TIDMPALM

RNS Number : 2450P

Asian Plantations Limited

30 September 2013

30 September 2013

Asian Plantations Ltd

("APL" or the "Company")

Interim Results for the Six Months ended 30 June 2013

Asian Plantations Limited (LSE: PALM), a palm oil plantation company with operations in Malaysia, is pleased to announce its unaudited results for the six month period ended 30 June 2013.

Highlights

-- US$963,000 of revenue reported (2012: US$1,186,000), a decrease of 18%, based on production and sale of 7,460 tonnes of fresh fruit bunches ("FFB"), 2012: 6,065 tonnes of FFB. Despite rising volumes, the decrease in revenue is attributable to: (i) lower international crude palm oil ("CPO") pricing; (ii) unfavourable exchange rate movements; and (iii) a delay in issuance of regulatory approvals to process third party FFB. The necessary local approvals were subsequently received in June 2013 and the Company's processing of third party FFB has grown strongly from 7,919 tonnes in July 2013 to 16,271 tonnes PCM in August 2013and has exceeded 23,000 tonnes for the month of September 2013.

-- Total assets have increased to US$198.9 m.

-- The Company expects to sell in excess of 26,000 tonnes of CPO and approximately 5,000 tonnes of palm kernel ("PK") in the second half of 2013.

Post-Balance Sheet Events

-- Issuance of final two tranches of the convertible bond totaling US$10,000,000 to OCBC Bank on 14 and 23 August 2013. Terms remain unchanged from those previously announced and the total US$15,000,000 convertible bond has an effective conversion price of 285 pence per share based on current exchange rates.

-- Completion of the Company's final land acquisition of 3,852 hectares, Grand Performance Sdn Bhd, on 21 August 2013.

-END-

For further information contact:

 
 Asian Plantations Limited 
  Graeme Brown, Co-Founder & Joint Chief       Tel: +65 6325 0970 
  Executive Officer 
  Dennis Melka, Co-Founder & Joint Chief 
  Executive Officer 
 Strand Hanson Limited 
  James Harris                               Tel: +44 (0) 20 7409 
  James Spinney                                              3494 
  Macquarie Capital (Europe) Limited 
   Steve Baldwin                                 Tel: +44 (0) 203 
   Dan Iacopetti                                         037 2000 
  Panmure Gordon (UK) Limited 
   Tom Nicholson                               Tel: +65 6824 8204 
   Callum Stewart                            Tel: +44 (0) 20 7459 
                                                             3600 
 Bankside Consultants 
  Simon Rothschild                           Tel: +44 (0) 20 7367 
                                                             8871 
 

Unaudited Interim Condensed Consolidated Income Statement

for the six-month period ended 30 June 2013

 
                                Note   Six Months   Six Months 
                                          Ended        Ended 
                                        30.6.2013    30.6.2012 
                                        USD'000      USD'000 
                                       Unaudited    Unaudited 
 
 Revenue                           6          963        1,186 
 
 Cost of sales                     7      (3,444)        (515) 
 
 
 Gross (loss)/profit                      (2,481)          671 
 
 Other operating income            8          674          279 
 Administrative expenses           9      (1,774)      (2,761) 
 Other operating expenses         10        (709)      (1,009) 
 
 Operating loss                           (4,290)      (2,820) 
 
 Finance costs                    11      (3,622)      (1,528) 
 
 
 Loss before tax                          (7,912)      (4,348) 
 
 Income tax benefit               12          991          104 
 
 
 Loss for the period                      (6,921)      (4,244) 
 
 
 
 Attributable to : 
 Owners of the Company                    (6,920)      (4,244) 
 Non-controlling interests                    (1)           -* 
 
 
                                          (6,921)      (4,244) 
 
 
 Loss per share attributable 
  to owners of the Company 
  (cents per share) 
 
 Basic                            13      (14.86)       (9.18) 
 
 
 
 Diluted     13   (14.86)   (9.18) 
 
 

* Amount less than USD1,000

Unaudited Interim Condensed Consolidated Statement of Comprehensive Income

for the six-month period ended 30 June 2013

 
                                                                 Six Months    Six Months 
                                                                    Ended         Ended 
                                                                  30.6.2013     30.6.2012 
                                                                  USD'000       USD'000 
                                                                 Unaudited     Unaudited 
 
 Loss for the period                                                (6,921)       (4,244) 
 
 Other comprehensive income 
 Items that may be reclassified subsequently 
  to profit or loss: 
 Foreign currency translation adjustments                           (2,066)           (2) 
 
 
 Total comprehensive income for the 
  period, net of tax                                                (8,987)       (4,246) 
 
 
 Attributable to: 
 
 Owners of the Company                                              (8,986)       (4,246) 
 Non-controlling interests                                              (1)            -* 
 
 
                                                                    (8,987)       (4,246) 
 
 
 

* Amount less than USD1,000

Unaudited Interim Condensed Consolidated Statement of Financial Position as at 30 June 2013

 
                                                       Note       30.6.2013       31.12.2012 
                                                                   USD'000         USD'000 
                                                                  Unaudited        Audited 
 
 ASSETS 
 Non-current assets 
 Deferred tax assets                                                    549              178 
 Property, plant and equipment                           14          61,903           53,227 
 Biological assets                                       15          59,794           55,287 
 Land use rights                                         16          50,988           53,517 
 Goodwill on consolidation                                            7,330            7,619 
 
 
                                                                    180,564          169,828 
 
 
 Current assets 
 Inventories                                             17           2,491            1,724 
 Trade and other receivables                                          6,839            6,714 
 Income tax recoverable                                                 116               99 
 Prepayments                                                          1,894            2,308 
 Cash and bank balances                                               6,997           15,785 
 
 
                                                                     18,337           26,630 
 
 
 Total assets                                                       198,901          196,458 
 
 
 
 EQUITY AND LIABILITIES 
 Equity 
 Issued capital                                         18           89,731           88,594 
 Accumulated losses                                                (30,565)         (23,645) 
 Other reserves                                         19         (10,709)          (7,916) 
 
 
 Equity attributable to owners 
  of the Company                                                     48,457           57,033 
 
 Non-controlling interests                                              (4)              (3) 
 
 
 Total equity                                                        48,453           57,030 
 
 
 
 Non-current liabilities 
 Loans and borrowings                                    20         125,201          102,709 
 Convertible bonds                                       21           6,577            1,995 
 Deferred tax liabilities                                             5,689            6,556 
 
 
                                                                    137,467          111,260 
 
 
 
 Current liabilities 
 Trade and other payables                                             8,412            6,810 
 Other current financial liabilities                                  1,096            2,464 
 Income tax payable                                                      31                - 
 Loans and borrowings                                    20           3,331           18,764 
  Derivative financial instruments                       21             111              130 
 
 
                                                                     12,981           28,168 
 
 
 Total liabilities                                                  150,448          139,428 
 
 
 Total equity and liabilities                                       198,901          196,458 
 

Unaudited Interim Condensed Consolidated Statement of Changes in Equity

for the six-month period ended 30 June 2013

 
                                                     Attributable to the owners 
                                                            of the Company 
                                              ----------------------------------------- 
                                               Share      Other    Accumulated           Non-controlling 
                                               capital   reserves     losses     Total      interests     Total equity 
                                              USD'000    USD'000     USD'000    USD'000      USD'000        USD'000 
 
For the six months ended 30.6.2013 
 
Unaudited 
At 1 January 2013                               88,594    (7,916)     (23,645)   57,033              (3)        57,030 
 
 
Loss for the period                                  -          -      (6,920)  (6,920)              (1)       (6,921) 
 
Other comprehensive income 
Foreign currency translation adjustments             -    (2,066)            -  (2,066)                -       (2,066) 
 
 
Total comprehensive income for the period            -    (2,066)      (6,920)  (8,986)              (1)       (8,987) 
 
Issuance of ordinary shares pursuant to 
 share-based 
 payment plans                                   1,137          -            -    1,137                -         1,137 
 
Share-based payment transactions (Note 23)           -      (727)            -    (727)                -         (727) 
 
 
At 30 June 2013                                 89,731   (10,709)     (30,565)   48,457              (4)        48,453 
 
 
 
 
 
                                                     Attributable to the owners 
                                                            of the Company 
                                              ----------------------------------------- 
                                               Share      Other    Accumulated           Non-controlling 
                                               capital   reserves     losses     Total      interests     Total equity 
                                              USD'000    USD'000     USD'000    USD'000      USD'000        USD'000 
 
For the six months ended 30.6.2012 
 
Unaudited 
At 1 January 2012                               87,321   (11,430)     (16,769)   59,122                -        59,122 
 
 
Loss for the period                                  -          -      (4,244)  (4,244)                -       (4,244) 
 
Other comprehensive income 
Foreign currency translation adjustments             -        (2)            -      (2)                -           (2) 
 
 
Total comprehensive income for the period            -        (2)      (4,244)  (4,246)                -       (4,246) 
 
Issuance of ordinary shares pursuant to 
 share-based 
 payment plans                                      97       (67)            -       30                -            30 
 
Share-based payment transactions (Note 23)           -      1,032            -    1,032                -         1,032 
 
Issuance of ordinary shares pursuant to 
 conversion 
 of convertible bond                             1,176          -            -    1,176                -         1,176 
 
Dilution of interest in a subsidiary                 -          -            2        2              (2)             - 
 
 
At 30 June 2012                                 88,594   (10,467)     (21,011)   57,116              (2)        57,114 
 
 

Unaudited Interim Condensed Consolidated Statement of Cash Flows

for the six-month period ended 30 June 2013

 
                                                                    Six Months      Six Months 
                                                                       Ended           Ended 
                                                                     30.6.2013       30.6.2012 
                                                                     USD'000          USD'000 
                                                                    Unaudited        Unaudited 
 
Operating activities 
Loss before tax                                                        (7,912)             (4,348) 
 
Non-cash adjustment to reconcile loss before 
 tax to 
 net cash flows: 
     Amortisation of land use rights                                       513                 544 
     Depreciation of property, plant and equipment                         539                  82 
     (Gain)/loss on disposal of property, plant and 
      equipment                                                            (6)                   1 
     Gain arising from changes in fair value of convertible 
      bonds                                                              (420)               (162) 
     Interest income                                                     (232)               (106) 
     Interest expense                                                    3,622               1,528 
     Unrealised loss/(gain) on foreign exchange                            168                (75) 
     Share-based payment transaction expense                                30                 951 
 
Working capital adjustments: 
     Increase in inventories                                             (832)               (282) 
     Increase in trade and other receivables and prepayments              (48)             (2,361) 
     Increase in trade and other payables                                  585               1,742 
 
 
                                                                       (3,993)             (2,486) 
 
 Income taxes paid, net of refund                                         (20)                 (8) 
 Interest received                                                         232                 106 
 Interest paid                                                         (3,066)             (1,356) 
 
 
Net cash flows used in operating activities                            (6,847)             (3,744) 
 
 
Investing activities 
 
 Proceeds from disposal of property, plant and 
  equipment                                                                  6                  20 
 Purchase of property, plant and equipment                            (11,884)            (13,012) 
 Additions to land use rights                                                -            (19,784) 
 Additions to biological assets                                        (5,869)            (20,933) 
 
 
Net cash flows used in investing activities                           (17,747)            (53,709) 
 
 
 
 Financing activities 
 
 Proceeds from issuance of ordinary shares                                 311                  30 
 Proceeds from issuance of convertible 
  bond                                                                   4,897                   - 
 Issuance expense on liability component 
  of convertible bond                                                    (522)                   - 
 Repayment of short term revolving credit                              (1,888)                   - 
 Repayment of term loan                                               (39,705)                 (3) 
 Proceeds from term loans                                                3,557              32,727 
 Proceeds from Bank Guaranteed Medium 
  Term Notes Programme                                                  48,192              30,414 
 Repayment of finance lease liabilities                                  (257)               (162) 
 Short-deposits pledged for a banking 
  facility and supply of goods                                              79               (784) 
 
 
 Net cash flows from financing activities                               14,664              62,222 
 
 
 Net (decrease)/increase in cash and cash 
  equivalents                                                          (9,930)               4,769 
 Net foreign exchange difference                                             8               1,311 
 Cash and cash equivalents at 1 January                                 14,188              27,474 
 
 
 Cash and cash equivalents at 30 June 
  (Note 22)                                                              4,266              33,554 
 
 
 

Notes to the Unaudited Interim Condensed Consolidated Financial Statements - 30 June 2013

   1.         Corporate information 

The interim condensed consolidated financial statements for the six months ended 30 June 2013 were authorised for issue in accordance with a resolution of the directors on 30 September 2013.

Asian Plantations Limited (the "Company") is a limited liability company incorporated and domiciled in the Republic of Singapore and listed on the Alternative Investment Market ("AIM") of the London Stock Exchange.

The registered office of the Company is located at No.14 Ann Siang Road, #02-01, Singapore 069694.

The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries are development of oil palm plantation and operating of an oil palm mill.

   2.         Basis of preparation and changes to the Group's accounting policies 

Basis of preparation

The interim condensed consolidated financial statements for the six months ended 30 June 2013 have been prepared in accordance with IAS 34 Interim Financial Reporting.

The interim condensed consolidated financial statements are unaudited and do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2012.

The financial statements are presented in United States Dollars ("USD") to facilitate the comparison of financial results with companies in the oil-palm industry and all values are rounded to the nearest thousand ("USD'000") except when otherwise indicated.

New standards, interpretations and amendments thereof, adopted by the Group

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2012, except for the adoption of new standards and interpretations effective as of 1 January 2013.

The nature and the impact of the new standard/amendment is described below:

IAS 1 Presentation of Items of Other Comprehensive Income - Amendments to IAS 1

The amendments to IAS 1 introduce a grouping of items presented in other comprehensive income (OCI). Items that could be reclassified (or recycled) to profit or loss at a future point in time (e.g., net gain on hedge of net investment, exchange differences on translation of foreign operations, net movement on cash flow hedges and net loss or gain on available-for sale financial assets) now have to be presented separately from items that will never be reclassified (e.g., actuarial gains and losses on defined benefit plans and revaluation of land and buildings). The amendment affected presentation only and had no impact on the Group's financial position or performance.

   3.         Significant accounting judgements and estimates 

The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future periods.

   3.1       Judgements made in applying accounting policies 

In the process of applying the Group's accounting policies, management has made the following judgements, apart from those involving estimations, which has the most significant effect on the amounts recognised in the consolidated financial statements:

Fair value of biological assets (nursery)

The biological assets are stated at fair value. Management made the judgement that cost approximates fair value of the biological asset for nursery because little biological transformation has taken place since its initial cost incurrence. The carrying amount of nursery as at 30 June 2013 was USD1,729,000 (31 December 2012: USD1,742,000).

   3.2       Estimates and assumptions 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

   (a)        Useful lives of property, plant and equipment 

There are no changes to the estimated economic useful life of property, plant and equipment of within 5 to 60 years.

   (b)        Impairment of goodwill 

An impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The value in use calculation is based on a discounted cash flow model. The cash flows are derived from projected net cash flows over a period of 25 productive years of oil palms from financial budgets approved by management and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset's performance of the cash generating unit being tested. Based on management's analysis, goodwill is not impaired as at 30 June 2013.

   3.2       Estimates and assumptions (cont'd) 
   (c)        Taxes 

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective company's domicile.

The carrying amount of income tax recoverable and income tax payable at 30 June 2013 was USD116,000 (31 December 2012: USD99,000) and USD31,000 (31 December 2012: Nil), respectively.

Deferred tax assets are recognised for all unused tax losses, unabsorbed capital and agricultural allowances to the extent that it is probable that taxable profit will be available against which the losses, unabsorbed capital and agricultural allowances can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

   4.         Seasonality of operations 

The Group's plantation operations are affected by seasonal crop production, weather conditions and fluctuating commodity prices. As a result, the comparison of half-year to half-year results may not be a good indicator of the overall trend of the Group's plantation operations or of the results for the whole of the financial period.

   5.         Segment information 

The following tables present revenue and profit information about the Group's operating segments for the six months ended 30 June 2013 and 2012, respectively:

 
                                        Oil palm 
 Six months ended       Plantation       milling   Investment                          Adjustments 
  30 June 2013          activities    activities      holding   Total segments    and eliminations   Consolidated 
 Unaudited                 USD'000       USD'000      USD'000          USD'000             USD'000        USD'000 
 
 Revenue 
 External customers            824           139            -              963                   -            963 
 Inter-segment                 419             -            -              419               (419)              - 
 
 
 Total revenue               1,243           139            -            1,382               (419)            963 
 
 
 Results 
 
 Segment loss              (5,230)         (421)      (1,222)          (6,873)                   -        (6,873) 
 
 
 

Inter-segment revenues of USD419,000 are eliminated on consolidation

 
                                        Oil palm 
 Six months ended       Plantation       milling   Investment                          Adjustments 
  30 June 2012          activities    activities      holding   Total segments    and eliminations   Consolidated 
 Unaudited                 USD'000       USD'000      USD'000          USD'000             USD'000        USD'000 
 
 Revenue 
 External customers          1,186             -            -            1,186                   -          1,186 
 Inter-segment                   -             -            -                -                   -              - 
 
 
 Total revenue               1,186             -            -            1,186                   -          1,186 
 
 
 Results 
 
 Segment loss              (1,196)         (199)      (1,533)          (2,928)                   -        (2,928) 
 
 
 

There is no inter-segment revenue to be eliminated.

The following table presents segment assets and liabilities of the Group's operating segments as at 30 June 2013 and 31 December 2012:

 
                                             Oil palm                                        Adjustments 
                          Plantation          milling       Investment          Total                and 
                          activities       activities          holding       segments       eliminations       Consolidated 
                             USD'000          USD'000          USD'000        USD'000            USD'000            USD'000 
 Segment assets 
 
 30 June 2103 
  (Unaudited)                153,098           31,162           74,491        258,751           (67,845)            190,906 
 
 
 31 December 2012 
  (Audited)                  148,734           30,987           75,988        255,709           (67,147)            188,562 
 
 
 Segment 
 liabilities 
 
 30 June 2013 
  (Unaudited)                127,476           30,061              550        158,087           (67,845)             90,242 
 
 
 31 December 2012 
  (Audited)                  117,777           29,594            1,020        148,391           (67,147)             81,244 
 
 

Adjustments and eliminations

Interest income, certain finance costs and gain arising from changes in fair value of embedded derivative of the convertible bonds are not allocated to individual segments as the underlying instruments are managed on a group basis.

Current taxes, deferred taxes, share-based payment transaction expense, goodwill on consolidation and certain liabilities are not allocated to those segments as they are also managed on a group basis.

Capital expenditure consists of additions to property, plant and equipment, biological assets and land use rights.

Inter-segment revenues are eliminated on consolidation.

 
                                           Six Months   Six Months 
                                              Ended        Ended 
                                            30.6.2013    30.6.2012 
                                            USD'000      USD'000 
                                           Unaudited    Unaudited 
 
 Reconciliation of loss before tax 
 
 Segment loss                                 (6,873)      (2,928) 
  Interest income                                 232          102 
  Interest expense                            (1,689)        (734) 
  Share-based payment transaction                 (2)        (949) 
   Gain arising from changes in fair 
    value of embedded derivative of the 
    convertible bonds                             420          161 
 
 
 Group loss                                   (7,912)      (4,348) 
 
 
 
                                           30.6.2013    31.12.2012 
 Reconciliation of assets                   USD'000      USD'000 
 
 Segment assets                               190,906      188,562 
   Deferred tax assets                            549          178 
   Goodwill arising on consolidation            7,330        7,619 
   Income tax recoverable                         116           99 
 
 
 Total assets                                 198,901      196,458 
 
 
 
 
                                       30.6.2013   31.12.2012 
                                        USD'000     USD'000 
 Reconciliation of liabilities         Unaudited    Audited 
 
 Segment liabilities                      90,242       81,244 
   Deferred tax liabilities                5,689        6,556 
   Loans and borrowings                   47,798       49,503 
   Income tax payable                         31            - 
   Derivative financial instruments          111          130 
   Convertible bonds                       6,577        1,995 
 
 
 Total liabilities                       150,448      139,428 
 
 
   6.         Revenue 

Revenue comprise sale of fresh fruit bunches and crude palm oil.

   7.         Cost of sales 
 
                              Six Months  Six Months 
                                 Ended       Ended 
                               30.6.2013   30.6.2012 
                               USD'000     USD'000 
                              Unaudited   Unaudited 
 
Cost of sales for oil palm: 
Estates                            3,365         515 
Mill                                  79           - 
 
 
                                   3,444         515 
 
 

Included in cost of sales is share-based payment transaction expense of USD27,000 (six months ended 30 June 2012: USD2,000) related to the Company's share option scheme.

   8.         Other operating income 
 
                                       Six Months  Six Months 
                                          Ended       Ended 
                                        30.6.2013   30.6.2012 
                                        USD'000     USD'000 
                                       Unaudited   Unaudited 
 
Short term deposits interest income           232         106 
Sale of seedlings                               -          11 
Gain arising from changes in fair 
 value of embedded derivative of the 
 convertible bonds                            420         162 
Gain on disposal of property, plant 
 and equipment                                  6           - 
Other income                                   16           - 
 
 
                                              674         279 
 
 
   9.         Administrative expenses 

Included in administrative expenses are audit, tax, legal and other professional fees amounting to USD542,000 (six months ended 30 June 2012: USD608,000) and share-based payment transaction expense of USD3,000 (six months ended 30 June 2012: USD949,000) related to the Company's share option scheme.

   10.       Other operating expenses 
 
                                  Six Months  Six Months 
                                     Ended       Ended 
                                   30.6.2013   30.6.2012 
                                   USD'000     USD'000 
                                  Unaudited   Unaudited 
 
Net foreign exchange loss                113         384 
Repair and maintenance                    75          73 
Amortisation of land use rights          513         544 
Cost of seedlings sold                     8           8 
 
 
                                         709       1,009 
 
 
   11.       Finance costs 
 
                                           Six Months  Six Months 
                                              Ended       Ended 
                                            30.6.2013   30.6.2012 
                                            USD'000     USD'000 
                                           Unaudited   Unaudited 
 
Interest expense on loans and borrowings        3,016       1,318 
Interest expense on convertible bonds              88          44 
Accretion of interest on convertible 
 bonds                                            518         166 
 
 
                                                3,622       1,528 
 
 
   12.       Income tax benefit 

The major components of income tax benefit in the interim consolidated income statement are:

 
                                           Six Months  Six Months 
                                              Ended       Ended 
                                            30.6.2013   30.6.2012 
                                            USD'000     USD'000 
                                           Unaudited   Unaudited 
 
Current income tax expense                         32           - 
Deferred income tax expense related 
 to origination and reversal of deferred 
 taxes                                        (1,095)       (156) 
Under provision of deferred tax expense 
 in prior period                                   72          52 
 
 
Total income tax benefit                        (991)       (104) 
 
 
   13.       Loss per share 

Basic loss per share amounts are calculated by dividing loss for the period, net of tax, attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the financial period.

Diluted loss per share amounts are calculated by dividing loss for the period, net of tax, attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the financial period plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. There are no dilutive potential ordinary shares as at period ended 30 June 2013 and 2012.

The following tables reflect the loss and share data used in the computation of basic loss and diluted per share for the periods ended 30 June:

 
                                       Six Months     Six Months 
                                          Ended          Ended 
                                        30.6.2013      30.6.2012 
                                         USD'000        USD'000 
                                        Unaudited      Unaudited 
 
Loss, net of tax, attributable to 
 owners of the Company                      (6,920)        (4,244) 
- 
                                      =============  ============= 
 
                                      No. of shares  No. of shares 
                                          '000           '000 
 
Weighted average number of ordinary 
 shares for basic and diluted loss 
 per share computation*                      46,564         46,252 
- 
                                      =============  ============= 
 

* The weighted average number of ordinary shares takes into account the weighted average effect of changes in ordinary shares transactions during the period.

The potential ordinary shares from unsecured convertible bonds and options granted pursuant to the Company's share option scheme have not been included in the calculation of diluted loss per share because they are anti-dilutive.

   14.       Property, plant and equipment 
 
                           30.6.2013  31.12.2012 
                            USD'000    USD'000 
                           Unaudited   Audited 
 
At 1 January                  53,227      15,600 
Additions                     12,327      38,316 
Disposal                           -        (21) 
Depreciation                 (1,365)     (1,594) 
Exchange differences         (2,286)         926 
 
 
At 30 June / 31 December      61,903      53,227 
 
 
 
 

See Note 25(a) for capital commitments.

Capitalised borrowing costs

The amount of borrowing costs capitalised during the period ended 30 June 2013 was USD1,133,000 (31 December 2012: USD1,208,000).

Depreciation capitalised to biological assets

Depreciation of property, plant and equipment of the Group capitalised to biological assets for the financial period ended 30 June 2013 amounted to USD826,000 (31 December 2012: USD1,343,000).

Assets under construction

Included in property, plant and equipment are assets under construction amounted to USD18,095 (31 December 2012: USD25,328). The construction of the oil palm mill which represented the main asset under construction as at 31 December 2012 was completed in early 2013 and has since commenced milling operations.

   15.       Biological assets 
 
                                    30.6.2013  31.12.2012 
                                     USD'000    USD'000 
                                    Unaudited   Audited 
 
At fair value 
At 1 January                           55,287      22,811 
Additions                               6,781      29,405 
Gain arising from changes in fair 
 value                                      -       1,989 
Exchange differences                  (2,274)       1,082 
 
 
At 30 June / 31 December               59,794      55,287 
 
 
Represented by: 
Mature plantation                      26,401      27,442 
Immature plantation                    31,664      26,103 
Nursery                                 1,729       1,742 
 
 
At 30 June / 31 December               59,794      55,287 
 
 
 

There is no gain or loss arising from changes in fair value less estimated costs to sell during the financial period ended 30 June 2013 (31 December 2012: USD1,989,000) as the Group has adopted the practice of determining the fair value of its biological assets on an annual basis.

 
                      30.6.2013  31.12.2012 
                      Hectares    Hectares 
Planted area: 
Mature plantation         4,448       3,559 
Immature plantation       5,984       4,591 
 
 
Total                    10,432       8,150 
 
 
   16.       Land use rights 
 
                           30.6.2013  31.12.2012 
                            USD'000    USD'000 
                           Unaudited   Audited 
 
At 1 January                  53,517      32,158 
Additions                          -      21,044 
Amortisation charge            (513)       (924) 
Exchange differences         (2,016)       1,239 
 
 
At 30 June / 31 December      50,988      53,517 
 
 

Land use rights of the Group are pledged for banking facilities as disclosed in Note 20.

   17.       Inventories 
 
                 30.6.2013  31.12.2012 
                  USD'000    USD'000 
                 Unaudited   Audited 
 
Crude palm oil         661           - 
Palm kernel            165           - 
Consumables          1,665       1,724 
 
 
                     2,491       1,724 
 
 
   18.       Issued capital 
 
                                       30.6.2013           31.12.2012 
                                   No. of               No. of 
                                    shares               shares 
                                    '000      USD'000    '000    USD'000 
                                  Unaudited  Unaudited  Audited  Audited 
 
At 1 January 2013 / 1 January 
 2012                                46,511     88,594   46,175   87,321 
Issuance during the period/year         250      1,137      336    1,273 
 
 
At 30 June 2013 / 31 December 
 2012                                46,761     89,731   46,511   88,594 
 
                                          -          -        -        - 
 

Issuance of shares

On 17 May 2013, a director exercised 250,000 Initial Options that were granted in accordance with the Company's share option scheme and these shares were subsequently listed on AIM on 22 May 2013.

   19.       Other reserves 

The composition of other components of other reserves is as follows:

 
                                          30.6.2013  31.12.2012 
                                           USD'000    USD'000 
                                          Unaudited     Audited 
 
Merger reserve                             (20,256)    (20,256) 
Foreign currency translation reserve          (330)       1,736 
Share-based payment transaction reserve       9,877      10,604 
 
 
                                           (10,709)     (7,916) 
 
 
   20.       Loans and borrowings 
 
                                    30.6.2013  31.12.2012 
                                     USD'000    USD'000 
                                    Unaudited   Audited 
 
Current 
 
Bank overdraft                          1,864         613 
Short term revolving credit                 -       1,962 
Term loans                                871      15,687 
Obligation under finance leases           596         502 
 
 
                                        3,331      18,764 
 
 
Non-current 
 
Bank Guaranteed Medium Term Notes 
 Programme                             78,998      31,954 
Term loans                             44,603      69,134 
Obligation under finance leases         1,600       1,621 
 
 
                                      125,201     102,709 
 
 
 
Total loans and borrowings            128,532     121,473 
 
 

As at 30 June 2013, the Group has drawn down the second (or final) tranche of the MTN Programme amounting to RM155 million (approximately USD52 million). Of the total proceeds received, RM132.2 million (approximately USD44 million) was used in refinancing of certain loans and borrowings, and the balance for working capital requirements.

The second tranche of the MTN Programme bear coupon rates ranging from 3.9% per annum to 4.3% per annum. Tenure of this tranche is up to 8 years from the date of the first issuance and repayment is to commence 4 years from date of first issue.

Loans and borrowings of the Group are secured either by a charge over the leased assets or leasehold land of the Group in which it has prepaid the rights to use the land as disclosed in Note 16.

   21.       Convertible bonds - Unsecured 
 
                                   30.6.2012  31.12.2012 
Face value           Maturity       USD'000    USD'000 
                                   Unaudited   Audited 
 
USD2.1 million    8 August 2015        2,127    1,995 
USD5.0 million   14 January 2016       4,450      - 
 
 
                                       6,577    1,995 
 
 

On 14 January 2013, the first tranche of the USD15 million convertible unsecured bonds, amounting to USD5 million, was issued to OCBC Capital Investment I Pte. Ltd. The remaining two tranches with balance of USD5 million each was issued on 14 August 2013 and 23 August 2013.

Embedded derivative relating to the conversion option of the convertible bond is recorded as a "fair value through profit or loss" financial instrument with a balance of USD111,000 as at 30 June 2013 (31 December 2012: USD130,000).

   22.       Cash and bank balances 

For the purpose of the interim condensed consolidated statement of cash flows, cash and cash equivalents comprise:

 
                                    30.6.2013  30.6.2012 
                                     USD'000    USD'000 
                                    Unaudited  Unaudited 
 
Cash and short-term deposits            6,997     35,668 
Less: Short-term deposits for the 
 supply of goods                         (64)          - 
Less: Short-term deposits pledged 
 for a banking facility                 (803)      (784) 
 
 
                                        6,130     34,884 
 
Bank overdraft (Note 20)              (1,864)    (1,330) 
 
 
Cash and cash equivalents               4,266     33,554 
 
 
   23.       Share-based payment plans 

There has been no cancellation or modification to the Scheme during the period ended 30 June 2013.

Expense recognised for this equity-settled share-based payment transaction during the financial period amount to USD101,000 (30 June 2012: USD1,032,000), of which USD71,000 (30 June 2012: USD83,000 ) has been capitalised to biological assets.

On 17 May 2013, a director exercised 250,000 Initial Options and the weighted average share price at the date of exercise of this option was USD3.65.

There was no new share options granted during the financial period.

   24.       Fair value of financial instruments 

Fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

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

Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly

Level 3: techniques that use inputs that have a significant effect on the recorded fair value

that are not based on observable market data

As at 30 June, the Group held the following financial instruments carried at fair value in the statements of financial position:

   (a)        Fair value of financial instruments that are carried at fair value 

The Group does not have any financial instruments carried at fair value other than the derivative component of the unquoted convertible bonds. Fair value of the derivative component is valued using a binomial model based on observable data and non-observable data. The non-observable inputs to the model include assumptions regarding the future financial performance of the investee, its risk profile, and economic assumptions regarding the industry and geographical jurisdiction in which the investee operates.

(b) Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value

Trade and other receivables, Cash and bank balances, Trade and other payables, Other liabilities and Loans and borrowings (excluding obligations under finance leases and MTN Programme)

The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values, either due to their short-term nature or they are floating rate instruments that are re-priced to market interest rates on or near the end of the reporting period.

(c) Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are not reasonable approximation of fair value

The fair value of financial assets and liabilities by classes that are not carried at fair value and whose carrying amounts are not reasonable approximation of fair value are as follows:

 
                            Carrying Amount          Fair Value 
                         30.6.2013  31.12.2012  30.6.2013  31.12.2012 
                          USD'000    USD'000     USD'000    USD'000 
                         Unaudited   Audited    Unaudited   Audited 
 
Financial liabilities: 
 - Obligations under 
  finance leases             2,196       2,123      2,080       2,129 
 
 - Convertible bonds         6,577       1,995          *           * 
 
 - Bank Guaranteed 
  Medium Term Notes 
  Programme                 78,998      31,954     79,950      31,938 
 
 

* It is not practicable and cost outweighs benefits to determine the fair value of the unquoted convertible bonds.

   25.       Commitments and contingencies 
   (a)        Capital commitments 

Capital commitments contracted for at the end of the reporting period but not recognised in the financial statements are as follows:

 
                                         30.6.2013  31.12.2012 
                                          USD'000    USD'000 
                                         Unaudited   Audited 
 
Approved and contracted for: 
 
    *    property, plant and equipment       9,726      10,434 
 
Approved and not contracted 
 for: 
 
    *    property, plant and equipment      11,668      19,970 
 
    *    biological assets                   6,873      10,162 
 
 
                                            28,267      40,566 
 
 
 
   (b)        Contingencies 

The Group does not have contingent liabilities as at 30 June 2013 and 31 December 2012.

   (c)        Operating lease commitments 

As lessee

In addition to the land use rights disclosed in Note 16, the Group has no other operating leases.

   (d)        Finance leases 

As lessee

The Group has finance leases for certain property, plant and equipment. These leases have terms of renewal but no purchase options and escalation clauses. Renewals are at the option of the specific entity that holds the lease.

Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are as follows:

 
                                        30.6.2013                          31.12.2012 
                                                  Present                             Present 
                                                  value of                            value of 
                                Minimum           minimum           Minimum           minimum 
                             lease payments    lease payments    lease payments    lease payments 
                                USD'000           USD'000           USD'000           USD'000 
                               Unaudited         Unaudited          Audited           Audited 
 
Not later than 
 one year                               690               596               622               502 
Later than one 
 year but not more 
 than five years                      1,775             1,600             1,782             1,621 
 
 
Total minimum lease 
 payments                             2,465             2,196             2,404             2,123 
Less: Amount representing 
 finance charges                      (269)                 -             (281)                 - 
 
 
Present value of 
 minimum lease payments               2,196             2,196             2,123             2,123 
 
 
 
   26.       Related party disclosures 

The following are the significant transactions between the Group and related parties (who are not members of the Group) that took place during the financial period ended 30 June 2013 and 30 June 2012 at the terms agreed between the parties, which are conducted at mutually agreed terms between the parties.

 
                                    Six Months  Six Months 
                                       Ended       Ended 
                                    30.6.2013   30.6.2012 
                                     USD'000     USD'000 
                                    Unaudited   Unaudited 
 
Transactions with related parties 
   - Rental expenses                        29          14 
  - Administrative costs charged            88          79 
 
 
                                           117          93 
 
 
 
                                    30.6.2013   31.12.2012 
                                     USD'000       USD'000 
                                    Unaudited      Audited 
 
Amount due from related parties              1           2 
 
 
Amount due to related parties              150          42 
 
 

Amount due from/(to) related parties are non-trade related, unsecured, non-interest bearing and are repayable in cash on demand.

Related parties represent companies in which certain directors of the Group have financial interest and are also directors of these companies.

Compensation of key management personnel

 
                                       Six Months  Six Months 
                                          Ended       Ended 
                                       30.6.2013   30.6.2012 
                                        USD'000     USD'000 
                                       Unaudited   Unaudited 
 
Directors' salaries                           241         238 
Directors' fees                                95          93 
Short term employee benefits                  174         181 
Contribution to defined contribution 
 plans                                         22          30 
Share-based payment transactions 
 (Note 23)                                     38         982 
 
 
                                              570       1,524 
 
 
 

Compensation of key management personnel (cont'd)

 
                                        Six Months  Six Months 
                                           Ended       Ended 
                                        30.6.2013   30.6.2012 
                                         USD'000     USD'000 
                                        Unaudited   Unaudited 
 
Compensation comprise 
Amounts paid to: 
  - Directors of the Company                   333         328 
  - Directors of a subsidiary company            3           3 
  - Other key management personnel             196         211 
 
 
                                               532         542 
 
 
Share-based payment transactions 
 expense: 
  - Directors of the Company                     -         947 
  - Other key management personnel              38          35 
 
 
                                                38         982 
 
 
                                               570       1,524 
 
 

The amounts disclosed above are the amounts recognised as an expense during the reporting period related to key management personnel.

   27.       Events after the reporting period 

On 21 August 2013, the Group completed the acquisition of 100% equity interest in Grand Performance Sdn. Bhd. at the purchase price of RM24.7 million (approximately USD7.5 million). This new subsidiary owns 3,852 hectares of land suitable for oil palm development.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR URORROUAKOAR

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