Wrap Text
Unaudited condensed interim consolidated financial statements for the period ended 30 November 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")
9 January 2014
Unaudited Condensed Interim Consolidated Financial Statements
for the period ended 30 November 2013
Consolidated Statements of Financial Position
Amounts in Canadian Dollars
(000’s) As at As at
30 November 28 February
2013 2013
Assets
Non current assets
Mineral property interests 28 205 31 405
Investment in associate 257 208
Property, plant and equipment 29 983 33 545
Other financial assets 5 165 4 888
Rehabilitation deposits 1 700 1 818
Total non current assets 65 310 71 864
Current assets
Inventories 6 748 2 305
Loans to related parties 87 94
Current tax receivable 36 39
Trade and other receivables 6 241 5 851
Cash and cash equivalents 598 5 571
Total current assets 13 710 13 860
Total assets 79 020 85 724
Equity and liabilities
Equity
Share capital 146 857 146 862
Reserves (16 708) (11 875)
Retained loss (80 070) (77 478)
Total equity attributable to 50 079 57 509
the equity holders of the
Group
Non controlling interest (2 018) (2 137)
Total equity 48 061 55 372
Liabilities
Non current liabilities
Loans and borrowings 3 830 3 890
Finance lease obligation 127 281
Deferred tax 6 223 6 543
Rehabilitation obligation 8 280 6 992
Total non current liabilities 18 460 17 706
Current liabilities
Loans from related parties 4 49
Loans and borrowings 1 309 1 314
Finance lease obligation 236 321
Trade and other payables 8 105 8 122
Bank overdraft 2 845 2 840
Total current liabilities 12 499 12 646
Total liabilities 30 959 30 352
Total equity and liabilities 79 020 85 724
Consolidated Statements of Comprehensive Income
Amounts in Canadian Dollars
(000’s)
3 months 9 months 3 months 9 months
ended ended ended ended
30 November 30 November 30 November 30 November
2013 2013 2012 2012
Sale of diamonds 11 222 27 659 7 149 20 185
Beneficiation
income 632 3 104 1 608 3 074
Production cost (9 076) (24 378) (7 807) (21 913)
Operating profit
before amortisation and
depreciation 2 778 6 385 950 1 346
Amortisation of
mineral property
interests (238) (618) (266) (740)
Depreciation of
property, plant
and equipment (1 262) (3 432) (1 640) (4 999)
Gross profit
(loss) 1 278 2 335 (956) (4 393)
Other income 210 488 18 561
General and
administration
expenses (1 320) (3 606) (1 300) (4 216)
Rehabilitation obligation
recognised (331) (1 561) (567) (1 047)
Loss before net
finance costs (163) (2 344) (2 805) (9 095)
Finance income 161 414 158 386
Finance costs (199) (597) (204) (631)
Loss after net
finance costs (201) (2 527) (2 851) (9 340)
Share of profit from
equity accounted
investment 27 83 23 43
Loss before taxation (174) (2 444) (2 828) (9 297)
Taxation (205) (547) (1 841) (816)
Loss for the period (379) (2 991) (4 669) (10 113)
Other comprehensive
income (loss):
Exchange differences on
translating foreign
operations 440 (5 080) (2 629) (9 728)
Total comprehensive
income (loss)
for the period 61 (8 071) (7 298) (19 841)
Loss
attributable to:
Owners of the
Group (358) (2 913) (3 719) (7 860)
Non-controlling
interest (21) (78) (950) (2 253)
Loss for the
period (379) (2 991) (4 669) (10 113)
Total comprehensive
income (loss)
attributable to:
Owners of the
Group 106 (8 190) (6 481) (17 857)
Non-controlling
interest (45) 119 (817) (1 984)
Total comprehensive
income (loss)
for the period 61 (8 071) (7 298) (19 841)
Loss per share
Per share information
Basic and
diluted loss per
share (cents) (0.72) (5.95) (7.68) (16.26)
Consolidated Statements of Changes in Equity
Amounts in Canadian Dollars
(000’s)
Share Foreign Share- Total
capital currency based net
trans- payment reserves
lation reserve
reserve
Balance at 1 March 2012 145 633 (10 452) 7 606 (2 846)
Loss for the year – – – –
Other comprehensive
loss – (8 966) – (8 966)
Total comprehensive – (8 966) – (8 966)
loss for the year
Share-based payment
transactions – – 558 558
Debt conversion, net
of issue costs at $0.48
per share 219 – – –
Acquisition of non-
controlling interest 890 (621) – (621)
Payment on conversion
of mineral right 120 – – –
Total changes 1 229 (9 587) 558 (9 029)
Balance at 28 Feb 2013 146 862 (20 039) 8 164 (11 875)
Total comprehensive
loss for the period
Loss for the period – – – –
Other comprehensive
loss – (5 277) – (5 277)
Total comprehensive
loss for the period – (5 277) – (5 277)
Share-based payment
transactions – – 444 444
Disposal of subsidiary – – – –
Share issue costs (5) – – –
Total changes (5) (5 277) 444 (4 833)
Balance at 30 Nov 2013 146 857 (25 316) 8 608 (16 708)
Consolidated Statements of Changes in Equity
Amounts in Canadian Dollars
(000’s)
Retained Total Non- Total
loss equity control- equity
attri- ling
butable interest
to equity
holders of
the Group
Balance at 1 March 2012 (65 619) 77 168 (712) 76 456
Loss for the year (10 901) (10 901) (2 876) (13 777)
Other comprehensive
loss – (8 966) 233 (8 733)
Total comprehensive
loss for the year (10 901) (19 867) (2 643) (22 510)
Share-based payment
transactions – 558 – 558
Debt conversion, net
of issue costs at $0.48
per share – 219 – 219
Acquisition of non-
controlling interest (958) (689) 1 218 529
Payment on conversion
of mineral right – 120 – 120
Total changes (11 859) (19 659) (1 425) (21 084)
Balance at 28 Feb 2013 (77 478) 57 509 (2 137) 55 372
Total comprehensive
loss for the period
Loss for the period (2 913) (2 913) (78) (2 991)
Other comprehensive
loss – (5 277) 197 (5 080)
Total comprehensive
loss for the period (2 913) (8 190) 119 (8 071)
Share-based payment
transaction – 444 – 444
Disposal of subsidiary 321 321 – 321
Share issue costs – (5) – (5)
Total changes (2 592) (7 430) 119 (7 311)
Balance at 30 Nov 2013 (80 070) 50 079 (2 018) 48 061
Consolidated Statements of Cash Flows
Amounts in Canadian Dollars
(000’s)
3 months 9 months 3 months 9 months
ended ended ended ended
30 November 30 November 30 November 30 November
2013 2013 2012 2012
Cash flows from
operating activities
Cash receipts from
customers 11 800 29 836 8 113 24 813
Cash paid to
suppliers and
employees (13 518) (30 943) (9 524) (27 180)
Cash used in
operations (1 718) (1 107) (1 411) (2 367)
Finance income 161 415 158 387
Finance costs (230) (578) (203) (631)
Tax refunded (paid) – – 2 (39)
Net cash outflow
from operating
activities (1 787) (1 270) (1 454) (2 650)
Cash flows from
investing activities
Purchase of property,
plant and equipment (437) (5 480) (1 415) (3 845)
Proceeds from sale
of property, plant
and equipment – 41 383 1 144
Purchase
of mineral property
interests (2) (8) – –
Proceeds from sale
of mineral property
interests – – 226 226
Net asset disposal – 2 556 – 3
Net movement
in related party
loans 15 (42) 13 (165)
Net movement in other
financial assets (170) (494) (166) (1 531)
Increase in
rehabilitation deposits (16) (48) (62) –
Decrease in
rehabilitation deposits – – – 865
Movement in restricted
cash – – 44 (855)
Net cash outflow from
investing activities (610) (3 475) (977) (4 158)
Cash flows from
financing activities
Share issue costs – (5) – (5)
Repayment of
convertible loan (3) (7) (2) (8)
Net movement in capital
lease obligations (94) (221) 156 (6)
Net cash (outflow)
inflow from
financing activities (97) (233) 154 (19)
Net movement in cash
and cash equivalents
for the period (2 494) (4 978) (2 277) (6 827)
Cash and cash
equivalents at the
beginning of the period 247 2 731 5 361 9 911
Total net cash and cash
equivalents at end
of the period (2 247) (2 247) 3 084 3 084
Loss per share
Amounts in Canadian Dollars
(000’s)
3 months 9 months 3 months 9 months
ended ended ended ended
30 November 30 November 30 November 30 November
2013 2013 2012 2012
Basic and diluted
loss per share
Basic loss per share
Cents per share (0.72) (5.95) (7.68) (16.26)
Basic loss per share was calculated based on a weighted average
number of ordinary shares of 49 595 681 for the 3 months ended
30 November 2013 (3 months ended 30 November 2012: 48 409 413)
and 48 974 752 for the 9 months ended 30 November 2013
(9 months ended 30 November 2012: 48 329 655).
Reconciliation of loss for the period to basic loss
Amounts in Canadian Dollars
(000’s)
3 months 9 months 3 months 9 months
ended ended ended ended
30 November 30 November 30 November 30 November
2013 2013 2012 2012
Loss for the
period (379) (2 991) (4 669) (10 113)
Adjusted for:
Loss attributable
to non-controlling
interest 21 78 950 2 253
Basic loss attribu-
table to owners of
the Group (358) (2 913) (3 719) (7 860)
Diluted loss per share is equal to loss per share because there are
no dilutive potential ordinary shares in issue.
At 30 November 2013 and 30 November 2012 the impact of share- based
payment options were excluded from the weighted average number of
shares as the effect would have been anti-dilutive.
Basic and diluted headline loss per share
Amounts in Canadian Dollars
(000’s)
3 months 9 months 3 months 9 months
ended ended ended ended
30 November 30 November 30 November 30 November
2013 2013 2012 2012
Headline loss per
share (cents) (0.72) (5.98) (7.50) (16.87)
Reconciliation
between basic loss
and headline loss
Basic loss attribu-
table to owners
of the Group (358) (2 913) (3 719) (7 860)
Adjusted for:
Loss (profit) on
sale of property,
plant and equipment – (16) 62 (318)
Loss on sale of
mineral property
interests - - 24 24
Headline loss
attributable to
owners of the Group (358) (2 929) (3 633) (8 154)
Subsequent events
On December 9, 2013, the Company announced that it had concluded an
agreement with a well established black investment company (“new BEE
partner”), to acquire a 30% equity stake in the Company’s Middle
Orange operations*, replacing AVR as its BEE partner in the region,
as required by South African law, under the BEE legislative provisions,
subject to some conditions precedent. The total acquisition consideration
of ZAR72.6 million (US$7.3 million) will be paid in two tranches with an
initial payment of ZAR17.3 million ($1.7 million) which will be settled
once the various regulatory approvals have been achieved. A vendor loan
will been raised for the balance of the purchase price, to be settled
on or before February 28, 2018 at a fixed interest rate of 9.0% per annum.
During December 2013, the Section 102 approvals were obtained from the
Department of Mineral Resources, enabling the Company to complete the
unwinding of the BEE partnership with AVR and triggering the final payment
to AVR which was settled by the issue of 3,466,667 Rockwell Diamonds Inc.
ordinary shares.
* Middle Orange operations comprise the Saxendrift, Saxendrift Hill
Complex, Saxendrift Extension and Niewejaarskraal mines as well as
the Wouterspan project, among others.
In the third quarter of fiscal 2014, the Company signed an agreement
to dispose of its prospecting rights in Mooidraai and Holsloot for a
total consideration of ZAR25 million (C$2.6 million). These
prospecting rights were held by Saxendrift Mine Proprietary Limited.
The agreement is subject to certain conditions precedent, including the
successful completion of a due diligence and Ministerial Consent. As at
30 November 2013, none of the conditions precedent had been fulfilled,
and therefore no account of this transaction has been included in these
financial statements.
Apart from the above, the directors are not aware of any matter or
circumstance arising since the end of the period.
Sponsor: PSG Capital
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