Star Phoenix Group Ltd
("Star Phoenix" or "the Company")
HALF-YEAR REPORT FOR THE 6 MONTHS ENDED 31 DECEMBER 2021
Star Phoenix, an AIM listed company (AIM: STA) focused on growth through attractive opportunities, today releases its unaudited half-year report for the 6 months ending 31 December 2021.
Contact Details |
|
Star Phoenix Group Ltd Lubing Liu (Company Secretary) e. admin@starphoenixgroup.com t. +44 (0)20 3865 8430 | WH Ireland Limited (Nominated Adviser and Broker) James Joyce / Ben Good t. +44 (0)20 7220 1666 |
This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
About this Report
This unaudited half-year report is a summary of Star Phoenix Group Ltd ("Star Phoenix") operations, activities and financial position for the half-year ended 31 December 2021. It complies with Australian reporting requirements. Star Phoenix (ABN 88 002 522 009) is a company limited by shares and is incorporated and domiciled in Australia.
Unless otherwise stated in this report, all references to Star Phoenix, the Group, the Company, we, us and our, refer to its controlled entities as a whole. References to the half-year or period are to the half-year ended 31 December 2021. All dollar figures are expressed in United States currency unless otherwise stated.
Directors' Report
The Directors of Star Phoenix and the entities it controls (together, the "Group") present the financial report for the half-year ended 31 December 2021.
Directors
The persons who were Directors at any time during or since the end of the half-year are:
Name | Position |
Mr Zhiwei (Kerry) Gu | Executive Chairman |
Mr Lubing Liu | Executive Director and Chief Operating Officer |
Dr Mu (Robin) Luo | Non-Executive Director |
The Directors were in office for the entire period unless otherwise stated.
Principal activities
During the half-year, the Company's main focus was on securing new attractive acquisition and investment opportunities to provide future growth and value for the Company and its shareholders. In addition, the Company's efforts were aimed at divesting rigs and equipment under Range Resources Drilling Services Limited and resolving matters in relation to its legacy assets and transactions.
Dividends
No dividends have been declared, provided for or paid in respect of the half-year ended 31 December 2021 (half-year ended 31 December 2020: Nil).
Financial position
The loss for the financial half-year ended 31 December 2021 amounted to US$124,732 (loss for half-year ended 31 December 2020: US$2,221,335).
At 31 December 2021, the Group had net liabilities of US$5,143,286 (30 June 2021: net liabilities of US$4,685,676) and cash of US$1,517,581 (30 June 2021: US$1,911,072).
Operational and Corporate Review
New acquisition opportunities
The Company's key focus remains on securing new attractive acquisition opportunities to provide future growth and value for the Company and its shareholders. During the previous 12 months, the Company had reviewed significant number of new projects and investment opportunities in the energy sector including renewable energy, in addition to oil & gas. Currently, a potential hydrogen opportunity is under a non-binding agreement and some other technical and commercial discussions are ongoing with several parties in relation to new projects in the energy sector. The Directors are confident that these discussions will eventuate in securing a new project for the Company on attractive terms as long as new funds are available.
Oilfield services business
During the half-year, the Company took necessary steps to further cut the ongoing costs of its oilfield services business in Trinidad ("Range Resources Drilling Services Limited" or "RRDSL") in light of the COVID-19 pandemic.
To provide additional cashflow and to strengthen the financial position, the Company achieved a dry lease agreement at a rate of approximately US$15,000 per month commencing July 2021 until March 2022 and also completed the sale of four smaller production rigs and equipment for a total sum of US$211,517.
Outstanding payable from LandOcean
On 14 July 2021, the Company announced that its legal advisers Dentons UK and Middle
East LLP have now filed an arbitration request in the London Court of International
Arbitration ("LCIA"), which officially marks commencement of arbitration proceedings against LandOcean. The final court hearing is scheduled for May 2022 by LCIA and the decision of Stage 1 of the Arbitration will be most likely made by LCIA during the final court hearing if no other circumstances change in the following months.
During the half-year, the Group has been dealing with LandOcean with this case. At the time of this report, an agreement has not been reached between the parties. Although the receivable amount was fully impaired, the Company remains confident that at least part of these sums will be recovered after the final court hearing in May 2022.
COVID-19 impact
The impact of the COVID-19 pandemic is ongoing and it has impacted the Group financially. It is not practicable to estimate the potential impact as the situation is continuously developing and is dependent on measures imposed by the governments of different countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.
Termination of consultancy agreement
On 28 July 2021, the company advised that it has terminated the consultancy agreement with Fire Phoenix Ltd (the "Consultant"), by serving a 30-day written notice to the Consultant.
Full terms of the consultancy agreement were provided in the Company's announcement of 10 November 2020.
Management Changes
On 27 August 2021, the Company announced that, pursuant to the Company's restructuring, the Directors made a decision to implement changes to the management team. As a result, a mutual agreement was reached for Mr Theo Eleftheriades, the Chief Financial Officer and Ms Evgenia Bezruchko, the Group Corporate Development Manager and Joint Company Secretary to cease their employment in their current roles.
The Board of Directors approved the non-Board appointment of Mr Harry Liu as Chief Financial Officer. All of the management changes came into effect on 1 September 2021.
Result of special general meeting
The Board is pleased to advise that following the General Meeting held on 10 December 2021, all of the resolutions relating to the proposed appointments of director nominees were lost, therefore the composition of the Board remains unchanged.
Events subsequent to reporting date
Oilfield services business
The Company engaged an independent specialist broker to assist with the sale of the remaining seven rigs and related equipment. Whilst the marketing campaign is currently underway (there being no guarantee that it will eventuate in sale agreements being reached), RRDSL has just completed a dry lease agreement of Rig 6 with a lessee and are discussing potential dry lease agreements with several parties for some of the rigs which the Directors expect will generate additional revenue for the Company in next 12 months.
Georgia litigation
The Company and Strait Oil and Gas Limited ("SOG"), a private company incorporated in Gibraltar, in which Star Phoenix holds a 65% interest had been working with their legal advisers (the "Advisers")on progressing an arbitration claim against the government of Georgia.
Further to the Company's announcements, negotiations with parties for securing funds to commence the Georgia litigation process are still in progress. However, progress in respect of the arbitration claim is taking longer than originally anticipated due to the disruption resulting from the COVID-19 pandemic. The Company continues to be advised by Enyo Law LLP in relation to this process.
Zhiwei Gu
Chairman
Dated this 28 day of April 2022
Consolidated Statement of Profit or Loss and Other Comprehensive Income
| Note | Consolidated | |
6 months ended 31 December 2021 (US$) | 6 months ended 31 December 2020 (US$) (Restated)* | ||
Revenue from continuing operations |
| - | - |
|
|
|
|
|
|
|
|
Other income and expenses from continuing operations | |||
Other income | 3/4b | - | 54,630 |
Net finance income/(costs) | 3/4b | 1,541 | 8,332 |
Foreign exchange (loss)/gain | 3 | (7,372) | 251,528 |
General and administration expenses | 4c | (585,637) | (1,307,664) |
Impairment of current assets | 4d | - | (1,722,462) |
Loss before income tax expense from continuing operations |
| (591,468) | (2,715,636) |
|
|
|
|
Income tax (expense)/credit |
| - | - |
Loss after income tax from continuing operations |
| (591,468) | (2,715,636) |
Gain from discontinued operations, net of tax | 6 | 466,736 | 494,301 |
Loss for the period attributable to equity holders of Star Phoenix Group Ltd |
| (124,732) | (2,221,335) |
|
|
|
|
Other comprehensive income Items that may be reclassified to profit or loss | |||
Exchange differences on translation of foreign operations |
| (332,878) | (121,313) |
Other comprehensive (loss)/income for period, net of tax |
| (332,878) | (121,313) |
Total comprehensive loss attributable to equity holders of Star Phoenix Group Ltd |
| (457,610) | (2,342,648) |
|
|
|
|
Loss per share from continuing operations attributable to the ordinary equity holders of the Company | |||
Basic loss per share |
| (0.004) | (0.02) |
Diluted loss per share |
| N/A | N/A |
Loss per share from discontinued operations attributable to the ordinary equity holders of the Company | |||
Basic gain/(loss) per share |
| 0.003 | 0.003 |
Diluted loss per share |
| N/A | N/A |
*Refer to note 2a for detailed information on restatement of comparatives
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
Consolidated Statement of Financial Position
| Note | Consolidated |
| |
31 December 2021 (US$) | 30 June 2021 (Restated US$)* | 30 June 2020 (Restated US $)* | ||
Assets |
| |||
Current assets |
| |||
Cash and cash equivalents |
| 1,517,581 | 1,911,072 | 3,164,752 |
Trade and other receivables | 8 | 119,087 | 103,864 | 2,248,359 |
Assets classified as held for sale | 7a | 4,193,706 | 4,249,038 | 7,922,861 |
Total current assets |
| 5,830,374 | 6,263,974 | 13,335,972 |
|
|
|
|
|
Non-current assets |
| |||
Right of use asset |
| - | 63,333 | 183,333 |
Property, plant and equipment | 9 | 75,262 | 83,624 | 100,349 |
Total non-current assets |
| 75,262 | 146,957 | 283,682 |
Total assets |
| 5,905,636 | 6,410,931 | 13,619,654 |
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
| |||
Trade and other payables | 10 | 4,803,720 | 4,849,906 | 4,791,791 |
Liabilities directly associated with assets classified as held for sale | 7b | 449,154 | 450,653 | 1,154,300 |
Provisions | 11 | 5,796,048 | 5,796,048 | 5,991,944 |
Total current liabilities |
| 11,048,922 | 11,096,607 | 11,938,035 |
|
|
|
|
|
Non-current liabilities |
| |||
Trade and other payables |
| - | - | 296,245 |
Total non-current liabilities |
| - | - | 296,245 |
Total liabilities |
| 11,048,922 | 11,096,607 | 11,234,280 |
|
|
|
|
|
Net (liabilities)/assets |
| (5,143,286) | (4,685,676) | 1,385,374 |
|
|
|
|
|
Equity |
| |||
Contributed equity | 12 | 388,570,504 | 388,570,504 | 388,383,974 |
Reserves |
| 2,693,666 | 23,400,370 | 23,389,048 |
Accumulated losses |
| (396,407,456) | (416,656,550) | (410,387,648) |
Total equity |
| (5,143,286) | (4,685,676) | 1,385,374 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
*Refer to note 2a for detailed information on restatement of comparatives
Consolidated Statement of Changes in Equity
|
| Contributed equity (US$) | Accumulated losses (US$) | Foreign currency translation reserve (US$) | Share-based payment reserve (US$) | Option premium reserve (US$) | Total equity (US$) | |||
Balance at 1 July 2020-originally reported |
| 388,383,974 | (409,284,204) | 3,015,222 | 8,316,464 | 12,057,362 | 2,488,818 | |||
Adjustment due to prior period error ( refer note 2a) |
| - | (1,103,444) | - | - | - | (1,103,444) | |||
Balance at 1 July 2020-restated |
| 388,383,974 | (410,387,648) | 3,015,222 | 8,316,464 | 12,057,362 | 1,385,374 | |||
Exchange difference on translation of foreign operations |
| - | - | (121,313) | - | - | (121,313) | |||
Loss attributable to the members of the company |
| - | (2,715,636) | - | - | - | (2,715,636) | |||
Profit from discontinued operations-originally reported |
| - | 585,702 | - | - | - | 585,702 | |||
Adjustment due to prior period error ( refer note 2a) |
| - | (91,401) | - | - | - | (91,401) | |||
Transactions with owners in their capacity as owners |
|
|
|
| ||||||
Issue of share capital |
| 37,200 | - | - | - | - | 37,200 | |||
Balance at 31 December 2020 |
| 388,421,174 | (412,608,983) | 2,893,909 | 8,316,464 | 12,057,362 | (920,074) | |||
|
|
|
|
|
|
|
|
| ||
Balance at 1 July 2021-originally reported |
| 388,570,504 | (415,370,303) | 3,026,544 | 8,316,464 | 12,057,362 | (3,399,429) |
| ||
Adjustment due to prior period error ( refer note 2a) |
| - | (1,286,247) | - | - | - | (1,286,247) |
| ||
Balance at 1 July 2021-restated |
| 388,570,504 | (416,656,550) | 3,026,544 | 8,316,464 | 12,057,362 | (4,685,676) |
| ||
Exchange difference on translation of foreign operations |
| - | - | (332,878) | - | - | (332,878) |
| ||
Loss from contiuing operations |
| - | (591,468) | - | - | - | (591,468) |
| ||
Profit from discontinued operations |
| - | 466,736 | - | - | - | 466,736 |
| ||
Transfer reserves to accumlated loss |
| - | 20,373,826 | - | (8,316,464) | (12,057,362) | - |
| ||
Transactions with owners in their capacity as owners |
| |||||||||
Issue of share capital |
| - | - | - | - | - | - |
| ||
Balance at 31 December 2021 |
| 388,570,504 | (396,407,456) | 2,693,666 | - | - | (5,143,286) |
| ||
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Consolidated Statement of Cash Flows
| Consolidated | |
6 months ended 31 December 2021 (US$) | 6 months ended 31 December 2020 (US$) | |
Receipts from customers | 130,524 | 119,862 |
Payments to suppliers and employees | (869,743) | (971,781) |
Income taxes (paid)/received | (22,889) | (75,521) |
Payments to related companies | (17,893) | (174,142) |
Other receipts | 32 | 54,630 |
Net cash outflow from operating activities | (779,969) | (1,046,952) |
|
|
|
Proceeds from disposal of property, plant and equipment | 211,517 | 248,585 |
Receipts from related companies | - | 278,010 |
Net cash inflow/(outflow) from investing activities | 211,517 | 526,595 |
|
|
|
Receipts from share issue | - | - |
Interest (paid)/received and other finance costs received/(paid) | (1,584) | (993) |
Net cash inflow/(outflow) from financing activities | (1,584) | (993) |
|
|
|
Net decrease in cash and cash equivalents | (570,036) | (521,350) |
Net foreign exchange differences | 176,545 | 89,069 |
Cash and cash equivalents at beginning of period | 1,911,072 | 3,164,752 |
Cash and cash equivalents at end of period | 1,517,581 | 2,732,471 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Notes to Consolidated Financial Statements
Note 1: Significant accounting policies
These general purpose financial statements for the interim half-year reporting period ended 31 December 2021 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.
These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2021 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
New and amended accounting standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Going concern
The Group's net loss after taxation attributable to the members of Star Phoenix Group Ltd for the period end to 31 December 2021 was US$124,732 (loss for half-year ended 31 December 2020: US$2,221,335). The Group also reports a net liability position of US$4,400,572 (30 June 2021: net liability of US$3,942,962) and cash of US$1,517,581 (30 June 2021: US$1,911,072).
These conditions indicate a material uncertainty that may cast significant doubt about the Group's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
The ability of the group to continue as a going concern is principally dependent upon:
- The Group receiving funds from the disposal of the remaining assets classified as held for sale;
The Group's ability to raise additional funds through equity or debt financing;
- The Group achieving a favourable outcome in regards to the Landocean Arbitration and/or being ableto negotiate a repayment plan with the tax authorities both in Australia and Trinidad in regards to settlement of the outstanding withholding tax balances.
The financial statements have been prepared on the basis that the group is a going concern, which contemplates the continuity of normal business activity, realisation of assets and settlement of liabilities in the normal course of business.
The Directors believe that sufficient funds will be available to meet the Group's working capital requirements and to continue operations in the normal course of business as at the date of this report, due to the following factors:
- Expecation to raise funds through the disposal of assets held for sale at period end;
- The ability to raise additional capital through equity or debt financing;
- Achieve a favourable outcome in relation to ongoing litigation for amounts the Group intends to recover from Land Ocean(also refer Note 14 Subsequent events) which will be used to settle the witholding tax liabilities as disclosed in Note 10 Other liabilities $3,693,416 . Should the case outcome with Landocean be not in favour of the group, the Directors expect to be able to negotiate with the tax authorities both in Australia and Trinidad to a repayment plan to settle these liabilities.
In the event that the Company is not able to realise the above factors or secure additional funds and secure new projects, it casts significant doubt on the ability of the Group to continue as Going concern.
Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business and at amounts that differ from those stated in the financial statements.
The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the Group does not continue as a going concern.
Non-current assets classified as held for sale
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. They are measured at the lower of their carrying amount and fair value less costs to sell. For non-current assets to be classified as held for sale, they must be available for immediate sale in their present condition and their sale must be highly probable.
An impairment loss is recognised for any initial or subsequent write down of the non-current assets to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of a non-current asset, but not in excess of any cumulative impairment loss previously recognised.
Non-current assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of assets held for sale continue to be recognised.
Non-current assets classified as held for sale are presented separately on the face of the consolidated statement of financial position, in current assets. The liabilities of disposal groups classified as held for sale are presented separately on the face of the statement of financial position, in current liabilities.
Discontinued operations
A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:
· represents a separate major line of business or geographical area of operations;
· is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; and
· is a subsidiary acquired exclusively with a view to re-sale.
Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale.
When an operation is classified as a discontinued operation, the comparative consolidated statement of profit or loss and other comprehensive income is re-presented as if the operation had been discontinued from the start of the comparative year.
Note 2: Significant estimates and judgements
Impairment of rigs and related inventory
At 31 December 2021, the Directors did not deem necessary to undertake an impairment assessment during the reporting period as per AASB 136 as no impairment indicators were noted. The basis of the recoverable value remains the same as at 30 June 21 and the Company continues the sale process of the remaining three production and five drilling rigs.
Deferred tax liability
The carrying value of the deferred tax liability is US$449,153 at 31 December 2021. In the event that the manner by which the carrying value of these assets is recovered differs from that which is assumed for the purpose of this estimation, the associated tax charges may be significantly less than this amount.
Recoverability of deferred tax assets
Deferred tax assets are recognised only if it is probable that future taxable amounts will be
available to utilise those temporary differences and losses. Management considers that currently it is not probable that future taxable profits will be available to utilise those temporary differences. Judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future profits.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent experience and historical collection rates, the impact of the Coronavirus (COVID-19) pandemic and forward-looking information that is available. The allowance for expected credit losses is calculated based on the information available at the time of preparation.
IFRIC 23 Uncertain tax position and tax-related contingency
Following the disposal of Range Resources Trinidad Limited and the settlement of liabilities in multiple jurisdictions which formed part of the consideration for the disposal, the group has estimated that these transactions may give rise to the possible payment of withholding tax and late payment penalties. The group considers it possible that a withholding tax liability of US$1,341,122 may be payable in Australia and withholding tax liability of US$3,095,008 payable in Trinidad. As at 31 December 2021, both amounts have been provided for in full. Also refer note 2a.
COVID-19 pandemic
The impact of the COVID-19 pandemic is ongoing and it has impacted the Group financially. It is not practicable to estimate the potential impact as the situation is continuously developing and is dependent on measures imposed by the governments of different countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.
Non-current assets classified as held for sale and discontinued operations
2022 and 2021: Rigs and related inventory
The Group has been marketing the rigs and equipment in the financial year, therefore all rigs and related equipment were classified as held for sale assets as it is highly probable that these assets will be sold within 12 months.
Note 2a: Restatement of comparatives
During the half year ended 31 December 2021, an error was discovered in the recognition of withholding tax payable relating to prior years. Detailed calculation were carried out in this period and this resulted in an increase of $360,731 in the withholding tax liability for the year ended 30 June 2020, an increase of $182,803 in the withholding tax liability for the year ended 30 June 2021, an increase of $91,401 withholding tax expense for the half year ended 31 December 2020. The impact of the restatement is noted below
| 31 December 2020 (US$) Reported | Correction of prior period error | 31 December 2020 (US$) Restated |
|
|
|
|
Loss for the period attributable to equity holders of Star Phoenix Group Ltd | (2,129,934) | (91,401) | 2,221,335 |
Total comprehensive loss for the period attributable to equity holders of Star Phoenix Group Ltd | (2,251,247) | (91,401) | 2,342,648 |
|
|
|
|
| 30 June 2021 (US$) Reported | Correction of prior period error | 30 June 21 (US$) Restated |
|
|
|
|
Trade and other payable -(line item affected Other taxes payable)-Refer Note 10 | 3,563,659 | 1,286,247 | 4,849,906 |
Gain/(loss) from discontinued operations-net of tax | (4,222,517) | (182,803) | (4,405,320) |
|
|
|
|
| 30 June 2020 (US$) Reported | Correction of prior period error | 30 June 20 (US$) Restated |
|
|
|
|
Trade and other payable -(line item affected Other taxes payable) | 3,688,347 | 1,103,444 | 4,791,791 |
Gain/(loss) from discontinued operations-net of tax | 53,191,671 | (1,103,444) | 52,088,227 |
|
|
|
|
Earning per Share | 31 December 2020 (US$) Reported | 31 December 2020 (US$) Adjusted |
|
|
|
|
|
Basic earning/(loss) per share | (0.02) | (0.02) |
|
Diluted earning/(loss) per share | 0.003 | 0.003 |
|
|
|
|
|
Note 3: Revenue
| Note | Consolidated | |
31 December 2021 (US$) | 31 December 2020 (US$) | ||
From discontinued operations | |||
Revenue from services to third parties recognised over time | 6 | 125,336 | 410,108 |
Total revenue from discontinued operations |
| 125,336 | 410,108 |
Other income from continuing operations |
|
|
|
Foreign exchange gain (loss) |
| (7,372) | 251,528 |
|
|
|
|
Other income |
| - | 54,630 |
Other income from continued operations |
|
|
|
Finance income | 4 | 1,541 | 8,332 |
Total revenue from continued operations |
| (5,831) | 314,490 |
Revenue from third party services is solely generated in the Republic of Trinidad and Tobago.
Note 4: Expenses
| Note | Consolidated | |
31 December 2021 (US$) | 31 December 2020 (US$) | ||
a: Cost of sales - continuing operations | |||
Costs of operations |
| - | - |
Depreciation and amortisation |
| - | - |
Total cost of sales from continuing operations |
| - | - |
a: Cost of sales - discontinued operations |
|
|
|
Costs of production | 6 | (163,323) | (28,142) |
Royalties |
| - | - |
Staff costs |
| - | - |
Depreciation and amortisation |
| - | - |
Total cost of sales from discontinued operations |
| (163,323) | (28,142) |
|
|
|
|
b: Finance costs/(income) - continuing operations | |||
Fair value movement of derivative liability |
| - | - |
Interest (income)/expense |
| (1,541) | (8,332) |
Interest on convertible note |
| - | - |
Total finance (income)/costs from continuing operations |
| (1,541) | (8,332) |
b: Foreign exchange costs/(income) - discontinued operations |
|
|
|
Other expenses |
| - | - |
Foreign exchange (gain)/loss |
| (318,708) | (103,705) |
Total foreign exchange costs/(income) from discontinued operations |
| (318,708) | (103,705) |
c: General and administration expenses - continuing operations | |||
Directors' and officers' fees and benefits |
| 123,145 | 313,784 |
Legal fees |
| 91,885 | 153,664 |
Business development, financial and other consulting fees |
| 277,267 | 532,410 |
Listing fees |
| 27,136 | 51,251 |
Other expenses |
| 66,204 | 256,555 |
Total general and administration expenses from continuing operations |
| 585,637 | 1,307,664 |
d: Asset values written down - continuing operations | |||
Impairment of assets(i) |
| - | 1,722,462 |
Total assets written down |
| - | 1,722,462 |
(i) Impairment
Following the sale of Range Resources Trinidad Limited (which held interests in the upstream assets in Trinidad) to LandOcean Energy Services Co Ltd (LandOcean), certain sums remain due and payable to the Group.
At 31 December 2020, the Board made the decision to fully impair the receivable from LandOcean to adhere to accounting standards given the situation and age of the balances, resulting to an impairment of US$1,722,462. No further payments have been received to date.
In the current year, the group's legal advisers Dentons UK and Middle East LLP have now filed an arbitration request in the London Court of International Arbitration against LandOcean. The group remains confident that part of these sums might be recovered.
Note 5: Contingent liabilities
There are no contingent liabilities as at 31 December 2021.
Note 6: Discontinued operations
The discontinued operations relate to Range Resources Drilling Services Ltd
| Note | 31 December 2021 | 31 December 2020 |
Revenue from third party services | 3 | 125,336 | 410,108 |
Revenue from sale of oil |
| - | - |
Operating expenses | 4a | (163,323) | (28,142) |
Royalties |
| - | - |
Oil and gas properties depreciation, depletion and amortisation |
| - | - |
Administrative expenses |
| - | - |
Foreign exchnage gain |
| 318,708 | 103,705 |
Gain from disposal of assets |
| 240,890 | 100,031 |
Finance cost relating to Withholding tax liability |
| (54,875) | (91,401) |
Gain from discontinued operations |
| 466,736 | 494,301 |
Note 7a: Assets classified as held for sale
| Note | Consolidated | |
31 December 2021 (US$) | 30 June 2021 (US$) | ||
Non-current assets | |||
Rigs and related inventory |
| 3,530,811 | 3,635,878 |
Property, plant and equipment |
| 662,895 | 613,160 |
Total non-current assets |
| 4,193,706 | 4,249,038 |
Total held for sale assets |
| 4,193,706 | 4,249,038 |
During the half year ended 31 December 2021, management have not carried out any assessment to determine the fair value less costs to sell for these assets. The Directors have determined the carrying amount of these assets approximates the fair value less costs to sell.
Note 7b: Liabilities directly associated with assets classified as held for sale
| Note | Consolidated | |
31 December 2021 (US$) | 30 June 2021(US$) | ||
Current liabilities | |||
Net deferred tax liabilities |
| 449,154 | 450,653 |
Total current liabilities |
| 449,154 | 450,653 |
Total held for sale liabilities |
| 449,154 | 450,653 |
Note 8: Trade and other receivables
| Note | Consolidated | |
31 December 2021 (US$) | 30 June 2021 (US$) | ||
Current | |||
Trade receivables (i) |
| 2,262 | - |
Taxes receivable |
| 39,333 | 39,342 |
Other receivables |
| 13,131 | 13,182 |
Prepayments |
| 33,969 | 20,847 |
Other taxes receivable |
| 30,392 | 30,493 |
Other assets (ii) |
| - | - |
Total trade and other receivables |
| 119,087 | 103,864 |
(i) Trade receivables are generally due for settlement within 30 days. They are presented as current assets unless collection is not expected for more than 12 months after the reporting date.
Fair value approximates the carrying value of trade and other receivables at 31 December 2021.
Note 9: Property, plant & equipment
Consolidated | Motor vehicle, furniture, fixtures & fittings (US$) | Total (US$) |
At 31 December 2021 | ||
Cost | 323,402 | 323,402 |
Accumulated depreciation | (248,140) | (248,140) |
Net book amount | 75,262 | 75,262 |
At 30 June 2021 | ||
Cost | 323,402 | 323,402 |
Accumulated depreciation | (239,778) | (239,778) |
Net book amount | 83,624 | 83,624 |
Note 10: Trade and other payables
|
| Consolidated | |
31 December 2021 (US$) | 30 June 2021 (US$) (Restated) | ||
a: Current | |||
Trade payables |
| 269,570 | 304,455 |
Sundry payables and accrued expenses |
| 98,020 | 155,268 |
Other tax payables (i) |
| 4,436,130 | 4,390,183 |
Total current trade and other payables |
| 4,803,720 | 4,849,906 |
b: Non-current | |||
Trade payables |
| - | - |
Total non-current trade and other payables |
| - | - |
(i) Amount relates to withholding taxes payable as a result of debt eliminations.
Note 11: Provisions
|
| Consolidated | |
31 December 2021 (US$) | 30 June 2021 (US$) | ||
Provision (i) |
| 5,796,048 | 5,796,048 |
Total non-current trade and other payables |
| 5,796,048 | 5,896,048 |
(i) Provision relates to an estimate of the potential land taxes that may be payable by the Company on expired exploration licences in Trinidad.
Note 12: Contributed equity
|
| Consolidated | |
31 December 2021 (US$) | 30 June 2021 (US$) | ||
150,876,970 fully paid ordinary shares (30 June 2021: 150,876,970) |
| 409,614,908 | 409,614,904 |
Share issue costs |
| (21,044,404) | (21,044,400) |
Total contributed equity |
| 388,570,504 | 388,570,504 |
| Consolidated | |
| 31 December 2021 Number | 30 June 2021 Number |
Fully Paid Ordinary Shares | ||
At the beginning of reporting period | 150,876,970 | 141,367,955 |
Shares issued during the period |
| 9,509,015 |
|
|
|
|
|
|
Total contributed equity | 150,876,970 | 150,876,970 |
Note 13: Segmental reporting
31 December 2021 |
| Trinidad - Oilfield Services (US$) | Indonesia (US$) | Unallocated (US$) | Total (US$) |
Segment revenue | |||||
Total revenue |
| 684,934 | - | 1,541 | 686,475 |
Other income |
| 559,598 | - | 1,541 | 561,139 |
Revenue from external customers |
| 125,336 | - | - | 125,336 |
Segment result |
|
|
|
|
|
Other segment expenses |
| (218,198) | - | (593,009) | (811,207) |
Profits/(loss) before income tax |
| 466,736 |
| (591,468) | (124,732) |
Profit/(loss) after income tax |
| 466,736 |
| (591,468) | 124,732 |
Segment assets | |||||
Total assets |
| 4,673,744 | - | 1,231,892 | 5,905,636 |
Segment liabilities |
|
|
|
|
|
Total liabilities |
| 10,247,868 |
| 58,339 | 10,306,207 |
|
|
|
|
|
|
31 December 2020- restated |
| Trinidad - Oilfield Services discontinued(US$) | Indonesia (US$) | Unallocated (US$) | Total (US$) |
Segment revenue | |||||
Total revenue |
| 613,844 | - | 314,490 | 928,334 |
Revenue from external customers |
| 410,108 | - | - | 410,108 |
Other income |
| 203,736 | - | 314,490 | 518,226 |
Segment result | |||||
Other segment (expenses) |
| (119,543) | - | (3,030,126) | (3,149,669) |
Profit/(loss) before income tax |
| 494,301 | - | (2,715,636) | (2,221,335) |
Profit/(loss) after income tax |
| 494,301 | - | (2,715,636) | (2,221,335) |
| |||||
|
|
|
|
|
|
30 June 2021 Restated |
| Trinidad - Oilfield Services US$ discontinued(US$) | Indonesia US$ | Unallocated US$ | Total US$ |
Segment assets | |||||
Total assets |
| 4,586,856 | - | 1,824,076 | 6,410,931 |
Segment liabilities | |||||
Total liabilities | - | 10,220,169 | - | 133,724 | 10,353,893 |
Segment revenues and expenses are those directly attributable to the segments and include any joint revenue and expenses where a reasonable basis of allocation exists. Segment assets include all assets used by a segment and consist principally of cash, receivables, plant and equipment. While most assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two or more segments is allocated to the segments on a reasonable basis. Segment liabilities consist principally of payables, employee benefits, accrued expenses, provisions.
(i) Unallocated assets
| 31 December 2021 (US$) | 30 June 2021 (US$) |
| ||
Cash | 1,147,672 | 1,668,255 |
Other | 84,220 | 155,821 |
Total unallocated assets | 1,231,892 | 1,824,076 |
Note 14: Events after the reporting date
Annual general meeting
On 31 January 2022, the Board of the company advised that its Annual General Meeting ("AGM") was held earlier that day. The sole resolution proposed related to the re-election of Dr Mu (Robin) Luo as a director. The resolution was passed and therefore the composition of the Board remains unchanged.
Georgia litigation
The Company and Strait Oil and Gas Limited (SOG), a private company incorporated in Gibraltar, in which Star Phoenix holds a 65% interest had been working with their legal advisers on progressing an arbitration claim against the government of Georgia.
Further to the Company's announcements, negotiations with parties for securing funds to commence the Georgia litigation process are still in progress. However, progress in respect of the arbitration claim is taking longer than originally anticipated due to the disruption resulting from the COVID-19 pandemic. The Company continues to be advised by Enyo Law LLP in relation to this process.
LandOcean outstanding payment
On 14 July 2021, the Company announced that its legal advisers Dentons UK and Middle
East LLP have now filed an arbitration request in the London Court of International
Arbitration ("LCIA"), which officially marks commencement of arbitration proceedings against LandOcean. The final court hearing is scheduled for May 2022 by LCIA and the decision of Stage 1 of the Arbitration will be most likely made by LCIA during the final court hearing if no other circumstances change in the following months.
As detailed in the Company's announcement on 7 September 2021, Star Phoenix continues to pursue the monies owed to it by LandOcean Energy Service Co. Limited. A court trial is scheduled by the London Court of International Arbitration in Q2 2022. At this point in time, the Directors remain confident that the Stage 1 claims will be recovered in this financial year, however there can be no guarantee that will be achieved. The cash preservation measures previously stated remain in place while this process is ongoing.
Directors' Declaration
The Directors of the company declare that:
The financial statements, comprising the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity, accompanying notes, are in accordance with the Corporations Act 2001 and:
a) comply with Accounting Standard AASB 134 Interim Financial Reporting, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
b) give a true and fair view of the consolidated entity's financial position as at 31 December 2021 and of its performance for the half-year ended on that date.
In the Directors' opinion that subject to the matters disclosed in Note 1 there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:
Zhiwei Gu
Chairman
28 April 2022
Corporate Directory
Directors | Zhiwei Gu | Executive Chairman |
Lubing Liu | Executive Director and COO | |
Mu Luo | Non-Executive Director |
Company Secretary | Lubing Liu |
Registered office & principal place of business | c/o Edwards Mac Scovell, Level 1, 8 St Georges Terrace Perth WA 6000, Australia Telephone: +61 8 6205 3012 |
Share Registry (Australia) | Computershare Investor Services Pty Ltd Level 11, 172 St Georges Terrace, Perth WA 6000 Telephone: +61 3 9415 4000 |
Share Registry (United Kingdom) | Computershare Investor Services plc PO Box 82, The Pavilions, Bridgwater Road, Bristol, UK BS99 6ZZ Telephone: +44 370 702 0000 |
Auditor | BDO Audit (WA) Pty Ltd, 38 Station Street, Subiaco WA 6008, Australia |
Stock Exchange Listing | Star Phoenix Group Ltd shares are listed on the Alternative Investment Market (AIM) of the London Stock Exchange (AIM code: STA) |
Country of Incorporation | Australia |
Website | www.starphoenixgroup.com |
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