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ROCKWOOD HOLDINGS, INC. FILES (8-K/A) Disclosing Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

August 4, 2014

Item 2.01 Completion of Acquisition or Disposition of Assets.

This current report on Form 8-K/A of Rockwood Holdings, Inc. ("Rockwood" or the "Company") is being filed to amend the Form 8-K filed on June 2, 2014 to include (i) the audited consolidated financial statements of Windfield Holdings Pty. Ltd. ("Windfield"), which is the parent of Talison Lithium Pty. Ltd. ("Talison"), a company domiciled in Australia, and a subsidiary of Chengdu Tianqi Industry Group ("Tianqi") as of December 31, 2013 and for the period from March 26, 2013 to December 31, 2013, and (ii) the unaudited pro forma financial information giving effect to the completed purchase by RT Lithium Limited, a wholly-owned subsidiary of Rockwood of a 49% equity interest in Windfield as of March 31, 2014 and for the three months ended March 31, 2014 and the year ended December 31, 2013.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The following audited consolidated financial statements of Windfield as of December 31, 2013 and for the period from March 26, 2013 to December 31, 2013 are set forth herein beginning on page 3 of this report:

Consolidated statement of profit or loss and other comprehensive income for the period from March 26, 2013 to December 31, 2013

Consolidated statement of financial position as of December 31, 2013

Consolidated statement of changes in equity for the period from March 26, 2013 to December 31, 2013

Consolidated cash flow statement for the period from March 26, 2013 to December 31, 2013

Notes to the financial statements for the period from March 26, 2013 to December 31, 2013

Independent Auditors' Report



(b) Pro forma financial information.

The following unaudited pro forma financial information of the Company as of March 31, 2014 and for the three months ended March 31, 2014 and the year ended December 31, 2013 is set forth herein beginning on page 36 of this report:

Pro forma condensed consolidated balance sheet as of March 31, 2014 (unaudited)

Notes to pro forma condensed consolidated balance sheet (unaudited)

Pro forma condensed consolidated statement of operations for the three months ended March 31, 2014 (unaudited)

Notes to pro forma condensed statement of operations (unaudited)

Pro forma condensed consolidated statement of operations for the year ended December 31, 2013 (unaudited)

Notes to pro forma condensed consolidated statements of operations (unaudited)

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WINDFIELD HOLDINGS PTY LTD General Purpose Consolidated Financial Report 26 March 2013 to 31 December 2013 Expressed in thousands of Australian dollars (A$000) unless otherwise stated 3



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Consolidated statement of profit or loss and other comprehensive income

For the period from 26 March 2013 to 31 December 2013

Note A$'000 Sales revenue 120,392 Cost of sales (109,669 ) Other income 506 General and administration expenses (6,667 ) Other expenses (328 ) Operating profit 4,234 Business combination expenses 3 (34,370 ) Financial income 5,095 Financial expenses (4,067 ) Net finance income 5 1,028 Loss before income tax (29,107 ) Income tax expense 6 (1,348 ) Loss for the period (30,455 )



Other comprehensive income/(loss) Items that may be reclassified subsequently to profit or loss Net change in fair value of cash flow hedges, net of tax

(55 ) Equity accounted foreign currency translation differences 1,408 Other comprehensive income for the period 1,353 Total comprehensive loss for the period (29,102 )



The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

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Consolidated statement of financial position

As at 31 December 2013 Note A$'000 ASSETS Current assets Cash and cash equivalents 21 103,464 Trade and other receivables 7 17,830 Inventories 8 36,723 Other assets 10 Total current assets 158,027 Non-current assets Property, plant and equipment 9 640,992 Intangible assets 10 8,582 Equity accounted investment 11 29,536 Deferred tax assets 12 14,842 Total non-current assets 693,952 Total assets 851,979 LIABILITIES Current liabilities Trade and other payables 13 15,660 Interest-bearing liabilities 14 459 Tax payable 16,072 Provisions 15 37,298 Other liabilities 13 Total current liabilities 69,502 Non-current liabilities Interest-bearing liabilities 14 771 Provisions 15 17,996 Total non-current liabilities 18,767 Total liabilities 88,269 Net assets 763,710 EQUITY Share capital 16 792,944 Reserves 1,353 Accumulated losses (30,587 ) Total equity 763,710



The above consolidated statement of financial position should be read in conjunction with the accompanying notes

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Consolidated statement of changes in equity

For the period from 26 March 2013 to 31 December 2013

Equity accounted Share translation Hedging Accumulated Total capital reserve reserve losses Equity Note A$'000 A$'000 A$'000 A$'000 A$'000 Balance as at 26 March 2013 16 792,944 - - (132 ) 792,812 Total comprehensive income/(expense) for the period Loss for the period - - - (30,455 ) (30,455 ) Net change in fair value of cash flow hedges, net of tax - - (55 ) - (55 ) Foreign currency translation - 1,408 - - 1,408 Total comprehensive income/(expense) for the period - 1,408 (55 ) (30,455 ) (29,102 ) Balance as at 31 December 2013 792,944 1,408 (55 ) (30,587 ) 763,710



The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes

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Consolidated cash flow statement

For the period from 26 March 2013 to 31 December 2013

Note A$'000 Cash flows from operating activities Cash receipts from customers 129,124 Cash paid to suppliers and employees (75,652 ) Interest paid (52 ) Interest received 2,026 Other income 332 Net cash inflow from operating activities 21 55,778 Cash flows from investing activities Proceeds from sale of property, plant and equipment 384 Payments for property, plant and equipment (6,774 ) Payments for intangibles (3,732 ) Payments for exploration and evaluation expenditure (571 ) Acquisition of subsidiaries, net of cash acquired (531,361 ) Net cash outflow from investing activities (542,054 ) Cash flows from financing activities Repayment of borrowings (24,265 ) Payments for borrowing costs (156 ) Payments for finance lease liabilities (277 ) Net cash outflow from financing activities (24,698 ) Net decrease in cash and cash equivalents (510,974 ) Cash and cash equivalents at beginning of period 613,708 Effects of exchange rate fluctuation on cash held 730 Cash and cash equivalents at 31 December 2013 103,464



The above consolidated cash flow statement should be read in conjunction with the accompanying notes.

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Notes to the financial statements

For the period from 26 March 2013 to 31 December 2013

1 Reporting Entity



Windfield Holdings Pty Ltd (the "Company" or "Windfield") is a company domiciled in Australia. The address of the Company's registered office is Level 4, 37 St Georges Terrace, Perth, Western Australia 6000.

The consolidated financial report of the Company as at and for the period from 26 March 2013 to 31 December 2013 comprises the Company and its subsidiaries (together referred to as the "Group"). The Group is primarily involved in the mining, development and exploration of mineral properties in Australia and exploration of mineral properties in Chile.

2 Basis of preparation (a) Statement of compliance



The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB) for the purposes of assisting Rockwood Holdings Inc meet its filing obligations with the Securities and Exchange Commission, following its acquisition of a 49% interest in Windfield on 28 May 2014.

These financial statements reflect the financial performance, cash flows and financial position of the Group following the acquisition of Talison Lithium Limited ("Talison") on 26 March 2013. The Company was incorporated on 21 September 2012 and essentially did not trade before the acquisition of Talison. Comparatives are therefore not presented.

The consolidated financial statements were authorised for issue by the Board of Directors on 31 July 2014.

Details of the Group's accounting policies, including changes during the period, are included in Note 24.

(b) Basis of measurement



The consolidated financial statements have been prepared on an historical cost basis except for derivative financial instruments which are measured at fair value.

(c) Functional and presentation currency



Items included in the financial statements of the Group are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The functional currency of the Australian operations is Australian dollars ("A$" or "AUD"). The functional currency of the Chilean joint venture is Chilean Pesos ("CLP"). The consolidated financial statements are presented in A$.

(d) Use of estimates and judgements

The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 25.

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Notes to the financial statements

For the period from 26 March 2013 to 31 December 2013

3 Acquisition of subsidiary



On 26 March 2013, the Group acquired 80.01% of the shares and voting interests of Talison. As a result, the Group's equity interest in Talison, which is primarily involved in the mining, development and exploration of mineral properties in Australia and exploration of mineral properties in Chile, increased from 19.99% to 100%. The primary reason for the acquisition was to enable the Group's ultimate parent company, Chengdu Tianqi Industry Group ("Tianqi") to secure supply of raw material.

The following summarises the consideration transferred, and the recognized amounts of assets acquired and liabilities assumed at the acquisition date:

Note A$'000



Identifiable assets acquired and liabilities assumed Property, plant and equipment

650,058 Intangible assets 4,973 Deferred tax assets 16,034 Equity accounted interest in joint venture 27,550 Inventories 67,105 Trade receivables (b) 17,988 Other receivables (b) 1,929 Prepayments 254 Cash and cash equivalents 82,295 Derivative financial instruments 1,634 Loans and borrowings (25,342 ) Rehabilitation provision (19,846 ) Trade and other payables (13,076 ) Employee benefits (5,465 ) Income tax payable (15,996 ) 790,095 Fair value of pre-existing interest (a)(i) 156,239 Cash - consideration (a)(ii) 633,856 790,095



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(a) Consideration transferred (i) Pre-existing interest - initial 19.99% investment



Consideration for the acquisition of 19.99% of Talison includes $152.398 million that was paid prior to 26 March 2013 and $3.841 million that was paid after 26 March 2013. The re-measurement of this pre-existing interest to fair value did not result in a gain or loss.

(ii) Subsequent 80.01% investment



Consideration for the acquisition of 80.01% of Talison includes a $24.041 million deposit paid prior to 26 March 2013 with the remaining $609.815 million paid on 26 March 2013.

(b) Receivables acquired



The fair value and gross contractual amount of receivables acquired by the Group are the same as the book value at the acquisition date. All acquired receivables are expected to be collectible.

(c) Business combination expenses

The Group incurred business combination expenses of $34.370 million related to stamp duty, external legal fees, tax advice and due diligence costs during the period from 26 March 2013 to 31 December 2013.

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Notes to the financial statements

For the period from 26 March 2013 to 31 December 2013

4 Segment reporting (a) Reportable segments



The Company operates in the lithium exploration and production operating segment within the following geographical segments:

Australia



The Group maintains a registered office in Perth and operates the Greenbushes lithium mine.

Chile



The Group conducts exploration of its project in Chile via its equity accounted joint venture (refer to Note 11).

(b) Information about reportable segments



Segment profit or loss for the period 26 March 2013 to 31 December 2013 and segment assets and liabilities at 31 December 2013 were as follows:

26 Mar 2013 to 31 Dec 2013 A$'000 Profit or loss Australia (29,107 ) Chile -



Consolidated profit before tax (29,107 )

Assets Australia 822,424 Chile 29,555 Consolidated total assets 851,979 Liabilities Australia 88,267 Chile 2 Consolidated total liabilities 88,269



The Chilean operation did not earn revenue during the period 26 March 2013 to 31 December 2013.

(c) Major customers



Revenues from transactions with 2 single external customers each amounted to more than 10 per cent of the entity's revenues. Revenues from the 2 major customers represented approximately A$54 million and A$19 million of the Group's total revenues, respectively.

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Notes to the financial statements

For the period from 26 March 2013 to 31 December 2013

5 Income and expense (a) Finance and income expense 26 Mar 2013 to 31 Dec 2013 A$'000 Interest income on bank deposits 2,333 Net realised foreign exchange gain 1,933 Net unrealised foreign exchange gain 829 Finance income 5,095



Interest expense on financial liabilities measured at amortised cost

(2,017 ) Unwind of discount on rehabilitation provision (538 )



Net realised loss on the settlement of foreign exchange derivatives

(375 ) Net unrealised loss on foreign exchange derivatives through profit and loss (1,137 ) Finance expense (4,067 ) Net finance income 1,028 6 Income tax (a) Income tax expense 26 Mar 2013 to 31 Dec 2013 A$'000 Current tax benefit (34 ) Under (over) provided in prior periods 190



Deferred tax expense relating to the origination and reversal of temporary differences

1,192 Total income tax expense in statement of profit or loss and other income 1,348 (b) Income tax recognised in other comprehensive income 26 Mar 2013 to 31 Dec 2013 Tax (expense) Net of Before tax benefit tax Foreign currency translation differences on equity accounted joint venture 1,408 - 1,408 Cash flow hedges (78 ) 23 (55 ) 1,330 23 1,353 11



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Notes to the financial statements

For the period from 26 March 2013 to 31 December 2013

(c) Reconciliation of income tax expense to prima facie tax payable 26 Mar 2013 to 31 Dec 2013 A$'000 Loss before tax (29,107 ) Income tax benefit using the domestic corporation tax rate of 30% (8,732 ) Increase/(decrease) in income tax expense due to: Business combination expenses 10,134 Other non-deductible / (deductible) items (210 )



Utilisation of deferred tax assets for tax losses previously not recognised

(34 ) Under/(over) provided in prior periods 190 Income tax expense on profit/(loss) before tax 1,348 7 Trade and other receivables 31 Dec 2013 A$'000 Current Trade receivables 11,589 Other receivables 5,372 Prepayments 869 17,830 8 Inventories 31 Dec 2013 A$'000 Current Consumable stores 3,487 Work in progress 17,136 Finished goods 16,100 36,723 12



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Notes to the financial statements

For the period from 26 March 2013 to 31 December 2013

9 Property, plant and equipment Mine properties Capital Land and Plant and and works in buildings equipment development progress Total Consolidated A$'000 A$'000 A$'000 A$'000 A$'000 Period ended 31 December 2013 Acquisitions through business combinations 7,361 111,338 530,530 829 650,058 Additions - - 77 4,819 4,896 Deferred waste mining costs - - 2,947 - 2,947 Disposals - cost - (635 ) - - (635 ) Disposals - accumulated depreciation - 402 - - 402



Depreciation/amortisation

expense (141 ) (4,543 ) (6,359 ) - (11,043 ) Decrease in rehabilitation asset - - (5,633 ) - (5,633 ) Transfers/reclassifications 13 1,369 - (1,382 ) - Closing written down value 7,233 107,931 521,562 4,266 640,992 At 31 December 2013 Cost 7,374 112,072 527,921 4,266 651,633



Accumulated

depreciation/amortisation (141 ) (4,141 ) (6,359 ) - (10,641 ) Net written down value 7,233 107,931 521,562 4,266 640,992 (i) Leased plant and machinery



The Group leases plant and machinery under a number of finance lease agreements. At 31 December 2013, the net carrying amount of leased plant and machinery was $1.331 million.

(ii) Security



As per Note 14, assets with a carrying amount of $1.331 million have been pledged as security for lease finance provided to the Group.

10 Intangible assets Software Technology Total Consolidated A$'000 A$'000 A$'000 Period ended 31 December 2013 Acquisitions through business combinations 1,183 3,790 4,973 Additions 649 3,058 3,707 Amortisation expense (98 ) - (98 ) Closing written down value 1,734 6,848 8,582 At 31 December 2013 Cost 1,832 6,848 8,680 Accumulated amortisation (98 ) - (98 ) Net written down value 1,734 6,848 8,582 13



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Notes to the financial statements

For the period from 26 March 2013 to 31 December 2013

11 Equity accounted investment in joint venture



The Group has a 50% interest in Salares de Atacama Sociedad Contractual Minera ("SALA"), a company that holds a group of concessions in Region III, Chile. SALA has no liabilities and its only asset, after fair value adjustments, is this exploration and evaluation asset. The parties to the joint venture equally bear the costs of maintaining the concessions SALA holds. The Group considers that it has joint control of SALA and that SALA is a joint venture under IFRS 11 Joint Arrangements. The Group's investment in SALA is measured using the equity method.

The movement in the equity accounted investment is attributable to the following: 26 Mar 2013 to 31 Dec 2013 A$'000 Acquisitions through business combinations 27,550 Share of gains/losses during the period - Additional joint venture investment 563 Effect of movements in foreign exchange 1,423 Carrying amount at end of the period 29,536 12 Deferred tax assets / (liabilities) (a) Recognised deferred tax assets and liabilities



Deferred tax assets and liabilities are attributable to the following:

31 Dec 2013 A$'000 Cash (3 ) Trade and other receivables (261 ) Inventories 10,869 Foreign currency derivatives 1 Property, plant and equipment (5,668 ) Intangibles (2,092 ) Trade and other payables 605 Provisions 6,454 Share issue costs 660



Attempted initial public offering costs 4,193 Tax losses recognised

84 Net deferred tax asset (liability) 14,842 13 Trade and other payables 31 Dec 2013 . . .


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