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DNA - REVIEWED PROVISIONAL FINANCIAL STATEMENTS FOR THE 18 MONTHS ENDED
31 DECEMBER 2003
DNA SUPPLY CHAIN INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/004875/06)
Share code: DNA ISIN: ZAE000022794
(`DNA` or `the Group`)
Reviewed Provisional Financial Statements for the 18 months ended
31 December 2003
Super Group Transaction (`SGT`)
The SGT offer to DNA was detailed in the circular to DNA shareholders dated 29
September 2003. A general meeting of shareholders, held on 14 October 2003,
ratified the offer, and the transaction disposing of certain core businesses
and assets to Super Group was concluded at that date.
Bank overdrafts and loan accounts were settled, per the sale agreement, out the
proceeds of the sale, and some R27.4 million was transferred to an escrow
account under the administrative control of PricewaterhouseCoopers.
Super Group have retained the balance of the sale price, namely R8.7 million
pending final settlement.
Performance Review
As reported previously, the latest trading cycle was changed from 12 months to
18 months, so as to accommodate the SGT.
The trading for the six-month period to 31 December 2003 shows a break-even,
after significant losses in the 12-month period to 30 June 2003 which were
previously reported on.
The balance sheet, however, now records the effect of the SGT and illustrates
the current cash shell position of the Group.
Current Position
The majority of the accounts payable and taxation owing at the end of December
2003, have been paid, with the resultant reduction of bank balances. The Super
Group retainer, as reported above, however, remains outstanding.
Accordingly, until this outstanding amount is settled, the net cash resource
available to shareholders is unknown.
Shareholders are further referred to the circular to DNA shareholders dated 29
September 2003, whereby the directors of DNA proposed the delisting, winding-up
of the remaining operations, and voluntary liquidation of DNA, and the
distribution of the net cash resources of DNA, if any, remaining after its
liquidation to shareholders.
Shareholders are advised that this is still the intention of the directors of
DNA and a circular, setting out details and salient dates and times of the
proposed delisting, distribution to shareholders, winding-up and voluntary
liquidation will be issued to shareholders in the near future.
Audit Review
The financial information reflected above has been reviewed but not audited by
the Group`s auditors, Deloitte & Touche, and their qualified review report is
available at the Group`s registered office.The report is modified due to the
uncertainty relating to the collectability of R8.7 million of accounts
receivable, the non-adoption of AC 133, and the uncertainty relating to the
Group`s ability to continue as a going concern.
Consolidated Income Statement
for the 18 months ended 31 December 2003
18 months ended Year ended
31 Dec 2003 30 June 2002
(reviewed) (audited)
R`000 R`000
Turnover 2 581 669 2 385 878
Revenue 1 107 630 840 105
Operating (loss)/income before foreign
exchange
movements, depreciation and
amortisation (63 755) 41 694
Foreign exchange losses/(gains) 35 936 (28 980)
Depreciation 16 711 10 325
Amortisation - goodwill 24 648 22 032
- development expenditure and
trademarks 2 198 6 446
(Loss)/income before net finance
charges (143 248) 31 871
Net finance charges 27 164 3 601
Losses from associated companies 1 923 3 535
Profit on disposal of businesses to
Super Group (note 1) (6 213) -
Discontinued operations (note 2) 58 556 -
(Loss)/income before taxation (224 678) 24 735
Taxation 14 169 8 527
(Loss)/income after taxation (238 847) 16 208
Outside shareholders` interest (518) 3 991
Attributable (loss)/income (238 329) 12 217
Headline earnings reconciliation
Attributable (loss)/income (238 329) 12 217
(Profit)/loss on disposal of property,
plant and equipment (369) 517
Profit on disposal of businesses to
Super Group (6 213) -
Discontinued operations 58 556 -
Amortisation of goodwill 24 648 22 032
Headline (loss)/earnings (161 707) 34 766
(Loss)/earnings per share - cents (37.3) 1.8
Headline (loss)/earnings per share -
cents (25.3) 5.3
Diluted (loss)/earnings per share -
cents (37.3) 1.8
Diluted headline (loss)/earnings per
share - cents (25.3) 5.3
Weighted average number of shares -
`000 638 372 660 576
Diluted number of shares - `000 638 372 660 576
Notes to the Consolidated Income
Statement
1. Profit on disposal of business to
Super Group (6 213) -
Proceeds on disposal (212 000) -
Goodwill sold or written off 75 303 -
Trademarks sold 838 -
Development projects sold 5 791 -
Tangible net assets sold 105 470 -
Costs relating directly to the
transaction 18 385 -
2. Discontinued operations 58 556 -
2.1 Skonkwane 33 392 -
Write off of loans 26 836 -
Settlement of guarantees and other
costs 6 556 -
2.2 Disposal of business other than
to Super Group 25 164 -
Net proceeds on disposal (3 862) -
Goodwill sold or written off 19 079 -
Subsidiary tangible net assets sold 4 561 -
Deferred tax, non-recoverable loans and
other assets written off 5 386 -
Consolidated Balance Sheet at 31 December 2003
31 Dec 2003 30 June 2002
(reviewed) (audited)
R`000 R`000
ASSETS
Non-current assets - 210 155
Property, plant and equipment - 39 672
Goodwill - 119 031
Trademarks - 1 380
Investments and loans - 30 340
Deferred taxation - 11 832
Development expenditure - 7 900
Current assets 29 365 535 313
Inventories - 38 199
Accounts receivable 10 161 388 635
Bank and cash 19 204 108 479
Total assets 29 365 745 468
EQUITY AND LIABILITIES
Capital and reserves 9 014 261 265
Share capital and premium 152 927 166 849
Foreign currency translation reserve - 2 567
(Accumulated deficit)/retained income (143 913) 91 849
Outside shareholders` interest - 1 296
Non-current liabilities - 15 146
Long-term borrowings
Current liabilities 20 351 467 761
Accounts payable 8 393 336 331
Current portion of long-term borrowings - 15 266
Bank overdraft 279 108 719
Taxation 11 679 7 445
Total equity and liabilities 29 365 745 468
Net asset value per share - cents 1.4 39.3
Tangible net asset value per share - cents 1.4 21.2
Number of shares at period end - `000 625 596 664 288
Geographical Markets by Turnover for the 18 months ended 31 December 2003
Local - 77%
Foreign and Export - 23%.
Statement of Changes in Equity for the 18 months
ended 31 December 2003
Share capital Non-
and distributable
premium reserves
R`000 R`000
Balance - 30 June 2001 144 627 2 567
Attributable income for the year ended
30 June 2002 - -
Issue of new shares 22 361 -
Share issue expenses (139) -
Balance - 30 June 2002 166 849 2 567
Attributable loss for the 18 months
ended 31 December 2003 - -
Cancellation of treasury shares (13 918) -
Cancellation of preference shares (4) -
Transfer of currency translation reserve
to accumulated deficit - (2 567)
Balance - 31 December 2003 152 927 -
Retained income/ Total
(accumulated equity
deficit)
R`000 R`000
Balance - 30 June 2001 79 632 226 826
Attributable income for the year ended
30 June 2002 12 217 12 217
Issue of new shares - 22 361
Share issue expenses - (139)
Balance - 30 June 2002 91 849 261 265
Attributable loss for the 18 months
ended 31 December 2003 (238 329) (238 329)
Cancellation of treasury shares - (13 918)
Cancellation of preference shares - (4)
Transfer of currency translation reserve
to accumulated deficit 2 567 -
Balance - 31 December 2003 (143 913) 9 014
Consolidated Cash Flow Statement for the 18 months
ended 31 December 2003
18 months ended Year ended
31 Dec 2003 30 June 2002
(reviewed) (audited)
R`000 R`000
Cash flows from operating activities (32 537) 42 110
Cash flows from operations (103 028) 71 191
Decrease/(increase) in working capital 76 599 (8 480)
Net finance charges (5 263) (3 601)
Taxation paid (402) (16 384)
Dividends paid to minority shareholders (443) (616)
Cash flows from investing activities (35 038) (123 456)
Net additions to property, plant and
equipment (11 037) (27 463)
Development expenditure - (6 209)
Trademarks acquired (5) (337)
Loans, guarantees and expenses - Skonkwane (23 591) (9 801)
Net increase in other investments and loans (13 176) (2 908)
Disposal/(acquisition) of subsidiaries 3 799 (76 738)
Cash flows from Super Group transaction
(note 1) 24 619 -
Closure costs (15 647) -
Cash flows from financing activities 86 740 38 979
Increase in ordinary share capital - 3
Increase in share premium - 22 358
Cancellation of treasury shares (13 918) -
Cancellation of preference shares (4) -
Share issue expenses - (139)
Increase in borrowings 100 662 16 757
Net increase/(decrease) in cash and cash
equivalents 19 165 (42 367)
Cash and cash equivalents at beginning of
period (240) 42 127
Cash and cash equivalents at end of period 18 925 (240)
Note to the Consolidated Cash Flow
Statement
1. Cash Flows from Super Group transaction 24 619 -
Proceeds on disposal of assets and
liabilities 212 000 -
Direct payment to banks to settle overdraft (60 000) -
Settlement of Micor loan account (66 000) -
Settlement of loan advanced by Super Group (26 216) -
Costs relating directly to the transaction (17 635) -
Finance charges April 2003 to September
2003 (17 530) -
Segmental Report for the 18 months ended 31 December 2003
Logistics Supply Forex Total
services chain losses businesses
services operations
R`000 R`000 R`000 R`000
Turnover 1 312 797 1 268 872 - 2 581 669
Operating loss before
foreign exchange
movements,
depreciation and
amortisation (23 863) (27 491) - (51 354)
Headline loss (38 723) (55 551) (17 673) (111 947)
Attributable loss (41 351) (77 202) (17 673) (136 226)
Discontinued operations, SGT, Total
infrastructure costs and related
forex losses
R`000 R`000
Turnover - 2 581 669
Operating loss before
foreign exchange movements,
depreciation and amortisation (12 401) (63 755)
Headline loss (49 760) (161 707)
Attributable loss (102 103) (238 329)
Notes to the Interim Financial Statements
1. These financial statements have, except for the changes that would have been
required had AC 133 been applied, been prepared in accordance with the South
African Statement of Generally Accepted Accounting Practice, applicable to
the interim Financial Reporting.
2. The accounting policies used in preparation of the financial statements are
consistent with those used in the annual financial statements for the year
ended 30 June 2002.
3. DNA has changed its year-end to 31 December. Accordingly these results
reflect an 18-month trading period.
4. An amount of R8.7 million, reflected in accounts receivable, represents the
balance owing by Super Group.
Directors
G B Schwikkard (Chairman), M J Kaplan (Chief Executive Officer),
P M Baker, S A Conradie, H Pieterman*, (Alternate C D Stein*), R C Pople*,
I O Shongwe
*Non-executive
For and on behalf of the Board
9 July 2004
Garth Schwikkard Mark Kaplan
(Chairman) (Chief Executive Officer)
Registered Office
Waterford Office Park
Unit 10
Corner Witkoppen Road and Waterford Drive
Witkoppen, 2068
(Private Bag 27, Gallo Manor, Sandton, 2052)
Transfer Secretaries
Computershare Investor Services 2004 (Pty) Ltd
70 Marshall Street
Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)
Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
Deloitte Place
The Woodlands
Woodlands Drive
Woodmead, 2146
(Private Bag X6, Gallo Manor, 2052)
Date: 09/07/2004 11:56:50 AM Produced by the JSE SENS Department
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