FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Dated February 4, 2004
Commission File Number 1-31318
Gold Fields Limited
(Translation of registrant's name into English)
24 St. Andrews Rd.
Parktown, 2193
South Africa
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F..x... Form 40-F.....
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):___________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):___________
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ..x...
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
On January 28, 2004, Gold Fields released its results for the three-month period
and the six-month period ended December 31, 2003, details of which are set out
below, along with comparable data from the same periods in the prior fiscal
year. These data are unaudited and have been prepared in accordance with South
African GAAP, which differs from U.S. GAAP. A summary of the differences between
U.S. GAAP and South African GAAP applicable to Gold Fields is also set out
below.
Income Statement
South African GAAP
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US DOLLARS For the three-month For the six-month periods
periods ending ending
--------------------------------------------------------------------------------------------------------------------------
(Figures are in millions unless otherwise stated) December 31, December December December
2003 31, 2002 31, 2003 31, 2002
(unaudited) (unaudited) (unaudited) (unaudited)
--------------------------------------------------------------------------------------------------------------------------
Revenue 430.7 370.0 827.5 751.8
Operating costs 346.7 240.0 661.5 471.4
Gold inventory change 3.6 (5.7) 9.1 (7.3)
-------------- ------------- -------------- -------------
Operating profit 80.4 135.7 156.9 287.7
Amortization and depreciation 45.2 35.9 85.4 68.8
-------------- ------------- -------------- -------------
Net operating profit 35.2 99.8 71.5 218.9
Finance income/(cost) 6.4 8.5 9.4 4.8
-------------- ------------- -------------- -------------
- Net interest and investment income/(cost) (2.0) 5.5 0.8 8.7
- Exchange gains/(losses) on foreign debt and cash 8.4 3.0 8.6 (3.9)
-------------- ------------- -------------- -------------
Gain/(loss) on financial instruments 17.1 16.0 22.0 (3.5)
Other income/(expense) 0.5 (0.8) 2.2 0.3
Exploration (5.3) (3.6) (12.7) (8.0)
-------------- ------------- -------------- -------------
Profit before taxation and exceptional items 53.9 119.9 92.4 212.5
Exceptional gain 5.7 12.2 33.2 12.2
-------------- ------------- -------------- -------------
Profit before taxation 59.6 132.1 125.6 224.7
Mining and income taxation 12.1 45.8 17.1 82.9
-------------- ------------- -------------- -------------
- Normal taxation 6.0 26.2 12.4 54.0
- Deferred taxation 6.1 19.6 4.7 28.9
-------------- ------------- -------------- -------------
-------------- ------------- -------------- -------------
Profit after taxation 47.5 86.3 108.5 141.8
Minority interest 5.8 3.6 10.2 6.8
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Net earnings 41.7 82.7 98.3 135.0
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Balance Sheets
South African GAAP
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(Figures are in millions, unless otherwise stated) US DOLLARS
----------------------------------------------------------------------------------------------------------------------------
As of December 31, As of June 30, 2003
2003 (unaudited)
----------------------------------------------------------------------------------------------------------------------------
Mining and mineral assets 2,266.4 1,973.2
Non-current assets 42.1 35.3
Investments 111.2 65.7
Current assets 510.9 392.7
--------------------- -------------------
- Other current assets 350.2 259.1
- Net cash and deposits 160.7 133.6
--------------------- -------------------
- Gross cash and deposits 324.7 133.6
- Less overdraft 164.0 -
--------------------- -------------------
--------------------- -------------------
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Total assets 2,930.6 2,466.9
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Shareholders' equity 1,889.2 1,450.0
Minority interest 79.3 85.8
Deferred taxation 622.1 549.4
Long-term loans 6.5 21.1
Environmental rehabilitation provisions 104.6 91.8
Post-retirement health care provisions 10.7 11.6
Current liabilities 218.2 257.2
--------------------- -------------------
- Other current liabilities 210.0 236.7
- Current portion of long-term loans 8.2 20.5
--------------------- -------------------
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Total equity and liabilities 2,930.6 2,466.9
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Condensed Statements of Changes in Equity
South African GAAP
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(Figures are in millions, unless otherwise stated) US DOLLARS
----------------------------------------------------------------------------------------------------------------------------
For the six-month For the six-month
period ended period ended
December 31, 2003 December 31, 2002
(unaudited) (unaudited)
----------------------------------------------------------------------------------------------------------------------------
Balance as at the beginning of the financial year 1,450.0 1,071.0
Currency translation adjustment and other 164.4 116.6
Issue of share capital 1.3 0.1
Increase in share premium 220.0 1.5
Marked to market valuation of listed investments 18.4 14.6
Dividends (63.2) (96.6)
Net earnings 98.3 135.0
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Balance as at the end of December 1,889.2 1,242.2
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Cash Flow Statements
South African GAAP
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US DOLLARS For the three-month periods For the six-month periods
ended ended
---------------------------------------------------------------------------------------------------------------------------
(Figures are in millions, unless otherwise stated) December 31, December 31, December 31, December 31,
2003 2002 2003 2002
(unaudited) (unaudited) (unaudited) (unaudited)
---------------------------------------------------------------------------------------------------------------------------
Cash flow from operating activities 95.5 136.7 99.7 232.0
-------------- ------------- ------------- -------------
Profit before tax and exceptional items 53.9 119.9 92.4 212.5
Exceptional items 5.7 12.2 33.2 12.2
Amortization and depreciation 45.2 35.9 85.4 68.8
Change in working capital 10.7 13.7 (17.7) (1.9)
Taxation paid (9.1) (4.9) (49.9) (52.4)
Other non-cash items (10.9) (40.1) (43.7) (7.2)
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Dividends paid (2.9) (63.2) (99.5)
------------- ------------- ------------- -------------
Ordinary shareholders - - (63.2) (96.6)
Minority shareholders in subsidiaries - (2.9) - (2.9)
------------- ------------- ------------- -------------
Cash utilised in investing activities (96.0) (50.0) (199.0) (105.4)
------------- ------------- ------------- -------------
Capital expenditure - additions (96.8) (54.4) (171.1) (108.1)
Capital expenditure - proceeds on disposal 4.5 0.1 12.1 0.1
Purchase of investments (9.8) (6.2) (47.5) (7.4)
Proceeds on the disposal of investments/subsidiary 7.7 11.9 10.1 11.9
Environmental and post-retirement health care payments (1.6) (1.4) (2.6) (1.9)
------------- ------------- ------------- -------------
Cash flow from financing activities 198.2 (24.5) 189.7 (22.2)
------------- ------------- ------------- -------------
Loans repaid (14.6) (21.5) (27.0) (21.5)
Minority shareholder's loan received/(repaid) 2.2 (3.8) 3.9 (3.8)
Shares issued 210.6 0.8 212.8 3.1
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Net cash inflow 197.7 59.3 27.2 4.9
Translation adjustment 1.8 22.6 (0.1) 16.8
Cash at beginning of period (38.8) 135.5 133.6 195.7
------------- ------------- ------------- -------------
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Cash at end of period 160.7 217.4 160.7 217.4
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CONTACT DETAILS
CORPORATE OFFICE
Gold Fields Limited London Office
24 St Andrews Road
Parktown St James' Corporate Services
Johannesburg Limited
2193 6 St James' Place
Postnet Suite 252 London SW1A 1 NP
Private Bag x 30500 Tel: +944 207 499-3916
Houghton 2041 Fax: +944 207 491-1989
Tel: +27 11 644-2400
Fax: +27 11 484-0626
DIRECTORS
C M T Thompson (Chairman) R L Pennant-Rea *
A J Wright (Deputy Chairman) P J Ryan
I D Cockerill * (Chief Executive Officer) T M G Sexwale
G J Gerwel B R van Rooyen
N J Holland * (Chief Financial Officer) C I von Christierson
J M McMahon *
G R Parker # Canadian * British
# USA
COMPANY SECRETARY
C Farrel
24 St Andrews Road Postnet Suite 252
Parktown Private Bag x 30500
Johannesburg Houghton 2041
2193 Tel: +27 11 644-2406
Fax: +27 11 484-0626
INVESTOR RELATIONS
Willie Jacobsz
Tel: +27 11 644-2460
Europe & South Africa North America
Nerina Bodasing Cheryl A. Martin
Tel: +27 11 644-2630 Tel: +1 303 796-8683
Fax: +27 11 484-0639 Fax: +1 303 796-8293
E-mail: investors@goldfields.co.za E-mail: camartin@gfexpl.com
TRANSFER OFFICES
Johannesburg London
Computershare Limited Capita Registrars
Ground Floor Bourne House
70 Marshall Street 34 Beckenham Road
Johannesburg, 2001 Beckenham Kent BR3 4TU
P O Box 61051 Tel: +944 208 639-2000
Marshalltown, 2107 Fax: +944 208 658-3430
Tel: 27 11 370-5000
Fax: 27 11 370-5271
AMERICAN DEPOSITARY RECEIPT BANKER
United States United Kingdom
Bank of New York Bank of New York
101 Barclay Street 46 Berkley Street
New York N.Y. 10286 London
USA W1X 6AA
Tel: +91 212 815-5133 Tel: +944 207 322-6341
Fax: +91 212 571-3050 Fax: +944 207 322-6028
FORWARD LOOKING STATEMENTS
Certain statements in this document constitute "forward looking statements"
within the meaning of Section 27A of the US Securities Act of 1933 and Section
21E of the US Securities Exchange Act of 1934.
Such forward looking statements involve known and unknown risks, uncertainties
and other important factors that could cause the actual results, performance or
achievements of the company to be materially different from the future results,
performance or achievements expressed or implied by such forward looking
statements. Such risks, uncertainties and other important factors include among
others: economic, business and political conditions in South Africa; decreases
in the market price of gold; hazards associated with underground and surface
gold mining; labour disruptions; changes in government regulations, particularly
environmental regulations; changes in exchange rates; currency devaluations;
inflation and other macro-economic factors; and the impact of the AIDS crisis in
South Africa. These forward looking statements speak only as of the date of this
document.
The company undertakes no obligation to update publicly or release any revisions
to these forward looking statements to reflect events or circumstances after the
date of this document or to reflect the occurrence of unanticipated events.
Gold Fields Limited
Incorporated in the Republic of South Africa
Registration number 1968/004880/06
Share code: GFI
Issuer code: GOGOF
ISIN: ZAE 000018123
Reconciliation of net income for the year ended June 30, 2003 and the
shareholders' equity as of June 30, 2003 from U.S. GAAP to S.A. GAAP.
Gold Fields annual financial statements included in its annual report on Form
20-F for the year ended June 30, 2003 have been prepared in accordance with U.S.
GAAP. Pursuant to the requirements of the JSE Securities Exchange South Africa,
Gold Fields reports quarterly financial information prepared in accordance with
S.A. GAAP. In order for a U.S. investor to obtain an understanding of the
differences between U.S. GAAP and S.A. GAAP as applicable to Gold Fields, Gold
Fields has provided below a reconciliation from U.S. GAAP to S.A. GAAP of its
net income for the year ended June 30, 2003 and the shareholders' equity as of
June 30, 2003, along with an explanation of applicable differences between S.A.
GAAP and U.S. GAAP.
Reconciliation of net income
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Year ended June
30,
2003
(in $ million, except where otherwise noted)
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Net income under U.S. GAAP .................................... 257.0
===========
S.A. GAAP adjustments
Business combinations - formation of Original
Gold Fields ................................................. 19.9
Business combinations - accounting for composite
transaction (1) ............................................. 2.7
Business combinations -- valuation of traded equity
securities issued ........................................... (4.7)
Amortization of multiple reserves ............................. 21.0
Amortization -- inclusion of future costs ...................... 0.9
Exploration costs ............................................. 28.5
Provision for rehabilitation .................................. 2.3
Investments in affiliates ..................................... (4.3)
Post-retirement medical costs ................................. (12.0)
Deferred stripping ............................................ 2.6
Inventory at net realizable value ............................. (1.5)
Impairment of Agnew ........................................... 29.6
Effects of adjustments on minority interests ................... -
Effect of adjustments on taxation ............................. (16.4)
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Net income under S.A. GAAP .................................... 325.6
===========
Weighted average common shares outstanding ..................... 471,814,106
Diluted weighted average common shares outstanding ............. 475,294,239
Basic earnings per share under S.A. GAAP ($) ................... .69
Diluted earnings per share under S.A. GAAP ($) ................. .69
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Notes:
(1) The composite transaction was a series of transactions with legal effect
from January 1, 1999 which culminated in the acquisition of Original Gold
Fields by the company that is today Gold Fields. See " - overview".
Reconciliation of shareholders' equity
-----------------------------------------------------------------------------
At
June 30,
2003
(in $ million, except where otherwise noted)
-----------------------------------------------------------------------------
Total shareholders' equity under U.S. GAAP
.................................................................. 1,619.3
=======
S.A. GAAP adjustments
Business combination -- formation of Original Gold Fields ......... (62.0)
Business combination -- composite transaction (1) ................. (63.6)
Business combination -- valuation of traded equity
securities issued .............................................. 8.5
Business combination -- acquired tax benefits ..................... 9.6
Impairment of assets .............................................. (299.3)
Amortization of multiple reserves ................................. 28.5
Amortization -- inclusion of future costs ......................... (2.1)
Exploration costs ................................................. 80.9
Provision for rehabilitation ...................................... 10.8
Post-retirement medical benefits .................................. 9.6
Deferred stripping ................................................ 3.0
Inventory at net realizable value ................................. 1.5
Impairment of Agnew ............................................... 34.4
Effect of adjustments on minority interests ....................... (27.0)
Effect of adjustments on taxation ................................. 98.0
Total shareholders' equity under S.A. GAAP ........................ 1,450.1
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Notes:
(1) The composite transaction was a series of transactions with legal effect
from January 1, 1999 which culminated in the acquisition of Original Gold
Fields by the company that is today Gold Fields. See " - overview".
The following is the summary of differences between U.S. GAAP and S.A. GAAP as
applicable to Gold Fields.
Business combination - formation of Original Gold Fields. Under U.S. GAAP, the
formation of Original Gold Fields was accounted for as a purchase. The assets
acquired and liabilities assumed from GFSA were carried over at book value as
determined on a U.S. GAAP basis due to them being under common control. The
assets acquired and the liabilities assumed from New Wits, Gencor and the
minority shareholders in the publicly traded companies were recorded at fair
value.
Under S.A. GAAP, the formation of the original Gold Fields was accounted for as
a uniting of interests (similar to pooling of interest accounting in the United
States). Accordingly, all the assets acquired and the liabilities assumed from
GFSA, New Wits, Gencor and the minority shareholders in the publicly traded
companies were recorded at book value as determined on the S.A. GAAP basis.
Due to the amortization of the fair value adjustments under U.S. GAAP, this
difference increased Gold Fields' net income by $19.9 million and decreased
shareholders' equity by $62.0 million under S.A. GAAP.
Business combination - accounting for the composite transaction. Under U.S.
GAAP, the difference between the purchase price and the carrying value of the
assets acquired was allocated to the assets acquired and is being amortized over
their estimated useful life.
Under S.A. GAAP, the difference between the purchase price and the carrying
value of the assets acquired was treated as goodwill that arose on this
transaction, which was set-off against shareholders' equity on the date of
acquisition.
This adjustment gave rise to an increased amortization charge under U.S. GAAP,
which increased the net income of Gold Fields by $2.7 million and reduced
shareholders' equity by $63.6 million under S.A. GAAP.
Business combinations - valuation of traded equity securities issued.
Differences exist between U.S. GAAP and S.A. GAAP in valuing traded securities
issued pursuant to a formula arrangement as part of a business combination.
Under U.S. GAAP, the value of traded equity securities issued pursuant to a
formula agreement is determined using the share price a few days before and
after the number of shares to be issued becomes known.
Under S.A. GAAP, the value of traded equity securities issued in a business
combination is determined based upon the share price on the date the shares are
issued.
This difference resulted in a decrease to the amortization charge under U.S.
GAAP which decreased the net income of Gold Fields by $4.7 million and increased
shareholders' equity by $8.5 million under S.A. GAAP.
Business combination - acquired tax benefits. Under U.S. GAAP, when tax losses
which have been acquired for which deferred tax assets have been recognized, and
against which a valuation allowance has been recorded which is subsequently
released, the release of the valuation allowance recorded against deferred tax
assets is first charged against goodwill and any other intangible assets, with
the remaining balance of the valuation allowance release recognized in income.
Under S.A. GAAP, when tax losses are acquired which result subsequently in
deferred tax assets being recognized, the benefit is recorded in income.
This difference increased shareholders' equity by $9.6 million under S.A. GAAP.
Impairment of assets. The book value of one of the assets acquired upon the
formation of Original Gold Fields under S.A GAAP was higher than the fair value
of that asset utilized in purchase accounting under U.S GAAP. Accordingly, the
book value recorded for the shares issued as consideration for that asset was
higher under S.A GAAP than the fair value recorded under U.S GAAP.
During prior periods, this asset was determined to be impaired under both S.A
GAAP and U.S GAAP. However, because the carrying value was higher under S.A GAAP
than under U.S GAAP the impact on the income statement under S.A GAAP and U.S
GAAP in those periods was different.
The difference decreased shareholders' equity by $299.3 million under S.A. GAAP.
Amortization of multiple reserves. Under S.A. GAAP, a multiple of proven and
probable reserves at the Australian operations is used for calculating
depreciation and amortization. Under U.S. GAAP, depreciation and amortization is
calculated based upon existing proven and probable reserves.
The difference increased Gold Fields' net income by $21.0 million and increased
shareholders' equity by $28.5 million under S.A. GAAP.
Amortization - inclusion of future costs. Under S.A. GAAP, future mine
development costs are included in mining assets in calculating depreciation and
amortization. Under U.S. GAAP, future development costs are not included in the
calculation of depreciation and amortization.
The difference increased Gold Fields' net income by $0.9 million and decreased
shareholders' equity by $2.1 million under S.A. GAAP.
Exploration costs. Under S.A. GAAP, exploration costs are capitalized from the
date the drilling program confirms sufficient evidence of mineralization to
proceed with a feasibility study. Under U.S. GAAP, exploration costs are
capitalized from the date a bankable feasibility study is completed.
The difference increased Gold Fields' net income by $28.5 million and increased
shareholders' equity by $80.9 million under S.A. GAAP.
Provision for rehabilitation
Method of recognition
Under S.A. GAAP, environmental rehabilitation costs are provided for,
based upon the net present value of the expected future obligation and a
corresponding asset is raised. Under U.S. GAAP, prior to fiscal 2003,
environmental rehabilitation costs were provided for, based on the units
of production method based on the expected ultimate rehabilitation
amount.
Amortization of rehabilitation asset
The rehabilitation assets carrying value under S.A. GAAP is different to
that under U.S. GAAP, which results in a differing amortization charge.
This is mainly due to the difference between the S.A GAAP methodology and
that prescribed under U.S GAAP.
Disclosure of the accretion of the asset retirement obligation
Under S.A. GAAP, the accretion of the asset retirement obligation is
split between interest expense and operating expense. Under U.S. GAAP,
the entire accretion of the asset retirement obligation is treated as an
operating expense.
These differences increased Gold Fields' net income by $2.3 million and
increased shareholders' equity by $10.8 million under S.A. GAAP.
Investments in affiliates. Under U.S GAAP, investments in affiliates are equity
accounted for with Gold Fields' share of profits or losses of an affiliate
adjusted to the carrying value of the investment in the affiliate. Gold Fields
does not continue to account for losses of an affiliate once the carrying value
of the investment has been reduced to zero, unless it has agreed to provide
financial guarantees or financial support to the affiliate. The value of Gold
Fields' investments in affiliates was reduced to zero in fiscal 2001.
Under S.A. GAAP, these investments are treated as available-for-sale securities
with changes in fair value reflected in shareholders' equity.
The difference decreased Gold Fields' net income by $4.3 million under S.A.
GAAP.
Post-retirement medical benefits. The amount of the post-retirement medical
benefit obligation and annual cost is determined using different methodologies
under S.A. GAAP than those used under U.S. GAAP. The adjustments recorded
represent the difference between the S.A. GAAP methodology and that prescribed
by FAS 106 under U.S. GAAP.
The difference decreased Gold Fields' net income by $12.0 million and increased
shareholders' equity by $9.6 million under S.A. GAAP.
Deferred stripping. Under S.A. GAAP, Gold Fields defers the waste stripping
costs in excess of the expected average pit life stripping ratio. Under U.S.
GAAP waste stripping costs are expensed as incurred.
The difference increased Gold Fields' net income by $2.6 million and increased
shareholders' equity by $3.0 million under S.A. GAAP.
Inventory at net realizable value. Under U.S. GAAP, due to the impact of the
amortization adjustments on the inventory valuation, an adjustment is required
to record inventory at net realizable value. Under S.A. GAAP, no adjustment was
required to record inventory at net realizable value.
The difference decreased Gold Fields' net income by $1.5 million and increased
shareholders' equity by $1.5 million under S.A. GAAP.
Impairment of Agnew. Under S.A GAAP, Gold Fields reallocated part of the initial
purchase price from the Agnew mine orebody, mining tenements and undeveloped
properties to the St. Ives mine orebody, mining tenements and undeveloped
properties. Accordingly under S.A GAAP, the Agnew mine was not determined to be
impaired.
US GAAP does not permit a company to reallocate the purchase price more than a
year beyond the acquisition date, when sufficient data was available to make the
initial purchase price allocation. Accordingly, an impairment write down was
recorded to reflect the Agnew mine assets at their fair value.
The difference increased Gold Fields' net income by $29.6 million and increased
shareholders' equity by $34.4 million under S.A. GAAP.
Effect of adjustments on minority interest: The minority interest effects of the
preceding differences had no impact on Gold Fields net income and decreased
shareholders' equity by $27.0 million under S.A. GAAP.
Effect of adjustments on taxation: The taxation effects of the preceding
differences decreased Gold Fields net income by $16.4 million and increased
shareholders' equity by $98.0 million under S.A. GAAP.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOLD FIELDS LIMITED
Date: 4 February 2004
By: /s/ W J Jacobsz
--------------------------------
Name: Mr W J Jacobsz
Title: Senior Vice President: Investor
Relations and Corporate Affairs