2012 Annual Report
2012 Annual Report
2012 Annual Report
Who we are
High growth drilling company providing services to mining exploration and energy companies. Focus on emerging and developing markets. Currently own 93 rigs.
What we do
Exploration, development, production and underground drilling in Africa, Asia and Latin America. High quality, long standing customer base includes AngloGold, Barrick, BHP Billiton, Centamin Egypt, First Quantum and Kinross.
Development 66%
Major 73%
Production, 12
Multi-purpose, 9
Diamond, 44
Contents
2 3 4 6 10 12 13 Highlights Financial Summary Chairman / Interim CEO Statement Chief Financial Officers Report Directors Profile Executive Committee Members Financial Report
Highlights
Revenue up 21.8% to USD158.9 million EBITDA up 9.1% to USD37.1 million EBIT down 8.3% to USD20.9 million NPAT down 19.8% to USD14.1 million Diluted EPS down 19.8% to 10.5 cents NAV per share up 17.9% to $0.69 per share Return on capital employed decrease from 28.2% to 19.8% Maintained elevated levels of utilisation at 76% for 2012, well above industry Strong increase in ARPOR profile, rising 22% to $192,000 for 2012 Rising exposure to major mining houses at 73% of 2012 revenue
Average Fleet Size Fleet Utilisation (%) ARPOR ($) Revenue EBITDA EBIT Net Profit After Tax Earnings per share Basic (cents) Diluted (cents) Net Asset Value per share (cents) Return On Capital Employed (%) Return on Total Assets (%) Net Debt / Cash Net Debt to Equity (%)
All amounts are in USD unless otherwise stated
Financial Summary
REVENUE
180 180 160 160 140 140
120 120 100 100 80 80 60 60 40 40 20 20 0 0
NPAT
158.9 130.5
20 20 18 18 16 16 14 14 12 12 10 10 8 8 6 6 4 4 2 2 0 0
75.3 59.0
FY09
FY11
FY12 FY12
FY09
FY10 FY10
FY11 FY11
FY12 FY12
NPAT US$m
Gearing
35 35
Ebitda
40 40
30 30 25 25 20 20 15 15 10 10 5 5 0 0
45.2%
35 35 30 30
37.1
25 25 20 20 15 15 10 10 5 5 0 0
15.5
18.1
18.7
21.4% 18.5%
23.4%
FY09
-0.3% FY10
FY11
FY12
0 -10%
FY09
FY11 FY11
Total debt
0.52 0.37
0.59
15 15 10 10 5 5 0 0
FY09 FY09
FY11
FY12 FY12
Dear Shareholders
2012 was a year of mixed results for Capital Drilling; we selectively grew our market share, generated record revenues, and made a substantial investment in our business to provide a stronger platform for future growth. Our first half performance was a record while the second half performance did not deliver to management expectations due to the external demand environment softening in the fourth quarter of the year and the slowdown in client activity in this period. Combined with the disruptions experienced in Egypt, this impacted the Groups 2012 results. Capital Drilling delivered a record of $158.9 million of revenue, an increase of 22% on 2011. EBITDA improved 9% on 2011, rising to $37.1 million. The Group did however record a fall in EBIT and NPAT of 8% and 20% respectively, with NPAT impacted by higher tax charges resulting from a change in geographical contributions to the Groups results. Group returns were again solid, with 2012 Return on Capital Employed (ROCE) of 19.8% and Return on Total Assets (ROTA) of 16.2%. Capital Drillings strategy of expanding our service offering continued to develop in 2012, with the commencement of underground drilling services in Ghana and Egypt. The Group added a further (net) eight rigs to the fleet over the year, representing 9% year on year growth, commencing 2013 with 93 rigs in the fleet. This fleet growth is slightly below long term growth rates and we expect 2013 to also reflect this trend as we seek to utilise existing assets in a more subdued demand environment, with growth CAPEX to be driven by new tender wins rather than through existing client demand.
Rig utilisation for the Group softened in 2012, reducing from 82% for 2011 to 76% for the year. Activity levels weakened in the fourth quarter with some clients reducing their activities sooner than in previous years due to greater adherence to budgeted spend in a more cost conscious environment. This has been a growing trend in the industry as management teams increasingly look to improve cost efficiencies and capital discipline in a more difficult environment. Figure 2:
Rig Utilisation
90% 80% 70% 64% 57% 60% 59% 84% 79% 74% 83% 76%
Figure 1:
20% 93 85 74 60 49 10% 0% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12
100 90 80 70 60 50 40 30 20 10 0 19 11 25
The Groups final revenue KPI, Average Revenue per Operating Rig, performed strongly for the year, improving from $158,000 per month for 2011 to $192,000 per month for 2012. The improved performance reflected an improved contract mix and the full year impact of previous rate rises.
Jan06
Jan07
Jan08
Jan09
Jan10
Jan11
Jan12
Jan13
Figure 3:
ARPOR
USD000
250 200 164 150 100 50 0 156 133 137 138 119 123 134 148 160 186 209 184
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12
Outlook
The past year has seen a changing of the guard among many of our clients and the mining industry in general. Investors have demanded a new agenda of capital discipline with a stronger focus on capital management and shareholder returns. This move away from a growth agenda to a cost and capital focus is leading to a reduction in demand for drilling services as demonstrated by softer utilisation rates being reported by the drilling companies. We are however continuing to see expansion opportunities within our customer base as well as a number of new opportunities for growth. As we commence 2013 we are cautiously optimistic of an improved performance. Despite the weaker demand environment we continue to work with a high quality client list and have maintained robust levels of utilisation which are trending above reported industry levels. The Groups substantial investment in capital equipment over the past two years, with one of the most modern drilling fleets in the industry, positions us well for the periods ahead. With available capacity and a fleet averaging four years in age, we expect a substantial reduction in our capital requirements over the year ahead, positioning the Group well for cash generation during this period. Furthermore the Group maintains a conservative gearing profile with significant balance sheet headroom and flexibility should new opportunities be converted. I once again would like to take this opportunity to thank all employees, business partners, shareholders, our Board of Directors and all stakeholders for their continued support.
Over the past two years Capital Drilling has made a substantial capital investment of over $50 million in new rigs, upgrading the standards of the assets within the existing fleet as well as investing in our systems and practices to improve business efficiency. We have strategically targeted the major mining houses as our key customers, in parallel with a key asset approach to these customers, namely targeting low cost of production and long life of mine assets. The strategy has been successfully implemented with major mining companies representing 73% of Group revenue in 2012. Further, it has allowed Capital Drilling to grow with our clients, continuing the expansion of services provided, with the Group now providing underground drilling services at two sites in Africa.
Corporate Update
2012 saw some significant management changes within the Group. We announced the departure of our former CEO in November 2012 and the Board has reached advanced discussions with prospective candidates. While this is clearly a critical role, we are fortunate to have a strong management team already in place, which includes the founding shareholders all of whom remain committed to delivering results for shareholders. A further update will be given in due course. A number of structural initiatives introduced in the past 12 months have proven to add to the discipline and robustness of the business and we are confident of the team delivering results in the years ahead. These initiatives have increased rigour around CAPEX allocations, maintenance planning, operational performance and cost discipline, all of which contribute to a more robust platform for future growth.
The 2012 financial year marked our second full year as a listed entity. The Group generated record revenue amidst some significant challenges both in the internal and external environments; however the full benefit of these revenues did not flow through to the Groups net profit. Softening activity levels in the third and fourth quarter, including political disruptions in Egypt, applied pressure to revenues. The lag in reducing costs to match the reduced activity levels impacted full year earnings, resulting in lower margins and a decrease in earnings per share. Despite this, the Group moves into 2013 with a strong balance sheet and conservative debt levels with a net gearing ratio (net debt/equity) of 21% and significant unutilised debt facilities providing flexibility. Net equity increased to $93.2 million. Despite the challenges faced over the year the Group achieved record revenues of $158.9 million which is a 22% growth YoY. The second half of the year however experienced challenging conditions with a softening of growth rates due to reduced ARPOR and utilisation. We have however started 2013 with a number of long-term contracts giving us reasonable visibility of revenues for the rest of the year. Rig utilisation softened in 2012, reducing from 82% in 2011 to 76% for the year. ARPOR however improved 22% YoY to an average of $192,000 per month for the year. In addition, the weighted average fleet expanded by 9%. The drop in rig utilisation was particularly marked in the fourth quarter with some clients bringing 2012 drilling programmes to an end earlier than initially anticipated due to tighter budgetary control, applied in the more challenging environment. The improvement in ARPOR is largely driven by a favourable contract mix and the full year impact of previous rate rises.
The abrupt conclusion of drilling programmes by some clients applied pressure to profitability as the Groups cost reductions could not respond at the same pace, which resulted in a decrease in the gross profit margin for the year to 33% (2011 35%). Combined with a higher depreciation charge due to the full year impact of the significant 2011 asset additions the group saw a decrease in EBIT of 9% YoY. Net profit decreased by 20% YoY due to higher interest costs attributable to a higher average net debt position compared to 2011 as well as a higher effective tax rate, which increased to 25% (2011 19%), due to a change in the geographical contribution of earnings which were primarily in higher tax jurisdictions. Basic earnings per share decreased by 20% to 10.5 cents per share on a weighted average number of shares of 134,592,800 from 13.1 cents per share on a weighted average number of shares of 134,592,800 shares in 2011.
2012
158.9 37.1 23.4% 20.9 18.9 14.1 10.5 10.5
2011
130.5 34.0 26.1% 22.8 21.7 17.6 13.1 13.0
2011 $m
61.6 56.6 118.2 30.1 9.0 39.1 79.1
In line with the increase in the year end drilling fleet to 93 rigs (increase YoY of 9%), the net property, plant and equipment of the business increased by 20% to $74.0 million. Gross debt increased by $10.4 million and was utilised to finance capital expenditure. The Group saw a slight improvement in cash generation in 2012. The higher revenue levels partially offset the slightly lower margins and the reduced working capital outflow, from a slower rate in growth of accounts receivable, and inventory relative to revenue, contributed to a significant $24.1 million being generated from operations. Net cash used in investing activities was $29.4 million, an 18% increase on 2011. The Groups drilling fleet expanded by 8 rigs (net of disposals), an increase of 9%. Cash from financing activities was $10.4 million, being debt drawn to finance the acquisition of fixed assets with respect to the increase in drilling fleet. The Groups cash position at year end was $9.1 million and total debt increased to $29.1 million. The net debt position of the business was $20 million (2011 $14.6 million) and, as a result, net gearing (net debt/equity) was 21% (2011 19%). A reconciliation of the movement in the net cash position is found below.
2011 $m
0.2 (14.2) (0.6) (14.6)
2011 $m
10.1 (24.9) 0.6 (14.2) 18.2 4.0
Taxation
A deferred tax asset and liability is recorded in the Statement of Financial Position. The Group has tax losses carried forward of $10.3 million (2011: $7.2 million) with a tax value of $2.9 million (2011: $2.0 million) available for offset against future profits. A deferred tax asset has been recognised to the value of $0.2 million (2011: $0.5 million) in respect of such losses. No deferred tax asset has been recognised in respect of the remaining tax losses amounting to $8.8 million (2011: $5.4 million) with a tax value of $2.7 million (2011: $1.5 million) as there is uncertainty whether there will be sufficient future taxable profits available to offset these losses. These losses may be carried forward indefinitely.
Currency fluctuations
The Group receives the majority of its revenues in US dollars. However, some of the Groups costs are in other currencies in the jurisdictions in which it operates. Foreign currency fluctuations and exchange rate risks between the value of the US dollar and the value of other currencies may increase the cost of the Groups operations and could adversely affect the financial results. As a result, the Group is exposed to currency fluctuations and exchange rate risks. To minimise the Groups risk, the Group tries to match the currency of operating costs with the currency of revenue.
Operating risks
Operations are subject to various risks associated with drilling including, in the case of employees, personal injury and loss of life and, in the Groups case, damage and destruction to property and equipment, release of hazardous substances to the environment and interruption or suspension of drill site operations due to unsafe drill operations. The occurrence of any of these events could adversely impact the Groups business, financial condition, results of operations and prospects, lead to legal proceedings and damage the Groups reputation. In particular, clients are placing an increasing focus on occupational health and safety, and deterioration in the Groups safety record may result in the loss of key clients.
Primary Risks
The Group operates in environments that pose various risks and uncertainties. The primary risks associated with the business are:
The Business Review contains certain forward-looking statements. These statements are made by the directors in good faith based on the information available to them up to the time of their approval of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.
Responsibility Statement
The Directors confirm to the best of their knowledge that the financial statements have been prepared in accordance with International Financial Reporting Standards and give a true and accurate reflection of the Operating result, cash position and Statement of Financial Position at 31 December 2012.
Cautionary Statement
This Business Review, which comprises the Chairman and Interim Chief Executive Officers Statement and Chief Financial Officers Report, has been prepared solely to provide additional information to shareholders to assess the Groups strategies and the potential for those strategies to succeed.
Directors Profiles
Executive Director
Brian Rudd is one of the founders of the Company and had been the Chief Executive Officer of the Group until 31 December 2011 when he relinquished the CEO appointment and remained as an Executive Director to focus on business development, client relations and corporate strategy. He was appointed as a director on 31 May 2005. As one of the founders of the Company, Brian has been instrumental in the successful establishment and development of the Company since 2005. During his time as CEO, the Group has grown into a substantial business with operations in 10 countries across three continents. Brian has over 28 years of experience in the mining industry in both Australia and Africa. Before establishing the Company, Brian was the operations manager and subsequently, the general manager of Stanley Mining Services (Tanzania) Ltd, a subsidiary of Layne Christensen Co., in East Africa.
Brian Rudd
Brian Rudd
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Directors Profiles
Alex Davidson is an Independent Non-Executive Director and was appointed on 28 May 2010. He has over 30 years experience in designing, implementing and managing gold and base metal exploration and acquisition programmes throughout the world. Alex was Executive Vice President, Exploration and Corporate Development at Barrick Gold with responsibility for its international exploration programmes and corporate development activities. Prior to joining Barrick Gold, Alex was Vice President, Exploration for Metall Mining Corporation. In April 2005, he was presented the 2005 A.O. Dufresne Award by the Canadian Institute of Mining, Metallurgy and Petroleum. In 2003, he was named the Prospector of the Year by the Prospectors and Developers Association of Canada. Alex is a director of a number of London and Toronto listed companies, including Yamana Gold and US Silver and Gold. He received his B.Sc. and his M.Sc. in Economic Geology from McGill University.
Non-Executive Director
Craig Burton is a Non-Executive Director of the Company and was appointed on 1 January 2009. He is an experienced and active investor in start-up projects and businesses, both publicly listed and private. Over the last 20 years, he has co-founded numerous development companies, with a focus on the resources, oil and gas, and mining services sectors. He cofounded two ASX 200 companies, Mirabela Nickel Ltd and Panoramic Resources Ltd. He has a Bachelor of Laws and Jurisprudence degree from the University of Western Australia and a Diploma in Financial Markets. He is currently a member of the Australian Institute of Company Directors.
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David Payne Chief Commercial Officer Bill Schuts General Manager, Group Operations
12
Financial Content
14 20 23 24 26 27 28 29 30 Corporate Governance Statement Directors Remunera on Report Directors Responsibili es Report of the Independent Auditors Statement of Comprehensive Income Statements of Financial Posi on Statements of Changes in Equity Statements of Cash Flows Notes to the Annual Financial Statements
Glossary
ARPOR EBIT EBITDA HSSE KPI LTI NPAT YOY Average Revenue Per Opera ng Rig Earnings Before Interest and Taxes Earnings Before Interest, Taxes, Deprecia on and Amor sa on Health, Safety, Social and Environment Key Performance Indicator Lost Time Injury Net Prot A er Tax Year On Year
Board of directors
The Board comprises: Execu ve Directors: Jamie Boyton Execu ve Chairman and interim Chief Execu ve Ocer (ac ng as interim Chief Execu ve un l a permanent Chief Execu ve has been found) Brian Rudd Execu ve Director David Payne Former Chief Financial Ocer, re red on 26 April 2012 Geo Fardell Former Chief Execu ve Ocer, re red on 19 November 2012 Non-Execu ve Directors: Tim Read Senior Independent Director Alex Davidson Independent Director Craig Burton Non-Independent Director The execu ve and non-execu ve directors are sa sed that the Company operates an eec ve board which is collec vely responsible for the success of the Company. Together, the execu ve and non-execu ve directors bring a broad range of business, commercial and other relevant experience to the Board, which is vital to the management of an expanding company. (Page 10 to 11 contains descrip ons of the background of each director). 14
CAPITAL DRILLING LIMITED ANNUAL REPORT 2012
Number of mee ngs held in period Jamie Boyton Brian Rudd David Payne^ Geo Fardell^ Tim Read Alex Davidson Craig Burton
* - include mee ngs held in February 2013 ^ - mee ngs a ended prior to re rement
On appointment, and throughout their tenure, directors receive appropriate training and regular presenta ons are made to the Board by senior management and external advisers. All directors are authorised to obtain, at the Companys expense and subject to the Execu ve Chairmans approval, independent legal or other professional advice where they consider it necessary. All directors have access to the Company Secretary, who oversees their ongoing training and development needs.
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(ii)
(iii) (iv)
In 2012, the Audit and Risk Commi ee: (i) reviewed the 2012 half-year report and the 2012 annual report and nancial statements, in advance of their considera on by the Board, and considered the appropriateness and consistency of applica on of accoun ng policies adopted in their prepara on and the basis of any major judgements and es mates. As part of this review, the Audit and Risk Commi ee received a report from the external auditors on their review of the 2012 interim nancial statements and their audit of the 2012 annual nancial statements; reviewed proposed changes to the Groups internal controls; received a report from the external auditors on, and considered the eec veness of, the Groups accoun ng and internal control systems and monitored the ac ons taken by management in response; considered and agreed the scope of the review to be undertaken by the external auditors on the 2012 half-year report and 2012 annual report; agreed the fees to be paid to the external auditors for the review of the 2012 interim nancial statements and for the audit of the 2012 annual nancial statements; received updates from the auditors on new accoun ng pronouncements, regula on and best prac ce; and reviewed its own eec veness.
(ii) (iii)
(iv)
(v)
(vi) (vii)
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Remunera on Commi ee
The Remunera on Commi ee comprises Craig Burton (chairman), Tim Read and Alex Davidson. In respect of smaller quoted companies, the Code recommends that a companys remunera on commi ee has at least two independent non-execu ve directors appointed. Tim Read and Alex Davidson are independent directors and therefore the Company complies with the Code for smaller quoted companies. The Remunera on Commi ee sets the remunera on packages for the directors, including basic salary, bonuses and other incen vised compensa on payments and awards. It ra es policy and framework proposals made by the execu ve directors in respect of the remunera on for senior execu ves within the Group. The Remunera on Commi ee also approves the grant of op ons under the 2010 Discre onary Share Op on Plans. The Remunera on Commi ee is assisted by the Company Secretary and takes advice as appropriate from external advisers. The Remunera on report is set out on pages 20 to 22.
Nomina on Commi ee
The Nomina on Commi ee comprises Craig Burton (chairman), Tim Read and Alex Davidson. The Code recommends that the majority of members of the nomina on commi ee should be independent non-execu ve directors. Tim Read and Alex Davidson are independent non-execu ve directors and therefore the Company complies with the Code for smaller quoted companies. The Code also recommends that the Chairman or an independent non-execu ve director chairs the nomina on commi ee. Craig Burton, who is not considered independent, is chairman and so the Company does not meet the requirements of the Code in this respect. However, in view of his experience and knowledge of the industry sector and the Company, the Board considers it appropriate for Craig Burton to be a member and chairman of the Nomina on Commi ee. The Nomina on Commi ee deals with appointments to the Board, monitors poten al conicts of interest and reviews annually the independence of the non-execu ve directors. The Nomina on Commi ee is also responsible for proposing candidates for appointment to the Board having regard to the balance and structure of the Board. The Nomina on Commi ee also con nues to look to iden fy further non-execu ve directors for appointment with the help of external search consultants to bring the composi on of the Board in compliance with the Code. An independent and interna onal execu ve search rm has been appointed to assist in the recruitment of a permanent chief execu ve ocer since Mr Geo Fardell had stepped down from his role as chief execu ve ocer and Mr Jamie Boyton is currently ac ng as interim chief execu ve ocer.
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Internal Controls
The Company has complied with the Codes provisions on internal control having established the procedures necessary to implement the guidance issued in October 2005 (formerly known as the Turnbull Guidance) and by repor ng in accordance with that guidance. Maintaining a sound system of internal control The Board conducts a periodic review of the eec veness of the Groups system of internal controls. The Boards assessment includes a review of the major nancial and non-nancial risks to the business and the corresponding internal controls. Where weaknesses or opportuni es for improvement are iden ed, clear ac on plans are put in place and implementa on is monitored by senior management and the execu ve directors. In instances where the Group is se ng up opera ons in a new country or a new region, appropriate personnel are deployed or recruited and training is conducted to facilitate the integra on with Group opera onal and nancial policies. In addi on, there are clear lines of responsibili es for key risk areas such as acquisi ons, capital expenditure, compliance, informa on technology and opera ons. These lines of responsibili es are con nuously monitored by the execu ve directors to ensure that the Groups strategic risk management principles are met. Reviewing the eec veness of internal control The Board has overall responsibility for the Companys system of internal control and reviewing its eec veness. The system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objec ves. In pursuing these objec ves, internal controls can only provide reasonable and not absolute assurance against material misstatement or loss. In addi on to the process of assessment of internal control and the monitoring of the eec veness of internal nancial control by the Audit and Risk Commi ee, the process used by the Board to review the eec veness of the system of internal control can be summarised as follows: (i) Control environment The Board is commi ed to maintaining a control-conscious culture across the Group whilst allowing the business streams sucient autonomy to manage and develop their businesses. This is communicated to employees by way of regular management mee ngs and dissemina on of updated Group policies. Monthly commercial mee ngs are also held between the corporate headquarters in Singapore and the respec ve country managers where weaknesses in internal controls are iden ed and clear ac on plans are drawn up. (ii) Financial repor ng There is a comprehensive system of nancial repor ng to the Board including comparison to an annual budget prepared in line with the Groups strategic plan and formally adopted by the Board, rolling forecasts and monthly repor ng of nancial and opera ng results. Key performance indicators are con nuously monitored by senior management and execu ve directors.
18
19
Remunera on policy
Compensa on packages for execu ve directors are based on their service agreements entered into with the Company. The package for each execu ve director currently comprises an annual salary. In addi on, each execu ve director was also issued with share op ons under the 2010 Discre onary Share Op on Plan. Other than as disclosed below, the execu ve directors did not receive any other remunera on. In reviewing and se ng compensa on packages for execu ve directors, the Remunera on Commi ee takes into account a wide range of factors, including the Groups nancial performance, market trends and prac ces, and individual contribu ons across a range of performance measures, such as health and safety standards, training standards and reducing any nega ve environmental and social impact of the business.
Annual salary
The Remunera on Commi ees policy is to set the annual salaries of each execu ve director at levels that reect their roles, experience and the prac ces in the employment market whilst ensuring that they are in line with the pay and employment condi ons of other employees within their business units. The remunera on of the execu ve directors was as follows: Salary 2012 US$000 Execu ve chairman Jamie Boyton Execu ve director Brian Rudd Geo Fardell(1) David Payne(2)
(1) (2)
412
402 341
includes separa on payment of US$257,300 for the period from January 2012 to April 2012
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Granted
Exercise price
Expiry date
1 January 2012 1 January 2013 1 January 2014 1 January 2012 1 January 2013 1 January 2014 16 January 2012
31 December 2014 31 December 2014 31 December 2014 31 December 2014 31 December 2014 31 December 2014 15 January 2016
David Payne*
Geo Fardell Nonexecu ve directors Alex Davidson Tim Read Craig Burton
3,000,000 (3,000,000)
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External appointments
The Company recognises that execu ve directors may be invited to become non-execu ve directors of other companies and that such appointments can broaden their knowledge and experience to the benet of the Company. They are en tled to retain any fees earned. Mr Jamie Boyton holds directorships of Sahar Minerals Ltd and Cannon Investment Management. Mr Brian Rudd holds directorship of Sahar Minerals Ltd. None of the other current execu ve directors held non-execu ve directorships for which they were remunerated.
Non-execu ve directors
Non-execu ve directors are appointed ini ally un l the rst AGM of the Company following appointment, when they are required to stand for re-elec on and, subject to their re-elec on, therea er for three years before standing again for re-elec on. The non-execu ve directors entered into le ers of appointment with the Company on 28 May 2010 for an ini al period of three years commencing, therea er renewable on the agreement of both the Company and the director. The le ers of appointment, revised subsequently on 16 March 2012, specify the following termina on no ce periods and fees: Noce Period Alex Davidson Tim Read Craig Burton 3 months 3 months 3 months Annual Fee / US$ 80,000 90,000 80,000
The annual fees of the non-execu ve directors were as follow: Fees 2012 US$000 Non-execu ve directors Alex Davidson Tim Read Craig Burton 80 90 80 65 83 65 80 90 80 65 83 65 Fees 2011 US$000 Total 2012 US$000 Total 2011 US$000
Other than as disclosed above, the non-execu ve directors did not receive any other remunera on, from the Company or any of the subsidiaries.
Approval
This report was approved by the Board of Directors on 18 March 2013 and signed on its behalf by:
Craig Burton
Remunera on Commi ee Chairman
22
Directors Responsibili es
The directors are responsible for preparing this Annual Report, directors remunera on report and the nancial statements in accordance with applicable law and regula ons. The directors are required to prepare group nancial statements for each nancial year giving a true and fair view of the Groups state of aairs at the end of the year and prot or loss for the year, in accordance with Interna onal Financial Repor ng Standards (IFRSs) as issued by the Interna onal Accoun ng Standards Board. The directors have also chosen to prepare the parent company nancial statements under IFRSs. The directors must not approve the accounts unless they are sa sed that they give a true and fair view of the state of aairs of the company and of the prot or loss of the Company for that period. In preparing these nancial statements Interna onal Accoun ng Standard 1 Presenta on of Financial Statements requires the directors to:
properly select and apply accoun ng policies; present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable informa on; provide addi onal disclosures when compliance with the specic requirements in IFRSs are insucient to enable users to understand the impact of par cular transac ons, other events and condi ons on the en tys nancial posi on and nancial performance; and make an assessment of the Groups ability to con nue as a going concern.
The directors are responsible for keeping adequate accoun ng records that are sucient to show and explain the Groups transac ons and disclose with reasonable accuracy at any me the nancial posi on of the Group. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the preven on and detec on of fraud and other irregulari es. The directors are responsible for the maintenance and integrity of the corporate and nancial informa on included on the Companys website.
2.
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Respec ve responsibili es of directors and auditor As explained more fully in the Directors Responsibili es Statement, the directors are responsible for the prepara on of the nancial statements and for being sa sed that they give a true and fair view. Our responsibility is to audit and express an opinion on the nancial statements in accordance with applicable laws and Interna onal Standards on Audi ng as issued by the Interna onal Audi ng and Assurance Standards Board. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the nancial statements are free from material misstatement.
Scope of the audit of the nancial statements An audit involves obtaining evidence about the amounts and disclosures in the nancial statements sucient to give reasonable assurance that the nancial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accoun ng policies are appropriate to the companys circumstances and have been consistently applied and adequately disclosed; the reasonableness of signicant accoun ng es mates made by the directors; and the overall presenta on of the nancial statements. In addi on, we read all nancial and non-nancial informa on in the annual report to iden fy material inconsistencies with the audited nancial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implica ons for our report.
give a true and fair view of the state of the Group and Companys aairs as at 31 December 2012 and of its prot for the year then ended; and have been properly prepared in accordance with Interna onal Financial Repor ng Standards as issued by the Interna onal Accoun ng Standards Board.
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the directors statement contained within the business review in rela on to going concern; and the part of the Corporate Governance Statement rela ng to the Companys compliance with the nine provisions of the UK Corporate Governance Code specied for our review; and
certain elements of the report to the shareholders by the Board on directors remunera on.
25
26
10 11 12
13 14
15 16
17 17 18
19 12
20 21 22 19 16
27
Share capital $ GROUP Balance at 31 December 2010 Recogni on of share-based payments Total comprehensive income for the year Balance at 31 December 2011 Recogni on of share-based payments Total comprehensive income for the year Balance at 31 December 2012
Share premium $
Retained earnings $
Total $
(32,473) 7,444 (25,029) (11,719) (36,748) Equityse led employee benets reserve $
Share capital $ COMPANY Balance at 31 December 2010 Recogni on of share-based payments Total comprehensive loss for the year Balance at 31 December 2011 Recogni on of share-based payments Total comprehensive loss for the year Balance at 31 December 2012 13,459 13,459 13,459
Share premium $
Accumulated loss $
Total $
28
23 24
16
29
2.
IFRS 1 First- me Adop on of Interna onal Financial Repor ng Standards IFRS 7 Financial Instruments: Disclosures IAS 12 Income Taxes
2.2
Standards and Interpreta ons in issue not yet adopted At the date of authorisa on of these nancial statements, other than the standards and interpreta ons adopted above, the following new and revised standards and interpreta ons were issued by the Interna onal Accoun ng Standards Board but were not yet eec ve:
IFRS 1 (Revised 2008) First- me Adop on of Interna onal Financial Repor ng Standards 1 IFRS 7 (as amended by IFRS 9) Financial Instruments: Disclosures 1,3 IFRS 9 Financial Instruments 3 IFRS 10 Consolidated Financial Statements 1,2 IFRS 11 Joint Arrangements 1 IFRS 12 Disclosure of Interests in Other En IFRS 13 Fair Value Measurement 1 IAS 1 (Revised 2007) Presenta on of Financial Statements 1 IAS 16 (Revised 2012) Property, Plant and Equipment 1 IAS 19 (Revised 2011) Employee Benets 1 IAS 27 (Revised 2011) Separate Financial Statements 1,2 IAS 28 Investments in Associates and Joint Ventures 1 IAS 32 (Revised 2012) Financial Instruments: Presenta on 2,3 IAS 34 (Revised 2012) Interim Financial Repor ng 3
1 2 3 Eec ve for annual periods beginning on or a er 1 January 2013 Eec ve for annual periods beginning on or a er 1 January 2014 Eec ve for annual periods beginning on or a er 1 January 2015
es 1,2
The directors an cipate that all the above interpreta ons will be adopted in the Group's nancial statements in the future nancial periods as it becomes eec ve. The adop on of these standards and interpreta ons will have no material impact on the nancial statements of the Group in the period of ini al applica on.
30
31
The es mated useful lives, residual values and deprecia on method are reviewed at each repor ng date, with the eect of any changes in es mate accounted for on a prospec ve basis. An item of property, plant and equipment is derecognised upon disposal or when no future economic benets are expected to arise from the con nued use of the asset. The gain or loss arising on disposal or re rement of an item of property, plant and equipment is determined as the dierence between the sales proceeds and the carrying amount of the asset and is recognised in prot or loss. Impairment of tangible assets At each repor ng date, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indica on that those assets may be impaired. If any such indica on exists, the recoverable amount of the asset is es mated in order to determine the extent of the impairment loss (if any). When it is not possible to es mate the recoverable amount for an individual asset, the recoverable amount is determined for the cash-genera ng unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the es mated future cash ows are discounted to their present value using a pre-tax discount rate that reects current market assessments of the me value of money and the risks specic to the asset for which the es mates of future cash ows have not been adjusted. If the recoverable amount of an asset (or cash-genera ng unit) is es mated to be less than its carrying amount, the carrying amount of the asset (cash-genera ng unit) is reduced to its recoverable amount. Impairment losses are recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revalua on decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-genera ng unit) is increased to the revised es mate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-genera ng unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revalua on increase. Provisions Provisions are recognised when the Group has a present obliga on (legal or construc ve) as a result of a past event and it is probable that this will result in an ou low of economic benets that can be reliably es mated. Provisions are measured at the directors best es mate of the expenditure required to se le the obliga on at the repor ng date, and are discounted to present value where the eect is material. Cash and cash equivalents For the purpose of the statement of nancial posi on, cash and cash equivalents comprise cash on hand and deposits held on call with banks with maturi es of three months or less. Bank overdra s are separately disclosed as current liabili es. For the purpose of the cash ow statement, cash and cash equivalents comprise cash on hand and deposits held on call with banks net of bank overdra s.
32
revenue from drilling contracts is recognised at the contractual drilling rates as the drilling services are delivered and direct expenses are incurred. revenue from procurement services represent the net revenue earned and is recognised when the services are rendered. revenue from equipment rental is recognised on a straight-line basis over the lease term. revenue from informa on technology services is recognised when the services are rendered.
Dividend and interest income Dividend income from investments is recognised when the shareholder's right to receive payment has been established (provided that it is probable that the economic benets will ow to the Group and the amount of income can be measured reliably). Interest income from a nancial asset is recognised when it is probable that the economic benets will ow to the Group and the amount of income can be measured reliably. Interest income is accrued on a me basis, by reference to the principal outstanding and at the eec ve interest rate applicable, which is the rate that exactly discounts es mated future cash receipts through the expected life of the nancial asset to that asset's net carrying amount on ini al recogni on. Foreign currency The individual nancial statements of each Group Company are presented in the currency of the primary economic environment in which it operates (its func onal currency). For the purpose of the consolidated nancial statements, the results and nancial posi on of each Group Company are expressed in United States Dollars, which is the func onal currency of the Company, and the presenta on currency for the consolidated nancial statements. In preparing the nancial statements of the individual group companies, transac ons in currencies other than the en tys func onal currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transac ons. At each repor ng date, monetary items that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange dierences are recognised in prot or loss in the period in which they arise except for:
exchange dierences on foreign currency borrowings rela ng to assets under construc on for future produc ve use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings; exchange dierences on transac ons entered into to hedge certain foreign currency risks; and exchange dierences on monetary items receivable from or payable to a foreign opera on for which se lement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign opera on), which are recognised ini ally in other comprehensive income and reclassied from equity to prot or loss on repayment of the monetary items.
For the purpose of presen ng consolidated nancial statements, the assets and liabili es of the Groups foreign opera ons are translated into United States Dollars at exchange rates prevailing on the repor ng date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates uctuate signicantly during that period, in which case the exchange rates at the date of transac ons are used. Exchange dierences arising, if any, are recognised in other comprehensive income and accumulated in equity (a ributed to non-controlling interests as appropriate).
33
34
35
36
37
4.
Revenue
Group 2012 $ Revenue from the rendering of services comprises: Drilling revenue Informa on technology revenue Procurement revenue Equipment rental Total revenue 2011 $ 2012 $ Company 2011 $
10,848,799 10,848,799
7,405,662 7,405,662
5.
7,355,361 5,948,567 1,818,585 1,032,931 16,155,444 1,929,026 384,813 729,994 955,792 49,777,471 51,946 124,441
5,664,921 3,801,285 1,041,117 667,776 11,175,099 1,243,114 360,397 353,635 905,836 35,324,574 126,300 251,710
2,318,789 942,760 640,963 187,653 4,090,165 22,829 1,466 288,204 417,947 7,763,412 51,946
2,424,196 498,684 431,253 105,823 3,459,956 21,515 (24,496) 220,806 318,015 4,968,598 126,300 (4,005,626)
38
7.
Taxa on
Group 2012 $ Current taxa on: - Normal tax - current year - Normal tax - prior year (under) over provision - Withholding tax Deferred taxa on Total taxa on 1,571,157 (96,073) 2,797,703 541,926 4,814,713 1,090,892 310,586 2,150,936 602,174 4,154,588 2011 $ 2012 $
Company 2011 $
885,594 885,594
Capital Drilling Limited is incorporated in Bermuda. No taxa on is payable on the results of the Bermuda business. Taxa on for other jurisdic ons is calculated in terms of the legisla on and rates prevailing in the respec ve jurisdic ons. The taxa on charge for the year can be reconciled to the theore cal amount that would arise using the basic tax rate on the prot per the statement of comprehensive income as follows: Group 2012 $ Prot (loss) before tax Tax at domes c rates applicable to prot and losses in the jurisdic ons in which the Group operates Foreign withholding taxes paid Tax eect of permanent dierences in determining taxable prot Prior year (under) over provision Change in unrecognised deferred tax assets 18,925,584 2011 $ 21,743,200 2012 $ (13,774,330) Company 2011 $ (2,662,947)
The Groups consolidated income tax expense is aected by the varying tax laws and income tax rates in eect in the various countries in which it operates, which are mainly in Africa and La n America. The increase in the average statutory rate in the reconcilia on above reects changes in prot mix between jurisdic ons from year to year.
39
134,592,800 10.5
9.
Dividends
No dividends were declared during the year under review (2011: $nil).
40
Drilling rigs $ Group - 2012 Cost Balance at 1 January 2012 Addi ons Disposals Transla on of foreign opera ons Balance at 31 December 2012 Accumulated deprecia on Balance at 1 January 2012 Deprecia on for the year Disposals Transla on of foreign opera ons Balance at 31 December 2012 Carrying amount at 31 December 2012 Carrying amount at 31 December 2011 (12,756,777) (7,355,361) 1,919,631 (18,192,507) 50,673,487 42,177,721 54,934,498 16,783,686 (2,852,190) 68,865,994
Total $
Drilling rigs, vehicles and trucks, with a total net book value of $2,049,010 (2011: $4,227,007) are encumbered as disclosed in note 19 to the annual nancial statements. At the end of each repor ng period, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indica on that those assets may be impaired. Due to the poor performance of the Groups share price in 2012, the net asset value of the Group exceeded its market capitalisa on as at 31 December 2012. The Group iden ed this circumstance as an indicator of impairment for the current period. As a result property, plant and equipment was tested for impairment at the repor ng date. As at this date management concluded that the carrying amount of property, plant and equipment did not exceed the value in use and therefore, no impairment loss was recognised on that basis. No impairment test was performed as at 31 December 2011, as at this date there were no indicators of impairment. For purposes of determining the recoverable value of tangible assets, management es mates discount rates using pre-tax rates that reect current market rates for investments of similar risk. The rate was es mated from the weighted average cost of capital of companies, which operate a por olio of assets similar to those of the Groups assets. In valida ng the value in use, key assump ons used in the discounted cash-ow model (such as discount rates, average revenue rates, drilling volumes and terminal growth rate) management performed a sensi vity analysis to test the resilience of the assump ons used in determining the value in use for the impairment test. Management believe that reasonable movements in key assump ons would not result in an impairment loss to be recognised.
41
Drilling rigs $ Group - 2011 Cost Balance at 1 January 2011 Addi ons Disposals Transla on of foreign opera ons Balance at 31 December 2011 Accumulated deprecia on Balance at 1 January 2011 Deprecia on for the year Disposals Transla on of foreign opera ons Balance at 31 December 2011 Carrying amount at 31 December 2011 Carrying amount at 31 December 2010
Total $
Drilling rigs, vehicles and trucks, with a total net book value of $4,227,007 (2010: $5,299,583) are encumbered as disclosed in note 19 to the annual nancial statements. Associated drilling equipment $ Camp and associated equipment $
Drilling rigs $ Company - 2012 Cost Balance at 1 January 2012 Addi ons Net transfers to subsidiaries Disposals Balance at 31 December 2012 Accumulated deprecia on Balance at 1 January 2012 Deprecia on for the year Net transfers to subsidiaries Disposals Balance at 31 December 2012 Carrying amount at 31 December 2012 Carrying amount at 31 December 2011
Total $
42
Drilling rigs $ Company - 2011 Cost Balance at 1 January 2011 Addi ons Net transfers from subsidiaries Disposals Balance at 31 December 2011 Accumulated deprecia on Balance at 1 January 2011 Deprecia on for the year Net transfers to (from) subsidiaries Disposals Balance at 31 December 2011 Carrying amount at 31 December 2011 Carrying amount at 31 December 2010 (3,544,054) (2,424,196) 371,465 (5,596,785) 21,251,762 17,907,024 21,451,078 6,692,994 (1,295,525) 26,848,547
Total $
43
Unlisted subsidiaries
Country of incorpora on
Botswana Egypt
100 200,000
100 100
100
591,826
591,826
The Capital Drilling Netherlands Copera ef U.A. Netherlands Capital Drilling Perforaciones Chile Limitada Capital Drilling Service Plc Capital Drilling (Singapore) Pte. Ltd. Capital Drilling South Africa (Proprietary) Limited Capital Drilling Sondagens do Brasil Ltda. Capital Drilling (T) Limited Capital Drilling Zambia Limited Cap-Sat Technologies Limited Supply Force Interna onal Ltd Well Force Interna onal Ltd Supply Force Interna onal Pte Ltd Supply Force Interna onal (Aust) Pty Ltd Capital Drilling D.O.O. Chile Ethiopia Singapore South Africa Brazil Tanzania Zambia Bermuda Bermuda Bermuda Singapore Australia Serbia
During 2010, a decision was taken by the board of directors to liquidate and deregister the opera ons of Capital Drilling D.O.O. The drilling contracts of this subsidiary have come to an end and the Company became dormant. The assets used by the Company have been transferred to other opera ons of the Group. The liquida on and deregistra on process of this company was completed in December 2012.
44
79,867 1,599,129
56,231 1,033,567
At the repor ng date, the Group has tax losses carried forward of $10.3 million (2011: $7.2 million) with a tax value of $2.9 million (2011: $2.0 million) available for oset against future prots. A deferred tax asset has been recognised to the value of $0.2 million (2011: $0.5 million) in respect of such losses. No deferred tax asset has been recognised in respect of the remaining tax losses amoun ng to $8.8 million (2011: $5.4 million) with a tax value of $2.7 million (2011: $1.5 million) as there is uncertainty whether there will be sucient future taxable prots available to oset these losses. These losses may be carried forward indenitely. At the repor ng date, the aggregate amount of temporary dierences associated with unremi ed earnings of overseas subsidiaries for which deferred tax liabili es have not been recognised, amounted to $108.3 million (2011: $77.1 million). No liability has been recognised in respect of these dierences because the Group is in a posi on to control the ming of declara on of dividends from the subsidiaries and it is expected that such dierences will not reverse in the foreseeable future.
13.
Inventory
Group 2012 $ Drilling consumables Goods-in-transit 21,633,853 971,266 22,605,119 2011 $ 18,108,314 2,309,107 20,417,421 2012 $ 384,874 9,319 394,193 Company 2011 $ 1,399,961 104,163 1,504,124
Inventory cost recognised as an expense during the year was $23.8 million (2011: $22.8 million).
45
15.
These receivables are interest free, unsecured and have no xed terms of repayment. These amounts are denominated in United States Dollars.
46
The directors consider that the carrying amounts of cash and cash equivalents approximate their fair values.
17.
Share capital
Group 2012 $ Authorised: 2 000 000 000 (2010: 2 000 000 000) ordinary shares of 0.01 cents (2010: 0.01 cents) each Issued and fully paid: 134 592 800 (2010: 134 592 800) ordinary shares of 0.01 cents (2010: 0.01 cents) each Share premium: Balance at the beginning and end of the year 21,561,190 21,561,190 21,561,190 21,561,190 13,459 13,459 13,459 13,459 200,000 200,000 200,000 200,000 2011 $ 2012 $ Company 2011 $
47
Number
Ves ng date
Expiry date
Group and company 2011 Series Inputs into the model Grant date share price Grant date exchange rate (1 GBP = USD) Exercise price Expected vola lity Op on life Dividend yield Risk-free interest rate 0.905 - 0.910 1.473 - 1.475 0.80 5.0% 1041 days 0.0% 0.5% 0.770 - 0.815 1.555 - 1.599 0.80 5.0% 1503 days 0.0% 0.5% 2010 Series
48
19.
Long-term liabili es
Group 2012 $ Stanbic Bank Zambia Limited Balance at the beginning of the year Amount received during the year Capital repayments during the year 2,543,193 (2,543,193) 2011 $ 1,818,795 1,750,000 (1,025,602) 2,543,193 (1,062,736) 1,480,457
Less: Current por on included under current liabili es Due a er more than one year
The ini al loan drawdown of $2.2 million in 2009 was repayable over 4 years and carried an interest rate of LIBOR plus 8%. The loan was denominated in United States Dollars. Proceeds of a drilling contract with Equinox Zambia Limited were assigned to Stanbic Bank Zambia Limited as security for the loan. The loan was also secured by drilling rigs and vehicles with a total net book value of $1,864,288 as at 31 December 2011. Also refer to note 10. In September 2011, a term loan facility of $1.75 million was entered into. The term loan facility was repayable over 3 years and carried an interest rate of three months LIBOR plus 5.5%. The loan was denominated in United States Dollars. Proceeds of a drilling contract with Lumwana Copper Mines Limited were assigned to Stanbic Bank Zambia Limited as security for this loan. The loan was also secured by the remaining drilling rigs and vehicles of Capital Drilling (Zambia) Limited.
49
The Atlas Copco loan is denominated in United States Dollars and incurs interest at a xed interest rate of 8.9% per annum. The loan is repayable in quarterly instalments of $164,341 in arrears over a period of four years. The loan is secured against drilling rigs with a net book value of $2,049,010 (2011: $2,362,719). Also refer note 10. Standard Bank (Mauri us) Limited Balance at the beginning of the year Amount received during the year Capital repayments during the year 14,666,667 29,200,000 (15,637,511) 28,229,156 Less: Current por on included under current liabili es Due a er more than one year (229,156) 28,000,000 13,666,667 5,000,000 (4,000,000) 14,666,667 (9,000,000) 5,666,667
In 2010, the Group (through Capital Drilling (Mauri us) Limited) entered into a debt facility with Standard Bank (Mauri us) Limited. The facility comprises (i) a $15 million medium term loan (MTL) facility and (ii) a $1 million se lement limit facility. The MTL facility was fully drawn down during 2010 and was repayable over four years from the earliest of the rst anniversary of the rst draw down or full u lisa on. The MTL facility has an annual interest rate of 5.5% above the prevailing three month US$ LIBOR (payable in arrears). Standard Bank (Mauri us) Limited has charged a structuring fee of 1% of the MTL facility and an annual commitment fee of 1.25% of the undrawn balances of the MTL facility. In November 2011, the Group obtained addi onal borrowings of $5 million under the MTL Facility ("Reinstated Facility"), which increased the MTL Facility to $15 million. This was a short term loan facility with a six months op on to renance without penalty. The Reinstated Facility was fully drawn down during the year 2011 and was repayable at maturity and had an annual interest rate of 3.75% above the prevailing three month US$ LIBOR. In January 2012, the Group (through the Company and Capital Drilling (Mauri us) Limited) entered into a new debt facility with Standard Bank (Mauri us) Limited. The facility comprises (i) a $17 million Term Loan Facility ("TLF"), (ii) a $30 million Revolving Facility ("RF") and (iii) a $15 million Treasury Facility ("TF"). The TLF was fully drawn down during 2012 and is repayable in full, 36 months a er the u lisa on date of 31 January 2012. The TLF facility has an annual interest rate of 3.75% above the prevailing three month US$ LIBOR (payable in arrears). As at 31 December 2012, $11 million of the RF was drawn down. The RF has an annual interest rate of 4.15% above the prevailing three month US$ LIBOR (payable in arrears). Standard Bank (Mauri us) Limited has charged an annual commitment fee of 0.75% of the undrawn balances of the RF. As at 31 December 2012, $19 million of the RF and the full amount of the TF remains available for u lisa on.
50
Upward corporate guarantees from Capital Drilling Egypt (Limited Liability Company), Capital Drilling (Tanzania) Limited, Capital Drilling Perforaciones Chile Limitada and Capital Drilling Zambia Limited. A nega ve pledge over the assets of Capital Drilling Ltd and Capital Drilling Egypt (Limited Liability Company).
The Group's principal credit facili es with Standard Bank (Mauri us) Limited include the following nancial covenants:
Interest Cover, the ra o of EBITDA to Interest in respect of the relevant period, shall not be less than 8.0; Debt Service Ra o, nancial indebtedness to EBITDA, shall not be greater than 2.0; Debt Equity Ra o, nancial indebtedness to the sum of ordinary share capital, all consolidated reserves and retained earnings less intangibles, shall not exceed 0.5; Total Tangible Net Worth, the sum of ordinary share capital, all consolidated reserves and retained earnings less intangibles, shall not be less than $60 million.
EBITDA for the purpose of ascertaining the loan covenant compliance means prot for the year before taking account of the following items:
Net interest payable Tax charged per the statement of comprehensive income Deprecia on per the statement of comprehensive income Other non-cash items.
In addi on, there are dividend and transac on restric ons and a requirement for an all risks insurance policy on the assets. The ini al drawdown on 31 January 2012 was used primarily to repay the various facili es with Standard Bank (Mauri us) Limited and the loan of Stanbic Bank Zambia Limited that was outstanding as at 31 December 2011. Group 2012 $ Total long-term liabili es Less:Current por on included under current liabili es Total due a er more than one year 29,050,860 (886,519) 28,164,341 2011 $ 18,688,927 (10,720,099) 7,968,828 2012 $ Company 2011 $
As at 31 December 2012 the contractual scheduled maturi es of long-term liabili es, including short-term por ons were as follows: $ 2013 2014 2015 Total scheduled contractual obliga on 2,299,423 1,529,711 28,113,476 31,942,610
51
Total trade payables comprise liabili es for the purchase of goods and services. Trade payables have terms ranging from payment on delivery up to 60 days. The Group has nancial risk management policies in place to ensure that all payables are paid within the appropriate credit me frame. The directors consider that the carrying amount of trade and other payables approximate their fair values.
21.
Taxa on
Group 2012 $ Withholding tax Income tax 390,421 334,344 724,765 2011 $ 335,574 843,148 1,178,722 2012 $ Company 2011 $
22.
These payables are interest free, unsecured and have no xed terms of repayment. These amounts are denominated in United States Dollars.
52
24.
Taxa on paid
Group 2012 $ Amount unpaid (receivable) at beginning of the year Amounts charged to the statement of comprehensive income (excluding deferred taxa on) Net amount receivable (unpaid) at the end of the year 285,885 5,369,886 (811,214) 3,043,313 873,239 12,355 594,357 811,214 2011 $ 302,113 2012 $ (12,355) Company 2011 $ 134,478
4,272,787
3,552,414
885,594
447,524
53
26.
Lease commitments
Leasing arrangements The Group has entered into several opera ng leases for premises, with a maximum period of up to ve years. The Group does not have an op on to purchase the leased asset at the expiry of the lease period. Group 2012 $ Non-cancellable opera ng lease commitments: Not longer than 1 year Between 1 and 5 years 1,283,703 338,444 1,622,147 991,991 247,930 1,239,921 9,564 33,552 43,116 2011 $ 2012 $ Company 2011 $
27.
Segmental analysis
Opera ng segments are iden ed on the basis of internal management reports about components of the Group that are regularly reviewed by the chief execu ve in order to allocate resources to the segments and to assess their performance. Informa on reported to the Groups chief execu ve ocer for the purposes of resource alloca on and assessment of segment performance is focused on the region of opera on. For the purposes of the segmental report, the informa on on the opera ng segments have been aggregated into the principal regions of opera ons of the Group. The Groups reportable segments under IFRS 8 are therefore: - Africa: - Rest of world: Derives revenue from the provision of drilling services. Derives revenue from the provision of drilling services and related logis c, equipment rental and IT support services.
Informa on regarding the Groups opera ng segments is reported below. At 31 December 2012, management reviewed the composi on of the Group's opera ng segments and the alloca ons of opera ons to the reportable segments.
54
The accoun ng policies of the reportable segments are the same as the Groups accoun ng policies described in note 3. Segment prot represents the prot earned by each segment without alloca on of central administra on costs including, deprecia on, other income, nance charges, and income tax. This is the measure reported to the Groups chief execu ve ocer for the purpose of resource alloca on and assessment of segment performance. Segment assets: Group 2012 $ Africa Rest of world Total segment assets Head oce companies Elimina ons 193,327,371 72,956,446 266,283,817 27,260,154 293,543,971 (152,679,945) 140,864,026 2011 $ 188,854,646 52,365,197 241,219,843 20,279,000 261,498,843 (143,335,498) 118,163,345
55
For the purposes of monitoring segment performance and alloca ng resources between segments the Groups chief execu ve monitors the tangible, intangible and nancial assets a ributable to each segment. All assets are allocated to reportable segments with the excep on of property, plant and equipment used by the head oce companies, certain amounts included in other receivables, and cash and cash equivalents held by the head oce companies. Other segment informa on: Deprecia on Africa Rest of world Total segment assets Head oce companies 14,069,835 1,955,725 16,025,560 129,884 16,155,444 Addi ons to property, plant and equipment Deprecia on Africa Rest of world Total segment assets Head oce companies 24,794,465 5,020,007 29,814,472 178,020 29,992,492 Informa on about major customers Included in revenues arising from the Africa segment are revenues of approximately $77.1 million (2011: $69.1 million) which arose from sales to the customers that represent more than 10% of the Group's revenue. 21,561,933 4,912,735 26,474,668 231,486 26,706,154 9,478,171 1,629,914 11,108,085 67,014 11,175,099
56
Group 2012 $ Categories of nancial instruments Financial assets Cash and cash equivalents Trade receivables Other receivables Aliate accounts receivable 9,063,606 22,798,850 384,164 32,246,620 Financial liabili es Trade and other payables Long-term liabili es Aliate accounts payable Bank overdra 16,246,045 29,050,860 45,296,905 Foreign currency risk management 14,498,360 18,688,927 3,671,640 36,858,927 7,716,453 16,272,418 287,232 24,276,103 2011 $ 2012 $
Company 2011 $
959,376 959,376
1,121,446 1,121,446
The Group undertakes transac ons in foreign currencies which give rise to exchange rate uctua on. To manage the Group's risk to foreign currency uctua ons and foreign exchange rate risk, the Group tries to match the currency of opera ng costs with the currency of revenue as well as the currency of nancial assets with currency of nancial liabili es. Financial assets and liabili es denominated in foreign currencies are reviewed regularly by management to ensure that the Group is not unduly exposed to foreign currencies.
57
58
Company 2011 $ 103,442 (3,242) 55,776 141,385 (213,093) 130,510 11,835 2012 $ (20,209) 20,710 9,224 2011 $ 17,697 (3,584)
A 10% strengthening of the United States Dollar against the basket of currencies in which the Group trade would result in an increase in the Groups net equity of $84,074 (2011: $183,313) and an increase in the companys net equity of $9,725 (2011: $14,113). Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obliga ons resul ng in nancial loss to the Group. Credit risk relates to poten al exposure on trade and other receivables and bank balances. Before accep ng any new customer, the Group assesses the poten al customers credit quality and denes credit limits by customer. Limits a ributed to customers are reviewed annually. Amounts owing from the Groups customers are con nuously monitored. The Group currently provides drilling services to a limited number of major and junior explora on and mining companies opera ng in the countries the Group operates in. The credit risk on bank balances is limited because the counterpar es are banks with high credit-ra ngs assigned by interna onal credit-ra ng agencies. At year-end, the Group did not consider there to be any signicant concentra on of credit risk. Also refer notes 14 and 16. Liquidity risk management Ul mate responsibility for liquidity risk management rests with the board of directors. The Group manages liquidity risk by maintaining adequate reserves, banking facili es and reserve borrowing facili es, by con nuously monitoring forecast and actual cash ows, and by matching the maturity proles of nancial assets and liabili es.
59
2012
1 month $
1 - 3 months $
3 months 1 year $
1 - 5 years $
Financial assets Non-interest bearing loans and receivables Financial liabili es Non-interest bearing Variable interest rate instruments Fixed interest rate instruments Total 2011 Financial assets Non-interest bearing loans and receivables Financial liabili es Non-interest bearing Variable interest rate instruments Fixed interest rate instruments Total Interest rate risk The Group is exposed to interest rate risk as en es in the Group borrow funds at both xed and variable interest rates. The risk is managed by the Group by maintaining an appropriate mix between xed and oa ng rate borrowings. The Groups exposures to interest rates on nancial liabili es are detailed below. Interest rate sensi vity analysis: The sensi vity analyses below have been determined based on the exposure to interest rates at the balance sheet date. For oa ng rate liabili es, the analysis is prepared assuming the amount of liability outstanding at the balance sheet date was outstanding for the whole year. A 50 basis point increase or decrease is used when repor ng interest rate risk internally to key management personnel and represents managements assessment of the reasonably possible change in interest rates. If interest rates had been 50 basis points higher and all other variables were held constant, the Groups prot before taxa on for the year ended 31 December 2012 would decrease by $141,146 (2011: $86,049). If interest rates had been 50 basis points higher and all other variables were held constant, the Groups net equity would decrease by $105,295 (2011: $69,614). This is mainly a ributable to the Groups exposure to interest rates on its variable rate borrowings. The increase in the Groups sensi vity to interest rates, is directly a ributable to the new variable interest rate long term debt facili es, oset by the se lements that occurred during the year, as disclosed in note 19. 60
CAPITAL DRILLING LIMITED ANNUAL REPORT 2012
0.00%
16,598,423
8,513,568
858,616
0.00%
19,705,652
350,617
149,728
As at 31 December 2012 and 31 December 2011 there were loans payable to and receivable from the Companys subsidiaries. Details of these loans are disclosed in note 15 and note 22. Included in unearned revenue in accounts payable as at 31 December 2011, is an amount of $282,951 rela ng to drilling services to be provided to Sahar Minerals Limited, a Company which has similar shareholders to the Group. During the year, revenue of $20,357 (2011: $190,691) was generated from transac ons with Sahar Minerals Limited. The remaining unearned revenue balance was se led in cash during the year.
30.
Capital commitments
The Group has the following commitments: Group 2012 $ Commi ed capital expenditure 1,086,560 2011 $ 3,721,000
The Group had outstanding purchase orders amoun ng to $3.7 million (2011: $4.8 million) at the repor ng date.
61
2011 $
2010 $
32.
Subsequent event
In the opinion of the Directors, there has not arisen in the interval between the end of the nancial year and the date of the report any ma er or circumstance that has signicantly aected or may signicantly aect, the Groups opera ons, results or state of aairs in future nancial years, or would result in an adjustment to or disclosure in the nancial statements.
33.
62
Corporate Directory
Registrars
Computshare Investor Services (Jersey) Limited 31 Pier Road, St Helier Jersey JE4 8PW
Registered Office
Cannons Court 22 Victoria Street Hamilton HM12 Bermuda
Auditor
Deloitte & Touche Deloitte Place Building 2, The Woodlands 20 Woodlands Drive, Woodmead, 2052 South Africa
Corporate Office
23 Amoy Street Singapore 069858 Tel: +65-6227 9050 Fax: +65-6227 9089
Bankers
Bank of America 6 Front Street Hamilton HM11. Bermuda Standard Bank (Mauritius) Limited Level 9, Tower A, 1 CyberCity Ebne, Mauritius
Company Secretary
Sherman Tan
Website
Investor Relations
Buchanan 107 Cheapside London EC2V 6DN
www.capdrill.com
Brokers
Liberum Capital Limited Ropemaker Place, Level 12, 25 Ropemaker Street London EC2Y 9LY Canaccord Genuity Limited Cardinal Place, 7th Floor 80 Victoria Street London SW1E 5JL
13
Bermuda