Final Results

R.E.A.Hldgs PLC 22 April 2004 R.E.A. Holdings plc Commentary on preliminary results - 2003 Results The profit on ordinary activities before taxation for 2003, as shown in the accompanying consolidated profit and loss account, amounted to £2,070,000. This represented an increase of 42 per cent over the profit before tax for the preceding year of £1,456,000. A combination of a relatively low tax charge, principally reflecting deferred tax adjustments, and a reduction in the component of profit attributable to minorities resulted in a profit after tax attributable to the group of £1,342,000, almost double the figure of £682,000 achieved in the preceding year. The results were achieved despite the strengthening of sterling against the US dollar during the year. This has had a negative impact because the group's revenues are effectively US dollar denominated. Operations Operationally, the year was a little disappointing in as much as the fresh fruit bunch ('FFB') crop of 222,713 tonnes, although some 12 per cent higher than the 199,184 tonnes harvested in 2002, was 17 per cent below estimate. The directors attribute the shortfall to the dry conditions experienced in East Kalimantan in 2002 and do not believe that it has any implications as respects long term crop projections, particularly as the last four months of the year saw crops returning towards estimated levels and crops for the early months of 2004 have been in line with expectations. The planned installation of a second production line in the group's oil mill was completed during 2003. With additional capacity coming on stream from July, the mill was comfortably able to cope with the processing requirements of the peak cropping period of September to December. Land clearing for the new extension planting programme of 3,000 hectares per annum started in mid 2003 and good progress has been made on the construction of roads and bridges and the planting of cover crops in the newly cleared areas. Group development In March 2003, the company raised £3.07 million (before expenses) by way of a placing and open offer. Then, in September 2003, an additional £1.9 million (before expenses) was raised by way of a further placing. With these monies, the company supported a rights issue by its subsidiary, Makassar Investments Limited ('Makassar') (the Jersey holding company of PT REA Kaltim Plantations ('REA Kaltim'), the direct owner of the established East Kalimantan operations). Outside shareholders in Makassar did not take up their rights and, in consequence, the company further increased its equity interest in Makassar to the current level of 87.7 per cent. Makassar was able, with the proceeds of its 2003 rights issue, to provide additional financial support to REA Kaltim. This has enabled REA Kaltim to arrange new loan funding from an Indonesian bank with which to complete the restructuring of REA Kaltim's bank debt. It is expected that such loan funding will be drawn down shortly. Whilst the demand for repayment of REA Kaltim's outstanding indebtedness of US$8.175 million to interests connected with Mr M E Zukerman remains outstanding (see contingent liability note to the preliminary results), the group has at last (and for the first time since early 2001) achieved a position in which no event of default can be declared on any of its bank indebtedness in respect of any event that has arisen to-date. Agreement in principle has been reached during 2003, and has recently been formalised, for the establishment of a joint venture oil palm development (to be owned 95 per cent by the group and 5 per cent by a local Indonesian investor) on an area of land adjacent to the REA Kaltim property that lies to the south of the Belayan river. Subject to financing, it is hoped to develop that part of the new joint venture area that is suitable for planting with oil palms, currently estimated to comprise some 5,000 hectares, over a period of three to four years from July 2004. Such development will be in addition to the established 3,000 hectares per annum extension planting on the REA Kaltim property. Dividends A dividend equal in amount to the fixed semi-annual dividend on the 9 per cent cumulative preference shares that fell due on 31 December 2003 was duly paid to holders of the preference shares but the company remains in arrears to the extent of four semi-annual dividends on the preference shares. The rights of the preference shares provide for accumulation of arrears of preference dividends so that no entitlement to dividends will be lost by preference shareholders. However, the directors recognise that many preference shares are acquired for income and that the postponement of that income is unsatisfactory. Subject to the price of crude palm oil ('CPO') remaining at satisfactory levels, and absent any material adverse change in the group's financial condition, the directors intend that the company should make payments equal to all future semi-annual dividends on the preference shares as these arise and should seek to eliminate the accumulated arrears of dividend on the preference shares as rapidly as circumstances permit. No dividend can be paid on the ordinary shares until all arrears of dividend on the preference shares have been discharged. Accordingly, no ordinary dividends have been paid or are proposed in respect of 2003. Prospects With the East Kalimantan operations having received good rainfall in 2003, the directors are optimistic that 2004 will see yields returning to levels normal for the maturity profile of the productive areas. On that basis, the FFB crop for 2004 has been estimated at 298,000 tonnes, some 34 per cent ahead of the crop achieved in 2003. Present CPO price levels are highly remunerative for the group and, whilst commodity prices trends are difficult to predict, forward prices indicate that the CPO price levels should remain firm well into the second half of the year. On that basis the directors foresee 2004 proving to be a very good year for the group. Looking further forward, it must be remembered that the group is engaged in operations that are inherently risky. The CPO market is cyclical, agriculture can always be affected by climatic factors and the group's assets are located entirely in Indonesia. To these inherent risks must be added the risks associated with the continuing litigation against the company. Against these factors, the group now has a substantial and efficient operating base, is a low cost producer of CPO and has an expansion programme that should ensure increasing crops for many years to come. Moreover the much improved financial position of the group as compared with November 2001, when the New York litigation was initiated, has reduced the materiality of that litigation. The directors acknowledge that it would be foolish to ignore the risks that the group faces. Moreover, they appreciate that, realistically, the group's forward progress will not be one of linear growth. Nevertheless, they believe that the group has an exceptional opportunity in East Kalimantan to establish a world class oil palm operation and they fully intend that the group should realise the potential that this opportunity affords. Consolidated profit and loss account for the year ended 31 December 2003 Unaudited 2003 2002 £000 £000 Turnover 13,781 12,831 Cost of sales (7,469) (7,897) ------ ------ Gross profit 6,312 4,934 Administrative expenses (2,236) (2,571) ------ ------ Group operating profit 4,076 2,363 Disposal of fixed assets and investments - continuing 24 (6) Disposal of fixed assets and investments - discontinued (281) (320) Interest receivable and similar income 165 88 Interest payable (1,914) (669) ------ ------ Profit on ordinary activities before taxation 2,070 1,456 Tax on profit on ordinary activities (345) (49) ------ ------ Profit on ordinary activities after taxation 1,725 1,407 Minority interests (including non-equity interests) (383) (725) ------ ------ Profit for the financial year 1,342 682 Non-equity dividends (513) (512) ------ ------ Retained profit for the year 829 170 ------ ------ Earnings per ordinary share - basic 5.1p 1.4p Earnings per ordinary share - fully diluted 3.7p 1.3p All operations in both years are continuing except where stated. Consolidated balance sheet 31 December 2003 Unaudited 2003 2002 £000 £000 Fixed assets Tangible fixed assets 50,238 49,603 ------ ------ Current assets Stocks 1,346 857 Debtors 3,710 4,544 Cash 6,790 5,156 ------ ------ 11,846 10,557 Creditors: falling due within one year (15,244) (13,765) ------ ------ Net current liabilities (3,398) (3,208) ------ ------ Total assets less current liabilities 46,840 46,395 Creditors: falling due after more than one year Convertible debt (3,463) (3,419) Other creditors (15,312) (21,134) ------ ------ (18,775) (24,553) ------ ------ Provision for liabilities and charges (288) - ------ ------ Net assets 27,777 21,842 ------ ------ Capital and reserves Called up share capital 10,376 8,887 Share premium account 4,665 1,233 Capital redemption reserve 3,240 3,240 Warrants 1,212 1,218 Revaluation reserve (384) (532) Other reserve 1,027 768 Profit and loss account 3,333 2,454 ------ ------ Shareholders' funds 23,469 17,268 Equity minority interests 2,002 2,010 Non-equity minority interests 2,306 2,564 ------ ------ Total capital employed 27,777 21,842 ------ ------ Shareholders' funds may be analysed as follows Equity interests 16,737 11,563 Non-equity interests 6,732 5,705 ------ ------ 23,469 17,268 ------ ------ Consolidated statement of total recognised gains and losses for the year ended 31 December 2003 Unaudited 2003 2002 £000 £000 Profit for the financial year 1,342 682 Currency translation and revaluation adjustments 150 1,784 ------ ------ 1,492 2,466 ------ ------ Consolidated cash flow statement for the year ended 31 December 2003 Unaudited 2003 2002 £000 £000 Net cash flow from operating activities 7,259 1,035 ------ ------ Returns on investments and servicing of finance Interest received 165 88 Interest paid (1,914) (669) Preference dividends paid (257) - ------ ------ (2,006) (581) ------ ------ Taxation (11) (101) ------ ------ Capital expenditure and financial investment Purchase of tangible fixed assets (4,675) (2,154) Sale of tangible fixed assets 40 60 Sale of investments 597 - ------ ------ (4,038) (2,094) ------ ------ Acquisitions and disposals Purchase of further shares in subsidiary companies - (560) ------ ------ Equity dividends paid - - ------ ------ Cash inflow (outflow) before management of liquid resources and financing Financing 1,204 (2,301) ------ ------ Management of liquid resources (4,226) (3,315) ------ ------ - - Financing Issue of ordinary share capital and expenses 4,901 (5) Issue of convertible loan stock and expenses - 3,419 Net (repayment)/ issue of debt over one year (2,619) 2,815 Finance lease repayments (244) (151) ------ ------ 2,038 6,078 ------ ------ ------ ------ (Decrease)/Increase in cash (984) 462 ------ ------ Notes to the preliminary results Basis of preparation The financial statements have been prepared in accordance with accounting standards applicable in the United Kingdom. The principal accounting policies have been applied consistently. Segment information In the tables below the group's turnover, net assets and profit before taxation are analysed by geographical area. No analysis is provided of these items by business class as with effect from 2002 the group only operates within the agricultural sector with any other income being incidental to that activity. Comparative figures have been restated accordingly. Net assets, in the case of the geographical analysis, are allocated to the area where the activity related to those assets is located. Unaudited 2003 2002 £'m £'m Turnover by geographical origin United Kingdom 0.2 0.2 Indonesia 13.6 12.6 ----- ----- 13.8 12.8 ----- ----- Turnover by destination United Kingdom 0.2 0.2 Indonesia 10.4 12.1 Other Asia 3.2 0.5 ----- ----- 13.8 12.8 ----- ----- Net assets by geographical origin United kingdom (2.5) (2.5) Indonesia 30.3 23.8 Other Asia - 0.5 ----- ----- 27.8 21.8 ----- ----- £'000 £'000 Profit by geographical origin United Kingdom 956 (380) Indonesia 1,371 2,162 ----- ----- 2,327 1,782 Disposal of assets and investments (257) (326) ----- ----- 2,070 1,456 ----- ----- Unaudited 2003 2002 Taxation £'000 £'000 UK Corporation tax - - Foreign taxation Foreign taxation (57) (59) ----- ----- Adjustments in respect of previous years - 10 Share of taxation of associated companies ----- ----- Total current tax (57) (49) Deferred tax (288) - ----- ----- (345) (49) ----- ----- Contingent liability In November 2001, entities associated with Mr M E Zukerman ('the plaintiffs') commenced an action in New York against the company and two of its directors personally ('the defendants') asserting claims ('the claims') for fraud, fraudulent inducement, breach of contract, promissory estoppel and tortious interference in relation to a purported oral contract between the company and the plaintiffs to cause Makassar and/or REA Kaltim to pay a return of 30 per cent per annum on monies lent to REA Kaltim by, or with the support of, the plaintiffs. The company entered into no such agreement as is alleged by the plaintiffs. Accordingly, the directors consider that the claims are without merit and, on the basis of legal advice received, the defendants filed a motion to have the claims dismissed in their entirety. A magistrate judge (to whom the motion for dismissal was referred) recommended that, save for one minor component of one claim for fraud, all claims for fraud, fraudulent inducement and tortious interference should be dismissed but that the remaining claims, which are all contract related, should proceed (on the grounds that such claims could not be dismissed without investigation of the factual background which is not possible on a motion for dismissal). The plaintiffs have objected to the magistrate's recommendations as respects most of the claims recommended for dismissal and the defendants have objected as respects the magistrate's recommendation to retain the minor component of one claim for fraud. A final ruling on these matters is still awaited. Announcement based on draft accounts The financial information set out in the announcement does not constitute the company's statutory accounts for the year ended 31 December 2003 or 2002. The financial information for the year ended 31 December 2002 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under s237(2) or (3) of the Companies Act 1985. The statutory accounts for the year ended 31 December 2003 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies following the company's annual general meeting. This information is provided by RNS The company news service from the London Stock Exchange

Companies

REA Holdings (RE.)
UK 100