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GLOBAL TECHNOLOGY LIMITED - PROVISIONAL REVIEWED FINANCIAL RESULTS FOR THE YEAR
ENDED 31 DECEMBER 2003 AND RENEWAL OF CAUTIONARY
Global Technology Limited
Incorporated in the Republic of South Africa
(Registration number 1996/009809/06)
Share code: GLT
ISIN code: ZAE 000016820
"Glotec")
www.glotec.com
Provisional reviewed financial results for the year ended
31 December 2003
SUMMARISED CONSOLIDATED INCOME STATEMENT
Reviewed Audited
restated
for the year for the year
ended ended
31 December 31 December
2003 2002
Notes R"000 R"000
Revenue 192 584 347 903
Operating loss (37 403) (80 693)
Exchange loss (1 322) (24 622)
Depreciation - assets (3 158) (4 058)
Amortisation - development cost (5 728) (16 781)
Amortisation - goodwill (4 550) (9 583)
Loss from operations (52 161) (135 737)
Net interest paid (8 097) (15 012)
Loss from associate 2 (209) (167 591)
Loss before taxation (60 467) (318 340)
Exceptional items 3 34 365 (69 391)
Taxation (17 736) (5 887)
Loss after taxation (43 838) (393 618)
Minority interest - 23 454
Loss for the year (43 838) (370 164)
Number of shares in issue (thousands) 441 552 438 805
Weighted average number of shares
in issue (thousands) 430 571 418 742
Headline loss per share (cents) (18,9) (56,8)
Loss per share (cents) (10,2) (88,4)
Fully diluted headline loss per share (18,9) (56,5)
Fully diluted loss per share (10,2) (88,0)
Dividends per share (cents) - -
Reconciliation of headline loss per share
Loss per share (10,2) (88,4)
adjusted for:
Exceptional items (9,8) 27,6
Amortisation - goodwill 1,1 4,0
Headline loss per share (18,9) (56,8)
SUMMARISED CONSOLIDATED BALANCE SHEET
Reviewed Audited
restated
as at as at
31 December 31 December
2003 2002
R"000 R"000
Assets
Non-current assets 38 971 160 164
Property, plant and equipment 5 224 7 191
Loans receivable - 687
Goodwill 17 205 26 595
Development costs 6 992 17 182
Investments in associate - 77 895
Investment in joint-venture - 3 153
Investments - unlisted - 128
Deferred tax assets 9 550 27 333
Current assets 33 607 124 872
Trade and other receivables 18 602 74 320
Deferred expenses 6 716 20 614
Tax assets 1 299 9 080
Bank balances and cash 6 990 20 858
Total assets 72 578 285 036
Equity and liabilities
Ordinary shareholders"
(deficit)/interest (38 422) 33 735
Non-current liabilities 1 858 5 923
Deferred tax liabilities 400 321
Interest-bearing long-term borrowings 4 1 458 5 602
Current liabilities 109 142 245 378
Trade and other payables 38 115 80 893
Deferred revenue 16 497 44 248
Short-term portion of long-term
borrowings 4 8 128 30 395
Short-term loan 25 000 8 580
Tax liabilities 2 899 9 286
Bank overdraft - interest-bearing 18 503 71 976
Total equity and liabilities 72 578 285 036
Net (deficit)/asset value per share (8,7) 7,7
ABRIDGED CASH FLOW STATEMENT
Reviewed Audited
restated
2003 2002
R"000 R"000
Cash utilised by operations before
working capital changes (38 128) (89 991)
Working capital changes 11 627 70 301
Net interest paid (7 560) (14 196)
Taxation paid (2 199) (5 852)
Cash flow from operating activities (36 260) (39 738)
Cash flow from investing activities 59 084 (16 327)
Cash flow from financing activities 16 698 10 778
Net increase/(decrease) in cash and
cash equivalents 39 522 (45 287)
Cash and cash equivalents at beginning
of year (51 118) (4 619)
Foreign currency translation reserve
on cash balance 83 (1 212)
Cash and cash equivalents at end of year (11 513) (51 118)
STATEMENT OF CHANGES IN EQUITY
Foreign
Cur-
Non- rency
distri- trans- Accumu-
Share Share butable lation lated
capital premium reserve reserve loss Total
R"000 R"000 R"000 R"000 R"000 R"000
Balance at
1 January
2002 312 176 321 - 64 015 172 519 413 167
Balance as
previously
reported 410 186 861 - 64 015 174 512 425 798
Restatement in
respect of
consolidation
of share
trust (98) (10 540) (1 993) (12 631)
Share issue 28 23 372 23 400
Loss for the year (370 164)(370 164)
Movement in
treasury
shares 7 485 492
Write-off of
share issue
expenses (1 200) (1 200)
Share of associates"
non-distributable
reserve 5 651 5 651
Foreign exchange
difference arising
on translation
of foreign
subsidiary
and associate (37 611) (37 611)
Balance at
1 January
2003 347 198 978 5 651 26 404 (197 645) 33 735
Transitional
adjustment
AC 133 304 304
Share issue 3 3 057 3 060
Loss for the year (43 838) (43 838)
Foreign exchange
difference
arising on
translation and
disposal of
foreign
subsidiary (5 651) (26 032) (31 683)
Balance at
31 December
2003 350 202 035 - 372 (241 179) (38 422)
ABRIDGED SEGMENTAL ANALYSIS
Banking Manufac-
Business and head Insu- turing
Intelligence office rance Software Total
R"000 R"000 R"000 R"000 R"000
Segment revenue 76 283 51 678 41 329 24 610 193 900
Intercompany - (280) - (1 036) (1 316)
76 283 51 398 41 329 23 574 192 584
Segment result 13 170 (63 950) 7 696 3 796 (39 288)
Amortisation -
goodwill - (230) (2 940) (1 380) (4 550)
13 170 (64 180) 4 756 2 416 (43 838)
Notes
1 Accounting policy
The provisional reviewed annual financial results have been prepared in
accordance with the South African Statements of Generally Accepted Accounting
Practice applicable to Interim Financial Reporting. The accounting policies used
in the preparation of these results are consistent with those used in the
audited annual financial statements for the year ended
31 December 2002, except for the adoption of AC 133: Financial Instruments -
Recognition and Measurement and the consolidation of the share purchase trust.
2 Loss from associate 2003 2002
R"000 R"000
Loss from associate (209) (76 154)
Amortisation - goodwill - (7 044)
Impairment - goodwill - (84 393)
(167 591)
3 Exceptional items
Net profit on sale of investments 31 730 5 159
Loss on sale of business (392) -
Profit on liquidation of subsidiaries 19 063 -
Loss on realisation of loan - (11 921)
Impairment - investment and loans (7 232) (12 774)
Impairment - goodwill (6 026) (18 607)
Impairment - development costs (2 778) (31 248)
34 365 (69 391)
4 Interest-bearing long-term borrowings
Preference shares - subsidiary 5 152 5 152
CommerzBank Aktiengesellschaft - 27 237
Global Technology Investment Holdings Limited - 241
Finance lease liabilities 4 434 925
Commercial bills - 2 442
Less: Current portion included in current
liabilities (8 128) (30 395)
1 458 5 602
5 Operating lease Due within Due within
commitments one year 2 to 5 years Thereafter
R R
Buildings 5 272 617 7 509 996 -
5 272 617 7 509 996 -
6 Contingent liabilities
A contingent liability of AUS$2 million against Glotec arose out of a dispute
regarding the terms and conditions of the disposal of Global Technology
Australia Limited.
Indemnity has been received from Lexshell 577 Investments (Proprietary) Limited
("Lexshell") for any possible loss arising from the aforementioned dispute and
Ray Leonard has personally bound himself as surety and co-principal debtor for
Lexshell"s obligations in this regard.
Various employees have instituted legal action against Glotec in terms of
alleged unfair dismissal. The estimate of possible loss in respect of these
claims is R3 792 510.
7 Guarantees
Bank guarantees issued:
- R271 484 to lessors of office buildings
- R2 361 666 intermediary guarantee facility
- R250 000 Total SA (Proprietary) Limited
- R62 600 Eskom
8 Subsequent events
An underwriting agreement has been entered into between Glotec and its major
financiers ("the underwriters") in terms of which the underwriters have agreed
to underwrite 2 304 700 000 new shares in terms of the rights offer, being the
equivalent of
R46 094 000. The underwriters will set off their liability against the debt owed
to them by Glotec.
9 Other
There were no material capital commitments existing at the end of the year.
COMMENTARY
INTRODUCTION
During the year under review, Glotec implemented a strategy that focused on the
financial and operational restructuring and repositioning of the Group. Although
the process is not yet finalised, the Board is pleased to announce that the
restructuring efforts have been successful thus far.
The Group continues to face considerable challenges. Subsequent to year-end the
partially underwritten rights offer has been opened, which will see the
completion of the financial restructuring of the Group. In addition, the
operational restructuring will continue.
GROUP OVERVIEW
Glotec continues to focus on providing world-class business solutions to the
corporate community within southern Africa. Glotec provides these solutions
through its remaining subsidiaries, namely Global Technology Business
Intelligence (Proprietary) Limited ("GBI"), Associated Computer Solutions
(Proprietary) Limited ("ACS") and Brolink (Proprietary) Limited ("Brolink").
GBI is well positioned to lead the Group going forward and has become the
cornerstone of the Group"s business. GBI provides Business Intelligence (BI)
solutions which include comprehensive support to the entire management cycle,
delivering data platform and integration services, query and reporting, data
analysis, performance scorecarding, modelling, budgeting, planning, activity-
based costing, forecasting and financial consolidation and reporting. When these
solutions are used in collaboration, they contribute towards improved
organisational growth and profitability, and form a framework of Business
Performance Management (BPM) software solutions. GBI is the local distributor of
Hyperion, Armstrong Laing, Ascential and SPSS. Currently, these solutions are
utilised by some 85 leading South African companies.
ACS has established itself as one of the leading software houses, providing
innovative and flexible solutions in the areas of financial, distribution and
manufacturing systems. ACS boasts a loyal client base of 80 companies, a number
of which have been utilising its services for the past 20 years.
Going forward, it is the intention of the Board to reposition Glotec as a group
of information technology businesses, focused on the provision of enterprise-
wide business solutions to the corporate markets in southern Africa. This
repositioning will be achieved by continuing to grow the existing businesses
organically, while simultaneously investigating suitable new business
opportunities. Glotec"s focus on developing and growing its base of annuity
income underpins its main objectives for the forthcoming year. To assist in
achieving these objectives, Glotec has identified a need for, and is committed
to securing, a Black Economic Empowerment partner.
FINANCIAL OVERVIEW
For the period under review, Glotec reported a decrease in revenue of 44,6% to
R192 million (2002: R347 million). Headline loss per share improved to a loss of
18,9 cents (2002: Loss of 56,8 cents), while the loss per share was reduced to a
loss of 10,2 cents (2002: Loss of 88,4 cents). The Group reported a loss for the
year of R44 million (2002: Loss of R370 million).
As reflected in the abridged segmental analysis, Banking which was discontinued
as at 1 July 2003, made a six-month loss of R35,7 million.
The Board is however pleased to announce that the subsidiaries that remain at
this stage of the restructuring, all operated profitably during the year under
review. As reflected in the abridged segmental analysis, GBI (Business
Intelligence), Brolink (Insurance) and ACS (Manufacturing and Distribution
Software) reported profits of R13,1 million, R4,7 million and R2,4 million
respectively.
REVIEW OPINION
Glotec"s external auditors, Deloitte & Touche, have reviewed these results.
Their modified review opinion is available for inspection at Glotec"s registered
office. The auditors have issued a modified audit opinion based on AC 133 and
headline earnings.
As a result of the liquidation of Global Technology EBS (Proprietary) Limited,
Temenos Southern Africa (Proprietary) Limited, and the sale of Global Technology
Australasia Limited, Global Technology Services (Proprietary) Limited, AJS
(Proprietary) Limited, Xpertek Risk Management (Proprietary) Limited and
Sagacious Systems (Proprietary) Limited, the auditors were unable to review the
accurate classification between operating losses and exceptional items. This
affects the headline loss per share calculation and, as a result, the auditors
have disclaimed on the income statement and cash flow statement. An unqualified
review opinion has, however, been issued in respect of the consolidated balance
sheet.
The auditors have raised an emphasis of matter with regard to the ability of the
Group to continue as a going concern. The paragraph below detailing the events
subsequent to 31 December 2003, has been included by the directors to be read in
conjunction with this emphasis of matter.
EVENTS SUBSEQUENT TO 31 DECEMBER 2003
- As referred to in the below mentioned paragraph headed "Renewal of cautionary
announcement", shareholders are advised that negotiations with regard to the
proposed sale of Brolink and Global Technology Insurance Systems (Proprietary)
Limited ("GTIS") are still in progress.
Shareholders are reminded that trading for the rights offer, which is referred
to in note 8 above, opened on 15 March 2004 and will close on 16 April 2004. The
results of the rights offer will be announced on the Securities Exchange News
Service on Monday, 19 April 2004 and published in the press on Tuesday,
20 April 2004.
CHANGES TO THE BOARD OF DIRECTORS
No further changes have been made to the Board of directors subsequent to the
interim results announcement dated 9 October 2003.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcement dated 13 February 2004, shareholders are
advised that the negotiations relating to the disposal of Brolink and GTIS, as
announced on Friday, 12 December 2003, are still in progress and, as such,
shareholders are advised to continue to exercise caution when trading in shares
of Glotec on the JSE Securities Exchange South Africa until a full announcement
is made in this regard.
DIVIDEND
No year-end dividend has been declared.
By order of the Board
Div Geeringh
(Non-executive Chairman)
Graeme Victor
(Chief Executive Officer)
31 March 2004
Secretary and registered office
Arcay Client Support (Proprietary) Limited
(Registration number 1998/025284/07)
Arcay House II Number 3 Anerley Road Parktown
Johannesburg 2193 PO Box 62397 Marshalltown 2107
Sponsor
Merchant Sponsors (Proprietary) Limited
Transfer secretaries
Computershare Limited
Ground Floor
70 Marshall Street Johannesburg 2001
Directors DR Geeringh* (Chairman) GA Victor (Chief Executive Officer) AM
Mhlongo* LM Matuson* PM Marsden (Financial Director) RA den Besten* R
Leonard* *Non-executive
Date: 31/03/2004 02:29:38 PM Produced by the JSE SENS Department
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