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
R'000

Audited as at 28 February 2018
R'000

   

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.

 

Conversion of IDC loan:

 

 Unreviewed as at 28 February 2019

R'000

 

Conversion of loan to UWR stated capital

        (67,218)

Conversion of loan to UWR preference shares

 (100,000)

Total Converted loans (Note 8)

(167,218)

 

 

     

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:

 

 

 

Unreviewed as at 28 February 2019

 

 R'000

 

Other financial assets

        80,373

Sail Resources loan to UWR

        80,332

Other

            41

   

Other financial liabilities

      (51,533)

Trade and other receivables

             1

 

 

Deferred taxation liability

          13

Borrowings (Note 8)

      (27,731)

Trade and other payables

          (10)

Net assets

       (1,113)

 

   

 

       

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
R'000

Audited as at 28 February 2018
R'000

 

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
R'000

Audited as at 28 February 2018
R'000

 

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

 

 

DateTime: 
04/06/2019 - 08:56
Date: 
04/06/2019