FORM 20-F
(MARK ONE)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 000-27531
BROCKER TECHNOLOGY GROUP LTD.
(Exact Name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's Name Into English)
Alberta, Canada
(Jurisdiction of incorporation or organization)
2150 Scotia One, 10060 Jasper Avenue,
Edmonton, Alberta
Canada T5J 3R8
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of Exchange
None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Common Shares, no par value
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:
None
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:
As of March 31, 2000, there were outstanding 14,295,202 shares (15,258,804
including shares in escrow).
<PAGE>
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark which financial statement item the registrant has elected
to follow:
[X] Item 17 [ ] Item 18
<PAGE>
Index to Form 20-F Registration Statement
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Page Number
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Part 1 1
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Item 1. Description of Business 1
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Item 2. Description of Property 17
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Item 3 Legal Proceedings 17
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Item 4. Control of Registrant 17
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Item 5. Nature of Trading Market 18
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Item 6. Exchange Controls and Other Limitations Affecting Security Holders 18
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Item 7. Taxation 19
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Item 8. Selected Financial Data 21
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Item 9. Management's Discussion and Analysis of Financial Condition and Results of
Operations 24
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Item 9A. Quantitative and Qualitative Disclosures About Market Risk 34
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Item 10. Directors and Officers of Registrant 36
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Item 11. Compensation of Directors and Officers 39
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Item 12. Options to Purchase Securities from Registrant or Subsidiaries 41
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Item 13. Interest of Management in Certain Transactions 43
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Part III 44
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Item 15. Default Upon Senior Securities 44
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Item 16. Changes in Securities, Changes in Security For Registered Securities and
Use of Proceeds 44
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Part IV 44
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Item 17. Financial Statements 44
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Item 19. Financial Statements and Exhibits 44
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Signatures 45
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</TABLE>
<PAGE>
Certain statements contained in this report are forward-looking in nature.
Such statements can be identified by the use of forward-looking terminology such
as "believes," "expects," "may," "will," "should," or "anticipates" or the
negative thereof or comparable terminology, or by discussions of strategy. You
are cautioned that our business and operations are subject to a variety of risks
and uncertainties and, consequently, our actual results may materially differ
from those projected by any forward-looking statements. Certain of these risks
and uncertainties are discussed below under Item 1- "Risk Factors." We make no
commitment to revise or update any forward-looking statements in order to
reflect events or circumstances after the date any such statement is made.
All dollar amounts appearing in this report represent Canadian dollars,
except where denoted otherwise. All US dollar equivalents are based on a
conversion rate of $0.6878 for every US $1.00, which is the noon buying rate
announced by the Federal Reserve Bank of New York on March 31, 2000, unless
otherwise noted. The noon buying rate on September 15, 2000 was $0.6737 per US
$1.00.
Unless the context indicates to the contrary, the terms "Brocker", "we",
"us" and "our" refer to Brocker Technology Group Ltd. and its wholly-owned
subsidiaries.
Unless otherwise indicated,(1) the information in this report is as of
September 10, 2000 and (2) this Report does not reflect developments subsequent
to such date.
Part I
Item 1. Description of Business
Introduction
We are engaged in several business lines in the fields of information
technology and telecommunications. Our principal business lines include:
Distribution. We distribute (1) cellular telephones and other wireless
telecommunication products in New Zealand and (2) computer software, hardware
and peripheral products in New Zealand and Australia. We also offer value-added
services such as technical advice relating to product selection, networking and
product compatibility.
Computer Consulting Services. We provide computer consulting services to
business and government clients in New Zealand and Australia. Our services
include project management, software development, and software implementation,
customization, and integration.
Development and Marketing of Proprietary Software Applications. We develop
and market proprietary software applications. Our principal focus at present is
on applications that facilitate business-to business, or B2B, e-commerce and
business-related communications.
Other Services. We (1) offer a full range of repair services for cellular
mobile telephones and certain other telecommunication equipment, (2) custom
design or modify wireless telecommunication products to meet specific customer
requirements and (3) sell a limited number of wireless telecommunication
products that we developed as an
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outgrowth of our custom design work. In addition, we are in the process of
entering the business of providing clients with various services online such as
remote network management.
Corporate Information
We were incorporated in 1993 under the laws of the Province of Alberta,
Canada. In December 1998, we changed our name from "Brocker Investments Ltd." to
"Brocker Technology Group Ltd."
We maintain our principal executive offices in New Zealand. We also
maintain an executive office in Canada. The address of our principal executive
offices in New Zealand is Brocker Technology Park, 17 Kahika Road, Beachhaven,
Auckland, New Zealand. Our telephone number there is 64-9-481-9988. The address
of our Canadian executive office is 2150 Scotia One, 10060 Jasper Avenue,
Edmonton, Alberta, Canada T5J 3R8. Our telephone number there is 780-481-9988.
Our History
We were formed in 1993 and commenced operations in 1994 by acquiring an
established computer hardware and software distribution company. We thereafter
expanded our business through additional acquisitions and internal growth. We
have completed a total of 11 acquisitions (through September 10, 2000),
including five completed since the beginning of fiscal 1998.
Overview and Strategy for Growth
Our revenues to date have principally been derived from our distribution
business. However, over the past several years. we have been working to reduce
our reliance on the distribution business by diversifying into consulting and
the development of proprietary products for e-commerce and business
communications. We believe that the rapid evolution and adoption of the Internet
and Internet technologies in our markets should enable us to continue our
diversification.
Our plans for future growth include the following key elements:
Continue Acquisition Program. We plan to continue to expand and diversify
through acquisitions. Our principal focus at present is on companies with (1)
strong consulting capabilities that can supplement or complement our existing
consulting practices, (2) companies with proprietary products for e-commerce and
business communications or with know-how that can be leveraged to develop these
proprietary products and (3) companies that provide online services to business
customers.
Continue Development of Proprietary Products. We plan to continue to focus
on the development of proprietary products. We believe that our efforts in this
area will enable us to leverage the strong knowledge base and highly skilled
employees that we have acquired over the past several years through acquisitions
and as an outgrowth of our consulting practice. Our principal focus in this area
is the development of applications that facilitate B2B e-commerce and
business-related communications.
Expand Geographically. We plan to seek opportunities to selectively enter
new geographic markets.
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Certain Information Concerning Segments
In Note 13 of our consolidated financial statements, we provide certain
segment information concerning our business. Our principal segments, as reported
in such note, are identified below:
1. Vendor Services ( formerly Sales and Distribution). This segment
includes our distribution business described under "-Additional Information
Concerning Our Principal Business Lines-Distribution."
2. Professional Services. This segment includes our business of
providing computer consulting services described under "-Additional
Information Concerning Our Principal Business Lines-Consulting Services."
3. Application Development. This segment includes our business of
developing and marketing proprietary software applications, or services
based on these applications, described under "-Additional Information
Concerning Our Principal Business Lines-Development and Marketing of
Proprietary Software Applications."
4. Application Hosting ( formerly Technical Services and expected to
be renamed Online Services). The historical revenues of this segment relate
to our business of furnishing certain technical services, such as repair of
cellular telephones and custom design of wireless telecommunication
products, as described under "-Additional Information Concerning Our
Principal Business Lines-Other Products and Services." We plan to enter
into certain new businesses that involve furnishing computer maintenance
and other services online. We plan to add these new businesses, if and when
they commence, to this segment.
Additional Information Concerning Our Principal Business Lines
Set forth below is additional information concerning our principal business
lines.
Distribution
Distribution of telecommunication Products
We are the largest distributor of wireless telecommunication hardware
products in New Zealand. The products that we offer include cellular phones,
related accessories, and radio pagers. We carry a variety of brands, including
Ericsson, Motorola, Nokia, and Philips. Our principal customers for these
products are dealers and retail stores. In fiscal 2000, our revenues from the
sale of telecommunication products amounted to approximately $61.0 million and
represented approximately 44.8% of our total revenues.
We began distributing wireless telecommunication products in 1997 when
Telecom New Zealand ("Telecom"), which is New Zealand's largest
telecommunications carrier and at the time was also a distributor of mobile
phones, asked us to take over this distribution function. We agreed to do so and
entered into an agreement with Telecom. Under our agreement with Telecom, we
share with Telecom the activities and risks associated with this distribution
function. This sharing arrangement includes the following terms. We are
responsible for ordering and maintaining inventory, carrying out marketing
activities and initiating and completing sales. Telecom is required to protect
us against certain of the risks associated with the distribution function,
including
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inventory obsolescence and bad debts. In exchange for Telecom assuming these
risks, we are required to limit our gross profit from the distribution of
wireless telecommunication hardware products to a level that is lower than the
typical margin in our industry. In fiscal 2000, our gross profit margin from the
sale of wireless telecommunication hardware products was approximately 7.4%.
A portion of our sales are made to customers that submit their purchase
orders to Telecom rather than to us. In these cases, (1) Telecom transmits the
order to us for fulfillment, (2) we ship the product directly to the customer as
agent for Telecom, and (3) Telecom pays the purchase price and is considered the
buyer. Purchase orders transmitted to us by Telecom amounted to approximately
$23.1 million and accounted for approximately 16.9% of our total revenues in
fiscal 2000.
Distribution of Computer-Based Technology Products
We distribute computer-based technology products in New Zealand and
Australia. The products that we offer include: (1) business software; (2)
hardware devices such as desktop personal computers, notebook computers,
servers, and workstations; and (3) computer peripherals such as monitors,
printers and scanners. We also offer value-added services such as technical
advice relating to product selection, networking and product compatibility. In
fiscal 2000, our revenues from the sale of computer-based technology products
and related value-added services amounted to approximately $65.7 million and
represented approximately 48.2% of our total revenues.
We obtain our products from many of the world's leading software publishers
and computer product manufacturers. Our suppliers include: Accpacc International
Ltd., Acer Computer NZ Limited, Autodesk Australia Pty Ltd., Computer NZ Ltd.,
Dantz Development Corporation, Digi International, Hitachi Data Systems NZ Ltd.,
Inprise (NZ) Ltd., Intel Semicondutor Ltd., IBM NZ Ltd., Lotus Development NZ
Ltd., Network Computing Devices Inc., Novell Inc., Shiva Corporation, SGI NZ
Ltd. and Symantec Corporation.
We principally distribute our computer-based technology products to
dealers, systems integrators and retail store.
Consulting Services
We provide computer consulting services to business and government clients
in New Zealand and Australia. Our services include project management, software
development, and software implementation, customization, and integration.
We have developed specialized expertise in a number of areas, including (1)
the management of large projects for government agencies and large corporations;
(2) implementing, customizing and configuring solutions based on Lotus Notes, a
software program developed by Lotus Development Corporation; (3) enabling B2B
e-commerce, from business planning through the delivery and implementation of
comprehensive e-commerce systems, (4) the design, development and ongoing
management and hosting of internet sites for large corporations and government
departments; and (5) enabling large corporation to outsource the management of
their computer networks and software applications.
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We generally retain the intellectual property rights associated with the
applications that we develop in the course of providing consulting services.
This allows us to market, sell and implement selected applications to third
parties.
We currently have approximately 35 consultants on staff. In fiscal 2000,
our revenues from consulting services amounted to approximately $5.5 million and
represented approximately 4.0% of our total revenues.
Development and Marketing of Proprietary Software Applications
We develop and market proprietary software applications. Our principal
focus at present is on applications that facilitate business-to-business, or
B2B, e-commerce and business-related communications. We seek to commercialize
our products by either marketing the product or a service based on the product.
In fiscal 2000, our revenues from the sale of proprietary products and related
services amounted to approximately $1.4 million and represented approximately
1.0% of our total revenues.
We have already developed a number of products as described below. Our goal
over the longer term is to build on our existing products and know-how to
develop an Internet-based suite of products, for medium to large size customers,
that will (1) enable the centralization of the sales and marketing functions,
(2) support electronic transactions between a business and its customers, while
storing customers' profiles and product preferences into a secure database, and
(3) allow sales and marketing professionals to remotely access sales and
marketing information, including inventory data, account information and product
orders.
Set forth below is certain information concerning our principal proprietary
products and related services.
Supercession. We recently released our first B2B e-commerce product, which
we call Supercession. Supercession is a software application that enables a
company to build an Internet site that can support a wide variety of
business-to-business e-commerce transactions and functions. These include: (1)
selling products and processing payment transactions, (2) creating and
maintaining an online catalogue, and (3) allowing customers to access a wide
range of information such as data relating to products, inventory, shipping, and
account status.
Our current version of Supercession is designed to integrate with certain
non-Internet based finance and distribution management software, commonly
referred to as enterprise resource planning or ERP software, that is sold by
PeopleSoft, Inc. This means that data can be transferred between our software
and PeopleSoft's software. We can also customize Supercession to integrate with
ERP software of other vendors. We expect the market for the current version of
Supercession will decline over time as users of PeopleSoft's non-Internet based
ERP software transition to the new Internet-based version that was recently
released by PeopleSoft.
We first commenced marketing our Supercession product in November 1999 and
have not yet made any sales of this product. However, we use the product
internally for the operations of two of our distribution subsidiaries.
Feedback!. Feedback! is an Internet software program that allows employees
to obtain feedback concerning their performance from multiple sources such as
supervisors,
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co-workers, and customers. Feedback! (1) allows an employee to select a group of
people from whom feedback is desired, (2) contacts these people by e-mail and
asks each to complete an electronic questionnaire and to return it by e-mail,
and (3) when sufficient questionnaires have been returned, automatically
collates the results and e-mails them to the employee for review. Feedback! can
also be applied to other uses, such as project management, research and product
testing, and workplace assessment. We commenced marketing Feedback! in October
of 1998 and has completed sales to five external customers.
PowerPhone. PowerPhone is a software solution sold together with a hardware
peripheral that integrates local telephone systems with Microsoft Outlook and a
contact management program, to facilitate access to relevant contact information
when telephone calls are made or received. For example, when there is an
incoming call, PowerPhone automatically displays information concerning the
caller's most recent prior contact and permits the recipient to access
additional information regarding the caller. We commenced marketing this product
in January 2000 and, to date, have sold approximately 490 licenses for this
product. At present, we are marketing this product through telephone systems
manufacturers, such as Aria and Ericsson, and via the Internet as a software
download.
Bloodhound. Bloodhound is a one-number telephone service and unified
messaging product that allows a subscriber to be reached at various locations
and telephone modalities using a single telephone number. Each Bloodhound
subscriber is given a single "Bloodhound" telephone number which, when dialed,
is answered by a computer that scans for the subscriber at the subscriber's
various telephone locations in accordance with the subscriber's instructions,
such as the subscriber's office phone, mobile phone, and home phone. If the
subscriber is found, the call is transferred to the subscriber. If the
subscriber is not found, or chooses not to take the call, the caller can leave a
message. The Bloodhound number can also receive faxes. A subscriber can retrieve
messages and faxes via the Internet. Messages that are retrieved via the
Internet are in the form of an audio file. At present, there are approximately
250 external users of Bloodhound in New Zealand.
Movie Line. Movie Line is an interactive voice response system that movie
theatres will use to enable their customers to buy and pay for tickets over the
telephone. We recently entered into a partnership with Vista Entertainment
Systems Limited to sell e-commerce solutions and other products in Asia, with
Movie Line being the initial product launch. Version one of this product has now
been sold to customers in New Zealand, Argentina and Singapore. Further
development of this product will consist of upgrades and changes to meet
customer specifications.
e-Marketer. e-Marketer is a product that utilizes Microsoft Outlook, CRM
database and Microsoft Exchange to produce e-mail marketing materials by using
various merge and formatting functions. We have completed the core development
of this product and are currently working to make the product market ready. The
current work includes enabling the product to be downloaded through the
Internet.
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Other Services and Related Products
We offer various technical services and related products as described
below. In fiscal 2000, our revenues from the sale of these services and products
amounted to approximately $2.7 million and represented approximately 2.0% of our
total revenues.
Repair Service for Cellular Mobile Phones. We operate a service center in
New Zealand at which we offer a full range of repair services for cellular
mobile telephones and certain other equipment. We are at present the sole
authorized provider of warranty repair services in New Zealand for Ericsson and
Nokia cellular mobile telephones.
Custom Design of Wireless Telecommunication Products. We have an
engineering team that specializes in designing or modifying wireless
telecommunication products to meet specific customer requirements. Certain of
the products that we design for a particular customer may have a wider
application. In these case, we may seek to commercialize the product. For
example, we are currently marketing a product that enables a conventional
two-wire telephone device to operate over a cellular network and a product that
enables an alarm system to communicate with a monitoring station over a cellular
network.
Online and Hosting Services. We are in the process of entering the business
of providing clients with various services online. Our initial focus is on
providing customers with remote network management. This means that we will
assist clients with managing their networks by means of a online link between
the client network and our network management resources. We believe that this
business will leverage the experience that we have gained in managing computer
networks for our own business and for clients. Over the longer term, we plan to
also make software applications available to clients over the Internet. This
would enable clients to access software by paying periodic usage-based fees
rather than an up-front license fee.
Sales and Customers
We sell our products and services through our sales force and account
managers. In addition, in the distribution business, we sell products through
our Internet site.
Substantially all of our sales to date have been in New Zealand and
Australia. We are, however, seeking to expand the markets for our proprietary
software products by establishing relationships with dealers and consultants in
North America and Europe.
Research and Development
Our current research and development efforts are focused on developing
proprietary software applications for B2B e-commerce and business-related
communications. The table below shows for the periods indicated (1) the amount
of research and development costs that we recorded as an expense during the
period and (2) the amount of development costs that we deferred in accordance
with generally accepted accounting principles of Canada. Deferred development
costs are reflected as an asset on our balance sheet. These deferred costs are
amortized over the expected life of the related product, commencing with
commercial production or use of the product. For additional information
concerning the accounting treatment of our research and development costs, see
notes 2 and 5 of the notes to our consolidated financial statements included
elsewhere herein.
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(Cdn $)
-------------------------------- -----------------------------------------------
Year Ended March 31,
-------------------------------- -----------------------------------------------
2000 1999 1998
-------------------------------- --------------- ------------ ------------------
Research and development costs $2,344,229 $1,904,705 $1,556,572
recorded as expense
-------------------------------- --------------- ------------ ------------------
Development costs deferred 841,771 883,295 521,428
-------------------------------- --------------- ------------ ------------------
Competition
We face intense competition in each of our business lines. Certain specific
information is set forth below.
We were for a time the only company that had an agreement with Telecom New
Zealand for the distribution of cellular wireless telecommunication hardware
products. Then, in February 1999, Telecom New Zealand entered into an agreement
with a second distributor. This was the principal reason why our revenues in New
Zealand from the distribution of wireless telecommunication products decreased
by approximately $14 million in Fiscal 2000. See Item 9-"Management's Discussion
and Analysis of Financial Condition and Results of Operations."
When Digital Equipment Corporation was acquired by Compaq in June 1998, we
lost the exclusive right to distribute Digital personal computers in New
Zealand. Consequently, we now compete with other companies in distributing
Digital/Compaq products. This increase in competition is the principal reason
why our revenues in New Zealand from the distribution of computer-based
technology products decreased by approximately $4.6 million in Fiscal 2000. See
Item 9-"Management's Discussion and Analysis of Financial Condition and Results
of Operations."
We believe that our future growth depends on our ability to successfully
market our proprietary software applications. The market for our proprietary
products is intensely competitive, subject to rapid technological change and
significantly affected by new product introductions and other market activities
of industry participants. We expect competition to persist and intensify in the
future. Our competition currently includes: (1) software development companies
that sell competing software solutions or development tools that can be used to
develop these solutions, (2) consulting companies that design and implement
custom solutions and (3) in-house development efforts by prospective customers.
Many of our competitors have substantially greater financial, technical,
and marketing resources and substantially greater name recognition and than we
do. For example, in the area of providing software solutions for B2B e-commerce,
we face competition from companies such as Broadvision, Inc., International
Business Machine, Netscape Communication Corp., Microsoft Corporation, and
Vignette Corp.
Intellectual Property
We primarily rely on trade secrets, proprietary knowledge and
confidentiality agreements to establish and protect our intellectual property
relating to our proprietary software products. We cannot, however, be certain
that others will not independently develop similar or superior products or gain
access to our trade secrets or knowledge.
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We generally do not sell or transfer title to our proprietary software
products. Rather, we grant our customers a license to use the products which
they purchase.
There has been a substantial amount of litigation in the software and
Internet industries regarding intellectual property rights. It is possible that
in the future third parties may claim that we or our current or potential future
products infringe their intellectual property. Any claims, with or without
merit, could be time-consuming, result in costly litigation, cause product
shipment delays or require us to enter into royalty or licensing agreements.
Royalty or licensing agreements, if required, may not be available on terms
acceptable to us or at all.
Employees
As of September 15, 2000, we had approximately 296 employees. The following
is a breakdown of these employees by function: senior management (11), finance
and administration (28); sales and marketing (135); consulting services and
software development (45); technical/service (28); logistics (34); clerical
(15).
Certain Information Concerning Acquisitions
Completed Acquisitions
We have acquired 11 businesses since our formation in 1993. Some of these
transactions were stock purchases and some asset purchases. The table below
provides certain information concerning these acquisitions.
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Name of Acquired Company Principal Business Acquired
(Jurisdiction of Incorporation)
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Sealcorp Computer Products Limited (New distribution of computer-based December, 1994
Zealand) technology products
------------------------------------------ -------------------------------------- -----------------------
The Great Escape Company* distribution of computer-based September 1996
(Australia) technology products
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Industrial Communication Services servicing of mobile telephones; March 1997
Limited (New Zealand) custom design of wireless
communication products
------------------------------------------ -------------------------------------- -----------------------
Northmark Technologies Limited computer based technology products March, 1997
(New Zealand)
------------------------------------------ -------------------------------------- -----------------------
Powercall Limited* development of solutions to May 1997
(New Zealand) integrate computer and telephone
technologies
------------------------------------------ -------------------------------------- -----------------------
Easy PC Computer Rental Limited computer equipment leasing July 1997
(New Zealand)
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Image Craft Limited development of graphics software December 1997
(New Zealand)
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Pritech Corporation Limited software consulting services May 1998
(New Zealand)
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Q*Soft Pty Limited* distribution of software February 1999
(Australia)
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1 World Systems Limited distribution and implementation of June 1998
(New Zealand) accounting software
------------------------------------------ -------------------------------------- -----------------------
Tech Support Limited Computer technical service provider August, 1999
(New Zealand)
------------------------------------------ -------------------------------------- -----------------------
</TABLE>
* We acquired the assets of the indicated company
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In 1998, we acquired a 20% equity interest in Highway Technology, a start
up company. This company has developed, and is seeking to commercialize, a
system that remotely tracks the changing location of a moving motor vehicle.
This product combines a global positioning system, which tracks the vehicle's
location, with a wireless telecommunication system, which conveys the relevant
data via a cellular network.
Pending Acquisitions
Generic Technology Transaction. We have entered into a Heads of Agreement
dated August 17, 2000 regarding the proposed acquisition by our company of all
of the outstanding shares of Generic Technology Limited ("Generic Technology").
Generic Technology is a holding company which owns interests, ranging from 50%
to 100%, in a group of companies known as the Datec Group of Companies. The
Datec Group is a leading information technology company in the South Pacific
with over 300 employees and offices in Australia, New Zealand, Fiji, Papua New
Guinea, Vanuatu and the Solomon Islands.
Completion of this acquisition is dependent upon completion of satisfactory
due diligence and signing of a mutually acceptable formal agreement, and is also
subject to obtaining required regulatory approval. We cannot guarantee that this
acquisition will be completed or that the definitive agreement, if entered into,
will be on the terms described below.
This Heads of Agreement provides for us to pay a purchase price for the
shares of Generic Technology equal to 14.5 times the after-tax earnings of
Generic Technology based on the audited financial statements of Generic
Technology for the year ended December 31, 1999. It is estimated that this
purchase price will amount to approximately $20 million. The Heads of Agreement
provides that 70% of the purchase price is to be satisfied by the issuance of
our common shares valued for this purpose at $10.00 per share (although the
definitive documents may provide for a different value). The vendors have agreed
that the common shares of our company that they will receive will be escrowed
for six months, and thereafter in any three month period they will not sell a
number of common shares that is greater than 1% of the total outstanding common
shares of our company. The remaining balance of the purchase price is to be paid
in cash, with a first installment equal to 7.5% of the purchase price payable on
closing, and the balance payable in four performance-based installments, with
the last payment due June 30, 2003. The amounts of the cash payments are subject
to interest at 7.5% per annum and will be dependent upon the financial
performance of Generic Technology. We will have the right to satisfy the last
three installments by issuing our common shares, but, if we do so, we will be
obligated to compensate the vendors with respect to these shares in the event
that there is a reduction in the share price following the issuance.
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Although we currently have sufficient funds to finance the initial cash
payment required for this acquisition, additional funding will be required to
finance the further cash installments of the purchase price. See Item
9-"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources."
Certus Transaction. We have entered into a definitive agreement to purchase
all of the shares of Certus Project Consulting Limited ("Certus"). Certus
provides project management consulting services to the information and
telecommunications industries. Certus has operations in Auckland and Wellington,
New Zealand and Sydney, Australia.
Completion of this acquisition is dependent upon satisfaction of customary
closing conditions and receipt of required regulatory approvals.. We cannot
guarantee that this acquisition will be completed.
The purchase price is to be equal to the lesser of 1.5 times sales revenue
or 21.72 times net profit before tax of Certus for the 12 months ended August
31, 2000, up to a maximum of New Zealand $2.5 million (equivalent to Cdn. $1.56
million, based upon the exchange rate on September 1, 2000). This purchase price
is to be paid by the issuance of our common shares valued for this purpose at
Cdn. $6.35. The vendor's have agreed that the shares will be escrowed for a
period of 12 months, and that thereafter no more than 25% of those shares will
be sold in any quarter. We may be required to compensate the vendors, upon the
occurrence of certain events, if at such time the market price for our common
share is lower than the price at which such shares were valued for purposes of
paying the purchase price. We estimate that approximately 246,220 of our common
shares will be issued pursuant to this transaction.
Risk Factors
Certain Risks Relating to Our Distribution Business
We are dependent on a contract with Telecom New Zealand, which is New
Zealand's largest telecommunications carrier. If this contract is not renewed,
our business would be substantially diminished and our results of operations
would suffer.
Our entire business relating to the distribution of wireless
telecommunication products is governed by an agreement that we have with Telecom
New Zealand ("Telecom"), which is New Zealand's largest telecommunications
carrier. In the year ended March 31, 2000, sales governed by this agreement
accounted for approximately 44.8% of our total revenues. Information concerning
this agreement can be found under "--Additional Information Concerning Our
Principal Business Lines--Distribution." The term of our current agreement with
Telecom expires on December 31, 2000. We expect the agreement to be renewed.
However, we cannot guarantee that the agreement will be renewed or, if renewed,
that the terms will be as favorable to us as under the current agreement. If
this agreement is not renewed or otherwise terminates, our business would be
substantially diminished and our results of operations would suffer.
Furthermore, any adverse change in the terms of the agreement, could harm our
business.
Under the terms of our contract with Telecom, our gross profit margin from
the distribution of wireless telecommunication products is lower than the
typical margin in
11
<PAGE>
our industry; this means that relative to other companies we need a higher level
of sales to be profitable.
As described above, our entire business relating to the distribution of
wireless telecommunication products is governed by an agreement that we have
with Telecom. Under our agreement with Telecom, we share with Telecom the
activities and risks associated with our business of distributing wireless
telecommunication products in New Zealand. This sharing arrangement includes the
following terms. We are responsible for ordering and maintaining inventory,
carrying out marketing activities and initiating and completing sales. Telecom
is required to protect us against certain of the risks associated with the
distribution function, including inventory obsolescence and bad debts. In
exchange for Telecom assuming these risks, we are required to limit our gross
profit from the distribution of wireless telecommunication hardware products to
a level that is lower than the typical margin in our industry As a result,
relative to other companies in our industry, we need a higher level of sales to
achieve a given level of profitability.
We recently began to face a new competitor in the New Zealand market for
distributing wireless telecommunication product, which has eroded our market
share. Our business could be harmed by additional erosion of our market share.
We were for a time the only company that had an agreement with Telecom for
the distribution of cellular wireless telecommunication hardware products. Then,
in February 1999, Telecom entered into an agreement with a second distributor.
We estimate that this new distributor has captured market share in the range of
35% to 45%. We cannot guarantee that our market share will not continue to
erode. Additional erosion of our market share could harm our business.
We depend on a limited number of key suppliers for a significant portion of
the products that we distribute; the loss of one or more of these suppliers
could hurt our business.
We depend on a limited number of key suppliers for a significant portion of
the products that we distribute. The following data for fiscal year 2000
illustrates this point: (1) in the area of wireless telecommunication products,
our largest supplier accounted for approximately 50.3% of our supply of these
products and our four largest suppliers, in the aggregate, accounted for
approximately 93.2% of our supply, and (2) in the area of computer-based
technology products, our largest supplier accounted for approximately 16.9% of
our supply of these products and our four largest suppliers, in the aggregate,
accounted for approximately 50.0% of our supply. We generally do not have
long-term supply contracts with our suppliers. Consequently, we cannot be
certain that any supply relationship will continue at the current level or at
all. The loss of a key supplier would harm our business, if we are unable to
obtain a replacement in a timely manner.
The value of our inventory could decline, which would hurt our financial
performance.
We face the risk that the value of our inventory may decline. Factors that
could cause such a decline include technological changes that may render
existing products obsolete or less desirable and price reductions by suppliers.
Any significant decline in the value of our inventory of computer-based
technology products would hurt our
12
<PAGE>
financial performance. A decline in the value of our inventory of wireless
telecommunication products would not similarly affect us because Telecom has
agreed to protect us against much of this risk.
Our distribution margins have been hurt by the trend of decreasing prices
for many computer-based products. A continuation of this trend could hurt our
results.
Over the past several years, our distribution margins have been hurt by the
trend of decreasing prices for many computer-based products. A continuation of
this trend could hurt our results. We have, therefore, began to diversify into
higher margin areas such as consulting and proprietary products. We cannot,
however, guarantee that that this diversification strategy will succeed or, if
it does succeed, that our non-distribution businesses will generate sufficient
profits to offset any decline in our distribution business.
Certain Risks Relating to Our Proprietary Products
We cannot predict the level of market acceptance that our proprietary
products will achieve because to date we have not made any sales of our
Supercession product and have made only limited sales of most of our other
proprietary products. Our business will be hurt if our proprietary products fail
to achieve broad market acceptance.
We believe that our future growth depends to a large extent on our ability
to sell our proprietary software applications. However, we have not yet made any
sales of our Supercession product and have made only limited sales of most of
our other proprietary products. Consequently, we cannot predict the level of
market acceptance that our products will achieve. Our business will be hurt if
our proprietary products fail to achieve broad market acceptance.
If we fail to develop enhancements for our products on an ongoing basis, we
will not remain competitive; our competitors could achieve technological
advances that render our products obsolete.
The markets for our products are marked by rapid technological change,
frequent new product introductions and enhancements, uncertain product life
cycles, changes in customer demands and evolving industry standards.
Consequently, in order to remain competitive, we will need to develop
enhancements to our products on an ongoing basis. We cannot, however, guarantee
that we will be able to do this in a timely and cost-effective manner or at all.
Furthermore, we cannot guarantee that our competitors will not achieve
technological advances that provide a competitive advantage over our products or
render our products obsolete.
Our products may contain errors or defects that could result in lost
revenues, delayed or limited market acceptance or product liability claims with
substantial litigation costs.
Complex software products like ours can contain errors or defects,
particularly when first introduced or when new versions or enhancements are
released. Defects or errors in current or future products could result in lost
revenues, product returns, reduced orders, uncollectible receivables, product
redevelopment cost, or the loss of, or delay in, market acceptance. Furthermore,
as many of our customers use our products for
13
<PAGE>
business-critical applications, errors, defects or other performance problems
could result in financial or other damage to our customers and could
significantly impair their operations. Our customers could seek damages for
losses related to any of these issues. A product liability claim brought against
us, even if not successful, would likely be time consuming and costly to defend
and could adversely affect our marketing efforts.
Third parties may assert infringement claims against us; these claim could
require us to incur substantial costs and interfere with our ability to sell our
products.
There has been a substantial amount of litigation in the software and
Internet industries regarding intellectual property rights. It is possible that
in the future third parties may claim that we or our current or potential future
products infringe their intellectual property. Any claims, with or without
merit, could be time-consuming, result in costly litigation, cause product
shipment delays, require us to pay damages or require us to enter into royalty
or licensing agreements. Royalty or licensing agreements, if required, may not
be available on terms acceptable to us or at all, which could prevent us from
selling our products.
Our intellectual property rights may not prevent others from developing
products that are similar or superior to our products or from gaining access to
our trade secrets or knowledge.
We primarily rely on trade secrets, proprietary knowledge and
confidentiality agreements to establish and protect our intellectual property
relating to our proprietary software products. We cannot, however, guarantee
that others will not independently develop similar or superior products or gain
access to our trade secrets or knowledge.
Certain Other Risks Relating to Our Business
We face intense competition and there is no guarantee that we will be able
to compete effectively.
We face intense competition in each of our business lines. There is no
guarantee that we will be able to compete effectively. Our ability to compete
effectively may be constrained by a number of factors including those discussed
below.
We believe that our future growth depends on our ability to market our
proprietary software applications successfully. The market for these products is
intensely competitive, subject to rapid technological change and significantly
affected by new product introductions and other market activities of industry
participants. We expect competition to persist and intensify in the future.
Many of our competitors have substantially greater financial, technical,
and marketing resources and substantially greater name recognition than we do.
For example, in the area of providing software solutions for B2B e-commerce, we
face competition from companies such as Broadvision, Inc., International
Business Machine, Netscape Communication Corp., Microsoft Corporation, and
Vignette Corp.
We expect that we will require additional financing in the very near
future; if we are unable to obtain needed financing, our business will be hurt.
The cash from our operations is not sufficient to fund the cash outlays
associated with our business. We have primarily been funding this shortfall from
the proceeds that
14
<PAGE>
we received from several equity offerings that we completed in Fiscal 2000. We
estimate that that our remaining cash-on-hand will be sufficient to fund our
cash shortfall for an additional three to six months at the current level of
operations. Thereafter, we will require additional equity or debt financing.
Accordingly, we are planning to seek additional financing in the near future.
However, we cannot be certain that any additional financing will be available
or, if available, will be available on terms that are satisfactory to us. If we
are unable to obtain the financing that we require, our business will be hurt
and we will have to substantially curtail or discontinue our product development
efforts and possibly other areas of our business. See Item 9-"Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources."
Failure to retain and attract key personnel would harm our business.
Our success depends largely on the skills, experience and performance of
the members of our senior management and other key personnel. If we lose the
services of any of these persons and are unable to retain a suitable
replacement, our business would be harmed.
We have completed a number of acquisitions and may make additional
acquisitions; acquisitions entail certain risks which could harm our business.
We have grown in large part through acquisitions and may continue to make
acquisitions as opportunities arise. The making of acquisitions entails certain
risks which could harm our business. These risks include:
o acquired companies could have hidden liabilities that we fail to
discover during our due diligence investigations;
o we may have difficulty in assimilating the operations, products,
technology, information systems and personnel of the acquired company
with our existing operations;
o implementing acquisitions could cause significant diversion of
management time and resources;
o we may have difficulty maintaining uniform standards, controls,
procedures and policies; and
o we may lose key employees of the acquired company.
We operate in multiple countries, which involves various risks and
challenges not faced by companies that operate in only a single country; if we
are unable to manage these risks, our business will be hurt.
We have operations in Australia and New Zealand, as well as administrative
offices in Canada, and are seeking to expand into other geographic markets.
Because we operate in multiple countries, we face various risks and challenges
not faced by companies that operate in only a single country. If we are unable
to manage these risks and challenges, our business will be hurt. These risks and
challenges include:
o we may incur losses or gains from currency fluctuations as a result of
transactions and expenses being denominated in different currencies;
15
<PAGE>
o we are subject to increased financial accounting and reporting burdens
and complexities and potentially adverse tax consequences;
o we may incur expenses associated with customizing products for
multiple countries;
o we may be hurt by tariffs, export controls and other trade barriers;
o we need to comply with a wide variety of complex foreign laws and
treaties.
We report our financial statements in Canadian dollars even though most of
our transactions involve Australian or New Zealand dollars; consequently, our
reported financial position may be negatively affected by currency translations.
We report our financial statements in Canadian dollars even though most of
our transactions involve Australian or New Zealand dollars. Consequently, in
order to prepare our financial statements, we need to translate items that have
been recorded in foreign currencies into Canadian dollars. Specifically, foreign
denominated assets and liabilities are translated into Canadian dollars based on
the exchange rate in effect at the end of the reporting period and foreign
denominated income and expense items are translated based on the weighted
average exchange rates during the reporting period. These translations may
result in gains or losses, which are recorded as a separate component of
shareholder's equity.
You may not be able to obtain enforcement of civil liabilities against us
outside the United States.
We are formed under the laws of the Province of Alberta, Canada, and our
operations are principally in Australia and New Zealand. Substantially all our
assets are located outside the United States. In addition, a majority of the
members of our board of directors and our officers are residents of countries
other than the United States. As a result, it may be impossible for you to
effect service of process within the United States upon us or these persons or
to enforce against us or these persons any judgments in civil and commercial
matters, including judgments under United States federal securities laws. In
addition, a Canadian court may not permit you to bring an original action in
Canada or to enforce in Canada a judgment of a U.S. court based upon civil
liability provisions of U.S. federal securities laws. No treaty exists between
the United States and Canada for the reciprocal enforcement of foreign court
judgments.
16
<PAGE>
Item 2. Description of Properties
Set forth below is certain information concerning our principal properties.
We own one of these properties and lease the others.
<TABLE>
<CAPTION>
-------------------------------------------------- ------------------- -------------------- ------------------------
Property Location Principal Use(s) Approximate Lease Expiration
Square Feet
-------------------------------------------------- ------------------- -------------------- ------------------------
<S> <C> <C> <C>
Canada:
-------------------------------------------------- ------------------- -------------------- ------------------------
2150 Scotia One, 10060 Jasper Avenue, Edmonton, office 2,000 month-to-month
Alberta, Canada
-------------------------------------------------- ------------------- -------------------- ------------------------
New Zealand:
-------------------------------------------------- ------------------- -------------------- ------------------------
Brocker Technology Park office 23,084 owned
17 Kahika Road
Beachhaven, Auckland, New Zealand warehouse 16,101
-------------------------------------------------- ------------------- -------------------- ------------------------
4 Bond Street office 8,010 March 31, 2003
Grey Lynn, Auckland, New Zealand(1) warehouse 6,047
-------------------------------------------------- ------------------- -------------------- ------------------------
PSA House, 11 Aurora Terrace office 3,450 month-to-month
Wellington, New Zealand
-------------------------------------------------- ------------------- -------------------- ------------------------
343 Church Street office 8,630 October 31, 2001
Auckland, New Zealand warehouse 4,865
-------------------------------------------------- ------------------- -------------------- ------------------------
25 Dundonald Street
Newton, Auckland, New Zealand office 3,000 February 28, 2002
-------------------------------------------------- ------------------- -------------------- ------------------------
Australia:
-------------------------------------------------- ------------------- -------------------- ------------------------
12 Mars Road, Lane Cove office 12,920 February 28, 2005
Sydney, New South Wales, Australia warehouse 13,500
-------------------------------------------------- ------------------- -------------------- ------------------------
48 Hunter Street
Sydney, New South Wales, Australia office 2,150 April 30, 2002
-------------------------------------------------- ------------------- -------------------- ------------------------
60 City Road
South Bank, Melbourne, Victoria, Australia office 860 March 31, 2002
-------------------------------------------------- ------------------- -------------------- ------------------------
10 Hudson Road office 2,150 March 31, 2003
Albion, Queensland, Australia warehouse 3,150
-------------------------------------------------- ------------------- -------------------- ------------------------
</TABLE>
(1) A portion of this property is subleased to others.
Item 3. Legal Proceedings.
None reportable.
Item 4. Control of Registrant.
The table below sets forth, as of September 1, 2000, certain information
concerning the record ownership of our common shares by (1) our officers and
directors
17
<PAGE>
as a group and (2) each person that we know to be the record owner of more than
10% of our outstanding common shares.
<TABLE>
<CAPTION>
--------------------------------------- -------------------------------------------------- --------------------------------
Name Number of Common Shares Owned Percent of Outstanding Common
Shares Owned(1)
--------------------------------------- -------------------------------------------------- --------------------------------
<S> <C> <C>
Michael B. Ridgway 3,035,848 16.6%
--------------------------------------- -------------------------------------------------- --------------------------------
Officers and directors as a group (10 3,780,963 20.6%
persons)(2)
--------------------------------------- -------------------------------------------------- --------------------------------
</TABLE>
--------------------------
(1) For the purpose of calculating this percentage, the outstanding shares do
not include an aggregate of 1,015,420 shares issued in connection with
acquisitions that are being held in escrow. See note 16 to our consolidated
financial statements included under Item 17.
(2) Includes the key managers identified under Item 10 who are not officers.
Item 5. Nature of Trading Market
Our common shares are (1) traded on the Toronto Stock Exchange under the
symbol "BKI" and (2) quoted on the Nasdaq National Market under the symbol
"BTGL." Our shares were listed on the Toronto Stock Exchange on March 1, 1998,
and on the Nasdaq National Market on August 21, 2000. From August 9, 1994, until
May 6, 1998, our common shares were traded on the Alberta Stock Exchange.
The following table sets forth, for each of the fiscal quarterly periods
indicated, the high and low closing prices of our common shares as reported by
the Toronto Stock Exchange.
<TABLE>
<CAPTION>
---------------------------------------------------- ------------------------- -------------------------
High Low
---------------------------------------------------- ------------------------- -------------------------
Fiscal year ended March 31, 1999 (Cdn. $)
--------------------------------
---------------------------------------------------- ---------------------------------------------------
<S> <C> <C>
First quarter $1.76 $1.25
---------------------------------------------------- ------------------------- -------------------------
Second quarter 1.48 1.20
---------------------------------------------------- ------------------------- -------------------------
Third quarter 1.55 1.15
---------------------------------------------------- ------------------------- -------------------------
Fourth quarter 1.45 1.20
---------------------------------------------------- ------------------------- -------------------------
Fiscal year ended March 31, 2000
---------------------------------------------------- ------------------------- -------------------------
First quarter 1.55 1.00
---------------------------------------------------- ------------------------- -------------------------
Second quarter 3.85 1.40
---------------------------------------------------- ------------------------- -------------------------
Third quarter 12.50 4.00
---------------------------------------------------- ------------------------- -------------------------
Fourth quarter 17.20 8.00
---------------------------------------------------- ------------------------- -------------------------
</TABLE>
As of August 23, 2000, there were approximately 71 record holders of our
common shares. Based on a review of the addresses of such holders, as of such
date, 18 recordholders, holding approximately 25% of the outstanding ordinary
shares, were residents of the United States.
Item 6. Exchange Controls and Other Limitations Affecting Security Holders
There is no law, governmental decree or regulation in Canada that restricts
the export or import of capital, or which would affect the remittance of
dividends or other
18
<PAGE>
payments by us to non-resident holders of our common shares, other than
withholding tax requirements. See Item 7--"Taxation."
There are no limitations imposed by Canadian law or our memorandum and
articles on the right of non-residents of Canada to hold or vote our common
shares, other than those imposed by the Investment Canada Act (Canada). Under
this legislation, the acquisition of control of our company by a non-Canadian
would be subject to government review, if the value of our assets at the time
exceeds a threshold amount which is adjusted annually to reflect inflation and
the Canadian real growth rate. Currently, the threshold amount is $192 million
where the acquiror is a national or permanent resident of the United States or
another country which is a member of the World Trade Organization. The review
threshold is currently $5 million for acquisitions of control by other
non-Canadians. A reviewable acquisition may not proceed unless the government
review concludes there is likely to be net benefit to Canada from the
transaction.
The acquisition of a majority of our voting shares is deemed to be an
acquisition of control. The acquisition of less than a majority but one-third or
more of our voting shares is presumed to be an acquisition of control unless the
acquiror can establish that there is no control in fact by the acquiror through
the ownership of voting shares. The acquisition of less than one-third of our
voting shares is deemed not to be an acquisition of control. Share acquisitions
in the ordinary course of an acquiror's business as a trader or dealer in
securities are exempt from review under this legislation.
Item 7. Taxation
Certain Canadian Federal Income Tax Considerations Applicable to U.S. Residents
The following is a summary of the principal Canadian federal income tax
considerations generally applicable to a person who is a U.S. Holder. In this
summary, a "U.S. Holder" means a person who, for the purposes of the Canada -
United States Income Tax Convention (1980) (the "Convention"), is a resident of
the United States and who, for the purposes of the Income Tax Act (Canada) (the
"Canadian Tax Act"), deals at arm's length with our company, does not use or
hold and is not deemed to use or hold our common shares in carrying on business
in Canada and who holds his common shares as capital property. Generally, our
common shares will be considered to be capital property to a U.S. Holder,
provided the U.S. Holder does not hold the common shares in one or more
transactions considered to be an adventure or concern in the nature of trade.
This summary is not applicable to a U.S. Holder that is a "financial
institution" for purposes of the mark-to-market rules in the Canadian Tax Act
nor to Insurers who carry on an insurance business in Canada and elsewhere whose
common shares are "designated insurance property."
The summary is based upon the Convention, the current provisions of the
Canadian Tax Act, the regulations thereunder, and proposed amendments to the
Canadian Tax Act and regulations publicly announced by or on behalf of the
Minister of Finance, Canada, prior to the date hereof. It does not otherwise
take into account or anticipate any changes in law, whether by legislative,
governmental or judicial decision or action. The discussion does not take into
account the tax laws of the various provinces or territories of Canada. It is
intended to be a general description of the Canadian federal income tax
19
<PAGE>
considerations and does not take into account the individual circumstances of
any particular shareholder. This summary is of a general nature only and U.S.
Holders should consult their own tax advisors with respect to the income tax
consequences to their holding and disposing of our common shares having regard
to their particular circumstances.
Dividends
US. Holders generally will be subject to a 15% withholding tax on the gross
amount of dividends paid or credited or deemed to be paid or credited to them by
our company. However, in the case of a U.S. holder that is a corporation which
beneficially owns at least 10% of the voting stock of our company, the
applicable withholding tax rate on dividends is 5%.
A purchase of our common shares by our company (other than a purchase in
the open market in the manner in which shares are normally purchased by a member
of the public) will give rise to a deemed dividend equal to the amount paid by
our company on the purchase in excess of the paid-up capital of such shares,
determined in accordance with the Canadian Tax Act. Any such deemed dividend
will be subject to non-resident withholding tax, as described above, and will
reduce the proceeds of disposition to a holder of our common shares for the
purposes of computing the amount of his capital gain or loss arising on the
disposition.
Gains on Disposition of Our Common Shares
Under the provisions of the Convention, a U.S. Holder generally will not be
subject to Canadian federal income tax on any capital gain realized upon the
disposition of his common shares, provided that the value of the common shares
is not derived principally from real estate situated in Canada, as determined at
the time of the disposition. We believe that our common shares currently do not
derive their value principally from such real estate.
However, under the Convention, even if our common shares do not derive
their value principally from Canadian real estate, Canada reserves the right to
tax a capital gain of a U.S. resident individual, if (1) the individual was a
resident of Canada for 120 months during any period of 20 consecutive years
preceding the disposition and was a resident of Canada at any time during the 10
years immediately preceding the disposition, (2) the common shares (or any
shares for which they were substituted in a non-recognition transaction) were
owned by the individual when he or she ceased to be a resident of Canada, and
(3) the common shares are "taxable Canadian property." Our common shares will be
taxable Canadian property of a person if, at any time in the 60 month period
immediately proceeding the disposition of our common shares by that person, that
person or persons with whom that person does not deal at arm's length, or that
person together with such other persons owned (or had an interest in, or an
option to, acquire) 25% or more of our common shares or shares of any other
class or series of stock of our company.
20
<PAGE>
Item 8. Selected Financial Data
Selected Financial Information
We prepare our financial statements in accordance with Canadian generally
accepted accounting principles, known as Canadian GAAP, and report in Canadian
dollars. These principles conform in all material respects with U.S. generally
accepted accounting principles, known as U.S. GAAP, except as described in note
19 to our consolidated financial statements. The financial information set out
below is presented in Canadian dollars. You should read the information
presented below in conjunction with our consolidated financial statements
included elsewhere in this Report and Item 9- "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
During the periods presented below, we completed certain acquisitions. The
accounts of the acquired businesses are included in our financial statements
from their respective acquisition dates. In view of the fact that our operating
results for the periods presented below were impacted by acquisitions, we
believe that the results of operations for the years presented are not directly
comparable. See note 3 of the notes to our consolidated financial statements
included elsewhere in this Report.
21
<PAGE>
<TABLE>
<CAPTION>
(dollars in thousands, except per share data)
----------------------------------------------------------------------------------------------------------
(Cdn $)
----------------------------------------------------------------------------------------------------------
Year Ended March 31,
----------------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------
Statement of Operations Data:
----------------------------------------------------------------------------------------------------------
Canadian GAAP
----------------------------------------------------------------------------------------------------------
Sales $136,323 $133,303 $70,811 $50,110 $22,932
----------------------------------------------------------------------------------------------------------
Gross margin 17,388 17,691 14,401 9,099 5,489
----------------------------------------------------------------------------------------------------------
Net (loss) earnings for the period (429) 515 797 838 323
----------------------------------------------------------------------------------------------------------
Earnings (loss) per common share (0.04) 0.03 0.06 0.06 0.04
----------------------------------------------------------------------------------------------------------
U.S. GAAP
----------------------------------------------------------------------------------------------------------
Net earnings (loss) (658) (63) (479)
----------------------------------------------------------------------------------------------------------
Net earnings (loss) attributable to (811) (226) (284)
shareholders after deduction of
preferred dividends
----------------------------------------------------------------------------------------------------------
Basic and fully diluted earnings (0.06) (0.02) (0.03)
(loss) per common share
----------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
------------------------------------ ---------------------------------------------------------------------
(Cdn $)
------------------------------------ ---------------------------------------------------------------------
Balance Sheet Data: As of March 31,
------------------------------------ ---------------------------------------------------------------------
2000 1999 1998 1997 1996
------------------------------------ -------------- ------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Canadian GAAP
------------------------------------ -------------- ------------- ------------- ------------ -------------
Total assets $61,529 $50,743 $32,500 $19,926 $11,725
------------------------------------ -------------- ------------- ------------- ------------ -------------
Long-term debt 1,872 2,285 881 115 111
------------------------------------ -------------- ------------- ------------- ------------ -------------
Total liabilities 40,387 44,074 26,657 14,042 7,123
------------------------------------ -------------- ------------- ------------- ------------ -------------
Shareholders' equity 21,142 6,669 5,842 5,884 4,602
------------------------------------ -------------- ------------- ------------- ------------ -------------
U.S. GAAP
------------------------------------ -------------- ------------- ------------- ------------ -------------
Total assets 59,777 48,733 31,128
------------------------------------ -------------- ------------- ------------- ------------ -------------
Long-term debt 1,872 2,285 881
------------------------------------ -------------- ------------- ------------- ------------ -------------
Total liabilities 40,387 44,018 26,657
------------------------------------ -------------- ------------- ------------- ------------ -------------
Shareholders' equity 19,390 4,715 4,471
------------------------------------ -------------- ------------- ------------- ------------ -------------
</TABLE>
Exchange Rates
The table below sets forth, for each of the periods indicated, the
following information: concerning the exchange rate between the Canadian dollar
and the US dollar:
o the high and low exchange rate during the period;
o the exchange rate at the end of the period; and
o the average of the exchange rates in effect on the last day of each
month during the period.
The exchange rate represents one Canadian dollar expressed in United States
dollars. The exchange rate as of any date is based on the noon buying rate in
New York
22
<PAGE>
City for cable transfers as certified for customs purposes by the Federal
Reserve Bank of New York.
<TABLE>
<CAPTION>
(US dollars per Cdn. $1.00)
-------------------------------------------------- ------------ ---------- ---------- ---------------------
Period High Low End Average
-------------------------------------------------- ------------ ---------- ---------- ---------------------
<S> <C> <C> <C> <C>
Fiscal year ended March 31, 1996 0.7527 0.7144 0.7334 0.7336
-------------------------------------------------- ------------ ---------- ---------- ---------------------
Fiscal year ended March 31, 1997 0.7513 0.7228 0.7228 0.7345
-------------------------------------------------- ------------ ---------- ---------- ---------------------
Fiscal year ended March 31, 1998 0.7317 0.6832 0.7052 0.7132
-------------------------------------------------- ------------ ---------- ---------- ---------------------
Fiscal year ended March 31, 1999 0.6860 0.6423 0.6626 0.6651
-------------------------------------------------- ------------ ---------- ---------- ---------------------
Fiscal year ended March 31, 2000 0.6969 0.6632 0.6879 0.6795
-------------------------------------------------- ------------ ---------- ---------- ---------------------
</TABLE>
As of September 15, 2000, the noon buying rate in New York City for cable
transfers in Canadian dollars was Cdn.$1.00 equals US$0.6737.
Dividends
We have never paid any dividends on our common shares and have no plans to
do so in the foreseeable future.
23
<PAGE>
Item 9. Management's Discussion and Analysis of Financial Condition and Results
of Operations
You should read the discussion below together with our consolidated
financial statements and the related notes which are included elsewhere in this
Report.
General Information Concerning Our Financial Statements and Reporting Currency
We are incorporated under the laws of the Province of Alberta, Canada, and
our financial statements are presented in Canadian dollars and in accordance
with the generally accepted accounting principles of Canada. Although our
financial statements are in Canadian dollars, our operations are principally in
New Zealand and Australia and, accordingly, our operating subsidiaries maintain
their books and records in Australian or New Zealand dollars, as appropriate.
When we prepare our financial statements, the accounts of our foreign
subsidiaries are translated into Canadian dollars. These translations may result
in gains or losses, which are recorded as a separate component of shareholders'
equity captioned "Foreign Currency Translation Reserve."
Unless otherwise indicated, all dollar amounts appearing in this Report
represent Canadian dollars.
Our fiscal year begins on April 1 of each calendar year and ends on March
31.
Certain Information Concerning Our Business Lines
General
We are engaged in several business lines. In Note 13 of our consolidated
financial statements, we provide certain segment information. Our principal
segments, as reported in such note, are identified below:
1. Vendor Services (formerly called Sales and Distribution). This
segment includes our business of distributing telecommunication and
computer-based technology products.
2. Professional Services. This segment includes our business of
providing computer consulting services.
3. Application Development. This segment includes our business of
developing and marketing proprietary software applications or services
based on these applications
4. Application Hosting (formerly Technical Services and expected to be
renamed Online Services). The historical revenues of this segment relate to
our business of furnishing of certain technical services such as repair of
cellular telephones and custom design of wireless telecommunication
products. As described in Item 1-"Description of Business," we plan to
enter into certain new businesses that involve furnishing computer
maintenance and other services online. We plan to add these new businesses,
if and when they commence, to this segment.
For additional information concerning our business lines, see Item
1-"Business-Additional Information Concerning Our Principal Business Lines" and
note 13 to our consolidated financial statements included elsewhere in this
report.
24
<PAGE>
Additional Information Concerning Our Vendor Services Segment
The great majority of our revenues to date have been attributable to our
Vendor Services segment (i.e., our distribution business). More specifically,
revenues from our Vendor Services segment represented approximately 93%, 94% and
96% of our total revenues during the years ended March 31, 2,000, 1999 and 1998,
respectively.
Our entire business relating to the distribution of wireless
telecommunication products is governed by an agreement that we have with Telecom
New Zealand ("Telecom"), which is New Zealand's largest telecommunications
carrier. In the year ended March 31, 2000, sales governed by this agreement
accounted for approximately 44.8% of our total revenues.
Under our agreement with Telecom, we share with Telecom the activities and
risks associated with our business of distributing wireless telecommunication
products in New Zealand. This sharing arrangement includes the following terms.
We are responsible for ordering and maintaining inventory, carrying out
marketing activities and initiating and completing sales. Telecom is required to
protect us against certain of the risks associated with the distribution
function, including inventory obsolescence and bad debts. In exchange for
Telecom assuming these risks, we are required to limit our gross profit from the
distribution of wireless telecommunication hardware products to a level that is
lower than the typical margin in our industry Our gross profit margin from the
sale of telecommunication products was approximately 7.4% during the year ended
March 31, 2,000. For additional information concerning our agreement with
Telecom, see Item 1-"Business--Additional Information Concerning Our Principal
Business Lines--Distribution."
Additional Information Concerning Our Application Development Segment
Since fiscal 1998, we have been devoting substantial resources to
developing our own proprietary software applications. The table below shows for
the periods indicated (1) the amount of research and development costs that we
recorded as an expense during the period and (2) the amount of development costs
that we deferred in accordance with generally accepted accounting principles of
Canada. Deferred development costs are reflected as an asset on our balance
sheet. These deferred costs are amortized over the expected life of the related
product, commencing with commercial production or use of the product. For
additional information concerning the accounting treatment of our research and
development costs, see notes 2 and 5 of the notes to our consolidated financial
statements included elsewhere herein.
-------------------------------- -----------------------------------------------
(Cdn $)
-------------------------------- -----------------------------------------------
Year Ended March 31,
-------------------------------- --------------- ------------ ------------------
2000 1999 1998
-------------------------------- --------------- ------------ ------------------
Research and development costs $2,344,229 $1,904,705 $1,556,572
recorded as expense
-------------------------------- --------------- ------------ ------------------
Development costs deferred 841,771 883,295 521,428
-------------------------------- --------------- ------------ ------------------
Our research and development expenditures have generally been intended to
provide benefits in future periods, as we commercialize our products, rather
than to
25
<PAGE>
provide benefits in the period in which incurred. As a result, these
expenditures have negatively impacted our results of operations.
Information Concerning Acquisitions
We have completed 11 acquisitions since our formation in 1993, including
five that were completed during our last three fiscal years. For additional
information concerning our acquisitions, see Item 1-"Description of
Business-Acquisitions." Because our results for these periods have been impacted
by acquisitions, we believe that these results are not directly comparable.
Information Concerning Equity Investment in Associated Company
In 1998, we acquired a 20% equity interest in a start-up company called
Highway Technology Limited. Highway Technology has developed, and is seeking to
commercialize, a product for remotely tracking the changing location of a moving
motor vehicle. Highway Technology also provides certain financial and technical
consulting services. In connection with acquiring our interest in Highway
Technology, we agreed to lend to Highway Technology up to a maximum of $1.1
million. As of March 31, 2000, our loans to Highway Technology amounted to $1.0
million. Our investment in Highway Technology (net of our proportionate share of
losses), including these loans, are reflected on our balance sheet as
"Investment in Associated Company."
Highway Technology has incurred losses to date. Our proportionate share of
these losses is reflected on our statement of earnings as "Equity accounted
losses of associated company."
We provide certain consulting services to Highway Technology in exchange
for a fee. The aggregate fees charged by us to Highway Technology amounted to
$226,466 and $40,669 in the years ended March 31, 1999 and March 31, 2000,
respectively. These fees are included in our revenues for the appropriate
period.
Reconciliation with US GAAP
We prepare our financial statements in accordance with Canadian generally
accepted accounting principles, known as Canadian GAAP. These principles differ
in certain respects from United States generally accepted accounting principles,
known as US GAAP. Note 19 of our consolidated financial statements describes
certain of these differences and shows how the application of US GAAP would have
affected our net income and certain other items on our earnings statement and
balance sheet. As set forth in such note, under US GAAP, we would have had (i) a
net loss of $658,000 for the year ended March 31, 2000 (compared with a net loss
of $429,000 shown on our earnings statement) and (ii) a net loss of $63,000 for
the year ended March 31, 1999 (compared with net income of $515,000 shown on our
earnings statement). The principal reason for this difference is that under US
GAAP the research and development costs that we deferred are required to be
recorded as an expense. For additional information, see note 19 of our
consolidated financial statements included elsewhere herein.
26
<PAGE>
Results of Operations
Fiscal Years Ended March 31, 2000 and 1999
Revenues. Our revenues were approximately $136.3 million during our fiscal
year ended March 31, 2000 ("Fiscal 2000"), representing an increase of
approximately 2.3% over our revenues of approximately $133.3 million during our
fiscal year ended March 31, 1999 ("Fiscal 1999"). Our Vendor Services segment
(i.e., our distribution business) accounted for approximately 93% of our total
revenues during Fiscal 2000 and 94% during Fiscal 1999.
The small increase in revenues for Fiscal 2000 principally reflected the
net effect of the following:
1. Revenues in Australia from the distribution of computer-based
technology products increased by approximately $26 million. This
increase reflected a combination of internal growth and growth from
acquisitions of approximately $9 million
2. Revenues in New Zealand from the distribution of computer-based
technology products decreased by approximately $4.6 million. This
decrease principally reflected the fact that, when the Digital
Equipment Corporation was acquired by Compaq in June 1998, we lost the
exclusive right to distribute Digital personal computers in New
Zealand. In addition, revenues were negatively impacted towards the
end of calendar year 1999 and early calendar year 2000, as some
customers reduced their purchase levels due to concern over Year 2000
issues.
3. Revenues in New Zealand from the distribution of wireless
telecommunication products decreased by approximately $14 million.
This decrease primarily reflected the fact that a new competitor,
Cellect Distribution Warehouse, entered the market in February 1999.
During the periods under discussion, the revenues from our other business
segments were approximately as follows: (i) Professional Services ($5.5 million
in Fiscal 2000 and $3.5 million in Fiscal 1999); (ii) Application Development
($1.4 million for Fiscal 2000 and $2.1 million for Fiscal 1999); and (iii)
Application Hosting ($2.7 million for Fiscal 2000 and $2.7 million for Fiscal
1999).
During Fiscal 1999, substantially all of the revenues relating to our
proprietary software applications were attributable to certain call center
services that we provide for a fee. These services are provided using our
proprietary software and, accordingly, revenues from these service are
classified as being part of our Application Development business.
Gross Margin. Our gross margin as a percentage of revenues was 12.8% in
Fiscal 2000 and 13.3% for Fiscal 1999. The decrease in our gross margin as a
percentage of revenues in Fiscal 2000 was attributable to the changes described
below relating to our equipment leasing activity and the associated change in
the required accounting treatment of these activities.
27
<PAGE>
We sometimes arrange financing for customers that wish to finance their
equipment purchases by means of a financing lease. In these instances, we act as
an intermediary by arranging for an independent finance company to provide the
financing. Until March 1999, we assumed certain personal liability to the
finance company with respect to these lease obligations. As a result, the
accounting treatment for these finance leases was to include the revenues from
these leases in our reported revenues and to include the depreciation and
interest expenses related to these leases in our reported expenses. In March
1999, the agreements governing our equipment leasing activities were changed to
eliminate the personal liability that we theretofore had to the finance company
with respect to these lease obligations. As a result of this change, we now
essentially serve as a conduit for third party finance companies and the
accounting treatment for these leases has been changed to reflect this
arrangement. More specifically, since the date of this change, neither the
revenues nor expenses related to these leases are included in our financial
statements. (For additional information, see note 7 to our consolidated
financial statements included elsewhere herein.) The fact that the revenues
attributable to our equipment leasing activity was included in our Fiscal 1999
revenues and not in our Fiscal 2000 revenues is the reason for the decrease in
our gross margin as a percentage of revenues in Fiscal 2000 compared with Fiscal
1999. Had these revenues not been included in both periods our gross margin as a
percentage of revenues would have been 12.8% in Fiscal 2000 and 12.6% in Fiscal
1999.
Set forth below is certain information concerning the gross margin of our
business segments:
1. The gross margin of our Vendor Services segment increased to 9.2%
of revenues in Fiscal 2000 from 9.1% in Fiscal 1999. This
increase was attributable to the changes described above relating
to our equipment leasing activity and the associated change in
the required accounting treatment of these activities.
2. The gross margin of our Professional Services segment increased
to 41.5% of revenues in Fiscal 2000 from 36.1% in Fiscal 1999.
This increase primarily reflected the fact that we expanded into
the Australian market in calendar 1999 and were able to achieve
higher margins in this market.
3. The gross margin of our Application Development segment decreased
to 51.1% of revenues in Fiscal 2000 from 59.8% for Fiscal 1999,
principally reflecting higher costs in connection with our call
center operation.
4. The gross margin of our Application Hosting segment decreased to
62.8% of revenues in Fiscal 2000 from 73% in Fiscal 1999,
reflecting higher costs.
Operating Expenses. Our operating expenses increased to $17.7 million, or
13.0% of revenues, in Fiscal 2000, from $16.8 million, or 12.6% of revenues, in
Fiscal 1999. Our operating expenses in Fiscal 2000 included approximately $2.3
million of
28
<PAGE>
expenses related to the development of proprietary software applications (not
including capitalized expenditures) up from $1.9 million in Fiscal 1999.
As described above, in March 1999, the agreements governing our equipment
leasing activities were changed and, as a result, the accounting treatment for
these activities were changed. More specifically, since the date of this change,
neither the revenues nor expenses related to our equipment leasing activities
are included in our financial statements. (For additional information, see note
7 to our consolidated financial statements included elsewhere herein.)
Consequently, the revenues and expenses from these activities are included in
our revenues and expenses for Fiscal 1999 but not for Fiscal 2000. Had these
revenues and expenses been excluded in both periods, our operating expenses as a
percentage of revenues would have been 13.0% in Fiscal 2000 and 12.0% in Fiscal
1999.
Set forth below is additional information concerning certain components of
the operating expenses:
1. Depreciation and Amortization. These expenses decreased to $1.8
million, or 1.3 % of revenues, in Fiscal 2000 from $2.0 million,
or 1.5% of revenues, in Fiscal 1999. For the reasons described
above, the depreciation expenses associated with our equipment
leasing activities were included in our expenses for Fiscal 1999
but not for Fiscal 2000. This change was the reason that our
depreciation and amortization expenses decreased in Fiscal 2000
compared with Fiscal 1999. (For additional information, see note
7 to our consolidated financial statements included elsewhere
herein.) The decrease attributable to the foregoing factor was
largely offset by an increase in the amortization of deferred
development costs (which increased to $500,518 in Fiscal 2000
from $152,355 in Fiscal 1999).
2. Net interest expense. Our net interest expense decreased to $1.1
million in Fiscal 2000 from $1.4 million in Fiscal 1999. This
decrease was primarily attributable to the following factors: (1)
for the reasons discussed above, the interest expenses associated
with our equipment leasing activities were included in our
expenses for Fiscal 1999 but not for Fiscal 2000 and (2) the
funding facility for our Vendor Services segment was renegotiated
in Fiscal 2000, resulting in a reduction in the interest rate
payable. The foregoing factors more than offset the additional
interest expense that we began incurring in October 1998, when we
obtained long-term mortgage financing in connection with the
purchase of our new headquarters facility.
3. Salaries and Commissions. These expenses increased to $8.9
million, or 6.5% of revenues, in Fiscal 2000, from $6.3 million,
or 4.7% of revenues, in Fiscal 1999. This increase was
principally attributable to growth in headcount throughout the
organization due to acquisitions and additional hiring to support
internal growth, product development and associated
administration. In addition, a number of the personnel that we
recruited for our Professional Services and Application
Development segments,
29
<PAGE>
being highly skilled and in great demand, required remuneration
above the levels that we have generally paid.
4. Other Operating Expenses. These expenses were $5.9 million, or
4.3% of revenues, in Fiscal 2000 and $7.0 million, or 5.3% of
revenues, in Fiscal 1999. This decrease was primarily due to
economies of scale achieved as our business grew and the
elimination of duplicative costs at acquired companies.
Operating (Loss) Income. We had an operating loss of $348,672 in Fiscal
2000 compared with a profit of $879,135 in Fiscal 1999, primarily reflecting the
increase in operating expenses as a percentage of revenues discussed above.
Equity accounted losses of associated company. These losses amounted to
$83,180 in Fiscal 2000 and $91,330 in Fiscal 1999. These losses represent our
share of the losses of Highway Technology, a company in which we have a 20%
equity interest.
Fiscal Years Ended March 31, 1999 and 1998
Revenues. Our revenues were approximately $133.3 million during Fiscal
1999, representing an increase of 88.3% over our revenues of approximately $70.8
million during our fiscal year ending March 31, 1998 ("Fiscal 1998"). Our Vendor
Services segment accounted for approximately 94% of our total revenues during
Fiscal 1999 and 96% during Fiscal 1998.
The increase in our revenues in Fiscal 1999 principally reflected the net
effect of the following:
1. Revenues in Australia from the distribution of computer-based
technology products increased by approximately $9.8 million. This
increase was principally due to internal growth. In addition, an
acquisition that we completed in February 1999 contributed
approximately $0.8 million to Fiscal 1999 revenues.
2. Revenues in New Zealand from the distribution of computer-based
technology products decreased by approximately $8.0 million. This
decrease principally reflected the fact that, when the Digital
Equipment Corporation was acquired by Compaq in June 1998, we lost the
exclusive right to distribute Digital personal computers in New
Zealand.
3. Revenues in New Zealand from the distribution of wireless
telecommunication products increased by approximately $61.4 million.
This increase principally reflected growth in the market for these
products. In addition, this increase reflected the fact that we first
entered this business in the middle of Fiscal 1998 (i.e. in October
1997), when we were awarded the contract to exclusively distribute
cellular products on behalf of Telecom New Zealand. Thus, we were in
this business for only half of Fiscal 1998 and all of Fiscal 1999.
During the periods under discussion, our revenues from our other
business segments were approximately as follows; (i) Professional Services ($3.5
million for Fiscal 1999 and zero for Fiscal 1998); (ii) Application Development
($2.1 million for
30
<PAGE>
Fiscal 1999 and $0.6 million for Fiscal 1998); and (iii) Application Hosting
($2.6 million for Fiscal 1999 and $2.3 million for Fiscal 1998).
Gross Margin. Our gross margin as a percentage of revenues was 13.3% in
Fiscal 1999 and 20.3% in Fiscal 1998. As described above, due to certain changes
in March 1999 relating to our equipment leasing activities, the revenues and
expenses associated with these activities are no longer reported in our revenues
and expenses. Consequently, the revenues and expenses associated with these
activities are included in our revenues and expenses for Fiscal 1999 and Fiscal
1998, but not for Fiscal 2000. Had these revenues and expenses been excluded in
Fiscal 1999 and 1998, our gross margin as a percentage of revenues would have
been 12.6% in Fiscal 1999 and 19.1% in Fiscal 1998.
Set forth below is certain information concerning the gross margin of our
business segments:
1. The gross margin of our Vendor Services segment decreased to 9.1%
of revenues in Fiscal 1999 from 15.5% in Fiscal 1998. This
decrease primarily reflected the following: (i) wireless
telecommunication products, which have a lower margin than
computer-based products, accounted for a greater percentage of
the sales mix in Fiscal 1999 than in Fiscal 1998, (ii) the trend
of decreasing margins in the computer products industry continued
in Fiscal 1999 and (iii) after Digital Equipment Corporation was
acquired by Compaq in June 1998, we lost the exclusive right to
distribute Digital personal computers, which led to reduced
margins for this product line.
2. The gross margin of our Professional Services segment was 36.1%
of revenues in Fiscal 1999. We did not have this business in
Fiscal 1998.
3. The gross margin of our Application Development segment increased
to 59.8.% in Fiscal 1999 from 55.6% for Fiscal 1998.
4. The gross margin of our Application Hosting segment was 73.0% in
Fiscal 1999 and 72% in Fiscal 1998. .
Operating Expenses. Our operating expenses were $16.8 million, or 12.6% of
revenues, in Fiscal 1999 and $13.0 million, or 18.4% of revenues, in Fiscal
1998. Our operating expenses in Fiscal 1999 included approximately $1.9 million
of expenses related to the development of proprietary software applications (not
including capitalized expenditures) up from $1.6 million in Fiscal 1998.
Set forth below is additional information concerning certain components of
the operating expenses:
1. Depreciation and Amortization. These expenses increased to $2.0
million, or 1.5% of revenues, in Fiscal 1999 from $1.7 million,
or 2.4% of revenues, in Fiscal 1998. The increase in the dollar
amount of these expenses primarily reflected (i) the growth of
our capital asset base in connection with the growth of our
business, including the purchase of a new headquarters facility
in Fiscal 1999 and the implementation of a new computer system
during this period, and (ii) an increase in the
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<PAGE>
amortization of deferred development costs (which increased to
$152,355 in Fiscal 1999 from $30,915 in Fiscal 1998).
2. Net interest expense. Our net interest expense increased to $1.4
million in Fiscal 1999 from $0.7 million in Fiscal 1998. This
increase primarily reflected increased borrowing required to
support the growth of our Vendor Services segment.
3. Salaries and Commissions. These expenses decreased to $6.3
million, or 4.7% of revenues, in Fiscal 1999, from $6.4 million,
or 9.1% of revenues, in Fiscal 1998. This decrease in percentage
terms reflects the fact that we achieved significant revenue
growth in Fiscal 1999 without a commensurate increase in the
number of our employees.
4. Other Operating Expenses. These expenses were $7.0 million, or
5.3% of revenues, in Fiscal 1999 and $4.2 million, or 5.9% of
revenues, in Fiscal 1998. The increase, in dollar terms, reflects
the significant growth in our operations.
Operating Income. Our operating income decreased to $91,000 in Fiscal 1999
from $80,000 in Fiscal 1998, primarily reflecting the decrease in our gross
margin as a percentage of revenues discussed above.
Equity accounted losses of associated company. These losses amounted to
$0.09 million in Fiscal 1999 and $0.08 million Fiscal 1998. These losses
represent our share of the losses of Highway Technology, a company in which we
have a 20% equity interest.
Liquidity and Capital Resources
Recent Financing Transactions
Set forth below is information concerning certain financing transactions
that we completed subsequent to March 31, 1999:
1. In July 1999, we sold in a private placement 1,000,000 units at a
price per unit of either $1.25 (280,000 units) or $1.00 (720,000
units). Each unit was comprised of (1) a common share and (2) a
warrant to purchase an additional common shares at a price of
$1.25 per share. We received gross proceeds of $1.1 million from
this transaction.
2. In December 1999, we sold in a private placement 1,800,000
special warrants at a price per special warrant of $2.70.
Pursuant to their terms, each of these warrants was exchanged,
without additional consideration, for one common share plus a
warrant to purchase one-half of a common share at a price of
$1.575 per one-half share. We received gross proceeds of $4.9
million from this transaction.
3. In January 2000, we sold in a private placement 1,800,000 special
warrants at a price of $6.25 per special warrant. Pursuant to
their terms, each of these warrants was exchanged, without
additional consideration, for one common share. We received gross
proceeds of $11.3 million from this transaction.
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<PAGE>
Our aggregate net proceeds from the financing transactions described above
amounted to approximately $15.8 million.
Funding of Our Operations
In Fiscal 2000, the cash generated from our business was insufficient to
completely fund the cash outlays associated with our business. More
specifically, our cash from operating activities was approximately negative $5.5
million and our cash from investing activities was approximately negative $1.4
million. We principally funded our cash shortfall from the proceeds of the
financing transactions described above.
At present, the cash generated from our business continues to be
insufficient to completely fund the cash outlays associated with our business.
We continue to fund this shortfall with the remaining proceeds of the financing
transactions described above. As of September 15, 2000, we had cash-on-hand of
approximately $2.5 million . We estimate that that our remaining cash-on-hand
will be sufficient to fund our cash shortfall for an additional three to six
months at the current level of operations. Thereafter, we will require
additional equity or debt financing. Accordingly, we are planning to seek
additional financing in the near future. However, we cannot be certain that any
additional financing will be available or, if available, will be available on
terms that are satisfactory to us. If we are unable to obtain the financing that
we require, our business will be hurt and we will have to substantially curtail
or discontinue our product development efforts and possibly other areas of our
business. To the extent that financing is available, we may seek financing for a
variety of purposes, including (1) continuing and expanding our product
development efforts, (2) marketing our proprietary products and (3) making
additional acquisitions.
Our Accounts Receivable Financing Facility
In July 1999, we obtained a financing facility from The National Bank of
New Zealand that allows us to borrow, on a revolving basis, up to 80% of the
value of the eligible accounts receivable of certain of our subsidiaries in the
Vendor Services segment. The maximum amount that can be outstanding under this
facility at any time is New Zealand $20 million (equivalent to Cdn. $14.5
million, based on the exchange rate on March 31, 2000). Outstanding loans under
this facility bear interest at a floating rate of interest equal to 0.5% above
the bank rate (as defined in the agreement governing this facility). As of
August 31, 2000, the outstanding amount under this facility was $9.2 million.
Certain Balance Sheet Changes.
Set forth below is information concerning certain changes in our March 31,
2000 balance sheet relative to our March 31, 1999 balance sheet.
Our cash increased to approximately $8.6 million at March 31, 2000, from
approximately zero at March 31, 1999. This increase reflects the equity
financing transactions that we completed subsequent to March 31, 1999, as
described above.
Our inventory increased to approximately $20.3 million at March 31, 2000,
from approximately $15.2 at March 31, 1999. This increase reflects the fact that
we increased our inventory in order to support sales growth, particularly in the
Australian market of our Vendor Services segment. We financed this inventory
expansion with a portion of
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<PAGE>
the proceeds of the equity financing transactions described above.
Our accounts payable decreased to approximately $26.5 million at March 31,
2000, from approximately $36.6 million at March 31, 1999. This decrease
principally reflects the fact that we were able to pay down our payables using
(i) a portion of the proceeds from the equity financing transactions described
above and (ii) proceeds from borrowings under our accounts receivable financing
facility.
The outstanding amount under our accounts receivable financing facility
increased to approximately $7.5 million at March 31, 2000, from approximately
$3.2 million at March 31, 1999. This increase principally reflects the fact that
we borrowed under the facility in order to pay down our accounts payables as
described above.
Our working capital increased to approximately $13.6 million at March 31,
2000, from a working capital deficit of approximately $0.2 million at March 31,
1999. This increase in working capital primarily reflects the fact that the
equity financing transactions described above enabled us to increase our cash,
increase our inventories and reduce our accounts payable without a commensurate
increase in liabilities.
Deferred development costs increased to approximately $1.6 million at March
31, 2000, from approximately $1.3 million on March 31, 1999. This increase
principally reflects deferred development costs relating to our Supercession and
Bloodhound products.
Our shareholders' equity increased to approximately $21.1 million at March
31, 2000, from approximately $6.7 million at March 31, 1999. This increase was
attributable to the equity financing transactions described above.
Item 9A. Quantitative and Qualitative Disclosures About Market Risk
We hedge normal trading arrangements when possible, by purchasing using the
currency of sale. For example, New Zealand operations generally purchase in New
Zealand dollars, even for goods supplied from Australia or Asia. However, for
some vendors this is not always possible and, in those situations of significant
risk, we purchase foreign currency risk insurance, particularly where purchases
are made to satisfy specific sales contracts.
Apart from trading arrangements, our key currency exposures relate to the
geographic location of the assets of our operations in New Zealand, Australia
and Canada. During recent times, fluctuations in exchange rates have adversely
impacted the value of our assets when denominated in Canadian dollars.
We have occasionally used a very limited number of forward exchange
contracts and currency options to hedge purchases of inventory in foreign
currencies. Our exchange rate commitments are intended to minimize the exposure
to exchange rate movement risk on the cost of our products and on the price we
are able to sell those products to our customers. We do not use foreign exchange
instruments for trading or any other purpose.
No forward exchange contracts were entered into during Fiscal 1999 or
Fiscal 2000. During Fiscal 1998, the average value of these forward contracts
amounted to New Zealand $1.2 million. These contracts were entered as a hedge
against New Zealand
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<PAGE>
purchases made in Australian dollars. Since then the majority of our major
suppliers have changed from invoicing in their home currency to invoicing in New
Zealand Dollars. This should eliminate our exchange risk on the transactions
and, therefore, eliminates the need for foreign exchange hedging.
The Company has not entered, and therefore does not have any exposure to,
interest rate swaps, commodity prices or other derivative financial instruments.
35
<PAGE>
Item 10. Directors and Officers of Registrant
The table below identifies, and provides certain information concerning,
our directors, executive officers and certain key managers.
<TABLE>
<CAPTION>
------------------------------------------------------ ------------------ -------------------------------------------
Name Age Positions
------------------------------------------------------ ------------------ -------------------------------------------
<S> <C> <C>
Michael B. Ridgway 38 Chief Executive Officer and Director
------------------------------------------------------ ------------------ -------------------------------------------
Casey J. O'Byrne 46 Chairman of the Board and Director
------------------------------------------------------ ------------------ -------------------------------------------
Richard Justice 44 Chief Financial Officer, Chief Operating
Officer and Director
------------------------------------------------------ ------------------ -------------------------------------------
Hal Linstrom 40 Operations Manager*
------------------------------------------------------ ------------------ -------------------------------------------
Richard McLean 37 Vice President, Applications Development
------------------------------------------------------ ------------------ -------------------------------------------
Chris Spring 43 Group Manager, Australia*
------------------------------------------------------ ------------------ -------------------------------------------
Andrew J. Chamberlain 38 Secretary and Director**
------------------------------------------------------ ------------------ -------------------------------------------
Julia A.E. Clarkson 30 Director
------------------------------------------------------ ------------------ -------------------------------------------
Daniel Hachey 41 Director
------------------------------------------------------ ------------------ -------------------------------------------
Robert W. Singer 52 Director
------------------------------------------------------ ------------------ -------------------------------------------
</TABLE>
---------------
* The indicated individual is a key manager but not an officer.
** The indicated individual serves as corporate secretary, but is not an
employee of our company.
Michael B. Ridgway of Auckland, New Zealand, has served as our Chief
Executive Officer and a director since joining our company in December 1994. Mr.
Ridgway joined us following our acquisition of Sealcorp Computer Products
Limited ("Sealcorp"), a distributor of computer-based technology products. Mr.
Ridgway was the founder of Sealcorp and served as Sealcorp's Managing Director
from 1987, when Sealcorp was formed, until December 1994, when we acquired
Sealcorp. Sealcorp is currently a wholly owned subsidiary of our company.
Casey J. O'Byrne of Edmonton, Canada, has been Chairman of our Board of
Directors since November 1998 and a director of our company since our
incorporation in November 1993. Mr. O'Byrne is an attorney and has been
practicing law in Edmonton, Alberta, since 1984. From 1990 until the present, he
has been a partner in the law firm of Tarrabain O'Byrne & Company. Mr. O'Byrne
is a graduate of the University of Cambrensis School of Law in the United
Kingdom.
Richard Justice of Auckland, New Zealand, has served as our Chief Financial
Officer and a director since September 1997 and, in addition, has served as our
Chief Operating Officer since October 1999. From 1993 until September 1997, Mr.
Justice served as Financial Controller of Sealcorp (which has been a wholly
owned subsidiary of our company since December 1994). Prior to joining Sealcorp,
Mr. Justice was a financial consultant (1987 to 1993) and held various
management positions at several
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<PAGE>
distribution companies (1976 to 1987). Mr. Justice has a Master's degree in
Business Administration from Auckland University and is a licensed accountant in
New Zealand.
Hal Linstrom of Auckland, New Zealand, joined our company in February 1995
and has served as our Operations Manager since 2000. From 1995 until 2000, Mr.
Linstrom held various other positions at our company including General Manager
of Mergers and Acquisitions (1995 to 1998) and Chief Operating Officer (1998 to
1999). From 1981 until 1995, Mr. Linstrom held various sales and marketing
management positions.
Richard McLean of Auckland, New Zealand, joined our company in June 1991
and has served as our Vice President, Applications Management, since 1999. From
1991 until 1999, he held various other positions at our company including
National Sales and Marketing manager for Sealcorp New Zealand (1991 to 1992),
General Manager of Sealcorp Australia (1992 to 1998) and Group General Manager
of Information Services (1998 to 1999). For more than nine years prior to
joining our company, Mr. McLean held a variety of sales, marketing and technical
positions at several companies in the printing and publishing industry.
Chris Spring of Sydney, Australia, joined our company in February 1997 and
has served as our Group Manager, Australia, since that time. Prior to joining
our company, Mr. Spring held various sales and management positions within the
information technology industry, which he has been involved with for nineteen
years, including General Manager of OKI Australia (1994 to 1997), General
Manager of Data General Australia (1991 to 1994) and National Sales Manager for
Wang Australia (1989 to 1991).
Andrew J. Chamberlain of Edmonton, Alberta, has been Corporate Secretary of
our company since November 1998 and a director of our company since December
1999. Mr. Chamberlain is an attorney and has been with the law firm of
Chamberlain-Hutchison in Edmonton, Alberta, Canada, since 1997. From 1984 to
1997, Mr. Chamberlain practiced law in Alberta, Canada, with Davies & Co. Mr.
Chamberlain is a graduate of the University of Alberta School of Law.
Julia Clarkson of Boston, Massachusetts, has been a director of our company
since October 1998. Ms. Clarkson is Director of Revenue for a new Internet
portal launched by Imagitas Inc. of Newton, Massachusetts. Prior to Imagitas,
she was with ZOOTS, a dry-cleaning start-up launched by the founders of Staples.
Ms. Clarkson completed her Masters of Business Administration at Harvard
Business School in 1998. She previously held a number of other positions
including: (i) serving as a consultant with Mercer Consulting (formerly
Corporate Decisions Inc.) from 1994 to 1996 and (ii) serving as a financial
analyst in the New York investment banking division of Morgan Stanley from 1992
to 1994.
Daniel Hachey of Toronto, Ontario, has been a director of our company since
January 1998. Mr. Hachey has been with HSBC Securities Canada Inc., a full
service brokerage firm, since 1998 and currently serves as Senior Vice President
and Director, Head of Technology Group, Corporate Finance and Advisory Division.
He previously served as a Senior Vice President and director of Midland Walwyn
Capital Inc. (1993 to 1998).
37
<PAGE>
Robert W. Singer of Lakewood, New Jersey, joined our board of directors in
August 2000. Mr. Singer has served as Assistant Majority Leader of the New
Jersey State Senate since 1997 and has been a member of the New Jersey State
Senate since 1993. He also holds the position of Vice President of Corporate
Relations for Community/Kimball Medical Centers, an affiliate of the St.
Barnabas Health Care System. Mr. Singer is also a director of Health Choice (a
third party administrator for health care claims) and of the New Jersey
Technology Council and is a member of the New Jersey Commission of Science and
Technology.
Directors are elected at each annual meeting of our shareholders and
hold office until the next annual meeting of shareholders and the election and
qualification of their successors. Executive officers are elected by and serve
at the discretion of the board of directors.
38
<PAGE>
Item 11. Compensation of Directors and Officers
Aggregate Compensation of Officers, Key Managers and Directors
During our fiscal year ended March 31, 2000, we paid aggregate cash
compensation to our officers, key managers identified under Item 10, and
directors, as a group, of approximately $550,854. We also granted to this group
stock options to purchase an aggregate of 430,000 of our common shares. See
"--Option Grants to Directors, Officers and Certain Key Managers." The aggregate
value of non-cash compensation (excluding stock options) that we provided to
this group did not exceed 10% of the cash compensation.
Compensation of Certain Officers and Key Managers
The table below shows, for our fiscal year ended March 31, 2000, certain
information concerning the compensation of our Chief Executive officer and the
other officers and key managers of our company who are identified under Item
10--"Directors and Officers of Registrant" (other than Mr. Chamberlain, who
serves as corporate secretary but is not an employee).
<TABLE>
<CAPTION>
Summary Compensation Table for Fiscal Year Ended March 31, 2000
-------------------------------- ----------------------------------------------- ----------------- --------------------
Annual Compensation (Cdn. $) Long Term
Compensation
Awards
-------------------------------- ----------------------------------------------- ----------------- --------------------
Securities Other
Other Annual Underlying Compensation
Salary Bonus Compensation Options(1) (Cdn. $)
-------------------------------- -------------- ------------ ------------------- ----------------- --------------------
<S> <C> <C> <C> <C> <C>
Michael B. Ridgway $41,411 -- $7,309 200,000 --
Chief Executive Officer
-------------------------------- -------------- ------------ ------------------- ----------------- --------------------
Richard Justice 100,617 -- 18,156 118,000 --
Chief Financial and Chief
Operating Officer
-------------------------------- -------------- ------------ ------------------- ----------------- --------------------
Hal Linstrom, 88,138 -- 13,617 50,000 --
Operations Manager
-------------------------------- -------------- ------------ ------------------- ----------------- --------------------
Richard McLean 74,137 -- 13,617 31,000 --
Vice President,
Applications Development
-------------------------------- -------------- ------------ ------------------- ----------------- --------------------
Chris Spring 132,206 -- 19,816 31,000 --
Group Manager, Australia
-------------------------------- -------------- ------------ ------------------- ----------------- --------------------
</TABLE>
(1) This column shows the number of options to purchase our common shares that
were granted to the indicated individual during the fiscal year. The option
granted to Mr. Ridgway provide for an exercise price of $11.25 per share.
The other options granted provide for an exercise price of $1.41 per share.
Compensation of Directors
During our fiscal year ended March 31, 2000, we did not pay any cash
compensation to non-employee directors in their capacity as such. We did,
however, reimburse them for certain expenses related to the performance of their
duties. We also
39
<PAGE>
granted options to certain of these directors. See--"Option Grants to Directors,
Officers and Certain Key Managers"
We are currently paying cash compensation to certain non-employee directors
as follows: (1) we are compensating Daniel Hachey and Julia Clarkson on the
basis of $1,000 for each board meeting and $500 for each committee meeting and
(2) we have agreed to pay Robert W. Singer fees of $70,417 per year.
Option Grants to Directors, Officers and Certain Key Managers
The table below summarizes the options that we granted, during our fiscal
year ended March 31, 2000, to the directors, officers and key managers who are
identified under Item 10--"Directors and Officers of Registrant."
<TABLE>
<CAPTION>
------------------------------ ------------------------------ ----------------- ---------------------------
Name Number of Securities Exercise Price Expiration Date
Underlying Options Granted Per Share
------------------------------ ------------------------------ ----------------- ---------------------------
<S> <C> <C> <C>
Michael B. Ridgway 200,000 $11.25 February 29, 2005
------------------------------ ------------------------------ ----------------- ---------------------------
Casey J. O'Byrne 100,000 11.25 February 29, 2005
------------------------------ ------------------------------ ----------------- ---------------------------
Richard Justice 118,000 1.41 July 2, 2004
------------------------------ ------------------------------ ----------------- ---------------------------
Hal Linstrom 50,000 1.41 July 2, 2004
------------------------------ ------------------------------ ----------------- ---------------------------
Richard McLean 31,000 1.41 July 2, 2004
------------------------------ ------------------------------ ----------------- ---------------------------
Chris Spring 31,000 1.41 July 2, 2004
------------------------------ ------------------------------ ----------------- ---------------------------
Andrew J. Chamberlain 50,000 11.25 February 29, 2005
------------------------------ ------------------------------ ----------------- ---------------------------
Julia A.E. Clarkson _ _
------------------------------ ------------------------------ ----------------- ---------------------------
Daniel Hachey _ _
------------------------------ ------------------------------ ----------------- ---------------------------
Robert W. Singer _ _
------------------------------ ------------------------------ ----------------- ---------------------------
</TABLE>
40
<PAGE>
Item 12. Options to Purchase Securities from Registrant or Subsidiaries
Introduction
The table below shows, as of September 7, 2000, the number of our common
shares that are outstanding or subject to warrants and options.
<TABLE>
<CAPTION>
--------------------------------------------------- --------------------------------------------------------
<S> <C>
Number of shares outstanding (not including 18,326,625
shares held in escrow as described below)
--------------------------------------------------- --------------------------------------------------------
Number of shares held in escrow (as described 1,015,420
under "--Shares Relating to Acquisitions--Shares
held in Escrow")
--------------------------------------------------- --------------------------------------------------------
Number of shares subject to outstanding warrants 2,466,400
--------------------------------------------------- --------------------------------------------------------
Number of shares subject to outstanding options 2,013,000
--------------------------------------------------- --------------------------------------------------------
</TABLE>
Warrants
As of September 7, 2000, there were outstanding warrants to purchase an
aggregate of 2,466,400 of our common shares. Certain information concerning
these warrants is set forth in the table below:
<TABLE>
<CAPTION>
----------------------------------- -------------------------------------- -----------------------------------
Number of Common Shares Subject Exercise Price Per Share (Cdn. $) Expiration Date of Warrants
to Warrants
----------------------------------- -------------------------------------- -----------------------------------
<S> <C> <C>
852,000 1.25 January 16, 2002
----------------------------------- -------------------------------------- -----------------------------------
486,000 3.15 June 15, 2001
----------------------------------- -------------------------------------- -----------------------------------
228,400 6.25 January 21, 2002
----------------------------------- -------------------------------------- -----------------------------------
900,000 3.15 June 15, 2001
----------------------------------- -------------------------------------- -----------------------------------
</TABLE>
Options
As of September 1, 2000, there were outstanding options to purchase an
aggregate of 2,013,000 of our common shares. Certain information concerning
these options is set forth in the table below:
<TABLE>
<CAPTION>
----------------------------------- -------------------------------------- -----------------------------------
Number of Common Shares Subject Exercise Price Per Share (Cdn. $) Expiration Date of Options
to Options
----------------------------------- -------------------------------------- -----------------------------------
<S> <C> <C>
350,000 11.25 February 29, 2005
----------------------------------- -------------------------------------- -----------------------------------
185,000 1.18 December 1, 2001
----------------------------------- -------------------------------------- -----------------------------------
57,000 1.31 December 1, 2001
----------------------------------- -------------------------------------- -----------------------------------
330,000 1.90 November 20, 2002
----------------------------------- -------------------------------------- -----------------------------------
50,000 1.50 November 30, 2003
----------------------------------- -------------------------------------- -----------------------------------
346,000 1.41 July 2, 2004
----------------------------------- -------------------------------------- -----------------------------------
100,000 8.45 August 21, 2005
----------------------------------- -------------------------------------- -----------------------------------
595,000 7.40 March 31, 2005
----------------------------------- -------------------------------------- -----------------------------------
</TABLE>
41
<PAGE>
The table below shows, as of September 1, 2000, the options held by those
persons identified under Item 10--"Directors and Officers of Registrant". (These
options are a subset of the options shown in the table immediately above.)
<TABLE>
<CAPTION>
---------------------------- -------------------------- ----------------------------- ------------------------
Name of Officer or Director Number of Common Shares Exercise Price Per Share Expiration Date of
Subject to Options (Cdn. $) Options
---------------------------- -------------------------- ----------------------------- ------------------------
<S> <C> <C> <C>
Michael B. Ridgway 200,000 11.25 February 29, 2005
---------------------------- -------------------------- ----------------------------- ------------------------
30,000 1.90 November 20, 2002
---------------------------- -------------------------- ----------------------------- ------------------------
Casey O'Byrne 100,000 11.25 February 29, 2005
150,000 1.18 January 12, 2001
57,000 1.31 January 12, 2001
---------------------------- -------------------------- ----------------------------- ------------------------
Richard Justice 118,000 1.41 July 2, 2004
50,000 7.40 March 31, 2005
---------------------------- -------------------------- ----------------------------- ------------------------
Hal Linstrom 70,000 1.90 November 20, 2002
50,000 1.41 July 2, 2004
20,000 7.40 March 31, 2005
---------------------------- -------------------------- ----------------------------- ------------------------
Richard McLean 31,000 1.41 July 2, 2004
20,000 7.40 March 31, 2005
---------------------------- -------------------------- ----------------------------- ------------------------
Chris Spring 31,000 1.41 July 2, 2004
50,000 1.90 November 20, 2002
20,000 7.40 March 31, 2005
---------------------------- -------------------------- ----------------------------- ------------------------
Mike O'Brien 50,000 1.41 July 2, 2004
---------------------------- -------------------------- ----------------------------- ------------------------
Andrew J. Chamberlain 50,000 11.25 February 29, 2005
---------------------------- -------------------------- ----------------------------- ------------------------
Julia Clarkson 50,000 1.50 November 30, 2003
---------------------------- -------------------------- ----------------------------- ------------------------
Daniel Hachey 50,000 1.99 January 26, 2003
---------------------------- -------------------------- ----------------------------- ------------------------
Robert W. Singer 50,000 8.45 August 21, 2005
---------------------------- -------------------------- ----------------------------- ------------------------
</TABLE>
Shares Relating to Acquisitions
Shares Held in Escrow
In connection with a number or our acquisitions, we agreed with the seller
that (1) some or all of the acquisition consideration would be in the form of
our common shares, (2) some or all of such common shares would be placed in
escrow and (3) the number of escrowed shares, if any, that would be released to
the seller would depend on the post-acquisition financial performance of the
acquired company relative to criteria set forth in the acquisition agreement. As
of September 1, 2000, an aggregate of 1,015,420 common shares were being held in
escrow. See notes 3 and 9 to our consolidated financial statements included
under Item 17.
Contingent Share Consideration
In connection with a number of our acquisitions, we agreed with the seller
that the purchase price would depend on the post-acquisition financial
performance of the acquired company over a specified period. Pursuant to these
agreements, we may be required to issue additional common shares as acquisition
consideration. We currently cannot know the number of additional shares that we
will be required to issue, since this number depends on future events. However,
we estimate that maximum number for acquisitions, other than Powercall, will not
exceed 183,994 shares. The maximum
42
<PAGE>
number for the Powercall acquisition cannot be determined because, as discussed
below, this number is linked to the future market price of our common shares.
In connection with our acquisition of Powercall, we agreed to an earn-out.
Under this earn-out, if Powercall achieves certain financial goals, we are
required to issue to the sellers additional common shares of our company having
a specified value. This specified value depends on the financial performance of
Powercall. Under the terms of the earn-out, this specified value could under
certain circumstances be as high as New Zealand $20 million (Cdn. $12.5 million,
based on the September 15, 2000 exchange rate). However, based on Powercall's
financial performance to date, we estimate that the actual amount that we may be
required to pay will not exceed Cdn. $2.0 million and is likely to be
substantially lower. For purposes of paying any required earn-out amount, the
value of our shares is deemed to be the market price of our shares at the time
the payment is required to be made. Because the value of our shares for purposes
of paying the earn-out is linked to the future market price of our common
shares, there is potentially no limit on the number of shares that we may be
required to issue if an earn-out payment is required and the market price of our
common shares should decrease. For example, assuming the required earn-out
payment is Cdn. $2.0 million, then the number of shares we would be required to
issue would be 317,460, if the market price for our common shares was then Cdn.
$6.30 (the market price on September 15, 2000), but would be 1,000,000, if the
market price of our common shares was instead $2.00.
Item 13. Interest of Management in Certain Transactions
Option-Related Loans to Officers
We have, from time to time, made loans to certain of our officers in order
to enable them to purchase our common shares through the exercise of stock
options. The maximum outstanding amount of these loans during the fiscal year
ended March 31, 2000 was $833,402, and, as of March 31, 2000, the outstanding
amount of these loans was $693,753. Each of these option-related loans was made
subject to the following terms: (1) the loans bears interest at a rate between
5% and 14% per annum (except that $339,683 of loans to Richard Justice are
interest-free), (2) the loan is secured by the common shares that were purchased
using the loan proceeds, and (3) the loan is repayable on demand or within 30
days after the borrower ceases to be an employee of our company.
Certain Other Transactions
The law firm of Chamberlain Hutchinson provides legal services to our
company on a regular basis. Andrew J. Chamberlain, who is a director and the
corporate secretary of our company, is the principal of a professional
corporation that is a partner in such firm.
43
<PAGE>
PART III
Item 15. Defaults Upon Senior Securities.
None Reportable
Item 16. Changes in Securities, Changes in Security for Registered securities,
and Use of Proceeds.
None Reportable
Item 17. Financial Statements
Attached. See Item 19(a).
Item 18. Financial Statements
Not applicable
Item 19. Financial Statements and Exhibits
(a) Financial Statements:
See the Index to Consolidated Financial Statements accompanying this report
on page F-1.
(b) Exhibits
1. Agreement in Respect of Cellular Handsets and Other Equipment, dated
November 10, 1997.
2. Agreement Amending Agreement in respect of Cellular Handsets and Other
Equipment, effective December 22, 1999.
3. Salaried Employment Contract with Mike Ridgway, dated April 1, 1997.
4. Package Review for Mike Ridgway, dated October 12, 1999.
5. Salaried Employment Contract with Richard Justice, dated April 1,
1997.
6. Remuneration Review for Richard Justice, dated October 28, 1999.
7. Salaried Employment Contract for Richard McLean, dated August 17,
1998.
8. Remuneration Review for Richard McLean, dated effective August 1,
1999.
9. Salaried Employment Contract with Hal Linstrom, dated February 1,
1998.
10. Remuneration Review for Hal Linstrom, dated October 29, 1999.
11. Letter Agreement between Brocker Investments and Chris Spring, dated
December 30, 1996.
12. Heads of Agreement regarding Generic Technology Limited, dated August
17, 2000.
13. Agreement for Sale and Purchase of Shares relating to Certus Project
Consulting Limited dated September 7, 2000.
44
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
Page F-1
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
I N D E X
<TABLE>
<S> <C>
Auditors' Report Page F-3
Consolidated Balance Sheets Page F-4
Consolidated Statements of Earnings Page F-5
Consolidated Statements of Retained Earnings Page F-6
Consolidated Statements of Movements in Foreign Currency Translation Reserve Page F-6
Consolidated Statements of Cash Flows Page F-7
Notes to Consolidated Financial Statements Page F-8
</TABLE>
Page F-2
<PAGE>
Auditors' report to the directors
We have audited the consolidated balance sheets of Brocker Technology Group Ltd
as at March 31, 2000 and 1999 and the consolidated statements of earnings,
retained earnings, foreign currency translation reserve and cash flows for the
years ended March, 31 2000, 1999 and 1998. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with Canadian and United States generally
accepted auditing standards. Those standards require that we plan and perform an
audit to obtain reasonable assurance whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the company as at March 31, 2000
and 1999 and the results of its operations and its cash flows, for the years
ended March 31, 2000, 1999 and 1998, in accordance with Canadian generally
accepted accounting principles.
Canadian generally accepted accounting principles vary in certain significant
respects from accounting principles generally accepted in the United States.
Application of accounting principles generally accepted in the United States
would have affected results of operations for each of the years in the three
year period ended March 31, 2000 and shareholders' equity as at March 31, 2000,
1999, and 1998 to the extent summarized in note 19 to the consolidated financial
statements.
Chartered Accountants
KPMG Auckland, New Zealand
July 27, 2000
Page F-3
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
CONSOLIDATED BALANCE SHEETS
AS AT MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
Note 2000 1999
$ $
<S> <C> <C> <C>
ASSETS
Current Assets
Cash 8,637,357 -
Accounts receivable 19,068,160 22,909,294
Other receivables 11 2,266,494 1,435,325
Inventories 20,293,533 15,276,865
Prepaid expenses and deposits 154,708 917,009
Income taxes recoverable 791,212 554,538
Future tax assets 10 778,661 366,172
----------- -----------
51,990,125 41,459,203
Deferred Development Costs 5 1,593,621 1,252,368
Capital Assets 4 5,307,852 5,551,068
Investment in Associated Company 6 833,000 604,433
Goodwill (Net of accumulated amortisation
of $1,312,810 ($1,036,327; 1999)) 1,803,957 1,876,325
----------- -----------
$61,528,555 $50,743,397
=========== ===========
LIABILITIES
Current Liabilities
Bank Overdraft - 55,433
Accounts payable 26,467,639 36,648,724
Accrued liabilities 3,824,673 1,596,241
Income taxes payable 430,910 -
Financing facility 8 7,502,880 3,213,122
Current portion of long-term debt 8 203,531 220,028
----------- -----------
38,429,633 41,733,548
Long-Term Debt 8 1,872,229 2,284,578
Future Tax Liability 10 85,077 55,902
----------- -----------
40,386,939 44,074,028
----------- -----------
SHAREHOLDERS' EQUITY
Share Capital 9 21,762,070 5,761,721
Foreign Currency Translation Reserve (1,745,415) (799,084)
Retained Earnings 1,124,961 1,706,732
----------- -----------
21,141,616 6,669,369
----------- -----------
Commitments 16
Contingencies 17
Subsequent Events 18
$61,528,555 $50,743,397
=========== ===========
</TABLE>
See the accompanying notes to the consolidated financial statements.
Page F-4
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
Note 2000 1999 1998
$ $ $
<S> <C> <C> <C> <C>
Revenue
Sales 136,322,933 133,302,640 70,811,220
Cost of Goods Sold 118,934,768 115,611,548 56,410,370
------------ ------------ ----------
Gross Margin 17,388,165 17,691,092 14,400,850
------------ ------------ ----------
Operating Expenses
Depreciation and amortisation 1,782,483 2,010,703 1,692,585
Net interest expense 8 1,122,586 1,409,187 668,845
Salaries and commissions 8,904,799 6,348,910 6,431,431
Other operating expenses 5,926,969 7,043,157 4,225,153
------------ ------------ ----------
Total operating expenses 17,736,837 16,811,957 13,018,014
------------ ------------ ----------
Operating (Loss)/Income (348,672) 879,135 1,382,836
Equity accounted losses of associated company 83,180 91,330 79,953
------------ ------------ ----------
(Loss)/Income before Income Tax Provision (431,852) 787,805 1,302,883
Income Tax Provision 10 (2,824) 272,991 506,067
------------ ------------ ----------
Net (Loss)/Earnings for the year $ (429,028) $ 514,814 796,816
============ ============ ==========
Earnings Per Common Share 9(d) $ (0.04) $ 0.03 0.06
============ ============ ==========
</TABLE>
See the accompanying notes to the consolidated financial statements.
Page F-5
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
2000 1999 1998
$ $ $
<S> <C> <C> <C>
Retained Earnings, Beginning of the year 1,706,732 1,355,240 703,424
Net (Loss)/Earnings for the year (429,028) 514,814 796,816
Discount on redemption of preferred shares -- -- 50,000
Preferred dividends paid (152,743) (163,322) (195,000)
----------- ----------- -----------
Retained Earnings, End of the year $ 1,124,961 $ 1,706,732 $ 1,355,240
=========== =========== ===========
</TABLE>
BROCKER TECHNOLOGY GROUP LTD
CONSOLIDATED STATEMENTS OF MOVEMENTS IN FOREIGN CURRENCY TRANSLATION RESERVE
FOR THE YEARS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999 1998
$ $ $
<S> <C> <C> <C>
Beginning of the year (799,084) (881,364) (82,609)
Difference arising on the translation of
foreign operations (946,331) 82,280 (798,755)
----------- ----------- -----------
End of the year $(1,745,415) $ (799,084) $ (881,364)
=========== =========== ===========
</TABLE>
See the accompanying notes to the consolidated financial statements.
Page F-6
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
CONSOLIDATED CASH FLOW STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
Note 2000 1999 1998
$ $ $
<S> <C> <C> <C> <C>
Cash flows from operating activities
Receipts from customers 138,510,831 124,528,860 62,560,393
Payments to suppliers and employees (142,622,871) (119,790,928) (59,656,639)
Interest paid (1,122,586) (1,338,547) (463,756)
Taxation paid (247,826) (417,742) (970,979)
------------ ------------ -----------
Cash flows from operating activities 14 (5,482,452) 2,981,643 1,469,019
Cash flows from investing activities
Proceeds from the sale of capital assets 44,750 51,597 56,814
Purchase of capital assets (1,086,880) (4,673,881) (1,045,119)
Investment in associated company (356,354) (428,440) (343,066)
Purchase of subsidiaries (33,831) (412,566) (523,181)
------------ ------------ -----------
Cash flows from investing activities (1,432,315) (5,463,290) (1,854,552)
Cash flows from financing activities
Proceeds from share options exercised 261,600 29,500 130,900
Proceeds from shares and warrants issued 15,738,616 -- --
Proceeds from share warrants exercised -- -- 495,000
Proceeds from mortgage finance raised -- 2,428,692 --
Redemption of preferred shares -- -- (543,049)
Repayment of mortgage finance (244,006) (70,745) --
Payment of dividend on preferred shares (152,743) (163,322) (195,000)
------------ ------------ -----------
Cash flows from financing activities 15,603,467 2,224,125 (112,149)
------------ ------------ -----------
Net increase / (decrease) in cash equivalents 8,688,700 (257,522) (497,682)
Cash / (Overdraft) at Beginning of the year (55,433) 205,365 602,233
Translation of cash equivalents to reporting currency 4,090 (3,276) 100,814
------------ ------------ -----------
Cash/(Overdraft) at End of the year 8,637,357 (55,433) 205,365
============ ============ ===========
</TABLE>
See the accompanying notes to the consolidated financial statements.
Page F-7
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
1. BASIS OF PRESENTATION
a) General
Brocker Technology Group Ltd, ("the Company"), was incorporated under the
Business Corporation Act (Alberta) on November 25, 1993, and obtained its
listing on the Alberta Stock Exchange on April 14, 1994.
On February 28, 1998 the Company transferred its listing to the Toronto
Stock Exchange.
These financial statements have been prepared in accordance with the
generally accepted accounting principles of Canada.
b) Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
2. SIGNIFICANT ACCOUNTING POLICIES
a) Principles of Consolidation
The consolidated financial statements include the financial statements
of the Company and all of its subsidiary companies since the dates of
their acquisition. Its wholly owned subsidiaries are as follows:
Brocker Technology Group (NZ) Limited (formerly Brocker
Investments (NZ) Limited)
Brocker Investments (Australia) Pty Limited
Brocker Financial Limited
Sealcorp Computer Products Limited
Sealcorp Telecommunications Group Limited
Sealcorp Australia Pty Limited
Easy PC Computer Rentals Limited
Image Craft Limited
Image Craft Australia Pty Limited (formerly Parilott Pty Limited)
Industrial Communications Service Limited
Photo Magic Limited
Powercall Technologies Limited
Pritech Corporation Limited
Pritech Australia Pty Limited
1 World Systems Limited (formerly Microchannel Limited)
Tech Support Limited
During 1998 Brocker Technology Group Ltd took a 20% founding
shareholding in Highway Technologies Limited. This investment has been
recorded using the equity method.
As at March 31, 2000 the operations of Image Craft Limited, Northmark
Technologies Limited and Photo Magic Limited were amalgamated with
Brocker Technology Group (NZ) Limited.
Page F-8
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
b) Goodwill
The excess of cost over the fair value of identifiable net assets of
subsidiaries acquired is recorded as goodwill and is amortised on a
straight-line basis over its estimated useful life, considered to be
three to ten years. On an ongoing basis, management reviews the
valuation and amortisation of goodwill taking into consideration any
events and circumstances which might have impaired the fair value.
Where an acquisition price is contingent on a future event or events,
no additional goodwill is recognised until the final acquisition price
can be reasonably determined.
c) Foreign Currency
Foreign currency transactions are recorded at the exchange rates in
effect at the date of settlement. Monetary assets and liabilities
arising from trading are translated at closing rates. Gains and losses
due to currency fluctuations on these items are included in the
statement of earnings.
The financial statements of foreign operations are translated to
Canadian dollars using weighted average exchange rates for the year
for items included in the statement of earnings, year end rates for
assets and liabilities included in the balance sheet and historical
rates for equity transactions. The cumulative translation adjustment
represents the deferred foreign exchange gain or loss on the
translation of the financial statements.
The following rates were used in the preparation of the financial
statements:
New Zealand dollar Average rate Rate at March 31
2000 0.7565 0.7238
1999 0.7862 0.7976
1998 0.8833 0.7816
Australian dollar Average rate Rate at March 31
2000 0.9436 0.8903
1999 0.9318 0.9455
1998 1.0055 0.9408
d) Inventories
Inventories principally comprise finished goods and are carried at the
lower of cost and net realisable value. Cost is determined on a
weighted average or first in first out basis.
Page F-9
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
e) Capital Assets
Capital assets are recorded at cost. Depreciation is calculated on a
declining balance basis (except for leasehold improvements where a
straight line basis is used) using the following rates:
Land 0%
Buildings 2%
Office equipment 20%
Vehicles 20 and 26%
Furniture and fixtures 20%
Computer hardware 20 to 30%
Computer software 30 to 40%
Plant and Equipment 20 to 26%
Leasehold improvements 1 to 4 years
Computer hardware held for rental 2 to 3 years
f) Revenue recognition
The Company earns substantially all of its revenue from the sale and
delivery of products to its customers. Revenue is recorded when the
products are shipped to customers.
g) Research and development expenditures
Research costs, other than capital expenditures, are expensed as
incurred. Development costs are expensed as incurred unless they meet
the criteria under generally accepted accounting principles for
deferral and amortisation. Deferred development costs are amortised
over the expected life of the developed product, currently a maximum
of three years.
h) Future Income Taxes
Income taxes are accounted for under the asset and liability method.
Under this method, future tax assets and liabilities are recognised
for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Future tax assets and
liabilities are measured using enacted or substantively enacted tax
rates expected to apply when the asset is realized or the liability
settled. The effect on future tax assets and liabilities of a change
in tax rates is recognised in income in the period that substantive
enactment or enactment occurs.
Change in Accounting Policy
In December 1997, the Canadian Institute of Chartered Accountants
issued Handbook Section 3465, Income Taxes. The standard required a
change from the deferred method of accounting for income taxed under
Handbook Section 3470, Corporate Income Taxes, to the asset and
liability method of accounting for income taxes.
The Company has adopted Section 3465 retroactively with a minor
reclassification of the 1999 balance sheet comparative figures. The
adoption of Section 3465 has had no impact on the earnings for the
year ended March 31, 2000.
Page F-10
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
i) Earnings Per Share
Earnings per share have been calculated based on the weighted average
number of common shares outstanding. The fully diluted earnings per
share have been calculated based on the assumption that all options
would have been exercised.
In both cases, common shares to be issued, or held in escrow, in
respect of the settlement of earn-out consideration in relation to
acquisitions are only taken into account in the calculation of
earnings per share once the number of shares can be reasonably
determined.
j) Stock options
The Company has a stock option plan. When stock options are issued,
the value of the options is not determined or recorded. Any
consideration received on the exercise of stock options is credited to
share capital.
k) Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and balances with
banks, and investments in money market instruments. Cash and cash
equivalents included in the cash flow statement are comprised solely
of balances with banks.
Page F-11
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
3. ACQUISITIONS
2000 Acquisitions
On August 1, 1999 Brocker Technology Group (NZ) Limited acquired Tech
Support Limited for a total cash consideration of $33,831 (NZ$45,000). Tech
Support Limited offers technical support and advice to a wide range of
customers in Auckland, New Zealand.
No additional amounts are payable in respect to this acquisition. The
purchase price may, however, be reduced in the event certain warranties
made by the Vendors do not eventuate.
The acquisition has been accounted for using the purchase method. Net
assets acquired and consideration paid are as follows:
2000
$
Net current assets 37,470
Capital assets 9,555
Net current liabilities (22,822)
Goodwill attributed 9,628
-------
Consideration paid 33,831
=======
--------------------------------------------------------------------------------
1999 Acquisitions
Pritech Corporation Limited
On May 15, 1998 Brocker Technology Group (NZ) Limited acquired Pritech
Corporation Limited ("Pritech") for an initial cash consideration of
$207,609 (NZ$265,620). Pritech is principally involved with software
consultation and knowledge management. Pritech is a Lotus Premium Partner
whose target market is enterprise and government customers in New Zealand
and Australia.
The maximum purchase price payable is based on the profit earned by the
company for the year ended September 30, 1998 at a four times multiple.
Additional consideration, however, is only payable based on the cash
earned, as defined, by Pritech for the years ended September 30, 1999 to
2000, being the earn out period. That is the maximum price must be
subsequently earned by Pritech, during the earn out period, before it is
payable.
Any additional consideration will be satisfied by the issue of common
shares which will be held in escrow until the earn out criteria are met.
This acquisition was accounted for using the purchase method. Net assets
acquired and consideration paid were as follows:
1999
$
Net current assets 472,515
Capital assets 51,987
Net current liabilities (316,893)
Goodwill attributed -
--------
Consideration paid 207,609
========
Page F-12
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
3. ACQUISITIONS (Continued)
1999 Acquisitions (Continued)
--------------------------------------------------------------------------------
1 World Systems Limited (formerly Microchannel Limited)
On June 16, 1998 Brocker Technology Group (NZ) Limited acquired 1 World
Systems Limited ("1 World") for an initial consideration of $81,091
(NZ$103,750). 1 World is principally involved with the distribution,
implementation and support of accounting software.
The maximum purchase price payable is based on the profit earned by 1 World
for the year ended March 31, 1999 at a four times multiple. Additional
consideration, however, is only payable based on the cash earned, as
defined, by 1 World for the years ended March 31, 2000 to 2001, being the
earn out period. That is the maximum price must be subsequently earned by 1
World, during the earn out period, before it is payable.
Any additional consideration will be satisfied by the issue of common
shares which will be held in escrow until the earn out criteria are met.
This acquisition was accounted for using the purchase method. Net assets
acquired and consideration paid were as follows:
1999
$
Net current assets 281,790
Capital assets 43,341
Net current liabilities (182,365)
Term liabilities (61,675)
Goodwill attributed -
--------
Consideration paid 81,091
========
Additional future consideration will be added to goodwill when it becomes
determinable. Additional goodwill of $207,411 has been recognised in
respect of shares determined to be issuable as at March 31, 2000.
--------------------------------------------------------------------------------
QSoft Pty Limited
On February 8, 1999 Sealcorp Australia acquired the net assets of QSoft Pty
Limited ("Qsoft") for a cash consideration of $142,170 (AUD$150,000). QSoft
is a Software Distribution company based in Brisbane Australia.
The net assets acquired were valued at their fair value, and as a result no
goodwill arose on acquisition.
--------------------------------------------------------------------------------
Page F-13
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
3. ACQUISITIONS (Continued)
Motorola Service Contract
During March 1999 Industrial Communications Service Limited acquired the
net assets of a division of Hart Candy in order to fulfil the requirements
of the Motorola Service contract awarded to the company.
This acquisition was accounted for using the purchase method. Net assets
acquired and consideration paid were as follows:
1999
$
Net current assets 8,774
Capital assets 55,677
Net current liabilities (16,595)
Goodwill attributed 47,856
-------
Consideration paid 95,712
=======
--------------------------------------------------------------------------------
1998 Acquisitions
--------------------------------------------------------------------------------
Powercall Technologies Limited
On May 10, 1997 Brocker Technology Group (NZ) Limited acquired the net
assets of Powercall Limited and Powercall Services Limited for an initial
cash consideration of $3,581 (NZ$4,948) and 27,440 common shares. Powercall
Technologies Limited is principally involved with the design and
development of telecommunication systems.
Total purchase price of the entity is based on the lesser of a four times
multiple of the cumulative cash earned by the company for the years ended
March 31, 1998 to 2001 or a twelve times multiple of the profit for the
year ended March 31, 2001. The purchase price is limited to a maximum of
$14.4 million (NZ$20m). An additional one year is then allowed for this
price to be earned out by the company. That is the maximum price must be
subsequently earned by the company, during the earn out period, before it
is payable.
Any additional consideration will be satisfied by the issue of common
shares which will be held in escrow until the earn out criteria are met.
This acquisition was accounted for using the purchase method. Net assets
acquired and consideration paid were as follows:
1998
$
Capital assets 180,582
Net current liabilities (124,556)
Goodwill attributed 7,535
--------
Consideration paid 63,561
========
On November 30, 1998 an additional 98,416 shares were issued in relation to
the acquisition of Powercall, with an attributable value of $172,228. As at
March 31, 2000 there were 103,422 shares due to be issued. These shares
have been valued $152,030 being the market value of these shares as at June
30, 1999 being the date the conditions for their issue were met.
Additional future consideration will be added to goodwill when it becomes
determinable.
Page F-14
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 1999 AND 1998
3. ACQUISITIONS (Continued)
Easy PC Computer Rentals Limited
On July 10, 1997 Brocker Technology Group (NZ) Limited acquired Easy PC
Computer Rentals Limited for an initial cash consideration of $51,522
(NZ$71,183) and 8,128 common shares. In addition an advance on the final
price was paid to the previous shareholders of $108,570 (NZ$150,000). This
amount is repayable to the Company based on the earn out details below, and
is included within prepaid expenses and deposits. Easy PC Computer Rentals
Limited is involved in the rental of computer equipment.
The maximum purchase price payable is based on the profit earned by the
company for the year ended March 31, 1998 at a four times multiple.
Additional consideration, however, is only payable based on the cash earned
by the company for the years ended March 31, 1999 to 2000, being the earn
out period. That is the maximum price must be subsequently earned by the
company, during the earn out period, before it is payable.
Any additional consideration will be satisfied by the issue of common
shares which will be held in escrow until the earn out criteria are met.
This acquisition was accounted for using the purchase method. Net assets
acquired and consideration paid were as follows:
1998
$
Capital assets 248,576
Rental assets, externally financed (Note 7) 1,452,174
Rental finance liability (Note 7) (1,452,174)
Net current liabilities (253,602)
Goodwill attributed 73,846
----------
Consideration paid 68,820
==========
On December 31, 1998 an additional 94,782 shares were issued in relation to
the acquisition of Easy-PC Computer Rentals Limited, with an attributable
value of $165,869.
--------------------------------------------------------------------------------
Image Craft Limited
On December 24, 1997 Brocker Technology Group (NZ) Limited acquired Image
Craft Limited and its subsidiary company Parrilott Pty Limited for an
initial cash consideration of $390,800 (NZ$500,000).
Image Craft Limited and Parrilott Pty Limited are principally involved in
the design and implementation of image processing and storage equipment for
the photographic industry.
This acquisition was accounted for using the purchase method. Net assets
acquired and consideration paid were as follows:
1998
$
Net current assets 65,648
Capital assets 278,372
Goodwill attributed 46,780
-------
Consideration paid 390,800
=======
The maximum purchase price payable was to be based on the profit earned by
the company for the year ended March 31, 1998 at a four times multiple.
However, during the year an additional consideration of $115,110
(NZ$159,036) was accrued in relation to the final settlement.
Page F-15
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
4. CAPITAL ASSETS
2000
-------------------------------------------
Cost Accumulated Net Book
Depreciation Value
Land (Note 8a) 564,564 -- 564,564
Buildings (Note 8a) 2,559,064 110,494 2,448,570
Office equipment
- leased 1,918 782 1,136
- non-leased 448,460 258,070 190,390
Vehicles
- non-leased 99,096 59,655 39,441
Furniture and fixtures
- non-leased 424,424 223,068 201,356
Computer hardware
-leased 34,163 21,010 13,153
-non leased 1,666,874 962,961 703,913
-held for rental 1,220,305 850,910 369,395
Computer software 774,687 172,898 601,789
Plant and Equipment 290,917 183,381 107,536
Leasehold improvements 103,493 36,884 66,609
--------- --------- ---------
8,187,965 2,880,113 5,307,852
========= ========= =========
Page F-16
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
4. CAPITAL ASSETS (Continued)
1999
--------------------------------------------
Cost Accumulated Net Book
Depreciation Value
Land (Note 8a) 622,128 -- 622,128
Buildings (Note 8a) 2,684,411 37,860 2,646,551
Office equipment
- leased 72,260 31,036 41,224
- non-leased 368,147 184,704 183,443
Vehicles
- leased 105,285 69,380 35,905
- non-leased 107,222 45,302 61,920
Furniture and fixtures
- leased 37,456 8,317 29,139
- non-leased 464,038 172,221 291,817
Computer hardware
- non-leased 1,750,998 901,607 849,391
- held for rental 830,688 369,218 461,470
Computer software 156,292 88,467 67,825
Plant and Equipment 316,838 161,297 155,541
Leasehold improvements 147,402 42,688 104,714
---------- ---------- ----------
$7,663,165 $2,112,097 $5,551,068
========== ========== ==========
5. DEFERRED DEVELOPMENT COSTS
<TABLE>
<CAPTION>
2000 1999
$ $
<S> <C> <C>
Development costs deferred as at March 31, 1,252,368 521,428
Development costs deferred during the year ended March 31, 841,771 883,295
--------- ---------
2,094,139 1,404,723
Amortised as at March 31, (500,518) (152,355)
--------- ---------
Development costs deferred as at March 31, 1,593,621 1,252,368
========= =========
</TABLE>
Development costs deferred principally relate to the development of
software applications.
Management has reviewed the status of the projects to which deferred
development costs relate and are satisfied that the recovery of such costs
is reasonably assured. However the eventual recovery of these costs is
ultimately dependent on actual sales volumes being achieved in subsequent
periods and as such recovery is not certain.
Page F-17
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
6. INVESTMENTS
INVESTMENT IN ASSOCIATED COMPANY
During 1998 Brocker Technology Group (NZ) Limited took a 20% founding
shareholding in Highway Technologies Limited. This company has developed
new technology capable of providing transport and highway management,
operation and funding solutions. The Board of Highway Technologies Limited
has identified other sources of revenue in order to reduce the amount owing
to Brocker Technology Group Limited. These sources include the provision of
financial and technical consulting services to parties external to the
Group.
In addition to the investment, Brocker Technology Group (NZ) Limited has
entered an agreement to loan Highway Technologies Limited funds during the
company's establishment phase up to a maximum of $1,085,700. Interest is
payable on these funds at 30% per annum. As at March 31, 2000 amounts
advanced to Highway Technologies Limited amounted to $1,001,270 ($689,523,
1999). No interest has been recorded on the loan for the current year (nil,
1999).
<TABLE>
<CAPTION>
2000 1999
Carrying value of investment $ $
<S> <C> <C>
Initial cost of investment 87,366 87,366
Amounts owing from associate 1,001,270 689,523
Equity accounted losses to date (255,636) (172,456)
----------- ---------
833,000 604,433
========== =========
The financial position of Highway Technologies Limited as
at March 31, is represented as follows:
Net Current Assets* 127 3,718
Net Current Liabilities (including amounts owing to
Brocker Technology Group Limited inclusive
of accrued interest) (1,124,060) (803,523)
----------- ---------
Net Liabilities (1,123,933) (799,805)
=========== =========
</TABLE>
* All research and development expenditure has been expensed.
Management has assessed the recoverability of the funding loan to Highway
Technologies Limited, which is ultimately dependent on the future revenue
stream of the software technology under development and the revenue stream
from consultancy services, and are satisfied on the basis of the current
status of the projects concerned that no impairment provision is required
as at March 31, 2000. Management will continue to assess the need for an
impairment provision in light of the actual revenues generated.
Page F-18
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
7. RENTAL FINANCE LIABILITY
Easy PC Computer Rentals Limited, a subsidiary of Brocker Technology Group
(NZ) Limited, acts as an intermediary between an independent finance
company, which arranges finance for the purchase of equipment, and its
customers.
During March 1999 Easy PC Computer Rentals Limited renegotiated its Rental
Recourse Dealer Deed, with the independent finance company, to ensure that
all significant risk of recourse from the individual finance agreements was
transferred to the independent finance company. Due to the renegotiation
the Group risk of recourse as at March 31, 2000 is limited to $109,364
($167,245, 1999).
During 2000 arrangements were agreed with the independent finance company
to ensure all subsequent agreements had no recourse.
Included within the 1999 financial statements is revenue of $910,550
($1,075,944, 1998) in relation to income earned on these leases during the
year up to the date of the renegotiation with a corresponding depreciation
expense of $736,995 ($870,855, 1998) and interest charges of $173,555
($205,089, 1998).
Page F-19
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
8. INDEBTEDNESS
<TABLE>
<CAPTION>
2000 1999
$ $
<S> <C> <C>
a) Long Term Debt
Mortgage finance liability, payable in New Zealand 1,975,527 2,357,142
Dollars, with a current interest rate of 7.66%,
collateralised by land and buildings situated
at 17 Kahika Road, Beachaven, Auckland,
payable over 10 Years
Less: Current portion (171,561) (183,352)
----------- -----------
1,803,966 2,173,790
Capital lease obligations payable in New
Zealand dollars, with interest rates ranging from
6.6% to 14.5% per annum, collateralised by related
assets, payable over 1 to 3 years 49,567 91,632
Less: Current portion (31,970) (36,676)
----------- -----------
Capital lease obligations payable over 1 year 17,597 54,956
Unsecured Term Liability, repayable in NZ$ 50,666 55,832
----------- -----------
$1,872,229 $2,284,578
=========== ===========
</TABLE>
The total interest expense for the year in relation to long term debt,
was $158,104 ($258,957, 1999, $207,048, 1998).
Capital lease obligations are repayable as follows:
2000 -- 36,676
2001 31,970 36,821
2002 17,597 18,135
------- -------
$49,567 $91,632
======= =======
b) Mortgage Finance Liability $1,975,527 $2,357,142
---------- ----------
On October 1,1998 Brocker Technology Group (NZ) Limited purchased new
premises in Auckland, New Zealand. The purchase price of $2,460,920
(NZ$3,400,000) was financed by mortgage finance of $2,203,971
(NZ$3,045,000). As at March 31, 2000 the amount remaining outstanding
was $1,975,527, (1999, $2,357,142) and is repayable as follows:
2000 1999
$ $
In less than 1 year 171,561 183,352
1 to 2 years 185,174 196,080
2 to 3 years 199,867 209,691
3 to 4 years 215,726 224,247
4 to 5 year 232,844 239,813
5 years and over 970,355 1,303,959
--------- ---------
1,975,527 2,357,142
========= =========
Page F-20
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
8. INDEBTEDNESS (Continued)
c) Financing Facility $7,502,880 $3,213,122
========== +=========
During the year ended March 31, 2000 Sealcorp Computer Products
Limited, Sealcorp Telecommunications Group Limited and Sealcorp
Australia Pty Limited (all subsidiaries of the company) have
successfully renegotiated their financing arrangements. A new NZ$20
million financing facility, secured by a registered first debenture on
the assets and undertakings of these companies, replaces the previous
facility of similar terms, which was terminated during the period. The
current interest rate on this facility is 6.65%.
9. SHARE CAPITAL
a) Authorised
Unlimited number of common shares
Unlimited number of Preferred Shares
10,000,000 Series A Preferred Shares
6 1/2% cumulative
Issued and outstanding 2000 1999
$ $
Common shares 7,428,680 3,353,490
Series A Preferred -- 2,450,000
Warrants Issued 16,110,000 --
Shares to be issued 359,441 --
Less: Share issue costs (2,136,051) (41,769)
------------ -----------
$21,762,070 $5,761,721
============ ===========
As at March 31, 2000 963,902 shares were being held in escrow pursuant to
Escrow Agreements which provide for the release of such shares on a
performance basis. In the prior year 963,602 shares were held in escrow.
Page F-21
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
9. SHARE CAPITAL
b) Share Transactions
<TABLE>
<CAPTION>
2000 1999
Common Shares Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Shares outstanding - at March
31, 12,125,854 4,937,365 11,704,554 4,214,324
Issue of shares for acquisition
of 1World Systems Ltd (formerly
Microchannel Ltd) 46,337 81,090 -- --
Issue of shares for acquisition
of Powercall Technologies
Limited (Note (ii)) -- -- 284,733 498,283
Issue of shares for acquisition
of Easy PC Computer Rentals
Limited (Note (iii)) -- -- 111,567 195,258
Conversion of Preference shares 1,884,613 2,450,000 -- --
Exercise of share warrants -- -- 25,000 29,500
Exercise of stock options 177,000 261,600 -- --
Shares issued pursuant to July 1,000,000 1,070,000 -- --
private placement
Other shares issued 25,000 212,500 -- --
----------- ------------ ----------- -----------
Shares issued - at March 31, 15,258,804 9,012,555 12,125,854 4,937,365
Acquisition shares held in
escrow (Note( i) and (iii)) (963,602) (1,583,875) (963,602) (1,583,875)
----------- ------------ ----------- -----------
Shares outstanding - at March
31, 14,295,202 7,428,680 11,162,252 3,353,490
Shares issueable in relation to
Warrants (Note 9(b)) 3,780,000 16,110,000 -- --
----------- ------------ ----------- -----------
Shares and warrants outstanding
- at March 31, 18,075,202 $23,538,680 11,162,252 $3,353,490
=========== ============ =========== ===========
</TABLE>
(i) During 1998 share script was issued in respect of the acquisition
of Industrial Communications Service Limited. These shares
(760,500) are currently held in escrow and are only released as
earn-out provisions are achieved. As at March 31, 2000 no
earn-out amounts have been determined, resulting in a prescribed
value of nil.
Page F-22
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
9. SHARE CAPITAL (Continued)
b) Share Transactions (Continued)
(ii) During 1999 shares were issued, at $1.75, in relation to the
acquisition of Powercall Technologies Limited in respect to
earn-out targets that were achieved. (Note 3).
As at March 31, 2000 186,317 of these shares were being held in
escrow.
(iii) During 1999 additional shares were issued, at $1.75 in relation
to the acquisition of Easy PC Computer Rentals Limited in
respect to earn-out targets that were achieved. (Note 3)
As at March 31, 2000 16,785 of these shares were being held in
escrow.
(iv) During the year 46,337 shares were issued at $1.75 in relation
to the acquisition of 1 World Systems Limited (Note 3).
<TABLE>
<CAPTION>
2000 1999
Preferred Shares Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Series A shares outstanding at
March 31, 2,450,000 2,450,000 2,450,000 2,450,000
Converted to Common Shares (2,450,000) (2,450,000) -- --
---------- ---------- --------- ----------
Series A shares outstanding at
March 31, -- -- 2,450,000 $2,450,000
========== ========== ========= ==========
</TABLE>
In 1995 the Company acquired Brocker Investment (NZ) Limited and a
liability was established in the accounts for the purchase
consideration. In 1996 the liability was satisfied by the issuance of
Series A preferred shares.
During the year 2,450,000 shares were converted to common shares.
During the year a dividend was paid at 6.5% of preferred shares
outstanding at September 30, 1999.
Page F-23
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
9. SHARE CAPITAL (Continued)
b) Share Transactions (Continued)
Warrants
2000
Warrants outstanding at March 31, Number Amount
First Special Warrants 1,800,000 4,860,000
Second Special Warrants 1,800,000 11,250,000
Other Warrants 1,000,000 --
Agents Warrants 486,000 --
Agents Options 228,400 --
---------- ----------
5,314,400 16,110,000
========== ==========
The first private placement occurred on December 15, 1999 and
consisted of the issuance of 1,800,000 Special Warrants (the "First
Special Warrants") at a price of $2.70 per First Special Warrant. This
entitled the holder thereof to acquire one Common Share and one Half
Warrant, at no additional cost, at any time until 4:00 p.m. (Edmonton
time) (the "First Expiry Time") on the earlier of:
(i) five days after the date the Company receives a receipt from
the Alberta Securities Commission for the filing of a
prospectus; and
(ii) December 15, 2000.
Two Half Warrants entitle the holder thereof to purchase one
additional Common Share at a price of $3.15 per Common Share on or
before June 15, 2001.
The First Special Warrants will be deemed to have been exercised at
the First Expiry Time .
The second private placement of Special Warrants occurred on January
21, 2000 and consisted of the issuance of 1,800,000 Special Warrants
(the "Second Special Warrants") at a price of $6.25 per Second Special
Warrant. Each Second Special Warrant entitles the holder thereof to
acquire 1.1 Common Shares, at no additional cost, at any time until
4:00 p.m. (Edmonton time) (the "Second Expiry Time") on the earlier
of:
(i) the fifth day following the date upon which a receipt for
the final prospectus is issued by the securities commission
in each of the provinces of Alberta, British Columbia and
Ontario (the "Filing Provinces"); and
(ii) January 21, 2001, subject to adjustment in certain events.
Any Second Special Warrant not exercised prior to the Second Expiry
Time shall be deemed to have been exercised at the Second Expiry Time.
Other warrants were created as part of the private placement that was
undertaken in June 1999. These warrants entitles the holder thereof to
acquire 1,000,000 Common Shares, at the cost of $1.25 per Common
Share, and expire on January 16, 2002.
In addition to the fee paid in connection with the offering of the
First Special Warrants, the Company also granted Finders' Warrants to
acquire 486,000 Common Shares at a price of $3.15 per share on or
before June 15, 2001.
Page F-24
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
9. Share Transactions (Continued)
Warrants (Continued)
In addition to the Agent's and Sub-Agents', fee, the Company has also
granted to the Agent an option entitling the Agent to acquire a
further option exercisable to acquire in the aggregate 200,000 Common
Shares of the Company at a price of $6.25 per Common Share until
January 21, 2002, and granted to the Sub-Agents an option to acquire
an aggregate of 28,400 Common Shares at a price of $6.25 per share
until January 21, 2002.
As at March 31, 2000 no Agents Warrants or Options had been exercised.
Shares to be issued
At March 31, 2000 there were 103,422 shares due to be issued in
relation to the earn out of Powercall Technologies Limited. These
shares have been valued $1.47 being the market value of these shares
as at June 30, 1999 being the date the conditions for their issue were
met.
Also at March 31, 2000 there were 17,652 shares due to be issued in
relation to the earn out of 1World Systems Limited. These shares have
been valued at $11.75, being the market value of these shares as at
March 31, 2000 being the date the conditions for their issue were met.
Page F-25
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
9. SHARE CAPITAL (Continued)
c) Unexercised Options
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C> <C> <C>
Options outstanding at March 31, 889,000 $1.56 769,000 1.57
Granted 696,000 $6.36 120,000 $1.50
Exercised (177,000) $1.48 -- --
Forfeited (90,000) $1.46 -- --
---------- ----- ------- -----
Options outstanding at March 31, 1,318,000 $4.11 889,000 $1.56
========== ===== ======= =====
</TABLE>
As at March 31, 2000 all outstanding options are able to be exercised.
Options held by the Directors of the Company (387,000, 1999) are as
follows:
----------------------------------------------------------------------
Number of options Exercise price Expiry date
----------------------------------------------------------------------
350,000 $11.25 02/29/05
----------------------------------------------------------------------
145,000 $1.18 01/12/01
----------------------------------------------------------------------
57,000 $1.31 01/12/01
----------------------------------------------------------------------
30,000 $1.90 11/20/02
----------------------------------------------------------------------
50,000 $1.50 11/30/03
----------------------------------------------------------------------
118,000 $1.41 07/02/04
----------------------------------------------------------------------
Options are held by employees of the Group as follows (502,000 -
1999):
----------------------------------------------------------------------
Number of options Exercise price Expiry date
228,000 $1.41 07/02/04
----------------------------------------------------------------------
300,000 $1.90 11/20/02
----------------------------------------------------------------------
40,000 $1.18 01/12/01
----------------------------------------------------------------------
There are no criteria that need to be met before the Options can be
exercised by the holder. Options are forfeited in the event the holder
ceases to be a Director or employee of the Company or one of its
subsidiaries.
d) Earnings Per Common Share
Earnings per share has been calculated on the basis of the weighted
average number of common shares outstanding for the year. Net income
has been adjusted for dividends paid on preferred shares of $152,743
($163,322, 1999 and $195,000, 1998).
<TABLE>
<CAPTION>
2000 1999 1998
-----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Weighted average number of shares 13,756,593 11,012,887 10,516,318
Net (loss)/income attributable to shareholders
after deduction of preference dividends (581,771) 351,492 601,816
Basic (loss)/earnings per share ($0.04) $0.03 $0.06
-----------------------------------------------------------------------------------------
</TABLE>
For the current, and previous, financial year the effect on earnings
per share of the exercise of outstanding options and conversion of
preferred shares, for the calculation of fully diluted earnings per
share, is anti-dilutive.
Page F-26
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
10. INCOME TAX
Income tax expense attributable to income from earnings was $(2,824),
$272,991 and $506,067 for the years ended March 31, 2000, 1999 and 1998,
respectively, and differed from the amounts computed by applying the
Canadian income tax rate to pretax income from continuing operations as a
result of the following:
<TABLE>
<CAPTION>
2000 1999 1998
$ $ $
<S> <C> <C> <C>
Expected income tax expense calculated at the
Statutory Rate on Earnings before Taxation (192,606) 346,635 583,691
Income tax expense
Amortisation of goodwill 123,311 114,487 95,497
Adjustment for foreign tax rates 41,322 (109,765) (203,896)
Other 25,149 (78,366) 30,775
-------- -------- --------
(2,824) 272,991 506,067
======== ======== ========
Total income tax expense is made up of:
Current taxation expenses 17,775 180,380 648,116
Future taxation expenses (20,599) 92,611 (142,049)
-------- -------- --------
(2,824) 272,991 506,067
======== ======== ========
</TABLE>
The significant components of future income tax expense attributable to
income from continuing operations for the years ended March 31, 2000, 1999
and 1998 are as follows:
<TABLE>
<S> <C> <C> <C>
Future tax expense (exclusive of the effects of
other components below) (20,599) 92,611 (142,049)
Adjustments to future tax assets and
liabilities for enacted changes in laws and
rates -- -- --
Increase (decrease) in beginning-of-the-year
balance of the valuation allowance for future
tax assets -- --
-------- -------- --------
(20,599) 92,611 (142,049)
======== ======== ========
</TABLE>
Page F-27
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
10. INCOME TAX (Continued)
The tax effects of temporary differences that give rise to significant
portions of the future tax assets and future tax liabilities at March 31,
2000 and 1999 are presented below.
2000 1999
$ $
Future tax assets:
Accounts receivable principally due to
allowance for doubtful accounts 77,436 99,596
Inventories, principally due to allowance for
obsolescence 136,695 93,277
Compensated absences, principally due to
accrual for financial reporting purposes 205,935 157,570
Share issue costs 952,679 --
Net operating loss carryforwards 345,291 --
Other 13,304 15,729
---------- ----------
Total gross future tax assets 1,731,340 366,172
Less valuation allowance (952,679) --
---------- ----------
Net future tax assets 778,661 366,172
========== ==========
Future tax liabilities:
Plant and equipment, due to differences in
depreciation (85,077) (55,902)
---------- ----------
Total future tax liability $(85,077) $(55,902)
========== ==========
In assessing the realizability of future tax assets, management considers
whether it is more likely than not that some portion or all of the future
tax assets will not be realized. The ultimate realization of future tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible.
Management considers the scheduled reversal of future tax liabilities,
projected future taxable income, and tax planning strategies in making this
assessment. In order to fully realize the future tax asset, the Company
will need to generate future taxable income. Based upon the level of
historical taxable income and projections for future taxable income over
the periods which the future tax assets are deductible, management believes
it is more likely than not the Company will realize the benefits of these
deductible assets. The amount of the future tax asset considered
realizable, however, could be reduced in the near term if estimates of
future taxable income during the carryforward period are reduced.
At March 31, 2000, the Company has operating losses which are available to
offset future taxable income, in New Zealand, subject to minimum continuity
of shareholding tests.
Page F-28
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
11. RELATED PARTY TRANSACTIONS
a) During the year, the Group provided an interest free short-term
advance to the Chief Executive Officer of the Company. The balance
outstanding at March 31, 2000 was $4,230 ($4,663, 1999). This balance
is included in other receivables.
b) The Chief Executive Officer of the Company, as at March 31, 2000, held
no (923,453, 1999) preferred shares on which a dividend of $60,024
($60,783 1999 ) was paid during the year. All preferred shares
previously held were converted to 710,348 common shares during the
period.
c) Directors of the Company have exercised stock options. The funds
required to exercise these options have been loaned to the Directors
by Brocker Technology Group (NZ) Limited.
As at March 31, 2000 the amount outstanding was $540,115 ($749,375,
1999). The current market value of the shares, held as security over
these loans is in excess of $3.8 million ($1.6 million, 1999).
Interest of $17,066 ($16,692, 1999) was charged during the year. This
balance is included in other receivables. The maximum amount
outstanding during the year in respect of these loans was $749,375.
The loan to each Director is repayable on demand or within 30 days of
the individual ceasing to be a Director of the Company or one of its
subsidiaries. The beneficial ownership of the shares are held as
security over the loan, and the Company retains the right to either
sell or cancel the shares to settle any outstanding amounts and the
employee may not sell or transfer the shares prior to settlement of
the amounts outstanding.
All loans to directors and officers of the company are full recourse
loans
d) Directors, of various subsidiary companies, have advances owing to the
Group as at March 31, 2000 totaling $182,501. In all cases these
Directors were shareholders of the subsidiary prior to acquisition by
Brocker Technology Group (NZ) Limited. No interest is charged on the
amounts outstanding and the balance is included in other receivables.
e) During the year to March 31, 2000 payments of $39,186 have been made
to Chamberlain Hutchison the Company's Canadian based legal advisor.
During the year Andrew Chamberlain, a Principal/Partner of Chamberlain
Hutchison, was appointed a Director of the Company.
f) A number of Group companies transact business with each other on a
regular basis. These transactions are entered into on normal
commercial terms and are eliminated on consolidation. See Note 13 for
Intersegment revenues.
Unless otherwise stated the maximum amount outstanding during the year was
the balance at March 31, 2000 or March 31, 1999.
12. EMPLOYEE SHARE OWNERSHIP PLAN
In November 1996 the Company established a plan to enable a number of
senior management employees to acquire stock options in the Company.
Brocker Technology Group (NZ) Limited has provided financial assistance to
some of these employees to exercise the options offered.
The loan to each employee is repayable on demand or within 30 days of the
individual ceasing to be an employee of the Company or one of its
subsidiaries. The beneficial ownership of the shares are held as security
over the loan, and the Company retains the right to either sell or cancel
the shares to settle any outstanding amounts and the employee may not sell
or transfer the shares prior to settlement of the amounts outstanding.
As at March 31, 2000 the amounts outstanding in respect of these shares
amounted to $86,939 ($84,297, 1999) and is included within other
receivables. Interest of $11,167 ($13,729, 1999) was charged on these loans
during the year. The current market value of the shares held as security is
in excess of $2.35million ($600,000, 1999).
The maximum amount outstanding during the year was $86,939 ($130,855, 1999)
Page F-29
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
13. SEGMENTED OPERATIONS
The Group operates in two geographical segments, New Zealand and Australia.
The Canadian operations shown relate to administrative items only.
The reporting of all business segments is consistent with those reported in
the prior year, including Vendor Services and Application Hosting which
have been renamed to better reflect the operations of the segments.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
2000 ($) Canada New Zealand Australia Total
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales -- 86,851,142 49,471,791 136,322,933
---------------------------------------------------------------------------------------------------------
Intersegment revenue -- -- -- --
---------------------------------------------------------------------------------------------------------
Net profit/(loss) -- (1,000,852) 571,824 (429,028)
---------------------------------------------------------------------------------------------------------
Depreciation and amortisation -- 1,615,994 166,489 1,782,483
---------------------------------------------------------------------------------------------------------
Net interest expense (67,056) 948,337 241,305 1,122,586
---------------------------------------------------------------------------------------------------------
Identifiable assets 6,796,721 42,633,492 12,098,342 61,528,555
---------------------------------------------------------------------------------------------------------
Capital asset expenditure -- 936,416 150,464 1,086,880
---------------------------------------------------------------------------------------------------------
<CAPTION>
---------------------------------------------------------------------------------------------------------
1999 ($) Canada New Zealand Australia Total
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales -- 109,887,630 23,415,010 133,302,640
---------------------------------------------------------------------------------------------------------
Intersegment revenue -- 18,058 (18,058) --
---------------------------------------------------------------------------------------------------------
Net profit/(loss) -- 204,103 310,711 514,814
---------------------------------------------------------------------------------------------------------
Depreciation and amortisation -- 1,894,449 116,254 2,010,703
---------------------------------------------------------------------------------------------------------
Net interest expense -- 1,270,935 138,252 1,409,187
---------------------------------------------------------------------------------------------------------
Identifiable assets -- 41,473,664 9,269,733 50,743,397
---------------------------------------------------------------------------------------------------------
Capital asset expenditure -- 4,439,113 324,768 4,673,881
---------------------------------------------------------------------------------------------------------
<CAPTION>
---------------------------------------------------------------------------------------------------------
1998 ($) Canada New Zealand Australia Total
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales -- 57,281,848 13,529,374 70,811,220
---------------------------------------------------------------------------------------------------------
Intersegment revenue -- -- -- --
---------------------------------------------------------------------------------------------------------
Net profit/(loss) (33,001) 1,208,407 (378,590) 796,816
---------------------------------------------------------------------------------------------------------
Depreciation and amortisation -- 1,629,985 62,600 1,692,585
---------------------------------------------------------------------------------------------------------
Net interest expense -- 584,070 84,775 668,845
---------------------------------------------------------------------------------------------------------
Identifiable assets -- 29,923,977 2,575,194 32,499,171
---------------------------------------------------------------------------------------------------------
Capital asset expenditure -- 1,007,960 37,159 1,045,119
---------------------------------------------------------------------------------------------------------
</TABLE>
The Group principally operates in four industry segments, being the
divisions by which the Group is managed, as follows:
o Distribution and sale of computer and telecommunications hardware and
software ("Vendor Services");
o The hosting of client hardware and software services including the
provision of technical support and services for the Technology
Industry ("Application Hosting");
o Software application design and development ("Application
Development") ; and
o Provision of professional consulting services ("Professional
Services").
The corporate services operation shown relates to the Group's
administrative functions in New Zealand, Australia, and Canada.
Page F-30
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
13. SEGMENTED OPERATIONS (Continued)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Vendor Application Application Professional Corporate
2000 ($) Services Hosting Development Services Services Total
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sales 126,697,563 2,687,771 1,406,155 5,528,550 2,894 136,322,933
------------------------------------------------------------------------------------------------------------------------------------
Intersegment revenue 673,636 (44,729) (6,470) (622,437) -- --
------------------------------------------------------------------------------------------------------------------------------------
Net profit/(loss) 1,814,532 (154,154) (1,108,803) (664,677) (315,926) (429,028)
------------------------------------------------------------------------------------------------------------------------------------
Depreciation and 142,913 50,341 552,218 366,206 670,805 1,782,483
amortisation
------------------------------------------------------------------------------------------------------------------------------------
Net interest expense 803,957 43,118 319,984 165,278 (209,751) 1,122,586
------------------------------------------------------------------------------------------------------------------------------------
Identifiable assets 39,882,005 667,427 1,536,333 2,193,936 17,248,854 61,528,555
------------------------------------------------------------------------------------------------------------------------------------
Capital asset 81,880 43,455 9,326 548,342 403,877 1,086,880
expenditure
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Vendor Application Application Professional Corporate
1999 ($) Services Hosting development Services Services Total
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sales 124,995,192 2,661,745 2,124,378 3,519,855 1,470 133,302,640
------------------------------------------------------------------------------------------------------------------------------------
Intersegment revenue 465,306 (38,691) (62,525) (364,090) -- --
------------------------------------------------------------------------------------------------------------------------------------
Net profit/(loss) 3,137,297 54,278 (407,056) (65,010) (2,204,695) 514,814
------------------------------------------------------------------------------------------------------------------------------------
Depreciation and
amortisation 1,257,971 82,843 330,630 37,252 302,007 2,010,703
------------------------------------------------------------------------------------------------------------------------------------
Net interest expense 1,206,905 33,225 126,465 8,651 33,941 1,409,187
------------------------------------------------------------------------------------------------------------------------------------
Identifiable assets 49,787,311 532,667 189,390 1,100,084 (866,055) 50,743,397
------------------------------------------------------------------------------------------------------------------------------------
Capital asset
expenditure 835,810 185,184 170,388 126,934 3,355,565 4,673,881
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Vendor Application Application Professional Corporate
1998 ($) Services Hosting development Services Services Total
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sales 67,856,803 2,331,371 623,046 -- -- 70,811,220
------------------------------------------------------------------------------------------------------------------------------------
Intersegment revenue 178,283 (12,632) (165,651) -- -- --
------------------------------------------------------------------------------------------------------------------------------------
Net profit/(loss) 2,555,089 (28,671) 96,344 -- (1,825,946) 796,816
------------------------------------------------------------------------------------------------------------------------------------
Depreciation and
amortisation 1,470,999 90,513 87,274 -- 43,799 1,692,585
------------------------------------------------------------------------------------------------------------------------------------
Net interest expense 540,396 70,030 2,541 -- 55,878 668,845
------------------------------------------------------------------------------------------------------------------------------------
Identifiable assets 33,281,993 441,775 306,213 -- (1,530,810) 32,499,171
------------------------------------------------------------------------------------------------------------------------------------
Capital asset
expenditure 598,923 66,128 250,293 -- 129,775 1,045,119
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
During 2000 the group conducted business with a single customer that
accounted for revenue of $23,098,677 ($23,792,150, 1999). This revenue was
generated in New Zealand by the Vendor Services segment. There was no such
customers in 1998.
Page F-31
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
14. NOTES TO CASH FLOWS STATEMENT
a) Reconciliation of net profit and cash flow from operating activities
<TABLE>
<CAPTION>
2000 1999 1998
Note $ $ $
<S> <C> <C> <C> <C>
Net Earnings for the year (429,028) 514,814 796,816
Add/(Less) non cash items:
Depreciation and amortisation 1,782,483 1,273,748 790,814
Depreciation on rental finance liability 7 -- 736,955 870,855
Interest on rental finance liability 7 -- 173,555 205,089
Income on rental finance liability 7 -- (910,550) (1,075,944)
Loss of associated company 83,180 91,330 79,953
Loss on sale of capital assets 443,038 78,808 17,550
Future taxation expense (20,599) 92,611 (142,049)
Unrealised exchange (gain)/loss -- (22,665) (46,558)
Impact of changes in working capital items:
Decrease/(Increase) in accounts receivable
and prepayments 474,427 (8,913,357) (8,109,429)
Increase in taxation receivable (236,427) (456,569) (112,978)
Increase in inventories (6,144,101) (5,448,644) (4,577,815)
(Decrease)/Increase in accounts payable,
financing facility and accrued liabilities (1,435,425) 15,771,607 12,772,715
----------- ----------- -----------
Net cash flow from operating activities (5,482,452) 2,981,643 1,469,019
=========== =========== ===========
</TABLE>
Page F-32
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
15. FINANCIAL INSTRUMENTS
Currency Risk
The nature of activities and management policies with respect to financial
instruments are as follows:
i) Currency
The Group uses a very limited number of forward exchange contracts and
currency options to hedge purchases of inventory in foreign
currencies. The Group's exchange rate commitments are intended to
minimise the exposure to exchange rate movement risk on the cost of
the Group's products and on the price it is able to sell those
products to its customers. The Group does not use foreign exchange
instruments for trading or any other purpose.
No forward exchange contracts were entered into during the current
financial year (nil, 1999). During the 1998 financial year the average
value of these contracts amounted to $1,232,000 and were entered as a
hedge against New Zealand purchases made in Australian dollars.
ii) Concentration of credit risk
In the normal course of business, the Group incurs credit risk from
trade debtors and transactions with financial institutions. The Group
has a credit policy which is used to manage the risk. As part of this
policy, limits on exposure with counterparties have been set and are
monitored on a regular basis. Anticipated bad debt losses have been
provided for in the allowance for doubtful accounts.
The Group has no significant concentrations of credit risk. The Group
does not consider that they require any collateral or security to
support financial instruments due to the quality of financial
institutions and trade debtors.
iii) Interest Rate Risk
The Group has adopted a policy of ensuring that its exposure to
changes in interest rates is on a floating rate basis.
iv) Fair Values
The fair values of the Group's cash accounts and other receivables,
bank, indebtedness, accounts payable, accrued liabilities and lease
obligations approximate their carrying values given their short term
nature. The carrying value of the demand debenture and capital leases,
as disclosed in note 8, also approximate their fair value.
16. COMMITMENTS
a) Brocker Technology Group (NZ) Limited has entered into a number of
acquisitions where the final acquisition price is dependent on the
occurrence of future events. This contingent purchase price is
calculated based on cash flow earned for a given period, and is
settled by way of shares issued but held in escrow.
Shares are released from escrow based on cash flows, as defined with
each party, earned by the subsidiary over a varying number of years
following acquisition, being the "earn-out" period.
Page F-33
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
16. COMMITMENTS (Continued)
As at March 31, 2000 the following earn-outs were in existence.
<TABLE>
<CAPTION>
Subsidiary Acquisition price and earn-out provisions
---------- -----------------------------------------
---------------------------------------------------------------------------------------
<S> <C>
Industrial Communications Service Maximum purchase price established and shares
Limited issued and held in escrow (refer Note 9).
Earn-out based on defined cash flow earned in
financial years ended March 31, 1998 - 1999.
It is not currently envisaged that any shares
currently held in escrow will be released in
relation to this acquisition.
---------------------------------------------------------------------------------------
Powercall Technologies Limited Shares to be held in escrow based on the
lessor of four times the cumulative cash flow
earned for the years ended March 31, 1998 to
2001 or twelve times profit for the year
ended March 31, 2001, limited to NZ$20m.
Earn-out based on defined cash flow earned in
financial years ended March 31, 1998 - 2002
(Note 3).
---------------------------------------------------------------------------------------
Easy PC Computer Rentals Limited Shares to be held in escrow based on cash
flow earned for the year ended March 31,
1998. Earn-out based on defined cash flow
earned in financial years ended March 31,
1999 -2000 (Note 3).
It is not envisaged any additional shares
will be issued in relation to this
acquisition.
---------------------------------------------------------------------------------------
Pritech Corporation Limited Shares to be held in escrow based on cash
flow earned for the year ended September 30,
1998. Earn-out based on defined cash flow
earned in financial years ended September 30,
1999 -2000 (Note 3).
It is not envisaged any additional shares
will be issued in relation to this
acquisition.
---------------------------------------------------------------------------------------
1 World Systems Limited Shares to be held in escrow based on cash
flow earned for the year ended March 31,
1999. Earn-out based on defined cash flow
earned in financial years ended March 31,
2001 - 2002 (Note 3).
---------------------------------------------------------------------------------------
</TABLE>
Page F-34
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
16. COMMITMENTS (Continued)
Based on the latest available information, the directors have
estimated that the maximum number of shares that could potentially be
issued, including those currently in escrow, under the earn-out
agreements referred to in Note 3 and above, is 2.0 million common
shares. The number of shares that will ultimately be issued is
dependent upon the subsidiaries concerned achieving their respective
earn-out criteria.
b) Group companies operate from leased premises and have other
obligations under operating leases requiring annual repayments as
follows:
2001 $931,008
2002 $806,187
2003 $664,788
Thereafter $821,989
17. CONTINGENT LIABILITIES
In the general course of business disputes may arise with customers and
other third parties. The Directors consider adequate provision has been
made for all such instances.
18. SUBSEQUENT EVENTS
One June 13, 2000 the Company filed its registration document, form 20-F,
with the United States Securities and Exchange Commission as part of its
process to obtain a NASDAQ listing..
19. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES:
The Company follows Canadian generally accepted accounting principles which
conform in all material respects with those in the United States and from
practices prescribed by the Securities and Exchange Commission, except as
follows:
(a) Research and development costs are generally expensed in the United
States. In Canada, development costs may be deferred to the extent
that costs can reasonably be expected to be recovered.
(b) Directors and employee loans for the purchase of shares are generally
deducted from shareholders' equity. In Canada, the loans may be
recorded in other accounts receivable in certain circumstances.
(c) The only items included in the determination of comprehensive income
were the foreign currency adjustments on the translation of the
financial statements of subsidiary companies. Accordingly, the changes
in other comprehensive income are as disclosed in the statement of
foreign currency translation reserve.
(d) The statements of changes in cash flows prepared in accordance with
generally accepted accounting principles in Canada would not differ
materially from those principles used in the United States.
Page F-35
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
19. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Continued):
(e) In December 1997, the Canadian Institute of Chartered Accountants
issued Handbook Section 3465, Income Taxes. The standard required a
change from the deferral method of accounting for income taxed under
Handbook Section 3470, Corporate Income Taxes, to the asset and
liability method of accounting for income taxes. Under the assets and
liability method, future tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Future tax assets and
liabilities are measured using enacted or substantively enacted tax
rates expected to apply when the asset is realized or the liability
settled. Under Section 3465, the effect on future tax assets and
liabilities of a change in tax rates is recognized in income in the
period that substantive enactment or enactment occurs.
Differences between accounting for income taxes, as noted above, did
not differ materially from requirements as identified in United States
FASB 109 entitled Accounting for Income Taxes for 1999 and 1998. In
2000, the Company adopted the asset and liability method and the
change had no impact on the earnings for the year ended March 31,
2000.
The application of United States generally accepted accounting principles
would have the following effect on the reported net income:
<TABLE>
<CAPTION>
March 31,
---------------------------------
2000 1999 1998
---------------------------------------------------------------------------------------------------------
(Stated in thousands of Canadian dollars)
<S> <C> <C> <C>
Net income (loss) in accordance with Canadian generally accepted
accounting principles, as reported $(429) $515 $797
Adjustments required:
Development costs (342) (761) (491)
Income taxes 113 183 173
---------------------------------------------------------------------------------------------------------
Net income (loss) in accordance with United States generally accepted
accounting principles (658) (63) 479
Adjustment to comprehensive income in accordance with U.S. generally
accepted accounting principles (946) 82 (799)
---------------------------------------------------------------------------------------------------------
Total comprehensive income (loss) $(1,604) $19 $(320)
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
Net income (loss) attributable to shareholders after deduction
of preferred dividends $(811) $(226) $(284)
---------------------------------------------------------------------------------------------------------
Earnings per share in accordance with United States generally accepted
accounting principles:
Basic $(0.06) $(0.02) $0.03
Fully Diluted (0.06) (0.02) 0.03
---------------------------------------------------------------------------------------------------------
</TABLE>
Page F-36
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
19. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES:
United States GAAP reconciliation for the balance sheet:
<TABLE>
<CAPTION>
March 31,
2000 1999 1998
-------------------------------------------------------------------------
Canadian U.S. Canadian U.S. Canadian U.S.
---------------------------------------------------------------------------------------------------------------------------
(Stated in thousands of dollars)
<S> <C> <C> <C> <C> <C> <C>
Other accounts receivable $2,266 $1,639 $1,435 $377 $1,637 $584
Future tax assets (deferred tax asset) (net) 694 1,163 310 667 214 387
Deferred development costs 1,594 -- 1,252 -- 491 --
Share capital 21,762 21,135 5,762 4,704 5,368 4,315
Retained earnings 1,125 -- 1,707 812 1,355 1,037
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
As noted in (a) above research and development costs are generally
expensed as incurred. The company originally for Canadian purposes
deferred development costs. Accordingly, net costs of $491,000,
$761,000 and $342,000 were expensed in each of the periods ended March
31, 1998, 1999 and 2000 for an aggregate amount of $1,594,000. As a
result of these expenditures, future income taxes recoveries of
$173,000, $183,000 and $113,000 for an aggregate amount of $469,000
were recorded. Future tax assets (deferred tax assets, net) were
increased in each period and in the aggregate over the three years
ended March 31, 2000.
As noted in (b) above director and employee loans for the purchase of
shares are recorded as a reduction of shareholders' equity in the
United States. In Canada, these loans may be recorded as an account
receivable. Accordingly, directors and employee loans outstanding at
March 31, 2000, 1999 and 1998 of $627,000, $1,058,000 and $1,053,000
respectively were reclassified and recorded as a reduction from share
capital in each of the respective periods. Other accounts receivable
were reduced accordingly.
As a result of the changes made above retained earnings for each of
the periods were adjusted as follows:
March 31,
-------------------------------------
2000 1999 1998
---------------------------------------------------------------------------
Development costs $ (342) $ (761) $ (491)
Income taxes 113 183 173
---------------------------------------------------------------------------
$ (229) $ (578) $ (318)
---------------------------------------------------------------------------
Retained earnings $ 1,125 $ 1,707 $ 1,355
Aggregate adjustment (1,125) (895) (318)
---------------------------------------------------------------------------
Retained earnings, United States $ -- $ 812 $ 1,037
---------------------------------------------------------------------------
Page F-37
<PAGE>
BROCKER TECHNOLOGY GROUP LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
19. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES:
(f) Stock based compensation:
The Company applies the intrinsic value-based method of accounting
prescribed by Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees", and related interpretations, in
accounting for its stock options issued to employees, directors and
officers of the Company for purposes of reconciliation to U.S. GAAP.
As such, compensation expense would be recorded on the date of grant
only if the current market price of the underlying stock exceeded the
exercise price. SFAS No. 123, "Accounting for Stock Based
Compensation", established accounting and disclosure requirements
using a fair value-based method of accounting for stock based employee
compensation plans. As allowed by SFAS No. 123, the Company has
elected to continue to apply the intrinsic value-based method of
accounting described above and has adopted the disclosure requirements
of SFAS No. 123. Stock options issued to consultants and other third
parties are accounted for at their fair values in accordance with SFAS
No. 123.
The Company has calculated the fair value of stock options granted to
employees, directors and officers using the Black Scholes option
pricing model with the following weighted-average assumptions:
March 31,
------------------------------------
2000 1999 1998
---------------------------------------------------------------------------
Risk free interest rate 6% 6% 6%
Volatility 60% 60% 60%
Expected option life (in years) 5 5 5
Dividend yield 0% 0% 0%
---------------------------------------------------------------------------
Had the Company determined compensation costs based on the fair value
at the date of grant for its stock options under SFAS No. 123, net
earnings in accordance with U.S. GAAP would have been as reported in
the following table. The Company has not recognized in income any
amount under SFAS No. 123 for stock based employee compensation
expense. These pro forma earnings reflect compensation cost amortized
over the option period.
March 31,
--------------------------------
2000 1999 1998
---------------------------------------------------------------------------
Net income (loss) under U.S. GAAP:
As reported $ (658) $ (63) $ 479
Pro forma (759) (287) 393
---------------------------------------------------------------------------
Basic income (loss) per common share:
As reported $(0.06) $(0.02) $0.03
Pro forma (0.07) (0.04) 0.02
---------------------------------------------------------------------------
Page F-38
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this Annual Report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Brocker Technology Group Ltd.
By Casey O'Byrne
-------------------------------------
Name: Casey O'Byrne
Title: Chairman
Date: September 29, 2000
45
