<PAGE> 1
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): December 4, 1997
----------------
SVI Holdings, Inc.
- ------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada
- ------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-23049 84-1131608
- ------------------------ -------------------------------
(Commission File Number) IRS Employer Identification No.)
7979 Ivanhoe Avenue, Suite 500, La Jolla, California 92037
- ------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(619) 551-2365
- ------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- ------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
The registrant has previously filed Form 8-K, Item 5 on November 6, 1997
and Form 8-K, Items 1,2 and 5 on December 19, 1997. The purpose of this
filing is to complete the submission of required financial data, pursuant to
Item 7.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
The Company consummated agreements for the acquisition of 100% of IBIS
Systems Limited ("IBIS") from Softline Limited ("Softline"). Softline is an
affiliate of the Company and as previously reported acquired approximately
60% of the common stock of the Company. Currently on a fully-diluted basis,
this acquisition is approximately 56% of the common stock of the Company.
The Company acquired the Trademarks of IBIS via the acquisition of 100% of
the equity of Aniston Ventures Limited ("Aniston") (a British Virgin Island
company) and the business of IBIS via the acquisition of IBIS.
The purchase price paid for Aniston and IBIS is $7,500,000 and was agreed
upon through arms-length negotiations between the parties. The purchase price
was settled with Softline through the issuance of 5,000,000 shares of the
common stock of the Company.
IBIS develops, supplies and supports commercial software applications
designed specifically for the construction and heavy equipment rental
industry. The market for IBIS products is primarily larger companies within
this market segment. The software is designed for use in client / server
environments and is designed to be hardware independent by using UNIX based
open system architecture.
IBIS is headquartered in Cressex, High Wycombe, Buckinghamshire, UK,
where it rents 5,600 square feet. IBIS also conducts business from offices
in Dublin, Ireland and Petersfield, Hampshire, UK. IBIS employs
approximately 22 people.
IBIS products are marketed under the trademark name of "SULUS". The
SULUS software package is comprised of 10 separate modules used in the
accounting and management of construction and heavy equipment rental
enterprises.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED:
Please see financial statement pages indexed on Page F-1
(b) PRO FORMA FINANCIAL INFORMATION:
Please see financial statement pages indexed on Page F-1
(c) EXHIBITS: None
<PAGE> 3
SIGNATURE
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 hereto duly authorized.
Date: February 9, 1998
SVI HOLDINGS, INC.
(Registrant)
By: /s/ Russell Schechter
------------------------
Russell Schechter
Chief Financial Officer
<PAGE> 4
INDEX TO FINANCIAL STATEMENTS
F-2 Audited Financial Statements of IBIS Service Limited for the
year ended April 30, 1996.
F-16 Audited Financial Statements of IBIS Systems Limited for the
year ended April 30, 1997.
F-28 Pro-Forma Consolidated Statement of Operations for the year
ended September 30, 1997.
F-30 Pro-Forma Consolidated Balance Sheet at September 30, 1997
F-1
<PAGE> 5
Ibis Service Limited
(Company No 2662194)
Financial statements
for the year ended 30 April 1996
Contents Page
Directors' responsibilities 2
Unqualified audit opinion 3
Income statement 4
Balance sheet 5
Notes to the financial statements 6-11
Approval of the financial statements
The financial statements were approved by the directors on 8 April 1997.
/s/ P Nagle
1
F-2<PAGE>
<PAGE> 6
Ibis Service Limited
(Company No 2662194)
Financial statements
for the year ended 30 April 1996
Directors responsibilities for preparing the financial statements
The directors are obliged under company law to prepare financial statements
for each financial year and to present them annually to the company's members
in annual general meeting.
The financial statements, of which the form and content is prescribed by the
Companies Act 1985, must give a true and fair view of the state of affairs of
the company at the end of the financial year, and of the result for that year,
and they must comply with applicable accounting standards.
The directors are also responsible for the adoption of suitable accounting
policies, their consistent use in the financial statements, supported where
necessary by reasonable and prudent judgements. After making enquiries the
directors have a reasonable expectation that the company has adequate
resources to continue in operational existence for the foreseeable future.
For this reason they continue to adopt the going concern basis in preparing
the financial statements.
The directors confirm that the above requirements have been complied with in
the financial statements.
In addition, the directors are responsible for maintaining adequate accounting
records and sufficient internal controls to safeguard the assets of the
company and to prevent and detect fraud or any other irregularities.
2
F-3<PAGE>
<PAGE> 7
Ibis Service Limited
Auditors report to the members
We have audited the financial statements on pages 4 to 11.
Respective responsibilities of directors and auditors
As described on page 2 of the financial statements, the company's directors
are responsible for the preparation of financial statements. It is our
responsibility to form an independent opinion, based on our audit, on those
statements and to report our opinion to you.
Basis of opinion
We conducted our audit in accordance with auditing standards issued by the
Auditing Practices Board.
An audit includes examination, on a test basis, of evidence relevant to the
amounts and disclosures in the financial statements. It also includes an
assessment of the significant estimates and judgements made by the directors
in the preparation of the financial statements, and of whether the accounting
policies are appropriate to the company's circumstances, consistently applied
and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error.
In forming our opinion we also evaluated the overall adequacy of the
presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state
of the company's affairs at 30th April 1996 and of its result and total
recognised gains for the year then ended and have been properly prepared in
accordance with the provisions of the Companies Act 1985 applicable to small
companies.
/s/ WILKINS KENNEDY
CHARTERED ACCOUNTANTS
REGISTERED AUDITORS
8th April 1997
Risborough House,
38-40 Sycamore Road,
Amersham,
Bucks. HP6 5DZ 3
England
F-4
<PAGE> 8
Ibis Service Limited
Income statement
for the year ended 30 April 1996
Notes 1996 1995
$ $
Turnover 2 3 713 391 3 065 821
Cost of sales (2 310 411) (1 792 738)
----------- -----------
Gross profit 1 402 980 1 273 083
Administration costs 1 320 906 (1 240 580)
----------- -----------
82 074 32 503
Operating (loss)/profit 4 82 074 32 503
Interest receivable 7 1 055 1 342
----------- -----------
(Loss)/profit on ordinary activities
before taxation 83 129 33 845
Tax on ordinary activities 8 (27 586) (14 648)
----------- -----------
Retained profit for the year 55 543 19 197
Retained profit brought forward 135 521 116 324
----------- -----------
Retained profit carried forward 191 064 135 521
=========== ===========
The notes on pages 4 to 9 form part of these financial statements.
The company had no recognised gains or losses other than the profit for the
year.
There are no acquisitions or discontinued operations during the current or
preceding year.
The profit on ordinary activities before taxation and the retained profit have
been calculated on the historical cost basis.
4
F-5<PAGE>
<PAGE> 9
Ibis Service Limited
Balance sheet
at 30 April 1996
Notes 1996 1995
$ $
Fixed assets
Tangible assets 9 39 076 65 878
Current assets
Stocks 10 38 718 38 117
Debtors 11 776 594 844 814
Cash at bank and in hand 399 000 229 997
----------- -----------
1 214 312 1 112 928
Creditors - amounts falling due
within one year 12 (1 065 191) (1 034 404)
----------- -----------
Net current assets 149 121 78 524
----------- -----------
Net assets 188 197 144 402
=========== ===========
Represented by:-
Capital and reserves
Called up share capital 14 151 162
Profit and loss account 15 191 064 135 521
Foreign currency translation reserve (3 018) 8 719
----------- -----------
144 402 188 197
=========== ===========
The notes on pages 4 to 9 form part of these financial statements.
The financial statements have been prepared in accordance with the special
provisions of Part VII of the Companies Act 1985 (UK) relating to small
companies.
The financial statements on pages 2 to 9 were approved by the Board of
Directors on 8th April 1997 and were signed on its behalf by:
/s/ P Nagle - Director
5
F-6<PAGE>
<PAGE> 10
Ibis Service Limited
Notes to the financial statements
for the year ended 30 April 1996
1.Accounting policies
Accounting conventions
The financial statements have been prepared under the historical cost
convention and in accordance with applicable accounting standards.
The directors have taken advantage of the exemption available to small
companies under Financial Reporting Standard No.1, consequently no cash
flow statement has been prepared.
Turnover
This represents the invoiced amounts of goods sold and services
provided, net of value added tax. Income in respect of maintenance
contracts is credited to the income account in the year in which the
invoice is raised.
Depreciation of tangible assets
Provision is made for depreciation on all tangible assets at rates
calculated to write off the cost or valuation, less estimated residual
value, of each asset over its expected useful life, as follows :-
Leasehold improvements: over the term of the lease
Furniture and fittings: 20% per annum on cost
Stocks
Stocks and work in progress are valued at the lower of cost and net
realisable value, after making due allowance for obsolete and slow
moving items.
Deferred taxation
Provision is made by the liability method for all timing differences
which are expected to be reversed in the foreseeable future.
Leases
All assets held under lease purchase contracts are capitalised at the
date the contract is entered into and reflected within tangible fixed
assets. The corresponding obligation to pay future rentals is shown
within both current and non-current liabilities. Costs in respect of all
other leases are charged in arriving at the operating profit.
Pensions
The company operates a defined contribution pension scheme. Premiums
paid during the year have been charged to the profit and loss account.
2.Turnover
The turnover and pre-tax loss/profit are wholly attributable to the
company's main activity. An analysis of turnover by geographical market
is given below:-
1996 1995
$ $
United Kingdom 3 050 494 2 541 175
European Economic Community 47 285 22 984
Rest of the World 615 612 501 662
----------- -----------
3 713 391 3 065 821
6 =========== ===========
F-7
<PAGE> 11
Ibis Service Limited
Notes to the financial statements
for the year ended 30 April 1996
(cont'd)
1996 1995
$ $
3.Operating profit
This is stated after
charging/(crediting):-
Staff costs (see note 5) 774 021 696 432
Directors= pension costs 7 504 -
Auditors= remuneration 3 909 3 128
Depreciation - assets owned by
the company 23 143 23 154
Adjustment on disposal of fixed
assets - 3 562
Operating lease costs-vehicles 68 874 14 361
-equipment 2 276 2 277
4.Employee information
4.1 Staff costs:
Wages and salaries 700 957 626 286
Social security costs 73 055 70 146
----------- -----------
774 012 696 432
=========== ===========
No. No.
4.2 The average weekly number of
employees during the year was:
Office and management 27 23
7
F-8
<PAGE> 12
Ibis Service Limited
Notes to the financial statements
for the year ended 30 April 1996
(cont'd)
5.Directors' interests in transactions
During the year a business controlled by DP Kennelly received $199 570
(1995 - $145 872) for software work undertaken.
During the year a business controlled by PJ Brown received $235 242 for
consultancy work undertaken.
During the year a business controlled by PD Nagle received $334 752 for
consultancy work undertaken.
In the directors' opinion all the above transactions were entered into
on normal commercial terms.
Throughout the year the company has been controlled by its parent
company IBSL Group Limited. IBSL Group Limited is wholly owned by the
Saffery Champness Trust Corporation, the directors do not know the
identity of the ultimate controlling party (if any).
1996 1995
$ $
6.Interest receivable
Bank interest 1 055 1 342
=========== ===========
7.Taxation
The tax charge on the loss/profit
on ordinary activities for the year was
as follows:
UK corporation tax at 25% (27 586) 14 648
=========== ===========
The company is a close company within the terms of section 414 of the
Income and Corporation Taxes Act 1988.
8
F-9<PAGE>
<PAGE> 13
Ibis Service Limited
Notes to the financial statements
for the year ended 30 April 1996
(cont'd)
Leasehold Furniture Total
Improvements and fittings
$ $ $
8.Tangible fixed assets
Cost:
At 1st May 1995 &
at 30th April 1996 92 080 19 510 111 650
----------- ----------- -----------
Depreciation:
At 1st May 1995 41 435 8 807 50 242
Charge for the year 18 417 3 915 22 332
----------- ----------- -----------
At 30 April 1996 59 852 12 722 72 574
----------- ----------- -----------
Net book value at 30 April
1996 32 227 6 789 39 071
----------- ----------- -----------
At 30 April 1995 54 331 11 547 89 479
=========== =========== ===========
1996 1995
$ $
9.Stocks
The amounts attributable to the
different categories are as follows:-
Computer hardware and software 38 718 38 117
=========== ===========
10.Debtors
Trade debtors 734 997 618 434
Prepayments 41 597 226 380
----------- -----------
776 594 844 814
=========== ===========
9
F-10
<PAGE> 14
Ibis Service Limited
Notes to the financial statements
for the year ended 30 April 1996
(cont'd)
1996 1995
$ $
11.Creditors - amounts falling due
within one year
Trade creditors 563 233 374 600
Amounts owed to group companies 134 364 144 143
Corporation tax 36 978 64 434
Other taxes and social security
costs 159 438 153 473
Other creditors 35 449 -
Accruals and deferred income 135 729 297 754
----------- -----------
1 065 191 1 034 404
=========== ===========
12.Deferred taxation
The full potential amount of
deferred taxation, for which no provision
has been considered necessary, is as
follows:-
Accelerated capital allowances 11 634 12 480
=========== ===========
13.Share capital
Authorised Allotted, issued
and fully paid
1996 1995 1996 1995
Ordinary shares of
1(UKP)each 151 162 151 162
====== ====== ====== ======
(UKP is 1 Pound Sterling)
1996 1995
$ $
14.Reconciliation of movements on
shareholders' funds
Profit for the year 55 543 19 197
Dividends - -
----------- -----------
Net additions to shareholders'
funds 55 543 19 197
Shareholders' funds at 1st May 1995 135 521 116 324
----------- -----------
Shareholders' funds at 30th April 1996 191 064 135 521
=========== ===========
10
F-11
<PAGE> 15
Ibis Service Limited
Notes to the financial statements
for the year ended 30 April 1996
(cont'd)
15.Operating lease commitments
At the balance sheet date the company had the following annual
commitments under non-cancellable operating leases:-
Vehicles & equipment Land & buildings
Leases which expire:- 1996 1995 1996 1995
$ $ $ $
Within one year - 39 813 - -
Between two and five years 67 686 2 356 96 538 89 479
-------- -------- -------- --------
67 686 42 169 96 538 89 479
======== ======== ======== ========
16.Ultimate holding company
The company regards IBSL Group Ltd, incorporated in England, as its
ultimate holding company.
11
F-12
<PAGE> 16
Management information
12
F-13
<PAGE> 17
Supplementary information
For managerial purposes only
Ibis Service Limited
Management account
for the year ended 30 April 1996
1996 1995
$ $
Sales 3 713 391 3 065 821
Direct costs
Opening stock 36 824 34 783
Purchases 1 586 687 1 232 631
Consulting fees 720 405 549 277
Post and carriage 6 935 12 889
--------- ---------
2 350 851 1 829 580
Less: Closing stock (40 440) (36 842)
--------- ---------
2 310 411 (1 792 738)
--------- ---------
Gross profit 1 402 980 1 273 083
Administration expenses
Establishment expenses 130 550 124 546
General expenses 1 139 830 1 063 589
Financial expenses 27 383 25 729
Depreciation 23 143 26 716
Total overhead expenses 1 320 906 (1 240 580)
--------- ---------
Trading profit 82 074 32 503
Interest receivable
Bank interest 1 055 1 342
--------- ---------
Net profit for the year 83 129 33 845
========= =========
13
F-14<PAGE>
<PAGE> 18
Supplementary information
For managerial purposes only
Ibis Service Limited
Detailed income statement
for the year ended 30 April 1996
1996 1995
$ $
Establishment expenses 130 550 124 546
----------- -----------
Rent 69 170 53 627
Rates 31 667 32 195
Insurance 5 111 8 589
Lights and water 7 691 7 764
Repairs and maintenance 16 911 22 371
General expenses 1 139 830 1 063 589
----------- -----------
Wages and salaries 700 957 626 286
Social security costs 73 055 70 146
Directors pension costs 7 504 -
Stationery and consumables 25 360 18 030
Advertising 42 886 49 929
Recruitment and temporary staff 22 010 24 208
Telephone, fax and modem 68 536 54 639
Photocopier costs 1 297 868
Hire of equipment 2 276 2 277
Motor running expenses 57 433 39 462
Motor vehicle leasing 68 874 74 361
Travelling expenses 51 705 79 972
Entertainment 2 256 2 130
Training 12 290 16 359
Trading subscriptions 1 177 1 789
Sundry expenses 2 214 3 133
Financial expenses 27 383 25 729
----------- -----------
Audit and accounting fees 9 982 7 508
Legal and professional fees 12 392 15 382
Bank charges 3 156 2 839
Other interest paid 1 853 -
Depreciation 23 143 26 716
----------- -----------
Leasehold improvements 19 086 19 095
Furniture and fittings 4 057 4 059
Loss on disposal of fixed assets - 3 562
----------- -----------
Total overhead expenses 1 320 906 1 240 580
=========== ===========
14
F-15
<PAGE> 19
Ibis Service Limited
(Company No 2662194)
Financial statements
for the year ended 30 April 1997
Contents Page
Income statement 2
Balance sheet 3
Notes to the financial statements 4 - 9
Approval of the financial statements
The financial statements were approved by the directors on 28 August 1997.
/s/ P Nagle
1
F-16
<PAGE>
<PAGE> 20
Ibis Service Limited
Income statement
for the year ended 30 April 1997
Notes 1997 1996
$ $
Turnover 2 4 377 063 3 713 391
Cost of sales (2 742 046) (2 310 411)
----------- -----------
Gross profit 1 635 017 1 402 980
Administration costs 1 920 941 1 320 906
----------- -----------
(285 924) 82 074
Other operating income 3 50 931 -
----------- -----------
Operating (loss)/profit 4 (234 993) 82 074
Interest receivable 7 3 425 1 055
----------- -----------
(Loss)/profit on ordinary
activities before taxation (231 568) 83 129
Tax on ordinary activities 8 1 853 (27 586)
----------- -----------
Retained (loss)/profit for the year (229 715) 55 543
Retained profit brought forward 191 064 135 521
----------- -----------
Retained (deficit)/profit
carried forward (38 651) 191 064
=========== ===========
The notes on pages 4 to 9 form part of these financial statements.
The company had no recognised gains or losses other than the profit for the
year.
There are no acquisitions or discontinued operations during the current or
preceding year.
The profit on ordinary activities before taxation and the retained profit
have been calculated on the historical cost basis.
2
F-17
<PAGE> 21
Ibis Service Limited
Balance sheet
at 30 April 1997
Notes 1997 1996
$ $
Fixed assets
Tangible assets 9 25 829 39 076
Current assets
Stocks 10 35 172 38 718
Debtors 11 784 536 776 594
Cash at bank and in hand 379 335 399 000
----------- -----------
1 199 043 1 214 312
Creditors - amounts falling
due within one year 12 (1 260 179) (1 065 191)
----------- -----------
Net current (liabilities)/assets (61 136) 149 121
----------- -----------
Net (liabilities)/assets (35 307) 188 197
=========== ===========
Represented by:-
Capital and reserves
Called up share capital 14 163 151
Profit and loss account 15 (38 651) 191 064
Foreign currency translation reserve 3 181 (3 018)
----------- -----------
(35 307) 188 197
The notes on pages 4 to 9 form part of these financial statements.
The financial statements have been prepared in accordance with the special
provisions of Part VII of the Companies Act 1985 (UK) relating to small
companies.
The financial statements on pages 2 to 9 were approved by the Board of
Directors on 28th August 1997 and were signed on its behalf by:
/s/ P Nagle - Director
3
F-18
<PAGE> 22
Ibis Service Limited
Notes to the financial statements
for the year ended 30 April 1997
1.Accounting policies
Accounting conventions
The financial statements have been prepared under the historical cost
convention and in accordance with applicable accounting standards.
The directors have taken advantage of the exemption available to small
companies under Financial Reporting Standard No.1, consequently no cash
flow statement has been prepared.
Turnover
This represents the invoiced amounts of goods sold and services
provided, net of value added tax. Income in respect of maintenance
contracts is credited to the income account in the year in which the
invoice is raised.
Depreciation of tangible assets
Provision is made for depreciation on all tangible assets at rates
calculated to write off the cost or valuation, less estimated residual
value, of each asset over its expected useful life, as follows :-
Leasehold improvements: over the term of the lease
Furniture and fittings: 20% per annum on cost
Stocks
Stock and work in progress are valued at the lower of cost and net
realisable value, after making due allowance for obsolete and slow
moving items.
Deferred taxation
Provision is made by the liability method for all timing differences
which are expected to be reversed in the foreseeable future.
Leases
All assets held under lease purchase contracts ae capitalised at the
date the contract is entered into and reflected within tangible fixed
assets. The corresponding obligation to pay future rentals is shown
within both current and non-current liabilities. Costs in respect of all
other leases are charged in arriving at the operating profit.
Pensions
The company operates a defined contribution pension scheme. Premiums
paid during the year have been charged to the profit and loss account.
2.Turnover
The turnover and pre-tax loss/profit are wholly attributable to the
company=s main activity. An analysis of turnover by geographical market
is given below:-
1997 1996
$ $
United Kingdom 3 827 241 3 050 494
European Economic Community 44 154 47 285
Rest of the World 505 668 615 612
4 ----------- -----------
4 377 063 3 713 391
F-19 =========== ===========
<PAGE> 23
Ibis Service Limited
Notes to the financial statements
for the year ended 30 April 1997 (cont'd)
1997 1996
$ $
3.Other operating income
Credit arising on dissolution of related
company 50 931 -
=========== ===========
4.Operating (loss)/profit
This is stated after charging/(crediting):-
Directors' remuneration 43 141 -
Staff costs (see note 5) 903 824 774 021
Directors' pension costs 60 240 7 504
Auditors' remuneration 5 491 3 909
Depreciation - assets owned by the company 23 222 23 143
Operating lease costs - vehicles 70 165 68 874
- equipment 2 284 2 276
5.Employee information
5.1 Staff costs:
Wages and salaries 818 274 700 957
Social security costs 85 550 73 055
----------- -----------
903 824 774 012
=========== ===========
No. No.
5.2 The average weekly number of employees
during the year was:
Office and management 32 27
5
F-20
<PAGE>
<PAGE> 24
Ibis Service Limited
Notes to the financial statements
for the year ended 30 April 1997 (cont'd)
6.Related party transactions
i. During the year the company purchased goods from related parties as
follows:-
a. Openware Limited $333 849 (1996 $199 570) - a company controlled by
DP Kennelly, a director of Ibis Service Limited.
b. Twyford Limited $50 735 (1996 $235 242) - a company controlled by PJ
Brown, a director of Ibis Service Limited.
c. Brandshill Limited $nil (1996 $334 752) - a company controlled by PD
Nagle, a director of Ibis Service Limited.
In the directors' opinion all the above transactions were entered into
on normal commercial terms.
ii. Throughout the year the company has been controlled by its parent
company IBSL Group Limited. IBSL Group Limited is wholly owned by
the Saffery Champness Trust Corporation, the directors do not know
the identity of the ultimate controlling party (if any).
1997 1996
$ $
7.Interest receivable
Bank interest 3 425 1 055
=========== ===========
8.Taxation
The tax charge on the loss/profit on ordinary
activities for the year was as follows:
UK corporation tax at 25% - (27 586)
Taxation (over)/underprovided in previous
years:
Corporation tax 1 853 -
----------- -----------
1 853 (27 586)
=========== ===========
The company is a close company within the terms of section 414 of the
Income and Corporation Taxes Act 1988.
6
F-21
<PAGE> 25
Ibis Service Limited
Notes to the financial statements
for the year ended 30 April 1997 (cont'd)
Leasehold Furniture Total
improvements and fittings
9.Tangible fixed assets
Cost:
At 1st May 1996 99 436 21 133 120 569
Additions - 7 746 7 746
----------- ----------- -----------
At 30th April 1997 99 436 28 879 128 315
----------- ----------- -----------
Depreciation:
At 1st May 1996 64 634 13 736 78 370
Charge for the year 19 889 4 227 24 116
----------- ----------- -----------
At 30 April 1997 84 523 17 963 102 486
----------- ----------- -----------
Net book value at
30 April 1997 14 913 10 916 25 829
----------- ----------- -----------
30th April 1996 32 226 6 850 39 076
----------- ----------- -----------
1997 1996
$ $
10.Stocks
The amounts attributable to the different
categories are as follows:-
Computer hardware and software 35 172 38 718
=========== ===========
11.Debtors
Trade debtors 714 528 734 997
Other debtors 570 -
Prepayments 66 437 41 597
Directors' current accounts 3 001 -
----------- -----------
784 536 776 594
=========== ===========
During the year the maximum balance outstanding on P Brown's loan
account was $8 066 (1995 $nil) and for PD Nagle $56 595 (1995 $nil).
7
F-22
<PAGE> 26
Ibis Service Limited
Notes to the financial statements
for the year ended 30 April 1997 (cont'd)
1997 1996
$ $
12.Creditors - amounts falling due
within one year
Trade creditors 605 358 563 233
Amounts owed to group companies 79 233 134 364
Corporation tax 28 744 36 978
Other taxes and social security costs 281 384 159 438
Directors' current accounts 562 -
Other creditors 1 278 35 449
Accruals and deferred income 263 620 135 729
----------- -----------
1 260 179 1 065 191
=========== ===========
13.Deferred taxation
The full potential amount of deferred taxation,
for which no provision has been considered necessary,
is as follows:-
Accelerated capital allowances 7 537 11 634
=========== ===========
14.Share capital
Authorised Allotted, issued and
fully paid
1997 1996 1997 1996
$ $ $ $
Ordinary shares of
1 (UKP) each 163 151 163 151
===== ===== ===== =====
(UKP is 1 Pound Sterling)
1997 1996
$ $
15.Reconciliation of movements on
shareholders' funds
Profit for the year 229 715 55 543
Dividends - -
----------- -----------
Net additions to shareholders' funds 229 715 55 543
Shareholders' funds at 1st May 1996 191 064 135 521
----------- -----------
Shareholders' funds at 30th April 1997 38 651 191 064
8
F-23
<PAGE> 27
Ibis Service Limited
Notes to the financial
statements for the year ended 30 April 1997
(cont'd)
16.Operating lease commitments
At the balance sheet date the company had the following annual
commitments under non-cancellable operating leases:-
Vehicles & equipment Land & buildings
1997 1996 1997 1996
$ $ $ $
Leases which expire:-
Within one year - - - -
Between two and
five years 73 093 67 686 113 307 96 538
------- ------- ------- -------
73 093 67 686 113 307 96 538
======= ======= ======= =======
17.Contingent liabilities
The company is currently the subject of enquiries by the special
compliance office of the Inland Revenue. At the date of the audit it is
not possible to quantify the extent of these enquiries or the extent
of additional liabilities to taxation that may arise, if any.
9
F-24
<PAGE> 28
Management information
10
F-25
<PAGE> 29
Supplementary information
For managerial purposes only
Ibis Service Limited
Management account
for the year ended 30 April 1997
1997 1996
$ $
Sales 4 377 063 3 713 391
Direct costs
Opening stock 40 579 36 824
Purchases 2 467 735 1 586 687
Consulting fees 252 940 720 405
Post and carriage 14 663 6 935
----------- -----------
2 775 917 2 350 851
Less:
Closing stock (33 871) (40 440)
----------- -----------
2 742 046 2 310 411
----------- -----------
Gross profit 1 635 017 1 402 980
Administration expenses
Establishment expenses 345 749 130 550
General expenses 1 516 758 1 139 830
Financial expenses 35 212 27 383
Depreciation 23 222 23 143
Total overhead expenses 1 920 941 1 320 906
----------- -----------
Trading (loss)/profit (285 924) 82 074
Interest receivable
Bank interest 3 425 1 055
Other income 50 931 -
----------- -----------
Net (loss)/profit for the year (231 568) 83 129
=========== ===========
11
F-26
<PAGE> 30
Supplementary information
For managerial purposes only
Ibis Service Limited
Detailed income statement
for the year ended 30 April 1997
1997 1996
$ $
Establishment expenses 345 749 130 550
----------- -----------
Rent 104 545 69 170
Rates 25 666 31 667
Insurance 11 770 5 111
Lights and water 8 352 7 691
Repairs and maintenance 195 416 16 911
General expenses 1 516 758 1 139 830
----------- -----------
Wages and salaries 818 274 700 957
Social security costs 85 550 73 055
Directors pension costs 60 240 7 504
Directors remuneration 43 141 -
Stationery and consumables 20 185 25 360
Advertising and exhibitions 167 707 42 886
Recruitment and temporary staff 34 702 22 010
Telephone, fax and modem 74 944 68 536
Photocopier costs 1 487 1 297
Hire and equipment 2 284 2 276
Motor running expenses 64 920 57 433
Motor vehicle leasing 70 165 68 874
Travelling expenses 51 516 51 705
Entertainment 5 742 2 256
Training 10 056 12 290
Trading subscriptions 2 193 1 177
Sundry expenses 3 652 2 214
Financial expenses 35 212 27 383
----------- -----------
Audit and accounting fees 12 275 9 982
Legal and professional fees 17 696 12 392
Bank charges 4 303 3 156
Other interest paid 938 1 853
Depreciation 23 222 23 143
----------- -----------
Leasehold improvements 19 151 19 086
Furniture and fittings 4 071 4 057
----------- -----------
Total overhead expenses 1 920 941 1 320 906
=========== ===========
12
F-27
<PAGE> 31
The following unaudited pro-forma summary presents the consolidated
results of operations as if the acquisition of IBIS Systems Limited had
occurred on October 1, 1996. These pro-forma results have been prepared for
comparative purposes only and do not purport to be indicative of what would
have occurred had the acquisition been made as of that date or the results
which may occur in the future.
SVI Holdings, Inc. and Subsidiaries
Pro-Forma Consolidated Statement of Operations
For the Year ended September 30, 1997
(unaudited)
SVI Holdings (D) Pro-Forma
Consolidated Chapman IBIS Adjustments Total
Net Sales 10,433,878 699,426 4,756,800 15,890,104
Cost of
Goods Sold 3,036,660 219,501 1,850,038 5,106,199
Gross
Profit 7,397,218 479,925 2,906,762 10,783,905
Selling,
General and
Admin.costs 5,883,558 296,903 1,743,300 A (467,901) 7,426,584
------------ --------- ---------- ----------
Profit/(Loss)
from
Operations 1,513,660 183,022 1,163,462 2,860,144
------------ --------- ---------- ----------
Other Income
/(Expense)
Interest
Income 60,751 60,751
Interest
Expense (103,398) (553) 43,434 (60,517)
Other Income 32,891 82,423 115,314
Gain on Sale
of Softline
Limited
Shares 3,973,755 3,973,755
Equity in
Earnings of
Softline
Limited 627,550 C (627,550) -
Foreign
Exchange
Gain/(Loss) (120,455) (120,455)
------------ --------- ---------- -----------
Income
before
Income Tax 5,951,863 215,360 1,289,319 6,828,992
------------ --------- ---------- -----------
F-28
<PAGE> 32
Taxes on
Income 1,103,453 1,103,453
------------ --------- ---------- -----------
Net Income 4,848,410 215,360 1,289,319 6,353,089
============ ========= ========== ===========
Net Income
Per Share 0.31 0.23
============ ===========
Weighted
Average
Common
Shares
Outst-
anding 15,617,665 B 12,536,000 28,153,665
============ ===========
A Amortization of Goodwill - IBIS (234,204)
Amortization of Software License Rights - IBIS (233,697)
----------
(467,901)
==========
B Shares issued for the acquisition of Chapman 300,000
Shares issued for the acquisition of IBIS 5,000,000
----------
5,300,000
==========
C Eliminate earnings in Softline Limited (shares sold)
D Chapman was acquired at 4/1/97. Within this proforma they
are fully consolidated with SVI Holdings, Inc. for the period
4/1/97 to 9/30/97. The Chapman column presents the company's
activity for the period 10/1/96 to 3/31/97.
If the acquisition of IBIS and the sale of shares had occurred on 10/1/96,
the cash position of SVI Holdings, Inc. would have been significantly
greater for the full year. No assumptions are made herein regarding
debt reduction or interest earnings as a result of the increase in cash.
F-29
<PAGE> 33
The following unaudited pro-forma summary presents the consolidated
Balance Sheet as if the acquisition of IBIS Systems Limited had occurred on
October 1, 1995. This pro-forma Balance Sheet is prepared for comparative
purposes only and does not purport to be indicative of what would have
occurred had the acquisition been made as of that date, nor does it reflect
results which may occur in the future.
SVI Holdings, Inc. and Subsidiaries
Consolidated Pro-Forma Balance Sheet
at September 30, 1997
(unaudited)
SVI Holdings Pro-Forma
Consolidated IBIS Adjustments Total
Assets
Current Assets:
Cash and Equivalents 5,035,428 542,534 E 13,917,748 19,495,710
Accounts Receivable 1,828,358 799,717 2,628,075
Inventories 1,200,461 13,276 1,213,737
Prepaid Expenses/Other 331,465 115,372 446,837
------------ ---------- ------------
Total Current Assets 8,395,712 1,470,899 23,784,359
Furniture and Equipment
net of depreciation 442,712 202,044 644,756
Investment in Softline
Limited, at equity 1,778,755 E (1,778,755) -
Deferred Tax Asset 116,197 116,197
Software License Rights
net of amortization 6,129,878 A 2,336,965 8,466,843
Other Assets 27,237 27,237
Goodwill on acquisition
of subsidiaries, net of
amortization 2,339,042 B 4,684,073 7,023,115
------------ ---------- ------------
Total Assets 19,229,533 1,672,943 40,062,507
============ ========== ============
Liabilities and
Stockholders Equity
Current Liabilities:
Lines of Credit 340,000 340,000
Notes Payable 50,000 50,000
Accounts Payable and
Accrued Expenses 6,383,304 1,193,981 7,577,285
Income Taxes Payable 1,025,929 1,025,929
------------ ---------- ------------
Total Current
Liabilities 7,799,233 1,193,981 8,993,214
Long Term Liabilities 243,233 243,233
Due to Stockholders 301,645 301,645
Stockholders Equity
Preferred stock, $.0001
par value, 5,000,000
shares authorized, none
issued
F-30
<PAGE> 34
Common stock, $.0001 par
value, 50,000,000 shares
authorized, 15,044,284
shares issued and
outstanding 1,504 3 C 1,251 2,758
Additional paid
in capital 12,665,564 D 19,637,739 32,303,303
Cumulative deficit (1,518,973) (1,518,973)
Cumulative translation
adjustment (262,673) (262,673)
------------ -------- ------------
Total Stockholders
equity 10,885,422 3 30,524,415
------------ -------- ------------
Total Liabilities and
Stockholders Equity 19,229,533 1,193,984 40,062,507
============ ========= ============
A Acquisition of IBIS technology assets 2,336,965
============
B Excess of purchase price over net asset value - IBIS 4,684,073
============
C Consolidation of equity of IBIS (3)
Issue of 5,000,000 shares as purchase consideration 500
Shares issued for cash and technology rights 754
------------
1,251
============
D Shares issued to purchase IBIS 7,499,500
Shares issued for cash and technology assets 12,137,739
------------
19,637,739
============
E Cash received from sale of Softline shares 6,383,979
Cash received from sale of SVI Holdings, Inc.shares 7,533,769
------------
13,917,748
============
F-31
