Wrap Text
Consolidated condensed financial statements for the
year ended 28 February 2013
Rockwell Diamonds Inc.
(A company incorporated in accordance with
the laws of British Columbia, Canada)
(Incorporation number BCO354545)
(Formerly Rockwell Ventures Inc.)
(South African registration number: 2007/031582/10)
Share code on the JSE Limited: RDI
ISIN: CA77434W2022
Share code on the TSXV: RDI
CUSIP Number: 77434W103
("Rockwell")
24 May 2013
Consolidated condensed financial statements for the
year ended 28 February 2013
Consolidated Statements of Financial Position
Amounts in Canadian Dollars
As at As at
28 February 29 February
2013 2012
Assets
Non-current assets
Mineral property interests 31 405 358 35 949 211
Investment in associate 207 560 161 049
Property, plant and equipment 33 544 992 49 391 831
Investments and deposits 4 888 415 3 569 401
Rehabilitation deposits 1 818 291 3 104 716
Total non-current assets 71 864 616 92 176 208
Current assets
Inventories 2 304 782 1 622 880
Loans to related parties 94 183 276 601
Current tax receivable 39 587 -
Trade and other receivables 5 850 618 5 616 243
Cash and cash equivalents 5 570 626 10 741 341
Total current assets 13 859 796 18 257 065
Total assets 85 724 412 110 433 273
Equity and liabilities
Equity
Share capital 146 862 257 145 632 846
Reserves (11 874 763) (2 845 771)
Retained loss (77 478 322) (65 620 276)
Total equity attributable to
the equity holders of the Group 57 509 172 77 166 799
Non-controlling interest (2 137 472) (712 429)
Total equity 55 371 700 76 454 370
Liabilities
Non-current liabilities
Loans from related parties - 400 616
Loans and borrowings 3 889 684 4 582 095
Finance lease obligation 281 029 455 086
Deferred tax 6 543 184 7 540 531
Rehabilitation obligation 6 992 157 11 169 329
Total non-current liabilities 17 706 054 24 147 657
Current liabilities
Loans from related parties 48 925 330 116
Loans and borrowings 1 314 807 806 049
Finance lease obligation 321 083 283 339
Trade and other payables 8 121 922 7 582 262
Bank overdraft 2 839 921 829 480
Total current liabilities 12 646 658 9 831 246
Total liabilities 30 352 712 33 978 903
Total equity and liabilities 85 724 412 110 433 273
Consolidated Statements of Comprehensive Income
Amounts in Canadian Dollars For the For the
year ended year ended
28 February 29 February
2013 2012
Sale of diamonds 27 105 988 26 375 947
Beneficiation income 5 299 275 7 845 076
Production cost (31 338 217) (26 936 716)
Operating profit before
amortisation and depreciation 1 067 046 7 284 307
Amortisation of mineral
property interests (803 234) (1 306 743)
Depreciation of property,
plant and equipment (6 366 415) (6 679 466)
Gross loss (6 102 603) (701 902)
Other income 599 031 1 372 463
General and administration
expenses (5 806 816) (8 215 897)
Rehabilitation obligation
revised (recognised) 3 549 572 (1 288 532)
Arbitration settlement - (1 369 486)
Impairments (5 411 603) (4 938 893)
Loss before net finance costs (13 172 419) (15 142 247)
Finance income 613 760 780 482
Finance costs (1 406 635) (873 796)
Loss after net finance costs (13 965 294) (15 235 561)
Share of profit from equity
accounted investment 58 761 36 918
Loss before taxation (13 906 533) (15 198 643)
Taxation 130 155 1 479 259
Loss for the year (13 776 378) (13 719 384)
Other comprehensive loss net of
taxation:
Exchange differences on
translating foreign operations (8 733 171) (4 185 483)
Total comprehensive loss for the year (22 509 549) (17 904 867)
Loss attributable to:
Owners of the Group (10 900 533) (11 637 408)
Non-controlling interest (2 875 845) (2 081 976)
Loss for the year (13 776 378) (13 719 384)
Total comprehensive loss
attributable to:
Owners of the Group (19 866 594) (15 724 277)
Non-controlling interest (2 642 955) (2 180 590)
Total comprehensive loss
for the year (22 509 549) (17 904 867)
Loss per share
Basic and diluted loss per share
(cents) (22,55) (28,74)
Consolidated Statements of Changes in Equity
Amounts in Canadian Dollars
Share Foreign Share- Total
capital currency based net
translation payment reserves
reserve* reserve**
Balance at 1 March 2011 135 989 508 (6 364 795) 7 079 937 715 142
Total comprehensive
loss for the year
Loss for the year - - - -
Other comprehensive loss - (4 086 869) - (4 086 869)
Total comprehensive
loss for the year - (4 086 869) - (4 086 869)
Share-based payment
transactions - - 525 956 525 956
Debt conversion, net of
issue costs at $0.065
per share 435 715 - - -
Private placement,
net of issue costs
at $0.75 per share 7 756 477 - - -
Share issue costs (35 532) - - -
Asset and liability
acquisition (note 17) 1 486 678 - - -
Total changes 9 643 338 (4 086 869) 525 956 (3 560 913)
Balance at
29 February 2012 145 632 846 (10 451 664) 7 605 893 (2 845 771)
Total comprehensive loss
for the year
Loss for the year - - - -
Other comprehensive loss - (8 966 061) - (8 966 061)
Total comprehensive loss
for the year - (8 966 061) - (8 966 061)
Debt conversion, net of
issue costs at $0.48
per share 218 707 - - -
Share-based payment
transactions - - 558 411 58 411
Acquisition of non-
controlling interest
(note 17) 890 774 (621 342) - (621 342)
Payment on conversion of
mineral right (note 2) 119 930 - - -
Total changes 1 229 411 (9 587 403) 558 411 (9 028 992)
Balance at
28 February 2013 146 862 257 (20 039 067) 8 164 304 (11 874 763)
Note(s) 9 10
Consolidated Statements of Changes in Equity
Amounts in Canadian Dollars
Retained Total Non- Total
loss equity controlling equity
attributable interest
to equity
holders
of the
Group
Balance at 1 March 2011 (53 982 868) 82 721 782 647 407 83 369 189
Total comprehensive
loss for the year
Loss for the year (11 637 408) (11 637 408) (2 081 976) (13 719 384)
Other comprehensive
loss - (4 086 869) (98 614) (4 185 483)
Total comprehensive
loss for the year (11 637 408) (15 724 277) (2 180 590) (17 904 867)
Share-based payment
transactions - 525 956 - 525 956
Debt conversion,
net of issue costs
at $0.065 per share - 435 715 - 435 715
Private placement,
net of issue costs at
$0.75 per share - 7 756 477 - 7 756 477
Share issue costs - (35 532) - (35 532)
Asset and liability
acquisition (note 17) - 1 486 678 820 754 2 307 432
Total changes (11 637 408) (5 554 983) (1 359 836) (6 914 819)
Balance at
29 February 2012 65 620 276) 77 166 799 (712 429) 76 454 370
Total comprehensive
loss for the year
Loss for the year (10 900 533) (10 900 533) (2 875 845) (13 776 378)
Other comprehensive
loss - (8 966 061) 232 890 (8 733 171)
Total comprehensive
loss for the year (10 900 533) (19 866 594) (2 642 955) (22 509 549)
Debt conversion, net
of issue costs at
$0.48 per share - 218 707 - 218 707
Share-based payment
transactions - 558 411 - 558 411
Acquisition of non-
controlling interest
(note 17) (957 513) (688 081) 1 217 912 529 831
Payment on conversion
of mineral right
(note 2) - 119 930 - 119 930
Total changes (11 858 046) (19 657 627) (1 425 043)(21 082 670)
Balance at
28 February 2013 (77 478 322) 57 509 172 (2 137 472) 55 371 700
* Currency translation differences arising on the conversion of the
net investment in foreign operations from the functional currency to
the Company’s presentation currency are accumulated in the foreign
currency translation reserve.
** Equity settled share-based payment transactions are accumulated in
the share-based payment reserve.
Consolidated Statements of Cash Flows
Amounts in Canadian Dollars For the For the
year ended year ended
28 February 29 February
2013 2012
Cash flows from operating
activities
Cash receipts from customers 31 285 232 34 169 864
Cash paid to suppliers and
employees (36 093 313) (34 019 404)
Cash (used in) generated from
operations (4 808 081) 150 460
Finance income 406 835 255 672
Finance costs (533 085) (592 001)
Tax paid (39 587) -
Net cash outflow from
operating activities
(4 973 918) (185 869)
Cash flows from investing
activities
Purchase of property, plant
and equipment (4 750 650) (6 802 916)
Proceeds from sale of property,
plant and equipment 3 673 148 5 664 161
Sale of mineral property
interests 215 100 -
Asset and liability acquisition
net of cash and cash equivalents
acquired 2 659 (555 121)
Net movement in related party
loans (91 684) 74 131
Net movement in investments
and deposits (2 075 420) 493 245
Decrease (increase) in
rehabilitation deposits 875 128 (1 277 225)
Net cash outflow from investing
activities (2 151 719) (2 403 725)
Cash flows from financing
activities
Proceeds on share issue - 7 720 945
Share issue costs (5 293) -
Proceeds from convertible loan - 2 066 403
Repayment of loans and borrowings - (885 264)
(Repayment of) proceeds from
finance lease obligations (50 226) 615 726
Net cash (outflow) inflow from
financing activities (55 519) 9 517 810
Net movement in cash and
cash equivalents for the year (7 181 156) 6 928 216
Cash and cash equivalents at
the beginning of the year 9 911 861 2 983 645
Total cash and cash equivalents
at end of the year 2 730 705 9 911 861
Asset and liability acquisition
Jasper Mining Proprietary Limited
In June 2012, the Group completed the acquisition of 100% of the
share capital in Jasper Mining Proprietary Limited. The total
consideration paid by the Group for the interest was $12 and
additional Rockwell Diamonds Inc. shares to be issued upon conversion
of the old order mining right.
The acquisition was accounted as the acquisition of assets and
liabilities based on the acquisition not meeting the criteria for an
acquired business in terms of IFRS 3: Business Combinations.
The Jasper Mine property is contiguous to Rockwell's Saxendrift Mine
and has the potential to extend the life of Saxendrift Mine with
limited new investment.
The following summarises the assets and liabilities acquired:
Allocated cost based on relative fair value
Mineral property interests 1 165 529
Cash and cash equivalents 2 671
Trade and other payables (964 449)
Rehabilitation obligation (203 739)
Total identifiable net assets 12
The Group financed the purchase consideration through
Cash 12
Purchase price * 12
* In terms of the sale of shares and claims agreement (Jasper Mining)
an additional purchase consideration is payable in the form of
533,532 Rockwell Diamonds Inc. shares payable on the notification
from the DMR granting approval for conversion of the Jasper old order
mining right to a new order mining right. Notification was received
on 11 February 2013 from the DMR.
As at year end Linaplex Proprietary Limited has the option to
purchase 26% of Jasper Mining Proprietary Limited.
Acquisition of non-controlling interests
On 11 February 2013 the Group acquired the remaining 15% of the share
capital in HC van Wyk Diamonds Proprietary Limited and Klipdam
Diamond Mining Limited. This effectively unwinds the deal
conc luded in fiscal 2009 to purchase 26% of the Group's
Northern Cape operations by African Vanguard Resources Proprietary
Limited. The settlement of the purchase price was completed after
year end in the form of 3,466,667 Rockwell Diamonds Inc.
shares listed on the Johannesburg Stock Exchange. As part of
this transaction the liability of $529,831 payable to Liberty
Lane Trading 167 Pro prietary Limited (a subsidiary of African
Vanguard Resources Proprietary Limited), was settled through the
issue of shares. At reporting date these shares are still to be
issued.
Amounts in Canadian Dollars For the For the
year ended year ended
28 February 29 February
2013 2012
Loss per share
Basic and diluted loss per share
Basic loss per share
Cents per share (22,55) (28,74)
Basic loss per share was calculated
based on a weighted average number
of ordinary shares of 48 349 322
(2012:40 485 275).
Reconciliation of loss for the year to
basic loss
Loss for the year (13 776 378) (13 719 384)
Adjusted for:
Loss attributable to non-
controlling interest 2 875 845 2 081 976
Basic loss attributable to owners of
the Group (10 900 533) (11 637 408)
At 28 February 2013 and
29 February 2012 the impact of
share-based payment options were
excluded from the weighted
average number of shares, for the
purpose of the diluted loss per
share calculation, as the effect
would have been anti- dilutive.
Basic and diluted headline loss per
share
Headline loss per share (cents) (14,27) (15,34)
Reconciliation between basic loss
and headline loss
Basic loss attributable to owners
of the Group (10 900 533) (11 637 408)
Adjusted for:
Loss on disposal of mineral properties 23 900 -
Loss on disposal of property, plant
and equipment 156 062 489 615
Impairment of mineral property interests 959 124 -
Impairment of property, plant and
equipment 4 826 619 4 938 893
Reversal of impairment on property,
plant and equipment (585 923) -
Non-controlling interest portion of
above adjustments (1 380 556) -
Headline loss attributable to owners
of the Group (6 901 307) (6 208 900)
The basic and diluted headline loss per share disclosure is provided
based on the listing requirements of the Johannesburg Stock Exchange
(Group’s secondary listing). The disclosure of basic and
diluted headline loss per share is provid ed in accordance
with Circular 3/2012 as issued by the South African Institute of
Chartered Accountants. Headline loss represents the basic loss
attributable to the owners of the Group excluding certain
re-measurements.
Segmental information
The Group has three reportable operating segments, as described
below, which are the Group’s operating divisions. These divisions
offer different diamond product characteristics, qualities,
geological characteristics, processes and services, and are managed
separately because they require different technology and profit or
cost strategies. For each of the divisions the Gro up executive
committee (chief operating decision making body) reviews internally
managed reports on at least a monthly basis. The following describes
the operations in each of the Group’s reportable segments:
- Northern Cape operation is associated with the mining of
Paleo Channels and Rooikoppie gravels and the recovery of high value
and larger carat size diamonds;
- North West operation is associated with the mining of
potholes and the recovery of lower value and smaller carat size
diamonds; and
- Corporate represents the corporate management and
administrative function of the Group.
The reconciliation column represents the inter group transactions
eliminated on consolidation. All reportable segm ents are located in
the same geographical jurisdiction. Information regarding the results
of each of the reportable segments is included below.
For the year ended 28 February 2013
Northern North Corporate
Cape West
Property, plant
and equipment 29 105 278 4 431 591 8 123
Mineral property
interests 19 821 470 11 583 888 -
Total assets 55 769 553 17 251 694 80 189 009
Total liabilities 69 560 627 25 888 561 2 389 368
External revenue 30 600 628 1 804 635 -
Other material
non-cash items
- Depreciation on
property, plant
and equipment 5 032 684 1 330 381 3 350
- Amortisation on
mineral property
interests 760 635 42 599 -
- Rehabilitation
obligation (revised)
recognised 831 778 (4 381 350) -
- Impairment of
mineral property
interests 959 124 - -
- Impairment of
property, plant
and equipment 411 169 4 415 450 -
- Reversal of
impairment on
property, plant
and equipment (585 923) - -
- Write down to net
realisable value
of diamond inventories 374 207 - -
- Write down of mine
supplies 125 970 - -
- Impairment of sundry
receivables 55 938 29 875 -
equity accounted
investment - - 58 761
Finance income 356 463 85 079 172 218
Finance costs 423 076 879 018 104 541
Taxation 130 155 - -
Loss for the year 5 184 428 7 217 461 1 374 489
Property, plant and
equipment 39 892 086 9 499 331 414
Mineral property
interests 22 762 857 13 186 354 -
Total assets 74 061 479 27 679 859 82 962 380
Total liabilities 78 062 807 27 519 153 2 667 388
External revenue 32 299 173 1 921 850 -
Other material non-
cash items
- Depreciation on
property, plant
and equipment 6 195 990 482 655 821
- Amortisation on
mineral property
interests 1 282 834 23 909 -
- Rehabilitation
obligation (revised)
recognised 752 212 536 320 -
- Impairment of
property, plant and
equipment 4 938 893 - -
- Share of profit
from equity
accounted investment - - 36 918
Finance income 563 868 125 864 90 750
Finance cost 475 060 247 434 151 302
Taxation 1 479 259 - -
Loss for the year 5 465 268 4 411 757 3 842 359
Reconciling Total
Property, plant
and equipment - 33 544 992
Mineral property
interests - 31 405 358
Total assets (67 485 844) 85 724 412
Total liabilities (67 485 844) 30 352 712
External revenue - 32 405 263
Other material
non-cash items
- Depreciation on
property, plant
and equipment - 6 366 415
- Amortisation on
mineral property
interests - 803 234
- Rehabilitation
obligation (revised)
recognised - (3 549 572)
- Impairment of
mineral property
interests - 959 124
- Impairment of
property, plant
and equipment - 4 826 619
- Reversal of
impairment on
property, plant
and equipment - (585 923)
- Write down to net
realisable value
of diamond inventories - 374 207
- Write down of mine
supplies - 125 970
- Impairment of sundry
receivables - 85 813
- Share of profit from
equity accounted
investment - 58 761
Finance income - 613 760
Finance costs - 1 406 635
Taxation - 130 155
Loss for the year - 13 776 378
Property, plant and
equipment - 49 391 831
Mineral property
interests - 35 949 211
Total assets (74 270 445) 110 433 273
Total liabilities (74 270 445) 33 978 903
External revenue - 34 221 023
Other material non-
cash items
- Depreciation on
property, plant
and equipment - 6 679 466
- Amortisation on
mineral property
interests - 1 306 743
- Rehabilitation
obligation (revised)
recognised - 1 288 532
- Impairment of
property, plant and
equipment - 4 938 893
- Share of profit
from equity
accounted investment - 36 918
Finance income - 780 482
Finance cost - 873 796
Taxation - 1 479 259
Loss for the year - 13 719 384
Subsequent events
On April 15, 2013 the Group announced it had reached an agreement to
sell Klipdam Mine and associated properties for a total cash
consideration of $2.5 million. The purchase consideration of
ZAR23 million ($2.5 million) is payable in three tranches, the first
ZAR10 million ($4.3 million) was received on signature of agreement,
8 monthly instalments of ZAR1 million ($0.1 million) and a final
ZAR5 million ($2.2 million) on receipt of the Section 11 approval from the
Department of Mineral Resources.
Although no formal plan existed at year end to dispose of Klipdam and
its related assets, speculative third party offers rece ived prior to
year end, indicated a value for the suite of assets deployed at
Klipdam below the carrying value. As a result of the estimated
allocated fair value less cost to sell attributable to the Klipdam
suite of assets, an aggregate impairment of $1.4 million relating to
mineral properties and property, plant and equipment has been
accounted for at 28 February 2013.
As a result of the above transaction, approval was granted by the
Company post year end to bring the Niewejaarskraal mine int o
production. A reversal of a prior year impairment ($0.6 million)
relating to property, plant and equipment was accounted for as a
result.
Sasfin Capital
(a division of Sasfin Bank Limited)
Date: 24/05/2013 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
