CMO-Provisional Unreviewed Condensed Consolidated Results
Chrometco Limited
(Incorporated in the Republic of South Africa)
(Registration number 2002/026265/06)
Share code: CMO
ISIN: ZAE007020249
("Chrometco" or "the Group")
PROVISIONAL UNREVIEWED CONDENSED CONSOLIDATED RESULTS FOR YEAR ENDED 28 FEBRUARY 2019
Commentary
Dear shareholder
Although marred by the low chrome price, the Group’s results indicate significant improvement in the year’s results compared to the prior year.
The Group’s revenue increased by 288% to R1.31 billion and generated cash from operating activities of R252m (2018: R89.1m). This was primarily attributable to recognition of the Black Chrome Operations for a full current financial year compared to seven months during the year ended 28 February 2018, as a consequence of the Black Chrome Operation acquisition recognition in July 2017.
Additionally, the Black Chrome Operations’ production was significantly ramped up to steady state average 90,000 tonnes per month by February 2019. The Group is planning on maintaining the current levels of production for the forthcoming financial year.
The consequential revenue growth was marred by a decrease in the chrome price toward the later part of the year ended 28 February 2019.
Condensed consolidated statement of financial position
Unreviewed as at 28 Feb 2019 |
Audited as at 28 Feb 2018 |
||||
R'000 |
R'000 |
||||
ASSETS Non-current assets |
|
1,062,512 |
1,129,337 |
||
Tangible assets |
6 |
975,051 |
962,653 |
||
Intangible assets |
- |
15,857 |
|||
Goodwill |
40,465 |
40,465 |
|||
Other financial assets |
35,421 |
82,844 |
|||
Deferred taxation asset |
3,524 |
21,722 |
|||
Environmental rehabilitation obligation investments |
|
8,051 |
5,796 |
||
Current assets |
418,324 |
355,722 |
|||
Trade and other receivables |
46,430 |
24,470 |
|||
Inventory |
112,776 |
164,088 |
|||
Cash and cash equivalents |
45,611 |
34,885 |
|||
Non-current assets held-for-sale |
7 |
213,507 |
132,279 |
||
Total assets |
1,480,836 |
1,485,059 |
|||
EQUITY AND LIABILITIES |
|||||
Capital and reserves |
561,993 |
515,206 |
|||
Stated capital |
388,512 |
388,512 |
|||
Accumulated losses |
(65,188) |
(49,607) |
|||
Attributable to equity owners of the parent |
323,324
|
338,905 |
|||
Non-controlling interest |
238,669 |
176,301 |
|||
Non-current liabilities |
304,540 |
570,726 |
|||
Deferred taxation liability |
110,201 |
139,368 |
|||
Borrowings |
8 |
97,016 |
331,364 |
||
Other financial liabilities |
42,666 |
53,053 |
|||
Finance lease liability |
32,287 |
34,961 |
|||
Environmental rehabilitation provision |
|
22,370 |
11,980 |
||
Current liabilities |
614,303 |
399,127 |
|||
Trade and other payables |
390,545 |
232,555 |
|||
Cash and cash equivalents – current liability |
|
97,634 |
85,547 |
||
Borrowings |
|
22,282 |
- |
||
Finance lease liability |
59,814 |
44,508 |
|||
Non-current liabilities held-for-sale |
7 |
44,028 |
36,517 |
||
Total equity and liabilities |
1,480,836 |
1,485,059 |
|||
Condensed consolidated statement of comprehensive income
|
Unreviewed as at 28 Feb 2019
|
Audited as at 28 Feb 2018
|
|
|
R'000 |
R'000 |
|
|
|||
Revenue |
10 |
1,307,564 |
336,764 |
Cost of sales |
|
(1,062,856) |
(254,015) |
Gross profit |
|
244,708 |
82,749 |
Depreciation and amortisation |
|
(168,439) |
(46,953) |
Other income |
|
10,875 |
10,897 |
Other expenses |
|
(99,236) |
(19,844) |
Salaries |
|
(56,997) |
(16,833) |
Professional fees |
|
(19,712) |
(7,186) |
Maintenance expenses |
|
(1,224) |
(2,870) |
Impairments |
11 |
(8,738) |
(153,530) |
Income from discontinued operation |
|
4,441 |
- |
Gain on bargain purchase |
|
- |
9,923 |
Loss before interest and tax |
|
(94,322) |
(143,648) |
Investment income |
|
1,274 |
8,337 |
Finance charges |
|
(36,492) |
(15,479) |
Loss before tax |
|
(129,540) |
(150,790) |
Taxation |
|
16,334 |
39,435 |
Loss for the year |
|
(113,206) |
(111,355) |
Other comprehensive income |
|
- |
- |
Total comprehensive loss for the year |
|
(113,206) |
(111,355) |
|
|||
Attributable to: |
|
||
Owners of the parent |
|
(45,435) |
(79,323) |
Non-controlling interest |
|
(67,771) |
(32,031) |
|
|||
Basic loss per share (cents) |
|
(2.05) |
(9.58) |
|
|||
Diluted loss per share (cents) |
|
(2.05) |
(9.58) |
|
|||
Headline loss per share (cents) |
12 |
(1.86) |
(1.56) |
Condensed consolidated statement of cash flows
Unreviewed as at 28 Feb 2019 |
Audited as at 28 Feb 2018 |
|||
R'000 |
R'000 |
|||
Cash flows from operating activities |
||||
Cash utilised by operations and exploration activities |
256,010 |
87,046 |
||
Operating profit before working capital changes |
98,000 |
36,570 |
||
Working capital changes |
158,010 |
50,476 |
||
Interest received |
- |
4,695 |
||
Finance cost |
- |
- |
||
Tax paid |
(3,709) |
(2,663) |
||
Net inflow from operating activities |
252,301 |
89,078 |
||
Cash flows from investing activities |
||||
Property, plant and equipment additions |
(147,630) |
(114,855) |
||
Increase in environmental rehabilitation obligation funds |
(3,260) |
(2,152) |
||
Cash obtained as part of acquisitions |
- |
16,118 |
||
Loans funded |
(2,957) |
(8,166) |
||
Net cash outflows from investing activities |
(153,847) |
(109,054) |
||
Cash flows from financing activities |
||||
Shares issued |
- |
5,188 |
||
Group loan repayment |
- |
(3,000) |
||
Finance lease payments |
(76,040) |
(17,489) |
||
Borrowings - settled on acquisition |
- |
(5,514) |
||
Repayment of borrowings |
|
(38,446) |
(12,431) |
|
Settlement of other financial liabilities |
|
(23,396) |
|
|
Borrowings obtained |
|
25,058 |
|
|
Drawdown on bank facility |
|
13,009 |
|
|
Net cash outflow from financing activities |
(99,815) |
(33,246) |
||
Net decrease in cash and cash equivalents |
(1,361) |
(53,222) |
||
Cash and cash equivalents at beginning of year |
(50,662) |
2,560 |
||
Cash and cash equivalents at end of year |
(52,023) |
(50,662) |
||
Condensed consolidated statement of changes in equity |
Stated capital |
(Accumulated loss)/ retained earnings |
Non-controlling interest |
Total |
||
R'000 |
R'000 |
R'000 |
R'000 |
||
Opening balance 1 March 2017 |
158,062 |
29,716 |
21,239 |
209,017 |
|
Shares issued |
230,450 |
- |
- |
230,450 |
|
Acquisition of subsidiary with non-controlling interests |
- |
- |
132,702 |
132,702 |
|
Onicastar |
54,391 |
54,391 |
|||
Non-controlling interest share of loss for the year |
- |
- |
(32,031) |
(32,031) |
|
Total comprehensive loss for the year |
- |
(79,323) |
- |
(79,323) |
|
Balance at 28 February 2018 |
388,512 |
(49,607) |
176,301 |
515,206 |
|
- |
|||||
Non-controlling interest share of loss for the year |
- |
- |
(67,771) |
(67,771) |
|
Total comprehensive loss for the year |
- |
(45,435) |
- |
(45,435) |
|
Transaction with shareholders: Conversion of borrowings to loans |
- |
- |
167,218 |
167,218 |
|
Transactions with a shareholder: change in share holding |
- |
29,854 |
(37,079) |
(7,225) |
|
Balance at 28 February 2019 |
388,512 |
-(65,188) |
238,669 |
561,993 |
1. Nature of business
The Group is a mining and exploration group, which focuses on Chrome mining in South Africa.
2. The provisional condensed consolidated financial statements for the year ended 28 February 2019 have been prepared by the Group’s financial reporting team, supervised by Chrometco’s Chief Financial Officer, Mr. Marcel Naude CA(SA) and approved by the Chrometco’s board of directors.
3. Basis of preparation
The provisional condensed consolidated annual financial statements for the year ended 28 February 2019 have been prepared in accordance with the framework concepts and the recognition and measurement criteria of International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, contains as a minimum information required by IAS 34 – Interim Financial Reporting, the Financial Reporting Pronouncements as issued by the Financial Reporting Accountants Council, the JSE Limited Listings Requirements and the South African Companies Act, 71 of 2008, as amended.
The accounting policies and methods of computation applied in the preparation of the condensed consolidated financial statements are in terms of IFRS and are consistent with those applied in the previous consolidated annual financial statements, except for the following new and revised accounting standards and amendments to standards became effective and had no significant impact on the Group’s financial statements:
IFRS 9 Financial Instruments (New standard):
On 1 March 2018, the Group adopted IFRS 9, which replaces the provisions of IAS 39 Financial Instruments: Recognition and Measurement that relate to the recognition, classification and measurement of financial assets and financial liabilities, derecognition of financial instruments, impairment of financial assets and hedge accounting. The adoption of the new "expected credit loss" impairment model under IFRS 9, as opposed to an incurred credit loss model under IAS 39, had a negligible impact on the carrying amounts of the Group’s financial assets given the short maturity of accounts receivables and the negligible historical level of customer default. The Group does not apply hedge accounting and the new rules for hedge accounting also have no impact.
IFRS 15 Revenue from Contracts with Customers (New standard):
On 1 March 2018, the Group adopted IFRS 15, which requires that revenue from contracts with customers be recognised upon the transfer of control over goods or services to the customer. The recognition of revenue upon transfer of control to the customer is consistent with the revenue recognition policy as set out in the Annual Financial Report dated 28 February 2018, as the condition is generally satisfied when title transfers to the customer. As such, on adoption, this requirement under IFRS 15 resulted in no impact to the Group’s financial statements as the timing of revenue recognition on Chrome sales is unchanged.
4. Provisional
The condensed consolidated financial statements for the period ended 28 February 2019 have not been reviewed or audited. The condensed consolidated financial statements presented in this SENS announcement do not include the information required pursuant to paragraph 16A(j) of IAS 34.
5. Going concern
The provisional condensed consolidated financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business.
6. Tangible assets
|
|
|
|||||||
|
|
|
|||||||
|
Mining assets |
Mobile mining vehicles |
Other |
Total |
|
||||
Cost |
839,936 |
190,967 |
31,989 |
1,062,892 |
|
||||
Accumulated depreciation |
(70,918) |
(18,126) |
(11,195) |
(100,239) |
|
||||
Carrying amount 28 February 2018 |
769,018 |
172,841 |
20,794 |
962,653 |
|
||||
|
|||||||||
Additions |
141,512 |
89,039 |
4,585 |
235,136 |
|
||||
Disposals |
- |
(115) |
(21) |
(136) |
|
||||
Change in estimate relating to environmental rehabilitation provision |
9,649 |
- |
- |
9,649 |
|
||||
Depreciation |
(110,722) |
(53,292) |
(3,758) |
(167,772) |
|
||||
Transfer to assets held-for-sale |
(64,479) |
- |
- |
(64,479) |
|
||||
|
|||||||||
Cost |
926,618 |
279,820 |
35,557 |
1,241,995 |
|
||||
Accumulated depreciation |
(181,640) |
(71,347) |
(13,957) |
(266,944) |
|
||||
Carrying amount 28 February 2019 |
744,978 |
208,473 |
21,600 |
975,051 |
|
||||
|
|||||||||
7. Non-current assets held-for-sale |
|
||||||||
The group continues to actively explore options to dispose of the Rooderand operation. An offer of purchase was submitted to the owners and it is probable that a sale will be finalised within 12 months. Impairment of R5.1 million (R120.5 million in 2018) was recognised to write down the Rooderand operation to the lower of its carrying amount and its fair value less costs to sell.
Plans to dispose of non-mining assets were finalised during the 2019 financial year. The sale of these assets is expected to occur within 12 months and hence these assets have been classified as held-for-sale in the financial statements. These assets are carried at the lower of carrying amount and fair value less costs to sell.
The following assets are included in the disposal group held-for-sale: |
|||||
Unreviewed as at 28 February 2019 |
Audited as at 28 February 2018 |
||||
Assets included |
|||||
Non-current assets |
213,507 |
132,279 |
|||
Net intangible assets |
149,028 |
132,279 |
|||
Intangible assets |
157,766 |
252,814 |
|||
Impairment |
(8,738) |
(120,535) |
|||
Non-mining property plant and equipment |
64,479 |
- |
|||
Liabilities included |
|
|
|||
Non-current liabilities |
44,028 |
36,517 |
|||
Deferred tax |
29,339 |
27,643 |
|||
Environmental rehabilitation obligation |
14,033 |
8,874 |
|||
Other |
656 |
- |
|||
8. Borrowings
Borrowings roll forward
Unreviewed as at 28 February 2019 |
Audited as at 28 February 2018 |
|
R'000 |
R'000 |
|
Opening balance: |
331,364 |
330,977 |
Interest incurred |
8,728 |
11,513 |
Loans obtained from related parties |
25,058 |
|
Repayments |
(38,446) |
- |
Loan settlement upon acquisition of Sail Resources |
(80,332) |
- |
Loan acquired as part of transactions with shareholders |
27,731 |
- |
Change in estimate |
12,413 |
(11,126) |
Transaction with IDC shareholder |
(167,218) |
- |
Closing Balance |
119,298 |
331,364 |
- Non-current |
97,016 |
331,364 |
- Current |
22,282 |
- |
9. Transaction with shareholders |
||||||||||||
Conversion of IDC loan |
||||||||||||
As disclosed in the circular dated 30 May 2017, R 67.2 million of the borrowings owed to the Industrial Development Corporation were capitalized to stated capital of UWR and R100.0 million was converted into preference shares. These transactions have been recorded as transactions with shareholder. Consequently, these transactions increased the non-controlling interest relating to the minority owners of UWR.
|
||||||||||||
On 18 July 2017, the Group obtained effective control of Umnotho weSizwe Resources (Pty) Ltd (UWR) through a management agreement. On 18 May 2018, the final suspensive conditions of Black Chrome Operations transaction were completed, and consequently the management agreement lapsed and legal ownership of UWR was obtained by the Group. These conditions resulted in the conversion of the IDC loan and the acquisition of the assets and liabilities of Sail Resources. |
Inclusion of the Sail Resources assets and liabilities |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
As part of the transaction with shareholders, the Sail Resources assets and liabilities have been included in the Group and included in the assets of Sail Resources was a loan receivable from the Group which was previously reported as a related party loan before the transaction. In the current period, ownership was obtained of the Sail Resources assets and liabilities. This constitutes an acquisition of assets and liabilities and is not recognised as a business combination. The loans previously recognised of R80.3 million were eliminated on consolidation and additional borrowings of R28.3 million were acquired as part of the transaction. Sail Resources on acquisition:
|
10. Revenue
Disaggregation of revenue:
Unreviewed as at 28 February 2019 |
Unreviewed as at 28 February 2018 |
|
R'000 |
R'000 |
|
Export sales |
1,262,609 |
322,810 |
Local sales |
44,955 |
13,954 |
1,307,564 |
336,764 |
11. Impairments |
|||||||||||||||
|
|
Unreviewed as at 28 February 2019 |
Audited as at 28 February 2018 |
|
|||||||||||
Impairment on non-current assets held-for-sale |
|
|
5,062 |
- |
|
||||||||||
Impairment on other financial assets |
|
|
3,676 |
32,995 |
|
||||||||||
Impairment on intangible assets |
|
|
- |
120,535 |
|
||||||||||
Total impairments |
|
|
8,738 |
153,530 |
|
||||||||||
|
|
||||||||||||||
12. Headline loss per share and diluted headline loss per share |
|
||||||||||||||
|
|||||||||||||||
Unreviewed as at 28 February 2019 |
Audited as at 28 February 2018 |
|
|||||||||||||
Loss after taxation attributable to equity holders of the Group |
(45,435) |
(79,323) |
|
||||||||||||
Gain on bargain purchase |
- |
(9,923) |
|
||||||||||||
Impairment, net of tax |
4,044 |
74,925 |
|
||||||||||||
Other impairment |
|
5,617 |
- |
|
|||||||||||
Tax thereon |
|
(1,573) |
- |
|
|||||||||||
Change in estimate |
- |
1,403 |
|
||||||||||||
Headline loss |
(41,391) |
(12,918) |
|
||||||||||||
|
|||||||||||||||
Weighted average number shares in issue |
2,219,634 |
828,182 |
|
||||||||||||
Diluted weighted average number shares in issue |
2,219,634 |
828,182 |
|
||||||||||||
|
|||||||||||||||
Headline loss per share (cents) |
(1.86) |
(1.56) |
|
||||||||||||
Diluted headline loss per share (cents) |
(1.86) |
(1.56) |
|
||||||||||||
|
|||||||||||||||
|
|||||||||||||||
12.1 Weighted average number of shares |
|
||||||||||||||
Unreviewed as at 28 Feb 2019 |
Audited as at 28 Feb 2018 |
|
|||||||||||||
000 |
000 |
|
|||||||||||||
Shares in issue at the beginning of the year |
1,172,429 |
274,929 |
|
||||||||||||
Weighted average shares issued during the year |
1,047,205 |
553,253 |
|
||||||||||||
Potential ordinary shares with dilutive effect |
- |
- |
|
||||||||||||
Diluted weighted average number of shares |
2,219,634 |
828,182 |
|
||||||||||||
Closing number of shares |
2,542,429 |
1,172,429 |
|
||||||||||||
13. Related party transactions
13.1 Related party transactions
Unreviewed as at 28 Feb 2019 |
Audited as at 28 Feb 2018 |
||
R’000 |
R’000 |
||
Sales to BBA Resources Pte Ltd |
1,218,424 |
322,810 |
13.2 Related party balances
Unreviewed as at 28 Feb 2019 |
Unreviewed as at 28 Feb 2018 |
||
R’000 |
R’000 |
||
Loan receivable from Sail Resources Pty Ltd |
- |
50,119 |
|
|
|
|
|
Loan payable to: Sail Resources Pty Ltd |
|
- |
(78,879) |
25 Sunninghill Office Park |
|
(8,632) |
- |
Sunninghill Offices 07 |
|
(4,283) |
- |
Calculated Property Investments |
|
(9,367) |
- |
These loans bear interest at prime interest rate and is repayable by 31 July 2019. Extension of the facility is subject to an annual review on 31 July.
|
|||
Accounts payable to BBA Resources Pte Ltd |
|
(283,716) |
(122,257) |
Amounts owed to (included in Other financial liabilities): BBA Resources Pte Ltd |
|
(37,250) |
(50,476) |
Sail Logistics Pty Ltd |
|
(1,694) |
(1,552) |
Sail Mining CC |
|
(3,721) |
(1,026) |
|
|
|
|
|
|
|
|
The related party transactions note as per the 28 February 2018 Annual Financial Report has been restated, to include the Other financial liabilities disclosed above, as identified through the JSE proactive monitoring process.
The balance owing to BBA Resources Pte Ltd bears no interest. While the loan has no fixed terms of repayment, it will not be repaid within 12 months from 28 February 2019.
14. Going concern
As at 28 February 2019, the Group’s current liabilities exceeded its current assets by R185.9m (2018: R43.4m) and during the year ended the Group generated cash from operating activities of R263.5m (2018: R89.1m).
The directors believe that the cash generated by its operations in the ordinary course of business and the remaining funding facility of R 70.0 million will enable the Group to continue to meet its current obligations as they fall due.
Chrome is predominantly sold in US dollars, and while the majority of the Group’s operational costs are denominated in rand, the Group’s results and financial condition will be impacted if there is a material change in average chrome price and/or US dollar exchange rate.
15. Mineral Reserves and Mineral Resources
There have been no published changes to the Mineral Reserves and Mineral Resources, as disclosed in the Annual Financial Report dated 28 February 2018.
16. Dividends
No dividend has been declared or paid for the period (28 Feb 2018: R nil).
17. Changes to the Board
During the year, Mr Namir Waisberg resigned as an executive director of the company.
Signed on behalf of the Board of Directors
Marcel Naude CA(SA)
Chief Financial officer
Johannesburg
31 May 2019
Directors:
BL Sibiya+ (Chairman), MC Naude (CFO), NP Thomas+,
LJ Jordaan+
+ independent non-executive
CORPORATE INFORMATION
Designated Advisor:
PSG Capital
Company Secretary:
Acorim Secretarial and Governance
Registered Office
Unit 25 Sunninghill Office Park
4 Peltier Drive
Sunninghill
Gauteng
2196
Postal address
PO Box 1553
Kelvin
2054