Exhibit 99.2
CONTENTS
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| | Condensed consolidated interim statement of financial position | | | 2 | |
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| | Condensed consolidated interim statement of comprehensive income | | | 3 | |
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| | Condensed consolidated interim statement of changes in equity | | | 4 | |
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| | Condensed consolidated interim statement of cash flows | | | 5 | |
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| | Notes to the condensed consolidated interim financial statements | | | 6 | |
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| | Corporate information and administration | | | OBC | |
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| | Atlatsa Resources Corporation (“Atlatsa”) was incorporated on April 19, 1983 under the laws of the Province of British Columbia, Canada. All information contained in this report is unaudited and reported in Canadian dollars ($), unless otherwise indicated. In this report, references to Atlatsa include the Company’s subsidiaries. In addition to this report, extensive information on Atlatsa, including its regulatory filings, is available on the Company’s website at www.atlatsaresources.co.za, www.sedar.com and www.sec.gov. | |
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| | This report covers the financial performance for the three and six months ended June 30, 2015 and 2014. | |
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CONDENSED CONSOLIDATED
INTERIM STATEMENT OF FINANCIAL POSITIONAS
AT JUNE 30, 2015
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
| | | | | | | | | | | | |
| | | | | | | | (Audited) | |
| | | | | June 30 | | | December 31 | |
| | Note | | | 2015 | | | 2014 | |
ASSETS | | | | | | | | | | | | |
Non-current assets | | | | | | | | | | | | |
Property, plant and equipment | | | 7 | | | | 343,445,457 | | | | 646,245,336 | |
Capital work-in-progress | | | 8 | | | | 7,438,223 | | | | 29,272,118 | |
Other intangible assets | | | | | | | 278,157 | | | | 289,390 | |
Mineral property interests | | | 9 | | | | 7,294,438 | | | | 7,339,706 | |
Goodwill | | | 10 | | | | — | | | | 8,776,080 | |
Platinum Producers’ Environmental Trust | | | | | | | 4,013,960 | | | | 3,721,035 | |
Other non-current assets | | | | | | | 528 | | | | 517 | |
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Total non-current assets | | | | | | | 362,470,763 | | | | 695,644,182 | |
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Current assets | | | | | | | | | | | | |
Inventories | | | | | | | 2,433,754 | | | | 726,343 | |
Trade and other receivables | | | | | | | 10,098,197 | | | | 16,256,784 | |
Cash and cash equivalents | | | | | | | 535,694 | | | | 8,148,558 | |
Restricted cash | | | | | | | 50,843 | | | | 48,744 | |
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Total current assets | | | | | | | 13,118,488 | | | | 25,180,429 | |
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Total assets | | | | | | | 375,589,251 | | | | 720,824,611 | |
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EQUITY AND LIABILITIES | | | | | | | | | | | | |
Equity | | | | | | | | | | | | |
Share capital | | | | | | | 309,691,439 | | | | 309,659,583 | |
Treasury shares | | | | | | | (4,991,726 | ) | | | (4,991,726 | ) |
Foreign currency translation reserve | | | | | | | (6,115,206 | ) | | | (10,558,030 | ) |
Share-based payment reserve | | | | | | | 27,358,119 | | | | 26,245,459 | |
Accumulated loss | | | | | | | (225,704,525 | ) | | | (89,283,115 | ) |
| | | | | | | | | | | | |
Total equity attributable to equity holders of the Company | | | | | | | 100,238,101 | | | | 231,072,171 | |
Non-controlling interests | | | | | | | 10,846,538 | | | | 184,133,904 | |
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Total equity | | | | | | | 111,084,639 | | | | 415,206,075 | |
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Liabilities | | | | | | | | | | | | |
Non-current liabilities | | | | | | | | | | | | |
Long-term portion of loans and borrowings | | | 11 | | | | 148,703,673 | | | | 130,402,292 | |
Long-term portion of finance lease liability | | | 12 | | | | 62,643 | | | | 283,877 | |
Deferred tax liability | | | | | | | 55,004,437 | | | | 116,744,891 | |
Provisions | | | | | | | 14,803,491 | | | | 13,357,268 | |
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Total non-current liabilities | | | | | | | 218,574,244 | | | | 260,788,328 | |
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Current liabilities | | | | | | | | | | | | |
Trade and other payables | | | | | | | 43,837,485 | | | | 41,670,800 | |
Short-term portion of loans and borrowings | | | 11 | | | | 391,150 | | | | 524,854 | |
Short-term portion of finance lease liability | | | 12 | | | | 1,701,733 | | | | 2,634,554 | |
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Total current liabilities | | | | | | | 45,930,368 | | | | 44,830,208 | |
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Total liabilities | | | | | | | 264,504,612 | | | | 305,618,536 | |
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Total equity and liabilities | | | | | | | 375,589,251 | | | | 720,824,611 | |
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The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Approved by the Board of Directors on December 11, 2015
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/s/ Harold Motaung | | /s/ Fikile De Buck | | |
Director | | Director | | |
CONDENSED CONSOLIDATED
INTERIM STATEMENT OF COMPREHENSIVE INCOME FOR
THE PERIODS ENDED JUNE 30, 2015 AND 2014
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
| | | | | | | | | | | | | | | | |
| | Three months ended June 30 | | | Six months ended June 30 | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
Revenue | | | 51,661,253 | | | | 58,559,742 | | | | 103,971,888 | | | | 112,390,681 | |
Cost of sales | | | (66,075,642 | ) | | | (65,740,005 | ) | | | (129,443,881 | ) | | | (126,706,190 | ) |
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Gross loss | | | (14,414,389 | ) | | | (7,180,263 | ) | | | (25,471,993 | ) | | | (14,315,509 | ) |
General and administrative expenses | | | (3,057,714 | ) | | | (2,307,887 | ) | | | (5,690,933 | ) | | | (5,672,904 | ) |
Other income | | | 12,846 | | | | 5,523 | | | | 14,415 | | | | 13,001 | |
Fair value (loss)/gain and AG8 adjustments on loans and borrowings | | | (49,197 | ) | | | 146,175 | | | | 252,909 | | | | 538,033 | |
Impairment loss | | | (337,064,465 | ) | | | — | | | | (337,064,465 | ) | | | — | |
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Operating loss | | | (354,572,919 | ) | | | (9,336,452 | ) | | | (367,960,067 | ) | | | (19,437,379 | ) |
Finance income | | | 52,281 | | | | 70,757 | | | | 148,627 | | | | 152,363 | |
Finance costs | | | (6,052,773 | ) | | | (4,335,373 | ) | | | (11,010,844 | ) | | | (8,316,525 | ) |
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Net finance costs | | | (6,000,492 | ) | | | (4,264,616 | ) | | | (10,862,217 | ) | | | (8,164,162 | ) |
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Loss before income tax | | | (360,573,411 | ) | | | (13,601,068 | ) | | | (378,822,284 | ) | | | (27,601,541 | ) |
Income tax | | | 63,462,300 | | | | 1,637,571 | | | | 64,921,558 | | | | 2,822,074 | |
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Loss for the period | | | (297,111,111 | ) | | | (11,963,497 | ) | | | (313,900,726 | ) | | | (24,779,467 | ) |
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Other comprehensive income | | | | | | | | | | | | | | | | |
Foreign currency translation differences for foreign operations | | | (7,713,629 | ) | | | (19,519,225 | ) | | | 8,688,321 | | | | (2,313,475 | ) |
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Other comprehensive income for the period, net of income tax | | | (7,713,629 | ) | | | (19,519,225 | ) | | | 8,688,321 | | | | (2,313,475 | ) |
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Total comprehensive income for the period | | | (304,824,740 | ) | | | (31,482,722 | ) | | | (305,212,405 | ) | | | (27,092,942 | ) |
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Loss attributable to: | | | | | | | | | | | | | | | | |
Owners of the parent | | | (127,552,821 | ) | | | (6,972,847 | ) | | | (136,421,410 | ) | | | (11,849,502 | ) |
Non-controlling interests | | | (169,558,290 | ) | | | (4,990,650 | ) | | | (177,479,316 | ) | | | (12,929,965 | ) |
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Loss for the period | | | (297,111,111 | ) | | | (11,963,497 | ) | | | (313,900,726 | ) | | | (24,779,467 | ) |
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Total comprehensive income attributable to: | | | | | | | | | | | | | | | | |
Owners of the parent | | | (132,039,761 | ) | | | (17,793,939 | ) | | | (131,925,039 | ) | | | (12,439,454 | ) |
Non-controlling interests | | | (172,784,979 | ) | | | (13,688,783 | ) | | | (173,287,366 | ) | | | (14,653,487 | ) |
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Total comprehensive income for the period | | | (304,824,740 | ) | | | (31,482,722 | ) | | | (305,212,405 | ) | | | (27,092,941 | ) |
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The accompanying notes are an integral part of these condensed consolidated interim financial statements.
CONDENSED CONSOLIDATED
INTERIM STATEMENT OF CHANGES IN EQUITY FOR THE
PERIODS ENDED JUNE 30, 2015 AND 2014
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
Attributable to equity holders of the Company
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| | Share capital | | | Treasury shares | | | | | | | | | | | | | | | | | | | | | | |
| | Number of shares | | | Amount | | | Number of shares | | | Amount | | | Convertible preference shares | | | Foreign currency translation reserve | | | Share-based payment reserve | | | Accumulated loss | | | Total shareholders’ equity | | | Non- controlling interests | | | Total equity | |
For the period ended June 30, 2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2014 | | | 201,888,473 | | | | 71,967,083 | | | | 4,497,062 | | | | (4,991,726 | ) | | | 162,910,000 | | | | (10,119,860 | ) | | | 25,794,650 | | | | (64,673,717 | ) | | | 180,886,430 | | | | 198,227,542 | | | | 379,113,972 | |
Common shares issued | | | 125,000,000 | | | | 74,782,500 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 74,782,500 | | | | — | | | | 74,782,500 | |
Acquisition of shares in Bokoni | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Platinum Holdings Proprietary Limited | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 12,480,278 | | | | 12,480,278 | |
Conversion of convertible preference shares | | | 227,400,000 | | | | 162,910,000 | | | | — | | | | — | | | | (162,910,000 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Total comprehensive income for the period | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loss for the period | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (11,849,502 | ) | | | (11,849,502 | ) | | | (12,929,965 | ) | | | (24,779,467 | ) |
Other comprehensive income for the period, net of tax | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation differences | | | — | | | | — | | | | — | | | | — | | | | — | | | | (571,583 | ) | | | (18,370 | ) | | | — | | | | (589,953 | ) | | | (1,723,522 | ) | | | (2,313,475 | ) |
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Total comprehensive income for the period | | | 554,288,473 | | | | — | | | | 4,497,062 | | | | — | | | | — | | | | (571,583 | ) | | | (18,370 | ) | | | (11,849,502 | ) | | | (12,439,455 | ) | | | (14,653,487 | ) | | | (27,092,942 | ) |
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Balance at June 30, 2014 | | | 554,288,473 | | | | 309,659,583 | | | | 4,497,062 | | | | (4,991,726 | ) | | | — | | | | (10,691,443 | ) | | | 25,776,280 | | | | (76,523,219 | ) | | | 243,229,475 | | | | 196,054,333 | | | | 439,283,808 | |
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For the period ended June 30, 2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2015 | | | 554,288,473 | | | | 309,659,583 | | | | 4,497,062 | | | | (4,991,726 | ) | | | — | | | | (10,558,030 | ) | | | 26,245,459 | | | | (89,283,115 | ) | | | 231,072,171 | | | | 184,133,904 | | | | 415,206,075 | |
Total comprehensive income for the period | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loss for the period | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (136,421,410 | ) | | | (136,421,410 | ) | | | (177,479,316 | ) | | | (313,900,726 | ) |
Other comprehensive income for the period, net of tax | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation differences | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,442,824 | | | | 53,547 | | | | — | | | | 4,496,371 | | | | 4,191,950 | | | | 8,688,321 | |
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Total comprehensive income for the period | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,442,824 | | | | 53,547 | | | | (136,421,410 | ) | | | (131,925,039 | ) | | | (173,287,366 | ) | | | (304,691,734 | ) |
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Transactions with owners, recognised directly in equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributions by and distributions to owners | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share-based payments expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,090,969 | | | | — | | | | 1,090,969 | | | | — | | | | 1,090,969 | |
Common shares issued | | | 133,333 | | | | 31,856 | | | | — | | | | — | | | | — | | | | — | | | | (31,856 | ) | | | — | | | | — | | | | — | | | | — | |
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Total contributions by and distributions to owners | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,059,113 | | | | — | | | | 1,090,969 | | | | — | | | | 1,068,525 | |
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Balance at June 30, 2015 | | | 554,421,806 | | | | 309,691,439 | | | | 4,497,062 | | | | (4,991,726 | ) | | | — | | | | (6,115,206 | ) | | | 27,358,119 | | | | (225,704,525 | ) | | | 100,238,101 | | | | 10,846,538 | | | | 111,084,639 | |
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The accompanying notes are an integral part of these condensed consolidated interim financial statements.
CONDENSED CONSOLIDATED
INTERIM STATEMENT OF CASH FLOWS FOR THE
PERIODS ENDED JUNE 30, 2015 AND 2014
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
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| | | | | Three months ended June 30 | | | Six months ended June 30 | |
| | Note | | | 2015 | | | 2014 | | | 2015 | | | 2014 | |
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | |
Cash (utilised by)/generated from operations | | | 14 | | | | (3,666,048 | ) | | | 5,766,244 | | | | (2,778,579 | ) | | | (21,332,097 | ) |
Interest received | | | | | | | 22,421 | | | | 43,976 | | | | 89,514 | | | | 100,584 | |
Interest paid | | | | | | | (672,623 | ) | | | — | | | | (1,432,606 | ) | | | (332,764 | ) |
Income tax paid | | | | | | | (548 | ) | | | — | | | | (548 | ) | | | (355,454 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash flows (used in)/from operating activities | | | | | | | (4,316,798 | ) | | | 5,816,520 | | | | (4,122,219 | ) | | | (21,919,731 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | |
Expenditures on capital-work-in-progress | | | 8 | | | | (4,408,919 | ) | | | (9,771,040 | ) | | | (8,221,203 | ) | | | (20,984,160 | ) |
Acquisition of property, plant and equipment | | | 7 | | | | — | | | | — | | | | (1,952 | ) | | | (1,343 | ) |
Proceeds on disposal of property, plant and equipment | | | | | | | — | | | | — | | | | — | | | | 4,100 | |
Increase in investments held by Platinum Producers’ Environmental Trust | | | | | | | (76,229 | ) | | | (91,049 | ) | | | (155,456 | ) | | | (180,513 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash flows used in investing activities | | | | | | | (4,485,148 | ) | | | (9,862,089 | ) | | | (8,378,611 | ) | | | (21,161,916 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | |
Proceeds from loans and borrowings | | | 11 | | | | 5,775,082 | | | | 663,868 | | | | 6,197,882 | | | | 13,714,710 | |
Common shares issued | | | | | | | — | | | | — | | | | — | | | | 74,782,500 | |
Repayment of loans and borrowings | | | | | | | — | | | | — | | | | — | | | | (74,782,500 | ) |
Long term borrowings raised – finance lease | | | | | | | — | | | | 590,200 | | | | — | | | | 590,200 | |
Finance lease liability repayments | | | 12 | | | | (1,052,643 | ) | | | — | | | | (1,489,999 | ) | | | — | |
Other loans repaid | | | 11 | | | | — | | | | (161,754 | ) | | | (168,192 | ) | | | (330,751 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash flows from financing activities | | | | | | | 4,722,439 | | | | 1,092,314 | | | | 4,539,691 | | | | 13,974,159 | |
| | | | | | | | | | | | | | | | | | | | |
Effect of foreign currency translation | | | | | | | 736 | | | | (63,615 | ) | | | 348,275 | | | | 279,607 | |
| | | | | | | | | | | | | | | | | | | | |
Net decrease in cash and cash equivalents | | | | | | | (4,078,771 | ) | | | (3,023,170 | ) | | | (7,612,864 | ) | | | (28,827,881 | ) |
Cash and cash equivalents, at beginning of period | | | | | | | 4,614,465 | | | | 14,850,392 | | | | 8,148,558 | | | | 40,655,103 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, at end of period | | | | | | | 535,694 | | | | 11,827,222 | | | | 535,694 | | | | 11,827,222 | |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
NOTES
TO THE CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS FOR THE PERIODS ENDED
JUNE 30, 2015 AND 2014
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
1. CORPORATE AND GROUP INFORMATION
Atlatsa Resources Corporation (“the Company” or “Atlatsa”) is incorporated in the Province of British Columbia, Canada. The Company has a primary listing on the Toronto Stock Exchange (“TSX”) and has a secondary listing on the JSE Limited (“JSE”). The condensed consolidated interim 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 conducts the Group’s business in South Africa.
2. GOING CONCERN
The Group incurred a net loss for the six months ended June 30, 2015 of ($313.9 million) (compared to a three months ended March 31, 2015 loss of ($16.8 million) and a 2014 fiscal year loss of ($49.5 million)). These losses are primarily as a result of the sustained drop in the platinum price during the first half of the 2015 financial year and the impact that this decrease in price has had on the operations of the Group’s subsidiary, Bokoni Platinum Mines Proprietary Limited (“Bokoni” or “Bokoni Mine”), as explained below.
In addition, at June 30, 2015 the Group’s current liabilities exceeded its current assets by $32.9 million (at December 31, 2014: $19.6 million). This deficit arises mainly as a result of the $14.4 million (R140.0 million) backlog of trade and other payables owed to Anglo American Platinum Limited (“Anglo Platinum”) by Bokoni. By initial agreement with Anglo Platinum this amount was deferred and Bokoni was expected to start repaying $1.6 million (R15.6 million) a month from April 2015 to December 2015. On December 9, 2015, the Senior Facilities Agreement was increased by $7.3 million (R71.4 million) to make available funds to Plateau to repay its share of the $14.4 million (R140.0 million) backlog of trade and other payables. The remaining balance will be financed from short term cash flows and a Term Loan Facility provided by Anglo Platinum discussed below.
Bokoni Mine operations and restructure plan
The main constraint at Bokoni Mine is the current inability to produce sufficient volumes of high grade underground ore to fill the mill capacity. At current basket prices the mine continues to make losses, even at an operating cost level, due to the high cost of production. Even in the event of producing 160 kilo tonnes per month (“ktpm”) of higher grade ore from underground, the Bokoni Mine will remain marginal at these volumes.
Reviews of the operations indicated that the optimum level of production required to ensure that the Bokoni Mine is profitable and sustainable is around 240 ktpm. This review process culminated in the design and development of the current mine plan, which targets a significant increase in mining and concentrating capacity from 160 ktpm to 240 ktpm. In order for Bokoni to achieve the mining and concentrating scale of 240 ktpm targeted in the aforementioned mine plan, Bokoni would require a significant capital investment.
As a result, on September 16, 2015, the Company advised, together with Anglo Platinum, that to ensure the future sustainability of Bokoni Mine, the Company has had to implement an operational and financial restructure plan at Bokoni Mine (“the Restructure Plan”). The primary objective of the Restructure Plan is to enable Bokoni Mine to endure a prolonged period of depressed PGM commodity prices, by reducing its existing cost structure and increasing production volumes of higher grade ore from underground operations.
The Restructure Plan was based on the following assumptions for fiscal 2016:
• | | Platinum price per ounce: US$1,392 |
• | | 4E average basket price per ounce: R13,545 |
• | | ZAR/US$ exchange rate: 11.92 |
Implementation of the Restructure Plan at Bokoni Mine is anticipated to result in:
• | | the older, high cost UM2 and Vertical Merensky shaft operations being placed on care and maintenance; |
• | | continued ramp up of the Middelpunt Hill UG2 and Brakfontein Merensky development shafts to steady state production of 60,000 tonnes per month (“tpm”) by the fourth quarter of 2016 and 100,000 tpm by 2019, respectively; |
Bokoni Restructure Plan continued
• | | continued mining at the Klipfontein Merensky open cast operation as a mill gap filler during ramp up of the underground operations; |
• | | significant reduction in labour overheads; and |
• | | reduction in Bokoni Mine’s unit cost of production. |
Bokoni Mine issued a Section 189 (3) notice to relevant parties pursuant to Section 189A of the South African Labour Relations Act, 66 of 1995 (“LRA”) on September 15, 2015, for the commencement of a consultation process on the contemplated retrenchments of its employees based on operational requirements.
The anticipated costs of implementing the Restructure Plan will be financed from the Term Loan Facility provided by Anglo Platinum as discussed below.
Anglo Platinum letter of financial support
Anglo Platinum signed a letter of support on November 10, 2014, providing the Bokoni Mine with $43.3 million (R422.0 million) to March 2016 in order to fund operational cash shortfalls during that period. With reference to the terms and conditions of the letter of support, the amendments to the Working Capital Facility to make available the $3.0 million (R29.0 million) outstanding from Rustenburg Platinum Mines Limited (“RPM”) for the sale of Boikgantsho Platinum Mine Proprietary Limited mineral properties, were finalised and executed by May 21, 2015 and a $3.0 million (R29.0 million) drawdown took place on June 3, 2015. On August 21, 2015, the shareholder loan of $2,861,504 (refer note 11) was capitalised.
On July 1, 2015, Atlatsa announced that further to various interactions between Atlatsa, Anglo Platinum and South Africa’s Department of Mineral Resources, the following conditions to the letter of support had not been met within their prescribed time frame:
• | | Definitive agreements in respect of the purchase by RPM of at least a further 25% in the Kwanda North prospecting rights, held by Kwanda Platinum Mine Proprietary Limited (“Kwanda”) and at least 60% in the Central Block prospecting rights, held by Plateau, had not been executed; and |
• | | Given the depressed price of Atlatsa shares and potential dilution to existing shareholders as a result of the share subscription, Atlatsa executives had been restricted from subscribing for $6.0 million (R60 million) of equity in Atlatsa. |
Subsequently, Atlatsa and Anglo Platinum entered into the Term Loan Facility Agreement (discussed below), replacing the letter of support.
Term Loan Facility Agreement
On December 9, 2015, a Term Loan Facility Agreement (“the Term Loan Facility”) was entered into with Anglo Platinum, providing a $34.3 million (R334.0 million) facility to enable Plateau to advance its 51% pro rata share of the shareholder loans to Bokoni Holdco for the sole purpose of enabling Bokoni Mine to fund operating expenses, working capital expenditure and capital expenditure costs in the event that these costs cannot be funded from internal resources. Anglo Platinum will fund its 49% pro rata share of cash calls made by Bokoni Mine in accordance with the joint venture shareholders’ agreement between the parties.
The Term Loan Facility bears no interest and replaces the letter of support of November 10, 2014 received from Anglo Platinum. If however, any amount which is due and payable in accordance with the Term Loan Facility is unpaid, the unpaid amount shall accrue interest at the prime rate plus 2%. The Term Loan Facility is repayable at the earlier of an event of default and December 31, 2018. There will be a mandatory repayment upon the occurrence of a change of control or a sale of all or substantially all the assets of Bokoni whether in a single transaction or a series of related transactions.
In agreeing to the terms and conditions of the Term Loan Facility, Atlatsa has agreed to co-operate with Anglo Platinum in relation to RPM’s acquisition of: (i) the prospecting rights held by Kwanda; and (ii) the mining rights in respect of Central Block mineral properties held by Plateau (previously contemplated in the letter of support of November 10, 2014); and the disposal of all or any part of the Holdco Shareholding (collectively, the “Proposed Transaction”).
NOTES
TO THE CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS FOR THE PERIODS ENDED
JUNE 30, 2015 AND 2014continued
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
2. GOING CONCERN continued
The conditions to utilisation of the $34.3 million (R334.0 million) Term Loan Facility include the following:
1. | RPM being satisfied that Bokoni Mine is implementing the Restructure Plan in accordance with its terms; |
2. | RPM being satisfied that Bokoni Mine is optimising its operations to minimise the funding required from shareholders and that Bokoni Mine is identifying and implementing opportunities to optimise revenue, operating costs and capital expenditure (where appropriate); |
3. | Evidence that all intercompany advances made by RPM to Bokoni Mine (primarily arising from the supply chain between such parties) are paid up to date in accordance with the applicable due date for payment as set out in the terms for payment (as set by RPM) for such transactions (which date shall be no later than the end of the month following the month in which the delivery of goods or services occurred); |
4. | A consent letter provided by Atlatsa, Plateau, Bokoni Holdco and Bokoni Mine to RPM, consenting to the disclosure by RPM of certain Confidential Information (as defined in the Holdco Shareholders Agreement) in relation to the sale process to facilitate the transfer of the funding arrangements between RPM and Plateau and the disposal of the Holdco Shareholding as contemplated in the Proposed Transaction; |
5. | Plateau co-operating with the RPM and at RPM’s request, doing all such things, performing all such acts and taking all such steps, and to procure the doing of all such things, within its power and control, as may be necessary for and incidental to the Parties finding a long term sustainable solution to fund Bokoni Mine including in relation to the implementation of the Proposed Transaction; |
6. | A signed addendum to the management services agreement entered into amongst Plateau, Atlatsa, Anglo Platinum, Bokoni Holdco and Bokoni Mine on or about June 19, 2009, to facilitate a reduction in the monthly management fee payable by Bokoni Mine to Atlatsa from approximately $0.5 million (R5.0 million) to an amount which is no greater than $0.4 million (R4.0 million); | |
7. | The aggregate monthly operating costs of Atlatsa and Plateau have reduced by at least $0.1 million (R1.0 million) per month on a sustainable basis (measured relative to the average operating costs incurred for the 6 months to November 2015); |
8. | Plateau implementing appropriate initiatives with immediate effect, to reduce: (i) the operating cash losses; and (ii) to the extent possible, the maintenance or ‘stay-in-business’ capital (excluding project capital expenditure), at Bokoni Mine so that Bokoni Mine does not incur an operating loss (known as “Cost 4” at the measurement level); |
9. | An operational action plan indicating how the tonnage production build-up of Brakfontein and Middelpunt Hill (Bokoni Mine underground shafts) will meet the level set out in the Restructure Plan by January 1, 2016; |
10. | A project plan on the retrenchment process applicable to Bokoni Mine and evidence that the Bokoni Mine steering committee and the Bokoni Holdco board of directors have evaluated and approved such retrenchment process; and |
11. | Written confirmation from Plateau that it will: (i) consult with RPM during the process of recruiting a new General Manager and a new Finance Manager of Bokoni Mine, each in a permanent capacity; (ii) obtain RPMs prior written approval in respect of the persons to be appointed to such positions. |
Amended and Restated Senior Facilities Agreement
The Senior Facilities Agreement was amended and restated to increase the availability under the facility by $7.3 million (R71.4 million) on December 9, 2015 to enable the backlog of trade and other payables due to Anglo Platinum of approximately $14.4 million (R140.0 million) (discussed above) to be repaid in order to manage the Group’s liquidity.
Going concern conclusion
Atlatsa remains in discussions with Anglo Platinum surrounding the future sustainability of Bokoni Mine, as contemplated in the Proposed Transaction above, as well as potential alternative financial support for the Company having regard to current challenges within the South African PGM industry. Management is continuously investigating areas to preserve cash in the short term including the possibility of a further reduction in capital projects where appropriate.
The condensed consolidated interim financial statements are prepared on the basis of accounting policies applicable to a going concern. This basis presumes the following:
1. | That the Restructure Plan will be successfully implemented; |
2. | That the conditions to utilisation contemplated in the Term Loan Facility provided by Anglo Platinum will be met; and |
3. | That consensus PGM metal price forecasts will strengthen to the projected forecasts for 2016. |
These conditions give rise to a material uncertainty which may cast significant doubt on the ability of the Company and its subsidiaries to continue as going concerns and therefore they may be unable to realise their assets and discharge their liabilities in the normal course of business.
3. BASIS OF ACCOUNTING
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 a complete set of International Financial Reporting Standards financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended December 31, 2014. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last consolidated financial statements at and for the year ended December 31, 2014. The consolidated financial statements of the Group as at and for the year ended December 31, 2014 are available upon request from the Company’s registered office at 82 Grayston Drive, Sandton, South Africa or at www.sedar.com and www.sec.gov.
The condensed consolidated interim financial statements have been prepared on a historical cost basis. Certain items, including derivative financial instruments, are stated at fair value. The condensed consolidated interim financial statements are presented in Canadian dollars ($), and all values are rounded to the nearest dollar, except where otherwise stated.
4. USE OF JUDGEMENTS AND ESTIMATES
In preparing these condensed consolidated interim financial statements, management has made judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group’s accounting policies and key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended December 31, 2014.
5. 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 December 31, 2014.
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s condensed consolidated interim financial statements, are disclosed below:
Effective for the financial year commencing July 1, 2016:
• | | IFRS 10 andIAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments toIFRS 10 and IAS 28 |
• | | IFRS 10, IFRS 12, and IAS 28 Investment Entities: Applying the Consolidation Exception – Amendments to IFRS 10, IFRS 12 andIAS 28 |
• | | IFRS 11Accounting for Acquisitions of Interests in Joint Operations – Amendments to IFRS 11 |
• | | IFRS 14Regulatory Deferral Accounts |
• | | IAS 1Disclosure Initiative – Amendments to IAS 1 |
NOTES
TO THE CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS FOR THE PERIODS ENDED
JUNE 30, 2015 AND 2014continued
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
5. SIGNIFICANT ACCOUNTING POLICIES continued
• | | IAS 16 and IAS 38 – Clarification of Acceptable Methods of Depreciation and Amortization – Amendments to IAS 16 and IAS 38 |
• | | IAS 16 and IAS 41Agriculture – Bearer Plants – Amendments to IAS 16 and IAS 41 |
• | | IAS 27 – Equity Method in Separate Financial Statements – Amendments to IAS 27 |
• | | Annual IFRS Improvements Process 2012 – 2014 Cycle – various standards |
Effective January 1, 2017:
• | | IFRS 15Revenue from Contracts with Customers |
Effective January 1, 2018:
• | | IFRS 9Financial Instruments |
All standards and Interpretations will be adopted at their effective date, if applicable.
Management is currently in the process of assessing the applicability and impact of the above-mentioned, if any.
6. FINANCIAL RISK MANAGEMENT
Summary of the carrying value of the Group’s financial instruments
| | | | | | | | |
At June 30, 2015 | | Loans and receivables | | | Financial liabilities at amortised cost | |
Platinum Producers’ Environmental Trust** | | | 4,013,960 | | | | — | |
Trade and other receivables* | | | 10,098,197 | | | | — | |
Cash and cash equivalents** | | | 535,694 | | | | — | |
Restricted cash* | | | 50,843 | | | | — | |
Loans and borrowings* | | | — | | | | 149,094,823 | |
Finance lease liability*** | | | — | | | | 1,764,376 | |
Trade and other | | | — | | | | 35,093,689 | |
| | |
At December 31, 2014 | | Loans and receivables | | | Financial liabilities at amortised cost | |
Trade and other receivables* | | | 14,329,673 | | | | — | |
Cash and cash equivalents* | | | 8,148,558 | | | | — | |
Restricted cash* | | | 48,744 | | | | — | |
Loans and borrowings* | | | — | | | | 130,927,146 | |
Finance lease liability*** | | | — | | | | 2,918,431 | |
Trade and other payables* | | | — | | | | 31,725,265 | |
* | Not measured at fair value and the carrying amount is a reasonable approximation of the fair value due to the short-term to maturity. |
** | Not measured at fair value and the carrying amount is a reasonable approximation of fair value due to this being cash deposits. |
*** | Not measured at fair value and the carrying amount is a reasonable approximation of fair value. |
The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy for financial instruments measured at fair value. It does not include fair value information for financial assets and financial liabilities not measured at fair value, if the carrying value is a reasonable approximation of the fair value.
| | | | | | | | | | | | | | | | |
| | Six months ended | | | Year ended | |
| | June 30 2015 | | | December 31 2014 | |
| | Carrying | | | Fair value | | | Carrying | | | Fair value | |
| | value | | | (level 2) | | | value | | | (level 2) | |
Loans and borrowings | | | 149,094,823 | | | | 149,094,823 | | | | 130,927,146 | | | | 130,927,146 | |
The carrying amount of loans and borrowings approximate fair value. The loans were recognised at fair value on initial recoginition and subsequently adjusted for all changes in cash flows.
The contractual value of the loans and borrowings (financial liabilities at amortised cost) at June 30, 2015 was $179,765,713 (R1,750,396,429), (December 31, 2014 $166,392,966 (R1,655,651,405) and June 30, 2014 $162,670,659 (R1,618,613,524)).
(a) Valuation techniques and unobservable inputs:
The following table shows the valuation techniques used in measuring level 2 fair values:
| | | | |
Type | | Valuation technique | | |
Loans and borrowings | | Discounted cash flows | | |
(b) Key assumptions:
• | | JIBAR rates changing per quarter |
• | | Cash flow assumption changes per quarter |
• | | Drawdowns made in the quarter |
NOTES
TO THE CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS FOR THE PERIODS ENDED
JUNE 30, 2015 AND 2014continued
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
7. PROPERTY, PLANT AND EQUIPMENT
| | | | | | | | |
Summary | | Six months ended June 30 2015 | | | Year ended December 31 2014 | |
Cost | | | | | | | | |
Balance at beginning of the period | | | 808,038,782 | | | | 780,046,204 | |
Additions | | | 1,952 | | | | 2,177,645 | |
Transferred from capital work-in-progress | | | 31,705,706 | | | | 33,853,496 | |
Disposals | | | — | | | | (2,378,349 | ) |
Adjustment to rehabilitation assets | | | (82,323 | ) | | | 975,833 | |
Effect of translation | | | 17,383,441 | | | | (6,636,047 | ) |
| | | | | | | | |
Balance at end of the period | | | 857,047,558 | | | | 808,038,782 | |
| | | | | | | | |
Accumulated depreciation and impairment losses | | | | | | | | |
Balance at beginning of the period | | | 161,793,446 | | | | 128,867,722 | |
Depreciation for the period | | | 20,367,040 | | | | 36,456,360 | |
Impairment loss | | | 328,096,271 | | | | — | |
Disposals | | | — | | | | (2,040,078 | ) |
Effect of translation | | | 3,345,344 | | | | (1,490,558 | ) |
| | | | | | | | |
Balance at end of the period | | | 513,602,101 | | | | 161,793,446 | |
| | | | | | | | |
Carrying value | | | 343,445,457 | | | | 646,245,336 | |
| | | | | | | | |
Certain assets are encumbered. The Senior Debt Facility was secured through various security instruments, guarantees and undertakings provided by the Group against 51% of the cash flows generated by the Bokoni Mine, together with 51% of the Bokoni Mine asset base.
Due to the economic climate and the significant re-rate in forecasted metal prices, the Group tested the carrying value of its assets for impairment and recognized an impairment loss of $337,064,465 with respect to property, plant and equipment and goodwill (refer note 10).
Management has assessed its cash-generating unit (“CGU”) as being Bokoni Mine, which is the lowest level for which cash flows are largely independent of other assets. The goodwill relates to the acquisition of Bokoni Mine. Impairment losses recognised in respect of CGU’s are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of other assets in the unit (group of units) on a pro rata basis (refer note 10).
The recoverable amount of mining assets and goodwill reviewed for impairment is determined based on value-in-use calculations. All mining assets and goodwill are allocated to one CGU. Key assumptions relating to this valuation include the discount rate and cash flows used to determine the value-in-use. Future cash flows are estimated based on financial budgets approved by management which is based on the mine’s life-of-mine plan. Management determines the expected performance of the mine based on past performance and its expectations of market developments which are incorporated into a life-of-mine plan.
Key assumptions used in the value-in-use calculation of the impairment assessment of mining assets were the following:
• | | Life-of-mine – 35.5 years (2014: 36 years). |
• | | Real weighted average cost of capital – 11.03% (2014: 10.97%). |
• | | Average price deck for PGM prices was used. Initial price of US$1,224/oz (2014: US$1,742/oz) for platinum in 2015. |
• | | Range of ZAR/US$ real exchange rates – based on market expectations. Initial exchange rate of ZAR11.98/US$ (2014: ZAR9.33/US$) used in 2015. |
• | | South African inflation – based on market expectations. Long term inflation rate of 5.80% (2014: 5.40%). |
• | | Production of 4E ounces starts at 186,701 (2014: 203,889) ounces in 2015, building up to 370,691 (2014: 370,691) ounces in 2041 and gradually scales down towards the end of the life of mine. |
| | | | | | | | | | | | | | |
Sensitivity Analysis | | Real WACC | | 95% | | | 100% (Base NPV) | | | 105% | |
Price (4E basket) | | 11.03% | | | 210,822,892 | | | | 351,688,893 | | | | 482,916,622 | |
Production volumes | | 11.03% | | | 343,394,709 | | | | 351,688,893 | | | | 359,983,078 | |
Operating Cost | | 11.03% | | | 433,318,385 | | | | 351,688,893 | | | | 265,074,715 | |
WACC | | 11.03% | | | 387,226,442 | | | | 351,688,893 | | | | 319,813,504 | |
Capital | | 11.03% | | | 364,144,763 | | | | 351,688,893 | | | | 339,233,024 | |
8. CAPITAL WORK-IN-PROGRESS
Capital work-in-progress consists of mine development and infrastructure costs relating to Bokoni Mine and will be transferred to property, plant and equipment when the relevant projects are commissioned.
| | | | | | | | |
| | Six months | | | Year ended | |
| | ended June 30 | | | December 31 | |
| | 2015 | | | 2014 | |
Balance at beginning of the period | | | 29,272,118 | | | | 27,296,481 | |
Additions | | | 8,221,203 | | | | 32,891,360 | |
Transfer to property, plant and equipment | | | (31,705,706 | ) | | | (33,853,496 | ) |
Capitalisation of borrowing costs | | | 790,987 | | | | 3,183,868 | |
Effect of translation | | | 859,621 | | | | (246,095 | ) |
| | | | | | | | |
Balance at end of the period | | | 7,438,223 | | | | 29,272,118 | |
| | | | | | | | |
Capital work-in-progress is funded through cash generated from operations and available facilities.
9. MINERAL PROPERTY INTERESTS
| | | | | | | | |
| | Six months | | | Year ended | |
| | ended June 30 | | | December 31 | |
| | 2015 | | | 2014 | |
Balance at beginning of the period | | | 7,339,706 | | | | 7,612,443 | |
Amortisation | | | (47,315 | ) | | | (251,394 | ) |
Write-off* | | | — | | | | (709,665 | ) |
Effect of translation | | | 2,047 | | | | 688,322 | |
| | | | | | | | |
Balance at end of the period | | | 7,294,438 | | | | 7,339,706 | |
| | | | | | | | |
* | This relates to the write off of the cost of Paschaskraal and De Kamp remaining after the sale of the two farms in previous financial years. |
The Group’s mineral property interest consists of various early stage exploration projects.
Mineral property interests are carried at cost less amortisation and impairment losses. Gains and losses on disposal of mineral property interests are determined by comparing the proceeds from disposal with the cost less amortisation and impairment losses of the asset and are recognised net within profit or loss.
Mineral property interests transferred between segments (subsidiaries) are recognised at the nominal amount paid. The resulting profit or loss caused by the transfer of mineral property interests is recognised in profit or loss of the segment (subsidiary).
NOTES
TO THE CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS FOR THE PERIODS ENDED
JUNE 30, 2015 AND 2014continued
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
10. GOODWILL
| | | | | | | | |
| | Six months | | | Year ended | |
| | ended June 30 | | | December 31 | |
| | 2015 | | | 2014 | |
Balance at beginning of the period | | | 8,776,080 | | | | 8,845,940 | |
Impairment loss | | | (8,968,194 | ) | | | — | |
Effect of translation | | | 192,114 | | | | (69,860 | ) |
| | | | | | | | |
Balance at end of the period | | | — | | | | 8,776,080 | |
| | | | | | | | |
For impairment considerations refer to note 7.
11. LOANS AND BORROWINGS
| | | | | | | | |
| | Six months | | | Year ended | |
| | ended June 30 | | | December 31 | |
| | 2015 | | | 2014 | |
RPM – Working Capital Facility (related party) | | | 9,817,703 | | | | 5,948,787 | |
RPM – Senior Debt Facility (related party) | | | 136,024,466 | | | | 124,453,505 | |
RPM – Shareholder loan (related party) | | | 2,861,504 | | | | — | |
Other | | | 391,150 | | | | 524,854 | |
| | | | | | | | |
Total loans and borrowings | | | 149,094,823 | | | | 130,927,146 | |
Short-term portion of loans and borrowings | | | | | | | | |
Other | | | (321,950 | ) | | | (524,854 | ) |
| | | | | | | | |
Long-term portion of loans and borrowings | | | 148,703,673 | | | | 130,402,292 | |
| | | | | | | | |
The carrying value of the Group’s loans and borrowings changed during the period as follows:
| | | | | | | | |
| | Six months | | | Year ended | |
| | ended June 30 | | | December 31 | |
| | 2015 | | | 2014 | |
Balance at beginning of the period | | | 130,927,146 | | | | 187,016,588 | |
Loan repaid RPM – Senior Debt Facility | | | — | | | | (74,782,500 | ) |
Loans repaid – other | | | (168,192 | ) | | | (652,039 | ) |
Loan from RPM – Senior Debt Facility | | | — | | | | 6,250,317 | |
Loan from RPM – Shareholder loan | | | 2,825,282 | | | | 6,005,206 | |
Loan capitalised RPM – Shareholder loan | | | — | | | | (12,480,278 | ) |
Loan from RPM – Working Capital Facility | | | 3,372,600 | | | | 2,526,305 | |
Finance expenses accrued | | | 9,560,479 | | | | 17,039,491 | |
Fair value gain on additional draw down of Senior Debt Facility | | | | | | | (1,109,648 | ) |
AG8 on Senior Debt Facility | | | (252,909 | ) | | | 3,233,584 | |
Effect of translation | | | 2,830,417 | | | | (2,119,880 | ) |
| | | | | | | | |
Balance at end of the period | | | 149,094,823 | | | | 130,927,146 | |
| | | | | | | | |
On May 5, 2014, Anglo Platinum’s Board of Directors authorised an amount of CAD$16.4 million (R160.0 million) of accrued and unpaid interest to accrue above the facility limit of CAD$159.2 million (R1,550.0 million) up to December 31, 2015.
The Senior Debt Facility is fully drawn. On December 9, 2015 the Senior Facilities Agreement was amended and restated to increase the availability under the facility by $7.3 million (R71.4 million) (refer note 2).
The treatment of the RPM Shareholder loan is to be decided by the Bokoni Holdco Board of Directors as per the Bokoni Holdco Shareholders Agreement. This loan bears no interest and no repayment terms.
12. FINANCE LEASE LIABILITY
| | | | | | | | |
| | Six months ended June 30 2015 | | | Year ended December 31 2014 | |
Finance lease – Fermel | | | 646,286 | | | | 931,429 | |
Finance lease – Atlas Copco | | | 1,118,090 | | | | 1,987,002 | |
| | | | | | | | |
Total finance lease liability | | | 1,764,376 | | | | 2,918,431 | |
| | | | | | | | |
Short-term portion of finance lease liability | | | | | | | | |
Finance lease – Fermel | | | (583,643 | ) | | | (647,552 | ) |
Finance lease – Atlas Copco | | | (1,118,090 | ) | | | (1,987,002 | ) |
| | | | | | | | |
| | | 1,701,733 | | | | (2,634,554 | ) |
| | | | | | | | |
Long-term portion of finance lease liability | | | 62,643 | | | | 283,877 | |
| | | | | | | | |
The carrying value of the Group’s finance lease liability changed during the period as follows: | | | | | | | | |
Balance at beginning of the period | | | 2,918,431 | | | | — | |
Finance lease entered into – Fermel | | | — | | | | 1,150,869 | |
Finance lease entered into – Atlas Copco | | | — | | | | 2,176,310 | |
Lease repayment | | | (1,489,999 | ) | | | (609,887 | ) |
Finance expenses accrued | | | 260,199 | | | | 241,794 | |
Effect of translation | | | 75,745 | | | | (40,655 | ) |
| | | | | | | | |
Balance at end of the period | | | 1,764,376 | | | | 2,918,431 | |
| | | | | | | | |
The terms of the lease are as follows: | | | | | | | | |
Interest rate | | | 2% – 22.1% | | | | 2% – 22.1% | |
| | |
Lease term | | | 13 months –2 years | | | | 13 months –2 years | |
Carrying amount of leased assets included in property, plant and equipment | | | 2,667,559 | | | | 2,902,602 | |
Bokoni entered into instalment sale agreements with Fermel Proprietary Limited (“Fermel”) and Atlas Copco South Africa Proprietary Limited (“Atlas Copco”) in the prior financial year for the lease of equipment.
Ownership of the equipment leased from Fermel will be transferred to Bokoni when all amounts due in terms of the agreements have been paid. The Atlas Copco agreement provides for an option to purchase the equipment at the end of the lease term. Management intends to exercise the option to purchase the machinery at the end of the lease term.
The finance lease liabilities are payable as follows:
| | | | | | | | |
| | Less than one year | | | Between two and five years | |
Future minimum lease payments | | | 1,811,934 | | | | 64,694 | |
Interest | | | 110,201 | | | | 2,051 | |
| | | | | | | | |
Present value of minimum lease payments | | | 1,701,733 | | | | 62,643 | |
| | | | | | | | |
NOTES
TO THE CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS FOR THE PERIODS ENDED
JUNE 30, 2015 AND 2014continued
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
13. EARNINGS PER SHARE
The basic and diluted loss per share for the three and six months ended June 30, 2015 was 23 cents and 25 cents respectively (June 2014: 1 cent and 2 cents respectively).
The calculation of basic loss per share for the three months ended June 30, 2015 of 23 cents (2014: 1 cent) is based on the loss attributable to owners of the Company of $127,552,821 (2014: $6,972,847) and a weighted average number of shares of 552,998,572 (2014: 530,811,430).
The calculation of basic loss per share for the six months ended June 30, 2015 of 25 cents (2014: 2 cents) is based on the loss attributable to owners of the Company of $136,421,410 (2014: $11,849,502) and a weighted average number of shares of 552,998,572 (2014: 530,811,430).
The calculation of diluted loss per share for the three months ended June 30, 2015 of 23 cents (2014: 1 cent) is based on the loss attributable to owners of the Company of $127,552,821 (2014: $6,972,847) and a weighted average number of shares of 554,312,782 (2014: 530,811,430).
The calculation of diluted loss per share for the six months ended June 30, 2015 of 25 cents (2014: 2 cents) is based on the loss attributable to owners of the Company of $136,421,410 (2014: $11,849,502) and a weighted average number of shares of 554,312,782 (2014: 530,811,430).
The share options and unvested treasury shares were excluded in determining diluted weighted average number of common shares as their effect would have been anti-dilutive.
14. CASH (UTILISED BY)/GENERATED FROM OPERATIONS
| | | | | | | | | | | | | | | | |
| | Three months ended June 30 | | | Six months ended June 30 | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
Loss before income tax | | | (360,573,411 | ) | | | (13,601,068 | ) | | | (378,822,284 | ) | | | (27,601,541 | ) |
Adjusted for: | | | | | | | | | | | | | | | | |
Finance costs | | | 6,052,773 | | | | 4,335,373 | | | | 11,010,844 | | | | 8,316,525 | |
Finance income | | | (52,281 | ) | | | (70,757 | ) | | | (148,627 | ) | | | (152,363 | ) |
Non-cash items: | | | | | | | | | | | | | | | | |
Depreciation and amortisation | | | 11,370,593 | | | | 9,604,188 | | | | 20,432,094 | | | | 19,713,169 | |
Impairment loss | | | 337,064,465 | | | | — | | | | 337,064,465 | | | | — | |
Equity-settled share-based compensation | | | 903,075 | | | | — | | | | 1,090,969 | | | | — | |
Profit on disposal of property, plant and equipment | | | — | | | | — | | | | — | | | | (4,100 | ) |
Rehabilitation adjustment | | | 698,837 | | | | (229,069 | ) | | | 698,837 | | | | — | |
Fair value loss/(gain) and AG8 adjustment on loans and borrowings | | | 49,197 | | | | (146,175 | ) | | | (252,909 | ) | | | (538,033 | ) |
| | | | | | | | | | | | | | | | |
Cash utilised by operations before ESOP transactions | | | (4,486,752 | ) | | | (107,508 | ) | | | (8,926,611 | ) | | | (266,343 | ) |
ESOP cash transactions (restricted cash) | | | 18,123 | | | | 17,051 | | | | 35,537 | | | | 35,521 | |
| | | | | | | | | | | | | | | | |
Cash utilised by operations before working capital changes | | | (4,468,629 | ) | | | (90,457 | ) | | | (8,891,074 | ) | | | (230,822 | ) |
Working capital changes | | | | | | | | | | | | | | | | |
Decrease in trade and other receivables | | | 2,349,311 | | | | 7,847,396 | | | | 6,535,041 | | | | 3,882,515 | |
Increase/(decrease) in trade and other payables | | | 27,267 | | | | (212,337 | ) | | | 1,285,436 | | | | (22,616,518 | ) |
Increase in inventories | | | (1,573,997 | ) | | | (1,778,358 | ) | | | (1,707,982 | ) | | | (2,367,272 | ) |
| | | | | | | | | | | | | | | | |
Cash (utilised by)/generated from operations | | | (3,666,048 | ) | | | 5,766,244 | | | | (2,778,579 | ) | | | (21,332,097 | ) |
| | | | | | | | | | | | | | | | |
| | |
| | |
15. 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 Chief Executive Officer (“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 PGMs. |
• | | Projects – Mining exploration in Kwanda. |
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.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six months ended 30 June 2015 | | | Six months ended 30 June 2014 | |
| | Bokoni Mine | | | Projects | | | Total | | | Bokoni Mine | | | Projects | | | Total | | | Note | |
EBITDA | | | (368,762,927 | )* | | | — | | | | (368,762,927 | ) | | | 1,293,937 | | | | (13,798 | ) | | | 1,280,139 | | | | (i | ) |
Total assets | | | 368,026,134 | | | | 4,116 | | | | 368,030,250 | | | | 757,186,901 | | | | 3,095 | | | | 757,189,996 | | | | (iii | ) |
| | |
| | Three months ended 30 June 2015 | | | Three months ended 30 June 2014 | |
| | Bokoni Mine | | | Projects | | | Total | | | Bokoni Mine | | | Projects | | | Total | | | Note | |
EBITDA | | | (365,344,357 | )* | | | — | | | | (365,344,357 | ) | | | 808,051 | | | | (9,206 | ) | | | 798,845 | | | | (ii | ) |
* | Included in EBITDA is an impairment loss of $359,393,967. |
| | | | | | | | |
| | June 30 2015 | | | June 30 2014 | |
(i) EBITDA – six months ended | | | | | | | | |
EBITDA for reportable segments | | | (368,762,927 | ) | | | 1,280,139 | |
Net finance costs | | | (10,862,217 | ) | | | (8,164,162 | ) |
Depreciation and amortisation | | | (20,432,094 | ) | | | (19,713,169 | ) |
Corporate and consolidation adjustments* | | | 21,234,954 | | | | (1,004,349 | ) |
| | | | | | | | |
Consolidated loss before income tax | | | (378,822,284 | ) | | | (27,601,541 | ) |
| | | | | | | | |
(ii) EBITDA – three months ended | | | | | | | | |
EBITDA for reportable segments | | | (365,344,357 | ) | | | 798,845 | |
Net finance costs | | | (6,000,492 | ) | | | (4,264,616 | ) |
Depreciation and amortisation | | | (11,370,593 | ) | | | (9,604,188 | ) |
Corporate and consolidation adjustments* | | | 22,142,031 | | | | (531,109 | ) |
| | | | | | | | |
Consolidated loss before income tax | | | (360,573,411 | ) | | | (13,601,068 | ) |
| | | | | | | | |
(iii) Total assets | | | | | | | | |
Assets for reportable segments | | | 368,030,250 | | | | 757,189,996 | |
Corporate and consolidation adjustments | | | 7,559,001 | | | | (17,670,809 | ) |
| | | | | | | | |
Consolidated total assets | | | 375,589,251 | | | | 739,519,187 | |
| | | | | | | | |
* | Included in the consolidation adjustments is an impairment loss adjustment of $22,329,502. |
NOTES
TO THE CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS FOR THE PERIODS ENDED
JUNE 30, 2015 AND 2014continued
(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)
16. RELATED PARTIES
Relationships
| | |
Related party | | Nature of relationship |
| |
RPM | | The Group concluded a number of shared services agreements between Bokoni and RPM, a wholly owned subsidiary of Anglo Platinum and a 49% shareholder in Bokoni Holdco. Pursuant to the terms of various shared services agreements, the Anglo Platinum group of companies will continue to provide certain services to Bokoni at a cost that is no greater than the costs charged to any other Anglo Platinum group company for the same or similar services. It is anticipated that, as Atlatsa builds its internal capacity, and makes the transformation to a fully operational PGM producer, these services will be phased out and replaced either with internal services or third party services. RPM also provides debt funding to the Group and purchases all of the Group’s PGM concentrate. |
| |
Atlatsa Holdings | | Atlatsa Holdings is the Company’s controlling shareholder. |
| |
Key management | | All directors directly involved in the Atlatsa Group and certain members of top management at Bokoni and Plateau. |
Related party balances
| | | | | | | | | | |
| | | | Six months ended June 30 2015 | | | Year ended December 31 2014 | |
RPM | | Loans and Borrowings(refer to note 11) | | | (148,703,673 | ) | | | (130,402,292 | ) |
| | Trade and other payables | | | (20,504,266 | ) | | | (16,493,972 | ) |
| | Trade and other receivables | | | 4,213,900 | | | | 12,636,881 | |
Related party transactions
| | | | | | | | | | |
| | | | Six months ended June 30 2015 | | | Six months ended June 30 2014 | |
RPM | | Revenue | | | (103,971,888 | ) | | | (112,390,681 | ) |
| | Finance costs (before interest capitalised) | | | 10,971,215 | | | | 8,545,109 | |
| | Administration expenses | | | 4,534,491 | | | | 2,051,734 | |
| | Cost of sales | | | 19,552,316 | | | | 27,826,142 | |
| | Costs capitalised to capital work-in-progress | | | 1,946,564 | | | | 4,949,411 | |
17. HEADLINE AND DILUTED HEADLINE EARNINGS/(LOSS) PER SHARE
Headline earnings/(loss) per share is calculated by dividing headline earnings/(loss) attributable to owners of the Company by the weighted average number of ordinary shares in issue during the period. Diluted headline earnings/(loss) per share is determined by adjusting the headline earnings/(loss) attributable to shareholders of the Company and the weighted average number of ordinary shares in issue during the period, for the effects of all dilutive potential ordinary shares, which comprise share options granted to employees.
Headline earnings/(loss) per share
The calculation of headline loss per share for the three months ended June 30, 2015 of 2 cents (2014: 1 cent) is based on headline loss of $11,531,973 (2014: $6,972,847) and a weighted average number of shares of 552,998,572 (2014: 530,811,430).
The calculation of headline loss per share for the six months ended June 30, 2015 of 4 cents (2014: 2 cents) is based on headline loss of $20,400,562 (2014: $11,853,602) and a weighted average number of shares of 552,998,572 (2014: 530,811,430).
The following adjustments to loss attributable to owners of the Company were taken into account in the calculation of headline loss attributable to owners of the Company:
| | | | | | | | | | | | | | | | |
| | Three months ended June 30 | | | Six months ended June 30 | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
Loss attributable to shareholders of the Company | | | (127,552,821 | ) | | | (6,972,847 | ) | | | (136,421,410 | ) | | | (11,849,502 | ) |
– Impairment loss | | | 116,020,848 | | | | — | | | | 116,020,848 | | | | — | |
– Profit on disposal of property, plant and equipment | | | — | | | | — | | | | — | | | | (4,100 | ) |
| | | | | | | | | | | | | | | | |
Headline loss attributable to owners of the Company | | | (11,531,973 | ) | | | (6,972,847 | ) | | | (20,400,562 | ) | | | (11,853,602 | ) |
| | | | | | | | | | | | | | | | |
Diluted headline earnings/(loss) per share
The calculation of diluted headline loss per share for the three months ended June 30, 2015 of 2 cents (2014: 1 cent) is based on headline loss of $11,531,973 (2014: $6,972,847) and a weighted average number of shares of 554,312,782 (2014: 530,811,430).
The calculation of diluted headline loss per share for the six months ended June 30, 2015 of 4 cents (2014: 2 cents) is based on headline loss of $20,400,562 (2014: $11,853,602) and a weighted average number of shares of 554,312,782 (2014: 530,811,430).
The share options were excluded in determining diluted weighted average number of common shares as their effect would have been anti-dilutive.
18. EVENTS AFTER THE REPORTING DATE
On July 10, 2015 the Company announced its intention to file a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the US Securities and Exchange Commission to voluntarily withdraw its common shares from listing on the NYSE MKT. The Company filed the Form 25 on July 20, 2015 and the delisting was effective approximately 10 days following the filing of the Form 25. The Company’s listings on the TSX and the JSE remain unaffected.
On August 21, 2015, the Shareholder loan of $2,861,504 was capitalised (refer note 11).
On September 16, 2015 the Restructure Plan was announced (refer note 2).
On December 9, 2015 the Company entered into a $34.3 million (R334.0 million) Term Loan Facility Agreement with Anglo Platinum. In addition, the Senior Facilities Agreement was amended and restated to increase the availability under the facility by $7.3 million (R71.4 million) (refer note 2).