<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
---- ----
<PAGE>
TRANSMEDIA EUROPE, INC. AND SUBSIDIARIES
Item 2. Acquisition or Disposal of Assets
On December 2, 1997, Transmedia Australia Holdings Pty Ltd ("Transmedia
Australia"), a company owned equally by Transmedia Europe, Inc. ("the
Company") and Transmedia Asia Pacific, Inc. ("TMAP"), a Delaware
corporation which shares common directors and officers with the Company,
purchased 51% of the common stock of Nationwide Helpline Services Pty Ltd
("NHS"), through a newly incorporated intermediary holding company. The
total consideration paid by Transmedia Australia for its 51% interest in
the equity capital of NHS was Aus$10,000,000 (approximately $7,150,000 as
at December 2, 1997). Transmedia Australia also agreed to purchase the
balance of the equity capital of NHS for Aus$2,500,000 on June 30, 1998
with the right to extend such obligation until September 30, 1998 by paying
interest at 5% per annum ("Balance Obligation"). Transmedia Australia
exercised the extension right.
The total consideration for the 51% interest in NHS was allocated by the
sellers as follows. Aus$6,000,000 for the equity capital of NHS and
Aus$4,000,000 in sign-on fees payable to the former principals of NHS. As
originally structured the Aus$10,000,000 was to be advanced to Transmedia
Australia by the Company and TMAP as follows:
Equity Capital Element:
<TABLE>
<CAPTION>
Company TMAP Total
<S> <C> <C> <C>
Deposit 200,000 200,000 400,000
1st Instalment 1,400,000 1,400,000 2,800,000
2nd Instalment 1,400,000 1,400,000 2,800,000
Total 3,000,000 3,000,000 6,000,000
</TABLE>
The deposit was advanced to Transmedia Australia and paid to the sellers in
June, 1997. The first instalment of Aus$2,800,000 was paid in December
1997, 50% in cash and the balance by the issuance of 500,000 of the common
stock of each of the Company and TMAP (valued at the then market price).
The second instalment payment date was extended as provided by the terms of
the agreement until May 1, 1998 and was paid on that date along with
interest of Aus$34,781.
1
<PAGE>
TRANSMEDIA EUROPE, INC. AND SUBSIDIARIES
Item 2. Acquisition or Disposal of Assets (cont'd)
<TABLE>
<CAPTION>
Sign-on Fees
Company TMAP Total
<S> <C> <C> <C> <C>
1st Instalment 1,000,000 1,000,000 2,000,000
2nd Instalment 1,000,000 1,000,000 2,000,000
Total 2,000,000 2,000,000 4,000,000
</TABLE>
The first instalment was payable on January 31, 1998 of which an aggregate
of Aus$1,250,000 could be deferred until May 1, 1998. On January 31, 1998,
in lieu of the required minimum payment of Aus$750,000, Aus$203,571 was
paid in cash and the balance was settled by a promissory note in the sum of
Aus$546,429 payable on June 30, 1998. As of the date hereof such promissory
note has been fully repaid. The Aus$1,250,000 due on May 1, 1998 was paid
together with accrued interest thereon at 5% per annum, approximately
Aus$15,240. The second instalment was due for payment on June 30, 1998 and
was then further deferred until September 30, 1998.
The Company was unable to make the payments due on September 30, 1998.
However, the Company commenced negotiations with the former owners of NHS
and on October 21, 1998 reached an agreement pursuant to which the
settlement date for the Balance Obligation and the final settlement of the
Sign-on Fees was extended to November 16, 1998. In addition, the 2nd
instalment of the Sign-on Fees was reduced from Aus$1 million for each of
the Company and TMAP (a total of Aus$2 million) to Aus$500,000 for each of
the Company and TMAP (a total of $1 million).
On November 17, 1998 the Balance Obligation and the reduced final
instalment of the Sign-on Fees were paid in full, together with accrued
interest in the amount of Aus$ 47,557 (approximately $29,960).
The final payments to the former owners of NHS were funded from the
proceeds of a "1 Year Secured Promissory Note" in the principal sum of $3.4
million executed with FAI General Insurance, a shareholder of the Company
and TMAP, on November 17, 1998. Interest on the Promissory Note accrues at
the rate of 10% per annum and is payable quarterly in arrears. The
Promissory Note is secured by a charge over Transmedia Australia and is
guaranteed by the Company.
This amended Form 8K/A is filed to report the purchase of the balance of
the equity capital of NHS and to provide the financial statements and pro
forma financial information related thereto
2
<PAGE>
TRANSMEDIA EUROPE, INC. AND SUBSIDIARIES
Item 7. Financial Statements and Exhibits
(a) Pro forma Financial Information
The following pro forma unaudited balance sheet at September 30, 1997 is
presented as if the NHS acquisition had occurred on October 1, 1996. The
pro forma unaudited consolidated statement of operations for the year ended
September 30, 1997 is presented as if the NHS 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 NHS 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.
The pro forma balance sheet represents the investment in NHS under the
equity method of accounting since the Company does not have overall control
of NHS.
(b) Financial Statements of Businesses Acquired
In accordance with Rule 210.3-05(b) of Regulation S-X the historic
financial statements for NHS covering the fiscal years ended June 30, 1995,
1996 and 1997 are attached to this report.
Prior to the date of acquisition the historic financial statements of NHS
had not been audited as there was no audit requirements within its
jurisdiction. The historic financial statements cannot be retroactively
audited without undue effort and expense.
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.
3
<PAGE>
TRANSMEDIA EUROPE INC. AND SUBSIDIARIES
PROFORMA CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
Proforma
September 30, Proforma September 30,
1997 adjustments Note 1997
(Audited)
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Assets
Current assets
Cash 554,624 (149,226) (1) $ 405,398
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 (149,226) 2,842,311
Non-current assets
Investment in affiliated company 0 3,968,709 (1),(2) 3,968,709
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 $3,819,483 $12,892,508
----------- ----------- -----------
----------- ----------- -----------
Liabilities and Stockholders' Equity
Current liabilities
Bank Overdraft 952,668 $ 1,595,524
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 2,345,841 1,060,000 (1) 3,405,841
----------- ----------- -----------
Total liabilities 7,678,922 1,060,000 8,738,922
Stockholders' equity
6 1/2 % Convertible Preferred Shares 5,909 5,909
Common stock 140 27 (1) 167
Additional paid in capital 12,108,055 2,659,973 (1) 14,768,028
Accumulated deficit (10,655,175) 99,483 (2) (10,555,692)
Treasury Stock (517,112) (517,112)
Cumulative foreign currency translation
adjustment (382,668) (382,668)
----------- ----------- -----------
Total stockholders' equity $ 559,149 2,759,483 $ 3,318,632
Minority Interest 834,954 834,954
----------- ----------- -----------
Total liabilities and stockholders' equity $ 9,073,025 3,819,483 $12,892,508
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
See accompanying notes
4
<PAGE>
TRANSMEDIA EUROPE INC. AND SUBSIDIARIES
PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Proforma
Year ended Proforma Year ended
September 30, Adjustments Note September 30,
1997 1997
(Audited)
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
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) 99,483 (2) (17,416)
Interest income 11,287 11,287
----------- ----------- -----------
Loss before income taxes (4,344,863) 99,483 (4,245,380)
Income taxes 13,621 13,621
----------- ----------- -----------
Net loss before preferred share dividends (4,331,242) 99,483 (4,231,759)
Minority Interest 805,859 805,859
Preferred share dividends (220,865) (220,865)
----------- ----------- -----------
Net loss after preferred share dividends $(3,746,248) 99,483 $ (3,643,765)
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
NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1: To record the cost of the acquisition of 50% of the common stock of
Transmedia Australia
<TABLE>
<CAPTION>
Aus$ US$
<S> <C> <C>
Total Consideration 5,970,178 3,869,226
</TABLE>
Total consideration includes $Aus220,000 (approx $139,000) in legal fees, stamp
duty and other incidental costs
Consideration consists of
<TABLE>
<S> <C> <C>
Cash 5,266,448 3,369,226
Issuance of common stock 703,730 500,000
</TABLE>
Cash used for the acquisition was sourced as follows -
Aus $970,000 (approximately $620,000) was sourced from a Private Placement of
shares dated August 7, 1998 which closed on December 31, 1997. Aus$ 235,000
(approximately $150,000) was sourced from existing cash reserves. Aus$ 2,405,000
(approximately $1,540,000) was sourced from a Private Placement of shares dated
February 1, 1998 which closed on April 30, 1998 and Aus$ 1,656,000
(approximately $1,060,000) from a loan from TMAP
Note 2: To record the equity profits of NHS for the year to September 30, 1997
<TABLE>
<CAPTION>
Aus$ US$
<S> <C> <C>
Profits for the year to September 30, 1997 272,555 198,965
Company's share of profits (50%) 136,278 99,483
</TABLE>
Note 4. Exchange rates used to prepare Pro forma financial information
Closing rate of exchange at September 30, 1997 is $0.7251 = Aus$1
Average exchange rate for the 12 months ended September 30, 1997 is
$0.7300 = Aus$1
6
<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
7
<PAGE>
WARRAWEE SERVICES PTY LIMITED
(FORMERLY KNOWN AS NATIONWIDE HELPLINE SERVICES PTY LTD)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30TH JUNE 1997
Gould
Ralph Services Pty Ltd
Chartered
Accountants
<PAGE>
WARRAWEE SERVICES PTY LIMITED
(FORMERLY KNOWN AS NATIONWIDE HELPLINE SERVICES PTY LTD)
CONTENTS
Statement by Directors
Profit and Loss Appropriation Statement
Balance Sheet
Notes to and Forming Part of the Financial Statements
Profit & Loss Statement
Compilation Report
<PAGE>
WARRAWEE SERVICES PTY LIMITED
ACN 003 846 544
STATEMENT BY DIRECTORS
The directors have determined that the company is not a reporting entity and
therefore there is no requirement to apply Accounting Standards and other
mandatory professional reporting requirements (Urgent Issues Group Consensus
Views) in the preparation of these financial statements. The directors have
determined that the accounting policies adopted in the preparation of this
special purpose financial report as outlined in Note 1 to the accounts are
appropriate to the needs of the members.
In the opinion of the directors of the company:
(a) The Profit and Loss Statements give a true and fair view of the
profit or loss of the company for the financial year ended 30th June
1997; and
(b) The Balance Sheet gives a true and fair view of the state of affairs
of the company as at the end of the financial year.
/s/ Kevin Bostridge
Kevin Bostridge
Director
/s/ Robert Swinbourn
Robert Swinbourn
Director
Dated at Sydney this 30th day of January, 1998
<PAGE>
WARRAWEE SERVICES PTY LIMITED
(FORMERLY KNOWN AS NATIONWIDE HELPLINE SERVICES PTY LTD)
ACN 003 846 544
PROFIT AND LOSS APPROPRIATION STATEMENT
FOR THE YEAR ENDED 30TH JUNE 1997
<TABLE>
<CAPTION>
Note This Year Last Year
$ $
- ----------------------------------------------------------------------------
<S> <C> <C>
OPERATING PROFIT BEFORE INCOME TAX 481,017.39 277,968.71
Income Tax Expense 195,718.95 117,949.00
---------- ----------
NET OPERATING PROFIT 285,298.44 160,019.71
Retained Profits - Beginning of Year 141,209.90 (18,809.81)
---------- ----------
UNAPPROPRIATED PROFIT AT 30TH JUNE
1997 426,508.34 141,209.90
---------- ----------
</TABLE>
The accompanying notes form part of these financial statements.
This statement is unaudited - refer attached Compilation Report.
<PAGE>
WARRAWEE SERVICES PTY LIMITED
(FORMERLY KNOWN AS NATIONWIDE HELPLINE SERVICES PTY LTD)
ACN 003 846 544
BALANCE SHEET
AS AT 30TH JUNE 1997
<TABLE>
<CAPTION>
Note This Year Last Year
$ $
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
CURRENT ASSETS
Cash on Hand -- 200.00
Short Term Deposits 330,355.37 310,799.89
Deposit: Icon Group Services 180,000.00 --
Cash at Bank 371,925.40 434,406.52
Escrow Bank Account 208,454.96 57,444.73
Sundry Debtors -- (2,119.93)
Trade Debtors 2 440,792.50 457,003.13
Loans to Directors 15,494.71 494.71
Loans - Unsecured 3 41,745.30 21,000.00
Prepayments 18,490.01 21,434.05
------------ ------------
1,607,258.25 1,300,663.10
------------ ------------
NON CURRENT RECEIVABLES
Loans- Unsecured 4 79,114.00 93,114.00
------------ ------------
79,114.00 93,114.00
------------ ------------
NON CURRENT INVESTMENTS
Share Investments 5 144,502.00 22,840.00
------------ ------------
144,502.00 22,840.00
------------ ------------
FIXED ASSETS
Property, Plant and Equipment 6 286,591.35 183,707.78
------------ ------------
286,591.35 183,707.78
------------ ------------
OTHER ASSETS
Future Income Tax Benefit 29,812.69 27,901.00
S.C.C Security Deposit 1,900.00 1,900.00
Cabcharge Security Deposit 200.00 200.00
------------ ------------
31,912.69 30,001.00
------------ ------------
TOTAL ASSETS 2,149,378.29 1,630,325.88
------------ ------------
</TABLE>
The accompanying notes form part of these financial statements.
This statement is unaudited - refer attached Compilation Report.
<PAGE>
WARRAWEE SERVICES PTY LIMITED
(FORMERLY KNOWN AS NATIONWIDE HELPLINE SERVICES PTY LTD)
ACN 003 846 544
BALANCE SHEET
AS AT 30TH JUNE 1997
<TABLE>
<CAPTION>
Note This Year Last Year
$ $
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
CURRENT LIABILITIES
Hire Purchase Liability 7 36,432.82 14,774.37
Other Payables 8 46,881.86 29,446.50
Trade Creditors 339,902.77 383,526.72
Sundry Accruals 9 171,035.14 30,521.86
Unearned Income 165,610.00 498,063.00
Loans - Unsecured 10 418,310.66 235,833.73
Loans - Secured 11 89,237.51 --
Provisions 12 250,661.09 141,813.04
------------ ------------
1,518,071.85 1,333,979.22
------------ ------------
NON-CURRENT LIABILITIES
Hire Purchase Liability 13 31,531.70 24,177.43
Loans - Bank -- 129,959.33
Unearned Income 165,610.00 --
Provision for Deferred Tax Liability 6,656.40 --
------------ ------------
203,798.10 154,136.76
------------ ------------
TOTAL LIABILITIES 1,721,869.95 1,488,115.98
------------ ------------
NET ASSETS 427,508.34 142,209.90
------------ ------------
SHARE CAPITAL AND RESERVES
Authorised Capital
1,000,000 Ordinary Share of $1 each 1,000,000.00 1,000,000.00
------------ ------------
Issued Capital
1,000 Ordinary Shares of $1 1,000.00 1,000.00
Unappropriated Profit 426,508.34 141,209.90
------------ ------------
TOTAL SHARE CAPITAL AND RESERVES 427,508.34 142,209.90
------------ ------------
</TABLE>
The accompanying notes form part of these financial statements.
This statement is unaudited - refer attached Compilation Report.
<PAGE>
WARRAWEE SERVICES PTY LIMITED
(FORMERLY KNOWN AS NATIONWIDE HELPLINE SERVICES PTY LTD)
ACN 003 846 544
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1997
This Year Last Year
$ $
- --------------------------------------------------------------------------------
1 Statement of Accounting Policy
These financial statements are a special purpose financial report prepared
for use by directors and members of the company. The directors have determined
that the company is not a reporting entity, and therefore there is no
requirement to apply Accounting Standards and other mandatory professional
reporting requirements (Urgent Issues Group Consensus Views) in the preparation
of these financial statements.
The statements are prepared on an accruals basis from the records of the
company. They are based on historical cost and do not take into account changing
money values or, except where specifically stated, current valuations of
non-current assets.
<TABLE>
<CAPTION>
<S> <C> <C>
2 Trade Debtors
Trade Debtors 440,792.50 278,614.13
IMAN Debtors -- 178,389.00
---------- ----------
440,792.50 457,003.13
---------- ----------
3 Loans - Unsecured
Money in Practice Pty Ltd 40,500.00 21,000.00
Transmedia 1,245.30 --
---------- ----------
41,745.30 21,000.00
---------- ----------
4 Loans - Unsecured
Teletravel Centre 39,114.00 53,114.00
Medical Bus Publish 40,000.00 40,000.00
---------- ----------
79,114.00 93,114.00
---------- ----------
5 Share Investments
Flight Centre Pty Ltd 1,900.00 1,900.00
Teletravel Centre Pty Ltd 141,692.00 20,030.00
The Response Group Pty Ltd 910.00 910.00
---------- ----------
144,502.00 22,840.00
---------- ----------
6 Property, Plant and Equipment
Leasehold Improvements 6,790.00 6,790.00
Less: Accumulated Depreciation 6,790.00 6,790.00
---------- ----------
-- --
---------- ----------
</TABLE>
This statement is unaudited - refer attached compilation Report.
<PAGE>
WARRAWEE SERVICES PTY LIMITED
(FORMERLY KNOWN AS NATIONWIDE HELPLINE SERVICES PTY LTD)
ACN 003 846 544
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1997
<TABLE>
<CAPTION>
This Year Last Year
$ $
- --------------------------------------------------------------------------------
<S> <C> <C>
Motor Vehicles 15,998.00 15,998.00
Less: Accumulated Depreciation 7,510.48 5,046.28
---------- ----------
8,487.52 10,951.72
---------- ----------
Office Furniture & Equipment 100,845.29 94,758.89
Less: Accumulated Depreciation 56,323.58 45,244.00
---------- ----------
44,521.71 49,514.89
---------- ----------
Computer Plant & Equipment 728,861.85 568,703.23
Less: Accumulated Depreciation 560,839.67 484,770.00
---------- ----------
168,022.18 83,933.23
---------- ----------
Plant & Equipment under Hire Purchase 107,614.00 47,170.00
Less: Accumulated Amortisation 42,054.06 7,862.06
---------- ----------
65,559.94 39,307.94
---------- ----------
Total Property, Plant and Equipment 286,591.35 183,707.78
---------- ----------
7 Hire Purchase Liability
Payable Within Twelve Months 42,019.08 18,487.62
Less: Future Finance Charges (5,586.26) (3,713.25)
---------- ----------
36,432.82 14,774.37
---------- ----------
8 Other Payables
Other Payable 8,273.26 7,237.02
Super Payable 6,261.19 --
Payroll Payable 3,500.50 --
Group Tax Payable 28,846.91 22,209.48
---------- ----------
46,881.86 29,446.50
---------- ----------
9 Sundry Accruals
Sundry Accruals 136,256.84 30,521.86
Telephone Accruals 34,778.30 --
---------- ----------
171,035.14 30,521.86
---------- ----------
10 Loans - Unsecured
IMAN 336,843.96 235,833.73
Teletravel Centre 81,466.70 --
---------- ----------
418,310.66 235,833.73
---------- ----------
</TABLE>
This statement is unaudited - refer attached Compilation Report.
<PAGE>
WARRAWEE SERVICES PTY LIMITED
(FORMERLY KNOWN AS NATIONWIDE HELPLINE SERVICES PTY LTD)
ACN 003 846 544
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1997
<TABLE>
<CAPTION>
This Year Last Year
$ $
- --------------------------------------------------------------------------------
<S> <C> <C>
11 Loans - Secured
Bank 89,237.51 --
---------- ----------
12 Provisions
Provision for FBT 6,686.00 6,166.00
Provision for Income Tax 190,974.24 98,745.84
Provision for Annual Leave 53,000.85 36,901.20
---------- ----------
250,661.09 141,813.04
---------- ----------
13 Hire Purchase Liability
Payable Between One and Two Years 31,234.11 26,192.07
Payable Between Two and Five Years 1,960.88 --
Less: Future Finance Charges (1,663.29) (2,014.64)
---------- ----------
31,531.70 24,177.43
---------- ----------
14 Income Tax Expense
Income Tax Payable 1997 190,974.24 98,745.84
Increase/(Reduction) - Provision
for Deferred Tax Liability 6,656.40 (5,777.84)
(Increase)/Reduction - Future
Income Tax Benefit (1,911.69) 24,981.00
---------- ----------
195,718.95 117,949.00
---------- ----------
</TABLE>
This statement is unaudited - refer attached Compilation Report.
<PAGE>
WARRAWEE SERVICES PTY LIMITED
(FORMERLY KNOWN AS NATIONWIDE HELPLINE SERVICES PTY LTD)
ACN 003 846 544
PROFIT AND LOSS STATEMENT
FOR THE YEAR ENDED 30TH JUNE 1997
<TABLE>
<CAPTION>
Note This Year Last Year
$ $
- --------------------------------------------------------------------------------
<S> <C> <C>
INCOME
Commissions Received 10,528.22 40.00
Consulting Fees -- 315.75
Subscribers Fees 3,652,052.09 2,851,440.51
------------ ------------
3,662,580.31 2,851,796.26
------------ ------------
OTHER INCOME
Dividends Received 170.00 70.00
Interest Received 48,154.59 38,615.46
Loss on Sale of Non-current Assets -- (3,627.00)
------------ ------------
48,324.59 35,058.46
------------ ------------
EXPENDITURE
Accountancy Fees 10,232.35 6,724.00
Advertising 658.95 6,340.71
Amortisation 34,192.00 12,027.28
Annual Leave Provided 19,643.21 --
Assist Services 427,647.96 51,111.12
Bad Debts Written Off 36,594.46 --
Bank Charges 2,962.30 915.37
Borrowing Costs -- 750.00
Cleaning 1,480.86 1,763.92
Computer Expenses 39,241.84 44,976.71
Depreciation 89,613.45 117,737.00
Directors' Benefits 1,110.84 --
Donations 500.00 500.00
Entertainment Expenses 34,654.58 27,839.96
Evacuation Fees 8,953.27 5,864.91
Filing Fees 3,516.76 290.00
Finance Lease Charges 8,626.92 4,118.00
Fines 238.30 786.05
Freight & Cartage 1,716.00 1,617.11
Fringe Benefits Tax 27,267.44 26,549.10
General Expenses 17,252.46 5,336.58
Insurance 25,166.41 11,893.86
Interest Paid 10,284.19 16,597.95
Investments Written off 8,338.00 --
Lease Expenditure 7,656.00 1,486.00
Legal Costs 212,445.10 209,815.50
Light & Power 8,414.00 6,522.00
Management & Consulting Fees 59,260.00 304,657.90
Motor Vehicle Expenses 21,996.89 16,781.95
Payroll Tax 39,512.70 25,411.56
Postage 5,606.80 3,797.14
Printing & Stationery 14,744.98 17,453.38
Promotion 2,961.61 16,286.86
Rent 131,900.14 128,946.53
Repairs & Maintenance 6,131.72 6,280.53
</TABLE>
This statement is unaudited - refer attached Compilation Report.
<PAGE>
WARRAWEE SERVICES PTY LIMITED
(FORMERLY KNOWN AS NATIONWIDE HELPLINE SERVICES PTY LTD)
ACN 003 846 544
PROFIT AND LOSS STATEMENT
FOR THE YEAR ENDED 30TH JUNE 1997
<TABLE>
<CAPTION>
Note This Year Last Year
$ $
- --------------------------------------------------------------------------------
<S> <C> <C>
Retainer 53,353.88 55,800.06
Salaries & Wages 1,111,421.43 947,994.95
Staff Amenities 5,720.55 4,711.73
Staff Recruitment & Temps 1,910.40 3,672.66
Staff Training & Welfare 2,760.50 627.50
Stamp Duty 4,005.95 3,720.20
Subscriptions 2,460.10 2,366.34
Superannuation Contributions 65,466.72 45,260.45
Telephone 474,571.15 417,110.96
Teletravel Expenses 111,252.80 849.90
Travelling Expenses 76,441.54 45,592.28
------------ ------------
3,229,887.51 2,608,886.01
------------ ------------
OPERATING PROFIT/(LOSS) 481,017.39 277,968.71
------------ ------------
</TABLE>
The accompanying notes form part of these financial statements.
This statement is unaudited - refer attached Compilation Report.
<PAGE>
WARRAWEE SERVICES PTY LIMITED
(FORMERLY KNOWN AS NATIONWIDE HELPLINE SERVICES PTY LTD)
COMPILATION REPORT
TO WARRAWEE SERVICES PTY LIMITED
Scope
On the basis of information provided by directors of the company we have
compiled in accordance with APS 9 "Statement on Compilation of Financial
Reports" the special purpose financial report of the company for the period
ended 30th June 1997, as set out in the attached Profit and Loss Statements,
Balance Sheet and Notes to and Forming Part of the Financial Statements.
The specific purpose for which the special purpose financial report has been
prepared is set out in Note 1. The extent to which Accounting Standards and UIG
Consensus Views have or have not been adopted in the preparation of the special
purpose financial report is set out in Note 1.
The directors are solely responsible for the information contained in the
special purpose financial report and have determined that the accounting
policies used are consistent with the financial reporting requirements of the
company's constitution and are appropriate to meet the needs of the members of
the company.
Our procedures use accounting expertise to collect, classify and summarise the
financial information, which the directors provided into a financial report. Our
procedures do not include verification or validation procedures. No audit or
review has been performed and accordingly no assurance is expressed.
To the extent permitted by law, we do not accept liability for any loss or
damage which any person, other than the company may suffer arising from any
negligence on our part. No person should rely on the special purpose financial
report without having an audit or review conducted.
The special purpose financial report was prepared for the benefit of the company
and the purpose identified above. We do not accept responsibility to any other
person for the contents of the special purpose financial report.
/s/ Gould Ralph Services Pty Ltd
GOULD RALPH SERVICES PTY LTD
Chartered Accountants
Signed at Sydney
30 January 1998
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544
SPECIAL PURPOSE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1996
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544
INDEX TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1996
<TABLE>
<CAPTION>
<S> <C>
NOTICE OF ANNUAL GENERAL MEETING 1
DIRECTORS' REPORT 2
COMPILATION REPORT 4
STATEMENT BY DIRECTORS 5
BALANCE SHEET 6
PROFIT AND LOSS STATEMENT 8
NOTES TO AND FORMING PART OF 9
THE FINANCIAL STATEMENTS
TRADING & PROFIT AND LOSS ACCOUNT 19
</TABLE>
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the ANNUAL GENERAL MEETING of NATIONWIDE HELPLINE
SERVICES PTY LIMITED will be held at Level 3, 41 McLaren Street, North Sydney on
the ____________ day of __________________________ 1996 at __________a.m./p.m.
BUSINESS
1 To receive, consider and adopt the financial statements of the Company for
the year ended 30th June 1996 together with the report of the Directors
thereon.
2 General: To transact any business that may be lawfully brought forward.
By Order of the Board
/s/ Robert Arthur Swinbourn DATE 10th MARCH 97
- ----------------------------------------
ROBERT ARTHUR SWINBOURN,
Secretary
Page 1
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544
DIRECTORS' REPORT
Your directors submit the financial statements of the company for the year ended
30th June 1996.
DIRECTORS
The names of the directors in office at the date of this report are:
KEVIN JAMES BOSTRIDGE
ROBERT ARTHUR SWINBOURN
PRINCIPAL ACTIVITY
The principal activities of the company during the financial year were provision
of legal and consumer telephone advisory services. No significant change in the
nature of these activities occurred during the year.
TRADING RESULTS
The operating profit after extraordinary items and providing for income tax
amounted to $160,020.
DIVIDENDS
No dividends were paid during the year and no recommendation is made as to
dividends.
OPTIONS
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.
DIRECTORS' BENEFITS
No director has received or become entitled to receive, during or since the
financial year, a benefit because of a contract made by the company, related
entity or a related body corporate with a director, a firm of which a director
is a member or an entity in which a 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 or
related body corporate.
Page 2
<PAGE>
The company has not, during or since the financial year, in respect of any
person who is or has been an officer or auditor of the company or a related body
corporate:
(i) indemnified or made any relevant agreement for indemnifying against a
liability, including costs and expenses in successfully defending legal
proceedings; or
(ii) paid or agreed to pay a premium in respect of a contract insuring against
a liability, for costs or expenses to defend legal proceedings.
Signed in accordance with a resolution of the Board of Directors:
/s/ Kevin James Bostridge
- ----------------------------
KEVIN JAMES BOSTRIDGE
/s/ Robert Arthur Swinbourn
- ----------------------------
ROBERT ARTHUR SWINBOURN
Dated this 10 day of MARCH, 1997
Page 3
<PAGE>
[Letterhead of Carpenter Owens]
COMPILATION REPORT
TO NATIONWIDE HELPLINE SERVICES PTY LIMITED
On the basis of information provided by the Directors of NATIONWIDE HELPLINE
SERVICES PTY LIMITED ("the Client"), we have compiled in accordance with APS 9
"Statement on Compilation of Financial Reports" the special purpose financial
report for the year ended 30th June 1996 as set out in the accompanying Balance
Sheet, Profit and Loss Statement and notes to and forming part of the accounts.
The specific purpose for which the special purpose financial report has been
prepared is set out in Note 1. The extent to which Accounting Standards and UIG
Consensus Views have or have not been adopted in the preparation of the special
purpose financial report is set out in Note 1.
The Directors are solely responsible for the information contained in the
special purpose financial report and have determined that the accounting
policies used are consistent with the financial reporting requirements of th
Client and are appropriate to meet the needs of the members.
Our procedures use accounting expertise to collect, classify and summarise the
financial information, which the Directors provided, into a financial report.
Our procedures do not include verification or validation procedures. No audit or
review has been performed and accordingly no assurance expressed.
To the extent permitted by law, we do not accept liability for any loss or
damage which any person, other than the Client, may suffer arising from any
negligence on our part. No person should rely on the special purpose financial
report without having an audit or review conducted.
The special purpose financial report was prepared for the benefit of the Client
for the members. We do not accept responsibility to any other person for the
contents of the special purpose financial report.
/s/ Carpenter Owens Services (Nsw) Pty Limited
CARPENTER OWENS SERVICES (NSW) PTY LIMITED
/s/ D.W.S. Staples
D.W.S. Staples
Governing Director
Sydney, day of , 1996.
Page 4
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544
STATEMENT BY DIRECTORS
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 there is no requirement to apply Accounting Standards
and other mandatory professional reporting requirements (Urgent Issues Group
Consensus Views) in the preparation of these financial statements. The directors
have determined that this special purpose financial report should be prepared in
accordance with the accounting policies outlined in Note 1 to the accounts.
In the opinion of the directors of the company:
1. (a) The Profit and 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 1996; and
(b) The 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 that 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.
3. (a) The company has kept such accounting records as correctly record and
explain the transactions and financial position of the company;
(b) The company has kept its accounting records in such a manner as
would enable true and fair accounts of the company to be prepared
from time to time;
(c) The company has kept its accounting records in such a manner as
would enable the accounts of the company to be conveniently and
properly audited in accordance with the Corporations Law; and
(d) The accounts have been properly prepared by a competent person.
This statement is made in accordance with a resolution of the Board of Directors
and is signed or and on behalf of the Directors by:
/s/ Kevin James Bostridge
- -----------------------------
KEVIN JAMES BOSTRIDGE
/s/ Robert Arthur Swinbourn
- -----------------------------
ROBERT ARTHUR SWINBOURN
Dated this 10 day of MARCH, 1997
Page 5
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
BALANCE SHEET AS AT 30TH JUNE 1996
<TABLE>
<CAPTION>
1995
NOTE $ $
<S> <C> <C> <C>
CURRENT ASSETS
Cash 5 802,852 290,839
Receivables 6 476,378 296,451
Other 10 21,434 --
---------- ----------
TOTAL CURRENT ASSETS 1,300,664 587,290
---------- ----------
NON-CURRENT ASSETS
Receivables 6 93,114 --
Investments 7 22,840 --
Property, plant and equipment 8 183,708 251,408
Intangibles 9 5,728 518
Other 10 30,001 54,982
---------- ----------
TOTAL NON-CURRENT ASSETS 335,391 306,908
---------- ----------
TOTAL ASSETS 1,636,055 894,198
---------- ----------
CURRENT LIABILITIES
Creditors & borrowings 11 703,984 168,242
Provisions 13 135,647 25,480
Other 12 498,063 114,063
---------- ----------
TOTAL CURRENT LIABILITIES 1,337,694 307,785
---------- ----------
NON-CURRENT LIABILITIES
Creditors & borrowings 11 156,151 159,445
Provisions 13 -- 5,778
Other 12 -- 439,000
---------- ----------
TOTAL NON-CURRENT LIABILITIES 156,151 604,223
---------- ----------
TOTAL LIABILITIES 1,493,845 912,008
---------- ----------
NET ASSETS/(DEFICIT) $ 142,210 $ (17,810)
========== ==========
</TABLE>
The accompanying notes form part of these statements
----------
This statement is to be read in conjunction with the
attached Compilation Report.
Page 6
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
BALANCE SHEET AS AT 30TH JUNE 1996
<TABLE>
<CAPTION>
1995
NOTE $ $
<S> <C> <C> <C>
SHAREHOLDERS' EQUITY
Share Capital 14 1,000 1,000
Retained Profits/(Accumulated Losses) 141,210 (18,810)
---------- ------------
TOTAL SHAREHOLDERS'
EQUITY/(DEFICIENCY) $ 142,210 $ (17,810)
========== ============
</TABLE>
The accompanying notes form part of these statements
----------
This statement is to be read in conjunction with the
attached Compilation Report.
Page 7
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
PROFIT AND LOSS STATEMENT
FOR THE YEAR ENDED 30TH JUNE 1996
<TABLE>
<CAPTION>
1995
NOTE $ $
<S> <C> <C> <C>
Operating profit/(loss) before income tax 2 277,969 (3,094)
Income tax attributable to operating profit
operating profit 4 117,949 (34,214)
---------- ----------
Operating profit/(loss) and extraordinary
items after income tax 160,020 31,120
Retained profits/(accumulated losses) at the
beginning of the financial year (18,810) (49,930)
---------- ----------
Total available for appropriation 141,210 (18,810)
---------- ----------
Retained profits/(accumulated losses) at the
end of the financial year $ 141,210 $ (18,810)
========== ==========
</TABLE>
The accompanying notes form part of these statements
----------
This statement is to be read in conjunction with the
attached Compilation Report.
Page 8
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1996
NOTE 1 - STATEMENT OF ACCOUNTING POLICIES
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 Concept 1: Definition of the Reporting
Entity, and therefore there 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 the disclosure requirements of Schedule 5 of the
Corporations Regulations, and the applicable Accounting Standards with the
exception of the following:
AASB 1005: Financial Reporting by Segments
AASB 1017: Related Party Disclosure
AASB 1026: Statement of Cash Flows
AASB 1028: Accounting for Employee Entitlements
The statements are also prepared on an accruals 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.
The following specific accounting policies, which have been consistent with
prior periods unless otherwise stated, have been adopted in the preparation of
these statements:
Income Tax
The company adopts the liability method of tax effect accounting whereby the
income tax expense shown in the profit and 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 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.
These notes are to be read in conjunction
with the attached Compilation Report.
Page 9
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1996
The amount of these benefits brought to account or which may be realised is
based on the assumption that no adverse change will occur in income taxation
legislation, the anticipation that the company will derive sufficient future
assessable income to enable the benefit to be realised and continues to comply
with the conditions of deductibility imposed by the law.
Property, Plant & 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. All assets, excluding freehold land and buildings are depreciated
over their estimated useful lives or at depreciation rates set by the
Commissioner of Taxation commencing from the time the asset is held ready for
use.
Leases
Leased assets, other than operating leases, where substantially all the risks
and benefits incidental to the ownership of the asset are transferred to the
company, but the legal ownership is not transferred to the company are
classified as finance leases. Finance leases are capitalised recording an asset
and a liability equal to the present value of the minimum lease payments,
including any guaranteed residual values. Lease payments are allocated between
the reduction of the lease liability and the lease interest expense for the
period.
Lease payments for operating leases, where substantially all the risks and
benefits remain with the lessor, are charged as expenses in the periods in which
they are incurred.
Unearned Revenue
The unearned revenue shown in the accounts will be credited to the profit and
loss account on a pro-rata basis over the life of the contract.
Employee Benefits
Provision is made in respect of the company's liability for annual leave and
long service leave arising from services rendered by employees to the reporting
date. The provision for long service leave includes the company's current legal
obligations and the expected future payments where no legal entitlement has
arisen.
Liabilities have not been discounted to their present values.
These notes are to be read in conjunction
with the attached Compilation Report.
Page 10
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1996
Escrow Account
The company operates an Escrow Account on behalf of International Medical
Assistance Network Pty Limited (IMAN), which is taken up as an asset of the
company. Income received by the company, as agent for IMAN, is deposited into
the Escrow Account and a corresponding liability is raised for the amount owing
to IMAN. The company is entitled to reimbursement of its costs for acting as
agent, and providing services on behalf of IMAN, and a share of the profits.
Payment to the company to reimburse it for its costs and profit share is drawn
from the Escrow Account and taken up by the company as income at that time.
These payments reduce the loan account balance owing to IMAN.
<TABLE>
<CAPTION>
1995
$ $
<S> <C> <C>
NOTE 2 - OPERATING PROFIT BEFORE INCOME TAX
HAS BEEN DETERMINED AFTER
CHARGING AS EXPENSES
Amortisation of Capitalised Leases 12,027 14,845
Depreciation Non Current Assets 117,737 127,030
Interest on Capitalised Leases 4,118 8,569
Interest Other Persons 16,598 11,416
Loss on Sale of Non Current Assets 3,627 --
NOTE 3 - OPERATING REVENUE
Other Operating Revenue
Subscribers Fees 2,851,441 1,806,746
Commissions received 40 --
Consulting Fees 315 430
Dividends received 70 --
Interest received 38,616 14,232
------------ ------------
TOTAL OPERATING REVENUE $ 2,890,482 $ 1,821,408
============ ============
</TABLE>
These notes are to be read in conjunction
with the attached Compilation Report.
Page 11
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1996
<TABLE>
<CAPTION>
1995
$ $
<S> <C> <C>
NOTE 4 - INCOME TAX EXPENSE
Future Income Tax Benefit
The future income tax benefit comprises:
Retainer Medical 1,440 --
Acrued Superannuation 1,512 --
Difference in Depreciation for
Tax & Accounting Purposes 5,544 --
Accrual of Audit Fees 1,980 1,650
Retainer Legal 4,140 --
Provision for Annual Leave 13,285 8,408
Tax Losses -- 42,824
-------- --------
$ 27,901 $ 52,882
======== ========
Increase/(Decrease) in Future Income Tax Benefit
Income Tax Benefit $(24,981) $ 30,919
======== ========
Deferred Tax Liability
The deferred tax liability comprises:
Difference in Depreciation for
Tax & Accounting Purposes $ -- $ 5,778
======== ========
(Increase)/Decrease in Deferred Tax Liability
Deferred Tax Liability $ 5,778 $ 3,295
======== ========
</TABLE>
These notes are to be read in conjunction
with the attached Compilation Report.
Page 12
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1996
<TABLE>
<CAPTION>
1995
$ $
<S> <C> <C>
Income Tax Expense
Income tax expense has been calculated at 36% (1995 - 33%)
Prima Facie Tax Payable 100,069 (1,021)
ADD
Non-Allowable Depreciation -- 7,011
Adjustment to Deferred Tax
Liability at 1st July 1994 -- 343
Amortisation of Leased Assets 4,329 4,899
Entertainment 3,753 1,441
Interest on Leased Assets 517 2,461
Legal Expenses 20,906 5,940
Non-allowable expenses 463 --
SUBTRACT
Fringe Benefits Tax - 1994
Accrual -- (1,980)
Lease Payments (7,806) (10,765)
ADJUSTMENTS TO FITB & DTL
FITB not previously brought to
account -- (42,543)
FITB & PDITL restated to 36% (4,282) --
-------- --------
Income Tax Expense/(Benefit) 117,949 (34,214)
Increase/(Decrease) in Future Income Tax Benefit
Income Tax Benefit (24,981) 30,919
(Increase)/Decrease in Deferred Tax Liability
Deferred Tax Liability 5,778 3,295
-------- --------
Provision for Income Tax $ 98,746 $ --
======== ========
NOTE 5 - CASH
Cash on Hand 200 100
Cash at Bank 434,407 194,704
IMAN Escrow Bank Account 57,445 96,035
Cash on Deposit 310,800 --
-------- --------
$802,852 $290,839
======== ========
</TABLE>
These notes are to be read in conjunction
with the attached Compilation Report.
Page l3
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1996
<TABLE>
<CAPTION>
1995
$ $
<S> <C> <C>
NOTE 6 - RECEIVABLES
CURRENT
Trade Debtors 278,614 287,001
IMAN Debtors 178,389 --
Other Debtors (2,120) 9,450
Loans - Unsecured
Money in Practice Pty Ltd 21,000 --
Directors' loans 495 --
-------- --------
$476,378 $296,451
======== ========
NON-CURRENT
Loans Unsecured
Teletravel Centre Pty Ltd 53,114 --
Money in Practice Pty Ltd 40,000 --
-------- --------
$ 93,114 $ --
======== ========
NOTE 7 - INVESTMENTS
NON-CURRENT
Shares in Private Companies
at Cost
Flight Centre Pty Ltd
-2000 shares 1,900 --
Teletravel Centre Pty Ltd
- 14502 shares 20,030 --
The Response Group Pty Ltd
Trading as Warranty Assistance Australia 910 --
-------- --------
$ 22,840 $ --
======== ========
</TABLE>
These notes are to be read in conjunction
with the attached Compilation Report.
Page l4
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1996
<TABLE>
<CAPTION>
1995
$ $
<S> <C> <C>
NOTE 8 - PROPERTY, PLANT AND EQUIPMENT
Plant and Equipment Unde Hire
Purchase 47,170 56,998
Less: Accumulated Depreciation 7,862 27,991
-------- --------
39,308 29,007
-------- --------
Motor Vehicles 15,998 13,416
Less: Accumulated Depreciation 5,046 2,244
-------- --------
10,952 11,172
-------- --------
Furniture & Equipment 94,759 81,571
Less: Accumulated Depreciation 45,244 29,025
-------- --------
49,515 52,546
-------- --------
Leasehold Improvements 6,790 6,790
Less: Accumulated Depreciation 6,790 6,790
-------- --------
-- --
-------- --------
Computer Plant & Equipment 568,703 545,120
Less: Accumulated Depreciation 484,770 386,437
-------- --------
83,933 158,683
-------- --------
$183,708 $251,408
======== ========
NOTE 9 - INTANGIBLES
Hire Purchase Term Charges $ 5,728 $ 518
======== ========
</TABLE>
These notes are to be read in conjunction
with the attached Compilation Report.
Page 15
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1996
<TABLE>
<CAPTION>
1995
$ $
<S> <C> <C>
NOTE 10 - OTHER ASSETS
CURRENT
Prepayments $ 21,434 $ --
======== ========
NON-CURRENT
S.C.C. Security Deposit 1,900 1,900
Cabcharge Security Deposit 200 200
Future Income Tax Benefit 27,901 52,882
-------- --------
$ 30,001 $ 54,982
======== ========
NOTE 11 - CREDITORS AND BORROWINGS
CURRENT
Trade Creditors 383,527 34,091
Accrued Fringe Benefits Tax 6,166 4,282
Other creditors and accruals 7,237 --
Accrued Expenses 52,731 --
Hire Purchase Instalments 18,489 12,149
Lease Liability -- 21,685
Other loans - Unsecured
International Medical
Assistance Network Pty Limited (IMAN) 235,834 96,035
-------- --------
$703,984 $168,242
======== ========
NON-CURRENT
Bank Loans - Unsecured 129,959 159,445
Hire Purchase Instalments 26,192 --
-------- --------
$156,151 $159,445
======== ========
</TABLE>
The State Bank Term Loan has been secured by a personal guarantee by K Bostridge
and S Bostridge.
These notes are to be read in conjunction
with the attached Compilation Report.
Page 16
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1996
<TABLE>
<CAPTION>
1995
$ $
<S> <C> <C>
NOTE 12 - OTHER LIABILITIES
CURRENT
Unearned Income $ 498,063 $ 114,063
========== ==========
NON-CURRENT
Unearned Income $ -- $ 439,000
========== ==========
NOTE 13 - PROVISIONS
CURRENT
Provision for Income Tax 98,746 --
Provision for Annual Leave 36,901 25,480
---------- ----------
$ 135,647 $ 25,480
========== ==========
NON-CURRENT
Provision for Deferred Income
Tax $ -- $ 5,778
========== ==========
NOTE 14 - SHARE CAPITAL
AUTHORISED CAPITAL
1,000,000 Ordinary shares of
$1.00 each $1,000,000 $1,000,000
========== ==========
ISSUED CAPITAL
1,000 Ordinary shares of $1.00
each fully paid $ 1,000 $ 1,000
========== ==========
</TABLE>
These notes are to be read in conjunction
with the attached Compilation Report.
Page 17
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1996
<TABLE>
<CAPTION>
1995
$ $
<S> <C> <C>
NOTE 15 - CAPITAL AND LEASING COMMITMENTS
Finance Lease Commitments
Payable not later than 1 year -- 21,820
Less future finance charges -- (135)
-------- --------
Total Lease Liability $ -- $ 21,685
======== ========
Current Lease Liability $ -- $ 21,685
======== ========
Hire Purchase Commitments
Payable not later than 1 year 18,489 12,149
Payable later than 1 year but
not later than 2 years 18,489 --
Payable later than 2 years but
not later than 5 years 7,703 --
-------- --------
Total Hire Purchase Commitments $ 44,681 $ 12,149
======== ========
Current Hire Purchase Liability 18,489 12,149
Non-Current Hire Purchase Liability 26,192 --
-------- --------
$ 44,681 $ 12,149
======== ========
Operating Lease Commitments
Non-cancellable operating leases
contracted for but not capitalised
in the financial statements:
Payable not later than 1 year 129,837 128,657
Payable later than 1 year but
not later than 2 years -- 128,657
Payable later than 2 years but
not later than 5 years -- 182,265
======== ========
$129,837 $439,579
======== ========
</TABLE>
These notes are to be read in conjunction
with the attached Compilation Report.
Page 18
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30TH JUNE 1996
FOR THE YEAR ENDED 30TH JUNE 1996
<TABLE>
<CAPTION>
1995
NOTE $ $
<S> <C> <C>
INCOME
Subscribers Fees 2,851,441 1,806,746
Commissions received 40 --
Consulting Fees 315 430
Dividends received 70 --
Interest received 38,616 14,232
--------- ---------
TOTAL INCOME 2,890,482 1,821,408
EXPENSES
Accountancy Fees 6,724 14,149
Advertising 22,628 --
Amortisation of Leased Assets 12,027 14,845
Assistant Services 51,111 --
Bank Charges 916 2,144
Borrowing expenses 750 500
Cleaning and Waste 1,764 624
Commission Paid to Bancorp P/L -- 24,457
Computer R&M/Devel. - Soft Ass 44,976 29,735
Depreciation 117,737 127,030
Donations 500 50
Electricity Expense 6,522 5,786
Entertainment Expenses 27,840 5,883
Evacuation Fees -
Non-Recoverable 5,865 1,247
Filing Fees 290 175
Freight and Courier 1,617 769
Fringe Benefits Tax 26,549 15,411
General Expenses 5,337 9,729
Insurance 11,894 14,959
Interest - Bank 16,598 11,416
Finance Charges on Leased
Assets 4,118 8,569
Leasing payments 1,118 --
Legal Costs 58,071 18,000
Legal Retainers 151,745 140,337
Loss on sale of property,
plant and equipment 3,627 --
Management & Consulting Fees 304,658 213,453
Motor Vehicle Expenses 17,149 15,112
Payroll Tax 25,412 9,968
Postage 3,797 2,254
Printing and Stationery 17,453 8,169
Rent - Premises 124,795 89,320
Rent - Plant & Equipment 4,152 4,017
Repairs and Maintenance 6,280 5,674
Retainer - Acctg 9,390 17,975
Retainer - MBA -- (50)
Retainer - Medical 44,918 9,609
</TABLE>
This statement is to be read in conjunction with the
attached Compilation Report.
Page 19
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30TH JUNE 1996
<TABLE>
<CAPTION>
1995
NOTE $ $
<S> <C> <C>
Research and development costs 1,492 --
Salaries 948,781 677,739
Staff Amenities 4,712 2,626
Staff Training 628 400
Staff Recruitment & Temps 3,672 550
Subscriptions/Publications 2,367 1,976
Superannuation Contributions 45,260 25,498
State & Govt. Duty 3,720 2,821
Telephone 417,111 283,981
Travelling Expenses 46,442 7,595
----------- -----------
TOTAL EXPENSES 2,612,513 1,824,502
----------- -----------
OPERATING PROFIT/(LOSS) BEFORE
INCOME TAX $ 277,969 $ (3,094)
=========== ===========
</TABLE>
This statement is to be read in conjunction with the
attached Compilation Report.
Page 20
<PAGE>
Carpenter Owens
================================================================================
- ---------------------------------------------
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1995
- ---------------------------------------------
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544
INDEX TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1995
<TABLE>
<CAPTION>
<S> <C>
NOTICE OF ANNUAL GENERAL MEETING 1
DIRECTORS' REPORT 2
DISCLAIMER 4
STATEMENT BY DIRECTORS 5
BALANCE SHEET 6
PROFIT AND LOSS STATEMENT 7
NOTES TO AND FORMING PART OF 8
THE FINANCIAL STATEMENTS
TRADING & PROFIT AND LOSS ACCOUNT 17
</TABLE>
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the ANNUAL GENERAL MEETING of NATIONWIDE HELPLINE
SERVICES PTY LIMITED will be held at Level 3, 41 McLaren Street, North Sydney on
the 18th day of December, 1995 at 10:30 a.m.
BUSINESS
1. To receive, consider and adopt the financial statements of the Company for
the year ended 30th June 1995 together with the report of the Directors
thereon.
2. General: To transact any business that may be lawfully brought forward.
By Order of the Board
/s/ Kaye Yaager 4-12-95
- ------------------------
KAYE YAAGER, DATE
Secretary
Page 1
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544
DIRECTORS' REPORT
Your directors submit the financial statements of the company for the year ended
30th June 1995.
DIRECTORS
The names of the directors in office at the date of this report are:
KEVIN BOSTRIDGE
ROBERT SWINBOURN
PRINCIPAL ACTIVITY
The principal activities of the company during the financial year were provision
of legal and consumer telephone advisory services. No significant change in the
nature of these activities occurred during the year.
TRADING RESULTS
The operating profit after extraordinary items and providing for income tax
amounted to $31,120.
DIVIDENDS
No dividends were paid during the year and no recommendation is made as to
dividends.
OPTIONS
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.
DIRECTORS' BENEFITS
No director has received or become entitled to receive, during or since the
financial year, a benefit because of a contract made by the company, related
entity or a related body corporate with a director, a firm of which a director
is a member or an entity in which a director has a substantial financial
interest, except for Mr T Chambers who is a director and shareholder of Revdale
Pty Limited, a company which has received consulting fees from the company in
respect of services provided in prior years. 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 or related body corporate.
Page 2
<PAGE>
The company has not, during or since the financial year, in respect of any
person who is or has been an officer or auditor of the company or a related body
corporate:
(i) indemnified or made any relevant agreement for indemnifying against a
liability, including costs and expenses in successfully defending legal
proceedings; or
(ii) paid or agreed to pay a premium in respect of a contract insuring against
a liability, for costs or expenses to defend legal proceedings.
Signed in accordance with a resolution of the Board of Directors:
/s/ Kevin Bostridge
- -----------------------
KEVIN BOSTRIDGE
/s/ Robert Swinbourn
- -----------------------
ROBERT SWINBOURN
Dated this 4 day of December, 1995.
Page 3
<PAGE>
[LETTERHEAD OF CARPENTER OWENS]
DISCLAIMER
We have prepared the accompanying balance sheet at 30th June 1995, and the
related profit and loss account for the year then ended, from the books and
records of NATIONWIDE HELPLINE SERVICES PTY LIMITED and from other information
provided by the directors of the company. The accounts have been prepared at the
request of and exclusively for the use and benefit of the company and its
directors. The company is not a reporting entity as defined by Accounting
Standards. Therefore the financial statements have not been prepared as a
general purpose financial report in accordance with Statements of Accounting
Concepts and Accounting Standards. The accounts have been prepared on a basis
consistent with that set out in Note 1.
Under the terms of our engagement we have not audited the accounting records of
NATIONWIDE HELPLINE SERVICES PTY LIMITED or these accounts. Accordingly we
express no opinion on whether the accounts represent a true and fair view of the
position or of the years trading and no warranty of accuracy or reliability is
given. Neither the firm nor any member or employee of the firm undertakes
responsibility in any way whatsoever to any person (other than NATIONWIDE
HELPLINE SERVICES PTY LIMITED) in respect of the Accounts, including any errors
or omissions therein however caused.
/s/ Carpenter Owens Services (NSW) Pty Limited
CARPENTER OWENS SERVICES (NSW) PTY LIMITED
/s/ D.W.S. Staples
D.W.S. Staples
Governing Director
Sydney, 4th day of December, 1995.
Page 4
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544
STATEMENT BY DIRECTORS
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 there is no requirement to apply accounting standards in
the preparation of these financial statements. The directors have determined
that this special purpose financial report should be prepared in accordance with
the accounting policies outlined in Note 1 to the accounts.
In the opinion of the directors of the company:
1. (a) The Profit and 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; and
(b) The 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 that 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.
3. (a) The company has kept such accounting records as correctly record and
explain the transactions and financial position of the company;
(b) The company has kept its accounting records in such a manner as
would enable true and fair accounts of the company to be prepared
from time to time;
(c) The company has kept its accounting records in such a manner as
would enable the accounts of the company to be conveniently and
properly audited in accordance with the Corporations Law; and
(d) The accounts have been properly prepared by a competent person.
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:
/s/ Kevin Bostridge
- -----------------------
KEVIN BOSTRIDGE
/s/ Robert Swinbourn
- -----------------------
ROBERT SWINBOURN
Dated this 4 day of December, 1995.
Page 5
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
BALANCE SHEET AS AT 30TH JUNE 1995
<TABLE>
<CAPTION>
1994
NOTE $ $
<S> <C> <C> <C>
CURRENT ASSETS
Cash 5 290,839 206,535
Receivables 6 296,451 158,789
--------- ---------
TOTAL CURRENT ASSETS 587,290 365,324
--------- ---------
NON-CURRENT ASSETS
Property, plant and equipment 7 251,408 355,379
Intangibles 8 518 -
Other 9 54,982 24,063
--------- ---------
TOTAL NON-CURRENT ASSETS 306,908 379,442
--------- ---------
TOTAL ASSETS 894,198 744,766
--------- ---------
CURRENT LIABILITIES
Creditors & borrowings 10 168,242 88,532
Provisions 12 25,480 9,173
Other 11 114,063 665,233
--------- ---------
TOTAL CURRENT LIABILITIES 307,785 762,938
--------- ---------
NON-CURRENT LIABILITIES
Creditors & borrowings 10 159,445 21,685
Provisions 12 5,778 9,073
Other 11 439,000 -
--------- ---------
TOTAL NON-CURRENT LIABILITIES 604,223 30,758
--------- ---------
TOTAL LIABILITIES 912,008 793,696
--------- ---------
NET ASSETS/(DEFICIT) $ (17,810) $ (48,930)
========= =========
SHAREHOLDERS' EQUITY
Share Capital 13 1,000 1,000
Retained Profits/(Accumulated Losses) (18,810) (49,930)
--------- ---------
TOTAL SHAREHOLDERS'
EQUITY/(DEFICIENCY) $ (17,810) $ (48,930)
========= =========
</TABLE>
The accompanying notes form part of these statements
-----
This statement is to be read in conjunction with the
attached accountant's disclaimer
Page 6
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
PROFIT AND LOSS STATEMENT
FOR THE YEAR ENDED 30TH JUNE 1995
<TABLE>
<CAPTION>
1994
NOTE $ $
<S> <C><C> <C>
Operating profit/(loss) before income tax 2 (3,094) 628,976
Income tax attributable to operating profit
operating profit 4 (34,214) 3,543
--------- ---------
Operating profit/(loss) and extraordinary
items after income tax 31,120 625,433
Retained profits/(accumulated losses) at the
beginning of the financial year (49,930) (691,796)
--------- ---------
Total available for appropriation (18,810) (66,363)
Other appropriations - (16,433)
--------- ---------
Retained profits/(accumulated losses) at the
end of the financial year $ (18,810) $ (49,930)
========= =========
</TABLE>
The accompanying notes form part of these statements
-----
This statement is to be read in conjunction with the
attached accountant's disclaimer
Page 7
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1995
NOTE 1 - STATEMENT OF ACCOUNTING POLICIES
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 Concept 1: Definition of the Reporting
Entity, and therefore there 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 the disclosure requirements of Schedule 5 of the
Corporations Regulations, and the applicable Accounting Standards with the
exception of the following:
AASB 1005: Financial Reporting by Segments
AASB 1017: Related Party Disclosure
AASB 1026: Statement of Cash Flows
AASB 1028: Accounting for Employee Entitlements
The statements are also prepared on an accruals 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.
The following specific accounting policies, which have been consistent with
prior periods unless otherwise stated, have been adopted in the preparation of
these statements:
Income Tax
The company adopts the liability method of tax effect accounting whereby the
income tax expense shown in the profit and 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 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.
Page 8
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1995
The amount of these benefits brought to account or which may be realised is
based on the assumption that no adverse change will occur in income taxation
legislation, the anticipation that the company will derive sufficient future
assessable income to enable the benefit to be realised and continues to comply
with the conditions of deductibility imposed by the law.
Property, Plant & 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. All assets, excluding freehold land and buildings are depreciated
over their estimated useful lives or at depreciation rates set by the
Commissioner of Taxation commencing from the time the asset is held ready for
use.
Leases
Leased assets, other than operating leases, where substantially all the risks
and benefits incidental to the ownership of the asset are transferred to the
company, but the legal ownership is not transferred to the company are
classified as finance leases. Finance leases are capitalised recording an asset
and a liability equal to the present value of the minimum lease payments,
including any guaranteed residual values. Lease payments are allocated between
the reduction of the lease liability and the lease interest expense for the
period.
Lease payments for operating leases, where substantially all the risks and
benefits remain with the lessor, are charged as expenses in the periods in which
they are incurred.
Unearned Revenue
The unearned revenue shown in the accounts will be credited to the profit and
loss account on a pro-rata basis over the life of the contract.
Employee Benefits
Provision is made in respect of the company's liability for annual leave and
long service leave arising from services rendered by employees to the reporting
date. The provision for long service leave includes the company's current legal
obligations and the expected future payments where no legal entitlement has
arisen.
Liabilities have not been discounted to their present values.
Page 9
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1995
Escrow Account
The company operates an Escrow Account on behalf of International Medical
Assistance Network Pty Limited (IMAN), which is taken up as an asset of the
company. Income received by the company, as agent for IMAN, is deposited into
the Escrow Account and a corresponding liability is raised for the amount owing
to IMAN. The company is entitled to reimbursement of its costs for acting as
agent, and providing services on behalf of IMAN, and a share of the profits.
Payment to the company to reimburse it for its costs and profit share is drawn
from the Escrow Account and taken up by the company as income at that time.
These payments reduce the loan account balance owing to IMAN.
<TABLE>
<CAPTION>
1994
$ $
<S> <C> <C>
NOTE 2 - OPERATING PROFIT BEFORE INCOME TAX
HAS BEEN DETERMINED AFTER
CREDITING AS REVENUE
Profit on Sale of Non Current Assets - 2,935
CHARGING AS EXPENSES
Amortisation of Capitalised Leases 14,845 23,039
Depreciation Non Current Assets 127,030 128,295
Directors Emoluments Full Time - 43,669
Directors Emoluments Other - 2,989
Interest on Capitalised Leases 8,569 17,281
Interest Other Persons 11,416 2,362
Legal retainers 140,337 202,361
NOTE 3 - OPERATING REVENUE
Other Operating Revenue
Subscribers Fees 1,806,746 2,133,362
Consulting Fees 430 653
Fees Received - 234
Interest received 14,232 6,227
Net Rental Income - 6,538
----------- -----------
TOTAL OPERATING REVENUE $ 1,821,408 $ 2,147,014
=========== ===========
</TABLE>
Page 10
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1995
<TABLE>
<CAPTION>
1994
$ $
<S> <C> <C>
NOTE 4 - INCOME TAX EXPENSE
(a) Future Income Tax Benefit:
Future income tax benefit comprises:-
Accounting Accrual 1,650 2,706
Provision for Annual Leave 8,408 3,027
Tax Losses 42,824 16,230
--------- ---------
$ 52,882 $ 21,963
--------- ---------
Net increase/(decrease) for the
year credited/(debited) as future
income tax expense in the profit
and loss account $ 30,919 $ 3,544
--------- ---------
(b) Provision for Deferred Income Tax:
Provision for deferred income tax comprises:-
Differences in Depreciation of
Fixed Assets for Accounting and
Income Tax purposes 5,778 9,073
--------- ---------
$ 5,778 $ 9,073
--------- ---------
Net decrease/(increase) for the
year credited/(debited) as deferred
income tax expense in the profit
and loss account $ 3,295 $ (7,087)
--------- ---------
</TABLE>
Page 11
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1995
<TABLE>
<CAPTION>
1994
$ $
<S> <C> <C>
(c) Income Tax Expense:
The prima facie tax payable on operating profit is reconciled to the income tax
provided in the accounts as follows:
Prima facie tax payable on
operating profit before income tax
at 33% (1994 - 33%) (1,021) 207,562
Add
Abnormal Items - 8
Non-Allowable Depreciation 7,011 10,046
Fringe Benefits Tax - 10,704
Adjustment to Deferred Tax
Liability at 1st July 1994 343 -
Amortisation of Leased Assets 4,899 7,603
Entertainment 1,441 2,574
Interest on Leased Assets 2,461 5,703
Legal Expenses 5,940 1,606
-------- --------
21,074 245,806
Subtract
Fringe Benefits Tax - 1994
Accrual (1,980) -
Lease Payments (10,765) (17,009)
Profit on Sale of Fixed Assets - (771)
FITB not previously brought
to account (42,543) (224,483)
-------- --------
Income Tax Expense/(Benefit) (34,214) 3,543
Increase/(decrease) in items
contributing to future income tax
benefit 30,919 3,544
Decrease/(increase) in items
contributing to deferred income tax
liability 3,295 (7,087)
-------- --------
Provision for Income Tax $- $-
-------- --------
</TABLE>
Page 12
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1995
<TABLE>
<CAPTION>
1994
$ $
<S> <C> <C>
NOTE 5 - CASH
Cash on Hand 100 100
Cash at Bank 194,704 206,435
IMAN Escrow Bank Account 96,035 -
---------- ----------
$ 290,839 $ 206,535
========== ==========
NOTE 6 - RECEIVABLES
Current
Trade Debtors 287,001 149,867
Other Debtors 9,450 6,452
Loan - Revdale Pty Ltd - 2,470
---------- ----------
$ 296,451 $ 158,789
========== ==========
NOTE 7 - PROPERTY, PLANT AND EQUIPMENT
Plant and Equipment Under
Lease 56,998 159,601
Less: Accumulated Amortisation 27,991 85,041
---------- ----------
29,007 74,560
---------- ----------
Motor Vehicles 13,416 13,416
Less: Accumulated Depreciation 2,244 232
---------- ----------
11,172 13,184
---------- ----------
Furniture & Equipment 81,571 58,843
Less: Accumulated Depreciation 29,025 17,771
---------- ----------
52,546 41,072
---------- ----------
Leasehold Improvements 6,790 6,790
Less: Accumulated Depreciation 6,790 6,448
---------- ----------
- 342
---------- ----------
Computer Plant & Equipment 545,120 499,236
Less: Accumulated Depreciation 386,437 273,015
---------- ----------
158,683 226,221
---------- ----------
$ 251,408 $ 355,379
========== ==========
</TABLE>
Page 13
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1995
<TABLE>
<CAPTION>
1994
$ $
<S> <C> <C>
NOTE 8 - INTANGIBLES
Hire Purchase Term Charges $ 518 $ -
======== ========
NOTE 9 - OTHER ASSETS
Non-Current
S.C.C. Security Deposit 1,900 1,900
Cabcharge Security Deposit 200 200
Future Income Tax Benefit 52,882 21,963
-------- --------
$ 54,982 $ 24,063
======== ========
NOTE 10 - CREDITORS AND BORROWINGS
Current
Trade Creditors 34,091 26,661
Accrued Fringe Benefits Tax 4,282 6,000
Hire Purchase Instalments 12,149 -
Lease Liability 21,685 55,871
Other loans - Unsecured
International Medical
Assistance Network Pty Limited 96,035 -
-------- --------
$168,242 $ 88,532
======== ========
Non-Current
Bank Loans - Unsecured 159,445 -
Lease Liability - 21,685
-------- --------
$159,445 $ 21,685
======== ========
The State Bank Term Loan has been secured by a personal guarantee by K Bostridge
and S Bostridge.
NOTE 11 - OTHER LIABILITIES
Current
Unearned Income $114,063 $665,233
======== ========
Non-Current
Unearned Income $439,000 $ -
======== ========
</TABLE>
Page 14
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1995
<TABLE>
<CAPTION>
1994
$ $
<S> <C> <C>
NOTE 12 - PROVISIONS
Current
Provision for Annual Leave $ 25,480 $ 9,173
========== ==========
Non-Current
Provision for Deferred Income
Tax $ 5,778 $ 9,073
========== ==========
NOTE 13 - SHARE CAPITAL
AUTHORISED CAPITAL
1,000,000 Ordinary shares of
$1.00 each $1,000,000 $1,000,000
========== ==========
ISSUED CAPITAL
1,000 Ordinary shares of $1.00
each fully paid $ 1,000 $ 1,000
========== ==========
</TABLE>
Page 15
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 1995
<TABLE>
<CAPTION>
1994
$ $
<S> <C> <C>
NOTE 14 - CAPITAL AND LEASING COMMITMENTS
Finance Lease Commitments
Payable not later than 1 year 21,820 63,330
Payable later than 1 year but
not later than 2 years - 21,820
--------- ---------
Minimum lease payments 21,820 85,150
Less future finance charges (135) (7,594)
--------- ---------
Total Lease Liability $ 21,685 $ 77,556
========= =========
Current Lease Liability 21,685 55,871
Non-Current Lease Liability - 21,685
--------- ---------
$ 21,685 $ 77,556
========= =========
Hire Purchase Commitments
Payable not later than 1 year $ 12,149 $ -
========= =========
Current Hire Purchase Liability $ 12,149 $ -
========= =========
Operating Lease Commitments
Non-cancellable operating leases
contracted for but not capitalised
in the financial statements:
Payable not later than 1 year 128,657 93,547
Payable later than 1 year but
not later than 2 years 128,657 128,657
Payable later than 2 years but
not later than 5 years 182,265 257,315
Payable later than 5 years - 53,607
--------- ---------
$ 439,579 $ 533,126
========= =========
</TABLE>
Page 16
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30TH JUNE 1995
<TABLE>
<CAPTION>
1994
NOTE $ $
<S> <C> <C>
INCOME
Subscribers Fees 1,806,746 2,133,362
Consulting Fees 430 653
Fees Received - 234
Interest received 14,232 6,227
Profit on Sale of Property,
Plant and Equipment - 2,935
Net Rental Income - 6,538
---------- ----------
TOTAL INCOME 1,821,408 2,149,949
EXPENSES
Accountancy Fees 14,149 17,439
Amortisation of Leased Assets 14,845 23,039
Bank Charges 2,144 530
Borrowing expenses 500 -
Cleaning and Waste 624 1,175
Commission Paid 24,457 9,544
Conferences & Seminars - 2,035
Computer Soft. Admin - 1,412
Computer R&M/Devel. - Soft Ass 29,735 10,372
Computer R&M NEC - 25,561
Depreciation 127,030 128,295
Directors' Benefits - 43,669
Directors/Shareholders Mtgs - 2,989
Donations 50 -
Electricity Expense 5,786 5,243
Entertainment Expenses 5,883 8,452
Evacuation Fees -
Non-Recoverable 1,247 -
Filing Fees 175 125
Freight and Courier 769 943
Fringe Benefits Tax 15,411 32,435
General Expenses 9,729 16,022
Insurance 14,959 15,757
Interest - Other - 2,346
Interest - Bank 11,416 16
Finance Charges on Leased
Assets 8,569 17,281
Legal Costs 18,000 18,071
Legal Retainers 140,337 202,361
Management & Consulting Fees 213,453 51,245
Motor Vehicle Expenses 15,112 25,100
Payroll Tax 9,968 5,402
Postage 2,254 1,679
Printing and Stationery 8,169 10,050
Rent - Premises 89,320 37,875
Rent - Plant & Equipment 4,017 5,098
Repairs and Maintenance 5,674 5,713
</TABLE>
This statement is to be read in conjunction with the
attached Accountant's Disclaimer
Page 17
<PAGE>
NATIONWIDE HELPLINE SERVICES PTY LIMITED
A.C.N. 003 846 544 UNAUDITED
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30TH JUNE 1995
<TABLE>
<CAPTION>
1994
NOTE $ $
<S> <C> <C>
Retainer - Acctg 17,975 2,200
Retainer - MBA (50) 5,130
Retainer - Medical 9,609 -
Salaries 677,739 519,090
Staff Amenities 2,626 2,290
Staff Training 400 1,633
Staff Recruitment & Temps. 550 5,913
Subscriptions/Publications 1,976 1,767
Superannuation Contributions 25,498 15,115
State & Govt. Duty 2,821 3,003
Telephone 283,981 222,598
Travelling Expenses 7,595 14,935
Abnormal Item - 25
---------- ----------
TOTAL EXPENSES 1,824,502 1,520,973
---------- ----------
OPERATING PROFIT/(LOSS) BEFORE
INCOME TAX $ (3,094) $ 628,976
========== ==========
</TABLE>
This statement is to be read in conjunction with the
attached Accountant's Disclaimer
Page 18
