e8vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) October 2, 2006
PEABODY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-16463
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13-4004153 |
(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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701 Market Street, St. Louis, Missouri
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63101 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code ccodecode (314) 342-3400
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01. Other Events.
Structure and Price of the Transactions
On
July 5, 2006, Peabody Energy Corporation (Peabody) signed a Merger Implementation Agreement
(the Merger Implementation Agreement) to acquire Excel Coal Limited (Excel). The Merger
Implementation Agreement was amended on September 18, 2006, when Peabody signed binding agreements
to acquire 19.99 percent of Excel at A$9.50 per share (US$7.16) (the Advance Purchase). On
September 20, 2006, Peabody closed on the Advance Purchase.
By the terms of the merger implementation agreement, as amended on September 18, 2006, Peabody will
pay A$9.50 per share (approximately US$7.16) in cash for the remaining outstanding shares of Excel,
resulting in a total acquisition price, including the Advance Purchase, of approximately US$1.54
billion plus assumed net debt of approximately US$193 million as
of June 30, 2006.
The
acquisition is intended to be financed through the net proceeds of senior note offerings and
borrowings under Peabodys senior unsecured credit facility.
Transaction Closing and Closing Conditions
The
acquisition is expected to close in October 2006. The transaction is
subject to approval by Excel shareholders by a vote currently scheduled on October 4, 2006, the
absence of a material adverse change with respect to Excel and certain other conditions.
Financial
Statements of Business to be Acquired
The
consolidated financial statements of Excel Coal Limited and its Controlled Entities as of and for the year
ended June 30, 2006 follow, all expressed in Australian dollars.
Unaudited
pro forma combined financial statements of Peabody and Excel are
presented beginning on page 64 of this Current Report on Form 8-K,
after the financial statements of Excel.
2
Excel Coal Limited
Income statement
For the year ended 30 June 2006
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Consolidated |
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Unaudited |
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2006 |
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2005 |
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Note |
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$000 |
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$000 |
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Revenue |
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3 |
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517,921 |
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357,729 |
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Cost of sales |
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(329,204 |
) |
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(226,095 |
) |
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Gross profit |
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188,717 |
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131,634 |
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Administrative expenses |
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(26,745 |
) |
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(19,452 |
) |
Other income |
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4 |
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606 |
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107 |
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Other expenses |
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(105 |
) |
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(4,436 |
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Results from operating activities |
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5 |
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162,473 |
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107,853 |
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Financial income |
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4,585 |
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4,691 |
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Financial expenses |
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(15,189 |
) |
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(9,726 |
) |
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Net financing (costs)/income |
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8 |
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(10,604 |
) |
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(5,035 |
) |
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Share of profit of associates accounted
for
using the equity method |
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16 |
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443 |
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6,214 |
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Profit before tax |
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152,312 |
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109,032 |
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Income tax (expense)/benefit |
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9 |
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(45,342 |
) |
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(31,229 |
) |
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Net profit |
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106,970 |
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77,803 |
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Minority interests |
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(8,908 |
) |
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(14,955 |
) |
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Net profit attributable to members of the
parent |
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98,062 |
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62,848 |
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Basic and diluted earnings per share
attributable to ordinary equity holders |
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10 |
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47.9c |
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32.6c |
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The income statement is to be read in conjunction with the notes to the consolidated financial
statements.
3
Statement of changes in equity
For the financial year ended 30 June 2006
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Issued |
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Retained |
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Translation |
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Hedging |
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Fair value |
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Minority |
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Capital |
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earnings |
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reserve |
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reserve |
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reserve |
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Total |
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interest |
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Total equity |
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Consolidated |
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$000 |
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$000 |
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$000 |
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$000 |
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$ 000 |
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$000 |
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$000 |
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$000 |
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Opening balance at 1 July 2004 (Unaudited) |
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92,222 |
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85,912 |
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178,134 |
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37,541 |
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215,675 |
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Foreign exchange translation difference (Unaudited) |
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181 |
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181 |
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181 |
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Adjustment arising from transactions with owners (Unaudited) |
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(76,740 |
) |
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(76,740 |
) |
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(1,134 |
) |
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(77,874 |
) |
Recognition of capital profits in subsidiary (Unaudited) |
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6,528 |
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6,528 |
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6,528 |
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Deferred tax effect of IPO costs(Unaudited) |
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(582 |
) |
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(582 |
) |
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(582 |
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Total non profit items recognised directly in equity
(Unaudited) |
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(582 |
) |
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(70,212 |
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181 |
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(70,613 |
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(1,134 |
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(71,747 |
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Net profit (Unaudited) |
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62,848 |
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62,848 |
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14,955 |
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77,803 |
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Total recognised income and expense for the period (Unaudited) |
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(582 |
) |
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(7,364 |
) |
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181 |
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(7,765 |
) |
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13,821 |
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6,056 |
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Shares issued net of transaction costs (Unaudited) |
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90,059 |
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90,059 |
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90,059 |
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Dividends (Unaudited) |
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(26,920 |
) |
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(26,920 |
) |
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(24,033 |
) |
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(50,953 |
) |
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Closing balance at 30 June 2005 (Unaudited) |
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181,699 |
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51,628 |
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181 |
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233,508 |
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27,329 |
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260,837 |
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Amounts are stated net of tax |
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Opening balance at 1 July 2005 |
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181,699 |
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51,628 |
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181 |
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233,508 |
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27,329 |
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260,837 |
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Effect of change in accounting policy AASB132/139(note 36) |
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736 |
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14,561 |
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(736 |
) |
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14,561 |
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2,687 |
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|
17,248 |
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|
Opening balance at 1 July 2005 restated |
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181,699 |
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52,364 |
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|
181 |
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14,561 |
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(736 |
) |
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248,069 |
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30,016 |
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|
278,085 |
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Effective portion of fair value of cash flows hedges |
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|
|
|
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(21,294 |
) |
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(21,294 |
) |
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(2,341 |
) |
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(23,635 |
) |
Adjustment arising from transactions with owners |
|
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(706 |
) |
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(706 |
) |
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(1,247 |
) |
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(1,953 |
) |
Fair value adjustment |
|
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(736 |
) |
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|
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|
765 |
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29 |
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29 |
|
Deferred tax effect of IPO costs |
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(413 |
) |
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|
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(413 |
) |
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(413 |
) |
Foreign exchange translation differences |
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|
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(71 |
) |
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|
|
|
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(71 |
) |
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14 |
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|
(57 |
) |
|
Total non profit items recognised directly in equity |
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(413 |
) |
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|
(706 |
) |
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|
(71 |
) |
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(6,733 |
) |
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29 |
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(7,894 |
) |
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|
(887 |
) |
|
|
(8,781 |
) |
Net profit |
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98,062 |
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98,062 |
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|
8,908 |
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|
|
106,970 |
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|
Total recognised income and expense for the period |
|
|
(413 |
) |
|
|
97,356 |
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|
(71 |
) |
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|
(6,733 |
) |
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29 |
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|
90,168 |
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|
8,021 |
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|
98,189 |
|
Shares issued net of transaction costs |
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|
102,713 |
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102,713 |
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|
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|
102,713 |
|
Dividends |
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(59,860 |
) |
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|
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|
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|
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(59,860 |
) |
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|
(9,152 |
) |
|
|
(69,012 |
) |
|
Closing balance at 30 June 2006 |
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|
283,999 |
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|
|
89,124 |
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|
|
110 |
|
|
|
(6,733 |
) |
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|
29 |
|
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|
366,529 |
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|
|
26,198 |
|
|
|
392,727 |
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|
Amounts are stated net of tax
The statement of changes in equity are to be read in conjunction with the notes to the consolidated
financial statements.
4
Balance sheet
As at 30 June 2006
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Consolidated |
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|
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Unaudited |
|
|
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|
|
2006 |
|
|
2005 |
|
|
|
Note |
|
$000 |
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|
$000 |
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
11 |
|
|
39,802 |
|
|
|
105,005 |
|
Trade and other receivables |
|
12 |
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|
84,963 |
|
|
|
61,488 |
|
Inventories |
|
13 |
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|
108,254 |
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|
|
25,449 |
|
Other financial assets |
|
14 |
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|
3,191 |
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|
|
3,611 |
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Other |
|
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|
|
3,605 |
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|
|
8,476 |
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|
Total current assets |
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239,815 |
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|
204,029 |
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|
Non-current assets |
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|
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|
|
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|
|
Trade and other receivables |
|
12 |
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|
7,878 |
|
|
|
9,927 |
|
Other financial assets |
|
14 |
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|
1,157 |
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|
|
1,337 |
|
Investments accounted for using the
equity
method |
|
16 |
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|
10,106 |
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|
|
9,664 |
|
Deferred tax assets |
|
18 |
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|
48,413 |
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|
|
38,853 |
|
Property, plant and equipment |
|
19 |
|
|
538,747 |
|
|
|
231,733 |
|
Intangible assets |
|
20 |
|
|
113,205 |
|
|
|
109,056 |
|
Other |
|
|
|
|
3,867 |
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|
|
4,885 |
|
|
Total non-current assets |
|
|
|
|
723,373 |
|
|
|
405,455 |
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|
Total assets |
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|
|
|
963,188 |
|
|
|
609,484 |
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
21 |
|
|
106,278 |
|
|
|
95,467 |
|
Interest bearing loans and borrowings |
|
22 |
|
|
24,262 |
|
|
|
14,154 |
|
Deferred revenue |
|
21 |
|
|
28,208 |
|
|
|
|
|
Employee benefits |
|
23 |
|
|
8,493 |
|
|
|
5,928 |
|
Income tax payable |
|
15 |
|
|
22,321 |
|
|
|
12,173 |
|
Provisions |
|
24 |
|
|
3,436 |
|
|
|
5,668 |
|
|
Total current liabilities |
|
|
|
|
192,998 |
|
|
|
133,390 |
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
Interest bearing loans and borrowings |
|
22 |
|
|
275,508 |
|
|
|
168,695 |
|
Deferred tax liabilities |
|
18 |
|
|
43,141 |
|
|
|
21,014 |
|
Employee benefits |
|
23 |
|
|
4,963 |
|
|
|
4,056 |
|
Provisions |
|
24 |
|
|
14,483 |
|
|
|
14,364 |
|
Deferred revenue |
|
21 |
|
|
25,266 |
|
|
|
|
|
Other |
|
|
|
|
14,102 |
|
|
|
7,128 |
|
|
Total non-current liabilities |
|
|
|
|
377,463 |
|
|
|
215,257 |
|
|
Total liabilities |
|
|
|
|
570,461 |
|
|
|
348,647 |
|
|
Net assets |
|
|
|
|
392,727 |
|
|
|
260,837 |
|
|
5
Balance sheet (continued)
As at 30 June 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Note |
|
|
$000 |
|
|
$000 |
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Issued capital |
|
|
25 |
|
|
|
283,999 |
|
|
|
181,699 |
|
Reserves |
|
|
|
|
|
|
(6,594 |
) |
|
|
181 |
|
Retained earnings/(accumulated losses) |
|
|
|
|
|
|
89,124 |
|
|
|
51,628 |
|
|
Total equity attributable to equity
holders of the parent |
|
|
|
|
|
|
366,529 |
|
|
|
233,508 |
|
Minority interest |
|
|
|
|
|
|
26,198 |
|
|
|
27,329 |
|
|
Total equity |
|
|
|
|
|
|
392,727 |
|
|
|
260,837 |
|
|
The balance sheet is to be read in conjunction with the notes to the consolidated financial
statements.
6
Statement of cash flows
For the year ended 30 June 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
Note |
|
$000 |
|
|
$000 |
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Cash receipts from customers |
|
|
|
|
480,237 |
|
|
|
365,610 |
|
Cash paid to suppliers and employees |
|
|
|
|
(367,403 |
) |
|
|
(249,378 |
) |
|
Cash generated from operations |
|
|
|
|
112,834 |
|
|
|
116,232 |
|
Interest paid |
|
|
|
|
(16,274 |
) |
|
|
(8,681 |
) |
Income taxes paid |
|
|
|
|
(22,371 |
) |
|
|
(6,959 |
) |
Interest received |
|
|
|
|
4,460 |
|
|
|
4,571 |
|
Dividends received |
|
|
|
|
125 |
|
|
|
5,930 |
|
|
Net cash from operating activities |
|
32 |
|
|
78,774 |
|
|
|
111,093 |
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of property, plant and
equipment |
|
|
|
|
651 |
|
|
|
|
|
Proceeds from sale of investments |
|
|
|
|
2,535 |
|
|
|
230 |
|
Payments for investments |
|
|
|
|
(1,953 |
) |
|
|
(1,334 |
) |
Payments for security deposits |
|
|
|
|
(8,176 |
) |
|
|
(12,710 |
) |
Acquisition of subsidiary, net of cash acquired |
|
31 |
|
|
|
|
|
|
(35,639 |
) |
Acquisition of property, plant and equipment |
|
|
|
|
(279,826 |
) |
|
|
(87,927 |
) |
Repayment/(advances) to other parties |
|
|
|
|
|
|
|
|
1,263 |
|
Exploration and evaluation expenditure |
|
|
|
|
(7,948 |
) |
|
|
(6,922 |
) |
|
Net cash from investing activities |
|
|
|
|
(294,717 |
) |
|
|
(143,039 |
) |
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Proceeds from the issue of share capital |
|
|
|
|
102,713 |
|
|
|
13,905 |
|
Proceeds from borrowings other parties |
|
|
|
|
92,748 |
|
|
|
140,611 |
|
Proceeds from deferred revenue |
|
|
|
|
53,474 |
|
|
|
|
|
Repayment of borrowings other parties |
|
|
|
|
(8,000 |
) |
|
|
(30,989 |
) |
Dividends paid to members of the parent entity |
|
|
|
|
(59,860 |
) |
|
|
(26,920 |
) |
Dividends paid to minority interests |
|
|
|
|
(20,362 |
) |
|
|
(11,696 |
) |
Finance lease payments |
|
|
|
|
(9,973 |
) |
|
|
(8,750 |
) |
|
Net cash from financing activities |
|
|
|
|
150,740 |
|
|
|
76,161 |
|
|
Net increase/(decrease) in cash and cash
Equivalents |
|
|
|
|
(65,203 |
) |
|
|
44,215 |
|
Cash and cash equivalents at 1 July |
|
|
|
|
105,005 |
|
|
|
60,790 |
|
|
Cash and cash equivalents at 30 June |
|
11 |
|
|
39,802 |
|
|
|
105,005 |
|
|
The statement of cash flows is to be read in conjunction with the notes to the consolidated
financial statements.
7
Notes to the consolidated financial statements
1. Significant accounting policies
Excel Coal Limited (the Company or Excel) is a company domiciled in Australia. The
consolidated financial report of the Company for the year ended 30 June 2006 and 2005 comprise the
Company and its subsidiaries (together referred to as the consolidated entity or Group) and the
consolidated entitys interest in associates.
The consolidated financial report was authorised for issue by the directors on 29 September 2006.
(a) Statement of compliance
The financial report is a general purpose financial report which has been prepared in
accordance with Australian Accounting Standards (AAS), being the Australian equivalent to
International Financial Reporting Standards (IFRS), adopted by the Australian Accounting
Standards Board(AASB).
(b) Basis of preparation
The financial report is presented in Australian dollars.
The financial report is prepared on the historical cost basis except that derivative financial
instruments and financial instruments classified as available for sale assets are stated at their
fair value.
The entity has elected early adoption of the following accounting standards:
|
|
AASB 119 Employee Benefits (December 2004); |
|
|
|
AASB 2004-3 Amendments to Australian Accounting Standards (December 2004) amending AASB 1 First Time
Adoption of Australian Equivalents to International Financial Reporting Standards (July 2004), AASB 101
Presentation of Financial Statements, AASB 124 Related Party Disclosures; |
|
|
|
AASB 2005-1 Amendments to Australian Accounting Standards (May 2005) amending AASB 139 Financial
Instruments: Recognition and Measurement; |
|
|
|
AASB 2005-3 Amendments to Australian Accounting Standards (June 2005) amending AASB 119 Employee Benefits
(either July or December 2004); |
|
|
|
AASB 2005-4 Amendments to Australian Accounting Standards (June 2005) amending AASB 139 Financial
Instruments : Recognition and Measurement, AASB 132 Financial Instruments: Disclosure and Presentation,
AASB 1 First Time Adoption of Australian Equivalents to International Financial Reporting Standards (July
2004); |
|
|
|
AASB 2005-5 Amendments to Australia Accounting Standards (June 2005) amending AASB 1 First Time Adoption
of Australian Equivalents to International Financial Reporting Standards (July 2004) and AASB 139 Financial
Instruments: Recognition and Measurement; |
|
|
|
AASB 2005-6 Amendments to Australian Accounting Standards (June 2005) amending AASB 3 Business Combinations; |
|
|
|
AASB 2005-11 Amendments to Australian Accounting Standards (September 2005) amending AASB 101 Presentation
of Financial Statements, AASB 112 Income Taxes, AASB 132 Financial Instruments: Disclosure and
Presentation, AASB 133 Earnings per Share, AASB 139 Financial Instruments: Recognition and Measurement, and
AASB 141 Agriculture; and |
|
|
|
Urgent Issues Group 4 Determining whether an Arrangement contains a lease. |
The above standards have been applied consistently in the periods presented.
8
Notes to the consolidated financial statements
Significant accounting policies (continued)
(b) Basis of preparation (continued)
Issued standards not early adopted
The following standards and amendments were available for early adoption but have not been applied
by the consolidated entity in these accompanying financial statements:
|
|
AASB 7 Financial instruments: Disclosure (August 2005) replacing
the presentation requirements of financial instruments in AASB
132. AASB 7 is applicable for annual reporting periods beginning
on or after 1 January 2007; |
|
|
|
AASB 2005-9 Amendments to Australian Accounting Standards
(September 2005) requires that liabilities arising from the issue
of financial guarantee contracts are recognised in the balance
sheet. AASB 2005-9 is applicable for annual reporting periods
beginning on or after 1 January 2006 |
|
|
|
AASB 2005-10 Amendments to Australian Accounting Standards
(September 2005) makes consequential amendments to AASB 132
Financial Instruments: Disclosures and Presentation, AASB 101
Presentation of Financial Statements, AASB 114 Segment Reporting,
AASB 117 Leases, AASB 133 Earnings per Share, AASB 139 Financial
Instruments: Recognition and Measurement, AASB 1 First-time
Adoption of Australian Equivalents to International Financial
Reporting Standards, AASB 4 Insurance Contracts, AASB 1023 General
Insurance Contracts and AASB 1038 Life Insurance Contracts,
arising from the release of AASB 7. AASB 2005-10 is applicable for
annual reporting periods beginning on or after 1 January 2007. |
The consolidated entity will adopt AASB 7, AASB 2005-9 and AASB 2005-10 in the 2007 financial year.
The initial application of AASB 7 and AASB 2005-10 is not expected to have an impact on the
financial results of the consolidated entity as the standard and the amendment are concerned only
with disclosures.
The initial application of AASB 2005-9 could have an impact on the financial results of the
consolidated entity as the amendment could result in liabilities being recognised for financial
guarantee contracts that have been provided by the consolidated entity. However, the
quantification of the impact is not known or reasonably estimable in the current financial year as
an exercise to quantify the financial impact has not been undertaken by the consolidated entity to
date.
The preparation of a financial report in conformity with Australian Accounting Standards requires
management to make judgements, estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and expenses. The estimates and associated
assumptions are based on historical experience and various other factors that are believed to be
reasonable under the circumstance, the results of which form the basis of making the judgements
about carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects
only that period, or in the period of the revision and future periods if the revision affects both
current and future periods.
Judgements made by management in the application of Australian Accounting Standards that have a
significant effect on the financial report and estimates with a significant risk of material
adjustment in the next year are discussed in note aa.
The accounting policies set out below have been applied consistently to all periods presented in
the consolidated financial report except for AASB 132: Disclosure and Presentation and AASB 139:
Recognition and Measurement which was adopted on 1 July 2005, as set out in note 36.
9
Notes to the consolidated financial statements
Significant accounting policies (continued)
(c) Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Company. Control exists when the Company has the
power, directly or indirectly, to govern the financial and operating policies of an entity so as to
obtain benefits from its activities. In assessing control, potential voting rights that presently
are exercisable or convertible are taken into account. The financial statements of subsidiaries
are included in these financial statements from the date that control commences until the date that
control ceases.
Associates
Associates are those entities for which the consolidated entity has significant influence, but not
control, over the financial and operating policies. The financial report includes the consolidated
entitys share of the total recognised gains and losses of associates on an equity accounted basis,
from the date that significant influence commences until the date that significant influence
ceases. When the consolidated entitys share of losses exceeds its interest in an associate, the
consolidated entitys carrying amount is reduced to nil and recognition of further losses is
discontinued except to the extent that the consolidated entity has incurred legal or constructive
obligations or made payments on behalf of an associate.
Joint ventures
Joint ventures are those entities over whose activities the consolidated entity has joint control,
established by contractual agreement.
Jointly controlled entities
In the consolidated financial statements, investments in jointly controlled entities are accounted
for using equity accounting principles. Investments in joint venture entities are carried at the
lower of the equity accounted amount and recoverable amount.
The consolidated entitys share of the jointly controlled entitys net profit or loss is recognised
in the consolidated income statement from the date joint control commenced until the date joint
control ceases. Other movements in reserves are recognised directly in the consolidated reserves.
Jointly controlled operations and assets
The interest of the consolidated entity in unincorporated joint ventures and jointly controlled
assets are brought to account by recognising in its financial statements the assets it controls and
the liabilities that it incurs, and the expenses it incurs and its share of income that it earns
from the sale of goods or services by the joint venture.
Transactions eliminated on consolidation
Intragroup balances and any unrealised gains and losses or income and expenses arising from
intragroup transactions are eliminated in preparing the financial report.
Unrealised gains arising from transactions with associates and jointly controlled entities are
eliminated to the extent of the consolidated entitys interest in the entity, with adjustments made
to the Investment in associates and Share of associates net profit accounts.
Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that
there is no evidence of impairment.
Gains and losses are recognised as the relevant assets are consumed or sold by the associate or
jointly controlled entities or, if not consumed or sold by the associate or jointly controlled
entity, when the consolidated entitys interest in such entities is disposed of.
Changes in ownership interest
When a controlled entity makes a new issue of capital and the consolidated entitys percentage
ownership changes, the share of retained profits and reserves attributed to the Company and
minority interest is adjusted to reflect the new ownership interest. The adjustment is not
reflected in net profit but as a direct adjustment to the specific equity accounts.
10
Notes to the consolidated financial statements
Significant accounting policies (continued)
(d) Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date
of the transaction. Monetary assets and liabilities denominated in foreign currencies at the
balance sheet date are translated to Australian dollars at the foreign exchange rate ruling at that
date. Foreign exchange differences arising on translation are recognised in the income statement.
Non monetary assets and liabilities that are measured in terms of historical cost in a foreign
currency are translated using the exchange rate at the date of the transaction. Non monetary
assets and liabilities denominated in foreign currencies that are stated at fair value are
translated to Australian dollars at foreign exchange rates ruling at the dates the fair value was
determined.
Financial statements of foreign operations
The assets and liabilities for foreign operations, including goodwill and fair value adjustments
arising on consolidation, generally are translated to Australian dollars at foreign exchange rates
ruling at the balance sheet date. The revenues and expenses of foreign operations are translated
to Australian dollars at rates approximating the foreign exchange rates ruling at the dates of the
transactions.
Net investment in foreign operations
Exchange differences arising from the translation of the net investment in foreign operations, and
of related hedges are taken to translation reserve. They are released into the income statement
upon disposal.
(e) Derivative financial instruments
Current period policy (from 1 July 2005)
The consolidated entity uses derivative financial instruments to hedge its exposure to foreign
exchange arising from operational and financing activities. In accordance with its treasury
policy, the consolidated entity does not hold or issue derivative financial instruments for trading
purposes. However, derivatives that do not qualify for hedge accounting are accounted for as
trading instruments.
Derivative financial instruments are initially recognised at cost. Subsequent to initial
recognition, derivative financial instruments are stated at fair value. The gain or loss on
remeasurement to fair value is recognised immediately in profit or loss. However, where
derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the
nature of the item being hedged (see accounting policy f).
The fair value of forward exchange contracts is their quoted market price at the balance sheet
date, being the present value of the quoted forward price.
Comparative period policy (to 30 June 2005) Unaudited
The consolidated entity is exposed to changes in interest rates, foreign exchange rates and
commodity prices from its activities. The consolidated entity uses forward foreign exchange
contracts to hedge these risks. Derivative financial instruments are not held for speculative
purposes. The accounting policy in respect of these derivatives are described in accounting policy
note (f).
The impact of the change in accounting policy is set out in note 36.
11
Notes to the consolidated financial statements
Significant accounting policies (continued)
(f) Hedging
Current period policy (from 1 July 2005)
Cash flow hedges
Where a derivative financial instrument is designated as a hedge of the variability in cash flows
of a recognised asset or liability, or a highly probable forecast transaction, the effective part
of any gain or loss on the derivative financial instrument is recognised directly in equity. When
the forecast transaction subsequently results in the recognition of a non financial asset or non
financial liability, or the forecast transaction for a non financial asset or non financial
liability, the associated cumulative gain or loss is removed from equity and included in the
initial cost or other carrying amount of the non financial asset or liability. If a hedge of a
forecast transaction subsequently results in the recognition of a financial asset or a financial
liability, then the associated gains or losses that were recognised directly in equity are
reclassified into profit or loss in the same period or periods during which the asset acquired or
liability assumed affects profit or loss (i.e., when interest income or expense is recognised).
For cash flow hedges, other than those described above, the associated cumulative gain or loss is
removed from equity and recognised in the income statement in the same period or periods during
which the hedged forecast transaction affects profit and loss. The ineffective part of any gain or
loss is recognised immediately in the income statement.
When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes
designation of the hedge relationship but the hedged forecast transaction is expected to occur, the
cumulative gain or loss at that point remains in equity and is recognised in accordance with the
above policy when the transaction occurs. If the hedged transaction is no longer expected to
occur, then the cumulative unrealised gain or loss, previously recognised in equity, is transferred
to the income statement.
Hedge of monetary assets and liabilities
When a derivative financial instrument is used to hedge the foreign exchange exposure of a
recognised monetary asset or liability, hedge accounting is not applied and any gain or loss on the
hedging instrument is recognised in the income statement.
Comparative period policy (to 30 June 2005) Unaudited
Transactions are designated as a hedge of the anticipated specific purchase or sale of good or
services, only when they are expected to reduce exposure to the risks being hedged, are designated
prospectively so that it is clear when an anticipated transaction has or has not occurred and it is
probable the anticipated transaction will occur as designated.
Gains or losses on the hedge arising up to date of the anticipated transaction, together with any
costs or gains arising at the time of entering into the hedge, are deferred and included in the
measurement of the anticipated transaction when the transaction has occurred as designated. Any
gains or losses on the hedge transaction after that date are included in the income statement.
The net amounts receivable or payable under forward foreign exchange contracts and the associated
deferred gains and losses are recorded on the balance sheet from the date of the inception of the
hedge transaction. When recognised, the net receivables or payables are revalued using the foreign
currency current at reporting date.
Option premiums are recorded in other assets when paid and included in the measurement of the
transaction when it occurs.
When the anticipated transaction is no longer expected to occur as designated, the deferred gains
or losses relating to the hedged transaction are recognised immediately in income statement.
Where a hedge transaction is terminated early and the anticipated transaction is still expected to
occur as designated, the deferred gains or losses that arose on the hedge prior to its termination
continue to be deferred and are included in the measurement of the purchase or sale or interest
transaction when it occurs. Where a hedge transaction is terminated early because the anticipated
transaction is no longer expected to occur as designated, deferred gains or losses that arose on
the hedge prior to its termination are included in the income statement for the period.
12
Notes to the consolidated financial statements
Significant accounting policies (continued)
(f) Hedging (continued)
Where a hedge is redesignated as a hedge of another transaction, gains or losses arising on
the hedge prior to its redesignation are deferred only where the original anticipated transaction
is still expected to occur as designated. When the original anticipated transaction is no longer
expected to occur as designated, any gains or losses relating to the hedge instrument are included
in the income statement for the period.
Gains or losses that arise prior to and upon the maturity of transactions entered into under hedge
rollover strategies are deferred and included in the measurement of the hedged anticipated
transaction if the transaction is still expected to occur as designated. If the anticipated
transaction is no longer expected to occur as designated, the gains or losses are recognised
immediately in the income statement.
Hedge of monetary assets and liabilities
All other hedge transactions are recorded initially at the relevant rate at the date of the
transaction. Hedges outstanding at reporting date are valued at the rate ruling on that date and
any gains or losses are brought to account in the income statement.
Costs or gains arising at the time of entering into the hedge are deferred and amortised over the
life of the hedge.
(g) Property, plant and equipment
Owned assets
Items of property, plant and equipment are stated at cost less accumulated depreciation (see below)
and impairment losses (see accounting policy n). The cost of self constructed assets includes the
cost of materials, direct labour and an appropriate proportion of production overheads. The cost
of self constructed assets and acquired assets includes:
(i) |
|
the initial estimate at the time of installation and during the period of use, when relevant,
of the costs of dismantling and removing the items and restoring the site on which they are
located; and |
|
(ii) |
|
changes in the measurement of existing liabilities recognised for these costs resulting from
changes in the timing or outflow of resources required to settle the obligation or from
changes in the discount rate. |
Where parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items of property, plant and equipment.
Leased assets
Leases which the consolidated entity assumes substantially all of the risks and rewards of
ownership are classified as finance leases. The owner occupied property acquired by way of a
finance lease is stated at an amount equal to the lower of its fair value and the present value of
the minimum lease payments at inception of the lease, less accumulated depreciation and impairment
losses (see accounting policy n). Lease payments are accounted for as described in accounting
policy w.
Subsequent costs
The consolidated entity recognises in the carrying amount of an item of property, plant and
equipment the cost of replacing part of such an item when that cost is incurred if it is probable
that the future economic benefits embodied within the item will flow to the consolidated entity and
the cost of the item can be measured reliably. All other costs are recognised in the income
statement as an expense as incurred.
13
Notes to the consolidated financial statements
Significant accounting policies (continued)
(g) Property, plant and equipment (continued)
Depreciation
Depreciation is charged to the income statement on a straight line basis over the estimated useful
lives of each part of an item of property, plant and equipment. Land is not depreciated. The
estimated useful lives in the current and comparative periods are as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 (unaudited) |
|
|
buildings
|
|
20 years
|
|
20 years |
|
|
open cut infrastructure
|
|
6 to 14 years
|
|
6 to 14 years |
|
|
plant and equipment
|
|
3 to 11 years
|
|
3 to 11 years |
|
|
leased assets
|
|
5 to 7 years
|
|
5 to 7 years |
The residual value, if not insignificant, is reassessed annually.
(h) Intangible assets
Goodwill
Business combinations (since 1 July 2004)
All business combinations are accounted for by applying the purchase method. Goodwill represents
the difference between the cost of the acquisition and the fair value of the net identifiable
assets acquired including coal reserves and exploration and evaluation expenditure.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash
generating units and is not amortised but is tested annually for impairment (see accounting policy
n). In respect of associates, the carrying amount of goodwill is included in the carrying amount
of the investment in the associate.
Negative goodwill arising on an acquisition is recognised directly in profit or loss.
Coal reserves
Coal reserves are stated at cost. The carrying value is assessed annually for impairment.
Subsequent expenditure
Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the
future economic benefits embodied in the specific asset to which it relates. All other expenditure
is expensed as incurred.
Amortisation
Amortisation of coal reserves is based on saleable coal production and is charged to the income
statement on a unit of production basis over the economically recoverable reserves. Goodwill and
intangible assets with an indefinite useful life are tested for impairment at each annual balance
sheet date.
14
Notes to the consolidated financial statements
Significant accounting policies (continued)
(i) Investments
Investments in debt and equity securities
All investments are recognised initially at cost, being the fair value of consideration given and
include acquisition costs associated with the investment.
After initial recognition, investments which are classified as available for sale are measured at
fair value. Gains and losses on available for sale investments are recognised as a separate
component of equity until the investment is sold, or until the investment is determined to be
impaired, at which time the cumulative gain or loss previously recognised in equity is transferred
to the income statement.
For investments that are actively traded in organised financial markets the fair value is
determined by reference to the Stock Exchange quoted market bid prices at the close of business at
the balance sheet date.
Comparative period policy (to 30 June 2005) Unaudited
Investments in other listed entities and other unlisted entities are measured at the lower of cost
and recoverable amount. Investments in marketable securities held for the purpose of trading are
measured at fair value.
The quantitative effect of the change in accounting policy is set out in note 36.
(j) Trade and other receivables
Current accounting policy (from 1 July 2005)
Trade and other receivables are stated at their invoiced amount less impairment losses (see
accounting policy n).
Comparative period policy (to 30 June 2005) Unaudited
Trade and other receivables are carried at invoiced amounts. The collectability of debts is
assessed at reporting date and specific provision is made for any doubtful accounts. Bad debts are
written off as incurred.
(k) Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value is
the estimated selling price in the ordinary course of business, less the estimated selling costs.
The cost of coal stocks is based on a running average cost basis and includes an appropriate share
of both fixed and variable costs incurred in extracting the coal and bringing it to its existing
condition and location.
(l) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with an original maturity
of three months or less. Bank overdrafts that are payable on demand and form an integral part of
the consolidated entitys cash management are included as a component of cash and cash equivalents
for the purpose of the statement of cash flows.
15
Notes to the consolidated financial statements
Significant accounting policies (continued)
(m) Exploration, and evaluation expenditure
Pre licence costs are recognised in the income statement as incurred.
Exploration and evaluation expenditure, including the costs of acquiring licences, are capitalised
as exploration and evaluation assets on an area of interest basis. The capitalised costs are
presented as intangible exploration and evaluation assets. When a licence is relinquished or a
project abandoned, the related costs are recognised in profit or loss.
Exploration and evaluation assets are only recognised if the rights of the area of interest are
current and either:
(i) |
|
the expenditures are expected to be recouped through successful development and exploitation
of the area of interest; or |
|
(ii) |
|
activities in the area of interest have not at the reporting date, reached a stage which
permits a reasonable assessment of the existence or other wise of economically recoverable
reserves and active and significant operations in, or in relation to, the area of interest are
continuing. |
Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to
determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest
that the carrying amount exceeds the recoverable amount (see impairment, accounting policy n). For
the purposes of impairment testing, exploration and evaluation assets are allocated to
cash-generating units to which the exploration activity relates. The cash generating unit shall
not be larger than the area of interest.
Exploration and evaluation assets that have reached the development and production phase are
reclassified as property, plant and equipment and are depreciated (amortised) on a units of
production basis over the life of the economically recoverable reserve.
(n) Impairment
The carrying amounts of the consolidated entitys assets other than, inventories (see
accounting policy k), and deferred tax assets (see accounting policy x), are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication
exists, the assets recoverable amount is estimated (see below).
For goodwill, assets that have an indefinite useful life and intangible assets that are not yet
available for use, the recoverable amount is estimated annually.
An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable
amount. Impairment losses are recognised in the income statement unless the asset has been
revalued previously in which case the impairment loss is recognised as a reversal to the extent of
the previous revaluation with any excess recognised through the income statement.
Impairment losses recognised in respect of cash generating units are allocated first to reduce the
carrying amount of any goodwill allocated to the cash generating unit (group of units) and then, to
reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.
When a decline in the fair value of an available for sale financial asset has been recognised
directly in equity and there is objective evidence that the asset is impaired, the cumulative loss
that had been recognised directly in equity is recognised in profit or loss. The amount of the
cumulative loss that is recognised in profit or loss is the difference between the acquisition cost
and current fair value, less any impairment loss on that financial asset previously recognised in
profit or loss.
16
Notes to the consolidated financial statements
Significant accounting policies (continued)
(n) Impairment (continued)
Calculation of recoverable amount
The recoverable amount of other assets is the greater of their fair value less costs to sell and
value in use. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset. For an asset that does not generate largely
independent cash inflows, the recoverable amount is determined for the cash generating unit to
which the asset belongs.
Reversals of impairment
An impairment loss in respect of an investment in an equity instrument classified as available for
sale is not reversed through profit or loss. If the fair value of a debt instrument classified as
available for sale increases and the increase can be objectively related to an event occurring
after the impairment loss was recognised in profit or loss, the impairment loss shall be reversed,
with the amount of the reversal recognised in the income statement.
In respect of assets, other than goodwill, an impairment loss is reversed if there has been a
change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the assets carrying amount does not exceed
the carrying amount that would have been determined, net of depreciation or amortisation, if no
impairment loss had been recognised.
(o) Dividends
Dividends are recognised as a liability in the period in which they are declared.
(p) Interest bearing borrowings
Current accounting policy (from 1 July 2005)
Interest bearing borrowings are recognised initially at fair value less attributable transaction
costs. Subsequent to initial recognition, interest bearing borrowings are stated at amortised cost
with any difference between cost and redemption value being recognised in the income statement over
the period of the borrowings on an effective interest basis.
Comparative period policy (to 30 June 2005) Unaudited
Bank loans are recognised at the principal amount, subject to set off arrangements. Interest
expense is accrued at the contracted rate and included in Trade and other payables.
The quantitative effect of the change in accounting policy is set out in note 36.
(q) Net financing costs
Financing costs include interest payable on borrowings, calculated using the effective
interest rate method, finance charges in respect of leases, exchange differences arising from
foreign currency borrowing to the extent that they are regarded as an adjustment to interest costs
and differences relating to the unwinding of the discount of assets and liabilities measured at
amortised costs.
Financing costs are recognised as an expense in the period in which they are incurred, unless they
relate to a qualifying asset. Financing costs incurred for the construction of any qualifying
asset are capitalised during the period of time that is required to complete and prepare the asset
for its intended use or sale.
Financial income is recognised as it accrues taking into account the effective yield on the
financial asset.
17
Notes to the consolidated financial statements
Significant accounting policies (continued)
(r) Earnings per share
Basic earnings per share (EPS) is calculated by dividing the net profit attributable to
members of the parent entity for the reporting period, after excluding any costs of servicing
equity (other than ordinary shares and converting preference shares classified as ordinary shares
for EPS calculation purposes), by the weighted average number of ordinary shares of the Company,
adjusted for any bonus issue.
Diluted EPS is calculated by dividing the basic EPS earnings, adjusted by the tax effect of
financial costs associated with dilutive ordinary shares and the effect on revenues and expenses of
conversion to ordinary shares associated with dilutive potential ordinary shares, by the weighted
average number of ordinary and dilutive potential ordinary shares adjusted for any bonus issue.
(s) Employee benefits
Defined contribution plans
Controlled entities of the Company contribute to various funds including the AUSCOAL superannuation
fund. Contributions are charged against income as they are made.
Long term service benefits
The consolidated entitys net obligation in respect of long term service benefits, other than
pension plans, is the amount of future benefit that employees have earned in return for their
service in the current and prior periods. The obligation is calculated using expected future
increases in wage and salary rates including related on costs and expected settlement dates, and is
discounted using the rates attached to the Commonwealth Government bonds at the balance sheet date
which have maturity dates approximating to the terms of the consolidated entitys obligations.
Wages, salaries, annual leave, sick leave and non monetary benefits
Liabilities for employee benefits for wages, salaries, annual leave and sick leave represent
present obligations resulting from employees services provided to the reporting date, calculated
at undiscounted amounts based on remuneration wage and salary rates that the consolidated entity
expects to pay as at reporting date including related on costs, such as, workers compensation
insurance and payroll tax.
Non accumulating non monetary benefits, such as medical care, housing and cars, are expensed based
on the net marginal cost to the consolidated entity as the benefits are taken by the employees.
18
Notes to the consolidated financial statements
Significant accounting policies (continued)
(t) Provisions
A provision is recognised in the balance sheet when the consolidated entity has a present
legal or constructive obligation as a result of a past event, and it is probable that an outflow of
economic benefits will be required to settle the obligation. If the effect is material, provisions
are determined by discounting the expected future cash flows at a pre tax rate that reflects
current market assessments of the time value of money and, when appropriate, the risks specific to
the liability.
Mine rehabilitation
Provisions are made for the estimated cost of rehabilitation relating to areas disturbed during the
mines operation up to reporting date but not yet rehabilitated. Provision has been made in full
for all disturbed areas at the reporting date based on current estimates of costs to rehabilitate
such areas, discounted to their present value based on expected future cash flows. The estimated
cost of rehabilitation includes the current cost of recontouring, topsoiling and revegetation
employing legislative requirements. Changes in estimates are dealt with on a prospective basis as
they arise.
Significant uncertainty exists as to the amount of rehabilitation obligations which may be incurred
due to the impact of possible future changes in environmental legislation.
The amount of the provision relating to rehabilitation of mine infrastructure and dismantling
obligations is recognised at the commencement of the mining project and/or construction of the
assets where a legal or constructive obligation exists at that time. The provision is recognised
as a liability with a corresponding asset included in mining property and development assets.
At each reporting date the rehabilitation liability is re-measured in line with changes in discount
rates, and timing or amount of the costs to be incurred. Changes in the liability relating to
rehabilitation of mine infrastructure and dismantling obligations are added to or deducted from the
related asset, other than the unwinding of the discount which is recognised as a finance cost in
the income statement as it occurs.
If the change results in a liability that exceeds the carrying amount of the asset, the asset is
written-down to nil and the excess is recognised immediately in the income statement. If the
change in the liability results in an addition to the cost of the asset, the recoverability of the
new carrying amount is considered. Where there is an indication that the new carrying amount is
not fully recoverable, an impairment test is performed with the write-down recognised in the income
statement in the period in which it occurs.
19
Notes to the consolidated financial statements
Significant accounting policies (continued)
(u) Trade and other payables
Current period policy (from 1 July 2005)
Trade and other payables are stated at their invoiced amount.
Comparative period policy (to 30 June 2005) Unaudited
Trade and other payables are carried at cost which is the fair value of the consideration to be
paid in the future for goods and services received, whether or not billed to the company.
(v) Revenue
Revenue from the sale of coal is recognised in the income statement when the significant risks
and rewards of ownership have been transferred to the buyer, as specified by individual sale
agreements, and is usually the date the goods are received by the shipping agent. No revenue is
recognised if there are significant uncertainties regarding recovery of the consideration due, the
costs incurred cannot be measured reliably, there is a risk of return of goods or there is
continuing management involvement with the goods.
Deferred revenue
Deferred revenue is recognised as revenue when the significant risks and rewards of ownership have
been transferred to the buyer.
(w) Leases
Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight line
basis over the term of the lease. Lease incentives received are recognised in the income statement
as an integral part of the total leased expense and spread over the lease term.
Finance lease payments
Minimum lease payments are apportioned between the finance charge and the reduction of the
outstanding liability. The finance charge is allocated to each period during the lease term so as
to produce constant periodic rate of interest on the remaining balance of the liability.
(x) Income tax
Income tax on the profit and loss for the year comprises current and deferred tax. Income tax
is recognised in the income statement except to the extent that it relates to items recognised
directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted
or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of
previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes. The following temporary differences are not provided
for: goodwill, the initial recognition of assets and liabilities that affect neither accounting nor
taxable profit, and differences relating to investments in subsidiaries to the extent that they
will probably not reverse in the foreseeable future. The amount of deferred tax provided is based
on the expected manner of realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable
profits will be available against which the asset can be utilised. Deferred tax assets are reduced
to the extent that it is no longer probable that the related tax benefit will be realised.
Additional income taxes that arise from the distribution of dividends are recognised at the same
time as the liability to pay the related dividend.
20
Notes to the consolidated financial statements
Significant accounting policies (continued)
(y) Goods and services tax
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST),
except where the amount of GST incurred is not recoverable from the taxation authority. In these
circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of
the expense.
Receivables and payables are stated with the amount of GST included. The net amount of GST
recoverable from, or payable to, the ATO is included as a current asset or liability in the balance
sheet.
Cash flows are included in the statement of cash flows on a gross basis. The GST components of
cash flows arising from investing and financing activities which are recoverable from, or payable
to, the ATO are classified as operating cash flows.
(z) Deferred stripping costs
Expenditure incurred to remove overburden or waste material during the production phase of a
mining operation is deferred as work in progress and capitalised as inventory to the extent it
gives rise to future economic benefits and charged to operating costs on a units of production
basis using the estimated average stripping ratio for the area being mined. Changes in estimates
of average stripping ratios are accounted for prospectively.
For the purposes of assessing impairment, deferred stripping costs are grouped with other assets of
the relevant cash generating unit.
(aa) Accounting estimates and judgements
Management discussed with the Audit and Corporate Governance Committee the development,
selection and disclosure of the consolidated entitys critical accounting policies and estimates
and the application of these policies and estimates. The estimates and judgements that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are discussed below.
Key sources of estimation uncertainty
Note 20 contains information about the assumptions and their risk factors relating to goodwill
impairment. In note 26 detailed analysis is given of the foreign exchange exposure of the
consolidated entity and risks in relation to foreign exchange movements.
Recoverability of development costs
The Groups net assets held in Venezuela amount to $15,962,000 as at 30 June 2006, its carrying
value is supported by discounted cash flows.
The Government of Venezuela has announced plans to nationalise certain privately held mining
interests but it is not clear whether this policy will be implemented as announced or whether it
will apply to Excels assets in Venezuela. If the policy does apply to Excels assets in
Venezuela, it is not yet clear whether the carrying value of the asset will be affected. At the
date of this report the Directors are of the opinion that the carrying value of the assets are not
impaired.
Coal reserves amortisation
Coal reserves are being amortised based on saleable coal production over economically recoverable
reserves. The amount of reserves that may be actually mined in future and the Companys estimates
of reserves from time to time in future may vary from current reserve estimates.
Critical accounting judgements in applying the consolidated entitys accounting policies
Certain critical accounting judgements in applying the consolidated entitys accounting policies
are described below.
Business combinations
Under Australian Accounting Standards there are a number of options allowed when accounting for the
acquisition of additional interests subsequent to acquiring control. Excel has elected to allocate
the additional consideration over the net assets acquired to equity.
21
Notes to the consolidated financial statements
2. Segment reporting
Business and geographical segments
The consolidated entity operates predominantly within the coal industry in Australia.
3. Revenue
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
$000 |
|
|
|
$000 |
|
|
Coal sales |
|
|
512,289 |
|
|
|
353,853 |
|
|
|
|
|
|
|
|
|
|
Other revenue |
|
|
|
|
|
|
|
|
Other
revenue |
|
|
2,167 |
|
|
|
3,876 |
|
Port fees |
|
|
3,465 |
|
|
|
|
|
|
|
|
|
517,921 |
|
|
|
357,729 |
|
|
4. Other income
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
$000 |
|
|
|
$000 |
|
|
Net gain on disposal of property, plant and
equipment |
|
|
606 |
|
|
|
107 |
|
|
|
|
|
606 |
|
|
|
107 |
|
|
5. Results from operating activities
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
$000 |
|
|
|
$000 |
|
|
Depreciation and
amortisation |
|
|
24,589 |
|
|
|
20,973 |
|
|
6. Personnel expenses
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
$000 |
|
|
|
$000 |
|
|
Wages and salaries |
|
|
41,267 |
|
|
|
31,629 |
|
Contributions to defined contribution plans |
|
|
2,756 |
|
|
|
2,099 |
|
Increase in liability for long service
leave |
|
|
907 |
|
|
|
546 |
|
|
|
|
|
44,930 |
|
|
|
34,274 |
|
|
22
Notes to the consolidated financial statements
7. Auditors remuneration
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Audit Services |
|
|
|
|
|
|
|
|
Auditors of the Company |
|
|
|
|
|
|
|
|
KPMG Australia: |
|
|
|
|
|
|
|
|
Audit and review of financial reports |
|
|
337 |
|
|
|
275 |
|
Other regulatory services |
|
|
8 |
|
|
|
5 |
|
Overseas KPMG firms: |
|
|
|
|
|
|
|
|
Audit and review of financial reports |
|
|
35 |
|
|
|
28 |
|
|
|
|
|
380 |
|
|
|
308 |
|
|
Other Services |
|
|
|
|
|
|
|
|
Auditors of the Company |
|
|
|
|
|
|
|
|
Other audit related services |
|
|
|
|
|
|
|
|
KPMG Australia: |
|
|
|
|
|
|
|
|
IFRS accounting services |
|
|
52 |
|
|
|
50 |
|
Accounting interpretation advice |
|
|
24 |
|
|
|
33 |
|
|
|
|
|
76 |
|
|
|
83 |
|
|
Other non audit related services |
|
|
|
|
|
|
|
|
KPMG Australia: |
|
|
|
|
|
|
|
|
Other assurance services |
|
|
18 |
|
|
|
60 |
|
Taxation compliance services |
|
|
59 |
|
|
|
79 |
|
Due diligence services |
|
|
200 |
|
|
|
|
|
Overseas KPMG firms: |
|
|
|
|
|
|
|
|
Due diligence services |
|
|
73 |
|
|
|
|
|
|
|
|
|
350 |
|
|
|
139 |
|
|
|
|
|
806 |
|
|
|
530 |
|
|
8. Net financing costs
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$000 |
|
|
$000 |
|
|
Interest income |
|
|
4,460 |
|
|
|
4,571 |
|
Dividend income |
|
|
125 |
|
|
|
120 |
|
|
Financial income |
|
|
4,585 |
|
|
|
4,691 |
|
|
|
|
|
|
|
|
|
|
Other investments: |
|
|
|
|
|
|
|
|
Net loss on disposal |
|
|
(1,022 |
) |
|
|
|
|
Interest expense |
|
|
(13,243 |
) |
|
|
(9,624 |
) |
Unwinding of discount |
|
|
(637 |
) |
|
|
(102 |
) |
Net foreign exchange loss |
|
|
(287 |
) |
|
|
|
|
|
Financial expenses |
|
|
(15,189 |
) |
|
|
(9,726 |
) |
|
Net financing
(costs)/income |
|
|
(10,604 |
) |
|
|
(5,035 |
) |
|
23
Notes to the consolidated financial statement
9. Income tax expense
Recognised in the income statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
Note |
|
|
$ 000 |
|
|
$ 000 |
|
|
Current tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
Current year |
|
|
|
|
|
|
31,784 |
|
|
|
14,793 |
|
Adjustments for prior years |
|
|
|
|
|
|
|
|
|
|
(115 |
) |
|
|
|
|
|
|
|
|
31,784 |
|
|
|
14,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of temporary
differences |
|
|
|
|
|
|
22,197 |
|
|
|
1,235 |
|
(Benefit)/reversal of tax losses recognised |
|
|
|
|
|
|
(8,639 |
) |
|
|
15,316 |
|
|
|
|
|
18 |
|
|
|
13,558 |
|
|
|
16,551 |
|
|
Total income tax expense/(benefit) in income
Statement (substantially domestic) |
|
|
|
|
|
|
45,342 |
|
|
|
31,229 |
|
|
Numerical reconciliation between tax expense and pre-tax net profit
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Profit before tax (substantially domestic) |
|
|
152,312 |
|
|
|
109,032 |
|
|
Income tax using the domestic corporation tax
rate of 30% (2005: 30%) |
|
|
45,694 |
|
|
|
32,710 |
|
Increase/(decrease) in income tax expense due to: |
|
|
|
|
|
|
|
|
Share of associates net profit |
|
|
(133 |
) |
|
|
(1,864 |
) |
R&D claims |
|
|
(277 |
) |
|
|
|
|
Other non-deductible /(assessable) items |
|
|
58 |
|
|
|
1,048 |
|
Tax losses recognised |
|
|
|
|
|
|
(550 |
) |
|
|
|
|
|
|
|
|
|
|
Under/(over) provided in prior years |
|
|
|
|
|
|
(115 |
) |
|
Income tax expense on pre-tax net profit |
|
|
45,342 |
|
|
|
31,229 |
|
|
Deferred tax recognised directly in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
Note |
|
|
$ 000 |
|
|
$ 000 |
|
|
Relating to equity securities available for
sale |
|
|
|
|
|
|
12 |
|
|
|
|
|
Relating to hedge reserve |
|
|
|
|
|
|
(1,416 |
) |
|
|
|
|
IPO Costs |
|
|
|
|
|
|
413 |
|
|
|
582 |
|
|
Total deferred tax recognised through equity |
|
|
18 |
|
|
|
(991 |
) |
|
|
582 |
|
|
24
Notes to the consolidated financial statements
10. Earnings per share
Basic and diluted earning per share
The calculation of basic earnings share at 30 June 2006 was based on the profit attributable
to ordinary shareholders of $98,062,000 (2005-Unaudited: $62,848,000) and a weighted average number
of ordinary shares outstanding during the year ended 30 June 2006 of 204,878,114 (2005-Unaudited:
192,725,185), calculated as follows:
Profit attributable to ordinary shareholders
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Profit for the period attributable to ordinary
shareholders |
|
|
98,062 |
|
|
|
62,848 |
|
|
Weighted average number of ordinary shares
|
|
|
|
|
|
|
|
|
|
|
Weighted average |
|
|
|
number of shares |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
Issued ordinary shares at 1 July |
|
|
199,870,470 |
|
|
|
182,742,325 |
|
Effect of shares issued Institutional placement |
|
|
4,879,512 |
|
|
|
|
|
Effect of shares issued Share purchase plan |
|
|
128,132 |
|
|
|
|
|
Effect of shares issued to acquire 25% of HunterCoal Pty Ltd |
|
|
|
|
|
|
6,312,329 |
|
Effect of shares issued to acquire 51% of Millennium Coal Pty Ltd |
|
|
|
|
|
|
1,829,285 |
|
Effect of shares issued to acquire 26% of Millennium Coal Pty Ltd |
|
|
|
|
|
|
1,308,421 |
|
Effect of shares issued to acquire 8% of Millennium Coal Pty Ltd |
|
|
|
|
|
|
532,825 |
|
|
Weighted average number of ordinary shares at 30 June |
|
|
204,878,114 |
|
|
|
192,725,185 |
|
|
Basic and diluted earnings per share attributable to ordinary
shareholders |
|
|
47.9c |
|
|
|
32.6c |
|
|
There were no potential dilutive ordinary shares. The number of shares on issue at 30 June 2006
was 214,977,360 (Refer note 25 for details of movements in capital)
11. Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Bank balances |
|
|
32,972 |
|
|
|
66,889 |
|
Call deposits |
|
|
6,830 |
|
|
|
38,116 |
|
|
Cash and cash
equivalents |
|
|
39,802 |
|
|
|
105,005 |
|
|
25
Notes to the consolidated financial statements
12. Trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Current |
|
|
|
|
|
|
|
|
Trade receivables |
|
|
45,495 |
|
|
|
12,190 |
|
Security deposits |
|
|
25,052 |
|
|
|
16,892 |
|
Other receivables and
prepayments |
|
|
10,725 |
|
|
|
6,040 |
|
|
|
|
|
|
|
|
|
|
Fair value derivatives |
|
|
3,691 |
|
|
|
26,366 |
|
|
|
|
|
84,963 |
|
|
|
61,488 |
|
|
|
|
|
|
|
|
|
|
|
Non current |
|
|
|
|
|
|
|
|
Loan to associate |
|
|
|
|
|
|
1,304 |
|
Other debtors |
|
|
7,878 |
|
|
|
8,623 |
|
|
|
|
|
7,878 |
|
|
|
9,927 |
|
|
13. Inventories
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Current |
|
|
|
|
|
|
|
|
Raw materials and
consumables |
|
|
923 |
|
|
|
1,194 |
|
Work in progress |
|
|
80,111 |
|
|
|
8,995 |
|
Finished goods |
|
|
27,220 |
|
|
|
15,260 |
|
|
|
|
|
108,254 |
|
|
|
25,449 |
|
|
14. Other financial assets
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Current investments |
|
|
|
|
|
|
|
|
Listed equity securities available for
sale |
|
|
143 |
|
|
|
|
|
|
Listed investments |
|
|
|
|
|
|
3,611 |
|
Other investments |
|
|
3,048 |
|
|
|
|
|
|
|
|
|
3,048 |
|
|
|
3,611 |
|
|
|
|
|
3,191 |
|
|
|
3,611 |
|
|
|
|
|
|
|
|
|
|
|
Non current investments |
|
|
|
|
|
|
|
|
Listed investments |
|
|
|
|
|
|
47 |
|
Unlisted investments |
|
|
1,157 |
|
|
|
1,290 |
|
|
|
|
|
1,157 |
|
|
|
1,337 |
|
|
26
Notes to the consolidated financial statements
15. Current tax assets and liabilities
The current tax liability for the consolidated entity of $22,321,000 (2005-Unaudited:
$12,173,000) represents the amount of income taxes payable in respect of current and prior periods.
In accordance with the tax consolidation legislation, the Company as the head entity of the
Australian tax-consolidated group has assumed the current tax liability initially recognised by the
members in the tax consolidation group.
16. Investments accounted for using the equity method
Investments in associates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ownership interest |
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
Name |
|
Principal activities |
|
Country of incorporation |
|
Reporting date |
|
2006 |
|
2005 |
|
|
ICC Holdings Pty Ltd |
|
Manufacturers of metallurgical coke |
|
Australia |
|
30 June |
|
50% |
|
|
50 |
% |
Excel Coal Marketing Pty
Ltd |
|
Coal marketing |
|
Australia |
|
30 June |
|
30% |
|
|
|
|
GTN Copper Technology Ltd |
|
Dormant |
|
Australia |
|
30 June |
|
55.9% |
|
|
55.9 |
% |
Antrim Coal Ltd |
|
Dormant |
|
UK |
|
31 December |
|
50% |
|
|
50 |
% |
|
The consolidated entity has the following investments in associates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of |
|
|
|
|
|
|
|
|
|
|
Net assets as |
|
|
Share of |
|
|
|
|
|
|
|
Profit/ |
|
|
associates net |
|
|
Total |
|
|
Total |
|
|
reported by |
|
|
associates net |
|
|
|
Revenues |
|
|
(loss) |
|
|
profit/(loss) |
|
|
Assets |
|
|
Liabilities |
|
|
associates |
|
|
assets equity |
|
|
|
(100%) |
|
|
(100%) |
|
|
recognised |
|
|
(100%) |
|
|
(100%) |
|
|
(100%) |
|
|
accounted |
|
|
|
$000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ICC Holdings Pty Ltd |
|
|
53,246 |
|
|
|
68 |
|
|
|
34 |
|
|
|
29,850 |
|
|
|
11,058 |
|
|
|
18,792 |
|
|
|
9,396 |
|
Excel Coal Marketing Pty
Ltd |
|
|
35,627 |
|
|
|
1,363 |
|
|
|
409 |
|
|
|
25,329 |
|
|
|
23,966 |
|
|
|
1,363 |
|
|
|
409 |
|
GTN Copper Technology Ltd |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
537 |
|
|
|
|
|
|
|
537 |
|
|
|
300 |
|
Antrim Coal Ltd |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
|
|
1 |
|
|
|
|
|
88,873 |
|
|
|
1,431 |
|
|
|
443 |
|
|
|
55,718 |
|
|
|
35,024 |
|
|
|
20,694 |
|
|
|
10,106 |
|
|
2005 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ICC Holdings Pty Ltd |
|
|
58,468 |
|
|
|
12,428 |
|
|
|
6,214 |
|
|
|
32,620 |
|
|
|
13,894 |
|
|
|
18,726 |
|
|
|
9,363 |
|
GTN Copper Technology Ltd |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
537 |
|
|
|
|
|
|
|
537 |
|
|
|
300 |
|
Antrim Coal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
|
|
1 |
|
|
|
|
|
58,468 |
|
|
|
12,428 |
|
|
|
6,214 |
|
|
|
33,159 |
|
|
|
13,894 |
|
|
|
19,265 |
|
|
|
9,664 |
|
|
27
Notes to the consolidated financial statements
16. Investments accounted for using the equity method
Investments in associates (continued)
Results of associates
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Share of associate profit before income tax |
|
|
636 |
|
|
|
9,001 |
|
Share of income tax expense |
|
|
(193 |
) |
|
|
(2,787 |
) |
|
Share of associates net profit accounted for using the equity
method |
|
|
443 |
|
|
|
6,214 |
|
|
Associates did not have capital or expenditure commitments or contingent liabilities at 30 June
2006 (2005 Unaudited:$Nil).
17. Interest in joint venture operation
The consolidated entity has an 80% (2005-Unaudited: 80%) interest in the Wallarah Coal Joint
Venture an unincorporated joint venture whose principal activity is coal mining at Chain Valley.
For the year ended 30 June 2006, the contribution of the joint venture to the operating profit of
the consolidated entity was $3,569,000 (2005-Unaudited: $2,322,000). Included in the assets and
liabilities of the consolidated entitys interest in the assets and liabilities employed in the
joint venture:
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash assets |
|
|
1,928 |
|
|
|
1,649 |
|
Trade and other receivables |
|
|
3,393 |
|
|
|
2,262 |
|
Inventories |
|
|
828 |
|
|
|
1,244 |
|
|
Total current assets |
|
|
6,149 |
|
|
|
5,155 |
|
|
Non current assets |
|
|
|
|
|
|
|
|
Receivables |
|
|
537 |
|
|
|
169 |
|
Plant and equipment |
|
|
9,101 |
|
|
|
5,137 |
|
|
Total non current assets |
|
|
9,638 |
|
|
|
5,306 |
|
|
Total assets |
|
|
15,787 |
|
|
|
10,461 |
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Trade creditors |
|
|
3,392 |
|
|
|
2,214 |
|
Interest bearing liabilities |
|
|
1,286 |
|
|
|
1,052 |
|
Provisions |
|
|
4,019 |
|
|
|
3,251 |
|
|
Total current liabilities |
|
|
8,697 |
|
|
|
6,517 |
|
|
Non current liabilities |
|
|
|
|
|
|
|
|
Interest bearing liabilities |
|
|
1,368 |
|
|
|
1,351 |
|
Provisions |
|
|
|
|
|
|
|
|
|
Total non current
liabilities |
|
|
1,368 |
|
|
|
1,351 |
|
|
Total liabilities |
|
|
10,065 |
|
|
|
7,868 |
|
|
28
Notes to the consolidated financial statements
18. Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
Liabilities |
|
|
Net |
|
|
|
|
|
|
|
Unaudited |
|
|
|
|
|
|
Unaudited |
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Consolidated |
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
Property, plant and equipment |
|
|
(11 |
) |
|
|
(9 |
) |
|
|
14,308 |
|
|
|
9,897 |
|
|
|
14,297 |
|
|
|
9,888 |
|
Intangible assets |
|
|
|
|
|
|
|
|
|
|
22,099 |
|
|
|
21,626 |
|
|
|
22,099 |
|
|
|
21,626 |
|
Other investments |
|
|
(32 |
) |
|
|
(32 |
) |
|
|
137 |
|
|
|
|
|
|
|
105 |
|
|
|
(32 |
) |
Inventories |
|
|
|
|
|
|
|
|
|
|
18,900 |
|
|
|
396 |
|
|
|
18,900 |
|
|
|
396 |
|
Interest bearing loans and
borrowings |
|
|
|
|
|
|
(588 |
) |
|
|
(810 |
) |
|
|
(145 |
) |
|
|
(810 |
) |
|
|
(733 |
) |
Employee benefits |
|
|
(2,451 |
) |
|
|
(1,719 |
) |
|
|
|
|
|
|
|
|
|
|
(2,451 |
) |
|
|
(1,719 |
) |
Provisions |
|
|
(4,323 |
) |
|
|
(3,307 |
) |
|
|
|
|
|
|
|
|
|
|
(4,323 |
) |
|
|
(3,307 |
) |
Contributed equity |
|
|
(1,333 |
) |
|
|
(1,746 |
) |
|
|
|
|
|
|
|
|
|
|
(1,333 |
) |
|
|
(1,746 |
) |
Other items |
|
|
(2,802 |
) |
|
|
(263 |
) |
|
|
3,045 |
|
|
|
1,411 |
|
|
|
243 |
|
|
|
1,148 |
|
Tax value of loss carry-forwards |
|
|
(51,999 |
) |
|
|
(43,360 |
) |
|
|
|
|
|
|
|
|
|
|
(51,999 |
) |
|
|
(43,360 |
) |
|
Tax (assets)/liabilities |
|
|
(62,951 |
) |
|
|
(51,024 |
) |
|
|
57,679 |
|
|
|
33,185 |
|
|
|
(5,272 |
) |
|
|
(17,839 |
) |
Set off of tax |
|
|
14,538 |
|
|
|
12,171 |
|
|
|
(14,538 |
) |
|
|
(12,171 |
) |
|
|
|
|
|
|
|
|
|
Net tax (assets)/liabilities |
|
|
(48,413 |
) |
|
|
(38,853 |
) |
|
|
43,141 |
|
|
|
21,014 |
|
|
|
(5,272 |
) |
|
|
(17,839 |
) |
|
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Capital tax
losses |
|
|
3,393 |
|
|
|
|
|
|
Tax losses do not expire under current tax legislation. Deferred tax assets have not been
recognised in respect of capital tax losses because it is not probable that future taxable profit
will be available against which the consolidated entity can utilise the benefits from the capital
tax losses.
29
Notes to the consolidated financial statements
18. Deferred tax assets and liabilities (continued)
Movement in temporary differences during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Balance |
|
|
Recognised |
|
|
Recognised |
|
|
Balance |
|
|
|
1 July 2005 |
|
|
in income |
|
|
in equity |
|
|
30 June 2006 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
Property, plant and equipment |
|
|
9,888 |
|
|
|
4,409 |
|
|
|
|
|
|
|
14,297 |
|
Intangible assets |
|
|
21,626 |
|
|
|
473 |
|
|
|
|
|
|
|
22,099 |
|
Other investments |
|
|
(32 |
) |
|
|
137 |
|
|
|
|
|
|
|
105 |
|
Inventories |
|
|
396 |
|
|
|
18,504 |
|
|
|
|
|
|
|
18,900 |
|
Interest bearing loans and
borrowings |
|
|
(733 |
) |
|
|
(77 |
) |
|
|
|
|
|
|
(810 |
) |
Employee benefits |
|
|
(1,719 |
) |
|
|
(732 |
) |
|
|
|
|
|
|
(2,451 |
) |
Provisions |
|
|
(3,307 |
) |
|
|
(1,016 |
) |
|
|
|
|
|
|
(4,323 |
) |
Contributed equity |
|
|
(1,746 |
) |
|
|
|
|
|
|
413 |
|
|
|
(1,333 |
) |
Other items |
|
|
1,148 |
|
|
|
499 |
|
|
|
(1,404 |
) |
|
|
243 |
|
Tax value of loss carry-forwards
(recognised)/derecognised |
|
|
(43,360 |
) |
|
|
(8,639 |
) |
|
|
|
|
|
|
(51,999 |
) |
|
|
|
|
(17,839 |
) |
|
|
13,558 |
|
|
|
(991 |
) |
|
|
(5,272 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated (unaudited) |
|
|
|
Balance |
|
|
|
|
|
Recognised |
|
|
|
|
|
Balance |
|
|
|
1 July |
|
|
Recognised |
|
|
on |
|
|
Recognised |
|
|
30 June |
|
|
|
2004 |
|
|
in income |
|
|
acquisition |
|
|
in equity |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
$000 |
|
|
$ 000 |
|
|
Property, plant and equipment |
|
|
9,194 |
|
|
|
694 |
|
|
|
|
|
|
|
|
|
|
|
9,888 |
|
Intangible assets |
|
|
8,815 |
|
|
|
1,085 |
|
|
|
11,726 |
|
|
|
|
|
|
|
21,626 |
|
Other investments |
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32 |
) |
Inventories |
|
|
266 |
|
|
|
130 |
|
|
|
|
|
|
|
|
|
|
|
396 |
|
Interest bearing loans and
borrowings |
|
|
(676 |
) |
|
|
(57 |
) |
|
|
|
|
|
|
|
|
|
|
(733 |
) |
Employee benefits |
|
|
(1,413 |
) |
|
|
(306 |
) |
|
|
|
|
|
|
|
|
|
|
(1,719 |
) |
Provisions |
|
|
(3,192 |
) |
|
|
(115 |
) |
|
|
|
|
|
|
|
|
|
|
(3,307 |
) |
Contributed equity |
|
|
(2,328 |
) |
|
|
|
|
|
|
|
|
|
|
582 |
|
|
|
(1,746 |
) |
Other items |
|
|
1,344 |
|
|
|
(196 |
) |
|
|
|
|
|
|
|
|
|
|
1,148 |
|
Tax value of loss carry-forwards
(recognised)/derecognised |
|
|
(58,676 |
) |
|
|
15,316 |
|
|
|
|
|
|
|
|
|
|
|
(43,360 |
) |
|
|
|
|
(46,698 |
) |
|
|
16,551 |
|
|
|
11,726 |
|
|
|
582 |
|
|
|
(17,839 |
) |
|
30
Notes to the consolidated financial statements
19. Property, Plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Plant |
|
|
Leased |
|
|
|
|
|
|
|
|
|
Land and |
|
|
Open cut |
|
|
and |
|
|
plant and |
|
|
Capital WIP |
|
|
|
|
|
|
buildings |
|
|
infrastructure |
|
|
equipment |
|
|
equipment |
|
|
at cost |
|
|
Total |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 July 2004 |
|
|
19,324 |
|
|
|
6,027 |
|
|
|
202,028 |
|
|
|
48,945 |
|
|
|
8,907 |
|
|
|
285,231 |
|
Acquisitions through business
combinations |
|
|
|
|
|
|
|
|
|
|
1,143 |
|
|
|
|
|
|
|
|
|
|
|
1,143 |
|
Additions |
|
|
24,454 |
|
|
|
|
|
|
|
13,556 |
|
|
|
2,233 |
|
|
|
74,447 |
|
|
|
114,690 |
|
Disposals |
|
|
|
|
|
|
|
|
|
|
(2,660 |
) |
|
|
|
|
|
|
|
|
|
|
(2,660 |
) |
Transfers |
|
|
|
|
|
|
|
|
|
|
819 |
|
|
|
(819 |
) |
|
|
|
|
|
|
|
|
|
Balance at 30 June 2005
(Unaudited) |
|
|
43,778 |
|
|
|
6,027 |
|
|
|
214,886 |
|
|
|
50,359 |
|
|
|
83,354 |
|
|
|
398,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 July 2005 |
|
|
43,778 |
|
|
|
6,027 |
|
|
|
214,886 |
|
|
|
50,359 |
|
|
|
83,354 |
|
|
|
398,404 |
|
Additions |
|
|
2,017 |
|
|
|
93 |
|
|
|
13,362 |
|
|
|
41,935 |
|
|
|
274,906 |
|
|
|
332,313 |
|
Transfers |
|
|
(931 |
) |
|
|
613 |
|
|
|
50,951 |
|
|
|
|
|
|
|
(50,633 |
) |
|
|
|
|
Disposals |
|
|
(91 |
) |
|
|
|
|
|
|
(227 |
) |
|
|
(7,140 |
) |
|
|
(12 |
) |
|
|
(7,470 |
) |
|
Balance at 30 June 2006 |
|
|
44,773 |
|
|
|
6,733 |
|
|
|
278,972 |
|
|
|
85,154 |
|
|
|
307,615 |
|
|
|
723,247 |
|
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 July 2004 |
|
|
2,600 |
|
|
|
1,415 |
|
|
|
137,246 |
|
|
|
11,015 |
|
|
|
|
|
|
|
152,276 |
|
Depreciation charge for the
year |
|
|
68 |
|
|
|
364 |
|
|
|
10,726 |
|
|
|
5,772 |
|
|
|
|
|
|
|
16,930 |
|
Disposals |
|
|
|
|
|
|
|
|
|
|
(2,535 |
) |
|
|
|
|
|
|
|
|
|
|
(2,535 |
) |
|
Balance at 30 June 2005
(Unaudited) |
|
|
2,668 |
|
|
|
1,779 |
|
|
|
145,437 |
|
|
|
16,787 |
|
|
|
|
|
|
|
166,671 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 July 2005 |
|
|
2,668 |
|
|
|
1,779 |
|
|
|
145,437 |
|
|
|
16,787 |
|
|
|
|
|
|
|
166,671 |
|
Depreciation charge for the
Year |
|
|
45 |
|
|
|
376 |
|
|
|
13,079 |
|
|
|
7,231 |
|
|
|
58 |
|
|
|
20,789 |
|
Transfers |
|
|
(1,064 |
) |
|
|
673 |
|
|
|
391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposals |
|
|
(71 |
) |
|
|
|
|
|
|
(216 |
) |
|
|
(2,673 |
) |
|
|
|
|
|
|
(2,960 |
) |
|
Balance at 30 June 2006 |
|
|
1,578 |
|
|
|
2,828 |
|
|
|
158,691 |
|
|
|
21,345 |
|
|
|
58 |
|
|
|
184,500 |
|
|
Carrying amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 July 2004 (Unaudited) |
|
|
16,724 |
|
|
|
4,612 |
|
|
|
64,782 |
|
|
|
37,930 |
|
|
|
8,907 |
|
|
|
132,955 |
|
|
At 30 June 2005 (Unaudited) |
|
|
41,110 |
|
|
|
4,248 |
|
|
|
69,449 |
|
|
|
33,572 |
|
|
|
83,354 |
|
|
|
231,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 July 2005 |
|
|
41,110 |
|
|
|
4,248 |
|
|
|
69,449 |
|
|
|
33,572 |
|
|
|
83,354 |
|
|
|
231,733 |
|
|
At 30 June 2006 |
|
|
43,195 |
|
|
|
3,905 |
|
|
|
120,281 |
|
|
|
63,809 |
|
|
|
307,557 |
|
|
|
538,747 |
|
|
31
Notes to the consolidated financial statements
19. Property, Plant and equipment (continued)
Leased plant and machinery
The consolidated entity leases production equipment under a number of finance lease
agreements. At the end of each of the leases the consolidated entity has the option to purchase
equipment at an arms length price. At 30 June 2006, the net carrying amount of leased plant and
machinery was $63,809,000 (2005-Unaudited: $33,572,000). The leased equipment secures lease
obligations (see note 22).
Property, plant and equipment under construction
During the year ended 30 June 2006, the consolidated entity continued construction of its
Millennium mine located near Moranbah, in Northern Queensland and various projects at its Wambo
mine in the Hunter Valley. In addition, the Excel Group commenced construction of the Wilpinjong
mine in February 2006. At 30 June 2006 and 2005 the following amounts were included in capital WIP:
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
LakeCoal |
|
|
518 |
|
|
|
|
|
Millennium |
|
|
179,987 |
|
|
|
56,036 |
|
Wambo |
|
|
73,673 |
|
|
|
27,318 |
|
Wilpinjong |
|
|
53,437 |
|
|
|
|
|
|
|
|
|
307,615 |
|
|
|
83,354 |
|
|
32
Notes to the consolidated financial statements
20. Intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Exploration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
evaluation |
|
|
Coal reserves |
|
|
Goodwill |
|
|
Other |
|
|
Total |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
Cost
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 July 2004 |
|
|
40,254 |
|
|
|
18,787 |
|
|
|
2,333 |
|
|
|
987 |
|
|
|
62,361 |
|
Acquisitions through business
combinations |
|
|
16,414 |
|
|
|
50,812 |
|
|
|
5,447 |
|
|
|
|
|
|
|
72,673 |
|
Additions |
|
|
4,806 |
|
|
|
|
|
|
|
|
|
|
|
1,196 |
|
|
|
6,002 |
|
|
Balance at 30 June 2005 (Unaudited) |
|
|
61,474 |
|
|
|
69,599 |
|
|
|
7,780 |
|
|
|
2,183 |
|
|
|
141,036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 July 2005 |
|
|
61,474 |
|
|
|
69,599 |
|
|
|
7,780 |
|
|
|
2,183 |
|
|
|
141,036 |
|
Additions |
|
|
7,948 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
7,949 |
|
Amounts written off |
|
|
(12,017 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,017 |
) |
|
Balance at 30 June 2006 (Unaudited) |
|
|
57,405 |
|
|
|
69,599 |
|
|
|
7,780 |
|
|
|
2,184 |
|
|
|
136,968 |
|
|
Amortisation and impairment losses
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 July 2004 |
|
|
23,694 |
|
|
|
3,616 |
|
|
|
|
|
|
|
627 |
|
|
|
27,937 |
|
Amortisation for the year |
|
|
2,818 |
|
|
|
1,205 |
|
|
|
|
|
|
|
20 |
|
|
|
4,043 |
|
|
Balance at 30 June 2005 |
|
|
26,512 |
|
|
|
4,821 |
|
|
|
|
|
|
|
647 |
|
|
|
31,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 July 2005 |
|
|
26,512 |
|
|
|
4,821 |
|
|
|
|
|
|
|
647 |
|
|
|
31,980 |
|
Amortisation for the year |
|
|
2,575 |
|
|
|
1,205 |
|
|
|
|
|
|
|
20 |
|
|
|
3,800 |
|
Amounts written off |
|
|
(12,017 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,017 |
) |
|
Balance at 30 June 2006 |
|
|
17,070 |
|
|
|
6,026 |
|
|
|
|
|
|
|
667 |
|
|
|
23,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 July 2004 (Unaudited) |
|
|
16,560 |
|
|
|
15,171 |
|
|
|
2,333 |
|
|
|
360 |
|
|
|
34,424 |
|
|
At 30 June 2005 (Unaudited) |
|
|
34,962 |
|
|
|
64,778 |
|
|
|
7,780 |
|
|
|
1,536 |
|
|
|
109,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 July 2005 |
|
|
34,962 |
|
|
|
64,778 |
|
|
|
7,780 |
|
|
|
1,536 |
|
|
|
109,056 |
|
|
At 30 June 2006 |
|
|
40,335 |
|
|
|
63,573 |
|
|
|
7,780 |
|
|
|
1,517 |
|
|
|
113,205 |
|
|
33
Notes to the consolidated financial statements
20. Intangible assets (continued)
Amortisation charge
The amortisation charge is recognised in the following line items in the income statement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Cost of
sales |
|
|
3,800 |
|
|
|
4,043 |
|
|
Impairment tests for cash generating units containing goodwill
The following units have significant carrying amounts of goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Venezuela
(TCSV) |
|
|
7,780 |
|
|
|
7,780 |
|
|
The recoverable amount of the cash generating unit is based on value in use calculations. Those
calculations use cash flow projections based on actual operating results and a 20-year cash flow
model. A pre-tax discount rate of 8% has been used in discounting the projected cash flows.
The key assumptions and the approach to determining their value in the current and previous period
are:
|
|
|
Assumption |
|
How determined |
Coal prices
|
|
Statistical analysis of long term market price trends adjusted annually for actual experience. |
Exploration and evaluation assets
The recoverability of the carrying amounts of exploration and evaluation assets is dependent on the
successful development and commercial exploitation or sale of the respective area of interest.
21. Trade and other payables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Trade payables |
|
|
49,074 |
|
|
|
31,301 |
|
Other trade payables and accrued
expenses |
|
|
55,208 |
|
|
|
37,800 |
|
Fair value derivatives |
|
|
1,996 |
|
|
|
26,366 |
|
Loans from controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
106,278 |
|
|
|
95,467 |
|
|
Deferred revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Current |
|
|
|
|
|
|
|
|
Deferred
revenue |
|
|
28,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non Current |
|
|
|
|
|
|
|
|
Deferred
revenue |
|
|
25,266 |
|
|
|
|
|
|
Deferred revenue relates to cash received in advance of physical delivery of coal. The
consolidated entitys contractual commitments are to deliver 600,000 tonnes prior to 30 June 2007
and a further 543,000 tonnes prior to 31 March 2008.
34
Notes to the consolidated financial statements
22. Interest bearing loans and borrowings
This note provides information about the contractual terms of the consolidated entitys
interest bearing loans and borrowings. For more information about the consolidated entitys
exposure to interest rate and foreign currency risk, see note 26.
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Unsecured bank loans |
|
|
15,284 |
|
|
|
|
|
Loan from associate |
|
|
|
|
|
|
8,000 |
|
Finance lease
liabilities |
|
|
8,978 |
|
|
|
6,154 |
|
|
|
|
|
24,262 |
|
|
|
14,154 |
|
|
|
|
|
|
|
|
|
|
|
Non current liabilities |
|
|
|
|
|
|
|
|
Unsecured bank loans |
|
|
78,229 |
|
|
|
|
|
Unsecured bond issues |
|
|
141,177 |
|
|
|
139,750 |
|
Finance lease
liabilities |
|
|
56,102 |
|
|
|
28,945 |
|
|
|
|
|
275,508 |
|
|
|
168,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Financing facilities |
|
|
|
|
|
|
|
|
Unsecured bank loans |
|
|
145,513 |
|
|
|
|
|
Loan from associate |
|
|
|
|
|
|
8,000 |
|
Unsecured bond issues |
|
|
141,177 |
|
|
|
139,750 |
|
|
|
|
|
286,690 |
|
|
|
147,750 |
|
|
|
|
|
|
|
|
|
|
|
Facilities utilised at reporting date |
|
|
|
|
|
|
|
|
Unsecured bank loans |
|
|
93,513 |
|
|
|
|
|
Loan from associate |
|
|
|
|
|
|
8,000 |
|
Unsecured bond issues |
|
|
141,177 |
|
|
|
139,750 |
|
|
|
|
|
234,690 |
|
|
|
147,750 |
|
|
|
|
|
|
|
|
|
|
|
Facilities not utilised at reporting date |
|
|
|
|
|
|
|
|
Unsecured bank loans (working capital
facility) |
|
|
52,000 |
|
|
|
|
|
Loan from associate |
|
|
|
|
|
|
|
|
Unsecured bond issues |
|
|
|
|
|
|
|
|
|
|
|
|
52,000 |
|
|
|
|
|
|
35
Notes to the consolidated financial statements
22. Interest bearing loans and borrowings (continued)
Financing arrangements
Bank loans
Bank loans are denominated in Australian dollars. The bank loans amount in current liabilities
comprises the portion of the consolidated entitys bank loan payable within one year $15,284,000
(2005-Unaudited: $Nil).
The bank loans are unsecured. The non-current bank loans are payable on or before 31 December 2009
on predetermined equal instalment basis. The working capital facility is subject to annual review.
The loans bear interest at the banks prime rates plus 1.25% (2005-Unaudited: 1.25%), payable at
the discretion of the consolidated entity between one and six months.
Bond issue
The bonds were issued in the US Private Placement market in December 2004. The bonds are
denominated in US dollars and are unsecured. The bonds bear an average fixed rate of 6.7%. The
bonds are payable in predetermined instalment basis, commencing December 2009 and finishing in
December 2015. Interest is paid six monthly in arrears.
Finance lease facility
The consolidated entitys lease liabilities are secured by the leased assets of $63,809,000
(2005-Unaudited: $33,572,000), as in the event of default, the assets revert to the lessor.
Finance lease liabilities
Finance lease liabilities of the consolidated entity are payable as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
Minimum |
|
|
|
|
|
|
|
|
|
|
Minimum |
|
|
|
|
|
|
|
|
|
lease |
|
|
|
|
|
|
|
|
|
|
lease |
|
|
|
|
|
|
|
|
|
payments |
|
|
Interest |
|
|
Principal |
|
|
payments |
|
|
Interest |
|
|
Principal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
Unaudited |
|
|
Unaudited |
|
|
|
2006 |
|
|
2006 |
|
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
Less than one year |
|
|
13,249 |
|
|
|
(4,271 |
) |
|
|
8,978 |
|
|
|
8,491 |
|
|
|
(2,337 |
) |
|
|
6,154 |
|
Between one and five
years |
|
|
47,120 |
|
|
|
(9,948 |
) |
|
|
37,172 |
|
|
|
33,493 |
|
|
|
(4,548 |
) |
|
|
28,945 |
|
More than five years |
|
|
20,679 |
|
|
|
(1,749 |
) |
|
|
18,930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81,048 |
|
|
|
(15,968 |
) |
|
|
65,080 |
|
|
|
41,984 |
|
|
|
(6,885 |
) |
|
|
35,099 |
|
|
The consolidated entity leases plant and equipment under finance leases expiring from one to seven
years. At the end of the lease term, the consolidated entity has the option to purchase the
equipment.
36
Notes to the consolidated financial statements
23. Employee benefits
Current
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Salaries and wages
accrued |
|
|
1,625 |
|
|
|
|
|
Liability for annual
leave |
|
|
6,868 |
|
|
|
5,928 |
|
|
|
|
|
8,493 |
|
|
|
5,928 |
|
|
Non Current
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Liability for long service
leave |
|
|
4,963 |
|
|
|
4,056 |
|
|
Defined contribution plans
The consolidated entity makes contributions to various third party defined contribution
superannuation schemes. The amount recognised as expense was $3,036,000 for the year ended 30 June
2006 (2005- Unaudited: $1,999,000).
37
Notes to the consolidated financial statements
24. Provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mine rehabilitation |
|
|
Other |
|
|
Total |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 July 2005 |
|
|
17,155 |
|
|
|
2,876 |
|
|
|
20,031 |
|
Provisions made during the year |
|
|
3,565 |
|
|
|
495 |
|
|
|
4,060 |
|
Provisions used during the year |
|
|
(375 |
) |
|
|
(3,066 |
) |
|
|
(3,441 |
) |
Provisions reversed during the
year |
|
|
(3,368 |
) |
|
|
|
|
|
|
(3,368 |
) |
Unwinding of discount |
|
|
637 |
|
|
|
|
|
|
|
637 |
|
|
Balance at 30 June 2006 |
|
|
17,614 |
|
|
|
305 |
|
|
|
17,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
Current (Unaudited) |
|
|
2,791 |
|
|
|
2,877 |
|
|
|
5,668 |
|
Non current (Unaudited) |
|
|
14,364 |
|
|
|
|
|
|
|
14,364 |
|
|
|
|
|
17,155 |
|
|
|
2,877 |
|
|
|
20,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
3,131 |
|
|
|
305 |
|
|
|
3,436 |
|
Non current |
|
|
14,483 |
|
|
|
|
|
|
|
14,483 |
|
|
|
|
|
17,614 |
|
|
|
305 |
|
|
|
17,919 |
|
|
Mine rehabilitation
In accordance with State government legislative requirements, a provision for mine
rehabilitation has been recognised in relation to the consolidated entitys coal mining operations.
The basis for accounting is set out in note (t) of the significant accounting policies.
38
Notes to the consolidated financial statements
25. Capital and reserves
Share capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
Unaudited |
|
|
|
2006 |
|
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
|
$ 000 |
|
|
No. of shares |
|
|
$ 000 |
|
|
No. of shares |
|
|
On issue at 1 July |
|
|
181,699 |
|
|
|
199,870,470 |
|
|
|
92,222 |
|
|
|
182,742,325 |
|
Institutional placement net of transaction costs |
|
|
99,302 |
|
|
|
14,598,540 |
|
|
|
|
|
|
|
|
|
Share purchase plan |
|
|
3,411 |
|
|
|
508,350 |
|
|
|
|
|
|
|
|
|
Shares issued to acquire 25% of HunterCoal Pty Ltd |
|
|
|
|
|
|
|
|
|
|
28,320 |
|
|
|
8,000,000 |
|
Shares issued to acquire 51% of Millennium Coal Pty
Ltd |
|
|
|
|
|
|
|
|
|
|
12,624 |
|
|
|
2,703,195 |
|
Shares issued to acquire 26% of Millennium Coal Pty
Ltd |
|
|
|
|
|
|
|
|
|
|
32,066 |
|
|
|
4,264,050 |
|
Shares issued to acquire 8% of Millennium Coal Pty Ltd |
|
|
|
|
|
|
|
|
|
|
17,049 |
|
|
|
2,160,900 |
|
Reversal of deferred taxes in equity |
|
|
(413 |
) |
|
|
|
|
|
|
(582 |
) |
|
|
|
|
|
On issue at 30 June fully paid |
|
|
283,999 |
|
|
|
214,977,360 |
|
|
|
181,699 |
|
|
|
199,870,470 |
|
|
Translation reserve
The translation reserve comprises all of foreign exchange differences arising from the
translation of the financial statements of foreign operations where their functional currency is
different to the presentation currency of the reporting entity, as well as from the translation of
liabilities that hedge to Companys net investment in a foreign subsidiary.
Hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair
value of cash flow hedging instruments related to hedged transactions that have not yet occurred.
Fair value reserve
The fair value reserve includes the cumulative net change in the fair value of
available-for-sale investments until the investment is derecognised or considered impaired.
Share Purchase Plan
In February 2006 the Company offered shares to shareholders under a share purchase plan. Each
shareholder on the relevant record date was entitled to buy up to $5,000 worth of Company shares at
$6.72 per share.
39
Notes to the consolidated financial statements
25. Capital and reserves (continued)
Dividends
Dividends paid or declared by the Company to members since the end of the previous financial
year were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cents per |
|
|
Total amount |
|
|
|
|
|
|
Date of |
|
|
|
share |
|
|
$000 |
|
|
Franked % |
|
|
payment |
|
|
Declared and paid during
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interim 2006 ordinary |
|
|
13.0 |
|
|
|
27,881 |
|
|
|
100 |
% |
|
14 Mar 2006 |
Final 2005 ordinary |
|
|
16.0 |
|
|
|
31,979 |
|
|
|
100 |
% |
|
16 Sep 2005 |
|
Total amount |
|
|
|
|
|
|
59,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Declared and paid during
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interim 2005 ordinary |
|
|
8.0 |
|
|
|
15,476 |
|
|
|
100 |
% |
|
14 Mar 2005 |
Final 2004 ordinary |
|
|
6.0 |
|
|
|
11,444 |
|
|
|
100 |
% |
|
20 Oct 2004 |
|
Total amount |
|
|
|
|
|
|
26,920 |
|
|
|
|
|
|
|
|
|
|
Declared after
end of year |
After the balance sheet date the following dividends were declared by the directors. The dividends
have not been provided and there are no income tax consequences. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Final 2006
ordinary |
|
|
10.5 |
|
|
|
22,573 |
|
|
|
100 |
% |
|
15 Sep 2006 |
|
The financial effect of these dividends have not been brought to account in the financial
statements of the year ended 30 June 2006 and will be recognised in subsequent financial reports.
40
Notes to the consolidated financial statements
25. Capital and reserves (continued)
Dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Dividend franking account |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30% franking credits available to
shareholders of Excel Coal Limited for
subsequent financial years |
|
|
24,985 |
|
|
|
15,178 |
|
|
The above available amounts are based on the balance of the dividend franking account at year-end
adjusted for:
(a) |
|
franking credits that will arise from the payment of the current tax liabilities; |
|
(b) |
|
franking debits that will arise from the payment of dividends recognised as a liability at the
year-end; |
|
(c) |
|
franking credits that will arise from the receipt of dividends recognised as receivables by
the tax consolidated group at the year-end; and |
|
(d) |
|
franking credits that the entity may be prevented from distributing in subsequent years. |
The ability to utilise the franking credits is dependent upon there being sufficient available
profits to declare dividends.
The impact on the dividend franking account of dividends declared after the balance sheet date but
not recognised as a liability is to reduce it by $9,674,000 (2005- Unaudited: $13,705,000).
26. Financial instruments
Exposure to credit, interest rate and currency risks arises in the normal course of the
consolidated entitys business. Derivative financial instruments are used to hedge exposure to
fluctuations in foreign exchange rates.
Credit risk
Management has a credit policy in place and the exposure to credit risk is monitored on an
ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain
amount. The consolidated entity does not require collateral in respect of financial assets. Where
necessary the consolidated entity uses trade finance instruments such as letters of credit to
secure trade debts.
Transactions involving derivative financial instruments are with counterparties with a sound credit
rating. Given their high credit ratings, management does not expect any counterparty to fail to
meet its obligations.
At the balance sheet date there were no significant concentrations of credit risk. The maximum
exposure to credit risk is represented by the carrying amount of each financial asset, including
derivative financial instruments, in the balance sheet.
Interest rate risk
The consolidated entitys exposure to interest rate risk, which is the risk that a financial
instrument will fluctuate as a result of changes in market interest rates has been addressed
partially by the entity entering into fixed rate loans. The consolidated entity is exposed to
movements in interest rates as set out in the table below.
41
Notes to the consolidated financial statements
26. Financial instruments (continued)
Effective interest rates and repricing analysis
In respect of income-earning financial assets and interest-bearing financial liabilities, the
following table indicates their effective interest rates at the balance sheet date and the periods
in which they reprice.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
2005 |
|
|
|
|
|
|
|
Effective |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
More |
|
|
|
Effective |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interest |
|
|
|
|
|
|
6 months |
|
|
6-12 |
|
|
|
|
|
|
|
|
|
|
than 5 |
|
|
|
interest |
|
|
|
|
|
|
6 months |
|
|
6-12 |
|
|
|
|
|
|
|
|
|
|
More than 5 |
|
|
|
|
|
|
|
rate |
|
|
Total |
|
|
or less |
|
|
months |
|
|
1-2 years |
|
|
2-5 years |
|
|
years |
|
|
|
rate |
|
|
Total |
|
|
or less |
|
|
months |
|
|
1-2 years |
|
|
2-5 years |
|
|
years |
|
|
|
Note |
|
|
% |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
|
% |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
|
|
|
Cash and cash equivalents |
|
|
11 |
|
|
|
5.75 |
|
|
|
39,802 |
|
|
|
39,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.17 |
|
|
|
105,005 |
|
|
|
105,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured bank loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AUD floating rate loan |
|
|
22 |
|
|
|
7.15 |
|
|
|
(93,513 |
) |
|
|
|
|
|
|
(14,000 |
) |
|
|
(28,000 |
) |
|
|
(51,513 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured bond issues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD fixed rate bonds* |
|
|
22 |
|
|
|
6.67 |
|
|
|
(141,177 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,036 |
) |
|
|
(119,141 |
) |
|
|
|
6.67 |
|
|
|
(139,750 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(139,750 |
) |
Loan from associate |
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.41 |
|
|
|
(8,000 |
) |
|
|
(8,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease
liabilities* |
|
|
22 |
|
|
|
6.79 |
|
|
|
(65,080 |
) |
|
|
(4,392 |
) |
|
|
(4,586 |
) |
|
|
(7,977 |
) |
|
|
(29,192 |
) |
|
|
(18,933 |
) |
|
|
|
6.79 |
|
|
|
(35,099 |
) |
|
|
|
|
|
|
(6,154 |
) |
|
|
(28,945 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(259,968 |
) |
|
|
35,410 |
|
|
|
(18,586 |
) |
|
|
(35,977 |
) |
|
|
(102,741 |
) |
|
|
(138,074 |
) |
|
|
|
|
|
|
|
(77,844 |
) |
|
|
97,005 |
|
|
|
(6,154 |
) |
|
|
(28,945 |
) |
|
|
|
|
|
|
(139,750 |
) |
|
|
|
|
|
*These assets/liabilities bear interest at a fixed rate. |
42
Excel Coal Limited
Notes to the consolidated financial statements
26. Financial instruments (continued)
Foreign currency risk
The consolidated entity is exposed to foreign currency risk on sales, purchases and borrowings
that are denominated in a currency other than the Australian dollar. The currencies giving rise to
this risk are primarily US Dollars and to a lesser extent Pounds Sterling.
The consolidated entity hedges between 70 and 100 per cent of its estimated foreign currency
exposure in respect of forecast sales and purchases over the following 12-18 months. The
consolidated entity hedges beyond this period in respect of fixed price, fixed term contracts. The
consolidated entity uses forward exchange contracts to hedge its foreign currency risk. Most of
the forward exchange contracts have maturities of less than one year after the balance sheet date.
Where necessary, the forward exchange contracts are rolled over at maturity.
The principal amounts of the consolidated entitys USD notes (see note 22) have been fully hedged
using forward contracts that mature on the same date as the notes are due for repayment. For the
consolidated entity, the fair value of the derivative used to hedge the USD loan at 30 June 2006
was a $5,936,000 loss (2005-Unaudited: $Nil) which has been recorded in other non current
liabilities.
Forecast transactions
The consolidated entity classifies its forward exchange contracts hedging forecast transactions as
cash flow hedges and states them at fair value. The fair value of forward exchange contracts at 1
July 2005 was adjusted against the opening balance of the hedging reserve at that date.
For the consolidated entity, the net fair value of forward exchange contracts used as hedges of
forecast transactions at 30 June 2006 was $1,695,000 (2005-Unaudited: $Nil), comprising assets of
$3,691,000 (2005-Unaudited: $26,366,000) and liabilities of $1,996,000 (2005-Unaudited:
$26,366,000) that were recognised as fair value derivatives.
Recognised assets and liabilities
Changes in the fair value of forward exchange contracts that economically hedge monetary assets and
liabilities in foreign currencies and for which no hedge accounting is applied are recognised in
the income statement. Both the changes in fair value of the forward contracts and the foreign
exchange gains and losses relating to the monetary items are recognised as part of net financing
costs (see note 8).
Hedge of net investment in foreign subsidiary
The consolidated entity does not hedge its investment in its foreign subsidiary.
Fair values
All financial instruments are stated at fair value.
43
Excel Coal Limited
Notes to the consolidated financial statements
26. Financial instruments (continued)
Estimation of fair values
The following summarises the major methods and assumptions used in estimating the fair values
of financial instruments reflected in the table.
Securities
Fair value is based on quoted market prices at the balance sheet date without any deduction for
transaction costs.
Derivatives
Forward exchange contracts are marked to market using listed market prices.
Interest-bearing loans and borrowings
Fair value is calculated based on discounted expected future principal and interest cash flows.
Finance lease liabilities
The fair value estimated as the present value of future cash flows, discounted at market interest
rate for homogenous lease agreements. The estimated fair values reflect change in interest rates.
Trade and other receivables/payables
For receivables/payables with a remaining life of less than one year, the notional amount is deemed
to reflect the fair value. All other receivables/payables are discounted to determine the fair
value.
Interest rates used for determining fair value
The entity uses the 90 day bank bill swap rate of 30 June 2006 plus an adequate constant credit
spread to discount financial instruments. The interest rates used are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
Loans and
borrowings |
|
|
7.0%-7.5 |
% |
|
|
6.5%-7.5 |
% |
Leases |
|
|
6.7%-7.7 |
% |
|
|
7.0%-7.5 |
% |
|
27. Operating leases
Leases as lessee
Non-cancellable operating lease rentals are payable as follows:
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Less than one year |
|
|
243 |
|
|
|
59 |
|
Between one and five
years |
|
|
1,002 |
|
|
|
933 |
|
More than five years |
|
|
84 |
|
|
|
342 |
|
|
|
|
|
1,329 |
|
|
|
1,334 |
|
|
Payments made under operating leases are expensed on a straight line basis over the term of the
lease, except where an alternative basis is more representative of the pattern of benefits to be
derived from the leased property.
The cost of improvements to or on leasehold property is capitalised, disclosed as leasehold
improvements, and amortised over the unexpired period of the lease or the estimated useful lives of
the improvements, whichever is the shorter.
44
Excel Coal Limited
Notes to the consolidated financial statements
28. Capital and other commitments
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ 000 |
|
|
$ 000 |
|
|
Capital expenditure commitments |
|
|
|
|
|
|
|
|
Plant and equipment |
|
|
|
|
|
|
|
|
Contracted but not provided for and payable: |
|
|
|
|
|
|
|
|
Within one year |
|
|
130,024 |
|
|
|
175,676 |
|
|
|
|
|
|
|
|
|
|
|
Joint venture commitments |
|
|
|
|
|
|
|
|
Capital commitments of the consolidated
entity to the joint venture operation: |
|
|
|
|
|
|
|
|
Within one year |
|
|
4,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of capital commitments of the joint venture
operations: |
|
|
|
|
|
|
|
|
Within one year |
|
|
3,471 |
|
|
|
|
|
|
Exploration expenditure and employee commitments
There were no material exploration or employee compensation commitments not otherwise provided
for in the financial statements.
29. Contingencies
The consolidated entity has been implementing, in conjunction with the Department of Mineral
Resources (DMR), a tailings disposal strategy in relation to Wambo Coal Pty Ltd. A condition in
the sale and purchase contract for Wambo was for the vendor to provide an indemnity of up to
$35,000,000 in relation to the cost of rectifying the tailings problem. Of this indemnity
$20,000,000 was provided in the form of a security deposit to the DMR.
The liability for rectifying the tailings issue has not been recognised in the balance sheet as the
vendor of Wambo Coal is responsible for meeting the cost of rectification.
The directors are of the opinion that additional provisions are not required in respect of this
tailings issue, as it is not probable that a future sacrifice of economic benefits will be
required.
45
Excel Coal Limited
Notes to the consolidated financial statements
30. Consolidated entities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ownership interest |
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
Country of |
|
|
2006 |
|
|
2005 |
|
Note |
|
incorporation |
|
|
% |
|
|
% |
|
|
Parent entity |
|
|
|
|
|
|
|
|
|
|
|
|
Excel Coal Limited |
|
Australia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
Excel Holdings Pty Ltd |
|
Australia |
|
|
100 |
|
|
|
100 |
|
Excel Resources Pty Ltd |
|
Australia |
|
|
100 |
|
|
|
100 |
|
Excel Equities Pty Ltd |
|
Australia |
|
|
100 |
|
|
|
100 |
|
Excel Equities International Pty Ltd |
|
Australia |
|
|
100 |
|
|
|
100 |
|
Excel Employment Services Pty Ltd |
|
Australia |
|
|
100 |
|
|
|
100 |
|
Cumbo Land Pty Ltd |
|
Australia |
|
|
100 |
|
|
|
100 |
|
Hunter Coal Pty Ltd |
|
Australia |
|
|
100 |
|
|
|
100 |
|
Wambo Coal Pty Ltd |
|
Australia |
|
|
75 |
|
|
|
75 |
|
Wambo Coal Terminal Pty Ltd |
|
Australia |
|
|
75 |
|
|
|
75 |
|
SouthCoal Pty Ltd |
|
Australia |
|
|
100 |
|
|
|
100 |
|
Metropolitan Collieries Pty Ltd |
|
Australia |
|
|
100 |
|
|
|
100 |
|
Helensburgh Coal Pty Ltd |
|
Australia |
|
|
100 |
|
|
|
100 |
|
LakeCoal Pty Ltd |
|
Australia |
|
|
100 |
|
|
|
90 |
|
Millennium Coal Pty Ltd |
|
Australia |
|
|
85 |
|
|
|
85 |
|
Wilpinjong Coal Pty Ltd |
|
Australia |
|
|
100 |
|
|
|
100 |
|
Seaham #4 Colliery Pty Ltd |
|
Australia |
|
|
75 |
|
|
|
75 |
|
Newangle Mining Pty Ltd |
|
Australia |
|
|
90 |
|
|
|
90 |
|
Excelven Pty Ltd |
|
British Virgin Islands |
|
|
51 |
|
|
|
51 |
|
Complejo Siderurgico Del Lago, Cosila
SA |
|
Venezuela |
|
|
97 |
|
|
|
97 |
|
Transportes Coal Sea de Venezuela |
|
Venezuela |
|
|
100 |
|
|
|
100 |
|
Tingha Mining Associates Pty Limited |
|
Australia |
|
|
100 |
|
|
|
100 |
|
Fibinv Pty Limited |
|
Australia |
|
|
100 |
|
|
|
100 |
|
RFC Americas Inc |
|
USA |
|
|
100 |
|
|
|
100 |
|
Happyclam Pty Limited |
|
Australia |
|
|
100 |
|
|
|
100 |
|
RFC Investment Management Pty Ltd |
|
Australia |
|
|
100 |
|
|
|
100 |
|
RFC Royalty Investments Pty Ltd |
|
Australia |
|
|
100 |
|
|
|
100 |
|
In the financial statement of the Company, investments in controlled entities and associates are
measured at cost and included with other financial assets. Refer to notes 1(i) and 14 .
46
Excel Coal Limited
Notes to the consolidated financial statements
31. Acquisitions of subsidiaries (Unaudited)
In the year ended 30 June 2005 the Company purchased 85% of the ordinary share capital of
Millennium Coal Pty Ltd and the Group purchased 51% of TCSV and an effective 49% of Cosila. In the
8 months since acquisition Millennium Coal Pty Ltd, and 10 months for Cosila and TCSV contributed
net profit of $Nil, $Nil and loss of $189,000 respectively to the consolidated net profit for the
year. If the acquisition had occurred on 1 July 2004, consolidated net profit would have increased
by $593,000.
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
Note |
|
$000 |
|
|
$000 |
|
|
Cash consideration |
|
|
|
|
|
|
88,318 |
|
Cash acquired |
|
|
|
|
|
|
(52,679 |
) |
|
Net cash outflow/(inflow) |
|
|
|
|
|
|
35,639 |
|
|
Fair value of net assets of equity
acquired: |
|
|
|
|
|
|
|
|
Cash assets |
|
|
|
|
|
|
52,679 |
|
Receivables |
|
|
|
|
|
|
9,000 |
|
Inventories |
|
|
|
|
|
|
2,948 |
|
Other financial assets |
|
|
|
|
|
|
263 |
|
Property, plant and equipment |
|
|
|
|
|
|
27,685 |
|
Exploration, evaluation and development
expenditure |
|
|
|
|
|
|
16,931 |
|
Coal reserves |
|
|
|
|
|
|
56,252 |
|
Other |
|
|
|
|
|
|
6,996 |
|
Payables |
|
|
|
|
|
|
(6,354 |
) |
Deferred tax liabilities |
|
|
|
|
|
|
(11,726 |
) |
Interest bearing liabilities |
|
|
|
|
|
|
(12,643 |
) |
Other provisions |
|
|
|
|
|
|
(7,475 |
) |
Retained earnings |
|
|
|
|
|
|
76,740 |
|
Outside equity interest on acquisition |
|
|
|
|
|
|
(12,510 |
) |
|
|
|
|
|
|
|
|
198,786 |
|
|
|
|
|
|
|
|
|
|
|
Consideration (cash) |
|
|
|
|
|
|
88,318 |
|
Consideration (non cash) shares |
|
|
|
|
|
|
90,059 |
|
Consideration (non cash) other |
|
|
|
|
|
|
20,409 |
|
|
Total Consideration |
|
|
|
|
|
|
198,786 |
|
|
The only adjustment to book values was to record coal reserves. Coal reserves of $76,740,000
acquired subsequent to obtaining control has been written off on acquisition to reserves as a
transaction with owners.
The operating results for Cosila, TCSV and Millennium have been included in the statement of
financial performance from the date of acquisition being 1 September 2004 (Cosila and TCSV) and 31
October 2004 (Millennium). Cosila and Millennium are coal projects in development. TCSV is a
barge loading facility.
47
Excel Coal Limited
Notes to the consolidated financial statements
32. Reconciliation of cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
Note |
|
$000 |
|
|
$000 |
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
|
106,970 |
|
|
|
77,803 |
|
Adjustments for: |
|
|
|
|
|
|
|
|
Loss on sale of other financial assets |
|
|
1,022 |
|
|
|
1 |
|
Gain on sale of plant and equipment |
|
|
(606 |
) |
|
|
(107 |
) |
Impairment of other financial assets |
|
|
|
|
|
|
1,052 |
|
Interest on finance lease and borrowings |
|
|
5,367 |
|
|
|
2,675 |
|
Depreciation and amortisation |
|
|
24,589 |
|
|
|
20,973 |
|
Amortisation of borrowing costs |
|
|
1,369 |
|
|
|
400 |
|
Unrealised foreign exchange
losses/(gains) |
|
|
(123 |
) |
|
|
148 |
|
Share of associates net profit |
|
|
(443 |
) |
|
|
(404 |
) |
Other non-cash items |
|
|
94 |
|
|
|
9 |
|
Income tax expense |
|
|
45,342 |
|
|
|
31,229 |
|
|
|
|
|
|
|
|
|
|
|
(Increase)/decrease in trade and other
receivables |
|
|
(21,426 |
) |
|
|
(8,316 |
) |
Increase in inventories |
|
|
(82,805 |
) |
|
|
(12,799 |
) |
Decrease in other current assets |
|
|
(4,871 |
) |
|
|
(3,449 |
) |
(Increase) in other non-current assets |
|
|
(1,018 |
) |
|
|
(2,868 |
) |
Increase/(decrease) in payables |
|
|
7,426 |
|
|
|
4,177 |
|
|
|
|
|
|
|
|
|
|
Increase/(decrease) in provisions |
|
|
(2,113 |
) |
|
|
569 |
|
|
Net cash from operating activities |
|
|
78,774 |
|
|
|
111,093 |
|
|
Non cash items
In accordance with Group policy interest expense of $5,663,000 (2005-Unaudited: $1,710,000) was
capitalised and included in the cost of qualifying assets in property, plant and equipment.
48
Excel Coal Limited
Notes to the consolidated financial statements
33. Related parties
The following were key management personnel of the consolidated entity at any time during the
reporting period and unless otherwise indicated were key management personnel for the entire
period.
Non-Executive Directors
RB Massy-Greene (Chairman)
RW Chadwick
JC Conde AO
TW Williamson
Executive Directors
AJ Haggarty (Managing Director)
AJ Davies (Executive Director, Operations)
CJR Ellis (Executive Director, Project Development)
AH Plummer (Executive Director, Business Development)
Executives
A De Santis (General Manager, Metropolitan)
W Dean (General Manager, Wambo)
K Downham (General Manager Development and Operations,
Wilpinjong)
N Jones (Chief Financial Officer)
M Madrigal (General Manager, Venezuelan Operations)
C Vorias (General Manager, Millennium)
Remuneration levels are set to attract and retain appropriately qualified and experienced directors
and senior executives. As part of its agreed mandate the Audit and Corporate Governance Committee
obtains independent advice on the appropriateness of remuneration packages, given trends in
comparative companies. Remuneration packages include a mix of fixed remuneration and
performance-based remuneration.
The remuneration structures explained below are designed to attract suitably qualified candidates,
and to affect the broader outcome of increasing the consolidated entitys net profit attributable
to members of the parent entity. The remuneration structures take into account:
|
|
the overall level of remuneration for each director and executive; |
|
|
|
the executives ability to control performance; and |
|
|
|
the amount of incentives with each executives remuneration. |
Executive directors and senior executives may receive bonuses based on the achievement of specified
performance hurdles.
49
Excel Coal Limited
Notes to the consolidated financial statements
33. Related parties (continued)
Non-executive directors
Total remuneration for all non-executive directors, last voted upon by shareholders in March 2004,
is not to exceed $500,000 per annum and is set based on advice from external advisors with
reference to fees paid to non-executive directors of comparable companies. Directors base fees
are $60,000 per annum (2005-Unaudited: $50,000). The Chairman receives $110,000 and the Deputy
Chairman receives $75,000. Non-executive directors do not receive performance related
remuneration. Directors fees cover all main Board activities. The independent non-executive
directors who sit on the Audit and Corporate Governance Committee receive an additional payment of
$25,000 pa (2005-Unaudited: $10,000). The Chairman of the Audit and Corporate Governance Committee
receives an additional $5,000 pa (2005-Unaudited: $5,000). There are no termination or retirement
benefits for non-executive directors.
Contract terms and conditions
The key terms and conditions common to all executive directors and specified executive contracts
are as follows:
|
|
the contracts are not for a fixed term; |
|
|
|
the remuneration comprises two elements: |
|
i) |
|
a fixed component, which includes the cost to the Company of any superannuation
contributions made by the Company on behalf of an executive; and |
|
|
ii) |
|
a variable component targeted at 20% of base salary,
subject to performance, that normally applies where the executive
is in a position to impact directly the financial or operating
performance of the Company; |
|
|
the Company can terminate employment at any time without prior
notice if the executive director or specified executive commits
any serious breach of any of the provisions of their agreement or
is guilty of any grave misconduct or wilful neglect in the
discharge of their duties. Either party may terminate their
agreement at any time with one month written notice. The Company
is entitled to make payment in lieu of notice on termination of
the relevant agreement. |
On termination other than redundancy, the executive director or specified executive is entitled to
statutory accruals only and one months pay in lieu of notice. For redundancy, there is an
entitlement to 3 weeks payment for each completed year of service.
Significant variations to the above terms are highlighted below.
50
Excel Coal Limited
Notes to the consolidated financial statements
33. Related parties (continued)
Mr Davies
Mr Davies has a one year contract with the consolidated entity, which commenced 1 March 2005. The contract is renewable at
the option of either party and the option was exercised in March 2006. This option has been exercised. The rate is set on a per
diem basis and is commensurate with his position of executive director. Mr Davies does not accrue annual leave, long service or
sick leave under the contract and no termination benefits are provided for.
Bonus Plans
The consolidated entitys management remuneration is structured to promote superior financial
performance. It is regarded as a key tool in motivating executives and employees to achieve goals
consistent with Company goals that lead to long term corporate growth and success.
Non-executive directors
Non-executive directors do not receive any performance related remuneration.
Executive directors
For the bonuses paid in respect of the financial year ended 30 June 2005 the executive directors
participated in the specified executive scheme. At 30 June 2006 an amount of 20% of base salary
for each executive director has been accrued in the accounts.
Specified executives
Each of the specified executives participates in the Incentive Bonus Plan established in November
2002.
An individuals incentive bonus is dependent upon two factors, an individual performance rating and
the business performance pool.
An individual performance rating comprises an assessment of performance against KPIs which include
financial, people, risk and strategy measures. Financial KPIs are consolidated entity performance
against budget on a cost per saleable tonne basis and profitability. All budgets are approved by
the Board at the beginning of each financial year.
Director and specified executive remuneration for the year ended 30 June 2006
Key management personnel compensation
The key management personnel compensation included in personnel expenses are as follows:
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ |
|
|
$ |
|
|
Short term employee
benefits |
|
|
3,976,741 |
|
|
|
3,407,224 |
|
Post-employment benefits |
|
|
116,706 |
|
|
|
440,124 |
|
|
|
|
|
4,093,447 |
|
|
|
3,847,348 |
|
|
51
Excel Coal Limited
Notes to the consolidated financial statements
33. Related parties (continued)
Director and specified executive remuneration for the year ended 30 June 2006 (continued)
Individual directors and executive compensation disclosures
Apart from the details disclosed in this note, no director has entered into a material contract
with the consolidated entity since the end of the previous financial year and there were no
material contracts involving directors interests existing at year-end.
The following table provides the details of all directors of the Company (specified directors)
and the five or more executives of the consolidated entity with the greatest authority (specified
executives) and the nature and amount of the elements of their remuneration for the year ended 30
June 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short term |
|
Post Employment |
|
|
|
|
Salary |
|
|
|
|
|
|
|
|
and fees |
|
Bonus1 |
|
Superannuation |
|
Total |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Executive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RB Massy-Greene
|
|
|
97,861 |
|
|
|
|
|
|
|
12,139 |
|
|
|
110,000 |
|
RW Chadwick2
|
|
|
94,200 |
|
|
|
|
|
|
|
|
|
|
|
94,200 |
|
JC Conde AO
|
|
|
90,000 |
|
|
|
|
|
|
|
|
|
|
|
90,000 |
|
TW Williamson
|
|
|
85,000 |
|
|
|
|
|
|
|
|
|
|
|
85,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AJ Haggarty
Managing Director
|
|
|
487,036 |
|
|
|
97,407 |
|
|
|
12,139 |
|
|
|
596,582 |
|
AJ Davies
Executive Director Operations
|
|
|
437,003 |
|
|
|
76,907 |
|
|
|
|
|
|
|
513,910 |
|
CJR Ellis
Executive Director Project Development
|
|
|
384,536 |
|
|
|
76,907 |
|
|
|
12,139 |
|
|
|
473,582 |
|
AH Plummer
Executive Director Business
Development
|
|
|
393,840 |
|
|
|
76,907 |
|
|
|
12,139 |
|
|
|
482,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Directors
|
|
|
2,069,476 |
|
|
|
328,128 |
|
|
|
48,556 |
|
|
|
2,446,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A De Santis
General Manager (Metropolitan)
|
|
|
259,016 |
|
|
|
48,425 |
|
|
|
12,139 |
|
|
|
319,580 |
|
W Dean
General Manager (Wambo)
|
|
|
251,746 |
|
|
|
36,520 |
|
|
|
12,139 |
|
|
|
300,405 |
|
K Downham
General Manager Development and
Operations (Wilpinjong Coal)
|
|
|
152,212 |
|
|
|
33,104 |
|
|
|
7,455 |
|
|
|
192,771 |
|
N Jones
Chief Financial Officer
|
|
|
193,458 |
|
|
|
38,692 |
|
|
|
12,139 |
|
|
|
244,289 |
|
M Madrigal
General Manager (Venezuelan Operations)
|
|
|
200,290 |
|
|
|
31,835 |
|
|
|
12,139 |
|
|
|
244,264 |
|
C Vorias
General Manager (Millennium Coal)
|
|
|
278,199 |
|
|
|
55,640 |
|
|
|
12,139 |
|
|
|
345,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total executives
|
|
|
1,334,921 |
|
|
|
244,216 |
|
|
|
68,150 |
|
|
|
1,647,287 |
|
|
Total compensation: key management
personnel
|
|
|
3,404,397 |
|
|
|
572,344 |
|
|
|
116,706 |
|
|
|
4,093,447 |
|
|
|
|
|
1 |
|
Bonus amounts included in executive remuneration for key management personnel are
estimates only and are subject to finalisation of performance reviews. |
|
2 |
|
Mr Chadwick earned additional consulting fees of $19,200 for the year in respect of
work on the Crumlin project. |
52
Excel Coal Limited
Notes to the consolidated financial statements
33. Related parties (continued)
Movements in shares
The movement during the reporting period in the number of ordinary shares of Excel Coal
Limited held, directly, indirectly or beneficially, by each specified director and specified
executive, including their personally-related entities is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held at |
|
|
|
|
|
|
|
|
|
|
30 June |
|
|
|
|
|
|
|
|
|
|
|
Held at |
|
|
|
1 July 2004 |
|
|
Purchases |
|
|
Sale |
|
|
2005 |
|
|
|
Purchases |
|
|
Sales |
|
|
30 June 2006 |
|
|
|
|
|
Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RB
Massy-Greene |
|
|
13,064,833 |
|
|
|
|
|
|
|
|
|
|
|
13,064,833 |
|
|
|
|
|
|
|
|
(1,204,833 |
) |
|
|
11,860,000 |
|
RW Chadwick |
|
|
29,810,710 |
|
|
|
|
|
|
|
|
|
|
|
29,810,720 |
|
|
|
|
|
|
|
|
(798,720 |
) |
|
|
29,012,000 |
|
AJ Haggarty |
|
|
25,893,438 |
|
|
|
|
|
|
|
|
|
|
|
25,893,438 |
|
|
|
|
|
|
|
|
(2,458,438 |
) |
|
|
23,435,000 |
|
JC Conde AO |
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
AJ Davies |
|
|
9,044,299 |
|
|
|
|
|
|
|
|
|
|
|
9,044,299 |
|
|
|
|
|
|
|
|
(894,299 |
) |
|
|
8,150,000 |
|
CJR Ellis |
|
|
20,858,180 |
|
|
|
|
|
|
|
|
|
|
|
20,858,180 |
|
|
|
|
|
|
|
|
(1,958,180 |
) |
|
|
18,900,000 |
|
AH Plummer |
|
|
9,777,334 |
|
|
|
|
|
|
|
|
|
|
|
9,777,334 |
|
|
|
|
|
|
|
|
(757,334 |
) |
|
|
9,020,000 |
|
TW Williamson |
|
|
75,000 |
|
|
|
|
|
|
|
|
|
|
|
75,000 |
|
|
|
|
744 |
|
|
|
|
|
|
|
75,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A De Santis |
|
|
57,000 |
|
|
|
|
|
|
|
|
|
|
|
57,000 |
|
|
|
|
|
|
|
|
(27,000 |
) |
|
|
30,000 |
|
W Dean |
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
|
744 |
|
|
|
(15,744 |
) |
|
|
|
|
K Downham |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N Jones |
|
|
16,000 |
|
|
|
|
|
|
|
|
|
|
|
16,000 |
|
|
|
|
|
|
|
|
(16,000 |
) |
|
|
|
|
M Madrigal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C Vorias |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,000 |
|
|
|
(8,000 |
) |
|
|
|
|
|
|
|
|
Equity Instruments
The Company has not granted any options over ordinary shares during the year and there are no
outstanding options at 30 June 2006.
Directors transactions with the Company or its controlled entities
The Glen Rural Pty Ltd (The Glen), a company controlled by Mr Haggarty continued a cattle agistment
agreement with Wambo Coal Pty Ltd. The agistment agreement was undertaken on an arms length basis
and on normal commercial terms and conditions. Total fees charged to The Glen for the financial
year were $25,000 (2005-Unaudited: $25,000).
Scopenergy Limited, a company controlled by Mr Massy-Greene, rented office space not required by
the Company during the year on a month-to-month basis. Scopenergy also shared office facilities
provided by the Company. The Company determined the charges for this space and facilities on an
arms length cost sharing basis. Total fees charged to Scopenergy for the financial year were
$7,884 (2005-Unaudited: $7,667).
Aggregate amounts receivable and payable to directors and their director related entities at
balance date arising from these transactions were as follows:
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Unaudited |
|
|
|
2006 |
|
|
2005 |
|
|
|
$ |
|
|
$ |
|
|
Accounts receivable -
current |
|
|
|
|
|
|
|
|
The Glen Rural |
|
|
13,750 |
|
|
|
|
|
Scopenergy Ltd |
|
|
6,356 |
|
|
|
2,252 |
|
|
The terms and conditions of the transactions with directors or their director related entities,
outlined above, were no more favourable than those available, or which might reasonably be expected
to be available, on similar transactions to non-director-related entities on an arms length
basis.
53
Excel Coal Limited
Notes to the consolidated financial statements
34. Non key management personnel disclosures
Identity of related parties
The consolidated entity has a related party relationship with its subsidiaries (see note 30),
associates (see note 16), joint venture (see note 17) and with its directors and executive officers
(see note 33).
Other related party transactions
The classes of non-director related parties are:
|
|
wholly owned controlled entities; |
|
|
partly owned controlled entities; |
|
|
commonly controlled entities; |
|
|
directors of related parties and their personally related entities. |
Transactions with non-director related parties are set out below:
Associates
In the normal course of business, the Company conducts transactions with entities in which it has
an investment. In some cases, directors of the Company also serve as directors of investee
companies. In all such cases transactions were on normal commercial terms and conditions.
For the year ended 30 June 2006 there were no amounts included in the determination of profit from
ordinary activities before income tax that resulted from transactions with entities, which are
associates (2005: $5,810,000).
35. Subsequent events
On 6 July 2006 the Company announced that it had entered a merger implementation agreement
with Peabody Energy Corporation, for the proposed acquisition by Peabody of the shares in the
Company via a scheme of arrangement. Under the offer, Excel shareholders will receive $8.50 cash
per Excel share. The offer values the Group at $1,827,000,000. The shareholders meeting to vote
on the proposed is expected to be held in early October 2006. Subsequent to this announcement
Peabody advised that they were increasing the offer price to $9.50 cash per share and had acquired
19.99% of Excel shares.
In August 2006 the Company completed negotiations with its financers to increase its facility by
$43,000,000, being $13,000,000 increase in performance bonds and $30,000,000 in the working capital
facility. Total undrawn facilities available to the Company increased to $95,000,000.
In August 2006 Millennium management advised the plant commissioning was scheduled for the end of
September 2006 but identified a further cost increase in relation to plant construction of
approximately $15,000,000.
The directors have declared a fully franked and paid a fully franked dividend of 10.5 cents per
share in respect of the financial year ended 30 June 2006. The total dividend of $22,573,000 was
paid 15 September 2006.
Other than the matters discussed above, there has not arisen in the interval between the end of the
financial year and the date of this report any item, transaction or event of a material and unusual
nature likely, in the opinion of the directors of the Company, to affect significantly the
operations of the consolidated entity, the results of those operations, or the state of affairs of
the consolidated entity, in future financial years.
54
Excel
Coal Limited
Notes to the consolidated financial statements
36. Changes in accounting policy
Application of AASB 132 and AASB 139 prospectively from 1 July 2005
In current financial year the consolidated entity adopted AASB 132: Financial Instruments:
Disclosure and Presentation and AASB 139: Financial Instruments: Recognition and Measurement. This
change in accounting policy has been adopted in accordance with the transition rules contained in
AASB 1, which does not require the restatement of comparative information for financial instruments
within the scope of AASB 132 and AASB 139.
The adoption of AASB 139 has resulted in the consolidated entity recognising available for sale
investments and all derivative financial instruments as assets or liabilities at fair value. This
change has been accounted for by adjusting the opening balance of equity (retained earnings),
hedging reserve and fair value reserve at 1 July 2005. No change was recorded in respect of trade
receivables and other receivables or trade and other payables.
The impact on the balance sheet in the comparative period is set out below as an adjustment to the
opening balance sheet at 1 July 2005. The transitional provisions will not have any effect in
future reporting periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
change in |
|
|
|
|
|
|
|
|
|
|
Opening |
|
|
accounting |
|
|
Adjusted |
|
|
|
|
|
|
|
balance |
|
|
policy |
|
|
Balance |
|
Consolidated |
|
Note |
|
|
$ 000 |
|
|
$ 000 |
|
|
$ 000 |
|
|
Other financial assets |
|
|
1 |
|
|
|
3,611 |
|
|
|
(736 |
) |
|
|
2,875 |
|
Deferred foreign currency
payable |
|
|
2 |
|
|
|
26,366 |
|
|
|
(23,281 |
) |
|
|
3,085 |
|
Retained earnings |
|
|
2 |
|
|
|
49,783 |
|
|
|
736 |
|
|
|
50,519 |
|
Deferred tax liabilities |
|
|
|
|
|
|
21,014 |
|
|
|
6,670 |
|
|
|
27,684 |
|
Hedging reserve |
|
|
2 |
|
|
|
|
|
|
|
14,561 |
|
|
|
14,561 |
|
Fair value reserve |
|
|
1 |
|
|
|
|
|
|
|
(736 |
) |
|
|
(736 |
) |
Interest bearing liabilities |
|
|
2,3 |
|
|
|
182,849 |
|
|
|
(3,408 |
) |
|
|
179,441 |
|
Minority interest |
|
|
2 |
|
|
|
27,329 |
|
|
|
2,687 |
|
|
|
30,016 |
|
Footnotes
1. |
|
Under previous Australian GAAP, the consolidated entity recorded available for sale equity
securities at market value with any movement recorded through the income statement. In
accordance with Australian Accounting Standards, they are recognised at fair value with
movements recorded through equity. |
|
|
|
The effect in the consolidated entity is to increase retained earnings and decrease the fair
value reserve and other financial assets by $736,000 ($1,051,000 less related deferred tax of
$315,000) at 1 July 2005. |
|
2. |
|
Under previous Australian GAAP, the consolidated entity recorded movements in the market to
market value of its derivatives as an increase to current assets and current liabilities of
$26,366,000. In accordance with Australian Accounting Standards derivatives are now
recognised at fair value and movements deferred through the hedging reserve. In addition the
consolidated entity recognised a derivative for the USD coupon swap. |
|
|
|
The effect in the consolidated entity is to decrease the deferred foreign currency payable by
$23,281,000 and increase the hedging reserve by $14,561,000, ($23,281,000 less related deferred
tax of $6,985,000 less minority interest effect of $2,687,000 at 1 July 2005 and plus decrease
in interest bearing liabilities by $952,000). |
|
3. |
|
Under previous Australian GAAP, the consolidated entity capitalised transaction costs of
$2,456,000 associated with bank loans as an asset. |
|
|
|
In accordance with Australian Accounting Standards, these costs are now recognised directly
against the loans. The effect on the consolidated entity is to decrease other current assets
and interest bearing liabilities by $2,456,000 at 1 July 2005. |
55
Excel Coal Limited
Notes to the consolidated financial statements
37. United States generally accepted accounting principles disclosures
The consolidated financial report of Excel Coal Limited as of and for the year ended 30 June
2006 is prepared in accordance with Australian Accounting Standards . Certain significant
differences exist between Australian Accounting Standards and accounting principles generally
accepted in the United States of America (US GAAP). The significant differences between Australian
Accounting Standards and US GAAP as they relate to the consolidated entity are presented in this
note.
Reconciliation to US GAAP
Reconciliation of net income
The following is a summary of the significant adjustments to net income for the year ended 30 June
2006 that would be required if US GAAP had been applied instead of Australian Accounting Standards.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
30 June 2006 |
|
|
|
Note |
|
|
$ 000 |
|
|
Net profit attributable to members of the parent
as reported under Australian
Accounting Standards |
|
|
|
|
|
|
98,062 |
|
|
|
|
|
|
|
|
|
|
Adjustments required to comply with US GAAP
|
|
|
|
|
|
|
|
|
Exploration and evaluation costs |
|
|
(a |
) |
|
|
(5,373 |
) |
Capitalised interest |
|
|
(b |
) |
|
|
3,065 |
|
Deferred underground longwall costs |
|
|
(c |
) |
|
|
1,501 |
|
Derivatives |
|
|
(d |
) |
|
|
(32,380 |
) |
Amortisation of non current assets |
|
|
(e), |
(f) |
|
|
(1,574 |
) |
Tax effect of US GAAP adjustments |
|
|
(h |
) |
|
|
10,428 |
|
Minority interest share of US GAAP adjustments |
|
|
(i |
) |
|
|
4,010 |
|
|
|
|
|
|
|
|
|
|
|
Net income under US GAAP |
|
|
|
|
|
|
77,739 |
|
|
56
Excel Coal Limited
Notes to the consolidated financial statements
37. United States generally accepted accounting principles disclosures
Reconciliation of Shareholders Equity
The following is a summary of the adjustments to shareholders equity for the year ended 30 June
2006, that would be required if US GAAP had been applied instead of Australian Accounting
Standards.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
30 June 2006 |
|
|
|
Note |
|
|
$000 |
|
|
Total equity attributable to equity holders of the
parent as reported under Australian Accounting
Standards |
|
|
|
|
|
|
366,529 |
|
|
|
|
|
|
|
|
|
|
Cumulative adjustments required to comply with US
GAAP
|
|
|
|
|
|
|
|
|
Exploration and evaluation costs |
|
|
(a |
) |
|
|
(19,043 |
) |
Capitalised interest |
|
|
(b |
) |
|
|
3,065 |
|
Deferred underground longwall costs |
|
|
(c |
) |
|
|
(1,204 |
) |
Acquisition of minority interests |
|
|
(e |
) |
|
|
76,225 |
|
Amortisation of non current assets |
|
|
(e), |
(f) |
|
|
(3,116 |
) |
Reverse acquisition |
|
|
(f |
) |
|
|
3,926 |
|
Amortisation of Goodwill |
|
|
(g |
) |
|
|
338 |
|
Tax effect of US GAAP adjustments |
|
|
(h |
) |
|
|
5,988 |
|
Minority interest share of US GAAP adjustments |
|
|
(i |
) |
|
|
2,985 |
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity under US GAAP |
|
|
|
|
|
|
435,693 |
|
|
Reconciliation of movements in Shareholders Equity
|
|
|
|
|
|
|
Consolidated |
|
|
|
30 June 2006 |
|
|
|
$ 000 |
|
|
Total shareholders equity at beginning of year (US
GAAP) |
|
|
314,820 |
|
Net income |
|
|
77,739 |
|
Other comprehensive income, net of tax |
|
|
|
|
Foreign currency translation |
|
|
(71 |
) |
Fair value investments |
|
|
765 |
|
Issued shares, net of transaction costs and tax |
|
|
102,300 |
|
Dividends paid |
|
|
(59,860 |
) |
|
|
|
|
|
|
Total shareholders equity at end of year (US GAAP) |
|
|
435,693 |
|
|
57
Excel Coal Limited
Notes to the consolidated financial statements
37. United States generally accepted accounting principles disclosures
Reconciliation of movements in Shareholders Equity (continued)
|
|
|
|
|
|
|
Consolidated |
|
|
|
30 June 2006 |
|
|
|
$ 000 |
|
|
Shareholders equity at 30 June 2006 consists of: |
|
|
|
|
Issued capital |
|
|
287,925 |
|
Retained earnings |
|
|
147,629 |
|
Foreign currency translation reserve |
|
|
110 |
|
Fair value reserve |
|
|
29 |
|
|
|
|
|
|
|
Total shareholders equity at end of year (US
GAAP) |
|
|
435,693 |
|
|
Earnings per share
|
|
|
|
|
|
|
30 June 2006 |
|
|
|
$ 000 |
|
|
Net income under US
GAAP |
|
|
77,739 |
|
|
Weighted average number of ordinary shares (Note
25) |
|
|
204,878,114 |
|
|
|
|
|
|
|
|
|
30 June |
|
|
|
2006 |
|
|
|
Cents |
|
|
Basic and diluted earnings per share under US
GAAP |
|
|
37.9 |
|
|
There were no potential dilutive ordinary shares.
Explanation of US GAAP adjustments
(a) |
|
Exploration and evaluation costs |
Under Australian Accounting Standards exploration and evaluation expenditures, including the
costs of acquiring licences and deferred exploration costs acquired in a business acquisition,
are capitalised as exploration and evaluation assets on an area of interest basis. The
capitalised costs are presented as intangible exploration and evaluation assets. When a licence
is relinquished or a project abandoned, the related costs are recognised in the income
statement.
Exploration and evaluation assets are only recognised if the rights of the area of interest are
current and either:
|
(i) |
|
the expenditures are expected to be recouped through successful development and
exploitation of the area of interest; or |
|
|
(ii) |
|
activities in the area of interest have not at the reporting date, reached a stage
which permits a reasonable assessment of the existence or other wise of economically
recoverable reserves and active and significant operations in, or in relation to, the area
of interest are continuing. |
58
Excel Coal Limited
Notes to the consolidated financial statements
37. United States generally accepted accounting principles disclosures
(a) |
|
Exploration and evaluation costs (continued) |
Exploration and evaluation assets that have reached the development and production phase are
reclassified to depreciable assets and amortised on a units of production basis over the life of
the economically recoverable reserves.
Under US GAAP, exploration and evaluation costs are expensed as incurred up until such time that
a property can be economically developed as a result of establishing proven and probable
reserves. Accordingly the Company has recorded an adjustment to exploration expenditure, net of
amortisation expenses, in 2006 of $5,373,000.
Cumulative deferred exploration and evaluation costs recorded under Australian Accounting
Standards at 30 June 2006 total $40,335,000. Under US GAAP $19,043,000 has been adjusted in line
with the above US GAAP policy and $21,292,000 (representing exploration and evaluation assets
acquired in business combinations) reclassified to coal reserves with no resulting change in
total shareholders equity.
Under Australian Accounting Standards financing costs are recognised as an expense in the period
in which they are incurred. However, companies may chose to capitalise interest costs to the
extent that they relate to qualifying assets. A qualifying asset is defined as an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale. The
amount capitalised is determined by reference to the actual finance cost incurred on the
specific debt draw down in relation to the funding of the expenditure on the qualifying asset.
Under US GAAP capitalising of qualifying interest is required. The amount of interest
capitalised against a qualifying asset represents the interest costs on the qualifying asset,
regardless of whether the entire borrowing was used to finance the construction of the
qualifying asset. The interest rate is determined either based on borrowings outstanding during
the year to finance the qualifying asset or a weighted average of undesignated borrowings.
The above difference has resulted in a higher amount of interest being capitalised under US GAAP
for the year ended 30 June 2006. This has resulted in an increase in property, plant and
equipment at 30 June 2006 and corresponding reduction in interest expense in the income
statement of $3,065,000. No additional amortisation charge has been recorded in the income
statement under US GAAP as the qualifying assets were under construction at 30 June 2006.
(c) |
|
Deferred underground longwall costs |
Under Australian Accounting Standards expenditure (direct costs and share of overheads) incurred
in respect of longwall block development is deferred until commencement of production. These
costs are amortised over saleable production of the relevant longwall panel.
Under US GAAP, the initial set up costs associated with development of the first longwall panel
are capitalised and amortised over the life of the entire panel on a units of production basis.
Subsequent expenditure to relocate the longwall equipment is expensed as incurred.
The adjustment relates to the expensing of such relocation expenditure. The impact of this
adjustment has been to reduce other assets by $1,204,000 at 30 June 2006 and decrease in cost of
sales of $1,501,000.
59
Excel Coal Limited
Notes to the consolidated financial statements
37. United States generally accepted accounting principles disclosures
Under Australian Accounting Standards and US GAAP, derivatives (hedging instruments) used to
hedge foreign exchange exposures to variabilities in cash flows denominated in US dollars and
pounds sterling are recorded on the balance sheet at fair value. Where the respective hedge
accounting criteria have been met, any movements in the fair value of these derivatives, to the
extent they are considered an effective hedge of the identified risk, are recorded in equity and
released to the income statement when the hedged transaction occurs.
The Company has not sought to apply hedge accounting under US GAAP in part due to the nature of
specific documentation requirements of US GAAP. As such, all derivative gains and losses
deferred in equity under Australian Accounting Standards have been recognised in the income
statement under US GAAP. This has resulted in a decrease in net income for 2006 of $32,380,000
and a $6,733,000 reclassification in total shareholders equity between hedge reserves and
retained earnings.
(e) |
|
Acquisition of minority interests |
Under Australian GAAP when an entity acquires a portion of, or all of, the minoritys share of a
consolidated subsidiary the excess of the consideration paid for the incremental ownership
interest over the book value of the interest acquired is recorded directly as a reduction of
equity.
Under US GAAP when less than 100% of an equity is acquired in a series of two or more separate
transactions, each acquisition is accounted for under the purchase method and the consideration
paid allocated over the proportionate share of the net assets acquired based on the fair value
of those assets as at the acquisition date.
The impact of this difference is that the amounts recorded directly in equity under Australian
Accounting Standards are reclassified onto the balance sheet as coal reserves. This resulted in
an increase in coal reserves of $76,225,000 at 30 June 2006 and additional amortisation charges
of $1,412,000 in respect of the 2006 year.
The deferred tax liability of $22,867,000 associated with these additional coal reserves are
recognised with a corresponding increase to coal reserves resulting in no net movement in
shareholders equity.
In November 2002 Eureka Capital Partners Limited (Eureka now Excel Coal Limited) purchased
the issued shares of Excel Holdings Pty Limited (Excel Holdings). Under Australian Accounting
Standards applicable at that time, Eureka was identified as the acquirer as it became the legal
parent entity following the acquisition. Consequently, the fair value of the consideration
paid, being shares issued by Eureka, was allocated over the fair value of the net assets of
Excel Holdings in accordance with the purchase method of accounting.
Following this transaction the Australian Accounting Standards rules relating to the
identification of an acquirer have changed. As the company adopted an exemption to apply this
change prospectively no adjustment was recorded in the Australian Accounting Standards financial
statements.
Under US GAAP, the acquirer for accounting purposes is Excel Holdings as the shareholders of
Excel Holdings subsequently controlled Eureka. The impact of this difference is that the
purchase price is allocated over the net assets of Eureka in accordance with the purchase method
of accounting. This resulted in additional coal reserves of $3,926,000 being recognised under
US GAAP with a corresponding increase to issued capital, and additional amortisation expense of
$162,000 recorded under US GAAP. The additional coal reserves arose due to the different value
of the combined entitys net assets treating Excel as the acquirer.
The deferred tax liability of $1,178,000 associated with these additional coal reserves is
recognised with a corresponding increase to coal reserves resulting in no net movement in
shareholders equity.
60
Excel Coal Limited
Notes to the consolidated financial statements
37. United States generally accepted accounting principles disclosures
(g) |
|
Amortisation of goodwill |
Under Australian Accounting Standards goodwill has not been amortised from 1 July 2004, but is
subject to annual impairment testing. Prior to 1 July 2004, goodwill was amortised over its
useful economic life not exceeding 20 years.
Under US GAAP amortisation of goodwill ceased with effect from 1 July 2002, and is subject to
annual impairment testing. The adjustment of $338,000 relates to the reversal of goodwill
amortisation for the period from 1 July 2002 to 30 June 2003.
(h) |
|
Tax effect of US GAAP adjustments |
The effect of the US GAAP adjustments outlined in (a) to (g) above resulted in a decrease in
income tax expense of $10,428,000 for the year ended 30 June 2006 and a cumulative decrease in
the deferred tax liability of $7,254,000.
(i) |
|
Minority interest share of US GAAP adjustments |
These adjustments relate to the effect on minority interest of the US GAAP adjustments outlined
in (a) to (h) above.
New accounting pronouncements
In March 2005, the Emerging Issues Task Force of the FASB reached a consensus in Issue No.
04-6 Accounting for Stripping Costs Incurred during Production in the Mining Industry (EITF 04-6)
that stripping costs incurred during the production phase of a mine are variable production costs.
As such, stripping costs incurred during the production phase are treated differently to stripping
costs incurred during the development phase, and should be included in the cost of the inventory
produced during the period that the stripping costs are incurred. This consensus is not applicable
to Excel until 1 July 2006. The effect of adopting the EITF using the cumulative effect adjustment
on 1 July 2006 would result in a reduction to retained earnings of $8,547,000, net of tax. Under
Australian Accounting Standards these costs would continue to be capitalised and charged to
operating costs on a units of production basis using the estimated average stripping ratio for the
area being mined.
In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation 48
Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 (FIN
48). This interpretation prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or expected to be taken in
a tax return. FIN 48 also provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition. This interpretation is
effective for fiscal years beginning after 15 December 2006 (1 July 2007 for the Company). Any
adjustments required upon the adoption of this interpretation must be recorded directly to retained
earnings in the year of adoption and reported as a change in accounting principle. The Company is
currently evaluating the impact of this interpretation on its financial statements.
In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurements (SFAS 157).
SFAS 157 establishes a single authoritative definition of fair value, sets out a framework for
measuring fair value, and requires additional disclosures about fair-value measurements. This
statement applies only to fair-value measurements that are already required or permitted by other
accounting standards. SFAS 157 is effective for fiscal years beginning after 15 November 2007 (1
July 2008 for the Company). The requirements of SFAS 157 will be applied prospectively except for
certain derivative instruments that would be adjusted through the opening balance of retained
earnings in the period of adoption. The Company is currently evaluating the impact of this
standard on its financial statements.
61
Excel Coal Limited
Notes to the consolidated financial statements
37. United States generally accepted accounting principles disclosures
US GAAP cash flow disclosures
Under Australian Accounting Standards proceeds from deferred revenue of $53,474,000 are
classified as financing activities. Under US GAAP these proceeds would be recorded as an operating
activity. Under Australian Accounting Standards interest on finance leases and borrowings of
$5,367,000 are classified as operating activities. Under US GAAP these would be recorded as
financing activities. Under Australian Accounting Standards exploration and evaluation expenditure
of $7,948,000 is classified as investing activities. Under US GAAP these would be recorded as
operating activities. Otherwise, cashflows from operating, investing and financing activities are
the same under Australian Accounting Standards and US GAAP.
US GAAP Tax disclosures
Under Australian Accounting Standards capital tax losses of $3,393,000 have not been recorded
on the balance sheet as it is not probable that future taxable profits will be available against
which the entity can utilise the benefits from the capital tax losses. Under US GAAP these losses
would be disclosed with a corresponding valuation allowance of the same amount based on the more
likely than not criteria. This has no effect on net income or shareholders equity in 2006.
62
Independent Auditors Report
To the Board of Directors of Excel Coal Limited:
We have audited the accompanying consolidated balance sheet of Excel Coal Limited and its
subsidiaries (the consolidated entity) as of 30 June 2006, and the related consolidated income
statement, statement of changes in equity and statement of cash flows for the year ended 30 June
2006, all expressed in Australian dollars. These consolidated financial statements are the
responsibility of the consolidated entitys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit
includes consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the consolidated entitys internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of the consolidated entity as of 30 June 2006 and the
results of its operations and its cash flows for the year ended 30 June 2006 in conformity with
Australian Accounting Standards, being the Australian equivalents to International Financial
Reporting Standards.
As further described in Note 36 to the consolidated financial statements, the consolidated entity
changed its method of accounting for financial instruments for the year ended 30 June 2006 to
conform with Australian Accounting Standards Board Standard 132: Financial Instruments: Disclosure
and Presentation and Australian Accounting Standards Board Standard 139: Financial Instruments:
Recognition and Measurement.
Australian Accounting Standards vary in certain significant respects from accounting principles
generally accepted in the United States of America. Information relating to the nature and effect
of such differences is presented in Note 37 to the consolidated financial statements.
KPMG
/s/ KPMG
Sydney, Australia
29 September 2006
63
Unaudited
Pro Forma Combined Financial Statements
The following unaudited pro forma combined financial statements give effect to Peabodys
anticipated acquisition of Excel and the related financings. The unaudited pro forma combined
balance sheet as of June 30, 2006 is presented as if the acquisition and the related financings had
occurred on that date. The unaudited pro forma combined statement of operations for the six months
ended June 30, 2006 and 2005 and for the year ended December 31, 2005 assume that the acquisition
had occurred on January 1, 2005. The acquisition and the related financings are accounted for using the
purchase method of accounting, with the purchase price allocated to the assets acquired and
liabilities assumed based on estimated fair values, pending the completion of independent
appraisals.
The unaudited pro forma combined financial statements should be read in conjunction with (i)
Peabodys historical audited financial statements and Managements Discussion and Analysis of
Financial Condition and Results of Operations filed in our
Annual Report on Form 10-K for the year ended December 31, 2005,
(ii) our historical unaudited financial statements
and Managements Discussion and Analysis of Financial
Condition and Results of Operations filed in our Quarterly
Reports on Form 10-Q for the six months ended June 30, 2006 and 2005
and (iii) the historical audited financial statements
of Excel.
The unaudited pro forma combined financial statements are for informational purposes only and are
not necessarily indicative of the financial position that would have been obtained or the results
of operations that would have occurred if the acquisition and the related financings had been
consummated on the dates indicated, nor are they necessarily
indicative of our financial position
or results of operations in the future.
The pro forma adjustments, as described in the Notes to Pro Forma Combined Financial Statements,
are based upon available information and upon assumptions that Peabodys management believes are
reasonable. The actual amounts that Peabody records based on its final assessment of fair values
may differ materially from the information presented in these unaudited pro forma combined
financial statements.
Due to
differing fiscal years between Peabody, which
ends its fiscal year on December 31, and Excel,
which ends its fiscal year on June 30, calculations were necessary to conform Excels financial information
to the time periods presented.
Information
related to Excel included in the unaudited pro forma combined balance sheet as of June 30, 2006 was translated from A$ to
US$ using a foreign exchange rate of A$1.00=US$0.7433, based on the closing rate on June 30, 2006.
The unaudited pro forma combined statement of operations for the six months ended June 30, 2006 was
translated from A$ to US$ using an exchange rate of A$1.00=US$0.7433,
based on the average closing rates for the period from
January 3, 2006 through June 30, 2006. The unaudited pro forma combined statement of operations
for the six months ended June 30, 2005 was translated from A$ to US$ using an exchange rate
of A$1.00=US$0.7728, based on the average closing rates for the period from January 4, 2005 through June 30, 2005. The unaudited pro forma
combined statement of operations for the year ended December 31, 2005 was translated from A$ to US$
using an exchange rate of A$1.00=US$0.7622, based on the average closing rates for the period from January 4, 2005 through
December 30,
2005. Asset retirement obligation expense and depreciation, depletion and amortization were
translated from A$ to US$ using a historical exchange rate equal to the opening rate on January 4,
2005 of A$1.00=US$0.7790 for all periods presented.
64
PEABODY ENERGY CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2005
(Dollars
in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peabody |
|
|
Excel Coal |
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy |
|
|
Limited |
|
|
Pro Forma |
|
|
|
|
|
|
Pro Forma |
|
|
|
Historical |
|
|
Historical |
|
|
Adjustments |
|
|
|
|
|
|
as Adjusted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
4,545,323 |
|
|
$ |
326,208 |
|
|
|
|
|
|
|
|
|
|
$ |
4,871,531 |
|
Other revenues |
|
|
99,130 |
|
|
|
2,130 |
|
|
|
|
|
|
|
|
|
|
|
101,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
4,644,453 |
|
|
|
328,338 |
|
|
|
|
|
|
|
|
|
|
|
4,972,791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COSTS AND EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses |
|
|
3,715,836 |
|
|
|
221,509 |
|
|
|
|
|
|
|
|
|
|
|
3,937,345 |
|
Depreciation, depletion and amortization |
|
|
316,114 |
|
|
|
17,864 |
|
|
|
18,575 |
|
|
|
(a |
) |
|
|
352,553 |
|
Asset retirement obligation expense |
|
|
35,901 |
|
|
|
4,279 |
|
|
|
|
|
|
|
|
|
|
|
40,180 |
|
Selling and administrative expenses |
|
|
189,802 |
|
|
|
16,914 |
|
|
|
|
|
|
|
|
|
|
|
206,716 |
|
Net (gain) loss on disposal or exchange of assets |
|
|
(101,487 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
(101,486 |
) |
Income from equity affiliates |
|
|
(30,096 |
) |
|
|
(3,445 |
) |
|
|
|
|
|
|
|
|
|
|
(33,541 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING PROFIT |
|
|
518,383 |
|
|
|
71,216 |
|
|
|
(18,575 |
) |
|
|
|
|
|
|
571,024 |
|
Interest expense |
|
|
102,939 |
|
|
|
7,997 |
|
|
|
(7,997 |
) |
|
|
(b |
) |
|
|
102,939 |
|
|
|
|
|
|
|
|
|
|
|
|
127,068 |
|
|
|
(c |
) |
|
|
127,068 |
|
Interest income |
|
|
(10,641 |
) |
|
|
(4,261 |
) |
|
|
4,261 |
|
|
|
(b |
) |
|
|
(10,641 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES
AND MINORITY INTERESTS |
|
|
426,085 |
|
|
|
67,480 |
|
|
|
(141,907 |
) |
|
|
|
|
|
|
351,658 |
|
Income tax provision (benefit) |
|
|
960 |
|
|
|
18,695 |
|
|
|
(40,000 |
) |
|
|
(d |
) |
|
|
(20,345 |
) |
Minority interests |
|
|
2,472 |
|
|
|
4,755 |
|
|
|
|
|
|
|
|
|
|
|
7,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
422,653 |
|
|
$ |
44,030 |
|
|
$ |
(101,907 |
) |
|
|
|
|
|
$ |
364,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
1.62 |
|
|
$ |
0.17 |
|
|
$ |
(0.39 |
) |
|
|
|
|
|
$ |
1.39 |
|
Diluted earnings per share |
|
$ |
1.58 |
|
|
$ |
0.16 |
|
|
$ |
(0.38 |
) |
|
|
|
|
|
$ |
1.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic |
|
|
261,519,424 |
|
|
|
261,519,424 |
|
|
|
261,519,424 |
|
|
|
|
|
|
|
261,519,424 |
|
Weighted average shares outstanding diluted |
|
|
268,013,476 |
|
|
|
268,013,476 |
|
|
|
268,013,476 |
|
|
|
|
|
|
|
268,013,476 |
|
65
PEABODY ENERGY CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2005
(Dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peabody |
|
|
Excel Coal |
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy |
|
|
Limited |
|
|
Pro Forma |
|
|
|
|
|
|
Pro Forma |
|
|
|
Historical |
|
|
Historical |
|
|
Adjustments |
|
|
|
|
|
|
as Adjusted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
2,152,338 |
|
|
$ |
144,004 |
|
|
|
|
|
|
|
|
|
|
$ |
2,296,342 |
|
Other revenues |
|
|
33,928 |
|
|
|
470 |
|
|
|
|
|
|
|
|
|
|
|
34,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
2,186,266 |
|
|
|
144,474 |
|
|
|
|
|
|
|
|
|
|
|
2,330,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COSTS AND EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses |
|
|
1,791,986 |
|
|
|
91,013 |
|
|
|
|
|
|
|
|
|
|
|
1,882,999 |
|
Depreciation, depletion and amortization |
|
|
155,262 |
|
|
|
9,681 |
|
|
|
8,850 |
|
|
|
(a |
) |
|
|
173,793 |
|
Asset retirement obligation expense |
|
|
16,357 |
|
|
|
2,468 |
|
|
|
|
|
|
|
|
|
|
|
18,825 |
|
Selling and administrative expenses |
|
|
78,431 |
|
|
|
7,462 |
|
|
|
|
|
|
|
|
|
|
|
85,893 |
|
Net (gain) loss on disposal or exchange of assets |
|
|
(47,574 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
(47,573 |
) |
Income from equity affiliates |
|
|
(18,308 |
) |
|
|
(3,166 |
) |
|
|
|
|
|
|
|
|
|
|
(21,474 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING PROFIT |
|
|
210,112 |
|
|
|
37,015 |
|
|
|
(8,850 |
) |
|
|
|
|
|
|
238,277 |
|
Interest expense |
|
|
50,761 |
|
|
|
4,492 |
|
|
|
(4,492 |
) |
|
|
(b |
) |
|
|
50,761 |
|
|
|
|
|
|
|
|
|
|
|
|
63,534 |
|
|
|
(c |
) |
|
|
63,534 |
|
Interest income |
|
|
(3,183 |
) |
|
|
(2,417 |
) |
|
|
2,417 |
|
|
|
(b |
) |
|
|
(3,183 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES
AND MINORITY INTERESTS |
|
|
162,534 |
|
|
|
34,940 |
|
|
|
(70,309 |
) |
|
|
|
|
|
|
127,165 |
|
Income tax provision (benefit) |
|
|
14,586 |
|
|
|
8,832 |
|
|
|
(19,938 |
) |
|
|
(d |
) |
|
|
3,480 |
|
Minority interests |
|
|
804 |
|
|
|
4,159 |
|
|
|
|
|
|
|
|
|
|
|
4,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
147,144 |
|
|
$ |
21,949 |
|
|
$ |
(50,371 |
) |
|
|
|
|
|
$ |
118,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.56 |
|
|
$ |
0.08 |
|
|
$ |
(0.19 |
) |
|
|
|
|
|
$ |
0.45 |
|
Diluted earnings per share |
|
$ |
0.55 |
|
|
$ |
0.08 |
|
|
$ |
(0.19 |
) |
|
|
|
|
|
$ |
0.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic |
|
|
261,164,418 |
|
|
|
261,164,418 |
|
|
|
261,164,418 |
|
|
|
|
|
|
|
261,164,418 |
|
Weighted average shares outstanding diluted |
|
|
267,367,248 |
|
|
|
267,367,248 |
|
|
|
267,367,248 |
|
|
|
|
|
|
|
267,367,248 |
|
66
PEABODY ENERGY CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2006
(Dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peabody |
|
|
Excel Coal |
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy |
|
|
Limited |
|
|
Pro Forma |
|
|
|
|
|
|
Pro Forma |
|
|
|
Historical |
|
|
Historical |
|
|
Adjustments |
|
|
|
|
|
|
as Adjusted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
2,582,564 |
|
|
$ |
201,176 |
|
|
|
|
|
|
|
|
|
|
$ |
2,783,740 |
|
Other revenues |
|
|
45,634 |
|
|
|
2,561 |
|
|
|
|
|
|
|
|
|
|
|
48,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
2,628,198 |
|
|
|
203,737 |
|
|
|
|
|
|
|
|
|
|
|
2,831,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COSTS AND EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses |
|
|
2,075,876 |
|
|
|
123,017 |
|
|
|
|
|
|
|
|
|
|
|
2,198,893 |
|
Depreciation, depletion and amortization |
|
|
172,439 |
|
|
|
10,972 |
|
|
|
10,075 |
|
|
|
(a |
) |
|
|
193,486 |
|
Asset retirement obligation expense |
|
|
18,843 |
|
|
|
1,462 |
|
|
|
|
|
|
|
|
|
|
|
20,305 |
|
Selling and administrative expenses |
|
|
87,305 |
|
|
|
10,562 |
|
|
|
|
|
|
|
|
|
|
|
97,867 |
|
Net gain on disposal or exchange of assets |
|
|
(59,269 |
) |
|
|
(450 |
) |
|
|
|
|
|
|
|
|
|
|
(59,719 |
) |
Income from equity affiliates |
|
|
(13,932 |
) |
|
|
(15 |
) |
|
|
|
|
|
|
|
|
|
|
(13,947 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING PROFIT |
|
|
346,936 |
|
|
|
58,189 |
|
|
|
(10,075 |
) |
|
|
|
|
|
|
395,050 |
|
Interest expense |
|
|
52,738 |
|
|
|
5,534 |
|
|
|
(5,534 |
) |
|
|
(b |
) |
|
|
52,738 |
|
|
|
|
|
|
|
|
|
|
|
|
63,534 |
|
|
|
(c |
) |
|
|
63,534 |
|
Interest income |
|
|
(4,140 |
) |
|
|
(1,578 |
) |
|
|
1,578 |
|
|
|
(b |
) |
|
|
(4,140 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES
AND MINORITY INTERESTS |
|
|
298,338 |
|
|
|
54,233 |
|
|
|
(69,653 |
) |
|
|
|
|
|
|
282,918 |
|
Income tax provision (benefit) |
|
|
8,248 |
|
|
|
16,216 |
|
|
|
(19,373 |
) |
|
|
(d |
) |
|
|
5,091 |
|
Minority interests |
|
|
6,434 |
|
|
|
3,003 |
|
|
|
|
|
|
|
|
|
|
|
9,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
283,656 |
|
|
$ |
35,014 |
|
|
$ |
(50,280 |
) |
|
|
|
|
|
$ |
268,390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
1.08 |
|
|
$ |
0.13 |
|
|
$ |
(0.19 |
) |
|
|
|
|
|
$ |
1.02 |
|
Diluted earnings per share |
|
$ |
1.05 |
|
|
$ |
0.13 |
|
|
$ |
(0.19 |
) |
|
|
|
|
|
$ |
1.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic |
|
|
263,726,123 |
|
|
|
263,726,123 |
|
|
|
263,726,123 |
|
|
|
|
|
|
|
263,726,123 |
|
Weighted average shares outstanding diluted |
|
|
269,597,156 |
|
|
|
269,597,156 |
|
|
|
269,597,156 |
|
|
|
|
|
|
|
269,597,156 |
|
67
PEABODY ENERGY CORPORATION
PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 2006
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peabody |
|
|
Excel Coal |
|
|
Pro Forma |
|
|
|
|
|
|
Energy |
|
|
Limited |
|
|
Adjustments |
|
|
|
|
|
|
Historical |
|
|
Historical |
|
|
(e) |
|
|
Total |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
318,736 |
|
|
$ |
29,585 |
|
|
$ |
(29,585 |
) |
|
$ |
318,736 |
|
Accounts receivable, less allowance |
|
|
261,997 |
|
|
|
33,816 |
|
|
|
|
|
|
|
295,813 |
|
Inventories |
|
|
167,116 |
|
|
|
80,465 |
|
|
|
(6,353 |
) (g) |
|
|
241,228 |
|
Assets from coal trading activities |
|
|
84,692 |
|
|
|
|
|
|
|
|
|
|
|
84,692 |
|
Deferred income taxes |
|
|
94,124 |
|
|
|
|
|
|
|
|
|
|
|
94,124 |
|
Other current assets |
|
|
78,682 |
|
|
|
33,493 |
|
|
|
|
|
|
|
112,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
1,005,347 |
|
|
|
177,359 |
|
|
|
(35,938 |
) |
|
|
1,146,768 |
|
Property, plant, equipment and mine development, net |
|
|
5,511,559 |
|
|
|
493,688 |
|
|
|
1,475,000 |
|
|
|
7,480,247 |
|
Deferred income taxes |
|
|
|
|
|
|
35,985 |
|
|
|
|
|
|
|
35,985 |
|
Goodwill |
|
|
|
|
|
|
251 |
|
|
|
79,382 |
(g) |
|
|
79,633 |
|
Investments and other assets |
|
|
324,696 |
|
|
|
71,267 |
|
|
|
17,001 |
|
|
|
412,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
6,841,602 |
|
|
$ |
778,550 |
|
|
$ |
1,535,445 |
|
|
$ |
9,155,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt |
|
$ |
72,088 |
|
|
$ |
18,034 |
|
|
$ |
(18,034 |
) |
|
$ |
72,088 |
|
Liabilities from coal trading activities |
|
|
74,271 |
|
|
|
|
|
|
|
|
|
|
|
74,271 |
|
Accounts payable and accrued expenses |
|
|
778,669 |
|
|
|
123,094 |
|
|
|
|
|
|
|
901,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
925,028 |
|
|
|
141,128 |
|
|
|
(18,034 |
) |
|
|
1,048,122 |
|
Long-term debt, less current maturities |
|
|
1,308,565 |
|
|
|
204,785 |
|
|
|
1,577,329 |
(f) |
|
|
3,090,679 |
|
Deferred income taxes |
|
|
289,083 |
|
|
|
45,489 |
|
|
|
|
|
|
|
334,572 |
|
Asset retirement obligations |
|
|
410,566 |
|
|
|
13,092 |
|
|
|
|
|
|
|
423,658 |
|
Workers compensation obligations |
|
|
239,822 |
|
|
|
|
|
|
|
|
|
|
|
239,822 |
|
Accrued postretirement benefit costs |
|
|
971,493 |
|
|
|
3,689 |
|
|
|
|
|
|
|
975,182 |
|
Other noncurrent liabilities |
|
|
350,940 |
|
|
|
29,263 |
|
|
|
300,000 |
|
|
|
680,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
4,495,497 |
|
|
|
437,446 |
|
|
|
1,859,295 |
|
|
|
6,792,238 |
|
Minority interests |
|
|
12,828 |
|
|
|
17,254 |
|
|
|
|
|
|
|
30,082 |
|
Stockholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
|
2,661 |
|
|
|
272,891 |
|
|
|
(272,891 |
) |
|
|
2,661 |
|
Additional paid-in capital |
|
|
1,546,985 |
|
|
|
|
|
|
|
|
|
|
|
1,546,985 |
|
Retained earnings |
|
|
830,648 |
|
|
|
50,856 |
|
|
|
(50,856 |
) |
|
|
830,648 |
|
Accumulated other comprehensive loss |
|
|
(31,625 |
) |
|
|
103 |
|
|
|
(103 |
) |
|
|
(31,625 |
) |
Treasury stock |
|
|
(15,392 |
) |
|
|
|
|
|
|
|
|
|
|
(15,392 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
2,333,277 |
|
|
|
323,850 |
|
|
|
(323,850 |
) |
|
|
2,333,277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders
equity |
|
$ |
6,841,602 |
|
|
$ |
778,550 |
|
|
$ |
1,535,445 |
|
|
$ |
9,155,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68
NOTES
TO PRO FORMA COMBINED FINANCIAL STATEMENTS
|
|
|
(a) |
|
To adjust depreciation, depletion and amortization based on the portion of the acquisition cost allocated to
long-lived assets. |
|
(b) |
|
To reverse historical interest expense incurred by Excel, as well as historical interest income earned by Excel. |
|
(c) |
|
Represents pro forma interest expense resulting from our new capital structure using, in the case of revolving
and term loan borrowings, an assumed LIBOR rate of 5.38% (dollars in
thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
Six Months |
|
Six Months |
|
|
December 31, |
|
Ended June 30, |
|
Ended June 30, |
|
|
2005 |
|
2005 |
|
2006 |
Revolving credit facility (1) |
|
$ |
29,766 |
|
|
$ |
14,883 |
|
|
$ |
14,883 |
|
Term loan facility (2) |
|
|
52,089 |
|
|
|
25,335 |
|
|
|
28,650 |
|
Senior notes (3) |
|
|
64,604 |
|
|
|
32,303 |
|
|
|
32,303 |
|
6 7/8%
Senior notes (4) |
|
|
47,746 |
|
|
|
23,815 |
|
|
|
23,815 |
|
5 7/8%
Senior notes (5) |
|
|
14,879 |
|
|
|
7,440 |
|
|
|
7,355 |
|
Subordinated
note (6) |
|
|
6,656 |
|
|
|
3,423 |
|
|
|
3,026 |
|
Surety bond
expense (7) |
|
|
11,095 |
|
|
|
5,292 |
|
|
|
4,165 |
|
Other
long-term debt (8) |
|
|
3,172 |
|
|
|
1,804 |
|
|
|
2,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total pro forma interest expense |
|
$ |
230,007 |
|
|
$ |
114,295 |
|
|
$ |
116,272 |
|
Less historical interest expense |
|
|
102,939 |
|
|
|
50,761 |
|
|
|
52,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net adjustment to interest expense |
|
$ |
127,068 |
|
|
$ |
63,534 |
|
|
$ |
63,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Reflects pro forma interest expense on our revolving unsecured credit facility at an assumed
LIBOR plus 1% interest rate of 6.38%. A portion of the revolving credit facility is expected to
be drawn at closing of the acquisition of Excel. |
|
|
(2) |
|
Reflects pro forma interest expense on our term loan facility at an assumed LIBOR plus 1%
interest rate of 6.38%. A portion of the term loan facility is expected to be drawn at closing of the acquisition of Excel. |
|
|
(3) |
|
Reflects pro forma interest expense on the senior notes at an assumed fixed
interest rate of 7.75%. For each percentage point by which the average interest rate on the
senior notes exceeds 7.75%, this adjustment would
increase by approximately $8.25 million per year. |
|
|
(4) |
|
Reflects historical interest expense on our 6 7/8% senior notes. |
|
|
(5) |
|
Reflects historical interest expense on our 5 7/8% senior notes. |
|
|
(6) |
|
Reflects historical interest expense on our subordinated note. |
|
|
(7) |
|
Reflects historical fees for surety bonds outstanding. |
|
|
(8) |
|
Reflects historical letter of credit fees, interest on capital leases and the effect of interest rate swaps. |
|
|
|
|
(d) |
|
To record income tax expense (benefit) on the pro forma adjustments to results of operations using the statutory
rate in effect in Australia. |
69
(e) |
|
To record the purchase transaction and allocate the $1,540 million purchase price (and
$49 million of transaction costs) to the assets acquired and the liabilities assumed based on the
estimated fair values of each item as follows (dollars in thousands): |
|
|
|
|
|
|
|
Estimated |
|
|
Fair Value |
Current assets |
|
$ |
171,006 |
|
Property, plant, equipment and mine development, net |
|
|
1,968,688 |
|
Goodwill |
|
|
79,633 |
|
Investments and other assets |
|
|
124,253 |
|
Current liabilities |
|
|
(123,094 |
) |
Long-term debt |
|
|
(222,819 |
) |
Asset retirement obligations |
|
|
(13,092 |
) |
Accrued postretirement benefit costs |
|
|
(3,689 |
) |
Other noncurrent liabilities |
|
|
(374,752 |
) |
Minority interest |
|
|
(17,254 |
) |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,588,880 |
|
|
|
|
|
(f) |
|
Reflects indebtedness incurred to finance the acquisition of Excel consisting of $512.5 million of
the Term Loan Facility, $444.6 million of borrowings under our Revolving Credit Facility and $825.0 million of
our Senior Notes that Peabody intends to issue. |
(g) |
|
To record the effects of Emerging Issues Task Force
(EITF) Issue No. 04-6, Accounting for Stripping Costs in the Mining
Industry (EITF Issue No. 04-6), which states that stripping costs incurred during the production phase of a mine are
variable production costs that should be included in the costs of the inventory produced during the period that the stripping costs are
incurred. EITF Issue No. 04-6 is effective for the first
reporting period in fiscal years beginning after December 15, 2005
(January 1, 2006 for Peabody and July 1, 2006 for Excel). On January 1, 2006, Peabody implemented EITF Issue No. 04-6
using its modified transition provisions which allow companies adopting in periods beginning after June 29, 2005 to utilize a
cumulative effect adjustment approach where the cumulative effect adjustment is recorded directly to retained earnings in the
year of adoption. The adjustment to recognize the impact of EITF Issue No. 04-6 as of June 30, 2006 for Excel resulted in a
reduction of Inventories by $6.4 million.
|
70
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit.
|
|
|
Exhibit |
|
|
Number |
|
Description of Exhibit |
99.1
|
|
Consent of KPMG, Independent Auditors of Excel. |
71
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
PEABODY ENERGY CORPORATION
|
|
Date: October 2, 2006 |
|
|
|
/s/ RICHARD A. NAVARRE
|
|
|
Richard A. Navarre |
|
|
Chief Financial Officer and
Executive Vice President of Corporate Development |
|
|
72