| Tue 22 Jun 2004, 8:19 | | RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2003 |
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GILBOA - REVIEWED RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2003,
AMENDED AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2003; AND
TRADING UPDATE
GILBOA PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1986/004649/06)
Share code: GLB ISIN No: ZAE000010286
(`Gilboa` or `the company`)
REVIEWED RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2003, AMENDED AUDITED
RESULTS FOR THE YEAR ENDED 30 JUNE 2003 AND TRADING UPDATE
GROUP BALANCE SHEETS
Reviewed Audited Audited
31 Dec 30 Jun 31 Dec
ASSETS 2003 2003 2002
R`000 R`000 R`000
Non-current assets 12 739 6 363 14 523
Property, equipment and 5 941 6 363 7 037
vehicle
Mining rights -- -- 7 486
Goodwill 6 487 -- --
Deferred taxation 6 -- --
Unsecured loans 305 -- --
Current assets 6 279 580 8
Cash and cash equivalents 431 7 6
Inventories 4 818 -- --
Short term receivables -- 571 --
Trade and other receivables 1 030 2 2
Total assets 19 018 6 943 14 531
EQUITY AND LIABILITIES
Capital and reserves 3 536 (7 429) 1 299
Non-current liabilities 4 763 6 221 6 964
Interest bearing long-term 3 794 6 221 6774
liabilities
Interest free long term - 969 -- 190
liabilities
Current liabilities 10 719 8 151 6 268
Short-term loans 653 280 3 536
Bank overdraft 1 327 -- --
Accounts and other payables 3 535 3 006 2 444
Provisions 4 353 4 353 --
Taxation payable 851 512 288
Total equity and liabilities 19 018 6 943 14 531
Number of shares in issue 301 191 301 191 301 191
(`000)
Net asset value per share 1,17 (2,5) 0,43
(cents)
Tangible net asset value per (0,98) (2,5) (2,05)
share (cents)
Fully diluted shares in 628 597 354 523 301 191
issue (`000)
Diluted net asset value per 0,56 (2,1) 0,43
share (cents)
Diluted tangible net asset (0,47) (2,1) (2,05)
value per share (cents)
GROUP INCOME STATEMENTS
Reviewed Audited Audited
Six Year Six
months ended months
ended 30 Jun ended
31 Dec 2003 31 Dec
2003 R`000 2002
R`000 R`000
Revenue 10 561 2 358 1 413
Operating expenses (10 746) (3 829) (1 557)
Net operating loss (185) (1 471) (144)
Profit on disposal of 2 173 -- --
subsidiaries
Loss on disposal of assets (109) -- --
Amortisation of goodwill (282) -- --
Provision for guarantee -- (4 353) --
Impairment loss -- (303) (316)
Mining rights written off -- (7 485) --
Finance charges (342) (1 314) (611)
Profit/(Loss) before taxation 1 255 (14 927) (1 070)
Taxation (290) (205) --
Net profit/(loss) for the 965 (15 132) (1 070)
period
Reconciliation between loss
and headline loss
Net profit/(loss) for the 965 (15 132)
period
Profit on disposal of (2 173) --
business/subsidiary
Loss on disposal of assets 109 --
Amortisation of goodwill 282 --
Mining rights written off -- 7 485
Guarantee called up -- 4 353
Decrease in the value of -- 630
investment property
Headline loss (817) (2 663)
Weighted average shares in 301 191 298 423 298 423
issue (`000)
Earnings/(loss) per share for 0,32 (5,07) (0,36)
period (cents)
Headline loss per share for (0,27) (0,89) (0,36)
period (cents)
Fully diluted weighted 628 597 351 755 298 423
average shares in issue
(`000)
Diluted earnings/(loss) per 0,15 (4,28) (0,36)
share for period (cents)
Diluted headline loss per (0,13) (0,73) (0,36)
share for period (cents)
STATEMENT OF CHANGES IN EQUITY
Share Share Shares NDR Accumulated Total
capital premium to be R`000 losses
issued
R`000 R`000 R`000 R`000 R`000
Balance 01 July 1 900 38 898 -- 3 000 (43 720) 78
2001
Net loss for -- -- -- -- (13 960) (13 960)
the year
Impairment of -- -- -- (3 -- (3 000)
fixed property 000)
Issue of share 946 17 126 -- -- -- 18 072
capital
Balance 30 June 2 846 56 024 -- -- (57 680) 1 190
2002
Net loss for -- -- -- -- (15 131) (15 131)
the year
Issue of share 166 1 013 -- -- -- 1 179
capital
Capitalisation
of loans
through the -- -- 5 333 -- -- 5 333
issue of 53 991
300 new shares
after year end
at 10 cents per
share
Balance 30 June 3 012 57 037 5 333 -- (72 811) (7 429)
2003
Net profit for -- -- -- -- 965 965
the period
Shares issued
after period -- -- 10 000 -- -- 10 000
end for
acquisitions
Balance 31 3 012 57 037 15 333 -- (71 846) 3 536
December 2003
ABRIDGED CASH FLOW STATEMENTS
Reviewed Audited Audited
31 Dec 30 Jun 31 Dec
2003 2003 2002
R`000 R`000 R`000
Cash outflows from operating (4 038) (1 924) (1 162)
activities
Cash inflows from investing 5 790 -- --
activities
Cash flows from financing (2 008) 1 908 1 144
activities
Net decrease in cash and cash (256) (16) (18)
equivalents
Cash and cash equivalents - 8 24 24
beginning of period
Cash acquired in subsidiary (648) -- --
Cash and cash equivalents at (896) 8 6
end of period
COMMENTARY
The directors are pleased to present the reviewed interim results for the six
months ended 31 December 2003 and the revised audited results for the year ended
30 June 2003. The revised audited results for the year ended 30 June 2003
contain material adjustments for the impairment of mining rights and a provision
for a guarantee, details of which only became available after publishing of the
unaudited results last year.
Adjustments to 30 June 2003 results
Gilboa provided a guarantee for a R3,5 million loan from the Industrial
Development Corporation of South Africa Limited (`IDC`) to a former subsidiary
of the company. During 2003, the former subsidiary was placed in liquidation
and on 25 February 2003 the IDC obtained a judgement against Gilboa in the
amount of R4 353 355. The company is currently in negotiations with the IDC
regarding the settlement of this liability at a lower amount and will also have
a claim against the former subsidiary in liquidation.
In addition, it was established that the mining rights relating to Namagroen had
lapsed during the period and accordingly the mining rights were written off in
the amount of R7 485 463.
RESULTS
The results presented for the six months under review show a turnaround
situation following the acquisition of Absolute Tiles (Pty) Ltd, which company`s
results are incorporated with effect from August 2003. The substantial increase
in revenue is primarily as a result of revenue derived from the wholesale and
retail of tiles, both locally and internationally. The accounting policies
adopted for purposes of this report comply, and have been consistently applied
in all material respects, with South African Statements of GAAP. The interim
results were reviewed by KPMG Inc. and reported on without qualification. Their
report is available for inspection at the registered office of the company.
Sale of Gilboa House
At the general shareholders meeting held on 13 November 2003, Gilboa
shareholders unanimously approved the sale of Gilboa House to BOE Bank as
settlement of all Gilboa`s debts to the bank. Shareholders also requested the
Board to request BOE Bank to quantify their losses in regard to the liquidation
of Waterkloofspruit Projects (Proprietary) Limited, a Gilboa subsidiary
liquidated in February 2001.
Acquisition of Stand 315 Waterkloof Ridge (Pty) Ltd (`Stand 315`)
Gilboa acquired 100% of the shares and loans in Stand 315 for R3 674 000 from
one of the Gilboa directors, Ms. E. J. F. de Beer with effect from 30 June 2003.
This transaction was fully described in a circular to shareholders dated 28
October 2003 and unanimously approved by shareholders at the general meeting
held on 13 November 2003. The purchase consideration has been settled by a cash
payment of R200 000, a loan owing of R1 474 000 payable from proceeds of the
development of Stand 315 and the issue and allotment of 74 074 074 Gilboa
shares, following the re-approval of the increase in share capital at the
shareholders meeting held on 15 January 2004 (unlisted until the suspension in
the trade in Gilboa shares has been lifted).
Acquisition of Absolute Tiles (Pty) Ltd (`Absolute Tiles`)
On the 04 August 2003 Gilboa acquired 100% of the shares and loan accounts of
Absolute Tiles from Mr. Jan Serfontein, a Gilboa non-executive director and four
other parties. This transaction was also fully described in a circular to
shareholders dated 28 October 2003 and unanimously approved by shareholders at
the general meeting held on 13 November 2003. Absolute Tiles imports and sells
tiles to contractors and the general public from three retail outlets. These
outlets are situated in the east of Pretoria, Fourways in Johannesburg with the
third outlet being opened in Cape Town in April 2004. The purchase consideration
was settled by the issue of 200 000 000 Gilboa shares at 4 cent a share,
following the re-approval of the increase in share capital at the shareholders
meeting held on 15 January 2004 (unlisted until the suspension in the trade in
Gilboa shares has been lifted).
The Absolute Coleccion (Proprietary) Limited (`Absolute Coleccion`)
Absolute Tiles has a 49% shareholding in Absolute Coleccion. The controlling
share of 51% is held by the BEE Company, Calulo Investments (Proprietary)
Limited (`Calulo`). The 51% share was sold to Calulo at par value in return for
a commitment from Calulo to provide funding for certain prospecting and mining
operations for slate, dimensional stone and/or quartzite mining opportunities.
Shareholders are also referred to future prospects below.
Sale of Prime Address (Proprietary) Limited and Hillcrest Village (Proprietary)
Limited
Gilboa sold its subsidiaries Prime Address and Hillcrest Village to Future
Minerals Investments (Proprietary) Limited. Both these companies` liabilities
exceed its assets and all risks relating to such liabilities were taken over by
the purchaser on 14 November 2003.
FUTURE PROSPECTS AND SUBSEQUENT EVENTS
General
The balance sheet of the group at 31 December 2003 indicates that the current
liabilities exceed the current assets by an amount of R4 440 000. Of this
amount R4 353 355 relates to a guarantee provided to the IDC in relation to a
former subsidiary as mentioned earlier and the company is in negotiations with
the IDC to settle the guarantee at a substantially lower amount over a 12 month
period
Aside from the claim against the former subsidiary in liquidation, consideration
is being made to pursue the former subsidiary directors for recovery of assets
and/or a settlement. If agreement is reached with the IDC on settling the
guarantee, Gilboa`s claim against the former subsidiary will be back-ranked
behind the IDC`s claim.
With the acquisition of Absolute Tiles now fully integrated, the group is also
experiencing growth and generating profits on a monthly basis.
Nissan Contract
Absolute Tiles has secured the supply of the main floor tiles for the national
upgrade of all Nissan Car Dealerships, to be implemented over a 48 month period.
The same tile has also been specified for all other Nissan branches in Southern
Africa.
Acquisition of remaining 51% of Absolute Coleccion
Calulo have sold their 51% stake in Absolute Coleccion for a purchase
consideration of R12 000 000 to be settled by the issue of 100 000 000 shares in
Gilboa at 12 cents per share. A previous condition precedent, that Gilboa
transfer its listing to the Main Board, has been waived following a presentation
to Calulo by AltX. This transaction is subject to shareholder approval and a
separate circular will be sent to shareholders in due course once a Competent
Persons Report is finalised.
Absolute Coleccion, has in association with Calulo, secured a cession of mineral
rights to a diamond quartzite mine at Lekkersing and is also awaiting approval
of mining licences at two slate quarries, details of which will be included in a
circular to shareholders in due course.
Transfer of listing to the Alternative Exchange (`AltX`)
The company intends transferring its listing to AltX in conjunction with the
intended change in name of the company to Absolute Holdings Limited, details of
which will be included in the circular to shareholders...
DIVIDENDS PAID AND RECOMMENDED
No dividends were paid or declared during the accounting period under review and
none are recommended at this stage (2002: nil).
SHARE CAPITAL
No shares were issued during the period under review. At the annual general
meeting held on 29 May 2003 the shareholders approved that the authorised share
capital of the company be increased from R4 000 000 to R10 000 000 comprising 1
000 000 000 shares of one cent each. This resolution expired and was approved
again at a general meeting held on 15 January 2004.
Subsequent to the general meeting held on 15 January 2004, shares for the
capitalisation of shareholder and director loan accounts amounting to R5 333 199
through the issue of 53 331 990 shares at 10 cents each, as approved at the
annual general meeting held on 29 May 2003, have been issued as well as the
shares for the acquisitions of Absolute Tiles and Stand 315 as detailed earlier,
which acquisitions were approved at a general meeting of shareholders on 13
November 2003.
DIRECTORS AND COMPANY SECRETARY
Mr AM. Janse van Vuuren was appointed to the Board on 20 August 2003. He
replaced Mr. E. R. de la Pierre as Chief Executive Officer who resigned from the
Board on 13 November 2003. Ms R Storbeck was appointed as an interim financial
director from 05 February 2004 to 12 May 2004 and Mr G Sequeira, the Financial
Director of Calulo, was appointed as financial director on 14 May 2004.
Arcay Client Support (Pty) Ltd was appointed as company secretary with effect
from 13 November 2003.
TRADING UPDATE
Shareholders are hereby provided with an update on Gilboa`s trading to 30 June
2004. Operating profit and net profit before taxation are expected to be
substantially better in relation to the comparative period in the prior year.
(Substantially being an increase or decrease in excess of 30% as defined in the
revised JSE Listings Requirements). The improvement in earnings is primarily
attributable to the acquisition of Absolute Tiles and the turnaround situation
noted above and certain loss items in the prior year being non-recurring in
nature. As the earnings estimate in the trading update has not been reviewed or
audited by the company`s auditors, shareholders are advised to exercise caution
when dealing in their securities until the company publishes its annual results
on SENS and in the press.
By order of the board
AM Janse van Vuuren
21 June 2004
Company Secretary and Registered Office
Arcay Client Support (Pty) Ltd (Registration number
1998/025284/07)
Arcay House, Number 3 Anerley Road, Parktown,
Johannesburg, 2193 (PO Box 62397, Marshalltown, 2107)
Directors
AM Sher* Chairman, AM Janse van Vuuren Chief Executive
Officer, EJF de Beer, JJ Serfontein*, G Sequeira
(* Non-executive)
Sponsor Transfer Office
Arcay Group Computershare Limited
Limited
Date: 22/06/2004 08:00:15 AM
Produced by the JSE SENS Department
