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ZIMPLOW LIMITED The Directors of Zimplow Limited are pleased to announce the Group’s audited results for the year ended 31 December 2012 Condensed Statement of Comprehensive Income for the year ended:

GROUP

Condensed Statement of Cashflows for the year ended:

COMPANY

GROUP

COMPANY

31 DEC 2012

31 DEC 2011

31 DEC 2012

31 DEC 2011

31 DEC 2012

31 DEC 2011

31 DEC 2012

31 DEC 2011

US$

US$

US$

US$

US$

US$

US$

US$

TURNOVER

35,610,823

15,503,306

12,807,190

14,654,404

CASH FLOWS FROM OPERATING ACTIVITIES

Domestic Export

30,439,175 5,171,648

11,235,468 4,267,838

8,399,612 4,407,578

10,910,355 3,744,049

Net operating (loss)/profit before dividends, interest & taxation

(888,333)

3,464,529

307,448

3,345,083

PROFIT BEFORE INTEREST AND TAX

1,779,007

3,464,529

1,379,830

3,345,083

Merger and restructuring expenses Fair value loss on investment property Net finance (costs) / income Finance income Finance costs

(1,941,388) (90,000) (736,833) 280,046 (1,016,879)

- - 170,744 249,237 (78,493)

(1,045,644) - (192,248) 105,603 (297,851)

161,748 240,241 (78,493)

(LOSS)/PROFIT BEFORE TAXATION

(989,214)

3,635,273

141,938

3,506,831

(15,962)

(904,991)

(277,499)

(864,006)

(1,005,176)

2,730,282

(135,561)

2,642,825

Taxation (LOSS)/ PROFIT AFTER TAXATION

Non cash items: Fair value loss on investment property 90,000 Income recognised in respect of share option scheme (261,600) Depreciation of property, plant and equipment 626,302 Impairment losses recognised in trade receivables 635,953 Loss/(Profit) on disposal of property, plant and equipment 19,911

Taxation paid

Items that will be reclassified to profit or loss Gain /(Loss) on avalaible for sale financial assets (AFS) 2,475 (29,752) 2,475 (29,752)

Net finance (costs)/income Net cash (outflow)/inflow from operating activities

1,983,764

-

1,455,923

-

Other comprehensive income for the year, net of tax

1,915,995

(160,353)

1,458,027

(25,206)

910,819

2,569,929

1,322,466

2,617,619

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(Loss)/ Profit attributable to: Owners of the parent entity (812,754) 2,677,328 (135,561) 2,642,825 Non Controlling interests (192,422) 52,954 - (1,005,176) 2,730,282 (135,561) 2,642,825 Total comprehensive income attributable to: Owners of the parent entity 705,972 2,583,057 1,322,466 2,617,619 Non controlling interests 204,847 (13,128) - 910,819 2,569,929 1,322,466 2,617,619 (Loss)/Earnings per share (US$) Basic (0.002) 0.007 (0.0003) 0.007 Diluted (0.002) 0.007 (0.0003) 0.007 Headline (0.002) 0.007 (0.0003) 0.007

(683,335)

(910,078)

(463,420)

(871,236)

(736,833) (2,576,166)

170,744 1,849,813

(192,248) (1,178,381)

161,748 1,561,853

(351,074) (926) 51,929 (9,289,198) (9,589,269)

(510,762) - 38,207 355,919 (116,636)

(137,555) - 400 (9,737,967) (9,875,122)

(508,796) 38,207 (470,589)

Proceeds from issue of equity instruments of the company 11,209,254 Increase in loans 621,831 Share issue costs (346,320) Dividend paid to owners of the company (907,950) Net cash inflow/(outflow) from financing activities 10,576,815

- - - (686,851) (686,851)

11,209,254 - (346,321) (907,950) 9,954,983

(686,851) (686,851)

(Decrease)/Increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effects of exchange rate changes on the balance of cash held in foreign operations

(1,588,620) 3,947,912

1,046,326 3,033,588

(1,098,520) 3,438,001

404,413 3,033,588

(66,110)

(132,002)

Cash and cash equivalents at the end of the year

2,293,182

3,947,912

2,339,481

3,438,001

(0.01)

0.01

(0.01)

0.01

CASH FLOWS FROM INVESTING ACTIVITIES Acqusition of plant and equipment Increase in long term advances Proceeds from disposal of plant and equipment Net cash (outflow)/inflow on acquisition of subsidiary Net cash invested CASH FLOWS FROM FINANCING ACTIVITIES

Operating cashflow per share (US$)

-

-

Supplementary Information

Condensed Statement of Financial Position as at:

- (261,600) (65,400) 351,907 296,482 26,738 3,553 (15,917)

Operating income before working capital changes 222,233 3,685,540 428,046 3,560,248 Working capital changes (1,378,231) (1,096,393) (950,759) (1,288,907) Cash (outflow)/inflow from operating activities (1,155,998) 2,589,147 (522,713) 2,271,341

OTHER COMPREHENSIVE INCOME

Exchange differences on translating foreign operations (69,873) (135,147) - Income tax relating to items that will be reclassified subsequently (371) 4,546 (371) 4,546 (67,769) (160,353) 2,104 (25,206) Items that will not be reclassified to profit or loss Gain on revaluation of properties 2,615,176 - 1,953,954 Income tax relating to items that will not be reclassified to profit or loss (631,412) - (498,031) -

- (65,400) 302,328 - (15,917)

GROUP

COMPANY

GROUP

COMPANY

31 DEC 2012

31 DEC 2011

31 DEC 2012

31 DEC 2011

31 DEC 2012

31 DEC 2011

31 DEC 2012

31 DEC 2011

US$

US$

US$

US$

US$

US$

US$

US$

ASSETS Non current assets

21,676,098

3,053,206

15,034,050

3,557,799

Property, plant and equipment Investment property Investment in subsidiary Deferred tax asset Long term receivables Available for sale financial assets Goodwill

14,997,554 4,500,000 - 598,395 125,000 150,451 1,304,698

2,863,605 - - - - 147,976 41,625

4,593,130 - 10,290,469 - - 150,451 -

2,857,481 552,342 147,976 -

Current assets

31,487,321

12,058,500

12,541,545

Inventories Trade and other receivables Current tax receivable Cash and cash equivalents

16,398,724 12,735,950 59,465 2,293,182

TOTAL ASSETS

53,163,419

16,745,397

27,092,550

16,099,344

Equity attributable to owners of the parent Non-controlling interest

24,316,977 9,522,812

13,725,199 512,633

24,775,610 -

13,759,761 -

Total Equity

33,839,789

14,237,832

24,775,610

13,759,761

Non current liabilities

3,532,239

621,484

1,122,931

621,484

Deferred tax Long term borrowings

3,389,214 143,025

621,484 -

1,122,931 -

621,484 -

13,692,191 7,057,950 2,686,329 - 3,947,912

6,296,044 3,422,975 - 2,339,481

6,655,452 2,448,092 3,438,001

EQUITY AND LIABILITIES

Current liabilities Trade and other payables Short term borrowings Provisions Current tax Liabilities TOTAL EQUITY AND LIABILITIES

15,791,391

1,886,081

9,380,972 5,706,806 294,021 409,592

1,171,111 - 378,982 335,988

53,163,419

1,194,009 707,990 - 339,300 146,719

16,745,397

27,092,550

1,718,099 1,005,277 377,295 335,527 16,099,344

SHARE DATA Shares in issue Weighted average number of ordinary shares in issue: for the purpose of basic earnings per share 462,135,923 391,902,501 462,135,923 391,902,501 Add dilutive impact of shares for the purposes of diluted earnings/(loss) per share Earnings for the purpose of basic & diluted earnings per share

462,135,923

391,902,501

462,135,923

391,902,501

(812,754)

2,677,328

(135,562)

2,642,825

Adjustments for items of a capital nature, net of tax Loss/(Profit) on disposal of property, plant & equipment 14,784 (11,818) 2,638 Fair value loss adjustment on investment property 66,825 - - Earnings for the purpose of headline earnings per share Basic earnings per share(US$) Headline earnings per share(US$) Diluted earnings per share(US$)

(11,818) -

(731,145)

2,665,510

(132,924)

2,631,007

(0.002) (0.002) (0.002)

0.007 0.007 0.007

(0.0003) (0.0003) (0.0003)

0.007 0.007 0.007

COMMITMENTS FOR CAPITAL EXPENDITURE Authorised and contracted for 942,055 326,560 409,200 326,560 Authorised and not yet contracted for - - - 942,055 326,560 409,200 326,560 DEPRECIATION

626,302

302,328

351,907

296,482

TAXATION CHARGE Current 152,324 Deferred income tax (136,362) 15,962 Fair value gain/(loss) on available for sale financial assets 371 Gain on revaluation of property, plant and equipment 631,412

878,795 26,196 904,991 (4,546) -

274,456 3,043 277,499 371 498,031

837,812 26,194 864,006 (4,546) -

631,783

(4,546)

498,402

(4,546)

Consolidated Group Statement of Changes in Equity for the year ended 31 December 2012

Share Capital US$

Capital Reserve US$

Balance at 1 January 2011

32,707

7,036,174

Profit for the year Other comprehensive income Payment of dividend Share based payment transaction Issue of ordinary shares on acqusition of Afritrac Non controlling interest arising from acquisition of Afritrac

- - - - 9 -

-

Share Premium US$ -

- - - - 552,333 -

Revaluation Reserve US$

Available for Foreign Currency Sale Reserve Translation Reserve US$ US$

-

101,702

-

(25,206) -

Retained earnings US$

-

(69,065) -

Balance at 31 December 2011 Loss for the year Other comprehensive income Payment of dividend Share based payment transaction Issue of ordinary shares Non controlling interest arising from acquisition of TPH Share issue costs

32,716 - - - - 23,330 - -

7,036,174 - - - - - - -

552,333 - - - - 11,185,924 - (346,320)

- - 1,744,747 - - - - -

76,496 - 2,104 - - - - -

(69,065) (35,703) - -

Balance at 31 December 2012

56,046

7,036,174

11,391,937

1,744,747

78,600

(104,768)

4,171,468

Share Based Payment US$

Attributable to owners of Parent US$

-

2,677,328 - (686,851) - - -

(65,400) -

6,161,945 (812,754) - (907,950) - - - -

(65,400) (261,600) -

4,441,241

(327,000)

11,342,051

Non Controlling Interest US$

Total US$

-

11,342,051

2,677,328 (94,271) (686,851) (65,400) 552,342 -

52,954 (66,082) - - - 525,761

2,730,282 (160,353) (686,851) (65,400) 552,342 525,761

13,725,199 (812,754) 1,711,148 (907,950) (261,600) 11,209,254 - (346,320)

512,633 (192,422) 204,847 - - - 8,997,754 -

14,237,832 (1,005,176) 1,915,995 (907,950) (261,600) 11,209,254 8,997,754 (346,320)

24,316,977

9,522,812

33,839,789

DIRECTORS: Z.L Rusike (Chairman), P. Devenish , Z. Kumwenda*(CEO), A. Kurauone, B. Mitchell* , D. Mkonto* , E. Mlambo, T. Moyo, N. Nhira , F. Rwakonda*, AR Rowland* (* Executive)


ZIMPLOW LIMITED The Directors of Zimplow Limited are pleased to announce the Group’s audited results for the year ended 31 December 2012 Chairman’s Review Introduction Trading conditions for the year under review have been challenging. Whilst the economic environment had its own problems which included, constrained liquidity conditions, policy inconsistencies and reduced capital inflows, weather patterns also played a negative role on agricultural operations. Reduced grain harvests and low cotton prices resulted in less disposable income for the small-scale farmer. The 2012/13 rain season started late and affected the normal seasonal off-take for all agricultural products. This report incorporates six months trading of Tractive Power Holdings Limited (TPHL), which became a subsidiary of Zimplow Limited by virtue of a 57.2% acquisition concluded on 30 June 2012. The new group operates in a high capital-intensive market that requires asset based finance as well as medium to long term financing structures. Your directors are pleased to have acquired this business and are confident about the considerable upside potential that the business possesses.

Operational review Agriculture Mealie-Brand, which is involved in the manufacture and distribution of animal drawn agricultural equipment, recorded a 10% decline in total volumes from last year mainly due to a negative swing in local implements volume sales. Local implements units decreased by 28% compared to prior year. The recovery that was expected in the second half did not take off as anticipated due to factors mentioned above. Export implement volumes were 13% ahead of prior year. This ameliorated the decline experienced in the local market. Spares were 98% of the prior year achievement with exports contributing 43% compared to 29% in the previous year. Factory throughput was lower than 2011 production due to reduced volumes sold. Farmec holds franchises for Massey Ferguson tractors and combine harvesters, Valtra tractors, Perkins generators, Piccini implements and Monosem planters. The division’s total wholegoods sales in units were 23% lower than the 2011 achievement for the comparative six months. The late rain season affected the seasonal off-take. Labour hours through the workshops were up by 32% whilst parts sales measured in dollars were 6% down from prior year. Afritrac, our South African operation’s volumes declined by 20% due to competition from the Far East. Northmec, which holds the franchise for CASE tractors and combine harvesters, Baldan implements, recorded a 143% increase in volumes albeit from a lower base. Mining and Construction. Barzem, which holds franchises for Caterpillar and Hyster Equipment in Zimbabwe, recorded a 10% decline in wholegoods sales compared to the same period last year, while parts sales measured in dollars were 26% above last year. CT Bolts, which incorporates Tassburg products, is involved in the supply and distribution of fasteners in Zimbabwe. Units for this division, measured in kgs declined by 7% while those measured in units declined by 12%.

Notes to the Consolidated Financial Statements

The division’s vehicle sales in units decreased by 20% against the same six months period last year while parts decreased by 23% measured in dollars. Labour hours through the workshop also decreased by 8%. The proliferation of grey imports, lack of asset based finance and a few non-performing brands contributed to the decline in motor vehicle and parts volumes.

Financial Review The group recorded revenue of USD35 610 823 enhanced by the acquisition of Tractive Power Holdings Limited. Operating profit of USD1.78 million was well below what was acheived by Zimplow Limited alone in 2011 due to pressures on spares margins and sales mix between local and exports at Mealie-Brand. However, the group ended up with an attributable loss of USD 1 005 176 due to restructuring, merger, and acquisition expenses, which are non-recurring. Finance charges and significant losses from Puzey and Payne also contributed to the loss for the year.

Prospects The group will consolidate its leadership as the agriculture and mining equipment supplier of choice representing world-class brands. The group is well positioned to take advantage of the current rehabilitation of equipment taking place in, roads, mining, rural councils, sugar and tea estates. Tobacco prices appear to be firm and this, coupled with a positive regional outlook should see the agricultural divisions improving.

Directorate Mrs. Design Mkonto, Mr. Anthony Rowland and Mr. Brendan Mitchell resigned from the board after the conclusion of 100% take over of TPHL to pave way for new members from the former TPHL board. They remain within the group as executives in their respective divisions. I am grateful for the contributions they have made to the board during their tenure. In the same vein, I would like to take this opportunity to welcome Mr. Timothy Johnson, Mr. Godfrey Manhambara and Mr. Sibani Mngomezulu to the new group and look forward to their wise counsel and experience.

Appreciation I would like to express my gratitude to our customers, employees, suppliers, bankers and other stakeholders for their steadfast assistance to bring the group to where it is at the moment. In conclusion, I would like to extend my sincere thanks to fellow board members and management for putting together a key strategic group that is set to deliver value to all stakeholders.

For the year ended 31 December 2012

1. Presentation and Statement of Compliance

3. Events after the Reporting Date Non-adjusting events Acquisition of the balance of the issued share capital of Tractive Power Holdings Limited. On 15 January 2013, Zimplow Limited acquired the balance of the issued capital of Tractive Power Holdings Limited (TPHL), being 66,206,418 (Sixty Six Million Two Hundred and Six Thousand Four Hundred and Eighteen) TPHL ordinary shares, through the issue of 191.78 (One Hundred and Ninety One Comma Seven Eight) Zimplow Shares for every 100 (One Hundred) TPHL ordinary shares held, or a cash consideration of USD0.10 (Ten United States of America Cents) for every TPHL ordinary share held. TPHL is now a 100% owned subsidiary of Zimplow Limited.

1.1 Basis of Preparation The Consolidated financial statements have been prepared on the historical cost basis except for property, plant, equipment, investment property and financial instruments that are measured at revalued amounts or fair values. Historical cost is generally based on the fair value of the consideration given in exchange for assets. 1.2 Statement of Compliance These consolidated financial statements have been prepared in accordance with international financial reporting standards and presented in United States dollars (US dollars), which is the Group’s functional currency.

4. Segment Information The following is an analysis of the Group’s revenue and results from continuing operations by reportable segment:

2. Goodwill Goodwill of US$ 1 023 028 arose in the acquisition of Tractive Power Holdings Limited on 30 June 2012.

31 DECEMBER 2012 Revenue Intersegment revenue

Zimplow US$ 12,364,195 442,995

Afritrac US$ 1,207,065 62,578

TPHL US$ 22,039,563 -

Total revenue

12,807,190

1,269,643

22,039,563

Segment operating profit

- 1,379,830

Unallocated items

- (126,282)

Acquisition and restructuring expenses Finance income Finance costs Income taxes (Loss)/ Profit after tax Segment assets Segment liabilities

- 14,201 (1,658) 31,315

Total US$ 35,610,823 -

(505,573)

35,610,823

- 417,720 17,740

1,689,008

(1,045,644) 105,603 (297,851) (277,499)

Adjustments US$ - (505,573)

(895,744) 160,242 (717,371) 235,195

- - - (4,973)

(1,941,388) 280,046 (1,016,880) (15,962)

(135,561)

(82,424)

27,092,550

1,122,206

35,926,204

(799,958) (10,977,541)

(1,005,176) 53,163,419

2,316,940

234,046

19,069,857

(2,297,213)

19,323,630

Other segment information Depreciation and amortisation

351,907

10,549

263,846

-

626,302

Additions to non current assets

137,555

30,783

182,736

-

351,074

31 DECEMBER 2011 Revenue Intersegment revenue

Zimplow US$ 13,979,365 675,039

Afritrac US$ 1,523,941 325,114

Adjustments US$ - (1,000,153)

Total US$ 15,503,306 -

Total revenue

14,654,404

1,849,055

(1,000,153)

15,503,306

135,823 (16,372)

3,464,529

Segment operating profit

3,345,078

Unallocated items

- - -

Finance income Finance costs Income taxes

249,237 (78,493) (904,991)

Profit after tax

ZL RUSIKE CHAIRMAN 4 March 2013

Segment assets

Segment liabilities

2,730,282

16,128,140

1,318,663

(701,406)

16,745,397

1,718,100

313,500

(145,519)

1,886,081

Other segment information

Motoring Division Puzey and Payne is a franchise holder for Peugeot and a dealer for Mazda, Mitsubishi, Forland and Toyota. It is involved in the sale and servicing of vehicles including parts sales under these brands.

Depreciation and amortisation

296,482

5,846

-

302,328

Additions to non current assets

508,796

1,966

-

510,762

31 DECEMBER 2012

Farming US$

Revenue Intersegment revenue

19,244,238 (62,578)

Total revenue

Fasteners US$

Motoring US$

9,031,868 -

3,396,363 (442,995)

4,290,353 -

153,574 -

- 36,116,396 - (505,573)

19,181,660

9,031,868

2,953,368

4,290,353

153,574

- 35,610,823

1,173,329

1,167,469

180,606

(529,992)

25,371

(327,775)

1,689,008

31 DECEMBER 2011

Farming US$

Mining US$

Fasteners US$

Motoring US$

Property US$

Admin US$

Total US$

Revenue Intersegment revenue

12,832,957 (325,114)

- -

3,670,502 (675,039)

- -

- -

- 16,503,459 - (1,000,153)

Total revenue

12,507,843

-

2,995,463

-

-

- 15,503,306

3,190,432

-

274,097

-

-

-

Segment operating profit

Segment operating profit

Mining US$

Property US$

Admin US$

Total US$

3,464,529

Company Statement of Changes in Equity for the year ended 31 December 2012

Share Capital US$

Capital Reserve US$

Balance at 1 January 2011

32,707

7,036,174

Profit for the year Other comprehensive income Payment of dividend Share based payment transaction Issue of ordinary shares on acqusition of Afritrac

- - - - 9

-

Share Premium US$ -

- - - - 552,333

Revaluation Reserve US$

Available for Foreign Currency Sale Reserve Translation Reserve US$ US$

-

101,702

-

(25,206) -

Retained earnings US$

Share Based Payment US$

-

4,171,468

- -

2,642,825 - (686,851) - -

(65,400) -

Attributable to owners of Parent US$

-

Balance at 31 December 2011 Loss for the year Other comprehensive income: Payment of dividend Share based payment transaction Issue of ordinary shares Share issue costs

32,716 - - - - 23,330 -

7,036,174 - - - - - -

552,333 - - - - 11,185,924 (346,321)

- - 1,455,923 - - - -

76,496 - 2,104 - - - -

- - - - - - -

6,127,442 (135,561) - (907,950) - - -

(65,400) (261,600) -

Balance at 31 December 2012

56,046

7,036,174

11,391,936

1,455,923

78,600

-

5,083,931

(327,000)

11,342,051

2,642,825 (25,206) (686,851) (65,400) 552,342 13,759,761 (135,561) 1,458,027 (907,950) (261,600) 11,209,254 (346,321)

24,775,610

DIRECTORS: Z.L Rusike (Chairman), P. Devenish , Z. Kumwenda*(CEO), A. Kurauone, B. Mitchell* , D. Mkonto* , E. Mlambo, T. Moyo, N. Nhira , F. Rwakonda*,AR Rowland* (* Executive)

Zimplow Abridged Report 2012  

The Directors of Zimplow Limited are pleased to announce the Group’s audited results for the year ended 31 December 2012

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