ÐÇ¿Õ´«Ã½

 

Exhibit 99.2

Portman Limited
Consolidated Financial Statements
As of and for the Year Ended
31 December 2004
(Australian Currency)

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PORTMAN LIMITED
STATEMENT OF FINANCIAL PERFORMANCE
FOR THE YEAR ENDED 31 DECEMBER 2004
(Australian Currency)

                 
            2004  
    Notes     $’000  
 
Sales Revenue
    2 (a)     195,435  
 
               
Cost of Sales
            (111,827 )
 
Gross Profit
            83,608  
 
               
Other Revenues
    2 (a)     3,488  
 
               
Shipping and Selling Expenses
            (25,686 )
 
               
Marketing Expenses
            (993 )
 
               
Administrative Expenses
            (8,609 )
 
               
Borrowing Costs
    2 (b)     (89 )
 
               
Other Expenses
    2 (b)     (5,763 )
 
Profit from ordinary activities before income tax
            45,956  
 
               
Income tax expense relating to ordinary activities
    3       (13,203 )
 
 
               
Net Profit
    24       32,753  
 
 
               
Basic earnings per share – cents
    25       18.87  
 
 
               
Diluted earnings per share – cents
    25       18.77  
 

The accompanying notes form part of this Statement of Financial Performance.

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PORTMAN LIMITED
STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2004
(Australian Currency)

                 
            2004  
    Notes     $’000  
 
CURRENT ASSETS
               
Cash Assets
    5       17,753  
Receivables
    6       18,918  
Inventories
    7       27,895  
Other Assets
    8       25,175  
 
 
               
TOTAL CURRENT ASSETS
            89,741  
 
 
               
NON CURRENT ASSETS
               
Receivables
    9       1,596  
Inventories
    10       18,724  
Property, Plant and Equipment
    12       119,344  
Deferred Tax Assets
    13       2,083  
Other Assets
    14       10,580  
 
 
               
TOTAL NON CURRENT ASSETS
            152,327  
 
 
               
TOTAL ASSETS
            242,068  
 
 
               
CURRENT LIABILITIES
               
Payables
    15       21,881  
Interest Bearing Liabilities
    16       62  
Tax Liabilities
    17       3,538  
Provisions
    18       608  
Other Liabilities
    19       25,174  
 
 
               
TOTAL CURRENT LIABILITIES
            51,263  
 
 
               
NON CURRENT LIABILITIES
               
Deferred Tax Liabilities
    20       11,566  
Provisions
    21       2,520  
Other Liabilities
    22       7,692  
 
 
               
TOTAL NON CURRENT LIABILITIES
            21,778  
 
 
               
TOTAL LIABILITIES
            73,041  
 
 
               
NET ASSETS
            169,027  
 
 
               
EQUITY
               
Contributed Equity
    23       105,681  
Retained Profits
    24       63,346  
 
 
               
TOTAL EQUITY
            169,027  
 

The accompanying notes form part of this Statement of Financial Position.

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PORTMAN LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2004
(Australian Currency)

                 
            2004  
    Notes     $’000  
 
CASH FLOWS FROM OPERATING ACTIVITIES
               
Receipts from customers
            186,674  
Payments to suppliers and employees
            (169,148 )
Income tax paid
            (6,984 )
GST recovered
            14,104  
Interest received
            1,894  
Interest and other costs of finance paid
            (89 )
 
 
               
Net Cash Flows From Operating Activities
    35 (a)     26,451  
 
 
               
CASH FLOWS FROM INVESTING ACTIVITIES
               
Proceeds from sale of plant and equipment
            15  
Payments for property, plant and equipment
            (6,589 )
Payments for mining ventures and tenements
            (31,523 )
Proceeds from sale of listed investments
            1,154  
 
 
               
Net Cash Flows Used In Investing Activities
            (36,943 )
 
 
               
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from share issues
            5,356  
Payment for share buy-back
            (5,703 )
Repayment of lease liabilities
            (716 )
Dividends paid
            (14,904 )
 
 
               
Net Cash Flows Used In Financing Activities
            (15,967 )
 
 
               
NET (DECREASE)/INCREASE IN CASH HELD
            (26,459 )
Cash at the beginning of the year
            44,212  
 
 
               
CASH AT THE END OF THE YEAR
    5       17,753  
 

For the purpose of the cash flow statements, cash includes cash on hand, cash at bank and investments in short term money market instruments with original maturities of 90 days or less.

The accompanying notes form part of this Statement of Cash Flows.

This Statement of Cash Flow complies with IAS 7 “Cash Flow Statements”.

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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2004
(All amounts are reflected in Australian currency unless otherwise noted)

NOTE 1:

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements of Portman Limited (the “Company”) have been prepared in accordance with applicable Australian Accounting Standards with the exclusion of the presentation of the stand alone Parent company financial statements. Other mandatory professional reporting requirements (Urgent Issues Group Consensus Views) have also been complied with. These consolidated financial statements have been prepared to fulfill ÐÇ¿Õ´«Ã½ Inc (“Cliffs”), majority shareholder as of March 31, 2005 (as fully described in Note 37), reporting requirements in the United States of America.

The financial report has been prepared in accordance with the historical cost convention.

(a)   Change in Accounting Estimate — Depreciation
 
    The accounting policies adopted are consistent with those of the previous year. However from 1 January 2004 the method of depreciation of certain production, rail and port assets was changed from a straight line basis over 10 years to a production output basis. The new method is considered to be a change in estimate and is more appropriate as it reflects the pattern in which the assets future economic benefits are consumed by the Company. The effect of this change from 1 January 2004 was to increase net profit after tax by $469,000.
 
(b)   Principles of Consolidation
 
    The consolidated financial statements include all entities in which Portman Limited has effective control. A listing of these controlled entities is included in Note 11.
 
    Where control of an entity has been acquired during the year, its results are included in the consolidated Statement of Financial Performance from the date on which control commences. Where control of an entity ceases during the year its results are included for that part of the year during which control existed.
 
    The effects of all transactions between entities in the consolidated financial statements are eliminated in full.
 
(c)   Mining Ventures and Tenements
 
    Costs carried forward

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    Costs incurred during exploration, evaluation, development and construction activities related to an area of interest are accumulated. Costs are carried forward provided such costs are expected to be recouped through successful development, or by sale, or where exploration and evaluation activities have not at balance date reached a stage to allow a reasonable assessment regarding the existence of economically recoverable reserves.
 
    Costs carried forward in respect of an area of interest that is abandoned are written off in the year in which the decision to abandon is made.
 
    Rehabilitation costs
 
    Costs of rehabilitation work are provided for and treated as production costs.
 
    Costs are recognised over the life of the mine based on production. The provision is to be applied against all rehabilitation costs including reclamation, infrastructure removal and waste treatment.
 
    These estimates of the restoration obligations are based on anticipated technology and legal requirements and future costs, which have been discounted to their present value. The provision for rehabilitation is reassessed half yearly and annually.
 
    Amortisation
 
    Costs on productive areas are amortised over the life of the area of interest to which such costs relate on a production output basis.
 
(d)   Depreciation of Property, Plant and Equipment
 
    Depreciation is calculated on the straight line basis or the production output basis so as to write off the costs of the assets over their estimated useful lives. The Company reviews the estimate of useful lives on an annual basis and after major revisions in the underlying reserves of its mine properties.
 
    Major depreciation periods are as follows:

         
Asset Class   Basis   2004
Plant and equipment
  Straight Line   5 – 13 years
Plant and equipment   Production Output   14 years (approx.)
Motor vehicles, furniture &
equipment
  Straight Line   3 - 5 years

(e)   Taxes
 
    Income Tax
 
    Tax-effect accounting is applied using the liability method whereby income tax is regarded as an expense and is calculated on the accounting profit after allowing for permanent differences. To the extent timing differences occur between the time items are recognised in the financial statements and when items are taken into account in determining taxable income, the net related

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    taxation benefit or liability, calculated at current rates, is disclosed as a future income tax benefit or a provision for deferred income tax. The net future income tax benefit relating to tax losses and timing differences is not carried forward as an asset unless the benefit is virtually certain of being realised.
 
    Goods and Services Tax (GST)
 
    Revenues, expenses and assets are recognised net of the amount of GST except:

    where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
 
    receivables and payables are stated with the amount of GST included.

    The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position.
 
    Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.
 
    Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
 
(f)   Interests in Joint Venture Operations
 
    The Company’s share of the assets, liabilities, revenue and expenses of Joint Venture Operations are proportionately consolidated in the appropriate items of the Company’s Statement of Financial Position and Performance. Details of the Company’s interests are shown in Note 26.
 
(g)   Inventories
 
    Inventories are physically measured and are valued at the lower of cost and net realisable value. In determining cost, a weighted average basis is used which includes direct mining and associated costs, labour and transportation costs and an appropriate portion of fixed and variable overhead expenditure.
 
(h)   Foreign Currency Transactions and Balances
 
    Foreign currency transactions during the year are converted to Australian currency at the rates of exchange applicable at the dates of each transaction. Amounts receivable and payable in foreign currencies at year end are converted at the rates of exchange ruling at year end.

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    Specific Hedges
 
    Hedging is undertaken in order to avoid or minimise possible adverse financial effects of movements in exchange rates. Where sales are specifically hedged, exchange gains or losses on the hedging transaction arising up to the date of sale and costs, premiums and discounts relative to the hedging transaction are deferred and included in measurement of the sale. Unrealised exchange gains and losses at each balance date are deferred and recognised in the Statement of Financial Position.
 
    General Hedges
 
    Where hedging is put in place that does not cover specific future transactions the unrealised exchange gains or losses on the hedging transaction that exist at year end are included in the Statement of Financial Performance.
 
(i)   Employee Entitlements
 
    Where material, provision is made in the financial statements for benefits accruing to employees in relation to the following matters:

  i)   Wages and Salaries and Annual Leave
 
      Liabilities for wages and salaries, annual leave, sick leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled.
 
  ii)   Long Service Leave
 
      Long service leave is accrued in respect of all employees with more than 5 years service. The result produced by this method of calculation is not materially different from a calculation based on the present value of expected future payments to be made in respect of services provided by all employees up to the year end. The discount rate used is based on the market determined, risk adjusted discount rates.
 
  iii)   Superannuation
 
      Contributions are made by the Company for superannuation and are charged as expenses when incurred. The Economic Entity has no legal obligation to meet any shortfall in the fund’s obligations to provide benefits to employees on retirement.

(j)   Leases
 
    Finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to ownership of the leased items, are capitalised at the present value of the minimum lease payments, disclosed as plant and

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    equipment under lease, and amortised over the period the Company is expected to benefit from the use of the plant and equipment under lease.
 
    Operating lease payments, where the lessors effectively retain substantially all of the risks and benefits of ownership of the leased items, are included in the determination of the profit from ordinary activities in equal instalments over the lease term.
 
(k)   Investments
 
    Listed shares held for trading are carried at net market value. Changes in net market value are recognised as revenue or expense in the Statement of Financial Performance for the period.
 
    Where listed shares have been revalued, any capital gains tax which may become payable has not been taken into account in determining the revalued carrying amount. Where it is expected that a liability for capital gains tax exists, this amount is recognised in the Statement of Financial Performance for the reporting period.
 
    All other non-current investments are carried at the lower of cost and recoverable amount.
 
    Dividend income is recognised in the Statement of Financial Performance when received.
 
    The principles of consolidation of controlled entities are set out in Note 1(b).
 
(l)   Acquisition of Assets
 
    The cost method of accounting is used for all acquisitions of assets regardless of whether shares or other assets are acquired. Cost is determined as the fair value of the assets given up at the date of acquisition plus costs incidental to the acquisition.
 
(m)   Acquisition Costs
 
    The acquisition costs of assets are capitalised and amortised over the periods of their expected benefits.
 
(n)   Earnings per Share
 
    Basic earnings per share (EPS) is calculated as net profit attributable to members divided by the weighted average number of ordinary shares.
 
    Diluted EPS is calculated as net profit attributable to members, adjusted for:

    costs of servicing equity (other than dividends) and preference share dividends;
 
    the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and

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    other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;

    divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.
 
(o)   Non Current Assets
 
    Non current assets are stated at amounts not exceeding their recoverable amount.
 
    Recoverable Amount of Non Current Assets
 
    The recoverable amount of an asset is the net amount expected to be recovered through the net cash inflows arising from its continued use and subsequent disposal.
 
    Where the carrying amount of a non current asset is greater than its recoverable amount the asset is written-down to its recoverable amount. Where net cash inflows are derived from a group of assets working together, the recoverable amount is determined on the basis of the relevant group of assets.
 
    The expected net cash flows included in determining recoverable amounts of non current assets are discounted to their present values using market determined, risk adjusted discount rates.
 
    Potential capital gains tax is not taken into account in determining revaluation amounts unless there is an intention to sell the assets concerned.
 
(p)   Financial Instruments included in Equity
 
    Ordinary share capital is recorded at consideration received. The costs of issuing shares are charged against share capital. Ordinary share capital bears no special terms or conditions affecting income or capital entitlements of the shareholders.
 
(q)   Financial Instruments included in Liabilities
 
    Loans and bills payable are recognised when issued at the amount of the net proceeds received, with any premium or discount on issue amortised over the period to maturity. Interest is recognised as an expense over the period the loans and bills are outstanding.
 
(r)   Financial Instruments included in Assets
 
    Trade debtors are initially recorded at the amount of contracted sales proceeds. Sales to foreign customers are either unsecured or under letter of credit arrangements, depending on the quality of customer credit.

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    Insurance claims receivable are brought to account when liability for a claim is acknowledged by the under-writer, at which time amounts receivable from the customer are written off.
 
    Provision for doubtful debts is recognised to the extent that recovery of the outstanding receivable balance is considered less than likely. Any provision established is based on a review of all outstanding amounts at balance date. A specific provision is maintained for identified doubtful debts, and a general provision is maintained in respect of receivables which are doubtful of recovery but which have not been specifically identified.
 
    Foreign currency options and forward exchange contracts are entered into as specific hedges of current receivables and future transactions and are recognised as either an asset or liability in the Statement of Financial Position. The premium or discount and gain or loss is deferred and included in the initial measurement of the anticipated item being hedged. Where it becomes probable that some or all of the hedged transactions will not occur as designated the deferred gains and losses relating to those transactions that are no longer expected to occur as designated are recognised immediately in the Statement of Financial Performance.
 
    Bank deposits, bills of exchange, promissory notes, loans, marketable securities and marketable equity securities are carried at the lower of cost or recoverable amount. Interest revenue is recognised over the period the financial assets are outstanding.
 
    Dividend revenue is recognised when the dividends are received.
 
    Purchases and sales of investments are recognised on the trade date.
 
(s)   Employee Share Option Ownership Schemes
 
    Certain employees are entitled to participate in share option ownership schemes. Details of these schemes are included in Note 29. There are no amounts required to be included in the financial accounts in relation to these schemes.
 
(t)   Payables
 
    Liabilities for trade creditors and other amounts are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Company.
 
    Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual basis.
 
    Deferred cash settlements are recognised at the present value of the outstanding consideration payable on the acquisition of an asset discounted at prevailing commercial borrowing rates.

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(u)   Revenue Recognition
 
    Sales revenue and revenue from the sale of assets is recognised when the property in the product or asset has passed to the buyer. Foreign currency revenues are converted to Australian dollars in accordance with the Foreign Currency Transaction and Balances policy described above.
 
    Interest revenue is recognised upon gaining control of the right to receive payment.
 
(v)   Provisions
 
    Provisions are recognised when the Company has a legal, equitable or constructive obligation to make a future sacrifice of economic benefits to other entities as a result of past transactions or other past events, it is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation.
 
    A provision for dividends is not recognised as a liability unless the dividends are declared, determined or publicly recommended on or before the reporting date.
 
(w)   Deferred Waste
 
    The costs of waste mined from pits in advance of ore are deferred and recognised in the Statement of Financial Position on a unit of ore production basis using medium term schedule projections of recoverable ore reserves and waste stripping for each pit, and having regard to long term projections.

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    2004  
    $’000  
   

NOTE 2:
PROFIT AND LOSS ITEMS

         
(a) Profit from ordinary items after crediting the following revenues:
       
Sales Revenue
       
Product Sales
    195,435  
 
Other Revenue
       
Interest received from other corporations
    1,704  
Management fees
    136  
Proceeds on sale of investments
    1,154  
Proceeds from sale of plant and equipment
    15  
Agency Fee
    456  
Other income
    23  
 
Total Other Revenue
    3,488  
 
Total Revenue from Ordinary Activities
    198,923  
 
 
       
(b) Profit from ordinary items after charging the following expenses:
       
 
       
Borrowing Costs
       
Interest paid/payable to other corporations
    60  
Finance lease charges
    29  
 
Interest expense
    89  
 
 
       
Other Expenses
       
Other Expenses include the following specific items:
       
Provision for write down of rail receivable
    (301 )
Provision for write down of inventory to net realisable value
    4,794  
Carrying value of investments sold
    1,247  
Written down value of plant and equipment sold
    17  
 
Total specific items
    5,757  
Other Expenses
    6  
 
Total Other Expenses
    5,763  
 
 
       
(c) Other Disclosures
       
Amortisation and depreciation
       
Mining ventures and tenements
    6,746  
Plant and equipment
    2,616  
Plant and equipment under finance lease
    106  
Other expense items
       
Operating lease charges
    368  
Government royalties
    11,338  
Provision for rehabilitation
    881  
Gain/(loss) on sale of property, plant & equipment
    (2 )
Gain/(loss) on sale of investments
    (93 )

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    2004  
    $’000  
   

NOTE 3:
INCOME TAX

The difference between income tax expense provided in the financial statements and the prima facie income tax expense is reconciled as follows:

         
 
Profit from ordinary activities before income tax expense
    45,956  
Prima facie tax thereon at 30%
    13,787  
Tax effect of permanent and other differences:
       
Amortisation not deductible
    260  
Research and development uplift deductions
    (755 )
Other permanent differences
    (88 )
Benefit from tax losses not previously brought to account
    (1 )
 
       
 
 
       
Total income tax expense attributable to profit from ordinary activities
    13,203  
 

The economic entity has estimated capital tax losses, the benefit of which at 30%, have not been brought to account as follows:

         
Capital losses
    14,571  
 

The benefit for the capital tax losses will only be obtained if:

(i)   the Company derives future assessable income of a nature and amount sufficient to enable the benefit from the deductions to be realised;
 
(ii)   the Company continues to comply with conditions for deductibility imposed by tax legislation; and
 
(iii)   no changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the losses.

Tax Consolidation

Effective 1 January 2004, for the purposes of income taxation, Portman Ltd and its 100% owned subsidiaries formed a tax consolidated group. Members of the group have entered into a tax sharing arrangement in order to allocate income tax expense to the wholly-owned subsidiaries on a notional income tax basis. Amounts owed by the subsidiaries to the head entity are non-interest bearing and are repayable on demand by the head entity. The head entity of the tax consolidated group is Portman Ltd.

There were no material changes to the deferred tax balances as a result of the revised tax legislation.

Portman Ltd has not formally notified the Australian Tax Office of its adoption of the tax consolidation regime, but will do so when it lodges its income tax return for the year ended 31 December 2004.

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    2004  
    $’000  
   

NOTE 4
DIVIDENDS PAID OR PROVIDED FOR ON
ORDINARY SHARES

         
 
(a) Dividends paid during the year
       
(i) Current year interim
       
Franked dividends (4.5c per share)
    7,876  
 
(ii)Previous year final
       
Franked dividends (4c per share)
    7,028  
 
 
       
(b) Dividends Proposed
       
A decision on the future dividend policy, including a final dividend for 2004, will be considered at the August 2005 Portman Board meeting.
       
 
       
(c) Franking credit balance
       
The amount of franking credits available for the subsequent financial year are:
       
- franking account balance as at the end of the financial year at 30%
    1,440  
- franking credits that will arise from the payment of income tax payable as at the end of the financial year
    2,370  
 
 
       
 
    3,810  
 

The Company’s franking year extends for twelve months after its financial year.

         
     
     
   

NOTE 5:
CASH ASSETS (CURRENT)

         
Cash at bank or on hand
    3,855  
Investments in short term money market instruments
    13,898  
 
 
       
 
    17,753  
 

Investments in short term money market instruments are bearing fixed interest rates of 5.65%.

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            2004  
    Notes     $’000  
       

NOTE 6
RECEIVABLES (CURRENT)

                 
Trade debtors
    (a )     11,415  
Other receivables
    (b )     7,503  
 
 
               
 
            18,918  
 

Terms and conditions

(a)   Trade debtors are generally non-interest bearing with the majority settled within 30 days from the date of shipment.
 
(b)   Other receivables are non-interest bearing and have repayment terms between 30 and 90 days.

NOTE 7:
INVENTORIES (CURRENT)

                 
Work in progress (run of mine stocks) – at cost
            19,352  
Work in progress (run of mine stocks) – at net realisable value
            632  
Finished goods (stockpiles awaiting shipment) – at cost
            7,911  
 
 
               
 
            27,895  
 

NOTE 8:
OTHER ASSETS (CURRENT)

                 
Prepayments
            573  
Hedge contract receivable
            24,059  
Deferred waste removal
            543  
 
 
               
 
            25,175  
 

NOTE 9:
RECEIVABLES (NON CURRENT)

                 
Other debtors
    (a )     1,596  
 
 
               
 
            1,596  
 

Terms and Conditions

(a)   Other debtors are non-interest bearing and are due for repayment over 5 years. Other debtors have been recorded at the present value of the expected future cash flows discounted at market determined risk adjusted discount rates.

NOTE 10:
INVENTORIES (NON CURRENT)

                 
Work in progress (run of mine stocks) — at net realisable value
            18,724  
 

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NOTE 11:
OTHER FINANCIAL ASSETS (NON CURRENT)

(a) Controlled Entities of Portman Limited

                 
            Percentage  
            Held  
    Country of     2004  
    Incorporation     %  
Cockatoo Island Holdings Pty Ltd
  Australia     100  
Pelsoil Limited
  Australia     100  
Portman Investments Pty Ltd
  Australia     100  
Portman Finance Pty Ltd
  Australia     100  
Portman Mining Limited
  Australia     100  
Portman Management Pty Ltd
  Australia     100  
Portman Iron Ore Limited
  Australia     100  
Portman Coal Investments Pty Ltd
  Australia     100  
Koolyanobbing Iron Pty Ltd
  Australia     100  
Esperance Iron Limited
  Australia     100  
 

22


 

         
    2004  
    $’000  
   

NOTE 12:
PROPERTY, PLANT AND EQUIPMENT (NON CURRENT)

         
(a) Mining Ventures and Tenements at cost
       
Opening balance
    54,434  
Expenditure incurred during the year
    31,530  
Amortisation during the year
    (6,746 )
 
 
Closing balance
    79,218  
 
Represented by:
       
Exploration and evaluation expenditure at cost
    1,045  
 
 
       
Development properties at cost
    1,267  
 
 
       
Mine properties at cost
    95,345  
 
Less accumulated amortisation
    (18,439 )
 
 
    76,906  
 
       
Total at cost:
       
Exploration and Evaluation Expenditure
    1,045  
Development properties
    1,267  
Mine properties
    95,345  
 
 
    97,657  
 
       
Less accumulated amortisation
    (18,439 )
 
Total Mining Ventures and Tenements
    79,218  
 
 
       
(b) Plant and Equipment
       
Plant and equipment at cost
       
Opening balance
    36,276  
Expenditure incurred during the year
    6,588  
Disposals
    (16 )
Depreciation/amortisation during the year
    (2,722 )
 
 
       
Closing balance
    40,126  
 
 
       
Plant and equipment at cost
    51,863  
Less accumulated depreciation
    (13,902 )
 
 
       
 
    37,961  
 
 
       
Plant and equipment under finance lease
    3,294  
Less accumulated amortisation
    (1,129 )
 
 
       
 
    2,165  
 
 
       
Total Plant and Equipment
    40,126  
 
 
       
Total Property, Plant and Equipment
    119,344  
 

23


 

         
    2004  
    $’000  
   

NOTE 13:
DEFERRED TAX ASSETS (NON CURRENT)

         
Future income tax benefit:
       
Attributable to timing differences
    2,083  
 

NOTE 14:
OTHER ASSETS (NON CURRENT)

         
Hedge contract receivable
    7,523  
Deferred foreign exchange loss
    169  
Prepaid option expense
    169  
Deferred waste removal
    2,719  
 
 
    10,580  
 

NOTE 15:
PAYABLES (CURRENT)

         
Trade creditors and accruals
    21,881  
 

Terms and Conditions

(a)   Trade creditors and accruals are non-interest bearing and are normally settled on 30 day terms.

NOTE 16:
INTEREST BEARING LIABILITIES (CURRENT)

         
Finance lease liabilities (refer Note 30)
    62  
 

NOTE 17:
TAX LIABILITIES (CURRENT)

         
Income tax payable
    3,538  
 

NOTE 18:
PROVISIONS (CURRENT)

         
Employee entitlements (refer Note 29)
    608  
 

NOTE 19:
OTHER LIABILITIES (CURRENT)

         
Deferred foreign exchange gain on hedge contracts
    24,059  
Deferred foreign exchange gain on pre delivery into designated hedge contracts
    1,115  
 
 
       
 
    25,174  
 

NOTE 20:
DEFERRED TAX LIABILITIES (NON CURRENT)

         
Provision for deferred income tax
       
Attributable to timing differences
    11,566  
 

24


 

         
    2004  
    $’000  
   

NOTE 21:
PROVISIONS (NON CURRENT)

         
Rehabilitation provision
    2,344  
Employee entitlements (refer Note 29)
    176  
 
 
    2,520  
 

NOTE 22:
OTHER LIABILITIES (NON CURRENT)

         
Deferred foreign exchange gain on hedge contracts
    7,523  
Hedge contract payable
    169  
 
 
    7,692  
 

NOTE 23:
CONTRIBUTED EQUITY

                         
              2004    
 
            Number of      
            Shares     $’000  
(a) Contributed Equity
                       
Balance at beginning of the year
            174,425,712       106,028  
Options exercised
            4,962,498       5,356  
Share buy-back
    (i )     (3,775,137 )     (5,703 )
 
Balance at end of the year
            175,613,073       105,681  
 
 
(i)   Portman Limited undertook an on-market share buy-back as part of a capital management initiative designed to optimise the Company’s capital structure and enhance returns to equity holders. As a result 3,775,137 fully paid ordinary shares were bought back by Portman Limited at a weighted average price of $1.51. The total cost of the buy-back was $5,702,929, which was all debited to the contributed equity account.
 
(b)   Share Options
 
    Employee Share Option Plan, Non Employee Share Option Plan and Directors’ Options
Details of options issued, cancelled and exercised during the year and options outstanding at 31 December 2004 are included in Note 29.
 
(c)   Terms and Conditions of Contributed Equity
 
    Ordinary shares
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.
 
    Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.

25


 

         
    2004  
    $’000  
   

NOTE 24:
RETAINED PROFITS

         
Balance at the beginning of year
    45,497  
Net profit attributable to members of Portman Limited
    32,753  
 
 
       
Total available for appropriation
    78,250  
Dividends provided for or paid
    (14,904 )
 
 
       
Balance at end of year
    63,346  
 

NOTE 25:
EARNINGS PER SHARE

         
    2004  
    $’000  
 
Basic earnings per share – cents
    18.87  
Diluted earnings per share – cents
    18.77  

The following reflects the income and share data used in the calculations of basic and diluted earnings per share:

         
(a) Income data
       
Net profit / (loss)
    32,753  
Adjustments
     
 
 
       
Earnings used in calculating basic and diluted earnings per share
    32,753  
 
         
    2004  
    Number  
    of shares  
(b) Share data
       
Weighted average number of ordinary shares used in calculating basic earnings per share:
    173,612,937  
 
       
Effect of dilutive securities:
       
Share options
    894,323  
 
Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share:
    174,507,260  
 

(c)   Conversions, calls, subscription or issues after 31 December 2004
 
    Since the end of the financial year, 77,000 ordinary shares have been issued pursuant to the ESOP.
 
(d)   Options
 
    Details of options are set out in Note 29.

26


 

NOTE 26:
INTERESTS IN JOINT VENTURE OPERATIONS

(a) The Company has an interest in joint venture operations as follows:

                 
            Interest held in  
            share of output  
            2004  
Joint Venture Operations   Principal activities     %  
Cockatoo Island Joint Venture Operation
  Iron ore mining     50 %

(b)   Cockatoo Island Joint Venture operation net assets
 
    The Company’s share of the assets and liabilities of the joint venture operation which have been included in the financial statements is:

         
    2004  
    $’000  
CURRENT ASSETS
       
Receivables
    136  
Inventories
    1,419  
 
 
       
 
    1,555  
 
 
       
NON CURRENT ASSETS
       
Property, plant and equipment
    10,671  
 
 
       
TOTAL ASSETS
    12,226  
 
 
       
CURRENT LIABILITIES
       
Payables
    144  
 
       
NON CURRENT LIABILITIES
       
Provisions
    528  
Deferred foreign exchange gain
    119  
 
 
       
 
    647  
 
 
       
TOTAL LIABILITIES
    791  
 
 
       
NET ASSETS EMPLOYED
    11,435  
 

For details of capital expenditure commitments and contingent liabilities relating to the joint venture operation refer to Notes 30 and 32 respectively.

27


 

         
    2004  
    $’000  
   

NOTE 27:
REMUNERATION OF AUDITORS

Amounts paid or due and payable to the auditors for:

Auditing the accounts and consolidated accounts of Portman Limited and the accounts for each of its controlled entities

         
Our auditors
    79  
 
 
       
 
    79  
 
 
       
Other services provided by our auditors:
       
Taxation Advisory
       
- Compliance
    75  
- Research and Development
    90  
- Other
    18  
Accounting Advisory
       
- International Financial Reporting Standards
    15  
Corporate Finance Advisory
       
- Audit of Corporate Financial Model
    33  
 
 
       
 
    231  
 
 
       
 
    310  
 
 
       
Amounts paid or due and payable to accounting firms other than our auditors:
       
Accounting Advisory
       
- International Financial Reporting Standards
    11  
Other Services
       
- Risk Management Review
    39  
 
 
       
 
    50  
 
 
       
 
    360  
 

The auditors received no other benefits.

The Company is satisfied that the other services provided by our auditors have not impaired their independence with regard to the audit services provided.

28


 

NOTE 28:
REMUNERATION OF DIRECTORS AND EXECUTIVES

(a)   Details of Specified Directors and Specified Executives

(i)   Specified directors

     
GF Jones
  Chairman (non-executive)
BJ Eldridge
  Managing Director
R Knight
  Director (non-executive)
MD Perrott
  Director (non-executive)
FE Harris
  Director (non-executive)
MH Macpherson
  Director (non-executive)

(ii)   Specified executives

     
GT Clifford
  Company Secretary/General Manager Administration
RR Mehan
  Chief Operating Officer
AJ Schoer
  Chief Financial Officer
P Nolan
  Manager Operations – Koolyanobbing
S Fujikawa
  General Manager — Marketing
J Shellabear *
  General Manager Business Development
P Bilbe *
  Manager Development
 
*   ceased employment during the year

(b)   Remuneration of Specified Directors and Specified Executives
 
(i)   Remuneration Policy
 
    Remuneration of directors and senior executives of the Company is established by the Nomination and Remuneration Committee. The Nomination and Remuneration Committee’s role is to review and make recommendations to the Board on remuneration packages and policies. This role also includes responsibility for share option schemes, incentive performance packages, superannuation entitlements, retirement and termination entitlements, fringe benefits policies and professional indemnity and liability insurance policies. Remuneration levels are competitively set to attract the most qualified and experienced directors and senior executives. The Nomination and Remuneration Committee meets as required.
 
    The key performance indices upon which the cash bonuses are paid are determined annually by the Nomination and Remuneration Committee. The primary key performance indices used for the 2004 cash bonuses were the achievement of annual corporate safety and financial targets. The most significant financial targets were net profit after tax and operating cash flow.
 
    In the event of a redundancy, the employment contracts of the Managing Director and certain Specified Executives contain payout clauses ranging from six to twelve months of their respective base salary.

29


 

NOTE 28:
REMUNERATION OF DIRECTORS AND EXECUTIVES (CONTINUED)

(ii) Remuneration of Specified Directors and Specified Executives

                                                         
    Primary     Post Employment                    
    Salary &                     Retirement     Equity              
    Fees     Cash Bonus     Super-annuation     benefits     Options     Other     Total  
    $     $     $     $     $     $     $  
 
Specified Directors
                                                       
GF Jones
2004
    113,282             10,048             106,000             229,330  
 
                                                       
BJ Eldridge
2004
    508,707       237,899       11,293             119,150             877,049  
 
                                                       
R Knight
2004
    70,331             6,330                         76,661  
 
                                                       
MD Perrott
2004
    70,331             6,330                         76,661  
 
                                                       
FE Harris
2004
    74,329             6,690                         81,019  
 
                                                       
MH Macpherson
2004
    95,737             8,617                         104,354  
 
                                                       
Total Remuneration: Specified Directors                                        
2004
    932,717       237,899       49,308             225,150             1,445,074  
 
 
Specified Executives
                                                       
RR Mehan
2004
    284,959       68,250       11,293             18,603             383,105  
 
                                                       
GT Clifford
2004
    211,656       38,603       11,293             28,270             289,822  
 
                                                       
AJ Schoer
2004
    290,746       62,920       11,293             22,342             387,301  
 
                                                       
J Shellabear (i)
2004
    133,711             5,492             19,842       130,000       289,045  
 
                                                       
P Bilbe (i)
2004
    68,526             2,750                   11,764       83,040  
 
                                                       
P Nolan (ii)
2004
    183,707       32,184       11,293             20,150       62,700       310,034  
 
                                                       
S Fujikawa
2004
    203,500       46,794                   39,570             289,864  
 
                                                       
Total Remuneration: Specified Executives                                        
2004
    1,376,805       248,751       53,414             148,777       204,464       2,032,211  

30


 

NOTE 28:
REMUNERATION OF DIRECTORS AND EXECUTIVES (CONTINUED)

(i)   Remuneration for J Shellabear and P Bilbe includes redundancy payments included in “other”.
 
(ii)   P Nolan receives various remote living allowances which is included in “other”.

(c) Remuneration options: Granted and vested during the year

                                                         
                            Terms & Conditions for Each Grant  
                            Value per     Exercise              
                            option at     Price per     First     Last  
    Vested     Granted     Grant     grant date     share     Exercise     Exercise  
    Number     Number     Date     $     $     Date     Date  
 
Specified Directors                                                
GF Jones
    333,333                                      
BJ Eldridge
    500,000                                      
 
                                                       
Specified Executives                                                
RR Mehan
    66,667                                      
GT Clifford
    100,000                                      
AJ Schoer
    83,333                                      
P Nolan
    50,000                                      
S Fujikawa
    100,000                                                  
J Shellabear
    83,333                                      
 
                                                       
                                             
Total
    1,316,666                                                
                                             

No options were granted as equity compensation benefits to specified directors or specified executives during the financial year.

31


 

(d) Shares issued on exercise of remuneration options

                         
    Shares              
    issued     Paid     Unpaid  
    Number     $ per share     $ per share  
 
Specified Directors
                       
GF Jones
    750,000       0.984        
GF Jones
    1,000,000       1.227        
BJ Eldridge
    500,000       1.031        
MD Perrott
    500,000       0.984        
 
                       
Specified Executives
                       
RR Mehan
    67,000       1.153        
RR Mehan
    33,000       1.160        
GT Clifford
    120,000       1.153        
AJ Schoer
    63,000       1.160        
P Nolan
    33,000       2.427        
P Nolan
    67,000       1.153        
S Fujikawa
    100,000       1.153        
S Fujikawa
    50,000       0.700        
S Fujikawa
    33,000       1.160        
 
                     
Total
    3,316,000                  
 
                     

32


 

NOTE 28:
REMUNERATION OF DIRECTORS AND EXECUTIVES (CONTINUED)

(e) Option holdings of Specified Directors and Specified Executives

                                                                 
                                            Vested at 31 December 2004  
    Balance at                                                  
    beginning of                     Net     Balance at end             Not        
    period     Granted as     Options     Change     of period             exercis-        
    1 Jan 04     Remuneration     Exercised     Other     31 Dec 04     Total     able     Exercisable  
    No.     No.     No.     No.     No.     No.     No.     No.  
 
Specified Directors                                                        
GF Jones
    1,750,000             1,750,000                                
BJ Eldridge
    1,500,000             500,000             1,000,000                    
MD Perrott
    500,000             500,000                                
 
                                                               
Specified Executives                                                        
RR Mehan
    167,000             100,000             67,000       333             333  
AJ Schoer
    250,000             63,000             187,000       20,333             20,333  
GT Clifford
    270,000             120,000             150,000       83,333             83,333  
P Nolan
    117,000             100,000             17,000       333             333  
S Fujikawa
    250,000             183,000             67,000       333             333  
 
                                                               
     
Total
    4,804,000             3,316,000             1,488,000       104,665             104,665  
     

(f) Shareholdings of Specified Directors and Specified Executives

                                         
    Balance     Granted as     On Exercise of             Balance  
    1 Jan 04     Remuneration     Options     Shares Sold     31 Dec 04  
    No.     No.     No.     No.     No.  
 
Specified Directors
                                       
GF Jones
    3,000,000             1,750,000             4,750,000  
BJ Eldridge
    157,000             500,000             657,000  
MD Perrott
    120,000             500,000             620,000  
R Knight
    100,000                         100,000  
 
                                       
Specified Executives
                                       
RR Mehan
                100,000       (100,000 )      
AJ Schoer
                63,000       (63,000 )      
GT Clifford
    20,000             120,000       (120,000 )     20,000  
P Nolan
                100,000       (67,000 )     33,000  
S Fujikawa
                183,000       (183,000 )      
 
                                       
     
Total
    3,397,000             3,316,000       (533,000 )     6,180,000  
     

All equity transactions with specified directors and specified executives other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arm’s length.

33


 

         
    2004  
    $’000  
   

NOTE 29:
EMPLOYEE ENTITLEMENTS

         
 
Provision for employee entitlements – current
    608  
Provision for employee entitlements – non current
    176  
 
 
       
[refer Notes1(i), 18 and 21]
    784  
 
The number of employees as at year end
    78  
 

Portman Limited Employee Option Plans

Portman Limited previously had two employee option plans in existence. The Employee Option Plan (EOP) and the Employee Share Option Plan (ESOP). All options issued under the Portman Limited Employee Option Plan (EOP) have been exercised, have expired or have been cancelled. The Portman Limited Employee Share Option Plan (ESOP) is the only plan now operating.

In addition, Portman has issued options called Directors Options that are not under, but are subject to the rules of, the ESOP and Non ESOP Options that are separate entirely from the ESOP.

Portman Limited Employee Share Option Plan (Unquoted Securities)

The Portman Limited Employee Share Option Plan (ESOP) was adopted by the shareholders of the Company on 8 April 1998 to effectively replace the EOP referred to above. The ESOP contains Company performance hurdles that must be achieved before options become exercisable.

Under the ESOP options to subscribe for fully paid ordinary shares of the Company may be issued to participants. Eligible employees (being employees, directors or consultants to any Portman Group Company), subject to invitation to participate by the Board of Directors of the Company, may participate in the ESOP.

Each ESOP option may convert to one fully paid ordinary share. The total number of shares granted under this ESOP, excluding any exercised, lapsed or cancelled options, must not exceed 5% of the then issued share capital of the Company on a fully diluted basis (notwithstanding that those shares may for any reason subsequently represent more than 5% of that capital).

Any ESOP option which has not been exercised before the fifth anniversary of its issue date automatically lapses.

The exercise price of each ESOP option will be not less than the weighted average of the last sale prices of the Company’s fully paid ordinary shares on the Australian Stock Exchange over the five trading days on which a sale was effected immediately preceding the day on which the Board resolves to issue the ESOP option.

The issue price of shares issued on the exercise of ESOP options is recognised as issued capital at the date of issue.

34


 

NOTE 29:
EMPLOYEE ENTITLEMENTS (CONTINUED)

Information with respect to options granted under the employee share option plan, non employee share option plan and director option plan is summarized below:

                         
            2004  
                    Weighted  
                    average  
            Number of     exercise  
            options     price  
 
Balance at beginning of year
    29 (a)     10,124,931       1.31  
 
                       
- granted
    29 (b)            
- forfeited
                   
- cancelled
            (167,000 )     1.03  
- exercised
    29 (c)     (4,962,498 )     1.08  
 
                       
 
Balance at end of year
    29 (d)     4,995,433       1.75  
 
Exercisable at end of year
            2,288,766       1.90  
 

(a) Options held at the beginning of the reporting period

The following table summarises information about options held by employees as at 1 January 2004:

                                         
    Number of                             Weighted  
Plan Type   Options     Grant date     Vesting date     Expiry date     average  
ESOP
    50,000     13-Mar-00   13-Mar-01   13-Mar-05     0.700  
ESOP
    67,000     01-Mar-01   01-Mar-02   01-Mar-06     1.013  
ESOP
    654,335     02-Apr-01   02-Apr-02   02-Apr-06     1.153  
ESOP
    250,000     11-Feb-02   11-Feb-03   11-Feb-07     1.765  
ESOP
    945,000     19-Apr-02   19-Apr-03   19-Apr-07     2.427  
ESOP
    250,000     21-Feb-03   21-Feb-04   21-Feb-08     1.031  
ESOP
    550,000     25-Jun-03   25-Jun-04   25-Jun-08     1.160  
Non ESOP
    58,596     29-Jan-01   29-Jan-02   29-Jan-06     1.290  
Non ESOP
    750,000     01-Oct-02   01-Oct-03   01-Oct-07     1.919  
Non ESOP
    1,500,000     29-Aug-03   29-Aug-04   29-Aug-08     1.031  
Directors Options
    1,750,000     10-May-00   10-May-01   10-May-05     0.984  
Directors Options
    800,000     24-May-01   24-May-02   24-May-06     0.924  
Directors Options
    1,500,000     24-May-01   24-May-02   24-May-06     1.227  
Directors Options
    1,000,000     19-Apr-02   19-Apr-03   19-Apr-07     2.427  
 
                                     
 
    10,124,931                                  
 
                                     

35


 

NOTE 29:
EMPLOYEE ENTITLEMENTS (CONTINUED)

(b) Options granted during the reporting period

(i) No options were granted by Portman Limited to employees during 2004.

(c) Options exercised

(i) The following table summarises information about options exercised by eligible option holders during the year ended 31 December 2004:

                                                                 
                                    Weighted     Proceeds              
    Number                             average     from     Number of     Fair value of  
Plan   of             Exercise &     Expiry     exercise     shares     shares     shares  
Type   options     Grant date     issue date     date     price     issued     issued     issued  
ESOP
    293,667     02-Apr-01   23-Sep-04   02-Apr-06     1.153       338,598       293,667       2.08  
ESOP
    50,000     13-Mar-00   23-Sep-04   13-Mar-05     0.700       35,000       50,000       2.08  
ESOP
    33,000     25-Jun-03   23-Sep-04   25-Jun-08     1.160       38,280       33,000       2.08  
ESOP
    59,000     25-Jun-03   28-Oct-04   25-Jun-08     1.160       68,440       59,000       2.48  
ESOP
    37,000     25-Jun-03   03-Sep-04   25-Jun-08     1.160       42,920       37,000       1.83  
ESOP
    77,000     02-Apr-01   09-Sep-04   02-Apr-06     1.153       88,781       77,000       1.97  
ESOP
    83,000     29-Aug-03   31-Mar-04   29-Aug-08     1.031       85,573       83,000       1.53  
ESOP
    5,000     02-Apr-01   02-Dec-04   02-Apr-06     1.153       5,765       5,000       3.00  
ESOP
    100,000     19-Apr-02   02-Dec-04   19-Apr-07     2.427       242,700       100,000       3.00  
ESOP
    46,667     02-Apr-01   29-Jul-04   02-Apr-06     1.153       53,807       46,667       1.90  
ESOP
    67,000     02-Apr-01   12-Aug-04   02-Apr-06     1.153       77,251       67,000       1.94  
ESOP
    23,334     02-Apr-01   15-Apr-04   02-Apr-06     1.153       26,904       23,334       1.48  
Directors Options
    1,000,000     24-May-01   03-Sep-04   24-May-06     1.227       1,227,000       1,000,000       1.83  
Directors Options
    1,750,000     10-May-00   03-Sep-04   10-May-05     0.984       1,722,000       1,750,000       1.83  
Directors Options
    200,000     24-May-01   05-Aug-04   24-May-06     0.924       184,800       200,000       2.05  
Directors Options
    300,000     24-May-01   22-Jul-04   24-May-06     0.924       277,200       300,000       1.90  
Directors Options
    300,000     24-May-01   25-Mar-04   24-May-06     0.924       277,200       300,000       1.56  
Non ESOP
    500,000     29-Aug-03   03-Sep-04   29-Aug-08     1.031       515,500       500,000       1.83  
Non ESOP
    37,830     29-Jan-01   04-Nov-04   29-Jan-06     1.290       48,801       37,830       2.46  
 
                                                           
 
    4,962,498                                       5,356,520                  
 
                                                           

Fair value of shares issued during the reporting period is estimated to be the market price of shares of Portman Limited on the ASX as at close of trading on their respective dates.

36


 

NOTE 29:
EMPLOYEE ENTITLEMENTS (CONTINUED)

(d) Options held as at the end of the reporting date

The following table summarises information about options held by eligible option holders as at 31 December 2004:

                                         
                                    Weighted  
    Number of                             average exercise  
Plan Type   Options     Grant date     Vesting Date     Expiry date     price  
ESOP
    67,000     01-Mar-01   01-Mar-02   01-Mar-06     1.013  
ESOP
    141,667     02-Apr-01   02-Apr-02   02-Apr-06     1.153  
ESOP
    845,000     19-Apr-02   19-Apr-03   19-Apr-07     2.427  
ESOP
    250,000     11-Feb-02   11-Feb-03   11-Feb-07     1.765  
ESOP
    421,000     25-Jun-03   25-Jun-04   25-Jun-08     1.160  
Non ESOP
    20,766     29-Jan-01   29-Jan-02   29-Jan-06     1.290  
Non ESOP
    750,000     01-Oct-02   01-Oct-03   01-Oct-07     1.919  
Non ESOP
    1,000,000     29-Aug-03   29-Aug-04   29-Aug-08     1.031  
Directors Options
    500,000     24-May-01   24-May-02   24-May-06     1.227  
Directors Options
    1,000,000     19-Apr-02   19-Apr-03   19-Apr-07     2.427  
 
                                     
 
    4,995,433                                  
 
                                     

Superannuation Commitments

The employer contributes in accordance with the Government Superannuation Guarantee Legislation.

37


 

         
    2004  
    $’000  
   

NOTE 30:
COMMITMENTS FOR EXPENDITURE

Lease Commitments

Operating lease commitments contracted for at year end but not provided for in the financial statements

         
 
Not later than one year
    412  
Later than one year but not later than two years
    412  
Later than two years but not later than five years
    1,615  
 
 
    2,439  
 

Operating leases are entered into as a means of acquiring access to office premises. Rental payments are generally fixed with inflation escalation clauses on which contingent rentals are determined. Outgoings related to the occupation of premises are included in these commitments.

Finance Lease Commitments

         
Not later than one year
    62  
Later than one year but not later than two years
     
Later than two years but not later than five years
     
 
 
    62  
Less future finance charges
     
 
 
    62  
 

Finance leases are entered into as a means of funding the acquisition of some items of plant and equipment. Rental payments are fixed. Portman has guaranteed the performance of the finance lease.

         
Representing lease liabilities:
       
Current (refer note 16)
    62  
Non Current
     
 
 
    62  
 

Capital Commitments

         
Not later than one year
    40,214  
Later than one year but not later than two years
     
Later than two years but not later than five years
     
 
 
    40,214  
 

Operating Contract Commitments

1.   Commitments exist under long term take or pay agreements relating to the rail and port facilities which have been entered into by a controlled entity within the Company.
 
2.   Other commitments contracted for at year end but not provided for in the financial statements

         
Not later than one year
    4,092  
Later than 1 year but not later than 2 years
    4,092  
Later than 2 years but not later than 5 years
    12,275  
Later than 5 years
    28,912  
 
 
    49,371  
 

Mining Tenements

         
Annual expenditure commitments to maintain current rights of tenure to mining tenements
    1,763  
 

38


 

NOTE 31:
SEGMENT INFORMATION

Segment products and locations

The consolidated entity’s operating companies are organised and managed separately according to the nature of the products and services they provide, with each segment offering different products and serving different markets.

The Iron Ore segment produces and sells iron ore products to the world steel making industry. The Silicon segment was sold during 2003. The Corporate & Net Interest segment includes revenues and expenses associated with the investment portfolio that is managed by the Company and other revenues and expenses associated with general head office activities.

Geographically, the group operates only in Australia.

Segment accounting policies

The group generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices. Revenues are attributed to geographic areas based on the location of the assets producing the revenues. Segment accounting policies are the same as the consolidated entity’s policies described in Note 1. During the financial year, there were no changes in segment accounting policies that had a material effect on the segment information.

39


 

NOTE 31:
SEGMENT INFORMATION (CONTINUED):

                                 
    2004  
                    Corporate        
                    & Net        
    Iron Ore     Silicon     Interest     Consolidated  
    $’000     $’000     $’000     $’000  
 
Revenue
                               
Sales to customers outside the consolidated entity
    195,435                   195,435  
Other revenues from customers outside the consolidated entity
    886             2,602       3,488  
 
Total Segment Revenue
    196,321             2,602       198,923  
 
 
                               
Result
                               
 
                               
Segment result
    51,790             (5,834 )     45,956  
 
Consolidated entity profit from ordinary activities before income tax expense
    51,790             (5,834 )     45,956  
 
                               
Income tax expense
                            (13,203 )
 
                             
Consolidated entity profit from ordinary activities after income tax expense before Outside Equity Interest
                            32,753  
 
                             

40


 

NOTE 31:
SEGMENT INFORMATION (CONTINUED):

                                 
    2004  
                    Corporate        
                    & Net        
    Iron Ore     Silicon     Interest     Consolidated  
    $’000     $’000     $’000     $’000  
 
Assets
                               
Segment assets
    224,053             18,015       242,068  
     
Total assets
    224,053             18,015       242,068  
     
 
                               
Liabilities
                               
Segment liabilities
    56,702             16,339       73,041  
     
Total liabilities
    56,702             16,339       73,041  
     
 
                               
Other segment information
                               
Acquisition of PPE, intangible assets & other non current assets
    38,071             47       38,118  
Depreciation
    2,605             117       2,722  
Amortisation
    6,746                   6,746  

41


 

NOTE 32:
CONTINGENT LIABILITIES

Contingent liabilities not otherwise provided for in these financial statements are:

1.   Portman has guaranteed the lease liabilities of a controlled entity under an operating lease for premises to a maximum of $504,620. Portman believes the likelihood of a claim being made is remote and hence has not provided for it in its accounts.

2.   Portman has guaranteed the performance of a controlled entity under a hire purchase arrangement with Commonwealth Bank Finance Corporation. Portman believes the likelihood of a claim being made is remote and hence has not provided for it in its accounts.

3.   Portman has guaranteed the performance of a controlled entity under a long term contract with the Esperance Port Authority for the provision of port services related to the exporting of iron ore. Portman believes the likelihood of a claim being made is remote and hence has not provided for it in its accounts.

4.   Portman has contingent liabilities in respect of termination benefits which may arise pursuant to service agreements entered into with executives and employees who take part in the management of the Company. The maximum amount of the contingent liability is dependent upon the circumstances in which the employment is terminated. Subsequent to year end three employees were made redundant. Under the service agreements a total of $1.472M was paid out.

5.   Portman has guaranteed the performance of a controlled entity’s obligations under a Farm in Agreement in respect of a petroleum lease. Portman believes the likelihood of a claim being made is remote and hence has not provided for it in its accounts.

6.   Controlled entities within the Company have guaranteed the performance of a third party’s obligations to BHP Minerals Limited in respect of mining leases on which the Cockatoo Island Joint Venture carries out mining operations. Portman believes the likelihood of a claim being made is remote and hence has not provided for it in its accounts.

7.   In the Sale and Purchase Agreement, for the sale of the Burton Coal Project, dated 15 September 1999 between RAG Australia Coal Pty Ltd, RAG International Mining GmbH, Portman Limited and Pelsoil Limited, various warranties, indemnities and guarantees were given to RAG by Portman or Pelsoil. No claims in respect to warranties, indemnities or guarantees have been or are expected to be received by Portman or Pelsoil.

8.   A claim of $491,562 has been made against Portman by a former employee in respect of the cancellation of employee share options which has now been settled. In addition a new claim has been raised by another former employee which is currently under review.

42


 

NOTE 32:
CONTINGENT LIABILITIES

9.   Native Title claims exist over the land that the Koolyanobbing Project and Cockatoo Island Joint Venture occupy. Under the Native Title Act the Project and Joint Venture are however protected for all current and future mining operations on existing mining leases. Applications for new mining leases may require agreement with any Native Title applicant regarding compensation before the mining lease would be granted by the Government.

10.   A Section 10 heritage protection application is under consideration by the Federal Minister. This is by a group related to parties who have previously sought to prevent new mine development. None of these particular applicants have demonstrated cultural connection to the area or specific knowledge relating to any sites requiring protection. Following detailed reporting, two previous Section 10 protection applications were rejected by the Federal Minister. Portman considers the potential for the remaining application to cause disruption to operations to be very low.

NOTE 33:
FINANCING ARRANGEMENTS

The following lines of credit with financial institutions were available at the year end:

         
    2004  
    $’000  
 
Total Credit Facilities
       
Multi - option facility
    40,000  
 
       
Drawn Down Portions
       
Multi - option facility - bank guarantees
    (8,926 )
 
       
Net Unused Credit Facilities
       
 
     
Multi - option facility
    31,074  
 
     

The unused facilities at year end are available for any use within the Company. The $40,000,000 Multi-option facility is subject to annual review. The Multi-option facility is secured by a first ranking fixed and floating charge over all the assets and undertakings of the group, granted by Portman and all wholly owned entities.

During the year the Company secured long term funding from concluded long term sales agreements to assist with the funding of the 8Mpta expansion of the Koolyanobbing operation. As at 31 December 2004 USD 7,700,000 had been secured, due to be advanced in full by 31 March 2005.

43


 

NOTE 34:
FINANCIAL INSTRUMENTS

(a) Objectives for Holding Derivative Financial Instruments

The Economic Entity uses derivative financial instruments to manage specifically identified foreign currency exposures. The Economic Entity is primarily exposed to the risk of adverse movements in the Australian dollar compared to the United States dollar. The primary objective of using derivative financial instruments is to reduce the volatility of earnings attributable to changes in AUD/USD, and to protect against undue adverse movements in these rates. The purposes for which specific derivative instruments are used are as follows:

Foreign currency options (uncommitted) and forward exchange contracts (committed) are purchased to hedge the Australian dollar value of US dollar receipts arising from both completed and forecasted export sales. Foreign currency hedging can commit the Economic Entity to sell US dollars at an agreed rate of exchange. All foreign currency options and forward exchange contracts are denominated in US dollars and contracted against Australian dollars. The Company hedges a portion of its anticipated future sales for periods up to three years (rolling monthly) from the end of the financial year. The Board of Directors has set the following guidelines for the portion of forecasted export sales that can be hedged:

                         
                    Aggregate Committed  
            Committed Hedging     and Uncommitted Hedging  
            Max     Band  
 
  0–12 months     90 %     50% - 90 %
 
  13–24 months     30 %     25% - 75 %
 
  25–36 months     15 %     15% - 50 %

All proposals for additional foreign exchange hedging outside the parameters stated above must be submitted to the Treasury Policy Committee, comprising an external independent advisor and five other committee members and then approved by the Portman Board of Directors.

44


 

NOTE 34:
FINANCIAL INSTRUMENTS (CONTINUED)

(b) Interest Rate

Interest rate risk for the Company, together with effective interest rates as at 31 December 2004.

                                                                 
    Fixed interest rate maturing in  
    Floating             Over     More     Non-                
    interest     1 year     1 to 5     than 5     interest             Average  
    rate     or less     years     years     bearing     Total     interest rate  
    $’000     $’000     $’000     $’000     $’000     $’000     floating     fixed  
 
Financial assets
                                                               
Cash
    3,855                               3,855       4.25 %      
Bills receivable/Bank bills
          13,898                         13,898             5.65 %
Trade debtors
                            11,415       11,415              
Other receivables
                            9,099       9,099              
Hedge contract receivables
                            31,582       31,582              
 
 
                                                               
 
    3,855       13,898                   52,096       69,849              
 
 
                                                               
Financial liabilities
                                                               
Trade creditors
                            21,881       21,881              
Equipment HP
          62                         62             6.25 %
Hedge contract payable
                            169       169              
 
 
          62                   22,050       22,112                  
 

(c) Foreign Exchange

The following table summarises by currency the Australian dollar value of forward foreign exchange agreements and foreign currency options. Foreign currency amounts are translated at rates current at the reporting date. The ‘buy’ amounts represent the Australian dollar equivalent of commitments to purchase foreign currencies, and the ‘sell’ amount represents the Australian dollar equivalent of commitments to sell foreign currencies. Contracts, options, collars and convertible collars to sell foreign currency are entered into from time to time to offset sale obligations so as to maintain a properly hedged position.

45


 

NOTE 34:
FINANCIAL INSTRUMENTS (CONTINUED)

                         
US$ denominated   Average     2004  
Forward Foreign   exchange rate     Buy     Sell  
Exchange Agreements   2004     $’000     $’000  
 
Within one year
    0.6654             157,207  
One to three years
    0.6550             41,223  
 
 
                       
Total
                  198,430  
 
                         
US$ denominated   Average     2004  
Foreign Currency   exchange rate     Buy     Sell  
Options   2004     $’000     $’000  
 
Within one year
                 
One to two years
                 
 
Total
                   
 
                         
US$ denominated   Average     2004  
Foreign Currency   exchange rate     Buy     Sell  
Collars   2004     $’000     $’000  
 
Within one year (1)
    0.6950             7,194  
One to three years (2)
    0.6875             7,273  
 
Total
                  14,467  
 
                         
US$ denominated   Average     2004  
Foreign Currency   exchange rate     Buy     Sell  
Convertible Collars   2004     $’000     $’000  
 
Within one year
                 
One to three years (3)
    0.7810             62,740  
 
Total
                  62,740  
 

Notes:

 
(1) Collar range 0.6950 to 0.6500. Sell rate shown above is based on the cap rate.

(2) Collar range 0.6875 to 0.6400. Sell rate shown above is based on the cap rate.

(3) Convertible Collar range 0.7900 to 0.7396. Sell rate shown above is the year end spot rate which is within the collar range. The collars have a knockout on the floor ranging from 0.8450 to 0.8500

46


 

NOTE 34:
FINANCIAL INSTRUMENTS (CONTINUED)

The Company is exposed to currency exchange rate risk through primary financial assets and forecast transactions reduced through derivative financial instruments such as forward exchange contracts, currency options, collars and convertible collars. The following table summarises by currency, in Australian dollars, the foreign exchange risk in respect of recognised financial assets and derivatives entered to hedge forecast transactions. Those financial assets and liabilities in which all amounts are denominated in Australian dollars are not included in these tables.

                         
            United        
    Australian     States        
    dollars     dollars     Total  
    2004     2004     2004  
    A$’000     A$’000     A$’000  
 
Financial assets
                       
Trade debtors
          11,415       11,415  
 
                       
Anticipated future transactions
                       
Forward exchange contracts
    198,430       (198,430 )      
Foreign exchange options
                 
Foreign exchange collars
    14,467       (14,467 )      
Foreign exchange convertible collars
    62,740       (62,740 )      

(d) Credit Risk Exposures

The credit risk amounts do not take into account the value of any collateral or security. Receivables due from major counter-parties are not normally secured by collateral, however most sales are covered by letters of credit. In addition the group policy requires that counter-parties meet certain high levels of credit worthiness and the credit worthiness of counter-parties is regularly monitored. The amounts of credit risk shown, therefore, do not reflect expected losses.

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NOTE 34:
FINANCIAL INSTRUMENTS (CONTINUED)

(e) Net Fair Value Of Financial Assets And Liabilities

The carrying amounts and estimated net fair values of financial assets and financial liabilities (including derivatives) held at balance date are given below.

Short term instruments where carrying amounts approximate net fair values, are omitted. The net fair value of a financial asset or a financial liability is the amount at which the asset could be exchanged, or liability settled in a current transaction between willing parties after allowing for transaction costs.

                 
Economic Entity   2004  
    Carrying     Net Fair  
    amount     value  
    $ 000     $ 000  
 
Financial assets:
               
Receivables — non current
    1,596       1,596  
Financial liabilities:
               
Borrowings – current
    62       62  
 
               
Derivatives:
               
Foreign exchange contracts
    29,919       25,389  
Foreign exchange collars
    1,663       1,351  
Foreign exchange convertible collars
    (169 )     (472 )

The carrying amounts shown in the table are included in the Statement of Financial Position under the indicated captions.

The following methods and assumptions were used to estimate the net fair value of each class of financial instrument:

1.   Interest Bearing Liabilities – non current
 
    The net fair value of the non current interest bearing liabilities is estimated by discounting expected cash flows at the interest rates currently offered to the Company for debt of the same remaining maturities and security plus costs expected to be incurred were the liability settled.
 
2.   Foreign Exchange Contracts and Options
 
    The net fair value of forward foreign exchange contracts, options, collars and convertible collars is determined by reference to amounts quoted by the Company’s banks.

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NOTE 34:
FINANCIAL INSTRUMENTS (CONTINUED)

(f) Hedges of Anticipated Future Transactions

The following table summarises deferred realised and unrealised gains and losses on derivative financial instruments entered as hedges of future anticipated purchases and sales, showing the periods in which they are expected to be recognised as income or expense. Deferred gains and losses are recognised as a component of the purchase or sale transaction when it occurs, or as other gains or losses when a hedged transaction is no longer expected to occur. These deferred gains and losses are calculated as the mark to market position as at 31 December 2004. The unrealised gains and losses from a mark to market calculation are different to the unrealised gains and losses recorded in the Statement of Financial Position, which have been measured on a mark to spot basis in accordance with Accounting Standard AASB 1012 “Foreign Currency Translation”.

                 
    2004  
    Gains     Losses  
    $000     $000  
 
Within one year
    21,225        
One to three years
    5,515       472  
 
Total gains and losses on anticipated future hedge transactions
    26,740       472  
Less amounts recorded in the financial accounts
           
 
Deferred gains and losses on anticipated future hedge transactions
    26,740       472  
 

It should be noted that unrealised gains or losses for foreign exchange derivative instruments reflect changes in the underlying foreign exchange rates since the contracts were undertaken.

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NOTE 35:
NOTES TO THE STATEMENT OF CASH FLOWS

(a)   Reconciliation Of Net Profit After Income Tax To The Net Cash Flows From Operating Activities

         
    2004  
    $’000  
 
Net profit after income tax
    32,753  
Amortisation & depreciation
    9,468  
Loss/(Profit) on sale of plant & equipment
    2  
Loss/(Profit) on sale of listed investment
    93  
Provision for rehabilitation
    881  
Write down of inventory to net realisable value
    4,794  
Movements in operating assets and liabilities
       
(Increase)/decrease in inventories
    (14,393 )
(Increase)/decrease in trade debtors
    (7,279 )
(Increase)/decrease in other debtors and prepayments
    (5,048 )
(Increase)/decrease in other current assets
    (543 )
(Increase)/decrease in deferred tax assets
    730  
(Increase)/decrease in non current receivables
    105  
(Increase)/decrease in other non current assets
    (2,888 )
Increase/(decrease) in deferred foreign exchange
    (1,836 )
Increase/(decrease) in provision for tax payments
    1,360  
Increase/(decrease) in deferred tax liabilities
    4,129  
Increase/(decrease) in other provisions
    (119 )
Increase/(decrease) in trade payables
    4,242  
 
 
       
Net Cash Flows From Operating Activities
    26,451  
 

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NOTE 36:

RELATED PARTY INFORMATION

Directors

The names of persons who were directors of Portman Limited during the year:

George F Jones
Barry J Eldridge
Fiona E Harris
Richard Knight
Malcolm H Macpherson
Michael D Perrott

Details Of Share And Option Dealings With Directors And Their Director Related Entities

Details of share and option dealings with Directors and their Director related entities is disclosed in Note 28.

The Wholly Owned Group

The wholly owned group consists of Portman Limited and its controlled entities as set out in Note 11.

Transactions between Portman Limited and related parties in the wholly owned group during the year ended 31 December 2004 consisted of:

(a) Loan advances by Portman Limited;
(b) Loans repaid to Portman Limited;
(c) The payment of management fees by controlled entities;
(d) Transfer of tax related balances;
(e) Dividends from controlled entities; and
(f) Guarantees by Portman Limited on behalf of controlled entities.

The above transactions were made on normal commercial terms and conditions, except that there are no fixed terms for the repayment of loans advanced by Portman Limited.

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NOTE 36:
RELATED PARTY INFORMATION (CONTINUED)

         
    2004  
    $’000  
 
Aggregate amounts receivable from and payable to, related parties in the wholly owned group at the year end were as follows:
       
 
       
Non current receivables
     
 

Loans to and receivables from related entities are on an unsecured basis, non interest bearing and with no fixed terms for repayment.

Director Related Entity Transactions

Services

The company retains Oakvale Capital Limited to provide treasury services including foreign exchange and cash investment policy setting, product pricing and transactional assistance. The provision of these services is on normal commercial terms. The total amount spent in 2004 on these services was $72,223.

Mr George F Jones is a 10% shareholder in Oakvale Capital Limited.

Transactions with Other Related Parties

There were no other transactions with related parties.

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NOTE 37:
SUBSEQUENT EVENTS

On March 31, 2005, Cliffs acquired approximately 68 percent of the outstanding shares of Portman. Through the close of the cash takeover offer on April 19, 2005, Cliffs acquired an additional 12 percent, increasing its ownership to approximately 80 percent of the outstanding shares of Portman. The consideration for each Portman share was $3.85 in cash.

On 31 January 2005 mining contractor Henry Walker Eltin Group Ltd (HWE) went into voluntary administration. Portman utilises the services of HWE for contract mining at its Koolyanobbing and Cockatoo Island Iron Ore projects. The Cockatoo Island Iron Ore project is an unincorporated joint venture between HWE and Portman. At the date of signing the financial statements Portman has not experienced any adverse impacts as a result of an administrator being appointed to HWE.

There has not been any other matter or circumstance that has arisen since the year-end that has affected or may significantly affect the operations of the Company, the results of those operations or the state of affairs of the Company in subsequent periods.

NOTE 38: GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES OF AMERICA (U.S. GAAP)

The consolidated financial statements of Portman are prepared under generally accepted accounting principles in Australia (Australian GAAP), which differ in certain respects from U.S. GAAP. The following is a summary of the adjustments to Portman’s net profit, shareholders’ equity, cash flows and earnings per share which would be required had the financial statements been prepared in accordance with U.S. GAAP for the year ended 31 December 2004:

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(i) Reconciliation of Net Profit

             
    Year ended      
    31 December      
    2004      
    A$ 000     Ref
Net Profit for the financial year as stated under Australian GAAP
    32,753      
 
           
Adjustments to conform to U.S. GAAP before tax
           
Rehabilitation
    (929 )   a
Hedging
    (6,008 )   b
Exploration & Evaluation
    (2,480 )   c
Inventory
    4,220     d
Share option expense
    (580 )   e
Business combination - Angang
    175     f
Finance Lease
    (617 )   g
Depreciation/Amortisation
    (958 )   h
 
         
Subtotal adjustments
    (7,177 )    
 
         
 
           
Tax effect of adjustments to conform to U.S. GAAP
    2,031      
 
           
 
         
Net Profit as stated under U.S. GAAP
    27,607      
 
         

(ii) Reconciliation of shareholders’ equity

             
    Year ended      
    31 December      
    2004      
    A$ 000     Ref
Total equity as stated under Australian GAAP
    169,027      
 
           
Adjustments to conform to U.S. GAAP
           
Rehabilitation
    (1,354 )   a
Hedging
    27,214     b
Exploration & Evaluation
    (22,463 )   c
Inventory
    927     d
Business combination - Angang
    (2,455 )   f
Finance Lease
    (2,517 )   g
Tax effect of business combination - Angang
    (958 )   h
Tax effect of adjustments to conform to U.S. GAAP
    (255 )    
 
         
Subtotal adjustments
    (1,861 )    
 
         
 
           
 
         
Total equity as stated under U.S. GAAP
    167,166      
 
         

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(iii) Consolidated statement of cash flows

         
    Year ended  
    31 December  
    2004  
    A$ 000  
Cash Flows from Operating Activities
    22,279  
 
       
Cash Flows from Investing Activities
    (32,771 )
 
       
Cash Flows from Financing Activities
    (15,967 )
 
       
 
     
Net Decrease in Cash and Cash Equivalents
    (26,459 )
 
     
 
       
Cash and Cash Equivalents at the Beginning of the Year
    44,212  
 
       
 
     
Cash and Cash Equivalents at the End of the Year
    17,753  
 
     

(iv) Earnings per Share

         
    Year ended  
    31 December  
    2004  
    Cents  
Basic earnings per share under Australian GAAP
    18.87  
 
       
Adjustments to conform to U.S. GAAP
    (2.97 )
 
       
 
     
Basic earnings per share under U.S. GAAP
    15.90  
 
     
 
       
Diluted earnings per share under Australian GAAP
    18.77  
 
       
Adjustments to conform to U.S. GAAP
    (2.94 )
 
       
 
     
Diluted earnings per share under U.S. GAAP
    15.83  
 
     

55


 

Material Adjustment Comments for Net Profit (i) and Shareholders Equity (ii)

(a) Rehabilitation

Under Australian GAAP, costs of rehabilitation work are provided for and treated as production costs. Costs are recognized prospectively over the life of mine based on production. The provision is to be applied against all rehabilitation costs, including reclamation, infrastructure removal and waste treatment.

Under U.S. GAAP, the costs of dismantling and removing an asset and restoring the site on which it is located is to be included as an element of asset cost with a corresponding provision being recorded. The asset and liability are initially recorded at their discounted value. The asset is then depreciated over its useful life and the provision is increased by the time value of money (accretion) up until the time of closure.

As a result of applying U.S. GAAP an adjustment to equity and net profit resulted.

(b) Hedging

Under Australian GAAP, unrealized foreign exchange gains and losses for specific hedges are deferred and recognized in the Statement of Financial Position for hedges that are effective and are expensed in the Statement of Financial Performance for hedges that are ineffective. The unrealized gain or loss is calculated with reference to the exchange rate ruling at the respective balance date.

Under U.S. GAAP, none of the derivatives qualify for hedge accounting and are therefore marked to market through the income statement.

As a result of applying U.S. GAAP, Portman has recorded its derivatives at fair value as opposed to the spot rate ruling at balance date. Given no hedge documentation existed at the inception of the hedge relationship, no hedges qualified for hedge accounting for U.S GAAP. Accordingly all hedges outstanding at period end have been marked to market and recorded in the Statement of Financial Performance.

(c) Exploration & Evaluation

Under Australian GAAP, costs incurred during exploration and evaluation related to an area of interest are accumulated. These costs are carried forward provided they are expected to be recouped through successful development, or by sale, or where exploration activities have not at balance date reached a stage to allow a reasonable assessment regarding the existence of economically recoverable reserves. If a decision is made to exploit the reserves and develop the area of interest, the costs are carried forward and amortized over the life of the area of interest.

Under U.S. GAAP exploration costs are expensed as incurred.

Evaluation costs consist of obtaining all necessary regulatory approvals, further resource definition and feasibility studies.

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Under U.S. GAAP Portman is required to expense evaluation costs as incurred up until all final regulatory approvals have been granted. Evaluation costs incurred subsequent to this date are capitalised and amortised over the life of the area of interest.

As a result of applying U.S. GAAP the carrying amount of exploration costs and applicable evaluation costs have been written-off.

(d) Inventory

Under Australian GAAP a write back of previously written down inventory is permitted provided the inventory passes the lower of cost and net realisable value test.

Under U.S. GAAP inventory which has been written down cannot be subsequently written back.

As a result of applying U.S. GAAP inventory which had been previously written back under Australian GAAP has been excluded for the purposes of calculating inventory values under U.S. GAAP.

(e) Share option expense

Portman has employee share option plans in place. Under U.S. GAAP share option plans are expensed using a fair value model. There is no equivalent standard under Australian GAAP and hence no expense has been recognised in the Statement of Financial Performance for Australian GAAP.

(f) Business Combination - Angang

Under Australian GAAP the excess of the consideration over the fair value of the assets acquired was allocated in part to certain exploration assets already owned by the Company. Under U.S. GAAP the excess of the consideration over the fair value of the assets acquired was allocated to goodwill. In accordance with U.S. GAAP the asset values are recorded gross of tax expense regardless of the manner in which the acquisition was structured for tax purposes. In addition under U.S. GAAP a deferred tax liability is recognised for the difference between the book basis and tax basis of the assets acquired. Under Australian GAAP as the excess was non-deductible no deferred tax liability was recognised.

(g) Finance Lease

57


 

Portman has a long term contract with the Esperance Port Authority for the provision of services by the Port for the management of stockpiles and loading of vessels. In addition, the port built certain infrastructure facilities for the specific use of Portman and charges Portman for this capital cost plus an applicable interest charge over the life of the contract.

Under U.S. GAAP the infrastructure facilities built by the Esperance Port Authority for Portman are considered to be a finance lease and hence has been accounted for accordingly. Australian GAAP contains no specific guidance on the treatment of service contracts such as the Esperance Port Authority and thus a finance lease was not recognised for the port assets. Instead the payments were expensed as incurred. The Australian GAAP accounts include note disclosure (Note 30) of the commitments under the Port Contract, which include commitments for the payment of the specific port assets.

(h) Depreciation & Amortisation

Under U.S. GAAP when a change in ore reserves is determined the depreciation and amortisation of assets on a production output basis is changed from that point forward. Under Australian GAAP the depreciation and amortisation can be changed from the beginning of the reporting period.

During the year Portman determined an increase in its ore reserves. As a result of applying U.S. GAAP the amount of depreciation and amortisation of assets on a production output basis has increased.

Adjustments to Consolidated Cash Flow (iii)

The principal differences between the Statement of Cash Flows prepared under Australian GAAP and the objectives and principles set out in Statement of Financial Accounting Standards (“SFAS”) No. 95 “Statement of Cash Flows”, relate to the treatment of exploration costs. Exploration costs, capitalized and presented as a cash flow from investing activities in Portman’s Statement of Cash Flows, have been reclassified as a cash flow from operating activities in accordance with U.S. GAAP.

Adjustments to Diluted Earnings Per Share (iv)

The principal difference between the Diluted Earnings Per Share amount prepared under Australian GAAP and U.S. GAAP relates to the inclusion of unrecognized compensation expense in the proceeds from issue of shares.

58


 

Report of Independent Auditors

The Board of Directors and Shareholders of Portman Limited

We have audited the accompanying consolidated statement of financial position of Portman Limited as of December 31, 2004 and the related consolidated statement of financial performance, changes in contributed equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included considerations of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Portman Limited at December 31, 2004 and the consolidated results of its operations and its cash flows for the year ended December 31, 2004 in conformity with accounting principles generally accepted in Australia, which differ in certain respects from accounting principles generally accepted in the United States of America (see note 38 to the consolidated financial statements).

Ernst & Young
Perth, Australia
July 20, 2005

59