SouthGobi Resources Limited
TSX : SGQ
HKSE : 1878

SouthGobi Resources Limited

November 11, 2013 07:15 ET

SouthGobi Provides a Summary of Information on Unaudited Third Quarter 2013 and Unaudited Year to Date September 30, 2013 Financial Results

Announces Selected Unaudited Restated Financial Information for its 2010, 2011, 2012, and First Half 2013 Financial Statements

HONG KONG, CHINA--(Marketwired - Nov. 11, 2013) - SouthGobi Resources Ltd. (TSX:SGQ)(HKSE:1878) ("SouthGobi" or the "Company") announced today a summary of information on Unaudited Third Quarter 2013 and Unaudited Year to Date September 30, 2013 Financial Results and selected unaudited restated financial information for 2010, 2011, 2012, and First Half 2013 financial results. All figures are in U.S. Dollars unless otherwise stated.

Summary of information on third quarter 2013 and year to date September 30, 2013 Financial Results
(Unaudited, restated)
(Expressed in thousands of U.S. Dollars unless otherwise stated)
Three
months
ended
Three
months
ended
Nine
months
ended
Nine
months
ended
September
30,
2013
September
30,
2012
(restated)
September
30,
2013
September
30,
2012
(restated)
Raw coal production (millions of tonnes) 1.13 - 1.32 1.33
Coal sales (millions of tonnes) 0.94 0.32 1.54 1.96
Average realized selling price (per tonne) $ 22.05 $ 16.98 $ 23.08 $ 47.48
Revenue $ 15,652 $ 3,804 $ 26,179 $ 76,875
Cost of sales (33,486 ) (31,454 ) (72,268 ) (95,178 )
Other operating expenses (1,003 ) (18,315 ) (16,358 ) (22,362 )
Net loss (41,928 ) (46,413 ) (98,733 ) (40,938 )
Basic loss $ (0.23 ) $ (0.26 ) $ (0.54 ) $ (0.23 )
September
30,
2013
December
31,
2012
(restated

)
Trade and other receivables $ 7,683 $ 3,292
Inventories 48,540 59,735
Deferred revenue 8,395 8,181

Update on restatement

On November 8, 2013, the Company's board of directors decided to restate the Company's financial statements for 2011 and 2012, and consequently its comparative interim financial statements (the "Interim Statements") for 2013 and the related Management's Discussion and Analysis ("MD&A") (collectively, the "Restated Financials"). The selected unaudited restated financial information and information on third quarter 2013 and year to date September 30, 2013 contained in this press release were reviewed by the Company's Audit Committee and Board of Directors and approved on November 10, 2013.

The restatement follows a review by the Company of its prior revenue recognition practices for its coal sales contracts entered into in the fourth quarter of 2010, full year 2011 and in the first half of 2012 and related delivery of coal under those sales contracts during the periods commencing in the fourth quarter of 2010 through to the present. The revenue restatement only affects the contracted coal not collected by the customers at each period end. This review has been conducted in consultation with PricewaterhouseCoopers LLP ("PwC"), the Company's current auditors, and Deloitte LLP ("Deloitte"), the Company's auditors during the 2010 and 2011 fiscal years.

The Company adopted new terms in its sales contracts starting in the second half of 2012 such that title transfers on these new contracts when coal is loaded onto the customer's trucks which results in a later point of revenue recognition for all its sales starting from the second half of 2012.

Summary of key impacts following restatement
(Unaudited)
(Expressed in thousands of U.S. Dollars unless otherwise stated)
Six months ended Year ended
June 30, 2013 December 31, 2012
As previously
reported

Adjustment

Restated
As previously
reported

Adjustment

Restated
Raw coal production (millions of tonnes) 0.19 - 0.19 1.33 - 1.33
Coal sales (millions of tonnes) 0.12 0.48 0.60 1.33 0.65 1.98
Average realized selling price (per tonne) $ 34.62 $ (9.92 ) $ 24.70 $ 47.76 $ (0.27 ) $ 47.49
Revenue $ 3,633 $ 6,894 $ 10,527 $ 53,116 $ 24,945 $ 78,061
Cost of sales (34,327 ) (4,457 ) (38,784 ) $ (97,118 ) $ (30,289 ) $ (127,407 )
Other operating expenses (15,260 ) (95 ) (15,355 ) (54,345 ) 12,700 (41,645 )
Net income/(loss) (58,564 ) 1,756 (56,808 ) (103,019 ) 5,517 (97,502 )
Basic income/(loss) per share $ (0.32 ) $ 0.01 $ (0.31 ) $ (0.57 ) $ 0.03 $ (0.54 )
June 30, 2013 December 31, 2012
As previously
reported

Adjustment

Restated
As previously
reported

Adjustment

Restated
Trade and other receivables $ 7,947 $ (3,764 ) $ 4,183 $ 17,430 $ (14,138 ) $ 3,292
Inventories 45,872 1,617 47,489 53,661 6,074 59,735
Deferred revenue - 7,932 7,932 - 8,181 8,181
Year ended Year ended
December 31, 2011 December 31, 2010
As previously
reported

Adjustment

Restated
As previously
reported

Adjustment

Restated
Raw coal production (millions of tonnes) 4.57 - 4.57 2.79 - 2.79
Coal sales (millions of tonnes) 4.02 (0.93 ) 3.09 2.54 (0.81 ) 1.73
Average realized selling price (per tonne) $ 54.03 $ (3.39 ) $ 50.64 $ 34.61 $ 3.63 $ 38.24
Revenue $ 179,049 $ (48,293 ) $ 130,756 $ 79,777 $ (19,365 ) $ 60,412
Cost of sales $ (127,343 ) $ 35,165 $ (92,178 ) $ (69,904 ) $ 17,253 $ (52,651 )
Other operating expenses (29,189 ) 872 (28,317 ) (12,643 ) 218 (12,425 )
Net income/(loss) 57,745 (9,192 ) 48,553 (116,195 ) (1,421 ) (117,616 )
Basic income/(loss) per share $ 0.32 $ (0.08 ) $ 0.24 $ (0.66 ) $ (0.01 ) $ (0.67 )
December 31, 2011 December 31, 2010
As previously
reported

Adjustment

Restated
As previously
reported

Adjustment

Restated
Trade and other receivables $ 80,285 $ (64,051 ) $ 16,234 $ 30,246 $ (10,911 ) $ 19,335
Inventories 52,443 52,418 104,861 26,160 17,253 43,413
Deferred revenue - 17,653 17,653 - 10,827 10,827

Following the change in revenue recognition practices, revenues from coal sales contracts are recognized in later periods than previously reported and some revenue remains to be reported in periods after September 30, 2013 as not all contracted coal has been collected by customers. This change results in lower revenues and cost of sales in 2010 and 2011 followed by higher revenues and cost of sales in 2012 and year to date September 30, 2013.

The adjustments to other operating expenses in each applicable period primarily result from the reversal of provisions for doubtful trade and other receivables in those periods.

The impact on the net income/(loss) for the restated periods follows from the restated revenues, net of cost of sales and adjustments to other operating expenses. The net loss for the year 2010 increases, the net income for the year 2011 decreases and the net loss for the year 2012 decreases. The net loss for the six month period ending June 30, 2013 is also lower than previously reported.

During the periods from 2010 to September 30, 2013, trade and other receivables have been adjusted lower and deferred revenue recognized to reflect revenue being recorded in later periods than previously reported. The inventory balance increased over the same period to reflect higher coal inventory stockpile balances. Prepaid expenses also increased, with a corresponding decrease in trade and other payables, as coal sales royalty expenses were recognized in later periods than previously reported.

Effects of the restatements on previously filed Statements of Cash Flows

The restatements do not result in a change in cash at the end of any period. The statement of cash flows as reported does not change except for the reclassification of various items within operating activities. Financing activities, investing activities, change in cash, cash at beginning of period and cash at the end of period remain unchanged from previously filed financial statements.

Timeline going forward

The Company expects that it will be in a position to complete on or before November 14, 2013 the filing of its Interim Statements for the three and nine month periods ended September 30, 2013 and the related MD&A and certifications by the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") (collectively, the "Required Filings") in compliance with National Instrument 51-102 ("NI 51-102") of the Canadian Securities Administrators.

The Company is working expeditiously with PwC and Deloitte in order to file the full set of audited restated consolidated financial statements and MD&A as at and for the years ended December 31, 2012 and 2011 comprising the Restated Financials. The Restated Financials are expected to be available on or before December 13, 2013.

Notwithstanding the foregoing, if required, the Company will be applying to the British Columbia Securities Commission (the "Principal Regulator") pursuant to Part 4 of National Policy 12-203 ("NP 12-203") for a Management Cease Trade Order ("MCTO") in connection with any late filing of the Required Filings and the Restated Financials. If issued, the MCTO will prohibit trading in securities of the Company, whether direct or indirect, by the Company's CEO, CFO and board of directors or other persons or companies who had, or may have had, access directly or indirectly to any material fact or material change with respect to the Company that has not been generally disclosed. There can be no assurance that an MCTO will be issued.

If an MCTO is not issued, the Principal Regulator can impose a general cease trade order ceasing all trading in securities of the Company for such period of time as the Principal Regulator may deem appropriate.

While the Company expects to file the Required Filings on or before November 14, 2013 in compliance with NI 51-102 and the Restated Financials as soon as possible, any delay in filing the Required Filings, or the Restated Financials, could ultimately result in an event of default of the Company's convertible debenture held by China Investment Corporation ("CIC"), which if not cured within applicable cure periods in accordance with the terms of such debenture, may result in the principal amount owing and all accrued and unpaid interest becoming immediately due and payable upon notice to the Company by CIC.

Selected information on third quarter and year to date September 2013 and the effects of the restatements on previously filed Condensed Consolidated Statement of Comprehensive Income
(Unaudited)
(Expressed in thousands of U.S. Dollars, except for share and per share amounts)
Three months
ended
Nine months
ended
Three months ended
September 30, 2012
Nine months ended
September 30, 2012
September 30,
2013
September 30,
2013
As previously
reported

Adjustment

Restated
As previously
reported

Adjustment

Restated
Raw coal production (millions of tonnes) 1.13 1.32 - - - 1.33 - 1.33
Coal sales (millions of tonnes) 0.94 1.54 0.31 0.01 0.32 1.31 0.65 1.96
Revenue $ 15,652 $ 26,179 $ 3,337 $ 467 $ 3,804 $ 51,902 $ 24,973 $ 76,875
Cost of sales (33,486 ) (72,268 ) (30,869 ) (585 ) (31,454 ) (70,569 ) (24,609 ) (95,178 )
Gross profit/(loss) (17,834 ) (46,090 ) (27,532 ) (118 ) (27,650 ) (18,667 ) 364 (18,303 )
Other operating expenses (1,003 ) (16,358 ) (29,301 ) 10,986 (18,315 ) (35,682 ) 13,320 (22,362 )
Administration expenses (4,204 ) (11,958 ) (5,178 ) - (5,178 ) (18,557 ) - (18,557 )
Evaluation and exploration expenses (186 ) (680 ) (958 ) - (958 ) (8,090 ) - (8,090 )
Loss from operations (23,227 ) (75,086 ) (62,969 ) 10,868 (52,101 ) (80,996 ) 13,684 (67,312 )
Finance costs (5,382 ) (15,991 ) (5,164 ) - (5,164 ) (9,846 ) - (9,846 )
Finance income 124 4,259 12,947 - 12,947 39,236 - 39,236
Share of earnings/(loss) of joint venture (66 ) (39 ) 288 - 288 492 - 492
Income/ (loss) before tax (28,551 ) (86,857 ) (54,898 ) 10,868 (44,030 ) (51,113 ) 13,684 (37,429 )
Current income tax expense - (1 ) 859 - 859 (268 ) - (268 )
Deferred income tax recovery/(expense) (13,377 ) (11,875 ) (525 ) (2,717 ) (3,242 ) 180 (3,421 ) (3,241 )
Net income/(loss) attributable to equity holders of the Company (41,928 ) (98,733 ) (54,564 ) 8,151 (46,413 ) (51,201 ) 10,263 (40,938 )
Other comprehensive income/(loss) 1,261 1,261 8,950 - 8,950 (16,559 ) - (16,559 )
Net comprehensive income/(loss) attributable to equity holders of the Company $ (40,667 ) $ (97,472 ) $ (45,614 ) $ 8,151 $ (37,463 ) $ (67,760 ) $ 10,263 $ (57,497 )
Basic income/(loss) per share $ (0.23 ) $ (0.54 ) $ (0.30 ) $ 0.04 $ (0.26 ) $ (0.28 ) $ 0.05 $ (0.23 )
Diluted income/(loss) per share $ (0.23 ) $ (0.54 ) $ (0.30 ) $ 0.04 $ (0.26 ) $ (0.40 ) $ 0.05 $ (0.35 )
Three months ended
June 30, 2013
Six months ended
June 30, 2013
As previously
reported
Adjustment Restated As previously
reported
Adjustment Restated
Raw coal production (millions of tonnes) 0.17 - 0.17 0.19 - 0.19
Coal sales (millions of tonnes) 0.04 0.29 0.33 0.12 0.48 0.60
Revenue $ 374 $ 5,755 $ 6,129 $ 3,633 $ 6,894 $ 10,527
Cost of sales (12,466 ) (5,011 ) (17,477 ) (34,327 ) (4,457 ) (38,784 )
Gross profit/(loss) (12,092 ) 744 (11,348 ) (30,694 ) 2,437 (28,257 )
Other operating expenses (14,877 ) (48 ) (14,925 ) (15,260 ) (95 ) (15,355 )
Administration expenses (4,024 ) - (4,024 ) (7,757 ) - (7,757 )
Evaluation and exploration expenses (221 ) - (221 ) (494 ) - (494 )
Loss from operations (31,214 ) 696 (30,518 ) (54,205 ) 2,342 (51,863 )
Finance costs (5,617 ) - (5,617 ) (10,608 ) - (10,608 )
Finance income 3,366 - 3,366 4,136 - 4,136
Share of earnings/(loss) of joint venture 44 - 44 27 - 27
Income/ (loss) before tax (33,421 ) 696 (32,725 ) (60,650 ) 2,342 (58,308 )
Current income tax expense - - - (1 ) - (1 )
Deferred income tax recovery/(expense) (241 ) (174 ) (415 ) 2,087 (586 ) 1,501
Net income/(loss) attributable to equity holders of the Company (33,662 ) 522 (33,140 ) (58,564 ) 1,756 (56,808 )
Other comprehensive income/(loss) (930 ) - (930 ) - - -
Net comprehensive income/(loss) attributable to equity holders of the Company $ (34,592 ) $ 522 $ (34,070 ) $ (58,564 ) $ 1,756 $ (56,808 )
Basic income/(loss) per share $ (0.18 ) $ - $ (0.18 ) $ (0.32 ) $ 0.01 $ (0.31 )
Diluted income/(loss) per share $ (0.18 ) $ - $ (0.18 ) $ (0.32 ) $ 0.01 $ (0.31 )
Year ended Year ended Year ended
December 31, 2012 December 31, 2011 December 31, 2010
As previously
reported

Adjustment

Restated
As previously
reported

Adjustment

Restated
As previously
reported

Adjustment

Restated
Raw coal production (millions of tonnes) 1.33 - 1.33 4.57 - 4.57 2.79 - 2.79
Coal sales (millions of tonnes) 1.33 0.65 1.98 4.02 (0.93 ) 3.09 2.54 (0.81 ) 1.73
Revenue $ 53,116 $ 24,945 $ 78,061 $ 179,049 $ (48,293 ) $ 130,756 $ 79,777 $ (19,365 ) $ 60,412
Cost of sales (97,118 ) (30,289 ) (127,407 ) (127,343 ) 35,165 (92,178 ) (69,904 ) 17,253 (52,651 )
Gross profit/(loss) (44,002 ) (5,344 ) (49,346 ) 51,706 (13,128 ) 38,578 9,873 (2,112 ) 7,761
Other operating expenses (54,345 ) 12,700 (41,645 ) (29,189 ) 872 (28,317 ) (12,643 ) 218 (12,425 )
Administration expenses (24,637 ) - (24,637 ) (28,749 ) - (28,749 ) (25,438 ) - (25,438 )
Evaluation and exploration expenses (8,598 ) - (8,598 ) (31,768 ) - (31,768 ) (18,769 ) - (18,769 )
Loss from operations (131,582 ) 7,356 (124,226 ) (38,000 ) (12,256 ) (50,256 ) (46,977 ) (1,894 ) (48,871 )
Finance costs (15,385 ) - (15,385 ) (12,765 ) - (12,765 ) (175,855 ) - (175,855 )
Finance income 39,942 - 39,942 107,732 - 107,732 103,948 - 103,948
Share of earnings/(loss) of joint venture 635 - 635 - - - - - -
Income/ (loss) before tax (106,390 ) 7,356 (99,034 ) 56,967 (12,256 ) 44,711 (118,884 ) (1,894 ) (120,778 )
Current income tax expense (354 ) - (354 ) (7,340 ) - (7,340 ) (1,806 ) - (1,806 )
Deferred income tax recovery/(expense) 3,725 (1,839 ) 1,886 8,118 3,064 11,182 4,495 473 4,968
Net income/(loss) attributable to equity holders of the Company (103,019 ) 5,517 (97,502 ) 57,745 (9,192 ) 48,553 (116,195 ) (1,421 ) (117,616 )
Other comprehensive income/(loss) (16,559 ) - (16,559 ) (11,202 ) - (11,202 ) 27,761 - 27,761
Net comprehensive income/(loss) attributable to equity holders of the Company $ (119,578 ) $ 5,517 $ (114,061 ) $ 46,543 $ (9,192 ) $ 37,351 $ (88,434 ) $ (1,421 ) $ (89,855 )
Basic income/(loss) per share $ (0.57 ) $ 0.03 $ (0.54 ) $ 0.32 $ (0.08 ) $ 0.24 $ (0.66 ) $ (0.01 ) $ (0.67 )
Diluted income/(loss) per share $ (0.63 ) $ 0.03 $ (0.60 ) $ (0.19 ) $ (0.07 ) $ (0.26 ) $ (0.66 ) $ (0.01 ) $ (0.67 )
Selected information on third quarter and year to date September 2013 and the effects of the restatements on previously filed Statement of Financial Position
(Unaudited)
(Expressed in thousands of U.S. Dollars)
As at As at As at
June 30, 2013 December 31, 2012
September 30,
2013
As
previously
reported


Adjustment


Restated
As
previously
reported


Adjustment


Restated
ASSETS
Current assets
Trade and other receivables $ 7,683 $ 7,947 $ (3,764 ) $ 4,183 $ 17,430 $ (14,138 ) $ 3,292
Inventories 48,540 45,872 1,617 47,489 53,661 6,074 59,735
Prepaid expenses and deposits 32,194 33,467 5,431 38,898 37,982 9,450 47,432
Total current assets 104,487 106,457 3,285 109,742 143,747 1,387 145,134
Non-current assets
Deferred income tax assets 13,107 25,372 1,113 26,485 23,285 1,699 24,984
Total non-current assets 542,764 572,711 1,173 573,884 585,620 1,699 587,319
Total assets $ 647,251 $ 679,228 $ 4,398 $ 683,626 $ 729,367 $ 3,085 $ 732,452
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables $ 18,938 $ 16,184 $ 194 $ 15,990 $ 10,216 $ - $ 10,216
Deferred revenue 8,395 - 7,932 7,932 - 8,181 8,181
Total current liabilities 36,659 28,462 7,737 36,199 16,517 8,181 24,698
Total non-current liabilities 99,833 100,037 - 100,037 103,771 - 103,771
Total liabilities 136,492 128,499 7,737 136,236 120,288 8,181 128,469
Equity
Accumulated deficit (605,764 ) (560,498 ) (3,339 ) (563,837 ) (501,934 ) (5,096 ) (507,030 )
Total equity 510,759 550,729 (3,339 ) 547,390 609,079 (5,096 ) 603,983
Total equity and liabilities $ 647,251 $ 679,228 $ 4,398 $ 683,626 $ 729,367 $ 3,085 $ 732,452
Net current assets $ 67,828 $ 77,995 $ (4,452 ) $ 73,543 $ 127,230 $ (6,794 ) $ 120,436
Total assets less current liabilities $ 610,592 $ 650,766 $ (3,339 ) $ 647,427 $ 712,850 $ (5,096 ) $ 707,754
As at As at
December 31, 2011 December 31, 2010
As
previously
reported


Adjustment


Restated
As
previously
reported


Adjustment


Restated
ASSETS
Current assets
Trade and other receivables $ 80,285 $ (64,051 ) $ 16,234 $ 30,246 $ (10,911 ) $ 19,335
Inventories 52,443 52,418 104,861 26,160 17,253 43,413
Prepaid expenses and deposits 38,308 6,453 44,761 10,264 - 10,264
Total current assets 294,603 (5,181 ) 289,422 576,237 6,342 582,579
Non-current assets
Deferred income tax assets 19,560 3,538 23,098 11,442 473 11,915
Total non-current assets 625,720 3,538 629,258 385,867 473 386,340
Total assets $ 920,323 $ (1,643 ) $ 918,680 $ 961,866 $ 6,816 $ 968,682
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables $ 52,235 $ (8,683 ) $ 43,552 $ 24,137 $ (2,591 ) $ 21,546
Deferred revenue - 17,653 17,653 - 10,827 10,827
Total current liabilities 58,536 8,970 67,506 30,449 8,236 38,685
Total non-current liabilities 145,607 - 145,607 252,527 - 252,527
Total liabilities 204,143 8,970 213,113 282,976 8,236 291,212
Equity
Accumulated deficit (398,820 ) (10,613 ) (409,433 ) (442,791 ) (1,420 ) (444,211 )
Total equity 716,180 (10,613 ) 705,567 678,890 (1,420 ) 677,470
Total equity and liabilities $ 920,323 $ (1,643 ) $ 918,680 $ 961,866 $ 6,816 $ 968,682
Net current assets $ 236,067 $ (14,151 ) $ 221,916 $ 545,788 $ (1,894 ) $ 543,894
Total assets less current liabilities $ 861,787 $ (10,613 ) $ 851,174 $ 931,417 $ (1,420 ) $ 929,997

About SouthGobi Resources

SouthGobi is listed on the Toronto and Hong Kong stock exchanges, in which Turquoise Hill Resources Ltd. ("Turquoise Hill"), also publicly listed in Toronto and New York, has a 57% shareholding. Turquoise Hill took management control of SouthGobi in September 2012 and made changes to the board and senior management. Rio Tinto has a majority shareholding in Turquoise Hill.

SouthGobi is focused on exploration and development of its metallurgical and thermal coal deposits in Mongolia's South Gobi Region. It has a 100% shareholding in SouthGobi Sands LLC, Mongolian registered company that holds the mining and exploration licences in Mongolia and operates the flagship Ovoot Tolgoi coal mine. Ovoot Tolgoi produces and sells coal to customers in China.

Forward-Looking Statements: This document includes forward-looking statements. Forward-looking statements include, but are not limited to, the respective timing of the filing of the Required Filings and the Restated Financials; the full impact of the revised revenue recognition practices on the financial statements subject to restatement; implications of financial statement restatements or delay in Required Filings with respect to the Company's existing contractual covenants; and other statements that are not historical facts. When used in this document, the words such as "plan," "estimate," "expect," "intend," "may," "likely" and similar expressions are forward-looking statements. Although SouthGobi believes that the expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements are disclosed under the heading "Risk Factors" in SouthGobi's Management Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2012 which is available at www.sedar.com.

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