TIDMFLOR
RNS Number : 6360Y
Fluormin PLC
26 February 2013
Fluormin plc
("Fluormin" or the "Company")
INTERIM REPORT AND ACCOUNTS FOR THE SIX MONTHS ENDED
31 DECEMBER 2012
Chairman's Statement
The period to 31 December 2012 continued to be a challenging
time for Fluormin Plc ("Fluormin" or the "Company").
As previously reported, the Company's Witkop mine has faced
operational and cost pressures, whilst on a global level we have
faced a substantial decline in the price of fluorspar. The Company
was active in addressing these issues, implementing plant
modifications and improved mining methods which resulted in
substantial cost reductions being achieved. Despite these efforts
the prevailing fluorspar price fell below current operating costs.
Consequently and in light of the current economic environment it
was concluded that the only defensible strategy for the Company was
to place the mine on care and maintenance with effect from the
close of business on 12 October 2012.
Despite the global economic pressures, the Company successfully
concluded the disposal of its Buffalo Fluorspar project ("Buffalo")
and its 20% interest in Kenya Fluorspar Company Limited ("KFC") for
aggregate considerations of GBP0.74m and US$14m respectively. These
disposals were an important step towards rationalising the
Company's operations and strengthen its balance sheet.
The resulting strong cash position and cost control measures
taken at Witkop provides the Board with the opportunity to explore
its options at Witkop.
I would like to thank you for your patience and continued
support in what has been a challenging period for your Company.
Financial
For the six months ended 31 December 2012, the Group recorded an
attributable loss of GBP1.3m, compared to an attributable loss of
GBP4.3m for the comparative period, the six months ended 31
December 2011. For the year ended 30 June 2012 the Group recorded a
profit after tax of GBP3.5m (year ended 30 June 2011: loss of
GBP2.8m).
Net assets of the Group decreased from GBP22.4m as at 30 June
2012 to GBP20.3m as at 31 December 2012. As a result of the cash
received in the period from the disposals noted above and the cost
control measures taken at Witkop cash reserves increased from
GBP7.7m as at 30 June 2012 to GBP7.9m as at 31 December 2012.
Operational
Following the care and maintenance decision noted above, the
Company has undertaken certain exploration work to identify near
term higher grade plant feed.
The board continues to explore all its options as it seeks to
deliver value to shareholders.
Contact Information
Fluormin plc
Mark Bolton, Chief Executive +44 (0) 20 7034 7150,
Officer mbolton@fluormin.com
Westhouse Securities +44 (0) 20 7601 6100,
Martin Davison martin.davison@westhousesecurities.com
Paul Gillam paul.gillam@westhousesecurities.com
Consolidated income statement
For the six months ended 31 December 2012
Un-audited Un-audited Audited
6 months 6 months 12 months
ended 31 ended 31 ended
December December 30 June
2012 2011 2012
Note GBP'000 GBP'000 GBP'000
Continuing Operations
Revenue 6,023 10,588 20,802
Cost of sales (6,663) (9,364) (18,165)
Gross (loss)/profit (640) 1,224 2,637
Administrative expenses (2,762) (2,917) (7,361)
Impairment Charge - (8,434) (8,163)
Operating loss (3,402) (10,127) (12,887)
Other income 23 - 9,158
Finance costs (47) (361) (296)
Finance income 27 - 184
Share in loss of joint venture - (164) (314)
Loss before taxation (3,399) (10,652) (4,155)
Taxation (98) - 1,536
Loss for the period
from continuing operations (3,497) (10,652) (2,619)
Discontinued Operations
Profit for the period
from discontinued operations
5 2,195 6,329 6,093
(Loss)/profit for the period (1,302) (4,323) 3,474
(Loss)/profit attributable to:
Owners of Fluormin Plc (1,302) (4,323) 3,604
Non-controlling interest - - (130)
---------- ---------- ----------
(1,302) (4,323) 3,474
========== ========== ==========
Consolidated income statement (continued)
For the six months ended 31 December 2012
Un-audited Un-audited Audited
6 months 6 months 12 months
ended 31 ended 31 ended
December December 30 June
2012 2011 2012
Pence Pence Pence
Earnings / (loss) per share
Continuing operations
Basic (6.26) (19.66) (5.25)
Diluted (6.26) (19.66) (5.25)
Discontinued operations
Basic 3.93 11.68 12.86
Diluted 3.67 11.68 11.73
Continuing and discontinued operations
Basic (2.33) (7.98) 7.61
Diluted (2.33) (7.98) 6.48
Consolidated statement of comprehensive income
For the six months ended 31 December 2012
Un-audited Un-audited Audited
6 months 6 months 12 months
ended 31 ended 31 ended
December December 30 June
2012 2011 2012
GBP'000 GBP'000 GBP'000
(Loss)/profit for the period (1,302) (4,323) 3,474
Exchange differences on translation (768) - (1,662)
Total comprehensive (loss)/income
for the period (2,070) (4,323) 1,812
Total comprehensive (loss)/income
attributable to:
Owners of Fluormin Plc (2,070) (4,323) 2,107
Non-controlling interest - - (295)
(2,070) (4,323) 1,812
========== ========== ==========
Consolidated statement of financial position
As at 31 December 2012
Un-audited Un-audited Audited
31 December 31 December 30 June
2012 2011 2012
Note GBP'000 GBP'000 GBP'000
Non-current assets
Mineral rights - 711 -
Property, plant and equipment 6,835 6,072 8,105
Investments 1,081 2,600 1,451
Interest in joint venture - 139 -
------------ ------------ --------
7,916 9,522 9,556
Current assets
Inventories 5,134 4,172 4,435
Trade and other receivables 1,626 1,249 6,416
Loans to affiliated companies 1,237 1,253 1,281
Cash and cash equivalents 7,923 8,197 7,666
------------ ------------ --------
15,920 14,871 19,798
Current liabilities
Trade and other payables (625) (1,704) (2,204)
Borrowings - - (162)
------------ ------------ --------
(625) (1,704) (2,366)
Liabilities classified as held
for sale 5 (1) - -
------------ ------------ --------
(626) (1,704) (2,366)
Net current assets 15,294 13,167 17,432
------------ ------------ --------
Non-current liabilities
Provisions (2,168) (3,912) (3,841)
Deferred tax liability (744) - (779)
Debentures - (3,232) -
------------ ------------ --------
(2,912) (7,144) (4,620)
Net assets 20,298 15,545 22,368
============ ============ ========
Equity
Share capital 8,380 8,364 8,380
Share premium account 724 780 724
Reserves 9 (2,268) 582 (1,360)
Retained earnings / (loss) 13,462 5,819 14,579
------------ ------------ --------
Capital and reserves attributable
to the owners of:
Fluormin Plc 20,298 15,545 22,323
Non-controlling interests - - 45
Total equity 20,298 15,545 22,368
============ ============ ========
Consolidated statement of changes in equity
For the six months ended 31 December 2012
Attributable to owners
of Fluormin Plc
-------------------------------------------
Share Share Retained Non-controlling Total
capital premium Reserves earnings Total interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at
1 July 2012 8,380 724 (1,360) 14,579 22,323 45 22,368
Loss for the
period - - - (1,302) (1,302) - (1,302)
Foreign exchange - - (768) - (768) - (768)
Total comprehensive
loss for the
period - - (768) (1,302) (2,070) - (2,070)
--------- --------- --------- ---------- -------- ---------------- --------
Options lapsed
or
cancelled - - (140) 140 - - -
Change in non-controlling
interest - - - 45 45 (45) -
Balance as at
31 December 2012 8,380 724 (2,268) 13,462 20,298 - 20,298
--------- --------- --------- ---------- -------- ---------------- --------
For the six months ended 31 December 2011
Attributable to owners
of Fluormin Plc
-------------------------------------------
Share Share Retained Non-controlling Total
capital premium Reserves earnings Total interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at
1 July 2011 3,805 12,199 862 (10,890) 5,976 - 5,976
Loss for the
period - - - (4,323) (4,323) - (4,323)
Total comprehensive
loss for the
period - - - (15,213) (15,213) - (15,213)
--------- --------- --------- ---------- --------- ---------------- ---------
Issue of equity
share
capital 4,559 9,613 - - 14,172 - 14,172
Cancellation
of share
premium account - (21,032) - 21,032 - - -
Options lapsed
or
cancelled - - (280) - (280) - (280)
Balance as at
31 December 2012 8,364 780 582 5,819 15,545 - 15,545
--------- --------- --------- ---------- --------- ---------------- ---------
Consolidated statement of cash flows
For the six months ended 31 December 2012
Un-audited Un-audited Audited
6 months 6 months 12 months
ended 31 ended 31 ended
December December 30 June
2012 2011 2012
GBP'000 GBP'000 GBP'000
Operating activities
Loss before tax from continuing
operations (3,399) (10,652) (4,155)
Profit from discontinued operations 2,195 - -
Interest income (27) - (184)
Profit on sale of affiliated company - - (7,101)
Profit on sale of property, plant
and equipment (7) - (726)
Gain on acquisition of debentures - - (1,222)
Fair value gain on restricted investments (16) - (29)
Fair value gain on investment - - (80)
Depreciation charge 591 579 1,160
Impairment charge - 8,434 8,163
Share option charge - (280) 126
Share in loss of joint venture - 164 314
Finance costs 47 - 296
Sale of subsidiary - 6,329 -
Net foreign exchange movement 266 (218) (392)
Operating (loss)/profit before
working capital changes (350) 4,356 (3,830)
Increase in inventories (682) - (92)
Decrease/(increase) in receivables 627 (1,160) 405
(Increase) in loans to affiliated
companies - (755) -
Increase in loan taken by subsidiary - 1,539 -
(Decrease)/increase in trade and
other payables (1,579) 1,322 220
Decrease in provisions (1,703) - (391)
Net cash generated (used in)/from
operating activities before taxation (3,687) 5,302 (3,688)
Taxation - - 310
---------- ----------------- ----------
Net cash generated (used in)/from
operating activities after taxation (3,687) 5,302 (3,378)
Investing activities
Payments to acquire subsidiary
undertaking,
net of cash acquired - - (3,865)
Payments for property, plant and
equipment (179) - (1,220)
Payments for restricted investments (76) - (1,114)
Loans to related parties - - (886)
Proceeds from sale of subsidiary
undertaking - - 6,329
Proceeds from sale of property,
plant and equipment 22 - 556
Proceeds from sale of investment
property 42 - 64
Proceeds from sale of investments 4,058 - 4,166
Proceeds from sale of restricted
investments 343 - -
Repayment of loans by related parties - - 341
Dividends received - - 577
Trade investments made - (2,992) -
Interest received 27 22 184
---------- ----------------- ----------
Net cash from/(used in) investing
activities 4,237 (2,970) 5,132
Consolidated statement of cash
flows(continued)
For the six months ended 31 December
2012
Un-audited Un-audited Audited
6 months 6 months 12 months
ended 31 ended 31 ended
December December 30 June
2012 2011 2012
GBP'000 GBP'000 GBP'000
Financing activities
Proceeds on issue of share capital - 4,585 4,586
Share issue costs - - (14)
Repay borrowings (162) - -
Interest paid (16) - (164)
Net cash (used in)/from financing
activities (178) 4,585 4,408
Net increase in cash and cash equivalents 372 6,917 6,162
Cash and cash equivalents at the
beginning
of the period 7,666 1,280 1,280
Effects of exchange rate changes
on cash and
cash equivalents (115) - 224
Cash and cash equivalents at the
end
of the period 7,923 8,197 7,666
----- ------------------- -----
Notes to the condensed consolidated interim financial statements
1. Statement of Compliance
The condensed consolidated interim financial statements for the
six months ended 31 December 2012 has been prepared using
accounting policies consistent with International Financial
Reporting Standards ("IFRS") as adopted by the European Union.
The financial figures included in this interim report do not
contain sufficient information to constitute an interim financial
report as that term is defined in IAS 34.
The condensed consolidated interim financial information is
un-audited and does not constitute statutory accounts as defined in
section 434 of the Companies Act 2006. The statutory accounts for
the year ended 30 June 2012, which were prepared under IFRS as
adopted by the European Union, have been delivered to the Registrar
of Companies. The report of the auditors on those accounts was
unqualified, did not contain an emphasis of matter paragraph and
did not contain any statement under S498(2) or S498(3) of the
Companies Act 2006.
There is no material seasonality associated with the Group's
activities.
2. Accounting Policies
The interim financial information has been prepared using
accounting policies consistent with IFRS as adopted by the European
Union, as set out in the last annual report to 30 June 2012.
The International Accounting Standards Board has issued a number
of international financial reporting standards which are effective
for future accounting periods of the Group. The Directors do not
anticipate that the adoption of any of these would have a material
impact on the financial statements.
3. Dividends
No dividends were paid or proposed in the 6 months ended 31
December 2012 (for year ended 30 June 2012: GBPNil).
4. Operating Segments
Management has determined the operating segments by considering
the segment information that is reported internally to the chief
operating decision maker, the Board of Directors. For management
purposes, the Group is currently organised into three geographical
operating divisions, being:
1. South Africa (relating to the Sallies Limited Group of companies);
2. United Kingdom (relating to the Group's investment and administrative function); and
3. Non-operating subsidiaries.
For the year ended 30 June 2012, the Group had four geographical
operating divisions, which included Tunisia in addition to the
above. However, as disclosed in the Annual Report for the year
ended 30 June 2012, the Group disposed of its Tunisian assets as at
31 August 2011.
Segment operating profit/(loss) and profit/(loss) for the period
by geography are reconciled to entity operating profit/(loss) and
entity profit/(loss) for the period as follows:
Segment operating loss from continuing operations:
Un-audited Un-audited Audited
6 months 6 months 12 months
ended 31 ended 31 ended
December December 30 June
2012 2011 2012
GBP'000 GBP'000 GBP'000
South Africa (2,628) (576) (16,941)
United Kingdom (1,672) (9,647) 2,239
Tunisia (4) (24) (2)
Non-operating subsidiaries 384 - 7,868
Consolidation adjustments 518 120 (6,051)
(3,402) (10,127) (12,887)
---------- ---------- ----------
Segment total assets:
Un-audited Un-audited Audited
6 months 6 months 12 months
ended 31 ended 31 ended
December December 30 June
2012 2011 2012
GBP'000 GBP'000 GBP'000
South Africa 12,985 14,758 14,072
United Kingdom 22,980 11,612 20,286
Tunisia 29 25 29
Non-operating subsidiaries 29,014 - 26,267
Consolidation adjustments (41,172) (2,002) (31,300)
23,836 24,393 29,354
---------- ---------- ----------
5. Discontinued operations
In September 2012 Sallies Limited ("Sallies") and Buffalo
Fluorspar (Pty) Ltd ("Buffalo") entered into a settlement and
rental agreement for R10 million whereupon the property and plant
located at the Buffelsfontein farm in South Africa were transferred
and released by Sallies and Buffalo to a third-party transferee.
This agreement also settles all matters between Sallies, Buffalo
and the transferee. In November 2012 Sallies further entered into a
sale agreement for the transfer of the entire issued share capital
of Buffalo to the same third-party transferee for nominal
consideration, this transfer is expected to complete before
mid-2013.
The assets and liabilities of Buffalo have been classified as
held for sale in the consolidated statement of financial
position.
Un-audited
6 months
ended 31
December
2012
GBP'000
Profit from discontinued operations:
Rental income 741
Reversal of environmental rehabilitation
provision 1,508
Administrative expenses (20)
Loss on disposal of stock (43)
Other 9
2,195
----------
Liabilities classified as held
for sale
Trade and other payables 1
1
----------
The Company has determined that it no longer has a present
obligation for the rehabilitation of the Buffalo mining area at the
reporting date and as a consequence has reversed the provision
accordingly.
6. Taxation
No liability in respect of income tax has arisen during the
period. The deferred tax asset in respect to brought forward losses
has not been recognised in the accounts as there is not sufficient
evidence that there will be taxable profits in the near future
against which the deductible temporary differences can be utilised
within the meaning of IAS 12.
7. Earnings per ordinary share (basic and diluted)
The calculation of the basic loss per share attributable to the
ordinary equity holders of the parent has been calculated on the
net loss after tax of GBP1,302k for continuing and discontinued
operations (2011: GBP4,323k), with a loss of GBP3,497k being
attributed to continuing operations and a profit of GBP2,195k being
attributed to discontinued operations. The weighted average number
of ordinary shares used was 55,865,722 (2011: 54,170,013). All
share options in issue decrease the loss per share for the period,
and as such are deemed anti-dilutive for continuing operations.
8. Ordinary Share Capital
No shares have been issued by the Company during the six month
period ended 31 December 2012.
As at 31 December 2012 the Company had 55,865,722 ordinary
shares of GBP0.15 each with a nominal value of GBP8,380k. The
Company has one class of ordinary share, which carry no right to
fixed income.
9. Reserves
(i) Share option reserve
Un-audited Un-audited Audited
6 months 6 months 12 months
Ended Ended ended
31 December 31 December 30 June
2012 2011 2012
GBP'000 GBP'000 GBP'000
Balance as at 1 July 2012
/ 2011 580 862 862
Share based payment expense - - 126
Reduction in provision
required for
options cancelled or lapsed (140) (280) (408)
------------- ------------- -----------
Balance as at
31 December 2012/2011 and
30 June 2012 440 582 580
------------- ------------- -----------
This reserve relates to the fair value of the options granted
which has been charged to the income statement over the vesting
period of the options and related taxation recognised in
equity.
(ii) Foreign currency translation reserve
Un-audited Un-audited Audited
6 months 6 months 12 months
Ended Ended ended
31 December 31 December 30 June
2012 2011 2012
GBP'000 GBP'000 GBP'000
Balance as at 1 July 2012
/ 2011 (1,497) - -
Currency translation differences
arising during the period (768) - (1,497)
------------- ------------- -----------
Balance as at
31 December 2012/2011 and
30 June 2012 (2,265) - (1,497)
------------- ------------- -----------
Exchange differences arising on translation of the foreign
controlled entity are recognised in other comprehensive income and
accumulated in a separate reserve within equity. The cumulative
amount is reclassified to profit or loss when the net investment is
disposed of.
(iii) Merger reserve
Un-audited Un-audited Audited
6 months 6 months 12 months
Ended Ended ended
31 December 31 December 30 June
2012 2011 2012
GBP'000 GBP'000 GBP'000
Balance as at 1 July 2012
/ 2011 (443) - -
Added on acquisition of
subsidiary - - (443)
------------- ------------- -----------
Balance as at
31 December 2012/2011 and
30 June 2012 (443) - (443)
------------- ------------- -----------
Total reserves (2,268) 582 (1,360)
======== ==== ========
10. Availability of report
Copies of this report are available from the Company's business
address at 83 Baker Street, London, W1U 6AG.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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