FOR IMMEDIATE RELEASE
Capital Limited
("Capital", the "Group" or the "Company")
H1 2024 Results (Unaudited)
Capital Limited (LSE: CAPD), a leading mining services company, today provides its results (unaudited) for the half-year period 1 January to 30 June 2024 (the "Period").
| H1 2024 | H1 2023 | vs H1 2023 | |
Revenue ($ m) | 169.4 | 154.3 | 9.8% | |
EBITDA (Adjusted for IFRS 16 leases)1,2($ m) | 42.9 | 43.9 | -2.3% | |
Operating profit ($ m) | 25.0 | 28.4 | -12.0% | |
Operating profit (pre-exceptional items)4 ($ m) | 26.6 | 28.4 | -6.3% | |
Investment gain / (loss) ($ m) | (0.5) | 0.8 | N/A | |
Net Profit After Tax (NPAT) ($ m) | 9.6 | 17.6 | -45.5% | |
NPAT (Adjusted for investment gain/ (loss) and exceptional items)4 ($ m) | 11.8 | 16.8 | -29.8% | |
| | | | |
Earnings per share | | | | |
Basic EPS (cents) | 4.7 | 8.9 | -46.4% | |
Basic EPS (Adjusted for investment gain/ (loss) and exceptional items) (cents) | 5.8 | 8.4 | -30.9% | |
| | | | |
Interim Dividend per Share (cents) | 1.3 | 1.3 | - | |
| | | | |
Cash from Operations (Adjusted for IFRS 16 leases)2 ($ m) | 52.3 | 38.2 | 36.9% | |
Capex3 ($ m) | 44.3 | 36.2 | 22.4% | |
| | | | |
Net Debt1 ($ m) | 86.4 | 66.5 | 29.9% | |
Investments ($ m) | 47.8 | 42.1 | 13.5% | |
| | | | |
Margins and returns | | | | |
EBITDA Margin (Adjusted for IFRS 16 leases)1,2 | 25.3% | 28.5% | | |
Operating profit margin (pre-exceptional items)4 | 15.7% | 18.4% | | |
NPAT Margin (Adjusted for investment gain/ (loss) and exceptional items) | 7.0% | 10.9% | | |
*All amounts are in US dollars unless otherwise stated |
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| ||
(1) EBITDA and Net Debt are non-IFRS financial measures and should not be used in isolation or as a substitute for Capital Limited financial results presented in accordance with IFRS. Alternative performance measures are detailed on pages 34-37 of this results announcement. (2) Adjustment for the cash cost of the IFRS 16 leases which amounts to $6.0 million in H1 2024 (H1 2023: $3.5 million) (see page 17). (3) Capital expenditure (Capex) consists of purchases of PPE for cash, prepayments for PPE and assets purchased during the year and financed by OEM. (4) Exceptional items in this period include ERP implementation costs of $1.65 million in H1 2024 (H1 2023: nil). |
| |||
Commenting on the interim results, Peter Stokes, Chief Executive, said:
"Capital in 2024 is undergoing a number of structural transitions that we expect will set up the business for the next wave of growth. We are soon coming to the end of our waste mining contract at Sukari and, while at the end of 2020, this contract was the largest award in the Company's history, once it concludes we will emerge as a much larger business, a credit to the business development success across the rest of the Group.
In addition, we have de-risked the Company through a significantly improved client portfolio, a more diversified service offering and, more recently, a more diversified geographical footprint adding lower-risk jurisdictions, namely USA and Canada, across our drilling and laboratories businesses. This has been made possible by the longstanding relationships we have built over the years with some of the world's leading miners.
Nevertheless, the half has not been without challenges with the ramp-ups of some of our key growth areas, namely Nevada Gold Mines, USA (Barrick-Newmont JV), Belinga, Gabon (majority owned by Fortescue Metals Group) and MSALABS, behind what we would have liked to see, impacting our results today. Despite these delays, we are confident in our ability to deliver the returns that will justify the material investment we have made.
As we look into next year, we expect to maintain the lower end of our targeted 25-30% adjusted EBITDA margins. Successful delivery of these growth projects should drive higher margins at these sites offsetting the impacts from losing economies of scale at Sukari and the anticipated margin dilution from MSALABS as it becomes a larger proportion of the total Group (a business we have guided to target lower adjusted EBITDA margins of 15-20%, albeit alongside lower capital intensity).
We have equally been in a transitionary period from a balance sheet perspective. We were pleased to recently announce the sale of our shareholding in Predictive Discovery, the proceeds of which will be the first major step in reducing our debt levels. We have now also actively begun marketing the sale of the mining fleet at Sukari which will further reduce our debt exposure. This rapid de-gearing will reset the business both by reducing our current level of interest payments and giving the business greater flexibility to move quickly on new opportunities.
We are pleased to announce an interim dividend of 1.3 cents per share, a testament to our commitment to creating value for our shareholders through shareholder returns as well as growth in the broader business.
Financial Highlights
· H1 2024 revenue of $169.4 million, up 9.8% on H1 2023 ($154.3 million);
- Full-year revenue guidance remains $355 - $375 million.
· H1 2024 EBITDA (adjusted for IFRS16 leases and exceptional items) of $42.9 million, a decrease of 2.3% on H1 2023 ($43.9 million) with H1 2024 EBITDA Margin (adjusted for IFRS16 leases and exceptional items) of 25.3% (H1 2023: 28.5%):
- Capital is undergoing a number of transitions that we expect will set up the business for the next wave of growth, including an expansion into North America. We have seen challenges in H1 2024 with the ramp-ups at Nevada Gold Mines, Belinga and MSALABS being slower than expected adversely impacting the earnings for the Group;
- Nevertheless, we remain confident in delivering strong returns across this new business and expect to achieve our previously guided 25-30% adjusted EBITDA margins, albeit towards the lower end. This incorporates an improvement in returns across Nevada Gold Mines and Belinga while being cognisant that MSALABS will continue to grow into a more significant proportion of the business and while relatively capital light, is targeting our guided adjusted EBITDA range of 15-20%.
· H1 2024 Net Profit After Tax (NPAT) (adjusted for investment gain/ loss and exceptional items) of $11.8 million, a decrease of 29.8% on H1 2023 ($16.8 million). This was driven by:
- reduction in Group EBITDA margin from new business growth, as described above;
- higher interest costs (~$2 million increase YoY) from funding investment into new growth areas, particularly in the USA, and higher tax expense (~$1 million increase YoY).
· Exceptional cost of $1.65 million in H1 2024 ($nil in H1 2023 (with certain costs previously capitalised)) relates to the costs expensed in implementing an Enterprise Resource Planning (ERP) system which will provide the business with a strong backbone for continued growth. ERP costs will continue to be incurred until the end of 2025;
· H1 2024 Cash from Operations (adjusted for IFRS 16 leases) of $52.3 million a 36.9% increase on H1 2023 ($38.2 million) in part driven by a favourable working capital position at the end of the period, some of which will normalise in H2 2024;
· H1 2024 Capex of $44.3 million (H1 2023: $36.2 million) including prepayments and assets financed by OEM;
· In H1 2024 Capital completed a strategic investment in Eco Detection for $6.6 million acquiring a ~22% stake. As part of our strategic investment, Capital has also agreed an exclusive arrangement for the distribution of this technology to the mining industry;
· The value of the Group's direct investment portfolio increased to $47.8 million (including holding in Predictive Discovery) from $47.2 million at 31 December 2023 (30 June 2023: $42.1 million);
· Net debt at H1 2024 of $86.4 million increased 29.9% on H1 2023 ($66.5 million) predominantly in order to fund our material new contracts with Nevada Gold Mines across both drilling and laboratory services;
- Predictive Discovery Sale: On 14th August 2024, we announced an agreement to sell our Predictive Discovery holding to Perseus Mining for a total cash consideration of ~$31.2 million which will be used predominantly to reduce debt.
· Declared an interim dividend of 1.3 cents per share, to be paid on 3 October 2024 to shareholders registered on 30 August 2024.
Operational & Strategic Review
· Safety performance remains world-class with a Total Recordable Injury Frequency Rate ("TRIFR") of 1.1 per 1,000,000 hours worked in H1 2024 (H1 2023: 1.03).
Capital Drilling:
· H1 2024 average rig utilisation was 69%, a decrease of 8.0% on H1 2023 (75%). The decrease was primarily driven by lower utilisation in Q1 2024, which rebounded into Q2 2024 (72%) driven by increased rig counts at Belinga and the beginning of the ramp-up at Nevada Gold Mines. The Group's target average utilisation is ~75%;
· Total rig count increased to 127 by the end of H1 2024 (H1 2023: 125), with the ramp-up of the new Nevada Gold Mines drilling contract weighted to the second half. Further rigs were purchased in H1 2024 however will only contribute to total rig count once commissioned. We expect to add ~9 further rigs by the end of 2024;
· Average monthly revenue per operating rig ("ARPOR") was $204,000 in H1 2024, up 8.5% on H1 2023 ($188,000). This strengthening in ARPOR is primarily the result of the ramp-up of high-quality contracts, as well as a continued focus on efficiency at our more established sites.
· New contract win:
- An up to two-year diamond and reverse circulation drilling services contract with Perseus Mining at its new Nyanzaga Project in Tanzania.
· H1 2024 contract wins (previously announced):
- A one-year (with a one-year extension option) grade control drilling services contract with Barrick Gold at its Lumwana Mine in Zambia;
- A two-year extension of the exploration and delineation drilling contract with Predictive Discovery at its Bankan Gold Project in Guinea;
- An extension of open pit drilling services at Centamin's Sukari Gold Mine in Egypt for a further 5-years, starting from 1 January 2025;
- A two-year grade control drilling services contract with Perseus Mining at the Sissingué Gold Mine in Côte d'Ivoire; and
- Expanded rig count at Belinga in 2024 under our existing three-year reverse circulation and diamond drilling services contract.
| Q2 2024* | Q2 2023 | vs Q2 2023 | Q1 2024 | vs Q1 2024 | H1 2024* | H1 2023 | H1 2024* vs H1 2023 |
Closing fleet size | 127 | 125 | 1.6% | 124 | 2.4% | 127 | 125 | 1.6% |
Average Fleet | 127 | 124 | 2.4% | 123 | 3.3% | 125 | 124 | 2.4% |
Fleet utilisation (%) | 72 | 73 | -1.4% | 66 | 9.1% | 69 | 75 | -8.0% |
Average utilised rigs | 91 | 90 | 1.1% | 81 | 12.3% | 86 | 93 | -5.4% |
ARPOR1($) | 207,000 | 183,000 | 13.1% | 202,000 | 2.5% | 204,000 | 188,000 | 8.5% |
Surveying revenue | 1.3 | 0.9 | 44.4% | 0.9 | 44.4% | 2.2 | 2.0 | 10.0% |
Total Drilling and associated revenue2 ($m) | 60.1 | 52.6 | 14.3% | 52.2 | 15.1% | 112.3 | 110.0 | 2.1% |
*Unaudited numbers
1 Average revenue per month per operating rig
2Associated revenue refers to revenue generated from complementary services tied to our drilling operations
All amounts are in USD unless otherwise stated
Capital Mining:
· Sukari waste mining slight extension: Completed the 120Mt waste mining contract at the end of Q2 2024, 6 months ahead of the contract term at Sukari. As a result of this early completion, Centamin has opted to leverage our fleet further and allocated up to a further 10Mt of waste removal that we shall complete over Q3 2024.
- Capital is now actively marketing a sale of the Sukari mining fleet to occur after the contract at Sukari has been concluded.
· At Belinga, our contract mining fleet has been successfully mobilised to site. Activities in the first half were primarily focused on drill pad excavation and civils activity to support FMG's near-term focus on resource expansion.
MSALABS:
· In H1 2024, the business continued to focus on establishing widespread uptake of the PhotonAssayTM technology and, while the adoption cycle has been slower than expected, engagement with top-tier customers is very strong and underpins a strong long-term outlook;
· Revenues for the year will be weighted to the latter portion of the year, particularly driven by the ramp-up of our new major contract with Nevada Gold Mines. Despite a slower-than-expected start, construction of the new laboratories in Nevada has commenced with sample processing planned to begin in the second half of the year:
- MSALABS will deploy three PhotonAssayTM units in Nevada with fire assay and multi-element assaying capabilities to follow in 2025. The total contract with Nevada Gold Mines is anticipated to generate ~$140 million in revenue over the five-year term, making it the largest award of new business in the history of MSALABS;
· The three PhotonAssayTM units in Nevada marked the start of this broader partnership agreement with Barrick Gold, with the potential for a further ten PhotonAssayTM units deployed across multiple of Barrick's other operations. The fourth unit under this partnership was commissioned this quarter at the Kibali Gold Mine, DRC (the second unit on site);
· MSALABS possesses the largest international network of Chrysos PhotonAssayTM technology; and
· MSALABS's relationship with Chrysos remains strong with the total planned deployment of 21 units.
Capital Investments:
· Predictive Discovery Sale: On 14th August 2024, we announced an agreement to sell our Predictive Discovery holding to Perseus Mining for a total cash consideration of ~$31.2 million. Further details on the agreement with Perseus Mining are available in the separate announcement;
- Proceeds from the sale will be recycled back into the broader business, predominantly reducing Capital's debt levels.
· The total value of investments (listed and unlisted) was $47.8 million as at 30 June 2024, up from $47.2 million as at 31 December 2023;
- The portfolio recorded investment losses (realised and unrealised) of $0.5 million in H1 2024.
Capital Innovation: Strategic Investment in Eco-Detection
· Capital completed a $6.6 million strategic investment in Eco-Detection, acquiring a ~22% ownership stake in the company;
· Eco-Detection's Ion-Q platform is the world's first fully autonomous multiparameter laboratory-grade water analysis system. This continuously monitors water quality, transmitting proven laboratory-grade measurements in real-time directly from site, thereby eliminating the need for manual sampling;
· The cutting-edge technology holds significant growth potential across multiple sectors including the mining industry, by providing critical data for compliance and remediation reporting, monitoring down-hole water quality and delivering real-time contaminant alerts to improve response times to leaching from tailings dams and other storage facilities. Additionally, it can aid community relations through monitoring of the local environment and waterways;
- As part of our strategic investment, Capital has also agreed an exclusive arrangement for the distribution of this technology to the mining industry.
Outlook
· Revenue guidance for 2024 remains $355-$375 million;
· Capital expenditure guidance for 2024 remains $70-$80 million;
· Capital Drilling anticipates revenue growth in H2 2024, driven by the ramp-up of operations, particularly at Nevada Gold Mines, as well as the commencement of operations at Lumwana and Nyanzaga;
· Capital Mining will benefit from the contract extension at Sukari for up to an additional 10Mt throughout Q3 2024;
· MSALABS will continue its multi-year laboratory roll-out, with a particular emphasis on deploying Chrysos PhotonAssayTM units, further supported by our significant contract with Nevada Gold Mines. Guidance for MSALABS remains $50-$60 million for 2024, however, we see some risk to the downside should there be a delay to the ramp-up in H2 2024 of the Nevada Gold Mines contract; and
· Tendering activity remains robust across the Group with a number of opportunities progressing.
Capital Limited will be hosting a live webcast presentation at 09:00 BST on Thursday 15 August 2024, where questions can be submitted through the platform.
The webcast presentation link:
Participants may join the webcast approximately five minutes before the commencement time. A copy of the Company's presentation will be available on www.capdrill.com
- ENDS -
For further information, please visit Capital's website www.capdrill.com or contact:
Capital Limited investor@capdrill.com
Peter Stokes, Chief Executive Officer
Rick Robson, Chief Financial Officer
Conor Rowley, Corporate Development & Investor Relations
Tamesis Partners LLP +44 20 3882 2868
Charlie Bendon
Richard Greenfield
Stifel Nicolaus Europe Limited +44 20 7710 7600
Ashton Clanfield
Callum Stewart
Rory Blundell
Burson Buchanan +44 20 7466 5000
Bobby Morse capital@buchanan.uk.com
George Pope
About Capital Limited
Capital Limited is a leading mining services company that provides a complete range of drilling, mining, maintenance and geochemical laboratory solutions to customers within the global minerals industry. The Company's services include exploration, delineation and production drilling; load and haul services; maintenance; and geochemical analysis. The Group's corporate headquarters are in the United Kingdom and it has established operations in Canada, Côte d'Ivoire, Democratic Republic of Congo, Egypt, Gabon, Ghana, Guinea, Kenya, Mali, Mauritania, Pakistan, Saudi Arabia, Tanzania, United States of America and Zambia.
INDEPENDENT REVIEW REPORT TO CAPITAL LIMITED
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2024 is not prepared, in all material respects, in accordance with International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2024 which comprises the condensed consolidated statement of comprehensive income, condensed consolidated statement of financial position, condensed consolidated statement of changes in equity, condensed consolidated statement of cash flows, and notes to the condensed consolidated interim financial statements.
Basis for conclusion
We conducted our review in accordance with Revised International Standard on Review Engagements (UK) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" ("ISRE (UK) 2410 (Revised)"). A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with International Financial Reporting Standards. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting".
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410 (Revised), however future events or conditions may cause the group to cease to continue as a going concern.
Responsibilities of directors
The directors are responsible for preparing the half-yearly financial report in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report. Our conclusion, including our Conclusions Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.
Use of our report
Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
BDO LLP
Chartered Accountants
London, UK
14 August 2024
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
CAPITAL LIMITED | ||||||||||||
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | ||||||||||||
For the six months ended 30 June 2024 | ||||||||||||
| | | | | | | | Unaudited | ||||
| | | | | | | | Six months ended | ||||
| | | | | | Notes |
| 30 June 2024 |
| 30 June 2023 | ||
| | | US$'000 |
| US$'000 | |||||||
| | | | | | | | | | | ||
Revenue | 3 | | 169,434 | | 154,270 | |||||||
Cost of sales | | | (94,948) | | (83,316) | |||||||
Gross profit | | | 74,486 | | 70,954 | |||||||
Administration expenses | | | (27,252) | | (23,565) | |||||||
Depreciation, amortisation, and impairments | | | (22,255) | | (19,023) | |||||||
Operating profit | | | 24,979 | | 28,366 | |||||||
Interest income | | | 46 | | 17 | |||||||
Finance costs | | | (8,202) | | (5,814) | |||||||
Fair value (loss)/gain on financial assets | 17 | | (493) | | 844 | |||||||
Profit before taxation | | | 16,330 | | 23,413 | |||||||
Taxation | 4 | | (6,695) | | (5,810) | |||||||
Profit and total comprehensive income for the period |
|
| 9,635 |
| 17,603 | |||||||
| | | | | | |||||||
|
| | | | | |||||||
Profit attributable to: |
| | | | | |||||||
Owners of the parent |
| | 9,206 | | 16,943 | |||||||
Non-controlling interest | 11 | | 429 | | 660 | |||||||
|
| | 9,635 |
| 17,603 | |||||||
Earnings per share: |
| | | | | |||||||
| | | | | | |||||||
Basic (cents per share) | 5 | | 4.7 | | 8.9 | |||||||
Diluted (cents per share) | 5 | | 4.7 | | 8.8 | |||||||
CAPITAL LIMITED | ||||||||||
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION | ||||||||||
As at 30 June 2024 | ||||||||||
| | | | | | | | Unaudited |
| Audited |
| | | | | | Notes |
| 30 June 2024 |
| 31 December 2023 |
ASSETS | | | US$'000 |
| US$'000 | |||||
Non-current assets |
| | | | | |||||
Property, plant and equipment | 7 | | 229,023 | | 208,657 | |||||
Right-of-use assets | 8 | | 33,169 | | 29,684 | |||||
Goodwill | | | 1,296 | | 1,296 | |||||
Intangible assets | | | 699 | | 572 | |||||
Other receivables | 9 | | 12,082 | | 9,789 | |||||
Investment in associate | 18 | | 6,633 | | - | |||||
Total non-current assets |
| | 282,902 | | 249,998 | |||||
| | | | | | |||||
Current assets |
| | | | | |||||
Inventories | | | 61,134 | | 61,922 | |||||
Trade receivables | | | 48,695 | | 49,567 | |||||
Other receivables | 9 | | 33,261 | | 24,055 | |||||
Investments at fair value | 17 | | 47,780 | | 47,154 | |||||
Current tax receivable | | | 497 | | 686 | |||||
Cash and cash equivalents | | | 39,915 | | 34,366 | |||||
Total current assets |
| | 231,282 | | 217,750 | |||||
| | | | | | |||||
Total assets |
| | 514,184 |
| 467,748 | |||||
| | | | | | |||||
EQUITY AND LIABILITIES |
| | | | | |||||
Equity |
| | | | | |||||
Share capital | 10 | | 19 | | 19 | |||||
Share premium | 10 | | 64,719 | | 62,390 | |||||
Equity-settled employee benefits reserve | | | 4,199 | | 5,763 | |||||
Other reserve | | | 190 | | 190 | |||||
Retained income | | | 198,739 | | 195,515 | |||||
Equity attributable to owners of the parent | | | 267,866 | | 263,877 | |||||
Non-controlling interest | 11 | | 10,459 | | 9,270 | |||||
Total equity |
| | 278,325 |
| 273,147 | |||||
| | | | | | |||||
Non-current liabilities |
| | | | | |||||
Loans and borrowings | 12 | | 95,164 | | 75,521 | |||||
Lease liabilities | | | 22,380 | | 21,109 | |||||
Trade and other payables | | | 1,643 | | 2,057 | |||||
Deferred tax | | | 34 | | 34 | |||||
Total non-current liabilities |
| | 119,221 | | 98,721 | |||||
| | | | | | |||||
Current liabilities |
| | | | | |||||
Trade and other payables | | | 65,295 | | 50,685 | |||||
Provisions | | | 487 | | 487 | |||||
Current tax payable | | | 10,861 | | 9,315 | |||||
Loans and borrowings | 12 | | 29,623 | | 27,052 | |||||
Lease liabilities | | | 10,372 | | 8,341 | |||||
Total current liabilities |
| | 116,638 | | 95,880 | |||||
| | | | |
| |||||
Total equity and liabilities |
| | 514,184 |
| 467,748 |
CAPITAL LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 30 June 2024
|
Share capital |
Share premium |
Treasury share reserve |
Total share capital | Equity-settled employee benefits reserve |
Other reserve |
Total reserves |
Retained income |
Total attributable to equity holders of the Group |
Non-controlling interest |
Total equity |
| US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
Balance at 31 December 2022 - Audited | 19 | 62,390 | (2,475) | 59,934 | 4,469 | 190 | 4,659 | 168,726 | 233,319 | 5,573 | 238,892 |
Profit for the period | - | - | - | - | - | - | - | 16,943 | 16,943 | 660 | 17,603 |
Contributions by and distributions to owners | | | | | | | | | | | |
Issue of shares | - | - | 2,475 | 2,475 | (2,196) | - | (2,196) | (279) | - | - | - |
Recognition of share-based payments | - | - | - | - | 2,034 | - | 2,034 | - | 2,034 | - | 2,034 |
Adjustment arising from change in non-controlling interest | - | - | - | - | - | - | - | (1,964) | (1,964) | 1,889 | (75) |
Dividends | - | - | - | - | - | - | - | (5,101) | (5,101) | (19) | (5,120) |
Total transactions with owners | - | - | 2,475 | 2,475 | (162) | - | (162) | (7,344) | (5,031) | 1,870 | (3,161) |
Balance at 30 June 2023 (Unaudited) | 19 | 62,390 | - | 62,409 | 4,307 | 190 | 4,497 | 178,325 | 245,231 | 8,103 | 253,334 |
| | | | | | | | | | | |
Balance at 31 December 2023 - Audited | 19 | 62,390 | - | 62,409 | 5,763 | 190 | 5,953 | 195,515 | 263,877 | 9,270 | 273,147 |
Profit for the period | - | - | - | - | - | - | - | 9,206 | 9,206 | 429 | 9,635 |
Contributions by and distributions to owners | | | | | | | | | | | |
Issue of shares | - | 2,329 | - | 2,329 | (2,329) | - | (2,329) | - | - | - | - |
Recognition of share-based payments | - | - | - | - | 765 | - | 765 | - | 765 | - | 765 |
Adjustment arising from change in non-controlling interest | - | - | - | - | - | - | - | (880) | (880) | 792 | (88) |
Dividends | - | - | - | - | - | - | - | (5,102) | (5,102) | (32) | (5,134) |
Total transactions with owners | - | 2,329 | - | 2,329 | (1,564) | - | (1,564) | (5,982) | (5,217) | 760 | (4,457) |
Balance at 30 June 2024 (Unaudited) | 19 | 64,719 | - | 64,738 | 4,199 | 190 | 4,389 | 198,739 | 267,866 | 10,459 | 278,325 |
CAPITAL LIMITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS |
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For the six months ended 30 June 2024 |
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| | | | | | | | |
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| | | | | | | | Six months ended |
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| | | | | |
|
| Unaudited |
| Unaudited | |
| | | | | | Notes |
| 30 June 2024 |
| 30 June 2023 | |
| | | US$'000 |
| US$'000 | ||||||
| | |
|
|
| ||||||
Cash flow from operating activities |
| | | | | ||||||
| | | | | | ||||||
Cash generated from operations | 13 | | 58,279 | | 41,652 | ||||||
Interest income received | | | 46 | | 17 | ||||||
Finance costs paid | | | (6,071) | | (4,032) | ||||||
Interest paid on lease liabilities | 8 | | (1,456) | | (857) | ||||||
Tax paid | | | (4,960) | | (6,921) | ||||||
Net cash from operating activities |
|
| 45,838 |
| 29,859 | ||||||
| | | | | | ||||||
Cash flow from investing activities |
| | | | | ||||||
| | | | | | ||||||
Purchase of property, plant and equipment | 7 | | (15,963) | | (25,226) | ||||||
Proceeds from sale of property, plant and equipment | | | - | | 45 | ||||||
Purchase of intangible assets and cloud computing arrangements | | | (1,228) | | (426) | ||||||
Purchase of investments at fair value | 17 | | (5,404) | | (4,859) | ||||||
Purchase of investment in associate | 18 | | (6,633) | | - | ||||||
Proceeds on sale of investments at fair value | 17 | | 4,285 | | 2,356 | ||||||
Cash paid in advance for property, plant and equipment | | | (11,038) | | (4,341) | ||||||
Advance payments on leases | | | (970) | | (606) | ||||||
Net cash from investing activities |
|
| (36,951) |
| (33,057) | ||||||
|
| | | | | ||||||
Cash flow from financing activities |
| | | | | ||||||
| | | | | | ||||||
Repayment of loans and borrowings | 12 | | (12,463) | | (9,209) | ||||||
Proceeds from new loans and borrowings | 12 | | 20,000 | | 25,000 | ||||||
Arrangement fees paid - new financing | | | (342) | | (1,431) | ||||||
Dividends paid | 6 | | (5,134) | | (5,120) | ||||||
Repayment of principal on leases liabilities | 8 | | (4,560) | | (2,634) | ||||||
Proceeds from issuance of equity to non-controlling interests | | | - | | 1,193 | ||||||
Purchase of shares from non-controlling interests | | | (88) | | (1,268) | ||||||
Net cash from financing activities |
|
| (2,587) |
| 6,531 | ||||||
| | | | | | ||||||
Net increase in cash and cash equivalents |
|
| 6,300 |
| 3,333 | ||||||
| | | | | | ||||||
Cash and cash equivalents at the beginning of the period |
|
| 34,365 |
| 28,380 | ||||||
Effect of exchange rate movement on cash balances | | | (750) | | 346 | ||||||
Cash and cash equivalents at the end of the period |
| | 39,915 |
| 32,059 | ||||||
Advance payments on leases has been reclassified from financing activities to investing activities in current and prior period. The impact of this change was not material to the financial statements.
CAPITAL LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | |
For the six months ended 30 June 2024 | |
| |
1. | Basis of presentation and accounting policies |
| |
| Preparation of the condensed consolidated interim financial statements |
| The condensed consolidated interim financial statements of Capital Limited and Subsidiaries ("Capital" or, together, the "Group") as at and for the six months ended 30 June 2024 (the "Interim Financial Statements"), which are unaudited, have been prepared in accordance with International Accounting Standard ("IAS") No. 34, "Interim Financial Reporting". This condensed interim report does not include all the notes of the type normally included in an Annual Report. They should be read in conjunction with the annual consolidated financial statements and the notes thereto in the Group's Annual Report for the year ended 31 December 2023 which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The Interim Financial Statements have been reviewed in terms of International Standard on Review Engagements (ISRE) 2410.
The Group Annual Financial Statements are presented in United States Dollars, which is also the Group's functional currency. Amounts are rounded to the nearest thousand, unless otherwise stated. This is a change from the 30 June 2023 Financial Statements, and the comparatives have been updated to reflect the change in presentation. |
| |
| Accounting policies |
|
|
| The condensed consolidated interim financial statements have been prepared under the going concern basis under the historical cost convention, except for certain financial instruments which are measured at fair value.
|
| |
| All accounting policies, presentation and methods of computation which have been followed in these condensed consolidated financial statements were applied in the preparation of the Group's financial statements for the year ended 31 December 2023. New accounting policy during the period is summarised below: |
| |
| Land & buildings |
| Land and buildings are initially recorded at cost and subsequently measured using either the cost or revaluation model. Land is not depreciated as it has an indefinite useful life while buildings are depreciated on a straight-line basis over their estimated useful life. Impairment is assessed regularly, and any impairment loss is recognized. Gains or losses on disposal are recognized in profit or loss. |
| |
| The preparation of financial statements in conformity with IFRS recognition and measurement principles requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management reviews its estimates on an on-going basis using currently available information. Changes in facts and circumstances may result in revised estimates and actual results could differ from those estimates. |
| |
| Going concern |
|
|
| As at 30 June 2024, the Group had a robust balance sheet with a modest debt gearing with equity of US$278.3 million and loans and borrowings of US$124.8 million. Cash as at 30 June 2024 was US$39.9 million, with net debt of US$84.9 million. Investments in listed entities at the end of June 2024 amounted to US$45.4 million which provided additional flexibility as these investments could be converted into cash. |
| |
| This robustness is underpinned by stable revenues generated on long term contracts. Revenues generated on mine sites and longer-term contracts make up the majority of Group revenues. Revenues continued to perform strongly in H1 2024 with increased revenue of 10% compared to H1 2023. While margins have declined YoY, much of this is driven by the investment made across key growth areas (Nevada, Gabon & MSALABS), which is setting the foundation for the business to continue to grow in the years ahead. |
| |
| Commercially, the Group continues to secure and extend long term mining contracts with high quality customers, including the latest significant win for both drilling and laboratories services in the USA with Nevada Gold Mines. This contract with Nevada Gold Mines has only minorly contributed to Group revenue as at 30 June 2024. |
| |
CAPITAL LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONT'D) | |
For the six months ended 30 June 2024 | |
| |
1. | Basis of presentation and accounting policies |
|
|
| Going concern (cont'd) |
|
|
| In determining the going concern status of the business, the Board has reviewed the Group's forecasts for the 18 months to December 2025, including both forecast liquidity and covenant measurements. In the assessment, management took into consideration the principal risks of the business that are most relevant to the going concern assessment and reverse stressed the forecast model to identify the magnitude of sensitivity required to cause a breach in covenants or risk the going concern of the business, alongside the Group's capacity to mitigate. The most relevant sensitivity was considered to be a decrease in EBITDA through loss of contracts, with no redeployment of equipment. EBITDA would need to fall over 35% during the period of assessment for going concern to breach the covenant test. Given the strong market demand from existing high-quality clients and across a large tendering pipeline, the Group's increased service diversification and the limited contract expiries due during the year, management considers the risk of a deep demand reduction to be low. |
|
|
| Given the Group's exposure to high-quality mine site operations, we consider a decrease of such magnitude to be remote. Based on its assessment of the forecasts, principal risks and uncertainties and mitigating actions considered available to the Group (holding back dividends, sale of investments, capex deferment) in the event of downside scenarios, the Board confirms that it is satisfied the Group will be able to continue to operate and meet its liabilities as they fall due over the going concern period to December 2025. Accordingly, the Board has concluded that the going concern basis in the preparation of the Financial Statements is appropriate and that there are no material uncertainties that would cast doubt on that basis of preparation.
As disclosed in note 18, after this going concern review was conducted the Group sold certain investments on 14 August 2024 for proceeds of $31.2m. These proceeds will primarily be used to pay down Group borrowings. The net debt levels and interest service costs in the going concern forecasts and covenant reviews noted above will therefore be reduced further, providing significant additional cashflow and covenant headroom to that already noted above. |
|
|
2. | Operations in the interim period |
| |
| Capital is incorporated in Bermuda. The Group provides drilling services, mining (load and haul), mineral assaying and surveying services. The Group also has a portfolio of investments in listed and unlisted exploration and mining companies.
The Group's corporate headquarters are in the United Kingdom and it has established operations in Canada, Côte d'Ivoire, Democratic Republic of Congo, Egypt, Gabon, Ghana, Guinea, Kenya, Mali, Mauritania, Pakistan, Saudi Arabia, Tanzania, United States of America and Zambia.
|
2.1 | Use of estimates and judgements |
| |
| The preparation of both annual and interim financial statements usually requires the use of estimates and judgements. There has been no change in the Group's estimates and judgements since the year end. |
| | | | | | | | Six months ended | |||
3. | Revenue | | 30 June 2024 |
| 30 June 2023 | ||||||
| | | | | | | | US$'000 |
| US$'000 | |
| Revenue from the rendering of services comprises: | | | | | | |||||
| | | | | | | |||||
| Drilling and associated revenue | | | 110,142 | | 108,046 | |||||
| Revenue from Mining | | | 36,342 | | 27,153 | |||||
| MSALABS revenue | | | 20,772 | | 17,105 | |||||
| Revenue from Surveying | | | 2,178 | | 1,966 | |||||
| | | | | | | |||||
| | 169,434 | | 154,270 | |||||||
|
|
| ||||||||||||
|
|
| ||||||||||||
|
|
| ||||||||||||
CAPITAL LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONT'D) |
| |||||||||||||
For the six months ended 30 June 2024 |
| |||||||||||||
| | | | | | | |
|
|
|
| |||
4. | Taxation |
| | |||||||||||
|
|
| | |||||||||||
| Capital Limited is incorporated in Bermuda and tax resident in the United Kingdom and the Group operates in multiple countries jurisdictions with complex legal and tax regulatory environments. Taxation is calculated in accordance with local legislation and the prevailing tax rates.
The Group has taken income tax positions that management believes are supportable and are intended to withstand challenge by tax authorities. Some of these positions are inherently uncertain and include those relating to transfer pricing matters and the interpretation of income tax laws. The Group periodically reassesses its tax positions. Changes to the financial statement recognition, measurement, and disclosure of tax positions is based on management's best judgement given any changes in the facts, circumstances, information available and applicable tax laws. Considering all available information and the history of resolving income tax uncertainties, the Group believes that the ultimate resolution of such matters will not likely have a material effect on the Group's financial position, statements of operations or cash flows. | |||||||||||||
|
|
| | |||||||||||
5. | Earnings per share |
| | |||||||||||
| | | 30 June 2024 |
| 30 June 2023 | |||||||||
| Basic Earnings per share: | |
|
|
| |||||||||
| | | | | | |||||||||
| The profit and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows: | | | | | |||||||||
| | | | | | |||||||||
| Profit for the period used in the calculation of basic earnings per share (US$'000) | | 9,206 | | 16,943 | |||||||||
| | | | | | |||||||||
| Weighted average number of ordinary shares for the purposes of basic earnings per share | | 195,026,529 | | 191,185,152 | |||||||||
| | | | | | |||||||||
| Basic earnings per share (cents) | | 4.7 | | 8.9 | |||||||||
| | | | | | |||||||||
| Diluted earnings per share: | | 30 June 2024 | | 30 June 2023 | |
| | | | | | |
| The profit used in the calculations of all diluted earnings per share measures are the same as those used in the equivalent basic earnings per share measures, as outlined above. ($) | | 9,206 | | 16,943 | |
| | | | | | |
| Weighted average number of ordinary shares used in the calculation of basic earnings per share | | 195,026,529 | | 191,185,152 | |
| - Dilutive share options # | | 968,276 | | 2,271,535 | |
| Weighted average number of ordinary shares used in the calculation of diluted earnings per share | | 195,994,805 | | 193,456,687 | |
| | | | | | |
| Diluted earnings per share (cents) | | 4.7 | | 8.8 | |
| | | | | | |
| # For the purposes of calculating diluted earnings per share, 968,276 share options (2023: 2,271,535) were included based on being dilutive as the vesting metrics were met at the period end. |
| ||||
|
|
| ||||
6. | Dividends |
| ||||
|
|
| ||||
| During the six months ended 30 June 2024, a dividend of 2.6 cents per ordinary share was declared on 14 March 2024, totalling US$5,102,685 (six months ended 30 June 2023: 2.6 cents per ordinary share, totalling US$5,101,010) and paid on 15 May 2024. |
| ||||
CAPITAL LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONT'D) |
For the six months ended 30 June 2024 |
7. Property, plant and equipment |
| | | | | | | | | |
Cost |
Drilling rigs |
Heavy mining equipment | Associated Drilling & mining equipment |
Vehicles and trucks |
Camp and associated equipment |
Land & Buildings |
Computer software |
Leasehold improvements |
Total |
| US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
At 1 January 2023 | 139,370 | 71,444 | 31,399 | 37,786 | 18,169 | - | 38 | 1,654 | 299,860 |
Additions | 27,061 | 10,416 | 11,884 | 10,491 | 9,404 | - | 14 | - | 69,270 |
Disposal | (18,189) | - | (1,906) | (1,259) | (530) | - | - | - | (21,884) |
At 31 December 2023 | 148,242 | 81,860 | 41,377 | 47,018 | 27,043 | - | 52 | 1,654 | 347,246 |
Additions | 14,044 | 1,936 | 6,613 | 6,114 | 4,038 | 4,628 | 14 | - | 37,387 |
Disposal | (1,840) | - | (1,871) | (662) | (980) | - | - | - | (5,353) |
At 30 June 2024 | 160,446 | 83,796 | 46,119 | 52,470 | 30,101 | 4,628 | 66 | 1,654 | 379,280 |
| | | | | | | | | |
Accumulated Depreciation | | | | | | | | | |
| | | | | | | | | |
At 1 January 2023 | 79,788 | 16,776 | 6,743 | 15,696 | 8,088 | - | 13 | 97 | 127,201 |
Depreciation | 10,521 | 9,302 | 4,900 | 4,493 | 2,595 | - | 7 | - | 31,818 |
Impairment | - | - | - | 389 | 50 | - | - | - | 439 |
Disposal | (17,412) | - | (1,783) | (1,157) | (517) | - | - | - | (20,869) |
At 31 December 2023 | 72,897 | 26,078 | 9,860 | 19,421 | 10,216 | - | 20 | 97 | 138,589 |
Depreciation | 5,227 | 5,055 | 2,690 | 2,229 | 1,588 | 115 | 4 | - | 16,908 |
Disposal | (1,794) | - | (1,870) | (647) | (929) | - | - | - | (5,240) |
At 30 June 2024 | 76,330 | 31,133 | 10,680 | 21,003 | 10,875 | 115 | 24 | 97 | 150,257 |
| | | | | | | | | |
Carrying amount at: | | | | | | | | | |
| | | | | | | | | |
31 December 2023 | 75,345 | 55,782 | 31,517 | 27,597 | 16,827 | - | 32 | 1,557 | 208,657 |
|
|
|
|
|
|
|
|
|
|
30 June 2024 | 84,116 | 52,663 | 35,439 | 31,467 | 19,226 | 4,513 | 42 | 1,557 | 229,023 |
CAPITAL LIMITED Notes to the Condensed Consolidated Interim Financial Statements (cont'd) |
For the six months ended 30 June 2024 |
7. Property, plant and equipment (continued)
Bank borrowings are secured on the Group's drilling and mining fleet - see Note 12.
The Group's property plant and equipment includes assets not yet commissioned totalling US$41.9 million (2023: US$45.5 million). The assets will be depreciated once commissioned and available for use.
During the six months ended 30 June 2024, the Group acquired US$37.4 million worth of property, plant and equipment (HY 2023: US$39.4 million). Out of the US$37.4 million additions, US$10.7 million (2023: US$6.6 million) was acquired through supplier credit agreements, US$3.6 million through vendor financed mortgage and US$3.0 million of unpaid trade payables. Additions in the cash flow statements, US$ 16.0 million, consist of cash paid assets during the period.
The Group disposed of property, plant and equipment with a net carrying amount of US$0.1 million (2023: US$0.7 million) during the period. A loss of US$0.1 million (2023: US$0.3 million) was incurred on the disposal of property, plant and equipment.
At the end of each reporting period, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets may be impaired. As at 30 June 2024, there was no indication of impairment.
8. Leases (Group as lessee)
Details pertaining to leasing arrangements, where the Group is lessee are presented below:
| Land & Buildings | Machinery | Vehicles | Total |
Right of use assets | US$'000 | US$'000 | US$'000 | US$'000 |
At 1 January 2023 | 3,565 | 13,087 | - | 16,652 |
Additions | 1,298 | 9,787 | - | 11,085 |
Depreciation | (558) | (2,580) | - | (3,138) |
30 June 2023 | 4,305 | 20,294 | - | 24,599 |
| | | | |
At 31 December 2023 | 5,105 | 24,579 | - | 29,684 |
Additions | 227 | 8,072 | 532 | 8,831 |
Depreciation | (800) | (4,494) | (52) | (5,346) |
At 30 June 2024 | 4,532 | 28,157 | 480 | 33,169 |
| | | | |
| | | | |
Lease liabilities | | | | |
At 1 January 2023 | 3,396 | 12,871 | - | 16,267 |
Additions | 1,298 | 9,181 | - | 10,479 |
Interest expense | 136 | 721 | - | 857 |
Lease payments | (661) | (2,830) | - | (3,491) |
30 June 2023 | 4,169 | 19,943 | - | 24,112 |
| | | | |
At 31 December 2023 | 5,184 | 24,266 | - | 29,450 |
Additions | 227 | 7,103 | 532 | 7,862 |
Interest expense | 215 | 1,234 | 7 | 1,456 |
Lease payments | (925) | (5,035) | (56) | (6,016) |
At 30 June 2024 | 4,701 | 27,568 | 483 | 32,752 |
The weighted average incremental borrowing rate applied to lease liabilities during the period was 10% (2023: 10%).
CAPITAL LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONT'D) | |
For the six months ended 30 June 2024 | |
| |
| | | | | | | | As at | ||||
| | | | | | | | 30 June 2024 |
| 31 December 2023 | ||
| | | US$'000 |
| US$'000 | |||||||
|
|
| | | | |||||||
9. | Other receivables |
| | | | |||||||
| Prepayments |
| 8,150 | | 7,529 | |||||||
| Capitalised contract costs |
| 8,033 | | 3,783 | |||||||
| VAT recoverable |
| 8,808 | | 7,561 | |||||||
| Amounts due from non-controlling interest |
| 5,536 | | 5,536 | |||||||
| Accounts receivable - Sundry |
| 3,640 | | 4,025 | |||||||
| Prepayment for fixed assets |
| 11,038 | | 5,318 | |||||||
| Others |
| 138 | | 92 | |||||||
|
|
| 45,343 | | 33,844 | |||||||
|
|
| | | | |||||||
| Current |
| 33,261 | | 24,055 | |||||||
| Non-current |
| 12,082 | | 9,789 | |||||||
|
|
| 45,343 | | 33,844 | |||||||
|
|
| | | | |||||||
10. | Issued capital and share premium | | | | | |||||||
| Authorised capital | | | | | |||||||
| 2,000,000,000 (31 December 2023: 2,000,000,000) ordinary shares of 0.01 cents (31 December 2023: 0.01 cents) each | | 200,000 | | 200,000 | |||||||
| | | | | | |||||||
| Issued and fully paid: | | | | | |||||||
| 196,257,124 (31 December 2023: 193,696,920) ordinary shares of 0.01 cents (31 December 2023: 0.01 cents) each | |
19 | |
19 | |||||||
| | | | | | |||||||
| Share premium: | | | | | |||||||
| Balance at the beginning of the period | | 62,390 | | 62,390 | |||||||
| Issue of shares | | 2,329 | | - | |||||||
| Balance at the end of the period | | 64,719 | | 62,390 | |||||||
| | | | | | |||||||
| Fully paid ordinary shares which have a par value of 0.01 cents, carry one vote per share and carry rights to dividends.
| |||||||||||
11. | Non-controlling interest |
| | | | |
|
|
| | | | |
| Below is a summary of the movement in non-controlling interest during the period: | |||||
| | |||||
|
|
|
MSALABS Ltd | CMS (Tanzania) Ltd |
IACA Limited |
Total |
|
|
| US$'000 | US$'000 | US$'000 | US$'000 |
| Balance at 1 January 2024 |
| 3,292 | 5,988 | (10) | 9,270 |
|
|
| | | | |
| Profit/ (loss) attributable to NCI |
| (761) | 1,218 | (28) | 429 |
| Change in ownership: |
| | | | |
| - Equity raise |
| 822 | - | - | 822 |
| - Purchase of shares from NCI |
| (30) | - | - | (30) |
| Dividends paid |
| (32) | - | - | (32) |
| Balance at 30 June 2024 |
| 3,291 | 7,206 | (38) | 10,459 |
CAPITAL LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONT'D) |
For the six months ended 30 June 2024 |
11. | Non-controlling interest |
| | | | |
|
|
| | | | |
|
|
|
MSALABS Ltd | CMS (Tanzania) Ltd |
IACA Limited |
Total |
|
|
| US$'000 | US$'000 | US$'000 | US$'000 |
| Balance at 1 January 2023 |
| 2,688 | 2,891 | (7) | 5,572 |
|
|
| | | | |
| Profit/ (loss) attributable to NCI |
| (722) | 1,398 | (16) | 660 |
| Change in ownership: |
| | | | |
| - Equity raise |
| 365 | - | - | 365 |
| - Rights issue |
| 1,829 | - | - | 1,829 |
| - Purchase of shares from NCI |
| (486) | - | - | (486) |
| - Other |
| 182 | - | - | 182 |
| Dividends paid |
| (19) | - | - | (19) |
|
|
| | | | |
| Balance at 30 June 2023 |
| 3,837 | 4,289 | (23) | 8,103 |
12. | Loans and borrowings |
| | | |
| | | | | |
| Loans and borrowings consist of: | ||||
| | ||||
| (a) US$75 million revolving credit facility ("RCF") provided by Standard Bank (Mauritius) Limited and Nedbank Limited | ||||
| The Company entered into a revolving credit facility agreement on 28 March 2023 as borrower together with Standard Bank (Mauritius) Limited and Nedbank Limited (acting through its Nedbank Corporate and Investment banking division) as lenders and arrangers, with Nedbank acting as agent and security agent to borrow a revolving credit facility for an aggregate amount | ||||
| | ||||
| Under the terms of the RCF, the group is required to comply with certain financial covenants relating to: | ||||
| · Interest coverage | ||||
| · Gross debt to EBITDA ratio | ||||
| · Debt to equity ratio | ||||
| · Tangible net worth |
| In addition, CAPD (Mauritius) Limited is also required to comply with the Total Tangible Net Worth covenant. |
| |
| Security for the revolving credit facility comprise various pledges over the shares and claims of the Group's entities in Tanzania together with a debenture over the rigs in Tanzania and the assignment of material contracts and their collection accounts in each of Egypt, Tanzania and Mali. |
| |
| As at the reporting date and during the period under review, the Group has complied with all covenants attached to the loan facilities. |
| (b) US$40.5 million term loan provided by Macquarie Bank Limited (London Branch) | |
| On 15 September 2022, the Group refinanced the senior secured, asset backed term loan facility with Macquarie Bank Limited. The term of the loan is three years repayable in quarterly instalments with an interest rate on the facility of the prevailing three-month SOFR plus a margin of 6.5% per annum (payable quarterly in arrears). The loan is secured over certain assets owned by the Group and currently located in Egypt together with guarantees provided by Capital Limited, Capital Drilling Egypt LLC. The Group drew an additional US$8.0 million in 2023. As at 30 June 2024, the amount outstanding on the term loan was US$25.0 million (2023: US$26.6 million).
During the period under review, the Group has complied with all covenants attached to the term loan. | |
CAPITAL LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONT'D) | ||
For the six months ended 30 June 2024 | ||
| | |
12. | Loans and borrowings (cont'd) | |
| | |
| (c) Epiroc Financial Solutions AB credit agreements | |
| The Group has a number of credit agreements with Epiroc, drawn down against the purchase of rigs. The term of the agreements is four years repayable in 46 monthly instalments. The rate of interest on most of the agreements is three-month SOFR plus a margin of 4.8%, with a fixed rate of interest of the remaining agreements of 8.5% and 9.50%. As at 30 June 2024, the total drawn under these credit agreements was US$16.1 million (2023: US$15.8 million).
No covenants are attached to this facility. | |
| | |
| (d) US$8.5 million term loan facility with Sandvik Financial Services AB (PUBL) | |
| The Group has term loan facility agreement with Sandvik Financial Services AB (PUBL). The facility is for the purchase of equipment from Sandvik AB, available in not more than four tranches. Interest is payable quarterly in arrears at 5.45% per annum on the drawn amount. As at 30 June 2024 the balance outstanding was US$3.3 million (2023: US$5 million) and the facility is no longer available to be drawn. Additionally, the Group entered into a further US$10 million facility agreement on 23 October 2023.
No covenants are attached to this facility. | |
| |
|
| (e) US$5.0 million facility with Caterpillar Financial Services | ||||||||||
| The Group entered into a US$5 million facility agreement with Caterpillar Financial Services Corporation on 25 July 2023. The rate of interest on this agreement is three-month SOFR plus a margin of 5.25%. The term of the agreement is 2 years repayable in 8 quarterly instalments. All repayments can be subsequently redrawn. As at 30 June 2024, the balance outstanding was US$4.4 million.
During the period under review, the Group has complied with all covenants attached to the facility. | ||||||||||
| | | | | | | |
| |||
| (f) US$3.7m Mortgage with Byington Family Trust | ||||||||||
| The Group entered into US$3.7m mortgage with Byington Family Trust on 8 January 2024. The property in Elko serves as collateral for the mortgage. The rate of interest is fixed at 7.50% until maturity on 31 December 2034. As at 30 June 2024, the balance outstanding was US$3.6 million
No covenants are attached to this facility. | ||||||||||
| | | | | | | |
| |||
| | | | | | | | As at | |||
| | | | | | | | 30 June 2024 |
| 31 December 2023 | |
| | US$'000 |
| US$'000 | |||||||
| | |
| |
| ||||||
| Bank loans | | 92,034 | | 78,385 | ||||||
| Supplier credit facilities | | 30,637 | | 25,813 | ||||||
| Vendor financed mortgage | | 3,663 | | - | ||||||
| | | 126,334 | | 104,198 | ||||||
| Less: Unamortised debt arrangement costs | | (1,547) | | (1,625) | ||||||
| Total loans and borrowings | | 124,787 | | 102,573 | ||||||
| | | | | | ||||||
| Current | | 29,623 | | 27,052 | ||||||
| Non-current | | 95,164 | | 75,521 | ||||||
| Total loans and borrowings | | 124,787 | | 102,573 | ||||||
| | | | | | ||||||
| At the reporting date, the Group's loans and borrowings total US$126.3 million (2023: US$104.2 million), offset by unamortised debt costs of US$1.5 million (2023: US$1.6m). US$0.9 million (2023:US$ 0.8m) of the debt costs have been classified as current and US$0.7 million (2023:US$ 0.8m) as non-current. | ||||||||||
| | | | | | ||||||
CAPITAL LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONT'D) |
| |||||||||||
For the six months ended 30 June 2024 |
| |||||||||||
|
| |||||||||||
13. | Note supporting the Statement of Cash Flows |
| ||||||||||
|
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|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
| Six months ended |
| |||
13.1 | Cash generated from operations |
| 30 June 2024 | | 30 June 2023 |
| ||||||
|
|
| US$'000 | | US$'000 |
| ||||||
|
|
|
| |
|
| ||||||
| Profit before taxation | | 16,330 | | 23,413 |
| ||||||
| Adjusted for: | | | | |
| ||||||
| - Depreciation, amortisation and impairments | 16,909 | | 15,895 |
| |||||||
| - ERP Costs written off | 676 | | - |
| |||||||
| - Loss on disposals | 113 | | 694 |
| |||||||
| - Fair value loss/(gain) on financial assets | 493 | | (843) |
| |||||||
| - Share-based payment | 765 | | 2,034 |
| |||||||
| - Interest income | (46) | | (17) |
| |||||||
| - Finance costs | 8,202 | | 5,814 |
| |||||||
| - Depreciation of right-of-use assets | 5,346 | | 3,138 |
| |||||||
| - Unrealised foreign exchange loss / (gain) on foreign cash held | 1,128 | | (346) |
| |||||||
| - Other non-cash items | 481 | | 638 |
| |||||||
| - (Decrease)/Increase in expected credit loss provision | (6) | | 1,454 |
| |||||||
| - Bad debts written off | 385 | | 218 |
| |||||||
| - Release of provisions | - | | (721) |
| |||||||
| Operating profit before working capital changes | | 50,776 | | 51,371 |
| ||||||
| | | | | |
| ||||||
| Adjustments for working capital changes: | | | | |
| ||||||
| - Decrease / (increase) in inventory | | 306 | | (4,898) |
| ||||||
| - Increase in trade and other receivables | | (5,274) | | (11,362) |
| ||||||
| - Increase in trade and other payables | | 12,471 | | 7,970 |
| ||||||
| - Decrease in provisions | | - | | (1,429) |
| ||||||
| | | 58,279 | | 41,652 |
| ||||||
| | | | | |
| ||||||
| | |||||||||||
13.2 | Reconciliation of borrowings and leases | | | |
| | | | |
| | Loans & borrowings | Lease liabilities | Total |
| | US$'000 | US$'000 | US$'000 |
| At 1 January 2024 | 104,198 | 29,450 | 133,648 |
| Cash flows: | | | |
| - Drawdowns | 20,000 | - | 20,000 |
| - Interest paid | (5,577) | (1,456) | (7,033) |
| - Principal repayments | (12,463) | (4,560) | (17,023) |
| | | | |
| Non-cash flows: | | | |
| - supplier credit facility received | 10,665 | - | 10,665 |
| - Vendor financed mortgage | 3,680 | - | 3,680 |
| - Interest expensed during the period | 5,830 | 1,456 | 7,286 |
| - Unamortised debt arrangement costs | (1,546) | - | (1,546) |
| - Additions to leases | - | 7,862 | 7,862 |
| At 30 June 2024 | 124,787 | 32,752 | 157,539 |
CAPITAL LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONT'D) |
For the six months ended 30 June 2024 |
13. | Note supporting the Statement of Cash Flows (continued) | | | |
13.2 | Reconciliation of borrowings and leases (Cont'd) | | | |
| | | | |
| | Loans & borrowings | Lease liabilities | Total |
|
| US$'000 | US$'000 | US$'000 |
| At 1 January 2023 | 75,619 | 16,267 | 91,886 |
| | | | |
| Cash flows | | | |
| - Drawdowns | 25,000 | - | 25,000 |
| - Interest paid | (3,741) | (857) | (4,598) |
| - Principal repayments | (9,210) | (2,634) | (11,844) |
| | | | |
| Non-cash flows | | | |
| - supplier credit facility received | 6,613 | - | 6,613 |
| - Interest expensed during the period | 4,250 | 857 | 5,107 |
| - Unamortised debt arrangement costs | (1,732) | - | (1,732) |
| - Additions to leases | - | 10,479 | 10,479 |
| At 30 June 2023 | 96,799 | 24,112 | 120,911 |
| |
14. | Segmental analysis |
| Operating segments are identified on the basis of internal management reports regarding components of the Group. These are regularly reviewed by the board in order to allocate resources to the segments and to assess their performance. Operating segments are identified based on the regions of operations. For the purposes of the segmental report, the information on the operating segments have been aggregated into the principal regions of operations of the Group. The Group's reportable segments under IFRS 8 are therefore: | |
| - Africa: | Derives revenue from the provision of drilling services, mining services, surveying, IT support services and mineral assaying. |
| - Rest of world: | Derives revenue from the provision of drilling services, surveying, IT support services and mineral assaying. The segment relates to jurisdictions which contribute a relatively small amount of external revenue to the Group. These include Saudi Arabia and Canada. |
| | |
| Information regarding the Group's operating segments is reported below. At 30 June 2024, management reviewed the composition of the Group's operating segments and the allocations of operations to the reportable segments. | |
| |
CAPITAL LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONT'D) | ||||||
For the six months ended 30 June 2024 | ||||||
| | |||||
14. | Segmental analysis | |||||
| | |||||
| Segment revenue and results: | |||||
| The following is an analysis of the Group's revenue and results by reportable segment: | |||||
| For the six months ended 30 June 2024 | Africa |
| Rest of World |
| Consolidated |
| | US$'000 |
| US$'000 |
| US$'000 |
| External revenue | 148,870 | | 20,564 | | 169,434 |
| | | | | | |
| Segment profit / (loss) | 52,939 | | (10,617) | | 42,322 |
| | | | | | |
| Central administration costs and depreciation | | | | | (17,343) |
| Profit from operations | | | | | 24,979 |
| Fair value gain on financial assets | | | | | (493) |
| Interest income | | | | | 46 |
| Finance costs | | | | | (8,202) |
| Profit before tax | | | | | 16,330 |
| For the six months ended 30 June 2023 | Africa |
| Rest of World |
| Consolidated |
| |||||||
| | US$'000 |
| US$'000 |
| US$'000 |
| |||||||
| External revenue | 142,776 | | 11,494 | | 154,270 |
| |||||||
| | | | | | |
| |||||||
| Segment profit / (loss) | 54,494 | | (9,725) | | 44,769 |
| |||||||
| | | | | | |
| |||||||
| Central administration costs and depreciation | | | | | (16,403) |
| |||||||
| Profit from operations | | | | | 28,366 |
| |||||||
| Fair value gain on financial assets | | | | | 844 |
| |||||||
| Interest income | | | | | 17 |
| |||||||
| Finance costs | | | | | (5,814) |
| |||||||
| Profit before tax | | | | | 23,414 |
| |||||||
| | | | | | |
| |||||||
| The accounting policies of the reportable segments are the same as the Group's accounting policies described in note 1. Segment profit/(loss) represents the profit/(loss) earned by each segment without allocation of central administration costs, depreciation, interest income, share of losses from associate, finance charges and income tax. This is the measure reported to the board for the purpose of resource allocation and assessment of segment performance. |
| ||||||||||||
| |
| ||||||||||||
| The following customers from the Africa segment contributed 10% or more to the Group's revenue: | |||||||||||||
| | | | | | | | 30 June 2024 |
| 30 June 2023 | ||||
|
| | | | | | | % |
| % | ||||
|
| | | | | | | | | | ||||
| | Customer A | | | | | | 31% | | 35% | ||||
| | Customer B | | | | | | 15% | | 17% | ||||
CAPITAL LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONT'D) | |
For the six months ended 30 June 2024 | |
| |
14. | Segmental analysis (continued) |
|
| | | | | | | As at | ||
| | | | | | | | 30 June 2024 |
| 31 December 2023 |
| | | US$'000 |
| US$'000 | |||||
| Segment assets: | | | | ||||||
| Africa | 618,523 | | 567,699 | ||||||
| Rest of world | 255,502 | | 92,454 | ||||||
| Total segment assets | 874,025 | | 660,153 | ||||||
| Head office companies | 364,956 | | 338,507 | ||||||
| | 1,238,981 | | 998,660 | ||||||
| Eliminations * | (724,797) | | (530,912) | ||||||
| Total assets | 514,184 | | 467,748 | ||||||
| | | | | ||||||
| Segment liabilities: | | | | ||||||
| Africa | 259,612 | | 257,526 | ||||||
| Rest of world | 112,701 | | 61,173 | ||||||
| Total segment liabilities | 372,313 | | 318,699 | ||||||
| Head office companies | 394,036 | | 373,103 | ||||||
| | 766,349 | | 691,802 | ||||||
| Eliminations * | (530,491) | | (497,201) | ||||||
| Total liabilities | 235,858 | | 194,601 |
|
| |||||||||||
| | For the purposes of monitoring segment performance and allocating resources between segments the board monitors the tangible, intangible and financial assets attributable to each segment. All assets are allocated to reportable segments with the exception of property, plant and equipment used by the head office companies, certain amounts included in other receivables, and cash and cash equivalents held by the head office companies. | ||||||||||
| | | | | | | | | | | | |
| | * Eliminations include intra-group accounts receivable, intra-group accounts payable and intra-group investments. | ||||||||||
| | | ||||||||||
| | Other segment information: | ||||||||||
| | | Six months ended | |||||||||
| | Non-Cash items included in profit or loss: | 30 June 2024 | | 30 June 2023 | |||||||
| | | US$'000 | | US$'000 | |||||||
| | Depreciation | | | | |||||||
| | Africa | 19,118 | | 17,581 | |||||||
| | Rest of world | 2,912 | | 1,188 | |||||||
| | Total segment depreciation | 22,030 | | 18,769 | |||||||
| | Head office companies | 225 | | 253 | |||||||
| | | | |
| | | | 22,255 | | 19,022 | |
| |
Loss on disposal of property, plant and equipment |
| | | |||||||
| | Africa | 100 | | 687 | |||||||
| | Rest of world | - | | - | |||||||
| | Total segment loss on disposal | 100 | | 687 | |||||||
| | Head office companies | 13 | | 7 | |||||||
| |
| 113 | | 694 | |||||||
| |
| | | | |||||||
CAPITAL LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONT'D) | |
For the six months ended 30 June 2024 | |
| |
14. | Segmental analysis (continued) |
| |
| Six months ended | ||
| |
| 30 June 2024 | | 30 June 2023 |
| |
| US$'000 | | US$'000 |
| Impairment on Inventory |
| | | |
| Africa | | | | |
| Stock Provision | 472 | | (689) | |
| Stock Write Offs | 24 | | 317 | |
| | 496 | | (372) | |
| Rest of world | | | | |
| Stock Provision | 10 | | 5 | |
| Stock Write Offs | (1) | | - | |
| | 9 | | 5 | |
| Total segment impairment | 505 | | (367) | |
| Head office companies | - | | 826 | |
| 505 | | 459 | ||
| | | | | |
| | | |
| ||
15. | Commitments | As at |
| |||
| | 30 June 2024 | | 30 June 2023 |
| |
| The Group has the following capital commitments at 30 June: | US$'000 | | US$'000 | ||
| | | | | ||
| Committed capital expenditure | 26,482 | | 25,192 |
| |
| | | | |
| |
| | | | |
| |
16. | Contingencies |
|
|
| As a result of the multiple jurisdictions in which the Group operates, there are a number of ongoing tax audits. In the opinion of Management, with the exception of the matters identified below, none of these ongoing audits represent a reasonable possibility of a material settlement and as such, no contingent liability disclosure is required. |
| |
| |
| |
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| |
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| |
| |
| |
| |
CAPITAL LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONT'D) |
For the six months ended 30 June 2024 |
| | ||||||||||
17. | Financial instruments | ||||||||||
|
| ||||||||||
(a) | Fair value hierarchy | ||||||||||
| | ||||||||||
| Financial instruments that are measured in the consolidated statement of financial position or disclosed at fair value require disclosure of fair value measurements by level based on the following fair value measurement hierarchy: | ||||||||||
| | | |||||||||
| | Level 1: | quoted prices (unadjusted) in active markets for identical assets or liabilities; |
| |||||||
| | Level 2: | inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and |
| |||||||
| | Level 3: | inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). |
| |||||||
| | | As at | ||||||||
| | | 30 June 2024 |
| 31 December 2023 | ||||||
| | | US$'000 | | US$'000 | ||||||
| Level 1 - Listed shares | | 45,379 | | 44,756 | ||||||
| Level 3 - Unlisted shares and derivative financial assets | | 2,401 | | 2,398 | ||||||
| | | 47,780 | | 47,154 | ||||||
| | ||||||||||
| | ||||||||||
| The reconciliation of the investment valuations from 1 January 2024 to 30 June 2024 is as follows: | ||||||||||
| | ||||||||||
| | Level 1 |
| Level 3 |
| Total | |||||
| | US$'000 |
| US$'000 |
| US$'000 | |||||
| At 1 January 2024 | 44,756 | | 2,398 | | 47,154 | |||||
| Additions | 5,404 | | - | | 5,404 | |||||
| Disposal | (4,894) | | - | | (4,894) | |||||
| Fair value gain/(loss) | 113 | | 3 | | 116 | |||||
| At 30 June 2024 | 45,379 | | 2,401 | | 47,780 | |||||
| |||||
| Level 1 |
| Level 3 |
| Total |
| US$'000 |
| US$'000 |
| US$'000 |
At 1 January 2023 | 30,435 | | 8,292 | | 38,727 |
Additions | 7,238 | | 2,020 | | 9,258 |
Disposal | (3,313) | | (1,083) | | (4,396) |
Fair value (loss)/gain | 3,512 | | 53 | | 3,565 |
Transfer from level 3 | 6,884 | | (6,884) | | - |
At 31 December 2023 | 44,756 | | 2,398 | | 47,154 |
CAPITAL LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONT'D) | |
For the six months ended 30 June 2024 | |
| |
17. | Financial instruments (Continued) |
| |
(b) | Fair value information |
|
|
| Level 1 shares |
| |
| Market approach - Listed share price. |
|
|
| The Company's interests in various listed shares are valued at the 30 June 2024 closing prices. No secondary valuation methodologies have been considered as all the Company's investments are listed on active markets. |
|
|
| Level 3 shares |
|
|
| The Group's investments held at Level 3 are valued either on a net asset approach or cost approach. |
|
|
| Net asset approach |
|
|
| Management applied a net asset valuation methodology at 30 June 2024 for certain unlisted investments based on the Group's share ownership percentage of the unlisted company's net asset value. The unlisted company publishes some of its significant net asset value information and management then derives the investment at fair value attributable to the Group. |
|
|
| Cost approach |
|
|
| Management holds all other unlisted investments at cost where this represents the best estimate of fair value. |
|
|
(c) | Fair values of other financial instruments |
|
|
| Level 3 derivative financial assets |
| |
| The Group's derivative financial assets consist of call options to acquire additional shares in a non-listed entity. The financial assets have been valued using the Black Scholes option pricing model by comparing the key assumptions in the model to a peer group. |
| |
18. | Investment in associate
In H1 the Group completed a US$6.6 million strategic investment in Eco Detection Pty Ltd ("ECO"), acquiring a 22% ownership stake in the company. ECO is incorporated in Australia and produces analysis systems for monitoring water quality. Due to the percentage owned by the Group being greater than 20%, this investment has been accounted for in accordance with IAS 28, as an investment in associate rather than as an investment at fair value. |
| |
19. | Events post the reporting date
On 14 August 2024 the Group announced the sale of its entire shareholding in Predictive Discovery Limited ("PDI") (being 225,349,418 shares ("Sale Shares")) to Perseus Mining Limited ("Perseus") for total cash consideration of AU$ 47.3 million (A$ 0.21 per Sale Share), equivalent to US$ 31.2 million.
The agreement with Perseus includes a profit share arrangement whereby Capital and Perseus have agreed to share (on a 50/50 basis) the profit, if any, derived by Perseus from a subsequent sale by Perseus of the Sale Shares to any third party that occurs on or prior to 31 December 2025.
In addition, should Perseus make a takeover offer for PDI on or prior to 31 December 2025 at a price of greater than A$0.21 per ordinary share in PDI, then Capital will have a call option to acquire back from Perseus the Sale Shares for the original sale price, subject to Capital's commitment to accept the takeover offer for PDI in respect of such Sale Shares.
|
CAPITAL LIMITED STATEMENT OF DIRECTORS' RESPONSIBILITY | |||||||||||||||
For the six months ended 30 June 2024 | |||||||||||||||
| | | |||||||||||||
| The directors are responsible for the maintenance of adequate accounting records and the preparation and integrity of the condensed consolidated interim financial statements and related information.
The directors are also responsible for the Group's systems of internal financial control. These are designed to provide reasonable, but not absolute, assurance as to the reliability of the financial statements, and to adequately safeguard, verify and maintain accountability for the Group's assets, and to prevent and detect misstatement and loss. Nothing has come to the attention of the directors to indicate that any material breakdown in the functioning of these controls, procedures and systems has occurred during the six months under review. | ||||||||||||||
| | | | | | | |||||||||
| We confirm that to the best of our knowledge: | ||||||||||||||
| | ||||||||||||||
| a) | the condensed set of consolidated interim financial statements, which has been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Boards gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Group as required by FCA's Disclosure and Transparency Rules DTR4.2.4R; | |||||||||||||
| b) | the interim management report includes a fair review of the information required by DTR4.2.7R and DTR4.2.8R; and | |||||||||||||
| c) | there have been no significant individual related party transactions during the first six months of the financial year and nor have there been any significant changes in the Group's related party relationships from those reported in the Group's annual financial statement for the year ended 31 December 2023. | |||||||||||||
|
The condensed consolidated interim financial statements have been prepared on the going concern basis since the directors believe that the Group has adequate resources in place to continue in operation for the foreseeable future.
The condensed consolidated interim financial statements were approved by the board of directors on 14 August 2024. | ||||||||||||||
| | | | ||||||||||||
| ON BEHALF OF THE DIRECTORS | ||||||||||||||
| | | | ||||||||||||
| | | | ||||||||||||
| | | | ||||||||||||
| | | | | |||||||||||
| Jamie Boyton | | | | | | | | |||||||
| Chairman of the Board of Directors | | | | | | | | |||||||
| | | | ||||||||||||
| | | | | |||||||||||
| | | | | |||||||||||
| | | | | |||||||||||
| Peter Stokes | | | | | | | | |||||||
| Chief Executive Officer | | | | | | | | |||||||
CAPITAL LIMITED
Principal and Emerging Risks and Uncertainties
Risk is inherent in our business and can manifest in many forms. Capital is committed to effective risk management to best achieve its business objectives.
The identification, management and reporting of risk uses formal risk management processes to improve decision-making and minimise the impact of an event occurring that may influence our corporate strategy, as well as operational and project activities.
By understanding and managing risk, we believe we provide greater certainty and confidence for our shareholders, employees, customers, suppliers, and for the communities in which we operate.
Our risk management approach includes:
· Establishing a standard approach to the management of risk and to the acceptable levels of risk throughout the business.
· Establishing a consistent process and methodology for identifying, assessing, and ranking risks in conducting our business activities.
· Ensuring compliance with applicable laws, regulations and governance standards in all areas of our operations.
· Regularly monitoring our major areas of risk exposure and setting requirements for our personnel to proactively identify risk.
· Responsibility and accountability for risk management is allocated at all levels of the organisation, from frontline employees up to the Board level.
Our top ranked risks are listed below and are those risks that are assessed as having a residual risk rating of high or above within Capital's ERM Framework.
Area | Description | Mitigation |
General reduction in levels of activity across the mining industry | The Group is highly dependent on the levels of mineral exploration, development and production activity within the markets in which it operates. A reduction in these activities, or in the budgeted expenditure of mining and mineral exploration companies, will cause a decline in the demand for mining services. | The Group is seeking to balance this risk by building a portfolio of long-term mine-site contracts, expanding its services offering into mine-site based activities such as load and haul mining, and also expanding both its client base and geographic reach. The Group's operations are generally focused on mine sites, with limited exposure to exploration-only activities which can be more volatile. Capital has strong existing relationships with our clients at both executive and operational levels which helps ensure that the Group is aware of and prepared for potential changes and well placed to identify new opportunities as they arise with our key business partners. The Group's strategic focus is on blue-chip, high-quality clients with long term project commitments that are inherently less susceptible to industry fluctuations. |
CAPITAL LIMITED
Principal and Emerging Risks and Uncertainties (continued)
Area | Description | Mitigation |
Enterprise Resource Planning (ERP) system failure | The Group's existing ERP system is monitored and supported by internal technical staff as it is no longer maintained by the publisher, SAGE. The system requires regular downtime for routine maintenance during which time the system is unavailable to support the business. | Capital's staff are experienced in maintaining the current ERP which minimises system downtime. The implementation of a new, modern ERP system, Microsoft Dynamics, is well progressed and expected to begin to replace the existing system during 2024. |
Risk to cash repatriation | Restrictive currency controls in certain | The Group maintains multiple bank The Group maintains strong relations |
Risk of key contract | Some contracts can be terminated for convenience by the client without penalty. | Key contracts include agreed notice
Contract renewal negotiations are Strong client relationships help the Group to better understand the needs of our clients and partner with them to continue to meet their current and future needs.
|
Decline in mine-site | A significant proportion of the Group's | The producing mines which account for
Many contracts include fixed fee elements which help mitigate the revenue impact of short-term reductions in activity levels.
The Group focuses on ensuring operational excellence and seeks continuous improvement to increase our overall value proposition as a strategic partner for our clients.
|
CAPITAL LIMITED
Principal and Emerging Risks and Uncertainties (continued)
Area | Description | Mitigation |
Deterioration in health | The Group's operations are subject to | Health and Safety is an absolute priority Overseen by the Board, the HSSE Committee, the CEO and senior management team provide strategic leadership in this area and lead a programme of open and honest communication with employees at all levels and in all areas of the business. Some of the Group's safety initiatives, including those around training and monitoring as well as the innovative Safety Risk Leadership Walk, are detailed on our website and have contributed to safety milestones such as 15 years LTI free at our Mwanza facility. |
Over exposure to one commodity sector | Gold is an important commodity that contributes significantly to the Group's order book and tender pipeline. Price and demand fluctuations in this single commodity could have a material impact on Capital's financial performance | The Group seeks to secure long term The Group's exposure to other commodities has increased in recent years and Capital continues to actively seek opportunities with a focus on transition materials (e.g. the Reko Diq copper/gold project). |
CAPITAL LIMITED
Principal and Emerging Risks and Uncertainties (continued)
Area | Description | Mitigation |
Reduction in value of equity investment | Through Capital Investments, the Group holds investments in a portfolio of both publicly traded and private companies. The accounting value of these investments is marked to market at each reporting date and the fair value adjustment is accordingly recorded in the profit and loss account as an unrealised gain or loss. The value of the investments will change and could materially alter both the Group's reported net assets and net profit position. | By diversifying its holding into a portfolio of investments in various companies, the Group aims to mitigate the risk from a significant devaluation of a single investment holding. Following the listing of Allied Gold Corporation during 2023, the Group's investment in private companies is considered immaterial. The portfolio is subject to a robust governance structure, with the Group's Investment Committee being required to include at least one Independent Non-Executive Director. The committee actively monitors existing investments for performance and ongoing strategic alignment. New investments are required to satisfy a number of criteria. In the event the fair value of investments gives rise to an unrealised loss, while this would affect the Company's net assets and profitability, it would not affect cashflow or give rise to any going concern implications. |
Geographical risk | The Group operates in a number of jurisdictions where social unrest and resulting economic turbulence are common, both of which have the ability to significantly | The Group is seeking to continue to diversify its operations geographically including, for example, recent significant new contracts in North America.
The Group has considerable practical experience in operating successfully in many jurisdictions and plans are in place to secure the safety of personnel in the event of significant security issues.
Safety and security are key considerations in the Group's due diligence processes when considering entry into new jurisdictions or significant additional investment into existing jurisdictions. Depending on the findings of the due diligence process, Board approval may be required in order to proceed. |
CAPITAL LIMITED
Principal and Emerging Risks and Uncertainties (continued)
Area | Description | Mitigation |
Limited access to new funding sources | Inability to access bank debt and/or inability to access equity capital from the market. Debt facilities not available in time to support the ongoing growth of the business. | Capital is focused on capital efficiency and maintaining balance sheet flexibility. The Group prioritises building and maintaining strong relationships with banks as well as our existing OEM finance providers such as CAT, Sandvik and Epiroc.
The Group has expanded its portfolio of bank lenders to include Nedbank, one of Africa's premier banks. The increase in the revolving credit facility from $50 million to $75 million in the period provides additional balance sheet flexibility to deliver on future growth opportunities.
Senior management continues to engage regularly with shareholders.
|
Energy transition | Capital is subject to both risks and opportunities associated with the global energy transition and climate change. Traditional diesel-powered mining equipment will be replaced by more energy efficient, low-carbon alternatives. Increasing production in the battery minerals sector is critical to support the global transition to lower carbon technologies and slow adoption of these new technologies may represent a risk to the Group's overall growth strategy. | The Group continuously assesses developments in low-carbon technology and how these developments can be appropriately introduced into our operating model and existing fleet.
Senior management are in regular contact with OEM manufacturers. The Executive Leadership Team (ELT) members have significant experience and knowledge in their operational field and maintain a strong awareness of industry developments.
Recognising the importance of seeking low-carbon alternatives to meet client
Growth in demand for battery minerals has already provided new contracts and represents a further growth and diversification opportunity for the Group.
We are harnessing other energy transition opportunities, which include our joint venture with Enerwhere - Mine Power Solutions, which can provide modular solar hybrid power systems to the mining sector. |
CAPITAL LIMITED APPENDIX: GLOSSARY AND ALTERNATIVE PERFORMANCE MEASURES (UNAUDITED) | ||||||||||
| | | | | | | | | | |
The Group presents various Alternative Performance Measures (APMs) as management believes that these are useful for users of the financial statements in helping to provide a balanced view of, and relevant information on, the Group's financial performance in the period.
The following terms and alternative performance measures are used in the half year results release for the six months ended 30 June 2024. | ||||||||||
| ||||||||||
ARPOR | Average revenue per operating rig | |||||||||
Operating profit (pre-exceptional items) | Earnings before interest, taxes, fair value gain/loss on financial assets and exceptional items | |||||||||
EBITDA | Earnings before interest, taxes, depreciation, amortization, fair value gain/loss on financial assets and exceptional items. | |||||||||
EBITDA (adjusted for IFRS 16 leases) | EBITDA net of cash cost of the IFRS 16 leases | |||||||||
NPAT | Net Profit After Tax | |||||||||
Adjusted NPAT | Net profit after tax before fair value gain/loss on investments | |||||||||
ADJUSTED EPS | Net profit after tax before fair value gain/loss over weighted average number of ordinary shares | |||||||||
NET CASH (DEBT) | Cash and cash equivalents less short term and long-term debt | |||||||||
| |
Reconciliation of alternative performance measures to the financial statements: | |||||||||||
| | | Six months ended | ||||||||
| | | 30 June 2024 |
| 30 June 2023 | ||||||
| | | US$'000 |
| US$'000 | ||||||
ARPOR can be reconciled from the financial statements as per the below: | |||||||||||
Revenue per financial statements (US$) | | | 169,434 | | 154,270 | ||||||
Non-drilling revenue (US$) | | | (63,868) | | (50,061) | ||||||
Revenue used in the calculation of ARPOR (US$) | | | 105,566 | | 104,209 | ||||||
| | | | | | | | | | ||
Monthly Average active operating Rigs | | | 86 | | 93 | ||||||
Monthly Average operating Rigs | | | 125 | | 124 | ||||||
| | | | | | ||||||
ARPOR (rounded to nearest US$10,000) | | | 204 | | 188 | ||||||
| |||||||||||
Operating profit (pre-exceptional items) can be reconciled from the financial statements as per the below: | |||||||||||
| |||||||||||
Profit for the period | | | 9,635 | | 17,603 | ||||||
Taxation | | | 6,695 | | 5,810 | ||||||
Interest income | | | (46) | | (17) | ||||||
Finance charges | | | 8,202 | | 5,814 | ||||||
Exceptional items: ERP implementation costs | | | 1,654 | | - | ||||||
Fair value adjustments | | | 493 | | (844) | ||||||
Operating profit (pre-exceptional items) |
|
| 26,633 |
| 28,366 | ||||||
| | | | | | ||||||
Gross profit | | | 74,486 | | 70,954 | ||||||
Administration expenses | | | (27,252) | | (23,565) | ||||||
Exceptional items: ERP implementation costs | | | 1,654 | | - | ||||||
Depreciation | | | (22,255) | | (19,023) | ||||||
Operating profit (pre-exceptional items) |
|
| 26,633 |
| 28,366 | ||||||
CAPITAL LIMITED APPENDIX: GLOSSARY AND ALTERNATIVE PERFORMANCE MEASURES (UNAUDITED) | |||||||||
| |||||||||
EBITDA can be reconciled from the financial statements as per the below: | |||||||||
| | | 30 June 2024 | | 30 Jun 2023 |
| |||
| | | US$'000 | | US$'000 |
| |||
| | | | | |
| |||
Profit for the period | | | 9,635 | | 17,603 |
| |||
Depreciation | | | 22,255 | | 19,023 |
| |||
Taxation | | | 6,695 | | 5,810 |
| |||
Interest income | | | (46) | | (17) |
| |||
Finance charges | | | 8,202 | | 5,814 |
| |||
Exceptional items: ERP implementation costs | | | 1,654 | | - |
| |||
Fair value adjustments | | | 493 | | (844) |
| |||
EBITDA |
|
| 48,888 |
| 47,389 |
| |||
|
|
|
|
|
| ||||||||
Operating profit (EBIT) |
|
| 24,979 |
| 28,366 | ||||||||
Depreciation, amortisation and impairments |
|
| 22,255 |
| 19,023 | ||||||||
Exceptional items: ERP implementation costs |
|
| 1,654 | | - | ||||||||
EBITDA |
|
| 48,888 |
| 47,389 | ||||||||
|
|
| |
|
| ||||||||
|
|
| |
| | ||||||||
Gross profit | | | 74,486 | | 70,954 | ||||||||
Administration expenses | | | (27,252) | | (23,565) | ||||||||
Exceptional items: ERP implementation costs | | | 1,654 | | - | ||||||||
EBITDA |
|
| 48,888 |
| 47,389 | ||||||||
| |||||||||||||
| | | 30 June 2024 | | 30 Jun 2023 | ||||||||
| | | US$'000 | | US$'000 | ||||||||
| |||||||||||||
Adjusted net profit and adjusted EBITDA can be reconciled from the financial statements as per the below: | |||||||||||||
| | | | | | | | |
|
| |||
Operating profit (EBIT) | | 24,979 | | 28,366 | |||||||||
Exceptional items: ERP implementation costs | | 1,654 | | - | |||||||||
Interest income | | 46 | | 17 | |||||||||
Finance charges | | (8,202) | | (5,814) | |||||||||
Taxation | | (6,695) | | (5,810) | |||||||||
Adjusted net profit |
| 11,782 |
| 16,759 | |||||||||
| | | | | | | | |
|
| |||
Profit for the period | | 9,635 | | 17,603 | |||||||||
Exceptional items: ERP implementation costs | | 1,654 | | - | |||||||||
Fair value adjustments | | 493 | | (844) | |||||||||
Adjusted net profit |
| 11,782 |
| 16,759 | |||||||||
| | | | | | | | |
|
| |||
| |
|
|
| |||||||||
EBITDA (adjusted for IFRS 16 leases) | |
|
|
| |||||||||
EBITDA | | 48,888 | | 47,389 | |||||||||
Lease payments | | (6,016) | | (3,492) | |||||||||
EBITDA (adjusted for IFRS 16 leases) |
| 42,872 |
| 43,897 | |||||||||
| |
|
|
| |||||||||
| |
|
|
| |||||||||
CAPITAL LIMITED APPENDIX: GLOSSARY AND ALTERNATIVE PERFORMANCE MEASURES (UNAUDITED) |
| | 30 June 2024 |
| 30 Jun 2023 | ||
| | US$'000 |
| US$'000 | ||
| |
|
|
| ||
Basic EPS (Adjusted for investment gain/(loss) and exceptional items can be reconciled as per below: | ||||||
| ||||||
Profit for the period attributable to owners of the parent | | 9,206 | | 16,943 | ||
Fair value adjustments | | 493 | | (844) | ||
Exceptional items: ERP implementation costs | | 1,654 | | - | ||
Adjusted Profit for the period |
| 11,353 |
| 16,099 | ||
| |
|
|
| ||
| | No. |
| No. | ||
| |
|
|
| ||
Weighted average number of ordinary shares for basic earnings per share | | 195,026,529 | | 191,185,152 | ||
| |
|
|
| ||
Basic EPS (Adjusted for investment gain/(loss) and exceptional items (cents) | | 5.8 |
| 8.4 | ||
| |
|
|
| ||
| | 30 June 2024 |
| 31 December 2023 | ||
| | US$'000 |
| US$'000 | ||
Net debt can be reconciled from the financial statements as per the below: | ||||||
| |
|
|
| ||
Cash and cash equivalents | | 39,915 | | 34,366 | ||
Loans and borrowings - Non-current | | (95,853) | | (76,328) | ||
Loans and borrowings - Current | | (30,481) | | (27,870) | ||
Net debt |
| (86,419) |
| (69,832) | ||
| | | | | ||
CAPITAL LIMITED APPENDIX: GLOSSARY AND ALTERNATIVE PERFORMANCE MEASURES (UNREVIEWED) (Continued) |
| |
| ||
EBITDA
| ||
EBITDA represents profit or loss for the period before interest, income taxes, depreciation & amortisation, fair value gain or loss on financial assets through profit or loss and exceptional items.
EBITDA is a non-IFRS financial measure that is used as supplemental financial measure by management and external users of financial statements, such as investors, to assess our financial and operating performance. This non-IFRS financial measure will assist our management and investors by increasing the comparability of our performance from period to period.
We believe that including EBITDA assists our management and investors in: - i. understanding and analysing the results of our operating and business performance, and ii. monitoring our ongoing financial and operational strength in assessing whether to continue to hold our shares. This is achieved by excluding the potentially disparate effects between periods of depreciation and amortisation, income (loss) from associate, interest income, finance charges, fair value adjustment on financial assets at fair value through profit and loss and realised gain (loss) on fair value through profit and loss investments, which may significantly affect comparability of results of operations between periods.
EBITDA has limitations as analytical tools and should not be considered as alternatives to, or as substitutes for, or superior to, profit or loss for the period or any other measure of financial performance presented in accordance with IFRS. Further other companies in our industry may calculate these measures differently from how we do, limiting their usefulness as a comparative measure.
EBITDA (adjusted for IFRS 16 leases)
EBITDA (adjusted for IFRS 16 leases) represents profit or loss for the year before interest, income taxes, depreciation & amortisation, fair value adjustments on financial assets at fair value through profit and loss and realised gain (loss) on fair value through profit and loss investments and net of cash cost of the IFRS 16 leases. | ||
Net cash (debt)
|
Net cash (debt) is a non-IFRS measure that is defined as cash and cash equivalents less short term and long-term debt. |
Net Asset Value per share (cents) |
Net Asset Value per share (cents) is a non-financial measure taking into consideration the total equity over the weighted average number of shares used in the calculation of basic earnings per share.
Management believes that the net asset value per share is a useful indicator of the level of safety associated with each individual share because it indicates the amount of money that a shareholder would get if the Group were to liquidate. Management believes that net asset value per share can assist securities analysts, investors and other parties to evaluate the Group.
Net asset value per share and similar measures are used by different companies for different purposes and are often calculated in ways that reflect the circumstances of those companies. Accordingly, caution is required when comparing net asset value per share as reported by the Group to net asset value per share of other companies. |
Average revenue per operating rig |
ARPOR is a non-financial measure defined as the monthly average drilling specific revenue for the period divided by the monthly average active operating rigs. Drilling specific revenue excludes revenue generated from shot crew, a blast hole service that does not require a rig to perform but forms part of drilling. Management uses this indicator to assess the operational performance across the board on a period-by-period basis even if there is an increase or decrease in rig utilisation. |
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