TORONTO, December 10, 2012 /PRNewswire/ --
Harry Winston Diamond Corporation (TSX: HW) (NYSE:HWD) (the
"Company") today announced its third quarter Fiscal 2013 results
for the quarter ending October 31,
2012.
Robert Gannicott, Chairman and
Chief Executive Officer stated, "This has been a quarter of
solid progress on many fronts for us. Our luxury brand business has
demonstrated strong growth in its bridal jewelry sales, with the
higher margins and broader base that this implies, while the Diavik
Project has successfully switched fully to underground ore
production. Although the underground mine is still tuning its
operating procedures, it has already reached and exceeded its
planned underground production rate. The rough diamond market has
recovered its poise as optimism returns
in America, still the world's largest consumer
of diamond jewelry."
The Company is pleased to announce the appointment of
Chuck Strahl to its Board of
Directors. Mr. Gannicott added, "We welcome Chuck Strahl to our board of directors. Chuck
recently retired from almost 18 years in federal politics having
served as both Minister of Transport and Minister of Aboriginal
Affairs and Northern Development. His experience and interest in
northern development is a welcome addition to the board."
Third Quarter
Highlights:
Consolidated
- Consolidated sales increased 51% to $180.4 million for the third quarter compared to
$119.7 million for the comparable
quarter of the prior year. Operating profit was $10.3 million compared to an operating loss of
$2.0 million in the comparable
quarter of the prior year. (Included in the prior year's
operating loss was a $13.0 million
paste plant de-recognition charge for the mining segment.)
EBITDA increased 64% to $34.8 million
compared to $21.2 million in the
comparable quarter of the prior year.
- Consolidated net profit attributable to shareholders for the
third quarter was $3.4 million or
$0.04 per share compared to net loss
attributable to shareholders of $4.7 million or $0.06 per share in the comparable quarter of the
prior year. Included in the prior year period net loss was a
$8.4 million (or $0.10 per share) after-tax paste plant
de-recognition charge.
Mining Segment
- Rough diamond sales increased 134% to $84.8 million, versus $36.2 million in the comparable quarter of the
prior year. The increase in sales resulted from a 286% increase in
volume of carats sold during the quarter. The Company sold
approximately 0.88 million carats at an average price of
$96 per carat versus approximately
0.23 million carats at an average price of $159 per carat in the comparable quarter of the
prior year.
- The 39% decrease in the Company's achieved average rough
diamond prices during the third quarter resulted primarily from the
sale of a higher portion of smaller size diamonds due to an
improved market for these goods. Had the Company sold only
the last production shipped in the third quarter, the estimated
achieved price would have been approximately $123 per carat based on the prices achieved in
the October 2012 sale.
- Rough diamond production for the calendar quarter ended
September 30, 2012 was 0.77 million
carats (40% basis), which was consistent with the comparable period
of the prior year.
Luxury Brand
Segment
- Luxury brand segment sales increased 14% (17% at constant
exchange rates) to $95.6 million
compared to $83.5 million in the
comparable quarter of the prior year. The total number of
units sold increased by 8% over the comparable quarter of the prior
year.
- Operating profit for the luxury brand segment increased 265% to
$5.3 million in the third quarter
compared to $1.5 million in the
comparable quarter of the prior year.
- On November 7, 2012, the luxury
brand segment amended its senior secured revolving credit facility
to add an additional $40 million of
capacity, increasing the total facility to $300 million. The facility has a maturity
date of August 30, 2017.
Fiscal 2013 Third
Quarter Financial Summary
(US$ in millions except Earnings per Share amounts)
Three months Three months Nine months Nine months
ended ended ended ended
Oct 31, 2012 Oct 31, 2011 Oct 31, 2012 Oct 31, 2011
Sales $180.4 $119.7 $549.8 $486.0
- Mining Segment 84.8 36.2 235.3 187.9
- Luxury Brand Segment 95.6 83.5 314.5 298.1
Operating profit
(loss) 10.3 (2.0) 45.4 25.8
- Mining Segment 9.2 (1.2) 37.3 21.3
- Luxury Brand Segment 5.3 1.5 20.5 12.6
- Corporate Segment (4.2) (2.3) (12.4) (8.1)
Net profit (loss)
attributable to
shareholders 3.4 (4.7) 19.8 8.9
Earnings (loss) per
share $0.04 $(0.06) $0.23 $0.10
Complete financial statements, MD&A and a discussion of risk
factors are included in the accompanying release.
Outlook
Mining Segment
Diavik Diamond Mine's full-year target production is expected to be
approximately 7.1 million carats from the mining of 2.1 million
tonnes of ore and the processing of 2.0 million tonnes of ore. The
decrease in carats from the original plan is primarily due to
deferring the processing and recovery of lower value carats from
the re-processed rejects ("RPR") in favour of processing
underground ore containing higher valued carats.
A new mine plan and budget for calendar 2013 is under final
review by Rio Tinto plc and the Company. The plan for calendar 2013
foresees Diavik Diamond Mine production of approximately 6 million
carats from the mining and processing of approximately 1.6 million
tonnes of ore with a further 0.2 million tonnes processed from
stockpiled ore from calendar 2012. Mining activities will be
exclusively underground. Included in the estimated production for
calendar 2013 is approximately 0.6 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.
On November 13, 2012, the Company
entered into share purchase agreements with BHP Billiton Canada
Inc. and various affiliates to purchase 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 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. The agreed purchase price,
payable in cash, is $400 million for
the Core Zone interest and $100
million for the Buffer Zone interest, subject to adjustments
in accordance with the terms of the share purchase agreements. The
share purchase agreements include typical closing conditions,
including receipt of required regulatory and Competition Act
approvals. Each of the Core Zone and the Buffer Zone is subject to
a separate joint venture agreement. BHP Billiton holds an 80%
interest in the Core Zone and a 58.8% interest in the Buffer Zone,
with the remainder held by the Ekati minority joint venture
parties. Pursuant to the joint venture agreements, BHP Billiton
will first separately offer to the joint venture parties its
interest in each of the Core and Buffer Zones on the same terms as
those agreed to by the Company. The joint venture parties will then
have 60 days to elect to acquire either or both of those interests.
Any interests that the joint venture parties do not elect to
acquire within that time period can then be transferred to the
Company in the following 60 days. If the Core Zone
transaction is not completed because the minority joint venture
parties exercise their pre-emptive rights, the Company will be
entitled to be paid a termination fee of $30
million by BHP Billiton. Closing of the transactions is
currently expected to occur before the end of March, 2013. The
purchase price for the acquisitions will be satisfied from cash
resources on hand and from new debt financing that has been
arranged with two banks. The new facilities will comprise a
$400 million term loan, a
$100 million revolving credit
facility (of which $50 million will
be available for purposes of funding the Ekati acquisition) and a
$140 million letter of credit
facility in support of the Core Zone environmental reclamation
bond. The new facilities will be secured and will replace the
Company mining segment's current $125
million facility with Standard Chartered Bank, which will be
repaid and terminated on closing.
Luxury Brand Segment
Continued economic uncertainty in Europe coupled with the softening in consumer
demand in China and the budget
policy issues in the US are likely to translate into slower growth
in the near term, impacting the holiday season. The Company
believes that the Harry Winston brand is well positioned to
continue to increase its market share in the luxury jewelry and
timepiece sector. New salons in China have significantly improved the
distribution network in the fastest growing luxury market in the
world. During August 2012, a new
directly operated salon was opened in the Harrods department store
in London, England. A new directly
operated salon is also expected to be opened early next year in
Geneva, Switzerland. In addition,
a new licensed salon is expected to be opened in Kuwait City, Kuwait, during the first quarter of next
fiscal year. The Company plans to expand by 15 wholesale watch
doors to 216 doors by the end of fiscal 2013.
Conference Call and Webcast
Beginning at 8:30AM (ET) on
Friday, December 7th, 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 investor relations web site at
http://investor.harrywinston.com or by dialing 877-299-4454 within
North America or 617-597-5447 from
international locations and entering passcode 95731015.
An online archive of the broadcast will be available by
accessing the Company's investor relations web site at
http://investor.harrywinston.com. A telephone replay of the call
will be available one hour after the call through 11:00PM (ET), Friday,
December 21st, 2012 by dialing 888-286-8010 within
North America or 617-801-6888 from
international locations and entering passcode 96824980.
About Harry Winston Diamond
Corporation
Harry Winston Diamond Corporation is a diamond enterprise with
premium assets in the mining and retail segments of the diamond
industry. Harry Winston supplies rough diamonds to the global
market from its 40 percent ownership interest in the Diavik Diamond
Mine. The Company's luxury brand segment is a premier
diamond jeweler and luxury timepiece retailer with salons in key
locations, including New York,
Paris, London, Beijing, Shanghai, Hong
Kong, Singapore,
Tokyo and Beverly Hills.
The Company focuses on the two most
profitable segments of the diamond industry, mining and retail, in
which its expertise creates shareholder value. This unique business
model provides key competitive advantages; rough diamond sales and
polished diamond purchases provide market intelligence that
enhances the Company's overall performance.
For more information, please
visit http://www.harrywinston.comor for investor
information,
visit http://investor.harrywinston.com.
Highlights
(ALL FIGURES ARE IN UNITED STATES DOLLARS UNLESS OTHERWISE
INDICATED)
Consolidated sales were $180.4
million for the third quarter compared to $119.7 million for the comparable quarter of the
prior year, resulting in an operating profit of $10.3 million compared to an operating loss of
$2.0 million in the comparable
quarter of the prior year. Gross margin increased 49% to
$65.7 million from $44.2 million in the comparable quarter of the
prior year. Consolidated EBITDA was $34.8
million compared to $21.2
million in the comparable quarter of the prior year. The
Company had 0.8 million carats of rough diamond inventory with an
estimated current market value of approximately $110 million at October
31, 2012, of which approximately $60
million represents rough diamond inventory available for
sale.
The mining segment recorded sales of $84.8 million, a 134% increase from $36.2 million in the comparable quarter of the
prior year. The increase in sales resulted from a 286% increase in
volume of carats sold during the quarter, offset by a 39% decrease
in achieved rough diamond prices. In the comparable quarter of the
prior year, the Company chose to hold inventory due to market
conditions. Rough diamond production during the third calendar
quarter was consistent with the comparable period of the prior
year. The mining segment recorded operating profit of $9.2 million compared to an operating loss of
$1.1 million in the comparable
quarter of the prior year. Included in the operating loss for the
prior year was a $13.0 million
($8.4 million after tax) non-cash
charge related to the de-recognition of certain assets associated
with paste production at the Diavik Diamond Mine, which were no
longer expected to be required for underground mining. EBITDA for
the mining segment was $29.8 million
compared to $18.8 million in the
comparable quarter of the prior year.
The luxury brand segment recorded sales of $95.6 million, an increase of 14% from sales of
$83.5 million in the comparable
quarter of the prior year (an increase of 17% at constant exchange
rates). Operating profit was $5.3
million for the quarter compared to $1.5 million in the comparable quarter of the
prior year. EBITDA for the luxury brand segment was $9.1 million compared to $4.5 million in the comparable quarter of the
prior year.
The corporate segment recorded selling, general and
administrative expenses of $4.3
million compared to $2.3
million in the comparable quarter of the prior year.
The Company recorded a consolidated net profit attributable to
shareholders of $3.4 million or
$0.04 per share for the quarter,
compared to a net loss attributable to shareholders of $4.7 million or $0.06 per share in the third quarter of the prior
year.
Management's
Discussion and Analysis
PREPARED AS OF DECEMBER 6, 2012 (ALL FIGURES ARE IN UNITED STATES DOLLARS UNLESS OTHERWISE
INDICATED)
The following is management's discussion and analysis
("MD&A") of the results of operations for Harry Winston
Diamond Corporation ("Harry Winston Diamond Corporation", or
the "Company") for the three and nine months ended October 31, 2012, and its financial position
as at October 31, 2012. This MD&A
is based on the Company's unaudited interim condensed consolidated
financial statements prepared in accordance with International
Financial Reporting Standards ("IFRS") and should be read in
conjunction with the unaudited interim condensed consolidated
financial statements and notes thereto for the three and nine
months ended October 31, 2012 and the
audited consolidated financial statements of the Company and notes
thereto for the year ended January 31,
2012. Unless otherwise specified, all financial information
is presented in United States
dollars. Unless otherwise indicated, all references to "third
quarter" refer to the three months ended October 31. Unless otherwise indicated,
references to "international" for the luxury brand segment refer to
Europe and Asia.
Certain information included in this MD&A may constitute
forward-looking information within the meaning of Canadian and
United States securities laws. In
some cases, forward-looking information can 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" or other similar expressions concerning matters
that are not historical facts. Forward-looking information may
relate to management's future outlook and anticipated events or
results, and may include statements or information regarding plans,
timelines and targets for construction, mining, development,
production and exploration activities at the Diavik Diamond Mine,
future mining and processing at the Diavik Diamond Mine, projected
capital expenditure requirements and the funding thereof, liquidity
and working capital requirements and sources, estimated reserves
and resources at, and production from, the Diavik Diamond Mine, the
number and timing of expected rough diamond sales, the demand for
rough diamonds, expected diamond prices and expectations concerning
the diamond industry and the demand for luxury goods, expected cost
of sales and gross margin trends in the mining segment, targets for
compound annual growth rates of sales and operating income in the
luxury brand segment, plans for expansion of the luxury brand
retail salon network, expected sales trends and market conditions
in the luxury brand segment, and the ability to obtain the
necessary regulatory approvals to complete the Ekati transactions
and the time frame required to do so and to satisfy the other
conditions to closing. Actual results may vary from the
forward-looking information. See "Risks and Uncertainties" on page
21 for material risk factors that could cause actual results to
differ materially from the forward-looking information.
Forward-looking information is based on certain factors and
assumptions regarding, among other things, mining, production,
construction and exploration activities at the Diavik Diamond Mine,
world and US economic conditions, the worldwide demand for luxury
goods, and the timeline for the funding of the Ekati transaction.
In making statements regarding expected diamond prices and
expectations concerning the diamond industry and expected sales
trends and market conditions in the luxury brand segment, the
Company has made assumptions regarding, among other things, the
state of world and US economic conditions, worldwide diamond
production levels, and demand for luxury goods. While the Company
considers these assumptions to be reasonable based on the
information currently available to it, they may prove to be
incorrect. See "Risks and Uncertainties" on page 21.
Forward-looking information is subject to certain factors,
including risks and uncertainties, which could cause actual results
to differ materially from what we currently expect. 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, and
risks of changes to the mine plan for the Diavik Diamond Mine,
risks associated with the remote location of and harsh climate at
the Diavik Diamond Mine site, risks resulting from the Eurozone
financial crisis, risks associated with regulatory requirements,
fluctuations in diamond prices and changes in US and world economic
conditions, the risk of fluctuations in the Canadian/US dollar
exchange rate, cash flow and liquidity risks, the risks relating to
the Company's expansion strategy, the risk of competition in the
luxury jewelry business as well as changes in demand for high-end
luxury goods, and risks relating to the timing of and ability to
obtain necessary regulatory approvals for, and to satisfy the other
closing conditions of, the Ekati transactions and the mining
segment's related new credit facilities. Please see page 21 of this
Interim Report, as well as the Company's current Annual Information
Form, available at http://www.sedar.com, for a discussion of these
and other risks and uncertainties involved in the Company's
operations.
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 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. Additional
information concerning factors that may cause actual results to
materially differ from those in such forward-looking statements is
contained in the Company's filings with Canadian and United States securities regulatory
authorities and can be found at http://www.sedar.com and
http://www.sec.gov, respectively.
Summary Discussion
Harry Winston Diamond Corporation is a diamond enterprise with
premium assets in the mining and retailing segments of the diamond
industry. The Company supplies rough diamonds to the global market
from its 40% ownership interest in the Diavik Diamond Mine, located
in Canada's Northwest Territories. The Company's luxury
brand segment is a premier diamond jeweler and luxury timepiece
retailer with salons in key locations including New York, Paris, London, Beijing, Shanghai, Tokyo, Hong
Kong and Beverly Hills.
The Company's mining asset is an ownership interest in the
Diavik group of mineral claims. The Diavik Joint Venture (the
"Joint Venture") is an unincorporated joint arrangement between
Diavik Diamond Mines Inc. ("DDMI") (60%) and Harry Winston
Diamond Limited Partnership ("HWDLP") (40%) where HWDLP 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 and HWDLP are headquartered in
Yellowknife, Canada. DDMI is a
wholly owned subsidiary of Rio Tinto plc of London, England.
On November 13, 2012, the Company
entered into share purchase agreements with BHP Billiton Canada
Inc. and various affiliates to purchase 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 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. The agreed purchase price,
payable in cash, is $400 million for
the Core Zone interest and $100
million for the Buffer Zone interest, subject to adjustments
in accordance with the terms of the share purchase agreements. The
share purchase agreements include typical closing conditions,
including receipt of required regulatory and Competition Act
approvals. Each of the Core Zone and the Buffer Zone is subject to
a separate joint venture agreement. BHP Billiton holds an 80%
interest in the Core Zone and a 58.8% interest in the Buffer Zone,
with the remainder held by the Ekati minority joint venture
parties. Pursuant to the joint venture agreements, BHP Billiton
will first separately offer to the joint venture parties its
interest in each of the Core and Buffer Zones on the same terms as
those agreed to by the Company. The joint venture parties will then
have 60 days to elect to acquire either or both of those interests.
Any interests that the joint venture parties do not elect to
acquire within that time period can then be transferred to the
Company in the following 60 days. If the Core Zone
transaction is not completed because the minority joint venture
parties exercise their pre-emptive rights, the Company will be
entitled to be paid a termination fee of $30
million by BHP Billiton. Closing of the transactions is
currently expected to occur before the end of March, 2013. The
purchase price for the acquisitions will be satisfied from cash
resources on hand and from new debt financing that has been
arranged with two banks. The new facilities will comprise a
$400 million term loan, a
$100 million revolving credit
facility (of which $50 million will
be available for purposes of funding the Ekati acquisition) and a
$140 million letter of credit
facility in support of the Core Zone environmental reclamation
bond. The new facilities will be secured and will replace the
Company mining segment's current $125
million facility with Standard Chartered Bank, which will be
repaid and terminated on closing.
Market Commentary
The Diamond Market
During the third quarter, improved retail sales, especially in
India and the US, have given a
boost to the diamond market, resulting in stabilization of both
rough and polished diamond prices, despite continued macroeconomic
uncertainty. In China, renewed
activity in the retail market together with changes in the
political landscape are expected to have a positive impact on
demand from this region. In light of this improvement, the industry
lending banks appear more relaxed about the current level of credit
notwithstanding some concerns about profitability among diamond
manufacturers. In recent months, the industry has taken a more
pragmatic approach to both rough diamond buying and diamond
manufacturing and is generally better positioned to benefit from an
improved market over the holiday season.
The Luxury Jewelry and Timepiece Market
The global luxury market for jewelry and timepieces continued to
generate healthy growth during the third quarter. Consumer demand
for luxury products from strong European and North American brands
continues to increase, supported by tourism from emerging markets.
Expansion of luxury brand networks in emerging markets combined
with targeted marketing campaigns is translating into growing
numbers of new luxury consumers. Against these general trends,
Hurricane Sandy negatively impacted retail businesses in the
northeastern US at the end of the Company's third quarter, with
store closures and power outages of up to a week. This, together
with continuing economic uncertainty in Europe, softening demand in China and budget policy issues in the US, are
likely to result in slower growth in the near term. Longer term,
demand for luxury products is expected to continue to grow as a
result of the anticipated economic recovery in the US, increasing
mobility of consumers and growing demand from emerging markets. The
Chinese market is expected to continue to provide the strongest
growth in demand for luxury products, both directly in China as well as through tourism abroad.
Condensed Consolidated Financial Results
The following is a summary of the Company's consolidated quarterly
results for the eight quarters ended October
31, 2012 following the basis of presentation utilized in its
IFRS financial statements:
(expressed in thousands of United States dollars except per share amounts
and where otherwise noted)
(unaudited)
2013 2013 2013 2012
Q3 Q2 Q1 Q4
Sales $ 180,399 $ 176,897 $ 192,461 $ 216,017
Cost of sales 114,690 104,694 119,134 129,807
Gross margin 65,709 72,203 73,327 86,210
Gross margin (%) 36.4% 40.8% 38.1% 39.9%
Selling, general and administrative expenses 55,387 55,819 54,669 55,500
Operating profit (loss) 10,322 16,384 18,658 30,710
Finance expenses (4,811) (4,028) (3,880) (3,481)
Exploration costs (673) (568) (254) (177)
Finance and other income 96 90 65 81
Foreign exchange gain (loss) 767 153 (364) 458
Profit (loss) before income taxes 5,701 12,031 14,225 27,591
Income tax expense (recovery) 1,687 7,278 2,615 11,001
Net profit (loss) $ 4,014 $ 4,753 $ 11,610 $ 16,590
Attributable to shareholders $ 3,397 $ 4,755 $ 11,610 $ 16,602
Attributable to non-controlling interest 617 (2) - (12)
Basic earnings (loss) per share $ 0.04 $ 0.06 $ 0.14 $ 0.20
Diluted earnings (loss) per share $ 0.04 $ 0.06 $ 0.14 $ 0.19
Cash dividends declared per share $ 0.00 $ 0.00 $ 0.00 $ 0.00
Total assets [(i)] $ 1,733 $ 1,660 $ 1,716 $ 1,637
Total long-term liabilities [(i)] $ 682 $ 461 $ 472 $ 670
Operating profit (loss) $ 10,322 $ 16,384 $ 18,658 $ 30,710
Depreciation and amortization [(ii)] 24,453 16,980 25,546 27,512
EBITDA [(iii)] $ 34,775 $ 33,364 $ 44,204 $ 58,222
Table continues
2012 2012 2012 2011
Q3 Q2 Q1 Q4
Sales 119,716 $ 222,378 $ 143,932 $ 215,358
Cost of sales 75,524 150,177 96,452 141,391
Gross margin 44,192 72,201 47,480 73,967
Gross margin (%) 36.9% 32.5% 33.0% 34.3%
Selling, general and administrative expenses 46,155 49,101 42,795 52,722
Operating profit (loss) (1,963) 23,100 4,685 21,245
Finance expenses (4,040) (5,183) (3,983) (3,727)
Exploration costs (600) (781) (212) (351)
Finance and other income 164 83 258 278
Foreign exchange gain (loss) 436 288 (177) 1,392
Profit (loss) before income taxes (6,003) 17,507 571 18,837
Income tax expense (recovery) (1,272) 7,519 (3,027) 5,137
Net profit (loss) (4,731) $ 9,988 $ 3,598 $ 13,700
Attributable to shareholders (4,728) $ 9,986 $ 3,596 $ 13,693
Attributable to non-controlling interest (3) 2 2 7
Basic earnings (loss) per share (0.06) $ 0.12 $ 0.04 $ 0.16
Diluted earnings (loss) per share (0.06) $ 0.12 $ 0.04 $ 0.16
Cash dividends declared per share 0.00 $ 0.00 $ 0.00 $ 0.00
Total assets [(i)] 1,656 $ 1,671 $ 1,671 $ 1,609
Total long-term liabilities [(i)] 661 $ 633 $ 613 $ 603
Operating profit (loss) (1,963) $ 23,100 $ 4,685 $ 21,245
Depreciation and amortization [(ii)] 23,121 20,716 20,291 24,635
EBITDA [(iii)] 21,158 $ 43,816 $ 24,976 $ 45,880
Table continues
Nine Nine
months months
ended ended
October October
31, 31,
2012 2011
Sales 549,757 $ 486,026
Cost of sales 338,518 322,153
Gross margin 211,239 163,873
Gross margin (%) 38.4% 33.7%
Selling, general and administrative expenses 165,875 138,051
Operating profit (loss) 45,364 25,822
Finance expenses (12,719) (13,206)
Exploration costs (1,495) (1,593)
Finance and other income 251 505
Foreign exchange gain (loss) 556 547
Profit (loss) before income taxes 31,957 12,075
Income tax expense (recovery) 11,580 3,220
Net profit (loss) 20,377 $ 8,855
Attributable to shareholders 19,762 $ 8,854
Attributable to non-controlling interest 615 1
Basic earnings (loss) per share 0.23 $ 0.10
Diluted earnings (loss) per share 0.23 $ 0.10
Cash dividends declared per share 0.00 $ 0.00
Total assets [(i)] 1,733 $ 1,656
Total long-term liabilities [(i)] 682 $ 661
Operating profit (loss) 45,364 $ 25,822
Depreciation and amortization [(ii)] 66,980 64,129
EBITDA [(iii)] 112,344 $ 89,951
Total assets and total long-term liabilities are expressed in
(i) millions of United States dollars.
Depreciation and amortization included in cost of sales and selling,
(ii) general and administrative expenses.
Earnings before interest, taxes, depreciation and amortization
(iii) ("EBITDA"). See "Non-IFRS Measure" on page 19.
The comparability of quarter-over-quarter results is impacted by
seasonality for both the mining and luxury brand segments. Harry
Winston Diamond Corporation expects that the quarterly results for
its mining segment will continue to fluctuate depending on the
seasonality of production at the Diavik Diamond Mine, the number of
sales events conducted during the quarter, and the volume, size and
quality distribution of rough diamonds delivered from the Diavik
Diamond Mine in each quarter. The quarterly results for the luxury
brand segment are also seasonal, with generally higher sales during
the fourth quarter due to the holiday season. See "Segmented
Analysis" on page 10 for additional information.
Three Months Ended October 31,
2012 Compared to Three Months Ended
October 31, 2011
CONSOLIDATED NET PROFIT ATTRIBUTABLE TO SHAREHOLDERS
The Company recorded a third quarter consolidated net profit
attributable to shareholders of $3.4
million or $0.04 per share
compared to a net loss attributable to shareholders of $4.7 million or $0.06 per share in the third quarter of the prior
year. Excluding the $8.4 million
after-tax de-recognition in the prior year of certain paste
production assets in the mining segment, the Company would have
recorded a net profit attributable to shareholders of $3.7 million or $0.04 per share.
CONSOLIDATED SALES
Sales for the third quarter totalled $180.4
million, consisting of rough diamond sales of $84.8 million and luxury brand segment sales
of $95.6 million. This compares
to sales of $119.7 million in the
comparable quarter of the prior year (rough diamond sales of
$36.2 million and luxury brand
segment sales of $83.5 million).
See "Segmented Analysis" on page 10 for additional
information.
CONSOLIDATED COST OF SALES AND GROSS MARGIN
The Company's third quarter cost of sales was $114.7 million for a gross margin of 36.4%
compared to a cost of sales of $75.5
million and a gross margin of 36.9% for the comparable
quarter of the prior year. The Company's cost of sales includes
costs associated with the Diavik Diamond Mine, rough diamond
sorting and luxury brand activities. See "Segmented Analysis" on
page 10 for additional information.
CONSOLIDATED SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
The principal components of selling, general and administrative
("SG&A") expenses include expenses for salaries and benefits,
advertising and marketing, rent and related costs. The Company
incurred SG&A expenses of $55.4
million for the third quarter, compared to $46.2 million in the comparable quarter of the
prior year.
Included in SG&A expenses for the third quarter was
$3.9 million for the mining segment
compared to $3.3 million for the
comparable quarter of the prior year, $47.2
million for the luxury brand segment compared to
$40.6 million for the comparable
quarter of the prior year, and $4.3
million for the corporate segment compared to $2.2 million for the comparable quarter of the
prior year. See "Segmented Analysis" on page 10 for additional
information.
CONSOLIDATED INCOME TAXES
The Company recorded a net income tax expense of $1.7 million during the third quarter, compared
to a net income tax recovery of $1.3
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 the recognition of previously unrecognized 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 third quarter, the Canadian
dollar strengthened against the US dollar. As a result, the Company
recorded an unrealized foreign exchange loss of $0.7 million on the revaluation of the Company's
Canadian dollar denominated deferred income tax liability. This
compares to an unrealized foreign exchange gain of $8.1 million in the comparable quarter of the
prior year. The unrealized foreign exchange loss is recorded as
part of the Company's deferred income tax expense, and is not
deductible for Canadian income tax purposes. During the third
quarter, the Company also recognized a deferred income tax expense
of $1.0 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 $11.4 million recognized
in the comparable quarter of the prior year. The recorded tax
provision during the third quarter also included a net income tax
recovery of $2.1 million relating to
foreign exchange differences between income in the currency of the
country of origin and the US dollar. This compares to a net income
tax recovery of $0.7 million
recognized in the comparable quarter of the prior year.
The rate of income tax payable by Harry Winston Inc. varies by
jurisdiction. Net operating losses are available in certain
jurisdictions to offset future income taxes payable in such
jurisdictions. The net operating losses are scheduled to expire
through 2032.
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 FINANCE EXPENSES
Included in finance expenses for the third quarter was $2.3 million for the mining segment compared to
$2.6 million for the comparable
quarter of the prior year and $2.5
million for the luxury brand segment compared to
$1.5 million for the comparable
quarter of the prior year. Also included in finance expense for the
mining segment is accretion expense of $0.6
million (2012 - $0.7 million)
related to the Diavik Diamond Mine's future site restoration
liability.
CONSOLIDATED EXPLORATION EXPENSE
Exploration expense of $0.7 million
was incurred during the third quarter compared to $0.6 million in the comparable quarter of the
prior year.
CONSOLIDATED FINANCE AND OTHER INCOME
Finance and other income of $0.1
million was recorded during the third quarter compared to
$0.2 million in the comparable
quarter of the prior year.
CONSOLIDATED FOREIGN EXCHANGE
A net foreign exchange gain of $0.8
million was recognized during the third quarter compared to
a net foreign exchange gain of $0.4
million in the comparable quarter of the prior year.
The Company does not currently have any significant foreign
exchange derivative instruments outstanding.
Nine Months Ended October 31,
2012 Compared to Nine Months Ended
October 31, 2011
CONSOLIDATED NET PROFIT ATTRIBUTABLE TO SHAREHOLDERS
The Company recorded a consolidated net profit attributable to
shareholders of $19.8 million or
$0.23 per share for the nine months
ended October 31, 2012, compared to a
net profit attributable to shareholders of $8.9 million or $0.10 per share in the comparable period of the
prior year. Excluding the $8.4
million after-tax de-recognition in the prior year of
certain paste production assets in the mining segment, the Company
would have recorded a net profit attributable to shareholders of
$17.3 million or $0.20 per share.
CONSOLIDATED SALES
Sales totalled $549.8 million for the
nine months ended October 31, 2012,
consisting of rough diamond sales of $235.3
million and luxury brand segment sales of $314.5 million. This compares to sales of
$486.0 million in the comparable
period of the prior year (rough diamond sales of $187.9 million and luxury brand segment
sales of $298.1 million).
See "Segmented Analysis" on page 10 for additional
information.
CONSOLIDATED COST OF SALES AND GROSS MARGIN
The Company's cost of sales was $338.5
million for the nine months ended October 31, 2012, for a gross margin of 38.4%
compared to a cost of sales of $322.2
million and a gross margin of 33.7% for the comparable
period of the prior year. The Company's cost of sales includes
costs associated with the Diavik Diamond Mine, rough diamond
sorting and luxury brand activities. See "Segmented Analysis" on
page 10 for additional information.
CONSOLIDATED SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
The principal components of SG&A expenses include expenses for
salaries and benefits, advertising and marketing, rent and related
costs. The Company incurred SG&A expenses of $165.9 million for the nine months ended
October 31, 2012, compared to
$138.1 million in the comparable
period of the prior year.
Included in SG&A expenses for the nine months ended
October 31, 2012, was $9.4 million for the mining segment compared to
$11.4 million for the comparable
period of the prior year, $144.0
million for the luxury brand segment compared to
$118.7 million for the comparable
period of the prior year, and $12.4
million for the corporate segment compared to $8.0 million for the comparable period of the
prior year. 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 nine months ended
October 31, 2012, compared to a net
income tax expense of $3.2 million in
the comparable period of the prior year. The Company's combined
federal and provincial statutory income tax rate for the nine
months ended October 31, 2012 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 the recognition of
previously unrecognized 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 nine months ended
October 31, 2012, the Canadian dollar
strengthened against the US dollar. As a result, the Company
recorded an unrealized foreign exchange loss of $0.8 million on the revaluation of the Company's
Canadian dollar denominated deferred income tax liability. This
compares to an unrealized foreign exchange loss of $1.7 million in the comparable period of the
prior year. During the nine months ended October 31, 2012, the Company recognized a
deferred income tax expense of $3.5
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 $2.8 million recognized in the comparable period
of the prior year. The recorded tax provision during the nine
months ended October 31, 2012 also
included a net income tax recovery of $4.0
million relating to foreign exchange differences between
income in the currency of the country of origin and the US dollar.
This compares to a net income tax recovery of $3.8 million recognized in the comparable period
of the prior year.
The rate of income tax payable by Harry Winston Inc. varies by
jurisdiction. Net operating losses are available in certain
jurisdictions to offset future income taxes payable in such
jurisdictions. The net operating losses are scheduled to expire
through 2032.
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 FINANCE EXPENSES
Included in finance expenses for the nine months ended October 31, 2012 was $6.7
million for the mining segment compared to $9.1 million for the comparable period of the
prior year and $6.0 million for the
luxury brand segment compared to $4.2
million for the comparable period of the prior year. Also
included in finance expense for the mining segment is accretion
expense of $1.9 million (2012 -
$2.3 million) related to the Diavik
Diamond Mine's future site restoration liability.
CONSOLIDATED EXPLORATION EXPENSE
Exploration expense of $1.5 million
was incurred during the nine months ended October 31, 2012, compared to $1.6 million in the comparable period of the
prior year.
CONSOLIDATED FINANCE AND OTHER INCOME
Finance and other income of $0.3
million was recorded during the nine months ended
October 31, 2012, compared to
$0.5 million in the comparable period
of the prior year.
CONSOLIDATED FOREIGN EXCHANGE
A net foreign exchange gain of $0.6
million was recognized during the nine months ended
October 31, 2012, compared to
$0.5 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 mining, luxury brand
and corporate segments. The corporate segment captures costs not
specifically related to operations of the mining or luxury brand
segments.
Mining
The mining segment includes the production, sorting and sale of
rough diamonds.
(expressed in thousands of United States dollars)
(unaudited)
2013 2013 2013 2012 2012
Q3 Q2 Q1 Q4 Q3
Sales
America $ 7,697 $ 2,269 $ 7,432 $ 2,727 $ 8,835
Europe 57,438 50,514 54,370 78,846 21,993
Asia 19,683 8,690 27,207 20,659 5,411
Total sales 84,818 61,473 89,009 102,232 36,239
Cost of sales 71,663 46,784 70,099 72,783 34,112
Gross margin 13,155 14,689 18,910 29,449 2,127
Gross margin
(%) 15.5% 23.9% 21.2% 28.8% 5.9%
Selling,
general and
administrative
expenses 3,932 2,966 2,525 2,061 3,274
Operating
profit (loss) $ 9,223 $ 11,723 $ 16,385 $ 27,388 $ (1,147)
Depreciation
and
amortization
[(i)] 20,588 13,160 22,172 24,284 19,932
EBITDA [(ii)] $ 29,811 $ 24,883 $ 38,557 $ 51,672 $ 18,785
Table continues
(expressed in thousands of United States dollars)
(unaudited)
Nine Nine
months months
ended ended
October October
2012 2012 2011 31, 31,
Q2 Q1 Q4 2012 2011
Sales
America $ 447 $ 3,009 $ 2,689 $ 17,398 $ 12,291
Europe 80,131 50,752 75,715 162,322 152,876
Asia 9,030 8,274 4,293 55,580 22,715
Total sales 89,608 62,035 82,697 235,300 187,882
Cost of sales 67,613 53,443 61,822 188,546 155,168
Gross margin 21,995 8,592 20,875 46,754 32,714
Gross margin (%) 24.5% 13.9% 25.2% 19.9% 17.4%
Selling, general
and
administrative
expenses 3,489 4,630 3,017 9,423 11,393
Operating profit
(loss) $ 18,506 $ 3,962 $ 17,858 $ 37,331 $ 21,321
Depreciation and
amortization
[(i)] 17,461 17,083 20,669 55,921 54,476
EBITDA [(ii)] $ 35,967 $ 21,045 $ 38,527 $ 93,252 $ 75,797
Depreciation and amortization included in cost of sales and
[(i)] selling, general and administrative expenses.
Earnings before interest, taxes, depreciation and amortization
[(ii)] ("EBITDA"). See "Non-IFRS Measure" on page 19.
Three Months Ended October 31,
2012 Compared to Three Months Ended
October 31, 2011
MINING SALES
During the third quarter the Company sold approximately 0.88
million carats for a total of $84.8
million for an average price per carat of $96 compared to approximately 0.23 million carats
for a total of $36.2 million for an
average price per carat of $159 in
the comparable quarter of the prior year. The 286% increase in the
quantity of carats sold was primarily the result of the Company's
decision in the prior year to hold some inventory of lower than
average price items until stability returned to the rough diamond
market. The 39% decrease in the Company's achieved average rough
diamond prices during the third quarter resulted from the sale of a
higher portion of smaller size diamonds due to an improved market
for these goods.
Had the Company sold only the last production shipped in the
third quarter, the estimated achieved price would have been
approximately $123 per carat based on
the prices achieved in the October
2012 sale.
The Company expects that results for its mining segment will
continue to fluctuate depending on the seasonality of production at
the Diavik Diamond Mine, 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 Diavik
Diamond Mine and sold by the Company in each quarter.
MINING COST OF SALES AND GROSS MARGIN
The Company's third quarter cost of sales was $71.7 million resulting in a gross margin of
15.5% compared to a cost of sales of $34.1
million and a gross margin of 5.9% in the comparable quarter
of the prior year. Included in the cost of sales for the prior year
was a non-cash $13.0 million charge
related to the de-recognition of certain components of the backfill
plant associated with paste production at the Diavik Diamond Mine.
Cost of sales for the third quarter included $19.8 million of depreciation and amortization
compared to $19.3 million in the
comparable quarter of the prior year. The mining gross margin for
the third quarter was impacted by the sale of a higher portion of
smaller size goods, which carry lower-than-average gross margins.
The mining 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 cost of sales is mining operating
costs, which are incurred at the Diavik Diamond Mine. During the
third quarter, the Diavik cash cost of production was $42.0 million compared to $38.5 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 Company's 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 mining segment cost of sales disclosed in the
interim condensed consolidated financial statements for the three
months ended October 31, 2012 and
2011.
Three months ended Three months ended
(expressed in thousands of
United States dollars) October 31, 2012 October 31, 2011
Diavik cash cost of production $ 42,048 $ 38,468
Private royalty 1,632 710
Other cash costs 1,057 988
Total cash cost of production 44,737 40,166
Depreciation and amortization 20,547 32,868
Total cost of production 65,284 73,034
Adjusted for stock movements 6,379 (38,922)
Total cost of sales $ 71,663 $ 34,112
MINING SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Included in the SG&A expenses for the mining segment was
$1.0 million related to the Ekati
Diamond Mine acquisition.
Nine Months Ended October 31,
2012 Compared to Nine Months Ended
October 31, 2011
MINING SALES
During the nine months ended October 31,
2012, the Company sold approximately 2.3 million carats for
a total of $235.3 million for an
average price per carat of $101
compared to approximately 1.3 million carats for a total of
$187.9 million for an average price
per carat of $148 in the comparable
period of the prior year. The 84% increase in the quantity of
carats sold was primarily the result of decision by the Company to
hold back some lower priced goods at October
31, 2011 due to an oversupply in the market at that time and
the subsequent sale of almost all of these lower priced carryover
goods during the nine months ended October
31, 2012. The 32% decrease in the Company's achieved average
rough diamond prices in the nine-month period resulted from a
combination of two factors: first, the sale of the lower priced
goods originally held back in inventory by the Company at
October 31, 2011; and second, a
decrease in the market price for rough diamonds from the peak
achieved in the comparable period of the prior year.
MINING COST OF SALES AND GROSS MARGIN
The Company's cost of sales was $188.5
million during the nine months ended October 31, 2012, resulting in a gross margin of
19.9% compared to a cost of sales of $155.2
million and a gross margin of 17.4% in the comparable period
of the prior year. Included in the cost of sales for the prior year
was a non-cash $13.0 million charge
related to the de-recognition of certain components of the backfill
plant associated with paste production at the Diavik Diamond Mine.
Cost of sales for the nine months ended October 31, 2012, included $53.8 million of depreciation and amortization
compared to $52.6 million for the
comparable period of the prior year. The mining 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 cost of sales is mining operating
costs, which are incurred at the Diavik Diamond Mine. During the
nine months ended October 31, 2012,
the Diavik cash cost of production was $126.7 million compared to $123.6 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 following table provides a reconciliation of cash cost of
production to the mining segment cost of sales disclosed in the
interim condensed consolidated financial statements for the nine
months ended October 31, 2012 and
2011.
Nine months ended Nine months ended
(expressed in thousands of United
States dollars) October 31, 2012 October 31, 2011
Diavik cash cost of production $ 126,679 $ 123,600
Private royalty 5,359 4,006
Other cash costs 3,088 2,934
Total cash cost of production 135,126 130,540
Depreciation and amortization 50,334 66,554
Total cost of production 185,460 197,094
Adjusted for stock movements 3,086 (41,926)
Total cost of sales $ 188,546 $ 155,168
MINING SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses for the mining segment decreased by $2.0 million from the comparable period of the
prior year primarily due to executive severance incurred in the
first quarter of the prior year, offset by $1.7 million related to the Ekati Diamond Mine
acquisition incurred in the nine months ended October 31, 2012.
MINING SEGMENT OPERATIONAL UPDATE
Ore production for the third calendar quarter consisted of
0.8 million carats produced from 0.21 million tonnes of ore
from the A-418 kimberlite pipe, 0.3 million carats produced
from 0.13 million tonnes of ore from the A-154 North kimberlite
pipe, and 0.9 million carats produced from 0.19 million
tonnes of ore from the A-154 South kimberlite pipe. Also included
in ore production for the third calendar quarter was an estimated
0.02 million carats from reprocessed plant rejects ("RPR"). RPR are
not included in the Company's reserves and resource statement and
are therefore incremental to production. Rough diamond production
was consistent with the comparable calendar quarter of the prior
year.
The Diavik Diamond Mine has made the transition to underground
mining more successfully than had been originally anticipated.
Expensive cut-and-fill mining has been replaced by a much lower
cost combination of sub level retreat and blasthole stoping.
Production levels have also ramped up faster than initially planned
despite the challenge of mining through the upper level of ground
impacted by the open pit activity above. In the upper level of the
A-418 underground this involved mining through, and processing, ore
that contained large amounts of steel support material. This was a
special challenge for the processing plant and led to mine
production exceeding processing capacity for a while. As a result
of this, 0.35 million tonnes of broken ore is now stockpiled on the
processing plant feed pad and about half of this will provide
incremental feed during calendar 2013.
HARRY WINSTON DIAMOND LIMITED PARTNERSHIP'S 40% SHARE OF DIAVIK
DIAMOND MINE PRODUCTION
(reported on a
one-month lag)
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2012 2011 2012 2011
Diamonds
recovered
(000s carats) 773 773 2,132 2,030
Grade
(carats/tonne) 3.68 3.00 3.35 3.03
During the fiscal year, the Company expanded its Mumbai, India, office to the Bharat Diamond
Bourse in Bandra, India. The new
office will continue to support the Company's polished buying and
rough sorting and sales expansion in India.
Mining Segment Outlook
PRODUCTION
Diavik Diamond Mine's full-year target production is expected to be
approximately 7.1 million carats from the mining of 2.1 million
tonnes of ore and the processing of 2.0 million tonnes of ore. The
decrease in carats from the original plan is primarily due to
deferring the processing and recovery of lower value carats from
the RPR in favour of processing underground ore containing higher
valued carats. Open pit mining of approximately 1.1 million tonnes
of ore was exclusively from the A-418 kimberlite pipe. Open pit
mining of the A-418 kimberlite pipe concluded in September,
although processing of this ore will continue into calendar 2013.
Underground mining of approximately 1.0 million tonnes of ore is
expected to be sourced principally from the A-154 South and A-154
North kimberlite pipes, with some production from A-418. Included
in the estimated production for calendar 2012 is approximately 0.1
million carats from RPR. These RPR recoveries are not included in
the Company's reserves and resource statement and are therefore
incremental to production. The decrease in production results from
a combination of a reduction in processing plant throughput due to
changes in the geological composition of the ore and the
deferral of RPR from calendar 2012.
A new mine plan and budget for calendar 2013 is under final
review by Rio Tinto plc and the Company. The plan for calendar 2013
foresees Diavik Diamond Mine production of approximately 6 million
carats from the mining and processing of approximately 1.6 million
tonnes of ore with a further 0.2 million tonnes processed from the
stockpile ore. 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 0.4 million tonnes from A-418 kimberlite pipes.
Included in the estimated production for calendar 2013 is
approximately 0.6 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.
The development of A-21, the last of the Diavik Diamond Mine's
kimberlite pipes in the original mine plan, has been deferred due
both to the diamond market conditions and decreased urgency
following the identification of extensions to the existing pipes.
Although these extension areas cannot be categorized as ore at this
time due to insufficient definition work, the Company expects to
extend the life of the existing developed pipes thereby deferring
the need for A-21 to keep the processing plant full. The A-21
pre-feasibility study currently being undertaken assumes that the
A-21 pipe will be mined with the open pit methods used for the
other pipes. A dike would be constructed similar to the two other
pits but smaller in size. Detailed plans are still being refined
and optimized although no underground mining is currently
envisaged.
PRICING
Rough diamond prices have stabilized through the third calendar
quarter as demand has improved. Based on prices from the Company's
rough diamond sales during the third 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:
October 2012
average price per
carat
Ore type (in US dollars)
A-154 South $ 135
A-154 North 170
A-418 95
RPR 45
COST OF SALES AND CASH COST OF PRODUCTION
The Company's share of the cash cost of production at the Diavik
Diamond Mine for calendar 2012 is expected to be approximately
$167 million at an assumed average
Canadian/US dollar exchange rate of $1.00.
The Company currently expects cost of sales in fiscal 2014 to be
approximately $255 million (including
depreciation and amortization of approximately $70 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 $1.00.
CAPITAL EXPENDITURES
During fiscal 2013, HWDLP's 40% share of the planned capital
expenditures at the Diavik Diamond Mine is expected to be
approximately $71 million at an
assumed average Canadian/US dollar exchange rate of $1.00. HWDLP's share of capital expenditures was
$12.5 million for the three months
ended October 31, 2012, and
$42.9 million for the nine months
ended October 31, 2012. During fiscal
2014, HWDLP's 40% share of the planned capital expenditures is
expected to be approximately $28
million at an assumed average Canadian/US dollar exchange
rate of $1.00.
Luxury Brand
The luxury brand segment includes sales from 22 Harry Winston
salons, which are located in prime markets around the world,
including eight salons in the United
States: New York,
Beverly Hills, Bal Harbour, Honolulu, Las
Vegas, Dallas, Chicago and Costa
Mesa; five salons in Japan:
Ginza, Roppongi Hills, Osaka,
Omotesando and Nagoya; three
salons in Europe: Paris and two in London; and six salons in Asia outside of Japan: Beijing, two in Shanghai, Taipei, Hong
Kong and Singapore.
(expressed in thousands of United States dollars)
(unaudited)
2013 2013 2013 2012 2012
Q3 Q2 Q1 Q4 Q3
Sales
America $ 30,751 $ 35,759 $ 32,286 $ 41,537 $ 28,817
Europe 27,297 15,636 30,054 31,204 19,561
Asia (excluding Japan)15,493 33,956 20,385 17,272 13,133
Japan 22,040 30,073 20,727 23,772 21,966
Total sales 95,581 115,424 103,452 113,785 83,477
Cost of sales 43,027 57,910 49,035 57,024 41,378
Gross margin 52,554 57,514 54,417 56,761 42,099
Gross margin (%) 55.0% 49.8% 52.6% 49.9% 50.4%
Selling, general and
administrative
expenses 47,205 49,495 47,311 49,929 40,635
Operating profit $ 5,349 $ 8,019 $ 7,106 $ 6,832 $ 1,464
Depreciation and
amortization [(i)] 3,726 3,681 3,235 3,089 3,048
EBITDA [(ii)] $ 9,075 $ 11,700 $ 10,341 $ 9,921 $ 4,512
Table continues
(expressed in thousands of United States dollars)
(unaudited)
Nine Nine
months months
ended ended
October October
2012 2012 2011 31, 31,
Q2 Q1 Q4 2012 2011
Sales
America $ 27,183 $ 35,487 $ 46,489 $ 98,796 $ 91,487
Europe 26,098 17,446 15,701 72,987 63,105
Asia (excluding Japan) 59,056 14,354 50,817 69,834 86,543
Japan 20,433 14,610 19,654 72,840 57,009
Total sales 132,770 81,897 132,661 314,457 298,144
Cost of sales 82,513 42,958 79,518 149,972 166,850
Gross margin 50,257 38,939 53,143 164,485 131,294
Gross margin (%) 37.9% 47.5% 40.1% 52.3% 44.0%
Selling, general and
administrative
expenses 43,331 34,716 47,866 144,011 118,682
Operating profit $ 6,926 $ 4,223 $ 5,277 $ 20,474 $ 12,612
Depreciation and
amortization [(i)] 3,115 3,069 3,688 10,642 9,233
EBITDA [(ii)] $ 10,041 $ 7,292 $ 8,965 $ 31,116 $ 21,845
Depreciation and amortization included in cost of sales and
[(i)] selling, general and administrative expenses.
Earnings before interest, taxes, depreciation and amortization
[(ii)] ("EBITDA"). See "Non-IFRS Measure" on page 19.
Three Months Ended October 31,
2012 Compared to Three Months Ended
October 31, 2011
LUXURY BRAND SALES
Sales for the third quarter were $95.6
million compared to $83.5
million for the comparable quarter of the prior year, an
increase of 14% (an increase of 17% at constant exchange rates).
Sales in America increased 7% to $30.8
million, sales in Europe
increased 40% to $27.3 million, sales
in Asia (excluding Japan) increased 18% to $15.5 million, and sales in Japan were flat at $22.0 million, each as compared to the comparable
quarter of the prior year. The total number of units sold during
the third quarter increased by 8% over the comparable quarter of
the prior year.
LUXURY BRAND COST OF SALES AND GROSS MARGIN
Cost of sales for the luxury brand segment for the third quarter
was $43.0 million compared to
$41.4 million for the comparable
quarter of the prior year. Gross margin for the quarter was
$52.6 million or 55.0% compared to
$42.1 million or 50.4% for the third
quarter of the prior year. The improvement in gross margin was
primarily due to strong growth in bridal and access product sales
combined with continued emphasis on supply chain efficiencies.
LUXURY BRAND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses increased by 16% to $47.2
million from $40.6 million in
the comparable quarter of the prior year. The increase was due
primarily to higher advertising, marketing and selling expenses.
Fixed costs accounted for $5.1
million of the increase, while variable expenses linked to
volume of sales accounted for $1.5
million of the increase. Fixed costs include salaries and
benefits, advertising and marketing, rent and related costs and
depreciation and amortization. SG&A expenses included
depreciation and amortization expense of $3.3 million compared to $3.0 million in the comparable quarter of the
prior year.
Nine Months Ended October 31,
2012 Compared to Nine Months Ended
October 31, 2011
LUXURY BRAND SALES
Sales for the nine months ended October 31,
2012, were $314.5 million
compared to $298.1 million for the
comparable period of the prior year, an increase of 5% (7% at
constant exchange rates). Sales in America increased 8% to
$98.8 million, sales in Europe increased 16% to $73.0 million, sales in Asia (excluding Japan) decreased 19% to $69.8 million, and sales in Japan increased 28% to $72.8 million, each as compared to the comparable
period of the prior year. The comparable period of the prior year
included high-value transactions in Asia (excluding Japan) that were not repeated in the current
period. During the nine months ended October
31, 2012, there were $19.1
million of high-value transactions, which generally carry
lower-than-average gross margins, compared with $60.8 million in the comparable period of the
prior year. The Japanese market continued to rebound strongly from
the impact of the earthquake and tsunami that occurred in early
2011. The total number of units sold during the nine months ended
October 31, 2012, increased by 24%
over the comparable period of the prior year.
LUXURY BRAND COST OF SALES AND GROSS MARGIN
Cost of sales for the luxury brand segment for the nine months
ended October 31, 2012, was
$150.0 million compared to
$166.9 million for the comparable
period of the prior year. Gross margin for the nine months ended
October 31, 2012, was $164.5 million or 52.3% compared to $131.3 million or 44.0% for the comparable period
of the prior year. The improvement in gross margin was primarily
due to strong growth in bridal and access product sales, the
continued emphasis on supply chain efficiencies and a greater
portion of high-value transactions in the comparable period of the
prior year that generated lower-than-average gross margins.
LUXURY BRAND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses increased by 21% to $144.0
million from $118.7 million in
the comparable period of the prior year. The increase was due
primarily to higher advertising, marketing and selling expenses.
Fixed costs accounted for $19.9
million of the increase, while variable expenses linked to
volume of sales accounted for $5.4
million of the increase. Fixed costs include salaries and
benefits, advertising and marketing, rent and related costs and
depreciation and amortization. SG&A expenses included
depreciation and amortization expense of $9.6 million compared to $9.0 million in the comparable period of the
prior year.
LUXURY BRAND SEGMENT OPERATIONAL UPDATE
At October 31, 2012, the luxury brand
segment's distribution network consisted of 22 directly operated
salons, five licensed salons (in Manila,
Philippines; Kiev, Ukraine;
Moscow, Russia; and two in
Dubai, United Arab Emirates) and
201 wholesale watch doors around the world. The Company opened a
new salon in Harrods in London,
England, during August, contributing to a strong increase in
sales in Europe. During September,
Harry Winston participated in the Biennale des Antiquaires at the
Grand Palais in Paris, France, the
most important fine jewelry exhibition in the world. At the
exhibition, the Company unveiled its latest high jewelry
collection, "Water by Harry Winston". The Company also announced
that it is the lead sponsor of Hollywood Costume, a major
new exhibition that is appearing at the Victoria and Albert Museum in London, England, between October 2012 and January
2013. The exhibition celebrates costume design in motion
pictures and showcases the connection between Harry Winston jewels
and Hollywood.
Luxury Brand Segment Outlook
Continued economic uncertainty in Europe coupled with the softening in consumer
demand in China and the budget
policy issues in the US are likely to translate into slower growth
in the near term, impacting the holiday season. The Company
believes that the Harry Winston brand is well positioned to
continue to increase its market share in the luxury jewelry and
timepiece sector. New salons in China have significantly improved the
distribution network in the fastest growing luxury market in the
world. During August 2012, a new
directly operated salon was opened in the Harrods department store
in London, England. A new directly
operated salon is expected to be opened early next year in
Geneva, Switzerland. In addition,
a new licensed salon is expected to be opened in Kuwait City, Kuwait, during the first quarter of next
fiscal year. The Company plans to expand by 15 wholesale watch
doors to 216 doors by the end of fiscal 2013. By the end of the
current fiscal year, the Company will have built an internal
wholesale infrastructure to distribute its timepieces in
Asia, Europe and Latin
America. The Company continues to focus on executing its
long-term plan of growing sales and profitability by expanding its
distribution network in prime locations around the world,
introducing new jewelry and timepiece collections supported by a
strong advertising program, and leveraging the heritage of the
Harry Winston brand.
Corporate
The corporate segment captures costs not specifically related to
operations of the mining or luxury brand segments.
(expressed in thousands of United States dollars)
(unaudited)
2013 2013 2013 2012 2012
Q3 Q2 Q1 Q4 Q3
Sales $ - $ - $ - $ - $ -
Cost of sales - - - - 34
Gross margin - - - - (34)
Gross margin
(%) -% -% -% -% -%
Selling,
general and
administrative
expenses 4,250 3,358 4,833 3,510 2,246
Operating loss $ (4,250) $ (3,358) $ (4,833) $ (3,510) $ (2,280)
Depreciation
and
amortization
[(i)] 139 139 139 139 141
EBITDA [(ii)] $ (4,111) $ (3,219) $ (4,694) $ (3,371) $ (2,139)
Table continues
(expressed in thousands of United States dollars)
(unaudited)
Nine months Nine months
ended ended
2012 2012 2011 October 31, October 31,
Q2 Q1 Q4 2012 2011
Sales $ - $ - $ - $ - $ -
Cost of sales 51 51 51 - 135
Gross margin (51) (51) (51) - (135)
Gross margin
(%) -% -% -% -% -%
Selling,
general and
administrative
expenses 2,281 3,449 1,839 12,441 7,976
Operating
loss $ (2,332) $ (3,500) $ (1,890) $ (12,441) $ (8,111)
Depreciation
and
amortization
[(i)] 140 139 278 417 420
EBITDA
[(ii)] $ (2,192) $ (3,361) $ (1,612) $ (12,024) $ (7,691)
Depreciation and amortization included in cost of sales and
[(i)] selling, general and administrative expenses.
Earnings before interest, taxes, depreciation and amortization
[(ii)] ("EBITDA"). See "Non-IFRS Measure" on page 19.
Three Months Ended October 31,
2012 Compared to Three Months Ended
October 31, 2011
CORPORATE SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses for the corporate segment increased by
$2.0 million from the comparable
quarter of the prior year due to travel expenses and salaries and
benefits related to additional corporate employees.
Nine Months Ended October 31,
2012 Compared to Nine Months Ended
October 31, 2011
CORPORATE SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses for the corporate segment increased by
$4.5 million from the comparable
period of the prior year due to severance costs and to travel
expenses and salaries and benefits related to additional corporate
employees.
Liquidity and Capital Resources
Working Capital
As at October 31, 2012, the Company
had unrestricted cash and cash equivalents of $110.8 million compared to $78.1 million at January 31, 2012. The Company had cash on hand
and balances with banks of $105.6
million and short-term investments of $5.2 million at October 31, 2012.
During the quarter ended October 31,
2012, the Company reported cash from operations of
$18.6 million compared to a use
of cash from operations of $23.8
million in the comparable quarter of the prior year. The
increase resulted primarily from the Company's decision to hold
rough diamond inventory due to market conditions in the prior year.
At October 31, 2012, the Company had
0.8 million carats of rough diamond inventory with an estimated
current market value of approximately $110
million, of which approximately $60
million represents inventory available for sale.
Working capital increased to $461.9 million at October 31, 2012 from $439.0 million at January 31, 2012. During the quarter, the Company
increased accounts receivable by $5.7
million, decreased other current assets by $3.5 million, increased inventory and supplies by
$27.0 million, increased trade
and other payables by $19.2 million and increased employee benefit
plans by $0.6 million.
The Company's liquidity requirements fluctuate from quarter to
quarter depending on, among other factors, the seasonality of
production at the Diavik Diamond Mine, 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 Diavik Diamond Mine and sold by the Company in each
quarter, along with the seasonality of sales and salon expansion in
the luxury brand segment. The Company's principal working capital
needs include investments in inventory, other current assets, and
trade and other payables and income taxes payable.
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
The mining segment maintains a senior secured revolving credit
facility with Standard Chartered Bank. At October 31, 2012, $50.0
million was outstanding. On November
13, 2012, the Company entered into share purchase agreements
with BHP Billiton Canada Inc., and various affiliates to purchase
all of BHP Billiton's diamond assets, including its controlling
interest in the Ekati Diamond Mine. The purchase price for the
acquisitions will be satisfied from cash resources on hand and from
new debt financing that has been arranged with The Royal Bank of
Canada and Standard Chartered
Bank. The new facilities will comprise a $400 million term loan, a $100 million revolving credit facility (of which
$50 million will be available for
purposes of funding the Ekati acquisition) and a $140 million letter of credit facility in support
of the Core Zone environmental reclamation bond. The new
facilities will be secured and will replace the Company mining
segment's current $125 million
facility with Standard Chartered Bank, which will be repaid and
terminated on closing. The new facilities will include customary
covenants, including certain reporting and financial covenants, and
will bear interest at market rates. The term loan will be an
amortizing facility, with principal repayments beginning 30 months
following closing and a final bullet payment of 50 percent of the
principal amount being due on the date that is five years after
closing. The $100 million portion of
the revolving facility will be due five years after closing. The
letter of credit facility will expire 364 days after closing. The
facilities will be subject to customary closing conditions,
including closing of the Core Zone acquisition. If the Core Zone
acquisition is not completed but the Buffer Zone acquisition is
completed, then the Company expects to finance the acquisition of
the Buffer Zone using other cash resources available to it.
As at October 31, 2012,
$15.7 million and $2.1 million was outstanding under the Company's
revolving financing facility relating to its Belgian subsidiary,
Harry Winston Diamond International N.V., and its Indian
subsidiary, Harry Winston Diamond (India) Private Limited, respectively, compared
to $nil and $4.3 million at
January 31, 2012.
The amount outstanding on the secured five-year revolving credit
facility for the Company's luxury brand subsidiary, Harry Winston
Inc., was $223.0 million at
October 31, 2012, compared to
$200.5 million at January 31, 2012. On August 30, 2012, Harry Winston Inc. refinanced
its senior secured revolving credit facility by entering into a new
secured five-year credit agreement with a consortium of banks led
by Standard Chartered Bank establishing a $260.0 million facility for revolving credit
loans. Harry Winston Inc. amended its senior secured revolving
credit facility on November 7, 2012
by adding an additional $40.0 million
increasing the total facility to $300.0
million. The facility has a maturity date of August 30, 2017. See Contractual Obligations
below.
Investing Activities
During the quarter, the Company purchased property, plant and
equipment of $19.2 million, of
which $13.4 million was
purchased for the mining segment and $5.8
million for the luxury brand segment.
Contractual Obligations
The Company has contractual payment obligations with respect to
interest-bearing loans and borrowings and, through its
participation in the Joint Venture, future site restoration
costs at the Diavik Diamond Mine level. Additionally, at the 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, HWDLP is obligated to fund 40%
of the Joint Venture's total expenditures on a monthly basis. Not
reflected in the table below are capital expenditures for the
calendar years 2012 to 2016 of approximately $135 million
assuming a Canadian/US average exchange rate of $1.00 for each of the five years relating to
HWDLP's current projected share of the planned capital expenditures
(excluding the A-21 pipe) at the Diavik Diamond Mine. Also not
included is the potential impact of the Ekati transaction. The most
significant contractual obligations for the ensuing five-year
period can be summarized as follows:
Less
CONTRACTUAL OBLIGATIONS 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) $ 399,880 $ 61,114 $ 70,943 $ 243,429 $ 24,394
Environmental and participation
agreements incremental commitments (c) 93,686 82,990 4,864 - 5,832
Operating lease obligations (d) 254,927 25,276 53,977 47,900 127,774
Total contractual obligations $ 748,493 $ 169,380 $ 129,784 $ 291,329 $ 158,000
(a) (i) Interest-bearing loans and borrowings presented in the foregoing
table include current and long-term portions. The mining segment
maintains a senior secured revolving credit facility with Standard
Chartered Bank for $125.0 million. The facility has an initial
maturity date of June 24, 2013 with two one-year extensions at the
Company's option. There are no scheduled repayments required before
maturity. At October 31, 2012, $50.0 million was outstanding.
(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, Harry Winston
Diamond International N.V., and its Indian subsidiary, Harry Winston
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 12.50%. At October
31, 2012, $15.7 million and $2.1 million were outstanding under this
facility relating to its Belgian subsidiary, Harry Winston Diamond
International N.V., and its Indian subsidiary, Harry Winston Diamond
(India) Private Limited, respectively. The facility is guaranteed by
Harry Winston Diamond Corporation.
(iii) On August 30, 2012, Harry Winston Inc. refinanced its secured
revolving credit facility by entering into a new secured five-year
credit agreement with a consortium of banks led by Standard Chartered
Bank establishing a $260.0 million facility for revolving credit
loans. The new facility expires on August 30, 2017. On November 7,
2012, Harry Winston Inc. signed the first amendment to its senior
secured revolving credit agreement dated August 30, 2012. The
amendment increased the current $260.0 million facility to $300.0
million with Manufacturers and Traders Trust Company agreeing to
provide an additional $40.0 million commitment, and being added as a
new lender under the current credit agreement. There are no scheduled
repayments required before maturity. As with the previous agreement,
the new credit facility is supported by a $20.0 million limited
guarantee provided by Harry Winston Diamond Corporation. The amount
available under this facility is subject to a borrowing base formula
based on certain assets of the luxury brand segment. At October 31,
2012, $223.0 million was outstanding.
The new Harry Winston Inc. credit agreement contains affirmative and
negative non-financial and financial covenants, which apply to the
luxury brand segment. These provisions include consolidated minimum
tangible net worth, minimum coverage of fixed charges, leverage ratio
and limitations on capital expenditures and certain investments. The
new credit agreement also includes a change of control provision,
which would result in the entire unpaid principal and all accrued
interest of the facility becoming due immediately upon change of
control, as defined. Any material adverse change, as defined, in the
luxury brand segment's assets, liabilities, consolidated financial
position or consolidated results of operations constitutes default
under the agreement.
The luxury brand segment has pledged 100% of Harry Winston Inc.'s
common stock and 66 2/3% of the common stock of its foreign
subsidiaries to the bank to secure the loan. Inventory and accounts
receivable of Harry Winston Inc. are pledged as collateral to secure
the borrowings of Harry Winston Inc. In addition, an assignment of
proceeds on insurance covering security collateral was made.
Loans under this new credit facility can be either fixed rate loans
or revolving line of credit loans. The fixed rate loans will bear
interest within a range of 2.50% to 3.25% above LIBOR based upon a
pricing grid determined by the fixed charge coverage ratio. Interest
under this option will be determined for periods of either one, two,
three or six months. The revolving line of credit loans will bear
interest within a range of 1.50% to 2.25% above the bank's prime rate
based upon a pricing grid determined by the fixed charge coverage
ratio as well.
(iv) Also included in long-term debt of Harry Winston Inc. is a
25-year loan agreement for CHF 17.5 million ($18.5 million) used to
finance the construction of the Company's watch factory in Geneva,
Switzerland. The loan agreement is comprised of a CHF 3.5 million
($3.7 million) loan and a CHF 14.0 million ($14.8 million) loan. The
CHF 3.5 million loan bears interest at a rate of 3.15% and matures on
April 22, 2013. The CHF 14.0 million loan bears interest at a rate of
3.55% and matures on January 31, 2033. At October 31, 2012, an
aggregate of $15.7 million was outstanding. The bank has a secured
interest in the factory building.
(v) On August 21, 2012, Harry Winston S.A. entered into a credit
facility with UBS AG establishing a CHF 7.0 million credit line. The
new credit facility is available to Harry Winston S.A. for general
corporate purposes. The new facility contains affirmative and
negative non-financial and financial covenants. The Harry Winston
S.A. factory building is pledged as collateral to secure the
borrowings. Borrowings under the credit facility can be either fixed
rate loans or revolving line of credit loans in CHF or any freely
available and convertible currency. Interest under the fixed rate
option will be based upon Euromarket rates for the relevant term and
currency plus a bank margin. Available terms under fixed rate
borrowings are one to 12 months in minimum denominations of CHF
250,000. Interest under the revolving/overdraft option will bear
interest at 4% per annum for CHF loans, and 5.5% per annum for USD
loans. A 0.25% commission will be charged quarterly based upon the
average debit balance. At October 31, 2012, $7.4 million was
outstanding.
(vi) Harry Winston S.A. has a CHF 0.5 million ($0.5 million) finance
lease for machinery located at the watch factory in Geneva,
Switzerland. The finance lease has an interest rate of 1.97% and
matures on April 1, 2017. At October 31, 2012, $0.4 million was
outstanding.
(vii) Harry Winston Japan, K.K. maintains unsecured credit agreements
with three banks, amounting to Yen1,284 million ($16.1 million).
Harry Winston Japan, K.K. also maintains a secured credit agreement
amounting to Yen575 million ($7.2 million). This facility is secured
by inventory owned by Harry Winston Japan, K.K. At October 31, 2012,
$23.3 million was outstanding.
(viii) 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 October 31,
2012, $5.8 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 October 31,
2012, 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 $11.0 million.
(c) The Joint Venture, under environmental and other agreements, must
provide funding for the Environmental Monitoring Advisory Board.
These agreements also state that the Joint Venture must provide
security deposits for the performance by the Joint Venture of its
reclamation and abandonment obligations under all environmental laws
and regulations. The operator of the Joint Venture has fulfilled such
obligations for the security deposits by posting letters of credit,
of which HWDLP's share as at October 31, 2012, was $81.4 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 HWDLP 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 Joint Venture on those activities. The Joint Venture has 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 the Joint Venture's obligations under these agreements is not
anticipated to occur until later in the life of the Diavik Diamond
Mine.
(d) Operating lease obligations represent future minimum annual rentals
under non-cancellable operating leases for Harry Winston Inc. salons
and office space.
Non-IFRS Measure
In addition to discussing earnings measures in accordance with
IFRS, the MD&A provides the following non-IFRS measure, which
is also used by management to monitor and evaluate the performance
of the Company and its business segments.
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 is a measure 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.
CONSOLIDATED
(expressed in thousands of
United States dollars)
(unaudited)
2013 2013 2013 2012 2012
Q3 Q2 Q1 Q4 Q3
Operating
profit
(loss) $ 10,322 $ 16,384 $ 18,658 $ 30,710 $ (1,963)
Depreciation
and
amortization 24,453 16,980 25,546 27,512 23,121
EBITDA $ 34,775 $ 33,364 $ 44,204 $ 58,222 $ 21,158
MINING SEGMENT
(expressed in thousands of United States dollars)
(unaudited)
2013 2013 2013 2012 2012
Q3 Q2 Q1 Q4 Q3
Operating
profit
(loss) $ 9,223 $ 11,723 $ 16,385 $ 27,388 $ (1,147)
Depreciation
and
amortization 20,588 13,160 22,172 24,284 19,932
EBITDA $ 29,811 $ 24,883 $ 38,557 $ 51,672 $ 18,785
LUXURY BRAND SEGMENT
(expressed in thousands of United States dollars)
(unaudited)
2013 2013 2013 2012 2012
Q3 Q2 Q1 Q4 Q3
Operating
profit $ 5,349 $ 8,019 $ 7,106 $ 6,832 $ 1,464
Depreciation
and
amortization 3,726 3,681 3,235 3,089 3,048
EBITDA $ 9,075 $ 11,700 $ 10,341 $ 9,921 $ 4,512
CORPORATE SEGMENT
(expressed in thousands of United States dollars)
(unaudited)
2013 2013 2013 2012 2012
Q3 Q2 Q1 Q4 Q3
Operating
loss $ (4,250) $ (3,358) $ (4,833) $ (3,510) $ (2,280)
Depreciation
and
amortization 139 139 139 139 141
EBITDA $ (4,111) $ (3,219) $ (4,694) $ (3,371) $ (2,139)
Table continued…
CONSOLIDATED
(expressed in thousands of United
States dollars)
(unaudited)
Nine Nine
months months
ended ended
October October
2012 2012 2011 31, 31,
Q2 Q1 Q4 2012 2011
Operating
profit
(loss) $ 23,100 $ 4,685 $ 21,245 $ 45,364 $ 25,822
Depreciation
and
amortization 20,716 20,291 24,635 66,980 64,129
EBITDA $ 43,816 $ 24,976 $ 45,880 $ 112,344 $ 89,951
MINING SEGMENT
(expressed in thousands of United States dollars)
(unaudited)
Nine Nine
months months
ended ended
October October
2012 2012 2011 31, 31,
Q2 Q1 Q4 2012 2011
Operating
profit
(loss) $ 18,506 $ 3,962 $ 17,858 $ 37,331 $ 21,321
Depreciation
and
amortization 17,461 17,083 20,669 55,921 54,476
EBITDA $ 35,967 $ 21,045 $ 38,527 $ 93,252 $ 75,797
LUXURY BRAND
SEGMENT
(expressed in thousands of United States dollars)
(unaudited)
Nine Nine
months months
ended ended
October October
2012 2012 2011 31, 31,
Q2 Q1 Q4 2012 2011
Operating profit $ 6,926 $ 4,223 $ 5,277 $ 20,474 $ 12,612
Depreciation and
amortization 3,115 3,069 3,688 10,642 9,233
EBITDA $ 10,041 $ 7,292 $ 8,965 $ 31,116 $ 21,845
CORPORATE SEGMENT
(expressed in thousands of United
States dollars)
(unaudited)
Nine Nine
months months
ended ended
October October
2012 2012 2011 31, 31,
Q2 Q1 Q4 2012 2011
Operating loss $ (2,332) $ (3,500) $ (1,890) $ (12,441) $ (8,111)
Depreciation and
amortization 140 139 278 417 420
EBITDA $ (2,192) $ (3,361) $ (1,612) $ (12,024) $ (7,691)
Risks and Uncertainties
Harry Winston 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 operation of the Diavik Diamond Mine is 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 Diavik Diamond Mine, because of its remote northern location
and access only by winter road or by air, is 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 DDMI
HWDLP 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 HWDLP (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 decide not to proceed with
the mining the A-21 pipe or may otherwise change the mine plan.
By virtue of DDMI's 60% interest in the Diavik Diamond Mine,
it has a controlling vote in virtually all 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 HWDLP that the Company
may not have sufficient cash to meet. A failure to meet capital
expenditure requirements imposed by DDMI could result in HWDLP's
interest in the Diavik Diamond Mine and the Diavik group of mineral
claims being diluted. Rio Tinto plc, the parent of DDMI, announced
a review of its diamond operations in early 2012.
Diamond Prices and Demand for Diamonds
The profitability of the Company is dependent upon production from
the Diavik Diamond Mine and on the results of the operations of its
luxury brand operations. Each, in turn, is dependent in significant
part upon 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,
particularly in the US, Japan,
China and India, worldwide levels of diamond discovery
and production, and the level of demand for, and discretionary
spending on, luxury goods such as diamonds and jewelry. 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 and jewelry, thereby negatively affecting the
price of diamonds and jewelry. Similarly, a substantial increase in
the worldwide level of diamond production or the release of stocks
held back during recent periods of low 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 Diavik Diamond Mine, 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 Diavik
Diamond Mine and sold by the Company in each quarter, along with
the seasonality of sales and salon refurbishment and expansion in
the luxury brand segment. 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 the
fall of 2008. This has restricted the Company's growth
opportunities both domestically and internationally, and 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 political upheavals in the Middle East, could cause the Company to
experience revenue declines across both of its business segments
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 with the European sovereign debt issue. 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 Diavik Diamond Mine 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 primarily
to expenses and obligations incurred by it in Canadian dollars and,
secondarily, to revenues of Harry Winston Inc. in currencies other
than the US dollar. The appreciation of the Canadian dollar against
the US dollar, and the depreciation of other currencies against the
US dollar, therefore, will increase the expenses of the Diavik
Diamond Mine and the amount of the Company's Canadian dollar
liabilities relative to the revenue the Company will receive
from diamond sales, and will decrease the US dollar revenues
received by Harry Winston Inc. 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 operation of the Diavik Diamond Mine and exploration on the
Diavik property requires licences and permits from the Canadian
government. The Diavik Diamond Mine Type "A" Water Licence was
renewed by the regional Wek'eezhii Land and Water Board to
October 31, 2015. While the Company anticipates that DDMI, the
operator of the Diavik Diamond Mine, will be able to renew this
licence and other necessary permits in the future, there can be no
guarantee that DDMI will be able to do so or obtain or maintain all
other necessary licences and permits that may be required to
maintain the operation of the Diavik Diamond Mine or to further
explore and develop the Diavik property.
Regulatory and Environmental Risks
The operation of the Diavik Diamond Mine, exploration activities at
the Diavik property and the manufacturing of jewelry and watches
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, manufacturing 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 Diavik Diamond Mine
and in the manufacture of jewelry and watches. As well, as the
Company's international operations expand, it or its subsidiaries
become subject to laws and regulatory regimes that could
differ materially from those under which they operate in
Canada and the US.
Mining and manufacturing are subject to potential risks and
liabilities associated with pollution of the environment and the
disposal of waste products occurring as a result of mining and
manufacturing 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.
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 on the
Diavik group of mineral claims 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 Diavik Diamond Mine 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 at the Diavik property 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 and jewelry 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 Diavik Diamond Mine,
personal injury or death, environmental damage to the Diavik
property, delays in mining, the closing of Harry Winston Inc.'s
manufacturing facilities or salons, monetary losses and possible
legal liability. Although insurance is maintained to protect
against certain risks in connection with the Diavik Diamond Mine
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 Diavik Diamond Mine's expected fuel needs 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 Diavik Diamond Mine currently has no hedges
for its future anticipated fuel consumption.
Reliance on Skilled Employees
Production at the Diavik Diamond Mine is dependent upon the efforts
of certain skilled employees of DDMI. The loss of these employees
or the inability of DDMI to attract and retain additional skilled
employees may adversely affect the level of diamond production from
the Diavik Diamond Mine.
The Company's success in marketing rough diamonds and operating
the business of Harry Winston Inc. 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 and operating
its luxury brand segment.
Expansion and Refurbishment of the Existing Salon
Network
A key component of the Company's luxury brand strategy in recent
years has been the expansion of its salon network. The Company
currently expects to expand its retail salon network to a total of
35 salons and 300 wholesale doors worldwide by fiscal 2016. An
additional objective of the Company in the luxury brand segment is
to achieve a compound annual growth rate in sales in the mid-teens
and an operating profit in the low to mid-teens, in each case by
fiscal 2016. Although the Company considers these objectives to be
reasonable, they are subject to a number of risks and
uncertainties, and there can be no assurance that these objectives
will be realized. This strategy requires the Company to make
ongoing capital expenditures to build and open new salons, to
refurbish existing salons from time to time, and to incur
additional operating expenses in order to operate the new salons.
To date, much of this expansion has been financed by Harry Winston
Inc. through borrowings. The successful expansion of the Company's
global salon network, and achieving an increase in sales and in
operating profit, will depend on a variety of factors, including
worldwide economic conditions, market demand for luxury goods, the
strength of the Harry Winston brand and the availability of
sufficient funding. There can be no assurance that the expansion of
the salon network will continue or that the current expansion will
prove successful in increasing annual sales or earnings from the
luxury brand segment, and the increased debt levels resulting from
this expansion could negatively impact the Company's liquidity and
its results from operations in the absence of increased sales and
earnings.
The Company has to date licensed five retail salons to operate
under the Harry Winston name and currently expects to increase the
number of licensed salons to 15 by fiscal 2016. There is no
assurance that the Company will be able to find qualified third
parties to enter into these licensing arrangements, or that the
licensees will honour the terms of the agreements. The conduct of
licensees may have a negative impact on the Company's distinctive
brand name and reputation.
Competition in the Luxury Brand Segment
The Company is exposed to competition in the luxury brand market
from other luxury goods, diamond, jewelry and watch retailers. The
ability of Harry Winston Inc. to successfully compete with such
luxury goods, diamond, jewelry and watch retailers is dependent
upon a number of factors, including the ability to source high-end
polished diamonds and protect and promote its distinctive brand
name and reputation. If Harry Winston Inc. is unable to
successfully compete in the luxury jewelry segment, the Company's
results of operations will be adversely affected.
Cybersecurity
The Company and certain of its third-party vendors receive and
store personal information in connection with human resources
operations and other aspects of the business. Despite the Company's
implementation of security measures, its IT systems are vulnerable
to damage from computer viruses, natural disasters, unauthorized
access, cyber attack and other similar disruptions. Any system
failure, accident or security breach could result in disruptions to
the Company's operations. A material network breach in the security
of the IT systems could include the theft of intellectual property
or trade secrets. To the extent that any disruption or security
breach results in a loss or damage to the Company's data, or in
inappropriate disclosure of confidential information, financial
data, or credit cardholder data, it could cause significant damage
to the Company's reputation, affect relationships with our
customers, lead to claims against the Company and ultimately harm
its business. In addition, the Company may be required to incur
significant costs to protect against damage caused by these
disruptions or security breaches in the future. Although the
Company believes that it has robust information security procedures
and other safeguards in place, as cyber threats continue to evolve,
the Company may be required to expend additional resources to
continue to enhance its information security measures and/or to
investigate and remediate any information security
vulnerabilities.
Intellectual Property
The success of the luxury brand segment depends on the value and
reputation of the Harry Winston brand and other proprietary
property. The Company relies on various intellectual property
rights, including copyrights, trademarks and trade secrets, to
establish its proprietary rights. While the Company devotes
considerable efforts and resources to protecting its intellectual
property, if these efforts are not successful the value of the
brand may be harmed, which could have a material adverse effect on
the Company's financial position.
Risks relating to the Ekati transactions
On November 13, 2012, the Company
entered into share purchase agreements with BHP Billiton Canada
Inc. and various affiliates to purchase 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. As set out
in the share purchase agreements, the Company's acquisition of BHP
Billiton's interest in the Ekati Diamond Mine is subject to the
occurrence of certain events and the satisfaction of certain
closing conditions.
BHP Billiton's interests in the Ekati Diamond Mine are subject
to separate joint venture agreements. Pursuant to the joint venture
agreements, BHP Billiton will first separately offer to the joint
venture parties its separate interests in the Ekati Diamond Mine on
the same terms as those agreed to by the Company. The joint venture
parties will then have 60 days to elect to acquire either or both
of those interests. Any interests that the joint venture parties do
not elect to acquire within that time period can then be
transferred to the Company in the following 60 days. There can be
no assurance that the joint venture parties will not elect to
acquire BHP Billiton's interests in the Ekati Diamond Mine. In
addition, the Ekati transactions are subject to typical closing
conditions including the receipt of Competition Act approvals and
other regulatory approvals required in connection with the transfer
of operatorship and ownership of the Core Zone and the Buffer Zone
interests of the Ekati Diamond Mine. The Company plans to satisfy
the total purchase price for the Ekati transactions from cash
resources on hand and from new debt financing that has been
arranged with The Royal Bank of Canada and Standard Chartered Bank. The new
debt financing facilities will be subject to customary closing
conditions, including closing of the Core Zone acquisition. There
can be no assurance that all of the closing conditions to the Ekati
transaction will be satisfied or as to the timing of closing to the
Ekati transactions.
Completion of the Ekati transactions and the integration of the
Ekati Diamond Mine into the Company's operations will require
significant management time and resources.
Changes in Disclosure Controls and Procedures and Internal
Control over Financial Reporting
During the third quarter of fiscal 2013, there were no changes in
the Company's disclosure controls and procedures or internal
control over financial reporting that materially affected, or are
reasonably likely to materially affect, the Company's disclosure
controls and procedures or internal control over financial
reporting.
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 reported results 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, 2012.
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.
IFRS 10, "Consolidated Financial Statements" ("IFRS 10"), was
issued by the IASB on May 12, 2011,
and will replace 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 is effective for the Company's fiscal
year end beginning February 1, 2013,
with early adoption permitted. The Company is currently assessing
the impact of IFRS 10 on its consolidated financial statements.
IFRS 11, "Joint Arrangements" ("IFRS 11"), was issued by the
IASB on May 12, 2011 and will replace
IAS 31, "Interest in Joint Ventures". The new standard will apply
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. Proportionate consolidations will no longer
be allowed and will be replaced by equity accounting. IFRS 11 is
effective for the Company's fiscal year-end beginning February 1, 2013, with early adoption permitted.
The Company is currently assessing the impact of IFRS 11 on its
results of operations and financial position.
IFRS 13, "Fair Value Measurement" ("IFRS 13"), was also issued
by the IASB on May 12, 2011. The new
standard 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. IFRS 13 is effective for the Company's
fiscal year end beginning February 1,
2013, with early adoption permitted. The Company is
assessing the impact of IFRS 13 on its consolidated financial
statements.
Amendments to IAS 19, "Employee Benefits" ("IAS 19"), was issued
by the IASB on June 11, 2011. The
amended standard 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. The Company is assessing the impact
of IAS 19 on its consolidated financial statements.
Outstanding Share Information
As at November 30, 2012
Authorized Unlimited
Issued and outstanding shares 84,874,781
Options outstanding 2,229,727
Fully diluted 87,104,508
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://investor.harrywinston.com.
Condensed Consolidated Balance Sheets
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS) (UNAUDITED)
January January
31, 31,
October 2012 2011
31, (Recast - (Recast -
2012 note 10) note 10)
ASSETS
Current assets
Cash and cash equivalents (note 3) $ 110,810 $ 78,116 $ 108,693
Accounts receivable 34,749 26,910 22,788
Inventory and supplies (note 4) 513,558 457,827 403,212
Other current assets 37,808 45,494 41,317
696,925 608,347 576,010
Property, plant and equipment - Mining 724,146 734,146 764,093
Property, plant and equipment - Luxury brand 70,371 69,781 61,019
Intangible assets, net 126,919 127,337 127,894
Other non-current assets 12,907 14,165 14,521
Deferred income tax assets 101,924 82,955 65,833
Total assets $ 1,733,192 $ 1,636,731 $ 1,609,370
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables $ 136,084 $ 104,681 $ 139,551
Employee benefit plans 7,623 6,026 4,317
Income taxes payable 41,290 29,450 6,660
Promissory note - - 70,000
Current portion of interest-bearing
loans and borrowings (note 6) 50,054 29,238 24,215
235,051 169,395 244,743
Interest-bearing loans and borrowings (note 6) 288,098 270,485 235,516
Deferred income tax liabilities 321,175 325,035 309,868
Employee benefit plans 9,273 9,463 7,287
Provisions 63,339 65,245 50,130
Total liabilities 916,936 839,623 847,544
Equity
Share capital 507,975 507,975 502,129
Contributed surplus 19,052 17,764 16,233
Retained earnings 280,790 261,028 235,574
Accumulated other comprehensive income 7,569 10,086 7,624
Total shareholders' equity 815,386 796,853 761,560
Non-controlling interest 870 255 266
Total equity 816,256 797,108 761,826
Total liabilities and equity $ 1,733,192 $ 1,636,731 $ 1,609,370
Subsequent events (note 1)
The accompanying notes are an integral part of these unaudited
interim condensed consolidated financial statements.
Condensed Consolidated Income Statements
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT PER SHARE
AMOUNTS) (UNAUDITED)
Three Three Nine Nine
months ended months ended months ended months ended
October 31, October 31, October 31, October 31,
2012 2011 2012 2011
Sales $ 180,399 $ 119,716 $ 549,757 $ 486,026
Cost of sales 114,690 75,524 338,518 322,153
Gross margin 65,709 44,192 211,239 163,873
Selling, general
and
administrative
expenses 55,387 46,155 165,875 138,051
Operating profit
(loss) 10,322 (1,963) 45,364 25,822
Finance expenses (4,811) (4,040) (12,719) (13,206)
Exploration
costs (673) (600) (1,495) (1,593)
Finance and
other income 96 164 251 505
Foreign exchange
gain 767 436 556 547
Profit before
income taxes 5,701 (6,003) 31,957 12,075
Net income tax
expense
(recovery) 1,687 (1,272) 11,580 3,220
Net profit
(loss) $ 4,014 $ (4,731) $ 20,377 $ 8,855
Attributable to
shareholders $ 3,397 $ (4,728) $ 19,762 $ 8,854
Attributable to
non-controlling
interest $ 617 $ (3) $ 615 $ 1
Earnings (loss)
per share
Basic $ 0.04 $ (0.06) $ 0.23 $ 0.10
Diluted $ 0.04 $ (0.06) $ 0.23 $ 0.10
Weighted average
number of shares
outstanding 84,874,781 84,809,781 84,874,781 84,597,861
The accompanying notes are an integral part of these unaudited
interim condensed consolidated financial statements.
Condensed Consolidated Statements of Comprehensive Income
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS) (UNAUDITED)
Three Three Nine Nine
months ended months ended months ended months ended
October 31, October 31, October 31, October 31,
2012 2011 2012 2011
Net profit (loss) $ 4,014 $ (4,731) $ 20,377 $ 8,855
Other comprehensive income
Net gain (loss) on
translation of net foreign
operations (net of tax
of nil) 3,452 (7,337) (2,517) 8,440
Other comprehensive
income, net of tax 3,452 (7,337) (2,517) 8,440
Total comprehensive income $ 7,466 $ (12,068) $ 17,860 $ 17,295
Attributable to shareholders $ 6,849 $ (12,065) $ 17,245 $ 17,294
Attributable to
non-controlling interest $ 617 $ (3) $ 615 $ 1
The accompanying notes are an integral part of these unaudited
interim condensed consolidated financial statements.
Condensed Consolidated Statements of Changes in Equity
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS) (UNAUDITED)
Nine Nine
months ended months ended
October 31, October 31,
2012 2011
Common shares:
Balance at beginning of period $ 507,975 $ 502,129
Issued during the period - 5,163
Transfer from contributed surplus on exercise of options - 2,300
Balance at end of period 507,975 509,592
Contributed surplus:
Balance at beginning of period 17,764 16,233
Stock-based compensation expense 1,288 1,602
Transfer from contributed surplus on exercise of options - (2,300)
Balance at end of period 19,052 15,535
Retained earnings:
Balance at beginning of period (Recast - note 10) 261,028 235,574
Net profit attributable to common shareholders 19,762 8,854
Balance at end of period 280,790 244,428
Accumulated other comprehensive income:
Balance at beginning of period 10,086 7,624
Other comprehensive income
Net gain (loss) on translation of net foreign
operations (net of tax of nil) (2,517) 8,440
Balance at end of period 7,569 16,064
Non-controlling interest:
Balance at beginning of period 255 266
Non-controlling interest 615 1
Balance at end of period 870 267
Total equity $ 816,256 $ 785,886
The accompanying notes are an integral part of these unaudited
interim condensed consolidated financial statements.
Condensed Consolidated Statements of Cash Flows
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS) (UNAUDITED)
Three Three
months ended months ended
October 31, October 31,
2012 2011
Cash provided by (used in)
OPERATING
Net profit (loss) $ 4,014 $ (4,731)
Depreciation and
amortization 24,453 23,121
Deferred income tax
recovery (12,721) (4,781)
Current income tax
expense 14,408 3,509
Finance expenses 4,811 4,040
Stock-based compensation 434 492
Other non-cash items (118) 125
Foreign exchange gain (1,049) (3,240)
Gain on disposition of
assets (49) -
Change in non-cash operating working capital,
excluding taxes and finance expenses (9,399) (34,883)
Cash provided from (used in) operating activities 24,784 (16,348)
Interest paid (4,068) (6,329)
Income and mining taxes
paid (2,145) (1,077)
Net cash from (used in) operating activities 18,571 (23,754)
FINANCING
Increase in interest-bearing loans and borrowings 16 -
Decrease in interest-bearing loans and borrowings (193) (178)
Increase in revolving credit 308,966 126,286
Decrease in revolving credit (275,185) (69,457)
Repayment of promissory note - (70,000)
Issue of common shares, net of issue costs - 182
Cash provided from financing activities 33,604 (13,167)
INVESTING
Property, plant and equipment - Mining (13,446) (10,796)
Property, plant and equipment - Luxury brand (5,778) (4,050)
Net proceeds from sale of property, plant and
equipment - -
Other non-current assets 654 (363)
Cash used in investing activities (18,570) (15,209)
Foreign exchange effect on cash balances 2,616 (4,568)
Increase (decrease) in cash and cash equivalents 36,221 (56,698)
Cash and cash equivalents, beginning of period 74,589 139,881
Cash and cash equivalents, end of period $ 110,810 $ 83,183
Change in non-cash operating working capital,
excluding taxes and finance expenses
Accounts receivable (5,701) (890)
Inventory and supplies (26,974) (37,522)
Other current assets 3,474 (2,806)
Trade and other payables 19,230 5,865
Employee benefit plans 572 470
$ (9,399) $ (34,883)
Table continues
Nine Nine
months months
ended ended
October October
31, 31,
2012 2011
Cash provided by (used in)
OPERATING
Net profit (loss) 20,377 $ 8,855
66,980 64,129
(18,262) (8,200)
29,842 11,420
12,719 13,206
1,288 1,602
(2,636) 124
(632) (3,432)
(357) -
Change in non-cash operating working capital,
excluding taxes and finance expenses (25,977) (92,399)
Cash provided from (used in) operating activities 83,342 (4,695)
(10,082) (11,526)
(21,183) 9,376
Net cash from (used in) operating activities 52,077 (6,845)
FINANCING
Increase in interest-bearing loans and borrowings 16 -
Decrease in interest-bearing loans and borrowings (563) (532)
Increase in revolving credit 415,148 211,890
Decrease in revolving credit (376,370) (127,464)
Repayment of promissory note - (70,000)
Issue of common shares, net of issue costs - 5,163
Cash provided from financing activities 38,231 19,057
INVESTING
Property, plant and equipment - Mining (47,383) (35,880)
Property, plant and equipment - Luxury brand (12,201) (7,338)
Net proceeds from sale of property, plant and
equipment 2,619 -
Other non-current assets 21 (1,185)
Cash used in investing activities (56,944) (44,403)
Foreign exchange effect on cash balances (670) 6,681
Increase (decrease) in cash and cash equivalents 32,694 (25,510)
Cash and cash equivalents, beginning of period 78,116 108,693
Cash and cash equivalents, end of period 110,810 $ 83,183
Change in non-cash operating working capital,
excluding taxes and finance expenses
Accounts receivable (7,807) (9,116)
Inventory and supplies (59,561) (61,958)
Other current assets 6,653 (189)
Trade and other payables 33,157 (21,307)
Employee benefit plans 1,581 171
(25,977) $ (92,399)
The accompanying notes are an integral part of these unaudited
interim condensed consolidated financial statements.
Notes to Condensed
Consolidated Financial Statements
OCTOBER 31,
2012 WITH COMPARATIVE FIGURES
(TABULAR AMOUNTS IN THOUSANDS OF UNITED
STATES DOLLARS, EXCEPT AS OTHERWISE NOTED)
Note 1:
Nature of Operations
Harry Winston Diamond Corporation (the "Company") is a diamond
enterprise with assets in the mining and luxury brand segments of
the diamond industry.
The Company's mining asset is an ownership interest in the
Diavik group of mineral claims. The Diavik Joint Venture (the
"Joint Venture") is an unincorporated joint arrangement between
Diavik Diamond Mines Inc. ("DDMI") (60%) and Harry Winston
Diamond Limited Partnership ("HWDLP") (40%) where HWDLP 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 and HWDLP are headquartered in
Yellowknife, Canada. DDMI is a
wholly owned subsidiary of Rio Tinto plc of London, England, and Harry Winston Diamond
Limited Partnership is a wholly owned subsidiary of
Harry Winston Diamond Corporation of Toronto, Canada.
On November 13, 2012, the Company
entered into share purchase agreements with BHP Billiton Canada
Inc. and various affiliates to purchase 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 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. The agreed purchase price,
payable in cash, is $400 million for
the Core Zone interest and $100
million for the Buffer Zone interest, subject to adjustments
in accordance with the terms of the share purchase agreements. The
share purchase agreements include typical closing conditions,
including receipt of required regulatory and Competition Act
approvals. Each of the Core Zone and the Buffer Zone is subject to
a separate joint venture agreement. BHP Billiton holds an 80%
interest in the Core Zone and a 58.8% interest in the Buffer Zone,
with the remainder held by the Ekati minority joint venture
parties. Pursuant to the joint venture agreements, BHP Billiton
will first separately offer to the joint venture parties its
interest in each of the Core and Buffer Zones on the same terms as
those agreed to by the Company. The joint venture parties will then
have 60 days to elect to acquire either or both of those interests.
Any interests that the joint venture parties do not elect to
acquire within that time period can then be transferred to the
Company in the following 60 days. If the Core Zone
transaction is not completed because the minority joint venture
parties exercise their pre-emptive rights, the Company will be
entitled to be paid a termination fee of $30
million by BHP Billiton. Closing of the transactions is
currently expected to occur before the end of March, 2013. The
purchase price for the acquisitions will be satisfied from cash
resources on hand and from new debt financing that has been
arranged with two banks. The new facilities will comprise a
$400 million term loan, a
$100 million revolving credit
facility (of which $50 million will
be available for purposes of funding the Ekati acquisition) and a
$140 million letter of credit
facility in support of the Core Zone environmental reclamation
bond. The new facilities will be secured and will replace the
Company mining segment's current $125
million facility with Standard Chartered Bank, which will be
repaid and terminated on closing.
The Company also owns Harry Winston Inc., the premier fine
jewelry and watch retailer with select locations throughout the
world. Its head office is located in New
York City, United
States.
The Company's operations fluctuate from quarter to quarter
depending on, among other factors, the seasonality of production at
the Diavik Diamond Mine, 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 Diavik
Diamond Mine in each quarter. The quarterly results for the luxury
brand segment are also seasonal, with generally higher sales during
the fourth quarter due to the holiday season.
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.
Note 2:
Basis of Preparation
(a) Statement of compliance
These unaudited interim condensed consolidated financial statements
have been prepared in accordance with International Financial
Reporting Standards ("IFRS") International Accounting Standard ("IAS")
34, "Interim Financial Reporting".
These unaudited interim condensed consolidated financial statements do
not include all disclosures required by IFRS for annual consolidated
financial statements and accordingly should be read in conjunction
with the Company's audited consolidated financial statements and notes
thereto for the year ended January 31, 2012. These statements have
been prepared following the same accounting policies and methods of
computation as the consolidated financial statements for the year
ended January 31, 2012.
(b) Basis of measurement
These unaudited interim condensed consolidated financial statements
have been prepared on the historical cost basis except for the
following:
- financial instruments held for trading are measured at fair value
through profit and loss
- liabilities for Restricted Share Unit and Deferred Share Unit plans
are measured at fair value
(c) Currency of presentation
These unaudited interim condensed consolidated financial statements
are expressed in United States dollars, consistent with the
predominant functional currency of the Company's operations. All
financial information presented in United States dollars has been
rounded to the nearest thousand.
Note 3:
Cash Resources
October 31, January 31,
2012 2012
Cash on hand and balances with banks $ 105,634 $ 76,030
Short-term investments [(a)] 5,176 2,086
Total cash resources $ 110,810 $ 78,116
[(a)] Short-term investments are held in
overnight deposits and money market instruments with a maturity of
30 days.
Note 4:
Inventory and Supplies
October 31, January 31,
2012 2012
Luxury brand raw materials $ 67,200 $ 62,188
Mining rough diamond inventory 68,332 62,472
135,532 124,660
Luxury brand work-in-progress 59,159 45,407
Luxury brand merchandise inventory 245,789 218,844
Mining supplies inventory 73,078 68,916
Total inventory and supplies $ 513,558 $ 457,827
Total inventory and supplies is net of a provision for
obsolescence of $3.7 million
($3.1 million at January 31, 2012).
Note 5:
Diavik Joint Venture
The following represents HWDLP's 40% proportionate interest in
the Joint Venture as at September 30,
2012 and December 31,
2011:
January
October 31, 31,
2012 2012
Current assets $ 100,331 $ 101,454
Non-current assets 673,571 685,590
Current liabilities 30,656 31,745
Non-current liabilities and participant's
account 743,246 755,298
Three months Three months Nine months Nine months
ended ended ended ended
October 31, October 31, October 31, October 31,
2012 2011 2012 2011
Expenses net of interest
income [(a)] [(b)] $ 61,087 $ 57,918 $ 176,410 $ 181,576
Cash flows resulting from
(used in) operating activities (28,936) (26,920) (126,311) (116,815)
Cash flows resulting from
financing activities 56,264 39,156 168,464 154,239
Cash flows resulting from
(used in) investing activities (23,310) (13,460) (42,451) (35,680)
[(a)] The Joint Venture only earns interest income.
Expenses net of interest income for the three months and nine months
ended October 31, 2012 of $nil and $0.1 million, respectively (three
and nine months ended October 31, 2011 of $nil and $0.1 million,
[(b)] respectively).
HWDLP is contingently liable for DDMI's portion of the
liabilities of the Joint Venture, and to the extent HWDLP's
participating interest has increased because of the failure of DDMI
to make a cash contribution when required, HWDLP would have access
to an increased portion of the assets of the Joint Venture to
settle these liabilities. Additional information on commitments and
contingencies related to the Diavik Joint Venture is found in Note
7.
Note 6:
Interest-Bearing Loans and Borrowings
January
October 31, 31,
2012 2012
Mining segment credit facilities $ 49,284 $ 48,460
Harry Winston Inc. credit facilities 234,063 217,071
First mortgage on real property 5,804 6,342
Bank advances 48,570 27,850
Finance leases 431 -
Total interest-bearing loans and
borrowings 338,152 299,723
Less current portion (50,054) (29,238)
$ 288,098 $ 270,485
Nominal
interest
Currency rate Date of maturity
Secured bank loan US 4.09% June 24, 2013
Secured bank loan US 3.51% August 30,2017
Secured bank loan CHF 3.15% January 31, 2033
Secured bank loan CHF 3.55% January 31, 2033
First mortgage on real property CDN 7.98% September 1, 2018
Secured bank advance US 4.80% Due on demand
US 12.50% Due on demand
Secured bank advance CHF 4.00% Due on demand
Secured bank advance YEN 2.55% February 22, 2013
Unsecured bank advance YEN 2.98% November 30, 2012
Unsecured bank advance YEN 2.98% November 30, 2012
Unsecured bank advance YEN 2.48% March 29, 2013
Unsecured bank advance YEN 2.00% November 30, 2012
Unsecured bank advance YEN 1.88% November 22, 2012
Finance lease CHF 1.97% April 1, 2017
Table continues
Carrying Face
amount at value at
October 31, October
2012 31, 2012 Borrower
Harry Winston
Diamond Corporation
and
$49.3 $50.0 Harry Winston
Secured bank loan million million Diamond Mines Ltd.
$218.3 $223.0
Secured bank loan million million Harry Winston Inc.
$3.7 $3.7
Secured bank loan million million Harry Winston S.A.
$12.0 $12.0
Secured bank loan million million Harry Winston S.A.
$5.8 $5.8
First mortgage on real property million million 6019838 Canada Inc.
Harry Winston
$ 15.7 $ 15.7 Diamond
Secured bank advance million million International N.V
Harry Winston
$ 2.1 $ 2.1 Diamond (India)
million million Private Limited
$ 7.4 $ 7.4
Secured bank advance million million Harry Winston S.A.
$7.2 $7.2 Harry Winston
Secured bank advance million million Japan, K.K.
$6.5 $6.5 Harry Winston
Unsecured bank advance million million Japan, K.K.
$7.0 $7.0 Harry Winston
Unsecured bank advance million million Japan, K.K.
$1.0 $1.0 Harry Winston
Unsecured bank advance million million Japan, K.K.
$1.3 $1.3 Harry Winston
Unsecured bank advance million million Japan, K.K.
$0.3 $0.3 Harry Winston
Unsecured bank advance million million Japan, K.K
$0.4 $0.4
Finance lease million million Harry Winston S.A.
(a) On August 30, 2012, Harry Winston Inc. refinanced its secured
revolving credit facility by entering into a new secured five-year
credit agreement with a consortium of banks led by Standard Chartered
Bank establishing a $260.0 million facility for revolving credit
loans. The new facility expires on August 30, 2017. On November 7,
2012, Harry Winston Inc. signed the first amendment to its senior
secured revolving credit agreement dated August 30, 2012. The
amendment increased the current $260.0 million facility to $300.0
million with Manufacturers and Traders Trust Company agreeing to
provide an additional $40.0 million commitment, and being added as a
new lender under the current credit agreement. There are no scheduled
repayments required before maturity. As with the previous agreement,
the new credit facility is supported by a $20.0 million limited
guarantee provided by Harry Winston Diamond Corporation. The amount
available under this facility is subject to a borrowing base formula
based on certain assets of the luxury brand segment. At October 31,
2012, $223.0 million was outstanding.
The new credit agreement contains affirmative and negative
non-financial and financial covenants, which apply to the luxury brand
segment. These provisions include consolidated minimum tangible net
worth, minimum coverage of fixed charges, leverage ratio and
limitations on capital expenditures and certain investments. The new
credit agreement also includes a change of control provision, which
would result in the entire unpaid principal and all accrued interest
of the facility becoming due immediately upon change of control, as
defined. Any material adverse change, as defined, in the luxury brand
segment's assets, liabilities, consolidated financial position or
consolidated results of operations constitutes default under the
agreement.
The luxury brand segment has pledged 100% of Harry Winston Inc.'s
common stock and 66 2/3% of the common stock of its foreign
subsidiaries to the bank to secure the loan. Inventory and accounts
receivable of Harry Winston Inc. are pledged as collateral to secure
the borrowings of Harry Winston Inc. In addition, an assignment of
proceeds on insurance covering security collateral was made.
Loans under the new credit facility can be either fixed rate loans or
revolving line of credit loans. The fixed rate loans will bear
interest within a range of 2.50% to 3.25% above LIBOR based upon a
pricing grid determined by the fixed charge coverage ratio. Interest
under this option will be determined for periods of either one, two,
three or six months. The revolving line of credit loans will bear
interest within a range of 1.50% to 2.25% above the bank's prime rate
based upon a pricing grid determined by the fixed charge coverage
ratio as well.
(b) On August 21, 2012, Harry Winston S.A. entered into a credit facility
with UBS AG establishing a CHF 7.0 million credit line. The new credit
facility is available to Harry Winston S.A. for general corporate
purposes. The new facility contains affirmative and negative
non-financial and financial covenants. The Harry Winston S.A. factory
building is pledged as collateral to secure the borrowings. Borrowings
under the credit facility can be either fixed rate loans or revolving
line of credit loans in CHF or any freely available and convertible
currency. Interest under the fixed rate option will be based upon
Euromarket rates for the relevant term and currency plus a bank
margin. Available terms under fixed rate borrowings are one to 12
months in minimum denominations of CHF 250,000. Interest under the
revolving / overdraft option will bear interest at 4% per annum for
CHF loans, and 5.5% per annum for USD loans. A 0.25% commission will
be charged quarterly based upon the average debit balance. At October
31, 2012, $7.4 million was outstanding.
Note 7:
Commitments and Guarantees
(a) Environmental agreements
Through negotiations of environmental and other agreements, the Joint
Venture must provide funding for the Environmental Monitoring Advisory
Board. HWDLP anticipates its share of this funding requirement will be
approximately $0.3 million for calendar 2012. Further funding will be
required in future years; however, specific amounts have not yet been
determined. These agreements also state that the Joint Venture must
provide security deposits for the performance by the Joint Venture of
its reclamation and abandonment obligations under all environmental
laws and regulations. HWDLP's share of the letters of credit
outstanding posted by the operator of the Joint Venture with respect
to the environmental agreements as at October 31, 2012, was $81.4
million. The agreement specifically provides that these funding
requirements will be reduced by amounts incurred by the Joint Venture
on reclamation and abandonment activities.
(b) Participation agreements
The Joint Venture has 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
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 agreements
terminate in the event that the mine permanently ceases to operate.
Harry Winston Diamond Corporation's share of the Joint Venture's
participation agreements as at October 31, 2012 was $1.5 million.
(c) Operating lease commitments
The Company has entered into non-cancellable operating leases for the
rental of luxury brand salons and office premises, which expire at
various dates through 2029. 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. Certain leases contain either restrictions relating to
opening additional salons within a specified radius or contain
additional rents related to sales levels. 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 October 31, 2012
are as follows:
Within one year $ 25,276
After one year but not more than five years 101,877
More than five years 127,774
$ 254,927
(d) Capital commitments related to the Joint Venture
At October 31, 2012, Harry Winston Diamond Corporation's share of
approved capital expenditures at the Joint Venture was $23.5 million.
Note 8:
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.
On August 30, 2012, the Company's
luxury brand subsidiary, Harry Winston Inc., refinanced its secured
revolving credit facility by entering into a new secured five-year
credit agreement with a consortium of banks led by Standard
Chartered Bank establishing a $260.0
million facility for revolving credit loans. Harry Winston
Inc. amended its senior secured revolving credit facility on
November 7, 2012, by adding an
additional $40.0 million increasing
the total facility to $300.0 million.
The new facility expires on August 30,
2017. As with the previous agreement, the new credit
facility is supported by a $20.0
million limited guarantee provided by Harry Winston Diamond
Corporation. The amount available under this facility is subject to
a borrowing base formula based on certain assets of the luxury
brand segment.
Note 9:
Segmented Information
The Company operated in three segments within the diamond industry
- mining, luxury brand and corporate - for the three months ended
October 31, 2012.
The mining segment consists of the Company's rough diamond
business. This business includes the 40% ownership interest in the
Diavik group of mineral claims and the sale of rough diamonds.
The luxury brand segment consists of the Company's ownership in
Harry Winston Inc. This segment consists of the marketing of fine
jewelry and watches on a worldwide basis.
The corporate segment captures costs not specifically related to
operations of the mining or luxury brand segments.
For the three months ended
October 31, 2012 Mining Luxury brand Corporate Total
Sales
America $ 7,697 $ 30,751 $ - $ 38,448
Europe 57,438 27,297 - 84,735
Asia (excluding Japan) 19,683 15,493 - 35,176
Japan - 22,040 - 22,040
Total sales 84,818 95,581 - 180,399
Cost of sales
Depreciation and amortization 19,800 392 - 20,192
All other costs 51,863 42,635 - 94,498
Total cost of sales 71,663 43,027 - 114,690
Gross margin 13,155 52,554 - 65,709
Gross margin (%) 15.5% 55.0% -% 36.4%
Selling, general and administrative expenses
Selling and related expenses 957 37,396 - 38,353
Administrative expenses 2,975 9,809 4,250 17,034
Total selling, general and
administrative expenses 3,932 47,205 4,250 55,387
Operating profit (loss) 9,223 5,349 (4,250) 10,322
Finance expenses (2,308) (2,503) - (4,811)
Exploration costs (673) - - (673)
Finance and other income 60 36 - 96
Foreign exchange gain (loss) (301) 1,068 - 767
Segmented profit (loss) before
income taxes $ 6,001 $ 3,950 $ (4,250) $ 5,701
Segmented assets as at October 31, 2012
Canada $ 953,484 $ - $ - $ 953,484
United States - 394,366 115,657 510,023
Other foreign countries 34,651 235,034 - 269,685
$ 988,135 $ 629,400 $ 115,657 $1,733,192
Capital expenditures $ 13,446 $ 5,778 $ - $ 19,223
Other significant non-cash items:
Deferred income tax recovery‚ $ (11,087) $ (1,577) $ (57) $ (12,721)
For the three months ended
October 31, 2011 Mining Luxury brand Corporate Total
Sales
America $ 8,835 $ 28,817 $ - $ 37,652
Europe 21,993 19,561 - 41,554
Asia (excluding Japan) 5,411 13,133 - 18,544
Japan - 21,966 - 21,966
Total sales 36,239 83,477 - 119,716
Cost of sales
Depreciation and amortization 19,340 57 - 19,397
All other costs 14,772 41,321 34 56,127
Total cost of sales 34,112 41,378 34 75,524
Gross margin 2,127 42,099 (34) 44,192
Gross margin (%) 5.9% 50.4% -% 36.9%
Selling, general and administrative expenses
Selling and related expenses 966 30,800 - 31,766
Administrative expenses 2,308 9,835 2,246 14,389
Total selling, general and
administrative expenses 3,274 40,635 2,246 46,155
Operating profit (loss) (1,147) 1,464 (2,280) (1,963)
Finance expenses (2,691) (1,474) 125 (4,040)
Exploration costs (600) - - (600)
Finance and other income 256 33 (125) 164
Foreign exchange gain 285 151 - 436
Segmented profit (loss) before
income taxes $ (3,897) $ 174 $ (2,280) $ (6,003)
Segmented assets as at October 31, 2011
Canada $ 941,028 $ - $ - $ 941,028
United States - 337,501 106,215 443,716
Other foreign countries 57,853 208,012 - 265,865
$ 998,881 $ 545,513 $ 106,215 $1,650,609
Capital expenditures $ 10,796 $ 4,050 $ - $ 14,846
Other significant non-cash items:
Deferred income tax recovery $ (4,190) $ (520) $ (71) $ (4,781)
For the nine months ended
October 31, 2012 Mining Luxury brand Corporate Total
Sales
America $ 17,398 $ 98,796 $ - $ 116,194
Europe 162,322 72,987 - 235,309
Asia (excluding Japan) 55,580 69,834 - 125,414
Japan - 72,840 - 72,840
Total sales 235,300 314,457 - 549,757
Cost of sales
Depreciation and amortization 53,754 1,052 - 54,806
All other costs 134,792 148,920 - 283,712
Total cost of sales 188,546 149,972 - 338,518
Gross margin 46,754 164,485 - 211,239
Gross margin (%) 19.9% 52.3% -% 38.4%
Selling, general and administrative expenses
Selling and related expenses 2,667 114,329 - 116,996
Administrative expenses 6,756 29,682 12,441 48,879
Total selling, general and
administrative expenses 9,423 144,011 12,441 165,875
Operating profit (loss) 37,331 20,474 (12,441) 45,364
Finance expenses (6,701) (6,018) - (12,719)
Exploration costs (1,495) - - (1,495)
Finance and other income 179 72 - 251
Foreign exchange gain 377 179 - 556
Segmented profit (loss) before
income taxes $ 29,691 $ 14,707 $ (12,441) $ 31,957
Segmented assets as at October 31, 2012
Canada $ 953,484 $ - $ - $ 953,484
United States - 394,366 115,657 510,023
Other foreign countries 34,651 235,034 - 269,685
$ 988,135 $ 629,400 $ 115,657 $1,733,192
Capital expenditures $ 47,383 $ 12,201 $ - $ 59,584
Other significant non-cash items:
Deferred income tax recovery‚ $ (15,246) $ (2,845) $ (171) $ (18,262)
For the nine months ended
October 31, 2011 Mining Luxury brand Corporate Total
Sales
America $ 12,291 $ 91,487 $ - $ 103,778
Europe 152,876 63,105 - 215,981
Asia (excluding Japan) [(a)] 22,715 86,543 - 109,258
Japan - 57,009 - 57,009
Total sales 187,882 298,144 - 486,026
Cost of sales
Depreciation and amortization 52,572 215 - 52,787
All other costs 102,596 166,635 135 269,366
Total cost of sales 155,168 166,850 135 322,153
Gross margin 32,714 131,294 (135) 163,873
Gross margin (%) 17.4% 44.0% -% 33.7%
Selling, general and administrative expenses
Selling and related expenses 2,392 90,098 - 92,490
Administrative expenses 9,001 28,584 7,976 45,561
Total selling, general and
administrative expenses 11,393 118,682 7,976 138,051
Operating profit (loss) 21,321 12,612 (8,111) 25,822
Finance expenses (9,171) (4,160) 125 (13,206)
Exploration costs (1,593) - - (1,593)
Finance and other income 411 219 (125) 505
Foreign exchange gain 154 393 - 547
Segmented profit (loss)
before income taxes $ 11,122 $ 9,064 $ (8,111) $ 12,075
Segmented assets as at October 31, 2011
Canada $ 941,028 $ - $ - $ 941,028
United States - 337,501 106,215 443,716
Other foreign countries 57,853 208,012 - 265,865
$ 998,881 $ 545,513 $ 106,215 $1,650,609
Capital expenditures $ 35,880 $ 7,338 $ - $ 43,218
Other significant non-cash items:
Deferred income tax expense
(recovery) $ (12,154) $ 4,180 $ (226) $ (8,200)
Sales to one significant customer in the luxury brand segment
[(a)] totalled $45.0 million for the nine months ended October 31, 2011.
Note 10:
Recast
During the preparation of the income tax provision for the quarter
ended April 30, 2012, the Company
noted a historical difference related to the accounting for
Northwest Territories mining
royalty taxes in connection with the Company's rough diamond
inventory. For Northwest Territories mining royalty tax
purposes, the Company is subject to mining royalty taxes, which
includes a requirement to treat the rough diamond inventory when it
comes out of the Diavik Diamond Mine as taxable. This results in an
accounting timing difference between the mining and extraction of
the diamonds and when they are sold. The Company did not previously
record the corresponding deferred tax asset on the rough diamond
inventory related to royalty taxes payable. The Company has revised
the comparative figures to correct the immaterial impact of this
item with the offset recorded in retained earnings, amounting to
$5.8 million as at January 31, 2011 and 2012.
For further information:
Mr. Richard Chetwode, Vice
President, Corporate Development - +44(0)7720-970-762
or rchetwode@harrywinston.com
Ms. Laura Kiernan, Director,
Investor Relations - +1(212)315-7934
or lkiernan@harrywinston.com
Ms. Kelley Stamm, Manager,
Investor Relations - +1(416)205-4380
or kstamm@harrywinston.com
