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Churchill Mining plc - Final Results - Part 3

Wed 15th October, 2014 7:30am
- Part 3: For the preceding part double click  ID:nRSO3467Ub 

 3,000,000                            -                                  3,000,000                   09/12/2018           
                                                                                                                                                                                    
 Total                       11,650,000                    3,000,000                            -                                  14,650,000                                       
 
 
                                       Weighted average exercise price  Number      Weighted average exercise price  Number       
                                       2014                             2014        2013                             2013         
                                                                                                                                  
 Outstanding at beginning of the year  40p                              11,650,000  60p                              8,850,000    
 Expired during the year               72p                              -           72p                              (4,150,000)  
 Issued during the year                33p                              3,000,000   33p                              6,950,000    
 Outstanding at end of the year        42p                              14,650,000  40p                              11,650,000   
                                                                                                                                  
 Exercisable at the end of the year    40p                              11,650,000  40p                              11,650,000   
                                                                                                                                    
 
 
The weighted average share price during the year was 20.31p (2013: 19.89p). 
 
Fair value 
 
The fair value of the share options granted has been derived using the Black-Scholes model that takes into account factors
such as the option life, the volatility of share price and expected early exercise of share options. Volatility has been
based on an estimate of comparable listed companies to Churchill. 
 
 2014                                                
 Grant date                9/12/2013                 
 Granted to                Key Management Personnel  
                                                     
 Number granted            3,000,000                 
 Fair value at grant date  7.47c                     
 Assumptions used                                    
 Share price               34.32c                    
 Exercise price            81.72c                    
 Expected volatility       70%                       
 Average Option life       2.65                      
 Risk free interest rate   2%                        
 
 
 2013                                                                                                    
 Grant date                29/10/2012                21/3/2013                 3/5/2013                  
 Granted to                Key Management Personnel  Key Management Personnel  Key Management Personnel  
                                                                                                         
 Number granted            1,500,000                 5,400,000                 50,000                    
                                                                                                         
 Fair value at grant date  1.80c                     3.07c                     11.26c                    
 Assumptions used                                                                                        
 Share price               18.00c                    15.86c                    40.43c                    
 Exercise price            80.51c                    42.30c                    74.64c                    
 Expected volatility       70%                       70%                       70%                       
 Average Option life       2.65                      2.65                      2.65                      
 Risk free interest rate   2%                        2%                        2%                        
 
 
Equity settled share based payment expense 
 
The share based payment for the year ended 30 June 2014 was US$249,297 (2013: $73,759). 
 
NOTE 19:  NOTES TO THE CASH FLOW STATEMENT 
 
                                                                       Consolidated  Company   
                                                                       2014          2013      2014     2013     
                                                                       $'000         $'000     $'000    $'000    
                                                                                                                 
 Reconciliation of (loss) after tax to cash from operating activities                                            
                                                                                                                 
 (Loss) after tax                                                      (2,450)       (11,601)  (2,391)  (9,335)  
 Share option expense                                                  249           73        249      73       
 Shares issue expense                                                  157           -         157      -        
 Depreciation expense                                                  13            45        5        35       
 Impairment expense                                                    -             399       218      3,175    
 Impairment of land                                                    -             1,757     -        -        
 Impairment of other financial assets                                  -             2,258     -        -        
 (Gain)/ Loss on exchange rates                                        (297)         96        (287)    160      
 Loss on subsidiary loans & investment                                 46            -         -        216      
 Net gain on disposal of property, plant and equipment                 -             (4)       -        -        
 Finance income                                                        (2)           (16)      (2)      (14)     
 Decrease / (Increase) in receivables                                  167           237       138      (42)     
 (Decrease) / Increase  in payables                                    (238)         (261)     (144)    412      
                                                                                                                 
 Cash flow from operating activities                                   (2,355)       (7,017)   (2,057)  (5,320)  
                                                                                                                 
 
 
NOTE 20:   FINANCIAL INSTRUMENTS 
 
Significant accounting policies 
 
Details of the significant accounting policies in respect of financial instruments are disclosed in Note 1 of the financial
statements. 
 
Financial risk management 
 
The Board seeks to minimise its exposure to financial risk by reviewing and agreeing policies for managing each financial
risk and monitoring them on a regular basis.  No formal policies have been put in place in order to hedge exposure of the
Group's and Company's activities to the exposure to currency risk or interest risk. No derivatives or hedges were entered
into during the year. 
 
General objectives, policies and processes 
 
The Board has overall responsibility for the determination of the Group and Company's risk management objectives and
policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating
processes that ensure the effective implementation of the objectives and policies to the Group's finance function. 
 
The Group is exposed through its operations to the following financial risks: 
 
·      Liquidity risk; 
 
·      Credit risk; 
 
·      Cashflow interest rate risk; 
 
·      Foreign exchange risk. 
 
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting
the Group and Company's competitiveness and flexibility. There have been no substantive changes in the Group and Company's
exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used
to measure them from previous periods unless otherwise stated in this note. Further details regarding these policies are
set out below: 
 
Principal financial instruments 
 
The principal financial instruments used by the Group and Company, from which financial instrument risk arises are as
follows: 
 
·     Loans and receivables; 
 
·     Other receivables; 
 
·     Cash and cash equivalents; 
 
·     Trade and other payables; and 
 
·     Loans and borrowings. 
 
Categories of financial assets 
 
                                                                   Consolidated  Company  
                                                                   2014          2013     2014      2013      
                                                                   $'000         $'000    $'000     $'000     
                                                                                                              
 Current financial assets classified as loans and receivables                                                 
 Other receivables                                                 2,543         3,024    51        2         
 Cash and cash equivalents                                         3,016         4,848    2,993     4,821     
 Total current financial assets                                    5,559         7,872    3,044     4,823     
 Non-current financial assets classified as loans and receivables                                             
 Intergroup receivables                                            -             -        49,040    48,980    
 Impairment for non-recovery                                       -             -        (49,040)  (48,980)  
                                                                                                              
 Non-current financial assets classified as available for sale                                                
 Other financial assets                                            -             274      -         -         
 Total non-current financial assets                                -             274      -         -         
                                                                                                              
 Total financial assets                                            5,559         8,146    3,044     4,823     
 
 
Categories of financial liabilities 
 
                                                           Consolidated  Company  
                                                           2014          2013     2014   2013   
                                                           $'000         $'000    $'000  $'000  
                                                                                                
 Current financial liabilities measured at amortised cost                                       
 Trade and other payables                                  739           974      681    832    
 Loans and borrowings                                      2,483         2,993    -      -      
 Total current financial liabilities                       3,222         3,967    681    832    
                                                                                                
 Total financial liabilities                               3,222         3,967    681    832    
 
 
At the year end, the Group had a cash balance of US$3,015,620 (2013: US$4,848,872) which was made up as follows: 
 
                       Consolidated  Company  
                       2014          2013     2014   2013   
                       $'000         $'000    $'000  $'000  
                                                            
 Great British Pound   1,355         3,942    1,355  3,942  
 United States Dollar  1,429         844      1,407  831    
 Australian Dollar     231           52       231    48     
 Indonesian Rupiah     1             10       -      -      
                       3,016         4,848    2,993  4,821  
 
 
There is no material difference between the book value and fair value of the Group's financial instruments. 
 
The Group and Company received interest for the year as follows: 
 
                                    Consolidated  Company  
                                    2014          2013     2014   2013   
                                    $'000         $'000    $'000  $'000  
                                                                         
                                                                         
 Interest from bank deposits        2             16       2      15     
 Total interest from bank deposits  2             16       2      15     
 
 
LIQUIDITY RISK 
 
The Group's and Company's policy is to ensure that it has sufficient cash to allow it to meet its liabilities when they
become due. To achieve this aim, it seeks to maintain readily available cash balances to meet expected requirements for a
period of at least 60 days. 
 
Cash forecasts identifying the liquidity requirements of the Group and Company are produced frequently. These are reviewed
regularly by management and the Board to ensure that sufficient financial headroom exists for at least a 12 month period. 
 
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding
the impact of netting agreements: 
 
 Consolidated                   Carrying amount  Contractual cash flows  6 months or less  Greater than 6 months  
 2014                           $'000            $'000                   $'000             $'000                  
                                                                                                                  
 Current financial liabilities                                                                                    
 Trade and other payables       739              739                     739               -                      
 Loans and borrowings           2,483            2,483                   -                 2,483                  
                                3,222            3,222                   739               2,483                  
 
 
 Company                        Carrying amount  Contractual cash flows  6 months or less  Greater than 6 months  
 2014                           $'000            $'000                   $'000             $'000                  
                                                                                                                  
 Current financial liabilities                                                                                    
 Trade and other payables       681              681                     681               -                      
                                681              681                     681               -                      
 
 
 Consolidated                   Carrying amount  Contractual cash flows  6 months or less  Greater than 6 months  
 2013                           $'000            $'000                   $'000             $'000                  
                                                                                                                  
 Current financial liabilities                                                                                    
 Trade and other payables       974              974                     974               -                      
 Loans and borrowings           2,993            2,993                   -                 2,993                  
                                3,967            3,967                   974               2,993                  
 
 
 Company                        Carrying amount  Contractual cash flows  6 months or less  Greater than 6 months  
 2013                           $'000            $'000                   $'000             $'000                  
                                                                                                                  
 Current financial liabilities                                                                                    
 Trade and other payables       832              832                     832               -                      
                                832              832                     832               -                      
 
 
CREDIT RISK 
 
Credit risk arises principally from the Group's other receivables and investments in cash deposits.  It is the risk that
the counterparty fails to discharge its obligations in respect of the instrument. 
 
As detailed in Note 22, the group is awaiting a decision on the appeal in relation to a dispute with the Ridlatama Group.
Should PT ICD and PT TCUP be unsuccessful in all avenues of appeal then the receivables in the Statement of Financial
Position before impairment would be reduced by $1.67 million due to these companies no longer being consolidated in the
Group accounts. In addition the payables in the Statement of Financial Position would be reduced by $1.24 million. 
 
The Group holds its cash balances across several bank accounts.  The Groups seeks to deposit its cash with reputable
financial institutions with strong credit ratings. 
 
The Group and Company's maximum exposure to credit risk by class of individual financial instrument is shown in the table
below: 
 
 Consolidated               2014            2013              
                            Carrying value  Maximum exposure  Carrying value  Maximum exposure  
                            $'000           $'000             $'000           $'000             
                                                                                                
 Current assets                                                                                 
 Cash and cash equivalents  3,016           3,016             4,848           4,848             
 Other receivables          2,543           2,543             3,024           3,024             
                                                                                                
                            5,559           5,559             7,872           7,872             
 
 
 Company                      2014            2013              
                              Carrying value  Maximum exposure  Carrying value  Maximum exposure  
                              $'000           $'000             $'000           $'000             
                                                                                                  
 Current assets                                                                                   
 Cash and cash equivalents    2,933           2,933             4,821           4,821             
                                                                                                  
 Non - current assets                                                                             
 Loans to subsidiaries        49,040          49,040            48,980          48,980            
 Impairment for non-recovery  (49,040)        (49,040)          (48,980)        (48,980)          
                                                                                                  
                              2,933           2,933             4,821           4,821             
 
 
CASH FLOW INTEREST RATE RISK 
 
The Group and Company is exposed to cash flow interest rate risk from its deposits of cash and cash equivalents with banks.
 The cash balances maintained by the Group and Company are managed in order to ensure that the maximum level of interest is
received for the available funds without affecting the working capital flexibility the Group and Company require. 
 
The Group and Company is not at present exposed to cash flow interest rate risk on borrowings as they are not interest
bearing. No subsidiary company of the Group is permitted to enter into any borrowing facility or lease agreement without
prior consent of the Company. 
 
Interest rates on financial assets and liabilities 
 
The Group and Company's financial assets consist of cash and cash equivalents and other receivables.  The interest rate
profile at 30 June 2014 of these assets was as follows: 
 
 Consolidated                    Floating interest rate  Fixed interest maturing in 1 year or less  Fixed interest maturing over 1 to 5 years  Non-interest bearing  Total  
 2014                            $'000                   $'000                                      $'000                                      $'000                 $'000  
                                                                                                                                                                            
 Financial assets                                                                                                                                                           
 Great British Pound             844                     510                                        -                                          -                     1,355  
 Australian Dollar               46                      185                                        -                                          -                     231    
 United States Dollar            -                       1,430                                      -                                          60                    1,490  
 Indonesian Rupiah               1                       -                                          -                                          2,483                 2,483  
                                 891                     2,125                                      -                                          2,543                 5,559  
                                                                                                                                                                            
 Weighted average interest rate  0%                      0.17%                                                                                                              
                                                                                                                                                                            
 Financial liabilities                                                                                                                                                      
 Great British Pound             -                       -                                          -                                          31                    31     
 Australian Dollar               -                       -                                          -                                          26                    26     
 United States Dollar            -                       -                                          -                                          682                   682    
 Indonesian Rupiah               -                       -                                          -                                          2,483                 2,483  
                                 -                       -                                          -                                          3,222                 3,222  
 
 
 Company                         Floating interest rate  Fixed interest maturing in 1 year or less  Fixed interest maturing over 1 to 5 years  Non-interest bearing loan  Total     
 2014                            $'000                   $'000                                      $'000                                      $'000                      $'000     
                                                                                                                                                                                    
 Financial assets                                                                                                                                                                   
 Great British Pound             844                     511                                        -                                          -                          1,355     
 Australian Dollar               46                      185                                        -                                          51                         282       
 United States Dollar            -                       1,407                                      -                                          48,980                     50,387    
 Impairment for non-recovery     -                       -                                          -                                          (48,980)                   (48,980)  
                                 890                     2,103                                      -                                          51                         3,044     
                                                                                                                                                                                    
 Weighted average interest rate  0%                      0.17%                                                                                                                      
                                                                                                                                                                                    
 Financial liabilities                                                                                                                                                              
 Great British Pound             -                       -                                          -                                          31                         31        
 Australian Dollar               -                       -                                          -                                          26                         26        
 United States Dollar            -                       -                                          -                                          624                        624       
                                 -                       -                                          -                                          681                        681       
 
 
 Consolidated                    Floating interest rate  Fixed interest maturing in 1 year or less  Fixed interest maturing over 1 to 5 years  Non-interest bearing  Total  
 2013                            $'000                   $'000                                      $'000                                      $'000                 $'000  
                                                                                                                                                                            
 Financial assets                                                                                                                                                           
 Great British Pound             493                     3,449                                      -                                          -                     3,942  
 Australian Dollar               36                      15                                         -                                          -                     51     
 United States Dollar            89                      759                                        -                                          32                    880    
 Indonesian Rupiah               6                       -                                          -                                          2,993                 2,999  
                                 624                     4,223                                      -                                          3,025                 7,872  
                                                                                                                                                                            
 Weighted average interest rate  0%                      0.22%                                                                                                              
                                                                                                                                                                            
 Financial liabilities                                                                                                                                                      
 Great British Pound             -                       -                                          -                                          149                   149    
 Australian Dollar               -                       -                                          -                                          32                    32     
 United States Dollar            -                       -                                          -                                          777                   777    
 Indonesian Rupiah               -                       -                                          -                                          3,009                 3,009  
                                 -                       -                                          -                                          3,967                 3,967  
 
 
 Company                         Floating interest rate  Fixed interest maturing in 1 year or less  Fixed interest maturing over 1 to 5 years  Non-interest bearing loan  Total     
 2013                            $'000                   $'000                                      $'000                                      $'000                      $'000     
                                                                                                                                                                                    
 Financial assets                                                                                                                                                                   
 Great British Pound             493                     3,449                                      -                                          -                          3,942     
 Australian Dollar               32                      15                                         -                                          -                          47        
 United States Dollar            73                      759                                        -                                          48,980                     49,812    
 Impairment for non-recovery     -                       -                                          -                                          (48,980)                   (48,980)  
                                 598                     4,223                                      -                                          -                          4,821     
                                                                                                                                                                                    
 Weighted average interest rate  0%                      0.22%                                                                                                                      
                                                                                                                                                                                    
 Financial liabilities                                                                                                                                                              
 Great British Pound             -                       -                                          -                                          149                        149       
 Australian Dollar               -                       -                                          -                                          32                         32        
 United States Dollar            -                       -                                          -                                          651                        651       
                                 -                       -                                          -                                          832                        832       
 
 
Sensitivity Analysis 
 
Interest Rate Risk 
 
The Group and Company have performed sensitivity analysis relating to its exposure to their interest rate risk at reporting
date.  The sensitivity analysis demonstrates the effect on the current financial year results and equity which could result
from a change in these risks. 
 
Interest Rate Sensitivity Analysis 
 
At 30 June 2014, the effect on loss and equity as a result of changes in the interest rate, with all other variables
remaining constant, would be as follows: 
 
                                        Consolidated  Company  
                                        2014          2013     2014   2013   
                                        $'000         $'000    $'000  $'000  
                                                                             
 Change in profit                                                            
 -     Increase in interest rate by 1%  13            72       13     65     
 -     Decrease in interest rate by 1%  (2)           (16)     (2)    (14)   
                                                                             
 Change in equity                                                            
 -     Increase in interest rate by 1%  13            72       13     65     
 -     Decrease in interest rate by 1%  (2)           (16)     (2)    (14)   
 
 
FOREIGN EXCHANGE RISK 
 
The Group has overseas subsidiaries, in Australia and Indonesia, whose expenses are mainly denominated in US dollars with
some expenses in Australian Dollars and Indonesian Rupiah. In addition, the Parent Company incurs some expenses in British
Pounds. Foreign exchange risk is inherent in the Group's activities and is accepted as such. The Group mitigates foreign
exchange risk by transferring appropriate amounts to match the budgeted spend in each currency. Although its geographical
spread reduces the Group's operational risk, the Group's net assets arising from such overseas operations are exposed to
currency risk resulting in gains and losses on retranslation into US dollars. No formal arrangements have been put in place
in order to hedge the Group and Company's activities to the exposure to currency risk or interest risk. It is the Group's
policy to ensure that individual Group entities enter into local transactions in their functional currency wherever
possible. The Group considers that this policy minimises any unnecessary foreign exchange exposure. 
 
In order to monitor the continuing effectiveness of this policy, the Board, through its approval of both corporate and
capital expenditure budgets, and review of the currency profile of cash balances and management accounts, considers the
effectiveness of the policy on an on-going basis. 
 
The following table discloses the exchange rates of the major currencies utilised by the Group: 
 
                                  Pounds Sterling  Australian Dollar  Indonesian Rupiah  
 Foreign currency units to US $1                                                         
 Average for 2013/2014            0.6156           1.0895             11,374             
                                                                                         
 At 30 June 2014                  0.5866           1.0594             11,990             
                                                                                         
 Average for 2012/2013            0.6378           0.9747             9,679              
                                                                                         
 At 30 June 2013                  0.6572           1.0934             9,901              
 
 
Currency exposures & Sensitivity analysis 
 
The monetary assets and liabilities of the Group that are not denominated in US dollars and therefore exposed to currency
fluctuations are shown below. The amounts shown represent the US dollar's equivalent of local currency balances. 
 
                                                                      Australian Dollar  Pound Sterling  Indonesian Rupiah  Total  
                                                                      $'000              $'000           $'000              $'000  
 US Dollar equivalent of exposed net monetary assets and liabilities                                                               
                                                                                                                                   
 At 30 June 2014                                                      204                1,374           11                 1,589  
                                                                                                                                   
 At 30 June 2013                                                      302                4,208           27                 4,537  
 
 
A 10% strengthening of the US dollar against the Australian dollar at 30 June would have reduced loss by $2,921 (2013:
reduced loss by $2,655) and reduced equity by $34,690 (2013: $17,687). This analysis assumed that all other variables, in
particular interest rates, remain constant. 
 
A 10% weakening of the US dollar against the above currency at 30 June would have had approximately the equivalent but
opposite effects on the above currencies to the amounts shown above, on the basis that all other variables remain
constant. 
 
A 10% strengthening of the US dollar against the Great British Pound at 30 June would have increased loss by $123,184
(2013: $394,180) and decrease equity by $123,184  (2013: $394,180). This analysis assumed that all other variables, in
particular interest rates, remain constant 
 
A 10% weakening of the US dollar against the above currency at 30 June would have had approximately the equivalent but
opposite effects on the above currencies to the amounts shown above, on the basis that all other variables remain
constant. 
 
Capital 
 
The objective of the Directors is to maximise Shareholder returns and minimise risks with the Group being mainly equity
financed.   In managing their capital, the Group and Company's primary objective is to ensure their ability to provide a
sufficient return for their equity Shareholders, principally though the ICSID damages claim. In order to achieve and
maximise this return objective, the Group and Company will, in future, seek to maintain a gearing ratio that balances risks
and returns at an acceptable level while also maintaining a sufficient funding base to enable the Group and Company to meet
their working capital and strategic investment needs. In making decisions to adjust their capital structure to achieve
these aims, either through new share issues, increases or reductions in debt, or altering a dividend or share buyback
policies, the Group considers not only its short term position but also its medium and longer term operational and
strategic objectives. 
 
NOTE 21:  RELATED PARTY TRANSACTIONS 
 
The Group had the following material transactions (excluding Directors' salaries and fees) with related parties during the
year ended 30 June 2014. 
 
a)    As at 30 June 2014 US$1,670,983 (2013: US$2,014,301) was receivable from and US$1,312,975 (2012: US$ 1,582,737) was
payable to Ms Florita who is the partner of Mr Anang Mudjiantoro. Both Ms Florita and Mr Mudjiantoro are related parties of
Churchill by way of their Directorships in Indonesian subsidiary companies. The amount of the receivable has been impaired
to equal the amount of the payable US$1,312,975. These amounts remain outstanding at 30 June 2014. 
 
b)    As at 30 June 2014 US$1,670,983 (2013: US$2,104,301) was receivable from and US$1,169,688 (2013: US$ 1,410,011) was
payable to Ms Ani Setiawan who is the partner of Mr Andreas Rinaldi. Ms Ani Setiawan is a related party of Churchill as she
holds the position of Commissioner with some of the Indonesian subsidiary companies. The amount of the receivable has been
impaired to equal the amount of the payable US$1,169,688.These amounts remain outstanding at 30 June 2014. 
 
The Key Management personnel disclosures are included in Note 4 to the financial statements. 
 
NOTE 22:  CONTINGENCIES 
 
On 28th November 2012 the South Jakarta District Court held that the deeds of grant by which members of the Ridlatama Group
transferred 75% of the issued share capital in two of the four licence companies that made up the East Kutai Coal Project
(PT Ridlatama Tambang Mineral and PT Ridlatama Trade Powerindo) to PT TCUP are null and void on the basis that the
requirements for a valid grant under Indonesian laws had not been satisfied.  On 6th Dec 2012 PT ICD and PT TCUP filed a
notice of appeal with the High Court in respect of the South Jakarta District Court's decision. In May/June 2014 the High
Court ruled in favour of Ridlatama. In June/July 2014 PT ICD and PT TCUP filed a memoranda of appeal with the Supreme Court
of Indonesia. The decision of the South Jakarta District Court is therefore not final and binding. Should PT ICD and PT
TCUP be unsuccessful in all avenues of appeal then the receivables in the Statement of Financial Position before impairment
would be reduced by $1.67 million due to these companies no longer being consolidated in the Group accounts. In addition
the payables in the Statement of Financial Position would be reduced by $1.24 million. It remains the Group's position that
the receivable and payable in the Statement of Financial Position are able to be offset. In the event that the balances
cannot be offset the payable owing by the Group would not be settled until members of the Ridlatama group settled the
receivable. 
 
The Group is involved in litigation as detailed in the Chairman's Statement and Strategic Report.  As at the date of this
report the disclosure of any further information about the above matters would be prejudicial to the interests of the
Group. 
 
NOTE 23: EVENTS AFTER THE REPORTING PERIOD 
 
On the 1st October 2014 Mr Rachmat Gobel resigned as a Director and on the same day Mr Nikita Rossinsky was appointed a
Director. 
 
There has not been any other matter or circumstance occurring subsequent to the end of the financial year, that has
significantly affected or may significantly affect the operations of the Group, the results of those operations, or the
state of affairs of the Group in future financial years. 
 
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