Commentary to the condensed consolidated interim financial statements for the six months ended 30 June 2011
General
The board of Randgold & Exploration Company Limited (R&E) is pleased to announce the interim results for the six months ended 30 June 2011.
Dividend in specie and special cash dividend
The distribution of the company’s remaining investment in Gold Fields Limited (GFI) as well as a special cash dividend of 90 cents per R&E share, as approved by shareholders on 30 November 2010, was effected on 17 January 2011. Refer to the notes to these condensed consolidated interim financial statements for further details.
Income
The majority of the income recognised in the period under review was a result of profit realised on the distribution of the investments held for distribution and profit from the sale of prospecting rights.
Financial position
R&E is liquid with no interest-bearing debt. R&E’s total assets consist primarily of cash. R&E had a net asset value per share of R2.47 at 30 June 2011.
Cash flow
R&E started the period under review with a cash balance of R291.8 million. Operating activities utilised cash of R20.8 million during the period under review, primarily as a result of taxation paid and operating expenses.
Investing activities yielded cash inflows of R11.8 million resulting from dividends received and proceeds from the sale of prospecting rights.
The major cash outflow from financing activities for the period under review was the special cash dividend paid of R64.6 million.
R&E remains in a strong cash position with R218.1 million in cash and cash equivalents at 30 June 2011.
Outlook
Given R&E’s liquidity and position in the resources industry, management will continue to focus on seeking new opportunities, where appropriate, for the benefit of R&E and its shareholders. As in the past, a pragmatic commercial approach will be adopted in dealing with the outstanding legal claims.
DC Kovarsky Marais Steyn
Chairman Chief Executive Officer
Johannesburg
2 August 2011
Condensed consolidated interim statement of comprehensive income
| For the six months ended | |||
| 30 June 2011 | 30 June 2010 | ||
| Reviewed | Reviewed | ||
| Notes | R’000 | R’000 | |
| Revenue | 1 826 | 12 048 | |
| Recoveries – JCI | – | 783 549 | |
| – Other | – | 25 205 | |
| Profit on sale of prospecting rights | 7 | 9 963 | – |
| Profit on distribution of investments | 6 | 52 474 | – |
| Foreign exchange gains | 1 513 | – | |
| Other income | 8 | 10 353 | |
| Other operating expenses | (14 505) | (38 592) | |
| Profit from operating activities | 51 279 | 792 563 | |
| Finance income | 3 073 | 1 320 | |
| Profit before taxation | 54 352 | 793 883 | |
| Taxation | 954 | (1 052) | |
| Profit for the period | 55 306 | 792 831 | |
| Other comprehensive income | |||
| Change in fair value of available-for-sale investments | 6 | (9 537) | 11 618 |
| Realised gain reclassified to profit or loss | (52 474) | – | |
| Total comprehensive (loss)/income | (6 705) | 804 449 | |
| Profit attributable to: | |||
| Non-controlling interest | – | 628 | |
| Owners of the company | 55 306 | 792 203 | |
| Profit for the period | 55 306 | 792 831 | |
| Total comprehensive (loss)/income attributable to: | |||
| Non-controlling interest | – | 628 | |
| Owners of the company | (6 705) | 803 821 | |
| Total comprehensive (loss)/income | (6 705) | 804 449 | |
| Basic and diluted earnings per share (cents) | 8 | 77 | 1 103 |
| Dividend per share (cents) | 8 | – | 1 101 |
Condensed consolidated interim statement of financial position
| As at | |||
| 30 June 2011 |
31 December 2010 | ||
| Reviewed | Audited | ||
| Notes | R’000 | R’000 | |
| Assets | |||
| Non-current assets | 776 | 782 | |
| Plant and equipment | 302 | 308 | |
| Intangible assets | 474 | 474 | |
| Current assets | 220 586 | 568 291 | |
| Trade and other receivables | 2 481 | 2 649 | |
| Investments held for distribution | 6 | – | 273 845 |
| Cash and cash equivalents | 218 105 | 291 797 | |
| Total assets | 221 362 | 569 073 | |
| Equity and liabilities | |||
| Shareholders’ equity | 177 287 | 174 455 | |
| Issued capital | 748 | 748 | |
| Share premium | – | – | |
| Reserves | – | 62 011 | |
| Retained earnings | 176 539 | 111 696 | |
| Liabilities | |||
| Non-current liabilities | |||
| Post-retirement medical benefit obligation | 36 114 | 36 429 | |
| Current liabilities | 7 961 | 358 189 | |
| Tax liabilities | – | 11 220 | |
| Shareholders for dividend | – | 338 477 | |
| Trade and other payables | 7 961 | 8 492 | |
| Total equity and liabilities | 221 362 | 569 073 |
Condensed consolidated interim statement of changes in equity
| For the six months ended | |||
| 30 June 2011 | 30 June 2010 | ||
| Reviewed | Reviewed | ||
| Notes | R’000 | R’000 | |
| Share capital | |||
| Balance at the beginning and end of the period | 748 | 748 | |
| Share premium | – | 162 612 | |
| Balance at the beginning of the period | – | 986 054 | |
| Distribution dividend | – | (823 442) | |
| Investment fair value reserve | – | 23 755 | |
| Balance at the beginning of the period | 62 011 | 12 137 | |
| Change in fair value of available-for-sale investments | (9 537) | 11 618 | |
| Realised gain reclassified to profit or loss | (52 474) | – | |
| Retained earnings | 176 539 | 316 518 | |
| Balance at the beginning of the period | 111 696 | (514 787) | |
| Transaction with non-controlling shareholders | – | 6 079 | |
| Profit for the period | 55 306 | 792 203 | |
| Distribution dividend | – | 33 023 | |
| Remeasurement of shareholders for dividend | 6 | 9 537 | – |
| Non-controlling interest | – | 9 396 | |
| Balance at the beginning of the period | – | 250 378 | |
| Transaction with non-controlling shareholders | – | (168 034) | |
| Dividends paid to non-controlling shareholders | – | (73 576) | |
| Profit for the period | – | 628 | |
Condensed consolidated interim statement of cash flows
|
For the six months ended |
||
|
30 June 2011 |
30 June 2010 |
|
|
Reviewed |
Reviewed |
|
|
R’000 |
R’000 |
|
| Profit before taxation |
54 352 |
793 883 |
| Adjusted for: | ||
| Recoveries not settled in cash |
– |
(808 754) |
| Profit on distribution of investments |
(52 474) |
– |
| Profit from sale of prospecting rights |
(9 963) |
– |
| Other non-cash items |
(277) |
5 277 |
| Interest received |
(3 073) |
(1 320) |
| Dividends received |
(1 826) |
(12 048) |
| Working capital changes |
(178) |
38 727 |
| Cash flows from operations |
(13 439) |
15 765 |
| Interest received |
3 073 |
478 |
| Taxation paid |
(10 450) |
(329) |
| Cash flows from operating activities |
(20 816) |
15 914 |
| Cash flows from investing activities |
11 757 |
85 534 |
| Dividends received |
1 826 |
12 048 |
| Proceeds from disposal of recovered assets |
– |
27 344 |
| Proceeds on disposal of prospecting rights |
9 963 |
– |
| Acquisition of plant and equipment |
(39) |
(288) |
| Proceeds from disposal of plant and equipment |
7 |
– |
| Loan payments received |
– |
46 430 |
| Cash flow from financing activities |
(64 633) |
(73 576) |
| Dividends paid |
(64 633) |
– |
| Dividends paid to non-controlling shareholders |
– |
(73 576) |
| Net (decrease)/increase in cash and cash equivalents |
(73 692) |
27 872 |
| Cash and cash equivalents at the beginning of the period |
291 797 |
294 806 |
| Cash and cash equivalents at the end of the period |
218 105 |
322 678 |
Notes to the condensed consolidated interim financial statements for the six months ended 30 June 2011
1. Reporting entity
R&E is a company domiciled and incorporated in the Republic of South Africa. The condensed consolidated interim financial statements of the company for the six months ended 30 June 2011 include the company and its subsidiaries (together referred to as “the group”).
2. Statement of compliance
The condensed consolidated interim financial statements for the six months ended 30 June 2011 have been prepared in compliance with the Listings Requirements of the JSE Limited, International Financial Reporting Standards (IFRS) (in particular International Accounting Standard 34 Interim Financial Reporting) and the AC 500 Standards as issued by the Accounting Practices Board or its successor.
These condensed consolidated interim financial statements were approved by the board of directors on 2 August 2011.
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 on 1 January 2011:
| Revised IAS 24 | Related Party Disclosures |
| IFRIC 14 | Amendment: Prepayments of minimum funding requirements |
| Various improvements to IFRSs 2010 | Excluding amendments to IFRS 3 Business Combinations, IAS 27 Consolidated and Separate Financial Statements |
There was no significant impact on these condensed consolidated interim financial statements as a result of adopting these standards and interpretations.
4. Independent review by the auditor
The condensed consolidated interim financial statements of R&E were reviewed by KPMG Inc. The individual auditor assigned to perform the review is Mr CH Basson. The unmodified review report is available for inspection at the company’s registered office.
5. Segment reporting
The group operates in a single operating segment as an investment holding company with assets in the mining industry.
6. Distribution of 2 270 687 GFI shares and special cash dividend of 90 cents per R&E share
On 30 November 2010, R&E shareholders approved the distribution of R&E’s remaining listed investment in GFI (amounting to 3.16193 GFI shares per 100 R&E shares held), as well as a cash dividend of 90 cents per share. These distributions were effected on 17 January 2011. STC was paid on the portion of the distribution not made out of share premium.
As a result of this distribution, the investment fair value reserve at 17 January 2011 of R52.4 million was reclassified to profit or loss.
| R’000 | |
| Investment held for distribution – 1 January 2011 | 273 845 |
| Value of GFI shares at distribution date – 17 January 2011 | (264 308) |
| Decrease in fair value of investment held for distribution recognised in other comprehensive income | 9 537 |
| Investment fair value reserve – 1 January 2011 | (62 011) |
| Realised gain reclassified to profit or loss | 52 474 |
| R’000 | |
| Shareholders for dividend – 1 January 2011 | 338 477 |
| Remeasurement – 17 January 2011 | (9 537) |
| Distribution | 328 940 |
| GFI Shares | 264 307 |
| Cash | 64 633 |
7. Profit on sale of prospecting rights
During the period under review, R&E disposed of certain of its prospecting rights which had a nil carrying value to a third party for R10 million (refer to note 10).
8. Earnings per share and dividend per share
| For the six months ended | ||
| Basic earnings and diluted earnings per ordinary share | 30 June 2011 Reviewed | 30 June 2010 Reviewed |
| Basic and diluted earnings for the period (R’000) | 55 306 | 792 203 |
| Weighted average number of ordinary shares in issue | 71 813 235 | 71 813 128 |
| Earnings per share (cents) | 77 | 1 103 |
| Headline and diluted headline earnings per ordinary share | ||
| Headline and diluted headline (loss)/earnings for the period (R’000) | (7 131) | 805 717 |
| Weighted average number of ordinary shares in issue | 71 813 235 | 71 813 128 |
| Headline (loss)/earnings per share (cents) | (10) | 1 122 |
| Reconciliation between basic and headline earnings for the period | R’000 | R’000 |
| Profit for the period attributable to the equity holders of the company | 55 306 | 792 203 |
| Adjusted for: | ||
| Profit on distribution/disposal of investments held for distribution/available-for-sale investments | (52 474) | (2 139) |
| Profit on disposal of prospecting rights | (9 963) | – |
| Impairment of investment held for distribution | – | 15 653 |
| (7 131) | 805 717 | |
| Tax effect of adjustments | – | – |
| Portion attributable to non-controlling interest | – | – |
| Headline (loss)/earnings for the period attributable to equity holders of the company | (7 131) | 805 717 |
| Dividend per share | ||
| Total dividend declared (R’000) | – | 790 419 |
| Eligible shares in issue | 71 813 235 | 71 813 128 |
| Dividend per share (cents) | – | 1 101 |
| Total dividend payable from R&E’s share premium (R’000) | – | 823 442 |
| Dividend payable to group entities recognised in retained earnings (R’000) | – | (33 023) |
| Shareholders for dividend per statement of financial position (R’000) | – | 790 419 |
9. Net asset and tangible net asset value and per share
The net asset value per share is calculated using the following variables:
| 30 June 2011 Reviewed | 31 Dec 2010 Audited | |
| Net asset value (R’000) | 177 287 | 174 455 |
| Ordinary shares outstanding | 71 813 235 | 71 813 235 |
| Net asset value per share (cents) | 247 | 243 |
| Net tangible asset value per share (cents) | 246 | 242 |
The number of shares outstanding at 31 December 2010 and 30 June 2011 has been adjusted for the 3 million treasury shares held.
10. Material changes
There have been no material changes to the information contained in the independent mineral asset valuation reports that were disclosed to shareholders in the settlement circular, however, two prospecting rights over various farms (collectively known as the Jeanette Prospecting Right and Weltevreden Prospecting Right) were disposed of during the reporting period (refer to note 7).
11. Related party transactions
There were no related party transactions during the period under review.
12. Events after reporting date
There were no significant events between the reporting date and the approval date of these results.
Directors: DC Kovarsky (Chairman)**, M Steyn (CEO)*, V Botha*, MB Madumise**, JH Scholes** (*Executive, **Independent non-executive)
Secretary and Registered office: RP Pearcey FCIS, 7th Floor Fredman Towers, 13 Fredman Drive, Sandown, 2196
Transfer secretaries: Computershare Investor Services (Pty) Ltd (Registration number 2004/003647/07) 70 Marshall Street, Johannesburg, 2001
Sponsor: PSG Capital