UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER
0-27494
NOTIFICATION OF LATE FILING CUSIP NUMBER
G34874100
(Check One): [X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: June 30, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ---------------------------
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
First South Africa Corp., Ltd.
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Full Name of Registrant
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Former Name if Applicable
Clarendon House
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Address of Principal Executive Office (Street and Number)
Church Street, Hamilton HMCX, Bermuda
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
a. The reasons described in reasonable detail in Part III of this form
[X] could not be eliminated without unreasonable effort or expense;
b. The subject annual report, semi-annual report, transition report on
[X] Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
c. The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
See Attachment "A".
<PAGE>
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Clive Kabatznik 305 856-1949
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s)
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of results cannot be made.
See Attachment "B".
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First South Africa Corp., Ltd.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date September 28, 1998 By /s/ Clive Kabatznik
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Clive Kabatzik
President and Chief Financial Officer
and Chief Financial Officer
<PAGE>
Attachment "A"
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As a result of the effects of Hurricane Georges in southern Florida, on
September 24 and 25, 1998, and because the Company's financial personnel are
currently located in Israel and South Africa, the completion of the Form 10-K,
most significantly, the MD&A, has been delayed.
<PAGE>
Attachment "B"
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FROM: First South Africa Corp. Ltd.
2665 South Bayshore Drive
Coconut Grove, FL 33133
Contact: Rebecca Freeman
305-857-5009
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FOR IMMEDIATE RELEASE
FIRST SOUTH AFRICA CORP., LTD. REPORTS EARNINGS OF $.69
FOR FISCAL YEAR ENDED JUNE 30, 1998.
Coconut Grove, FL, September 25, 1998 -- First South Africa Corp., Ltd.
(NASDAQ-FSACF) today released its annual results for the year June 30, 1998.
For the year ended June 30, 1998, the Company reported a net income of
$4,406,912 or $.69 a primary share, with 6,424,981 weighted average shares
outstanding and $.63 on a fully diluted basis, on sales of $113,408,350.
Consolidated earnings for 1998 were $6,408,046.
For the year ended June 30, 1997, the Company reported a net income of
$6,683,165 or $1.30 a primary share, with 5,139,855 weighted average shares
outstanding and $1.22 on a fully diluted basis, on sales of $66,575,931.
For the three months ended June 30, 1998, the Company reported net income of
$956,189 both $0.14 on a primary and fully diluted basis with 7,075,000 weighted
shares outstanding. Sales for the quarter totaled $27,637,393. Consolidated
earnings for the quarter totaled $1,248,645.
The fiscal 1998 shares outstanding include approximately 1,173,000 shares issued
in connection with the voluntary Warrant exchange that concluded in December
1997.
For the quarter ended June 30, 1997, the Company reported net income of
$3,710,576 or $0.67 a primary share and $.67 on a fully diluted basis, on
revenues of $22,038,451 and 5,594,912 shares outstanding.
During the quarter ended June 30, 1998 the company recorded a net gain from the
disposal of subsidiary stock of $2,608,834. During the comparable quarter in
1997, the Company recorded a net gain of $3,327,478 from the disposal of
subsidiary stock. In addition the Company incurred a non cash foreign currency
charge of approximately $400,000 for the quarter ended June 30, 1998 as well as
retrenchment costs related to lay off effecting approximately 100 employees. The
company anticipates laying off approximately 75 additional employees during the
current quarter.
<PAGE>
"The results for the quarter ended June 30, 1998, while positively impacted by
the outstanding performance of our First SA Food Holdings subsidiary, were
negatively effected by the expected seasonal losses of our lifestyle group, as
well as accounting provisions taken in a number of our subsidiaries in
anticipation of the difficult economic environment in which South Africa
currently finds itself" said Clive Kabatznik, Chief Executive Officer of First
South Africa Corp., Ltd."
"For the year as a whole we have seen revenue increasing by over 70%, and
operating income before depreciation and amortization rising to $9.6 million an
increase of 29% over the previous year. These gains came despite a depreciation
of approximately 10% in the Rand/U.S. dollar exchange rate and without a full 12
month's results in our lifestyle group."
"This being said, the tremendous turmoil in all emerging markets has not left
South Africa unscathed. Interest rates are at historic highs, and the South
African currency and Johannesburg Stock Exchange have fallen dramatically over
the past few months. Our share price in the United States has also been impacted
by this turmoil. The South African economy has been negatively effected by the
financial volatility and extremely high real interest rates and we foresee an
extremely difficult business environment while these conditions last."
"However, we remain committed to our strategy of building high quality, well
focused business groups in those segments of the South African markets that we
hope will show above average returns due to the enormous socio-demographic
changes occurring in that country. We are helpful that the current stress on the
country and on the market capitalization of our Company will ease as investors
realize the inherent strength of South Africa and the underlying value of our
business. Numerous operating challenges face our management in the coming fiscal
year, but we believe we have the team and the assets to weather this storm and
to emerge even stronger once calmer conditions prevail."
Mr. Kabatznik noted that First South Africa's balance sheet had approximately
$18 million in cash, $89 million in assets with operating debt of just over $9
million, long term convertible debentures of $25 million and over $37 million in
shareholders' equity. During the past three months approximately $4.5 million of
the Company's 9% Subordinated Debentures have been retired or repurchased.
The statements which are not historical facts contained in this press release
are forward-looking statements that involve certain risks and uncertainties
including but not limited to risks associated with the uncertainty of future
financial results, additional financing requirements, development of new
products, regulatory approval processes, the impact of competitive products or
pricing, unpredictability of patent protection, technological changes, the
effect of economic conditions and other uncertainties detailed in the company's
filings with the Securities and Exchange Commission.
(Financial Tables Follow)
<PAGE>
FIRST SOUTH AFRICA CORP., LTD.
Consolidated Statement of Earnings
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
June 30, 1998 June 30, 1997
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<S> <C> <C>
Sales $27,637,393 $22,038,451
Consolidated Net Income $1,248,645 $3,845,800
Minority Interest in Consolidated
Subsidiary Companies $308,113 $135,224
Net Profit* $956,184 $3,710,576
Net Profit/Per Share (primary) $0.14 $0.67
Net Profit/Per share (fully diluted) $0.14 $0.67
Average no. of Shares Outstanding 7,075,000 5,538,173
Shares Outstanding (fully diluted) 10,320,000 6,082,911
Year Ended Year Ended
June 30, 1998 June 30, 1997
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Sales $113,408,350 $66,575,931
Consolidated Net Income $6,408,046 $6,807,462
Minority Interest in Consolidated
Subsidiary Companies $2,016,912 $135,224
Net Profit* $4,406,912 $6,683,165
Net Profit/Per Share (primary) $0.69 $1.30
Net Profit/Per Share (fully diluted) $0.63 $1.22
Average no. of Shares Outstanding 6,424,981 5,139,855
Shares Outstanding (fully diluted) 9,633,303 5,594,912
</TABLE>
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* During the quarter ended June 30, 1998 the company realized a net gain
of $2,608,934, from the disposal of subsidiary stock. During the
comparable period in 1997, the company realized a net gain of
$3,028,005 from the sale of 30% of the stock of First SA Food Holdings
when it listed on the Johannesburg Stock Exchange.
