Dominion Diamond Corporation Reports Fiscal 2014 Second Quarter Results
TORONTO, September 5, 2013 /PRNewswire/ --
Dominion Diamond Corporation (TSX:DDC, NYSE:DDC) (the "Company") today announced its second quarter results for the period ending July 31, 2013.
Robert Gannicott, Chairman and Chief Executive Officer, commented, "We are well pleased with the performance of our new acquisition, the Ekati Mine, which has delivered an adjusted EBITDA margin of thirty percent for the quarter. Grades and diamond sales are ahead of our purchase model while costs are modestly lower. At Diavik the "Reshaping Diavik" initiative by Rio Tinto has delivered cost savings and production increases compared with the current mine plan. Diamond sales have exceeded expectations in a market place that has held its ground during the last six months despite the financial troubles of India and China. Looking to the future, we have already defined a concept for the mining of the Jay Pipe with the potential to add 10 to 15 years of production beyond the current Ekati Mine Plan."
Second Quarter Summary
- Consolidated rough diamond sales from the Diavik and Ekati Diamond Mines for the second quarter were $261.8 million, resulting in an operating profit of $12.4 million.
- The Diavik Diamond Mine generated gross margin of 25.1% and an EBITDA margin of 47% during the second quarter.
- The Ekati Diamond Mine gross margin would have been 11% and the EBITDA margin would have been 30%, if the effect of the market value adjustment to inventory made as part of the acquisition was excluded.
- Included in the consolidated net loss attributable to shareholders for the quarter was $5.4 million (after-tax) of restructuring costs at the Antwerp, Belgium office and $10.6 million (after-tax) of expenses relating to the cancellation of the credit facility that had been previously arranged for the acquisition of the Ekati Diamond Mine. Excluding these two items and the impact of the sale of opening acquisition inventory that was included at market value in the Ekati cost of sales, the Company's consolidated net profit attributable to shareholders for the quarter would have been $11.1 million or $0.13 per share.
- Company recorded a consolidated net loss attributable to shareholders of $16.3 million or $(0.19) per share for the quarter.
Diavik Diamond Mine
- Production for the second calendar quarter at the Diavik Diamond Mine was 1.6 million carats on a 100% basis.
- During the second quarter, the Company sold approximately 0.7 million carats from the Diavik Diamond Mine for a total of $91.3 million for an average price per carat of $130.
- At July 31, 2013, the Company had 0.5 million carats of Diavik Diamond Mine produced inventory with an estimated market value of approximately $65 million.
Ekati Diamond Mine
- The Ekati Diamond Mine performed ahead of the Company's expectations for grade and diamond sales for the quarter, with modestly lower costs than expected. Production for the second calendar quarter at the Ekati Diamond Mine was 0.4 million carats on a 100% basis.
- During the second quarter, the Company sold approximately 0.6 million carats from the Ekati Diamond Mine for a total of $170.5 million for an average price per carat of $289.
- At July 31, 2013, the Company had 0.4 million carats of Ekati Diamond Mine produced inventory with an estimated market value of approximately $135 million.
- A detailed valuation study of opening inventory held at the time of the Ekati acquisition has determined that the inventory, which was valued at market prices as of April 10th, had a value of $154 million, an increase of $19.4 million over the original estimate. This increased the amount of inventory available for sale in the second quarter. At the end of the second quarter, the Company had $15 million of this inventory remaining.
- The Company has completed the restructuring of the additional sales and marketing premises that it acquired as part of the Ekati Diamond Mine, and has now integrated the marketing and sales operations for Ekati with those for Diavik into a single location.
- A Project Description Report for the Lynx Pipe is expected to be submitted by the Company in mid-September as a precursor for the Jay project. The report for which will be filed in mid-October. The development of the Jay Pipe has the potential to add a further ten to fifteen years of production beyond the current Ekati mine plan.
Conference Call and Webcast
Beginning at 8:30AM (ET) on Thursday, September 5th, the Company will host a conference call for analysts, investors and other interested parties. Listeners may access a live broadcast of the conference call on the Company's web site at http://www.ddcorp.ca or by dialing 866-270-6057 within North America or 617-213-8891 from international locations and entering passcode 66211452.
An online archive of the broadcast will be available by accessing the Company's web site at http://www.ddcorp.ca. A telephone replay of the call will be available one hour after the call through 11:00PM (ET), Thursday, September 19th, 2013 by dialing 888-286-8010 within North America or 617-801-6888 from international locations and entering passcode 15589624.
About Dominion Diamond Corporation
Dominion Diamond Corporation is a Canadian diamond mining company with ownership interests in two of the world's most valuable diamond mines. Both mines are located in the low political risk environment of the Northwest Territories of Canada. The Company is the fourth largest diamond producer by value globally and the largest diamond mining company by market capitalization, listed on the Toronto and New York stock exchanges.
The Company operates the Ekati Diamond Mine through its 80% ownership as well as a 58.8% ownership in the surrounding areas containing prospective resources. It also sells diamonds from its 40% ownership in the Diavik Diamond Mine.
For more information, please visithttp://www.ddcorp.ca
Highlights
(ALL FIGURES ARE IN UNITED STATES DOLLARS UNLESS OTHERWISE INDICATED)
Dominion Diamond Corporation, the ("Company") recorded a consolidated net loss attributable to shareholders of $16.3 million or $(0.19) per share for the quarter, compared to a net profit attributable to shareholders of $4.8 million or $0.06 per share in the second quarter of the prior year. Net loss from continuing operations attributable to shareholders (which now represents the Diavik and Ekati mining segments) was $16.3 million or $(0.19) per share compared to a net profit from continuing operations of $4.0 million or $0.05 per share in the comparable quarter of the prior year. Continuing operations includes all costs related to the Company's mining operations. Prior year numbers relate only to results from the Diavik Diamond Mine. Included in the consolidated net loss attributable to shareholders for the quarter was $5.4 million (after-tax) of restructuring costs at the Antwerp, Belgium office and $10.6 million (after-tax) of expenses related to the cancellation of the credit facilities that had been previously arranged in connection with the Ekati Diamond Mine Acquisition. Excluding these two items and the impact of the sale of opening acquisition inventory that was included at market value in Ekati cost of sales, the Company's estimated consolidated net profit attributable to shareholders for the quarter would have been $11.1 million or $0.13 per share.
Consolidated sales from continuing operations were $261.8 million for the quarter compared to $61.5 million for the comparable quarter of the prior year, resulting in an operating profit of $12.4 million compared to an operating profit of $8.9 million in the comparable quarter of the prior year. Consolidated EBITDA from continuing operations was $45.0 million compared to $22.1 million in the comparable quarter of the prior year.
During the second quarter, the Company recorded sales from the Diavik Diamond Mine of $91.3 million compared to $61.5 million in the comparable quarter of the prior year. The Company sold approximately 0.7 million carats from the Diavik Diamond Mine for an average price per carat of $130, compared to 0.4 million carats for an average price per carat of $142 in the comparable quarter of the prior year. The 62% increase in volume of Diavik Diamond Mine carats sold versus the comparable quarter of the prior year resulted primarily from the decision in that prior quarter to hold some Diavik Diamond Mine inventory from all price ranges until stability returned to the rough diamond market. The 9% decrease in the Company's achieved average rough diamond prices for the Diavik Diamond Mine as compared to the second quarter of the prior year resulted primarily from the sale during the second quarter of the prior year of higher priced Diavik Diamond Mine goods that had originally been held back by the Company in the first quarter of fiscal 2013 due to a then observed imbalance in the rough and polished diamond prices for these goods. This segment generated gross margins and EBITDA margins of sales of 25.1% and 47%, respectively, compared to 23.9% and 43%, respectively, in the comparable quarter of the prior year.
During the second quarter, the Ekati Diamond Mine recorded sales of $170.5 million and sold approximately 0.6 million carats for an average price per carat of $289. This segment generated gross margins and EBITDA margins of 2.6% and 8%, respectively. The Company estimates that gross margins and EBITDA margins would have been approximately 11.0% and 30%, respectively, if the effect of the market value adjustment to inventory made as part of the Ekati Diamond Mine Acquisition was excluded.
The Corporate segment, which includes all costs not specifically related to the operations of the Diavik and Ekati mines, recorded selling, general and administrative expenses of $13.0 million, compared to $4.7 million in the comparable quarter of the prior year. The increase from the comparable quarter of the prior year was primarily due to $6.0 million of restructuring costs at the Antwerp, Belgium office related to the acquisition of the Ekati Diamond Mine on April 10, 2013.
Management's Discussion and Analysis
PREPARED AS OF SEPTEMBER 4, 2013 (ALL FIGURES ARE IN UNITED STATES DOLLARS UNLESS OTHERWISE INDICATED)
Basis of Presentation
The following is management's discussion and analysis ("MD&A") of the results of operations for Dominion Diamond Corporation for the three and six months ended July 31, 2013, and its financial position as at July 31, 2013. This MD&A is based on the Company's unaudited interim condensed consolidated financial statements prepared in accordance with IAS 34 "Interim Financial Reporting", as issued by the International Accounting Standards Board, and should be read in conjunction with the unaudited interim condensed consolidated financial statements and notes thereto for the three and six months ended July 31, 2013, and the audited consolidated financial statements for the year ended January 31, 2013. Unless otherwise specified, all financial information is presented in United States dollars. Unless otherwise indicated, all references to "second quarter" refer to the three months ended July 31.
Caution Regarding Forward-Looking Information
Certain information included in this MD&A constitutes forward-looking information within the meaning of Canadian and United States securities laws. Forward-looking information can generally be identified by the use of terms such as "may", "will", "should", "expect", "plan", "anticipate", "foresee", "appears", "believe", "intend", "estimate", "predict", "potential", "continue", "objective", "modeled", "hope", "forecast" or other similar expressions concerning matters that are not historical facts. Forward-looking information relates to management's future outlook and anticipated events or results, and can include statements or information regarding plans for mining, development, production and exploration activities at the Company's mineral properties, projected capital expenditure requirements, liquidity and working capital requirements, expectations concerning the diamond industry, and expected cost of sales and cash operating costs. Forward-looking information included in this MD&A includes the current production forecast, cost of sales and cash cost of production estimates and planned capital expenditures for the Diavik Diamond Mine and other forward-looking information set out under "Diavik Operations Outlook", and the current production forecast, cost of sales and cash cost of production estimates and planned capital expenditures for the Ekati Diamond Mine and other forward-looking information set out under "Ekati Operations Outlook".
Forward-looking information is based on certain factors and assumptions described below and elsewhere in this MD&A including, among other things, the current mine plans for each of the Diavik Diamond Mine and the Ekati Diamond Mine; mining, production, construction and exploration activities at the Company's mineral properties; currency exchange rates; and world and US economic conditions. While the Company considers these assumptions to be reasonable based on the information currently available to it, they may prove to be incorrect. Forward-looking information is subject to certain factors, including risks and uncertainties, which could cause actual results to differ materially from what the Company currently expects. These factors include, among other things, the uncertain nature of mining activities, including risks associated with underground construction and mining operations, risks associated with joint venture operations, including risks associated with the inability to control the timing and scope of future capital expenditures, the risk that the operator of the Diavik Diamond Mine may make changes to the mine plan and other risks arising because of the nature of joint venture activities, risks associated with the remote location of and harsh climate at the Company's mineral property sites, risks resulting from the Eurozone financial crisis, risks associated with regulatory requirements, the risk of fluctuations in diamond prices and changes in US and world economic conditions, the risk of fluctuations in the Canadian/US dollar exchange rate and cash flow and liquidity risks. Please see page 21 of this MD&A, as well as the Company's current Annual Information Form, available at http://www.sedar.com and http://www.sec.gov, respectively, for a discussion of these and other risks and uncertainties involved in the Company's operations. Actual results may vary from the forward-looking information.
Readers are cautioned not to place undue importance on forward-looking information, which speaks only as of the date of this MD&A, and should not rely upon this information as of any other date. Due to assumptions, risks and uncertainties, including the assumptions, risks and uncertainties identified above and elsewhere in this MD&A, actual events may differ materially from current expectations. The Company uses forward-looking statements because it believes such statements provide useful information with respect to the currently expected future operations and financial performance of the Company, and cautions readers that the information may not be appropriate for other purposes. While the Company may elect to, it is under no obligation and does not undertake to update or revise any forward-looking information, whether as a result of new information, future events or otherwise at any particular time, except as required by law.
Summary Discussion
Dominion Diamond Corporation is focused on the mining and marketing of rough diamonds to the global market. The Company supplies rough diamonds to the global market from its operation of the Ekati Diamond Mine (in which it owns a controlling interest) and its 40% ownership interest in the Diavik Diamond Mine, both located in Canada's Northwest Territories.
The Company has an ownership interest in the Diavik group of mineral claims. The Diavik Joint Venture (the "Diavik Joint Venture") is an unincorporated joint arrangement between Diavik Diamond Mines Inc. ("DDMI") (60%) and Dominion Diamond Diavik Limited Partnership ("DDDLP") (40%) where DDDLP holds an undivided 40% ownership interest in the assets, liabilities and expenses of the Diavik Diamond Mine. DDMI is the operator of the Diavik Diamond Mine. DDMI is a wholly owned subsidiary of Rio Tinto plc of London, England.
The Company has a controlling interest in the Ekati Diamond Mine as well as the associated diamond sorting and sales facilities in Yellowknife, Canada, and Antwerp, Belgium. The Company acquired its interest in the Ekati Diamond Mine on April 10, 2013 (the "Ekati Diamond Mine Acquisition"). The Ekati Diamond Mine consists of the Core Zone (80% interest), which includes the current operating mine and other permitted kimberlite pipes, as well as the Buffer Zone (58.8% interest), an adjacent area hosting kimberlite pipes having both development and exploration potential. The Company controls and consolidates the Ekati Diamond Mine and minority shareholders are presented as non-controlling interests on the unaudited interim condensed consolidated financial statements.
Market Commentary
Diamond market sentiment was mixed in the second quarter. The US remained a solid market and showed potential for stronger growth in the second half of the fiscal year. The demand from the US retail market remains focused on the mid-range of polished diamonds, where prices remained stable throughout the quarter. Japan has also seen significant growth in jewelry demand as economic stimulus bolstered retail activity. However, restricted demand for higher end polished diamonds, especially from China, has led to discounting in these ranges. Nonetheless, levels of retail diamond stock in China are low and the diamond market anticipates an improvement in the third fiscal quarter as the market fundamentals return to more normal levels. In addition, the market remains cautious due to continued concerns around macroeconomic uncertainty combined with worsening economic conditions in India related to the weakening of the rupee and tightened liquidity.
The rough diamond market has mirrored the polished diamond market with activity centered on lower price ranges while the market for higher end diamonds remains flat. Toward the end of the quarter it was evident that there was a shortage of supply in the lower price ranges of rough diamond inventory and it is expected that there will be upward pressure on the price of these goods as polishers restock. The rough diamond market expects the second half of the year to see a return to more normal trading conditions and anticipates resurgence in demand in the lead up to the Asian wedding and year-end holiday seasons.
Consolidated Financial Results
The Company's consolidated results from continuing operations relate solely to its mining operations, which include the production, sorting and sale of rough diamonds. The results of the Company's luxury brand segment, which it disposed of on March 26, 2013, are treated as discontinued operations for accounting and reporting purposes and current and prior period results have been recast accordingly. The following is a summary of the Company's consolidated quarterly results for the eight quarters ended July 31, 2013.
(expressed in thousands of United States dollars except per
share amounts and where otherwise noted) (unaudited)
2014 2014 2013 2013
Q2 Q1 Q4 Q3
Sales $ 261,803 $ 108,837 $ 110,111 $ 84,818
Cost of sales 234,372 81,535 79,038 71,663
Gross margin 27,431 27,302 31,073 13,155
Gross margin
(%) 10.5% 25.1% 28.2% 15.5%
Selling,
general and
administrative
expenses 15,056 16,843 10,086 7,581
Operating
profit (loss)
from continuing
operations 12,375 10,459 20,987 5,574
Finance
expenses (19,637) (3,994) (2,382) (2,308)
Exploration
costs (3,145) (1,039) (306) (673)
Finance and
other income 1,032 804 601 60
Foreign
exchange gain
(loss) (2,814) 732 116 (301)
Profit (loss)
before income
taxes from
continuing
operations (12,189) 6,962 19,016 2,352
Income tax
expense
(recovery) 6,913 4,699 6,977 1,583
Net profit
(loss) from
continuing
operations $ (19,102) $ 2,263 $ 12,039 $ 769
Net profit
(loss) from
discontinued
operations - 497,385 2,802 3,245
Net profit
(loss) $ (19,102) $ 499,648 $ 14,841 $ 4,014
Net profit
(loss) from
continuing
operations
attributable to
Shareholders $ (16,304) $ 2,822 $ 12,146 $ 152
Non-controlling
interest (2,798) (559) (107) 617
Net profit
(loss)
attributable to
Shareholders $ (16,304) $ 500,207 $ 14,948 $ 3,397
Non-controlling
interest (2,798) (559) (107) 617
Earnings (loss)
per share -
continuing
operations
Basic $ (0.19) $ 0.03 $ 0.14 $ 0.00
Diluted $ (0.19) $ 0.03 $ 0.14 $ 0.00
Earnings (loss)
per share
Basic $ (0.19) $ 5.89 $ 0.18 $ 0.04
Diluted $ (0.19) $ 5.82 $ 0.18 $ 0.04
Cash dividends
declared per
share $ 0.00 $ 0.00 $ 0.00 $ 0.00
Total assets
[(i)] $ 2,295 $ 2,412 $ 1,710 $ 1,733
Total long-term
liabilities
[(i)] $ 696 $ 695 $ 269 $ 682
Operating
profit (loss)
from continuing
operations $ 12,375 $ 10,459 $ 20,987 $ 5,574
Depreciation
and
amortization
[(ii)] 32,644 20,211 24,346 20,588
EBITDA from
continuing
operations
[(iii)] $ 45,019 $ 30,670 $ 45,333 $ 26,162
(expressed in thousands of United States dollars except per share
amounts and where otherwise noted) (unaudited)
Six months Six months
ended ended
2013 2012 2012 July 31, July 31,
Q1 Q4 Q3 2013 2012
Sales $ 89,009 $ 102,232 $ 36,239 $ 370,640 $ 150,482
Cost of sales 70,099 72,783 34,112 315,907 116,883
Gross margin 18,910 29,449 2,127 54,733 33,599
Gross margin
(%) 21.2% 28.8% 5.9% 14.8% 22.3%
Selling,
general and
administrative
expenses 6,739 5,464 5,390 31,898 12,489
Operating
profit (loss)
from continuing
operations 12,171 23,985 (3,263) 22,835 21,110
Finance
expenses (2,242) (1,616) (2,691) (23,631) (4,393)
Exploration
costs (254) (177) (600) (4,185) (822)
Finance and
other income 52 51 256 1,836 119
Foreign
exchange gain
(loss) (370) 680 285 (2,083) 678
Profit (loss)
before income
taxes from
continuing
operations 9,357 22,923 (6,013) (5,228) 16,692
Income tax
expense
(recovery) 3,330 10,281 (1,574) 11,611 6,716
Net profit
(loss) from
continuing
operations $ 6,027 $ 12,642 $ (4,439) $ (16,839) $ 9,976
Net profit
(loss) from
discontinued
operations 5,583 3,946 (292) 497,385 6,387
Net profit
(loss) $ 11,610 $ 16,588 $ (4,731) $ 480,546 $ 16,363
Net profit
(loss) from
continuing
operations
attributable to
Shareholders $ 6,027 $ 12,654 $ (4,436) $ (13,481) $ 9,978
Non-controlling
interest - (12) (3) (3,358) (2)
Net profit
(loss)
attributable to
Shareholders $ 11,610 $ 16,600 $ (4,728) $ 483,904 $ 16,365
Non-controlling
interest - ( 12) ( 3) (3,358) (2)
Earnings (loss)
per share -
continuing
operations
Basic $ 0.07 $ 0.15 $ (0.05) $ (0.16) 0.12
Diluted $ 0.07 $ 0.15 $ (0.05) $ (0.16) 0.12
Earnings (loss)
per share
Basic $ 0.14 $ 0.20 $ (0.06) $ 5.70 0.19
Diluted $ 0.14 $ 0.19 $ (0.06) $ 5.65 0.19
Cash dividends
declared per
share $ 0.00 $ 0.00 $ 0.00 $ 0.00 0.00
Total assets
[i] $ 1,716 $ 1,607 $ 1,656 $ 2,295 1,660
Total long-term
liabilities
[i] $ 472 $ 641 $ 661 $ 696 461
Operating
profit (loss)
from continuing
operations $ 12,171 $ 23,985 $ (3,263) $ 22,835 $ 21,110
Depreciation
and
amortization
[ii] 22,172 24,284 19,933 52,855 35,332
EBITDA from
continuing
operations
[iii] $ 34,343 $ 48,269 $ 16,670 $ 75,690 $ 56,442
[i] Total assets and total long-term liabilities are expressed in millions of United States dollars.
[ii] Depreciation and amortization included in cost of sales and selling, general and administrative expenses.
[iii] Earnings before interest, taxes, depreciation and amortization ("EBITDA"). See "Non-IFRS Measures" on page 20.
Three Months Ended July 31, 2013 Compared to Three Months Ended July 31, 2012
CONSOLIDATED NET PROFIT ATTRIBUTABLE TO SHAREHOLDERS
The Company recorded a second quarter consolidated net loss attributable to shareholders of $16.3 million or $(0.19) per share compared to a net profit attributable to shareholders of $4.8 million or $0.06 per share in the second quarter of the prior year. Net loss from continuing operations attributable to shareholders was $16.3 million or $(0.19) per share compared to a net profit from continuing operations of $4.0 million or $0.05 per share in the comparable quarter of the prior year. Included in the consolidated net loss attributable to shareholders for the quarter was $5.4 million (after-tax) of restructuring costs at the Antwerp, Belgium office and $10.6 million (after-tax) of expenses related to the cancellation of the credit facilities that had been previously arranged in connection with the Ekati Diamond Mine Acquisition. Excluding these two items and the impact of the sale of opening acquisition inventory that was included at market value in Ekati cost of sales, the Company's estimated consolidated net profit attributable to shareholders for the quarter would have been $11.1 million or $0.13 per share.
CONSOLIDATED SALES
Sales for the second quarter totaled $261.8 million, consisting of Diavik rough diamond sales of $91.3 million and Ekati rough diamond sales of $170.5 million. This compares to sales of $61.5 million in the comparable quarter of the prior year (Diavik rough diamond sales of $61.5 million and Ekati rough diamond sales of $nil).
The Company expects that results for its mining operations will fluctuate depending on the seasonality of production at its mineral properties, the number of sales events conducted during the quarter, rough diamond prices and the volume, size and quality distribution of rough diamonds delivered from the Company's mineral properties and sold by the Company in each quarter. See "Segmented Analysis" on page 10 for additional information.
CONSOLIDATED COST OF SALES AND GROSS MARGIN
The Company's second quarter cost of sales was $234.4 million resulting in a gross margin of 10.5% compared to a cost of sales of $46.8 million and a gross margin of 23.9% for the comparable quarter of the prior year. The Company's cost of sales includes costs associated with mining and rough diamond sorting activities. See "Segmented Analysis" on page 10 for additional information.
CONSOLIDATED INCOME TAXES
The Company recorded a net income tax expense of $6.9 million during the second quarter, compared to a net income tax expense of $3.4 million in the comparable quarter of the prior year. The Company's combined federal and provincial statutory income tax rate for the quarter is 26.5%. There are a number of items that can significantly impact the Company's effective tax rate, including foreign currency exchange rate fluctuations, the Northwest Territories mining royalty, earnings subject to tax different than the statutory rate and unrecognized tax benefits. As a result, the Company's recorded tax provision can be significantly different than the expected tax provision calculated based on the statutory tax rate.
The recorded tax provision is particularly impacted by foreign currency exchange rate fluctuations. The Company's functional and reporting currency is US dollars; however, the calculation of income tax expense is based on income in the currency of the country of origin. As such, the Company is continually subject to foreign exchange fluctuations, particularly as the Canadian dollar moves against the US dollar. During the second quarter, the Canadian dollar weakened against the US dollar. As a result, the Company recorded an unrealized foreign exchange gain of $4.2 million on the revaluation of the Company's Canadian dollar denominated deferred income tax liability. This compares to an unrealized foreign exchange gain of $3.0 million in the comparable quarter of the prior year. The unrealized foreign exchange gain is recorded as part of the Company's deferred income tax recovery, and is not taxable for Canadian income tax purposes. During the second quarter, the Company also recognized a deferred income tax expense of $7.4 million for temporary differences arising from the difference between the historical exchange rate and the current exchange rate translation of foreign currency non-monetary items. This compares to a deferred income tax expense of $4.0 million recognized in the comparable quarter of the prior year. The recorded tax provision during the quarter also included a net income tax expense of $1.2 million relating to foreign exchange differences between income in the currency of the country of origin and US dollars. This compares to no income tax expense or recovery recognized in the comparable quarter of the prior year.
Due to the number of factors that can potentially impact the effective tax rate and the sensitivity of the tax provision to these factors, as discussed above, it is expected that the Company's effective tax rate will fluctuate in future periods.
CONSOLIDATED SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
The principal components of selling, general and administrative ("SG&A") expenses include expenses for salaries and benefits, professional fees, consulting and travel. The Company incurred SG&A expenses of $15.1 million for the second quarter, compared to $5.8 million in the comparable quarter of the prior year. The increase from the comparable quarter of the prior year was primarily due to $6.0 million of restructuring costs at the Antwerp, Belgium office, related in each case to the Ekati Diamond Mine Acquisition. See "Segmented Analysis" on page 10 for additional information.
CONSOLIDATED FINANCE EXPENSES FROM CONTINUING OPERATIONS
Finance expenses for the second quarter were $19.6 million compared to $2.2 million for the comparable quarter of the prior year. The increase was due primarily to the expensing of approximately $14.0 million relating to the cancellation of the credit facilities that had been previously arranged in connection with the Ekati Diamond Mine Acquisition. The Company ultimately determined to fund the Ekati Diamond Mine Acquisition by way of cash on hand and did not draw on these credit facilities which were subsequently cancelled in the second quarter. Also included in consolidated finance expense is accretion expense of $4.5 million (three months ended July 31, 2012 - $0.6 million) related to future site restoration liabilities at the Diavik Diamond Mine and the Ekati Diamond Mine.
CONSOLIDATED EXPLORATION EXPENSE FROM CONTINUING OPERATIONS
Exploration expense of $3.1 million was incurred during the second quarter compared to $0.6 million in the comparable quarter of the prior year. The increase was due to $2.1 million of exploration work on the Company's claims in the Northwest Territories and $0.9 million of exploration work on the Jay pipe within the Buffer Zone at the Ekati Diamond Mine.
CONSOLIDATED FINANCE AND OTHER INCOME FROM CONTINUING OPERATIONS
Finance and other income of $1.0 million was recorded during the second quarter compared to $0.1 million in the comparable quarter of the prior year.
CONSOLIDATED FOREIGN EXCHANGE FROM CONTINUING OPERATIONS
A net foreign exchange loss of $2.8 million was recognized during the second quarter compared to a net foreign exchange gain of $1.0 million in the comparable quarter of the prior year. The Company does not currently have any significant foreign exchange derivative instruments outstanding.
Six Months Ended July 31, 2013 Compared to Six Months Ended July 31, 2012
CONSOLIDATED NET PROFIT ATTRIBUTABLE TO SHAREHOLDERS
The Company recorded a consolidated net profit attributable to shareholders of $483.9 million or $5.70 per share for the six months ended July 31, 2013 compared to a net profit attributable to shareholders of $16.4 million or $0.19 per share in the comparable period of the prior year. Included in this amount is a $497.6 million gain on the sale of the luxury brand segment on March 26, 2013. Net loss from continuing operations attributable to shareholders was $13.5 million or $(0.16) per share compared to a net profit from continuing operations attributable to shareholders of $10.0 million or $0.12 per share in the comparable period of the prior year. Discontinued operations represented $497.4 million of net profit or $5.86 per share compared to $6.4 million or $0.08 per share in the comparable period of the prior year.
CONSOLIDATED SALES
Sales totaled $370.6 million for the six months ended July 31, 2013, consisting of Diavik rough diamond sales of $180.2 million and Ekati rough diamond sales of $190.5 million. This compares to sales of $150.5 million in the comparable period of the prior year (Diavik rough diamond sales of $150.5 million and Ekati rough diamond sales of $nil). The Ekati rough diamond sales are for the period from April 10, 2013, which was the date the Ekati Diamond Mine Acquisition was completed, to July 31, 2013.
The Company expects that results for its mining operations will fluctuate depending on the seasonality of production at its mineral properties, the number of sales events conducted during the quarter, rough diamond prices and the volume, size and quality distribution of rough diamonds delivered from the Company's mineral properties and sold by the Company in each quarter. See "Segmented Analysis" on page 10 for additional information.
CONSOLIDATED COST OF SALES AND GROSS MARGIN
The Company's cost of sales was $315.9 million for the six months ended July 31, 2013, resulting in a gross margin of 14.8% compared to a cost of sales of $116.9 million and a gross margin of 22.3% for the comparable period of the prior year. The Company's cost of sales includes costs associated with mining and rough diamond sorting activities. See "Segmented Analysis" on page 10 for additional information.
CONSOLIDATED INCOME TAXES
The Company recorded a net income tax expense of $11.6 million during the six months ended July 31, 2013, compared to a net income tax expense of $6.7 million in the comparable period of the prior year. The Company's combined federal and provincial statutory income tax rate for the six months ended July 31, 2013 is 26.5%. There are a number of items that can significantly impact the Company's effective tax rate, including foreign currency exchange rate fluctuations, the Northwest Territories mining royalty, earnings subject to tax different than the statutory rate and unrecognized tax benefits. As a result, the Company's recorded tax provision can be significantly different than the expected tax provision calculated based on the statutory tax rate.
The recorded tax provision is particularly impacted by foreign currency exchange rate fluctuations. The Company's functional and reporting currency is US dollars; however, the calculation of income tax expense is based on income in the currency of the country of origin. As such, the Company is continually subject to foreign exchange fluctuations, particularly as the Canadian dollar moves against the US dollar. During the six months ended July 31, 2013, the Canadian dollar weakened against the US dollar. The Company recorded an unrealized foreign exchange gain of $6.0 million on the revaluation of the Company's Canadian dollar denominated deferred income tax liability during the six months ended July 31, 2013. This compares to no unrealized foreign exchange gain or loss recorded in the comparable period of the prior year. During the six months ended July 31, 2013, the Company recognized a deferred income tax expense of $10.5 million for temporary differences arising from the difference between the historical exchange rate and the current exchange rate translation of foreign currency non-monetary items. This compares to a deferred income tax expense of $2.5 million recognized in the comparable period of the prior year. The recorded tax provision during the six months ended July 31, 2013 did not include any net income tax expense or recovery relating to foreign exchange differences between income in the currency of the country of origin and the US dollar. This compares to a tax recovery of $2.0 million recognized in the comparable period of the prior year.
Due to the number of factors that can potentially impact the effective tax rate and the sensitivity of the tax provision to these factors, as discussed above, it is expected that the Company's effective tax rate will fluctuate in future periods.
CONSOLIDATED SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
The Company incurred SG&A expenses of $31.9 million during the six months ended July 31, 2013, compared to $12.5 million in the comparable period of the prior year. The increase from the comparable period of the prior year was primarily due to $11.2 million of transaction costs and $6.0 million of restructuring costs at the Antwerp, Belgium office, related in each case to the Ekati Diamond Mine Acquisition. See "Segmented Analysis" on page 10 for additional information.
CONSOLIDATED FINANCE EXPENSES FROM CONTINUING OPERATIONS
Finance expenses were $23.6 million for the six months ended July 31, 2013 compared to $4.4 million for the comparable period of the prior year. The increase was due primarily to the expensing of approximately $14.0 million relating to the cancellation of the credit facilities that had previously been arranged in connection with the Ekati Diamond Mine Acquisition. The Company ultimately determined to fund the Ekati Diamond Mine Acquisition by way of cash on hand and did not draw on these credit facilities which were subsequently cancelled. Also included in consolidated finance expense is accretion expense of $6.7 million (six months ended July 31, 2012 - $1.3 million) related to future site restoration liabilities at the Diavik Diamond Mine and the Ekati Diamond Mine.
CONSOLIDATED EXPLORATION EXPENSE FROM CONTINUING OPERATIONS
Exploration expense of $4.2 million was incurred during the six months ended July 31, 2013 compared to $0.8 million in the comparable period of the prior year. The increase was due to $3.1 million of exploration work on the Company's claims in the Northwest Territories and $0.9 million of exploration work on the Jay pipe within the Buffer Zone at the Ekati Diamond Mine.
CONSOLIDATED FINANCE AND OTHER INCOME FROM CONTINUING OPERATIONS
Finance and other income of $1.8 million was recorded during the six months ended July 31, 2013, compared to $0.1 million in the comparable period of the prior year.
CONSOLIDATED FOREIGN EXCHANGE FROM CONTINUING OPERATIONS
A net foreign exchange loss of $2.1 million was recognized during the six months ended July 31, 2013, compared to a net foreign exchange gain of $0.7 million in the comparable period of the prior year. The Company does not currently have any significant foreign exchange derivative instruments outstanding.
Segmented Analysis
The operating segments of the Company include the Diavik Diamond Mine, the Ekati Diamond Mine and the Corporate segment. The Corporate segment captures costs not specifically related to operating the Diavik and Ekati mines.
Diavik Diamond Mine
This segment includes the production, sorting and sale of rough diamonds from the Diavik Diamond Mine.
(expressed in thousands of United States dollars) (unaudited)
2014 2014 2013 2013 2013
Q2 Q1 Q4 Q3 Q2
Sales
North America $ - $ 6,179 $ 4,604 $ 7,697 $ 2,269
Europe 80,530 61,642 84,346 57,438 50,514
India 10,737 21,095 21,161 19,683 8,690
Total sales 91,267 88,916 110,111 84,818 61,473
Cost of sales 68,328 61,888 79,038 71,663 46,784
Gross margin 22,939 27,028 31,073 13,155 14,689
Gross margin
(%) 25.1% 30.4% 28.2% 15.5% 23.9%
Selling,
general and
administrative
expenses 1,409 1,110 1,860 1,279 1,050
Operating
profit $ 21,530 $ 25,918 $ 29,213 $ 11,876 $ 13,639
Depreciation
and
amortization
[i] 21,768 19,906 24,042 20,283 12,874
EBITDA [ii] $ 43,298 $ 45,824 $ 53,255 $ 32,159 $ 26,513
(expressed in thousands of United States dollars) (unaudited)
Six Six
months months
ended ended
2013 2012 2012 July 31, July 31,
Q1 Q4 Q3 2013 2012
Sales
North America $ 7,432 $ 2,727 $ 8,835 $ 6,179 $ 9,701
Europe 54,370 78,846 21,993 142,172 104,884
India 27,207 20,659 5,411 31,832 35,897
Total sales 89,009 102,232 36,239 180,183 150,482
Cost of sales 70,099 72,783 34,112 130,216 116,883
Gross margin 18,910 29,449 2,127 49,967 33,599
Gross margin
(%) 21.2% 28.8% 5.9% 27.7% 22.3%
Selling,
general and
administrative
expenses 972 1,308 1,026 2,518 2,023
Operating
profit $ 17,938 $ 28,141 $ 1,101 $ 47,449 $ 31,576
Depreciation
and
amortization
[i] 21,876 23,849 19,709 41,674 34,750
EBITDA [ii] $ 39,814 $ 51,990 $ 20,810 $ 89,123 $ 66,326
[i] Depreciation and amortization included in cost of sales and selling, general and administrative expenses.
[ii] Earnings before interest, taxes, depreciation and amortization ("EBITDA"). See "Non-IFRS Measure" on page 20.
Three Months Ended July 31, 2013 Compared to Three Months Ended July 31, 2012
DIAVIK Sales
During the second quarter, the Company sold approximately 0.7 million carats from the Diavik Diamond Mine for a total of $91.3 million for an average price per carat of $130, compared to 0.4 million carats for a total of $61.5 million for an average price per carat of $142 in the comparable quarter of the prior year. The 62% increase in volume of carats sold versus the comparable quarter of the prior year resulted primarily from the decision in that prior quarter to hold some inventory from all price ranges until stability returned to the rough diamond market. The 9% decrease in the Company's achieved average rough diamond prices as compared to the second quarter of the prior year resulted primarily from the sale during the second quarter of the prior year of higher priced Diavik Diamond Mine goods that had originally been held back by the Company in the first quarter of fiscal 2013 due to a then observed imbalance in the rough and polished diamond prices for these goods. At July 31, 2013, the Company had 0.5 million carats of Diavik Diamond Mine produced inventory with an estimated market value of approximately $65 million.
Had the Company sold only the last production shipped in the second quarter, the estimated achieved price would have been approximately $132 per carat based on the prices achieved in the July 2013 sale.
DIAVIK COST OF SALES AND GROSS MARGIN
The Company's second quarter cost of sales for the Diavik Diamond Mine was $68.3 million resulting in a gross margin of 25.1% compared to a cost of sales of $46.8 million and a gross margin of 23.9% in the comparable quarter of the prior year. Cost of sales for the second quarter included $21.6 million of depreciation and amortization compared to $12.4 million in the comparable quarter of the prior year. The increase in depreciation and amortization is due in part to the higher costs associated with underground mining. This segment generated gross margins and EBITDA margin of 25.1% and 47%, respectively, compared to 23.9% and 43%, respectively, in the comparable quarter of the prior year. The gross margin is anticipated to fluctuate between quarters, resulting from variations in the specific mix of product sold during each quarter and rough diamond prices.
A substantial portion of consolidated cost of sales is mining operating costs, which are incurred at the Diavik Diamond Mine. During the second quarter, the Diavik cash cost of production was $38.9 million compared to $40.6 million in the comparable quarter of the prior year. Cost of sales also includes sorting costs, which consists of the Company's cost of handling and sorting product in preparation for sales to third parties, and depreciation and amortization, the majority of which is recorded using the unit-of-production method over estimated proven and probable reserves.
The MD&A refers to cash cost of production, a non-IFRS performance measure, in order to provide investors with information about the measure used by management to monitor performance. This information is used to assess how well the Diavik Diamond Mine is performing compared to the mine plan and prior periods. Cash cost of production includes mine site operating costs such as mining, processing and administration, but is exclusive of amortization, capital, and exploration and development costs. Cash cost of production does not have any standardized meaning prescribed by IFRS and differs from measures determined in accordance with IFRS. This performance measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of net profit or cash flow from operations as determined under IFRS. The following table provides a reconciliation of cash cost of production to the Diavik Diamond Mine's cost of sales disclosed for the three months ended July 31, 2013 and 2012.
Three months
(expressed in thousands of United ended Three months ended
States dollars) July 31, 2013 July 31, 2012
Diavik cash cost of production $ 38,887 $ 40,594
Private royalty 1,730 1,089
Other cash costs 889 602
Total cash cost of production 41,506 42,285
Depreciation and amortization 18,539 16,015
Total cost of production 60,045 58,300
Adjusted for stock movements 8,283 (11,516)
Total cost of sales $ 68,328 $ 46,784
DIAVIK SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses for the Diavik Diamond Mine segment during the quarter was $1.4 million compared to $1.1 million in the comparable quarter of the prior year.
Six Months Ended July 31, 2013 Compared to Six Months Ended July 31, 2012
DIAVIK SALES
During the six months ended July 31, 2013, the Company sold approximately 1.5 million carats from the Diavik Diamond Mine for a total of $180.2 million for an average price per carat of $121 compared to 1.4 million carats for a total of $150.5 million for an average price per carat of $104 in the comparable period of the prior year. The 17% increase in the Company's achieved average rough diamond prices resulted primarily from the sale during the first quarter of the prior year of almost all of the remaining lower priced goods originally held back in inventory by the Company at October 31, 2011 due to an oversupply in the market at that time. The 3% increase in volume of carats sold was due primarily to two offsetting factors that impacted the comparable period of the prior year: first, an increase in volume of carats sold from the sale during the first quarter of the prior year of almost of all of the remaining lower priced goods originally held back in inventory at October 31, 2011; and second, a decrease in volume of carats sold due to the decision in the second quarter of the prior year to hold some inventory from all price ranges until stability returned to the rough diamond market.
DIAVIK COST OF SALES AND GROSS MARGIN
The Company's cost of sales for the Diavik Diamond Mine for the six months ended July 31, 2013, was $130.2 million resulting in a gross margin of 27.7% compared to a cost of sales of $116.9 million and a gross margin of 22.3% in the comparable period of the prior year. Cost of sales for the six months ended July 31, 2013 included $41.2 million of depreciation and amortization compared to $34.0 million in the comparable period of the prior year. This segment generated gross margins and EBITDA margins of sales of 27.7% and 49%, respectively, compared to 22.3% and 44%, respectively, in the comparable period of the prior year. The gross margin is anticipated to fluctuate between quarters, resulting from variations in the specific mix of product sold during each quarter and rough diamond prices.
A substantial portion of consolidated cost of sales is mining operating costs, which are incurred at the Diavik Diamond Mine. During the six months ended July 31, 2013, the Diavik cash cost of production was $81.8 million compared to $84.6 million in the comparable period of the prior year. Cost of sales also includes sorting costs, which consists of the Company's cost of handling and sorting product in preparation for sales to third parties, and depreciation and amortization, the majority of which is recorded using the unit-of-production method over estimated proven and probable reserves.
The MD&A refers to cash cost of production, a non-IFRS performance measure, in order to provide investors with information about the measure used by management to monitor performance. This information is used to assess how well the Diavik Diamond Mine is performing compared to the mine plan and prior periods. Cash cost of production includes mine site operating costs such as mining, processing and administration, but is exclusive of amortization, capital, and exploration and development costs. Cash cost of production does not have any standardized meaning prescribed by IFRS and differs from measures determined in accordance with IFRS. This performance measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of net profit or cash flow from operations as determined under IFRS. The following table provides a reconciliation of cash cost of production to the Diavik Diamond Mine's cost of sales disclosed for the six months ended July 31, 2013 and 2012.
Six months Six months
(expressed in thousands of United ended ended
States dollars) July 31, 2013 July 31, 2012
Diavik cash cost of production $ 81,806 $ 84,630
Private royalty 2,924 3,727
Other cash costs 1,959 2,031
Total cash cost of production 86,689 90,388
Depreciation and amortization 41,448 29,786
Total cost of production 128,137 120,174
Adjusted for stock movements 2,079 (3,291)
Total cost of sales $ 130,216 $ 116,883
DIAVIK SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses for the Diavik Diamond Mine segment for the six months ended July 31, 2013 was $2.5 million compared to $2.0 million in the comparable period of the prior year.
OPERATIONAL UPDATE
Production for the second calendar quarter at the Diavik Diamond Mine was 1.6 million carats (at 100%) compared to 1.8 million in the second calendar quarter of the prior year. Total production includes reprocessed plant rejects ("RPR"), which are not included in the Company's reserves and resource statement and are therefore incremental to production.
DOMINION DIAMOND DIAVIK LIMITED PARTNERSHIP'S 40% SHARE OF DIAVIK DIAMOND MINE PRODUCTION
(reported on a one-month lag)
For the three months ended June
30, 2013
Ore
Processed
(000s Carats Grade
Pipe tonnes) (000s) (carats/tonne)
A-154 South 61 229 3.79
A-154 North 69 130 1.89
A-418 80 232 2.89
RPR 1 33 -
Total 211 624 2.82[a]
[a] Grade has been adjusted to exclude RPR
For the three months ended June
30, 2012
Ore
Processed
(000s Carats Grade
Pipe tonnes) (000s) (carats/tonne)
A-154 South 13 54 4.28
A-154 North 28 58 2.04
A-418 174 604 3.47
RPR - - -
Total 215 716 3.33[a]
[a] Grade has been adjusted to exclude RPR
For the six months ended June 30,
2013
Ore
Processed
(000s Carats Grade
Pipe tonnes) (000s) (carats/tonne)
A-154 South 120 524 4.36
A-154 North 138 296 2.15
A-418 151 506 3.35
RPR 3 76 -
Total 412 1,402 3.24[a]
[a] Grade has been adjusted to exclude RPR
For the six months ended June 30,
2012
Ore
Processed
(000s Carats Grade
Pipe tonnes) (000s) (carats/tonne)
A-154 South 28 104 3.70
A-154 North 69 128 1.85
A-418 329 1,095 3.33
RPR 1 32 -
Total 427 1,359 3.12[a]
[a] Grade has been adjusted to exclude RPR
Diavik Operations Outlook
PRODUCTION
The approved and updated mine plan for the Diavik Diamond Mine for calendar 2013 currently foresees production of approximately 7.3 million carats from the mining of approximately 1.8 million tonnes of ore and the processing of approximately 2.2 million tonnes of material from both mining and stockpiles. The approximately 22% increase in carats in expected production for calendar 2013, as compared to the original plan of approximately 6 million carats, results from both the expected processing of more stockpiled ore and an increase in underground mining velocity during the calendar year. Planned mining activities will be exclusively underground with approximately 0.7 million tonnes expected to be sourced from A-154 North, approximately 0.5 million tonnes from A-154 South and approximately 0.6 million tonnes from A-418 kimberlite pipes. Included in the estimated production for calendar 2013 is approximately 0.4 million carats from RPR and 0.1 million carats from the improved recovery process for small diamonds. These RPR and small diamond recoveries are not included in the Company's reserves and resource statement and are therefore incremental to production.
PRICING
Based on prices from the Company's rough diamond sales during the second quarter and the current diamond recovery profile of the Diavik processing plant, the Company has modeled the current approximate rough diamond price per carat for each of the Diavik ore types in the table that follows:
Sales cycle ended
July 2013
average price per
carat
Ore type (in US dollars)
A-154 South $ 140
A-154 North 180
A-418 100
RPR 50
COST OF SALES AND CASH COST OF PRODUCTION
Based on the current mine plan for the Diavik Diamond Mine for calendar 2013, the Company currently expects cost of sales for the Diavik Diamond Mine in fiscal 2014 to be approximately $280 million (including depreciation and amortization of approximately $95 million). The Company's share of the cash cost of production at the Diavik Diamond Mine for calendar 2013 is expected to be approximately $170 million at an assumed average Canadian/US dollar exchange rate of $1.02.
CAPITAL EXPENDITURES
Based on the current mine plan for the Diavik Diamond Mine for calendar 2013, the Company currently expects DDDLP's 40% share of the planned capital expenditures for the Diavik Diamond Mine in fiscal 2014 to be approximately $26 million, assuming an average Canadian/US dollar exchange rate of $1.02. During the second quarter, DDDLP's share of capital expenditures was $5.6 million ($16.5 million for the six months ended July 31, 2013).
Ekati Diamond Mine
This segment includes the production, sorting and sale of rough diamonds from the Ekati Diamond Mine.
(expressed in thousands of United States dollars)
(unaudited)
2014 2014 2013 2013 2013
Q2 Q1 Q4 Q3 Q2
Sales
Europe $ 170,536 $ 19,921 $ - $ - -
Total sales 170,536 19,921 - - -
Cost of sales 166,044 19,647 - - -
Gross margin 4,492 274 - - -
Gross margin
(%) 2.6% 1.4% -% -% -%
Selling,
general and
administrative
expenses 676 520 - - -
Operating
profit (loss) $ 3,816 $ (246) $ - $ - $ - $
Depreciation
and
amortization
[(i)] 10,513 - - - -
EBITDA [(ii)] $ 14,329 $ (246) $ - $ - $ - $
(expressed in thousands of United States dollars)
(unaudited)
Six Six
months months
ended ended
July July
2013 2012 2012 31, 31,
Q1 Q4 Q3 2013 2012
Sales
Europe - $ - $ - $ 190,457 $ -
Total sales - - - 190,457 -
Cost of sales - - - 185,691 -
Gross margin - - - 4,766 -
Gross margin
(%) -% -% -% 2.5% -%
Selling,
general and
administrative
expenses - - - 1,196 -
Operating
profit (loss) - $ - $ - $ 3,570 $ -
Depreciation
and
amortization
[i] - - - 10,513 -
EBITDA [ii] - $ - $ - $ 14,083 $ -
[i] Depreciation and amortization included in cost of sales and selling, general and administrative expenses. All sales are related to inventory purchased as a part of the Ekati Diamond Mine Acquisition, and accordingly are accounted for as cash cost of sales.
[ii] Earnings before interest, taxes, depreciation and amortization ("EBITDA"). See "Non-IFRS Measure" on page 20.
Three months ended July 31, 2013
EKATI SALES
During the second quarter, the Company sold approximately 0.6 million carats from the Ekati Diamond Mine for a total of $170.5 million for an average price per carat of $289. The volume of carats sold during the quarter was higher than what the Company would anticipate going forward as a result of the shortening during the quarter of the sorting and selling cycle that had been in place at the time of the Ekati Diamond Mine Acquisition, which increased the volume of carats available for sale. At July 31, 2013, the Company had 0.4 million carats of Ekati Diamond Mine produced inventory with an estimated market value of approximately $135 million.
EKATI COST OF SALES AND GROSS MARGIN
The Company's cost of sales for the Ekati Diamond Mine during the second quarter was $166.0 million, resulting in a gross margin of 2.6%. Cost of sales for the second quarter was impacted by the sale of inventory that was recorded at market value as a result of the Ekati Diamond Mine Acquisition. The Company estimates the cost of sales would have been approximately $152 million during the second quarter if the effect of the market value adjustment made as part of the Ekati Diamond Mine Acquisition was excluded. The Company estimates that gross margins and EBITDA margin would have been 11.0% and 30%, respectively if the effect of the market value adjustment made as part of the Ekati Diamond Mine Acquisition was excluded. The gross margin is anticipated to fluctuate between quarters, resulting from variations in the specific mix of product sold during each quarter, rough diamond prices and the continued sale of inventory purchased at market values as part of the Ekati Diamond Mine Acquisition.
Consolidated cost of sales includes mining operating costs incurred at the Ekati Diamond Mine. During the second quarter, the Ekati cash cost of production was $94.1 million. Cost of sales also includes sorting costs, which consists of the Company's cost of handling and sorting product in preparation for sales to third parties, and depreciation and amortization, the majority of which is recorded using the unit-of-production method over estimated proven and probable reserves.
The MD&A refers to cash cost of production, a non-IFRS performance measure, in order to provide investors with information about the measure used by management to monitor performance. This information is used to assess how well the Ekati Diamond Mine is performing compared to the mine plan and prior periods. Cash cost of production includes mine site operating costs such as mining, processing and administration, but is exclusive of amortization, capital, and exploration and development costs. Cash cost of production does not have any standardized meaning prescribed by IFRS and differs from measures determined in accordance with IFRS. This performance measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of net profit or cash flow from operations as determined under IFRS. The following table provides a reconciliation of cash cost of production to the Ekati Diamond Mine's operations' cost of sales disclosed for the three months ended July 31, 2013.
Three Months Ended
(expressed in thousands of United States dollars) July 31, 2013
Ekati cash cost of production $ 94,128
Other cash costs including inventory acquisition 1,837
Total cash cost of production 95,965
Depreciation and amortization 25,286
Total cost of production 121,251
Adjusted for stock movements 44,793
Total cost of sales $ 166,044
EKATI SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses for the Ekati Diamond Mine segment for the quarter were $0.7 million.
Period from April 10 to July 31, 2013
EKATI SALES
During the period from April 10 to July 31, 2013, the Company sold approximately 0.6 million carats from the Ekati Diamond Mine for a total of $190.5 million for an average price per carat of $317.
Had the Company sold only the last production shipped in the second quarter, the estimated achieved price would have been approximately $304 per carat based on the prices achieved in the July 2013 sale.
EKATI COST OF SALES AND GROSS MARGIN
The Company's cost of sales for the Ekati Diamond Mine for the period from April 10 to July 31, 2013, was $185.7 million, resulting in a gross margin of 2.5%. Cost of sales was impacted by the sale of inventory that was recorded at market value as a result of the Ekati Diamond Mine Acquisition. The Company estimates that the cost of sales would have been approximately $169 million during the period if the effect of the market value adjustment made as part of the Ekati Diamond Mine Acquisition was excluded. The Company estimates that gross margins and EBITDA margins of sales would have been 11.1% and 30%, respectively if the effect of the market value adjustment made as part of the Ekati Diamond Mine Acquisition was excluded. The gross margin is anticipated to fluctuate between quarters, resulting from variations in the specific mix of product sold during each quarter, rough diamond prices and the continued sale of inventory purchased at market values as part of the Ekati Diamond Mine Acquisition.
A substantial portion of consolidated cost of sales is mining operating costs, which are incurred at the Ekati Diamond Mine. During the period from April 10 to July 31, 2013, the Ekati cash cost of production was $111.5 million. Cost of sales also includes sorting costs, which consists of the Company's cost of handling and sorting product in preparation for sales to third parties, and depreciation and amortization, the majority of which is recorded using the unit-of-production method over estimated proven and probable reserves.
The MD&A refers to cash cost of production, a non-IFRS performance measure, in order to provide investors with information about the measure used by management to monitor performance. This information is used to assess how well the Ekati Diamond Mine is performing compared to the mine plan and prior periods. Cash cost of production includes mine site operating costs such as mining, processing and administration, but is exclusive of amortization, capital, and exploration and development costs. Cash cost of production does not have any standardized meaning prescribed by IFRS and differs from measures determined in accordance with IFRS. This performance measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of net profit or cash flow from operations as determined under IFRS. The following table provides a reconciliation of cash cost of production to the Ekati Diamond Mine's operations' cost of sales disclosed for the period April 10 to July 31, 2013.
Period April 10 to
(expressed in thousands of United States dollars) July 31, 2013
Ekati cash cost of production $ 111,509
Other cash costs including inventory acquisition 155,849
Total cash cost of production 267,358
Depreciation and amortization 31,830
Total cost of production 299,188
Adjusted for stock movements (113,497)
Total cost of sales $ 185,691
EKATI SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses for the Ekati Diamond Mine segment for the period from April 10 to July 31, 2013 were $1.2 million.
OPERATIONAL UPDATE
Production for the second calendar quarter at the Ekati Diamond Mine was 0.4 million carats at 100%. The development of the Misery Pipe is continuing. As of July 31, 2013, the Company had processed approximately 0.04 million tonnes of material excavated as part of the waste stripping for advancing the pit profile of the Misery Pipe, and has recovered approximately 0.04 million carats of diamonds from this material. These diamond recoveries, all of which occurred after June 30, 2013, are not included in the Company's reserves and resource statement and are therefore incremental to production.
EKATI DIAMOND MINE PRODUCTION (80% SHARE)
(this table reported on a one-month lag)
For the period from April 10,
2013 (date of acquisition) to
June 30, 2013
Ore Processed Carats Grade
Pipe (000s tonnes) (000s) (carats/tonne)
Koala Phase 5 50 19 0.38
Koala Phase 6 26 34 1.30
Koala North 75 59 0.78
Fox 613 199 0.33
Total 764 311 0.41
Ekati Operations Outlook
PRODUCTION
The approved and updated mine plan and budget for the Ekati Diamond Mine foresees production (on a 100% basis) for the period from April 10, 2013 to the calendar 2013 year-end of approximately 1.0 million carats from the mining of approximately 3.6 million tonnes from mineral reserve, and the processing of approximately 3.3 million tonnes, with some material being made up of diamond bearing kimberlite from a satellite body in the Misery open pit that is excavated as part of the waste stripping as the pit profile is advanced. Planned mining activities include approximately 0.3 million tonnes expected to be sourced from Koala Phase 5, approximately 0.3 million tonnes from Koala Phase 6, approximately 0.3 million tonnes from Koala North and approximately 2.7 million tonnes from Fox.
PRICING
Based on prices from the Company's rough diamond sales during July and the current diamond recovery profile of the Ekati processing plant, the Company has modeled the current approximate rough diamond price per carat for each of the Ekati ore types in the table that follows:
Sales cycle ended
July 2013
average price per
carat
Ore type (in US dollars)
Koala Phase 5 $ 350
Koala Phase 6 405
Koala North 420
Fox 305
COST OF SALES AND CASH COST OF PRODUCTION
Based on the current mine plan for the Ekati Diamond Mine for the period from April 10, 2013 to the fiscal 2014 year-end, the Company currently expects cost of sales at the Ekati Diamond Mine in fiscal 2014 to be approximately $405 million (including depreciation and amortization of approximately $50 million). The cash cost of production at the Ekati Diamond Mine for fiscal 2014 is expected to be approximately $320 million at an assumed average Canadian/US dollar exchange rate of $1.02.
CAPITAL EXPENDITURES
The planned capital expenditures for the Ekati Diamond Mine for the period from April 10, 2013 to the fiscal 2014 year-end are expected to be approximately $85 million at an assumed average Canadian/US dollar exchange rate of $1.02. The currently expected capital expenditures include approximately $40 million for the continued development of the Misery Pipe, consisting largely of mining costs to achieve ore release. During the second quarter, capital expenditures were approximately $28.2 million ($37.0 million for the period from April 10, 2013 to July 31, 2013).
Corporate
The Corporate segment captures costs not specifically related to the operations of the Diavik and Ekati diamond mines.
(expressed in thousands of United States dollars) (unaudited)
2014 2014 2013 2013 2013
Q2 Q1 Q4 Q3 Q2
Sales $ - $ - $ - $ - $ -
Cost of sales - - - - -
Gross margin - - - - -
Gross margin
(%) -% -% -% -% -%
Selling,
general and
administrative
expenses 12,971 15,213 8,227 6,302 4,700
Operating loss $ (12,971) $ (15,213) $ (8,227) $ (6,302) $ (4,700)
Depreciation
and
amortization
[(i)] 363 305 304 306 286
EBITDA [(ii)] $ (12,608) $ (14,908) $ (7,923) $ (5,996) $ (4,414)
(expressed in thousands of United States dollars) (unaudited)
Six months Six months
2013 2012 2012 ended July 31, ended July 31,
Q1 Q4 Q3 2013 2012
Sales $ - $ - $ - $ - $ -
Cost of sales - - - - -
Gross margin - - - - -
Gross margin
(%) -% -% -% -% -%
Selling,
general and
administrative
expenses 5,767 4,153 4,364 28,184 10,467
Operating loss $ (5,767) $ (4,153) $ (4,364) $ (28,184) $ (10,467)
Depreciation
and
amortization
[i] 296 434 223 668 582
EBITDA [ii] $ (5,471) $ (3,719) $ (4,141) $ (27,516) $ (9,885)
[i] Depreciation and amortization included in cost of sales and selling, general and administrative expenses.
[ii] Earnings before interest, taxes, depreciation and amortization ("EBITDA"). See "Non-IFRS Measure" on page 20.
Three Months Ended July 31, 2013 Compared to Three Months Ended July 31, 2012
CORPORATE SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses for the Corporate segment during the quarter increased by $8.3 million from the comparable quarter of the prior year. The increase from the comparable quarter of the prior year was primarily due to $6.0 million of restructuring costs at the Antwerp, Belgium office, related to the Ekati Diamond Mine Acquisition.
Six Months Ended July 31, 2013 Compared to Six Months Ended July 31, 2012
CORPORATE SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses for the Corporate segment during the six months ended July 31, 2013 increased by $17.7 million from the comparable period of the prior year. The increase from the comparable period of the prior year was primarily due to $11.2 million of transaction costs and $6.0 million of restructuring costs at the Antwerp, Belgium office, related in each case to the Ekati Diamond Mine Acquisition.
DISCONTINUED OPERATIONS
On March 26, 2013, the Company completed the disposition of its luxury brand segment to Swatch Group. As a result, the Company's consolidated results no longer include the operations of the luxury brand segment and the results of the luxury brand segment are now treated as discontinued operations for reporting purposes. Current and prior period results have been restated to reflect this change.
Liquidity and Capital Resources
Working Capital
As at July 31, 2013, the Company had unrestricted cash and cash equivalents of $224.2 million and restricted cash of $123.4 million compared to $104.3 million and $nil at January 31, 2013. The restricted cash is used to support letters of credit to the Government of Canada of CDN $127 million in support of the reclamation obligations for the Ekati Diamond Mine. During the quarter ended July 31, 2013, the Company reported cash from operations of $105.1 million compared to $8.6 million in the comparable period of the prior year.
Working capital increased to $490.0 million at July 31, 2013 from $361.5 million at January 31, 2013. During the quarter, the Company decreased accounts receivable from continuing operations by $0.6 million, decreased other current assets from continuing operations by $0.6 million, decreased inventory and supplies from continuing operations by $101.7 million, decreased trade and other payables from continuing operations by $16.2 million and decreased employee benefit plans from continuing operations by $0.2 million.
The Company's liquidity requirements fluctuate from quarter to quarter depending on, among other factors, the seasonality of production at the Company's mineral properties, seasonality of mine operating expenses, capital expenditure programs, the number of rough diamond sales events conducted during the quarter, and the volume, size and quality distribution of rough diamonds delivered from the Company's mineral properties and sold by the Company in each quarter.
The Company assesses liquidity and capital resources on a consolidated basis. The Company's requirements are for cash operating expenses, working capital, contractual debt requirements and capital expenditures. The Company believes that it will generate sufficient liquidity to meet its anticipated requirements for the next twelve months.
Financing Activities
On May 31, 2013, the Company repaid its senior secured revolving credit facility with Standard Chartered Bank and cancelled this facility.
In connection with the Ekati Diamond Mine Acquisition on April 10, 2013, the Company arranged new secured credit facilities with The Royal Bank of Canada and Standard Chartered Bank consisting of a $400 million term loan, a $100 million revolving credit facility and a $140 million letter of credit facility (expandable to $265 million in aggregate). The Company ultimately determined to fund the Ekati Diamond Mine Acquisition by way of cash on hand and did not draw on these new facilities. These credit facilities were cancelled during the second quarter.
As at July 31, 2013, $nil was outstanding under the Company's revolving financing facility relating to its Belgian subsidiary, Dominion Diamond International NV, and its Indian subsidiary, Dominion Diamond (India) Private Limited, compared to $nil and $1.1 million, respectively, at January 31, 2013.
Investing Activities
During the second quarter, the Company purchased property, plant and equipment of $33.8 million for its continuing operations, of which $5.6 million was purchased for the Diavik Diamond Mine and $28.2 million for the Ekati Diamond Mine.
Contractual Obligations
The Company has contractual payment obligations with respect to interest-bearing loans and borrowings and, through its participation in the Diavik Joint Venture and the Ekati Diamond Mine, future site restoration costs at both the Ekati and Diavik Diamond Mine level. Additionally, at the Diavik Joint Venture level, contractual obligations exist with respect to operating purchase obligations, as administered by DDMI, the operator of the mine. In order to maintain its 40% ownership interest in the Diavik Diamond Mine, DDDLP is obligated to fund 40% of the Diavik Joint Venture's total expenditures on a monthly basis. Not reflected in the table below are currently estimated capital expenditures for the calendar years 2013 to 2017 of approximately $70 million in the aggregate assuming a Canadian/US average exchange rate of $1.00 for each of the five years and representing DDDLP's current projected share of the currently planned capital expenditures (excluding the A-21 pipe) at the Diavik Diamond Mine. Also not reflected are any capital expenditures for the Ekati Diamond Mine. The most significant contractual obligations for the ensuing five-year period can be summarized as follows:
Contractual
Obligations Less than Year Year After
(expressed in
thousands of United
States dollars) Total 1 year 2-3 4-5 5 years
Interest-bearing
loans and borrowings
(a)(b) $ 6,179 $ 1,196 $ 2,392 $ 2,392 $ 199
Environmental and
participation
agreements
incremental
commitments (c) 215,690 206,438 4,677 - 4,575
Operating lease
obligations (d) 18,945 5,040 9,847 4,058 -
Total contractual
obligations $ 240,814 $ 212,674 $ 16,916 $ 6,450 $ 4,774
(a) (i) Interest-bearing loans and borrowings presented in the foregoing
table include current and long-term portions. The Company does not
have any credit facilities.
(ii) The Company has available a $45.0 million revolving financing
facility (utilization in either US dollars or Euros) with Antwerp
Diamond Bank for inventory and receivables funding in connection with
marketing activities through its Belgian subsidiary, Dominion Diamond
International NV, and its Indian subsidiary, Dominion Diamond (India)
Private Limited. Borrowings under the Belgian facility bear interest
at the bank's base rate plus 1.5%. Borrowings under the Indian
facility bear an interest rate of 13.5%. At July 31, 2013, $nil was
outstanding under this facility relating to Dominion Diamond
International NV and Dominion Diamond (India) Private Limited. The
facility is guaranteed by Dominion Diamond Corporation.
(iii) The Company's first mortgage on real property has scheduled
principal payments of approximately $0.2 million quarterly, may be
prepaid at any time, and matures on September 1, 2018. On July 31,
2013, $5.1 million was outstanding on the mortgage payable.
(b) Interest on loans and borrowings is calculated at various fixed and
floating rates. Projected interest payments on the current debt
outstanding were based on interest rates in effect at July 31, 2013,
and have been included under interest-bearing loans and borrowings in
the table above. Interest payments for the next twelve months are
approximated to be $0.4 million.
(c) Both the Diavik Joint Venture and Ekati Diamond Mine, under
environmental and other agreements, must provide funding for the
Environmental Monitoring Advisory Board. These agreements also state
that the mines must provide security deposits for the performance of
their reclamation and abandonment obligations under all environmental
laws and regulations. The operator of the Diavik Joint Venture has
fulfilled such obligations for the security deposits by posting
letters of credit, of which DDDLP's share as at July 31, 2013 was $63
million based on its 40% ownership interest in the Diavik Diamond
Mine. There can be no assurance that the operator will continue its
practice of posting letters of credit in fulfillment of this
obligation, in which event DDDLP would be required to post its
proportionate share of such security directly, which would result in
additional constraints on liquidity. The requirement to post security
for the reclamation and abandonment obligations may be reduced to the
extent of amounts spent by the Diavik Joint Venture on those
activities. The Company has posted letters of credit of CDN $127
million with the Government of Canada supported by restricted cash in
support of the reclamation obligations for the Ekati Diamond Mine.
Both the Diavik and Ekati Diamond Mines have also signed participation
agreements with various native groups. These agreements are expected
to contribute to the social, economic and cultural well-being of area
Aboriginal bands. The actual cash outlay for obligations of the Diavik
Joint Venture under these agreements is not anticipated to occur until
later in the life of the mine. The actual cash outlay in respect of
the Ekati Diamond Mine under these agreements includes annual payments
and special project payments during the operation of the Ekati Diamond
Mine.
(d) Operating lease obligations represent future minimum annual rentals
under non-cancellable operating leases at the Ekati Diamond Mine.
Non-IFRS Measures
In addition to discussing earnings measures in accordance with IFRS, the MD&A provides the following non-IFRS measures, which are also used by management to monitor and evaluate the performance of the Company.
Cash Cost of Production
The MD&A refers to cash cost of production, a non-IFRS performance measure, in order to provide investors with information about the measure used by management to monitor performance. This information is used to assess how well each of the Diavik Diamond Mine and Ekati Diamond Mine is performing compared to the mine plan and prior periods. Cash cost of production includes mine site operating costs such as mining, processing and administration, but is exclusive of amortization, capital, and exploration and development costs. Cash cost of production does not have any standardized meaning prescribed by IFRS and differs from measures determined in accordance with IFRS. This performance measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This measure is not necessarily indicative of net profit or cash flow from operations as determined under IFRS.
EBITDA
The term EBITDA (earnings before interest, taxes, depreciation and amortization) does not have a standardized meaning according to IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company defines EBITDA as sales minus cost of sales and selling, general and administrative expenses, meaning it represents operating profit before depreciation and amortization.
EBITDA and EBITDA margin are measures commonly reported and widely used by investors and analysts as an indicator of the Company's operating performance and ability to incur and service debt and as a valuation metric. EBITDA margin is defined as the ratio obtained by dividing EBITDA by sales and is a measurement for cash margins.
CONSOLIDATED
(expressed in
thousands of
United States
dollars)
(unaudited)
2014 2014 2013 2013
Q2 Q1 Q4 Q3
Operating profit
(loss) from
continuing
operations $ 12,375 $ 10,459 $ 20,987 $ 5,574
Depreciation and
amortization 32,644 20,211 24,346 20,588
EBITDA from
continuing
operations $ 45,019 $ 30,670 $ 45,333 $ 26,162
DIAVIK DIAMOND
MINE SEGMENT
(expressed in
thousands of
United States
dollars)
(unaudited)
2014 2014 2013 2013
Q2 Q1 Q4 Q3
Operating profit $ 21,530 $ 25,918 $ 29,213 $ 11,876
Depreciation and
amortization 21,768 19,906 24,042 20,283
EBITDA $ 43,298 $ 45,824 $ 53,255 $ 32,159
EKATI DIAMOND MINE
SEGMENT
(expressed in
thousands of
United States
dollars)
(unaudited)
2014 2014 2013 2013
Q2 Q1 Q4 Q3
Operating profit
(loss) $ 3,816 $ (246) $ - $ -
Depreciation and
amortization 10,513 - - -
EBITDA $ 14,329 $ (246) $ - $ -
CORPORATE SEGMENT
(expressed in
thousands of
United States
dollars)
(unaudited)
2014 2014 2013 2013
Q2 Q1 Q4 Q3
Operating loss $ (12,971) $ (15,213) $ (8,227) $ (6,302)
Depreciation and
amortization 363 305 304 306
EBITDA $ (12,608) $ (14,908) $ (7,923) $ (5,996)
(expressed
in thousands
of United
States
dollars)
(unaudited)
Six Six
months months
ended ended
2013 2013 2012 2012 July 31, July 31,
Q2 Q1 Q4 Q3 2013 2012
Operating
profit
(loss) from
continuing
operations $ 8,939 $ 12,171 $ 23,985 $ (3,263) $ 22,835 $ 21,110
Depreciation
and
amortization 13,160 22,172 24,284 19,933 52,855 35,332
EBITDA from
continuing
operations $ 22,099 $ 34,343 $ 48,269 $ 16,670 $ 75,690 $ 56,442
DIAVIK
DIAMOND MINE
SEGMENT
(expressed
in thousands
of United
States
dollars)
(unaudited)
Six Six
months months
ended ended
2013 2013 2012 2012 July 31, July 31,
Q2 Q1 Q4 Q3 2013 2012
Operating
profit $ 13,639 $ 17,938 $ 28,141 $ 1,101 $ 47,449 $ 31,576
Depreciation
and
amortization 12,874 21,876 23,849 19,709 41,674 34,750
EBITDA $ 26,513 $ 39,814 $ 51,990 $ 20,810 $ 89,123 $ 66,326
EKATI
DIAMOND MINE
SEGMENT
(expressed
in thousands
of United
States
dollars)
(unaudited)
Six Six
months months
ended ended
2013 2013 2012 2012 July 31, July 31,
Q2 Q1 Q4 Q3 2013 2012
Operating
profit
(loss) $ - $ - $ - $ - $ 3,570 $ -
Depreciation
and
amortization - - - - 10,513 -
EBITDA $ - $ - $ - $ - $ 14,083 $ -
CORPORATE
SEGMENT
(expressed
in thousands
of United
States
dollars)
(unaudited)
Six Six
months months
ended ended
2013 2013 2012 2012 July 31, July 31,
Q2 Q1 Q4 Q3 2013 2012
Operating
loss $ (4,700) $ (5,767) $ (4,153) $ (4,364) $ (28,184) $ (10,467)
Depreciation
and
amortization 286 296 434 223 668 582
EBITDA $ (4,414) $ (5,471) $ (3,719) $ (4,141) $ (27,516) $ (9,885)
Risks and Uncertainties
Dominion Diamond Corporation is subject to a number of risks and uncertainties as a result of its operations. In addition to the other information contained in this MD&A and the Company's other publicly filed disclosure documents, readers should give careful consideration to the following risks, each of which could have a material adverse effect on the Company's business prospects or financial condition.
Nature of Mining
The Company's mining operations are subject to risks inherent in the mining industry, including variations in grade and other geological differences, unexpected problems associated with required water retention dikes, water quality, surface and underground conditions, processing problems, equipment performance, accidents, labour disputes, risks relating to the physical security of the diamonds, force majeure risks and natural disasters. Particularly with underground mining operations, inherent risks include variations in rock structure and strength as it impacts on mining method selection and performance, de-watering and water handling requirements, achieving the required crushed rock-fill strengths, and unexpected local ground conditions. Hazards, such as unusual or unexpected rock formations, rock bursts, pressures, collapses, flooding or other conditions, may be encountered during mining. Such risks could result in personal injury or fatality; damage to or destruction of mining properties, processing facilities or equipment; environmental damage; delays, suspensions or permanent reductions in mining production; monetary losses; and possible legal liability.
The Company's mineral properties, because of their remote northern location and access only by winter road or by air, are subject to special climate and transportation risks. These risks include the inability to operate or to operate efficiently during periods of extreme cold, the unavailability of materials and equipment, and increased transportation costs due to the late opening and/or early closure of the winter road. Such factors can add to the cost of mine development, production and operation and/or impair production and mining activities, thereby affecting the Company's profitability.
Nature of Interest in Diavik Diamond Mine
DDDLP holds an undivided 40% interest in the assets, liabilities and expenses of the Diavik Diamond Mine and the Diavik group of mineral claims. The Diavik Diamond Mine and the exploration and development of the Diavik group of mineral claims is a joint arrangement between DDMI (60%) and DDDLP (40%), and is subject to the risks normally associated with the conduct of joint ventures and similar joint arrangements. These risks include the inability to exert influence over strategic decisions made in respect of the Diavik Diamond Mine and the Diavik group of mineral claims, including the inability to control the timing and scope of capital expenditures, and risks that DDMI may change the mine plan. By virtue of DDMI's 60% interest in the Diavik Diamond Mine, it has a controlling vote in virtually all Diavik Joint Venture management decisions respecting the development and operation of the Diavik Diamond Mine and the development of the Diavik group of mineral claims. Accordingly, DDMI is able to determine the timing and scope of future project capital expenditures, and therefore is able to impose capital expenditure requirements on DDDLP that the Company may not have sufficient cash to meet. A failure to meet capital expenditure requirements imposed by DDMI could result in DDDLP's interest in the Diavik Diamond Mine and the Diavik group of mineral claims being diluted.
Diamond Prices and Demand for Diamonds
The profitability of the Company is dependent upon the Company's mineral properties and the worldwide demand for and price of diamonds. Diamond prices fluctuate and are affected by numerous factors beyond the control of the Company, including worldwide economic trends, worldwide levels of diamond discovery and production, and the level of demand for, and discretionary spending on, luxury goods such as diamonds. Low or negative growth in the worldwide economy, renewed or additional credit market disruptions, natural disasters or the occurrence of terrorist attacks or similar activities creating disruptions in economic growth could result in decreased demand for luxury goods such as diamonds, thereby negatively affecting the price of diamonds. Similarly, a substantial increase in the worldwide level of diamond production or the release of stocks held back during recent periods of lower demand could also negatively affect the price of diamonds. In each case, such developments could have a material adverse effect on the Company's results of operations.
Cash Flow and Liquidity
The Company's liquidity requirements fluctuate from quarter to quarter and year to year depending on, among other factors, the seasonality of production at the Company's mineral properties, the seasonality of mine operating expenses, exploration expenses, capital expenditure programs, the number of rough diamond sales events conducted during the quarter, and the volume, size and quality distribution of rough diamonds delivered from the Company's mineral properties and sold by the Company in each quarter. The Company's principal working capital needs include investments in inventory, prepaid expenses and other current assets, and accounts payable and income taxes payable. There can be no assurance that the Company will be able to meet each or all of its liquidity requirements. A failure by the Company to meet its liquidity requirements could result in the Company failing to meet its planned development objectives, or in the Company being in default of a contractual obligation, each of which could have a material adverse effect on the Company's business prospects or financial condition.
Economic Environment
The Company's financial results are tied to the global economic conditions and their impact on levels of consumer confidence and consumer spending. The global markets have experienced the impact of a significant US and international economic downturn since autumn 2008. A return to a recession or weak recovery, due to recent disruptions in financial markets in the US, the Eurozone or elsewhere, budget policy issues in the US and upheavals in the Middle East, could cause the Company to experience revenue declines due to deteriorated consumer confidence and spending, and a decrease in the availability of credit, which could have a material adverse effect on the Company's business prospects or financial condition. The credit facilities essential to the diamond polishing industry are largely underwritten by European banks that are currently under stress. The withdrawal or reduction of such facilities could also have a material adverse effect on the Company's business prospects or financial condition. The Company monitors economic developments in the markets in which it operates and uses this information in its continuous strategic and operational planning in an effort to adjust its business in response to changing economic conditions.
Currency Risk
Currency fluctuations may affect the Company's financial performance. Diamonds are sold throughout the world based principally on the US dollar price, and although the Company reports its financial results in US dollars, a majority of the costs and expenses of the Company's mineral properties are incurred in Canadian dollars. Further, the Company has a significant deferred income tax liability that has been incurred and will be payable in Canadian dollars. The Company's currency exposure relates to expenses and obligations incurred by it in Canadian dollars. The appreciation of the Canadian dollar against the US dollar, therefore, will increase the expenses of the Company's mineral properties and the amount of the Company's Canadian dollar liabilities relative to the revenue the Company will receive from diamond sales. From time to time, the Company may use a limited number of derivative financial instruments to manage its foreign currency exposure.
Licences and Permits
The Company's mining operations require licenses and permits from the Canadian and Northwest Territories governments, and the process for obtaining and renewing of such licenses and permits often takes an extended period of time and is subject to numerous delays and uncertainties. Such licenses and permits are subject to change in various circumstances. Failure to comply with applicable laws and regulations may result in injunctions, fines, criminal liability, suspensions or revocation of permits and licenses and other penalties. There can be no assurance that DDMI, as the operator of the Diavik Diamond Mine, or the Company has been or will be at all times in compliance with all such laws and regulations and with its applicable licenses and permits, or that DDMI or the Company will be able to obtain on a timely basis or maintain in the future all necessary licenses and permits that may be required to explore and develop their properties, commence construction or operation of mining facilities and projects under development or to maintain continued operations.
Regulatory and Environmental Risks
The operation of the Company's mineral properties are subject to various laws and regulations governing the protection of the environment, exploration, development, production, taxes, labour standards, occupational health, waste disposal, mine safety and other matters. New laws and regulations, amendments to existing laws and regulations, or more stringent implementation or changes in enforcement policies under existing laws and regulations could have a material adverse effect on the Company by increasing costs and/or causing a reduction in levels of production from the Company's mineral properties.
Mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mining operations. To the extent that the Company's operations are subject to uninsured environmental liabilities, the payment of such liabilities could have a material adverse effect on the Company.
The environmental agreements relating to the Diavik Diamond Mine and the Ekati Diamond Mine require that security be provided to cover estimated reclamation and remediation costs. The operator of the Diavik Joint Venture has fulfilled such obligations for the security deposits by posting letters of credit, of which DDDLP's share as at July 31, 2013 was $63 million based on its 40% ownership interest in the Diavik Diamond Mine. There can be no assurance that the operator will continue its practice of posting letters of credit in fulfillment of this obligation, in which event DDDLP would be required to post its proportionate share of such security directly, which would result in additional constraints on liquidity. The Company has as at July 31, 2013 posted letters of credit of CDN $127 million with the Government of Canada supported by restricted cash in support of the reclamation obligations for the Ekati Diamond Mine. As reclamation and remediation cost estimates are updated and revised, the Company expects that it will be required to post additional security for those obligations, which could result in additional constraints on liquidity.
Climate Change
The Canadian government has established a number of policy measures in response to concerns relating to climate change. While the impact of these measures cannot be quantified at this time, the likely effect will be to increase costs for fossil fuels, electricity and transportation; restrict industrial emission levels; impose added costs for emissions in excess of permitted levels; and increase costs for monitoring and reporting. Compliance with these initiatives could have a material adverse effect on the Company's results of operations.
Resource and Reserve Estimates
The Company's figures for mineral resources and ore reserves are estimates, and no assurance can be given that the anticipated carats will be recovered. The estimation of reserves is a subjective process. Forecasts are based on engineering data, projected future rates of production and the timing of future expenditures, all of which are subject to numerous uncertainties and various interpretations. The Company expects that its estimates of reserves will change to reflect updated information as well as to reflect depletion due to production. Reserve estimates may be revised upward or downward based on the results of current and future drilling, testing or production levels, and on changes in mine design. In addition, market fluctuations in the price of diamonds or increases in the costs to recover diamonds from the Company's mineral properties may render the mining of ore reserves uneconomical.
Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty that may attach to inferred mineral resources, there is no assurance that mineral resources will be upgraded to proven and probable ore reserves.
Insurance
The Company's business is subject to a number of risks and hazards, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, risks relating to the physical security of diamonds held as inventory or in transit, changes in the regulatory environment, and natural phenomena such as inclement weather conditions. Such occurrences could result in damage to the Company's mineral properties, personal injury or death, environmental damage to the Company's mineral properties, delays in mining, monetary losses and possible legal liability. Although insurance is maintained to protect against certain risks in connection with the Company's mineral properties and the Company's operations, the insurance in place will not cover all potential risks. It may not be possible to maintain insurance to cover insurable risks at economically feasible premiums.
Fuel Costs
The expected fuel needs for the Company's mineral properties are purchased periodically during the year for storage, and transported to the mine site by way of the winter road. These costs will increase if transportation by air freight is required due to a shortened "winter road season" or unexpected high fuel usage.
The cost of the fuel purchased is based on the then prevailing price and expensed into operating costs on a usage basis. The Company's mineral properties currently have no hedges for their future anticipated fuel consumption.
Reliance on Skilled Employees
Production at the Company's mineral properties is dependent upon the efforts of certain skilled employees. The loss of these employees or the inability to attract and retain additional skilled employees may adversely affect the level of diamond production.
The Company's success in marketing rough diamonds is dependent on the services of key executives and skilled employees, as well as the continuance of key relationships with certain third parties, such as diamantaires. The loss of these persons or the Company's inability to attract and retain additional skilled employees or to establish and maintain relationships with required third parties may adversely affect its business and future operations in marketing diamonds.
Changes in Internal Control over Financial Reporting
Limitation on Scope of Design
Management has limited the scope of design of its disclosure controls and procedures and internal controls over financial reporting to exclude controls, policies and procedures of entities acquired as part of the Ekati Diamond Mine Acquisition.
Since the acquisition was closed 20 days prior to the end of the first quarter of fiscal 2014, management was unable to adequately test the internal control systems in place. While management believes that internal controls were operating effectively, since it was unable to test these systems, it elected to exclude them from the scope of certification as allowed by NI 52-109. Management intends performing such testing by April 10, 2014.
The chart below presents the summary financial information for entities acquired as part of the Ekati Diamond Mine Acquisition included in the Company's unaudited interim condensed consolidated financial statements:
As at July 31, 2013
Current assets 374,798
Long-term assets 838,144
Current liabilities 85,846
Long-term liabilities 558,975
Critical Accounting Estimates
Management is often required to make judgments, assumptions and estimates in the application of IFRS that have a significant impact on the financial results of the Company. Certain policies are more significant than others and are, therefore, considered critical accounting policies. Accounting policies are considered critical if they rely on a substantial amount of judgment (use of estimates) in their application, or if they result from a choice between accounting alternatives and that choice has a material impact on the Company's financial performance or financial position.
The critical accounting estimates applied in the preparation of the Company's unaudited interim condensed consolidated financial statements are consistent with those applied and disclosed in the Company's MD&A for the year ended January 31, 2013.
Changes in Accounting Policies
The International Accounting Standards Board ("IASB") has issued a new standard, IFRS 9, "Financial Instruments" ("IFRS 9"), which will ultimately replace IAS 39, "Financial Instruments: Recognition and Measurement" ("IAS 39"). IFRS 9 provides guidance on the classification and measurement of financial assets and financial liabilities. This standard becomes effective for the Company's fiscal year end beginning February 1, 2015. The Company is currently assessing the impact of the new standard on its financial statements.
(a) New Accounting Standards
(i) IFRS 10 - CONSOLIDATED FINANCIAL STATEMENTS
IFRS 10, "Consolidated Financial Statements" ("IFRS 10") replaces the consolidation requirements in SIC-12, "Consolidation - Special Purpose Entities" and IAS 27, "Consolidated and Separate Financial Statements". The new standard establishes control as the basis for determining which entities are consolidated in the consolidated financial statements and provides guidance to assist in the determination of control where it is difficult to assess. IFRS 10 did not have a material impact on the Company's consolidated financial statements upon its adoption on February 1, 2013.
(ii) IFRS 11 - JOINT ARRANGEMENTS
IFRS 11, "Joint Arrangements" ("IFRS 11") replaces IAS 31, "Interest in Joint Ventures". The new standard applies to the accounting for interests in joint arrangements where there is joint control. Under IFRS 11, joint arrangements are classified as either joint ventures or joint operations. The structure of the joint arrangement will no longer be the most significant factor in determining whether a joint arrangement is either a joint venture or a joint operation. For a joint venture, proportionate consolidation will no longer be allowed and will be replaced by equity accounting. IFRS 11 did not have a material impact on the Company's unaudited interim condensed consolidated financial statements upon its adoption on February 1, 2013.
(iii) IFRS 13 - FAIR VALUE MEASURMENT
IFRS 13, "Fair Value Measurement" ("IFRS 13") generally makes IFRS consistent with generally accepted accounting principles in the United States ("US GAAP") on measuring fair value and related fair value disclosures. The new standard creates a single source of guidance for fair value measurements. The adoption of IFRS 13 did not have a material effect on the Company's unaudited interim condensed consolidated financial statements. The disclosure requirements of IFRS 13 will be incorporated in the Company's annual consolidated financial statements for the year ended January 31, 2014. This will include disclosures about fair values of financial assets and liabilities measured on a recurring basis and non-financial assets and liabilities measured on a non-recurring basis. The Company will also include disclosures about assumptions used in calculating fair value less cost of disposal for its annual goodwill impairment test.
(iv) IFRIC 20 - STRIPPING COSTS IN THE PRODUCTION PHASE OF A SURFACE MINE
The International Financial Reporting Interpretations Committee ("IFRIC") issued IFRIC 20, "Stripping Costs in the Production Phase of a Surface Mine" ("IFRIC 20"), which clarifies the requirements for accounting for stripping costs associated with waste removal in surface mining, including when production stripping costs should be recognized as an asset, how the asset is initially recognized, and subsequent measurement. IFRIC 20 did not have a material impact on the Company's unaudited interim condensed consolidated financial statements upon its adoption on February 1, 2013.
(v) IAS 19 - EMPLOYEE BENEFITS
Amendments to IAS 19, "Employee Benefits" ("IAS 19") eliminates the option to defer the recognition of actuarial gains and losses through the "corridor" approach, revises the presentation of changes in assets and liabilities arising from defined benefit plans and enhances the disclosures for defined benefit plans. IAS 19 is effective for the Company's fiscal year end beginning February 1, 2013, with early adoption permitted. IAS 19 did not have a material impact on the Company's unaudited interim condensed consolidated financial statements upon its adoption on February 1, 2013.
(vi) IAS 1 - PRESENTATION OF FINANCIAL STATEMENTS
Amendments to IAS 1, "Presentation of Financial Statements" ("IAS 1") have been adopted by the Company on February 1, 2013, with retrospective application. The amendments to IAS 1 require the grouping of items within other comprehensive income that may be reclassified to profit or loss and those that will not be reclassified. The Company has amended its consolidated statement of comprehensive income for all periods presented in these unaudited interim condensed consolidated financial statements to reflect the presentation changes required under the amended IAS 1. Since these changes are reclassifications within the statement of comprehensive income, there is no net impact on the Company's comprehensive income.
Outstanding Share Information
As at August 31, 2013
Authorized Unlimited
Issued and outstanding shares 85,023,031
Options outstanding 2,003,000
Fully diluted 87,026,031
Additional Information
Additional information relating to the Company, including the Company's most recently filed Annual Information Form, can be found on SEDAR at http://www.sedar.com, and is also available on the Company's website at http://www.ddcorp.ca.
Condensed Consolidated Balance Sheets
(UNAUDITED) (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
July 31, 2013
ASSETS
Current assets
Cash and cash equivalents $ 224,239
Accounts receivable 7,603
Inventory and supplies (note 5) 369,137
Other current assets 27,633
Assets held for sale (note 6) -
628,612
Property, plant and equipment 1,508,713
Restricted cash (note 7) 123,405
Goodwill 28,687
Other non-current assets 1,913
Deferred income tax assets 3,973
Total assets $ 2,295,303
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables $ 103,117
Employee benefit plans (note 9) 1,347
Income taxes payable 33,332
Current portion of interest-bearing loans
and borrowings (note 10) 827
Liabilities held for sale (note 6) -
138,623
Interest-bearing loans and borrowings (note 10) 4,238
Deferred income tax liabilities 237,173
Employee benefit plans (note 9) 21,399
Provisions (note 4) 433,309
Total liabilities 834,742
Equity
Share capital 508,523
Contributed surplus 21,615
Retained earnings 779,642
Accumulated other comprehensive income 579
Total shareholders' equity 1,310,359
Non-controlling interest 150,202
Total equity 1,460,561
Total liabilities and equity $ 2,295,303
The accompanying notes are an integral part of these
consolidated financial statements.
Condensed Consolidated Balance Sheets
(UNAUDITED) (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
January 31, 2013
ASSETS
Current assets
Cash and cash equivalents $ 104,313
Accounts receivable 3,705
Inventory and supplies (note 5) 115,627
Other current assets 29,486
Assets held for sale (note 6) 718,804
971,935
Property, plant and equipment 727,489
Restricted cash (note 7) -
Goodwill -
Other non-current assets 6,937
Deferred income tax assets 4,095
Total assets $ 1,710,456
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables $ 39,053
Employee benefit plans (note 9) 2,634
Income taxes payable 32,977
Current portion of interest-bearing loans and
borrowings (note 10) 51,508
Liabilities held for sale (note 6) 484,252
610,424
Interest-bearing loans and borrowings (note 10) 4,799
Deferred income tax liabilities 181,427
Employee benefit plans (note 9) 3,499
Provisions (note 4) 79,055
Total liabilities 879,204
Equity
Share capital 508,007
Contributed surplus 20,387
Retained earnings 295,738
Accumulated other comprehensive income 6,357
Total shareholders' equity 830,489
Non-controlling interest 763
Total equity 831,252
Total liabilities and equity $ 1,710,456
The accompanying notes are an integral part of these consolidated financial statements.
Condensed Consolidated Income Statements
(UNAUDITED) (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
Three Three
months months
ended ended
July 31, July 31,
2013 2012
Sales $ 261,803 $ 61,473
Cost of sales 234,372 46,784
Gross margin 27,431 14,689
Selling, general and administrative expenses 15,056 5,750
Operating profit 12,375 8,939
Finance expenses (19,637) (2,151)
Exploration costs (3,145) (568)
Finance and other income 1,032 67
Foreign exchange gain (loss) (2,814) 1,048
Profit (loss) before income taxes (12,189) 7,335
Income tax expense 6,913 3,386
Net profit (loss) from continuing operations (19,102) 3,949
Net profit from discontinued operations (note 6) - 804
Net profit (loss) $ (19,102) $ 4,753
Net profit (loss) from continuing operations
attributable to
Shareholders $ (16,304) $ 3,951
Non-controlling interest (2,798) (2)
Net profit (loss) attributable to
Shareholders $ (16,304) 4,755
Non-controlling interest (2,798) $ (2)
Earnings (loss) per share - continuing operations
Basic $ (0.19) $ 0.05
Diluted (0.19) 0.05
Earnings (loss) per share
Basic (0.19) 0.06
Diluted (0.19) 0.06
Weighted average number of shares outstanding 85,007,262 84,874,781
The accompanying notes are an integral part of these
unaudited interim condensed consolidated
financial statements.
Condensed Consolidated Income Statements
(UNAUDITED) (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
Six Six
months months
ended ended
July 31, July 31,
2013 2012
Sales $ 370,640 $ 150,482
Cost of sales 315,907 116,883
Gross margin 54,733 33,599
Selling, general and administrative expenses 31,898 12,489
Operating profit 22,835 21,110
Finance expenses (23,631) (4,393)
Exploration costs (4,185) (822)
Finance and other income 1,836 119
Foreign exchange gain (loss) (2,083) 678
Profit (loss) before income taxes (5,228) 16,692
Income tax expense 11,611 6,716
Net profit (loss) from continuing operations (16,839) 9,976
Net profit from discontinued operations (note 6) 497,385 6,387
Net profit (loss) $ 480,546 $ 16,363
Net profit (loss) from continuing operations attributable to
Shareholders $ (13,481) $ 9,978
Non-controlling interest (3,358) (2)
Net profit (loss) attributable to
Shareholders 483,904 16,365
Non-controlling interest $ (3,358) $ (2)
Earnings (loss) per share - continuing operations
Basic $ (0.16) $ 0.12
Diluted (0.16) 0.12
Earnings (loss) per share
Basic 5.70 0.19
Diluted 5.65 0.19
Weighted average number of shares outstanding 84,949,508 84,874,781
The accompanying notes are an integral part of these unaudited interim condensed
consolidated financial statements.
Condensed Consolidated Statements of Comprehensive Income
(UNAUDITED) (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
Three Three
months months
ended July ended July
31, 2013 31, 2012
Net profit (loss) $ (19,102) $ 4,753
Other comprehensive income
Items that may be reclassified to profit
Net loss on translation of net foreign operations
(net of tax of nil) (314) (6,106)
Items that will not be reclassified to profit
Reversal of actuarial loss on employee benefit plans
(net of tax of $0.7 million) - -
Other comprehensive loss, net of tax (314) (6,106)
Total comprehensive income (loss) $ (19,416) $ (1,353)
Comprehensive income (loss) from continuing
operations $ (19,416) $ 3,616
Comprehensive income from discontinued
operations - (4,969)
Comprehensive income (loss) attributable to
Shareholders $ (16,618) $ (1,351)
Non-controlling interest (2,798) (2)
The accompanying notes are an integral part of these unaudited interim condensed
consolidated financial statements.
Condensed Consolidated Statements of Comprehensive Income
(UNAUDITED) (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
Six Six
months months
ended July ended July
31, 2013 31, 2012
Net profit (loss) $ 480,546 $ 16,363
Other comprehensive income
Items that may be reclassified to profit
Net loss on translation of net foreign operations
(net of tax of nil) (11,049) (5,969)
Items that will not be reclassified to profit
Reversal of actuarial loss on employee benefit plans
(net of tax of $0.7 million) 5,271 -
Other comprehensive loss, net of tax (5,778) (5,969)
Total comprehensive income (loss) $ 474,768 $ 10,394
Comprehensive income (loss) from continuing operations $ (17,283) $ 9,932
Comprehensive income from discontinued operations 492,051 462
Comprehensive income (loss) attributable to
Shareholders $ 478,126 $ 10,396
Non-controlling interest (3,358) (2)
The accompanying notes are an integral part of these unaudited
interim condensed consolidated financial statements.
Condensed Consolidated Statements of Changes in Equity
(UNAUDITED) (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
Six months ended
July 31, 2013
Common shares:
Balance at beginning of period $ 508,007
Issued during the period 516
Balance at end of period 508,523
Contributed surplus:
Balance at beginning of period 20,387
Stock-based compensation expense 1,228
Balance at end of period 21,615
Retained earnings:
Balance at beginning of period 295,738
Net profit attributable to common shareholders 483,904
Balance at end of period 779,642
Accumulated other comprehensive income:
Balance at beginning of period 6,357
Other comprehensive income
Items that may be reclassified to profit
Net loss on translation of net foreign operations (net of tax of nil) (11,049)
Items that will not be reclassified to profit
Reversal of actuarial loss on employee benefit plans (net of tax of $0.7
million) 5,271
Balance at end of period 579
Non-controlling interest:
Balance at beginning of period 763
Non-controlling interest 149,439
Balance at end of period 150,202
Total equity $ 1,460,561
The accompanying notes are an integral part of these unaudited
interim condensed consolidated financial statements.
Condensed Consolidated Statements of Changes in Equity
(UNAUDITED) (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
Six months ended
July 31, 2012
Common shares:
Balance at beginning of period $ 507,975
Issued during the period -
Balance at end of period 507,975
Contributed surplus:
Balance at beginning of period 17,764
Stock-based compensation expense 854
Balance at end of period 18,618
Retained earnings:
Balance at beginning of period 261,028
Net profit attributable to common shareholders 16,365
Balance at end of period 277,393
Accumulated other comprehensive income:
Balance at beginning of period 10,086
Other comprehensive income
Items that may be reclassified to profit
Net loss on translation of net foreign
operations (net of tax of nil) (5,969)
Items that will not be reclassified to profit
Reversal of actuarial loss on employee benefit plans
(net of tax of $0.7 million) -
Balance at end of period 4,117
Non-controlling interest:
Balance at beginning of period 255
Non-controlling interest (2)
Balance at end of period 253
Total equity $ 808,356
The accompanying notes are an integral part of these
unaudited interim condensed consolidated financial statements.
Condensed Consolidated Statements of Cash Flows
(UNAUDITED) (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
Three months Three months
ended July 31, ended July 31,
2013 2012
Cash provided by (used in)
OPERATING
Net profit (loss) $ (19,102) $ 3,949
Depreciation and amortization 32,644 13,160
Deferred income tax recovery (4,287) (1,592)
Current income tax expense 11,200 4,978
Finance expenses 19,637 2,151
Stock-based compensation 192 448
Other non-cash items (1,601) (2,105)
Foreign exchange (gain) loss 813 (1,334)
Loss (gain) on disposition of assets - -
Net loss on discontinued operations - -
Gain on sale of luxury brand segment - -
Change in non-cash operating working capital,
excluding taxes and finance expenses 86,412 (4,520)
Cash provided by (used in) operating activities 125,908 15,135
Interest paid (3,861) (1,019)
Income and mining taxes paid (16,906) (7,986)
Cash provided by (used in) operating activities
- continuing operations 105,141 6,130
Cash provided by (used in) operating activities
- discontinued operations - 2,430
Net cash from (used in) operating activities 105,141 8,560
FINANCING
Decrease in interest-bearing loans and borrowings (196) (185)
Increase in revolving credit - -
Decrease in revolving credit (27,863) (24,682)
Repayment of senior secured credit facility (50,000) -
Issue of common shares, net of issue costs 122 -
Cash provided from financing activities
- continuing operations (77,937) (24,867)
Cash provided from financing activities
- discontinued operations - 771
Cash provided from financing activities (77,937) (24,096)
INVESTING
Acquisition of Ekati - -
Cash proceeds from sale of luxury brand - -
Property, plant and equipment - Diavik (5,553) (15,788)
Property, plant and equipment - Ekati (28,231) -
Net proceeds from sale of property,
plant and equipment - -
Other non-current assets 76 186
Cash provided in investing activities
- continuing operations (33,708) (15,602)
Cash provided in investing activities
- discontinued operations - (2,353)
Cash used in investing activities (33,708) (17,955)
Foreign exchange effect on cash balances (2,755) (4,738)
Increase in cash and cash equivalents (9,259) (38,229)
Cash and cash equivalents, beginning of period 356,903 112,818
Cash and equivalents, end of period 347,644 74,589
Less cash and equivalents of discontinued
operations, end of period - 20,556
Cash and cash equivalents of continuing
operations, end of period $ 347,644 $ 54,033
Change in non-cash operating working
capital, excluding taxes and finance expenses
Accounts receivable 602 (1,562)
Inventory and supplies 101,706 9,099
Other current assets 576 3,752
Trade and other payables (16,248) (15,096)
Employee benefit plans (224) (713)
$ 86,412 $ (4,520)
The accompanying notes are an integral part of these consolidated financial statements.
Condensed Consolidated Statements of Cash Flows
(UNAUDITED) (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
Six months Six months
ended July 31, ended July 31,
2013 2012
Cash provided by (used in)
OPERATING
Net profit (loss) $ 480,546 $ 9,976
Depreciation and amortization 52,855 35,332
Deferred income tax recovery (13,028) (4,161)
Current income tax expense 24,639 10,877
Finance expenses 23,631 4,393
Stock-based compensation 1,228 854
Other non-cash items (2,460) (2,105)
Foreign exchange (gain) loss (224) (491)
Loss (gain) on disposition of assets 362 (330)
Net loss on discontinued operations 257 -
Gain on sale of luxury brand segment (497,642) -
Change in non-cash operating working capital,
excluding taxes and finance expenses 57,740 (13,126)
Cash provided by (used in) operating activities 127,904 41,219
Interest paid (5,073) (2,277)
Income and mining taxes paid (27,155) (14,860)
Cash provided by (used in) operating activities
- continuing operations 95,676 24,082
Cash provided by (used in) operating activities
- discontinued operations - 9,424
Net cash from (used in) operating activities 95,676 33,506
FINANCING
Decrease in interest-bearing loans and borrowings (392) (370)
Increase in revolving credit 27,863 27,542
Decrease in revolving credit (28,991) (25,177)
Repayment of senior secured credit facility (50,000) -
Issue of common shares, net of issue costs 516 -
Cash provided from financing activities
- continuing operations (51,004) 1,995
Cash provided from financing activities
- discontinued operations - 2,632
Cash provided from financing activities (51,004) 4,627
INVESTING
Acquisition of Ekati (490,925) -
Cash proceeds from sale of luxury brand 746,738 -
Property, plant and equipment - Diavik (16,491) (33,937)
Property, plant and equipment - Ekati (37,011) -
Net proceeds from sale of property, plant
and equipment 1,796 2,619
Other non-current assets (3,049) 273
Cash provided in investing activities
- continuing operations 201,058 (31,045)
Cash provided in investing activities
- discontinued operations - (7,329)
Cash used in investing activities 201,058 (38,374)
Foreign exchange effect on cash balances (2,399) (3,286)
Increase in cash and cash equivalents 243,331 (3,527)
Cash and cash equivalents, beginning of period 104,313 78,116
Cash and equivalents, end of period 347,644 74,589
Less cash and equivalents of discontinued operations,
end of period - 20,556
Cash and cash equivalents of continuing
operations, end of period $ 347,644 $ 54,033
Change in non-cash operating working capital,
excluding taxes
and finance expenses
Accounts receivable (2,581) (277)
Inventory and supplies 70,695 (14,192)
Other current assets 2,356 5,013
Trade and other payables (11,513) (4,350)
Employee benefit plans (1,217) 680
$ 57,740 $ (13,126)
The accompanying notes are an integral part of these consolidated financial statements.
Notes to Condensed Consolidated Financial Statements
JULY 31, 2013 WITH COMPARATIVE FIGURES
(TABULAR AMOUNTS IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT AS OTHERWISE NOTED)
Note 1:
Nature of Operations
Dominion Diamond Corporation is focused on the mining and marketing of rough diamonds to the global market.
The Company is incorporated and domiciled in Canada and its shares are publicly traded on the Toronto Stock Exchange and the New York Stock Exchange. The address of its registered office is Toronto, Ontario.
The Company has ownership interests in the Diavik and the Ekati group of mineral claims. The Diavik Joint Venture (the "Diavik Joint Venture") is an unincorporated joint arrangement between Diavik Diamond Mines Inc. ("DDMI") (60%) and Dominion Diamond Diavik Limited Partnership ("DDDLP") (40%) where DDDLP holds an undivided 40% ownership interest in the assets, liabilities and expenses of the Diavik Diamond Mine. DDMI is the operator of the Diavik Diamond Mine. DDMI is a wholly owned subsidiary of Rio Tinto plc of London, England, and DDDLP is a wholly owned subsidiary of Dominion Diamond Corporation. The Company records its interest in the assets, liabilities and expenses of the Diavik Joint Venture in its unaudited interim condensed consolidated financial statements with a one-month lag. The accounting policies described below include those of the Diavik Joint Venture.
On April 10, 2013, the Company completed the $553.1 million acquisition from BHP Billiton Canada Inc. and its various affiliates of all of BHP Billiton's diamond assets, including its controlling interest in the Ekati Diamond Mine as well as the associated diamond sorting and sales facilities in Yellowknife, Canada, and Antwerp, Belgium (the "Ekati Diamond Mine Acquisition"). The Ekati Diamond Mine consists of the Core Zone, which includes the current operating mine and other permitted kimberlite pipes, as well as the Buffer Zone, an adjacent area hosting kimberlite pipes having both development and exploration potential. As a result of the completion of the Ekati Diamond Mine Acquisition on April 10, 2013, the Company acquired an 80% interest in the Core Zone and a 58.8% interest in the Buffer Zone. The Company controls and consolidates the Ekati Diamond Mine and minority shareholders are presented as non-controlling interests on the condensed consolidated balance sheet.
Note 2:
Basis of Preparation
(a) Statement of compliance
These unaudited interim condensed consolidated financial statements ("interim financial statements") have been prepared in accordance with IAS 34 "Interim Financial Reporting" ("IAS 34"). The accounting policies applied in these unaudited interim condensed consolidated financial statements are consistent with those used in the annual audited consolidated financial statements for the year ended January 31, 2013, except as disclosed in Note 3.
These unaudited interim condensed financial statements do not include all disclosures required by International Financial Reporting Standards ("IFRS") for annual audited consolidated financial statements and accordingly should be read in conjunction with the Company's annual audited consolidated financial statements for the year ended January 31, 2013 prepared in accordance with IFRS as issued by the International Accounting Standards Board ("IASB").
(b) Currency of presentation
These unaudited interim condensed consolidated financial statements are expressed in United States dollars, which is the functional currency of the Company. All financial information presented in United States dollars has been rounded to the nearest thousand.
(c) Use of estimates, judgments and assumptions
The preparation of the unaudited interim condensed consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities and contingent liabilities at the date of the unaudited interim condensed consolidated financial statements, and the reported amounts of sales and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.
Note 3:
Significant Accounting Policies
These unaudited interim condensed consolidated financial statements have been prepared following the same accounting policies and methods of computation as the annual audited consolidated financial statements for the year ended January 31, 2013, except for the following accounting standards that apply as a result of the Ekati Diamond Mine Acquisition and new accounting standards and amendment to standards and interpretations, which were effective February 1, 2013, and applied in preparing these unaudited interim condensed consolidated financial statements. The Company evaluated the impact to its unaudited interim condensed consolidated financial statements as a result of the new standards. These are summarized as follows:
(a) Accounting Standards Applied on Ekati Diamond Mine Acquisition
(i) STRIPPING COSTS
Mining costs associated with stripping activities in an open pit mine are expensed unless the stripping activity can be shown to represent a betterment to the mineral property, in which case the stripping costs would be capitalized and included in mining assets. Capitalized stripping costs are charged against earnings on a unit-of-production basis over the life of the mineral reserves.
(ii) EMPLOYEE BENEFIT PLANS
The Company operates defined benefit pension plans, which require contributions to be made to separately administered funds. The cost of providing benefits under the defined benefit plans is determined separately using the projected unit credit valuation method by qualified actuaries. Actuarial gains and losses are recognized immediately in other comprehensive income.
The defined benefit asset or liability comprises the present value of the defined benefit obligation, less the fair value of plan assets out of which the obligations are to be settled directly. The value of any asset is restricted to the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan.
(b) New Accounting Standards
(i) IFRS 10 - CONSOLIDATED FINANCIAL STATEMENTS
IFRS 10, "Consolidated Financial Statements" ("IFRS 10") replaces the consolidation requirements in SIC-12, "Consolidation - Special Purpose Entities" and IAS 27, "Consolidated and Separate Financial Statements". The new standard establishes control as the basis for determining which entities are consolidated in the consolidated financial statements and provides guidance to assist in the determination of control where it is difficult to assess. IFRS 10 did not have a material impact on the Company's unaudited interim condensed consolidated financial statements upon its adoption on February 1, 2013.
(ii) IFRS 11 - JOINT ARRANGEMENTS
IFRS 11, "Joint Arrangements" ("IFRS 11") replaces IAS 31, "Interest in Joint Ventures". The new standard applies to the accounting for interests in joint arrangements where there is joint control. Under IFRS 11, joint arrangements are classified as either joint ventures or joint operations. The structure of the joint arrangement will no longer be the most significant factor in determining whether a joint arrangement is either a joint venture or a joint operation. For a joint venture, proportionate consolidation will no longer be allowed and will be replaced by equity accounting. IFRS 11 did not have a material impact on the Company's unaudited interim condensed consolidated financial statements upon its adoption on February 1, 2013.
(iii) IFRS 13 - FAIR VALUE MEASURMENT
IFRS 13, "Fair Value Measurement" ("IFRS 13") generally makes IFRS consistent with generally accepted accounting principles in the United States ("US GAAP") on measuring fair value and related fair value disclosures. The new standard creates a single source of guidance for fair value measurements. The adoption of IFRS 13 did not have a material effect on the Company's unaudited interim condensed consolidated financial statements. The disclosure requirements of IFRS 13 will be incorporated in the Company's annual consolidated financial statements for the year ended January 31, 2014. This will include disclosures about fair values of financial assets and liabilities measured on a recurring basis and non-financial assets and liabilities measured on a non-recurring basis. The Company will also include disclosures about assumptions used in calculating fair value less cost of disposal for its annual goodwill impairment test.
(iv) IFRIC 20 - STRIPPING COSTS IN THE PRODUCTION PHASE OF A SURFACE MINE
The International Financial Reporting Interpretations Committee ("IFRIC") issued IFRIC 20, "Stripping Costs in the Production Phase of a Surface Mine" ("IFRIC 20"), which clarifies the requirements for accounting for stripping costs associated with waste removal in surface mining, including when production stripping costs should be recognized as an asset, how the asset is initially recognized, and subsequent measurement. IFRIC 20 did not have a material impact on the Company's unaudited interim condensed consolidated financial statements upon its adoption on February 1, 2013.
(v) IAS 19 - EMPLOYEE BENEFITS
Amendments to IAS 19, "Employee Benefits" ("IAS 19") eliminates the option to defer the recognition of actuarial gains and losses through the "corridor" approach, revises the presentation of changes in assets and liabilities arising from defined benefit plans and enhances the disclosures for defined benefit plans. IAS 19 is effective for the Company's fiscal year end beginning February 1, 2013, with early adoption permitted. IAS 19 did not have a material impact on the Company's unaudited interim condensed consolidated financial statements upon its adoption on February 1, 2013.
(vi) IAS 1 - PRESENTATION OF FINANCIAL STATEMENTS
Amendments to IAS 1, "Presentation of Financial Statements" ("IAS 1") have been adopted by the Company on February 1, 2013, with retrospective application. The amendments to IAS 1 require the grouping of items within other comprehensive income that may be reclassified to profit or loss and those that will not be reclassified. The Company has amended its consolidated statement of comprehensive income for all periods presented in these unaudited interim condensed consolidated financial statements to reflect the presentation changes required under the amended IAS 1. Since these changes are reclassifications within the statement of comprehensive income, there is no net impact on the Company's comprehensive income.
Note 4:
Acquisition
On April 10, 2013, the Company completed the $553.1 million acquisition from BHP Billiton Canada Inc. and its various affiliates of all of BHP Billiton's diamond assets, including its controlling interest in the Ekati Diamond Mine as well as the associated diamond sorting and sales facilities in Yellowknife, Canada, and Antwerp, Belgium.
Acquisitions are accounted for under the acquisition method of accounting, and the results of operations since the respective dates of acquisition are included in the statement of comprehensive income. From time to time, as a result of the timing of acquisitions in relation to the Company's reporting schedules and the availability of information, certain information relating to the purchase allocations and valuations may not be finalized at the time of reporting. Purchase price allocations are completed after the vendor's final financial statements and income tax returns have been prepared and accepted by the Company within one year of acquisition. Such preliminary purchase price allocations are based on management's best estimates of the fair value of the acquired asset and liabilities. Upon finalization, adjustments to the initial estimates may be required. The preliminary allocation of the purchase price to the fair values of assets acquired and liabilities assumed is set forth below. In accordance with IFRS 3, "Business Combinations" ("IFRS 3"), the provisional price allocations at acquisition have been revised to reflect revisions to fair values during the second quarter. The final purchase price allocation is expected to be finalized by the end of fiscal 2014.
Provisional fair values
Consideration $ 553,142
Cash and cash equivalents $ 62,217
Accounts receivable and other current assets 7,465
Inventory and supplies 300,248
Property, plant and equipment 800,741
Trade and other payables (70,618)
Income taxes payable (6,085)
Provisions, future site restoration costs (348,230)
Deferred income tax liabilities (62,985)
Other long-term liabilities (19,017)
Non-controlling interest (152,798)
Total net identifiable assets acquired 510,938
Goodwill 42,204
$ 553,142
Further Fair values at
adjustments July 31, 2013
Consideration $ $ 553,142
Cash and cash equivalents $ $ 62,217
Accounts receivable and other current assets 7,465
Inventory and supplies 19,365 319,613
Property, plant and equipment 800,741
Trade and other payables (70,618)
Income taxes payable (6,085)
Provisions, future site restoration costs (348,230)
Deferred income tax liabilities (5,848) (68,833)
Other long-term liabilities (19,017)
Non-controlling interest (152,798)
Total net identifiable assets acquired 13,517 524,455
Goodwill (13,517) 28,687
$ - $ 553,142
In accordance with the requirements of IFRS 3, the Company's purchase price allocation has been restated to incorporate adjustments to fair values made during the second quarter. No adjustment has been made to the Company's income statement for the quarter ended April 30, 2013, as the effect was not material. The main adjustments to the provisional fair value relates to the fair value attributed to rough diamond inventory acquired as part of the Ekati Diamond Mine Acquisition and related tax adjustment.
From the closing date of the acquisition, revenues of $190.5 million and a net loss of $13.1 million were generated by Ekati's operations. If the acquisition had taken place at the beginning of the fiscal year, the Company's pro forma revenue from the Ekati mining segment would have been $299.1 million and pro forma net loss would have been $4.8 for the six months ended July 31, 2013. The Company has incurred total transaction costs of $14.4 million related to the Ekati Diamond Mine Acquisition, of which $11.2 million has been expensed during the current year, with the balance of $3.2 million expensed in fiscal 2013.
Provisions
Future site restoration costs
At April 10, 2013 (date of acquisition) $ 348,230
Accretion 5,749
At July 31, 2013 $ 353,979
The undiscounted estimated expenditures required to settle the obligation totals approximately $435 million through 2048 at an assumed average Canadian/US dollar exchange rate of $1.00. The expenditures are discounted using a credit-adjusted risk-free rate of 3.5%. The Company is required to provide security for future site closure and reclamation costs for the Ekati Diamond Mine's operations and for various permits and licenses. As at July 31, 2013, the Company provided CDN $127 million in letters of credit as security with various regulatory authorities.
Note 5:
Inventory and Supplies
July 31, 2013 January 31, 2013
Rough diamonds $ 162,396 $ 45,467
Supplies inventory 206,741 70,160
Total inventory and supplies $ 369,137 $ 115,627
Total inventory and supplies is net of a provision for obsolescence of $0.1 million ($0.4 million at January 31, 2013).
Note 6:
Assets Held for Sale (Discontinued Operations)
On March 26, 2013, the Company completed the sale of the Luxury Brand Segment to Swatch Group. As a result of the sale, the Company's corporate group underwent name changes to remove references to "Harry Winston". The Company's name was changed to "Dominion Diamond Corporation" and its common shares trade on both the Toronto and New York stock exchanges under the symbol "DDC".
The major classes of assets and liabilities of the discontinued operations were as follows at the date of disposal:
March 26, 2013
Cash and cash equivalents $ 25,914
Accounts receivable and other current assets 61,080
Inventory and supplies 403,157
Property, plant and equipment 76,700
Intangible assets, net 126,779
Other non-current assets 7,478
Deferred income tax assets 54,017
Trade and other payables (96,246)
Income taxes payable (2,465)
Interest-bearing loans and borrowings (292,709)
Deferred income tax liabilities (106,137)
Other long-term liabilities (8,472)
Net assets $ 249,096
Consideration received, satisfied in cash $ 746,738
Cash and cash equivalents disposed of (25,914)
Net cash inflow $ 720,824
Results of the discontinued operations are presented separately as net profit from discontinued operations in the unaudited interim condensed consolidated income statements, and comparative periods have been adjusted accordingly.
Period ended
March 26,
2013
Sales $ 63,799
Cost of sales (31,355)
Other expenses (30,964)
Other income and foreign exchange gain (loss) (1,551)
Net income tax (expense) recovery (186)
Net profit (loss) from discontinued operations before gain $ (257)
Gain on sale 497,642
Net profit from discontinued operations 497,385
Earnings per share - discontinued operations
Basic $ 5.86
Diluted 5.80
Period ended Six months
March 26, ended July 31,
2013 2012
Sales $ 63,799 $ 218,876
Cost of sales (31,355) (106,945)
Other expenses (30,964) (101,514)
Other income and foreign exchange gain (loss) (1,551) (853)
Net income tax (expense) recovery (186) (3,177)
Net profit (loss) from discontinued operations
before gain $ (257) $ 6,387
Gain on sale 497,642 -
Net profit from discontinued operations 497,385 6,387
Earnings per share - discontinued operations
Basic $ 5.86 $ 0.08
Diluted 5.80 0.07
Note 7:
Restricted Cash
The Company provides letters of credit to the Government of Canada of CDN $127 million, supported by restricted cash for the reclamation obligations for the Ekati Diamond Mine.
Note 8:
Diavik Joint Venture
The following represents DDDLP's 40% interest in the Diavik Joint Venture as at June 30, 2013 and December 31, 2012:
July 31, 2013 January 31, 2013
Current assets $ 100,544 $ 102,299
Non-current assets 651,682 677,808
Current liabilities 25,198 30,517
Non-current liabilities and
participant's account 727,028 749,590
Three
months
ended Three months Six months Six months
July 31, ended July 31, ended July 31, ended July 31,
2013 2012 2013 2012
Expenses
net of
interest
income
[a] [b] $ 59,036 $ 58,585 $ 125,683 $ 115,323
Cash flows
used in
operating
activities (45,352) (55,022) (90,180) (97,375)
Cash flows
resulting
from
financing
activities 50,435 50,668 103,594 112,200
Cash flows
used in
investing
activities (4,692) (3,958) (15,403) (19,141)
[a] The Joint Venture only earns interest income.
[b] Expenses net of interest income for the three and six months ended July 31, 2013 of $nil and $0.1 million (three and six months ended July 31, 2012 of $nil and $0.1 million).
DDDLP is contingently liable for DDMI's portion of the liabilities of the Diavik Joint Venture, and to the extent DDDLP's participating interest has increased because of the failure of DDMI to make a cash contribution when required, DDDLP would have access to an increased portion of the assets of the Diavik Joint Venture to settle these liabilities. Additional information on commitments and contingencies related to the Diavik Joint Venture is found in Note 12.
Note 9:
Employee Benefit Plans
The employee benefit obligation reflected in the unaudited interim condensed consolidated balance sheet is as follows:
July 31, 2013 January 31, 2013
Post-retirement benefit plan
- Diavik Diamond Mine (c) $ 748 $ 699
Defined benefit plan
obligation - Ekati Diamond
Mine (a) 17,978 -
Defined contribution plan
obligation - Ekati Diamond
Mine (b) 200 -
Defined contribution plan
obligation - the Company's
head office (b) 151 -
RSU and DSU plans (d) 3,669 5,434
Total employee benefit plan
obligation $ 22,746 $ 6,133
July 31, 2013 January 31, 2013
Non-current $ 21,399 $ 3,499
Current 1,347 2,634
Total employee benefit plan
obligation $ 22,746 $ 6,133
(a) Defined benefit pension plan
Dominion Diamond Ekati Corporation sponsors a non-contributory defined benefit registered pension plan covering employees in Canada who were employed by BHP Billiton Canada Inc. and employed in its diamond business prior to June 30, 2004. As a result of the Ekati Diamond Mine Acquisition, the plan was assigned to Dominion Diamond Ekati Corporation and renamed the Dominion Diamond Ekati Corporation Defined Benefit Pension Plan. Pension benefits are based on the length of service and highest average covered earnings. Any benefits in excess of the maximum pension limit for registered pension plans under the Income Tax Act accrue for the employee, via an unfunded supplementary retirement plan. New employees could not become members of this defined benefit pension arrangement after June 30, 2004.
(i) NET BENEFIT OBLIGATION:
July 31, 2013
Accrued benefit obligation $ 81,402
Plan assets 63,424
Funded status - plan deficit $ (17,978)
(ii) PLAN ASSETS
Canadian plan assets represented approximately 95% of total plan assets at July 31, 2013.
The asset allocation of pension assets at July 31 was as follows:
July 31, 2013
ASSET CATEGORY
Cash equivalents 2%
Equity securities 10%
Fixed income securities 88%
Total 100%
(iii) THE SIGNIFICANT ASSUMPTIONS USED FOR THE PLAN ARE AS FOLLOWS:
July 31, 2013
ACCRUED BENEFIT OBLIGATION
Discount rate 4.50%
Expected long-term rate of return 4.00%
BENEFIT COSTS FOR THE YEAR
Discount rate 4.10%
Expected long-term rate of return on plan assets 3.85%
Rate of compensation increase 4.25%
(b) Defined contribution plan
The Diavik Joint Venture sponsors a defined contribution plan whereby the employer contributes 6% of the employee's salary.
Dominion Diamond Corporation sponsors a defined contribution plan for Canadian employees whereby the employer contributes to a maximum of 6% of the employee's salary to the maximum contribution limit under Canada's Income Tax Act. The total defined contribution plan liability at July 31, 2013 was $0.2 million ($nil at January 31, 2013).
Dominion Diamond Ekati Corporation sponsors a defined contribution arrangement for its employees who are not members of the defined benefit pension plan referred to in 9(a) above. The employer contributes 8% of earnings up to 2.5 times the Year's Maximum Pensionable Earnings (as defined under the Canada Pension Plan), and 12% of earnings above 2.5 times YMPE. The employer also matches additional contributions made by an employee up to 3% of earnings. Employer contributions in excess of the maximum contribution limit for defined contribution plans under Canada's Income Tax Act are credited by the employer to a notional (unfunded) supplementary retirement plan. The defined contribution plan liability at July 31, 2013 was $0.2 million. (Supplemental plan liability has been included in the accrued benefit obligation disclosed in 9(a) above.)
(c) Post-retirement benefit plan
The Diavik Joint Venture provides non-pension post-retirement benefits to retired employees. The post-retirement benefit plan liability was $0.7 million at July 31, 2013 ($0.7 million at January 31, 2013).
(d) RSU and DSU plans
Grants under the RSU Plan are on a discretionary basis to employees of the Company and its subsidiaries subject to Board of Directors approval. The RSUs granted vest one-third on March 31 and one-third on each anniversary thereafter. The vesting of grants of RSUs is subject to special rules for a change in control, death and disability. The Company shall pay out cash on the respective vesting dates of RSUs and redemption dates of DSUs.
Only non-executive directors of the Company are eligible for grants under the DSU Plan. Each DSU grant vests immediately on the grant date.
The expenses related to the RSUs and DSUs are accrued based on fair value. This expense is recognized on a straight-line basis over each vesting period.
Note 10:
Interest-Bearing Loans and Borrowings
July January
31, 31,
2013 2013
Credit facilities $ - $ 49,560
First mortgage on real property 5,065 5,619
Bank advances - 1,128
Total interest-bearing loans and borrowings 5,065 56,307
Less current portion (827) (51,508)
$ 4,238 $ 4,799
Nominal
interest
Currency rate Date of maturity
First mortgage on real property CDN 7.98% September 1, 2018
Carrying amount at Face value at
July 31, 2013 July 31, 2013 Borrower
First mortgage on real property $5.1 million $5.1 million 6019838 Canada Inc.
On May 31, 2013, the Company repaid the $50.0 million outstanding on its secured bank loan.
Note 11:
Related Party Disclosure
(a) Operational information
The Company had the following investments in significant subsidiaries at July 31, 2013:
Name of company Effective interest Country of incorporation
Dominion Diamond Holdings Ltd. 100% Canada
Dominion Diamond Diavik Limited Partnership 100% Canada
Dominion Diamond (India) Private Limited 100% India
Dominion Diamond International NV 100% Belgium
Dominion Diamond Marketing Corporation. 100% Canada
6019838 Canada Inc. 100% Canada
Dominion Diamond Ekati Corporation 100% Canada
Dominion Diamond Resources Corporation 100% Canada
Dominion Diamond Marketing NV 100% Belgium
Note 12:
Commitments and Guarantees
(a) Environmental agreements
Through negotiations of environmental and other agreements, both the Diavik Joint Venture and Ekati Diamond Mine must provide funding for the Environmental Monitoring Advisory Board, and the Independent Environmental Monitoring Agency, respectively. Further funding will be required in future years; however, specific amounts have not yet been determined. These agreements also state that the mines must provide security for the performance of their reclamation and abandonment obligations under all environmental laws and regulations. DDDLP's share of the letters of credit outstanding posted by the operator of the Diavik Joint Venture with respect to the environmental agreements as at July 31, 2013, was $63 million. The agreement specifically provides that these funding requirements will be reduced by amounts incurred by the Diavik Joint Venture on reclamation and abandonment activities. The Company has posted letters of credit of CDN $127 million with the Government of Canada supported by restricted cash in support of the reclamation obligations for the Ekati Diamond Mine.
(b) Participation agreements
Both the Diavik Joint Venture and Ekati Diamond Mine have signed participation agreements with various native groups. These agreements are expected to contribute to the social, economic and cultural well-being of the Aboriginal bands. The Diavik participation agreements are each for an initial term of twelve years and shall be automatically renewed on terms to be agreed upon for successive periods of six years thereafter until termination. The Diavik participation agreements terminate in the event that the Diavik Diamond Mine permanently ceases to operate. Dominion Diamond Corporation's share of the Diavik Joint Venture's participation agreements as at July 31, 2013 was $1.1 million. The Ekati Diamond Mine participation agreements are in place during the life of the Ekati Diamond Mine and the agreements terminate in the event of the mine ceases to operate.
(c) Operating lease commitments
The Company has entered into non-cancellable operating leases for the rental of fuel tanks and office premises for the Ekati Diamond Mine, which expire at various dates through 2016. The leases have varying terms, escalation clauses and renewal rights. Any renewal terms are at the option of the lessee at lease payments based on market prices at the time of renewal. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease, including any periods of free rent. Future minimum lease payments under non-cancellable operating leases as at July 31, 2013 are as follows:
Within one year $ 5,040
After one year but not more than five years 9,847
More than five years 4,058
$ 18,945
Note 13:
Capital Management
The Company's capital includes cash and cash equivalents, current and non-current interest-bearing loans and borrowings and equity, which includes issued common shares, contributed surplus and retained earnings.
The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to maintain its ongoing operations, to provide returns to shareholders and benefits for other stakeholders, and to pursue growth opportunities. To meet these needs, the Company may from time to time raise additional funds through borrowing and/or the issuance of equity or debt or by securing strategic partners, upon approval by the Board of Directors. The Board of Directors reviews and approves any material transactions out of the ordinary course of business, including proposals on acquisitions or other major investments or divestitures, as well as annual capital and operating budgets.
The Company assesses liquidity and capital resources on a consolidated basis. The Company's requirements are for cash operating expenses, working capital, contractual debt requirements and capital expenditures. The Company believes that it will generate sufficient liquidity to meet its anticipated requirements for the next twelve months.
Note 14:
Financial Instruments
The Company has various financial instruments comprising cash and cash equivalents, accounts receivable, trade and other payables, and interest-bearing loans and borrowings.
Cash and cash equivalents consist of cash on hand and balances with banks and short-term investments held in overnight deposits with a maturity on acquisition of less than 90 days. Cash and cash equivalents, which are designated as held-for-trading, are carried at fair value based on quoted market prices and are classified within Level 1 of the fair value hierarchy established by the International Accounting Standards Board.
The fair value of accounts receivable is determined by the amount of cash anticipated to be received in the normal course of business from the financial asset.
The Company's interest-bearing loans and borrowings are for the most part fully secured; hence the fair values of these instruments at July 31, 2013 are considered to approximate their carrying value.
The carrying values and estimated fair values of these financial instruments are as follows:
July 31, 2013
Estimated Carrying
fair value value
Financial assets
Cash and cash
equivalents $ 347,644 $ 347,644
Accounts
receivable 7,603 7,603
$ 355,247 $ 355,247
Financial liabilities
Trade and other
payables $ 103,117 $ 103,117
Interest-bearing
loans and
borrowings 5,065 5,065
$ 108,182 $ 108,182
January 31, 2013
Estimated Carrying
fair value value
Financial assets
Cash and cash
equivalents $ 104,313 $ 104,313
Accounts
receivable 3,705 3,705
$ 108,018 $ 108,018
Financial liabilities
Trade and other
payables $ 39,053 $ 39,053
Interest-bearing
loans and
borrowings 56,307 56,307
$ 95,360 $ 95,360
Note 15:
Segmented Information
The Company operates in three segments within the diamond industry - Diavik Diamond Mine, the Ekati Diamond Mine and Corporate - for the three months ended July 31, 2013.
The Diavik segment consists of the Company's 40% ownership interest in the Diavik group of mineral claims and the sale of rough diamonds. The Ekati segment consists of the Company's ownership interest in the Ekati group of mineral claims and the sale of rough diamonds. The Corporate segment captures all costs not specifically related to the operations of the Diavik and Ekati diamond mines.
For the three months ended July 31, 2013 Diavik Ekati
Sales
North America $ - $ -
Europe 80,530 170,536
India 10,737 -
Total sales 91,267 170,536
Cost of sales
Depreciation and amortization 21,645 10,513
All other costs 46,683 155,531
Total cost of sales 68,328 166,044
Gross margin 22,939 4,492
Gross margin (%) 25.1% 2.6%
Selling, general and administrative expenses
Selling and related expenses 1,409 676
Administrative expenses - -
Total selling, general and administrative expenses 1,409 676
Operating profit (loss) 21,530 3,816
Finance expenses (15,710) (3,927)
Exploration costs (2,210) (935)
Finance and other income 767 265
Foreign exchange loss (1,044) (1,770)
Segmented profit (loss) before income taxes $ 3,333 $ (2,551)
Segmented assets as at July 31, 2013
Canada $ 1,052,351 $ 1,209,335
Other foreign countries 30,011 3,606
$ 1,082,362 $ 1,212,941
Capital expenditures $ 5,553 $ 28,231
Inventory 120,696 248,441
Other significant non-cash items:
Deferred income tax expense (recovery)  $ 4,063 $ (8,350)
For the three months ended July 31, 2012 Diavik Ekati
Sales
North America $ 2,269 $ -
Europe 50,514 -
India 8,690 -
Total sales 61,473 -
Cost of sales
Depreciation and amortization 12,449 -
All other costs 34,335 -
Total cost of sales 46,784 -
Gross margin 14,689 -
Gross margin (%) 23.9%
Selling, general and administrative expenses
Selling and related expenses 1,050 -
Administrative expenses - -
Total selling, general and administrative expenses 1,050 -
Operating profit (loss) 13,639 -
Finance expenses (2,151) -
Exploration costs (568) -
Finance and other income 67 -
Foreign exchange gain 1,048 -
Segmented profit (loss) before income taxes $ 12,035 $ -
Segmented assets as at July 31, 2012
Canada $ 937,687 $ -
Other foreign countries 22,682 -
$ 960,369 $ -
Capital expenditures $ 15,788 $ -
Inventory 141,678 -
Other significant non-cash items:
Deferred income tax recovery $ (1,592) $ -
For the six months ended July 31, 2013 Diavik Ekati
Sales
North America $ 6,179 $ -
Europe 142,172 190,457
India 31,832 -
Total sales 180,183 190,457
Cost of sales
Depreciation and amortization 41,187 10,513
All other costs 89,029 175,178
Total cost of sales 130,216 185,691
Gross margin 49,967 4,766
Gross margin (%) 27.7% 2.5%
Selling, general and administrative expenses
Selling and related expenses 2,518 1,196
Administrative expenses - -
Total selling, general and administrative expenses 2,518 1,196
Operating profit (loss) 47,449 3,570
Finance expenses (17,729) (5,902)
Exploration costs (3,250) (935)
Finance and other income 1,307 529
Foreign exchange gain (loss) 516 (2,599)
Segmented profit (loss) before income taxes $ 28,293 $ (5,337)
Segmented assets as at July 31, 2013
Canada $ 1,052,351 $ 1,209,335
Other foreign countries 30,011 3,606
$ 1,082,362 $ 1,212,941
Capital expenditures $ 16,491 $ 37,011
Inventory 120,696 248,441
Other significant non-cash items:
Deferred income tax recovery  $ (412) $ (12,616)
For the three months ended July 31, 2013 Corporate Total
Sales
North America $ - $ -
Europe - 251,066
India - 10,737
Total sales - 261,803
Cost of sales
Depreciation and amortization - 32,158
All other costs - 202,214
Total cost of sales - 234,372
Gross margin - 27,431
Gross margin (%) -% 10.5%
Selling, general and administrative expenses
Selling and related expenses - 2,085
Administrative expenses 12,971 12,971
Total selling, general and administrative expenses 12,971 15,056
Operating profit (loss) (12,971) 12,375
Finance expenses - (19,637)
Exploration costs - (3,145)
Finance and other income - 1,032
Foreign exchange loss - (2,814)
Segmented profit (loss) before income taxes $ (12,971) $ (12,189)
Segmented assets as at July 31, 2013
Canada $ - $ 2,261,686
Other foreign countries - 33,617
$ - $ 2,295,303
Capital expenditures $ - $ 33,784
Inventory - 369,137
Other significant non-cash items:
Deferred income tax expense (recovery)  $ - $ (4,287)
For the three months ended July 31, 2012 Corporate Total
Sales
North America $ - $ 2,269
Europe - 50,514
India - 8,690
Total sales - 61,473
Cost of sales
Depreciation and amortization - 12,449
All other costs - 34,335
Total cost of sales - 46,784
Gross margin - 14,689
Gross margin (%) -% 23.9%
Selling, general and administrative expenses
Selling and related expenses - 1,050
Administrative expenses 4,700 4,700
Total selling, general and administrative expenses 4,700 5,750
Operating profit (loss) (4,700) 8,939
Finance expenses - (2,151)
Exploration costs - (568)
Finance and other income - 67
Foreign exchange gain - 1,048
Segmented profit (loss) before income taxes $ (4,700) $ 7,335
Segmented assets as at July 31, 2012
Canada $ - $ 937,687
Other foreign countries - 22,682
$ - $ 960,369
Capital expenditures $ - $ 15,788
Inventory - 141,678
Other significant non-cash items:
Deferred income tax recovery $ - $ (1,592)
For the six months ended July 31, 2013 Corporate Total
Sales
North America $ - $ 6,179
Europe - 332,629
India - 31,832
Total sales - 370,640
Cost of sales
Depreciation and amortization - 51,700
All other costs - 264,207
Total cost of sales - 315,907
Gross margin - 54,733
Gross margin (%) -% 14.8%
Selling, general and administrative expenses
Selling and related expenses - 3,714
Administrative expenses 28,184 28,184
Total selling, general and administrative expenses 28,184 31,898
Operating profit (loss) (28,184) 22,835
Finance expenses - (23,631)
Exploration costs - (4,185)
Finance and other income - 1,836
Foreign exchange gain (loss) - (2,083)
Segmented profit (loss) before income taxes $ (28,184) $ (5,228)
Segmented assets as at July 31, 2013
Canada $ - $ 2,261,686
Other foreign countries - 33,617
$ - $ 2,295,303
Capital expenditures $ - $ 53,502
Inventory - 369,137
Other significant non-cash items:
Deferred income tax recovery  $ - $ (13,028)
Sales to one customer totaled $49.0 million for the six months ended July 31, 2013.
For the six months ended July 31, 2012 Diavik Ekati
Sales
North America $ 9,701 $ -
Europe 104,884 -
India 35,897 -
Total sales 150,482 -
Cost of sales
Depreciation and amortization 33,954 -
All other costs 82,929 -
Total cost of sales 116,883 -
Gross margin 33,599 -
Gross margin (%) 22.3%
Selling, general and administrative expenses
Selling and related expenses 2,023 -
Administrative expenses - -
Total selling, general and administrative expenses 2,023 -
Operating profit (loss) 31,576 -
Finance expenses (4,393) -
Exploration costs (822) -
Finance and other income 119 -
Foreign exchange gain 678 -
Segmented profit (loss) before income taxes $ 27,158 $ -
Segmented assets as at July 31, 2012
Canada $ 937,687 $ -
Other foreign countries 22,682 -
$ 960,369 $ -
Capital expenditures $ 33,937 $ -
Inventory 141,678 -
Other significant non-cash items:
Deferred income tax recovery $ (4,161) $ -
For the six months ended July 31, 2012 Corporate Total
Sales
North America $ - $ 9,701
Europe - 104,884
India - 35,897
Total sales - 150,482
Cost of sales
Depreciation and amortization - 33,954
All other costs - 82,929
Total cost of sales - 116,883
Gross margin - 33,599
Gross margin (%) -% 22.3%
Selling, general and administrative expenses
Selling and related expenses - 2,023
Administrative expenses 10,467 10,467
Total selling, general and administrative expenses 10,467 12,489
Operating profit (loss) (10,467) 21,110
Finance expenses - (4,393)
Exploration costs - (822)
Finance and other income - 119
Foreign exchange gain - 678
Segmented profit (loss) before income taxes $ (10,467) $ 16,692
Segmented assets as at July 31, 2012
Canada $ - $ 937,687
Other foreign countries - 22,682
$ - $ 960,369
Capital expenditures $ - $ 33,937
Inventory - 141,678
Other significant non-cash items:
Deferred income tax recovery $ - $ (4,161)
For further information:
Mr. Richard Chetwode, Vice President, Corporate Development, +44(0)7720-970-762 or rchetwode@ddcorp.ca
Ms. Kelley Stamm, Manager, Investor Relations, +1-416-205-4380 or kstamm@ddcorp.ca
SOURCE Dominion Diamond Corporation
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