FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT TO APPLICATION OR REPORT
Filedpursuant to Section 12, 13, or 15(d) of THE SECURITIES
EXCHANGE ACT OF 1934
Associated Technologies
(Exact name of registrant as specified in charter)
33-55254-45
(Commission File No.)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its CURRENT REPORT on Form 8-K dated
June 28, 1996 as set forth in the pages attached hereto:
Audited financial statements as of June 30, 1995, 1994 and 1993 for Ogenic
Technologies Pty Ltd.
Pro forma information as of December 31, 1995 and June 30, 1995, 1994 and
1993
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, hereunto duly authorized.
Associated Technologies
(Registrant)
By /s/ Neil Alan Green
Neil Alan Green, President
Date September 11, 1996
<PAGE>
CONTENTS
PAGE
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS................. F-1
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS
OF OPERATIONS.............................................. F-4
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS....................................... F-5
AUDITED FINANCIAL STATEMENTS OF OGENIC
TECHNOLOGIES PTY LTD....................................... F-6
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A Development Stage Company)
PRO FORMA CONSOLIDATED BALANCE SHEET
December 31, 1995
(unaudited)
<TABLE>
<CAPTION>
Pro Forma
Associated Ogenic Adjustments Balances
ASSETS
CURRENT ASSETS
<S> <C> <C> <C> <C>
Cash $ 0 $ 82,174 $ 0 $ 82,174
Accounts receivable 0 171,965 0 171,965
Inventories 0 262,174 0 262,174
Prepaid expenses 0 9,422 0 9,422
TOTAL CURRENT ASSETS 0 525,735 0 525,735
PROPERTY, PLANT, AND EQUIPMENT
Building 0 236,107 0 236,107
Equipment 0 413,936 0 413,936
Land 0 395,000 0 395,000
Accumulated depreciation and amortization 0 (317,888) 0 (317,888)
NET PROPERTY, PLANT, AND EQUIPMENT 0 727,155 0 727,155
OTHER ASSETS
Investment 0 150 0 150
Licensed technology 0 0 3,406,078 3,406,078
Loans - related parties 0 23,700 0 23,700
0 23,850 3,406,078 3,429,928
$ 0 $ 1,276,740 $ 3,406,078 $ 4,682,818
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 0 $ 551,313 $ 0 $ 551,313
Loans payable 0 114,851 0 114,851
Accrued expenses 0 489,422 0 489,422
Bank overdraft 0 688,177 0 688,177
TOTAL CURRENT LIABILITIES 0 1,843,763 0 1,843,763
LONG-TERM LIABILITIES
Loan - related party 0 3,133,998 0 3,133,998
0 3,133,998 0 3,133,998
TOTAL LIABILITIES 0 4,977,761 0 4,977,761
SHAREHOLDERS' EQUITY Common stock par value $.001:
25,000,000 shares authorized; 1,000,000
shares issued 1,000 3,311,573 (3,311,493) 1,080
Additional paid-in capital 0 94,505 6,717,571 6,812,076
(Deficit) accumulated during development stage (1,000) (7,107,099) 0 (7,108,099)
TOTAL SHAREHOLDERS'
EQUITY (DEFICIT) 0 (3,701,021) 3,406,078 (294,943)
$ 0 $ 1,276,740 $ 3,406,078 $ 4,682,818
</TABLE>
See Notes to the Pro Forma Consolidated Financial Statements.
F-1
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A Development Stage Company)
PRO FORMA CONSOLIDATED BALANCE SHEET
June 30, 1995
(unaudited)
<TABLE>
<CAPTION>
Pro Forma
Associated Ogenic Adjustments Balances
ASSETS
CURRENT ASSETS
<S> <C> <C> <C> <C>
Cash $ 0 $ 44,984 $ 0 $ 44,984
Accounts receivable 0 231,837 0 231,837
Inventories 0 358,665 0 358,665
Prepaid expenses 0 7,449 0 7,449
TOTAL CURRENT ASSETS 0 642,935 0 642,935
PROPERTY, PLANT, AND EQUIPMENT
Building 0 212,945 0 212,945
Equipment 0 402,530 0 402,530
Land 0 406,125 0 406,125
Accumulated depreciation and amortization 0 (273,321) 0 (273,321)
NET PROPERTY, PLANT, AND EQUIPMENT 0 748,279 0 748,279
OTHER ASSETS
Licensed technology 0 0 3,406,078 3,406,078
0 0 3,406,078 3,406,078
$ 0 $ 1,391,214 $ 3,406,078 $ 4,797,292
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 0 $ 478,291 $ 0 $ 478,291
Loans payable 0 101,123 0 101,123
Accrued expenses 0 383,319 0 383,319
Bank overdraft 0 588,110 0 588,110
Deferred income 0 535,466 0 535,466
TOTAL CURRENT LIABILITIES 0 2,086,309 0 2,086,309
LONG-TERM LIABILITIES
Loan - related party 0 2,718,221 0 2,718,221
0 2,718,221 0 2,718,221
TOTAL LIABILITIES 0 4,804,530 0 4,804,530
Minority interest deficit 0 (15,248) 15,248 0
SHAREHOLDERS' EQUITY Common stock par value $.001:
25,000,000 shares authorized; 1,000,000
shares issued 1,000 2,986,702 (2,986,622) 1,080
Additional paid-in capital 0 135,109 6,377,452 6,512,561
(Deficit) accumulated during development stage (1,000) (6,519,879) 0 (6,520,879)
TOTAL SHAREHOLDERS'
EQUITY (DEFICIT) 0 (3,398,068) 3,390,830 (7,238)
$ 0 $ 1,391,214 $ 3,406,078 $ 4,797,292
</TABLE>
See Notes to the Pro Forma Consolidated Financial Statements.
F-2
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A Development Stage Company)
PRO FORMA CONSOLIDATED BALANCE SHEET
June 30, 1994
(unaudited)
<TABLE>
<CAPTION>
Pro Forma
Associated Ogenic Adjustments Balances
ASSETS
CURRENT ASSETS
<S> <C> <C> <C> <C>
Cash $ 0 $ 1,092,229 $ 0 $ 1,092,229
Accounts receivable 0 292,686 0 292,686
Inventories 0 579,243 0 579,243
Prepaid expenses 0 10,910 0 10,910
TOTAL CURRENT ASSETS 0 1,975,068 0 1,975,068
PROPERTY, PLANT, AND EQUIPMENT
Building 0 260,710 0 260,710
Equipment 0 765,261 0 765,261
Land 0 413,535 0 413,535
Accumulated depreciation and amortization 0 (459,608) 0 (459,608)
NET PROPERTY, PLANT, AND EQUIPMENT 0 979,898 0 979,898
OTHER ASSETS
Investments 0 72 0 72
Research and development 0 499,993 0 499,993
Licensed technology 0 0 3,406,078 3,406,078
Loans - related parties 0 75 0 75
0 500,140 3,406,078 3,906,218
$ 0 $ 3,455,106 $ 3,406,078 $ 6,861,184
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 0 $ 180,063 $ 0 $ 180,063
Loans payable 0 49,388 0 49,388
Accrued expenses 0 316,356 0 316,356
Deferred income 0 136,886 0 136,886
TOTAL CURRENT LIABILITIES 0 682,693 0 682,693
LONG-TERM LIABILITIES
Loans payable 0 383,417 0 383,417
Loan - related party 0 2,408,468 0 2,408,468
0 2,791,885 0 2,791,885
TOTAL LIABILITIES 0 3,474,578 0 3,474,578
Minority interest deficit 0 (13,616) 13,616 0
SHAREHOLDERS' EQUITY Common stock par value $.001:
25,000,000 shares authorized; 1,000,000
shares issued 1,000 3,041,197 (3,041,117) 1,080
Additional paid-in capital 0 137,575 6,433,579 6,571,154
(Deficit) accumulated during development stage (1,000) (3,184,628) 0 (3,185,628)
TOTAL SHAREHOLDERS'
EQUITY (DEFICIT) 0 (5,856) 3,392,462 3,386,606
$ 0 $ 3,455,106 $ 3,406,078 $ 6,861,184
</TABLE>
See Notes to the Pro Forma Consolidated Financial Statements.
F-3
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A Development Stage Company)
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Year Ended June 30,
1995 1994 1993
<S> <C> <C> <C>
Operating Revenue $ 2,944,474 $ 1,699,537 $ 2,418,619
Cost of Sales 4,256,847 1,721,557 2,044,804
GROSS PROFIT (LOSS) (1,312,373) (22,020) 373,815
General and Administrative expenses 342,753 (36,223) 169,154
Income (Loss) before other items (1,655,126) 14,203 204,661
Other Items:
Bad debt - subsidiary and write off investment (187,869) (3,125,781) 0
Loss on disposal of fixed assets (170,505) 0 0
Decline in value of land and buildings (242,122) 0 0
Research and design costs (1,138,653) 0 0
Goodwill and other 0 (507,258) 0
(1,739,149) (3,633,039) 0
INCOME (LOSS) BEFORE INCOME TAXES (3,394,275) (3,618,836) 204,661
PROVISION FOR INCOME TAXES 0 224,452 41,092
NET INCOME (LOSS) $ (3,394,275) $ (3,843,288) $ 163,569
INCOME (LOSS) PER COMMON SHARE
Net income (loss) per weighted average common share
outstanding - ordinary $ (1.53) $ (.20) $ .15
Net income (loss) per weighted average common share
outstanding - other (1.61) (3.36) .00
Net income (loss) per weighted average common share
outstanding $ (3.14) $ (3.56) $ .15
Weighted average number of common shares outstanding 1,080,000 1,080,000 1,080,000
</TABLE>
These periods reflect the operations of Ogenic, as the Company had no
operations during these periods.
See Notes to the Pro Forma Consolidated Financial Statements.
F-4
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS December 31,
1995 and June 30, 1995, 1994, and 1993
(unaudited)
NOTE 1: SUMMARY OF TRANSACTION
Effective June 28, 1996, Associated Technologies issued 80,000 shares
of its restricted common stock to acquire Ogenic Technologies Pty Ltd
as a wholly-owned subsidiary in a transaction accounted for as a
purchase.
NOTE 2: MANAGEMENT'S ASSUMPTIONS
The pro forma consolidated balance sheets were prepared as it both of
the entities were combined as of December 31, 1995 and June 30, 1995
and 1994. The pro forma consolidated statements of operations assume
that the entities were together as of the beginning of each period
presented.
NOTE 3: FOREIGN CURRENCY EXCHANGE
The pro forma consolidated balance sheets and statements of operations
have been prepared in U.S. dollars, using the published rate of
exchange ($.79) at December 31, 1995, ($.7125) at June 30, 1995,
($.7255) at June 30, 1994 and ($.6665) at June 30, 1993.
F-5
<PAGE>
AUDITED FINANCIAL STATEMENTS OF OGENIC TECHNOLOGIES PTY LIMITED
The following audited financial statements of Ogenic Technologies Pty Ltd were
prepared by Byfields, Certified Practising Accountants, South Perth Australia
for June 30, 1994 and June 30, 1993 and by Stanton Partners, West Perth
Australia for December 31, 1995 and June 30, 1995.
F-6
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
AND CONTROLLED ENTITIES
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 JUNE 1995
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
DIRECTORS' REPORT
In respect of the financial year ended 30 June 1995 the Directors of Ogenic
Technologies Pty Limited submit the following report made out in accordance with
a resolution of the Directors.
1. Directors
The following persons hold office as Directors at the date of this report:
D F G Graham
P A Rengel
Changes to Directors during the year were as follows:
A.D.B. Graham Removed 14 December 1994
D.F.G. Graham Removed 14 December 1994 / Appointed 6 April 1995
G.L. Kelly Removed 6 April 1995
P.N. Nicholls Removed 6 April 1995
C. Papadopoulos Removed 6 April 1995
P.A. Rengel Appointed 6 April 1995
S Derrick Appointed 6 April 1995 / Resigned 17 May 1995
2. Principal Activities
The principal activities of the company during the year were the
manufacture of electronic broadcasting equipment and precision sheet metal
products.
3. Trading Results
The operating loss for the year after allowing for an income tax
expense of $ NIL (1994 $309,376) was $5,143,938 (1994 loss $4,941,798) with
a consolidated result of $(4,761,142).
4. Dividends
No dividend has been paid or declared since the previous year's report
and the Directors do not recommend the declaration of a dividend.
5. Review of Operations
On the 29th May 1995 the Directors resolved to place the company into
voluntary administration as it was unable to pay its debts as and when they
fell due. Mr George Lopez of Ernst & Young was appointed Administrator.
On 31st October 1995 at meeting of creditors of the company a
resolution was passed to give effect to a Deed of Company Arrangement
providing for the payment (in accordance with Section 556 of the
Corporations Law) to creditors as follows:
Secured Creditors in full
Admitted claims ranking in priority
pursuant to Section 556(1)(e)(g) in full
Admitted claims ranking in priority
pursuant to Section 556(1)(h) 10c in the dollar or 30c in the dollar
in the form of shares in Nighthawk
Capital Inc
Ordinary Unsecured Admitted Claims 10c in the
dollar or 25c in the dollar in the
form of shares in Nighthawk Capital
Inc
Ref: otpl0695 Page 1
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
6. Likely Developments
At the date of this report negotiations have been completed for the
sale of the company to a US publicly listed company and interim funding is
being provided by a Sydney based merchant bank. The Company is expected to
settle with creditors under the terms of the Deed of Company Arrangement in
March 1996.
7. Directors Benefits
During the year the economic entity retained the services of Priestley
& Morris, Chartered Accountants, a firm in which P A Rengel has an interest
and Wojtowicz Kelly, Solicitors a firm in which a former director, G L
Kelly has a substantial interest.
Other than this, since the end of the previous financial year, no
Director of the company has received or become entitled to receive any
benefit, other than a benefit included in the aggregate amount of
emoluments received or due and receivable by the Directors shown in the
accounts, or the fixed salary of a full time employee of the company or of
a related corporation by reason of a contract made by the company or a
related corporation with the Director or with a firm of which the Director
is a member or with a company in which the director has a substantial
financial interest.
Signed at Guildford this 11th day of September 96 in accordance with a
resolution of the Directors.
../s/ P A Rengel................. ../s/ D F Graham.................
DIRECTOR DIRECTOR
P A RENGEL D F GRAHAM
Ref: otpl0695 Page 2
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
STATEMENT BY DIRECTORS'
1. In the opinion of the directors of Ogenic Technoliges Pty Ltd
(a) the financial statements set out on pages 5 to 25 drawn up so as
to give a true and fair view of the loss and cash flows for the finanical
year ended 30 June 1995, and the state of affairs at 30 June 1995, of the
Company and the economic entity;
(b) the consolidated accounts have been made out in accordance with
Divisions 4A and 4B of Part 3.6 of the Corporations Law; and
(c) at the date of this statement, there are reasonable grounds to
believe that the Company will be able to pay its debts as and when they
fall due.
2. The finanical statements have been made out in accordance with applicable
Accounting Standards.
Dated at Perth this day of 1996
Signed in accordance with a resolution of the directors:
./s/ P A Rengel.............. ./s/ D F Graham.......................
DIRECTOR DIRECTOR
P A RENGEL D F GRAHAM
Ref: otpl0695 Page 3
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
PROFIT LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
<S> <C> <C> <C> <C> <C>
Operating revenue 2 3,630,521 2,163,085 4,132,595 2,342,574
Operating profit/(loss) before (2,267,818) 676 (2,322,983) 19,577
abnormal items
Abnormal items before income tax 3 (2,876,120) (4,633,098) (2,440,912) (5,007,635)
--------- --------- --------- ---------
Operating (loss)/profit before income tax 4 (5,143,938) (4,632,422) (4,763,895) (4,988,058)
Income tax (expense)/benefit attributable
to operating profit 5 - (309,376) - (309,376)
--------- --------- --------- ---------
Operating profit/(loss) after income tax (5,143,938) (4,941,798) (4,763,895) (5,297,434)
Operating loss relating to outside
equity interest - - 2,753 (944)
--------- --------- --------- ---------
Operating profit/(loss) for members of the
Chief Entity (5,143,938) (4,941,798) (4,761,142) (5,298,378)
Retained profits/(accumulated losses) at
the beginning of the financial year (4,032,985) 908,873 (4,389,565) 908,813
--------- --------- --------- ---------
Accumulated losses at the end of the
Financial Year (9,176,923) (4,032,985) (9,150,707) (4,389,565)
</TABLE>
The accompanying notes form an integral part of these accounts.
Ref: otpl0695 Page 4
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
BALANCE SHEET AS AT 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
Current Assets
<S> <C> <C> <C> <C>
Cash 60,217 1,504,047 63,136 1,505,484
Receivables 6 243,624 354,217 325,386 403,426
Inventories 7 480,855 751,217 503,390 798,405
Other 10 10,455 7,675 10,455 15,038
--------- --------- --------- ---------
Total Current Assets 795,151 2,617,156 902,367 2,722,353
--------- --------- --------- ---------
Non Current Assets
Receivables 6 50,000 485,312 - 104
Investments 8 190 100 - 99
Property, plant and equipment 9 1,029,589 1,326,195 1,050,216 1,350,652
Other 10 - 689,171 - 689,171
--------- --------- --------- ---------
Total Non Current Assets 1,079,779 2,500,778 1,050,216 2,040,026
--------- --------- --------- ---------
Total Assets 1,874,930 5,117,934 1,952,583 4,762,379
======== ======== ======== ========
Current Liabilities
Creditors and borrowings 11 2,103,783 597,426 2,156,312 595,540
Provisions 12 - 135,099 20,309 156,778
Other 13 751,531 188,679 751,531 188,679
--------- --------- --------- ---------
Total Current Liabilities 2,855,314 921,204 2,928,152 940,997
--------- --------- --------- ---------
Non Current Liabilities
Creditors and Borrowings 11 3,815,047 3,848,223 3,815,047 3,848,223
--------- --------- --------- ---------
Total Non Current Liabilities 3,815,047 3,848,223 3,815,047 3,848,223
--------- --------- --------- ---------
Total Liabilities 6,670,361 4,769,427 6,743,199 4,789,220
======== ======== ======== ========
Net Assets/(Deficiency) (4,795,431) 348,507 (4,790,616) (26,841)
======== ======== ======== ========
</TABLE>
Ref: otpl0695 Page 5
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
BALANCE SHEET AS AT 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
Shareholders' Equity
<S> <C> <C> <C> <C> <C>
Share capital 14 4,191,864 4,191,864 4,191,864 4,191,864
Reserves 15 189,628 189,628 189,628 189,628
Retained profits (9,176,923) (4,032,985) (9,150,707) (4,389,565)
--------- --------- --------- ---------
Shareholders equity attributable to (4,795,431) 348,507 (4,769,215) (8,073)
members of chief equity
Outside equity interest in - - (21,401) (18,768)
controlled entities 19
--------- --------- --------- ---------
Total Shareholders Equity / (4,795,431) 348,507 (4,790,616) (26,841)
(Deficiency) In Shareholders Funds
========= ========= ========= =========
</TABLE>
The accompanying notes form an integral part of these accounts
Ref: otpl0695 Page 6
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
STATEMENT OF CASH FLOW
FOR THE YEAR ENDED 30TH JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
Cash Flow From Operating Activities
<S> <C> <C> <C> <C>
Receipts from customers 2,799,655 3,024,993 3,356,766 3,231,417
Proceeds from sale of non-current asset 35,779 5,000 35,799 5,000
Payments received in advance 751,531 105,364 751,531 105,364
Other Receipts 210,133 37,270 210,133 5,994
Payment to Suppliers (4,703,458) (2,392,617) (5,255,752) (2,581,673)
Net Cash flow From Operating 18(b) (906,360) 780,010 (901,523) 766,102
Activities
Cash Flow From Investing Activities
Payments for Purchase of Plant & (535,704) (208,583) (539,060) (208,583)
Equipment
Payments for Research & Development (867,962) (689,171) (867,962) (689,171)
Payments for float & relocation - (324,821) - (324,822)
expenses
Net Cash Flow from Investing (1,403,666) (1,222,575) (1,407,022) (1,222,576)
Activities
Cash Flow from Financing Activities
Proceeds from Inter-Company Loan 614,421 3,014,223 614,421 3,025,843
Payment of Commercial Bills (500,000) (194,525) (500,000) (194,525)
Payment of Other Loans (134,007) (134,007) (660,274)
Proceeds from Bank Loans 825,416 (660,274) 825,416
Bank Loans Received 129,569 129,569
Payment of other Loans (66,089) (66,089) -
Payment of Leases (3,114) (37,002) (3,114) (37,002)
866,196 2,122,422 866,196 2,134,042
Net Increase In Cash Held (1,443,830) 1,679,857 (1,442,349) 1,677,568
Cash at Beginning of the Financial 18(a) 1,504,047 (175,810) 1,505,485 (172,084)
Year
Cash at End of the Financial Year 18(a) 60,217 1,504,047 63,136 1,505,484
</TABLE>
Ref: otpl0695 Page 7
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
1. Statement of Accounting Policies
The financial statements have been prepared in accordance with
applicable accounting standards and the Corporations Law, including the
disclosure requirements of Schedule 5 of the Corporations Regulations. The
financial statements have also been prepared on the basis of historical
costs and do not take into account changing money values or, except where
stated, current valuations of non current assets. Cost is based on the fair
values of the consideration given in exchange for assets. The accounting
policies have been consistently applied, unless otherwise stated.
The following is a summary of the significant accounting policies
adopted by the economic entity in the preparation of financial statements.
a) Going Concern Basis
At balance date the financial statements disclose a deficiency of
net assets of $4,790,616. Despite this deficiency the accounts
have been drawn up on the going concern basis because
i) An undertaking has been received from the parent company that a
loan of $3,815,047 will not be recalled in the foreseeable
future.
ii) At the conclusion of the Deed of Company Arrangement liabilities
totaling approximately $779,343 will be written off.
iii) Funding for working capital is to be provided by CIF Capital Ltd
over the next twelve months up to a maximum of $1,500,000.
b) Principal of Consolidation
The consolidated accounts comprise the accounts of Ogenic
Technologies Pty Ltd and all of its controlled entities. A
controlled entity is any entity controlled by Ogenic Technologies
Pty Ltd where the company has the capacity to dominate the
decision making. The controlled entities are summarised in Note 8
to the accounts.
All inter-company balances and transactions between entities in
the economic entity, including any unrealised profits or losses,
have been eliminated on consolidation. Where controlled entities
have entered the economic entity during the year, their operating
results have been included from the date control was obtained.
Ref: otpl0695 Page 8
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
c) Goodwill on Consolidation
Goodwill on consolidation is initially recorded at the amount by
which the purchase price for a business or ownership interest in
a controlled entity exceeds the fair value attributed to its net
assets at the date of acquisition. The goodwill on consolidation
of the only controlled entity, Printed Circuit Technologies Pty
Ltd, has been written off in the current year.
d) Non Current Investments
Investments are brought to account at cost or at Directors
valuation. The carrying amount of investments is reviewed
annually by Directors to ensure it is not in excess of the
recoverable amount of these investments. The recoverable amount
is assessed from the investments current market value or the
underlying net assets in the particular companies. The expected
net cash flows from investments have not been discounted to their
present value in determining the recoverable amounts.
Dividends are brought to account in the Profit & Loss Account
when received except for dividends from controlled entities which
are brought to account when they are proposed by the controlled
entity.
e) Property, Plant and Equipment
Property, plant and equipment are brought to account at cost or
at independent or Directors valuation, less, where applicable,
any accumulated depreciation or amortisation. The carrying amount
of property, plant and equipment is reviewed annually by
Directors to ensure it is not in excess of the recoverable amount
from these assets. The recoverable amount is assessed on the
basis of the expected net cash flows which will be received from
the assets employed and subsequent disposal. The expected net
cash flows have not been discounted to their present values in
determining recoverable amounts.
The depreciable amount of all fixed assets including buildings
and capitalised lease assets, but excluding freehold land, is
depreciated over their useful lives commencing from the time the
asset is held ready for use.
The gain or loss on disposal of all fixed assets, including
revalued assets, is determined as the difference between the
carrying amount of the asset at the time of disposal and the
proceeds of disposal, and is included in operating profit before
income tax of the economic entity in the year of disposal. Any
realised revaluation increment relating to the disposed asset
which is included in the asset revaluation reserve is transferred
to the asset realisation reserve.
Ref: otpl0695 Page 9
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
f) Income Tax
The economic entity adopts a liability method of tax effect
accounting whereby the income tax expense shown in the Profit &
Loss Account is based on the operating profit before income tax
adjusted for permanent differences.
Timing differences which arise due to the different accounting
periods in which items of revenue and expense are included in the
determination of operating profit before income tax and taxable
income are brought to account either as provision for deferred
income tax or an asset described as future income tax benefit at
the rate of income tax applicable to the period in which the
benefit will be received or the liability will become payable.
Future income tax benefits are not brought to account unless
realisation of the asset is assured beyond any reasonable doubt.
Future income tax benefits in relation to tax losses are not
brought to account unless there is virtual certainly of
realisation of the benefit. The amount of benefit brought to
account or which may be realised in the future is based on the
assumption that no adverse change will occur in income tax
legislation and the anticipation that the economic entity will
derive sufficient future assessable income and comply with the
conditions of deductibility imposed by the Law to permit a future
income tax benefit to be claimed.
g) Inventories
With the exception of contract work in progress (Note 1 h) all
inventories are valued at the lower of cost and net realisable
value. The cost of manufactured products includes direct
materials, direct labour and an appropriate portion of variable
and fixed overheads. Overheads are applied on the basis of normal
operating capacity. Costs are assigned on the basis of weighted
average.
h) Construction Contracts
All construction contracts which are on a fixed price basis are
accounted for on the basis that profit is recognised in
proportion to the progress of each contract when the following
conditions are satisfied:
- Total contract revenues to be received can be reliably estimated.
- The costs to complete the contract can be reliably estimated.
- The stage of contract completion can be reliably determined and
is at least 30% of the total contract;
- The costs attributable to the contract to date can be clearly
identified and can be compared with prior estimates.
Ref: otpl0695 Page 10
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
i) Foreign Currency
Foreign currency transactions are translated into Australian
currency at the rate of exchange at the date of the transaction.
At balance date amounts payable to and by the company in foreign
currencies have been translated to Australian currency at rates
of exchange at balance date. Exchange differences relating to
short term monetary items and long term monetary items of an
indeterminate life are brought to account in the Profit & Loss
Account when they arise.
j) Operating Revenue
Sales revenue represents revenue earned from the sale of the
group's products, net of returns, trade allowances and duties and
taxes paid. Other revenue includes interest income, proceeds from
disposal of non current assets and insurance recoveries.
k) Receivables
A provision is raised for any doubtful debts based on a review of
all outstanding amounts at year end. Bad debts are written off
during the period in which they are identified.
l) Research & Development
The policy adopted in 1994 was to capitalise research and
development costs and to write these costs down over 5 years. Due
to uncertainty in the current year, costs capitalised in prior
years and current year expenditure has been written off to the
Profit and Loss account.
Ref: otpl0695 Page 11
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
2. Operating Revenue
<S> <C> <C> <C> <C>
Sales revenue 3,378,772 1,912,232 3,847,680 2,078,336
======== ======== ======== ========
Other revenue:
Insurance Revenue 5,837 4,979 5,837 5,837
Interest Received 14,885 25,585 14,885 14,350
Proceeds on disposal of non-
current assets 35,779 5,000 35,779 5,000
Customs Bounty 116,113 209,726 149,279 234,346
Recovery of Export market 23,902 - 23,902 -
development expenses - -
Foreign Exchange Gains 35,714 - 35,714 -
Other 19,519 5,563 19,519 5,563
--------- --------- --------- ---------
251,749 250,853 284,915 264,238
--------- --------- --------- ---------
3,630,521 2,163,085 4,132,595 2,342,574
======== ======== ======== ========
3. Abnormal Items (no income tax applicable)
Expense:
(a) Write off investments - 4,308,451 - 4,308,451
(b) Provision for decrement in value 339,821 - 339,821
of land and buildings
c) Write off float costs - 179,283 - 179,283
d) Write off relocation expenses - 145,364 - 145,364
e) Write off inter company loan with 263,576 - 263,576
UK subsidiary
f) Provision against loan due from 435,308 - 100 -
subsidiary/write off of investment
g) Write off all prior period Research 689,171 689,171
and Development Costs
h) Write off all current period 908,939 908,939
Research & Development costs
i) Loss on disposal of fixed assets 239,305 - 239,305
j) Write off Goodwill on - - - 374,537
consolidation
--------- --------- --------- ---------
2,876,120 4,633,098 2,440,912 5,007,635
======= ======= ======= =======
</TABLE>
Ref: otpl0695 Page 12
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
4. Operating Profit/(Loss)
(i) Operating profit/(loss) before abnormal items
and income tax has been determined after
Charging as expense:
<S> <C> <C> <C> <C>
Amortisation of furniture and fittings 2,562 2,670 2,562 2,670
Auditors remuneration:
Amounts received, or due and
receivable by the auditors for
- Auditing the accounts 12,000 5,450 12,000 5,450
- Other services - - - -
Provision for employee entitlements 82,364 6,167 82,364 6,167
Depreciation:
- Plant and Equipment 106,915 6,076 114,103 6,076
- Furniture and Fittings 76,322 6,874 76,322 6,874
- Motor Vehicles 12,547 21,250 12,547 21,250
- Buildings 10,806 8,462 10,806 8,462
Interest attributable to:
- Related Corporations - 31,985 - 31,985
- Other persons 115,819 116,861 115,819 11,861
Finance Charges relating to finance 7,134 1,773 7,134 1,773
lease
Bad Debts/Doubtful Debts
- Other Persons 237,455 - 237,455 -
Superannuation paid/payable to
Directors 14,408 - 14,962 -
</TABLE>
Ref: otpl0695 Page 13
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
Crediting to Income:
Interest Attributable to:
<S> <C> <C> <C> <C>
- Related Corporations - 25,565 - 14,350
- Other Persons 14,885 - 14,885 -
Profit on disposal of non-current assets - 5000 - 5,000
(ii) Directors Remunerations
Income received or due and receivable 190,132 238,284 190,132 238,284
from the company
</TABLE>
The number of holding company Directors and former company Directors included in
these figures are shown below in their relevant income bands.
<TABLE>
<C> <C> <C> <C> <C>
$10,000 to $19,999 2 - 2 -
$40,000 to $49,999 - 1 - 1
$70,000 to $79,999 1 - 1 -
$80,000 to $89,999 - 1 - 1
$100,000 to $109,999 1 - 1 -
$110,000 to $119,999 - 1 - 1
</TABLE>
Ref: otpl0695 Page 14
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
5. Income Tax
a) Prima Facie Tax Payable
The amount of income tax attributable to the financial year differs from
the prima facie amount payable on the operating profit. The differences are
reconciled as follows:
<S> <C> <C> <C> <C>
Operating profit (loss) before tax (5,143,938) (4,632,422) (4,763,895) (4,988,058)
Prima facie income tax at 33% (1,697,500) (1,528,699) (1,572,085) (1,646,059)
Tax effect of permanent differences:
Scientific research and 76,499 (130,520) 76,499 (130,520)
development incentive
Other non deductible expenditure 137,058 21,601 155,262 21,601
Abnormal items:
- write off of investments
- relocation expenses - 1,421,789 - 1,539,149
- float costs - 46,924 - 46,924
- revaluation of land and - 31,974 - 31,974
buildings 112,141 - 112,141 -
Provision for bad debt 143,652 - - -
(subsidiary)
Income tax expense / (benefit)
attributable to operating profit (1,228,150) (136,931) (1,228,183) (136,931)
Less future income tax benefits:
not brought to account 1,228,150 136,931 (1,228,183) 136,931
Reversal of prior years - 309,376 - 309,376
Income Tax Expense - 309,376 - 309,376
</TABLE>
b) Future income tax benefits not
brought to account
Future income tax benefits (estimated at $1.98M) have not been brought to
account and prior year balances reversed because the conditions set out in
Note 1(f) have not been met.
Ref: otpl0695 Page 15
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
6. Receivables
Current
<S> <C> <C> <C> <C>
Trade debtors 243,624 74,901 405,535 147,270
Less provision for doubtful debts - (13,300) (80,149) (13,300)
--------- --------- --------- ---------
243,624 61,601 325,386 133,970
Other debtors - 292,616 - 269,456
-------- -------- -------- --------
243,624 354,217 325,386 403,426
======== ======== ======== ========
Non-Current
Loans to subsidiary companies 485,208 496,633 - 11,425
Less provision for bad debts (435,208) - - -
-------- -------- -------- --------
50,000 496,633 - 11,425
Loans to other related corporations - (11,321) - (11,321)
-------- -------- -------- --------
50,000 485,312 - 104
======== ======== ======== ========
7. Inventories
Work in Progress 123,339 434,614 123,339 442,671
Raw materials 216,285 273,199 238,820 294,486
Finished Goods 141,231 43,404 141,231 61,248
-------- -------- -------- --------
480,855 751,217 503,390 798,405
======== ======== ======== ========
</TABLE>
Ref: otpl0695 Page 16
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
8. Investments
<S> <C> <C> <C> <C>
Non current
Unlisted securities
Shares in controlled entities (at cost/less 190 100 - 99
amounts written off)
</TABLE>
The shares in subsidiary companies are as follows:
<TABLE>
<CAPTION>
Book Value of % of Shares Held Profit/(Loss) for the
Investment Year
1995 1994 1995 1994 1995 1994
$ $ % % $ $
Australia:
<S> <C> <C> <C> <C> <C> <C>
Ogenic Industries Pty Ltd 190 190 95 95 (55,065) 27,895
(Formerly Printed Circuit Technology
Pty Ltd)
PKE Licensing Pty Ltd - - 100 100 - -
PKE Technology Trust - - 100 100 - -
Malaysia:
Gainsterm Sdn Bhd - - 100 100 - -
</TABLE>
9. Property, Plant and Equipment
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
<S> <C> <C> <C> <C>
Land at Directors valuation* 570,000 570,000 570,000 570,000
Buildings and improvements - at cost 638,691 359,352 638,691 359,352
Less accumulated depreciation (19,268) (8,462) (19,268) (8,462)
Less provision for decrement in value (339,821) - (339,821) -
279,602 350,890 279,602 350,890
Furniture and equipment - at cost 273,696 407,231 273,696 407,231
Less accumulated depreciation (152,531) (320,686) (152,531) (320,686)
121,165 86,545 121,165 86,545
</TABLE>
Ref: otpl0695 Page 17
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
<S> <C> <C> <C> <C>
Plant and Equipment at cost 150,529 200,591 191,515 238,221
Less Accumulated Depreciation (110,646) (166,637) (131,005) (179,810)
--------- --------- --------- ---------
39,883 33,954 60,510 58,411
======== ======== ======== ========
Demonstration equipment at cost 25,804 225,178 25,804 225,178
Less accumulated depreciation (6,865) - (6,865) -
--------- --------- --------- ---------
18,939 225,178 18,939 225,178
======== ======== ======== ========
Motor vehicles at cost 45,749 155,984 45,749 155,984
Less accumulated depreciation (45,749) (98,918) (45,749) (98,918)
--------- --------- --------- ---------
- 57,066 - 57,066
======== ======== ======== ========
Furniture and fittings - under lease 28,191 28,191 28,191 28,191
Less accumulated amortisation (28,191) (25,629) (28,191) (25,629)
--------- --------- --------- ---------
- 2,562 - 2,562
======== ======== ======== ========
Total Property, Plant & Equipment 1,029,589 1,326,195 1,050,216 1,350,652
======== ======== ======== ========
</TABLE>
*The land and buildings were revalued by an independent valuer, Mr
Wayne Sillich A.V.L.E. of Colliers Jardine on 16 December 1994 at $850,000.
Ref: otpl0695 Page 18
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
10. Other Assets
Current
<S> <C> <C> <C> <C>
Prepayments 10,455 7,675 10,455 15,038
Non Current
Research and Development - at cost - 689,171 - 689,171
============== ============== ============== =============
11. Creditors and Borrowings
Current:
(Unsecured)
Trade creditors 622,887 252,027 671,285 248,192
Other Accrued liabilities 289,601 277,325 293,732 279,274
Employee Entitlements 217,451 - 217,451 -
1,129,939 529,352 1,182,468 527,466
(Secured)
Bank overdraft* 825,417 - 825,417 -
Bank loans* 129,569 - 129,569 -
Hire purchase creditors** 10,132 62,633 10,132 62,633
Lease creditors (Note 16) 2,226 5,441 2,226 5,441
Other 6,500 - 6,500 -
973,844 68,074 973,844 68,074
Total 2,103,783 597,426 2,156,312 595,540
</TABLE>
Creditors and Borrowings includes amounts totalling $1,032,631 relating to debts
incurred prior to the appointment of the Voluntary Administrator. Under the Deed
of Company Arrangement it is antcipated that these creditors will be settled as
follows:
<TABLE>
<CAPTION>
Gross Liability Net Payable in cash
<S> <C> <C>
a) Wages, Superannuation and Holiday Pay 166,694 166,694
(Section 556(1)(e) and Section 556(1)(g))
b) Termination Pay (Section 556(1)(h) 107,177 10,718
c) Other unsecured creditors 758,760 75,876
1,032,631 253,288
</TABLE>
Creditors in b) and c) above can elect to receive 30c or 25c in the dollar
respectively in the form of shares in Nighthawk Capital Inc.
Ref: otpl0695 Page 19
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
Non-Current
(Unsecured)
<S> <C> <C> <C> <C>
Other loans - 15,000 - 15,000
Related company loans*** 3,815,047 3,319,736 3,815,047 3,319,736
--------- --------- --------- ---------
3,815,047 3,334,736 3,815,047 3,334,736
======== ======== ======== ========
(Secured)
Bank loans and commercial bills* - 500,000 - 500,000
Hire purchase creditors** - 13,588 - 13,588
Lease creditors (Note 16)** - (101) - (101)
-------- --------- --------- ---------
- 513,487 - 513,487
======= ======= ======= =======
Total 3,815,047 3,848,223 3,815,047 3,848,223
======== ======== ======== ========
</TABLE>
* The bank has a registered mortgage debenture over the assets of the company
as security for: a)overdraft facility b)loan facility - to purchase land
and building c)commercial bills - to purchase land and building
d)performance bond of $219,763
** Lease liabilities are secured over leased assets and hire purchase
creditors are secured over hire purchase assets.
*** The loan is from Ogenic Ltd, and is, unsecured. The Directors of Ogenic Ltd
have confirmed that the loan will not be recalled within the next 12 months
and that no interest will be charge to 31st December 1995. Under the Deed
of Arrangement the debt ranks behind all other creditors.
On 31st January 1996 Ogenic Limited entered into an agreement for the sale
of all its shares in the Company. As part of this agreement the debt
reflected above is to be transferred to the purchaser. At the date of this
report both transactions are conditional and subject to approval by the
shareholders of Ogenic Limited.
Ref: otpl0695 Page 20
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
12. Provisions
<S> <C> <C> <C> <C>
Employee entitlements - 135,087 20,309 156,778
======== ======== ======== ========
13. Other Liabilities
Current
Advances on account of construction 751,531 188,679 751,531 188,679
work in progress
======= ======= ======= =======
14. Share Capital
Authorised Share Capital
- 90,000,000 ordinary shares of 50(cent) 45,000,0000 45,000,000 45,000,000 45,000,000
- 10,000,000 Non-Cumulative, Non-
Voting, Redeemable, Convertible
Preference Shares of 50(cent) each
5,000,000 5,000,000 5,000,000 5,000,000
--------- --------- --------- ---------
50,000,000 50,000,000 50,000,000 50,000,000
======== ======== ======== ========
Issued Share Capital
8,383,727 ordinary shares of 50(cent) 4,191,864 4,191,864 4,191,864 4,191,864
each fully paid
======== ======== ======== ========
15. Reserves
Capital reserve arising on the early 119,628 119,628 119,628 119,628
redemption of a loan
Asset revaluation reserve 70,000 70,000 70,000 70,000
-------- -------- -------- --------
189,628 189,628 189,628 189,628
======== ======== ======== ========
</TABLE>
Ref: otpl0695 Page 21
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
16. Finance Lease Commitments
<S> <C> <C> <C> <C>
Finance lease commitments contracted
for at balance sheet date but not
provided for in the accounts are as
follows: 2,226 4,934 2,226 4,934
a) not later than 1 year
b) later than 1 year and not later than - 503 - 503
2 years
-------- -------- -------- --------
2,226 5,437 2,226 5,437
Less unexpired finance charges - (97) - (97)
--------- --------- --------- ---------
2,226 5,340 2,226 5,340
======== ======== ======== ========
Represented by:
Current Liability 2,226 5,441 2,226 5,441
Non-Current Liability - (101) - (101)
--------- ---------- --------- ---------
2,226 5,340 2,226 5,340
======== ======== ======== ========
</TABLE>
17. Contingent Liabilities
A dispute has arisen between a supplier and the company concerning non
payment of an account of $39,954. A counter claim by the company has been
lodged against the supplier for the supply of a non merchantilable product
for damages amounting to $65,780. This claim will be strongly pursued.
There is a contingent liability in regard to a claim from a Dutch company
in the range of $50,000 - $200,000. To date no claim has been made and the
Directors do not believe that the claim would succeed.
18. Cash Flow Notes
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1995 1994 1995 1994
$ $ $ $
a) Reconciliation of Cash
<S> <C> <C> <C> <C>
Cash 60,217 1,504,047 63,136 1,505,484
Bank Overdraft - - - -
-------- -------- -------- --------
60,217 1,504,047 63,136 1,505,484
======= ======= ======= ========
</TABLE>
b) Reconciliation of Net Cash provided by Operating Activities to Operating
Profit after income tax
Ref: otpl0695 Page 22
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
1995 1994 1995 1994
$ $ $ $
<S> <C> <C> <C> <C>
Operating profit (loss) after tax (5,143,938) (4,941,798) (4,763,895) (5,297,434)
Provision against stock 148,920 - 148,920 -
Revaluation Decrement 339,821 - 339,821 -
Depreciation 209,153 43,884 216,340 46,800
Foreign Exchange Loss - 12,610 - 12,610
Bad Debts Provision/Investment write off 435,308 80,149
Write Off Research and Development
- - Prior Year 689,171 - 689,171 -
- - Current Year 867,972 - 867,972 -
Write Back Investment (190) - 200 -
Non Cash Write Off - 4,631,382 - 5,055,283
(Gain)/Loss on sale of asset 289,836 (5,000) 289,836 (5,000)
Decrease trade debtors 110,593 1,125,391 27,341 1,112,378
(Increase)/Decrease in Inventories 121,442 (241,234) 146,095 (249,224)
(Decrease)/Increase in Creditors 465,479 (14,742) 489,073 (26,346)
Decrease/(Increase) in pre-paid expenses (2,779) 3,820 4,602 3,341
Increase in advances (creditors) 562,852 105,364 562,852 105,364
Increase in other receivables - (208,583) - (208,583)
Decrease in other accruals - (40,460) - (42,245)
Reversal of future Income Tax benefits 309,376 309,376
-------- --------- --------- ---------
Net cash flow in operating activities (906,360) 780,010 (901,523) 766,102
======== ======== ======== ========
19. Outside Equity Interest
Outside equity interest comprises:
Share Capital - - 10 10
Retained profits (accumulated losses) - - (21,411) (18,778)
--------- --------- --------- ---------
Total - - (21,401) 18,768
======== ======== ======== ========
</TABLE>
Ref: otpl0695 Page 23
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
<TABLE>
<CAPTION>
Chief Entity Consolidated
1995 1994 1995 1994
$ $ $ $
20. Related Party Transaction
i) Director related entities
Payment to the legal firm of Wojtowicz Kelly for :
<S> <C> <C> <C> <C>
Legal Costs 23,785 12,650 23,785 12,650
Float Costs - 48,994 - 48,994
--------- --------- --------- ---------
23,785 61,644 23,785 61,644
======== ======== ======== ========
</TABLE>
ii) During the year certain transactions took place between the company and
former directors, Messrs Nicholls and Papadopoulos, or entities under the
control of these directors. These transactions have been the subject of the
litigation referred to in note 21.
Ref: otpl0695 Page 24
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
ACN 008 792 783
(SUBJECT TO DEED OF COMPANY ARRANGEMENT)
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1995
21. Post Balance Date Events
Subsequent to the year end the company was awarded judgment against its
former directors P.N. Nicholls and C. Papadopoulos in all 10 pleas sought.
The Company and its advisers are currently in the process of recovering
assets/funds which were the subject of the judgment. At the date of this
report the Directors believe that the net benefit to the company (after the
payment of litigation and investigation expenses which are on a "share of
recoveries" basis) could be in the region of $200,000 to $500,000.
None of the above has been brought to account in these financial
statements.
Ref: otpl0695 Page 25
<PAGE>
STANTON PARTNERS
5 ORD STREET,
WEST PERTH 6005
WESTERN AUSTRALIA
TELEPHONE: (09) 481 3144
FACSIMILE: (09) 321 1204
QUALIFIED INDEPENDENT AUDIT REPORT
To the Members of Ogenic Technologies Pty Ltd
Scope
We have audited the financial statements of Ogenic Technologies Pty Ltd for the
year ended 30 June 1995 as set out on pages 4 to 25. The financial statements
include the consolidated accounts of the economic entity comprising the company
and the entities it controlled at the year's end or from time to time during the
financial year. The Directors of the Company are responsible for the financial
statements. We have conducted an independent audit of the financial statements
in order to express an opinion on them to the members of the company.
Our audit has been in accordance with Australian Auditing Standards to provide
reasonable assurance whether the financial statements are free of material
misstatement. Our procedures included examination on a test basis, of evidence
supporting the amounts and other disclosures in the financial statements, and
the evaluation of accounting policies and significant accounting estimates.
These procedures have been undertaken to form an opinion whether, in all
material respects, the financial statements are presented fairly in accordance
with Accounting Standards and other mandatory professional reporting
requirements (Urgent Issues Group Consensus Views) and statutory requirements so
as to present a view which is consistent with our understanding of the company's
and economic entity's financial position, the results of their operations and
their cash flows.
The audit opinion expressed in this report has been formed on the above basis.
Audit Qualification
Ogenic Technologies Pty Ltd is currently under a Deed of Company Arrangement and
a conditional share sale deed contract has been entered into with another entity
for share ownership of Ogenic Technologies Pty Ltd to change. Under the share
sale deed, the debt owned to the current entity, Ogenic Limited (vendor) must be
extinguished by release, satisfaction or otherwise in a manner acceptable to the
vendor and the purchaser. On 30 June 1995, the debt due by the company to Ogenic
Limited totaled $3,815,047. Under the Deed of Company Arrangement, the debt due
to Ogenic Limited rank behind ordinary
Ref: otpl0695 Page 26
<PAGE>
unsecured creditors until the ordinary unsecured creditors have received payment
to the extent of 10 cents in the dollars.
Currently CIF Capital Ltd is providing funds via Ogenic Limited to the company
in order for it to meet ongoing obligations and continue in business. Without
such continuing financial support and the successful completion of the Deed of
Company Arrangement, there is significant uncertainty whether the company will
be able to continue as a going concern. If the entity is unable to continue as a
going concern, it may be required to realise its assets and extinguish its
liabilities other than in the normal course of business or under the Deed of
Company Arrangement.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the company not
continue as a going concern. In our opinion, knowledge of the significant
uncertainty affecting the company's ability to continue as a going concern is
necessary for a proper understanding of the financial statements.
Qualified Audit Opinion
In our opinion, except for the effects on the financial statements of the
matters referred to above, the financial statements of Ogenic Technologies Pty
Ltd are properly drawn up:
(a) so as to give a true and fair view of:
(i) the state of affairs as at 30 June 1995 and the loss and cash flows
for the financial year ended on that date of the company and the
economic entity; and
(ii) the other matters required by Division 4, 4A, and 4B of Part 3.6 of
the Corporations Law to be dealt with in the financial statements;
(b) in accordance with the provisions of the Corporations Law; and
(c) in accordance with applicable Accounting Standards and other mandatory
professional reporting requirements.
/s/Stanton Partners
Date 8 March 1996 Firm Stanton Partners
Address 5 Ord Street /s/ J P Van Dieren
West Perth Partner JP Van Dieren
Western Australia 6005
Ref: otpl0695 Page 27
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
DIRECTORS' REPORT (con't)
In respect of the financial year ended 30 June 1994 the Directors of Ogenic
Technologies Limited submit the following report made out in accordance with a
resolution of the Directors.
1 Directors
The following persons hold office as Directors at the date of this report:
A D B Graham (Chairman)
P N Nicholls
C Papadopoulos
G L Kelly
D F G Graham
Changes to Directors during the year:
A D B Graham and D F G Graham were appointed on 27 May 1994. P
A Kirkebjerg resigned on 22 December 1993. G L Kelly was
appointed on 22 December 1993.
2 Principal Activities
The principal activities of the company during the year were the
manufacture of electronic broadcasting equipment and precision sheet metal
products.
3 Trading Results
The operating profit (loss) for the year after allowing for an income tax
expense of $309,376 (1993 $61,653) was $(4,941,798) (1993 - $245,415) with
a consolidated result of $(5,298,378) (1993 - no comparative).
4 Dividends
No dividend has been paid or declared since the previous year's report and
the Directors do not recommend the declaration of a dividend.
5 Review of Operations
Ogenic continues to increase penetration of the offshore broadcast market.
This trend is expected to continue and support strong growth in the coming
year.
A major product upgrade program has now been conducted placing Ogenic
product at the forefront of broadcast technology.
Ogenic has also enjoyed early sales of the newly developed ranges of
products for the general communications and court reporting industries.
Strong growth with a continued increase in profitability is forecast for
the coming year.
Page 1
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
DIRECTORS' REPORT (con't)
6 Likely Developments
A number of likely expansive developments are anticipated during the
current financial year and beyond. However, the directors believe that
disclosure of these likely developments may prejudice the interests of the
company.
7 Directors Benefits
The economic entity retains the services of Wojtowicz Kelly, Solicitors, a
firm in which a Director, G L Kelly, has a substantial interest.
Other than this, since the end of the previous financial year, no Director
of the company has received or become entitled to receive any benefit,
other than a benefit included in the aggregate amount of emoluments
received or due and receivable by the directors shown in the accounts, or
the fixed salary of a full time employee of the company or of a related
corporation by reason of a contract made by the company or a related
corporation with the Director or with a firm of which the Director is a
member or with a company in which the director has a substantial financial
interest.
8. Information on Directors
P N Nicholls
* Qualifications: B.Sc. (Comms Eng)
* Experience
With Ogenic Technologies Limited (previously PKE Limited) Managing Director
for 10 years.
Previous appointment - Engineering Manager for 3 years with Radio
Broadcasting Station STW9.
* Special responsibilities: Managing Director
* Shares held in company: Nil
C Papadopoulos
* Qualifications: B. Bus., A.C.A.
* Experience: Public Accountant for 9 years. Financial
controller Channel Nine Perth for 3 years. Company
Secretary of Marketforce Limited for 1 year and with
Ogenic Technologies Limited (previously PKE Limited)
for 2 years.
* Special responsibilities: Financial Controller and
Company Secretary.
* Shares held in the company: Nil
Page 2
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
DIRECTORS' REPORT (con't)
G L Kelly
* Qualifications : B.Juris L.L.B.
* Experience: Admitted to practice in the Supreme Court
of Western Austria in 1981 and was also admitted to
practice in the High Court of Australia. Partner in the
legal firm of Wojtowicz Kelly and has extensive
practice in the commercial and business law.
A D B Graham
* Qualifications: M.B.A. (L.S.U.), B.E. (Qld), B.App.Sc.
(Qld).
* Experience: 19 years experience as Chairman of listed
and unlisted companies, management experience in
diversification, marketing, production, engineering,
research and development and general management mid to
top management levels covering 40 years with small
companies and large multi nationals in Australia and
the U.S.A.
D F G Graham
* Qualification:
* Experience: Responsible for Eagle Aircraft
International's Australian and international marketing,
public relations and promotional activities. Director
on the Board for 6 years and on private company Boards
for 14 years.
Signed at Guildford this 20th day of October 94 in accordance with a resolution
of the Directors.
/s/.......................... .../s/............................
Director Director
Page 3
<PAGE>
5 CHARLES STREET
SOUTH PERTH WA 6151
TELEPHONE (09) 474 1444
FACSIMILE (09) 474 1267
PO BOX 493
SOUTH PERTH WA 6151
Byfields
CERTIFIED PRACTISING ACCOUNTANTS
(INCORPORATING BYFIELD BEAVIS & CO.)
INDEPENDENT AUDIT REPORT
To the members of Ogenic Technologies Pty Ltd
Scope
We have audited the financial statements of Ogenic Technologies Pty Ltd for the
financial year ended 30 June 1994 as set out on pages 5 to 22. The financial
statements include the consolidated accounts of the economic entity comprising
the company and the entities it controlled at the year's end or from time to
time during the financial year. The company's Directors are responsible for the
preparation and presentation of the financial statements and the information
they contain. We have conducted an independent audit of these financial
statements in order to express an opinion on them to the members of the company.
Our audit has been conducted in accordance with Australian Auditing Standards to
provide reasonable assurance as to whether the financial statements are free of
material misstatement. Our procedures included examination, on a test basis, of
evidence supporting the amounts and other disclosures in the financial
statements, and the evaluation of accounting policies and significant accounting
estimates. These procedures have been undertaken to form an opinion as to
whether, in all material respects, the financial statements are presented fairly
in accordance with Australian accounting standards and statutory requirements so
as to present a view which is consistent with our understanding of the company's
and the economic entity's financial position, the results of their operations
and their cash flows.
The audit opinion expressed in this report has been formed on the above basis.
Audit Opinion
In our opinion, the financial statements of Ogenic Technology Pty Ltd are
properly drawn up:
a so as to give a true and fair view of:
i the state of affairs as at 30 June 1994 and the loss and cash flows
for the financial year ended on that date of the company and the
economic entity; and
ii the other matters required by Division 4, 4A and 4B of Part 3.6 of the
Corporations Law to be dealt with in the financial statements;
b in accordance with the provisions of the Corporations Law; and
c in accordance with the applicable Accounting standards.
/s/ Byfields
Dated 17th November 1994 BYFIELDS
5 Charles Street
South Perth WA 6151 /s/ TC Davey
T C Davey
Page 4
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 1994
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1994 1993 1994
$ $ $
<S> <C> <C> <C> <C>
Operating revenue 2 2,163,085 3,628,835 2,342,574
Operating profit/(loss) before abnormal items 676 307,068 19,577
Abnormal items before income tax 3 (4,633,098) - (5,007,635)
Operating profit before income tax 4 (4,632,422) 307,068 (4,988,058)
Income tax expense/(benefit) attributed
to operating profit 5 (309,376) 61,653 (309,376)
Operating profit after income tax (4,941,798) 245,415 (5,297,434)
Operating profit relating to outside equity
interest - - 944
Operating profit for members of the Chief Entity (4,941,798) - (5,008,727)
Retained profits at the beginning of
the financial year 908,813 663,398 908,813
Retained Profits at the end of the
Financial Year (4,032,985) 908,813 (4,389,565)
</TABLE>
The accompanying Notes form an integral part of these accounts.
Page 5
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N. 008 792 783
BALANCE SHEET AS AT 30 JUNE 1994
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1994 1993 1994
$ $ $
CURRENT ASSETS
<S> <C> <C> <C> <C>
Cash 1,504,047 2,270 1,505,484
Receivables 6 354,217 1,271,025 403,426
Inventories 7 751,217 509,983 798,405
Other 10 7,675 11,495 15,038
TOTAL CURRENT ASSETS 2,617,156 1,794,773 2,722,353
NON CURRENT ASSETS
Receivable 6 485,312 494,476 104
Investments 8 100 4,290,435 99
Property, plant and equipment 9 1,326,195 1,010,026 1,350,652
Other 10 689,171 309,376 689,171
TOTAL NON CURRENT ASSETS 2,500,778 6,104,313 2,040,026
TOTAL ASSETS 5,117,934 7,899,086 4,762,379
CURRENT LIABILITIES
Creditors and borrowings 11 597,426 1,314,694 595,540
Provisions 12 135,099 128,920 156,778
Other 13 188,679 83,315 188,679
TOTAL CURRENT LIABILITIES 921,204 1,526,929 940,997
NON CURRENT LIABILITIES
Creditors and borrowings 11 3,848,223 1,081,852 3,848,223
TOTAL NON CURRENT LIABILITIES 3,848,223 1,081,852 3,848,223
TOTAL LIABILITIES 4,769,427 2,608,781 4,789,220
NET ASSETS 348,507 5,290,305 (26,841)
</TABLE>
The accompanying Notes form an integral part of these accounts.
Page 6
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N. 008 792 783
BALANCE SHEET AS AT 30 JUNE 1994
<TABLE>
<CAPTION>
Chief Entity Consolidated
Notes 1994 1993 1994
$ $ $
SHAREHOLDERS' EQUITY
<S> <C> <C> <C> <C>
Share capital 14 4,191,864 4,191,864 4,191,864
Reserves 15 189,628 189,628 189,628
Retained profits (4,032,985) 908,813 (4,389,565)
Shareholders equity attributable to
members of the chief equity 348,507 5,290,305 (8,073)
Outside equity interest in controlled entities 19 - - (18,768)
TOTAL SHAREHOLDERS' EQUITY/(DEFICIENCY
IN SHAREHOLDERS FUNDS) 348,507 5,290,305 (26,841)
</TABLE>
The accompanying Notes form an integral part of these accounts.
Page 7
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
STATEMENT OF CASH FLOW
<TABLE>
<CAPTION>
Note Chief Entity Consolidated
1994 1994
$ $
CASH FLOW FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Receipts from customers 3,024,993 3,231,417
Proceeds from sale non current asset 5,000 5,000
Payments received in advance 105,364 105,364
Other receipts 37,270 59,947
Payment to suppliers (2,392,617) (2,635,626)
NET CASH FLOW FROM OPERATING
ACTIVITIES 18(b) 780,010 766,105
CASH FLOW FROM INVESTING ACTIVITIES
Payment of leases (37,002) (37,002)
Payment for purchase of plant and equipment (208,583) (208,583)
Payment for research and development (689,171) (689,171)
Payment for write off of floating and
relocation expenses (324,821) (324,822)
NET CASH FLOW FROM INVESTING ACTIVITIES (1,259,577) (1,259,578)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from inter-company loan 3,014,223 3,025,843
Payment of bank loans (660,274) (660,274)
Payment of commercial bills (194,525) (194,525)
2,159,424 2,171,044
NET INCREASE IN CASH HELD 1,679,857 1,677,568
Cash at the beginning of the financial year 18(a) (175,809) (172,083)
Cash at the end of the financial year 18(a) 1,504,048 1,505,485
</TABLE>
The accompanying Notes form an integral part of these accounts.
Page 8
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1994
1 STATEMENT OF ACCOUNTING POLICIES
The financial statements have been prepared in accordance with applicable
accounting standards and the Corporations Law, including the disclosure
requirements of schedule 5 of the Corporations Regulations. The financial
statements have also been repaired on the basis of historical costs and do
not take into account changing money values or, except where stated,
current valuations of non current assets. Cost is based on the fair values
of the consideration given in exchange for assets. The accounting policies
have been consistently applied, unless otherwise stated.
The following is a summary of the significant accounting policies adopted
by the economic entity in the preparation of financial statements.
a) Principal of Consolidation
The consolidated accounts comprise the accounts of Ogenic Technologies
Pty Ltd and all of its controlled entities. A controlled entity is any
entity controlled by Ogenic Technologies Pty Ltd where the company has
the capacity to dominate the decision making. The controlled entities
are summarised in Note to the accounts.
All inter-company balances and transactions between entities in the
economic entity, including any unrealised profits or losses, have been
eliminated on consolidation. Where controlled entities have entered
the economic entity during the year, their operating results have been
included from the date control was obtained.
b) Goodwill on Consolidation
Goodwill on consolidation is initially recorded at the amount by which
the purchase price for a business or ownership interest in a
controlled entity exceeds the fair value attributed to its net assets
at the date of acquisition. The goodwill on consolidation of the only
controlled entity, Printed Circuit Technology Pty Ltd, has been
written off in the current year.
c) Non Current Investments
Investments are brought to account at cost or at Directors valuation.
The carrying amount of investments is reviewed annually by Directors
to ensure it is not in excess of the recoverable amount of these
investments. The recoverable amount is assessed from the investment
current market value or the underlying net assets in the particular
companies. The expected net cash flows from investments have not been
discounted to their present value in determining the recoverable
amounts.
Dividends are brought to account in the Profit & Loss Account when
received except for dividends from controlled entities which are
brought to account when they are proposed by the controlled entity.
d) Property, Plant and Equipment
Property, plant and equipment are brought to account at cost or at
independent or Directors valuation, less, where applicable, any
accumulated depreciation or amortisation. The carrying amount of
property, plant and equipment is reviewed annually by Directors to
ensure it is not in excess of the recoverable amount for these assets.
The recoverable amount is assessed on the basis of the expected net
cash flow which will be received from the assets employed and
subsequent disposal. The expected net cash flows have not been
discounted to their present values in determining recoverable amounts.
The depreciable amount of all fixed assets including buildings and
capitalised lease assets, but excluding freehold land, is depreciated
over their useful lives commencing from the time the asset is held
ready for use.
Page 9
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1994
1 STATEMENT OF ACCOUNTING POLICIES (cont)
The gain or loss on disposal of all fixed assets, including re-valued
assets, is determined as the difference between the carrying amount of
the asset at the time of disposal and the proceeds of disposal, and is
included in operating profit before income tax of the economic entity
in the year of disposal. Any realised revaluation increment relating
to the disposed asset which is included in the asset revaluation
reserve is transferred to the asset realisation reserve.
e) Income Tax
The economic entity adopts a liability method of tax effect accounting
whereby the income tax expense shown in the Profit & Loss Account is
based on the operating profit before income tax adjusted for any
permanent differences.
Timing differences which arise due to the different accounting periods
in which items of revenue and expense are included in the
determination of operating profit before income tax and taxable income
are brought to account either as provision for deferred income tax or
an asset described as future income tax benefit at the rate of income
tax applicable to the period in which the benefit will be received or
the liability will become payable.
Future income tax benefits are not brought to account unless
realisation of the asset is assured beyond any reasonable doubt.
Future income tax benefits in relation to tax losses are not brought
to account unless there is virtual certainty of realisation of the
benefit. The amount of benefits brought to account or which may be
realised in the future is based on the assumption that no adverse
change will occur in income tax legislation and the anticipation that
the economic entity will derive sufficient future assessable income
and comply with the conditions of deductibility imposed by the Law to
permit a future income tax benefit to be claimed.
f) Inventories
With the exception of contracts in progress (note 1 f) all inventories
are valued at the lower of cost and net realisable value. The cost of
manufactured products includes direct materials, direct labour and an
appropriate portion of variable and fixed overheads. Overheads are
applied on the basis of normal operating capacity. Costs are assigned
on the basis of weighted average.
g) Construction Contracts
All construction contracts which are on a fixed price basis are
accounted for on the basis that profit is recognised in proportion to
the progress of each contract when the following conditions are
satisfied.
- Total contract revenues to be received can be reliably estimated.
- The costs to complete the contract can be reliably estimated.
- The stage of contract completion can be reliably determined and
is at least 30% of the total contract; and
- The costs attributable to the contract to date can be clearly
identified and can be compared with prior estimates.
h) Foreign Currency
Foreign currency transactions are translated into Australian currency
at the rate of exchange at the date of the transaction. At balance
date amounts payable to an by the company in foreign currencies have
been translated to Australian currency at rates of exchange current at
balance date. Exchange differences relating to short term monetary
items and long term monetary items of an indeterminate life are
brought to account in the Profit & Loss Account when they arise.
Page 10
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1994
1 STATEMENT OF ACCOUNTING POLICIES (cont)
i) Operating Revenue
Sales revenue represents revenue earned from the sale of the group's
products, net of returns, trade allowances and duties and taxes paid.
Other revenue includes interest income, proceeds from disposal of non
current assets and insurance recoveries.
j) Receivables
A provision is raised for any doubtful debts based on a review of all
outstanding amounts at year end. Bad debts are written off during the
period in which they are identified.
k) Comparative Figures
Where necessary, comparative figures have been adjusted to conform
with changes in presentation in the current year. This is the first
period of consolidated accounts and no comparatives are therefore
provided.
l) Change in Accounting Policy
i It was resolved by the Board of Directors to write off the
$4.1 million investment in the Technology Trust. The effect
is an abnormal charge against current year operating loss of
$4.1 million.
ii During the year the accounting treatment of research and
development changed. In previous years, the research and
development charge was expensed fully in the year it was
incurred.
The new policy is to capitalise the research and
development, then amortise over 5 years.
If this policy had been adopted prior to the year ended 30
June 1989, the following research and development charges
would have been capitalised and amortised to leave a written
down value as follows:
Initial expenditure Written down value
1 July 1993
$ $
1989 599,930 119,986
1990 442,859 177,144
1991 352,079 211,247
1992 311,568 249,254
1993 322,652 322,652
2,029,088 1,080,283
The application of the adopted accounting policy would give a charge
against 1994 profit and loss of $405,818. After capitalising current year
research and development costs of $660,795 this would have resulted in a
written down value of $1,355,260 at 30 June 1994.
Page 11
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1994
1 STATEMENT OF ACCOUNTING POLICIES (cont)
The effect on following years profit and loss if the policy had been
adopted in a year prior to 30 June 1989 would have been amortisation
charges as follows:
$
1994 405,818
1995 285,832
1996 197,260
1997 126,844
1998 64,530
1,080,284
iii) The Board of Directors believe this disclosure is more in line with
generally accepted accounting standards and more compatible for
consolidation with its controlling entity.
<TABLE>
<CAPTION>
Chief Entity Consolidated
1994 1993 1994
$ $ $
2 OPERATING REVENUE
<S> <C> <C> <C>
Sales Revenue 1,912,232 3,289,975 2,078,336
Other Revenue
Insurance recovery 4,979 5,806 4,979
Interest received 25,585 59,609 14,350
Proceeds on disposal of non
current assets 5,000 24,536 5,000
Customs Bounty 209,726 217,851 234,346
Recovery of export market
development expenses - - -
Other 5,563 31,058 5,563
250,853 338,860 264,238
2,163,085 3,628,835 2,342,574
3 ABNORMAL ITEMS
Expense:
a) Write off of investments 4,308,451 - 4,308,451
b) Write off goodwill on
consolidation - - 374,537
c) Write off float costs 179,283 - 179,283
d) Write off relocation expenses 145,364 - 145,364
4,633,098 - 5,007,635
</TABLE>
Page 12
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1994
<TABLE>
<CAPTION>
Chief Entity Consolidated
1994 1993 1994
$ $ $
4 OPERATING PROFIT/(LOSS)
(i) Operating profit/(loss) before income tax
has been determined after
Charging as expense:
<S> <C> <C> <C>
Amortisation of furniture and fittings 2,670 2,670 2,670
Auditors remuneration
Amounts received, or due and receivable,
by the auditors for;
Auditing the accounts 5,450 6,500 5,450
Other services - 850 -
Provision for employee entitlements 6,167 (22,849) 6,167
Depreciation:
Plant and equipment 6,076 12,411 6,076
Furniture and fittings 6,874 44,671 6,874
Motor vehicles 21,250 25,710 21,250
Buildings 8,462 - 8,462
Interest attributable to:
Related corporations 31,985 - 31,985
Other persons 116,861 113,512 116,861
Finance charges relating to finance lease 1,773 2,063 1,773
Research and development expenses - 322,652 -
Bad debts - - -
Crediting:
Interest attributable to:
Related corporations 25,585 49,644 14,350
Other persons - 9,965 -
Profit on disposal of non current assets 5,000 11,894 5,000
Recover of export development expenditure - - -
(ii)Directors Remuneration
Income received or due and receivable from
the company 238,284 243,664 238,284
The number of holding company Directors and former company
Directors included in these figures are shown
below in their relevant income bands: Number Number Number
$20,000 to $29,999 - 1 -
$40,000 to $49,999 1 - 1
$60,000 to $69,999 - 1 -
$70,000 to $79,999 - 1 -
$80,000 to $89,999 1 1 1
$110,000 to $119,999 1 - 1
</TABLE>
Page 13
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1994
<TABLE>
<CAPTION>
Chief Entity Consolidated
1994 1993 1994
$ $ $
5 INCOME TAX
a) Prima Facie Tax Payable
The amount of income tax attributable to the financial year differs
from the amount prima facie payable on the operating profit. The
differences are reconciled as follows:
<S> <C> <C> <C>
Operating profit (loss) before tax (4,632,422) 307,068 4,988,058
Prima facie income tax at 33%(1993 39%) (1,528,699) 119,757 (1,646,059)
Tax effect of permanent differences:
Scientific research and development incentive (130,520) (129,615) (130,520)
Other non deductible expenditure 21,601 15,260 21,601
Abnormal items - adjustment to future income
tax benefit after change company tax rate
to 33%
- write off of investments 1,421,789 - 1,539,149
- relocation expenses 46,924 - 46,924
- float costs 31,974 - 31,974
Income tax expense/(benefit) attribute
to operating profit (136,931) 61,653 (136,931)
Less Future income tax benefits
- not brought to account 136,931 - 136,931
- reversal of prior years 309,376 - 309,376
Income Tax Expense 309,376 61,653 309,376
b) Future income tax benefits not brought to account
Future income tax benefits have not been brought to account and prior
year balances reversed because the conditions set out in Note 1(e)
have not been met.
As at year end the following benefits have not been brought to
account:
Timing 37,058 - 43,727
Tax losses 409,249 - 526,513
446,307 - 570,240
</TABLE>
Page 14
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1994
<TABLE>
<CAPTION>
Chief Entity Consolidated
1994 1993 1994
$ $ $
6 RECEIVABLES
Current
<S> <C> <C> <C>
Trade debtors 74,901 1,200,292 147,270
Less provision for doubtful debts (13,300) 1,330 (13,300)
61,601 1,186,992 133,971
Other debtors 292,616 84,033 269,455
354,217 1,271,025 403,426
Non Current
Loans to subsidiary companies 496,633 10,750 11,425
Loans to other related corporations (11,321) 483,726 (11,321)
485,312 494,476 104
7 INVENTORIES
Current (at cost) 434,614 248,872 442,671
Raw materials 273,199 168,309 294,486
Finished goods 43,404 92,802 61,248
751,217 509,983 798,405
8 INVESTMENTS
Non current
Unlisted securities
Shares in subsidiary companies - at cost (note a) 100 100 99
Shares in associated company - at cost (note b) - 190,335 -
Other related entity - at 1993 directors valuation - 4,100,000 -
100 4,290,435 99
</TABLE>
The other related entity is PKE Technology Trust, The Trust is the owner of the
technology employed in the business. The investment was re-valued in 1993 based
on the revenue earning potential of the technology by the directors.
Page 15
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1994
8 INVESTMENTS
a) Subsidiary Companies
The shares in subsidiary companies are as follows:
<TABLE>
<CAPTION>
Book Value % of Shares Results for
of Investment Held the year
1994 1993 1994 1993 1994 1993
$ $ $ $ $ $
<S> <C> <C> <C> <C> <C> <C>
Printed Circuit Technology Pty Ltd 1 - 95 - - -
==== ====
</TABLE>
b) Associated Companies
<TABLE>
<CAPTION>
Book Value % of Shares Results for
of Investment Held the year
1994 1993 1994 1993 1994 1993
$ $ $ $ $ $
Safe Sharps Pty Ltd
<S> <C> <C> <C> <C> <C> <C>
- Australia - 190,335 21.3 21.3 - (11,842)
===== ===== ===== ===== ===== =====
</TABLE>
The investment was acquired on 11 May 1992 when 13,410 fully paid
ordinary shares in Safe Sharps Pty Ltd was accepted by the company in
full satisfaction of an amount due of $190,334.80. Safe Sharps Pty Ltd
was not audited at 30 June 1993. Unaudited results for the year to 30
June 1993 are an operating loss of $11,842 and net assets of $119,983.
Safe Sharps was a dormant company during the 1994 year and the
investment has been written down to Nil in the current period.
<TABLE>
<CAPTION>
Chief Entity Consolidated
1994 1993 1994
$ $ $
9 PROPERTY, PLANT AND EQUIPMENT
<S> <C> <C> <C>
Land at Directors valuation* 570,000 570,000 570,000
------------ ------------ ------------
570,000 570,000 570,000
------------ ------------ ------------
Buildings and improvements - at cost 359,352 236,200 359,352
Less accumulated depreciation 8,462 - 8,462
------------ ------------ ------------
350,890 236,200 350,890
------------ ------------ ------------
</TABLE>
Page 16
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1994
<TABLE>
<CAPTION>
Chief Entity Consolidated
1994 1993 1994
$ $ $
9 PROPERTY, PLANT AND EQUIPMENT
<S> <C> <C> <C>
Plant and equipment - at cost 200,591 196,961 238,221
Less accumulated depreciation (166,637) 162,092 (179,810)
------------ ------------ --------
33,954 34,869 58,411
------------ ------------ --------
Furniture and equipment - at co 407,231 368,324 407,231
Less accumulated depreciation 320,686 282,915 320,686
------------ ------------ --------
86,545 85,409 86,545
------------ ------------ --------
Demonstration equipment 225,178 - 225,178
------------ ------------ --------
225,178 - 225,178
------------ ------------ --------
</TABLE>
* The Directors re-valued the land based on the assessment of current
market values of the land. The valuation was based on an independent
valuation performed by Mr B H A Markham A.V.L.E. Licensed Valuer.
<TABLE>
<S> <C> <C> <C>
Motor vehicles at cost 155,984 173,597 155,984
Less accumulated depreciation 98,918 95,281 98,918
------------ ------------ ----------
57,066 78,316 57,066
------------ ------------ ----------
1,323,633 1,004,794 1,348,090
------------ ------------ ----------
Furniture and fittings - under
lease 28,191 28,191 28,191
Less accumulated amortisation 25,629 22,959 25,629
---------- ---------- --------
2,562 5,232 2,562
---------- ---------- --------
Total Property, Plant and
Equipment 1,326,195 1,010,026 1,350,652
======= ======= =======
</TABLE>
Page 17
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1994
<TABLE>
<CAPTION>
Chief Entity Consolidated
1994 1993 1994
$ $ $
10 OTHER ASSETS
Current
<S> <C> <C> <C>
Prepayments 7,675 11,495 15,038
======= ======= =======
Non current
Future income tax benefits relating to:
Timing differences - 40,186 -
Prior year losses - 269,190 -
Research and development - at cost 689,171 - 689,171
Provision for amortisation - - -
------------ ------------ ------------
689,171 309,376 689,171
======= ======= =======
</TABLE>
11 CREDITORS AND BORROWINGS
<TABLE>
<CAPTION>
Current
(Unsecured)
<S> <C> <C> <C>
Trade creditors 252,027 266,769 248,192
Other accrued liabilities 277,325 317,785 279,274
------------ ------------ ------------
529,352 584,554 527,466
------------ ------------ ------------
(Secured)
Bank overdraft - 178,079 -
Bank loans* - 482,195 -
Hire purchase creditors** 62,633 67,557 62,633
Lease creditors (Note 16)** 5,441 2,309 5,441
------------ ------------ ------------
68,074 730,140 68,074
------------ ------------ ------------
597,426 1,314,694 595,540
======= ======= =======
Non Current
(Unsecured)
Other loans 15,000 15,000 15,000
Related company loans** 3,319,736 323,630 3,319,736
------------ ------------ ------------
3,334,736 338,630 3,334,736
------------ ------------ ------------
</TABLE>
Page 18
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1994
<TABLE>
<CAPTION>
Chief Entity Consolidated
1994 1993 1994
$ $ $
11 CREDITORS AND BORROWINGS
(Secured)
<S> <C> <C> <C>
Bank loans and commercial bills* 500,000 694,525 500,000
Hire purchase creditors 13,588 46,152 13,588
Lease creditors (Note 16)** (101) 2,545 (101)
------------ ------------ ------------
513,487 743,222 513,487
------------ ------------ ------------
3,848,223 1,081,852 3,848,223
======= ======= =======
</TABLE>
* The bank has a registered mortgage debenture over the assets of the
company as security for:
a)overdraft facility
b)loan facility - to purchase land and building
c)commercial bills - to purchase land and building
d)performance bond of $53,000
** Lease liabilities are secured over leased assets and hire purchase
creditors are secured over hire purchase assets.
*** A loan from a related party of the company is secured by a second
mortgage debenture over the assets of the company. Funds have been
lent by company Directors at current commercial rates.
<TABLE>
<CAPTION>
Chief Entity Consolidated
1994 1993 1994
$ $ $
12 PROVISIONS
<S> <C> <C> <C>
Employee entitlements 135,087 128,920 156,778
======= ======= =======
13 OTHER LIABILITIES
Current
Advances on account of
construction work in
progress 188,679 83,315 188,679
======= ======= =======
</TABLE>
Page 19
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1994
<TABLE>
<CAPTION>
Chief Entity Consolidated
1994 1993 1994
$ $ $
14 SHARE CAPITAL
Authorised share capital
<S> <C> <C> <C>
90,000,000 ordinary shares of 50c each 45,000,000 45,000,000 45,000,000
10,000,000 non cumulated, non voting
convertible, redeemable preference shares
of 50c each 5,000,000 5,000,000 5,000,000
------------ ------------ ------------
50,000,000 50,000,000 50,000,000
======= ======= =======
Issued share capital
8,383,727 ordinary shares of 50c each
fully paid 4,191,864 4,191,864 4,191,864
======= ======= =======
</TABLE>
15 RESERVES
<TABLE>
<CAPTION>
Capital reserve arising on the early redemption
<S> <C> <C> <C>
of a loan 119,628 119,628 119,628
Asset revaluation reserve 70,000 70,000 70,000
------------ ------------ ------------
189,628 189,628 189,628
======= ======= =======
Movements during the year
Asset re-valuation
Revaluation increment on land - 70,000 -
======= ======= =======
</TABLE>
16 FINANCE LEASE COMMITMENTS
Finance lease commitments contracted for at balance sheet date but not
provided for in the accounts are as follows:
<TABLE>
<S> <C> <C> <C>
a) not later than 1 year 4,934 4,934 4,934
b) later than 1 year and not later than 2 years 503 4,934 503
c) later than 2 years and not later than 5 years - 503 -
--------- ---------- ------------
5,437 10,371 5,437
Less unexpired finance charges 97 5,517 97
--------- ---------- ------------
5,340 4,854 5,340
======= ======= =======
</TABLE>
Page 20
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1994
<TABLE>
<CAPTION>
Chief Entity Consolidated
1994 1993 1994
$ $ $
16 FINANCE LEASE COMMITMENTS (cont)
Represented by:
<S> <C> <C> <C>
Current liability 5,441 2,309 5,441
Non current liability (101) 2,545 (101)
------------ ------------ ------------
5,340 4,854 5,340
======= ======= =======
</TABLE>
17 CONTINGENT LIABILITIES
A dispute has arisen between a supplier and the company concerning non
payment of an account of $39,954. A counter claim by the company has been
lodged against the supplier for the supply of a non merchantilable product
for damages amounting to $65,780. This claim will be strongly pursued.
The company has guaranteed to indemnify a bank facility of $150,000 on
behalf of a controlled company. The company has cross indemnified Ogenic
Technologies Limited.
18 CASH FLOW NOTES
No comparatives of cash flows have been provided as the entity was a Non
Reporting Entity in the prior year and has not prepared a Statement of Cash
Flows in the special purpose reports produced in that year.
<TABLE>
<CAPTION>
Chief Entity Consolidated
1994 1993 1994 1993
$ $ $ $
a) Reconciliation of Cash
<S> <C> <C> <C> <C>
Cash 1,504,048 2,270 1,505,435 5,916
Bank overdraft - (178,079) - (178,079)
----------- ---------- --------- ---------
1,504,048 (175,809) 1,505,485 (172,083)
======= ======= ======= =======
</TABLE>
b) Reconciliation of Net Cash provided by Operating Activities to
Operating Profit after income tax
<TABLE>
<CAPTION>
Chief Entity Consolidated
$ $
<S> <C> <C>
Operating profit (loss) after tax (4,941,798) 5,297,434
Loss foreign exchange 12,610 12,610
Depreciation 41,214 44,130
Amortisation 2,670 2,670
Non cash write off 4,631,382 5,005,283
Gain sale of asset (5,000) (5,000)
Decrease trade debtors 1,125,391 1,112,378
</TABLE>
Page 21
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1994
<TABLE>
<CAPTION>
Chief Entity Consolidated
$ $
18 CASH FLOW NOTES (cont)
<S> <C> <C>
Increase in inventories (241,234) (249,442)
Increase in other receivables (208,583) (208,583)
Decrease in creditors (14,742) (26,346)
Decrease other accruals (40,460) (42,245)
Decrease in prepaid expenses 3,820 3,341
Increase in advances (creditors) 105,364 105,364
Reversal of future income tax benefits 309,376 309,376
----------- ----------
Net cash flow from operating activities 780,010 766,102
====== ======
</TABLE>
19 OUTSIDE EQUITY INTEREST
Outside equity interest comprises:
<TABLE>
<S> <C> <C>
Share capital - 10
Retained profits (accumulated losses) - (18,778)
---------- ----------
Total - 18,768
====== ======
</TABLE>
<TABLE>
<CAPTION>
Chief Entity Consolidated
1994 1993 1994
$ $ $
20 RELATED PARTY TRANSACTION
i) Director related entities
<S> <C> <C> <C>
Payment to the legal firm of Wojtowicz Kelly
relating to float cost 48,994 - 48,994
Other legal costs 12,650 - 12,650
G L Kelly as a partner of Wojtowicz Kelly ---------- ---------- ----------
61,644 - 61,644
====== ====== ======
</TABLE>
Page 22
<PAGE>
OGENIC TECHNOLOGIES PTY LTD
A.C.N. 008 792 783
STATEMENT BY DIRECTORS
The Directors have determined that the company is a reporting entity as defined
in Statement of Accounting concepts 1: Definition of the Reporting Entity.
In accordance with a resolution of the Directors of Ogenic Technologies Limited,
in the opinion of the Directors:
1 a) The accompanying Profit and Loss Account and Cash Flow Statement gives a
true and fair view of the company's profit for the financial year; and
b) The accompanying Balance Sheet gives a true and fair view of the
company's state of affairs as at the end of the financial year.
2 At the date of this statement, there are reasonable grounds to believe that
the company will be able to pay its debts as and when they fall due.
For and on behalf of the Board.
Dated at South Guildford this 20th day of October 94
../s/...........................................
Director
../s/...........................................
Director
Page 23
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 1993
1
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
DIRECTORS' REPORT
In respect of the financial year ended 30 June 1993 the Directors of PKE (Non
Reporting) Limited submit the following report made out in accordance with a
resolution of the Directors.
1. Directors
The following persons hold office as Directors at the date of this report:
P N Nicholls (Chairman)
P A Kirkebjerg
C Papadopoulos
D K Nicholls (Alternate for P Nicholls)
M C McIntyre resigned on 22 October 1992. J M G Hansen resigned on 15
October 1992. C Papadopoulos was appointed on 22 October 1992.
2. Principal Activities
The principal activities of the company during the year were the
manufacture of electronic broadcasting equipment and precision sheet metal
products.
3. Trading Results
The operating profit for the year after allowing for an income tax expense
of $61653 (benefit of $46337 - 1992) was $245415 ($283589 - 1992).
4. Dividends
No dividend has been paid or declared since the previous year's report and
the Directors do not recommend the declaration of a dividend.
5. Review of Operations
PKE continues to increase penetration of the offshore broadcast market.
This trend is expected to continue and support strong growth in the coming
year.
A major product upgrade program has now been concluded placing PKE product
at the forefront of broadcast technology.
PKE has also enjoyed early sales of the newly developed ranges of products
for the general communications and court reporting industries.
Strong growth with a continued increase in profitability is forecast for
the coming year.
2
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
DIRECTORS' REPORT (cont)
6. Likely Developments
A number of likely expansive developments are anticipated during the
current financial year and beyond. However, the Directors believe that
disclosure of these likely developments may prejudice the interests of the
company.
7. Directors Benefits
Since the end of the previous financial year, no Director of the company
has received or became entitled to receive any benefit, other than a
benefit included in the aggregate amount of emoluments received or due and
receivable by the Directors shown in the accounts, or fixed salary of a
full time employee of the company or a related corporation by reason of a
contract made by the company or of a related corporation with the Director
or with a firm of which the Director is a member or with a company in which
the Director has a substantial financial interest.
8. Information on Directors
P N Nicholls
* Qualifications: B. Sc. (Comms Eng)
* Experience
With PKE (Non Reporting) limited Managing Director for 10 years
Previous appointment - Engineering Manager for 3 years with Radio
Broadcasting Station STW9.
* Special responsibilities: Managing Director
* Shares held in company: One
P N Nicholls has an indirect interest in 5840734 ordinary shares of
the company. The particulars of Directors' interests in shares are as
at the date of this Director's Report.
3
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
DIRECTORS' REPORT (cont)
P A Kirkebjerg
* Experience - with PKE (Non-Reporting) Limited. Executive Director for
17 years.
* Special responsibilities: Director of Engineering
* Shares held in the Company: 2095931 ordinary shares.
C Papadopoulos
* Qualifications: B. Bus., A.C.A..
* Experience: Public Accountant for 9 years. Financial Controller
Channel Nine Perth for 3 years. Company Secretary of Marketforce
Limited for 1 years and with PKE (Non-Reporting) Limited for 2 years.
* Special responsibilities: Financial Controller and Company Secretary.
* Shares held in the company: Nil
D K Nicholls
* Experience - Alternate Director for 4 years.
* Special responsibilities: Alternate Director for P N Nicholls.
Signed at South Guildford this day of December 1993 in accordance with a
resolution of the Directors.
/s/ /s/
P N NICHOLLS - Director P A KIRKEBJERG - Director
4
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 1993
<TABLE>
<CAPTION>
NOTES 1993 1992
$ $
<S> <C> <C> <C>
Operating Revenue 2 3628835 3360955
======= =======
Operating profit/(loss)
before abnormal items 307068 (426529)
Abnormal items before income tax 3 - 663781
-------- --------
Operating profit before income tax 4 307068 237252
Income tax expense/(benefit)
attributable to operating profit 5 61653 (46337)
-------- --------
Operating profit after income tax 245415 283589
Retained Profits at the beginning
of the financial year 663398 379809
-------- --------
Retained Profits at the end of the
financial year 908813 663398
======= =======
</TABLE>
The accompanying Notes form an integral part of these accounts.
5
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
BALANCE SHEET AS AT 30 JUNE 1993
<TABLE>
<CAPTION>
NOTES 1993 1992
$ $
CURRENT ASSETS
<S> <C> <C> <C>
Cash 2270 3412
Receivables 6 1271025 654177
Inventories 7 509983 472853
Other 10 11495 11650
-------- --------
TOTAL CURRENT ASSETS 1794773 1142092
-------- --------
NON-CURRENT ASSETS
Receivables 6 494476 425867
Investments 8 4290435 4290435
Property, plant & equipment 9 1010026 246953
Other 10 309376 371029
-------- --------
TOTAL NON-CURRENT ASSETS 6104313 5334284
-------- --------
TOTAL ASSETS 7899086 6476376
-------- --------
CURRENT LIABILITIES
Creditors & borrowings 11 1314694 787889
Provisions 12 128920 151769
Other 13 83315 132953
-------- --------
TOTAL CURRENT LIABILITIES 1526929 1072611
-------- --------
</TABLE>
6
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
BALANCE SHEET AS AT 30 JUNE 1993 (cont)
<TABLE>
<CAPTION>
NOTES 1993 1992
$ $
NON-CURRENT LIABILITIES
<S> <C> <C> <C>
Creditors & borrowings 11 1081852 428875
-------- --------
TOTAL NON-CURRENT LIABILITIES 1081852 428875
--------- --------
TOTAL LIABILITIES 2608781 1501486
--------- --------
NET ASSETS 5290305 4974890
======== =======
SHAREHOLDERS' EQUITY
Share capital 14 4191864 4191864
Reserves 15 189628 119628
Retained Profits 908813 663398
-------- --------
TOTAL SHAREHOLDERS' EQUITY 5290305 4974890
======= =======
</TABLE>
The accompanying Notes form an integral part of these accounts.
7
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In order to assist in the understand of the figures presented in the
accounts, the following summary explains the significant accounting
policies that have been adopted in the preparation of accounts. Unless
otherwise stated, such accounting policies are consistent with those used
in the previous year.
a) Basis of accounting
This is not a general purpose report. These financial statements are a
special purpose financial report prepared in order to satisfy the accounts
preparation requirements of the Corporations Law. The directors have
determined that the company is not a reporting entity as defined in
Statement of Accounting Concepts 1: Definition of the Reporting Entity, and
therefore this is no requirement to apply accounting concepts or standards
in the preparation and presentation of these statements.
The statements have been prepared in accordance with the requirements of
the Corporations Law, including Schedule 5, and the following accounting
standards.
AASB 1001: Accounting Policies - Disclosure
AASB 1002: Events Occurring After Balance Date
AASB 1008: Accounting for Leases
AASB 1018: Profit and Loss Accounts
AASB 1019: Measurement and Presentation of Inventories in the
Context of the Historical Cost System
AASB 1020: Accounting for Income Tax (Tax Effect Accounting)
AASB 1021: Depreciation of Non-Current Assets
AASB 1025: Application of the Reporting Entity Concept and
Other Amendments
No other statements of accounting concepts or accounting standards have
been applied.
The statements are prepared on an accrual basis from the records of the
company. They are based on historic costs and do not take into account
changing money values or, except where specifically stated, current values
of non-current assets.
8
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont)
b) Income Tax
Tax effect accounting procedures are followed whereby the income tax
expense in the profit and loss account is matched with the accounting
profit and loss (after allowing for permanent differences). Income tax on
net cumulative timing differences is set aside to the deferred income tax
and future tax benefit accounts at current rates.
c) Employee Benefits
The amounts expected to be paid to employees for their pro-rata
entitlements to long service, annual and sick leave are accrued annually at
current pay rates having regard to the experience of employees and period
of service.
d) Depreciation and Amortisation
Depreciation, calculated on the diminishing value and straight line
methods, is brought to account over the estimated remaining economic lives
of all fixed assets. Profits and losses on disposal of fixed assets are
brought to account in the determination of the operating results for the
year.
e) Inventories
With the exception of contracts in progress (Note 1(i), all inventories are
valued at the lower of cost and net realisable value. Cost includes direct
materials, direct labour and an appropriate proportion of variable and
fixed factory overhead expenditure, the latter being allocated on the basis
of normal operating capacity. Costs are assigned to individual items of
stock mainly on the basis of weighted average costs.
f) Leased Assets
A distinction is made between finance leases, which effectively transfer
from the lessor to the lessee substantially all the risks and benefits
incidental to ownership of the leased property, and operating leases, under
which the lessor effectively retains all such risks and benefits.
9
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont)
f) Leased Assets (cont)
Where non-current assets are acqired by means of finance leases, the
present value on minimum lease payments is recognised as a non-current
asset at the beginning of the lease term and amortised liability is also
established and each lease payment is allocated between such liability and
interest expense. Operating lease payments are charged to the profit and
loss account in the periods in which they are incurred.
g) Investments
The company's interest in other companies and other entities including
subsidiaries, are shown at cost and Directors valuation. Dividend income is
recognised when received.
The carrying value of investments is annually reviewed by the Directors. If
considered appropriate, a provision for the diminution in the value of
investments is created.
h) Expenditure Carried Forward
Research and development costs are charged as an expense as incurred.
i) Construction Contracts
With respect to construction contracts (all of which are on a fixed price
basis), profit to be recognised is determined in proportion to the progress
of each contract when the following conditions are satisfied:
- total contract revenues to be received can be reliably estimated;
- the costs to complete the contract can be reliably estimated;
- the stage of contract complete can be reliably determined and is at
least 30% of the total contract; and
- the costs attributable to the contract to date can be clearly
identified and can be compared with prior estimates.
10
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont)
j) Foreign Currency
Foreign currency transactions are translated into Australian currency at
the rate of exchange at the date of the transaction. At balance date
amounts payable to and by the company in foreign currencies have been
translated to Australian currency at rates of exchange current at balance
date. Exchange difference relating to short term monetary items and long
term monetary items of an indeterminate life are brought to account in the
profit and loss account when they arise.
k) Operating Revenue
Sales revenue represents revenue earned from the sale of the group's
products, net of returns, trade allowances and duties and taxes paid. Other
revenue includes interest income, proceeds from disposal of non-current
assets and insurance recoveries.
l) Receivables
A provision is raised for any doubtful debts based on a review of all
outstanding amounts at year end. Bad debts are written off during the
period in which they are identified.
m) Comparative Figures
Where necessary, comparative figures have been adjusted to confirm with
changes in presentation in the current year.
11
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
2. OPERATING REVENUE
1993 1992
$ $
Sales Revenue 3289975 3024438
--------- ---------
Other Revenue
Insurance Recovery 5806 15518
Interest Received 59609 84552
Proceeds on disposal of
non-current assets 24536 79140
Distribution received from
PKE Technology Trust - -
Customs Bounty 217851 121823
Recovery of export market
development expenses - 35484
Other 31058 -
--------- ---------
338860 336517
--------- ---------
3628835 3360955
======== ========
3. ABNORMAL ITEMS
Income:
a) Licence fee on sale of
technology - *400000
b) Debt forgiven by company
Director and related
corporation - **263781
--------- ---------
- 663781
======== ========
12
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
3. ABNORMAL ITEMS (cont)
* In the prior year, an employee of the company invented a specific
patented product. On 29 June 1992 all rights, title and interest in
the invention were assigned by the employee to the company. The
related party wished to manufacture and market the product and in
consideration for this agreed to pay the company a licence fee of
$400000 for the exclusive licence to manufacture, distribute and
market the product throughout the world. The company then entered into
an agreement to manufacture the product for a commercial
consideration.
** In the prior year, on 29 June 1992, in consideration of the goodwill,
rights to overseas contracts and business name Project Management
Services two loans of $200000 and $63781 due by the company to a
Director and his private company respectively were forgiven. Project
Management Services was an insignificant division of the company. As
part of this transaction two shareholders of the company received an
interest in the Directors private company.
13
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
1993 1992
$ $
4. OPERATING PROFIT/(LOSS)
(i) Operating profit/(loss) before
income tax has been determined after:
Charging as expense:
Amortisation of furniture & fittings 2670 5585
Auditors remuneration Amounts received, or due and receivable, by the
auditors for:
Auditing the accounts 6500 10057
Other services 850 1500
Provision for employee entitlements (22849) 10083
Depreciation:
Plant & equipment 12411 18228
Furniture & fittings 44671 48374
Motor vehicles 25710 26696
Interest attributable to:
related corporations - 2272
other persons 113512 123507
Finance charges relating to finance
lease 2063 1493
Research & development expenses 322652 311568
Bad Debts - 87027
Crediting:
Interest attributable to:
related corporations 49644 72983
other persons 9965 11569
Profit on disposal of non-current
assets 11894 63990
Recovery of export development
expenditure - 35484
(ii) Directors remuneration
Income received or due and
receivable from the company 243664 208570
======= =======
14
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
1993 1992
$ $
4. OPERATING PROFIT/(LOSS) (cont)
(ii) Directors remuneration (cont)
The number of holding company Directors
and former company Directors included in
these figures are shown below in their 1993 1992
relevant income bands: Number Number
$ 0 to $ 9,999 - 1
$ 20,000 to $29,999 1 -
$ 30,000 to $39,999 - 1
$ 60,000 to $69,999 1 -
$70,000 to $79,999 1 1
$80,000 to $89,999 1 1
======= =======
5. INCOME TAX
1993 1992
The amount of income tax attributable to $ $
the financial year differs from the amount
prima facie payable on the operating profit.
The differences are reconciled as follows:
Operating profit before tax 307068 237252
======= =======
Prima facie income tax at 39% 119757 92528
Tax effect of permanent differences:
Scientific research and development
incentive (129615) (152320)
Other non-deductible expenditure 15260 13455
Abnormal item - adjustment to future
income tax benefit after change in
company tax rate to 33% 56251 -
-------- --------
Income tax expense/(benefit)
attributable to operating profit 61653 (46337)
======= =======
Comprising:
Future income tax benefit 61653 (46337)
======= =======
15
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
1993 1992
$ $
6. RECEIVABLES
Current
Trade Debtors 1200292 141103
Less provision for doubtful debts 13300 13300
-------- --------
1186992 127803
Other debtors 84033 526374
-------- --------
1271025 654177
======= =======
Non-current
Loans to subsidiary companies 10750 10750
Loans to other related corporations 483726 415117
-------- --------
7. INVENTORIES 494476 425867
======= =======
Current (at cost)
Raw materials 258872 234074
Work in progress 158309 96634
Finished goods 92802 142145
-------- --------
509983 472853
======= =======
8. INVESTMENTS
Non-current
Unlisted securities
Shares in subsidiary companies
- at cost (Note a) 100 100
Shares in associated company
- at cost (Note b) 190335 190335
Other related entity - at 1993 directors
valuation 4100000 4100000
-------- --------
4290435 4290435
======= =======
16
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
The other related entity is PKE Technology Trust. The Trust is the owner of
the technology employed in the business. The investment was re-valued in
1993 based on the revenue earning potential of the technology by the
directors.
a) Subsidiary Companies
The shares in subsidiary companies are as follows:
Book Value % of Shares Result for
of Investment Held the year
1993 1992 1993 1992 1993 1992
$ $ $ $ $ $
PKE Licencing Pty Ltd
- Australia 100 100 100 100 - -
Gainsterm Sdn Bhd
- Malaysia - - 100 100 - -
---- ---- ---- ---- ---- ----
100 100
==== ====
Both companies have been dormant throughout the year.
As the entity is not a reporting entity (refer Policy Note 1a), no
consolidated accounts have been prepared in accordance with AASB1024
"Consolidated Accounts" paragraph 6(iv).
b) Associated Companies
Book Value % of Shares Results for
of Investment Held the year
1993 1992 1993 1992 1993 1992
$ $ $ $ $ $
Safe Sharps Pty Ltd 190335 190335 21.3 21.3 (11842) (55074)
- Australia _____ _____ ____ ____ _____ _____
The investment was acquired on 11 May 1992 when 13410 fully paid ordinary
shares in Safe Sharps Pty Ltd was accepted by the company in full
satisfaction of an amount due of $190334.80. Safe Sharps Pty Ltd was not
audited at 30 June 1993. Unaudited results of the year to 30 June 1993 are
an operating loss of $11842 and net assets of $119983.
17
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
1993 1992
$ $
9. PROPERTY, PLANT & EQUIPMENT
Land
At cost 500000 -
At directors valuation (1993) * 70000 -
-------- --------
570000 -
-------- --------
Building
At cost 176339 -
Leasehold improvements
At cost 59861 -
-------- --------
236200 -
-------- --------
Plant & Equipment - at cost 196961 190889
Less accumulated depreciation 162092 149681
-------- --------
34869 41208
-------- --------
Furniture & equipment - at cost 368324 368324
Less accumulated depreciation 282915 238244
-------- --------
85409 130080
-------- --------
* The directors re-valued the land based on the assessment of current
market values of the land. This valuation was based on an independent
valuation performed by Mr. B.H.A. Markham A.V.L.E. Licenced Valuer.
18
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
1993 1992
$ $
9. PROPERTY, PLANT & EQUIPMENT (cont)
Motor vehicles - at cost 173597 174200
Less accumulated depreciation 95281 106438
-------- --------
78316 67762
-------- --------
1004794 239050
-------- --------
Furniture & fittings - under lease 28191 28191
Less accumulated amortisation 22959 20288
-------- --------
5232 7903
-------- --------
Total Property, Plant & Equipment 1010026 246953
======= =======
10. OTHER ASSETS
Current
Prepayments 11495 11650
======= =======
Non-current
Future income tax benefits relating to:
timing differences 40186 56422
prior year losses 269190 314607
-------- --------
309376 371029
======= =======
19
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
1993 1992
$ $
11. CREDITORS AND BORROWINGS
Current
(Unsecured)
Trade creditors 266769 244591
Other accrued liabilities 317785 121354
--------- --------
584554 365945
--------- --------
(Secured)
Bank overdraft 178079 335979
Bank loans * 482195 -
Hire purchase creditors ** 67557 82525
Lease creditors (Note 16) ** 2309 3440
-------- --------
730140 421944
-------- --------
1314694 787889
Non-current ======= =======
(Unsecured)
Other loans 15000 15000
Loan from company directors *** 323630 371708
-------- --------
338630 386708
-------- --------
(Secured)
Bank loans and commercial bills * 694525 -
Hire purchase creditors ** 46152 37881
Lease creditors (Note 16) ** 2545 4286
-------- --------
743222 42167
-------- --------
1081852 428875
======= =======
20
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
CREDITORS AND BORROWINGS (cont)
* The bank has a registered mortgage debenture over the assets of the
company as security for:
(a) Overdraft facility
(b) Loan facility - to purchase land and building (c) Commercial
Bills - to purchase land and building (d) Performance bond of
$53000
The directors have also given personal guarantees to the bank in
respect of the above financing facilities. The company has entered
into an agreement in respect of an overseas contract with the Export
Finance & Insurance Corporation (EFIC) whereby guarantees have been
issued to the value of $430000 to counter guarantee the guarantees
provided by EFIC to the company's bankers.
** Lease liabilities are secured over leased assets and hire purchase
creditors are secured over hire purchase assets.
*** A loan from a related party of the company is secured by a second
mortgage debenture over the assets of the company. Funds have been
lent by company directors at current commercial rates.
21
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
1993 1992
$ $
12. PROVISIONS
Employee entitlements 128920 151769
13. OTHER LIABILITIES
Current
Advances on account of construction
work in progress 83315 132953
======= =======
14. SHARE CAPITAL
Authorised share capital
90000000 ordinary shares of 50c each 45000000 45000000
10000000 non cumulative, non voting,
convertible, redeemable preference shares
of 50c each 5000000 5000000
-------- --------
50000000 50000000
======= =======
Issued share capital
8383727 ordinary shares of 50c
each fully paid 4191864 4191864
======= =======
15. RESERVES
Capital reserve arising on the early
redemption of a loan 119628 119628
Asset revaluation reserve 70000 -
-------- --------
189628 119628
Movements during the year ======= =======
Asset revaluation
revaluation increment on land 70000 -
======= =======
22
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
NOTES TO AND FORMING PART OF THE ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 1993
1993 1992
$ $
16. FINANCE LEASE COMMITMENTS
Finance lease commitments contracted for at balance sheet date but not
provided for in the accounts are as follows:
a) not later than 1 year 4934 4934
b) later than one year and not later
than 2 years 4934 4934
c) later then 2 years and not later
than 5 years 503 5437
-------- --------
10371 15305
-------- --------
Less unexpired finance charges 5517 7579
-------- --------
4854 7726
======= =======
Represented by:
Current liability 2309 3440
Non-current liability 2545 4286
-------- --------
4854 7726
======= =======
17. CONTINGENT LIABILITIES
A dispute has arisen between a supplier and the company concerning non
payment of an account of $39,954.55. A counter claim by the company has
been lodged against the supplier for the supply of a non merchantilable
product for damages amounting to $65,780. The claim will be strongly
pursued.
The company has guaranteed to indemnify a bank facility of $150000 on
behalf of an associate company. The associate company has cross indemnified
PKE Limited.
23
<PAGE>
PKE (NON-REPORTING) LIMITED
A.C.N 008 792 783
STATEMENT BY DIRECTORS
The directors have determined that the company is not a reporting entity as
defined in Statement of Account Concepts 1: Definition of the Reporting Entity,
and therefore there is no requirement to apply accounting concepts or standards
in the preparation of these financial statements. The directors have determined
that this special purpose financial report should be prepared in accordance with
those accounting standards and the basis of accounting outlined in Note 1 to the
accounts.
In accordance with a resolution of the Directors of PKE (Non-Reporting) Limited,
in the opinion of the Directors:
1. a) The accompanying Profit and Loss Account gives a true and fair view of
the company's profit for the financial year; and
b) The accompanying Balance Sheet gives a true and fair view of the
company's state of affairs as at the end of the financial year.
2. At the date of this statement, there are reasonable ground to believe that
the company will be able to pay its debts and when they fall due.
For and on behalf of the Board
Dated at South Guildford this day of December 1993.
/s/
P N NICHOLLS - Director
/s/
P A KIRKEBJERG - Director
24
<PAGE>
Byfield Beavis & Co. CPA
CERTEIFIED PRACTISING ACCOUNTANTS Australian Society of CPAs
5 Charles Street, South Perth, W.A. 6151
Telephone: (09) 474 1444
Fax No. 474 1267
Partners
S.P. Bowen CPA
TC Davey CPA
EB Verge CPA
MJ Murphy CPA
ST Northey CPA
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF
PKE (NON-REPORTING) LIMITED
A.C.N. 008 792 783
Scope
We have audited the financial statements, being a special purpose financial
report, of PKE (Non- Reporting) Limited for the year ended 30 June 1993, as set
out on pages 5 to 24. The company's directors are responsible for the
preparation and presentation of the financial statements and the information
contained therein, and have determined that the basis of accounting used and
described in Note 1 to the financial statements is appropriate to meet the
requirements of the Corporations Law and the needs of the members. We have
conducted an independent audit of the financial statements in order to express
an opinion to the members of PKE (Non-Reporting) Limited on their preparation
and presentation. No opinion is expressed as to whether the basis of accounting
used, and described in Note 1, is appropriate to the needs of the members.
The financial statements have been prepared for distribution to members for the
purpose of fulfilling the requirements of the Corporations Law. We disclaim an
assumption of responsibility for any reliance on this report or on the financial
statements prepared as a special purpose financial report to which it relates to
any person other than the members, or for any purpose other than that for which
it was prepared.
Our audit has been conducted in accordance with Australian Auditing Standards.
Our procedures included examination, on a test basis, of evidence supporting the
amounts and other disclosures in the financial report and the evaluation of
significant accounting estimates. These procedures have been undertaken to form
an opinion as to whether, in all material respects, the financial statements are
presented fairly in accordance with the accrual basis of accounting as defined
in AASB 1001: Accounting Policies - Disclosure, applying accounting standards
(if any) deemed necessary by the directors in the circumstances, the disclosure
requirements of Schedule 5 and the provisions of Miscellaneous Professional
Statements APS 1: Conformity with Statements of Accounting Concepts and
Accounting Standards relevant to a special purpose financial report, as
described in Note 1 to the financial statements.
The audit opinion expressed in this report has been formed on the above basis.
Audit Opinion
In our opinion, the financial statements of PKE (Non-Reporting) Limited are
properly drawn up:
(a) so as to give a true and fair view, in accordance with the basis of
accounting described in Note 1 to the financial statements, of the matters
required by Division 4, 4A, and 4B of Part 3.6 of the Corporations Law to
be dealt with in the financial statements;
25
<PAGE>
(b) in accordance with the provisions of the Corporations Law; and
(c) in accordance with applicable Accounting Standards. As the company has
applied AASB 1025; Application of the Reporting Entity Concept and Other
Amendments, other accounting standards and accounting concepts have only
been applied to the extent described in Note 1 to the financial statements.
/s/ Byfield Beavis & Co
/s/ T C Davey
T C Davey
Partner
Date: 2 December 1993
26
