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ARQ
ARQ
ANO - Anooraq announces unaudited condensed consolidated interim financial
statements for the three months ended 31 March 2011
Anooraq Resources Corporation
(Incorporated in British Columbia, Canada)
(Registration number 10022-2033)
TSXV/JSE share code: ARQ)
NYSE Amex share code: ANO
ISIN: CA03633E1088
("Anooraq" or the "Company")
ANOORAQ ANNOUNCES UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED 31 MARCH 2011
Anooraq announces its unaudited condensed consolidated interim financial results
for the three months ended 31 March 2011, as approved by the Board of Directors
on 4 May 2011. This announcement should be read with the Company`s Management
Discussion & Analysis, available at www.anooraqresources.com and filed on
www.sedar.com.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION AS AT 31 MARCH
2011
(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
Audited
Note 31 March 2011 31 December
2010
Assets
Non-current assets
Property, plant and equipment 4 928,881,772 984,906,533
Capital work-in-progress 5 15,799,588 10,311,973
Intangible assets 6 2,844,078 3,280,056
Mineral property interests 13,319,560 13,716,383
Goodwill 12,539,753 13,185,952
Platinum producers` environmental 2,741,796 2,862,075
trust
Other non-current assets 343,535 348,076
Total non-current assets 976,470,082 1,028,611,048
Current assets
Inventories 1,091,824 -
Trade and other receivables 22,187,527 36,190,110
Current tax receivable 155,244 163,244
Cash and cash equivalents 22,791,239 25,764,590
Restricted cash 1,308,623 1,377,263
Total current assets 47,534,457 63,495,207
Total assets 1,024,004,539 1,092,106,255
Equity and Liabilities
Equity
Share capital 71,967,083 71,852,588
Treasury shares (4,991,726) (4,991,726)
Convertible preference shares 162,910,000 162,910,000
Foreign currency translation reserve (9,131,706) (5,197,843)
Hedging reserve (2,296,909) (4,124,155)
Share-based payment reserve 22,397,391 22,032,571
Accumulated loss (180,137,265) (163,519,502)
Total equity attributable to equity 60,716,868 78,961,933
holders of the Group
Non-controlling interest 25,223,042 42,404,014
Total equity 85,939,910 121,365,947
Liabilities
Non-current liabilities
Loans and borrowings 7 709,686,588 622,534,699
Deferred taxation 190,697,392 208,805,557
Provisions 7,946,656 8,184,494
Derivative liability 3,077,556 4,969,563
Total non-current liabilities 911,408,192 844,494,313
Current liabilities
Trade and other payables 25,731,943 31,844,332
Short-term portion of loans and 924,494 94,401,663
borrowings
Total current liabilities 26,656,437 126,245,995
Total liabilities 938,064,629 970,740,308
Total equity and liabilities 1,024,004,539 1,092,106,255
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS FOR THE PERIOD
ENDED 31 MARCH 2011
(Unaudited - Expressed in Canadian Dollars)
Note Three months ended 31
March
2011 2010
Revenue 30,698,228 32,206,103
Cost of sales (46,235,753) (35,632,148)
Gross loss (15,537,525) (3,426,045)
Administrative expenses (3,745,838) (2,671,638)
Other income 50,291 85,423
Operating loss (19,233,072) (6,012,260)
Finance income 194,168 299,937
Finance expense (20,109,020) (10,260,006)
Net finance expense (19,914,852) (9,960,069)
Loss before income tax (39,147,924) (15,972,329)
Income tax 7,721,752 2,781,305
Loss for the period (31,426,172) (13,191,024)
Other comprehensive income/(loss)
Foreign currency translation (6,072,627) (4,643,329)
differences for foreign operations
Effective portion of changes in fair 1,593,447 (1,491,526)
value of cash flow hedges
Other comprehensive income/(loss) for (4,479,180) (6,134,855)
the period, net of income tax
Total comprehensive (loss) for the (35,905,352) (19,325,879)
period
Loss attributable to:
Owners of the Company (16,617,763) (6,997,907)
Non-controlling interest (14,808,409) (6,193,117)
Loss for the period (31,426,172) (13,191,024)
Total comprehensive loss attributable
to:
Owners of the Company (18,724,380) (11,223,842)
Non-controlling interest (17,180,972) (8,102,037)
Total comprehensive loss for the (35,905,352) (19,325,879)
period
Earnings per share
Basic and diluted loss per share (0.04) (0.02)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY FOR THE PERIOD
ENDED 31 MARCH 2011
(Unaudited - Expressed in Canadian Dollars)
Attributable to equity holders of the Company
Share Treasury Convertible Foreign Share-
Capital Shares preference currency based
shares translation payment
reserve reserve
For the
period ended
31 March
2010
Balance at 1 71,713,114 (4,991,726) 162,910,000 (9,390,899) 19,770,786
January 2010
Total
comprehensiv
e
income/(loss
) for the
period
Loss for the - - - - -
period
Other
comprehensiv
e
income/(loss
)
Foreign - - - (2,751,428) -
currency
translation
differences
Effective - - - - -
portion of
changes in
fair value
of cash flow
hedges,
net of tax
Total other - - - (2,751,428) -
comprehensiv
e
income/(loss
)
Total - - - (2,751,428) -
comprehensiv
e
income/(loss
) for the
period
Transactions
with owners,
recorded
directly in
equity
Contribution
s by and
distribution
s to owners
Share-based 63,400 - - - 472,540
payment
transactions
Total 63,400 - - - 472,540
contribution
s by and
distribution
s to owners
Balance at 71,776,514 (4,991,726) 162,910,000 (12,142,327) 20,243,326
31 March
2010
For the
period ended
31 March
2011
Balance at 1 71,852,588 (4,991,726) 162,910,000 (5,197,843) 22,032,571
January 2011
Total
comprehensiv
e
income/(loss
) for the
period
Loss for the - - - - -
period
Other
comprehensiv
e
income/(loss
)
Foreign - - - (3,933,863) -
currency
translation
differences
Effective - - - - -
portion of
changes in
fair value
of cash flow
hedges,
net of tax
Total other - - - (3,933,863) -
comprehensiv
e
income/(loss
)
Total - - - (3,933,863) -
comprehensiv
e
income/(loss
) for the
period
Transactions
with owners,
recorded
directly in
equity
Contribution
s by and
distribution
s to owners
Common 114,495 - - - (51,495)
shares
issued
Share-based - - - - 416,315
payment
transactions
Total 114,495 - - - 364,820
contribution
s by and
distribution
s to owners
Balance at 71,967,083 (4,991,726) 162,910,000 (9,131,706) 22,397,391
31 March
2010
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY FOR THE PERIOD
ENDED 31 MARCH 2011 (Continued)
(Unaudited - Expressed in Canadian Dollars)
Attributable to equity holders of the Company
Hedging Accumulated Total Non- Total
reserve loss controlling
interest
For the
period
ended 31
March
2010
Balance (731,293) (111,798,092) 127,481,890 82,025,730 209,507,620
at 1
January
2010
Total
comprehe
nsive
income/(
loss)
for the
period
Loss for - (6,997,907) (6,997,907) (6,193,117) (13,191,024)
the
period
Other
comprehe
nsive
income/(
loss)
Foreign 17,019 - (2,734,409) (1,908,920) (4,643,329)
currency
translat
ion
differen
ces
(1,491,526) - (1,491,526) - (1,491,526)
Effectiv
e
portion
of
changes
in fair
value of
cash
flow
hedges,
net of
tax
Total (1,474,507) - (4,225,935) (1,908,920) (6,134,855)
other
comprehe
nsive
income/(
loss)
Total (1,474,507) (6,997,907) (11,223,842) (8,102,037) (19,325,879)
comprehe
nsive
income/(
loss)
for the
period
Transact
ions
with
owners,
recorded
directly
in
equity
Contribu
tions by
and
distribu
tions to
owners
Share- - - 535,940 - 535,940
based
payment
transact
ions
Total - - 535,940 - 535,940
contribu
tions by
and
distribu
tions to
owners
Balance (2,205,800) (118,795,999) 116,793,988 73,923,693 190,717,681
at 31
March
2010
For the
period
ended 31
March
2011
Balance (4,124,155) (163,519,502) 78,961,933 42,404,014 121,365,947
at 1
January
2011
Total
comprehe
nsive
income/(
loss)
for the
period
Loss for - (16,617,763) (16,617,763) (14,808,409) (31,426,172)
the
period
Other
comprehe
nsive
income/(
loss)
Foreign 233,799 - (3,700,064) (2,372,563) (6,072,627)
currency
translat
ion
differen
ces
1,593,447 - 1,593,447 - 1,593,447
Effectiv
e
portion
of
changes
in fair
value of
cash
flow
hedges,
net of
tax
Total 1,827,246 - (2,106,617) (2,372,563) (4,479,180)
other
comprehe
nsive
income/(
loss)
Total 1,827,246 (16,617,763) (18,724,380) (17,180,972) (35,905,352)
comprehe
nsive
income/(
loss)
for the
period
Transact
ions
with
owners,
recorded
directly
in
equity
Contribu
tions by
and
distribu
tions to
owners
Common - - 63,000 - 63,000
shares
issued
Share- - - 416,315 - 416,315
based
payment
transact
ions
Total - - 479,315 - 479,315
contribu
tions by
and
distribu
tions to
owners
Balance (2,296,909) (180,137,265) 60,716,868 25,223,042 85,939,910
at 31
March
2010
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS FOR THE PERIOD ENDED 31
MARCH 2011
(Unaudited - Expressed in Canadian Dollars)
Note Three months ended 31 March
2011 2010
Cash flows from operating
activities
Cash utilised by operations 8 (1,793,405) (3,512,684)
Interest received 144,881 260,250
Interest paid (525,310) (12,858)
Taxation paid - (299,394)
Cash utilised by operating (2,173,834) (3,564,686)
activities
Cash flows from investing
activities
Additions to property, plant and (1,240,460) -
equipment
Additions to capital work-in- (6,534,092) (4,234,881)
progress
Cash utilised from investing (7,774,552) (4,234,881)
activities
Cash flows from financing
activities
Borrowings raised - OCSF 8,259,203 5,504,485
Common shares issued 63,000 25,800
Cash generated from financing 8,322,203 5,530,285
activities
Effect of foreign currency (1,347,168) (645,748)
translation
Net decrease in cash and cash (2,973,351) (2,915,030)
equivalents
Cash and cash equivalents, 25,764,590 30,947,511
beginning of period
Cash and cash equivalents, end of 22,791,239 28,032,481
period
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE PERIOD
ENDED 31 MARCH 2011
(Unaudited- Expressed in Canadian Dollars)
1. REPORTING ENTITY
Anooraq Resources Corporation (the "Company" or "Anooraq") is incorporated in
the Province of British Columbia, Canada. The condensed consolidated interim
financial statements of the Company as at and for the three months ended 31
March 2011 comprise the Company and its subsidiaries (together referred to as
the "Group" and individually as "Group entities") and the Group`s interests in
associates and jointly controlled entities.
2. STATEMENT OF COMPLIANCE
These condensed consolidated interim financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting. They do not include all of
the information required for full annual financial statements, and should be
read in conjunction with the consolidated financial statements of the Group as
at and for the year ended 31 December 2010. The consolidated financial
statements of the Group as at and for the year ended 31 December 2010 are
available upon request from the Company`s registered office at 82 Grayston
Drive, Sandton, South Africa or at www.sedar.com.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied by the Group in these condensed consolidated
interim financial statements are the same as those applied by the Group in its
consolidated financial statements as at and for the year ended 31 December 2010,
except for the following standards and interpretations adopted in the current
financial year:
- IAS 24 (revised), Related Party Disclosures
- IFRIC 19, Extinguishing Financial liabilities with Equity instruments
- Amendments to IFRS 2, Share-based payments: vesting conditions and
cancellations
- Amendments to IAS 32 Financial Instruments: Presentation - Classification of
Rights Issues
- Various improvements to IFRS 2010
There was no significant impact on these condensed consolidated interim
financial statements as a result of adopting these standards and
interpretations.
Standards and interpretations issued but not yet effective and applicable to the
Group:
- IFRS 9, Financial Instruments.
4. PROPERTY, PLANT AND EQUIPMENT
Summary
Three months Year ended 31
ended 31 December 2010
March 2011
Cost
Balance at beginning of period 1,032,647,854 707,131,018
Additions 1,240,460 494,095
Transferred from capital work-in-progress 1,085,240 260,839,548
Disposals - (544,766)
Adjustment to rehabilitation assets - 144,952
Effect of translation (50,560,332) 64,583,007
Balance at end of period 984,413,222 1,032,647,854
Accumulated depreciation
Balance beginning of period 47,741,321 13,737,282
Depreciation for the period 9,932,254 31,397,522
Disposals - (499,587)
Effect of translation (2,142,125) 3,106,104
Balance at end of period 55,531,450 47,741,321
Carrying value 928,881,772 984,906,533
5. CAPITAL WORK-IN-PROGRESS
Capital work-in-progress consists of mine development and infrastructure costs
relating to the Bokoni mine and will be transferred to property, plant and
equipment when the relevant projects are commissioned.
Three months Year ended 31
ended 31 December
March
2011 2010
Balance at beginning of period 10,311,973 235,838,915
Additions 6,534,092 28,193,472
Transfer to property, plant and equipment (1,085,240) (260,839,548)
Capitalisation of borrowing costs 427,263 8,271,379
Impairment - (345,123)
Effect of translation (388,500) (807,122)
Balance at end of period 15,799,588 10,311,973
Capital work-in-progress is funded through cash generated from operations and
available loan facilities.
6. INTANGIBLE ASSETS
Three months Year ended 31
ended 31 December 2010
March 2011
Balance at beginning of period 10,311,973 235,838,915
Additions 6,534,092 28,193,472
Transfer to property, plant and equipment (1,085,240) (260,839,548)
Capitalisation of borrowing costs 427,263 8,271,379
Impairment - (345,123)
Effect of translation (388,500) (807,122)
Balance at end of period 15,799,588 10,311,973
7. LOANS AND BORROWINGS
Three Year ended
months ended 31 December
31 March 2010
2011
Senior Term Loan Facility 91,916,854 93,412,907
Capitalised transaction costs (4,024,976) (4,251,970)
Redeemable "A" preference shares (related 407,529,820 418,050,018
party)
Rustenburg Platinum Mines - Funding loans 87,940,570 89,370,192
(related party)
Rustenburg Platinum Mines - OCSF (related 118,566,234 111,208,925
party)
Rustenburg Platinum Mines - Interest free 4,151,626 4,365,567
loan (related party)
Rustenburg Platinum Mines - commitment 1,198,303 1,122,854
fees (related party)
Other 3,332,651 3,657,869
710,611,082 716,936,362
Short-term portion
Senior Term Loan Facility - (93,412,907)
Other (924,494) (988,756)
(924,494) (94,401,663)
Non-current liabilities 709,686,588 622,534,699
The carrying value of the Group`s loans and borrowings changed during the period
as follows:
Three months Year ended
ended 31 31 December
March
2011 2010
Balance at beginning of the year 716,936,362 555,509,417
Rustenburg Platinum Mine - OCSF 8,259,203 39,043,300
Rustenburg Platinum Mine - Interest - 599,442
free loan
Loans repaid (246,930) (590,537)
Commitment fee capitalised (127,941) (640,086)
Finance expenses accrued 20,222,894 74,436,897
Amortisation of loan costs 18,256 631,929
Commitment fee liability 127,941 640,086
Interest rate swap adjustment (10,622) (354,093)
Other - 3,328,100
Effect of translation (34,568,081) 44,331,907
Balance at end of the period 710,611,082 716,936,362
Short-term portion
Senior Term Loan Facility - (93,412,907)
Other (924,494) (988,756)
(924,494) (94,401,663)
Non-current portion 709,686,588 622,534,699
Due to the waiver of the covenants on the Senior Term Loan Facility at 31
December 2010, there is no breach applicable to the loan at 31 March 2011 and as
a result, the loan is classified as non-current. Refer note 10 for details
regarding the refinancing of the Group`s loans and borrowings subsequent to 31
March 2011.
8. CASH USED BY OPERATIONS
Three months ended 31 March
2011 2010
Loss before income tax (39,147,924) (15,972,329)
Adjustments for:
Finance expense 20,109,020 10,260,006
Finance income (194,168) (299,937)
Items not involving cash:
Depreciation and amortization 10,202,121 6,057,518
Equity settled share-based compensation 416,315 510,140
Derivative gain (33,498) (99,581)
Cash utilised before working capital (8,648,134) 455,817
changes
Working capital changes
Decrease in trade and other receivables 12,015,638 1,057,186
Decrease in trade and other payables (4,090,374) (3,946,500)
Increase in inventories (1,070,535) (1,079,187)
Cash utilised by operations (1,793,405) (3,512,684)
9. SEGMENT INFORMATION
The Group has two reportable segments as described below. These segments are
managed separately based on the nature of operations. For each of the segments,
the Group`s CEO reviews internal management reports monthly. The following
summary describes the operations in each of the Group`s reportable segments:
- Bokoni Mine - Mining of PGM`s.
- Projects - Mining exploration in Boikgantsho, Kwanda, and Ga-Phasha
exploration projects.
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.
31 March 2011
Bokoni Mine Projects Total
EBITDA (7,897,416) (284,576) (8,181,992)
Total 1,028,799,838 11,016,290 1,039,816,128
Assets
31 March 2010
Bokoni Mine Projects Total Note
EBITDA 813,331 (19,135) 794,196 (i)
Total 994,113,957 11,664,703 1,005,778,660 (ii)
Assets
(i)EBITDA 31 March 2011 31 March 2010
EBITDA for reportable segments (8,181,992) 794,196
Net finance expense (19,914,852) (9,960,069)
Depreciation and amortisation (10,202,121) (6,057,518)
Corporate and consolidation (848,959) (748,938)
adjustments
Consolidated loss before income tax (39,147,924) (15,972,329)
(ii)Total assets
Assets for reportable segments 1,039,816,128 1,005,778,660
Corporate and consolidation (15,811,587) (10,205,730)
adjustments
Consolidated assets 1,024,004,541 995,572,930
10. SUBSEQUENT EVENTS
Senior Term Loan Facility
Subsequent to 31 March 2011, the Senior Term Loan Facility lenders (Standard
Chartered Bank and FirstRand Bank acting through its division, Rand Merchant
Bank) have agreed with Plateau Resources (Proprietary) Limited and Anglo
Platinum Limited ("Anglo"), for Anglo`s subsidiary, Rustenburg Platinum Mines
Limited ("RPM") to acquire the outstanding amounts from the Senior lenders in
full on 28 April 2011, as Anglo has indicated that it will be willing to provide
funding on more flexible terms and conditions and with more acceptable pricing
going forward. The outstanding amount acquired by RPM is $96.1 million (ZAR 669
million) including the interest rate swap of $3.7 million (ZAR 25.7 million).
Johannesburg
13 May 2011
JSE Sponsor
Macquarie First South Advisers (Pty) Limited
Date: 13/05/2011 14:02:01 Produced by the JSE SENS Department.
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