Final Results

Monteagle Holdings Société Anonyme (Incorporated in Luxembourg - RC Luxembourg No. B 19600) Registered office 6 rue Adolphe Fischer, 27th December 2002 L-1520, Luxembourg Results for the year ended 30thSeptember 2002 (subject to audit) INTRODUCTION Monteagle's objective is to achieve capital growth over the long term through a diversified range of investments. The Company holds portfolios of leading investments in the U.S.A. and Europe and property in the United States. The group's import, export and distribution businesses operate internationally, and in Southern Africa we have investment and property portfolios, and interests in agriculture and mining. PRESENTATION OF ACCOUNTS In view of the lack of clarity in respect of exchange rates pertaining in Zimbabwe exacerbated by the recently announced foreign exchange regulations, the directors of our subsidiary, Conafex Holdings S.A. ('Conafex'), and our associated company, Falcon Investment Holdings S.A. ('Falcon'), have decided not to consolidate earnings emanating from Zimbabwe or the assets utilised to generate those earnings. Instead their unaudited financial results include the income from Zimbabwe received in United States dollars. During the year the official exchange rate has remained constant at Z$55:US$1 despite inflation in excess of 100%. However, there is an unofficial parallel market on which exchange rates have moved from Z$360:US$1 at the start of the year to Z$720: US$1 at the end of the year. We have restated last years Group results to give a meaningful comparison. RESULTS The unaudited profits before exceptional items and tax, excluding Zimbabwe operations but including income received from Zimbabwe, show an increase of 17% from US$994,000 to US$1,166,000. Headline earnings, however, have decreased from US 7 c per share to US 5 c per share, because of increased tax charges incurred in South Africa. The exceptional profit for this year arises on the sale of one of our investment properties in California, and from realised profits on our investment portfolio, reduced by our share of a provision made by Falcon against the carrying value of its investment in Zimbabwe gold mines. DISTRIBUTION Our South African tool and machinery business had a most successful year with volumes increasing by approximately 35%. The division continues to secure a greater share of the market through aggressive sourcing and innovative marketing. The joint venture with our Italian suppliers of air compressors also prospered, achieving approximately 50% growth in turnover. Both these businesses enjoyed record profits. Our Australian subsidiary, operating mainly in the hand tool industry, earned record profits on turnover which increased by approximately 10%. Our international production and trading operations, in private label food products, experienced an extremely good year, reflecting solid growth in volumes, an increased market share on existing product lines, and a broader base of products handled. A marketing company, specialising in fast moving consumer goods, was acquired during the year to complement our existing business, and a wine division has been formed to market and export private label wines from South Africa. We are staffed by a young yet experienced and very energetic team. PROPERTY The Group's commercial properties in San Diego, California, produced an increased return this year. With US interest rates at a historic low, a replacement long-term loan was negotiated on one of our properties at advantageous terms. In August 2002, our other property, an office building, was sold for US$3,260,000, generating a profit of US$389,000. The sale proceeds will be re-invested in a property when a suitable opportunity occurs. The South African property portfolio generated a small profit in the year and property values remained constant over the year in hard currency terms. INVESTMENT PORTFOLIOS Throughout the year the climate in the listed investment world remained subdued. The group has gradually added to its diverse list of quality equities in the major first world markets; approximately US$1.5 million remains uninvested at the year-end. We are entering our fourth year of falling indices and it would appear that current market prices are looking conservative on a long-term view. FARMING (Conafex) The agriculture businesses in Zimbabwe suffered relatively little disruption in the year and produced reasonable crop yields. However profitability and cash generation has been severely restricted by continuing exchange controls and high inflation. As a result of the change in accounting policy for our interests in Zimbabwe we have made exceptional provisions in the unaudited accounts. By obtaining independent local valuations of our estates and assets and converting the nil at parallel exchange rates we have effectively written down the carrying value of our investment in agriculture. MINING (Falcon) The gold mines in Zimbabwe suffer from both exchange controls and price controls. In spite of this, the mining companies have been able to continue operating, but are not able to generate sufficient cash to permit the exploration necessary to identify further reserves. In order to generate sufficient cash to cover current costs, higher grade areas are being mined and, under present circumstances, this has the effect of shortening the effective life of the mines. Development work is continuing on the iodine deposit in Chile. An environmental impact assessment has been submitted and negotiations are in progress with potential joint venture partners who could assist with the marketing of the iodine and nitrate by-products and who would provide a share of the funding required to develop the project. The carrying value in the unaudited accounts of the investment in our associated mining company has been adjusted to reflect our share of its assets in Zimbabwe and the cost of its investment in Chile. GROUP PERSONELL Your directors wish to record the amazing dedication of all our management and staff during a challenging year. Whilst in certain areas the economic climate has been far from helpful and in other areas the political influence has made business conditions extremely trying, our teams of people have steadfastly remained enthusiastic. DIVIDEND As feared, the current situation in Southern Africa has affected the income stream to Luxembourg and as indicated the directors recommend a dividend for the year of 5 US cents per share. Our net assets held in hard currencies have also been affected by the weakness in world stock markets and now stand at US$16,265,000 against US$17,211,000 last year (restated). This equates to US$2.58 per share (2001 - US$2.73 - restated). Shareholders will appreciate it is impossible to make a meaningful forecast for our operations in Zimbabwe. Your Directors are optimistic about our other divisions and trade for the first quarter has been extremely buoyant. Values of properties and listed investments during the year ahead are likely to be affected by the strained political tensions worldwide. The conservative nature of our international listed holdings and the liquidity in our balance sheet has been maintained. J. M. Robotham D. C. Marshall Chairman Chief Executive Notice of Meeting and Declaration of Dividend NOTICE OF MEETING The Annual General Meeting will be held on Friday 28th March 2003 at 4.00 p.m. at the registered office of the Company, 6 rue Adolphe Fischer L-1520 Luxembourg. A dividend of 5.0 US cents per share is proposed to be paid on 2nd May 2003 to those shareholders registered at the close of business on 28th March 2003. Copies of the annual report and accounts will be posted to shareholders in February 2003. Consolidated Profit and Loss Account FOR THE YEAR ENDED 30th SEPTEMBER 2002 2001 2001 Restated US$000 US$000 US$000 Group revenue including share of 21,655 19,108 41,799 associated companies Less share of revenue of associated (422) (342) (15,861) companies ---------- --------- ---------- Group revenue 21,233 18,766 25,938 Operating costs (20,190) (18,106) (24,155) ---------- ---------- ---------- Operating profit 1,043 660 1,783 Share of associated companies results (72) (99) 2,052 Income from Zimbabwean investments - 541 688 - dividends Income from other investments - dividends 140 316 317 - interest 172 246 294 Interest paid and similar charges (658) (817) (1,494) ---------- ---------- ---------- Profit on ordinary activities before 1,166 994 2,952 exceptional items and tax Exceptional items 467 5,917 6,450 ---------- ---------- ---------- Profit before tax and minority interests 1,633 6,911 9,402 Tax (514) (364) (691) ---------- ---------- ---------- Profit after tax before minority interests 1,119 6,547 8,711 Minority interests (371) (165) (1,127) ---------- ---------- ---------- Profit attributable to shareholders of the 748 6,382 7,584 Group ---------- ---------- ---------- Basic and fully diluted earnings per share 12c 101c 120c US cents Headline earnings per share US cents 5c 7c 24c Proposed dividend - US cents 5.0c 8.5c 8.5c Consolidated Statement of Changes in Equity Exchange differences on translation of 246 (227) (316) the financial statements of foreign entities Change in interest in subsidiaries -- - (217) Group share of deficit on revaluation of (5,012) - - fixed assets ---------- ---------- ---------- Net loss not recognised in the income (4,766) (227) (533) statement Dividend paid for the previous year (536) (536) (536) Net profit for the period 748 6,382 7,584 ---------- ---------- ---------- Total recognised profits and increase in (4,554) 5,619 6,515 shareholders' funds Shareholders' funds brought forward 30,727 25,108 25,136 ---------- ---------- ---------- Shareholders' funds carried forward 26,173 30,727 31,651 ---------- ---------- ---------- Consolidated Balance Sheet AT 30th SEPTEMBER 2002 2001 2001 Restated US$000 US$000 US$000 Assets Non current assets Property, plant and equipment 9,245 11,143 20,233 Investments 16,943 20,434 14,645 ---------- ---------- ---------- 26,188 31,577 34,878 Current assets ---------- ---------- ---------- Inventories 4,299 4,197 7,066 Accounts receivable 5,715 4,636 4,944 Cash and bank balances 5,022 7,935 8,083 ---------- ---------- ---------- 15,036 16,768 20,093 Current liabilities Accounts payable (falling due within one (6,177) (6,525) (8,618) year) ---------- ---------- ---------- Net current assets 8,859 10,243 11,475 ---------- ---------- ---------- Total assets less current liabilities 35,047 41,820 46,353 Non current liabilities Accounts payable (falling due after more (3,487) (3,485) (3,485) than one year) Deferred taxation 117 (27) (2,636) ---------- ---------- ---------- 31,677 38,308 40,232 ====== ====== ====== Capital and reserves Called up share capital 9,450 9,450 9,450 Other reserves 6,268 9,675 6,133 Retained earnings 10,455 11,602 16,068 ---------- ---------- ---------- Shareholders' funds 26,173 30,727 31,651 Minority interests 5,504 7,581 8,581 ---------- ---------- ---------- 31,677 38,308 40,232 ====== ====== ====== Consolidated Cash Flow Statement FOR THE YEAR ENDED 30th SEPTEMBER 2002 2001 2001 Restated US$000 US$000 US$000 Operating activities Cash (absorbed by)/ generated from (741) 2,331 1,802 operations Interest paid (658) (817) (890) Taxation paid (451) (598) (604) ---------- ---------- ---------- Net cash (outflow)/inflow from operating (1,850) 916 308 activities ---------- ---------- ---------- Investment activities Purchase of tangible fixed assets (285) (354) (458) Disposal of tangible fixed assets 3,287 - 19 Acquisition of investments (7,290) (3,703) (3,405) Disposal of investments 2,966 12,814 13,946 Interest received and other investment 312 562 611 income Dividends received from Zimbabwean 541 688 297 subsidiaries and associated companies ---------- ---------- ---------- Net cash (outflow)/inflow from investment (469) 10,007 11,010 activities ---------- ---------- ---------- Net cash (outflow)/inflow before (2,319) 10,923 11,318 financing ---------- ---------- ---------- Financing activities Net increase/(decrease) in long term debt 3 (245) (245) Foreign exchange cost of subsidiary's - - (610) dividend Dividend paid - group (536) (536) (536) - minority shareholders (112) (170) (170) ---------- ---------- ---------- Net cash outflow from financing (645) (951) (1,561) activities ---------- ---------- ---------- Net (decrease)/increase in debt (2,964) 9,972 9,757 Net funds at 1st October 7,495 (2,836) (2,750) Effect of foreign exchange rate changes - 359 381 ---------- ---------- ---------- Net funds at 30th September 4,531 7,495 7,388 ---------- ---------- ---------- Notes: 1. As described in the Chairman's Review, the earnings, assets and liabilities of Zimbabwe subsidiaries and associated companies have not been consolidated. Investments have been reflected in accordance with IAS 39. 2001 comparatives have been restated. These preliminary results for the year ended 30th September 2002 and the balance sheet at that date, which are unaudited, have otherwise been prepared on the basis of accounting policies adopted for the period ended 30th September 2001. The 2001 comparatives prior to restatement do not comply with the requirements of IAS 29 (Financial reporting in Hyperinflationary Economies), otherwise the financial statements comply with International Accounting Standards and Luxembourg law in all material respects. The results are unaudited. 2. Group capital expenditure in the year was US$285,000 (2001 - US$458,000). There were no capital expenditure commitments at 30th September 2002 (2001 - US$ nil). 3. Bank loans and overdrafts of US$491,000 (2001 - US$75,000) are included in current liabilities. Group long term finance is secured on various local properties and bears interest at local commercial rates. SEGMENTAL REPORTING Primary reporting format - business segments The Group is organised on a worldwide basis into four main business segments: Import and distribution - tool import and distribution businesses in South Africa and Australia, and a non-perishable food import business internationally and in South Africa. Property- investment properties in California and South Africa. Farming - commercial agriculture and horticulture interests in Zimbabwe held through Conafex and our associated company, Ariston. Gold and iodine mining - three gold mines in Zimbabwe. One is owned 33.33% by the Group and 66.67% by our associated company, Falcon, and two are owned by Falcon. An iodine development has been established in Chile. Other operations of the Group mainly comprise transactions relating to the share portfolios, profits on disposals of tangible and intangible fixed assets and local head office costs. There are no sales or other transactions between business segments. Segment assets consist of property, plant and equipment, inventories and receivables and exclude cash balances. Segment liabilities are operating liabilities and exclude items such as taxation and borrowings. Capital expenditure comprises additions to property, plant and equipment. Unallocated assets and liabilities are cash balances, taxation and borrowings. 2002 2001 Restated Segmental analysis of results US$000 US$000 Revenue Result Revenue Result Import and distribution 19,342 2,221 16,874 1,064 Property 1,519 191 1,499 (22) Farming 192 (26) 143 210 Gold mining - 57 - 74 Other, including investments 180 * (443) 250 * 6,433 ---------- ---------- ---------- ---------- 21,233 2,000 18,766 7,759 Share of revenue and income from associated companies Farming 422 229 342 101 Gold mining - (389) - (132) ---------- ---------- 21,655 19,108 ---------- ---------- Interest paid and other charges (674) (817) ---------- ---------- Profit before tax 1,166 6,911 ---------- ---------- 2001 Segmental analysis of results US$000 Revenue Result Import and distribution 16,874 1,064 Property 1,499 (22) Farming 5,100 309 Gold mining 2,215 432 Other 250 * 7,061 ---------- ---------- 25,938 8,844 Share of revenue and results of associated companies Farming 10,027 2,482 Goldmining 5,834 (430) ---------- 41,799 ---------- Interest paid and other charges (1,494) ---------- Profit before tax 9,402 ---------- * Other revenue excludes dividend income and the proceeds of sales of investments, the profits of which are included in the result of this segment. Segmental analysis of net assets 30thSeptember 2002 Assets Liabilities Net assets/ Capital Depreciation (liabilities) Expenditure charge US$000 US$000 US$000 US$000 US$000 Import and 8,470 5,271 3,199 171 54 distribution Property 11,208 327 10,881 114 34 Farming - Group 8,570 432 8,138 - - - Associates 2,339 - 2,339 - - Gold mining - Group - - - - - - Associates 125 - 125 - - Other 3,286 1 3,285 - 8 Unallocated * 7,282 3,572 3,710 - - ---------- ---------- ---------- ---------- ---------- Consolidated total 41,280 9,603 31,677 285 96 ---------- ---------- ---------- ---------- ---------- Segmental analysis of net assets 30thSeptember 2001 - Assets Liabilities Net assets/ Capital Depreciation Restated (liabilities) Expenditure charge US$000 US$000 US$000 US$000 US$000 Import/distribution 8,168 4,809 3,359 29 59 Property 11,645 266 11,379 215 - Farming - Group 10,859 427 10,432 - - - Associated companies 5,502 - 5,502 - - Gold mining - Group - - - - - - Associated company 514 - 514 - - Other 3,772 658 3,114 53 28 Unallocated * 7,885 3,877 4,008 - - ---------- ---------- ---------- ---------- ---------- Consolidated total 48,345 10,037 38,308 297 87 ---------- ---------- ---------- ---------- ---------- Segmental analysis of net assets 30thSeptember 2001 Assets Liabilities Net assets/ Capital Depreciation (liabilities) Expenditure charge US$000 US$000 US$000 US$000 US$000 Import and 8,168 4,809 3,359 29 59 distribution Property 11,645 266 11,379 215 - Farming - Group 12,180 1,793 10,387 124 137 - Associated companies 10,989 - 10,989 - - Gold mining - Group 316 366 (50) 37 73 - Associated company 296 - 296 - - Other 3,327 658 2,669 53 28 Unallocated * 8,050 6,847 1,203 - - ---------- ---------- ---------- ---------- ---------- Consolidated total 54,971 14,739 40,232 458 297 ---------- ---------- ---------- ---------- ---------- * Unallocated assets and liabilities are cash balances, taxation and borrowings 2002 2001 Restated US$000 US$000 Group Total Capital Group Total Capital Revenue Net assets Expenditure Revenue Net assets Expenditure US$000 US$000 US$000 US$000 US$000 US$000 South Africa 17,769 4,925 118 15,689 3,908 159 Zimbabwe - 10,487 - - 17,189 - Australia 1,890 775 53 1.660 623 29 United States 1,334 7,313 114 1,274 7,428 56 Jersey - 4,635 - - 5,545 - Luxembourg 240 3,542 - 143 3,615 53 ---------- ---------- ---------- ---------- ---------- ---------- 21,233 31,677 285 18,766 38,308 297 ---------- ---------- ---------- ---------- ---------- ---------- 2001 Group Total Capital Revenue Net assets Expenditure US$000 US$000 US$000 South Africa 15,689 3,908 159 Zimbabwe 7,315 19,113 161 Australia 1,660 623 29 United States 1,274 7,428 56 Jersey - 5,545 - Luxembourg - 3,615 53 ---------- ---------- ---------- 25,938 40,232 458 ---------- ---------- ---------- 7
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