19 January 2015
Ferrexpo plc
("Ferrexpo", the "Group" or the "Company")
Unaudited Nine Month Results to 30 September 2014
Ferrexpo today announces key unaudited financial information as of and for the nine months ended 30 September 2014. The Company is releasing this information in connection with the announcement by Ferrexpo Finance Plc of an exchange offer for its US$500,000,000 7.875 per cent. Guaranteed Notes due 2016 and the commencement of the exchange offer period.
Michael Abrahams, Chairman of Ferrexpo commented:
"These good operating results highlight our resilient business model. We continue to benefit from increased production of high quality product which receives a price premium, and lower costs, driven by production efficiencies as a result of the investments we have made over the last four years combined with the fall in the value of the Hryvnia."
Highlights for the unaudited nine months ended 30 September 2014 are presented below:
Financial
§ Turnover of US$1,079 million (9M 2013: US$1,109 million)
§ Net profit before taxation of US$199 million (9M 2013: US$211 million)
§ EBITDA of US$404 million (9M 2013: US$346 million)
§ Group consolidated shareholder equity as of 30 September 2014 of US$954 million (30 September 2013 : US$1,648 million)
§ Net financial indebtedness as of 30 September 2014 US$712 million (30 September 2013: US$677 million)
§ Cash and cash equivalents of US$608 million as of 30 September 2014 (30 September 2013: US$339 million)
One off Impacts
§ US$56 million non-cash increase in EBITDA from the revaluation of US dollar receivables at the Group's Ukrainian subsidiaries
§ US$82 million impairment of Ferrous Resources reflecting the iron ore market environment
Sales and Marketing
§ Average Platts China CFR 62% Fe iron ore price was US$104 per tonne for 9M 2014 (9M 2013: US$136 per tonne)
§ Sales volumes were 8.3 million tonnes of pellets (9M 2013: 7.6 million tonnes of pellets)
§ Ferrexpo's DAF/FOB realized price 15% lower on average in 9M 2014 compared to 9M 2013. Benchmark iron ore price 23% lower on average in 9M 2014 compared to 9M 2013
Operations
§ Most regrettably there was one fatality during the period at the Group's operations
§ 9M 2014 total pellet production 8.3 million tonnes (9M 2013: 8.0 million tonnes)
§ Production of 65% Fe pellets increased 10% to 4.1 million tonnes (9M 2013: 3.7 million tonnes)
§ 9M 2014 average C1 cost per tonne US$47.1 (9M 2013: US$60.1 per tonne)
§ Lower costs driven by the depreciation of the Hryvnia, increased volume, improved efficiency, lower cost FYM ore and reduced commodity prices
Capital Investment
§ 9M 2014 capital investment US$191 million (9M 2013: US$214 million)
§ Growth projects substantially complete at 31 December 2014 to increase output to 12 million tonnes per year and produce mostly 65% Fe pellets
§ FYM concentrator project on hold
VAT / Prepaid Corporate Profit Tax
§ Gross VAT receivable in Ukraine of US$66 million as of 30 September 2014 (US$302 million as of 30 September 2013; US$ 318 million as of 31 December 2013)
§ Fair value of VAT bonds held at 30 September 2014 of US$72 million (30 September 2013: nil)
§ VAT balance as of 30 September 2014 reduced by US$149 million since 31 December 2013 due to foreign exchange losses and fair value adjustments to VAT bonds, of which US$115 million was recorded in reserves
§ VAT refunds in respect of the nine-month period to 30 September 2014 subject to prepayment of corporate profit tax
§ Prepaid corporate profit tax as of 30 September 2014 totaled US$91 million (as of 30 September 2013: US$90 million; as of 31 December 2013: US$87 million)
4Q 2014 Update
§ Average benchmark iron ore price in 4Q 2014 US$74 per tonne (average 9M 2014: US$104 per tonne)
§ The Group received no VAT refunds in November and December 2014, all remaining VAT bonds sold at fair value
§ 4Q 2014 production of 2.8 million tonnes of pellets (Q4 2013: 2.8 million tonnes of pellets)
§ 4Q 2014 production reduced by 144 thousand tonnes of pellets as a result of power restrictions (4Q 2013: nil)
§ 4Q 2014 capital investment approximately c.US$40 million (Q4 2013: US$64 million)
§ Cash and cash equivalents as of 31 December 2014 c.US$627 million (of which c.US$162 million held in Ukraine)
Key financial information for the nine months ended 30 September 2014 is summarised in the table below
US$ million (unless otherwise stated)
|
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Change |
Year ended 31.12.13 |
Total pellet production (kt) |
8,258 |
8,048 |
3% |
10,813 |
Sales volumes (kt) |
8,257 |
7,582 |
9% |
10,689 |
Revenue |
1,079 |
1,109 |
(3%) |
1,581 |
EBITDA |
404 |
346 |
17% |
506 |
Profit before tax |
199 |
211 |
(6%) |
305 |
Diluted EPS (US cents per share) |
24.77 |
30.09 |
(18%) |
44.69 |
Working capital movements |
(54) |
(86) |
(37%) |
(103) |
Net cash flow from operating activities |
211 |
132 |
60% |
233 |
Capital investment |
191 |
214 |
(11%) |
278 |
Cash and cash equivalents |
608 |
339 |
79% |
390 |
Net debt |
(712) |
(677) |
5% |
(639) |
Net debt to LTM (1) EBITDA |
1.2x |
1.5x |
(20%) |
1.3x |
(1) Last twelve months
For further information contact:
Ferrexpo: |
|
Ingrid McMahon |
+44 207 389 8304
|
Maitland: |
|
Peter Ogden |
+44 207 379 5151 |
Liz Morley |
|
Notes to Editors:
Ferrexpo is a Swiss headquartered iron ore company with assets in Ukraine and transport and sales operations throughout the world. It has been mining and processing high quality iron ore pellets for the global steel industry for over 35 years. Ferrexpo's resource base is one of the largest iron ore deposits in the world. The Group is the 5th largest supplier of pellets to the global steel industry and the largest producer and exporter of pellets from the Former Soviet Union. In 2014, it produced 11 million tonnes of pellets, a 2% increase compared to 2013 and a record for the Company. Ferrexpo has a diversified customer base supplying steel mills in Austria, China, Japan, Germany as well as other European and Asian countries. Ferrexpo is listed on the main market of the London Stock Exchange under the ticker FXPO. For further information, please visit www.ferrexpo.com
Interim Consolidated Income Statement
US$'000 |
Notes |
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Revenue |
4 |
1,078,834 |
1,108,546 |
1,581,385 |
Cost of sales |
3/5 |
(491,378) |
(555,977) |
(773,221) |
Gross profit |
|
587,456 |
552,569 |
808,164 |
Selling and distribution expenses |
|
(239,200) |
(231,894) |
(335,718) |
General and administrative expenses |
6 |
(35,501) |
(38,083) |
(54,839) |
Other income |
|
4,896 |
3,547 |
6,662 |
Other expenses |
|
(36,694) |
(17,186) |
(23,457) |
Operating foreign exchange gains |
7 |
55,891 |
352 |
622 |
Operating profit from continuing operations before adjusted items |
|
336,848 |
269,305 |
401,434 |
Under recovery and write-down of VAT receivable |
13 |
(6,419) |
- |
(36,421) |
Write-offs and impairment losses |
8 |
(83,733) |
(50) |
(854) |
Share of profit from associates |
|
3,295 |
2,903 |
3,551 |
Losses on disposal of property, plant and equipment |
|
(4,389) |
(3,988) |
(8,492) |
Profit before tax and finance |
|
245,602 |
268,170 |
359,218 |
Finance income |
9/13 |
18,360 |
1,698 |
2,372 |
Finance expense |
9 |
(51,431) |
(65,421) |
(65,953) |
Non-operating foreign exchange (losses)/gains |
7 |
(13,603) |
6,114 |
9,755 |
Profit before tax |
|
198,928 |
210,561 |
305,392 |
Income tax expense |
10 |
(48,737) |
(33,690) |
(41,608) |
Profit for the period/year |
|
150,191 |
176,871 |
263,784 |
|
|
|
|
|
Attributable to: |
|
|
|
|
Equity shareholders of Ferrexpo plc |
|
145,322 |
176,380 |
261,984 |
Non-controlling interests |
|
4,869 |
491 |
1,800 |
|
|
150,191 |
176,871 |
263,784 |
|
|
|
|
|
Earnings per share: |
|
|
|
|
Basic (US cents) |
11 |
24.82 |
30.14 |
44.76 |
Diluted (US cents) |
11 |
24.77 |
30.09 |
44.69 |
Interim Consolidated Statement of Comprehensive Income
US$ 000 |
Notes |
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Profit for the period/year |
|
150,191 |
176,871 |
263,784 |
Items that may subsequently be reclassified to profit or loss: |
|
|
|
|
Exchange differences on translating foreign operations |
|
(910,718) |
(212) |
(437) |
Income tax effect |
|
58,085 |
- |
- |
Net losses on available-for-sale financial assets |
|
(102) |
(126) |
(138) |
Income tax effect |
|
18 |
23 |
30 |
Net other comprehensive income to be reclassified to profit or loss in subsequent periods |
|
(852,717) |
(315) |
(545) |
Items that will not be reclassified subsequently to profit or loss: |
|
|
|
|
Remeasurement (losses)/gains on defined benefit pension liability |
|
(2,264) |
259 |
498 |
Income tax effect |
|
267 |
(24) |
(58) |
Net other comprehensive income not being reclassified to profit or loss in subsequent periods |
|
(1,997) |
235 |
440 |
Other comprehensive income for the period/year, net of tax |
|
(854,714) |
(80) |
(105) |
|
|
|
|
|
Total comprehensive income for the period/year, net of tax |
|
(704,523) |
176,791 |
263,679 |
|
|
|
|
|
Total comprehensive income attributable to: |
|
|
|
|
Equity shareholders of Ferrexpo plc |
|
(694,250) |
176,301 |
261,888 |
Non-controlling interests |
|
(10,273) |
490 |
1,791 |
|
|
(704,523) |
176,791 |
263,679 |
Interim Consolidated Statement of Financial Position
US$'000 |
Notes |
As at 30.09.14 |
As at 30.09.13 |
As at 31.12.13 |
|
|
(unaudited) |
(unaudited) |
(audited) |
Assets |
|
|
|
|
Property, plant and equipment |
12 |
1,071,826 |
1,484,440 |
1,533,819 |
Goodwill and other intangible assets |
|
73,564 |
118,908 |
117,086 |
Investments in associates |
|
8,582 |
19,898 |
20,546 |
Available-for-sale financial assets |
20 |
139 |
82,785 |
82,778 |
Inventories |
14 |
69,729 |
27,481 |
58,303 |
Other non-current assets |
|
40,770 |
36,438 |
34,575 |
Income taxes recoverable and prepaid |
10 |
91,320 |
54,242 |
54,242 |
Other taxes recoverable and prepaid |
13 |
- |
141,689 |
78,281 |
Deferred tax assets |
|
30,953 |
37,087 |
37,612 |
Total non-current assets |
|
1,386,883 |
2,002,968 |
2,017,242 |
Inventories |
14 |
144,043 |
200,396 |
180,863 |
Trade and other receivables |
|
93,877 |
90,245 |
102,498 |
Prepayments and other current assets |
|
21,709 |
40,931 |
25,073 |
Income taxes recoverable and prepaid |
10 |
- |
35,848 |
33,233 |
Other taxes recoverable and prepaid |
13 |
67,196 |
126,198 |
182,863 |
Marketable securities |
13/20 |
72,480 |
- |
- |
Cash and cash equivalents |
3/15 |
608,075 |
339,219 |
390,491 |
|
|
1,007,380 |
832,837 |
915,021 |
Assets classified as held for sale |
|
92 |
479 |
106 |
Total current assets |
|
1,007,472 |
833,316 |
915,127 |
Total assets |
|
2,394,355 |
2,836,284 |
2,932,369 |
Equity and liabilities |
|
|
|
|
Share capital |
16 |
121,628 |
121,628 |
121,628 |
Share premium |
|
185,112 |
185,112 |
185,112 |
Other reserves |
16 |
(1,184,534) |
(347,437) |
(347,326) |
Retained earnings |
|
1,819,223 |
1,667,391 |
1,753,200 |
Equity attributable to equity shareholders of the parent |
|
941,429 |
1,626,694 |
1,712,614 |
Non-controlling interest |
|
12,155 |
21,127 |
22,428 |
Total equity |
|
953,584 |
1,647,821 |
1,735,042 |
Interest-bearing loans and borrowings |
3/17 |
1,114,419 |
962,545 |
928,196 |
Defined benefit pension liability |
|
37,520 |
52,597 |
53,154 |
Provision for site restoration |
|
1,904 |
2,571 |
2,871 |
Deferred tax liability |
|
2,012 |
1,531 |
2,031 |
Total non-current liabilities |
|
1,155,855 |
1,019,244 |
986,252 |
Interest-bearing loans and borrowings |
3/17 |
205,440 |
54,059 |
101,043 |
Trade and other payables |
|
28,744 |
50,612 |
50,001 |
Accrued liabilities and deferred income |
|
30,901 |
25,052 |
35,508 |
Income taxes payable |
|
4,051 |
25,766 |
12,554 |
Other taxes payable |
|
15,780 |
13,730 |
11,969 |
Total current liabilities |
|
284,916 |
169,219 |
211,075 |
Total liabilities |
|
1,440,771 |
1,188,463 |
1,197,327 |
Total equity and liabilities |
|
2,394,355 |
2,836,284 |
2,932,369 |
The financial statements were approved by the Board of Directors on the 5 January 2015.
Kostyantin Zhevago |
Christopher Mawe |
Chief Executive Officer |
Chief Financial Officer |
Interim Consolidated Statement of Cash Flows
US$'000 |
Notes |
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Profit before tax |
|
198,928 |
210,561 |
305,392 |
Adjustments for: |
|
|
|
|
Depreciation of property, plant and equipment and amortisation of intangible assets |
|
63,811 |
72,565 |
99,645 |
Interest expense |
|
47,963 |
61,284 |
60,466 |
Under recovery and write-down of VAT receivable |
13 |
6,419 |
- |
36,421 |
Interest income |
9 |
(18,360) |
(1,698) |
(2,372) |
Share of profit from associates |
|
(3,295) |
(2,903) |
(3,551) |
Movement in allowance for doubtful receivables |
|
8,317 |
500 |
661 |
Losses on disposal of property, plant and equipment |
|
4,389 |
3,988 |
8,492 |
Write-offs and impairment losses |
8 |
83,733 |
50 |
854 |
Site restoration provision |
|
213 |
204 |
503 |
Employee benefits |
|
5,091 |
6,483 |
8,654 |
Share based payments |
|
367 |
933 |
1,266 |
Operating foreign exchange gains |
2/7 |
(55,891) |
(352) |
(622) |
Non-operating foreign exchange losses/(gains) |
2/7 |
13,603 |
(6,114) |
(9,755) |
Operating cash flow before working capital changes |
|
355,288 |
345,501 |
506,054 |
Changes in working capital: |
|
|
|
|
(Increase)/decrease in trade and other receivables |
|
(665) |
27,598 |
27,485 |
Increase in inventories |
|
(65,594) |
(75,879) |
(88,482) |
Decrease in trade and other accounts payable |
|
(15,865) |
(39,230) |
(29,489) |
Decrease/(increase) in VAT recoverable and other taxes recoverable and payable 1 |
|
27,633 |
1,324 |
(12,516) |
Cash generated from operating activities |
|
300,797 |
259,314 |
403,052 |
Interest paid |
|
(32,120) |
(32,543) |
(57,037) |
Income tax paid |
|
(54,751) |
(91,572) |
(108,321) |
Post-employment benefits paid |
|
(2,761) |
(3,503) |
(4,768) |
Net cash flows from operating activities |
|
211,165 |
131,696 |
232,926 |
Cash flows from investing activities |
|
|
|
|
Purchase of property, plant and equipment |
|
(189,472) |
(205,393) |
(270,534) |
Proceeds from disposal of property, plant and equipment |
|
1,583 |
5,577 |
910 |
Purchase of intangible assets |
|
(1,974) |
(8,343) |
(7,268) |
Purchase of available-for-sale investment |
|
- |
(81,235) |
(82,382) |
Interest received |
|
1,538 |
1,604 |
2,090 |
Dividends from associates |
|
2,755 |
- |
- |
Net cash flows used in investing activities |
|
(185,570) |
(287,790) |
(357,184) |
Cash flows from financing activities |
|
|
|
|
Proceeds from borrowings and finance |
|
392,515 |
- |
26,279 |
Repayment of borrowings and finance |
|
(112,242) |
(16,683) |
(19,308) |
Arrangement fees paid |
|
(3,578) |
(9,857) |
(10,643) |
Dividends paid to equity shareholders of Ferrexpo plc 2 |
|
(73,686) |
(74,510) |
(77,882) |
Dividends paid to non-controlling shareholders |
|
- |
- |
(1) |
Net cash flows used in financing activities |
|
203,009 |
(101,050) |
(81,555) |
Net increase/(decrease) in cash and cash equivalents |
|
228,604 |
(257,144) |
(205,813) |
Cash and cash equivalents at the beginning of the period/year |
|
390,491 |
596,560 |
596,560 |
Effect of exchange rate changes on cash and cash equivalents |
|
(11,020) |
(197) |
(256) |
Cash and cash equivalents at the end of the period/year |
15 |
608,075 |
339,219 |
390,491 |
1 The movement in the current period includes the effect of a VAT receivable balance amounting to US$24,594 thousand recovered through VAT bonds. See also note 13
2 Net of withholding taxes paid subsequent to the end of the periods ended 30 September 2014 and 2013. See note 10 for further details.
Interim Consolidated Statement of Changes in Equity
For the financial year 2013 and the nine months ended 30 September 2014 |
Attributable to equity shareholders of the parent |
|
|
||||||||
US$ 000 |
Issued capital |
Share premium |
Uniting of interest reserve (note 16) |
Treasury share reserve (note 16) |
Employee Benefit Trust reserve (note 16) |
Net unreali-sed gains reserve (note 16) |
Translation reserve (note 16) |
Retained earnings |
Total capital and reserves |
Non-controlling interests |
Total equity |
At 1 January 2013 |
121,628 |
185,112 |
31,780 |
(77,260) |
(7,808) |
820 |
(295,588) |
1,568,077 |
1,526,761 |
20,637 |
1,547,398 |
Profit for the period |
- |
- |
- |
- |
- |
- |
- |
261,984 |
261,984 |
1,800 |
263,784 |
Other comprehensive income |
- |
- |
- |
- |
- |
(108) |
(428) |
440 |
(96) |
(9) |
(105) |
Total comprehensive income for the period |
- |
- |
- |
- |
- |
(108) |
(428) |
262,424 |
261,888 |
1,791 |
263,679 |
Equity dividends paid to shareholders of Ferrexpo plc |
- |
- |
- |
- |
- |
- |
- |
(77,301) |
(77,301) |
- |
(77,301) |
Share-based payments |
- |
- |
- |
- |
1,266 |
- |
- |
- |
1,266 |
- |
1,266 |
At 31 December 2013 (audited) |
121,628 |
185,112 |
31,780 |
(77,260) |
(6,542) |
712 |
(296,016) |
1,753,200 |
1,712,614 |
22,428 |
1,735,042 |
Profit for the period |
- |
- |
- |
- |
- |
- |
- |
145,322 |
145,322 |
4,869 |
150,191 |
Other comprehensive income |
- |
- |
- |
- |
- |
(84) |
(837,491) |
(1,997) |
(839,572) |
(15,142) |
(854,714) |
Total comprehensive income for the period |
- |
- |
- |
- |
- |
(84) |
(837,491) |
143,325 |
(694,250) |
(10,273) |
(704,523) |
Equity dividends paid to shareholders of Ferrexpo plc |
- |
- |
- |
- |
- |
- |
- |
(77,302) |
(77,302) |
- |
(77,302) |
Share-based payments |
- |
- |
- |
- |
367 |
- |
- |
- |
367 |
- |
367 |
At 30 September 2014 (unaudited) |
121,628 |
185,112 |
31,780 |
(77,260) |
(6,175) |
628 |
(1,133,507) |
1,819,223 |
941,429 |
12,155 |
953,584 |
For the nine months ended 30 September 2013 |
|
Attributable to equity shareholders of the parent |
|
|
||||||||
US$ 000 |
Issued capital |
Share premium |
Uniting of interest reserve (note 16) |
Treasury share reserve (note 16) |
Employee Benefit Trust reserve (note 16) |
Net unreali-sed gains reserve (note16) |
Translation reserve (note16) |
Retained earnings |
Total capital and reserves |
Non-controlling interests |
Total equity |
|
At 1 January 2013 |
121,628 |
185,112 |
31,780 |
(77,260) |
(7,808) |
820 |
(295,588) |
1,568,077 |
1,526,761 |
20,637 |
1,547,398 |
|
Profit for the period |
- |
- |
- |
- |
- |
- |
- |
176,380 |
176,380 |
491 |
176,871 |
|
Other comprehensive income |
- |
- |
- |
- |
- |
(103) |
(211) |
235 |
(79) |
(1) |
(80) |
|
Total comprehensive income for the period |
- |
- |
- |
- |
- |
(103) |
(211) |
176,615 |
176,301 |
490 |
176,791 |
|
Equity dividends paid to shareholders of Ferrexpo plc |
- |
- |
- |
- |
- |
- |
- |
(77,301) |
(77,301) |
- |
(77,301) |
|
Share-based payments |
- |
- |
- |
- |
933 |
- |
- |
- |
933 |
- |
933 |
|
At 30 September 2013 (unaudited) |
121,628 |
185,112 |
31,780 |
(77,260) |
(6,875) |
717 |
(295,799) |
1,667,391 |
1,626,694 |
21,127 |
1,647,821 |
|
Notes to the Interim Condensed Consolidated Financial Statements
Note 1: Corporate information
Organisation and operation
Ferrexpo plc (the 'Company') is incorporated in the United Kingdom with registered office at 2-4 King Street, London, SW1Y 6QL, UK. Ferrexpo plc and its subsidiaries (the 'Group') operate two mines and a processing plant near Kremenchug in Ukraine, an interest in a port in Odessa and sales and marketing activities around the world including offices in Switzerland, Japan, China, Dubai and Ukraine. The Group also owns logistics assets in Austria which operates a fleet of vessels operating on the Rhine and Danube waterways and an ocean going vessel which provides top off services and operates on international sea routes. The Group's operations are vertically integrated from iron ore mining through to iron ore concentrate and pellet production and subsequent logistics. The Group's mineral properties lie within the Kremenchug Magnetic Anomaly and are currently being extracted at the Gorishne-Plavninskoye and Lavrikovskoye ('GPL') and Yeristovskoye deposits.
The majority shareholder of the Group is Fevamotinico S.a.r.l. ('Fevamotinico'), a company ultimately owned by The Minco Trust, of which Kostyantin Zhevago, the Group's Chief Executive Officer, is a beneficiary. At the time this report was published, Fevamotinico held 50.3% (30 September 2013: 51.0%; 31 December 2013: 50.3%) of Ferrexpo plc's issued share capital.
The Group comprises of Ferrexpo plc and its consolidated subsidiaries as set out below:
|
Equity interest owned |
||||
Name |
Country of incorporation |
Principal activity |
30.09.14 % |
30.09.13 % |
31.12.13 % |
OJSC Ferrexpo Poltava Mining |
Ukraine |
Iron ore mining |
97.3 |
97.3 |
97.3 |
Ferrexpo AG |
Switzerland |
Sale of iron ore pellets |
100.0 |
100.0 |
100.0 |
DP Ferrotrans |
Ukraine |
Trade, transportation services |
97.3 |
97.3 |
97.3 |
United Energy Company LLC |
Ukraine |
Holding company |
97.3 |
97.3 |
97.3 |
Ferrexpo Finance plc |
England |
Finance |
100.0 |
100.0 |
100.0 |
Ferrexpo Services Limited |
Ukraine |
Management services & procurement |
100.0 |
100.0 |
100.0 |
Ferrexpo Hong Kong Limited |
China |
Marketing services |
100.0 |
100.0 |
100.0 |
LLC Ferrexpo Yeristovo GOK |
Ukraine |
Iron ore mining |
100.0 |
100.0 |
100.0 |
LLC Ferrexpo Belanovo GOK |
Ukraine |
Iron ore mining |
100.0 |
100.0 |
100.0 |
Nova Logistics Limited |
Ukraine |
Service company (dormant) |
51.0 |
51.0 |
51.0 |
Ferrexpo Middle East FZE |
U.A.E. |
Sale of iron ore pellets |
100.0 |
100.0 |
100.0 |
Ferrexpo Singapore PTE Ltd |
Singapore |
Marketing services |
100.0 |
100.0 |
100.0 |
First-DDSG Logistics Holding GmbH |
Austria |
Holding company |
100.0 |
100.0 |
100.0 |
EDDSG GmbH |
Austria |
Barging company |
100.0 |
100.0 |
100.0 |
DDSG Tankschiffahrt GmbH |
Austria |
Barging company |
100.0 |
100.0 |
100.0 |
DDSG Services GmbH2 |
Austria |
Barging company |
100.0 |
100.0 |
100.0 |
DDSG Mahart Kft. |
Hungary |
Barging company |
100.0 |
100.0 |
100.0 |
Pancar Kft. |
Hungary |
Barging company |
100.0 |
100.0 |
100.0 |
Ferrexpo Port Services GmbH |
Austria |
Port services |
100.0 |
100.0 |
100.0 |
Ferrexpo Shipping International Ltd. |
Marshall Islands |
Holding company |
100.0 |
100.0 |
100.0 |
Iron Destiny Ltd. |
Marshall Islands |
Holding company |
100.0 |
100.0 |
100.0 |
Transcanal SRL |
Romania |
Port services |
77.6 |
77.6 |
77.6 |
Helogistics Asset Leasing Kft. |
Hungary |
Asset holding company |
100.0 |
100.0 |
100.0 |
Universal Services Group Ltd. |
Ukraine |
Asset holding company |
100.0 |
100.0 |
100.0 |
LLC DDSG Ukraine Holding1 |
Ukraine |
Holding company |
100.0 |
100.0 |
100.0 |
LLC DDSG Invest1 |
Ukraine |
Asset holding company |
100.0 |
100.0 |
100.0 |
LLC DDSG Ukraine Shipping Management1 |
Ukraine |
Barging company |
100.0 |
100.0 |
100.0 |
LLC DDSG Ukraine Shipping1 |
Ukraine |
Asset holding company |
100.0 |
100.0 |
100.0 |
Arlington Ltd.3 |
Guernsey |
Holding company |
100.0 |
- |
- |
1 The entities were incorporated in February and March 2013.
2 Formerly Helogistics Transport GmbH.
3 The entity was acquired in February 2014.
The Group's interests in the entities listed above are held indirectly by the Company.
At 30 September 2014, the Group also holds through OJSC Ferrexpo Poltava Mining an interest of 48.6% (30 September 2013: 48.6%; 31 December 2013: 48.6%) in TIS Ruda, a Ukrainian port located on the Black Sea. As this is an associate, it is accounted for using the equity method of accounting.
Note 2: Summary of significant accounting policies
Basis of preparation
The interim condensed consolidated financial statements for the nine months period ended 30 September 2014 have been prepared in accordance with International Accounting Standard ('IAS') 34 Interim Financial Reporting. The interim condensed consolidated financial statements do not include all of 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 2013.
The interim condensed consolidated financial statements do not constitute statutory accounts as defined in section 435 of the Companies Act 2006. The financial information for the full year is based on the statutory accounts for the financial year ended 31 December 2013. A copy of the statutory accounts for that year, which were prepared in accordance with International Financial Reporting Standards ('IFRS') issued by the International Accounting Standard Board ('IASB'), as adopted by the European Union as they apply to financial statements of the Group for the year ended 31 December 2013, has been delivered to the Register of Companies. The auditors' report under section 495 of the Companies Act 2006 in relation to those accounts was unqualified and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
During the period ended 30 September 2014, the Ukrainian Hryvnia has devalued by approximately 62% compared to the US Dollar; from 7.993 as at 31 December 2013 to 12.949 as at the end of this reporting period. As a result of this devaluation, the total equity decreased by US$852,633 thousand as of 30 September 2014 due the exchange differences on translating foreign operations which is reflected in the translation reserve. Further details are provided in note 7 and note 16.
The Group continues to generate positive free cash flow under the lower iron ore price environment. The principal repayments under the Group's debt facilities take place in 2Q 2016 and the Group has sufficient liquidity to operate until this time. The fall in the iron ore price and the lower cash generation of the business is, however, likely to require certain debt facilities to be renewed or rolled over with extended repayment terms in order to ensure that the Group has sufficient working capital in 2016 (see note 17 for further information).
The Directors are of the view that such refinancing and or extension of debt repayment maturities will be available and as such the Directors are of the view that the Group is a going concern and the interim consolidated financial statements have been drawn up on this basis.
Changes in accounting policies
During the period ended 30 September 2014, the Group received VAT bonds issued by the Ministry of Finance of Ukraine to settle certain accumulated VAT liabilities. These VAT bonds were designated as financial assets at fair value through profit or loss ("FVTPL"). As disclosed in accounting policies in the Annual Report and Accounts 2013, the Group did not have such financial assets in previous periods.
The accounting policies and methods of computation adopted in the preparation of the interim condensed consolidated financial statements are the same as those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2013 except for the adoption of new amendments and improvements to IFRSs effective as of 1 January 2014, noted below:
Standards adopted affecting reported results, financial position or disclosures
IFRS 12 Disclosure of involvement with other entities
The new standard covers the disclosures that were previously required in consolidated financial statements under IAS 27 Consolidated and separate financial statements as well as those included in IAS 31 Interests in joint ventures and IAS 28 Investments in associates. The new standard became mandatory in the EU for financial years beginning on or after 1 January 2014. A number of additional disclosures will be required in the next Annual Report and Accounts under the new standard. There is no impact on these interim condensed consolidated financial statements to be considered.
Standards and interpretations adopted with no effect on reported results, financial position or disclosures
IFRS 10 Consolidated financial statements
The new standard provides additional guidance to assist in the determination of which entities are controlled and are required to be consolidated. This standard replaces the portion of IAS 27 Consolidated and separate financial statements that addresses the accounting for consolidated financial statements. The new standard became mandatory in the EU for financial years beginning on or after 1 January 2014. The new standard did not have an impact on the financial position or performance of the Group.
IFRS 11 Joint arrangements
The new standard replaces IAS 31 Interests in joint ventures and SIC 13 Jointly-controlled entities - non-monetary contributions by ventures. The standard defines contractually agreed sharing of control of an arrangement and the accounting for joint operations and joint ventures. The new standard became mandatory in the EU for annual periods beginning on or after 1 January 2014. The new standard did not have an impact on the financial position or performance of the Group.
IAS 32 Financial instruments: presentation - offsetting financial assets and financial liabilities
The amendment clarifies existing application issues relating to the offset of financial assets and financial liabilities requirements. The amendment became effective for financial years beginning on or after 1 January 2014 with retrospective application. The amendment did not have an impact on the financial position or performance of the Group.
IAS 36 Impairment of assets - recoverable amount disclosures
The amendment to the standard was issued in May 2013 and became effective for financial years beginning on or after 1 January 2014. The amendment removes the requirement to disclose recoverable amounts when there has been no impairment or reversal of impairment. Further to that, the disclosure requirements have been aligned with those under US GAAP for impaired assets. The amendment did not have an impact on the financial position or performance of the Group.
IAS 39 Financial instruments: recognition and measurement - novation of derivatives and continuation hedge accounting
The amendment to the standard was issued in June 2013 and provides guidance in respect of the continuation of hedge accounting if a hedging derivative was novated. The amendment became effective for the financial years beginning on or after 1 January 2014 and did not have an impact on the financial position or performance of the Group.
Seasonality
The Group's operations are not affected by seasonality.
Note 3: Segment information
The Group is managed as a single entity which produces, develops and markets its principal product, iron ore pellets, for sale to the metallurgical industry. While the revenue generated by the Group is monitored at a more detailed level, there are no separate measures of profit reported to the Group's Chief Operating Decision-Maker ('CODM'). In accordance with IFRS 8 Operating Segments, the Group presents its results in a single segment which are disclosed in the income statement for the Group. The management monitors the operating result of the Group based on a number of measures including EBITDA, C1 costs and the net financial indebtedness.
EBITDA
The Group presents EBITDA because it believes that EBITDA is a useful measure for evaluating its ability to generate cash and its operating performance. The Group's full definition of EBITDA is disclosed in the Glossary on page 25.
US$ 000 |
Notes |
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Profit before tax and finance |
|
245,602 |
268,170 |
359,218 |
Under recovery and write-down of VAT receivable |
13 |
6,419 |
- |
36,421 |
Write-offs and impairment losses |
8 |
83,733 |
50 |
854 |
Share based payments |
|
367 |
933 |
1,266 |
Losses on disposal of PPE |
|
4,389 |
3,988 |
8,492 |
Depreciation and amortisation |
|
63,811 |
72,565 |
99,645 |
EBITDA |
|
404,321 |
345,706 |
505,896 |
C1 costs
C1 costs represent the cash costs of production of iron ore pellets from own ore divided by production volume of own ore, and excludes non-cash costs such as depreciation, pension costs and inventory movements, costs of purchased ore and concentrate and production cost of gravel.
US$'000 |
|
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Cost of sales - pellet production |
5 |
445,350 |
526,240 |
726,960 |
Depreciation and amortisation |
5 |
(49,781) |
(57,243) |
(78,690) |
Purchased concentrate and other items for resale |
5 |
(17,566) |
(22,770) |
(34,805) |
Inventory movements |
5 |
12,308 |
44,858 |
25,476 |
Other |
|
(11,027) |
(20,447) |
(13,213) |
C1 cost |
|
379,284 |
470,638 |
625,728 |
Own ore produced (tonnes) |
|
8,052,754 |
7,766,300 |
10,465,606 |
C1 cash cost per tonne US$ |
|
47.1 |
60.6 |
59.8 |
Net financial indebtedness
Net financial indebtedness as defined by the Group comprises cash and cash equivalents, term deposits, interest bearing loans and borrowings.
US$ 000 |
Notes |
As at 30.09.14 |
As at 30.09.13 |
As at 31.12.13 |
|
|
(unaudited) |
(unaudited) |
(audited) |
Cash and cash equivalents |
15 |
608,075 |
339,219 |
390,491 |
Interest bearing loans and borrowings - current |
17 |
(205,440) |
(54,059) |
(101,043) |
Interest bearing loans and borrowings - non-current |
17 |
(1,114,419) |
(962,545) |
(928,196) |
Net financial indebtedness |
|
(711,784) |
(677,385) |
(638,748) |
Note 4: Revenue
Revenue for the nine months period ended 30 September 2014 consisted of the following:
US$ 000 |
|
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Revenue from sales of ore pellets: |
|
|
|
|
Export |
|
1,004,921 |
1,050,089 |
1,494,899 |
Total revenue from sale of iron ore pellets and concentrate |
|
1,004,921 |
1,050,089 |
1,494,899 |
Revenue from logistics and bunker business |
|
69,011 |
51,764 |
76,321 |
Revenue from other sales and services provided |
|
4,902 |
6,693 |
10,165 |
Total revenue |
|
1,078,834 |
1,108,546 |
1,581,385 |
No sales were made in Ukraine during the periods presented. Export sales of iron ore pellets and concentrate by geographical destination were as follows:
US$'000 |
|
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Traditional Market |
|
476,333 |
473,367 |
663,950 |
Growth Market |
|
371,926 |
381,694 |
565,901 |
Natural Market |
|
156,662 |
195,028 |
265,048 |
Total export revenue |
|
1,004,921 |
1,050,089 |
1,494,899 |
Information about the composition of the markets is provided in the Glossary.
Note 5: Cost of sales
Cost of sales for the nine months period ended 30 September 2014 consisted of the following:
US$ 000 |
|
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Materials |
|
65,077 |
83,683 |
107,530 |
Purchased concentrate and other items for resale |
|
17,566 |
22,770 |
34,805 |
Electricity |
|
95,373 |
119,194 |
158,849 |
Personnel costs |
|
39,531 |
52,325 |
66,194 |
Spare parts and consumables |
|
4,083 |
13,532 |
15,921 |
Depreciation and amortisation |
|
49,781 |
57,243 |
78,690 |
Fuel |
|
53,339 |
60,807 |
74,653 |
Gas |
|
54,393 |
60,134 |
82,028 |
Repairs and maintenance |
|
42,705 |
53,049 |
72,299 |
Royalties and levies |
|
18,793 |
14,826 |
23,162 |
Cost of sales from logistics business |
|
16,538 |
9,294 |
16,531 |
Bunker fuel |
|
29,490 |
20,443 |
29,731 |
Inventory movements |
|
(12,308) |
(44,858) |
(25,476) |
Other |
|
17,017 |
33,535 |
38,304 |
Total cost of sales |
|
491,378 |
555,977 |
773,221 |
US$ 000 |
|
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Cost of sales - pellet production |
|
445,350 |
526,240 |
726,960 |
Cost of sales - logistics and bunker business |
|
46,028 |
29,737 |
46,261 |
Total cost of sales |
|
491,378 |
555,977 |
773,221 |
Note 6: General and administrative expenses
General and administrative expenses for the nine months period ended 30 September 2014 consisted of the following:
US$ 000 |
|
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Personnel costs |
|
21,301 |
23,462 |
31,972 |
Buildings and maintenance |
|
1,761 |
2,105 |
2,571 |
Taxes other than income tax and other charges |
|
215 |
143 |
184 |
Professional fees |
|
4,804 |
3,181 |
6,715 |
Depreciation and amortisation |
|
1,626 |
2,812 |
4,022 |
Communication |
|
957 |
973 |
1,328 |
Vehicles maintenance and fuel |
|
1,116 |
1,134 |
1,584 |
Repairs |
|
369 |
690 |
982 |
Audit fees |
|
1,148 |
1,157 |
1,606 |
Non-audit fees |
|
75 |
68 |
900 |
Security |
|
440 |
351 |
497 |
Other |
|
1,689 |
2,007 |
2,478 |
Total general and administrative expenses |
|
35,501 |
38,083 |
54,839 |
Note 7: Foreign exchange gains and losses
Foreign exchange gains and losses for the nine months period ended 30 September 2014 consisted of the following:
US$ 000 |
|
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Operating foreign exchange gains |
|
|
|
|
Revaluation of trade receivables |
|
57,282 |
1 |
1 |
Revaluation of trade payables |
|
(1,372) |
30 |
30 |
Others |
|
(19) |
321 |
591 |
Total operating foreign exchange gains |
|
55,891 |
352 |
622 |
Non-operating foreign exchange gains |
|
|
|
|
Revaluation of interest-bearing loans |
|
(53,383) |
1,560 |
2,892 |
Revaluation of cash and cash equivalents |
|
57,208 |
4,929 |
7,329 |
Others |
|
(17,428) |
(375) |
(466) |
Total non-operating foreign exchange (losses)/gains |
|
(13,603) |
6,114 |
9,755 |
Total foreign exchange gains |
|
42,288 |
6,466 |
10,377 |
Operating foreign exchange gains and losses are those items that are directly related to the production and sale of pellets (e.g. trade receivables, trade payables on operating expenditure). Non-operating gains and losses are those associated with the Group's financing and treasury activities and with local income tax payables. During the period ended 30 September 2014, the Ukrainian Hryvnia has devalued by approximately 62% compared to the US Dollar; from 7.993 as at 31 December 2013 to 12.949 as at the end of this reporting period. This has affected mainly the opening balances of property plant and equipment (note 12), income taxes recoverable and prepaid and other taxes recoverable and prepaid (note 13).
Note 8: Write-offs and impairment losses
Impairment losses relate to adjustments made against the carrying value of assets where this is higher than the recoverable amount. Write-offs and impairment losses for the nine months period ended 30 September 2014 consisted of the following:
US$ 000 |
|
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Impairment loss on available-for-sale financial assets |
|
82,382 |
- |
- |
Write-off of VAT receivables |
|
1,351 |
- |
- |
Write-off of property, plant and equipment |
|
- |
50 |
326 |
Write-off of inventories |
|
- |
- |
528 |
Total write-offs and impairment losses |
|
83,733 |
50 |
854 |
The impairment loss on available-for-sale financial assets is related to the 15.5% equity investment in Ferrous Resources. Further information is provided in note 20.
Note 9: Finance income and expense
Finance income and expense for the period ended 30 September 2014 consisted of the following:
US$000 |
|
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Finance income |
|
|
|
|
Interest income |
|
1,501 |
1,539 |
2,062 |
Other finance income |
|
16,859 |
159 |
310 |
Total finance income |
|
18,360 |
1,698 |
2,372 |
Finance expense |
|
|
|
|
Interest expense on financial liabilities measured at amortised cost |
|
(41,062) |
(41,052) |
(53,340) |
Effect from capitalised borrowing costs |
|
6,901 |
6,811 |
8,966 |
Interest on defined benefit plans |
|
(3,481) |
(4,137) |
(5,487) |
Bank charges |
|
(11,891) |
(7,795) |
(10,976) |
Other finance costs |
|
(1,898) |
(19,248) |
(5,116) |
Total finance expense |
|
(51,431) |
(65,421) |
(65,953) |
Net finance expense |
|
(33,071) |
(63,723) |
(63,581) |
Other finance income includes a US$16,497 thousand release of a discount recorded in the prior years for VAT in dispute that was expected to be recovered over a protracted period of time. Further information is provided in note 13.
This discount was built up in prior periods and recorded as a finance cost. The amount recorded for the nine months ended 30 September 2013 and the year ended 31 December 2013 were US$18,000 thousand and US$3,695 thousand respectively.
Note 10: Taxation
The Group pays corporate profit tax in a number of jurisdictions and its tax rate is influenced by the mix of profits primarily between Ukraine, Switzerland and Dubai, as well as the level of non-deductible expenses for tax purposes in each of these jurisdictions. For the period ended 30 September 2014, the income tax expense was based on an expected tax rate of 24.5% for the financial year 2014, which is significantly above the effective tax rate for the financial year 2013 of 13.6%.
The increase of the tax rate during the period ended September 2014 was a result of a change in the mix of profits within the Group and significantly higher non-deductible expenses in Ukraine and Switzerland including the discount recorded on the VAT bonds sold prior to their maturity and the impairment loss recorded on an equity investment (see note 20 for further details).
During the financial years 2013 and 2014, current VAT receivable balances in Ukraine were mainly recovered in exchange for prepayments of corporate profit tax. As at 30 September 2014, the Group prepaid corporate profit tax totalling US$91,320 thousand (30 September 2013: US$85,889 thousand; 31 December 2013: US$87,514 thousand) and it is management's view that this balance will be either offset with future profits or recovered through an issuance of bonds by the Ministry of Finance as happened during the financial year 2014 for overdue VAT receivable balances (see note 13). As at the date of the preparation of these consolidated interim financial statements, there is an uncertainty as to the timing of the recovery of this balance. In light of this uncertainty, it was considered most appropriate to classify the entire balance as non-current in the consolidated statement of financial position.
Note 11: Earnings per share and dividends paid and proposed
Basic EPS is calculated by dividing the net profit for the period attributable to ordinary equity shareholders of Ferrexpo plc by the weighted average number of Ordinary Shares.
Diluted earnings per share are calculated by adjusting the weighted average number of Ordinary Shares in issue on the assumption of conversion of all potentially dilutive Ordinary Shares. All share awards are potentially dilutive and have been considered in the calculation of diluted earnings per share.
|
|
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Profit for the period / year attributable to equity shareholders: |
|
|
|
|
Basic earnings per share (US cents) |
|
24.82 |
30.14 |
44.76 |
Diluted earnings per share (US cents) |
|
24.77 |
30.09 |
44.69 |
The calculation of the basic and diluted earnings per share is based on the following data:
Thousands |
|
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Weighted average number of shares |
|
|
|
|
Basic number of ordinary shares outstanding |
|
585,413 |
585,275 |
585,294 |
Effect of dilutive potential ordinary shares |
|
1,258 |
947 |
926 |
Diluted number of ordinary shares outstanding |
|
586,671 |
586,222 |
586,220 |
The basic number of ordinary shares is calculated by subtracting the shares held in treasury from the total number of ordinary shares in issue.
Dividends
US$000 |
|
9 months ended 30.09.14 |
9 months ended 30.09.13 |
Year ended |
|
|
(unaudited) |
(unaudited) |
(audited) |
Dividend proposed |
|
|
|
|
Final dividend for 2013: 3.3 US cents |
|
- |
- |
19,317 |
Special dividend for 2013: 6.6 US cents |
|
- |
- |
38,633 |
Total dividends proposed |
|
- |
- |
57,950 |
Paid per ordinary share |
|
|
|
|
Interim dividend for 2014: 3.3 US cents |
|
19,011 |
- |
- |
Final dividend for 2013: 3.3 US cents |
|
19,279 |
- |
- |
Special dividend for 2013: 6.6 US cents |
|
38,614 |
- |
- |
Interim dividend for 2013: 3.3 US cents |
|
- |
19,692 |
19,692 |
Final dividend for 2012: 3.3 US cents |
|
- |
19,441 |
19,441 |
Special dividend for 2012: 6.6 US cents |
|
- |
38,749 |
38,749 |
Total dividends paid during the period |
|
76,904 |
77,882 |
77,882 |
The interim dividends paid for 2014 and 2013 include withholding taxes of US$3,218 thousand and US$3,372 thousand paid subsequent to the periods ended 30 September 2014 and 30 September 2013 respectively.
Note 12: Property, plant and equipment
During the nine months period ended 30 September 2014, the Group acquired property, plant and equipment with a cost of US$192,668 thousand (30 September 2013: US$230,191 thousand; 31 December 2013: US$319,320 thousand) and disposed of property, plant and equipment with original costs of US$22,771 thousand (30 September 2013: US$17,358 thousand; 31 December 2013: US$32,782 thousand). The total depreciation charge for the period was US$77,350 thousand (30 September 2013: US$83,550 thousand; 31 December 2013: US$116,677 thousand).
During the reporting period, the Ukrainian Hryvnia has devalued compared to the US Dollar from 7.993 as of 31 December 2013 to 12.949 as of 30 September 2014 reducing property, plant and equipment by US$569,998 thousand. This effect is reflected in the translation reserve included in shareholder's equity. See also note 16.
Property, plant and equipment include capitalised borrowing costs on qualifying assets of US$13,811 thousand (30 September 2013: US$8,319 thousand; 31 December 2013: US$10,474 thousand).
Note 13: Other taxes recoverable and prepaid
As at 30 September 2014 taxes recoverable and prepaid comprised:
US$000 |
|
As at 30.09.14 |
As at 30.09.13 |
As at 31.12.13 |
|
|
(unaudited) |
(unaudited) |
(audited) |
VAT receivable |
|
67,082 |
125,574 |
182,628 |
Other taxes prepaid |
|
114 |
624 |
235 |
Total other taxes recoverable and prepaid - current |
|
67,196 |
126,198 |
182,863 |
VAT receivable |
|
- |
141,689 |
78,281 |
Total other taxes recoverable and prepaid - non-current |
|
- |
141,689 |
78,281 |
Total other taxes recoverable and prepaid |
|
67,196 |
267,887 |
261,144 |
As at 30 September 2014, US$66,412 thousand of the VAT receivable before discount relates to the Group's Ukrainian business operations (30 September 2013: US$302,493 thousand; 31 December 2013: US$318,213 thousand).
The Ukrainian Hryvnia devalued compared to the US Dollar from 7.993 as at 31 December 2013 to 12.949 as at 30 September 2014 reducing the gross balance of VAT outstanding expressed in US Dollar by US$121,793 thousand and the associated provision of US$36,421 thousand by US$11,798 thousand. These net differences are reflected in the translation reserve. See also note 15.
During the second half of the financial year 2014, bonds were received by the Group with a face value of UAH1,607,101 thousand (US$135,573 thousand at the exchange rate at the date of issuance) in settlement for VAT due of the same amount. The bonds were issued by the Ministry of Finance to settle certain accumulated VAT liabilities and are tradable and mature over a period of five years in 10 equal instalments. The bonds carry a 9.5% annual coupon payable semi-annually. As at 30 September 2014, the Group had sold VAT bonds with a face value of UAH391,485 thousand at an average discount of 18.7% resulting in net proceeds of UAH318,256 thousand (US$24,594 thousand at the exchange rate at the date of sale). Subsequent to the end of the reporting period ended 30 September 2014, the remaining VAT bonds outstanding at the balance sheet date were sold resulting in additional proceeds of UAH934,544 thousand (US$72,473 thousand at the exchange rate at the date of sale). The average discount of all VAT bonds sold during the second half of the financial year 2014 was 21.8% resulting in net proceeds totalling UAH1,256,800 thousand (US$97,067 thousand at the exchange rate at the date of sale).
As at the end of the comparative period ended 31 December 2013, part of the VAT balance was in the court system and management estimated that these balances would be recovered over a protracted period of time. As a result a discount of US$23,696 thousand was recorded and charged to finance expense during the financial years 2012 and 2013. From this balance, US$16,497 was released to finance income in 2014 (note 9) with the remainder reflected in the translation reserve. As at 30 September 2014, management expect amounts in the court system to be recovered inside one year through a further issuance of bonds which will trade at a similar discount to face value and a provision of US$1,710 thousand has been recorded in the income statement to reflect this.
Note 14: Inventories
Inventories are held at the lower of cost or net realisable value. As at 30 September 2014 ore stockpiles amounting to US$69,729 thousand (30 September 2013: US$27,481; 31 December 2013: US$58,303 thousand) were classified as non-current as this ore is not planned to be processed within one year.
Note 15: Cash and cash equivalents
As at 30 September 2014 the Group held cash and cash equivalents of US$608,075 thousand (30 September 2013: US$339,219 thousand; 31 December 2013: US$390,491 thousand).
The Group's exposure to liquidity, counterparty and interest rate risk as well as a sensitivity analysis for financial assets and liabilities are disclosed in note 37 of the Annual Report and Accounts 2013. See also note 18 of these interim condensed consolidated financial statements for further information in respect of transactional banking arrangements with a related party.
Note 16: Share capital and reserves
The share capital of Ferrexpo plc at 30 September 2014 was 613,967,956 (30 September 2013: 613,967,956; 31 December 2013: 613,967,956) Ordinary Shares at par value of £0.10 paid for cash, resulting in share capital of US$121,628 thousand which is unchanged since the Group's Initial Public Offering in June 2007. This balance includes 25,343,814 shares (30 September 2013: 25,343,814 shares; 31 December 2013: 25,343,814 shares) which are held in treasury, resulting from a share buyback that was undertaken in September 2008, and 3,162,399 shares held in the employee benefit trust reserve (30 September 2013: 3,275,435 shares; 31 December 2013: 3,275,435 shares).
The translation reserve includes the effect from the exchange differences arising on translation of foreign non-US Dollar functional currency operations (mainly in Ukrainian Hryvnia). During the period ended 30 September 2014, the Ukrainian Hryvnia devalued from 7.993 as at the beginning of the year to 12.949 as at 30 September 2014 and the exchange differences arising on translation of the Group's foreign operations are initially recognised in the other comprehensive income. See also the Interim Consolidated Statement of Comprehensive Income on page 2 of these financial statements for further details. As at 30 September 2014 other reserves attributable to equity shareholders of Ferrexpo plc comprised.
For the financial year 2013 and the nine months ended 30 September 2014 |
|
|
|
|
|
|
US$ 000 |
Uniting of interest reserve |
Treasury share reserve |
Employee Benefit Trust reserve |
Net unreali-sed gains reserve |
Translation reserve |
Total other reserves |
At 1 January 2013 |
31,780 |
(77,260) |
(7,808) |
820 |
(295,588) |
(348,056) |
Foreign currency translation differences |
- |
- |
- |
- |
(428) |
(428) |
Loss on available-for-sale financial assets |
- |
- |
- |
(138) |
- |
(138) |
Tax effect |
- |
- |
- |
30 |
- |
30 |
Total comprehensive income for the period |
- |
- |
- |
(108) |
(428) |
(536) |
Share based payments |
- |
- |
1,266 |
- |
- |
1,266 |
At 31 December 2013 (audited) |
31,780 |
(77,260) |
(6,542) |
712 |
(296,016) |
(347,326) |
Foreign currency translation differences |
- |
- |
- |
- |
(895,576) |
(895,576) |
Loss on available-for-sale financial assets |
- |
- |
- |
(102) |
- |
(102) |
Tax effect |
- |
- |
- |
18 |
58,085 |
58,103 |
Total comprehensive income for the period |
- |
- |
- |
(84) |
(837,491) |
(837,575) |
Share based payments |
- |
- |
367 |
- |
- |
367 |
At 30 September 2014 (unaudited) |
31,780 |
(77,260) |
(6,175) |
628 |
(1,133,507) |
(1,184,534) |
|
|
|
|
|
|
|
For the nine months ended 30 September 2013 |
|
|
|
|
|
|
US$ 000 |
Uniting of interest reserve |
Treasury share reserve |
Employee Benefit Trust reserve |
Net unreali-sed gains reserve |
Translation reserve |
Total other reserves |
At 1 January 2013 |
31,780 |
(77,260) |
(7,808) |
820 |
(295,588) |
(348,056) |
Foreign currency translation differences |
- |
- |
- |
- |
(211) |
(211) |
Gain on available-for-sale financial assets |
- |
- |
- |
(126) |
- |
(126) |
Tax effect |
- |
- |
- |
23 |
- |
23 |
Total comprehensive income for the period |
- |
- |
- |
(103) |
(211) |
(314) |
Share based payments |
- |
- |
933 |
- |
- |
933 |
At 30 September 2013 (unaudited) |
31,780 |
(77,260) |
(6,875) |
717 |
(295,799) |
(347,437) |
Note 17: Interest bearing loans and borrowings
This note provides information about the contractual terms of the Group's interest bearing loans and borrowings which are measured at amortised cost and denominated in US Dollars.
US$ 000 |
|
As at 30.09.14 |
As at 30.09.13 |
As at 31.12.13 |
|
|
(unaudited) |
(unaudited) |
(audited) |
Current |
|
|
|
|
Syndicated bank loans - secured |
|
157,500 |
17,500 |
70,000 |
Bank loans - secured |
|
22,664 |
13,360 |
16,775 |
Obligations under finance leases |
|
4,619 |
3,931 |
4,523 |
Interest accrued |
|
20,657 |
19,268 |
9,745 |
Total current interest bearing loans and borrowings |
3 |
205,440 |
54,059 |
101,043 |
|
|
|
|
|
Non-current |
|
|
|
|
Eurobond issued |
|
495,726 |
493,162 |
493,810 |
Syndicated bank loans - secured |
|
525,000 |
402,500 |
350,000 |
Other bank loans - secured |
|
79,407 |
50,075 |
66,129 |
Obligations under finance leases |
|
14,286 |
16,808 |
18,257 |
Total non-current interest bearing loans and borrowings |
3 |
1,114,419 |
962,545 |
928,196 |
Total interest bearing loans and borrowings |
|
1,319,859 |
1,016,604 |
1,029,239 |
As at 30 September 2014 the Group has a syndicated US$420 million pre-export finance facility, of which US$332.5 million is available and drawn, and a new fully drawn syndicated US$350 million pre-export finance facility. Both are revolving facilities with commitment amortisation over the final 24 months to the final maturity dates of 31 July 2016 and 8 August 2018 respectively. Subject to additional bank commitments, the new US$350 million facility can be further increased up to an amount of US$500 million within one year of the effective date, which was 8 August 2014.
As at 30 September 2014 the major bank debt facilities were guaranteed and secured as follows:
· Ferrexpo AG and Ferrexpo Middle East FZE assigned the rights to revenue from certain sales contracts;
· OJSC Ferrexpo Poltava Mining assigned all of its rights of certain export contracts for the pellets sales to Ferrexpo AG and Ferrexpo Middle East FZE; and
· the Group pledged bank accounts of Ferrexpo AG and Ferrexpo Middle East FZE into which all proceeds from the sale of certain iron ore pellet contracts are received.
In addition to the Group's major bank debt facilities listed above, an unsecured US$500 million Eurobond was issued on 7 April 2011 and is due for repayment on 7 April 2016. The bond has a 7.875% coupon and interest is payable on a semi-annual basis.
Further information on the Group's exposure to interest rate, foreign currency and liquidity risk is provided in note 37 of the Annual Report and Accounts 2013.
Note 18: Related party disclosure
During the periods presented the Group entered into arm's length transactions with entities under the common control of the majority owner of the Group, Kostyantin Zhevago and with associated companies and with other related parties. Management considers that the Group has appropriate procedures in place to identify and properly disclose transactions with the related parties.
Entities under common control are those under the control of Kostyantin Zhevago. Associated companies refer to TIS Ruda LLC, in which the Group holds an interest of 48.6%. This is the only associated company of the Group. Other related parties are principally those entities controlled by Anatoly Trefilov who is a member of the supervisory board of OJSC Ferrexpo Poltava Mining. Related party transactions entered into by the Group during the periods presented are summarised in the following tables:
Revenue, expenses, finance income and finance expenses
|
9 months ended 30.09.14 (unaudited) |
9 months ended 30.09.13 (unaudited) |
Year ended 31.12.13 (audited) |
||||||
US$ 000 |
Entities under common control |
Asso-ciated compa- nies |
Other related parties |
Entities under common control |
Asso- ciated compa- nies |
Other related parties |
Entities under common control |
Asso- ciated compa- nies |
Other related parties |
Other sales a |
530 |
- |
305 |
481 |
- |
329 |
647 |
- |
491 |
Total related party transactions within revenue |
530 |
- |
305 |
481 |
- |
329 |
647 |
- |
491 |
Materials b |
9,538 |
- |
19 |
9,915 |
- |
- |
13,897 |
- |
43 |
Purchased concentrate and other items for resale c |
0 |
- |
- |
6,208 |
- |
- |
7,053 |
- |
- |
Spare parts and consumables d |
1,872 |
- |
1 |
2,213 |
- |
- |
2,838 |
- |
2 |
Gas e |
30,684 |
- |
- |
23,712 |
- |
- |
33,581 |
- |
- |
Total related parties transactions within cost of sales |
42,094 |
- |
20 |
42,048 |
- |
- |
57,369 |
- |
45 |
Selling and distribution expenses f |
8,383 |
18,499 |
3,881 |
8,157 |
16,766 |
5,715 |
11,183 |
22,582 |
8,335 |
General and administration |
1,039 |
- |
- |
1,551 |
- |
13 |
1,747 |
- |
12 |
Total related parties transactions within expenses |
51,516 |
18,499 |
3,901 |
51,756 |
16,766 |
5,728 |
70,299 |
22,582 |
8,392 |
Finance income h |
1,312 |
- |
- |
1,194 |
- |
- |
1,673 |
- |
- |
Finance expenses h |
(43) |
- |
- |
(174) |
- |
- |
(184) |
- |
- |
Net finance income/(expenses) |
1,269 |
- |
- |
1,020 |
- |
- |
1,489 |
- |
- |
Entities under common control
The Group entered into various related party transactions with entities under common control. A description of the most material transactions which are in aggregate over US$200 thousand (on an expected annualised basis) in the current or comparative periods is given below. All transactions were carried out on an arm's length basis in the normal course of business.
a Sales of power, steam and water and other materials for US$119 thousand (30 September 2013: US$104 thousand; 31 December 2013: US$149 thousand) and income from premises leased to Kislorod PCC of US$200 thousand (30 September 2013: US$176 thousand; 31 December 2013: US$238 thousand).
b Purchases of compressed air, oxygen and metal scrap from Kislorod PCC for US$4,080 thousand (30 September 2013: US$4,415 thousand; 31 December 2013: US$5,988 thousand); and
b Purchases of cast iron balls from AutoKraZ Holding Co. for US$4,453 thousand (30 September 2013: US$4,874 thousand; 31 December 2013: US$6,865 thousand).
b Purchases of cast iron balls from OJSC Uzhgorodsky Turbogas for US$816 thousand (30 September 2013: US$398 thousand; 31 December 2013: US$711 thousand).
c No purchases of concentrate and other items for resale from Vostok Ruda Ltd in the period ended 30 September 2014 (30 September 2013: US$6,208 thousand; 31 December 2013: US$7,053 thousand).
d Purchases of spare parts from CJSC Kiev Shipbuilding and Ship Repair Plant ('KSRSSZ') in the amount of US$576 thousand (30 September 2013: US$671 thousand; 31 December 2013: US$864 thousand);
d Purchases of spare parts from Valsa GTV of US$671 thousand (30 September 2013: US$1,018 thousand; 31 December 2013: US$1,226 thousand);
d Purchases of ferromanganese from Raw and Refined Commodities AG for US$353thousand (30 September 2013: US$239 thousand; 31 December 2013: US$354 thousand).
e Procurement of gas for US$30,684 thousand (30 September 2013: US$23,712thousand; 31 December 2013: US$33,581 thousand) from OJSC Ukrzakordongeologia.
f Purchases of advertisement, marketing and general public relations services from FC Vorskla of US$8,332 thousand (30 September 2013: US$8,101 thousand; 31 December 2013: US$11,000 thousand).
g Insurance premiums of US$478 thousand (30 September 2013: US$541 thousand; 31 December 2013:US$728 thousand) paid to ASK Omega for workmen's insurance and general cover;
g Fees of US$349thousand (30 September 2013: US$339 thousand; 31 December 2013: US$ 433 thousand) paid to Bank Finance & Credit (Bank F&C) for bank services.
h Transactional banking services are provided to certain subsidiaries of the Group by Bank Finance & Credit (Bank F&C) Finance income and expenses relate to these transactional banking services. Further information is provided under transactional banking arrangements on page 19.
Associated companies
The Group entered into related party transactions with its associated company TIS Ruda LLC, which were carried out on an arm's length basis in the normal course of business for the members of the Group (see note 1). A description of the most material transactions which are in aggregate over US$200 thousand (on an expected annualised basis) in the current or comparative periods is given below:
f Purchases of logistics services in the amount of US$18,499 thousand (30 September 2013: US$16,766 thousand; 31 December 2013: US$22,582 thousand) relating to port operations, including port charges, handling costs, agent commissions and storage costs.
Other related parties
The Group entered into various transactions with other related parties. A description of the most material transactions which are in aggregate over US$200 thousand (on an expected annualised basis) in the current or comparative periods is given below:
a Sales of material and services to Slavutich Ruda Ltd. for US$295 thousand (30 September 2013: US$329 thousand; 31 December 2013: US$491 thousand).
f Purchases of logistics management services from Slavutich Ruda Ltd. relating to customs clearance services and the coordination of rail transit. Total billings amounted to US$3,881 thousand (30 September 2013: US$5,715 thousand; 31 December 2013: US$8,335 thousand). Slavutich Ruda Ltd. earned commission income of US$419 thousand on these services (30 September 2013: US$731 thousand; 31 December 2013: US$979 thousand).
Purchases of property, plant, equipment and investments
The table below details the transactions of a capital nature which were undertaken between Group companies and entities under common control, associated companies and other related parties during the periods presented.
|
9 months ended 30.09.14 (unaudited) |
9 months ended 30.09.13 (unaudited) |
Year ended 31.12.13 (audited) |
||||||
US$ 000 |
Entities under common control |
Asso-ciated compa-nies |
Other related parties |
Entities under common control |
Asso- ciated compa- nies |
Other related parties |
Entities under common control |
Asso- ciated compa- nies |
Other related parties |
Purchases with independent fair and reasonable confirmation |
458 |
- |
- |
- |
- |
- |
- |
- |
- |
Purchases with shareholder approval |
- |
- |
- |
13,527 |
- |
- |
18,141 |
- |
- |
Purchases in the ordinary course of business |
2,263 |
- |
4 |
3,624 |
- |
- |
3,741 |
- |
- |
Total purchases of property, plant and equipment i |
2,721 |
- |
4 |
17,151 |
- |
- |
21,882 |
- |
- |
Entities under common control
Current year
i During the first nine months of the financial year 2014, the Group entered in various transactions of a capital nature with related parties totalling to US$2,267 thousand. These transactions were in the ordinary course of business. Individual transactions of a capital nature which exceeded US$200 thousand are listed below.
· During the period ended 30 September 2014, the Group procured goods and services totaling US$1,659 thousand from OJSC Berdichev Machine-Building Plant Progress for various ongoing projects.
In August 2014, the Group acquired in two separate transactions a railway line and an associated power lines from LLC Vorskla Steel totaling US$458 thousand. As the transaction was not considered to be in the ordinary course of business, an independent fair and reasonable confirmation was obtained and the transaction was announced in accordance with the UK Listing Rules.
In February 2014, the Group ordered through its subsidiary LLC Ferrexpo Yeristovo GOK 300 rail cars from PJSC Stakhanov Railcar Company with a total value of US$15.9 million, of which 233 rail cars were under the authority of the shareholder approval obtained on 24 May 2012. A further 67 rail cars were ordered in the ordinary course of business. A prepayment of US$8.0 million (at current exchange rate) was made in relation to these rail cars. The rail cars were due for delivery in the second half of the financial year 2014. However, as a consequence of the ongoing conflict in the Eastern part of Ukraine, PJSC Stakhanov Railcar Company halted its production in the Lugansk region and declared force-majeure on 24 October 2014, which was confirmed by the Ukrainian Chamber of Commerce and Industry. At the point of time of preparation of these interim financial statements, there is uncertainty surrounding the delivery of the rail cars or recovery of the prepayment. As a consequence, the Group recorded an allowance for the full amount as at 30 September 2014.
Prior periods:
During the financial year 2013, the Group entered into various transactions of a capital nature with related parties totalling US$3,741 thousand. These transactions were in the ordinary course of business and on an arm's length basis. Individual transactions which exceeded US$200 thousand are listed below:
· In January 2013, the Group procured three railway platforms in the amount of US$218 thousand from PJSC Stakhanov Railcar Company.
· In April 2013, the Group entered into a contract with OJSC Berdichev Machine-Building Plant Progress and OJSC Uzhgorodsky Turbogas for the production and supply of deslimers for a new flotation section in the amount of US$585 thousand.
· In June and September 2013, the Group procured metal works from OJSC Berdichev Machine-Building Plant Progress in the amount of US$1,297 thousand and US$1,054 thousand in connection with the construction of a new crushing section.
The Group received shareholder approval on 24 May 2012 for an option to purchase up to 500 rail cars from PJSC Stakhanov Railcar Company between the date of the approval and 31 December 2014. In February 2013, the Group exercised the right under this option to order 267 rail cars. These rail cars, amounting to US$18,141 thousand, were delivered and taken into operation during the financial year 2013 and increased the total fleet of rail cars from 1,933 units to 2,200 units as at 31 December 2013.
Balances with related parties
The outstanding balances, as a result of transactions with related parties, for the periods presented are shown in the table below:
|
9 months ended 30.09.14 (unaudited) |
9 months ended 30.09.13 (unaudited) |
Year ended 31.12.13 (audited) |
||||||
US$ 000 |
Entities under common control |
Asso-ciated compa-nies |
Other related parties |
Entities under common control |
Asso- ciated compa- nies |
Other related parties |
Entities under common control |
Asso- ciated compa- nies |
Other related parties |
Available-for-sale financial assets j |
139 |
- |
- |
402 |
- |
- |
396 |
- |
- |
Other non-current assets k |
5,809 |
- |
- |
7,407 |
- |
- |
7,438 |
- |
- |
Prepayments for property, plant and equipment l |
793 |
- |
- |
1,527 |
- |
- |
1,548 |
- |
- |
Total non-current assets |
6,741 |
- |
- |
9,336 |
- |
- |
9,382 |
- |
- |
Trade and other receivables m |
785 |
- |
27 |
965 |
- |
97 |
1,150 |
- |
31 |
Prepayments and other current assets n |
1,206 |
1,225 |
380 |
4,633 |
2,293 |
603 |
136 |
1,172 |
186 |
Cash and cash equivalents o |
162,364 |
- |
- |
127,259 |
- |
|
143,005 |
- |
- |
Total current assets |
164,355 |
1,225 |
407 |
132,857 |
2,293 |
700 |
144,291 |
1,172 |
217 |
Trade and other payables p |
1,125 |
- |
39 |
1,762 |
- |
299 |
3,099 |
- |
275 |
Current liabilities |
1,125 |
- |
39 |
1,762 |
- |
299 |
3,099 |
- |
275 |
A description of the most material balances which are over US$200 thousand in the current or comparative periods is given below:
Entities under common control
j The balance of the available-for-sale financial assets comprised shareholdings in PJSC Stakhanov Railcar Company (1.1%) and Vostok Ruda Ltd. (1.1%). The ultimate beneficial owner of these companies is Kostyantin Zhevago. PJSC Stakhanov Railcar Company is further listed on the Ukrainian stock exchange. The changes of the values in the table above are related to fair value adjustments recorded during the respective reporting periods. The shareholdings for all available-for-sale financial assets remained unchanged during the periods disclosed above. The balance of US$139 thousand as at 30 September 2014 related to the investment in PJSC Stakhanov Railcar Company (30 September 2013: US$403 thousand; 31 December 2013: US$396 thousand). The investment in Vostok Ruda Ltd. was fully impaired in a previous period.
k As at 30 September 2014, other non-current assets related to a deposit of US$5,809 thousand with bank F&C (30 September 2013: US$7,407 thousand; 31 December 2013: US$7,438 thousand) as a security in respect of loans made to employees under the Group's social loyalty programme. Further information is provided under transactional banking arrangements below.
l A prepayments of US$7,983 thousand (at current exchange rate) was made in relation to rail cars purchased from PJSC Stakhanov Railcar Company (30 September 2013: nil; 31 December 2013: nil) during the period ended 30 September 2014 in relation to 300 rail cars ordered. Due to uncertainty surrounding the delivery of the rail cars or recovery of the prepayment, the Group recorded an allowance for the full amount as at 30 September 2014 (see section Purchases of property, plant, equipment and investments above for further details). The prepayments made as at 30 September 2013 are in relation to 267 rail cars ordered in 2013 and received in full until August 2013. Prepayments of US$669 thousand were made to OJSC Berdichev Machine-Building Plant Progress (30 September 2013: US$1,271 thousand; 31 December 2013: US$1,397 thousand).
m As at 30 September 2014, trade and other receivables included outstanding amounts of US$282 thousand due from Vorskla Steel Ltd. (30 September 2013: US$359 thousand; 31 December 2013: US$387 thousand) in relation to other sales and US$338 thousand (30 September 2013: US$451thousand; 31 December 2013: US$540 thousand) from Kislorod PCC for the sale of power, steam and water.
n Prepayments and other current assets include US$993 thousand prepayment made to OJSC Ukrzakordongeologia for gas (30 September 2013: US$736 thousand; 31 December 2013: nil). The balance as at end of the period ended 30 September 2013 included an amount of US$ 3,691 for prepayments for concentrate made to Vostok Ruda.
o As at 30 September 2014, cash and cash equivalents with Bank F&C were US$162,259 thousand (30 September 2013: US$127,259 thousand; 31 December 2013: US$143,005 thousand). Further information is provided under Transactional banking arrangements below.
p Trade and other payables amounting to US$530 thousand for compressed air and oxygen purchased from Kislorod PCC (30 September 2013: US$592 thousand; 31 December 2013: US$639 thousand). US$71 thousand (30 September 2013: US$276 thousand; 31 December 2013: US$215 thousand) are due to AutoKraZ Holding Co. and US$107 thousand (30 September 2013: US$106 thousand; 31 December 2013: US$258 thousand) OJSC Berdichev Machine-Building Plant Progress for the procurement of spare parts. The balance as at end of the period ended 30 September 2013 included an amount of US$409 thousand payable to PJSC Stakhanov Railcar Company related to rail car deliveries. The balance as at end of the period ended 31 December 2013 included an amount US$1,690 thousand for procurement of gas from OJSC Ukrzakordongeologia.
Associated companies
n Prepayments and other current assets relate to prepayments of US$1,225 thousand (30 September 2013: US$2,293 thousand; 31 December 2013: US$1,172 thousand) made TIS Ruda LLC for transhipment services.
Other related parties
n Prepayments and other current assets relate to prepayments of US$380 thousand for distribution services made to Slavutich Ruda Ltd. (30 September 2013: US$603 thousand; 31 December 2013: US$186 thousand).
p Trade and other payables amounting to US$39 thousand as at 30 September 2014 are in respect of distribution services provided by Slavutich Ruda Ltd. (30 September 2013: US$299 thousand; 31 December 2013: US$275 thousand).
Transactional banking arrangements
The Group has transactional banking arrangements with Bank Finance & Credit ('Bank F&C') in Ukraine which is under common control of the majority shareholder of Ferrexpo plc. Finance income and expenses are disclosed in the table on page 16.
The Group had an uncommitted multicurrency revolving loan facility agreement with Bank F&C which expired on 16 April 2013. The maximum limit of this facility amounted to UAH80 million and the terms and conditions of the facility were subject of an independent fair and reasonable confirmation at its inception and renewal dates. The loan facility remained undrawn for the entire period of time since its inception.
On 25 May 2013, the Group entered into a new uncommitted multicurrency revolving loan facility agreement and a documentary credit facility agreement with Bank F&C which will expire on 29 May 2016. The aggregate maximum limit of these facilities amounts to UAH80 million (30 September 2014: US$6,178 thousand; 31 December 2013: US$10,009 thousand) and, as required under Ukrainian legislation, fixed assets are pledged. The total value of pledges under the terms of the loan facility agreements is US$4,987 thousand as of the date of the signing of the agreements. The terms and conditions of both facilities were the subject of an independent fair and reasonable confirmation.
US$ 000 |
|
As at 30.09.14 |
As at 30.09.13 |
As at 31.12.13 |
|
|
(unaudited) |
(unaudited) |
(audited) |
Loan facilities |
|
6,178 |
10,009 |
10,009 |
Amount drawn |
|
- |
- |
- |
Letter of credit facility outstanding |
|
- |
476 |
153 |
Bank guarantee facility outstanding |
|
- |
- |
- |
Bank F&C provides mortgages and loans to employees of the Group for the acquisition, construction and renovation of apartments in Ukraine. This is part of a social loyalty programme started by the Group in December 2011 allowing certain employees of the Group to borrow at preferential interest rates. OJSC Ferrexpo Poltava Mining and LLC Ferrexpo Yeristovo GOK act as guarantors for the bank's loans to the employees of the Group and have deposited US$5,809 thousand at Bank F&C as security (30 September 2013: US$7,407 thousand; 31 December 2013: US$7,438 thousand). The interest rate margin earned by Bank F&C covers the costs of administrating the mortgages and loans. Detailed information on the social loyalty programme is provided in the Corporate Social Responsibility Review section of the Annual Report and Accounts 2013.
Cash and cash equivalent balances held with Bank F&C are in the normal course of business and are held on call or from time to time on overnight deposit. Interest is paid on balances held. The interest rates received by the Group were in line with relevant comparable market rates throughout the periods presented.
Note 19: Commitments and contingencies
Commitments
US$ 000 |
|
As at 30.09.14 |
As at 30.09.13 |
As at 31.12.13 |
|
|
(unaudited) |
(unaudited) |
(audited) |
Operating lease commitments |
|
52,672 |
82,917 |
65,555 |
Capital commitments on purchase of PPE |
|
125,418 |
119,795 |
102,958 |
Legal
In the ordinary course of business, the Group is subject to legal actions and complaints. Management believes that the ultimate liability, if any, arising from such actions or complaints will not have a material adverse effect on the financial condition or the results of future operations of the Group.
The Group is currently involved in a share dispute which commenced in 2005 and has been disclosed in its various public documents since IPO in 2007. The main chronology of the dispute is below:
On 10 April 2010, The Higher Commercial Court of Ukraine upheld judgments of the lower courts on invalidating the share sale and purchase agreement ('SPA') pursuant to which a 40.19% stake in OJSC Ferrexpo Poltava Mining ('FPM') was sold on 20 November 2002 to nominee companies that were previously ultimately controlled by Kostyantin Zhevago.
On 6 October 2011, the sellers under the SPA filed a claim to restore their title to shares in FPM as of 2002 by seeking to invalidate a number of decisions of FPM general shareholders meeting. On 26 March 2013, Kyiv City Commercial Court granted a freezing order against FPM shares whilst the case was considered.
On 20 October 2014, Kyiv City Commercial Court rendered a judgment in the case and dismissed the claims in full. The court concluded amongst other things that restitution of the status quo ante of the shareholding position as sought by claimants is not possible under Ukrainian law. The court also cancelled the injunction granted on 26 March 2013 to suspend trading of FPM shares.
As part of the court process, the claimants filed an appeal against the Judgment on 31 October 2014 which was returned by the appeal court on formal grounds. On 26 November 2014, the claimants re-submitted the appeal. As at the date of the publication of these interim financial statements for the period ended 30 September 2014, the appeal had not been considered and no decision on the merits of the appeal had been made.
On 2 December 2014, the Supreme Court of Ukraine set aside the judgement of the Higher Commercial Court of Ukraine delivered in April 2010 (see above) and remitted the case for new cassation review by the Higher Commercial Court of Ukraine. As at the date of the publication of these interim financial statements for the period ended 30 September 2014, no decision on the merits of the cassation review by the Higher Commercial Court of Ukraine had been made.
After having taken legal advice, the management of the Group continues to believe that risks related to these court proceedings are remote. In the light of the risks surrounding the operation and independence of Ukrainian courts, including those associated with the Ukrainian legal system in general however the claimants may ultimately prevail in this dispute and the Group's ownership of the relevant interest in FPM may be successfully challenged.
Tax and other regulatory compliance
Ukrainian legislation and regulations regarding taxation and customs continue to evolve. Legislation and regulations are not always clearly written and are subject to varying interpretations and inconsistent enforcement by local, regional and national authorities, and other governmental bodies. Instances of inconsistent interpretations are not unusual. The uncertainty of application and the evolution of Ukrainian tax laws, including those affecting cross-border transactions, create a risk of additional tax payments having to be made by the Group, which could have a material effect on the Group's financial position and results of operations. This includes also a new transfer pricing law which significantly increased the power of the tax authorities. The Group does not believe that these risks are any more significant than those of similar enterprises in Ukraine.
Recoverable VAT amounting to US$12,130 thousand (30 September 2013: US$99,060 thousand; 31 December 2013: US$101,977 thousand) outstanding at 30 September 2014 is in the process of being considered by the Ukrainian court system in several different cases. As the VAT is fully recoverable under the relevant Ukrainian legislation, the Group expects to receive positive court decisions for these ongoing court proceedings and expect these amounts to be recovered in a further issuance of bonds. Consequently, the VAT is recorded at its full amount in the financial statements, net of an estimated discount for VAT balances expected to be recovered through VAT bonds. See also disclosure made in note 13. No provision has been made for any related penalties and fines, which would in the case of a final negative ruling become payable.
Note 20: Financial instruments
Fair values
Set out below are the carrying amounts and fair values of the Group's financial instruments that are carried in the interim consolidated statement of financial position:
|
Carrying amount |
Fair Value |
||||
US$ 000
|
As at 30.09.14 (unaudited) |
As at 30.09.13 (unaudited) |
As at 31.12.13 (audited) |
As at 30.09.14 (unaudited) |
As at 30.09.13 (unaudited) |
As at 31.12.13 (audited) |
Financial assets |
|
|
|
|
|
|
Cash and cash equivalents |
608,075 |
339,219 |
390,491 |
608,075 |
339,219 |
390,491 |
Marketable securities |
72,480 |
- |
- |
72,480 |
- |
- |
Trade and other receivables |
93,877 |
90,245 |
102,498 |
93,877 |
90,245 |
102,498 |
Available-for-sale financial assets |
139 |
82,785 |
82,778 |
139 |
82,785 |
82,778 |
Other financial assets |
12,596 |
6,843 |
15,054 |
12,596 |
6,843 |
15,054 |
Total financial assets |
787,167 |
519,092 |
590,821 |
787,167 |
519,092 |
590,821 |
Financial liabilities |
|
|
|
|
|
|
Trade and other payables |
28,744 |
50,612 |
50,001 |
28,744 |
50,612 |
50,001 |
Accrued liabilities |
29,570 |
22,648 |
32,015 |
29,570 |
22,648 |
32,015 |
Interest bearing loans and borrowings |
1,319,859 |
1,016,604 |
1,029,239 |
1,287,227 |
996,422 |
1,035,933 |
Total financial liabilities |
1,378,173 |
1,089,864 |
1,111,255 |
1,345,541 |
1,069,682 |
1,117,949 |
Marketable securities
The marketable securities (VAT bonds) are generally fair valued based on the market price quotation at the reporting date. As at 30 September 2014, the remaining balance of VAT bonds was fair valued through profit or loss. See also note 13 for further information.
Other financial assets
The fair values of cash and cash equivalents, trade and other receivables and payables are approximately equal to their carrying amounts due to their short maturity.
Interest bearing loans and borrowings
The fair values of interest-bearing loans and borrowings are based on the discounted cash flows using market interest rates except for the fair value of the Eurobond issued, which is based on the market price quotation at the reporting date.
Available-for-sale financial assets
As at 30 September 2014, the Group held a 15.5% equity investment in Ferrous Resources acquired during the financial year 2013 in various transactions with total transaction costs of US$82,382 thousand, which was also the carrying amount as at the end of the comparative periods ended 30 September 2013 and 31 December 2013. In the quarter to 30 September 2014, the iron ore prices in the global market declined significantly and no recovery is expected in the near future based on available market outlooks. As a consequence of this significant adverse change in the iron ore market and industry, the investment in Ferrous Resources was fully impaired as at 30 September 2014 due to surrounding uncertainties in respect of the current operational activity and the future development of the mining operation.
The available-for-sale equity investment in PJSC Stakhanov Railcar Company in the amount of US$139 thousand (30 September 2013: US$403 thousand; 31 December 2013: US$396 thousand) is fair value based on the quoted market price for its shares on the Ukrainian Stock exchange ('PFTS').
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.
Level 1: fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
US$ 000 |
|
As at 30.09.14 (unaudited) |
|
||
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
Financial assets |
|
|
|
|
|
Marketable securities |
|
72,480 |
- |
- |
72,480 |
Available-for-sale financial assets |
|
139 |
- |
- |
139 |
Total financial assets |
|
72,619 |
- |
- |
72,619 |
US$ 000 |
|
As at 30.09.13 (unaudited) |
|
||
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
Financial assets |
|
|
|
|
|
Marketable securities |
|
- |
- |
- |
- |
Available-for-sale financial assets |
|
403 |
- |
82,382 |
82,785 |
Total financial assets |
|
403 |
- |
82,382 |
82,785 |
US$ 000 |
|
As at 31.12.13 (audited) |
|
||
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
Financial assets |
|
|
|
|
|
Marketable securities |
|
- |
- |
- |
- |
Available-for-sale financial assets |
|
396 |
- |
82,382 |
82,778 |
Total financial assets |
|
396 |
- |
82,382 |
82,778 |
There were no transfers between the different levels during the reporting period.
As of 30 September 2014 the fair value of the available-for-sale financial assets in Level 1 decreased by US$257 thousand of which US$102 thousand is included in other comprehensive income (30 September 2013: loss of US$150 thousand; 31 December 2013: loss of US$138 thousand) and US$155 thousand as foreign exchange difference in the income statement.
Reconciliation of recurring fair value measurements categorised within Level 3 of the fair value hierarchy is shown in the table below:
US$ 000 |
|
As at 30.09.14 |
As at 30.09.13 |
As at 31.12.13 |
|
|
(unaudited) |
(unaudited) |
(audited) |
Opening balance |
|
82,382 |
- |
- |
Total gains or losses: |
|
- |
- |
- |
- in profit or loss |
|
(82,382) |
- |
- |
- in other comprehensive income |
|
- |
- |
- |
Purchases |
|
- |
82,382 |
82,382 |
Transfer out of Level 3 |
|
- |
- |
- |
Closing balance |
|
- |
82,382 |
82,382 |
Note 21: Events after the reporting period
No material adjusting or non-adjusting events have occurred subsequent to the period end except for the sale of the total balance of VAT bonds in various transactions that were received for the settlement of VAT due by 4 November 2014. Further information is provided in note 13.
.
Glossary
Act |
The Companies Act 2006 |
AGM |
The Annual General Meeting of the Company |
Articles |
Articles of Association of the Company |
Audit Committee |
The Audit Committee of the Company's Board |
Belanovo or Belanovskoye |
An iron ore deposit located immediately to the north of Yeristovo |
Benchmark Price |
Platts 62% Fe iron ore fines price CFR China |
Beneficiation Process |
A number of processes whereby the mineral is extracted from the crude ore |
BIP |
Business Improvement Programme, a programme of projects to increase production output and efficiency at FPM |
Board |
The Board of Directors of the Company |
Bt |
Billion tonnes |
Capesize |
Capesize vessels are typically above 150,000 tonnes deadweight. Ships in this class include oil tankers, supertankers and bulk carriers transporting coal, ore, and other commodity raw materials. Standard capesize vessels are able to transit through the Suez Canal |
Capital Employed |
The aggregate of equity attributable to shareholders, non-controlling interests and borrowings |
CFR |
Delivery including cost and freight |
C1 Costs |
Represent the cash costs of production of iron pellets from own ore, divided by production volume, from own ore, and excludes non-cash costs such as depreciation, pension costs and inventory movements, costs of purchased ore, concentrate and production cost of gravel |
CIF |
Delivery including cost, insurance and freight |
CIS |
The Commonwealth of Independent States |
Code |
The UK Corporate Governance Code published in 2012 |
Company |
Ferrexpo plc, a public company incorporated in England and Wales with limited liability |
CPI |
Consumer Price Index |
CSR |
Corporate Safety and Social Responsibility |
CSR Committee |
The Corporate Safety and Social Responsibility Committee of the Board of the Company |
DAP |
Delivery at place |
DFS |
Detailed feasibility study |
Directors |
The Directors of the Company |
Dragline Excavators |
Heavy machinery used to excavate material. A dragline consists of a large bucket which is suspended from a boom |
EBITDA |
The Group calculates EBITDA as profit from continuing operations before tax and finance plus depreciation and amortisation and non-recurring exceptional items included in other income and other expenses, share based payment expenses and the net of gains and losses from disposal of investments and property, plant and equipment |
EBT |
Employee Benefit Trust |
EPS |
Earnings per share |
Executive Committee |
The Executive Committee of management appointed by the Company's Board |
Executive Directors |
The Executive Directors of the Company |
FBM |
Ferrexpo Belanovo Mining, also known as BGOK, a company incorporated under the laws of Ukraine |
Fe |
Iron |
Ferrexpo |
The Company and its subsidiaries |
Ferrexpo AG Group |
Ferrexpo AG and its subsidiaries including FPM |
Fevamotinico S.a.r.l. |
A company incorporated with limited liability in Luxembourg |
FOB |
Delivered free on board, which means that the seller's obligation to deliver has been fulfilled when the goods have passed over the ship's rail at the named port of shipment, and all future obligations in terms of costs and risks of loss or damage transfer to the buyer from that point onwards |
FPM |
Ferrexpo Poltava Mining, also known as Ferrexpo Poltava GOK Corporation or PGOK, a company incorporated under the laws of Ukraine |
FRMC |
Financial Risk Management Committee, a sub-committee of the Executive Committee |
FTSE 250 |
Financial Times Stock Exchange top 250 companies |
FYM |
Ferrexpo Yeristovo Mining, also known as YGOK, a company incorporated under the laws of Ukraine |
Group |
The Company and its subsidiaries |
Growth Markets |
These are predominantly in Asia and have the potential to deliver new and significant sales volumes to the Group |
HSE |
Health, safety and environment |
IAS |
International Accounting Standards |
IASB |
International Accounting Standards Board |
IFRS |
International Financial Reporting Standards, as adopted by the EU |
IPO |
Initial public offering |
Iron ore concentrate |
Product of the benefication process with enriched iron content |
Iron ore sinter fines |
Fine iron ore screened to -6.3mm |
Iron ore pellets |
Balled and fired agglomerate of iron ore concentrate, whose physical properties are well suited for transportation to and reduction within a blast furnace |
JORC |
Australasian Joint Ore Reserves Committee - the internationally accepted code for ore classification |
K22 |
GPL ore has been classified as either K22 or K23 quality, of which K22 ore is of higher quality (richer) |
KPI |
Key Performance Indicator |
Kt |
Thousand tonnes |
LIBOR |
The London Inter Bank Offered Rate |
LLC |
Limited Liability Company |
LTIFR |
Lost-Time Injury Frequency Rate |
LTIP |
Long-Term Incentive Plan |
m3 |
Cubic metre |
Majority Shareholder |
Fevamotinico S.a.r.l., The Minco Trust and Kostyantin Zhevago (together) |
Mm |
Millimetre |
Mt |
Million tonnes |
Mtpa |
Million tonnes per annum |
Natural Markets |
These include Turkey, the Middle East and Western Europe and are those markets where Ferrexpo has a competitive advantage over more distant producers, but where market share remains relatively low |
Nominations Committee |
The Nominations Committee of the Company's Board |
Non-executive Directors |
Non-executive Directors of the Company |
NOPAT |
Net operating profit after tax |
OHSAS 18001 |
International safety standard 'Occupational Health & Safety Management System Specification' |
Ordinary Shares |
Ordinary Shares of 10 pence each in the Company |
Ore |
A mineral or mineral aggregate containing precious or useful minerals in such quantities, grade and chemical combination as to make extraction economic |
Panamax |
Modern panamax ships typically carry a weight of between 65,000 to 90,000 tonnes of cargo and can transit both Panama and Suez canals |
PPI |
Ukrainian producer price index |
Probable Reserves |
Those measured and/or indicated mineral resources which are not yet 'proved', but of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of determination and under specific economic conditions |
Proved Reserves |
Measured mineral resources of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of determination and under specific economic conditions |
Rail car |
Railway wagon used for the transport of iron ore concentrate or pellets |
Relationship Agreement |
The relationship agreement entered into among Fevamotinico S.a.r.l., Kostyantin Zhevago, The Minco Trust and the Company |
Remuneration Committee |
The Remuneration Committee of the Company's Board |
Reserves |
Those parts of mineral resources for which sufficient information is available to enable detailed or conceptual mine planning and for which such planning has been undertaken. Reserves are classified as either proved or probable |
Sinter |
A porous aggregate charged directly to the blast furnace which is normally produced by firing fine iron ore and/or iron ore concentrate, other binding materials, and coke breeze as the heat source |
Spot price |
The current price of a product for immediate delivery |
Sterling/£ |
Pound Sterling, the currency of the United Kingdom |
STIP |
Short-Term Incentive Plan |
Tailings |
The waste material produced from ore after economically recoverable metals or minerals have been extracted. Changes in metal prices and improvements in technology can sometimes make the tailings economic to process at a later date |
Tolling |
The process by which a customer supplies concentrate to a smelter and the smelter invoices the customer the smelting charge, and possibly a refining charge, and then returns the metal to the customer |
Ton |
A US short ton, equal to 0.9072 metric tonnes |
Tonne or t |
Metric tonne |
Traditional Markets |
These lie within Central and Eastern Europe and include steel plants that were designed to use Ferrexpo pellets. Ferrexpo has been supplying some of these customers for more than 20 years. Ferrexpo has well-established logistics routes and infrastructure to these markets by both river barge and rail. These markets include Austria, Czech Republic, Hungary, Serbia and Slovakia |
Treasury Shares |
A company's own issued shares that it has purchased but not cancelled |
TSF |
Tailings storage facility |
TSR |
Total shareholder return. The total return earned on a share over a period of time, measured as the dividend per share plus capital gain, divided by initial share price |
UAH |
Ukrainian Hryvnia, the currency of Ukraine |
Ukr SEPRO |
The quality certification system in Ukraine, regulated by law to ensure conformity with safety and environmental standards |
US$/t |
US Dollars per tonne |
VAT |
Value Added Tax |
Value-in-use |
The implied value of a material to an end user relative to other options, e.g. evaluating, in financial terms, the productivity in the steel making process of a particular quality of iron ore pellets versus the productivity of alternative qualities of iron ore pellets. |
WAFV |
Weighted average fair value |
WMS |
Wet magnetic separation |
Yeristovo or Yeristovskoye |
The deposit being developed by FYM |