<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Amendment No.1 to Current Report
TRANSMEDIA EUROPE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3701141
- ------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
11 ST. JAMES'S SQUARE, LONDON SW1Y 4LB, ENGLAND
---------------------------------------------------
(Address of principal executive offices) (zip code)
U.K. 011-44-171-930-0706
------------------------
including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days
Yes / / No / X /
1
<PAGE>
Item 2. Acquisition or Disposal of Assets
On May 22, 1998 Transmedia Australia Travel Holdings Pty Limited
("Transmedia Australia"), a company owned equally by Transmedia Europe,
Inc (the "Company") and Transmedia Asia Pacific, Inc. ("TMAP), acquired
from Gisborne Travel Holdings Pty Limited ("Gisborne") 100% of the
issued share capital of Breakaway Travel Club Pty Limited ("Breakaway")
Breakaway, which is based in Sydney, Australia, commenced operations in
1995. Breakaway is a licensed travel agent specializing in discount
package holidays for individuals employed in the travel industry in
Australia. Such individuals are entitled to become members of
Breakaway. Members of Breakaway pay an annual membership fee of Aus$20
(approximately $12). Breakaway has negotiated agreements with travel
providers pursuant to which it can secure reduced rate fares from such
travel providers. Travel providers include airlines, hotels and tour
operators. These reduced rate fares are marketed to members by
Breakaway.
The transaction was consummated pursuant to a Share Sale Agreement (the
"Agreement") dated March 26, 1998 between Gisborne, Transmedia
Australia, Peter Guy Gisborne and Terence John Gill. The total
consideration payable was Aus$375,000 (approximately $230,000). Such
consideration was paid in cash.
A more detailed explanation of this transaction can be found under Item
2. Acquisition or Disposal of Assets within the original filing of
Form 8-K filed by the Company dated June 5, 1998
This amended Form 8K/A is filed to provide the financial statements and
pro forma financial information related thereto
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
In accordance with Rule 210.3-05(b) of Regulation S-X the audited
financial statements for Breakaway covering the fiscal years ended
June 30, 1995, 1996 and 1997 are attached to this report. These
financial statements have been prepared in accordance with
Australian Accounting Standards and other mandatory professional
reporting requirements in Australia.
There are no adjustments required to these financial statements to
comply with US generally accepted accounting principles and
regulation S-X. Accordingly, no reconciliation statement in
accordance with Item 17 of Form 20-F is presented.
(b) Pro Forma Financial Information
The following pro forma unaudited consolidated balance sheets as at
September 30, 1997 and March 31, 1998 are presented as if the
Breakaway acquisition had occurred on October 1, 1996. The pro forma
unaudited consolidated statement of operations for the year ended
September 30, 1997 and the six months ended March 31, 1998 are
presented as if the Breakaway acquisition had occurred on
October 1, 1996. The pro forma data is presented for informational
purposes only and may not be indicative of the results of operations
and the future financial position of the Company or what the results
of operations and financial position of the Company would have been
if the Breakaway acquisition had occurred on the dates set forth.
These pro forma consolidated balance sheet and proforma statement of
operations should be read in conjunction with the historical
financial statements and notes thereto of the Company.
2
<PAGE>
TRANSMEDIA EUROPE INC. AND SUBSIDIARIES
PROFORMA CONSOLIDATED BALANCE SHEET
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proforma
September 30, Proforma September 30,
1997 adjustments 1997 Note
(Audited) (Unaudited)
------------- ----------- ------------- ----------
<S> <C> <C> <C> <C>
Assets
Current assets
Cash 554,624 (135,956) 418,668 (1)
Trade accounts receivable 484,968 484,968
Restaurant credits 1,265,918 1,265,918
Amounts due from related parties 86,401 86,401
Prepaid expenses and other current assets 599,626 599,626
----------- ----------- -----------
Total current assets 2,991,537 (135,956) 2,855,581
Non-current assets
Investment in affiliated company 0 154,937 154,937 (1),(2)
Property and equipment 741,116 741,116
Intangible assets 5,197,426 5,197,426
Other assets 142,946 142,946
----------- ----------- -----------
Total assets $9,073,025 $18,981 $9,092,006
----------- ----------- -----------
----------- ----------- -----------
Liabilities and Stockholders' Equity
Current liabilities
Bank Overdraft 952,668 952,668
Trade accounts payable 2,384,516 2,384,516
Deferred membership fee income 536,509 536,509
Accrued liabilities 1,459,388 1,459,388
Amount due to related party (note 4) 2,345,841 2,345,841
----------- ----------- -----------
Total current liabilities 7,678,922 7,678,922
Non-current liabilities
Deferred license fee income 0 0
Total liabilities 7,678,922 7,678,922
----------- ----------- -----------
Stockholders' equity
6 1/2 % Convertible Preferred Shares 5,909 5,909
Common stock 140 140
Additional paid in capital 12,108,055 12,108,055
Accumulated deficit (10,655,175) 18,981 (10,636,194) (2)
Treasury Stock (517,112) (517,112)
Cumulative foreign currency translation
adjustment (382,668) (382,668)
----------- ----------- -----------
Total stockholders' equity 559,149 18,981 578,130
Minority Interest 834,954 834,954
Total liabilities and stockholders' equity $ 9,073,025 $18,981 $9,092,006
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
See accompanying notes
3
<PAGE>
TRANSMEDIA EUROPE INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEET
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proforma
March,31 Proforma March,31
1998 adjustments 1998 Note
----------- -------------- ----------- --------
<S> <C> <C> <C> <C>
Assets
Current assets
Cash 503,962 (120,975) 382,987 (1)
Trade accounts receivable 746,548 746,548
Restaurant credits 1,214,616 1,214,616
Amounts due from related parties 124,653 124,653
Prepaid expenses and other current assets 862,510 862,510
Notes receivable 255,000 255,000
----------- ----------- -----------
Total current assets 3,707,289 (120,975) 3,586,314
Non-current assets
Investment in affiliated company 4,547,068 109,418 4,656,486 (1)(2)
Property and equipment 646,792 646,792
Intangible assets 1,774,987 1,774,987
Goodwill 3,210,000 3,210,000
----------- ----------- -----------
Total assets $ 13,886,136 $(11,557) $13,874,579
----------- ----------- -----------
----------- ----------- -----------
Liabilities and Stockholders' Equity
Current liabilities
Bank credit line 1,072,442 1,072,442
Trade accounts payable 1,902,632 1,902,632
Deferred membership fee income 487,446 487,446
Accrued liabilities 1,902,661 1,902,661
Amount due to related party 2,295,872 2,295,872
Deferred cost of investment 3,248,735 3,248,735
----------- ----------- -----------
Total current liabilities $ 10,909,788 $ 10,909,788
----------- ----------- -----------
Stockholders' equity
6 1/2 % Convertible Preferred Shares 5,909 5,909
Common stock 168 168
Additional paid in capital 14,528,827 14,528,827
Accumulated deficit (11,309,133) (11,557) (11,320,690) (2)
Treasury stock (517,112) (517,112)
Cumulative foreign currency translation
adjustment (490,326) (490,326)
----------- ----------- -----------
Total stockholders' equity $ 2,218,333 (11,557) $2,206,776
----------- ----------- -----------
Minority Interest 758,015 758,015
----------- ----------- -----------
Total liabilities and stockholders' equity $ 13,886,136 (11,557) $13,874,579
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
4
See accompanying notes
<PAGE>
TRANSMEDIA EUROPE INC. AND SUBSIDIARIES
PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proforma
Year ended Proforma Year ended
September 30, Adjustments September 30, Note
1997 1997
(Audited) (Unaudited)
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues $6,928,936 $6,928,936
Membership fees 941,320 941,320
----------- ----------- -----------
Total revenues and fees 7,870,256 7,870,256
Cost of sales 4,709,911 4,709,911
----------- ----------- -----------
Gross profit 3,160,345 3,160,345
Selling, general and
administrative expenses (7,399,596) (7,399,596)
----------- ----------- -----------
Loss from operations (4,239,251) (4,239,251)
Share of profits/losses of associated company (116,899) 18,981 (97,918) (2)
Interest income 11,287 11,287
----------- ----------- -----------
Loss before income taxes (4,344,863) 18,981 (4,325,882)
Income taxes 13,621 13,621
----------- ----------- -----------
Net loss before preferred share dividends (4,331,242) 18,981 (4,312,261)
Minority Interest 805,859 805,859
Preferred share dividends (220,865) (220,865)
----------- ----------- -----------
Net loss after preferred share dividends $(3,746,248) 18,981 $(3,727,267)
Loss per common share $(0.27) $(0.27)
Weighted average number of common
shares outstanding 13,736,502 13,736,502
----------- ----------- -----------
</TABLE>
See accompanying notes
5
<PAGE>
TRANSMEDIA EUROPE INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proforma
Six months ended Proforma Six months ended
March 31, Adjustments March 31, Note
1998 1998
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues $6,119,394 $6,119,394
Cost of sales (3,963,408) (3,963,408)
----------- ----------- -----------
Gross profit 2,155,986 2,155,986
Selling, general and (3,006,422) (3,006,422)
administrative expenses
----------- ----------- -----------
Loss from operations (850,436) (850,436)
Share of profits/(losses) of associated company 83,108 (11,557) 71,551 (2)
Interest income 8,201 8,201
----------- ----------- -----------
Loss before income taxes (759,127) (11,557) (770,684)
Income taxes 0 0
----------- ----------- -----------
Net loss before preferred share dividend (759,127) (11,557) (770,684)
----------- ----------- -----------
Minority Interest 172,379
Preferred share dividends (67,210)
Net loss after preferred share dividends (653,958) (11,557) (665,515)
----------- ----------- -----------
Loss per common share $(0.04) $(0.04)
Weighted average number of common
shares outstanding 14,940,527 14,940,527
----------- ----------- -----------
</TABLE>
See accompanying notes
6
<PAGE>
TRANSMEDIA EUROPE INC. AND SUBSIDIARIES
NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
The acquisition of 50% of the issued share capital of Breakaway is accounted for
on the equity basis. Effective control of the company is held by TMAP.
Note 1: To record the cost of the acquisition of 50% of the issued share capital
of Breakaway
<TABLE>
<CAPTION>
$Aus US$ US$
(at Sept 30 '97) (at Mar 31 '98)
<S> <C> <C> <C>
Total Consideration 187,500 135,956 120,975
Consisting of the following
Cash 187,500 135,956 120,975
$US consideration value changes due to FX rate changes
</TABLE>
Note 2: To record TME's share of the profits/(losses) of Breakaway for the year
to September 30, 1997 and the 6 months to March 31, 1998
<TABLE>
<CAPTION>
$Aus $
<S> <C> <C>
Breakaway profits for the year to September 30, 1997 56,940 41,566
Company's share of profits (50%) 28,470 18,981
Breakaway losses for the 6 months to March 31, 1998 (34,668) (25,308)
Company's share of losses (50%) (17,334) (11,557)
</TABLE>
Note 3. Exchange rates used to prepare Pro forma financial information
Average exchange rate for the 12 months to September 30 1997 is $1Aus = $0.7300
Average exchange rate for the 6 months to March 31 1998 is $1Aus = $0.6667
Closing exchange rate at September 30 1997 is $1Aus = $0.7251
Closing exchange rate at March 31 1998 is $1Aus = $0.6452
Closing exchange rate at May 22 1998 is $1Aus = $0.6321
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorised.
TRANSMEDIA EUROPE, INC.
By: /S/ Paul Harrison
- ----------------------
Paul Harrison
President and Chief Financial Officer
8
<PAGE>
BREAKAWAY TRAVEL
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
FINANCIAL ACCOUNTS
FOR THE YEAR ENDED
30TH JUNE 1997
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
CONTENTS
Directors' Report
Statement By Directors
Notice of Annual General Meeting
Balance Sheet
Profit & Loss Appropriation Statement
Trading Profit & Loss Statement
Supporting Schedules
Auditors' Report
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
DIRECTORS' REPORT
Your directors submit the financial accounts of the company for the year ended
30th June 1997.
The names of the directors in office at the date of this report are:
Terence John Gill
Michael John Sawyer
Peter Guy Gisborne
The principal activities of the company during the financial year were:
Travel Agency
No significant change in the nature of these activities occurred during the
year.
The net profit after providing for income tax amounted to $19,890. No dividends
were paid during the year and no recommendation is made as to dividends.
No options to shares in the company have been granted during the financial year
and there were no options outstanding at the end of the financial year.
No director has received or became entitled to receive, during or since the end
of the financial year, a benefit because of a contract made by the company,
controlled entity or a related body corporate with the director, a firm of which
the director is a member or an entity in which the director has a substantial
financial interest. This statement excludes a benefit included in the aggregate
amount of emoluments received or due and receivable by directors shown in the
company's financial accounts for the financial year or the fixed salary of a
full time employee of the company, controlled entity or related body corporate.
Signed in accordance a resolution of the Board of Directors:
Director /s/ Terence John Gill
------------------------------
Terence John Gill
Director /s/ Michael John Sawyer
------------------------------
Michael John Sawyer
24th September, 1997
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
STATEMENT BY DIRECTORS
In the opinion of the directors of the company:
1. (a) The accompanying Profit and Loss Account gives a true and fair view
of the profit or loss of the company for the financial year ended
30th June 1997; and
(b) The accompanying Balance Sheet gives a true and fair view of the
state of affairs of the company as at the end of the financial year;
and
2. At the date of this statement, there are reasonable grounds to believe
that the company can meet its debts as and when they fall due.
This statement is made in accordance with a resolution of the Board of Directors
and is signed for and on behalf of the directors by:
Director /s/ Terence John Gill
------------------------------
Terence John Gill
Director /s/ Michael John Sawyer
------------------------------
Michael John Sawyer
24th September, 1997
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
REGISTERED OFFICE: Level 7, 75 Miller Street, NORTH SYDNEY NSW 2060
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the company will be
held at: Level 7, 75 Miller Street, NORTH SYDNEY NSW 2060
on: 9th October, 1997, commencing at 10:00 am
BUSINESS
To receive, consider and adopt the financial statements of the company for
year ended 30th June 1997 together with the reports of the directors and
auditors thereon.
General: To transact any business that may be lawfully brought forward.
By Order of the Board
/s/ Richard Wong
Richard Wong
Secretary
24th September, 1997.
A member entitled to attend and vote is entitled to appoint a proxy to attend
and vote in his/her stead. That person need not be a member of the company, but
should be a natural person over the age of 18 years. Forms to appoint proxies
must be lodged at the registered office of the company not less than 48 hours
before the time of the meeting.
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
BALANCE SHEET
FOR THE YEAR ENDED 30TH JUNE 1997
$ $
SHARE CAPITAL AND RESERVES
Authorised Capital
500,000 Ordinary Shares of $1 each 500,000.00 500,000.00
50,000 "A" Class Shares of $1 each 50,000.00 50,000.00
50,000 "B" Class Shares of $1 each 50,000.00 50,000.00
50,000 "C" Class Shares of $1 each 50,000.00 50,000.00
50,000 "D" Class Shares of $1 each 50,000.00 50,000.00
50,000 "E" Class Shares of $1 each 50,000.00 50,000.00
50,000 "F" Class Shares of $1 each 50,000.00 50,000.00
50,000 "G" Class Shares of $1 each 50,000.00 50,000.00
50,000 "H" Class Shares of $1 each 50,000.00 50,000.00
50,000 "I" Class Shares of $1 each 50,000.00 50,000.00
20,000 "J" Class Redeemable Preference
Shares of $1 each 20,000.00 20,000.00
20,000 "K" Class Redeemable Preference
Shares of $1 each 20,000.00 20,000.00
9,998 "L" Class Shares of $1 each 9,998.00 9,998.00
2 Redeemable Subscriber Shares of $1 each 2.00 2.00
------------- -------------
$1,000,000.00 $1,000,000.00
============= =============
Issued Capital
90,000 Ordinary Shares of $1 each 90,000.00 50,000.00
Retained Profits 47,519.58 27,629.34
------------- -------------
TOTAL SHARE CAPITAL AND RESERVES $ 137,519.58 $ 77,629.34
============= =============
Represented by:
CURRENT ASSETS
Deposits 200.00 --
Petty Cash 200.00 200.00
Trade Debtors 26,539.84 48,076.45
Other Debtors - Airline Refunds 9,404.27 50,558.50
Other Debtors - General 605.95 2,234.20
Cash at Bank - Client Account 725,747.61 617,118.49
Cash at Bank - Business Account 27,605.58 14,859.71
Loans at Call -- 7,911.64
------------- -------------
790,303.25 740,958.99
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
BALANCE SHEET
FOR THE YEAR ENDED 30TH JUNE 1997
$ $
FIXED ASSETS
Office Equipment 11,158.00 7,105.00
Less: Accumulated Depreciation 2,139.00 632.00
------------- -------------
9,019.00 6,473.00
Furniture & Fittings 31,782.85 25,782.85
Less: Accumulated Depreciation 5,535.00 2,072.00
------------- -------------
26,247.85 23,710.85
Electrical Installations 5,273.26 5,273.26
Less: Accumulated Depreciation 1,106.00 420.00
------------- -------------
4,167.26 4,853.26
------------- -------------
TOTAL FIXED ASSETS 39,434.11 35,037.11
------------- -------------
TOTAL ASSETS 829,737.36 775,996.10
============= =============
CURRENT LIABILITIES
Trade Creditors 579,039.30 566,648.48
Other Creditors & Accruals 97,647.36 115,697.58
Provision for Income Tax 15,531.12 16,020.70
------------- -------------
692,217.78 698,366.76
============= =============
NET ASSETS $ 137,519.58 $ 77,629.34
============= =============
B.P. Woodward & Associates
Chartered Accountants
/s/ [ILLEGIBLE] Partner
- ------------------------
Registered under the Public
Accountants Registration
Act, 1945 as Amended.
SYDNEY, 17th September, 1997
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
PROFIT AND LOSS APPROPRIATION STATEMENT
FOR THE YEAR ENDED 30TH JUNE 1997
$ $
OPERATING PROFIT BEFORE INCOME TAX 35,421.36 45,882.68
Income Tax Expense 15,531.12 18,280.80
------------- -------------
15,531.12 18,280.80
------------- -------------
NET OPERATING PROFIT 19,890.24 27,601.88
Retained Profits - Beginning of Year 27,629.34 27.46
------------- -------------
47,519.58 27,629.34
------------- -------------
UNAPPROPRIATED PROFIT AT 30TH JUNE 1997 $ 47,519.58 $ 27,629.34
============= =============
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
TRADING, PROFIT AND LOSS STATEMENT
FOR THE YEAR ENDED 30TH JUNE 1997
$ $
SALES
Sales - Land & Air Travel 7,908,236.05 6,224,724.25
LESS: COST OF GOODS SOLD
Client Travel Costs - Land & Air Content 6,918,486.91 5,423,189.22
------------- -------------
6,918,486.91 5,423,189.22
------------- -------------
GROSS PROFIT FROM TRADING 989,749.14 801,535.03
SUNDRY INCOME
Commissions Received 967.68 4,103.13
Membership Fees 185,985.53 73,359.95
Interest Received 37,571.58 29,772.71
------------- -------------
224,524.79 107,235.79
EXPENDITURE
Advertising 43,335.76 20,062.80
Brochure Production Costs 140,094.51 171,335.17
Bank Charges 63,993.29 41,466.47
Computer Expenses 49,397.75 6,883.00
Consultancy Fees 88,000.00 51,200.00
Depreciation 5,656.00 3,124.00
Electricity 1,500.00 1,500.00
Entertainment Expenses 6,741.73 2,950.80
General Expenses 4,046.04 1,977.49
Hire of Plant & Equipment -- 8,430.14
Insurance 5,302.63 2,482.84
Leasing Charges 11,742.48 26,421.37
Legal Costs 802.00 1,388.00
Licences, Registration & Filing Fees 573.00 470.00
Licence Agreement Re: Computer Software 14,160.00 --
Membership Cards 16,549.56 13,815.96
Payroll Tax 17,856.06 --
Postage & Courier 34,826.77 29,039.96
Printing & Stationery 12,235.01 21,826.72
Professional Fees 8,037.66 3,449.40
Public Relations 13,085.00 6,000.00
Rental of Computer System 34,485.16 --
Rent 36,844.01 21,580.50
Repairs & Maintenance 4,683.60 2,979.04
Salaries & Wages 456,401.85 339,758.50
Small Assets Written Off 2,736.88 593.00
Staff Training & Welfare 5,583.20 1,845.45
Sub-Contractors -- 12,749.23
Subscriptions 1,512.19 --
Superannutation Contributions 51,354.88 33,987.93
Telephone, Fax & Telex 34,103.01 30,642.57
Temporary Staff 3,474.50 --
Travelling Expenses 9,738.04 4,927.80
------------- -------------
1,178,852.57 862,888.14
------------- -------------
OPERATING PROFIT BEFORE INCOME TAX 35,421.36 45,882.68
============= =============
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
SUPPORTING SCHEDULES TO THE BALANCE SHEET
FOR THE YEAR ENDED 30TH JUNE 1997
$ $
Deposits
- - Cab Charge 200.00 --
============= =============
Loans at Call
Loan - Livingstone Travel Holdings Pty
Limited -- 7,911.64
============= =============
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
SUPPORTING SCHEDULES TO THE BALANCE SHEET
FOR THE YEAR ENDED 30TH JUNE 1997
$ $
Interest Received
- - National Australia Bank 37,571.58 29,772.71
============= =============
Leasing Charges
- - General Equipment 11,742.48 26,421.37
============= =============
<PAGE>
INDEPENDENT AUDIT REPORT
TO THE MEMBERS OF
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
Scope
We have audited the financial statements of the company being the Profit and
Loss Account, Balance Sheet, Statement of Cash Flows, Notes to and Forming part
of the Accounts and Statement by Directors for the year ended 30th June 1997.
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. Oar procedures included examination, on a test basis, of
evidence supporting the amounts and other disclosures in the financial
statements, and 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 other mandatory
professional reporting requirements (Urgent Issues Group Consensus Views) and
statutory requirements so as to present a view of the company which is
consistent with our understanding of its financial position and the results of
its operations and 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 the company are properly drawn up:
(a) So as to give a true and fair view of:
(i) the state of affairs of the company as at 30th June 1997 and of the
profit and cash flows of the company for the year ended on that
date; 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 Amounting Standards and other mandatory
professional reporting requirements.
B.P. Woodward & Associates
Chartered Accountants
/s/ [ILLEGIBLE]
- -----------------------------
Partner: B.P. Woodward & Associates
SYDNEY
24th September, 1997
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
FINANCIAL ACCOUNTS
FOR THE YEAR ENDED
30TH JUNE 1996
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
CONTENTS
Directors' Report
Statement By Directors
Notice of Annual General Meeting
Balance Sheet
Profit & Loss Appropriation Statement
Trading Profit & Loss Statement
Supporting Schedules
Auditors' Report
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
DIRECTORS' REPORT
Your directors submit the financial accounts of the company for the year ended
30th June 1996.
The names of the directors in office at the date of this report are:
Terence John Gill
Michael John Sawyer
Peter Guy Gisborne
Peter Julian Kendall Forsyth
The principal activities of the company during the financial year were:
Travel Agency
No significant change in the nature of these activities occurred during the
year.
The net profit after providing for income tax amounted to $27,602 No dividends
were paid during the year and no recommendation is made as to dividends.
No options to shares in the company have been granted during the financial year
and there were no options outstanding at the end of the financial year.
No director has received or become entitled to receive, during or since the end
of the financial year, a benefit because of a contract made by the company,
controlled entity or a related body corporate with the director, a firm of which
the director is a member or an entity in which the director has a substantial
financial interest. This statement excludes a benefit included in the aggregate
amount of emoluments received or due and receivable by directors shown in the
company's accounts, prepared in accordance with Schedule 5 of the Corporations
Regulations, or the fixed salary of a full time employee of the company,
controlled entity or related body corporate.
Signed in accordance a resolution of the Board of Directors:
Director /s/ Terence John Gill
------------------------------
Terence John Gill
Director /s/ Michael John Sawyer
------------------------------
Michael John Sawyer
25th September, 1996
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
STATEMENT BY DIRECTORS
In the opinion of the directors of the company:
1. (a) The accompanying Profit & Loss Account gives a true and fair view of
the profit or loss of the company for the financial year ended 30th
June 1996; and
(b) The accompanying Balance Sheet gives a true and fair view of the
state of affairs of the company as at the end of the financial year;
and
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.
This statement is made in accordance with a resolution of the Board of Directors
and is signed for and on behalf of the directors by:
Director /s/ Terence John Gill
------------------------------
Terence John Gill
Director /s/ Michael John Sawyer
------------------------------
Michael John Sawyer
25th September, 1996
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
REGISTERED OFFICE: Level 7, 75 Miller Street, NORTH SYDNEY NSW 2060
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the company will be
held at: Level 7, 75 Miller Street, NORTH SYDNEY NSW 2060
on: 11th October, 1996, commencing at 10:00 am
BUSINESS
To receive, consider and adopt the financial statements of the company for
year ended 30th June 1996 together with the reports of the directors and
auditors thereon.
General: To transact any business that may be lawfully brought forward.
By Order of the Board
/s/ Richard Wong
Richard Wong
Secretary
25th September, 1996.
A member entitled to attend and vote is entitled to appoint a proxy to attend
and vote in his/her stead. That person need not be a member of the company, but
should be a natural person over the age of 18 years. Forms to appoint proxies
must be lodged at the registered office of the company not less than 48 hours
before the time of the meeting.
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
BALANCE SHEET
FOR THE YEAR ENDED 30TH JUNE 1996
$ $
SHARE CAPITAL AND RESERVES
Authorised Capital
500,000 Ordinary Shares of $1 each 500,000.00 500,000.00
50,000 "A" Class Shares of $1 each 50,000.00 50,000.00
50,000 "B" Class Shares of $1 each 50,000.00 50,000.00
50,000 "C" Class Shares of $1 each 50,000.00 50,000.00
50,000 "D" Class Shares of $1 each 50,000.00 50,000.00
50,000 "E" Class Shares of $1 each 50,000.00 50,000.00
50,000 "F" Class Shares of $1 each 50,000.00 50,000.00
50,000 "G" Class Shares of $1 each 50,000.00 50,000.00
50,000 "H" Class Shares of $1 each 50,000.00 50,000.00
50,000 "I" Class Shares of $1 each 50,000.00 50,000.00
20,000 "J" Class Redeemable Preference
Shares of $1 each 20,000.00 20,000.00
20,000 "K" Class Redeemable Preference
shares of $1 each 20,000.00 20,000.00
9,998 "L" Class Shares of $1 each 9,998.00 9,998.00
2 Redeemable Subscriber Shares of $1 each 2.00 2.00
------------- -------------
$1,000,000.00 $1,000,000.00
============= =============
Issued Capital
50,000 Ordinary Shares of $1 each 50,000.00 50,000.00
Retained Profits 27,629.34 27.46
------------- -------------
TOTAL SHARE CAPITAL AND RESERVES $ 77,629.34 $ 50,027.46
============= =============
Represented by:
CURRENT ASSETS
Petty Cash 200.00 --
Trade Debtors 48,076.45 50,059.23
Other Debtors - Airline Refunds 50,558.50 --
Other Debtors - General 2,234.20 2,821.41
Cash at Bank - Client Account 617,118.49 594,341.49
Cash at Bank - Business Account 14,859.71 --
Loans at Call 7,911.64 --
------------- -------------
740,958.99 647,222.13
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
BALANCE SHEET
FOR THE YEAR ENDED 30TH JUNE 1996
$ $
FIXED ASSETS
Office Equipment 7,105.00 --
Less: Accumulated Depreciation 632.00 --
------------- -------------
6,473.00 --
Furniture & Fittings 25,782.85 --
Less: Accumulated Depreciation 2,072.00 --
------------- -------------
23,710.85 --
Electrical Installations 5,273.26 --
Less: Accumulated Depreciation 420.00 --
------------- -------------
4,853.26 --
------------- -------------
TOTAL FIXED ASSETS 35,037.11 --
------------- -------------
TOTAL ASSETS 775,996.10 --
============= =============
CURRENT LIABILITIES
Sundry Creditors -- 26,769.00
Trade Creditors 566,648.48 540,080.60
Other Creditors & Accruals 115,697.58 20,370.12
Loans - Unsecured (CL) -- 9,974.95
Provision for Income Tax 16,020.70 --
------------- -------------
698,366.76 597,194.67
============= =============
NET ASSETS $ 77,629.34 $ 50,027.46
============= =============
B.P. Woodward & Associates
Chartered Accountants
/s/ [ILLEGIBLE] Partner
- -----------------------
Registered under the Public
Accountants Registration
Act, 1945 as Attended.
SYDNEY, 25th September, 1996
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
PROFIT AND LOSS APPROPRIATION STATEMENT
FOR THE YEAR ENDED 30TH JUNE 1996
$ $
OPERATING PROFIT BEFORE INCOME TAX 45,882.68 323.47
Income Tax Expense 18,280.80 296.01
------------- -------------
18,280.80 296.01
------------- -------------
NET OPERATING PROFIT 27,601.88 27.46
Retained Profits - Beginning of Year 27.46 --
------------- -------------
27,629.34 27.46
------------- -------------
UNAPPROPRIATED PROFIT AT 30TH JUNE 1996 $ 27,629.34 $ 27.46
============= =============
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
TRADING, PROFIT AND LOSS STATEMENT
FOR THE YEAR ENDED 30TH JUNE 1996
$ $
SALES
Sales-- Land & Air Travel 6,224,724.25 1,261,188.76
LESS: COST OF GOODS SOLD
Client Travel Costs-- Land & Air Content 5,423,189.22 1,114,631.87
------------- -------------
5,423,189.22 1,114,631.87
------------- -------------
GROSS PROFIT FROM TRADING 801,535.03 146,556.89
SUNDRY INCOME
Commissions Received 4,103.13 250.00
Membership Fees 73,359.95 9,415.00
Interest Received 29,772.71 3,398.78
------------- -------------
107,235.79 13,063.78
EXPENDITURE
Advertising 20,062.80 3,631.00
Brochure Production Costs 171,335.17 34,914.86
Bank Charges 41,466.47 2,215.64
Computer Expenses 6,883.00 --
Consultancy Fees 51,200.00 18,430.68
Depreciation 3,124.00 --
Electricity 1,500.00 625.00
Entertainment Expenses 2,950.80 573.55
Freight & Courier -- 4,141.95
General Expenses 1,977.49 107.12
Hire of Plant & Equipment 8,430.14 --
Insurance 2,482.84 --
Leasing Charges 26,421.37 657.08
Legal Costs 1,388.00 --
Licences, Registration & Filing Fees 470.00 1,095.00
Membership Cards 13,815.96 --
Postage & Courier 29,039.96 --
Printing & Stationery 21,826.72 3,654.08
Professional Fees 3,449.40 1,100.00
Public Relations 6,000.00 2,500.00
Rent 21,580.50 3,075.00
Repairs & Maintenance 2,979.04 584.00
Salaries & Wages 339,758.50 58,947.06
Small Assets Written Off 593.00 665.00
Staff Training & Welfare 1,845.45 331.35
Sub - Contractors 12,749.23 --
Superannuation Contributions 33,987.93 2,357.88
TCF Contributions -- 5,600.00
Telephone, Fax & Telex 30,642.57 12,232.20
Travelling Expenses 4,927.80 1,858.75
------------- -------------
862,888.14 159,297.20
------------- -------------
OPERATING PROFIT BEFORE INCOME TAX 45,882.68 323.47
============= =============
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
SUPPORTING SCHEDULES TO THE BALANCE SHEET
FOR THE YEAR ENDED 30TH JUNE 1996
$ $
Loans at Call
Loan - Livingstone Travel Holdings Pty
Limited 7,911.64 --
============= =============
Loans - Unsecured (CL)
Loan - Livingstone Travel Holdings Pty Ltd -- 9,974.95
============= =============
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
SUPPORTING SCHEDULES TO THE PROFIT & LOSS STATEMENT
FOR THE YEAR ENDED 30TH JUNE 1996
$ $
Interest Received
National Australia Bank 29,772.71 3,398.78
============= =============
Leasing Charges
General 26,421.37 657.08
============= =============
<PAGE>
INDEPENDENT AUDIT REPORT
TO THE MEMBERS OF
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
Scope
We have audited the financial statements of the Company being the Profit and
Loss Account, Balance Sheet, Statement of Cash Flows, Notes to and Forming Part
of the Accounts and Statement by Directors for the year ended 30th June 1996.
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 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 other mandatory
professional reporting requirements (Urgent Issues Group Consensus Views) and
statutory requirements so as to present a view of the company which is
consistent with our understanding of its financial position and the results of
its operations and 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 the Company are properly drawn up:
(a) So as to give a true and fair view of:
(i) the state of affairs of the company as at 30th June 1996 and of the
profit of the company for the year ended on that date; 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.
B.P. Woodward & Associates
Chartered Accountants
/s/ [ILLEGIBLE]
- -----------------------------------
Partner: B.P. Woodward & Associates
SYDNEY, 25th September, 1996
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
FINANCIAL ACCOUNTS
FOR THE YEAR ENDED
30TH JUNE 1995
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
CONTENTS
Directors' Report
Statement By Directors
Notice of Annual General Meeting
Balance Sheet
Profit & Loss Appropriation Statement
Trading Profit & Loss Statement
Supporting Schedules
Auditors' Report
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
DIRECTORS' REPORT
Your directors submit the financial accounts of the company for the year ended
30th June 1995.
The names of the directors in office at the date of this report are:
Terence John Gill
Michael John Sawyer
Peter Guy Gisborne
Peter Julian Kendall Forsyth
The principal activities of the company during the financial year were:
Travel Agency
No significant change in the nature of these activities occurred during the
year.
The net profit after providing for income tax amounted to $27.
No dividends were paid during the year and no recommendation is made as to
dividends.
No options to shares in the company have been granted during the financial year
and there were no options outstanding at the end of the financial year.
No director has received or become entitled to receive, during or since the end
of the financial year, a benefit because of a contract made by the company,
controlled entity or a related body corporate with the director, a firm of which
the director is a member or an entity in which the director has a substantial
financial interest. This statement excludes a benefit included in the aggregate
amount of emoluments received or due and receivable by directors shown in the
company's accounts, prepared in accordance with Schedule 5 of the Corporations
Regulations, or the fixed salary of a full time employee of the company,
controlled entity or related body corporate.
Signed in accordance with a resolution of the Board of Directors:
Director /s/ Terence John Gill
------------------------------
Terence John Gill
Director /s/ Michael John Sawyer
------------------------------
Michael John Sawyer
29th September, 1995
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
STATEMENT BY DIRECTORS
In the opinion of the directors of the company:
1. (a) The accompanying Profit & Loss Account is drawn up so as to give a
true and fair view of the profit or loss of the company for the
financial year ended 30th June 1995;
(b) The accompanying Balance Sheet is drawn up so as to give a true and
fair view of the state of affairs of the company as at the end of the
financial year; and
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.
This statement is made in accordance with the resolution of the Board of
Directors and is signed for and on behalf of the directors by:
Director /s/ Terence John Gill
------------------------------
Terence John Gill
Director /s/ Michael John Sawyer
------------------------------
Michael John Sawyer
29th September, 1995
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
REGISTERED OFFICE Level 7, 75 Miller Street, NORTH SYDNEY NSW 2060
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the company will be
held at: Level 7, 75 Miller Street, NORTH SYDNEY NSW 2060
on: 9th October, 1997, commencing at 10:00 am
BUSINESS
To receive, consider and adopt the financial statements of the company for
year ended 30th June 1995 together with the reports of the directors and
auditors thereon.
General: To transact any business that may be lawfully brought forward.
By Order of the Board
/s/ Richard Wong
Richard Wong
Secretary
29th September, 1995.
A member entitled to attend and vote is entitled to appoint a proxy to attend
and vote in his/her stead. That person need not be a member of the company, but
should be a natural person over the age of 18 years. Forms to appoint proxies
must be lodged at the registered office of the company not less than 48 hours
before the time of the meeting.
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
BALANCE SHEET
FOR THE YEAR ENDED 30TH JUNE 1995
SHARE CAPITAL AND RESERVES $ $
Authorised Capital
1,000,000 Ordinary Shares of $1 each $1,000,000 --
=========== ===========
Issued Capital
50,000 Ordinary Shares of $1 each 50,000.00 --
Retained Profits 27.46 --
----------- -----------
TOTAL SHARE CAPITAL AND RESERVES $50,027.46 --
=========== ===========
Represented by:
CURRENT ASSETS
Trade Debtors 50,059.23 --
Other Debtors 2,821.41 --
Cash at Bank 594,341.49 --
----------- -----------
647,222.13
=========== ===========
FIXED ASSETS
CURRENT LIABILITIES
Sundry Creditors 26,769.00 --
Trade Creditors 540,080.60 --
Other Creditors & Accruals 20,370.12 --
Loans-Unsecured (CL) 9,974.95 --
----------- -----------
597,194.67 --
=========== ===========
NET ASSETS $50,027.46 --
=========== ===========
B.P. Woodward & Associates
Chartered Accountants
/s/ [ILLEGIBLE] Partner
- ------------------------
Registered under the Public
Accountants Registration
Act, 1945 as Amended.
SYDNEY, 29TH September, 1995
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
PROFIT AND LOSS APPROPRIATION STATEMENT
FOR THE YEAR ENDED 30TH JUNE 1995
$ $
OPERATING PROFIT BEFORE INCOME TAX 323.47 --
Income Tax Expense 296.01 --
----------- -----------
LESS COST: 296.01 --
----------- -----------
NET OPERATING PROFIT 27.46 --
----------- -----------
UNAPPROPRIATED PROFIT AT 30TH JUNE 1995 $27.46 --
=========== ===========
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
TRADING, PROFIT AND LOSS STATEMENT
FOR THE YEAR ENDED 30TH JUNE 1995
$ $
SALES
Sales-Land & Air Travel 1,261,188.76 --
LESS: COST OF GOODS SOLD
Client Travel Costs - Land & Air Content 1,114,631.87 --
------------ ------------
1,114,631.87 --
------------ ------------
GROSS PROFIT FROM TRADING 146,556.89 --
SUNDRY INCOME
Commissions received 250.00 --
Membership Fees 9,415.00 --
Interest Received 3,398.78 --
------------ ------------
13,063.78 --
EXPENDITURE
Advertising 3,631.00 --
Brochure Production Costs 34,914.86 --
Bank Charges 2,215.64 --
Consultancy Fees 18,430.68 --
Electricity 625.00 --
Entertainment Expenses 573.55 --
Freight & Courier 4,141.95 --
General Expenses 107.12 --
Leasing Charges 657.08 --
Licenses, Registration & Filing Fees 1,095.00 --
Printing & Stationery 3,654.08 --
Professional Fees 1,100.00 --
Public Relations 2,500.00 --
Rent 3,075.00 --
Repairs & Maintenance 584.00 --
Salaries & Wages 58,947.06 --
Small Assets Written Off 665.00 --
Staff Amenities 331.35 --
Superannuation Contributions 2,357.88 --
TCF Contribution 5,600.00 --
Telephone, Fax & Telex 12,232.20 --
Travelling Expenses 1,858.75 --
------------ ------------
159,297.20 --
------------ ------------
OPERATING PROFIT BEFORE INCOME TAX 323.47 --
============ ============
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
SUPPORTING SCHEDULES TO THE BALANCE SHEET
FOR THE YEAR ENDED 30TH JUNE 1995
$ $
Loans - Unsecured (CL)
Loan - Livingstone Travel Holdings Pty Ltd 9,974.95 --
============ ============
<PAGE>
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
SUPPORTING SCHEDULES TO THE PROFIT & LOSS STATEMENT
FOR THE YEAR ENDED 30TH JUNE 1995
$ $
Interest Received
- - National Australia Bank 3,398.78 --
============ ============
Leasing Charges
- - General 657.08 --
============ ============
<PAGE>
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF
BREAKAWAY TRAVEL CLUB PTY LIMITED
A.C.N. 067 679 627
Scope
We have audited the accounts of the Company being the Profit and Loss Account,
Balance Sheet and Statement by Directors for the year ended 30th June 1995. The
company's directors are responsible for the preparation and presentation of the
accounts and the information they contain. We have performed an independent
audit of these accounts 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 accounts are free of material
misstatement. Our procedures included examination, on a test basis, of evidence
supporting the amounts and other disclosures in the accounts, and 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
accounts are presented fairly in accordance with Australian Accounting Concepts
and Standards and statutory requirements so as to present a view of the company
which is consistent with our understanding of its financial position and the
results of its operations.
The audit opinion expressed in this report has been formed on the above basis.
Audit Opinion
In our opinion the accounts of the Company are properly drawn up:
(a) So as to give a true and fair view of:
(i) the state of affairs of the company as at 30th June 1995 and of the
profit of the company for the year ended on that date; 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 accounts;
(b) In accordance with the provisions of the Corporations Law; and
(c) In accordance with Statements of Accounting Concepts and applicable
Accounting Standards.
B.P. Woodward & Associates
Chartered Accountants
/s/ [ILLEGIBLE]
- -----------------------------
Partner: B.P. Woodward & Associates
SYDNEY, 29th September, 1995
