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Previous: WARBURG PINCUS MAJOR FOREIGN MARKETS FUND INC, 497, 1998-10-27 |
Next: CRUSADER HOLDING CORP, DEF 14A, 1998-10-27 |
<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
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Not Applicable
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(Former name or former address, if changed from last report)
Page 1 of 19.
Index to Financial Statements at page 3.
1
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following financial Statements are filed as part of this
Report.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED: The unaudited
interim financial statements of Bill Bass Optical Pty Limited as of and for the
six months ended December 31, 1997, required to be provided by Rule 3-05(b) of
Regulation S-X.
2
<PAGE>
BILL BASS OPTICAL PTY LIMITED
A.C.N. 005 741 300
CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE 6 MONTHS ENDED 31 DECEMBER 1997
UNAUDITED
3
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
FINANCIAL STATEMENTS
FOR THE 6 MONTHS ENDED 31 DECEMBER 1997
A.C.N: 005 741 300
CONTENTS
PAGE
Profit and loss account 1
Balance sheet 2
Notes to and forming part of the financial statements 3-13
4
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
PROFIT AND LOSS STATEMENT
6 MONTHS ENDED 31 DECEMBER 1997
NOTE CONSOLIDATED
31/12/97
$A
Operating revenue 2 13,767,031
===========
Operating profit before income tax 3 1,359,792
Income tax expense
attributable to operating result 4 565,862
-----------
Operating profit after income tax 793,930
Retained profits at the beginning 5,643,204
-----------
Total available for appropriation 6,437,134
-----------
Dividends paid 19 75,000
Retained profit at the end 6,362,134
===========
The Profit and Loss Statement should be read in conjunction with the
following notes.
5
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
BALANCE SHEET
AS AT 31 DECEMBER 1997
NOTE CONSOLIDATED
31/12/97
$A
CURRENT ASSETS
Cash 1,134,397
Receivables 5 7,094,048
Inventories 6 3,344,509
Other 7 129,725
-------------
TOTAL CURRENT ASSETS 11,702,679
-------------
NON-CURRENT ASSETS
Investments 8 23,274
Property, plant and equipment 9 414,991
Intangibles 10 997,500
Other 11 32,166
-------------
TOTAL NON-CURRENT ASSETS 1,467,931
-------------
TOTAL ASSETS 13,170,610
-------------
CURRENT LIABILITIES
Accounts Payable 12 3,490,264
Borrowings 13 2,000,000
Provisions 14 968,073
-------------
TOTAL CURRENT LIABILITIES 6,458,337
-------------
NON-CURRENT LIABILITIES
Accounts Payable 15 151,126
Provisions 16 85,208
-------------
TOTAL NON-CURRENT LIABILITIES 236,334
-------------
TOTAL LIABILITIES 6,694,671
-------------
NET ASSETS 6,475,939
=============
SHAREHOLDERS' EQUITY
Share capital 17 20,000
Reserves 18 93,805
Retained Profits 6,362,134
-------------
TOTAL SHAREHOLDERS' EQUITY 6,475,939
============
The Balance Sheet should be read in conjunction with the following notes.
6
<PAGE>
BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
31 DECEMBER 1997
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
This 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 the preparation of this report, as described
below, are consistent with previous periods, 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 6 months ended 31 December
1997 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 and the following:
- -AAS22: Related Party Transactions
- -AAS22: Statement of Cash Flows
These accounting principles differ in certain significant respect from
accounting principles generally accepted in the United States of America (refer
Note 22: Differences between Australian and United States Generally Accepted
Accounting Principles)
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.
7
<PAGE>
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.
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 & 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.
8
<PAGE>
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.
CONSOLIDATED
31/12/97
$A
2. OPERATING REVENUE
Including in the operating profit are the
following items of operating revenue:
Sales revenue 10,799,783
Other revenue
- - Management fee - associate 45,895
- - Exchange gains (net) 1,086
- - Royalties - other 51,635
- - Proceeds on sale of non current assets 2,844,250
- - Interest received - other related parties 5,239
- other 7,817
- - Other 11,326
-------------
Operating Revenue 13,767,031
=============
3. OPERATING PROFIT
The operating profit before income tax is CONSOLIDATED
arrived at after charging the following 31/12/97
items: $A
Amortisation of non current assets:
Borrowing costs 249
Plant and equipment under lease 33,601
Goodwill 47,500
Depreciation of plant and equipment 21,501
Bad debts written off 8,458
Bank charges 24,321
9
<PAGE>
Finance charges - leases 13,422
Interest expenses - director related parties 19,465
- other 72,378
Superannuation contributions 93,305
Rental - operating leases 97,141
Unrealised foreign exchange loss/(gain) (1,195)
Net loss/(profit) on disposal of non current assets (104,510)
Charges to the following provisions:
Annual leave 41,000
Stock Obsolescence 76,200
Long service leave 29,919
4. INCOME TAX
CONSOLIDATED
31/12/97
$A
The prima facie tax, on operating profit
differs from the income tax provided
in the accounts as follows:
Prima facie tax on operating profit 486,045
Tax effect of permanent differences:
Amortisation of goodwill 17,100
Non deductible entertainment 2,439
Legal Fees 877
Other items (net) 1,494
Under/(over) provision of previous years 57,907
-----------
Income tax expense attributable to operating profit
565,862
===========
5. RECEIVABLES (CURRENT)
CONSOLIDATED
31/12/97
$A
Trade debtors 3,759,875
Provision for doubtful debts (20,000)
------------
3,739,875
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Sundry debtors 19,844
Short term deposits 278,268
10
<PAGE>
Debtor- Brookvale Property 2,687,906
Forward exchange contract 1,706
Amounts other than trade debts
receivable from other related parties
Director and director- related entities
- - director related entities 4,134
Other related parties
- - associated companies 362,315
------------
Total receivable 7,094,048
============
a) Movement in provision for doubtful debts
- Balance as at 1 July 1997 (20,000)
- Write back of previous bad and
doubtful debts provided for -
------------
- Balance as at 31 December 1997 (20,000)
============
6. INVENTORIES (CURRENT)
CONSOLIDATED
31/12/97
$A
Raw materials 83,354
Finished goods 3,337,355
Provision for stock obsolescence (76,200)
-------------
3,344,509
=============
7. OTHER CURRENT ASSETS
CONSOLIDATED
31/12/97
$A
Prepayments 9,236
Future income tax benefit 120,489
-------------
129,725
=============
11
<PAGE>
8. INVESTMENTS (NON-CURRENT)
CONSOLIDATED
31/12/97
$A
Joint venture investment property 22,187
Shares - unlisted 1,087
-------------
23,274
=============
a) Investment in controlled entities comprises:
Percentage of equity
Name interest held by the
economic entity
Country of
Incorporation
31/12/97
%
Parkhurst Oaks Pty Ltd Australia 100
- - ordinary shares
Bolle Asia Ltd Hong Kong 100
- - ordinary shares
9. PROPERTY, PLANT AND EQUIPMENT
CONSOLIDATED
31/12/97
$A
Leasehold improvement
- - At cost 6,445
----------
6,445
Office furniture
- - At cost 257,921
- - Provision for depreciation (165,898)
----------
92,023
----------
12
<PAGE>
9. PROPERTY, PLANT AND EQUIPMENT - CONTINUED
CONSOLIDATED
31/12/97
$A
Furniture and fittings
- At cost 61,301
- Provision for depreciation (36,287)
-----------
25,014
-----------
Motor vehicles
- At cost 69,684
- Provision for depreciation (24,164)
-----------
45,520
-----------
Motor vehicles under lease
- At cost 374,619
- Provision for depreciation (128,630)
-----------
245,989
-----------
Total Property, Plant and Equipment
- At cost 769,970
- Provision for depreciation 354,979
===========
Total written down amount 414,991
===========
10. INTANGIBLES
CONSOLIDATED
31/12/97
$A
Goodwill
- At cost 1,900,000
- Provision for amortisation (902,500)
===========
997,500
===========
13
<PAGE>
11. OTHER NON CURRENT ASSETS
CONSOLIDATED
31/12/97
$A
Borrowing costs
- At cost 2,488
- Provision for amortisation (997)
---------
1,497
---------
Future income tax benefit 30,675
=========
32,166
=========
12. ACCOUNTS PAYABLE (CURRENT)
Trade creditors - others 1,378,843
Amounts other than trade debts payable to:
- Ultimate parent entity 660,995
Directors and director-related entities:
- Loan from directors 820
- Director related entities 497,091
Other unsecured loans 37,144
Other creditors 835,505
Lease liability 79,866
---------
3,490,264
=========
13. BORROWINGS (CURRENT)
Bills payable 1,500,000
Bank loan 500,000
---------
2,000,000
=========
14
<PAGE>
14. PROVISIONS (CURRENT)
CONSOLIDATED
31/12/97
$A
Provision for income tax 815,556
Provision for discount 9,500
Provision for employee entitlements 143,017
------------
968,073
============
15. ACCOUNTS PAYABLE
(NON CURRENT)
CONSOLIDATED
31/12/97
$A
Lease liability 151,126
------------
151,126
============
16. PROVISIONS
(NON CURRENT)
CONSOLIDATED
31/12/97
$A
Provision for employee entitlements 85,208
------------
85,208
============
17. SHARE CAPITAL
CONSOLIDATED
31/12/97
$A
Authorised Capital
10,000,000 ordinary shares 10,000,000
============
Issued and Fully Paid
20,000 ordinary shares 20,000
============
15
<PAGE>
18. RESERVES
CONSOLIDATED
31/12/97
$A
Foreign currency translation 93,805
===========
Movement in foreign currency translation reserve:
- Balance as at 1 July 1997 9,609
- Gain/(loss) on translation of overseas
controlled entities 84,196
===========
Balance as at 31 December 1997 93,805
===========
19. DIVIDENDS PAID
CONSOLIDATED
31/12/97
$A
Dividends paid during the 6 months:
- - Franked dividends 75,000
===========
20. EXPENDITURE COMMITMENTS
CONSOLIDATED
31/12/97
$A
Finance leases:
- - Not later than one year 102,545
- - Later than one year and not later than
two years 121,698
- - Later than two years and not later than
five years 39,392
----------
Total minimum lease payments 263,635
Future finance charges (32,643)
==========
230,992
==========
Current liability 79,866
Non-current liability 151,126
==========
230,992
==========
16
<PAGE>
21. SEGMENT INFORMATION
The economic entity operates predominantly in the one industry segment, namely
wholesaler of sunglasses, clothing and accessories.
22. 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.
17
<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: October 15, 1998 BOLLE INC.
/s/ Ian Ashken
------------------------
By: Ian G.H. Ashken
Title: Chief Financial Officer
18
<PAGE>
INDEX TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Document Page
- -------------------------------------------------------------------------------
The unaudited interim financial statements of Bill Bass Optical Pty 3
Limited as of and for the six months ended December 31, 1997,
required to be provided by Rule 3-05(b) of Regulation S-X.
- -------------------------------------------------------------------------------
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