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Aqua -
AquaOnline Holdings Limited
("Aqua or "the group")
Registration number 1971/005628/06
www.aquaonline.com
ISIN number: ZAE000024360
Share Code: AQU
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2002
Summarised consolidated income statement
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
31 Dec 31 Dec 30 June
2002 2001 2002
Notes R"000 R"000 R"000
Revenue 14 482 43 042 65 670
(Loss) earnings before
interest, taxation,
depreciation and
amortisation (3 952) 5 618 (11 083)
Translation foreign
exchange (loss) gain (3 309) - 3 878
Depreciation (1 848) (2 446) (5 411)
Amortisation of goodwill (1 057) (937) (2 115)
Net finance income 77 449 494
(Loss) income before
taxation and exceptional
items (10 089) 2 684 (14 237)
Exceptional items 1 (1 065) (6 146) (7 125)
Loss before taxation (11 154) (3 462) (21 362)
Taxation 2 - (358) 1 134
Attributable loss (11 154) (3 820) (20 228)
Headline loss adjustments
in respect of
- Exceptional items 1 065 6 146 7 125
- Utilisation of prior
year provision for
restructure costs (1 309) - -
- Amortisation of goodwill 1 057 937 2 115
Headline (loss) earnings (10 341) 3 263 (10 988)
Headline (loss) earnings
per share (cents) (3,95) 1,23 (4,20)
Loss per share (cents) (4,26) (1,44) (7,73)
Shares in issue and to
be issued (000) 261 753 265 841 261 753
Summarised consolidated balance sheet
Unaudited Unaudited Audited
31 Dec 31 Dec 30 June
2002 2001 2002
R"000 R"000 R"000
Assets
Non-current assets 14 964 20 360 18 934
Equipment 7 412 11 084 10 325
Goodwill 7 402 8 437 8 459
Loan to share incentive
trust 150 839 150
Current assets 17 217 56 564 43 764
Trade and other receivables 5 692 14 399 14 334
Taxation 945 - 1 003
Bank and cash 10 580 42 165 28 427
Total assets 32 181 76 924 62 698
Equity and liabilities
Equity
Capital and reserves 26 127 68 930 37 281
Non-current liabilities
Deferred taxation - 17 -
Current liabilities 6 054 7 977 25 417
Trade and other payables 6 054 7 696 15 076
Taxation - 281 -
Bank overdraft - - 10 341
Total equity and liabilities 32 181 76 924 62 698
Net asset value per
share (cents) 9,98 25,93 14,24
Net tangible asset value
per share (cents) 7,15 22,76 11,01
Number of shares in issue and
to be issued (000) 261 753 265 841 261 753
Summarised consolidated statement of changes in equity
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
31 Dec 31 Dec 30 June
2002 2001 2002
R"000 R"000 R"000
Opening balance 37 281 56 954 56 954
Shares issued and to be issued - 11 -
Adjustment to purchase
consideration of businesses
acquired - - (3 420)
Share issue and listing
expenses written off - (61) (120)
Translation difference - 15 846 4 095
Attributable losses (11 154) (3 820) (20 228)
Closing balance 26 127 68 930 37 281
Summarised consolidated cash flow statement
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
31 Dec 31 Dec 30 June
2002 2001 2002
R"000 R"000 R"000
Cash (absorbed by) generated
from operations (4 332) 2 644 (7 931)
Net finance income 77 449 494
Translation of foreign
entities (3 309) 15 846 7 973
(7 564) 18 939 536
Taxation 58 (5) 186
Cash flows from operating
activities (7 506) 18 934 722
Cash flows from investing
activities - (6 650) (12 447)
Cash flows from financing
activities - (50) (120)
Net movement in cash
resources (7 506) 12 234 (11 845)
Opening cash resources 18 086 29 931 29 931
Closing cash resources 10 580 42 165 18 086
Notes to the financial statements
Unaudited Unaudited Audited
31 Dec 31 Dec 30 June
2002 2001 2002
R"000 R"000 R"000
1. Exceptional items
Loss (profit) on disposal
of equipment 1 065 (25) 347
Goodwill written off on
premature termination of
contract - 6 171 6 171
Impairment of loan to share
incentive trust - - 688
Recoupment of goodwill
previously written off - - (1 390)
Provision for restructure
costs - - 1 309
1 065 6 146 7 125
2. Taxation
No taxation has been provided
for, as the group has
accumulated tax losses.
3. Commitments
Operating leases
Payable
- within one year 4 437 4 018 3 687
- thereafter 2 292 8 940 7 097
6 729 12 958 10 784
COMMENTS
Introduction
Aqua continues to experience difficult trading conditions both in the online
gaming industry and e-services market. In light of poor prospects the ongoing
feasibility of the group as a listed entity was re-evaluated and a delisting
proposed.
Proposed transaction to delist Aqua
Shareholders are referred to the press announcements published 5 December 2002
and 6 March 2003 detailing a proposed transaction to dispose of Aqua"s
businesses, delist and voluntarily wind up the listed entity (the "proposed
transaction"), whereby Aqua shareholders would receive an initial distribution
of 14 cents per share. Aqua still awaits certain regulatory approvals before the
circular to shareholders in respect of the proposed transaction can be issued.
The period under review
Gaming division revenues declined over the interim period as a result of
continued pressure on its clients" businesses and were impacted negatively by
the strengthening of the Rand. The Enablement division has stabilised but
experienced margin pressure during the interim period. Total retrenchment and
relocation costs of R2,6 million negatively affected headline earnings for the
interim period. All business operations are now conducted out of South Africa,
subsequent to the relocation of the foreign-based Gaming division.
Accounting policies
The accounting policies used in the preparation of the interim results are
consistent with those used in the financial statements for the year ended 30
June 2002. The results have been prepared in accordance with South African
Statements of Generally Accepted Accounting Practice.
Financial results
Revenue for the period decreased to R14,5 million compared to R22,6 million for
the second six months of the previous financial year. The group reported
headline losses (earnings) of R10,3 million (2001: R3,2 million) and a headline
loss (earnings) per share of 3,95 cents (2001: 1,23 cents). In anticipation of
the proposed transaction, Aqua transferred its foreign cash balances to South
Africa at a rate of R9,2/$, limiting the group"s translation foreign exchange
loss to R3,3million. Aqua"s net cash balance at 31 December 2002 was R10,6
million (30 June 2002: R18 million). Net tangible asset value declined to 7,15
cents from 11,01cents at 30 June 2002.
Outlook
The Aqua board of directors ("the board") does not expect short to medium term
conditions to improve materially and believes that the proposed transaction is
the best strategic alternative to allow shareholders to maximise and protect
value. The board is conscious of the potential implications to all stakeholders
of the delay in implementing the proposed transaction and is focused on
resolving all outstanding regulatory issues timeously and satisfactorily.
Directors
In anticipation of the proposed delisting of Aqua and the relocation of the
foreign operations to South Africa, Mr T Henriksen has resigned as director with
effect from 25 March 2003. Mr G Schachat has resigned as an executive director
and has assumed the role of non-executive director with immediate effect.
Dividend
In line with group policy, no dividend has been declared for the interim period.
By order of the board
Brent Shahim
CEO
3 April 2003
Directors: Dionne Ellerine* Tal Harpaz* Jeffrey Liebesman* (Chairman) Martin
Sacks* Gideon Schachat* Brent Shahim Jade Hamburger* (alt. to Martin Sacks)
(*Non-executive) (CEO)
Registered office: Ground Floor Sanlam Arena c/o Bolton Road and Cradock Avenue
Rosebank POBox 742 Parklands 2121 South Africa Telephone 772-1700 Facsimile
772-1701 www.aquaonline.com
Transfer Secretaries: Computershare Investor Services Limited 11th Floor, 70
Marshall Street Johannesburg 2001 PO Box 61051 Marshalltown 2107
Company Secretary: Corpcapital Company Secretaries (Proprietary) Limited 2
Arnold Road Rosebank PO Box 471917, Parklands 2121
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