Wrap Text
Atlatsa announces unaudited condensed consolidated interim financial statements for three months ended 31March 2014
Atlatsa Resources Corporation
(previously Anooraq Resources Corporation)
(Incorporated in British Columbia, Canada)
(Registration number 10022-2033)
TSX/JSE share code: ATL
NYSE MKT share code: ATL
ISIN: CA0494771029
(”Atlatsa” or the “Company”)
ATLATSA ANNOUNCES ITS UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED 31 MARCH 2014
Atlatsa announces its unaudited condensed consolidated interim financial statements for the three months ended 31
March 2014. This announcement should be read with the Company`s full Financial Statements and Management
Discussion & Analysis, for the three months ended 31 March 2014, available at www.atlatsa.com and filed on
www.sedar.com.
These financial statements have not been reviewed by the Company’s auditors
Quote:
ATLATSA RESOURCES CORPORATION
Condensed Consolidated Interim Statements of Financial Position
As at 31 March 2014
(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
Audited
Note 31 March 2014 31 December 2013
Assets
Non-current assets
Property, plant and equipment 5 675,641,797 651,178,482
Capital work-in-progress 6 31,068,455 27,296,481
Intangible assets 298,933 326,350
Mineral property interests 7 6,121,876 7,612,443
Goodwill 9,169,040 8,845,940
Platinum producers’ environmental trust 3,528,129 3,292,979
Other non-current assets 555 540
Total non-current assets 725,828,785 698,553,215
Current assets
Inventories 995,968 373,698
Trade and other receivables 39,079,538 33,782,099
Cash and cash equivalents 15,115,683 40,655,103
Restricted cash 278,401 265,293
Total current assets 55,469,590 75,076,193
Total assets 781,298,375 773,629,408
Equity and Liabilities
Equity
Share capital 8 309,659,583 71,967,083
Treasury shares 8 (4,991,726) (4,991,726)
Convertible preference shares - 162,910,000
Foreign currency translation reserve 26,323 (10,119,860)
Share-based payment reserve 25,879,608 25,794,650
Accumulated loss (69,550,369) (64,673,717)
Total equity attributable to equity holders of the Company 261,023,419 180,886,430
Non-controlling interest 206,837,555 198,227,542
Total equity 467,860,974 379,113,972
Liabilities
Non-current liabilities
1
Loans and borrowings 9 122,137,223 110,320,221
Deferred taxation 127,479,208 124,519,382
Provisions 11,742,695 11,100,511
Total non-current liabilities 261,359,126 245,940,114
Current liabilities
Trade and other payables 51,402,277 71,878,955
Short-term portion of loans and borrowings 9 675,998 76,696,367
Total current liabilities 52,078,275 148,575,322
Total liabilities 313,437,401 394,515,436
Total equity and liabilities 781,298,375 773,629,408
Approved by the Board of Directors on 15 May 2014
/s/ Harold Motaung /s/ Fikile De Buck
Harold Motaung (Director) Fikile De Buck (Director)
ATLATSA RESOURCES CORPORATION
Condensed Consolidated Interim Statements of Comprehensive Loss
For the periods ended 31 March 2014
(Unaudited - Expressed in Canadian Dollars)
Note Three months ended 31 March
2014 2013
Revenue 53,830,939 45,080,728
Cost of sales 60,966,185) (53,428,927)
Gross loss (7,135,246) (8,348,199)
Administrative expenses (3,365,017) (4,090,554)
Other income 7,478 145,091
Fair value gain and AG8 adjustments on loans and borrowings 391,858 20,627,354
Operating (loss)/profit (10,100,927) 8,333,692
Finance income 81,606 108,720
Finance expense (3,981,152) (14,226,282)
Net finance expense (3,899,546) (14,117,562)
Loss before income tax (14,000,473) (5,783,870)
Income tax 1,184,503 1,159,007
Loss for the period (12,815,970) (4,624,863)
Other comprehensive income /(loss)
Foreign currency translation differences for foreign operations 17,205,750 (10,976,744)
Other comprehensive income/(loss) for the period, net of income
17,205,750 (10,976,744)
tax
Total comprehensive income/(loss) for the period 4,389,780 (15,601,607)
(Loss)/income attributable to:
Owners of the Company (4,876,655) (6,164,534)
Non-controlling interest (7,939,315) 1,539,671
Loss for the period (12,815,970) (4,624,863)
Total comprehensive income/(loss) attributable to:
Owners of the Company 5,354,485 (4,689,354)
2
Non-controlling interest (964,705) (10,912,253)
Total comprehensive income/(loss) for the period 4,389,780 (15,601,607)
ATLATSA RESOURCES CORPORATION
Condensed Consolidated Interim Statements of Changes in Equity
For the periods ended 31 March 2014
(Unaudited - Expressed in Canadian Dollars)
Attributable to equity holders of the Company
Share Capital Treasury Shares Convertible
preference shares
For the period ended 31 March 2013
Balance at 1 January 2013 71,967,083 (4,991,726) 162,910,000
Total comprehensive income/(loss)
for the period
(Loss)/income for the period - - -
Other comprehensive income/(loss)
Foreign currency translation - - -
differences
Total comprehensive income/(loss) - - -
for the period
Transactions with owners, recorded
directly in equity
Contributions by and distributions to
owners
Share-based payment - - -
transaction
Total contributions by and - - -
distributions to owners
Balance at 31 March 2013 71,967,083 (4,991,726) 162,910,000
For the period ended 31 March 2014
Balance at 1 January 2014 71,967,083 (4,991,726) 162,910,000
Issue of Shares 74,782,500 - -
Acquisition of shares in Bokoni - - -
Holdings (Pty) Ltd
Conversion of Convertible Preference 162,910,000 - (162,910,000)
shares
Total comprehensive income/(loss)
for the period
Loss for the period - - -
Other comprehensive income/(loss)
Foreign currency translation - - -
differences
Total comprehensive income/(loss) - - -
for the period
Transactions with owners, recorded
directly in equity
Contributions by and distributions to
owners
Share-based payment - - -
transactions
Total contributions by and - - -
distributions to owners
3
Balance at 31 March 2014 309,659,583 (4,991,726) -
Attributable to equity holders of the Company
Foreign currency Share-based Accumulated loss
translation reserve payment reserve
For the period ended 31 March 2013
Balance at 1 January 2013 (9,797,657) 25,285,851 (264,166,155)
Total comprehensive income/(loss)
for the period
(Loss)/income for the period - - (6,164,534)
Other comprehensive income/(loss)
Foreign currency translation 1,577,170 (101,990) -
differences
Total comprehensive income/(loss) 1,577,170 (101,990) (6,164,534)
for the period
Transactions with owners, recorded
directly in equity
Contributions by and distributions to
owners
Share-based payment - 16,756 -
transactions
Total contributions by and - 16,756 -
distributions to owners
Balance at 31 March 2013 (8,220,487) 25,200,617 (270,330,689)
For the period ended 31 March 2014
Balance at 1 January 2014 (10,119,860) 25,794,651 (64,673,717)
Issue of Shares - - -
Acquisition of shares in Bokoni - - -
Holdings (Pty) Ltd
Conversion of Convertible Preference - - -
shares
Total comprehensive income/(loss)
for the period
Loss for the period - - (4,876,652)
Other comprehensive income/(loss)
Foreign currency translation 10,146,183 84,957 -
differences
Total comprehensive income/(loss) 10,146,183 84,957 (4,876,652)
for the period
Transactions with owners, recorded
directly in equity
Contributions by and distributions to
owners
Share-based payment - - -
transactions
Total contributions by and - - -
distributions to owners
Balance at 31 March 2014 26,323 25,879,608 (69,550,369)
4
Attributable to
equity holders of
the Company
Total Non-controlling Total
interest
For the period ended 31 March 2013
Balance at 1 January 2013 (18,792,604) 224,049,827 205,257,223
Total comprehensive income/(loss) for
the period
(Loss)/income for the period (6,164,534) 1,539,671 (4,624,863)
Other comprehensive income/(loss)
Foreign currency translation 1,475,180 (12,451,924) (10,976,744)
differences
Total comprehensive income/(loss) for (4,689,354) (10,912,253) (15,601,607)
the period
Transactions with owners, recorded
directly in equity
Contributions by and distributions to
owners
Share-based payment transactions 16,756 - 16,756
Total contributions by and 16,756 - 16,756
distributions to owners
Balance at 31 March 2013 (23,465,202) 213,137,574 189,672,372
For the period ended 31 March 2014
Balance at 1 January 2014 180,886,431 198,227,542 379,113,973
Issue of Shares 74,782,500 - 74,782,500
Acquisition of shares in Bokoni - 9,574,718 9,574,718
Holdings (Pty) Ltd
Conversion of Convertible Preference - - -
shares
Total comprehensive income/(loss) for
the period
Loss for the period (4,876,652) (7,939,315) (12,815,967)
Other comprehensive income/(loss)
Foreign currency translation 10,231,140 6,974,610 17,205,750
differences
Total comprehensive income/(loss) for 5,354,488 964,705 4,389,783
the period
Transactions with owners, recorded
directly in equity
Contributions by and distributions to
owners
Share-based payment transactions - - -
Total contributions by and - - -
distributions to owners
Balance at 31 March 2014 261,023,419 206,837,555 467,860,974
5
ATLATSA RESOURCES CORPORATION
Condensed Consolidated Interim Statements of Cash Flows
For the periods ended 31 March 2014
(Unaudited - Expressed in Canadian Dollars)
Note Three months ended 31 March
2014 2013
Cash flows from operating activities
Cash utilised by operations 10 (27,098,306) (27,402,956)
Interest received 56,609 79,672
Interest paid (342,431) (3,234)
Taxation paid (345,363) -
Cash utilised by operating activities (27,729,491) (27,326,518)
Cash flows from investing activities
Acquisition of property, plant and equipment 5 (1,331) -
Acquisition of capital-work-in-progress 6 (11,213,132) (11,990,803)
Proceeds on disposal of property, plant and equipment 4,064 -
Investment in environmental trusts (89,464) (113,652)
Cash utilised by investing activities (11,299,863) (12,104,455)
Cash flows from financing activities
Long term borrowings raised – New Senior Facility 6,231,915 -
Long term borrowings raised – Shareholder loan 5,987,526 -
Long term borrowings raised – Working Capital Facility 831.400
Long term borrowings raised - OCSF - 41,728,952
Proceeds on issue of Atlatsa Shares 74,782,500 -
Long term borrowings repaid – New Senior Facility (74,782,500) -
Repayment of other loans (168,997) (178,171)
Cash generated from financing activities 12,881,844 41,550,781
Effect of foreign currency translation 342,799 (874,300)
Net (decrease) /increase in cash and cash equivalents (25,804,711) 1,245,508
Cash and cash equivalents, beginning of period 40,920,396 14,580,886
Cash and cash equivalents, end of period 15,115,685 15,826,394
6
ATLATSA RESOURCES CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the periods ended 31 March 2014
(Unaudited - Expressed in Canadian Dollars)
1. REPORTING ENTITY
Atlatsa Resources Corporation ("Company" or "Atlatsa") is incorporated in the Province of British Columbia, Canada. The
Company had a primary listing on the TSX Venture Exchange (“TSX-V”) and has a secondary listing on the New York Stock
Exchange (“NYSE MKT”) and the JSE Limited (“JSE”). Subsequent to year end, on 5 February 2014, the Group migrated
from the TSX Venture Exchange to the Toronto Stock Exchange (“TSX”). The consolidated financial statements comprise the
Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”) Its principal business
activity is the mining and exploration of Platinum Group Metals (“PGM”) through its mineral property interests. The Company
focuses on mineral property interests located in the Republic of South Africa in the Bushveld Complex. Atlatsa operates in
South Africa through its wholly-owned subsidiary Plateau Resources Proprietary Limited (“Plateau”) which owns the Group’s
various mineral property interests and conducted the Group’s business in South Africa.
2. GOING CONCERN
Atlatsa incurred a net loss for the three months ended 31 March 2014 of $12.8 million (compared to a 2013 fiscal year profit of
$99.9 million) and as of that date its total assets exceeded its total liabilities by $467.9 (compared to 31 December 2013 when
total assets exceeded total liabilities by $379.1 million).
The company completed a part of Phase Two of its restructuring and recapitalising plan on 13 December 2013. This included
the following transactions between the Company and RPM, a 100% subsidiary of Anglo American Platinum Limited (“Anglo
Platinum”):
- the sale and transfer of the Company’s interest in the Boikgantsho Project and the Eastern section of the Ga-Phasha
Project to RPM for a net consideration of $178.5 million (ZAR1,700.0 million);
- the purchase consideration payable for the sale of the Boikgantsho Project was paid to the Company on December 13,
2013, excluding an amount of $3.0 million (ZAR29.0 million) in respect of the Boikgantsho Project information which is
payable on the date of execution of the notarial deed of extension of the RPM Mining Right to include the Boikgantsho
Prospecting Rights. The proceeds were used to reduce the outstanding debt to RPM;
- RPM subscribed for additional shares in Bokoni Platinum Holdings Proprietary Limited (“Bokoni Holdco”) to the value of
$203.6 million (ZAR1,939.4 million). Bokoni Holdco utilised these funds to repay the debt outstanding between Bokoni
Holdco and RPM of $203.6 million (ZAR1,939.4 million);
- The 2009 Senior Debt Facility was repaid in full and the New Senior Debt Facility between Plateau and Rustenburg
Platinum Mines Limited (“RPM”) as signed on March 27, 2013 was made effective. The amount available under the New
Senior Debt Facility is $241,5 million (ZAR2,300 million) of which $233.7 million (ZAR 2,225.7 million), including interest
was utilised by 31 December 2013.
The net result was the Group’s debt was reduced by $379.1 million (ZAR 3,610.4 million).
In addition, a Working Capital Facility was provided by RPM to fund the Group’s administrative and corporate expenses. The
restructuring and recapitalising plan was finalised on 31 January 2014 resulting in the amount outstanding under the New
Senior Debt Facility being reduced by a further $78.8 million (ZAR 750 million).
The New Senior Debt Facility is only repayable once the company generates sufficient free cash flow. The delay in the
implementation of Phase two resulted in the additional resources that were made available in terms of the New Senior Debt
facility being insufficient to meet the short term cash requirements of Bokoni Platinum Mines Proprietary Limited (“Bokoni
Mine”), due to the interest accruing on the available debt facility. The facility was fully drawn by March 2014.
An alternative funding arrangement was entered into with RPM in November 2013, whereby an advance on the Purchase of
Concentrate revenue (“Advance”) on the concentrate sales made to RPM by Bokoni Mine was provided. The Advance was
originally available from 1 November 2013 until 30 November 2014. The agreement with RPM with respect to the Advance
provides that RPM may advance funds to Bokoni up to an amount of the lower of 90% of an advance on revenue for the
preceding two months and $37.8 million (ZAR360.0 million), provided that the amount advanced shall not exceed the actual
cash requirements for that month. This agreement was renegotiated in March 2014 to provide that RPM may advance funds
to Bokoni Mine up to an amount of the lower of 95% of an advance on revenue for the preceding two months and $49.9
million (ZAR475.0 million), provided that the amount advanced shall not exceed the actual cash requirements for that month
of Bokoni Mine. In May 2014 the agreement was extended to 30 June 2015.
The Working Capital Facility made available to Plateau up to a maximum of $3.2 million (ZAR30 million) per year to Atlatsa
during each of 2013, 2014 and 2015 for an aggregate facility of $9.5 million (ZAR90 million), including capitalised interest to
fund Atlatsa’s corporate and administrative expenses through to 2015. The Working Capital Facility is repayable in full by
December 31, 2018.
ATLATSA RESOURCES CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the periods ended 31 March 2014
(Unaudited - Expressed in Canadian Dollars)
In March 2014, further negotiations were entered into with RPM and the following were agreed to ensure the Group had
sufficient cash resources:
- RPM will meet its 49% shareholder commitment to match any cash resources that Atlatsa contributes;
- The backlog of accounts payable relating to Anglo Platinum of approximately $14.7 million (ZAR140 million) will be
deferred to be paid from April 2015 over 9 equal instalments;
- The available facility of the $9.5 million (ZAR90 million) Working Capital Facility will be made available in the event Bokoni
requires additional cash resources.
- RPM will consider the availability of the ZAR29 million outstanding on the sale of the Boikgantsho Project that took place
on 13 December 2013 which is currently payable by RPM to the Company on the date of execution of a notarial deed of
extension of the RPM Mining Right to include the Boikgantsho Prospecting Rights.
Atlatsa executives will make available $6.3 million (ZAR60 million) as cash resources.
Bokoni Mine has further evaluated that it can delay planned capital expenditure of approximately $3.2 million (ZAR30 million)
without impacting its production plans.
As a result of the available cash facilities of which $6.3 million is committed and held in escrow the financial statements are
prepared on the basis of accounting policies applicable to a going concern.
3. STATEMENT OF COMPLIANCE
These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial
Reporting. They do not include all of the information required for complete set of International Financial Reporting Standards
annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at
and for the year ended 31 December 2013. The consolidated financial statements of the Group as at and for the year ended
31 December 2013 are available upon request from the Company’s registered office at 82 Grayston Drive, Sandton, South
Africa or at www.sedar.com.
4. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as
those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2013, except
for the following standards and interpretations adopted in the current financial year:
- Investment Entities (Amendments to IFRS 10, IFRS 12, and IAS 27)
- Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32)
- Recoverable Amount Disclosures for Non-Financial Assets (Amendments to IAS 36)
- IFRIC 21 Levies
- Novation of Derivatives and Continuation of Hedge Accounting (amendments to IAS 39)
There was no significant impact on these condensed consolidated interim financial statements as a result of adopting these
standards and interpretations.
Standards and interpretations issued but not yet effective and applicable to the Group:
Effective for the financial year commencing 1 January 2015
- Annual Improvements to IFRS’s 2010 – 2012 Cycle – various standards
- Annual Improvements to IFRS’s 2011 – 2013 Cycle – various standards
Effective for the financial year commencing 1 January 2016
- IFRS 14 Regulatory Deferral Accounts
To be decided
- IFRS 9 Financial Instruments
The Group is currently evaluating the impact, if any, that these standards will have on the consolidated financial statements.
ATLATSA RESOURCES CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the periods ended 31 March 2014
(Unaudited - Expressed in Canadian Dollars)
Three months Year ended 31
5. PROPERTY, PLANT AND EQUIPMENT ended 31 March December
2014 2013
Summary
Cost
Balance at beginning of period 780,046,204 856,549,652
Additions 1,331 278,200
Transferred from capital work-in-progress 9,188,687 41,942,185
Disposals - (2,982,768)
Adjustment to rehabilitation assets - 2,697,102
Effect of translation 28,798,862 (118,438,167)
Balance at end of period 818,035,084 780,046,204
Accumulated depreciation and impairment losses
Balance beginning of period 128,867,722 108,092,747
Depreciation for the period 8,533,093 39,397,747
Disposals - (1,964,190)
Effect of translation 4,992,472 (16,658,582)
Balance at end of period 142,393,287 128,867,722
Carrying value 675,641,797 651,178,482
6. CAPITAL WORK-IN-PROGRESS
Capital work-in-progress consists of mine development and infrastructure costs relating to the Bokoni mine and will be
transferred to property, plant and equipment when the relevant projects are commissioned.
Balance at beginning of period 27,296,481 20,027,764
Additions 11,213,132 50,987,358
Transfer to property, plant and equipment (9,188,687) (41,942,185)
Capitalisation of borrowing costs 660,666 1,502,507
Effect of translation 1,086,863 (3,278,963)
Balance at end of period 31,068,455 27,296,481
Capital work-in-progress is funded through cash generated from operations and available loan facilities.
7. MINERAL PROPERTIES
Balance at beginning of year 7,612,443 11,903,918
Mineral property interests sold - (3,449,797)
Amortisation (1,537,824) -
Effect of translation 47,257 (841,678)
Balance at end of period 6,121,876 7,612,443
The Group’s mineral property interest consists of various early stage exploration projects
ATLATSA RESOURCES CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the periods ended 31 March 2014
(Unaudited - Expressed in Canadian Dollars)
8. SHARE CAPITAL
Three months Year ended 31
ended 31 March December
2014 2013
Authorised and issued Number of shares
Common shares with no par value 554,288,473 201,888,472
B2 Convertible Preference shares of $0.1481 (ZAR1) each - 115,800
B3 Convertible Preference shares of $0.1481 (ZAR1) each - 111,600
The Company's authorised share capital consists of an unlimited number of common shares without par value. During 2009
cumulative convertible “B” preference shares were issued to facilitate the acquisition of the 51% shareholding in Bokoni
Holdco.
Share capital
Share capital at the beginning of the period 71,967,083 74,150,116
125,000,000 shares issued* 74,782,500 -
Convertible preference shares converted** 162,910,000 -
Share issue costs - (2,183,033)
309,659,583 71,967,083
Treasury shares 4,991,726 4,991,726
* On 31 January 2014 as art of the Bullseye transaction a 125,000,000 shares were issued to RPM for a consideration of
$74,782,500
** On 31 January 2014 as part of the Bullseye transaction the 227,400 B Preference shares were converted into ordinary shares at
a value of $162,910,000
Treasury shares relate to shares held by the ESOP Trust in Atlatsa, which is consolidated by the Group.
9. LOANS AND BORROWINGS
Rustenburg Platinum Mines – Working Capital Facility (related party) 4,067,373 3,039,000
Rustenburg Platinum Mines – New Senior Debt Facility (related party) 114,796,352 176,691,263
Rustenburg Platinum Mines – Interest-free loan (related party) 3,035,659 2,928,688
Rustenburg Platinum Mines – Shareholder loan (related party) - 3,267,477
Other 983,027 1,090,160
122,882,411 187,016,588
Short-term portion
Rustenburg Platinum Mines – New Senior Debt Facility (related party) - (75,975,000)
Other (745,188) (721,367)
(745,188) (76,696,367)
Non-current liabilities 122,137,223 110,320,221
ATLATSA RESOURCES CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the periods ended 31 March 2014
(Unaudited - Expressed in Canadian Dollars)
The carrying value of the Group’s loans and borrowings changed during the year as follows:
Three months Year ended 31
ended 31 March December
2014 2013
Balance at beginning of the year 187,016,588 435,791,920
Loan from RPM – Consolidated Facility - 68,921,455
Loan repaid - RPM (74,782,500) (620,494,506)
Loan from RPM – Transaction Cost Facility - 749,000
Loan repaid – Transaction Cost Facility - (769,223)
Loans repaid - other (168,997) (695,785)
Loan from RPM – New Senior Debt Facility 6,231,915 237,770,925
Loan from RPM – Shareholder loan 5,987,526 3,451,333
Loan capitalised RPM – Shareholder loan (5,987,526) -
Loan capitalised RPM – Shareholder loan (3,277,153) -
Loan from RPM – Working Capital Facility 831,400 3,194,816
Finance expenses accrued 4,327,839 57,227,112
Fair value gain on additional drawdowns of Consolidated Facility - (25,900,282)
AG8 adjustments on Consolidated Facility - (8,512,338)
Derecognition of facility at a Bokoni Holdco and Plateau level - 133,100,219
Fair value gain on recognition of New Senior Debt Facility - (51,586,902)
Fair value gain on additional draw downs of New Senior Debt
Facility (391,858) (748,112)
Effect of translation 3,095,177 (44,482,992)
Balance at end of the year 122,882,411 187,016,588
Short-term portion
RPM - New Senior Debt Facility - (75,975,000)
Other (745,188) (721,367)
(745,188) (76,696,367)
Non-current portion 122,137,223 110,320,221
On 31 January 2014, Anglo American Platinum’s Board of Directors authorised an amount of $16.3 million (ZAR160 million) of
accrued and unpaid interest to accrue above the facility limit of $162.8 million (ZAR1,550 million) up to 31 December 2015.
ATLATSA RESOURCES CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the periods ended 31 March 2014
(Unaudited - Expressed in Canadian Dollars)
Three months ended 31 March
2014 2013
10. CASH UTILISED BY OPERATIONS
Loss before income tax (14,000,473) (5,783,870)
Adjustments for:
Finance expense 3,981,152 14,226,282
Finance income (81,606) (108,720)
Non-cash items:
Depreciation and amortisation 10,108,980 9,643,472
Equity-settled share-based compensation - 16,756
Loss on disposal of property, plant and equipment (4,064) -
Rehabilitation adjustment 229,069 -
Fair value gain and AG8 adjustment on loans and borrowings (391,858) (20,627,354)
Cash utilised before ESOP transactions (158,800) (2,633,434)
ESOP cash transactions (restricted cash) 18,470 21,948
Cash utilised before working capital changes (140,330) (2,611,486)
Working capital changes
Increase in trade and other receivables (3,964,881) (32,904,300)
(Decrease)/increase in trade and other payables (22,404,181) 7,373,583
(Increase)/decrease in inventories (588,914) 739,247
Cash utilised by operations (27,098,306) (27,402,956)
11. SEGMENT INFORMATION
The Group has two reportable segments as described below. These segments are managed separately based on the nature of
operations. For each of the segments, the Group’s CEO (the Group’s chief operating decision maker) reviews internal management
reports monthly. The following summary describes the operations in each of the Group’s reportable segments:
- Bokoni Mine - Mining of PGM’s.
- Projects - Mining exploration in Kwanda. In the previous year this included Boikgantsho, Kwanda, and Ga-Phasha.
Boikgantsho and two farms in Ga-Phasha (De Kamp and Paschaskraal) were sold to RPM and the remaining two farms in
Ga-Phasha (Avoca and Klipfontein) were transferred to Bokoni Mine on 13 December 2013.
The majority of operations and functions are performed in South Africa. An insignificant portion of administrative functions are
performed in the Company’s country of domicile.
The CEO considers earnings before net finance expense, income tax, depreciation and amortisation (“EBITDA”) to be an
appropriate measure of each segment’s performance. Accordingly, the EBITDA for each segment is included in the segment
information. All external revenue is generated by the Bokoni Mine segment.
Three months ended 31 March
2014 2013
Bokoni Mine Projects Total Bokoni Mine Projects Total Note
EBITDA 485,886 (4,592) 481,294 20,622,385 (8,844) 20,613,541 (i)
Total Assets 799,113,604 3,234 799,116,838 819,186,789 108,031,636 927,218,425 (ii)
ATLATSA RESOURCES CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the periods ended 31 March 2014
(Unaudited - Expressed in Canadian Dollars)
2014 2013
(i) EBITDA – three months ended
EBITDA for reportable segments 481,294 20,613,541
Net finance expense (4,560,212) (14,117,562)
Depreciation and amortisation (8,526,321) (9,643,472)
Corporate and consolidation adjustments (2,046,129) (2,636,377)
Consolidated loss before income tax (14,651,368) (5,783,870)
(ii) Total assets
Assets for reportable segments 799,116,838 927,218,425
Corporate and consolidation adjustments (18,489,444) (121,908,701)
Consolidated total assets 780,627,394 805,309,724
12. EARNINGS PER SHARE
The basic and diluted earnings per share for the three months ended 31 March 2014 was (1 cent) (2013: (1 cent))
The calculation of basic earnings per share for the three months ended 31 March 2014 of (1 cents) (2013: (1 cent)) is based on
the loss attributable to owners of the Company of $4,876,655 (2013: $6,164,534) and a weighted average number of shares of
508,234,876 (2013: 426,290,432).
The calculation of diluted earnings per share for the three months ended 31 March 2014 of (1 cents) (2013: (1 cent)) is based on
the loss attributable to owners of the Company of $4,916,655 (2013: $6,164,534) and a weighted average number of shares of
511,232,917 (2013: 429,288,473).
In 2013 the share options were excluded in determining diluted weighted average number of common shares as their effect would
have been anti-dilutive.
13. RELATED PARTIES
In January 2014, the Restructure Plan was finalised by completing the following:
- Pelawan SPV converted all of its “B” Preference Shares in Plateau into 227.4 million common shares in the Company on
January 14, 2014; RPM in turn converted its “B” Preference shares in Pelawan SPV for 115.8 million of the 227.4 million
Atlatsa shares; and
- RPM subscribed for 125 million common shares of the Company on January 31, 2014 to the value of $78.8 million
(ZAR750.0 million).
The funds from the 125 million shares were used to reduce the New Senior Debt Facility to $162.8 million (ZAR1,550 million).
Atlatsa Holdings, the Company’s majority shareholder acquired the 115.8 million Atlatsa common shares that RPM received on
conversion of the “B” Preference shares from RPM on a vendor financed basis for $48.6 million (ZAR463 million).
Atlatsa Holdings will provide security to RPM in relation to the Atlatsa Holdings Vendor Finance Loan by way of a pledge and
cession of its entire shareholding in Atlatsa, which shares remain subject to a lock-in arrangement through to 2020. Should
Atlatsa Holdings be unable to meet its minimum repayment commitments under the Atlatsa Holdings Vendor Finance Loan
between 2018 to 2020, Atlatsa will have a discretionary right, with no obligation, to step in and remedy such obligation in order to
protect its BEE (as defined below) shareholding status, subject to commercial terms being agreed between Atlatsa Holdings and
Atlatsa for that purpose and receipt of the necessary regulatory and shareholder approvals.
On 6 February, 2014, Plateau paid Securities Transfer Tax (“STT”) of $182,385 to the South African Revenue Services, on behalf
of Atlatsa Holdings. The STT was paid pursuant to the Transaction Cost Loan Agreement dated May 28, 2013 in respect of the
Restructure Plan, pursuant to which RPM funded a loan of $2.4 million (ZAR22.5 million) to Plateau for the payment of the
transaction costs of Atlatsa, Atlatsa Holdings and their affiliates. The Transaction Cost Loan agreement was replaced by the
Working Capital Facility on 13 December 2013. The STT relates to the sale of the 115.8 million common shares from RPM to
Atlatsa Holdings as part of the Restructure Plan. The STT was accounted for as a transaction cost in the Group.
14. SUBSEQUENT EVENTS
There have been no events that have occurred after the reporting date that would have a material impact on the reported results.
Unquote
Johannesburg
15 May 2014
JSE Sponsor
Macquarie First South Capital Proprietary Limited
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