net assets US$23.3 million (2017: US$24.7 million) 

Commenting on the results and outlook, Kyriakos Rialas, Chief Executive of Argo said:

"As it turned out the second half of 2018 was a year to forget for most hedge funds as the best asset class proved to be cash. Argo was not immune from the general correction in market prices as they particularly affected emerging markets. The firm managed the risks not only by keeping a sizeable portion of the portfolio in cash but through our macro overlay we took short bets on market risk that contributed positively to performance along our USD positioning against emerging market currencies. We lost money on our distressed debt and USD sovereign debt but at much more modest level than the specific subindex of EMBI. The end result was a manageable drop of 5.65% gross for the year in our main fund, The Argo Fund, made up of 2.1% in fees and expenses and the rest in asset performance. January 2019 however started strongly with The Argo Fund up about 2.7%. The objective of the Group remains the increase of assets under management in The Argo Fund to well over US$100 million and we have been successful in the latter part of 2018 to reach around US$80 million. Despite the drop in the distressed credit fund following a liquidity event that allowed some redemptions we are looking to grow this fund and market it more actively to a wider group of investors. We have an attractive pipeline of transactions that could be interesting to long-term investors looking for uncorrelated returns. At the same time cost control is an ongoing process by streamlining expenses by closing holding companies which are no longer needed in the remaining illiquid investments."

Enquiries

Argo Group Limited

Andreas Rialas

020 7016 7660

Panmure Gordon

Dominic Morley

020 7886 2500

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.

CHAIRMAN'S STATEMENT

Key highlights for the twelve months ended 31 December 2018

   -     Revenues US$4.6 million (2017: US$10.3 million) 
   -     Operating loss US$0.8 million (2017: operating profit US$2.0 million) 
   -     Loss before tax US$1.2 million (2017: profit of US$4.7 million) 
   -     Net assets US$23.3 million (2017: US$24.7 million) 

The Group and its objective

Argo's investment objective is to provide investors with absolute returns in the funds that it manages by investing in multi strategy investments in emerging markets.

Argo was listed on the AIM market in November 2008 and has a performance track record dating back to 2000.

Business and operational review

This report sets out the results of Argo Group Limited for the year ended 31 December 2018.

For the year ended 31 December 2018 the Group generated revenues of US$4.6 million (2017: US$10.3 million) with management fees accounting for US$4.1 million (2017: US$4.2 million). The Group also generated incentive fees of US$0.3 million (2017: US$ 5.9 million) during the year. The incentive fees earned during the year were from Argo Distressed Credit Fund ("ADCF").

Total operating costs, ignoring bad debt provisions, are US$4.0 million (2017: US$7.2 million). The decrease in operating costs is mainly due to no variable employee costs being paid during the year. The Group has provided against management fees of US$1.2 million (EUR1.0 million) (2017: US$1.4 million, EUR1.2 million) due from AREOF. In the Directors' view these amounts are fully recoverable however they have concluded that it would be appropriate to carry a provision against these receivables as the timing of the receipts may be outside the control of the Company and AREOF.

Overall, the financial statements show an operating loss for the year of US$0.8 million (2017: operating profit US$2.0 million) and a loss before tax of US$1.2 million (2017: profit of US$4.7 million) reflecting the realised and unrealised loss on current asset investments of US$0.6 million (2017: profit of US$2.5 million).

At the year end, the Group had net assets of US$23.3 million (2017: US$24.7 million) and net current assets of US$22.7 million (2017: US$24.2 million) including cash reserves of US$4.0 million (2017: US$5.0 million). The Directors are not declaring a final dividend.

Net assets include investments in TAF, AREOF, Argo Special Situations Fund LP ("ASSF") and ADCF (together referred to as "the Argo funds") at fair values of US$18.2 million (2017: US$10.6 million), US$0.1 million (2017: US$0.1 million), US$0.04 million (2017: US$0.03 million), and US$ nil (2017: US$4.2 million) respectively.

At the year end the Argo funds (excluding AREOF) owed the Group total management and performance fees of US$0.6 million (31 December 2017: US$6.2 million). The Group received full settlement of these fees in January 2019.

The Argo funds ended the year with Assets under Management ("AUM") at US$130.1 million (2017: US$146.8), 11% lower than at the beginning of the year. We are now looking to raise funds across the spectrum of our investing activity and various initiatives are being undertaken with existing and new investors. The current level of AUM remains below that required to ensure sustainable profits on a recurring management fee basis in the absence of performance fees. This has necessitated an ongoing review of the Group's cost basis. Nevertheless, the Group has ensured that the operational framework remains intact and that it retains the capacity to manage additional fund inflows as and when they arise.

The number of permanent employees of the Group at 31 December 2018 was 23 (2017: 23).

The Group has provided AREOF with a notice of deferral in relation to amounts due from the provision of investment management services, under which it will not demand payment of such amounts until the Group judges that AREOF is in a position to pay the outstanding liability. These amounts accrued or receivable at 31 December 2018 total US$nil (2017: US$nil) after a bad debt provision of US$8.9 million (EUR7.8 million) (2017: US$8.2 million (EUR6.8 million)). AREOF continues to meet part of this obligation to the Argo Group as and when liquidity allows. In November 2013, AREOF offered Argo Group Limited additional security for the continued support in the form of debentures and guarantees by underlying intermediate companies. Argo Group Limited retains this additional security. The AREOF management contract expires on the later of its termination or the sale of all assets in the Portfolio. The life of the fund was extended to 30 June 2034 during 2017.

Fund performance

The Argo Funds

 
                                     2018     2017 
                          Launch      Year     Year      Since         Annualised    Sharpe   Down 
Fund                       date       total    total      inception    performance    ratio    months   AUM 
                                        %        %          %           CAGR %                         US$m 
                          --------  -------  --------  ------------  -------------  -------  --------  ----- 
                                                                                             68 of 
The Argo Fund              Oct-00    -5.65     10.70      217.44          7.32       0.46     219      79.7 
                          --------  -------  --------  ------------  -------------  -------  --------  ----- 
Argo Distressed 
 Credit                                                                                       55 of 
 Fund                      Oct-08    1.58       65.60     234.51         14.47       0.62      123     27.5 
                          --------  -------  --------  ------------  -------------  -------  --------  ----- 
Argo Special Situations                                                                      66 of 
 Fund LP                   Feb-12    26.8     115.45     -64.68            -0.86     -0.01    89       22.9 
                          --------  -------  --------  ------------  -------------  -------  --------  ----- 
Total                                                                                                  130.1 
                                    -------  --------  ------------  -------------  -------  --------  ----- 
 

* NAV only officially measured once a year in September.

AREOF's adjusted NAV at 30 September 2018* was US$15.0 million (EUR13.1 million), compared with US$0.7 million (EUR0.6 million) a year earlier. The Adjusted NAV per share at 30 September 2018 was US$0.0247 (EUR0.0216) (2017: US$0.001 (EUR0.001)). The improvement in NAV follows the completion of the restructuring of the loan supporting Riviera Shopping City in June 2018.

The main shareholders in AREOF are:

 
 Entity                     No of Shares     % 
-------------------------  -------------  ---- 
 
 Argo Distressed Credit 
  Fund                       175,694,400 
 Argo Special Situations 
  Fund LP                    300,396,609 
 Argo Group Limited           30,056,500 
 Total                       506,147,509   83% 
-------------------------  -------------  ---- 
 

2018 saw a sharp fall in valuations across most asset classes, driven by a number of factors including global growth slowdown fears; political uncertainty in both developed and emerging markets; US dollar strength amidst Fed quantitative tightening and interest rate hikes; and conflict between the US and some of its major trading partners, most notably China. As a result, investors were quick to call the end to both equity and fixed income bull markets. Emerging markets were not immune from the change in sentiment and in addition were affected by the currency crises in Argentina and Turkey. The NAV of TAF fell by 5.65% in 2018, compared with a gain of 10.7% the previous year. The Group's flagship fund is a diversified debt and macro fund which seeks to capture alpha through long and short investment in EM corporate, sovereign and liquid distressed credit and FX. TAF also uses a macro hedging overlay strategy to actively manage portfolio duration, volatility and correlation which helped pare losses during the year as it suffered on the back of the aforementioned EM crises and some trades which were affected by idiosyncratic factors. In particular, the fund's exposure to Argentina and Venezuela weighed on the portfolio although TAF's bottom up focused investment style allowed it to avoid various credit events and generated reasonable results considering the overall market environment. Investors are likely to continue being selective in 2019, focusing on countries where economic growth differentials are widening versus developed markets, fiscal policy remains responsible and external vulnerabilities are kept in check. For specific EM countries, domestic politics will play an important role in performance, with delivery from newly elected leaders important in several big Latin American countries, most notably Brazil. Indonesia has its presidential poll in April - where our expectation is that Jokowi will be re-elected - and India is also holding a general election in May.

Credit differentiation will continue to be key in 2019, with a focus on issuers with attractive uncorrelated investment cases, solid liquidity and low refinancing risk. The AUM of TAF was US$79.7 million at the end of the year and marketing activity is being continued with the objective of reaching an AUM level that would make the fund qualify for investment from institutional investors.

The NAV of ADCF rose a more modest 1.58% in 2018. The fund's largest position related to the leasing of a catalyst to an Indonesian refinery. Litigation had been commenced in Singapore in an effort to resolve the impasse between the ADCF and the debtor, but a settlement was finally agreed in September 2018 which resulted in a partial cash disbursement. It is anticipated that the balance of the monies owed will be realised in the first half of 2019.

ASSF also benefited from the litigation settlement referred to earlier. Its NAV rose by 26.8%, but this was due to approximately one third of investors participating in a tender offer at a discount to NAV which utilised proceeds from the Indonesian leasing receivable.

Dividends

The Directors are not declaring a final dividend but intend to restart dividend payments as soon as the Group's performance provides a consistent track record of profitability.

The Board will make a separate announcement on 7 March 2019 regarding a return of capital to shareholders via a buyback of shares.

Outlook

As previously stated, a significant increase in AUM is still required to ensure sustainable profits on a recurring management fee basis. The Group is well placed with capacity to absorb such an increase in AUM with negligible impact on operational costs.

Raising AUM remains Argo's top priority over the coming year. The Group's marketing efforts continue to focus on TAF which has an 18 year track record. However, the Group continues to seek opportunities to increase AUM either through existing fund structures or by identifying external partners with whom.to cooperate.

Over the longer term, the Board believes there is significant opportunity for growth in assets and profits and remains committed to ensuring the Group's investment management capabilities and resources are appropriate to meet its key objective of achieving a consistent positive investment performance in the emerging markets sector.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

YEARED 31 DECEMBER 2018

 
                                                         Year ended           Year ended 
                                                        31 December          31 December 
                                                               2018                 2017 
                                                Note        US$'000              US$'000 
 
 Management fees                                              4,086                4,165 
 Performance fees                                               268                5,887 
 Other income                                                   245                  208 
=============================================  ======  ============  =================== 
                                                2(e), 
 Revenue                                          3           4,599               10,260 
=============================================  ======  ============  =================== 
 
 Legal and professional expenses                              (361)                (289) 
 Management and incentive fees payable                         (70)                 (68) 
 Operational expenses                                       (1,005)              (1,022) 
 Employee costs                                   4         (2,604)              (5,728) 
 Foreign exchange gain                                            1                 (31) 
 Bad debts                                       11         (1,350)              (1,110) 
 Depreciation                                     9            (12)                 (26) 
=============================================  ======  ============  =================== 
 Operating (loss)/profit                          6           (802)                1,986 
=============================================  ======  ============  =================== 
 
 Interest income on cash and cash 
  equivalents                                                   194                  200 
 Realised and unrealised (losses)/gains 
  on investments                                              (600)               2,549 
=============================================  ======  ============  =================== 
 (Loss)/profit on ordinary activities 
  before taxation                                 3         (1,208)                4,735 
=============================================  ======  ============  =================== 
 
 Taxation                                         7            (28)                (194) 
=============================================  ======  ============  =================== 
 (Loss)/profit for the year after 
  taxation attributable to members 
  of the Company                                  8         (1,236)                4,541 
 
 Other comprehensive income 
 Items that may be reclassified subsequently 
  to profit or loss: 
 Exchange differences on translation 
  of foreign operations                                       (155)                  250 
=============================================  ======  ============  =================== 
 Total comprehensive income for the 
  year                                                      (1,391)                4,791 
=============================================  ======  ============  =================== 
 
 
                                      Year ended    Year ended 
                                     31 December   31 December 
                                            2018          2017 
                                             US$           US$ 
 Earnings per share (basic)      8        (0.03)          0.10 
==============================      ============  ============ 
 Earnings per share (diluted)    8        (0.02)          0.09 
==============================      ============  ============ 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2018

 
 
                                          At 31 December   At 31 December 
                                                    2018             2017 
                                   Note          US$'000          US$'000 
 
 Assets 
 
 Non-current assets 
 Land, fixtures, fittings and 
  equipment                         9                212              227 
 Financial assets at fair value 
  through profit or loss            10               159              151 
 Loans and advances receivable      12               118              125 
================================  =====  ===============  =============== 
 Total non-current assets                            489              503 
================================  =====  ===============  =============== 
 
 Current assets 
 Financial assets at fair value 
  through profit or loss            10            18,193           14,800 
 Trade and other receivables        11               751            6,442 
 Tax receivable                     7                  5                - 
 Cash and cash equivalents          13             4,005            5,031 
 Total current assets                             22,960           26,273 
================================  =====  ===============  =============== 
 
 Total assets                       3             23,449           26,776 
================================  =====  ===============  =============== 
 
 Equity and liabilities 
 
 Equity 
 Issued share capital               14               470              470 
 Share premium                                    28,022           28,022 
 Revenue reserve                                 (2,363)          (1,127) 
 Foreign currency translation 
  reserve                          2(d)          (2,860)          (2,705) 
================================  =====  ===============  =============== 
 Total equity                                     23,269           24,660 
================================  =====  ===============  =============== 
 
 Current liabilities 
 Trade and other payables           15               180            2,097 
 Taxation payable                   7                  -               19 
================================  =====  ===============  =============== 
 Total current liabilities          3                180            2,116 
================================  =====  ===============  =============== 
 
 Total equity and liabilities                     23,449           26,776 
================================  =====  ===============  =============== 
 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

YEARED 31 DECEMBER 2018

 
                                                                           Foreign 
                                    Issued                                currency 
                                     share       Share     Revenue     translation 
                                   capital     premium     reserve         reserve     Total 
                                      2017        2017        2017            2017      2017 
                                   US$'000     US$'000     US$'000         US$'000   US$'000 
 
 As at 1 January 2017                  481      28,211     (5,668)         (2,955)    20,069 
 
 Total comprehensive income 
 
   Profit for the year after 
   taxation                              -           -       4,541               -     4,541 
 
   Other comprehensive income            -           -           -             250       250 
 
   Transactions with owners 
   recorded directly in 
   equity 
 
   Purchase of own shares 
   (note 14)                          (11)       (189)           -               -     (200) 
 
 As at 31 December 2017                470      28,022     (1,127)         (2,705)    24,660 
==============================  ==========  ==========  ==========  ==============  ======== 
 
 
 
                                                                         Foreign 
                                  Issued                                currency 
                                   share       Share     Revenue     translation 
                                 capital     premium     reserve         reserve     Total 
                                    2018        2018        2018            2018      2018 
                                 US$'000     US$'000     US$'000         US$'000   US$'000 
 
 As at 1 January 2018                470      28,022     (1,127)         (2,705)    24,660 
 
 Total comprehensive income 
 Loss for the year after 
  taxation                             -           -     (1,236)               -   (1,236) 
 Other comprehensive loss              -           -           -           (155)     (155) 
 
 As at 31 December 2018              470      28,022     (2,363)         (2,860)    23,269 
============================  ==========  ==========  ==========  ==============  ======== 
 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

YEARED 31 DECEMBER 2018

 
                                                 Year ended    Year ended 
                                                31 December   31 December 
                                                       2018          2017 
                                         Note       US$'000       US$'000 
 
 Net cash inflow/(outflow) from 
  operating activities                    17          3,136         (933) 
 
 Cash flows from investing activities 
 Interest received on cash and 
  cash equivalents                                       22            22 
 Share buy back                                           -         (200) 
 Purchase of financial assets 
  at fair value through profit 
  or loss                                 10        (4,000)             - 
 Proceeds from sale of financial                          -             - 
  assets at fair value through 
  profit or loss 
 Purchase of fixtures, fittings 
  and equipment                           9             (8)         (197) 
 Net cash used in investing 
  activities                                        (3,986)         (375) 
======================================  =====  ============  ============ 
 
 Net decrease in cash and cash 
  equivalents                                         (850)       (1,308) 
 
 Cash and cash equivalents at 
  1 January 2018 and 
  1 January 2017                                      5,031         6,126 
 
 Foreign exchange gain/(loss) 
  on cash and cash 
  equivalents                                         (176)           213 
 
 Cash and cash equivalents as 
  at 31 December 2018 and 31 
  December 2017                                       4,005         5,031 
======================================  =====  ============  ============ 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2018

   1.       CORPORATE INFORMATION 

The Company is domiciled in the Isle of Man under the Companies Act 2006. Its registered office is at 33-37 Athol Street, Douglas, Isle of Man, IM1 1LB and the principal places of business are at 10 Vasilissis Frederikis Street, 1066 Nicosia, Cyprus and 24-25 New Bond Street, London, W1S 2RR. The principal activity of the Company is that of a holding company and the principal activity of the wider Group is that of an investment management business. The functional currencies of the Group undertakings are US dollars, Sterling, Euros and Romanian Lei. The presentational currency is US dollars. The Group has 23 (2017: 23) employees.

Wholly owned subsidiaries Country of incorporation

 
 Argo Capital Management (Cyprus) Limited   Cyprus 
 Argo Capital Management Limited            United Kingdom 
 Argo Capital Management Property Limited   Cayman Islands 
 Argo Property Management Srl               Romania 
 
 
 
   2.       ACCOUNTING POLICIES 
   (a)     Accounting convention 

These consolidated financial statements have been prepared on a historical cost basis, except for the revaluation of certain financial instruments, and in accordance with International Financial Reporting Standards, as adopted by the EU.

Going concern

The financial statements have been prepared on a going concern basis which assumes that the Group will be able to meet its liabilities as they fall due for the foreseeable future.

The Directors have carried out a rigorous assessment of all the factors affecting the business in deciding to adopt the going concern basis for the preparation of the accounts. They have reviewed and examined the Group's financial and other processes including the annual budgeting process and expect the Group to have sufficient cash resources available in the foreseeable future. This has included the preparation of forecast financial information focussed on cash flow requirements through to at least March 2020. These forecasts reflect current cost patterns of the Group and take into consideration current liquidity constraints of funds under management and therefore their ability to settle management fees and other receivables (refer to notes 11 and 13).

On the basis of review of this forecast financial information, the liquid assets currently held and forecast inflows during the period, the Directors are confident that the Group has adequate financial resources available to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis for preparing the consolidated financial statements.

The Directors have therefore concluded that it is appropriate to prepare the consolidated financial statements on a going concern basis.

   (b)     Basis of consolidation 

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries. Subsidiaries are consolidated from the date upon which control is transferred to the Company and cease to be consolidated from the date upon which control is transferred from the Company.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Company. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

   (c)     Business combinations 

The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date.

Goodwill

Goodwill arising on the consolidation represents the excess of the cost of the acquisition over the Company's interest in the fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition. Any excess of the Company's interest in the fair value of the identifiable assets and liabilities over the cost of the acquisition (negative goodwill) is immediately recognised in the Consolidated statement of profit or loss. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill which is recognised as an asset is reviewed at least annually for impairment. Any impairment is recognised immediately in the Consolidated statement of profit or loss.

Impairment of intangible assets

At each reporting date the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have been adjusted.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

   (d)     Foreign currency translation 

The consolidated financial statements are expressed in US dollars. Transactions denominated in currencies other than US dollars have been translated at the rate of exchange prevailing at the date of the transaction. Assets and liabilities in other currencies are translated to US dollars at the rates of exchange prevailing at the reporting date. The resulting profits or losses are reflected in the Consolidated statement of profit or loss.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the year. Exchange differences arising, if any, are classified as equity and transferred to the Group's foreign currency translation reserve.

   (e)     Revenue 

Revenue is recognised to the extent that it is probable that economic benefit will flow to the Group and the revenue can be reliably measured.

Management and incentive fees receivable

The Group recognises revenue for providing management services to funds. Revenue is accrued on a monthly basis on completion of management services. In the Argo funds revenue is based on the assets under management of each mutual fund and in the Argo Real Estate Opportunities Fund Limited ("AREOF") (managed by Argo Capital Management Property Limited) revenue is based on the gross proceeds of share placements.

Incentive fees arise monthly, quarterly or on realisation of an investment. Incentive fees are recognised in the month they arise. In addition, AREOF incentive fees may be triggered at any time on realisation of a property asset. The management and incentive fees receivable from AREOF are defined in the management contract between that company and Argo Capital Management Property Limited.

The Group has provided AREOF with a notice of deferral in relation to the amounts due from the provision of investment management services, under which it will not demand payment of such amounts until the Group judges that AREOF is in a position to pay the outstanding liability. In November 2013 AREOF offered Argo Group Limited additional security for the continued support in the form of debentures and guarantees by underlying intermediate companies.

   (f)      Depreciation 

Plant and equipment is initially recorded at cost and depreciated on a straight-line basis over the expected useful lives of the assets, after taking into account the assets' residual values, as follows:

   Leasehold                                                                         20% per annum 
   Fixtures and fittings                                                            33 1/3% per annum 
   Office equipment                                                               33 1/3% per annum 
   Computer equipment and software                                       33 1/3% per annum 
   (g)     IFRS 9 "Financial instruments" 

IFRS 9 "Financial instruments" replaces the provisions of IAS 39 that relate to recognition and derecognition of financial instruments and classification and measurement of financial assets and financial liabilities. IFRS 9 further introduces new principles for hedge accounting and a new forward--looking impairment model for financial assets.

The new standard requires debt financial assets to be classified into two measurement categories: those to be measured subsequently at fair value (either through other comprehensive income (FVOCI) or through profit or loss (either FVTPL or FVPL) and those to be measured at amortized cost. The determination is made at initial recognition. For debt financial assets the classification depends on the entity's business model for managing its financial instruments and the contractual cash flows characteristics of the instruments. For equity financial assets it depends on the entity's intentions and designation.

In particular, assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income. Lastly, assets that do not meet the criteria for amortised cost or fair value through other comprehensive income are measured at fair value through profit or loss.

For investments in equity instruments that are not held for trading, the classification depends on whether the entity has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. If no such election has been made or the investments in equity instruments are held for trading they are required to be classified at fair value through profit or loss.

IFRS 9 also introduces a single impairment model applicable for debt instruments at amortised cost and fair value through other comprehensive income and removes the need for a triggering event to be necessary for recognition of impairment losses. The new impairment model under IFRS 9 requires the recognition of allowances for doubtful debts based on expected credit losses (ECL), rather than incurred credit losses as under IAS 39. The standard further introduces a simplified approach for calculating impairment on trade receivables as well as for calculating impairment on contract assets and lease receivables; which also fall within the scope of the impairment requirements of IFRS 9.

For financial liabilities, the standard retains most of the requirements of IAS 39. The main change is that, in case where the fair value option is taken for financial liabilities, the part of a fair value change due to the entity's own credit risk is recorded in other comprehensive income rather than in profit or loss, unless this creates an accounting mismatch.

The Group has adopted IFRS 9 with a date of transition of 1 January 2018, which resulted in changes in accounting policies for recognition, classification and measurement of financial assets and liabilities and impairment of financial assets.

   (h)     Trade date accounting 

All 'regular way' purchases and sales of financial assets are recognised on the 'trade date', i.e. the date that the entity commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of the asset within the time frame generally established by regulation or convention in the market place.

   (i)      Financial instruments 

Financial assets - Classification

From 1 January 2018, the Group classifies its financial assets in the following measurement categories:

-- those to be measured subsequently at fair value (either through OCI or through profit or loss), and

   --     those to be measured at amortised cost 

The classification and subsequent measurement of debt financial assets depends on: (i) the Group's business model for managing the related assets portfolio and (ii) the cash flow characteristics of the asset. On initial recognition, the Group may irrevocably designate a debt financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

All other financial assets are classified as measured at FVTPL.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

Currently the Group holds only investments which have been classified as financial assets at fair value through profit or loss. Investments held at fair value in managed mutual funds are valued at fair value of the net assets as provided by the administrators of those funds. Where funds contain level 3 assets the Directors will consider the carrying value based on information regarding future expected cash flows using appropriate valuation techniques such as discounted cash flow analysis. Investments in the management shares of The Argo Fund Limited, Argo Distressed Credit Fund Limited and Argo Special Situations Fund LP are stated at fair value, being the recoverable amount. The Argo Fund can no longer trade in Level 3 assets under the terms of its new prospectus dated 1 March 2016.

Financial assets - Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current market transactions in the same instrument or by a valuation technique whose inputs include only data from observable markets.

Financial assets -- impairment -- credit loss allowance for ECL

From 1 January 2018, the Group assesses on a forward--looking basis the ECL for debt instruments (including loans) measured at Amortized Cost and FVOCI and with the exposure arising from loan commitments and financial guarantee contracts. The Group measures ECL and recognises credit loss allowance at each reporting date. The measurement of ECL reflects: (i) an unbiased and probability weighted amount that is determined by evaluating a range of possible outcomes, (ii) time value of money and (iii) all reasonable and supportable information that is available without undue cost and effort at the end of each reporting period about past events, current conditions and forecasts of future conditions.

Cash and cash equivalents

For the purpose of the cash flow statement, cash and cash equivalents comprise cash at bank. Cash and cash equivalents are carried at Amortized Cost because: (i) they are held for collection of contractual cash flows and those cash flows represent SPPI, and (ii) they are not designated at FVTPL.

Financial Liabilities

Financial liabilities are initially recognised at fair value and classified as subsequently measured at amortised cost, except for (i) financial liabilities at FVTPL: this classification is applied to derivatives, financial liabilities held for trading (e.g. short positions in securities), contingent consideration recognised by an acquirer in a business combination and other financial liabilities designated as such at initial recognition and (ii) financial guarantee contracts and loan commitments.

   (j)      Loans and borrowings 

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred. Loans and borrowings are subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings, using the effective interest method, unless they are directly attributable to the acquisition, construction or production of a qualifying asset, in which case they are capitalised as part of the cost of that asset. Loans and borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the statement of financial position date.

   (k)     Current taxation 

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amounts are those enacted or substantively enacted by the reporting date.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Consolidated statement of profit or loss because it excludes items of income or expense that are taxable or deductible in other periods or because it excludes items that are never taxable or deductible.

   (l)      Deferred taxation 

Deferred income tax is provided for using the liability method on temporary timing differences at the reporting date between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised in full for all temporary differences. Deferred tax assets are recognised for all deductible temporary differences, carried forward unused tax credits and unused tax losses to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and carry-forward of unused tax credits and unused losses can be utilised.

The carrying amount of deferred income tax assets is revalued at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that is probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability settled, based on tax rates that have been enacted or substantively enacted at the reporting date.

    (m)   Accounting estimates, assumptions and judgements 

The preparation of the consolidated financial statements necessitates the use of estimates, assumptions and judgements. These estimates, assumptions and judgements affect the reported amounts of assets, liabilities and contingent liabilities at the reporting date as well as affecting the reported income and expenses for the year. Although the estimates are based on management's knowledge and best judgment of information and financial data, the actual outcome may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that and prior periods, or in the period of the revision and future periods if the revision affects both current and future periods.

In the process of applying the Group's accounting policies, which are described above, management has made best judgements of information and financial data that have the most significant effect on the amounts recognised in the consolidated financial statements:

   -     Investments fair value 
   -     Management fees 
   -     Trade receivables 
   -     Going concern 
   -     Loans and advances 

It has been assumed that, when available, the audited financial statements of the funds under the Group's management will confirm the net asset values used in the calculation of management and performance fees receivable.

   (n)     Operating leases 

Costs in respect of operating leases are charged on a straight line basis over the lease term. Benefits, such as rent free periods, received and receivable as incentives to take on operating leases are spread on a straight line basis over the lease term, or, if shorter than the full lease term, over the period to the review date on which the rent is first expected to be adjusted to the prevailing market rent.

    (o)     Financial instruments and fair value hierarchy 

The following represents the fair value hierarchy of financial instruments measured at fair value in the consolidated statement of financial position. The hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.

    (p)    Future changes in accounting policies 

IASB (International Accounting Standards Board) and IFRIC (International Financial Reporting Interpretations Committee) have issued the following standards and interpretations with an effective date after the date of these financial statements:

(i) Adopted by the EU

 
                                                               EU Effective date 
   New/Revised International Financial Reporting             (accounting periods 
   Standards (IAS/IFRS)                                            commencing on 
                                                                       or after) 
--------------------------------------------------  ---------------------------- 
 IFRS 16 Leases                                                   1 January 2019 
 Amendments to IFRS 9: Prepayment Features with                   1 January 2019 
  Negative Compensation 
 IFRIC Interpretation 23 "Uncertainty over Income                1 January 2019 
  Tax Treatments" 
--------------------------------------------------  ---------------------------- 
 

(ii) Not adopted by the EU

 
                                                           Effective date 
   New/Revised International Financial Reporting       - not yet endorsed 
   Standards (IAS/IFRS)                                         by the EU 
                                                      (accounting periods 
                                                            commencing on 
                                                                or after) 
--------------------------------------------------  --------------------- 
 Amendments to IAS 28: Long-term Interests in              1 January 2019 
  Associates and Joint Ventures 
 Amendments to IAS 19: Plan Amendment, Curtailment         1 January 2019 
  or Settlement 
 Annual Improvements to IFRSs 2015-2017 Cycle              1 January 2019 
  - various standards 
--------------------------------------------------  --------------------- 
 
 

The Directors do not expect the adoption of these standards and interpretations to have a material impact on the Group's financial statements in the period of initial application.

Any standard adopted during the year has presentational impact only; it is therefore not necessary to adjust comparative information.

   (q)     Dividends payable 

Interim and final dividends are recognised when declared.

   3.      SEGMENTAL ANALYSIS 

The Group operates as a single asset management business.

The operating results of the companies set out in note 1 above are regularly reviewed by the Directors for the purposes of making decisions about resources to be allocated to each company and to assess performance. The following summary analyses revenues, profit or loss, assets and liabilities:

 
 
                                  Argo Capital                        Argo Capital 
                           Argo     Management     Argo Capital         Management 
                          Group       (Cyprus)       Management           Property     Year ended 
                            Ltd        Limited          Limited            Limited    31 December 
                           2018           2018             2018               2018           2018 
                        US$'000        US$'000          US$'000            US$'000        US$'000 
 
 Total revenues 
  for reportable 
  segments                    -            793            3,172              1,427          5,392 
 Intersegment 
  revenues                    -          (793)                -                  -          (793) 
 
 Total profit/(loss) 
  for reportable 
  segments                1,865          (773)          (1,726)              (602)        (1,236) 
 Intersegment 
  profit/(loss)           2,800        (1,000)          (1,800)                  -              - 
 
 Total assets 
  for reportable 
  segments               18.709          1,492            1,366              1,882         23,449 
 Total liabilities 
  for reportable 
  segments                   38             24               73                 45            180 
=====================  ========  =============  ===============  =================  ============= 
 
 
 Revenues, profit or loss, assets and liabilities      Year ended 
  may be reconciled as follows: 
                                                      31 December 
                                                             2018 
                                                          US$'000 
 Revenues 
 Total revenues for reportable segments                     5,392 
 Elimination of intersegment revenues                       (793) 
==================================================  ============= 
 Group revenues                                             4,599 
==================================================  ============= 
 
 Profit or loss 
 Total loss for reportable segments                       (1,236) 
 Other unallocated amounts                                    (-) 
==================================================  ============= 
 Loss on ordinary activities                              (1,236) 
==================================================  ============= 
 
 Assets 
 Total assets for reportable segments                      24,425 
 Elimination of intersegment receivables                    (976) 
 Group assets                                              23,449 
==================================================  ============= 
 
 Liabilities 
 Total liabilities for reportable segments                  1,156 
 Elimination of intersegment payables                       (976) 
==================================================  ============= 
 Group liabilities                                            180 
==================================================  ============= 
 
 
 
                                  Argo Capital                      Argo Capital 
                           Argo     Management     Argo Capital       Management 
                          Group       (Cyprus)       Management         Property     Year ended 
                            Ltd        Limited          Limited          Limited    31 December 
                           2017           2017             2017             2017           2017 
                        US$'000        US$'000          US$'000          US$'000        US$'000 
 
 Total revenues 
  for reportable 
  segments                    -          2,166            8,660            1,599         12,425 
 Intersegment 
  revenues                    -        (2,165)                -                -        (2,165) 
 
 Total profit/(loss) 
  for reportable 
  segments                2,269          1,276            1,482            (486)          4,541 
 Intersegment 
  profit/(loss)               -          2,165          (2,165)                -              - 
 
 Total assets 
  for reportable 
  segments               15,846          1,107            6,941            2,882         26,776 
 Total liabilities 
  for reportable 
  segments                   41             36            1,693              346          2,116 
=====================  ========  =============  ===============  ===============  ============= 
 
 
 Revenues, profit or loss, assets and liabilities      Year ended 
  may be reconciled as follows: 
                                                      31 December 
                                                             2017 
                                                          US$'000 
 Revenues 
 Total revenues for reportable segments                    12,425 
 Elimination of intersegment revenues                     (2,165) 
==================================================  ============= 
 Group revenues                                            10,260 
==================================================  ============= 
 
 Profit or loss 
 Total loss for reportable segments                         4,541 
 Other unallocated amounts                                    (-) 
==================================================  ============= 
 Profit on ordinary activities                              4,541 
==================================================  ============= 
 
 Assets 
 Total assets for reportable segments                      29,923 
 Elimination of intersegment receivables                  (3,147) 
 Group assets                                              26,776 
==================================================  ============= 
 
 Liabilities 
 Total liabilities for reportable segments                  5,263 
 Elimination of intersegment payables                     (3,147) 
==================================================  ============= 
 Group liabilities                                          2,116 
==================================================  ============= 
 
   4.      EMPLOYEE COSTS 
 
                                            Year ended      Year ended 
                                           31 December     31 December 
                                                  2018            2017 
                                               US$'000         US$'000 
 
 Wages and salaries -under employment 
  contract                                       1,977           4,505 
 Wages and salaries - under service 
  contract                                         333             564 
 Social security costs                             214             570 
 Other                                              79              89 
======================================  ==============  ============== 
                                                 2,603           5,728 
======================================  ==============  ============== 
 
   5.      KEY MANAGEMENT PERSONNEL REMUNERATION 

Included in employee costs are payments to the following:

 
                                              Year ended      Year ended 
                                             31 December     31 December 
                                                    2018            2017 
                                                 US$'000         US$'000 
 
 Directors and key management personnel            1,005           3,247 
========================================  ==============  ============== 
 

The remuneration of the Directors of the Company for the year was as follows:

 
 
                                                                              Year ended      Year ended 
                                                              Cash bonus     31 December     31 December 
                      Salaries        Fees       Benefits                           2018            2017 
                       US$'000     US$'000        US$'000        US$'000         US$'000         US$'000 
   Executive 
    Directors 
 Kyriakos 
  Rialas                   219           -              -              -             219             459 
 Andreas 
  Rialas                   206           -             11              -             217           1,707 
 
 Non-Executive 
  Directors 
 Michael 
  Kloter                     -          52              -              -              52              52 
 David Fisher                -          33              -              -              33              32 
 Ken Watterson               -          33              -              -              33              32 
---------------  -------------  ----------  -------------  -------------  --------------  -------------- 
 
   6.      OPERATING (LOSS)/PROFIT 

Operating (loss)/profit is stated after charging:

 
                                 Year ended      Year ended 
                                31 December     31 December 
                                       2018            2017 
                                    US$'000         US$'000 
 
    Auditors' remuneration               73              74 
    Depreciation                         12              26 
    Directors' fees                   1,005           3,170 
 Operating lease                        251             203 
===========================  ==============  ============== 
 
   7.      TAXATION 

Taxation rates applicable to the parent company and the Cypriot, UK, Luxembourg and Romanian subsidiaries range from 0% to 12.5% (2017: 0% to 12.5%).

Consolidated statement of profit or loss

 
                                             Year ended      Year ended 
                                            31 December     31 December 
                                                   2018            2017 
                                                US$'000         US$'000 
 
 Taxation charge for the year on Group 
  companies                                          28             194 
 Tax on profit on ordinary activities                28             194 
=======================================  ==============  ============== 
 

The tax charge for the year can be reconciled to the profit on ordinary activities before taxation shown in the consolidated statement of profit or loss as follows:

 
                                             Year ended      Year ended 
                                            31 December     31 December 
                                                   2018            2017 
                                                US$'000         US$'000 
 
 (Loss)/profit before tax                       (1,236)           4,735 
=======================================  ==============  ============== 
 
   Applicable Isle of Man tax rate for 
    Argo Group Limited of 0%                          -               - 
   Timing differences                               (2)             (1) 
   Non-deductible expenses                            6               2 
   Other adjustments                               (20)           (231) 
   Tax effect of different tax rates 
    of subsidiaries operating in 
    other jurisdictions                              44             424 
=======================================  ==============  ============== 
   Tax charge                                        28             194 
=======================================  ==============  ============== 
 

Consolidated statement of financial position

 
                                         At 31 December   At 31 December 
                                                   2018             2017 
                                                US$'000          US$'000 
 
 Corporation tax (receivable)/payable               (5)               19 
======================================  ===============  =============== 
 
   8.      EARNINGS PER SHARE 

The Company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding, adjusted for the effects of all dilutive potential ordinary shares (see note 21).

 
                                           Year ended      Year ended 
                                          31 December     31 December 
                                                 2018            2017 
                                              US$'000         US$'000 
 
 (Loss)/profit for the year after 
  taxation attributable to members            (1,236)           4,541 
=====================================  ==============  ============== 
 
                                               No. of          No. of 
                                               Shares          Shares 
 
 Weighted average number of ordinary 
  shares for basic earnings 
  per share                                47,032,878      47,307,615 
 Effect of dilution (note 21)               4,340,000       4,340,000 
=====================================  ==============  ============== 
 Weighted average number of ordinary 
  shares for diluted earnings per 
  share                                    51,372,878      51,647,615 
=====================================  ==============  ============== 
 
 
                                    Year ended      Year ended 
                                   31 December     31 December 
                                          2018            2017 
                                           US$             US$ 
 
 Earnings per share (basic)             (0.03)            0.10 
 Earnings per share (diluted)           (0.02)            0.09 
==============================  ==============  ============== 
 
   9.   LAND, FIXTURES, FITTINGS AND EQUIPMENT 
 
                                      Fixtures,        Land    Total 
                                       fittings 
                                    & equipment 
                                        US$'000     US$'000   US$'000 
 Cost 
 At 1 January 2017                          250           -       250 
 Additions                                    4         193       197 
 Disposals                                    -           -         - 
 Foreign exchange movement                   15           -        15 
================================  =============  ==========  ======== 
 At 31 December 2017                        269         193       462 
 Additions                                    8           -         8 
 Disposals                                    -           -         - 
 Foreign exchange movement                 (11)         (9)      (20) 
================================  =============  ==========  ======== 
 At 31 December 2018                        266         184       450 
================================  =============  ==========  ======== 
 
 Accumulated Depreciation 
 At 1 January 2017                          200           -       200 
 Depreciation charge for period              26           -        26 
 Disposals                                    -           -         - 
 Foreign exchange movement                    9           -         9 
================================  =============  ==========  ======== 
 At 31 December 2017                        235           -       235 
 Depreciation charge for period              12           -        12 
 Disposals                                    -           -         - 
 Foreign exchange movement                  (9)           -       (9) 
================================  =============  ==========  ======== 
 At 31 December 2018                        238           -       238 
================================  =============  ==========  ======== 
 
 Net book value 
 At 31 December 2017                         34         193       227 
================================  =============  ==========  ======== 
 At 31 December 2018                         28         184       212 
================================  =============  ==========  ======== 
 

10. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 
                                        31 December       31 December 
                                               2018              2018 
 Holding   Investment in management      Total cost        Fair value 
            shares 
                                            US$'000           US$'000 
 
   10      The Argo Fund Ltd                      -                 - 
   100     Argo Distressed Credit                 -                 - 
            Fund Ltd 
    1      Argo Special Situations                -                 - 
            Fund LP 
                                                  -                 - 
========  =========================  ==============    ============== 
 
 
  Holding     Investment in ordinary                 Total cost               Fair value 
               shares 
                                                        US$'000                  US$'000 
 
   57,309     The Argo Fund Ltd*                         15,472                   18,193 
                Argo Real Estate Opportunities 
  30,056,500     Fund Ltd                                     988                      119 
              Argo Special Situations 
    115       Fund LP                                       115                       40 
     -        Argo Distressed Credit                          -                        - 
               Fund Limited* 
                                                         16,575                   18,352 
===========  =================================  ===============  ======  =============== 
 
 
 
                                        31 December       31 December 
                                               2017              2017 
 Holding   Investment in management      Total cost        Fair value 
            shares 
                                            US$'000           US$'000 
 
   10      The Argo Fund Ltd                      -                 - 
   100     Argo Distressed Credit                 -                 - 
            Fund Ltd 
    1      Argo Special Situations                -                 - 
            Fund LP 
                                                  -                 - 
========  =========================  ==============    ============== 
 
 
  Holding     Investment in ordinary             Total cost           Fair value 
               shares 
                                                    US$'000              US$'000 
 
   31,636     The Argo Fund Ltd*                      7,159               10,644 
              Argo Real Estate Opportunities 
 10,899,021    Fund Ltd                                 988                  119 
              Argo Special Situations 
    115        Fund LLP                                 115                   32 
              Argo Distressed Credit 
   1,262       Fund Limited*                          2,000     4          4,156 
                                                     10,262               14,951 
===========  ===============================  =============  ====  ============= 
 

*Classified as current in the consolidated statement of financial position

In January 2018, the Group invested a further US$4 million in ADCF. In September 2018, the settlement from the leasing of a catalyst to an Indonesian Refinery in ADCF generated liquidity in that fund and the Group redeemed its investment of US$8.3 million in October 2018. These proceeds were immediately reinvested in TAF.

   11.     TRADE AND OTHER RECEIVABLES 
 
                                     At 31 December     At 31 December 
                                               2018               2017 
                                           US$ '000           US$ '000 
 
 Trade receivables - Gross                    9,752             14,489 
 Less: provision for impairment 
  of trade receivables                      (9,188)            (8,264) 
--------------------------------  -----------------  ----------------- 
 Trade receivables - Net                        564              6,225 
 Other receivables                              111                110 
 Prepayments and accrued income                  82                107 
================================  =================  ================= 
                                                757              6,442 
================================  =================  ================= 
 
 

The Directors consider that the carrying amount of trade and other receivables approximates their fair value. All trade receivable balances are recoverable within one year from the reporting date except as disclosed below. Since the year end the Group received US$0.6million as part settlement of these trade receivables.

The Group has provided AREOF with a notice of deferral in relation to amounts due from the provision of investment management services, under which it will not demand payment of such amounts until the Group judges that AREOF is in a position to pay the outstanding liability. These amounts accrued or receivable at 31 December 2018 total US$nil (2017: US$nil) after a bad debt provision of US$8.9 million (EUR7.8 million) (2017: US$8.2 million (EUR6.8 million)). AREOF continues to meet part of this obligation to the Argo Group as and when liquidity allows.

In November 2013 AREOF offered Argo Group Limited additional security for the continued support in the form of debentures and guarantees by underlying intermediate companies. In the Directors' view these amounts are fully recoverable although they have concluded that it would not be appropriate to continue to recognise income from these investment management services going forward, as the timing of such receipts may be outside the control of the Company and AREOF.

The movement in the Group's provision for impairment of trade and loan receivables is as follows:

 
                                        At 31 December     At 31 December 
                                                  2018               2017 
                                              US$ '000           US$ '000 
 
 As at 1 January                                10,992              8,626 
 Bad debt recovered                                  -              (577) 
 Provision charged during the year               1,350              1,687 
 Foreign exchange movement                       (539)              1,256 
 As at 31 December                              11,803             10,992 
===================================  =================  ================= 
 
   12.       LOANS AND ADVANCES RECEIVABLE 
 
                                                    At 31 December             At 31 December 
                                                              2018                       2017 
                                                           US$'000                    US$'000 
 
   Deposits on leased premises - current                        14                       - 
   Deposits on leased premises - non-current 
    (see below)                                                104               125 
   Other loans and advances receivable                           -                          - 
    - current 
   Other loans and advances receivable                           -                          - 
    - non-current 
=============================================  ===================  ========================= 
                                                               118                        125 
=============================================  ===================  ========================= 
 
 

The deposits on leased premises are retained by the lessor until vacation of the premises at the end of the lease term as follows:

 
                                       At 31 December        At 31 December 
                                                 2018                  2017 
                                              US$'000               US$'000 
    Current: 
   Lease expiring within one year                  14                     - 
=================================  ==================    ================== 
 
 
                                     At 31 December      At 31 December 
                                               2018                2017 
                                            US$'000             US$'000 
 Non-current: 
 Lease expiring in second year 
  after the reporting date                        -                  15 
 Lease expiring in fourth year                  104                   - 
  after the reporting date 
 Lease expiring in fifth year 
  after the reporting date                        -                 110 
                                                104                 125 
===============================  ==================  ================== 
 
   13.     CASH AND CASH EQUIVALENTS 

Included in cash and cash equivalents is a balance of US$23,000 (EUR20,000) (2017: US$24,000) which represents a bank guarantee in respect of credit cards issued to Argo Capital Management Property Limited. Due to the nature of this balance it is not freely available.

   14.     SHARE CAPITAL 

The Company's authorised share capital is unlimited ordinary shares with a nominal value of US$0.01.

 
                           31 December   31 December      31 December      31 December 
                                  2018          2018             2017             2017 
                                   No.       US$'000              No.          US$'000 
 Issued and fully paid 
 Ordinary shares of 
  US$0.01 each              47,032,878           470       48,032,878              470 
=======================  =============  ============  ===============  =============== 
                            47,032,878           470       47,032,878              470 
=======================  =============  ============  ===============  =============== 
 

The Directors do not recommend the payment of a final dividend for the year ended 31 December 2018 (31 December 2017: US$nil).

During 2017, the Directors authorised the repurchase of 1,065,616 shares at a total cost of USD$0.2 million.

   15.     TRADE AND OTHER PAYABLES 
 
                                 At 31 December   At 31 December 
                                           2018             2017 
                                       US$ '000         US$ '000 
 
 Trade and other payables                    15                4 
 Other creditors and accruals               165            2,093 
==============================  ===============  =============== 
                                            180            2,097 
==============================  ===============  =============== 
 

Trade and other payables are normally settled on 30-day terms.

16. OBLIGATIONS UNDER OPERATING LEASES

Operating lease payments represent rentals payable by the Group for certain of its business premises. The leases have no escalation clauses or renewal or purchase options and no restrictions imposed on them.

As at the reporting date, the Group had outstanding future minimum lease payments under non-cancellable operating leases, which fall due as follows:

 
                                   At 31 December   At 31 December 
                                             2018             2017 
                                         US$ '000         US$ '000 
 Operating lease liabilities: 
 Within one year                              223              252 
 In the second to fifth years 
  inclusive                                   414              655 
================================  ===============  =============== 
 Present value of minimum lease 
  payments                                    637              907 
================================  ===============  =============== 
 
   17.   RECONCILIATION OF NET CASH OUTLOW FROM OPERATING ACTIVITIES TO 

LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION

 
                                            Year ended      Year ended 
                                           31 December     31 December 
                                                  2018            2017 
                                              US$ '000        US$ '000 
 
 (Loss)/profit on ordinary activities 
  before taxation                              (1,236)           4,735 
 
 Interest income                                 (194)           (200) 
 Depreciation                                       12              26 
 (Decrease)/increase in payables               (1,917)             414 
 Decrease/increase in receivables                5,863         (3,188) 
 Decrease/(increase) in fair 
  value of current asset investments               600         (2,550) 
 Net foreign exchange loss                          31              31 
 Income taxes paid                                (47)           (201) 
======================================  ==============  ============== 
 Net cash inflow/(outflow) from 
  operating activities                           3,136           (933) 
======================================  ==============  ============== 
 
   18.       RELATED PARTY TRANSACTIONS 

All Group revenues derive from funds or entities in which two of the Company's directors, Andreas Rialas and Kyriakos Rialas, have an influence through directorships and the provision of investment services.

At the reporting date the Company holds investments in The Argo Fund Limited, Argo Real Estate Opportunities Fund Limited ("AREOF") and Argo Special Situations Fund LP. These investments are reflected in the consolidated financial statements at a fair value of US$18.2 million, US$0.1 million, and US$0.04 million respectively.

The Group has provided AREOF with a notice of deferral in relation to amounts due from the provision of investment management services, under which it will not demand payment of such amounts until the Group judges that AREOF is in a position to pay the outstanding liability. These amounts accrued or receivable at 31 December 2018 total US$nil (2017: US$nil) after a bad debt provision of US$8.9 million. (EUR7.8 million) (2017: US$8.2 million (EUR6.8 million)). AREOF continues to meet part of this obligation to the Argo Group as and when liquidity allows. In November 2013, AREOF offered Argo Group Limited additional security for the continued support in the form of debentures and guarantees by underlying intermediate companies. Argo Group Limited retains this additional security.

At the year end, Argo Group was owed loans repayable on demand of US$2.2 million (EUR1.9 million) (2017: US$2.0 million, EUR1.7 million) by AREOF accruing interest at 10%. The company was also owed a further amount of US$0.4 million (EUR0.4 million) (2017: US$0.7 million, EUR0.6 million) for expenses it paid on behalf of AREOF Group entities. A full provision has been made in the consolidated financial statements against this balance at the current and prior year end.

David Fisher, a non-executive director of the Company, is also a non-executive director of AREOF.

   19.     FINANCIAL INSTRUMENTS RISK MANAGEMENT 

(a) Use of financial instruments

The wider Group has maintained sufficient cash reserves not to use alternative financial instruments to finance the Group's operations. The Group has various financial assets and liabilities such as trade and other receivables, loans and advances, cash, short-term deposits, and trade and other payables which arise directly from its operations.

The Group's non-subsidiary investments in funds were entered into with the purpose of providing seed capital, supporting liquidity and demonstrating the commitment of the Group towards its fund investors.

(b) Market risk

Market risk is the risk that a decline in the value of assets adversely impacts on the profitability of the Group, either as a result of an asset not meeting its expected value or through the decline of assets under management generating lower fees. The principal exposures of the Group are in respect of its seed investments in its own funds (refer to note 10). Lower management fee and incentive fee revenues could result from a reduction in asset values.

(c) Capital risk management

The primary objective of the Group's capital management is to ensure that the Company has sufficient cash and cash equivalents on hand to finance its ongoing operations. This is achieved by ensuring that trade receivables are collected on a timely basis and that excess liquidity is invested in an optimum manner by placing fixed short-term deposits or using interest bearing bank accounts.

At the year-end cash balances were held at Royal Bank of Scotland, Bank of Cyprus and Bancpost.

(d) Credit/counterparty risk

The Group will be exposed to counterparty risk on parties with whom it trades and will bear the risk of settlement default. Credit risk is concentrated in the funds under management and in which the Group holds significant investments as detailed in notes 10, 11 and 13. As explained within these notes the Group is experiencing collection delays with regard to management fees receivable and monies advanced. Some of the investments in funds under management (note 10) are illiquid and may be subject to events materially impacting recoverable value.

The Group's principal financial assets are bank and cash balances, trade and other receivables and investments held at fair value through profit or loss. These represent the Company's maximum exposure to credit risk in relation to financial assets and are represented by the carrying amount of each financial asset in the statement of financial position.

At the reporting date, the financial net assets past due but not impaired amounted to US$nil (2017: US$nil).

   e)   Liquidity risk 

Liquidity risk is the risk that the Group may be unable to meet its payment obligations. This would be the risk of insufficient cash resources and liquid assets, including bank facilities, being available to meet liabilities as they fall due.

The main liquidity risks of the Group are associated with the need to satisfy payments to creditors. Trade payables are normally on 30-day terms (note 15).

As disclosed in note 2(a), Accounting Convention: Going Concern, the Group has performed an assessment of available liquidity to meet liabilities as they fall due during the forecast period. The Group has concluded that it has sufficient resources available to manage its liquidity risk during the forecast period.

   (f)   Foreign exchange risk 

Foreign exchange risk is the risk that the Group will sustain losses through adverse movements in currency exchange rates.

The Group is subject to short-term foreign exchange movements between the calculation date of fees in currencies other than US dollars and the date of settlement. The Group holds cash balances in US Dollars, Sterling, Romanian Lei and Euros with carrying amounts as follows: US dollar - US$2.3 million, Sterling - US$0.1 million and Euros - US$1.6 million.

If there was a 5% increase or decrease in the exchange rate between the US dollar and the other operating currencies used by the Group at 31 December 2018 the exposure would be a profit or loss to the Consolidated statement of comprehensive income of approximately US$0.1 million (2017: US$0.1 million).

(g) Interest rate risk

The interest rate profile of the Group at 31 December 2018 is as follows:

 
                                                                                              Instruments 
                                   Total as              Variable       Fixed interest           on which 
                                per balance              interest     rate instruments        no interest 
                                      sheet     rate instruments*                           is receivable 
                                   US$ '000              US$ '000             US$ '000           US$ '000 
 Financial Assets 
 Financial assets at 
  fair value 
  through profit or 
  loss                               18,352                     -                    -             18,352 
 Loans and receivables                  880                   104                    -                776 
 Cash and cash equivalents            4,005                    41                2,256              1,708 
===========================  ==============  ====================  ===================  ================= 
                                     23,237                   145                2,256             20,839 
===========================  ==============  ====================  ===================  ================= 
 
 Financial liabilities 
 Trade and other payables               180                     -                    -                180 
===========================  ==============  ====================  ===================  ================= 
 

* Changes in the interest rate may cause movements.

The average interest rate at the year end was 1.05%. Any movement in interest rates would have an immaterial effect on the profit/(loss) for the year.

The interest rate profile of the Group at 31 December 2017 is as follows:

 
                                                                                            Instruments 
                                   Total as              Variable       Fixed interest         on which 
                                per balance              interest     rate instruments      no interest 
                                      sheet     rate instruments*                         is receivable 
                                   US$ '000              US$ '000             US$ '000         US$ '000 
 Financial Assets 
 Financial assets at 
  fair value 
  through profit or 
  loss                               14,951                     -                    -           14,951 
 Loans and receivables                6,567                   125                    -            6,442 
 Cash and cash equivalents            5,031                   265                2,098            2,668 
===========================  ==============  ====================  ===================  =============== 
                                     26,549                   390                2,098           24,061 
===========================  ==============  ====================  ===================  =============== 
 
 Financial liabilities 
 Trade and other payables             2.097                     -                    -            2,097 
===========================  ==============  ====================  ===================  =============== 
 

* Changes in the interest rate may cause movements.

The average interest rate at the year end was 1.09%. Any movement in interest rates would have an immaterial effect on the profit/(loss) for the year.

(h) Fair value

The carrying values of the financial assets and liabilities approximate the fair value of the financial assets and liabilities and can be summarised as follows:

 
                                      At 31 December     At 31 December 
                                                2018               2017 
                                            US$ '000           US$ '000 
 Financial Assets 
 Financial assets at fair value 
 through profit or loss                       18,352             14,951 
 Loans and receivables                           880              6,567 
 Cash and cash equivalents                     4,005              5,031 
=================================  =================  ================= 
                                              23,237             26,549 
 ================================  =================  ================= 
 
 Financial Liabilities 
 Trade and other payables                        180              2,097 
=================================  =================  ================= 
 
 

Financial assets and liabilities, other than investments, are either repayable on demand or have short repayment dates. The fair value of investments is stated at the redemption prices quoted by fund administrators and are based on the fair value of the underlying net assets of the funds because, although the funds are quoted, there is no active market for any of the investments held.

Fair value hierarchy

The table below analyses financial instruments measured at fair value at the end of the reporting period by the level of the fair value hierarchy (note 2o).

At 31 December 2018

 
                               Level 1    Level 2    Level 3      Total 
                              US$ '000   US$ '000   US$ '000   US$ '000 
   Financial assets 
    at fair value through 
    profit or loss                   -     18,193        159     18,352 
==========================  ==========  =========  =========  ========= 
 

At 31 December 2017

 
                             Level 1    Level 2    Level 3      Total 
                            US$ '000   US$ '000   US$ '000   US$ '000 
 Financial assets 
  at fair value through 
  profit or loss                   -     14,800      151       14,951 
========================  ==========  =========  =========  ========= 
 

The following table shows a reconciliation from the opening balances to the closing balances for fair value measurements in Level 3 of the fair value hierarchy:

 
                                              Unlisted           Listed open 
                                          closed ended      ended investment 
                                            investment                  fund 
                                                  fund      Emerging markets 
                                           Real Estate                            Total 
                                              US$ '000              US$ '000   US$ '000 
 
 Balance as at 1 January 
  2018                                             119                    32        151 
 Total losses recognized 
  in profit or loss                                  -                     8          8 
 Purchases                                         -                       -          - 
 Sales                                             -                       -          - 
 Transfer to level 2                               -                       -          - 
 Balance as at 31 December 
  2018                                             119                    40        159 
===========================  =========================  ====================  ========= 
 
   20.        EVENTS AFTER THE REPORTING DATE 

The Board will make a separate announcement on 7 March 2019 regarding a return of capital to shareholders via a buyback of shares. The Board intends to use up to GBP2.5 million to acquire Ordinary Shares.

21. SHARE-BASED INCENTIVE PLANS

On 14 March 2011 the Group granted options over 5,900,000 shares to directors and employees under The Argo Group Limited Employee Stock Option Plan. The options are exercisable in at an exercise price of 24p per share within 10 years of the grant date.

The fair value of the options granted was measured at the grant date using a Black-Scholes model that takes into account the effect of certain financial assumptions, including the option exercise price, current share price and volatility, dividend yield and the risk-free interest rate. The fair value of the options granted is spread over the vesting period of the scheme and the value is adjusted to reflect the actual number of shares that are expected to vest.

The principal assumptions for valuing the options were:

 
      Exercise price (pence)                   24.0 
      Weighted average share price 
       at grant date (pence)                   17.0 
      Weighted average option life 
       at grant date (years)                   10.0 
      Expected volatility (% p.a.)             15.0 
      Dividend yield (% p.a.)                  10.0 
      Risk-free interest rate (% p.a.)         0.907 
 

The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The total charge to employee costs in respect of this incentive plan is GBPnil (2017: GBPnil).

The number and weighted average exercise price of the share options during the period is as follows:

 
                                       Weighted average   No. of share 
                                        exercise price       options 
 Outstanding at beginning of period         24.0p          4,340,000 
 Granted during the period                  24.0p              - 
 Forfeited during the period                24.0p              - 
====================================  =================  ============= 
 Outstanding at end of period               24.0p          4,340,000 
====================================  =================  ============= 
 Exercisable at end of period               24.0p          4,340,000 
====================================  =================  ============= 
 

The options outstanding at 31 December 2018 have an exercise price of 24p and a weighted average contractual life of 3 years. Outstanding share options are contingent upon the option holder remaining an employee of the Group.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR UNSBRKNAORAR

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March 07, 2019 02:00 ET (07:00 GMT)

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