25th Oct 2012 07:00
25 October 2012 |
AIM: CHL
CHURCHILL MINING PLC
("Churchill" or "the Company")
Full Year Results for the 12 Months ended 30 June 2012
Churchill Mining (AIM: CHL) reports its full year results for the 12 months ended 30 June 2012.
Chairman's Statement
Dear Shareholder,
I present Churchill Mining Plc's Full Year Report for the 12 months ended 30 June 2012.
Over the course of the last 12 months, the Company has continued to actively protect its interest in the East Kutai Coal Project ("EKCP") following the negative ruling from the Samarinda Administrative Tribunal wherein Churchill sought to overturn the East Kutai Regent's ("Bupati's") decision to revoke the EKCP licenses. Churchill's appeal of this decision to both the Administrative High Court in Jakarta and the Supreme Court of Indonesia was unsuccessful.
The Company believes that the actions of the Bupati and the subsequent Indonesian Court decisions have brought into serious question the ability of foreign companies to invest in long-term, high value projects in Indonesia.
During the year, the Company made several attempts to resolve the matter directly with the Government of Indonesia. In November 2011 and again in April 2012, the Company wrote formally to the President of the Republic of Indonesia requesting support in reaching an amicable solution. The Company did not receive any response from the President and has experienced a lack of support at all levels of the Government of Indonesia with regard to Churchill's contentions on the treatment of its investment in the EKCP.
International Arbitration against the Republic of Indonesia
Churchill filed for international arbitration against the Republic of Indonesia for breaches of Indonesia's obligations under the Bilateral Investment Treaty between the United Kingdom and the Republic of Indonesia (the "UK-Indonesia BIT").
The claim was filed on 22 May 2012 at the International Centre for Settlement of Investment Disputes ("ICSID") in Washington D.C. In the ICSID arbitration, Churchill is seeking the full relief owed to it under the provisions of the UK-Indonesia BIT and under international law. The Company looks forward to now addressing and rectifying these issues on the independent platform that international arbitration at ICSID provides.
In light of the on-going EKCP dispute and the international arbitration, further additions to the Board have been made. In May 2012, Mr John Nagulendran joined the Board as a Non-Executive Director and in September 2012 the Board also appointed Mr Nicholas Smith as Managing Director.
Both Mr Nagulendran and Mr Smith bring with them extensive experience in advising companies in the complexities of international law. Mr Nagulendran was previously a practicing lawyer at international law firm Herbet Smith LLP where he specialised in the natural resources sector. Similarly, Mr Smith has more than 30 years' experience in the international resource and resource development industry, including significant experience in project management of major international litigation and arbitration disputes.
We are very pleased to have both of them as part of the Board and their skillsets will be invaluable as the Company progresses its claims in ICSID arbitration against the Republic of Indonesia.
The ICSID arbitration has in effect become Churchill's principal activity and focus for the Company going forward, and the Board remains committed to pursuing an appropriate remedy and restoring value for its shareholders.
On behalf of the Board, I would like to thank shareholders for their continued support and we will continue to update shareholders on the progress during the course of the year.
David Quinlivan
Executive Chairman
24 October 2012
The full report and accounts for the period ended 30 June 2012 are available on the Company's website www.churchillmining.com and will be sent to shareholders.
For further information, please contact:
Churchill Mining plc Russell Hardwick Nicholas Smith + 61 8 6382 3737 | Northland Capital Partners Limited Luke Cairns/Edward Hutton +44(0)20 77968800 | Tavistock Communications Jessica Fontaine / Jos Simson +44(0)20 7920 3150 |
REVIEW OF OPERATIONS AND FINANCE
COMPANY BACKGROUND AND STRATEGY
Churchill Mining Plc ("Churchill" or "the Company") was listed on AIM in April 2005. Churchill's growth path accelerated following the discovery of a world-class thermal coal deposit at the East Kutai Coal Project ("EKCP") in the East Kutai Regency of Kalimantan, Indonesia, through an intensive and targeted exploration program.
Churchill had taken the EKCP through to feasibility in readiness for funding and the commencement of construction. The Company and its Indonesian partners, the Ridlatama Group ("Ridlatama"), were then subject to a negative ruling from the Samarinda Administrative Tribunal that confirmed the East Kutai Regent's ("Bupati's") previous decision to revoke the EKCP licenses. Churchill and Ridlatama appealed the Samarinda Administrative Tribunal's decision to the Administrative High Court in Jakarta and the Supreme Court of Indonesia but were unsuccessful in both avenues of appeal. Churchill has subsequently filed international arbitration proceedings against the Republic of Indonesia at the International Centre for Settlement of Investment Disputes ("ICSID") for breaches of Indonesia's obligations under the Bilateral Investment Treaty between the United Kingdom and the Republic of Indonesia (the "UK-Indonesia BIT").
EAST KUTAI COAL PROJECT
Churchill continues to believe the EKCP is a highly strategic asset, ideally located both in relation to core energy consuming markets, and in the context of rising demand for energy resources such as high quality thermal coal. The completion of the EKCP Feasibility Study in September 2010 confirmed the technical and economic feasibility of the project. The investment evaluation, modelled over an initial 25-year period, indicated that the project has a pre-tax net present value of US$1.8 billion, an internal rate of return of 21% and a payback period of seven years. The September 2010 Feasability Study demonstrates that the EKCP is a world-class thermal coal deposit which is ideally positioned to supply the growing energy needs from China and India, as well as Indonesia.
In January 2011, Churchill completed the purchase of the land to be used as the site of the future port facility for the shipment of coal from the EKCP. In conjunction with this purchase, Churchill received sign-off on the port site from the Indonesian Department of Transportation, thus initiating the land acquisition process in cooperation with the local community and relevant Indonesian Government departments. The location of the port facility is a key component for the direct access of exporting thermal coal to the international markets.
EKCP Licenses
On 3 March 2011, the local Samarinda Administrative Tribunal issued a decision against Churchill and its Indonesian partner Ridlatama, finding that the Bupati's attempted cancellation of the EKCP licenses did not contravene administrative regulations. The Company and Ridlatama rejected the decision of the Samarinda Administrative Tribunal and lodged an appeal to the Administrative High Court in Jakarta. On 19 August 2011, the Company was advised that this appeal had been dismissed and that the Administrative High Court had upheld the decision of the Samarinda Administrative Tribunal.
The Company and Ridlatama immediately moved to file notice of appeal to the Supreme Court of Indonesia, with a subsequent filing of Memoranda of appeal on the 26 September 2011. In April 2012, Churchill was advised that notations on the Indonesian Supreme Court's register of cases showed the Supreme Court had rejected the appeal by Churchill and Ridlatama. In June 2012, the written decisions confirming the rejections of the appeal were delivered to the Samarinda Administrative Tribunal and notified to Churchill and Ridlatama.
As noted in the Chairman's Statement, the Company has made several approaches to the Indonesian Government seeking an amicable solution. The Company has not received any support from the Indonesian Government and was left with no alternative than to commence international arbitration proceedings at ICSID against the Republic of Indonesia pursuant to the UK-Indonesia BIT.
Due to the actions of the Bupati, and the negative decisions by the Indonesian Courts, the activities at the EKCP site were suspended. This has resulted in a loss of local employment and community development projects. While the East Kutai population has continued to strongly support Churchill's endeavors to maintain and develop the EKCP, the actions of the Indonesian Government have had a negative economic impact on the economy of East Kutai and East Kalimantan. Churchill has had to reduce its corporate and administration overheads within Indonesia, which is in line with turning its focus to the international arbitration proceedings at ICSID.
FILING OF INTERNATIONAL ARBITRATION CLAIM
On 22 May 2012, Churchill filed its Request for Arbitration at ICSID against the Republic of Indonesia for breaches of Indonesia's obligations under the UK-Indonesia BIT. In the ICSID arbitration, Churchill is seeking the full relief owed to it under the provisions of the UK-Indonesia BIT and under international law.
On 22 June 2012, ICSID notified the parties that Churchill's Request for Arbitration had been registered at ICSID. The Company is now focused on the ICSID arbitration and will be pursuing an appropriate remedy and restoring value for its shareholders.
The Company has also moved to strengthen its management team to assist with the ICSID arbitration, with Mr John Nagulendran and Mr Nicholas Smith joining the Board of the Company. Both appointees bring extensive experience in international law, international arbitration and litigation project management to the Company.
During October 2012 the constitution of the arbitral panel was finalised at ICSID that will hear Churchill's international arbitration claim against the Republic of Indonesia. Now that the ICSID arbitral panel is formally constituted, the next phase of the international arbitration, namely the investigation and determination of the merits of Churchill's claim will proceed.
Churchill's 100% owned Australian subsidiary Planet Mining Pty Ltd "Planet" (which via its 5% shareholding in PT Indonesia Coal Development held an interest in the East Kutai Coal Project), has through its attorneys recently written to His Excellency the President of Indonesia stating that the expropriation of its interest in the East Kutai Coal Project breached Planet's rights under the Australia-Indonesia Bilateral Investment Treaty. In the absence of there being an amicable resolution to this Planet/Republic of Indonesia dispute, Planet will file its own Request for Arbitration before ICSID pursuant to the Australia-Indonesia Bilateral Investment Treaty.
RIDLATAMA GROUP
In July 2011, the Company's Indonesian subsidiary PT Indonesia Coal Development ("ICD") delivered a notice of dispute to its Indonesian minority partner, Ridlatama, as well as several individuals related to Ridlatama, with regards to the EKCP. ICD subsequently commenced arbitration proceedings in Singapore under the rules of the International Chamber of Commerce, against other members of Ridlatama who are parties to the investor's agreements, for their alleged breaches of the said agreements. A hearing has been held on jurisdictional objections with the tribunal issuing its interim award finding in favour of ICD and dismissing Ridlatama's preliminary jurisdiction challenge.
ICD has also filed an unlawful act claim against Mr Andreas Rinaldi, one of the controllers of Ridlatama in the Tangerang District Court in Jakarta. Both ICD (the Claimant) and Mr Rinaldi (the Defendant) were in agreement that the parties before the Court were incomplete. ICD asked the Court to dismiss the claim on that basis. The District Court decided to dismiss ICD's claim against Rinaldi in its entirety on the grounds that ICD did not submit any evidence to support its claim, and not that the parties were incomplete. ICD unsuccessfully appealed the District Court's decision to the High Court in Jakarta and has submitted a further appeal to the Supreme Court of the Republic of Indonesia, the decision of which is pending.
During September 2011, the Company filed an application seeking a court order for a shareholders meeting to be called for PT Ridlatama Tambang Mineral (75% indirect subsidiary) to replace the existing Director/Commissioners with members of the Churchill Board. The Company was advised on 13 March 2012 that the application was unsuccessful. Churchill has appealed that decision to the Supreme Court of the Republic of Indonesia, the decision of which is pending. The Company is also currently considering its alternatives in relation to this matter.
In November 2011, ICD received notices that members of Ridlatama had filed two unlawful act claims in the South Jakarta District Court seeking orders that ICD's 75% interest in PT Ridlatama Tambang Mineral and PT Trade Powerindo be declared null and void. These court proceedings remain on foot. ICD considers the Ridlatama claim to have no commercial or legal merit and will continue to take whatever action it deems necessary to fully protect its legal rights in this matter.
OTHER ASSETS
In addition to the EKCP, Churchill continued to maintain its 20% direct interest in the original South Woodie Woodie Manganese Project in Western Australia, with the balance held by ASX listed Spitfire Resources Limited (ASX: SPI). During the year the Group's direct shareholding in Spitfire Resources Limited was diluted from 18.44% to 15.99% by additional equity issues by Spitfire in which the Group did not participate.
OUTLOOK
The cash position at 30 June 2012 of $12.0 million is healthy and allows a solid base to continue Churchill's international arbitration claim over the coming year.
CORPORATE
FINANCIAL SUMMARY
Results of Operations
The Group incurred a loss for the year of US$10,443,956 compared to a loss of US$38,278,947 for the previous year. The 2011 result included an impairment of the value of the EKCP of US$27,897,416. The basic loss per ordinary share for the year was 8.61c compared with the loss per share of 38.57c for the previous year.
Significant expenditure items during the period include:
·; Legal and professional fees of US$2.64 million (2011: US$3.32 million) which includes significant costs incurred to protect the EKCP licenses and then the subsequent filing of its claim in international arbitration against the Republic of Indonesia;
·; Consulting, directors and professional fees of US$2.18 million (2011: US$2.55 million);
·; Exploration and evaluation expenditure of US$1.46 million (2011: US$27.89 million); and
·; Public relations and media outreach programs US$1.26 million (2011: US$0.030 million);
The balance of operating expenditure is in line with the Company's current status including consulting and management resources allocated to the EKCP legal proceedings and filing of international arbitration.
During May/June 2012 a number of staff within the EKCP and Jakarta office were made redundant due to the negative result of the Supreme Court decision in relation to the appeal against the revocation of the EKCP licenses.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2012
2012 | 2011 | ||
Note | $'000 | $'000 | |
Other operating income | 20 | - | |
Other administrative expenses | (8,888) | (9,167) | |
Impairment of exploration assets | 12 | (1,460) | (27,897) |
Impairment of related party receivables | 10 | - | (1,196) |
Total administrative expenses | 3 | (10,348) | (38,260) |
Loss from operations | (10,328) | (38,260) | |
Finance income - interest received | 2 | 34 | 34 |
Finance income - foreign exchange gains | 2 | 343 | 165 |
Total finance income | 377 | 199 | |
Finance expense - interest | 3 | - | - |
Finance expense - foreign exchange losses | 3 | (493) | (454) |
Total finance expense | (493) | (454) | |
Fair value gain/(loss) on investment in associate | - | 772 | |
Deemed loss on disposal of associate | 8 | - | (54) |
Share of operating loss of associate | 8 | - | (482) |
Loss before taxation | (10,444) | (38,279) | |
Tax expense | 5 | - | - |
Loss for the year attributable to equity shareholders of the parent | (10,444) | (38,279) | |
Other comprehensive income: | |||
Net gain/(loss) on revaluation of financial assets | (2,254) | 1,721 | |
Foreign exchange differences on translating foreign operations | (295) | 630 | |
Income tax relating to components of other comprehensive income | - | - | |
Other comprehensive income for the year | (2,549) | 2,351 | |
Total comprehensive loss for the year attributable to equity shareholders of the parent | (12,993) | (35,928) | |
Loss for the year attributable to: | |||
Owners of the parent | (10,444) | (38,279) | |
Non-controlling interest | - | - | |
(10,444) | (38,279) | ||
Total comprehensive loss for the year attributable to: | |||
Owners of the parent | (12,993) | (35,928) | |
Non-controlling interest | - | - | |
(12,993) | (35,928) | ||
Loss per share attributable to owners of the parent: | |||
Basic and diluted loss per share (cents) | 6 | (8.61c) | (38.57c) |
The accompanying notes form part of these financial statements.
STATEMENTS OF FINANCIAL POSITION
As at 30 June 2012
Company number 5275606 | Consolidated | Company | |||
Note | 2012 | 2011 | 2012 | 2011 | |
$'000 | $'000 | $'000 | $'000 | ||
ASSETS | |||||
Current assets | |||||
Cash and cash equivalents | 12,000 | 22,385 | 11,517 | 22,062 | |
Other receivables | 10 | 3,604 | 3,822 | 160 | 127 |
Total current assets | 15,604 | 26,207 | 11,677 | 22,189 | |
Non-current assets | |||||
Property, plant and equipment | 11 | 1,842 | 1,953 | 44 | 48 |
Intangible assets | 12 | 251 | 262 | - | - |
Other financial assets | 8 | 2,006 | 4,370 | - | - |
Investment in subsidiaries | 13 | - | - | 2,205 | 2,786 |
Total non-current assets | 4,099 | 6,585 | 2,249 | 2,834 | |
TOTAL ASSETS | 19,703 | 32,792 | 13,926 | 25,023 | |
LIABILITIES | |||||
Current Liabilities | |||||
Trade and other payables | 14 | 1,207 | 1,628 | 419 | 732 |
Loans and borrowings | 15 | 3,134 | 3,456 | - | - |
Total current liabilities | 4,341 | 5,084 | 419 | 732 | |
Non-current liabilities | |||||
Provisions | 16 | 73 | 66 | - | - |
Total non-current liabilities | 73 | 66 | - | - | |
TOTAL LIABILITIES | 4,414 | 5,150 | 419 | 732 | |
NET ASSETS | 15,289 | 27,642 | 13,507 | 24,291 | |
CAPITAL AND RESERVES ATTRIBUTABLE TO OWNERS OF THE COMPANY | |||||
Share capital | 18 | 2,220 | 2,195 | 2,220 | 2,195 |
Share premium | 18 | 77,537 | 77,257 | 77,537 | 77,257 |
Available for sale reserve | (533) | 1,721 | - | - | |
Merger reserve | 18 | 6,828 | 6,828 | 6,828 | 6,828 |
Other reserves | 18 | 3,425 | 3,448 | 3,435 | 3,163 |
Retained deficit | (75,292) | (64,911) | (76,513) | (65,152) | |
TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT | 14,185 | 26,538 | 13,507 | 24,291 | |
Non-controlling interest | 1,104 | 1,104 | - | - | |
TOTAL EQUITY | 15,289 | 27,642 | 13,507 | 24,291 |
The accompanying notes form part of these financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 24 October 2012 and were signed on its behalf by:
David Quinlivan
Director
STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2012
Other Reserves | ||||||||||
Consolidated | Share Capital | Share premium reserve | Merger reserve | Retained deficit | Foreign exchange | Equity settled share options | Available for sale | Total Equity attributable to equity holders of Company | Non-controlling Interest | Total Equity |
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |
Changes in equity for year to 30 June 2011 | ||||||||||
Balance at 1 July 2010 | 1,797 | 62,982 | 6,828 | (26,632) | (345) | 3,163 | - | 47,793 | 1,104 | 48,897 |
Loss for the period | - | - | - | (38,279) | - | - | - | (38,279) | - | (38,279) |
Other comprehensive income | - | - | - | - | 630 | - | 1,721 | 2,351 | - | 2,351 |
Issue of shares | 398 | 14,275 | - | - | - | - | - | 14,673 | - | 14,673 |
Balance at 30 June 2011 | 2,195 | 77,257 | 6,828 | (64,911) | 285 | 3,163 | 1,721 | 26,538 | 1,104 | 27,642 |
Changes in equity for year to 30 June 2012 | ||||||||||
Balance at start of the year | 2,195 | 77,257 | 6,828 | (64,911) | 285 | 3,163 | 1,721 | 26,538 | 1,104 | 27,642 |
Loss for the period | - | - | - | (10,444) | - | - | - | (10,444) | - | (10,444) |
Total comprehensive loss for the year | - | - | - | (295) | - | (2,254) | (2,549) | - | (2,549) | |
Expiry of share options | - | - | - | 63 | - | (63) | - | - | - | - |
Recognition of share based payments | - | - | - | - | - | 335 | - | 335 | - | 335 |
Issue of shares | 25 | 280 | - | - | - | - | - | 305 | - | 305 |
Balance at 30 June 2012 | 2,220 | 77,537 | 6,828 | (75,292) | (10) | 3,435 | (533) | 14,185 | 1,104 | 15,289 |
The accompanying notes form part of these financial statements.
Company | Share Capital | Share premium reserve | Merger reserve | Retained deficit | Equity settled share options reserve | Total Equity |
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |
Changes in equity for year to 30 June 2011 | ||||||
Balance at start of the year | 1,797 | 62,982 | 6,828 | (14,066) | 3,163 | 60,704 |
Total comprehensive loss for the year | - | - | - | (51,086) | - | (51,086) |
Issue of shares | 398 | 14,275 | - | - | - | 14,673 |
Balance at 30 June 2011 | 2,195 | 77,257 | 6,828 | (65,152) | 3,163 | 24,291 |
Changes in equity for year to 30 June 2012 | ||||||
Balance at start of the year | 2,195 | 77,257 | 6,828 | (65,152) | 3,163 | 24,291 |
Total comprehensive loss for the year | - | - | - | (11,424) | - | (11,424) |
Issue of shares | 25 | 280 | - | - | - | 305 |
Expiry of share options | - | - | - | 63 | (63) | - |
Recognition of share based payments | - | - | - | - | 335 | 335 |
Balance at 30 June 2012 | 2,220 | 77,537 | 6,828 | (76,513) | 3,435 | 13,507 |
The accompanying notes form part of these financial statements.
STATEMENT OF CASH FLOWS
For the year ended 30 June 2012
Consolidated | Company | ||||
Note | 2012 | 2011 | 2012 | 2011 | |
$'000 | $'000 | $'000 | $'000 | ||
Cash flows from operating activities | 20 | (8,965) | (8,440) | (4,570) | (3,209) |
Interest paid | - | (3) | - | - | |
Net cash from operating activities | (8,965) | (8,443) | (4,570) | (3,209) | |
Cash flows used in investing activities | |||||
Finance income | 34 | 34 | 29 | 21 | |
Payments for exploration and evaluation assets | (1,464) | (5,520) | - | - | |
Receipts from sale of property, plant and equipment | 36 | - | - | - | |
Acquisition of property, plant and equipment | (8) | (1,806) | (8) | (2) | |
Advances to subsidiaries | - | - | (6,043) | (10,795) | |
Cash flows used in investing activities | (1,402) | (7,292) | (6,022) | (10,776) | |
Cash flows from financing activities | |||||
Proceeds from issue of share capital | 305 | 14,671 | 305 | 14,671 | |
Cash flows from financing activities | 305 | 14,671 | 305 | 14,671 | |
Net (decrease) / increase in cash and cash equivalents | (10,062) | (1,064) | (10,287) | 686 | |
Cash and cash equivalents at beginning of year | 22,385 | 22,879 | 22,061 | 21,595 | |
Effect of foreign exchange rate differences | (323) | 570 | (257) | (219) | |
Cash and cash equivalents at the end of year | 12,000 | 22,385 | 11,517 | 22,062 |
The accompanying notes form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2012
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users; that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.
BASIS OF PREPARATION
The Group financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards IFRS's and IFRIC interpretations, issued by the International Accounting Standards Board (ISAB) as endorsed for use in the EU ("Endorsed IFRSs") and those parts of the Companies Act 2006 that are applicable to companies that prepare their financial statements under IFRS.
The financial information for the years ended 30 June 2012 does not constitute statutory accounts as defined by section 435 of the Companies Act 2006 but is extracted from the audited accounts for those years. The 30 June 2012 accounts will be delivered to Companies House within the statutory filing deadline. The auditors have reported on those accounts; their report was unqualified and did not contain statements under Section 498 (2) of (3) of the Companies Act 2006.
CHANGES IN ACCOUNTING POLICIES
New standards and interpretations applied
The IASB has issued the following new standards, amendments to published standards and interpretations to existing standards with effective dates prior to 1 July 2011 which have been adopted by the Group for the first time this year and which have not had a material effect:
Effective period | |||
commencing on or after | Impact on Group | ||
IAS 24 | Revised - Related Party Disclosures | 1 January 2011 | Yes |
IFRIC 14 | Amendment - IAS 19 Limit on a Defined Benefit Asset | 1 January 2011 | No |
Improvements to IFRS's | 1 January 2011 | Yes | |
IFRS 7 | Transfer of Financial Assets | 1 July 2011 | No |
IFRS 1* | Amendment - Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters | 1 July 2011 | No |
New standards and interpretations not yet effective
Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the Group's accounting periods beginning after 1 July 2012 or later periods and which the Group has decided not to adopt early. These are:
Effective period commencing on or after | ||
IAS 12* | Amendment - Deferred Tax: Recovery of Underlying Assets | 1 January 2012 |
IAS 1 | Amendment - Presentation of Items of Other Comprehensive Income | 1 July 2012 |
IFRS 10* | Consolidated Financial Statements | 1 January 2013 |
IFRS 11* | Joint Arrangements | 1 January 2013 |
IFRS 12* | Disclosure of Interests in Other Entities | 1 January 2013 |
IFRS 13* | Fair Value Measurement | 1 January 2013 |
IAS 27* | Amendment - Separate Financial Statements | 1 January 2013 |
IAS 28* | Amendment - Investments in Associates and Joint Ventures | 1 January 2013 |
IAS 19 | Amendment - Employee Benefits | 1 January 2013 |
IFRS 7* | Amendment - Offsetting financial assets and liabilities | 1 January 2013 |
IFRS 1 * | Amendment - Government loans | 1 January 2013 |
IFRS 10* IFRS 11* IFRS 12* | Amendment - Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance | 1 January 2013 |
Annual improvements to IFRS's (2009-2011 Cycle) | 1 January 2013 | |
IAS 32* | Offsetting Financial Assets and Financial Liabilities | 1 January 2014 |
IFRS 9* | Financial Instruments | 1 January 2015 |
[* Not yet adopted by the European Union.]
SIGNIFICANT ACCOUNTING POLICIES
Finance income
Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.
Basis of consolidation
Where the Company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.
The financial statements of subsidiaries are included in the Group's financial statements from the date that control commences until the date that control ceases.
Non-controlling interests are presented in the statement of financial position within equity, separately from equity attributable to the equity shareholders of the Company and in respect of the statement of comprehensive income are presented on the face as an allocation of the total profit or loss and other comprehensive income for the year between non-controlling interests and the equity shareholders of the Company.
Business combinations
The consolidated financial statements incorporate the results of the business combinations using the acquisition method of accounting.
In the consolidated statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained.
Associates
Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate. Associates are initially recognised in the consolidated statement of financial position at cost. The Group's share of post-acquisition profits and losses is recognised in the consolidated statement of comprehensive income, except that losses in excess of the Group's investment in the associate are not recognised unless there is an obligation to make good those losses.
Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated investors' interests in the associate. The investor's share in the associate's profits and losses resulting from these transactions is eliminated against the carrying value of the associate.
Any premium paid for an associate above the fair value of the Group's share of the identifiable assets, liabilities and contingent liabilities acquired is capitalised and included in the carrying amount of the associate. The carrying amount of investment in an associate is subject to impairment.Where there is objective evidence that the investment in an associate has been impaired the carrying amount of the investment is tested for impairment in the same way as other non-financial assets.
Jointly controlled assets
Jointly controlled assets are arrangements in which the Group holds an interest on a long term basis which are jointly controlled by the Group and one or more ventures' under a contractual arrangement. The Group's exploration, development and production activities are sometimes conducted jointly with other companies in this way. Since these arrangements do not constitute entities in their own right, the consolidated financial statements reflect the relevant proportion of costs, revenues, assets and liabilities applicable to the Group's interests.
Foreign currency
Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in which they operate (the "functional currency") are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in the statement of comprehensive income.
The consolidated financial information is presented in US dollars ($), which is the functional and presentation currency of the Company. On consolidation, the results of overseas operations are translated into US$ at rates approximating to those when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised directly in the statement of changes in equity (the "foreign exchange reserve"). Exchange differences recognised in the statement of comprehensive income of group entities' separate financial statements on the translation of long-term monetary items forming part of the Group's net investment in the overseas operation concerned are reclassified to the foreign exchange reserve if the item is denominated in the functional currency of the Company or the overseas operation concerned. On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are transferred to the consolidated statement of comprehensive income as part of the profit or loss on disposal.
Financial instruments
Financial assets and financial liabilities are recognised when the Group and Company become party to the contractual provisions of the instrument. Financial assets are de-recognised when the contractual right to the cash flow expires or when substantially all the risks and rewards of ownership are transferred. Financial liabilities are de-recognised when the obligations specified in the contract are either discharged or cancelled.
Financial assets
The Group and Company classify their financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Group's and Company's accounting policy for each category is as follows:
(i) Available-for-sale
Financial assets designated as available for sale are initially recognised at fair value, being the consideration given including, where appropriate, acquisition costs associated with the investment. The Group's investments in quoted shares are designated as 'available-for-sale' financial assets and are included in non-current assets. Such investments are subsequently carried at fair value, with any gains or losses arising from changes in fair value being recognised in equity. Financial assets are derecognised when the rights to receive cashflows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Fair value is based on market value at the balance sheet date.
The Group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of a financial asset classified as available-for-sale, a significant or prolonged decline in the fair value of the financial asset below its cost is considered as an indicator that the financial asset is impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in the income statement - is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on financial assets which are equity instruments are not reversed through the income statement.
(ii) Loans and receivables
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They incorporate various types of contractual monetary assets, such as advances made to affiliated entities which give rise to other receivables and cash and cash equivalents includes cash in hand and deposits held at call with banks. Other receivables are carried at cost less any provision for impairment. Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty) that the Group will be unable to collect all of the amounts due under the terms of the receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable.
Financial liabilities
The Group's financial liabilities consist of trade payables, other short-term monetary liabilities, and long term liabilities which are initially stated at fair value and subsequently at their amortised cost.
Provisions
Provisions are recognised for liabilities of uncertain timing or amount that have arisen as a result of past transactions and are discounted at a pre-tax rate reflecting current market assessments of the time value of money and the risks specific to the liability.
Fair value measurement hierarchy
IFRS 7 requires certain disclosures which require the classification of financial assets and financial liabilities measured at fair value using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurement. The fair value hierarchy has the following levels:
(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
(b) 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) (Level 2); and
(c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
The level in the fair value hierarchy within which the financial asset or financial liability is categorised is determined on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the three levels.
Share-based payments
Where share options are awarded to Directors and employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income immediately or over the vesting period if applicable. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where equity instruments are granted to persons other than employees, the statement of comprehensive income is charged with the fair value of goods and services received or where this is not possible at the fair value of the equity instruments granted. Fair value is measured by use of an option pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
When the Company grants options over its shares to employees of subsidiaries, the fair value at grant date is recognised as an increase in the investment in subsidiaries, with a corresponding increase in equity over the vesting period of the grant.
Exploration, evaluation and development expenditure
In line with IFRS 6 'Exploration for and Evaluation of Mineral Resources', exploration and evaluation expenditure can be capitalised as an intangible asset in respect of each area of interest. This expenditure includes:
·; Acquisition of rights to explore;
·; Topographical, geological, geochemical and geophysical studies;
·; Exploratory drilling;
·; Trenching;
·; Sampling; and
·; Activities in relation to evaluating the technical feasibility and commercial viability of extracting a mineral resource.
Capitalisation of exploration and evaluation expenditure commences on the acquisition of a right to explore a specific area or evaluate a mineral resource, either by means of the acquisition of an exploration licence or an option to a mineral right and ceases either on the acquisition of a mining lease or mineral production right in respect of that specific area or mineral resource or the making of a decision by management of the Group as to the technical feasibility or economic viability of conducting mining operations in that specific area or extracting the mineral resource being evaluated.
Where management of the Group decide that it is not technically feasible or economically viable to conduct mining operations in a specific area or to extract the mineral resource being evaluated, then capitalised exploration and evaluation expenditure attributable to the exploration and evaluation of that specific area or mineral resource, as the case may be, capitalised up to the date of making such a decision, is written off and any further exploration and evaluation expenditure incurred in respect thereof is charged to profit or loss as and when incurred. Management reviews the levels of capitalised exploration and evaluation expenditure for each area of interest on a regular basis and where deemed appropriate either continues to carry forward costs or impair expenditure based on management estimates of recoverable values for each area of interest.
Assets used exclusively in activities in respect of the exploration for and evaluation of mineral resources are classified as property, plant and equipment. Depreciation charges reflecting the consumption of these assets in carrying out such activities are included in exploration and evaluation expenditure.
On 3 March 2011 the Company announced that it had received a negative ruling from the Samarinda Administrative Tribunal in relation to the licenses that make up the East Kutai Coal Project ("the EKCP").
The Company and Ridlatama rejected the conclusions of the Tribunal and lodged appeals to the Administrative High Court in Jakarta and Supreme Court of Indonesia which were both unsuccessful.
In accordance with International Financial Reporting Standards the Directors have impaired the full carrying amount of EKCP within intangible assets at 30 June 2011 and have subsequently impaired any further exploration and evaluation expenditure.
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs and the estimated present value of any future costs of dismantling and removing items if applicable. The corresponding liability is recognised within provisions. Depreciation is provided on all items of property and equipment to write off the carrying value of items over their expected useful economic lives as follows:
Freehold land | - not depreciated |
Leasehold improvements | - 5 years |
Furniture and fixtures | - 3 years |
Office equipment | - 3 years |
Motor vehicles | - 8 years |
Taxation
Tax on the profit or loss from ordinary activities includes current and deferred tax.
Current tax is based on the profit or loss adjusted for items that are non-assessable or disallowed and is calculated using tax rates that have been enacted or substantively enacted by the reporting date.
Tax is charged or credited to statement of comprehensive income, except when the tax relates to items credited or charged directly to equity, in which case the tax is also dealt with in equity.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs to its tax base, except for differences arising on:
·; The initial recognition of goodwill;
·; The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and
·; Investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/ (assets) are settled/ (recovered).
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
·; The same taxable Group Company; or
·; Different Group entities which intend either to settle current tax assets and liabilities on a net basis or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.
Tax consolidation
The Company and its 100% Australian controlled entities have formed a tax consolidation Group. Members of the tax consolidated Group intend to enter into a tax sharing arrangement which will allow for the allocation of income tax expense to the wholly controlled entities on a pro rata basis. The arrangement will provide for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. The head entity of the tax consolidated Group is Churchill Mining Plc.
Leased assets
Where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the Group (a "finance lease"), the asset is treated as if it had been purchased outright. The amount initially recognised as an asset is the lower of the fair value of the leased property and the present value of the minimum lease payments payable over the term of the lease. The corresponding lease commitment is shown as a liability.
Lease payments are analysed between capital and interest. The interest element is charged to the consolidated statement of comprehensive income over the period of the lease and is calculated so that it represents a constant proportion of the lease liability. The capital element reduces the balance owed to the lessor.
Where substantially all of the risks and rewards incidental to ownership are not transferred to the Group (an "operating lease"), the total rentals payable under the lease are charged to the consolidated statement of comprehensive income on a straight-line basis over the lease term. The aggregate benefit of lease incentives is recognised as a reduction of the rental expense over the lease term on a straight-line basis. The land and buildings elements of property leases are considered separately for the purposes of lease classification.
Impairment of non-financial assets
Impairment tests on intangible assets and tangible assets with indefinite useful economic lives are undertaken annually on 30 June. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash-generating unit (i.e. the lowest level group of assets in which the asset belongs for which there are separately identifiable cash flows).
Impairment charges are included within total administration expenses in the statement of comprehensive income, except to the extent that they reverse gains previously recognised in the statement of changes in equity.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is the Managing Director, under his delegated board authority, is responsible for allocating resources and assessing performance of the operating segments.
Investments
In its separate financial statements, the Company recognises its investments in subsidiaries at cost inclusive of share based payments less any provision for impairment.
Cash and cash equivalents
Cash comprises bank and cash deposits at variable interest rates. Any interest earned is accrued monthly and classified as interest income. Cash equivalents comprise short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Employee benefits
Provision is made for the Company's liability for employee benefits arising from services rendered by employees. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present value of the estimated future cash flows to be made for those benefits.
Key sources of estimation uncertainty
The Group makes estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
·; Exploration and evaluation costs are capitalised as intangible assets and are assessed for impairment when circumstances suggest that the carrying amount may exceed the recoverable value thereof. This assessment involves judgement as to the likely future commerciality of the asset and when such commerciality should be determined as well as future revenues and costs pertaining to the utilisation of the mining lease or mineral production rights to which such capitalised costs relate and the discount rate to be applied to such future revenues and costs in order to determine a recoverable value. Refer to the policy for Exploration, evaluation and development expenditure;
·; While conducting an impairment review of its assets, the Group exercises judgement in making assumptions about future commodity prices, mineral reserves/resources and future development and production costs. By their nature, impairment reviews include significant estimates regarding future financial resources and commercial and technical feasibility to enable the successful realisation of the exploration expenditure. Changes in the estimates used can result in significant charges to the statement of comprehensive income; and
·; Employee, corporate advisory and consulting services received, and the corresponding increase in equity, are measured by reference to the fair value of the equity instruments at the date of grant, excluding the impact of any non market vesting conditions. The fair value of share options is estimated by using an option pricing model, on the date of grant based on certain assumptions. Those assumptions are described in the Notes to the accounts and include, among others, the dividend growth rate, expected volatility, expected life of the options and number of options expected to vest. More details including carrying values are disclosed in the Notes to the accounts.
NOTE 2: FINANCE INCOME
Consolidated | ||
2012 | 2011 | |
$'000 | $'000 | |
Finance income - foreign exchange gains | 343 | 165 |
Finance income - Bank interest | 34 | 34 |
Total finance income | 377 | 199 |
NOTE 3: LOSS FROM OPERATIONS
Consolidated | ||
2012 | 2011 | |
$'000 | $'000 | |
Loss before tax includes the following expense items: | ||
Administrative expenses | ||
Consulting & professional fees | 2,176 | 2,550 |
Legal fees | 2,644 | 3,287 |
VAT costs unrecovered | 215 | 482 |
Depreciation & amortisation | 102 | 88 |
Employee salaries and benefits | 1,124 | 1,161 |
Operating lease expense | 246 | 220 |
Travel expenses | 269 | 470 |
Public relations consultancy | 1,262 | 30 |
Other administrative costs | 515 | 879 |
Impairment of exploration and evaluation assets | 1,460 | 27,897 |
Impairment of related party receivables | - | 1,196 |
Equity settled share based payment expense | 335 | - |
10,348 | 38,260 | |
Finance expenses | ||
Bank interest | - | - |
Foreign exchange losses | 493 | 454 |
Total administrative and finance expenses | 10,841 | 38,714 |
During the year the following fees were paid or payable for services provided by the Auditors of the parent entity and subsidiaries: | ||
Fees payable to the Company's Auditor for the audit of the Company's annual accounts | 53 | 48 |
Other services - interim review | 16 | 14 |
Fees payable for the audit of the subsidiaries | 25 | 26 |
Total | 94 | 88 |
NOTE 4: SALARIES
Consolidated | |||
2012 | 2011 | ||
Note | $'000 | $'000 | |
Staff costs (including Directors' fees) comprise: | |||
Employee salaries and benefits | 939 | 1,004 | |
Superannuation/pension costs | 25 | 19 | |
Directors' fees and benefits | 160 | 138 | |
Share-based payments | 19 | 335 | - |
1,459 |
1,161 | ||
Number | |||
Average number of employees (including Directors) | 55 | 73 | |
2012 | 2011 | ||
Directors' remuneration and Other Key Management disclosures | $'000 | $'000 | |
Directors' short term benefits | |||
Directors' fees and benefits | 160 | 138 | |
Consultancy fees | 831 | 994 | |
Sub-Total | 991 | 1,132 | |
Directors' long term benefits | |||
Share based payments (options) | 288 | - | |
Total Director Remuneration | 1,279 | 1,132 | |
Other Key management short term benefits | |||
Consultancy fees | 609 | 260 | |
Key management salaries | 568 | 669 | |
Sub-Total | 1,177 | 929 | |
Key management long term benefits | |||
Share based payments (options) | 46 | - | |
Total Other Key Management Remuneration | 1,223 | 929 | |
Total Director and Key Management Remuneration | 2,502 | 2,061 | |
The amounts set out above include emoluments for the highest paid Director as follows: | |||
Short term benefits | 684 | 514 | |
Long term benefits (share based payments) | 58 | - | |
Total | 742 | 514 |
Key management consists of the Board of Directors, the Company Secretary, the Chief Financial Officer and the Community Development Manager.
The Company provides Directors' & Officers' liability insurance at a cost of $40,278 (2011: $26,820). This cost is not included in the above table.
NOTE 5: TAXATION ON LOSS FOR THE YEAR
| Consolidated | |
2012 $'000 | 2011 $'000 | |
Major components of income tax expense for the years ended 30 June 2012 and 2011 are: | ||
Current tax expense | - | - |
Deferred tax expense | - | - |
Total Tax expense | - | - |
A reconciliation of income tax expense applicable to accounting loss before income tax at the statutory income tax rate to income tax expense at the Company's effective income tax rate for the years ended 30 June 2012 and 2011 is as follows: | ||
Accounting loss before income tax | (10,444) | (38,279) |
At the statutory income tax rate of 30% | (3,133) | (11,484) |
Effects of: | ||
Non-deductible expenses | 1,354 | 9,380 |
Temporary differences and tax losses not brought to account as a deferred tax asset | 1,574 | 1,822 |
Less: | ||
Tax rate differential | 205 | 282 |
Income tax expense | - | - |
Effective income tax rate of 0% | 0% | 0% |
No amounts of deferred tax assets or liabilities have been charged/(credited) to the consolidated statement of comprehensive income or reserves. The deductible temporary differences and domestic tax losses being $18,897,000 (2011: $14,440,000) do not expire under current tax legislation. Indonesian tax losses expire after five years. Deferred tax assets have not been recognised in respect of these items because at this point in the Group's development it is not probable that future taxable profits will be available against which the Group can utilise the benefits of tax losses. The Group has not offset deferred tax assets across different jurisdictions.
Foreign tax losses in relation to the Indonesian subsidiary PT Indonesia Coal Development expire as follows:
Financial Year | Expire (year) | $'000 |
2007/2008 | 2013 | 2,421 |
2008/2009 | 2014 | 1,315 |
2009/2010 | 2015 | 2,798 |
2010/2011 | 2016 | 4,351 |
2011/2012* | 2017 | 3,680 |
*Estimate based on the actual loss for 2011/2012
NOTE 6: LOSS PER SHARE
Consolidated | ||
2012 | 2011 | |
$'000 | $'000 | |
Loss attributable to owners of the parent company | (10,444) | (38,279) |
Number | Number | |
Weighted average number of shares used in the calculation of basic and diluted loss per share | 121,332,423 | 99,225,074 |
Cents | Cents | |
Total loss per share | ||
Basic loss per share | (8.61c) | (38.57c) |
Loss per share | ||
Basic and diluted loss per share | (8.61c) | (38.57c) |
The effect of all potential ordinary shares arising from the exercise of options going forward is considered to be anti-dilutive. 10,871,370 (2011: 5,850,000) potential ordinary shares have been excluded from the above calculation as they are not dilutive. |
NOTE 7: LOSS FOR THE FINANCIAL YEAR
The Company has taken advantage of the exemption as allowed by Section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements. The Company loss for the year was $11,424,707 (2011: Loss $51,085,087).
NOTE 8: OTHER FINANCIAL ASSETS
Prior to 2 December 2010, the investment in ASX listed Spitfire Resources Limited was held as an associate and equity accounted. Post 2 December 2010, the Spitfire holding was accounted for as an available-for-sale financial asset. This was because the group's holding reduced from 21.74% to 18.44% which resulted in the loss of significant influence. Further equity issues in which the group did not participate reduced the group's holding in Spitfire to 15.99%.
Name | Country of incorporation | Reporting Date | Proportion of voting rights held at 30 June 2012
| Proportion of voting rights held at 30June 2011 |
Spitfire Resources Limited | Australia | 30 June 2012 | 15.99% | 18.44% |
$'000 | |
2011 | |
Balance at 1 July 2010 | 1,928 |
Deemed loss on disposal of associate | (54) |
Share of loss of associate | (482) |
Revaluation / (Impairment) to fair value | 772 |
Revaluation of available for sale financial assets (reserve) | 1,721 |
Effect of movement in exchange rates | 485 |
Balance at 30 June 2011 | 4,370 |
2012 | |
Balance at 1 July 2011 | 4,370 |
Revaluation of available for sale financial asset (reserve) | (2,254) |
Effect of movement in exchange rates | (110) |
Balance at 30 June 2012 | 2,006 |
Spitfire Resources Limited ("Spitfire") shares are listed on the Australian Securities Exchange ("ASX") and are classified as a listed investment. The fair value of the investment using the closing prices at 30 June 2012 was $2,006,403 (2011: $4,370,480) based on a closing price of A$0.079 (US$0.080) (2011: A$0.165 (US$0.175).
NOTE 9: SEGMENT INFORMATION
The Group's reportable segments are set out below and include the Indonesian based exploration operation and the Australian corporate office which is an administrative cost centre and includes costs relating to the AIM listing in the United Kingdom.
Operating segments are reported in a manner consistent with the internal reporting provided to the board. The operating results of the segments are regularly reviewed by the board in order to make decisions about the allocation of resources and to assess their performance.
Consolidated 2012 | Australia - Corporate office | Indonesia - Exploration Coal | Total |
$'000 | $'000 | $'000 | |
Finance income | 29 | 25 | 54 |
Administration expenses | (4,664) | (4,231) | (8,895) |
Impairment of exploration and evaluation assets | - | (1,460) | (1,460) |
Exchange differences | (276) | 133 | (143) |
Loss for the year after taxation | (4,911) | (5,533) | (10,444) |
Non-current assets | 2,302 | 1,797 | 4,099 |
Other receivables | 184 | 3,420 | 3,604 |
Cash and cash equivalents | 11,533 | 467 | 12,000 |
Segment assets | 14,019 | 5,684 | 19,703 |
Trade and other payables | 452 | 3,877 | 4,329 |
Provisions | 1 | 84 | 85 |
Segment liabilities | 453 | 3,961 | 4,414 |
Segment net assets | 13,566 | 1,723 | 15,289 |
Consolidated 2011 | Australia - Corporate office | Indonesia - Exploration Coal | Total |
$'000 | $'000 | $'000 | |
Finance income | 23 | 11 | 34 |
Administration expenses | (3,686) | (5,481) | (9,167) |
Impairment of related party receivable | - | (1,196) | (1,196) |
Impairment of exploration and evaluation assets | (220) | (27,677) | (27,897) |
Revaluation to fair value | 772 | - | 772 |
Share of operating loss in associate | (482) | - | (482) |
Loss on deemed disposal of associate | (54) | - | (54) |
Exchange differences | (218) | (71) | (289) |
Loss for the year after taxation | (3,865) | (34,414) | (38,279) |
Non-current assets | 4,685 | 1,900 | 6,585 |
Other receivables | 142 | 3,680 | 3,822 |
Cash and cash equivalents | 22,102 | 283 | 22,385 |
Segment assets | 26,929 | 5,863 | 32,792 |
Loans and borrowings | - | 3,456 | 3,456 |
Trade and other payables | 753 | 875 | 1,628 |
Provisions | - | 66 | 66 |
Segment liabilities | 753 | 4,397 | 5,150 |
Segment net assets | 26,176 | 1,466 | 27,642 |
NOTE 10: OTHER RECEIVABLES
Consolidated | Company | |||
2012 | 2011 | 2012 | 2011 | |
$'000 | $'000 | $'000 | $'000 | |
Current | ||||
Related party receivables | 4,219 | 4,652 | - | - |
Impairment for non-recovery | (1,085) | (1,196) | - | - |
Prepayments and other receivables | 470 | 366 | 160 | 127 |
3,604 | 3,822 | 160 | 127 |
The Group's exposure to credit and currency risk related to other receivables is disclosed in Note 21.
NOTE 11: PROPERTY, PLANT AND EQUIPMENT
Consolidated | Company | |||
2012 | 2011 | 2012 | 2011 | |
$'000 | $'000 | $'000 | $'000 | |
Plant & Equipment | ||||
Cost | ||||
Balance at start of year | 467 | 417 | 102 | 100 |
Disposals | (64) | - | - | - |
Additions | 8 | 50 | 8 | 2 |
Effects of movements in exchange rates | (2) | - | - | - |
Balance at end of year | 409 | 467 | 110 | 102 |
Accumulated Depreciation | ||||
Balance at start of year | 271 | 179 | 54 | 40 |
Depreciation expense for the year | 102 | 88 | 12 | 14 |
Reversal of accumulated depreciation - disposal | (47) | - | - | - |
Effects of movements in exchange rates | (2) | 4 | - | - |
Balance at end of year | 324 | 271 | 66 | 54 |
Net book value at end of the year | 85 | 196 | 44 | 48 |
Freehold land | ||||
Cost | ||||
Balance at start and end of year | 1,757 | - | - | - |
Additions | - | 1,757 | - | - |
Balance at the end of year | 1,757 | 1,757 | - | - |
Net book value at end of year | 1,757 | 1,757 | - | - |
Total | ||||
Cost | ||||
Balance at start of year | 2,224 | 417 | 102 | 100 |
Disposals | (64) | - | - | - |
Additions | 8 | 1,807 | 8 | 2 |
Effects of movements in exchange rates | (2) | - | - | - |
Balance at end of year | 2,166 | 2,224 | 110 | 102 |
Accumulated Depreciation | ||||
Balance at start of year | 271 | 179 | 54 | 40 |
Depreciation expense for the year | 102 | 88 | 12 | 14 |
Reversal of accumulated depreciation - disposal | (47) | - | - | - |
Effect of movements in exchange rates | (2) | 4 | - | - |
Balance at end of year | 324 | 271 | 66 | 54 |
Net book value at end of year | 1,842 | 1,953 | 44 | 48 |
Net book value at start of year | 1,953 | 238 | 48 | 60 |
NOTE 12: INTANGIBLE ASSETS
Consolidated | Company | |||
2012 | 2011 | 2012 | 2011 | |
$'000 | $'000 | $'000 | $'000 | |
Exploration and evaluation assets | ||||
Capitalised exploration expenditure: | ||||
Balance at start of year | 194 | 19,578 | - | - |
Additions | 1,460 | 5,696 | - | - |
Impairment of exploration expenditure | (1,460) | (25,080) | - | - |
Effects of movements in exchange rates | (9) | - | - | - |
Balance at end of year | 185 | 194 | - | - |
Exploration and evaluation assets | ||||
Cost of acquisition: | ||||
Balance at start of year | 68 | 2,872 | 220 | 220 |
Impairment of exploration assets | - | (2,817) | (220) | (220) |
Effects of movements in exchange rates | (2) | 13 | - | - |
Balance at end of year | 66 | 68 | - | - |
Total | ||||
Cost: | ||||
Balance at start of year | 262 | 22,450 | 220 | 220 |
Additions | 1,460 | 5,696 | - | - |
Impairment of exploration and evaluation costs | (1,460) | (25,080) | - | - |
Impairment of exploration assets | - | (2,817) | (220) | (220) |
Effects of movements in exchange rates | (11) | 13 | - | - |
Balance at end of year | 251 | 262 | - | - |
The Group retains a 20% interest in the original South Woodie Woodie Manganese Project in which Spitfire Resources Limited continues to hold an interest. The Group is "free-carried" on its share of exploration costs in respect of its 20% interest until a decision to mine is made in relation to the project. An amount of US$250,777 (2011: US$261,543) is included within the exploration and evaluation asset above.
NOTE 13: INVESTMENT IN SUBSIDIARIES
The principal subsidiaries of Churchill Mining Plc, all of which have been included in these consolidated financial statements, are as follows:
Name | Country of Incorporation | Proportion of ownership interest |
Planet Mining Pty Ltd | Australia | 100% |
PT Indonesia Coal Development | Indonesia | 100% |
Indonesia Coal Trading Pte Ltd | Singapore | 100% |
Churchill Mining Pte Ltd | Singapore | 100% |
Indonesia Coal Investments No 1 Pte Ltd | Singapore | 100% |
Indonesia Coal Investments No 2 Pte Ltd | Singapore | 100% |
Infrastructure Investments S.a.r.l | Luxemburg | 100% |
Black Kutai 1 S.a.r.l | Luxemburg | 100% |
Coal Investments S.a.r.l | Luxemburg | 100% |
PT Techno Coal Utama Prima* | Indonesia | 100% |
PT Ridlatama Tambang Mineral* | Indonesia | 75% |
PT Ridlatama Trade Powerindo* | Indonesia | 75% |
PT Ridlatama Steel* | Indonesia | 75% |
PT Ridlatama Power* | Indonesia | 75% |
*Undertaking held indirectly by the Company.
Churchill Mining Plc owns 95% of the shares in PT Indonesia Coal Development with the balance (5%) held by Planet Mining Proprietary Ltd. Post the year end the Company commenced the process of de-registering the subsidiary companies in Singapore and Luxemburg.
Movements of investments in subsidiaries during the period are:
Company | ||
2012 | 2011 | |
$'000 | $'000 | |
Loans to subsidiaries - Non-current assets | ||
- Opening Balance | 355 | 31,017 |
- Loans to subsidiaries | 6,043 | 10,792 |
- Impairment of subsidiary carrying value | (6,398) | (41,454) |
Total loans to subsidiaries - non-current assets | - | 355 |
Equity investment in subsidiaries | ||
- Opening Balance | 2,431 | 8,094 |
- Investment in subsidiary | - | 3 |
- Impairment of subsidiary carrying value | (226) | (5,666) |
Total equity investment in subsidiaries | 2,205 | 2,431 |
Total investment in subsidiaries | 2,205 | 2,786 |
The intercompany loans are unsecured, non-interest bearing and repayable on demand.
NOTE 14: TRADE AND OTHER PAYABLES
Consolidated | Company | |||
2012 | 2011 | 2012 | 2011 | |
$'000 | $'000 | $'000 | $'000 | |
Current | ||||
Trade payables | 910 | 1,460 | 179 | 669 |
Accruals and other payables | 297 | 168 | 240 | 63 |
1,207 | 1,628 | 419 | 732 |
The Group's exposure to credit and currency risk related to trade and other payables is disclosed in Note 21.
NOTE 15: LOANS AND BORROWINGS
Consolidated | Company | |||
2012 | 2011 | 2012 | 2011 | |
$'000 | $'000 | $'000 | $'000 | |
Current | ||||
Related party payables | 3,134 | 3,456 | - | - |
3,134 | 3,456 | - | - | |
Included in the loans and borrowings are amounts payable of $3,134,494 due to the non-controlling shareholders of the IUP Companies PT Ridlatama Tambang Mineral, PT Ridlatama Trade Powerindo, PT Ridlatama Steel and PT Ridlatama Power. (See note 22). |
NOTE 16: PROVISIONS
Consolidated | Company | |||
2012 | 2011 | 2012 | 2011 | |
$'000 | $'000 | $'000 | $'000 | |
Non-current | ||||
Employee benefits | 73 | 66 | 1 | 1 |
73 | 66 | 1 | 1 |
The provision relates to the estimated liability for post-employment benefits at year end for PT Indonesia Coal Development.
NOTE 17: COMMITMENTS
Consolidated | Company | |||
2012 | 2011 | 2012 | 2011 | |
$'000 | $'000 | $'000 | $'000 | |
Operating lease commitments | ||||
The total future aggregate minimum lease payments under non-cancellable operating leases: | ||||
Within one year | 78 | 101 | 58 | 65 |
Within two to five years | 2 | 60 | - | 60 |
80 | 161 | 58 | 125 | |
The above amount relates to a property lease for: - Suite 1, 346 Barker Road, Subiaco which is a non-cancellable lease with a 24 month term expiring on 31 May 2013 with rent payable monthly in advance; and - Wisma Kosgoro Building, Jakarta which is a non-cancellable lease with a 12 month term expiring on 31 July 2013 with rent payable monthly in advance. | ||||
Consultant compensation commitments | ||||
Key management personnel | ||||
Commitments under consulting contracts not provided for in the financial statements and payable: | ||||
Within one year | 264 | 699 | 264 | 699 |
264 | 699 | 264 | 699 |
NOTE 18: SHARE CAPITAL, SHARE PREMIUM AND RESERVES
Company | Company | |||
2012 | 2011 | 2012 | 2011 | |
Number | Number | $'000 | $'000 | |
Allotted, called up and fully paid | ||||
At start of year | 120,920,368 | 96,727,354 | 2,195 | 1,797 |
Additions | 1,600,000 | 24,193,014 | 25 | 398 |
At end of year | 122,520,368 | 120,920,368 | 2,220 | 2,195 |
Allotted, called up and fully paid | Share premium | |||
Date | Details | Number | $'000 | $'000 |
01/7/2010 | Opening balance at 1 July 2010 | 96,727,354 | 1,797 | 62,982 |
12/1/2011 | Conversion of options @ 50p per share | 250,000 | 4 | 191 |
24/2/2011 | Conversion of options @ 12p per share | 1,200,000 | 20 | 214 |
17/5/2011 | Conversion of options @ 35p per share | 1,048,014 | 17 | 577 |
20/5/2011 | Conversion of options @ 35p per share | 1,009,086 | 16 | 557 |
9/5/2011 | Conversion of options @12p per share | 1,200,000 | 20 | 216 |
9/5/2011 | Conversion of options @ 35p per share | 140,914 | 2 | 78 |
01/6/2011 | Placement at 40p per share (cash) | 19,345,000 | 319 | 12,442 |
30/06/2011 | Closing balance at 30 June 2011 | 120,920,368 | 2,195 | 77,257 |
28/3/2012 | Conversion of options @ 12p per share | 1,200,000 | 19 | 210 |
28/3/2012 | Conversion of options @ 12p per share | 400,000 | 6 | 70 |
30/6/2012 | Closing balance at 30 June 2012 | 122,520,368 | 2,220 | 77,537 |
Share premium
The share premium reserve amount arises from subscriptions for or issue of shares in excess of nominal value.
Other Reserves
Other Reserves | |||||
Date | Details | Merger Reserve | Foreign exchange reserve | Equity settled share options reserve | Total other reserves |
$'000 | $'000 | $'000 | $'000 | ||
1/7/2010 | Opening balance at 1 July 2010 | 6,828 | (345) | 3,163 | 2,818 |
30/6/2011 | Exchange differences on translation of foreign operations | - | 630 | - | 630 |
30/6/2011 | Recognition of share based payments | - | - | - | - |
30/6/2011 | Closing balance at 30 June 2011 | 6,828 | 285 | 3,163 | 3,448 |
1/7/2011 | Opening balance at 1 July 2011 | 6,828 | 285 | 3,163 | 3,448 |
30/6/2012 | Exchange differences on translation of foreign operations | - | (295) | - | (295) |
30/6/2012 | Recognition of share based payments | - | - | 335 | 335 |
30/6/2012 | Expiry of share options | - | - | (63) | (63) |
30/6/2012 | Closing balance at 30 June 2012 | 6,828 | (10) | 3,435 | 3,425 |
Merger reserve
The merger reserve arose due to the availability of merger relief in connection with the acquisition of PT Indonesia Coal Development by a share for share exchange and represents the difference between the fair value of consideration given for the shares and the nominal value of those instruments.
Foreign exchange reserve
The amount represents gains/losses arising from the translation of the financial statements of foreign operations the functional currency of which is different from the presentation currency of the Group. The reserve is dealt with in accordance with the accounting policy set out in note 1 to these financial statements.
Equity settled share options reserve
The amount relates to the fair value of the share options that have been expensed through the statement of comprehensive income less amounts, if any, that have been transferred to the retained earnings/deficit upon exercise.
Retained deficit
Retained deficit represents the cumulative net gains and losses recognised in the statement of comprehensive income less any amounts reflected directly in other reserves.
NOTE 19: SHARE BASED PAYMENTS
Share options
The Company has issued share options, some of which have vested immediately on grant and others with vesting periods. The options are not traded. Share options are exercisable for ordinary shares which rank equally with existing ordinary shares.
Exercise price | Grant date | Outstanding at start of year | (Exercised)/ Granted during the year | (Lapsed/ Expired) during the year | Outstanding at end of year | Final exercise date |
2011 | ||||||
35p | 18/04/2006 | 326,146 | (326,146) | - | - | 18/04/2011 |
35p | 23/05/2006 | 3,214,200 | (2,198,014) | (1,016,186) | - | 23/05/2011 |
12p | 28/03/2007 | 4,400,000 | (2,400,000) | - | 2,000,000 | 28/03/2012 |
50p | 17/12/2007 | 250,000 | (250,000) | - | - | 17/12/2012 |
60p | 17/12/2007 | 250,000 | - | - | 250,000 | 17/12/2012 |
70p | 17/12/2007 | 250,000 | - | - | 250,000 | 17/12/2012 |
80p | 17/12/2007 | 250,000 | - | - | 250,000 | 17/12/2012 |
75p | 09/05/2008 | 3,100,000 | - | - | 3,100,000 | 09/05/2013 |
Total | 12,040,346 | (5,174,160) | (1,016,186) | 5,850,000 | ||
2012 | ||||||
12p | 28/3/2007 | 2,000,000 | (1,600,000) | (400,000) | - | 28/03/2012 |
60p | 17/12/2007 | 250,000 | - | - | 250,000 | 17/12/2012 |
70p | 17/12/2007 | 250,000 | - | - | 250,000 | 17/12/2012 |
80p | 17/12/2007 | 250,000 | - | - | 250,000 | 17/12/2012 |
75p | 09/05/2008 | 3,100,000 | - | - | 3,100,000 | 09/05/2013 |
50p | 19/08/2011 | - | 5,800,000 | (800,000) | 5,000,000 | 19/08/2016 |
Total | 5,850,000 | 4,200,000 | (1,200,000) | 8,850,000 |
Weighted average exercise price | Number | Weighted average exercise price | Number | ||
2012 | 2012 | 2011 | 2011 | ||
Outstanding at beginning of the year | 53p | 5,850,000 | 39p | 12,040,346 | |
Exercised during the year | 12p | (1,600,000) | 24p | (4,848,012) | |
Expired during the year | 37p | (1,200,000) | 35p | (1,342,334) | |
Issued during the year | 50p | 5,800,000 | - | - | |
Outstanding at end of the year | 60p | 8,850,000 | 53p | 5,850,000 | |
Exercisable at the end of the year | 60p | 8,850,000 | 53p | 5,850,000 | |
The weighted average share price during the year was 16.68p (2011: 67.82p).
Fair value
The fair value of the share options granted has been derived using the Black Scholes model that takes into account factors such as the option life, the volatility of share price and expected early exercise of share options.
Volatility has been based on the following:
·; The annualised volatility of the Company's shares since floatation on the AIM market; and
·; The volatility of comparable listed Companies that are considered to be most comparable to Churchill based on historical share price information dating back to July 1998.
Equity settled share based payment expense
The share based payment for the year ended 30 June 2012 was US$335,000 (2011: Nil).
NOTE 20: NOTES TO THE CASH FLOW STATEMENT
Consolidated | Company | |||
2012 | 2011 | 2012 | 2011 | |
$'000 | $'000 | $'000 | $'000 | |
Reconciliation of (loss) after tax to cash from operating activities | ||||
(Loss) after tax | (10,444) | (38,279) | (11,424) | (51,086) |
Share option expense | 335 | - | 317 | - |
Depreciation expense | 102 | 88 | 11 | 14 |
Impairment expense | 1,464 | 27,897 | 6,624 | 47,341 |
Loss on exchange rates | 150 | 289 | 276 | 220 |
Net gain on disposal of property, plant and equipment | (20) | - | - | - |
Impairment of related party receivable | - | 1,196 | - | - |
Deemed loss on disposal of associate | - | 54 | - | - |
Finance income | (34) | (34) | (28) | (21) |
Share of associate loss | - | 483 | - | - |
VAT unrecovered | - | 482 | - | - |
Gain on fair value of investment | - | (772) | - | - |
(Increase) / decrease in receivables | (103) | (394) | (32) | (97) |
Increase / (Decrease) in payables | (415) | 550 | (314) | 420 |
Cash flow from operating activities | (8,965) | (8,440) | (4,570) | (3,209) |
Reconciliation of cash and cash equivalents | ||||
Cash and cash equivalents at the end of the year as shown in the Statement of Cash Flows is reconciled to the related items in the statement of financial position as follows: | ||||
Cash and cash equivalents | 12,000 | 22,385 | 11,517 | 22,062 |
NOTE 21: FINANCIAL INSTRUMENTS
Significant accounting policies
Details of the significant accounting policies in respect of financial instruments are disclosed in Note 1 of the financial statements.
Financial risk management
The Board seeks to minimise its exposure to financial risk by reviewing and agreeing policies for managing each financial risk and monitoring them on a regular basis. No formal policies have been put in place in order to hedge the Group and Company's activities to the exposure to currency risk or interest risk, however as the Group enters commercial production this may be considered. No derivatives or hedges were entered into during the year.
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group and Company's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's finance function. The Board receives regular reports from the Group Chief Financial Officer through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.
The Group is exposed through its operations to the following financial risks:
·; Liquidity risk;
·; Credit risk;
·; Cashflow interest rate risk;
·; Foreign exchange risk; and
·; Price risk.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group and Company's competitiveness and flexibility. There have been no substantive changes in the Group and Company's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. Further details regarding these policies are set out below:
Principal financial instruments
The principal financial instruments used by the Group and Company, from which financial instrument risk arises are as follows:
·; Loans and receivables;
·; Other receivables;
·; Cash and cash equivalents;
·; Available for sale financial instruments;
·; Trade and other payables; and
·; Loans and borrowings.
Categories of financial assets
Consolidated | Company | |||
2012 | 2011 | 2012 | 2011 | |
$'000 | $'000 | $'000 | $'000 | |
Current financial assets classified as loans and receivables | ||||
Other receivables | 3,198 | 3,631 | - | - |
Cash and cash equivalents | 12,000 | 22,385 | 11,517 | 22,062 |
Total current financial assets | 15,198 | 26,016 | 11,517 | 22,062 |
Non-current financial assets classified as loans and receivables | ||||
Intergroup receivables | - | - | 47,852 | 41,809 |
Impairment for non-recovery | - | - | (47,852) | (41,454) |
Non-current financial assets classified as available for sale | ||||
Other financial assets | 2,006 | 4,370 | - | - |
Total non-current financial assets | 2,006 | 4,370 | - | - |
Total financial assets | 17,204 | 30,386 | 11,517 | 22,417 |
The Group was exposed to movements in the fair value of its ASX-listed shares in Spitfire Resources Limited which at the 30 June 2012 is held as an available for sale asset with its fair value determined by its share price at 30 June 2012. The available for sale asset was measured in accordance with level 1 in the fair value hierarchy.
Categories of financial liabilities
Consolidated | Company | |||
2012 | 2011 | 2012 | 2011 | |
$'000 | $'000 | $'000 | $'000 | |
Current financial liabilities measured at amortised cost | ||||
Trade and other payables | 1,207 | 1,628 | 419 | 732 |
Loans and borrowings | 3,134 | 3,456 | - | - |
Total current financial liabilities | 4,341 | 5,084 | 419 | 732 |
Total financial liabilities | 4,341 | 5,084 | 419 | 732 |
At the year end, the Group had a cash balance of US$11,999,730 (2011: US$22,384,756) which was made up as follows:
Consolidated | Company | |||
2012 | 2011 | 2012 | 2011 | |
$'000 | $'000 | $'000 | $'000 | |
Great British Pound | 7,318 | 12,804 | 7,318 | 12,804 |
United States Dollar | 4,537 | 8,834 | 4,173 | 8,576 |
Australian Dollar | 31 | 687 | 26 | 682 |
Indonesian Rupiah | 114 | 60 | - | - |
12,000 | 22,385 | 11,517 | 22,062 |
There is no material difference between the book value and fair value of the Group's cash.
The Group and Company received interest for the year as follows:
Consolidated | Company | |||
2012 | 2011 | 2012 | 2011 | |
$'000 | $'000 | $'000 | $'000 | |
Interest from bank deposits | 34 | 34 | 29 | 21 |
Total interest from bank deposits | 34 | 34 | 29 | 21 |
LIQUIDITY RISK
The Group's and Company's policy is to ensure that it has sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain readily available cash balances to meet expected requirements for a period of at least 60 days. The Group currently has no long term borrowings.
Cash forecasts identifying the liquidity requirements of the Group and Company are produced frequently. These are reviewed regularly by management and the Board to ensure that sufficient financial headroom exists for at least a 12 month period.
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:
Consolidated | Carrying amount | Contractual cash flows | 6 months or less | Greater than 6 months |
2012 | $'000 | $'000 | $'000 | $'000 |
Current financial liabilities | ||||
Trade and other payables | 1,207 | 1,207 | 1,207 | - |
Loans and borrowings | 3,134 | 3,134 | - | 3,134 |
4,341 | 4,341 | 1,207 | 3,134 |
Company | Carrying amount | Contractual cash flows | 6 months or less | Greater than 6 months |
2012 | $'000 | $'000 | $'000 | $'000 |
Current financial liabilities | ||||
Trade and other payables | 419 | 419 | 419 | - |
419 | 419 | 419 | - |
Consolidated | Carrying amount | Contractual cash flows | 6 months or less | Greater than 6 months |
2011 | $'000 | $'000 | $'000 | $'000 |
Current financial liabilities | ||||
Trade and other payables | 1,628 | 1,628 | 1,628 | - |
Loans and borrowings | 3,456 | 3,456 | - | 3,456 |
5,084 | 5,084 | 1,628 | 3,456 |
Company | Carrying amount | Contractual cash flows | 6 months or less | Greater than 6 months |
2011 | $'000 | $'000 | $'000 | $'000 |
Current financial liabilities | ||||
Trade and other payables | 732 | 732 | 732 | - |
732 | 732 | 732 | - |
CREDIT RISK
Credit risk arises principally from the Group's other receivables and investments in cash deposits. It is the risk that the counterparty fails to discharge its obligations in respect of the instrument.
The Group holds its cash balances across several bank accounts. The Groups seeks to deposit its cash with reputable financial institutions with strong credit ratings.
The Group and Company's maximum exposure to credit risk by class of individual financial instrument is shown in the table below:
Consolidated | 2012 | 2011 | ||
Carrying value | Maximum exposure | Carrying value | Maximum exposure | |
$'000 | $'000 | $'000 | $'000 | |
Current assets | ||||
Cash and cash equivalents | 12,000 | 12,000 | 22,385 | 22,385 |
Other receivables | 3,198 | 3,198 | 3,631 | 3,631 |
15,198 | 15,198 | 26,016 | 26,016 |
Company | 2012 | 2011 | ||
Carrying value | Maximum exposure | Carrying value | Maximum exposure | |
$'000 | $'000 | $'000 | $'000 | |
Current assets | ||||
Cash and cash equivalents | 11,517 | 11,517 | 22,062 | 22,062 |
Non - current assets | ||||
Loans to subsidiaries | 47,852 | 47,852 | 41,809 | 41,809 |
Impairment for non-recovery | (47,852) | (47,852) | (41,454) | (41,454) |
11,517 | 11,517 | 22,417 | 22,417 |
CASH FLOW INTEREST RATE RISK
The Group and Company is exposed to cash flow interest rate risk from its deposits of cash and cash equivalents with banks. The cash balances maintained by the Group and Company are proactively managed in order to ensure that the maximum level of interest is received for the available funds but without affecting the working capital flexibility the Group and Company require.
The Group and Company is not at present exposed to cash flow interest rate risk on borrowings as they are not interest bearing. No subsidiary company of the Group is permitted to enter into any borrowing facility or lease agreement without prior consent of the Company.
Interest rates on financial assets and liabilities
The Group and Company's financial assets consist of cash and cash equivalents, loans, listed investments and other receivables. The interest rate profile at 30 June 2012 of these assets was as follows:
Consolidated | Floating interest rate | Fixed interest maturing in 1 year or less | Fixed interest maturing over 1 to 5 years | Non-interest bearing | Total |
2012 | $'000 | $'000 | $'000 | $'000 | $'000 |
Financial assets | |||||
Great British Pound | 121 | 7,197 | - | - | 7,318 |
Australian Dollar | 29 | 2 | - | - | 31 |
United States Dollar | 12 | 4,525 | - | 64 | 4,601 |
Indonesian Rupiah | 114 | - | - | 3,134 | 3,248 |
276 | 11,724 | - | 3,198 | 15,198 | |
Weighted average interest rate | 0% | 0.20% | |||
Financial liabilities | |||||
Great British Pound | - | - | - | 199 | 199 |
Australian Dollar | - | - | - | 147 | 147 |
United States Dollar | - | - | - | 837 | 837 |
Indonesian Rupiah | - | - | - | 3,231 | 3,231 |
- | - | - | 4,414 | 4,414 |
Company | Floating interest rate | Fixed interest maturing in 1 year or less | Fixed interest maturing over 1 to 5 years | Non-interest bearing loan | Total |
2012 | $'000 | $'000 | $'000 | $'000 | $'000 |
Financial assets | |||||
Great British Pound | 121 | 7,197 | - | - | 7,318 |
Australian Dollar | 24 | 2 | - | - | 26 |
United States Dollar | - | 4,173 | - | 47,852 | 52,025 |
Impairment for non-recovery | - | - | - | (47,497) | (47,497) |
145 | 11,372 | - | 355 | 11,872 | |
Weighted average interest rate | 0% | 0.20% | |||
Financial liabilities | |||||
Great British Pound | - | - | - | 199 | 199 |
Australian Dollar | - | - | - | 147 | 147 |
United States Dollar | - | - | - | 73 | 73 |
- | - | - | 419 | 419 |
Consolidated | Floating interest rate | Fixed interest maturing in 1 year or less | Fixed interest maturing over 1 to 5 years | Non-interest bearing | Total |
2011 | $'000 | $'000 | $'000 | $'000 | $'000 |
Financial assets | |||||
Great British Pound | 12,805 | - | - | - | 12,805 |
Australian Dollar | 14 | 672 | - | - | 686 |
United States Dollar | 40 | 8,794 | - | 175 | 9,009 |
Indonesian Rupiah | 60 | - | - | 3,456 | 3,516 |
12,919 | 9,466 | - | 3,631 | 26,016 | |
Weighted average interest rate | 0% | 0.47% | |||
Financial liabilities | |||||
Great British Pound | - | - | - | 401 | 401 |
Australian Dollar | - | - | - | 88 | 88 |
United States Dollar | - | - | - | 350 | 350 |
Indonesian Rupiah | - | - | - | 4,245 | 4,245 |
- | - | - | 5,084 | 5,084 |
Company | Floating interest rate | Fixed interest maturing in 1 year or less | Fixed interest maturing over 1 to 5 years | Non-interest bearing loan | Total |
2011 | $'000 | $'000 | $'000 | $'000 | $'000 |
Financial assets | |||||
Great British Pound | 12,805 | - | - | - | 12,805 |
Australian Dollar | 9 | 672 | - | - | 681 |
United States Dollar | - | 8,576 | - | 41,809 | 50,385 |
Impairment for non-recovery | - | - | - | (41,454) | (41,454) |
12,814 | 9,248 | - | 355 | 22,417 | |
Weighted average interest rate | |||||
0% | 0.39% | ||||
Financial liabilities | |||||
Great British Pound | - | - | - | 401 | 401 |
Australian Dollar | - | - | - | 88 | 88 |
United States Dollar | - | - | - | 243 | 243 |
- | - | - | 732 | 732 |
Sensitivity Analysis
Interest Rate Risk
The Group and Company have performed sensitivity analysis relating to its exposure to their interest rate risk at reporting date. The sensitivity analysis demonstrates the effect on the current financial year results and equity which could result from a change in these risks.
Interest Rate Sensitivity Analysis
At 30 June 2012, the effect on loss and equity as a result of changes in the interest rate, with all other variables remaining constant, would be as follows:
Consolidated | Company | |||
2012 | 2011 | 2012 | 2011 | |
$'000 | $'000 | $'000 | $'000 | |
Change in profit | ||||
- Increase in interest rate by 1% | 172 | 95 | 143 | 94 |
- Decrease in interest rate by 1% | (34) | (34) | (29) | (21) |
Change in equity | ||||
- Increase in interest rate by 1% | 172 | 95 | 143 | 94 |
- Decrease in interest rate by 1% | (34) | (34) | (29) | (21) |
Net Fair Value
The carrying value and net fair value of financial assets and liabilities at reporting date are:
2012 | 2011 | |||
Consolidated | Carrying Amount | Net Fair Value | Carrying Amount | Net Fair Value |
$'000 | $'000 | $'000 | $'000 | |
Financial assets | ||||
Cash and cash equivalents | 12,000 | 12,000 | 22,385 | 22,385 |
Other receivables | 3,269 | 3,269 | 3,631 | 3,631 |
Other financial assets | 2,006 | 2,006 | 4,370 | 4,370 |
17,275 | 17,275 | 30,386 | 30,386 | |
Financial liabilities | ||||
Trade and other payables | 1,207 | 1,207 | 1,628 | 1,628 |
Financial liabilities | 3,134 | 3,134 | 3,456 | 3,456 |
4,341 | 4,341 | 5,084 | 5,084 |
2012 | 2011 | |||
Company | Carrying Amount | Net Fair Value | Carrying Amount | Net Fair Value |
$'000 | $'000 | $'000 | $'000 | |
Financial assets | ||||
Current assets | ||||
Cash and cash equivalents | 11,517 | 11,517 | 22,062 | 22,062 |
Other receivables | - | - | - | - |
Non currents assets | ||||
Loans to subsidiaries | 47,852 | 47,852 | 41,809 | 41,809 |
Impairment for non-recovery | (47,852) | (47,852) | (41,454) | (41,454) |
11,517 | 11,517 | 22,417 | 22,417 | |
Financial liabilities | ||||
Trade and other payables | 419 | 419 | 732 | 732 |
419 | 419 | 732 | 732 |
FOREIGN EXCHANGE RISK
The Group has overseas subsidiaries, in Australia, Singapore, Luxemburg and Indonesia, whose expenses are mainly denominated in US dollars with some expenses in Australian Dollars, Singapore Dollars, Euro and Indonesian Rupiah respectively. In addition, the Parent Company incurs some expenses in British Pounds. Foreign exchange risk is inherent in the Group's activities and is accepted as such. The Group mitigates foreign exchange risk by transferring appropriate amounts to match the budgeted spend in each currency. Although its geographical spread reduces the Group's operational risk, the Group's net assets arising from such overseas operations are exposed to currency risk resulting in gains and losses on retranslation into US dollars. No formal arrangements have been put in place in order to hedge the Group and Company's activities to the exposure to currency risk or interest risk. It is the Group's policy to ensure that individual Group entities enter into local transactions in their functional currency wherever possible. The Group considers this policy minimises any unnecessary foreign exchange exposure.
In order to monitor the continuing effectiveness of this policy, the Board through their approval of both corporate and capital expenditure budgets, and review of the currency profile of cash balances and management accounts, considers the effectiveness of the policy on an ongoing basis.
The following table discloses the exchange rates of the major currencies utilised by the Group:
Pounds Sterling | Australian Dollar | Indonesian Rupiah | |
Foreign currency units to US $1 | |||
Average for 2011/2012 | 0.6312 | 0.9693 | 8,942 |
At 30 June 2012 | 0.6403 | 0.9841 | 9,407 |
Average for 2010/2011 | 0.6291 | 1.0151 | 8,919 |
At 30 June 2011 | 0.6242 | 0.9436 | 8,610 |
Currency exposures & Sensitivity analysis
The monetary assets and liabilities of the Group that are not denominated in US dollars and therefore exposed to currency fluctuations are shown below. The amounts shown represent the US dollars equivalent of local currency balances.
Australian Dollar | Pound Sterling | Indonesian Rupiah | Total | |
$'000 | $'000 | $'000 | $'000 | |
US Dollar equivalent of exposed net monetary assets and liabilities | ||||
At 30 June 2012 | 1,907 | 7,220 | 369 | 9,496 |
At 30 June 2011 | 4,979 | 13,322 | (591) | 17,711 |
A 10% strengthening of the US dollar against the Australian dollar at 30 June would have reduced loss by $411 (2011: reduced profit by $24,275) and reduced equity by $220,084 (2011: $482,452). This analysis assumed that all other variables, in particular interest rates, remain constant.
A 10% weakening of the US dollar against the above currency at 30 June would have had approximately the equivalent but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.
Capital
The objective of the Directors is to maximise Shareholder returns and minimise risks by keeping a reasonable balance between debt and equity. To date the Group has minimised risk by being mainly equity financed.
In managing their capital, the Group and Company's primary objective is to ensure their ability to provide a sufficient return for their equity Shareholders, principally though capital growth. In order to achieve and seek to maximise this return objective, the Group and Company will in the future seek to maintain a gearing ratio that balances risks and returns at an acceptable level while also maintaining a sufficient funding base to enable the Group and Company to meet their working capital and strategic investment needs.
In making decisions to adjust their capital structure to achieve these aims, either through new share issues, increases or reductions in debt, or altering a dividend or share buyback policies, the Group considers not only its short term position but also its medium and longer term operational and strategic objectives.
PRICE RISK
Price risk relates to the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices largely due to demand and supply factors for commodities. The Group is currently involved in the exploration for coal and should economic resources be delineated then the Group will be exposed to the particular commodity price risk. There are no hedges in place at reporting date.
NOTE 22: RELATED PARTY TRANSACTIONS
The Group had the following material transactions (excluding Directors' salaries and fees) with related parties during the year ending 30 June 2012.
a) During the year, the Group paid Direct Invest Group Limited $337,039 (2011: $602,919) for the consultancy services of Mr Paul Mazak who was a Director of the Company up to the 21 March 2011. There was no amount owing to Direct Invest Group Limited as at 30 June 2012 (2011: $38,513). At the completion of his contract, settlement of consulting services was paid via the transfer of assets at fair market value of $36,000. Mr Paul Mazak was a related party for the year ending 30 June 2011 but not for the year ending 30 June 2012.
b) During the year, the Group paid Borden Holdings Pty Ltd $683,996 (2011: $301,063) for the consultancy services of Mr David Quinlivan who is the Chairman of the Company. The amount of $7,908 was owing to Borden Holdings Pty Ltd as at 30 June 2012 (2011: $55,125).
c) In May 2011, the Company entered into an extension of a lease agreement with Borden Holdings Pty Ltd, a related party of Mr David Quinlivan who is a Director of the Company. The lease is for the office at Suite 1, 346 Barker Road, Subiaco, Western Australia. The lease is for a period of two years with two further options of two years. The terms of the lease are no more favourable than normal market rates. The terms of the lease were reviewed and approved by the independent Directors. The amount paid for the year ending 30 June 2012 was $33,695 (2011: $44,331).
d) During the year the Group paid Pala Investments AG (""Pala") $287,500 (2011: $326,941) for consultancy services and expenses. The Pala group is the major shareholder of Churchill Mining Plc (25.70%). The terms of the advisory agreement were reviewed and approved by the independent Directors. The amount of $12,500 was owing to Pala at 30 June 2012 (2011: $51,941).
e) As at 30 June 2012 US$2,109,705 (2011: US$2,326,393) was receivable from and US$1,657,700 (2011: US$ 1,827,963) was payable to Ms Florita who is the partner of Mr Anang Mudjiantoro. Both Ms Florita and Mr Mudjiantoro are related parties of Churchill by way of their Directorships in Indonesian subsidiary companies. These amounts remain outstanding at 30 June 2012.
f) As at 30 June 2012 US$2,109,705 (2011: US$2,326,393) was receivable from and US$1,476,793 (2011: US$ 1,628,475) was payable to Ms Ani Setiawan who is the partner of Mr Andreas Rinaldi who has acted as an executive and consultant to PT Indonesia Coal Development. Ms Ani Setiawan is a related party of Churchill as she holds the position of Commissioner with some of the Indonesian subsidiary companies. These amounts remain outstanding at 30 June 2012.
g) During the year the ended 30 June 2011 the Group paid PT Trisinergy Global Resources $438,700, PT Andarus Jaya Mandiri $244,170, PT Ridlatama Mining Utama $276,752, PT Minitama Indo Persada $613,434, PT Bahtera Beyond Construction $350,666 and PT Bahtera Global Resources $123,087 for consultancy fees and technical assistance with the East Kutai Coal Project. Mr Anang Mujiantoro, a related party of the group, is a Director of the above Companies. There were no amounts paid to these parties during the year ended 30 June 2012.
The Key Management personnel disclosures are included in Note 4 to the financial statements.
NOTE 23: CONTINGENCIES
The Group is involved in various litigation disputes as detailed in the Chairman's Statement and the Review of Operations and Finance. As at the date of this report the disclosure of any further information about the above matters would be prejudicial to the interests of the Group.
NOTE 24: EVENTS AFTER THE REPORTING PERIOD
On 18 September 2012, Mr Nicholas Smith joined the board of the Company and was appointed as the new Managing Director.
Related Shares:
Cloudified Holdings Limited