<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 1998
BOLLE INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-23899 13-3934135
-------- --------- ----------
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
Suite B-302, 555 Theodore Fremd Avenue, Rye, New York 10580
- ----------------------------------------------------- -----
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (914) 967-9475
---------------
Not Applicable
--------------
(Former name or former address, if changed from last report)
Page 1 of 30.
Index to Financial Statements at page 4.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
- ---------------------------------------------------------------------------
The following Financial Statements, pro forma financial information
and exhibits are filed as part of this Report.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED: The financial
statements of Bill Bass Optical Pty Limited as of and for the
two (2) years ended June 30, 1997, required to be provided by
Rule 3-05(b) of Regulation S-X, together with the report of
Ernst & Young, independent accountants, dated September 3,
1998. The unaudited interim financial statements of Bill Bass
Optical Pty Limited have not been included herein as they
have not yet been prepared by the acquired company. When
completed, such statements will be filed by amendment.
(b) PRO FORMA FINANCIAL INFORMATION: Pro forma financial
information required to be provided pursuant to Article 11.
Incorporated by reference to financial exhibits to the
Company's Registration Statement on Form S-1 (Registration
No. 333-56687).
2
<PAGE>
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 hereunto duly authorized.
Dated: September 8, 1998 BOLLE INC.
/s/ Ian Ashken
------------------------
By: Ian G.H. Ashken
Title: Chief Financial Officer
3
<PAGE>
INDEX TO FINANCIAL STATEMENTS
-----------------------------
Document Page
- -------- ----
The financial statements of Bill Bass Filed electronically
Optical Pty Limited for the two (2) herewith.
years ended June 30, 1997, required
to be provided by Rule 3-05(b)
of Regulation S-X, together with the
report of Ernst & Young, independent
accountants, dated September 3, 1998.
Pro Forma financial information required Incorporated by
to be provided pursuant to Article 11. reference to financial
exhibits to the
Company's Registra-
tion Statement on
Form S-1 (Registra-
tion No. 333-56687).
4
<PAGE>
BILL BASS OPTICAL PTY LIMITED
A.C.N. 005 741 300
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 1997
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 1997
A.C.N: 005 741 300
CONTENTS
Page
Independent audit report 1
Profit and loss account 2
Balance sheet 3
Statement of cash flows 4-5
Notes to and forming part of the financial statements 6-23
<PAGE>
INDEPENDENT AUDIT REPORT
To the Board of Directors of Bill Bass Optical Pty Limited
We have audited the accompanying consolidated balance sheets of Bill Bass
Optical Pty Ltd as of 30 June 1997 and 30 June 1996, and the related
consolidated statements of profit and loss and cashflows for the years then
ended. These financial statements are the responsibility of the company's
management. Our own responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide reasonable basis for our opinion.
AUDIT OPINION
In our opinion, the consolidated financial statements referred to above,
present fairly, in all material respects, the consolidated financial position
of Bill Bass Pty Ltd at 30 June 1997 and 30 June 1996 and the consolidated
results of its operations and its cashflows for the years then ended in
conformity with Note 1.
Accounting principles generally accepted in Australia vary in certain
significant respects from accounting principles generally accepted in the
United States of America (see Note 27).
ERNST & YOUNG
Melbourne, Australia
3 September 1998
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
PROFIT AND LOSS STATEMENT
YEAR ENDED 30 JUNE 1997
NOTE CONSOLIDATED
1997 1996
A$ A$
Operating revenue 2 18,707,918 19,561,453
========== ==========
Operating profit before abnormal
items and income tax 3 2,654,778 2,671,156
Operating profit before income tax 2,654,778 2,671,156
Income tax expense 4 891,979 940,985
attributable to operating result ----------------------------
Operating profit after income tax 1,762,799 1,730,171
Retained profits at the beginning
of the financial year 4,194,763 2,502,592
------------ ------------
Total available for appropriation 5,957,562 4,232,763
------------ ------------
Dividends provided for or paid 19 314,358 38,000
Retained profits at the end of the
financial year 5,643,204 4,194,763
------------ ------------
The Profit and Loss Statement should be read in conjunction with the
following notes.
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
BALANCE SHEET
AS AT 30 JUNE 1997
<TABLE>
<CAPTION>
NOTE CONSOLIDATED
1997 1996
A$ A$
CURRENT ASSETS
<S> <C> <C> <C>
Cash 505,322 46,142
Receivables 5 2,685,471 3,510,594
Inventories 6 4,964,655 4,157,688
Other 7 139,494 140,607
------------ -------------
TOTAL CURRENT ASSETS 8,294,942 7,855,031
------------ -------------
NON-CURRENT ASSETS
Investments 8 23,876 175,844
Property, plant and equipment 9 3,118,793 3,116,188
Intangibles 10 1,045,000 1,140,000
Other 11 21,643 2,237
-------------- -------------
TOTAL NON-CURRENT ASSETS 4,209,312 4,434,269
------------ -------------
TOTAL ASSETS 12,504,254 12,289,300
------------ -------------
CURRENT LIABILITIES
Accounts Payable 12 3,714,382 2,365,451
Borrowings 13 2,000,000 2,531,301
Provisions 14 861,038 1,012,238
------------ -------------
TOTAL CURRENT LIABILITIES 6,575,420 5,908,990
------------ -------------
NON CURRENT LIABILITIES
Accounts Payable 15 200,732 220,183
Provisions 16 55,289 64,786
------------- -------------
TOTAL NON CURRENT LIABILITIES 256,021 284,969
------------- -------------
TOTAL LIABILITIES 6,831,441 6,193,959
------------ ------------
NET ASSETS 5,672,813 6,095,341
============ ============
SHAREHOLDERS' EQUITY
Share capital 17 20,000 1,920,917
Reserves 18 9,609 (20,339)
Retained Profits 5,643,204 4,194,763
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 5,672,813 6,095,341
============ ============
</TABLE>
The Balance Sheet should be read in conjunction with the following notes.
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
STATEMENT OF CASH FLOWS
YEAR ENDED 30 JUNE 1997
<TABLE>
<CAPTION>
CONSOLIDATED
1997 1996
A$ A$
CASH FLOWS FROM
OPERATING ACTIVITIES
<S> <C> <C>
Receipts from customers 16,496,010 16,420,075
Payments to suppliers and employees (14,235,713) (15,629,933)
Income tax paid (1,106,515) (165,788)
Other income 552,070 525,986
Interest received 132,064 69,535
Interest paid (254,525) (305,825)
-------------- -------------
NET CASH FLOWS FROM
OPERATING ACTIVITIES 26 (b) 1,583,391 914,050
------------ -----------
CASH FLOWS FROM INVESTING
ACTIVITIES
Acquisition of plant & equipment (215,373) (106,619)
Proceeds from sale of plant & equipment 110,470 35,864
Proceeds from sale of investments 177,810 -
Investment in joint venture - 16,052
Proceeds from partnership 14,443 -
Advance to partnership - (3,980)
Proceeds from short term deposits 78,864 (130,544)
------------- ---------
NET CASH FLOWS FROM (USED IN)
INVESTING ACTIVITIES 166,214 (189,227)
------------- ---------
</TABLE>
This Statement of Cash Flows should be read in conjunction with the following
notes.
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
STATEMENT OF CASH FLOWS
YEAR ENDED 30 JUNE 1997
<TABLE>
<CAPTION>
CONSOLIDATED
1997 1996
A$ A$
CASH FLOWS FROM (USED IN)
FINANCING ACTIVITIES
<S> <C> <C>
Foreign exchange contracts settled 1,364 31,753
Share buyback (1,900,917) -
Repayment of bills payable (100,000) -
Repayments of advances - associates - (102,100)
Advances - associates 125,000 8,880
Repayments of advances - related parties (1,008,457) (713,622)
Advances - related parties 2,289,528 334,037
Advances - other 34,198 -
Repayments - other - (11,925)
Repayments - secured loan - (291,321)
Dividends paid (314,358) (38,000)
Finance lease principal repaid (25,167) (109,336)
----------------- -----------
NET CASH FLOWS FROM (USED IN)
FINANCING ACTIVITIES (898,309) (891,634)
----------------- ------------
NET INCREASE/(DECREASE) IN
CASH HELD 851,296 (166,811)
Add opening cash brought forward (385,159) (201,632)
Effect of exchange rate changes on
opening cash 39,185 (16,716)
------------- ------------
CLOSING CASH
CARRIED FORWARD 27 (a) 505,322 (385,159)
============ ============
</TABLE>
This Statement of Cash Flows should be read in conjunction with the following
notes.
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The special purpose financial report has been prepared for Bolle Inc. for
filing with the United States of America's Securities and Exchange Commission.
The accounting policies used in preparation of this report, as described below,
are consistent with previous years and are in the opinion of the directors
appropriate to meet the needs of Bolle Inc.
By virtue of Statement of Accounting Concepts 1 (SAC 1) the requirements of
Accounting Standards issued by the Australian Accounting Standards Board and
other professional reporting requirements do not have mandatory applicability
to Bill Bass Optical Pty Limited in relation to the years ended 30 June 1997
and 1996 because the directors have determined that the company and the
economic entity are not reporting entities. However, the directors have
determined that in order for the financial statements to present fairly the
consolidated results of operations and state of affairs, the requirements of
Accounting Standards and other professional reporting requirements have been
complied with, with the exception of the presentation of parent entity
financial information
These accounting principles differ in certain significant respect from
accounting principles generally accepted in the United States of America (refer
Note 27: Differences between Australian and United States Generally Accepted
Accounting Principles).
CASH
For the purposes of the statement of cash flows, cash includes cash on hand and
in banks, and money market investments readily convertible to cash within 2
working days, net of outstanding bank overdrafts.
FOREIGN CURRENCIES
Translation of foreign currency transactions
Transactions in foreign currencies of entities within the economic entity are
converted to local currency at the rate of exchange ruling at the date of the
transaction.
Amounts payable to and by the entities within the economic entity that are
outstanding at the balance date and are denominated in foreign currencies have
been concerted to local currency using rates of exchange ruling at the end of
the financial year.
All resulting exchange differences arising on settlement or re-statement are
brought to account in determining the profit or loss for the financial year,
and transaction costs, premiums and discounts on forward exchange contracts are
deferred and amortised over the life of the contract.
Translation of accounts of overseas operations
All overseas operations are deemed self-sustaining as each is financially and
operationally independent of Bill Bass Optical Pty Ltd. The accounts of
overseas operations are translated using the current rate method and any
exchange differences are taken directly to the foreign currency translation
reserve component of shareholders' equity.
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
INVENTORIES
Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition
are accounted for as follows:
o Raw materials - purchase cost on a first-in-first-out basis; and
o Finished goods and work-in-progress - cost of direct material and labour
and a proportion of manufacturing overheads based on normal operating
capacity.
PROPERTY, PLANT AND EQUIPMENT
Cost and Valuation
Property, plant and equipment are carried at cost.
Depreciation
Depreciation is calculated on a reducing balance basis on all plant and
equipment other than land and buildings at rates calculated to allocate the
cost less estimated residual value at the end of the useful lives of the
assets, against revenue over those estimated useful lives.
RECOVERABLE AMOUNT
Non-current assets are not revalued to an amount above their recoverable
amount, and where carrying values exceed this recoverable amount assets are
written down. In determining recoverable amount the expected net cash flows
have been discounted to their present value using a market determined risk
adjusted discount rate.
INTANGIBLES
Goodwill
Goodwill is amortised by the straight line method over the period during which
benefits are expected to be received. This is taken as being 20 years.
INVESTMENTS
Non-current investments are carried at the lower of cost and recoverable
amount.
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
CONSOLIDATED
1997 1996
A$ A$
2. OPERATING REVENUE
Included in the operating profit
are the following items of
operating revenue:
Sales revenue 17,735,657 18,926,003
Other revenue
- - Management Fee - associate 79,380 152,100
- - Exchange gains (net) 9,236 10,106
- associate 117,468 -
- other 64,316 77,535
- - Rent received 261,905 246,203
- - Share of joint venture profit/(loss) (1,968) 12,013
- - Share of partnership profit/(loss) 14,443 (3,980)
- - Proceeds on sale of non current assets 266,416 35,864
- - Proceeds on sale of leased assets - (14,074)
- - Interest received - other related parties 108,339 62,043
- other 23,725 7,492
- - Other 29,001 50,148
----------- -------------
Operating Revenue 18,707,918 19,561,453
========== ==========
3. OPERATING PROFIT
The operating profit before income tax is arrived at after charging the
following items:
Amortisation of non current assets:
Borrowing costs 498 251
Plant and equipment under lease 70,013 70,004
Goodwill 95,000 95,000
Depreciation of plant and equipment 54,951 34,161
Bad debts written off 12,127 13,150
Bank charges 40,163 40,355
Finance charges - leases 37,044 34,325
Interest expenses - director related parties 47,362 35,527
- other 207,163 270,298
Superannuation contributions 194,292 176,088
Rental - operating leases 155,000 137,349
Unrealised foreign exchange loss/(gain) 17,099 (57,950)
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
CONSOLIDATED
1997 1996
A$ A$
Net loss/(profit) on disposal of non current
assets (50,581) 11,220
Charges to the following provisions:
Annual leave 4,996 32,351
Doubtful debts (10,000) -
Long service leave (9,497) 64,786
4. INCOME TAX
The prima facie tax, on operating profit differs from the income tax provided
in the accounts as follows:
Prima facie tax benefit
on operating profit at 36% 955,720 961,616
Tax effect of permanent differences
Rebateable dividends (54,000) -
Non deductible entertainment 3,822 3,834
FITB not previously recognised (36,419) -
Amortisation of intangible assets 34,200 34,200
Other items 40,056 (58,665)
Under/(over) provision of previous year (51,400) -
------------ ---------------
Income tax expense attributable
to operating profit 891,979 940,985
========== ==========
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
<TABLE>
<CAPTION>
CONSOLIDATED
1997 1996
A$ A$
5. RECEIVABLES (CURRENT)
<S> <C> <C>
Trade Debtors - wholly owned group - -
Trade Debtors 2,490,338 2,477,228
Provision for Doubtful Debts (20,000) (30,000)
----------- -----------
2,470,338 2,447,228
---------- ----------
Sundry debtors 55,978 16,723
Short term deposits 51,680 130,544
Forward exchange contract 7,667 26,129
Amounts other than trade debts receivable
from related parties:
Wholly owned group
- ultimate parent entity - 649,692
- controlled entities - -
Directors and director-related entities
- director related entities 2,160 -
Other related parties
- associated companies 97,648 240,278
------------- ------------
Total receivables 2,685,471 3,510,594
=========== ===========
a) Movement in provision for doubtful
debts
- balance at the beginning of the year (30,000) (30,000)
- write back of previous bad and doubtful debts
provided for 10,000 -
---------- -----------
- balance at the end of the year (20,000) (30,000)
========= ===========
6. INVENTORIES (CURRENT)
Raw materials 34,880 -
Finished goods 4,929,775 4,157,688
----------- -----------
4,964,655 4,157,688
=========== ===========
</TABLE>
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
CONSOLIDATED
1997 1996
A$ A$
7. OTHER CURRENT ASSETS
Prepayments 47,052 86,600
Future income tax benefit 92,422 54,007
----------- ------------
139,474 140,607
========== ==========
8. INVESTMENTS (NON-CURRENT)
Equity in joint venture 22,789 24,757
Shares - unlisted 1,087 151,087
------------- -----------
23,876 175,844
============= ===========
a) Investment in controlled entities comprises:
Country of Percentage of equity interest
Name Incorporation held by the economic entity
1997 1996
% %
Parkhurst Oaks Pty Ltd Aust
- - ordinary shares 100 100
Bolle Asia Ltd HK
- - ordinary shares 100 100
9. PROPERTY, PLANT AND EQUIPMENT
Land and buildings
- - At cost 2,651,745 2,651,745
---------- ---------
Leasehold improvements
- - At cost 6,445 6,445
------------ ------------
Office furniture
- - At cost 245,686 278,223
- - Provision for depreciation (150,981) (186,715)
--------- ---------
94,705 91,508
----------- ------------
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
<TABLE>
<CAPTION>
CONSOLIDATED
1997 1996
A$ A$
9. PROPERTY, PLANT AND EQUIPMENT - CONTINUED
<S> <C> <C>
Furniture and fittings
- - At cost 60,462 52,093
- - Provision for depreciation (33,595) (28,226)
----------- -----------
26,867 23,867
------------ ------------
Motor vehicles
- - At cost 80,857 70,470
- - Provision for depreciation (21,416) (9,716)
----------- ------------
59,441 60,754
------------ ------------
Motor Vehicle under lease
- - At cost 374,619 347,719
- - Provision for amortisation (95,029) (71,043)
----------- -----------
279,590 276,676
---------- ----------
Plant and equipment under lease
- - At cost - 13,000
- - Provision for amortisation - (7,807)
--------------- ------------
- 5,193
--------------- ------------
Total Property, Plant & Equipment
- - At cost 3,419,814 3,419,695
- - Provision for depreciation (301,021) (303,507)
---------- ----------
Total written down amount 3,118,793 3,116,188
========== ==========
10. INTANGIBLES
Goodwill
- - At cost 1,900,000 1,900,000
- - Provision for amortisation (855,000) (760,000)
---------- ----------
1,045,000 1,140,000
========== ==========
</TABLE>
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
<TABLE>
<CAPTION>
11. OTHER NON CURRENT ASSETS
CONSOLIDATED
1997 1996
A$ A$
<S> <C> <C>
Borrowing costs
- - At cost 2,488 2,488
- - Provision for amortisation (749) (251)
------------- ----------------
1,739 2,237
------------ -------------
Future income tax benefit 19,904 -
------------ -------------
21,643 2,237
============= =============
12. ACCOUNTS PAYABLE (CURRENT)
Trade creditors - others 2,141,731 1,193,606
Amounts other than trade debts payable to:
Wholly owned group
- ultimate parent entity 724,102 -
- controlled entities - -
Directors and director-related entities
- loan from director 2,375 13,904
- director related entities 484,263 571,090
Other related parties
- associated companies - 9,337
Other unsecured loans 42,295 8,097
Other creditors 260,667 504,752
Lease Liability 58,949 64,665
------------ ------------
3,714,382 2,365,451
========== ==========
13. BORROWINGS (CURRENT)
Bank overdraft - 431,301
Bills payable 1,500,000 1,600,000
Bank loan 500,000 500,000
----------- ------------
2,000,000 2,531,301
=========== ===========
</TABLE>
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
CONSOLIDATED
1997 1996
A$ A$
14. PROVISIONS (CURRENT)
Provision for income tax 749,521 905,718
Provision for discount 9,500 9,500
Provision for employee entitlements 102,017 97,020
---------- -----------
861,038 1,012,238
========== ==========
15. ACCOUNTS PAYABLE
(NON CURRENT)
Lease liability 200,732 220,183
========== ===========
16. PROVISIONS
(NON CURRENT)
Provision for employee entitlements 55,289 64,786
========== ===========
17. SHARE CAPITAL
Authorised Capital
10,000,000 ordinary $1.00 shares 10,000,000 10,000,000
========== ===========
Issued and Fully Paid
20,000 ordinary $1.00 shares
(1996 - 1,920,917 ordinary $1.00 shares) 20,0000 1,920,917
========== ============
A share buy back of 1,900,917 ordinary shares
at the par value of $1 per share was undertaken
during the year to restructure the capital of the
company.
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
<TABLE>
<CAPTION>
CONSOLIDATED
1997 1996
A$ A$
18. RESERVES
<S> <C> <C>
Foreign currency translation 9,609 (20,339)
============= ==============
Movement in foreign currency translation reserve:
- - Balance at beginning of year (20,339) 6,869
Gain/(loss) on translation of overseas
controlled entities 29,948 (37,208)
------------- --------------
Balance at year end 9,609 (20,339)
============== ==============
19. DIVIDENDS PAID OR PROVIDED FOR
Dividends paid during the year:
- - Current year interim
Franked dividends - ordinary 314,358 38,000
============= =============
The tax rate at which dividends have or will be
franked is 36% (1996:36%).
The amount of franking credits available for the
subsequent financial year are:
- - franking account balance as at the end of the
financial year is $5,054,365
- - franking credits that will arise from payment
of income tax payable as at the end of the
financial year will be $1,200,797.
20. AUDITORS REMUNERATION
Amounts received or due and receivable by the auditors for:
- - Auditing services 23,750 5,092
- - Other services 60,143 37,575
------------- ------------
83,893 42,667
============= ============
</TABLE>
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
CONSOLIDATED
1997 1996
A$ A$
21. REMUNERATION OF DIRECTORS
Income paid or payable, or otherwise made
available, in respect of the financial year,
to all directors of each entity in the
economic entity, directly or indirectly, by
the entities of which they are directors or any
related party: 428,000 406,944
========== =======
The number of directors of Bill Bass
Optical Pty Limited whose remuneration
falls within the following bands:
1997 1996
$190,000 - 199,999 0 1
$210,000 - 219,999 2 1
22. RELATED PARTY DISCLOSURES
a) The directors of Bill Bass Optical Pty Limited during the year were:
Eric Henry Collicoat
Roger Howard Gibbons
b) Bill Bass Trust is the ultimate parent entity.
c) The following related party transaction occurred during the financial year:
(i) Transactions with related parties in wholly-owned group.
1. $724,102 (1996: $649,692) was borrowed from Bill Bass Trust at an interest
rate of 10% ($64,969) repayable at call.
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
22. RELATED PARTY DISCLOSURES - CONTINUED
(ii) Transactions with other related parties.
1. Management fees totalling $79,380 (1996: $152,100) were received by Bill
Bass Optical Pty Ltd from Bolle Sunglasses Ltd in respect of management
services provided during the period.
2. An amount of $9,337 (1996: $134,347) was repaid to settle an existing loan
with William Bass & Co.
3. An amount of $125,500 (1996: $Nil) was repaid on an existing loan to Bolle
Sunglasses Ltd, an associate of Bill Bass Optical Pty Ltd.
(iii) Transactions with the directors of Bill Bass Optical Pty Ltd and the
economic entity.
1. Interest of $181 (1996: $168) was charged to a loan account payable to
Roger Gibbons. This interest charge was calculated at an annual interest
rate of 8%.
2. An amount of $11,710 (1996: $Nil) was repaid to Eric Collicoat as
settlement for an existing loan.
(iv) Transactions with director-related entities.
1. An amount of $9,476 (1996: $Nil) was repaid Tickworth Pty Ltd, a company in
which Eric Collicoat has a controlling ownership interest as part
settlement of an debt owing.
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
22. RELATED PARTY DISCLOSURES - CONTINUED
(iv) Transactions with director-related entities.
2. Interest of $30,164 (1996: $28,043) was charged to a loan account payable to
Tickworth Pty Ltd, a company in which Eric Collicoat has a controlling
ownership interest. This interest charge was calculated at an annual
interest rate of 8%.
3. An amount of $Nil (1996: $15,604) was repaid to Second Pasdenom Pty Ltd, a
company in which a relative of Eric Collicoat has a controlling ownership
interest as part settlement of an debt owing.
4. Interest of $7,261 (1996: $7,317) was charged to a loan account payable to
Second Pasdenom Pty Ltd, a company in which a relative of Eric Collicoat
has a controlling ownership interest. This interest charge was calculated
at an annual interest rate of 8%.
5. An amount of $114,776 was repaid to settle an existing loan with Sunnyco
Trust, an entity in which Roger Gibbons has a controlling interest,
repayable at call.
6. A loan of $2,160 (1996: $Nil) was made to Sunnyco Trust, an entity in which
Roger Gibbons has a controlling interest. Interest is charged at an annual
rate of 8%.
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
22. RELATED PARTY DISCLOSURES - CONTINUED
d) Equity instruments of directors
(i) Interests in the equity instruments of entities in the economic entity
held by directors of the reporting entity and their director-related
entities at balance date:
Bill Bass Optical Pty Ltd
A$1 Ordinary shares Dividends paid
1997 1996 1997 1996
E.H. Collicoat* 6,667 640,306 104,786 12,667
R.H. Gibbons* 6,667 640,306 104,786 12,667
----------------- ------------------ ---------- ---------
13,334 1,280,612 209,572 25,334
================= ================== ========== =========
The decrease in ownership of shares is attributable to the share buyback
disclosed in Note 17.
* These shares are held indirectly through Bill Bass Trust.
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
CONSOLIDATED
1997 1996
A$ A$
23. EXPENDITURE COMMITMENTS
Finance leases:
- - Not later than one year 85,329 94,173
- - Later than one year and
not later than two years 168,345 86,177
- - Later than two years and
not later than five years 52,626 165,824
---------- ----------
Total minimum lease payments 306,300 346,174
Future finance charges (46,619) (61,326)
----------- -----------
Lease liability 259,681 284,848
========== ==========
Current lease liability 58,949 64,665
Non current lease liability 200,732 220,183
---------- ----------
259,681 284,848
========== ==========
24. SEGMENT INFORMATION
The economic entity operates predominantly in the one industry segment, namely
wholesaler of sunglasses, clothing and accessories, within one geographical
segment, Australia.
25. SUBSEQUENT EVENTS
On 3rd June 1998 the directors of Bill Bass Optical announced the intention to
sell a 75% interest in its Australian operations to Bolle Inc. Included in the
transaction will be the company's 100% interest in Bolle Asia Ltd and its 49%
interest in Bolle Sunglasses Ltd in the UK.
In January 1998 the Sydney building was sold for $2.835 million resulting in a
profit of approximately $103,000.
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
<TABLE>
<CAPTION>
CONSOLIDATED
1997 1996
A$ A$
26. STATEMENT OF CASH FLOWS
<S> <C> <C>
(a) Reconciliation of cash
Cash balance comprises
- Cash at bank 505,322 (385,159)
=========== ============
(b) Reconciliation of the operating profit after
tax to net cash flows from operations
Operating profit/(loss) after tax 1,762,799 1,730,171
Depreciation and amortisation 220,462 199,416
Provision for employee entitlements (4,501) 97,137
Profit/(loss) on sale of assets (21,392) 11,220
Profit/(loss) on sale of investment (27,810) -
Profit/(loss) on lease payout (1,274) -
Share of partnership profit (14,443) 3,980
Share of joint venture profit 1,968 (12,013)
Exchange gains/losses 7,863 (68,056)
Changes in assets and liabilities
Trade receivables (23,111) (973,409)
Sundry receivables (39,255) (16,723)
Inventory (806,967) 25,619
Prepayments 39,548 (6,616)
Trade creditors 948,125 (1,058,351)
Accrued expenses (244,085) 206,478
Tax provision (156,197) 766,059
Future income tax benefit (58,339) 9,138
-------------- -------------
Net cash flow from operating
activities 1,583,391 914,050
=========== ===========
</TABLE>
(c) Unused credit facilities
The chief entity has unused credit
facilities available to the extent of $Nil
(1996: $Nil)
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
30 JUNE 1997
26. STATEMENT OF CASH FLOWS - CONTINUED
(d) Disposal of related parties
On 30 June 1997, Bill Bass Optical
Pty Ltd disposed of their ownership
interest in William Bass & Co Pty
Ltd, a unlisted company.
Net assets of William Bass & Co Pty Ltd at 30 June 1997:
Receivables 329,856
Inventories 409,867
Plant and equipment 19,032
---------
758,755
Bank overdraft (84,190)
Trade creditors (213,378)
Other payables (253,025)
Provisions (11,960)
---------
Net tangible assets 196,202
---------
Consideration - cash 150,000
- other 14,358
---------
164,358
---------
27. DIFFERENCES BETWEEN AUSTRALIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES
United States generally accepted accounting principles ("US GAAP") require
certain additional financial statement disclosures beyond those required by
accounting principles generally accepted in Australia ("Australian GAAP").
These additional disclosures have not been included in the notes to financial
statements as they are not required in financial statements of foreign
businesses prepared in accordance with Item 17 of Form 20-F. With respect to
the Company's financial statements there are no material measurement
differences between Australian accounting standards issued by the Australian
Accounting Standards Board and other professional reporting requirements and US
GAAP, except for the inclusion, in 1996, of $431,301 of bank overdrafts in the
resulting cash balances in the statement of cash flows. In a US GAAP statement
of cash flows, such bank overdrafts would have been included in Financing
Activities.
