SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
__X__ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
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 0-27494
FIRST SOUTH AFRICA CORP., LTD.
(Exact name of Registrant as Specified in Its Charter)
Bermuda Not Applicable
(State or Other Jurisdiction of (IRS Employer
Identification No.)
Incorporation or Organization)
Clarendon House, Church Street, Hamilton HM CX, Bermuda
(Address of Principal Executive Offices with Zip Code)
Registrant s Telephone Number, Including Area Code: 809-295-1422
Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report.
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. Yes No X
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution
of securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of common stock outstanding as of May 14, 1996
was 4,142,500.
FIRST SOUTH AFRICA CORP., LTD.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1995
PART 1. FINANCIAL INFORMATION PAGE
Item 1. First South Africa Corp., Ltd.
Consolidated Balance Sheets - Unaudited F1
Consolidated Statements of Income for the
three months ended March 31, 1996 and
March 31, 1996 - Unaudited F2
Consolidated Statement of Cash Flow since
inception date to March 31, 1996 - UnauditedF3
Statement of Changes in Stockholder s
Investment for the period ended March 31, 1996F4
Notes to the Combined Financial Statements F5-F8
Item 2. Management s Discussion and Analysis of
FinancialCondition
and Results of Operation F9-F11
PART II. OTHER INFORMATION
Item 5. Subsequent Events F12
Item 6. Exhibits and Reports on Form 8-K F12
SIGNATURES F13
FIRST SOUTH AFRICA CORP., LTD
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ACTUAL
March 31,
September 30,
1996
1995
$
$
ASSETS
Current assets
Cash on hand
8,149,68112,125
Receivables
3,172,595-
Less: Allowances for bad debts
(370,056) -
2,802,539-
Inventories (net)
2,102,146-
Prepaid expenses and other current assets
148,628 -
Total current assets
13,202,99412,125
Property, plant and equipment
3,817,970
- -
Less: Accumulated depreciation
(1,201,293) -
2,616,677
- -
Goodwill
43,475
- -
Investments and other assets
96,154
- -
15,959,300
12,125
LIABILITIES AND STOCKHOLDERS INVESTMENT
Current liabilities
Current portion of long term debt
112,261
- -
Bank overdraft and factoring facility
419,020
- -
Trade accounts payable
1,222,974
- -
Other provisions and accruals
1,022,786
- -
Income taxes payable
352,160
-
Total current liabilities
3,129,201
- -
Long term debt
1,308,667
- -
Loans from related companies
16,146
- -
Deferred Income taxes
(57,413) -
Total liabilities
4,396,601
- -
Stockholders Investment
Common stock
399,476
12,125
Capital in excess of par
10,496,996
- -
Retained earnings
1,962,558
- -
Currency translation adjustment
(1,296,331) -
11,562,699
12,125
15,959,300
12,125
See accompanying notes to the financial statements
FIRST SOUTH AFRICA CORP., LTD
CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED
MARCH 31, 1996 AND 1995
ACTUAL
PRO FORMA Inception toThree months endedThree months ended
March 31, March 31, March 31,,
1996 (two months) 1996 1995
$ $ $
Revenues 3,349,100 4,186,375 4,586,033
Operating expenses
Cost of sales 2,062,287 2,577,859 2,897,012
Selling, general and administrative
expense1,198,2101,455,5401,502,063
3,260,497 4,033,399 4,399,075
Operating income 88,603 152,976 186,958
Other income 95,308 104,211 38,885
Interest expense (78,927) (100,652) (115,419)
Income before income taxes104,984 156,535 110,424
Provision for taxes on income(7,715) (16,715) 4,518
Net Income 97,269 139,820 114,942
Net profit per share
0.08 0.12
0.10
Weighted average number
of shares outstanding1,251,243 1,209,349 1,209,349
CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED
MARCH 31, 1996 AND 1995
ACTUALPRO FORMA
Inception toNine months endedNine months
ended
March 31, March 31, March 31,
1996 (nine months) 1996 1995
$ $ $
Revenues 3,349,100 13,406,104 13,593,472
Operating expenses
Cost of sales 2,062,287 8,128,789 8,277,758
Selling, general and administrative
expenses1,242,1554,274,9434,362,714
3,304,442 12,403,732 12,640,472
Operating Income 44,658 1,002,372 953,000
Other income 98,809 269,292 164,028
Interest expense (497,094) (777,004) (243,777)
(Loss)/income before income taxes(353,627)494,660 873,251
Provision for taxes on income(8,601) (296,486) (279,098)
Net (loss)/income (362,228) 198,174 594,153
Net (loss)/profit per shares (
0.29) 0.16
0.49
Weighted average number
of shares outstanding1,251,243 1,209,349 1,209,349
FIRST SOUTH AFRICA CORP., LTD
CONSOLIDATED STATEMENT OF CASH FLOWS SINCE INCEPTION DATE TO
MARCH 31, 1996
(UNAUDITED)
March 31,
1996
$
Cash flows from operating activities:
Net loss (362,228)
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation 493,019
Deferred income taxes (29,559)
Effect of changes in assets and liabilities 314,860
Net cash used in operating activities 416,092
Cash flows from investing activities:
Net additions to fixed assets (86,179)
Purchase of investment and other assets (414,264)
Net cash used in investing activities (500,443)
Cash flows from financing activities:
Repayments of bank overdrafts (808,287)
Repayment of long term debt (366,503)
Borrowing of loans from related companies 3,294
Borrowings of short term debt (348,975)
Common stock issue 9,689,795
Net cash provided by financing activities 8,169,324
Effect of exchange rate movements on cash 52,583
Net increase in cash on hand 8,137,556
Cash on hand at beginning of year 12,125
Cash on hand at end of year 8,149,681
FIRST SOUTH AFRICA CORP., LTD
STATEMENT OF CHANGES IN STOCKHOLDER S INVESTMENT
FOR THE PERIOD ENDED MARCH 31, 1996
Capital Currency
Common Excess of RetainedTranslation
Stock par earnings Adjustment
$ $ $$
Balance at September 30, 199512,125- - -
Acquisitions 385,4062,330,4652,324,786 (1,096,184)
Common stock issue 21,945 8,166,531 - -
Net income - -(362,228) -
Translation adjustment - - - (200,147)
Balance at March 31, 1996399,46710,496,9961,962,558(1,296,331)
FIRST SOUTH AFRIC
A CORP., LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995
1. Organization
First South Africa Corp., Ltd. (the Company), a Bermuda
corporation, was organized in
September, 1995 to acquire, own and operate seasoned closely held
companies in South Africa with
annual sales in the range of approximately $5 million to $50
million.
On January 24, 1996, the Company completed an initial public
offering (the Offering) whereby
it sold 2,000,000 Units to the public at $5.00 per unit, realizing
net proceeds of approximately
$8,175,000, of which a substantial portion has been allocated to
future acquisitions. Concurrently
with the closing of the Offering, the Company acquired through its
South African subsidiary, First
South Africa Holdings, (Proprietary) Limited, (FSAH), three South
African companies, (the
Acquisitions) namely; (I) Starpak (Proprietary) Limited, which is
engaged in the manufacture of
high quality plastic packaging machinery, (ii) L.S. Pressing
(Proprietary) Limited, which is engaged
in the manufacture of washers for use in the fastener industry, and
(iii) Europair Africa
(Proprietary)Limited, which is engaged in the manufacture and
supply of air conditioning products.
On February 21, 1996, the underwriter of the Offering exercised its
option to purchase up to an
additional 200,000 Units at $5.00 a Unit and 100,000 shares of
Common Stock sold by a selling
stockholder. The net proceeds to the Company after deduction of
underwriting discounts and
commissions was $887,750.
2. Basis of Presentation
The financial statements contained herein contain a presentation of
the Company s position and
operating results as of and for the two months since January 24,
1996 (the date of the offering) and
the nine months ended March 31, 1996. These operating results
reflect the consummation of the
IPO and the acquisitions. Also presented are the Pro Forma Income
Statements for the three and
nine months ended March 31, 1996 which reflect both the completion
of the Company s IPO and
the Acquisitions.
Management s Discussion and Analysis has been presented for the
Company on a proforma
consolidated basis.
3. Summary of Significant Accounting Policies
Unaudited Interim Financial Statements
The accompanying unaudited consolidated financial statements of the
Company have been prepared
in accordance with generally accepted accounting principles for
interim financial information and
in accordance with Item 310 (b) of Regulation S-B. Accordingly,
they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete
financial statements. In the opinion of management, the unaudited
interim consolidated financial
statements contain all adjustments, consisting of normal recurring
accruals, necessary to present fairly
the financial position of the Company at March 31, 1996, and the
results of operations and cash
flows for the periods presented. Results for the interim periods
are not necessarily indicative of
results to be expected for the full year. These financial
statements should be read in conjunction
with the financial statements and notes included in the Company s
Registration Statement on Form
S -1, declared effective on January 24, 1996, (File No. 33-99180).
(the Registration Statement).
FIRST SOUTH AFRICA CORP., LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued).
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its wholly owned
subsidiaries. All intercompany accounts have been eliminated in
consolidation.
Federal Income Taxes
The Company is domiciled in Bermuda, a country which does not levy
corporate income taxes. All
provisions for income taxes reflected in Statements of Operations
reflect South African corporate
income tax provisions for the Company s subsidiaries. The current
South African corporate tax rate
is 35%. South African income tax expense is based on reported
earnings before income taxes.
Deferred income taxes represent the impact of temporary differences
between the amounts of assets
and liabilities recognized for financial reporting purposes and
such amounts recognized for tax
purposes. Deferred taxes are measured by applying currently
enacted tax laws.
Foreign Currency Translation
The functional currency of the Company s operating subsidiaries is
that of South African Rands.
Accordingly, the following rates of exchange have been used for
translation purposes:
Assets and liabilities are translated into United States
Dollars using the exchange rates at the
balance sheet date.
Common stock and capital in excess of par are translated using
historical rates at date of
issuance.
Revenue, expenses, gains and losses are translated into United
States Dollars using the weighted
average exchange rates for each year.
The resultant translation adjustments are reported in the component
of shareholders investment
designated as Foreign currency translation adjustment.
Foreign assets and liabilities
Transactions in foreign currencies arise as a result of inventory
purchases from foreign countries.
Transactions in foreign currencies are accounted for at the rates
ruling on transaction dates.
Exchange gains and losses are charged to the income statement
during the period in which they are
incurred. Foreign assets and liabilities of the group which are
not denominated in South African
Rands are converted into South African Rands at the exchange rates
ruling at the financial year end
or at the rates of forward cover purchased. Forward cover is
purchased to hedge the currency
exposure on foreign liabilities.
4. Stockholders Equity
The authorized capital stock of the Company consist of an aggregate
of 23,000,000 shares of
Common Stock, par value $.01 per share (the Common Stock) ,
2,000,000 shares of Class B
Common Stock, par value $.01 per share (the Class B Common
Stock), and 5,000,000 shares of
Preferred Stock, par value $.01 per share.
As of March 31, 1996 there were 1,942,500 shares of Class B Common
Stock outstanding and
2,200,000 shares of Common Stock.
FIRST SOUTH AFRICA CORP., LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued).
In connection with the Offering the Company has issued a Unit
Purchase Options to the underwriter
to purchase up to 200,000 Units comprised of 200,000 shares of the
Company s Common Stock and
200,000 Class A Warrants and 200,000 Class B Warrants. The Unit
Purchase Options are
exercisable during the two year period commencing three years from
the date of this Prospectus at
an exercise price of $6.00 per unit (120% of the initial public
offering price) subject to adjustments
in certain events.
Holders of the Common Stock have one vote per share on each matter
submitted to a vote of the
shareholders and a ratable right to the net assets of the Company
upon liquidation. Holders of the
Common Stock do not have preemptive rights to purchase additional
shares of Common Stock or
other subscription rights. The Common Stock carries no conversion
rights and is not subject to
redemption or to any sinking fund provisions.
The Class B Common Stock and the Common Stock are substantially
identical on a share-for-share
basis, except that the holders of Class B Common Stock have five
votes per share on each matter
considered by shareholders and the holders of the Common Stock have
one vote per share on each
matter considered by shareholders, and except that the holders of
each class will vote as a separate
class with respect to any matter requiring class voting by The
Companies Act 1981 of Bermuda.
Each share of Class B Common Stock is automatically converted into
one share of Common Stock
upon the death of the original holder thereof, or, the sale or
transfer of such stock to the public.
As of February 29, 1996, and as a result of the Offering, there
were 2,300,000 Class A Warrants and
Class B Warrants outstanding.
Each Class A Warrant entitles the registered holder to purchase one
share of Common Stock and
one Class B Warrant, at an exercise price of $6.50, until the fifth
anniversary of the date of the
Offering.
Each Class B Warrant entitles the registered holder to purchase one
share of Common Stock at an
exercise price of $8.75 per share at any time after issuance until
the fifth anniversary of the date of
the Offering.
5. Inventory
Inventory consists of the following:
March 31,September 30,
1996 1995
$ $
Merchandise 473,402 -
Finished goods 1,497,822 -
Work-in-progress 181,848 -
Raw materials 823,831 -
2,976,903 -
Less: valuation allowance(874,757) -
2,102,146 -
FIRST SOUTH AFRICA CORP., LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued).
6. Pro Forma Financial Information
The pro forma consolidated statements of income for the three and
nine months periods ended
March 31, 1996 have been adjusted to give effect to the offering
and exercise of the underwriter s
over allotment option.
The unaudited pro forma consolidated statements of income of the
Company have been derived
from the historical financial statements of Starpak, L.S. Pressings
and Europair and do not purport
to be indicative of the consolidated financial position or
consolidated results of operations that would
have occurred had the transactions been completed on July 1, 1994
or which may be expected to
occur in the future.
The pro forma consolidated statements of income for the three and
nine month periods ended
March 31, 1996 include Corporate office costs, which are
incorporated under Selling, general and
administrative costs, of $143,516 and $187,461, and Other income of
$53,687 and $57,188
respectively. The comparatives for the three and nine month
periods ended March 331, 1995 do no
include these costs and income as the Company was only organized in
September, 1995.
Earnings per common share is based on net profit for the period
divided by the weighted average
number of Common shares outstanding. For the two months since the
Offering and the nine months
ended March 31, 1996, the weighted average number of shares
outstanding was 1,251,243. For the
three and nine month periods ended March 31,1996 and 1995 the
number of shares outstanding on
proforma basis was 1,209,349.
FIRST SOUTH AFRICA CORP., LTD
ITEM 2. MANAGEMENT S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company was incorporated in September 1995 to acquire, own and
operate closely held
companies in South Africa with annual sales in the range of
approximately $5 million to $50 million.
In this regard, the Company, through its South African subsidiary,
FSAH, entered into an agreement
to acquire three South African companies (collectively, the
Acquisitions), namely (I) Starpak
(Proprietary) Limited, which is engaged in the manufacture of
high-quality plastic packaging
machinery, (ii) L.S. Pressings (Proprietary) Limited, which is
engaged in the manufacture of washers
for use in the fastener industry, and (iii) Europair Africa
(Proprietary) Limited, which is engaged
in the manufacture and supply of air conditioning products. These
transaction were consummated
simultaneously with the closing of the Company s initial public
offering on January 24, 1996. Until
that time the Company funded itself primarily through
stockholders loans and capital contributions
and the Bridge Financing of Notes and Warrants. The Company
anticipates that it will derive
revenues primarily through income generated from the operations of
acquired operating companies
in South Africa.
The average annual rate of inflation in South Africa since the
period ended March 31, 1995 until
March 31, 1996 was approximately 6.3%.
The average rate for the South African Rand against the U.S. dollar
for the periods under discussion
were as follows:
Three Months Ended Three Months Ended Nine Months Ended
Nine Months Ended
March 31, 1995 March 31, 1996 March 31, 1995
March 31, 1996
$1 = R3.59 $1 = R3.84$1= R3.58$1 = R3.72
Depreciation of 7.0% 3.9%
Based on these figures, in evaluating the comparable sales and
expense numbers for the companies
in question
for the three month and nine month periods ended March 31, 1996
versus the comparable periods
in 1995; approximately 1% of the decrease in sales and expenses
for the three month period ended
March 31, 1996 versus the comparable period in 1995 and
approximately 2.4% of the increase in
expenses for the nine month period ended March 31, 1996 versus the
comparable period in 1995 is
attributed to the net effect of the rate of inflation in South
Africa.
Three Months Ended March 31, 1996 Compared to Three Months Ended
March 31, 1995
Pro forma sales for the three months ended March 31, 1996 were
$4,186,375 versus $4,586,033 for
the comparable period in 1995. This decrease reflects a drop in
sales for all three operating
subsidiaries. This can primarily be explained by the rapid
increase in business experienced by the
Company s in early 1995, as a result of the above average economic
growth following the country s
first democratic elections in April 1994. More specifically,
Europair s business was negatively
effected by an unseasonably cold summer in 1996. The Company s
operating subsidiaries have
traditionally had fluctuations in their sales when compared on a
quarterly basis. The decline in sales
for the quarter therefore does not necessarily reflect a trend and
for a more indicative analysis, the
comparable nine month numbers should be utilized.
Pro forma cost of goods sold for the three months ended March 31,
1995 were $2,577,859 or 61.6%
of sales versus $ 2,897,012 or 63.2%, for the comparable period in
1995.
Pro forma sales, general and administrative costs were $1,455,540
for the three months ended
March 31, 1995 or 34.8% of sales versus $1,502,063 for the
comparable period in 1995 or 32.8% of
sales. This percentage increase can primarily be attributed to the
sales, general and administrative
costs incurred by the Company s corporate office during the three
months ended March 31, 1996
which were not incurred in the comparable period in 1995.
MANAGEMENT S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Pro forma interest expenses were $100,652 for the three months
ended March 31, 1996 versus
$115,419 for the comparable period in 1995.
Pro forma other income for the three months ended March 31, 1996
was $104,211 versus $38,885
in the comparable period in 1995. This increase can be primarily
attributed to the interest earned
by the Company on its increased cash balances after completion of
its Initial Public Offering in
January, 1996.
Pro forma net income for the three month period ended March 31,
1996, was $139,820 or $.12 a
share as compared to a net profit of $114,492 or $.10 a share in
the comparable period in 1995.
Nine Months Ended March 31, 1996 Compared to Nine Months Ended
March 31, 1995
Pro forma sales for the nine months ended March 31, 1996 were
$13,406,104 versus $13,593,472 for
the comparable period in 1995. This decrease of approximately 1.4%
can primarily be explained by
a decrease in the volume of sales.
Pro forma cost of goods sold for the nine months ended March 31, 1
996 were $8,128,789 or 60.6%
of sales versus $ 8,277,758 or 60.9%, for the comparable period in
1995.
Pro forma sales, general and administrative costs were $4,274,943
for the nine months ended March
31, 1996 or 31.9% of sales versus 4,362,714 for the comparable
period in 1995 or 32.1% of sales.
Pro forma interest expenses were $777,004 for the nine months ended
March 31, 1996 versus
$243,777 for the comparable period in 1995. This increase includes
$418,167 related to the interest
charged to the Company as a result of its Bridge Financing
transaction, which took place in
November 1995. $227,500 of such interest is value attributed to the
cost of Warrants issued as part
of such financing , $169,000 of such interest is transaction cost
incurred, with the remainder being
interest paid to note holders. These are one time expenses and are
not expected to reoccur.
Pro forma other income for the nine months ended March 31, 1996 was
$269,102 versus $164,028
in the comparable period in 1995.
Pro forma net income for the nine month period ended March 31,
1996, was $198,174 or a profit
of $.16 a share as compared to a net profit of $594,153 or $.49 a
share in the comparable period in
1995. Assuming the Company did not incur a one time interest charge
associated with its Bridge
Notes, net income would have been $616,341 or $.51 a share for the
nine months ended March 31,
1996.
Liquidity and Capital Resources
The pro forma Consolidated Balance Sheet as at, March 31, 1996,,
shows cash on hand of $8,149,681
of which $262,249 was held by the operating subsidiaries. The
remainder reflects the net proceeds
realized by the Company from the completion of its Offering on
January 24, 1996 and the
subsequent exercise of the underwriters over allotment option on
February 21, 1996.
MANAGEMENT S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
The Company s pro forma consolidated working capital as at, March
31, 1996, was $10,073,793. As
at, March 31, 1996, the Company had a total of $1,308,667 in bank
debt of which $112,261 was
classified as current as well as $419,020 in current bank
overdrafts payable and factoring facilities.
Cash flows provided by operating activities for the Company for the
period since inception to March
31, 1996 totaled $416,092. Cash flows used in investing
activities for the period since inception to
March 31, 1996 totaled 500,443 primarily attributed to the purchase
of investment and other assets.
Net cash provided by financing activities was $8,169,324 for the
period since inception to March 31,
1996. This increase is primarily attributable to the net proceeds
derived from the Company s Initial
Public Offering.
PART II - OTHER INFORMATION
Item 5.SUBSEQUENT EVENTS
On April 24, 1996 the Company announced that Europair Refrigeration
(Pty) Ltd., a wholly owned
subsidiary of First South African Holdings, had acquired certain
assets of Universal Refrigeration
Spares (Pty) Ltd. The assets acquired include inventory, two
regional offices and a number of
distribution and agency agreements with leading international
refrigeration manufacturers. The
value of assets acquired was approximately $100,000. Universal
Refrigeration generated
approximately $1,000,000 in sales during its last complete fiscal
year.
On April 29, 1996 the Company announced that its wholly owned
subsidiary, L.S. Pressings (Pty)
Ltd., had acquired the business of Paper and Metal Industries (Pty)
Ltd., a manufacturer of black
cut washer for the fastener industry in South Africa. Total
purchase consideration was
approximately $400,000. Paper and Metal generated revenues of
approximately $1,000,000 during
its last fiscal year.
On May 2, 1996 the Company announced that its wholly owned
subsidiary First South African
Holdings, (Pty) Ltd., had entered into a definitive agreement to
acquire Piemans Pantry (Pty) Ltd.,
a manufacturer and distributor of fine quality meat, vegetarian and
fruit pies. The terms of the
acquisition call for an initial payment of approximately $4 million
in cash and 331,579 shares of
common stock. Two additional payments, the value of which are
contingent upon future
performance, shall be made over the next two years. Piemans
generated annual revenues of
approximately $18.2 million during its last fiscal year. The
acquisition is anticipated to close on or
before June 3, 1996.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
No Exhibits or reports on Form 8-K during the quarter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: May 14 , 1996
FIRST SOUTH AFRICA., LTD.
/s/ Clive Kabatznik
Clive Kabatznik
Chief Executive Officer, President
and Chief Financial Officer
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