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Unaudited interim results for the six months ended 31 August 2014
Mine Restoration Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004821/06)
Share Code: MRI
ISIN Code: ZAE000164562
("MRI" or the “Company")
UNAUDITED INTERIM RESULTS FOR THE 6 MONTHS ENDED 31 AUGUST 2014
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Unaudited Unaudited Audited 12-
6-months to 6-months to months to
August 2014 August 2013 February
(Restated) 2014
R’000 R’000 R’000
Coal fines revenue 2 827 - -
Other income (see note 5) 29 506 - 36
Operating expenses (12 572) (4 093) (61 966)
Operating profit/(loss) 19 761 (4 093) (61 930)
Investment revenue - 5 6
Finance cost (3 059) (2 707) (6 156)
Profit/(Loss) before taxation 16 702 (6 795) (68 080)
Taxation (2 804) 1 550 7 833
Profit/(Loss) for the period 13 898 (5 245) (60 247)
Other comprehensive income - - -
Total comprehensive
income/(loss) 13 898 (5 245) (60 427)
Profit/(Loss) attributable
to:
Owners of the parent 12 016 (4 283) (56 329)
Non-controlling interests 1 882 (962) (3 918)
Total comprehensive
income/(loss) attributable
to:
Equity holders 12 016 (4 283) (56 329)
Non-controlling interests 1 882 (962) (3 918)
Basic earnings/(loss) per
share 2.17 (0.91) (11.84)
Diluted earnings/(loss) per
share 2.15 (0.91) (9.91)
Weighted average number of
shares (‘000) 554 227 468 413 475 773
Diluted weighted average
number of shares in issue
(‘000) 559 227 468 413 568 376
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Unaudited Unaudited Audited 28
31 August 31 August February
2014 2013 2014
(Restated)
R’000 R’000 R’000
Assets
Non-Current Assets
Property, plant and equipment 14 348 14 404 18 296
Intangible assets 46 453 91 284 46 453
Goodwill 1 053 9 123 1 053
Deferred tax 4 288 1 550 3 016
66 142 116 361 68 818
Current Assets
Trade and other receivables 824 521 696
Cash and cash equivalents 120 3 270 2 985
944 3 791 3 681
Total Assets 67 086 120 152 72 499
Equity and Liabilities
Equity
Amount attributable to equity 31 974 52 688 2 642
holders
Non-Controlling Interest 15 316 16 390 13 434
47 290 69 078 16 076
Liabilities
Non-Current Liabilities
Deferred tax 14 736 18 464 13 624
Other financial liabilities - 25 768 41 709
14 736 44 232 55 333
Current Liabilities
Other financial liabilities - 6 795 -
Trade and other payables 5 060 31 1 090
Current tax payable - 16 -
5 060 6 842 1 090
Total Equity and Liabilities 67 086 120 152 72 499
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Reverse Capital Reserve Retained Amount Non- Total
capital Acquisition Reserve for earnings attributable Controlling equity
Reserves capital to Equity Interest
based Holders
payments
R’000 R’000 R’000 R’000 R’000 R’000 R’000
Group
Balance at 1
September 2012 40 027 17 953 - - 1 424 59 404 16 380 75 784
Reverse
acquisition - (49 019) - - - (49 019) - (49 019)
Issue of
additional
shares 36 972 - - - - 36 972 1 000 37 972
Prior year
errors adjusted (15 695) 31 066 - - - 15 371 - 15 371
Non-recourse
funding by IDC - - 5 000 - - 5 000 - 5 000
Total
comprehensive
loss for the
period - - - - (13 719) (13 719) (28) (13 747)
Balance at 28
February 2013
(restated) 61 304 - 5 000 - (12 295) 54 009 17 352 71 361
Total
comprehensive
loss for the
period - - - - (4 284) (4 284) 38 (4 246)
Issue of shares
on reverse
acquisition 2 963 - - - - 2 963 - 2 963
Balance at 31
August 2013
(restated) 64 267 - 5 000 - (16 579) 52 688 17 390 70 078
Total
comprehensive
loss for the
period - - - - (52 046) (52 046) (3 956) (56 002)
Issue of shares 2 500 - - - - 2 500 - 2 500
Share issue
expenses (500) - - - - (500) - (500)
Balance at 28
February 2014 66 267 - 5 000 - (68 625) 2 642 13 434 16 076
Total
comprehensive
profit for the
period - - - - 12 016 12 016 1 882 13 898
Reserve for
capital based
payment –
directors
options - - - 559 - 559 - 559
Issue of shares 16 757 - - - - 16 757 - 16 757
Balance at 31
August 2014 83 024 - 5 000 559 (56 609) 31 974 15 316 47 290
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited Unaudited Audited
6-months 6-months 12-months
to August to August to
2014 2013 February
(Restated) 2014
R’000 R’000 R’000
Cash flows from operating
activities 17 421 (6 939) (14 221)
Cash flows from investing
activities (241) (3 627) (7 777)
Cash flows from financing
activities (20 045) 13 522 24 669
Total cash movement for the
period (2 865) 2 956 2 671
Cash and cash equivalents at the
beginning of the period 2 985 314 314
Cash and cash equivalents at end
of the period 120 3 270 2 985
COMMENTARY
1. BASIS OF PREPARATION
These condensed consolidated interim financial statements have been
prepared by A Meyer in accordance IFRS, SAICA Financial Reporting
Guides as issued by the Accounting Practices Committee and
Financial Pronouncements as issued by the Financial Reporting
Standards Council, the Companies Act No 71 of 2008, as amended and
the JSE Limited Listings Requirements and include the disclosures
required by IAS34 Interim Financial Reporting and AC 500 standards
as issued by the Accounting Practices Board.
The financial statements have been prepared using accounting
policies that comply with IFRS and which are consistent with those
applied in the preparation of the audited financial statements for
the year ended 28 February 2014.
These condensed consolidated interim financial statements have not
been reviewed by the external auditor.
2. FINANCIAL RESULTS
The Group is pleased to announce that it produced its first
earnings and headline earnings attributable to owners of the parent
amounting to R12.02m (2013: (R4.28m).
As detailed in the trading statement published on SENS on 25
November 2014, the Company terminated the loan with the Development
Bank of South Africa (“DBSA”), which was non-recourse in nature and
was only formally terminated on 28 May 2014 (“Loan Reversal”). As a
result, the Loan Reversal has been accounted for during in the
financial period ended 31 August 2014.
3. STATUS AND OVERVIEW OF PROJECTS
The Group commenced commercial production from its coal fines
processing plant at Keaton Energy Holdings Limited’s Vaalkrantz
Colliery in February 2014. Initially, the plant battled to produce
product that met quality requirements specified by the customers,
owing to technical challenges in the screening circuit. However,
the Company entered into a commercial arrangement with Virto Group
Inc (“Virto”), a provider of cutting edge screening technology.
Virto funded the capital expenditure required to install their
equipment, which is leased to the Company in return for a royalty.
After test production work commencing in May this year, the
decision was taken in July 2014 to commence with full scale
operation.
The first phase of the plant has been successfully commissioned,
with the second phase of the upgrade due to be installed during
December 2014, slightly later than originally anticipated. This
will increase production above 5,000tpm, with the final phase (an
upgrade in feed capacity of waste material from the void) due to be
implemented early in 2015. The final phase should bring the
capacity of the plant to above 7,500tpm before the end of the
current financial year ending 28th February 2015
4. FUTURE PROSPECTS
The Company has entered into test work with a number of external
parties, and anticipates that it will find commercially viable
opportunities to deploy its operating experience in the processing
of coal fines in conjunction with Virto’s technology during the
course of the next financial year. It will focus on its core
expertise of coal fines processing, with briquetting as a possible
additional beneficiation step.
5. SEGMENT INFORMATION
AMD Coal Parent Total
project Briquetting R’000 R’000
R’000 R’000
Segmental reporting –
2014
Segmental total
assets 342 66,104 640 67,086
Segmental total
liabilities (3,193) (15,560) (1,043) (19,796)
Net segment
assets/(liabilities) (2,851) 50,544 (403) 47,290
Segmental revenue 2,827 2,827
Segmental other
income 28,968 177 361 29,506
Segmental expenses (4,723) (8,144) (5,568) (18,435)
Segmental
profit/(loss) 24,245 (5,140) (5,207) 13,898
Income from
termination of non-
recourse loan
included in segmental
profit/(loss)
DBSA loan 28,968 - - 28,968
Provision for capital
gains tax (2,965) - - (2,965)
Segmental reporting -
2013 (restated)
Segmental total
assets 58,220 61,873 60 120,152
Segmental total
liabilities (41,578) (14,321) 4,825 (51,074)
Net segment assets 16,642 47,551 4,885 69,078
As the projects were not yet operational a segment analysis by
profits was not applicable.
The MRI Group segmental analysis is based on the AMD and Coal
Briquetting Projects. The coal briquetting plant was commissioned
in December 2013 and started generating revenue subsequent to the
financial year-end. The Group was reliant on one major customer in
respect of the coal briquetting project. The AMD project was
impaired in full during the financial year ended 28 February 2014
as the Group has as yet been unable to secure contracts to generate
revenue.
6. HEADLINE EARNINGS/(LOSS) PER SHARE (“HEPS”)
Reconciliation of earnings to headline earnings attributable to
equity holders of the parent:
Unaudited 6- Unaudited 6- Audited 12-
months to months to months to
August 2014 August 2013 February
(Restated) 2014
Earnings/(loss) per share
(cents) 2.17 (0.91) (1.74)
Diluted earnings/(loss) per
share (cents) 2.15 (0.91) (9.91)
Headline earnings/(loss) per
share (cents) 2.17 (0.91) (1.74)
Diluted headline
earnings/(loss) per share 2.15 (0.91) (3.30)
HEPS Calculation
Profit/(loss) for the year 12 016 (4 283) (56 329)
Impairment of intangible
assets and goodwill - - 37 584
Headline earnings/(loss) 12 016 (4 283) (18 745)
Weighted average number of
shares in issue (‘000) 554 227 468 413 475 773
Actual number of shares in
issue (‘000) 833 624 470 704 498 482
Diluted HEPS Calculation
Profit/(loss) for the year 12 016 (4 283) (56 329)
Impairment of intangible
assets and goodwill - - 37 548
Headline earnings/(loss) 12 016 (4 283) (18 745)
Diluted weighted average
number of shares in issue
(‘000) 559 227 468 413 568 376
7. CHANGES IN SHARE CAPITAL
Since the last reporting period, as detailed in the SENS
announcement dated 2 June 2014 and the period under review, the
Company issued the following new shares:
- 246 181 701 at an issue price of R0.05 per share in settlement of
the AfrAsia Special Opportunities Fund Proprietary Limited loan;
- 65 960 757 at an issue price of R0.05 per share in settlement of
the Armadale Capital Plc loan;
- 10 000 000 at an issue price of R0.05 per share in settlement of
corporate advisory fees owed to AfrAsia Corporate Finance
Proprietary Limited; and
- 13 000 000 at an issue price of R0.05 per share in settlement of
directors and employee fees.
The above issues of shares were approved by MRI shareholders at a
general meeting held on 17 June 2014.
Share-based Payment
MRI shareholders approved the granting of an incentive option in
respect of 10 000 000 new MRI shares at a strike price of R0.05 per
share to CEO, Mr Richard Tait. This is considered a share based
payment arrangement, details of which are provided as follows:
Type of arrangement: Senior management share option plan
Date of grant: June 2014
Number of shares granted: 10 000 000
Contractual life: 2 years
The estimated fair value of the share option granted in the Senior
management share option plan is R559 479. This was calculated by
applying the Black-Scholes Option pricing model. The model inputs
were the share price at grant date of 10 cents, exercise price of 5
cents, expected volatility of 30 per cent, no expected dividends,
contractual life of two years, and a risk-free interest rate of 6
per cent. Historical volatility was 30 per cent. The Company
expects the volatility of its share price to reduce as it matures.
The estimated fair value of each share granted in the executive
share plan is 5.6 cents.
9. EVENTS AFTER THE END OF THE REPORTING PERIOD
No significant transactions, which require disclosure, have
occurred since the end of the period to the date of this
announcement.
10. CHANGES TO THE COMPOSITION OF THE BOARD
Since the prior reporting period, the following changes to the
board have taken place:
- Mr Anthon Meyer will change his role from executive, financial
director of MRI to non-executive director with effect from 1
December 2014;
- Mr Carl-Heinz Gernandt has been appointed as financial
director of the Company with effect from 1 December 2014; and
- Mr Justin Lewis resigned as non-executive director of MRI with
effect from 29 October 2014.
11. CHANGE TO THE DESIGNATED ADVISER
AfrAsia Corporate Finance (Pty) Ltd was appointed as designated
adviser of the Company with effect from 1 September 2014.
12. DIVIDENDS
No dividend will be declared for the interim financial period ended
31 August 2014 (2013: Nil).
1 December 2014
Johannesburg
Q George Prepared by: A Meyer
CORPORATE INFORMATION
Mine Restoration Investments Limited
Country of incorporation and domicilium: South Africa
Postal address: PO Box 825, Irene, 0062, Pretoria
Physical address: The Zone Loft Offices West, 31 Tyrwhitt
Avenue, Rosebank
Tel no:+27 (0) 11 036 3100
Fax no:+27 (0) 86 654 6818
Web: www.minerestoration.co.za
Directors: Q George# (Chairman), A Meyer, C Roed*, R Tait
(CEO), CH Gernandt^, S Caddy*
(#Non-Executive, * Independent Non-Executives, ^ with effect
from 1 December 2014)
Company Secretary: Neil Esterhuysen & Associates Inc
Registered Office: Route 21, Corporate Park, 45 Sovereign
Drive, Ground Floor, Unit C, Irene X30, 0046
Transfer Secretaries: Computershare Investor Services (Pty)
Limited, 70 Marshall Street, Marshalltown 2001, PO Box 61051,
Marshalltown 2107
Auditor: Horwath Leveton Boner
Corporate and Designated Adviser: AfrAsia Corporate Finance
Proprietary Limited
Date: 01/12/2014 04:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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