-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N9fD1u18xLEEtmKPZ+O+viaCyVeMxrY3OaltrhGVx6jCc6S4VXCzpWopIpHCq1z2 FRXmAKNw1WyVCydeLmwEMA== 0000950136-98-002120.txt : 19981028 0000950136-98-002120.hdr.sgml : 19981028 ACCESSION NUMBER: 0000950136-98-002120 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980601 ITEM INFORMATION: FILED AS OF DATE: 19981027 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOLLE INC CENTRAL INDEX KEY: 0001049588 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 133934135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-23899 FILM NUMBER: 98731335 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE STREET 2: STE B 302 CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149679400 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD AVE STREET 2: STE B 302 CITY: RYE STATE: NY ZIP: 10580 8-K/A 1 AMENDED FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 1998 ------------ BOLLE INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-23899 13-3934135 -------- --------- ---------- (State of (Commission (IRS Employer Incorporation) File Number) Identification No.) Suite B-302, 555 Theodore Fremd Avenue, Rye, New York 10580 - ----------------------------------------------------- ----- (Address of principal executive offices) Zip Code Registrant's telephone number, including area code: (914) 967-9475 -------------- Not Applicable -------------- (Former name or former address, if changed from last report) Page 1 of 19. Index to Financial Statements at page 3. 1 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS The following financial Statements are filed as part of this Report. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED: The unaudited interim financial statements of Bill Bass Optical Pty Limited as of and for the six months ended December 31, 1997, required to be provided by Rule 3-05(b) of Regulation S-X. 2 BILL BASS OPTICAL PTY LIMITED A.C.N. 005 741 300 CONSOLIDATED FINANCIAL STATEMENTS FOR THE 6 MONTHS ENDED 31 DECEMBER 1997 UNAUDITED 3 BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES FINANCIAL STATEMENTS FOR THE 6 MONTHS ENDED 31 DECEMBER 1997 A.C.N: 005 741 300 CONTENTS PAGE Profit and loss account 1 Balance sheet 2 Notes to and forming part of the financial statements 3-13 4 BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES PROFIT AND LOSS STATEMENT 6 MONTHS ENDED 31 DECEMBER 1997 NOTE CONSOLIDATED 31/12/97 $A Operating revenue 2 13,767,031 =========== Operating profit before income tax 3 1,359,792 Income tax expense attributable to operating result 4 565,862 ----------- Operating profit after income tax 793,930 Retained profits at the beginning 5,643,204 ----------- Total available for appropriation 6,437,134 ----------- Dividends paid 19 75,000 Retained profit at the end 6,362,134 =========== The Profit and Loss Statement should be read in conjunction with the following notes. 5 BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES BALANCE SHEET AS AT 31 DECEMBER 1997 NOTE CONSOLIDATED 31/12/97 $A CURRENT ASSETS Cash 1,134,397 Receivables 5 7,094,048 Inventories 6 3,344,509 Other 7 129,725 ------------- TOTAL CURRENT ASSETS 11,702,679 ------------- NON-CURRENT ASSETS Investments 8 23,274 Property, plant and equipment 9 414,991 Intangibles 10 997,500 Other 11 32,166 ------------- TOTAL NON-CURRENT ASSETS 1,467,931 ------------- TOTAL ASSETS 13,170,610 ------------- CURRENT LIABILITIES Accounts Payable 12 3,490,264 Borrowings 13 2,000,000 Provisions 14 968,073 ------------- TOTAL CURRENT LIABILITIES 6,458,337 ------------- NON-CURRENT LIABILITIES Accounts Payable 15 151,126 Provisions 16 85,208 ------------- TOTAL NON-CURRENT LIABILITIES 236,334 ------------- TOTAL LIABILITIES 6,694,671 ------------- NET ASSETS 6,475,939 ============= SHAREHOLDERS' EQUITY Share capital 17 20,000 Reserves 18 93,805 Retained Profits 6,362,134 ------------- TOTAL SHAREHOLDERS' EQUITY 6,475,939 ============ The Balance Sheet should be read in conjunction with the following notes. 6 BILL BASS OPTICAL PTY LIMITED AND CONTROLLED ENTITIES NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 31 DECEMBER 1997 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING This special purpose financial report has been prepared for Bolle Inc for filing with the United States of America's Securities and Exchange Commission. The accounting policies used in the preparation of this report, as described below, are consistent with previous periods, and are, in the opinion of the directors appropriate to meet the needs of Bolle Inc. By virtue of Statement of Accounting Concepts 1 (SAC 1) the requirements of Accounting Standards issued by the Australian Accounting Standards Board and other professional reporting requirements do not have mandatory applicability to Bill Bass Optical Pty Limited in relation to the 6 months ended 31 December 1997 because the directors have determined that the company and the economic entity are not reporting entities. However, the directors have determined that in order for the financial statements to present fairly the consolidated results of operations and state of affairs, the requirements of Accounting Standards and other professional reporting requirements have been complied with, with the exception of the presentation of parent entity financial information and the following: - -AAS22: Related Party Transactions - -AAS22: Statement of Cash Flows These accounting principles differ in certain significant respect from accounting principles generally accepted in the United States of America (refer Note 22: Differences between Australian and United States Generally Accepted Accounting Principles) FOREIGN CURRENCIES Translation of foreign currency transactions Transactions in foreign currencies of entities within the economic entity are converted to local currency at the rate of exchange ruling at the date of the transaction. Amounts payable to and by the entities within the economic entity that are outstanding at the balance date and are denominated in foreign currencies have been concerted to local currency using rates of exchange ruling at the end of the financial year. 7 All resulting exchange differences arising on settlement or re-statement are brought to account in determining the profit or loss for the financial year, and transaction costs, premiums and discounts on forward exchange contracts are deferred and amortised over the life of the contract. Translation of accounts of overseas operations All overseas operations are deemed self-sustaining as each is financially and operationally independent of Bill Bass Optical Pty Ltd. The accounts of overseas operations are translated using the current rate method and any exchange differences are taken directly to the foreign currency translation reserve component of shareholders' equity. INVENTORIES Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and condition are accounted for as follows: o Raw materials - purchase cost on a first-in-first-out basis; and o Finished goods and work-in-progress - cost of direct material and labour and a proportion of manufacturing overheads based on normal operating capacity. PROPERTY, PLANT AND EQUIPMENT Cost and Valuation Property, plant and equipment are carried at cost. Depreciation Depreciation is calculated on a reducing balance basis on all plant and equipment other than land & buildings at rates calculated to allocate the cost less estimated residual value at the end of the useful lives of the assets, against revenue over those estimated useful lives. RECOVERABLE AMOUNT Non-current assets are not revalued to an amount above their recoverable amount, and where carrying values exceed this recoverable amount assets are written down. In determining recoverable amount the expected net cash flows have been discounted to their present value using a market determined risk adjusted discount rate. 8 INTANGIBLES Goodwill Goodwill is amortised by the straight line method over the period during which benefits are expected to be received. This is taken as being 20 years. INVESTMENTS Non-current investments are carried at the lower of cost and recoverable amount. CONSOLIDATED 31/12/97 $A 2. OPERATING REVENUE Including in the operating profit are the following items of operating revenue: Sales revenue 10,799,783 Other revenue - - Management fee - associate 45,895 - - Exchange gains (net) 1,086 - - Royalties - other 51,635 - - Proceeds on sale of non current assets 2,844,250 - - Interest received - other related parties 5,239 - other 7,817 - - Other 11,326 ------------- Operating Revenue 13,767,031 ============= 3. OPERATING PROFIT The operating profit before income tax is CONSOLIDATED arrived at after charging the following 31/12/97 items: $A Amortisation of non current assets: Borrowing costs 249 Plant and equipment under lease 33,601 Goodwill 47,500 Depreciation of plant and equipment 21,501 Bad debts written off 8,458 Bank charges 24,321 9 Finance charges - leases 13,422 Interest expenses - director related parties 19,465 - other 72,378 Superannuation contributions 93,305 Rental - operating leases 97,141 Unrealised foreign exchange loss/(gain) (1,195) Net loss/(profit) on disposal of non current assets (104,510) Charges to the following provisions: Annual leave 41,000 Stock Obsolescence 76,200 Long service leave 29,919 4. INCOME TAX CONSOLIDATED 31/12/97 $A The prima facie tax, on operating profit differs from the income tax provided in the accounts as follows: Prima facie tax on operating profit 486,045 Tax effect of permanent differences: Amortisation of goodwill 17,100 Non deductible entertainment 2,439 Legal Fees 877 Other items (net) 1,494 Under/(over) provision of previous years 57,907 ----------- Income tax expense attributable to operating profit 565,862 =========== 5. RECEIVABLES (CURRENT) CONSOLIDATED 31/12/97 $A Trade debtors 3,759,875 Provision for doubtful debts (20,000) ------------ 3,739,875 ------------ Sundry debtors 19,844 Short term deposits 278,268 10 Debtor- Brookvale Property 2,687,906 Forward exchange contract 1,706 Amounts other than trade debts receivable from other related parties Director and director- related entities - - director related entities 4,134 Other related parties - - associated companies 362,315 ------------ Total receivable 7,094,048 ============ a) Movement in provision for doubtful debts - Balance as at 1 July 1997 (20,000) - Write back of previous bad and doubtful debts provided for - ------------ - Balance as at 31 December 1997 (20,000) ============ 6. INVENTORIES (CURRENT) CONSOLIDATED 31/12/97 $A Raw materials 83,354 Finished goods 3,337,355 Provision for stock obsolescence (76,200) ------------- 3,344,509 ============= 7. OTHER CURRENT ASSETS CONSOLIDATED 31/12/97 $A Prepayments 9,236 Future income tax benefit 120,489 ------------- 129,725 ============= 11 8. INVESTMENTS (NON-CURRENT) CONSOLIDATED 31/12/97 $A Joint venture investment property 22,187 Shares - unlisted 1,087 ------------- 23,274 ============= a) Investment in controlled entities comprises: Percentage of equity Name interest held by the economic entity Country of Incorporation 31/12/97 % Parkhurst Oaks Pty Ltd Australia 100 - - ordinary shares Bolle Asia Ltd Hong Kong 100 - - ordinary shares 9. PROPERTY, PLANT AND EQUIPMENT CONSOLIDATED 31/12/97 $A Leasehold improvement - - At cost 6,445 ---------- 6,445 Office furniture - - At cost 257,921 - - Provision for depreciation (165,898) ---------- 92,023 ---------- 12 9. PROPERTY, PLANT AND EQUIPMENT - CONTINUED CONSOLIDATED 31/12/97 $A Furniture and fittings - At cost 61,301 - Provision for depreciation (36,287) ----------- 25,014 ----------- Motor vehicles - At cost 69,684 - Provision for depreciation (24,164) ----------- 45,520 ----------- Motor vehicles under lease - At cost 374,619 - Provision for depreciation (128,630) ----------- 245,989 ----------- Total Property, Plant and Equipment - At cost 769,970 - Provision for depreciation 354,979 =========== Total written down amount 414,991 =========== 10. INTANGIBLES CONSOLIDATED 31/12/97 $A Goodwill - At cost 1,900,000 - Provision for amortisation (902,500) =========== 997,500 =========== 13 11. OTHER NON CURRENT ASSETS CONSOLIDATED 31/12/97 $A Borrowing costs - At cost 2,488 - Provision for amortisation (997) --------- 1,497 --------- Future income tax benefit 30,675 ========= 32,166 ========= 12. ACCOUNTS PAYABLE (CURRENT) Trade creditors - others 1,378,843 Amounts other than trade debts payable to: - Ultimate parent entity 660,995 Directors and director-related entities: - Loan from directors 820 - Director related entities 497,091 Other unsecured loans 37,144 Other creditors 835,505 Lease liability 79,866 --------- 3,490,264 ========= 13. BORROWINGS (CURRENT) Bills payable 1,500,000 Bank loan 500,000 --------- 2,000,000 ========= 14 14. PROVISIONS (CURRENT) CONSOLIDATED 31/12/97 $A Provision for income tax 815,556 Provision for discount 9,500 Provision for employee entitlements 143,017 ------------ 968,073 ============ 15. ACCOUNTS PAYABLE (NON CURRENT) CONSOLIDATED 31/12/97 $A Lease liability 151,126 ------------ 151,126 ============ 16. PROVISIONS (NON CURRENT) CONSOLIDATED 31/12/97 $A Provision for employee entitlements 85,208 ------------ 85,208 ============ 17. SHARE CAPITAL CONSOLIDATED 31/12/97 $A Authorised Capital 10,000,000 ordinary shares 10,000,000 ============ Issued and Fully Paid 20,000 ordinary shares 20,000 ============ 15 18. RESERVES CONSOLIDATED 31/12/97 $A Foreign currency translation 93,805 =========== Movement in foreign currency translation reserve: - Balance as at 1 July 1997 9,609 - Gain/(loss) on translation of overseas controlled entities 84,196 =========== Balance as at 31 December 1997 93,805 =========== 19. DIVIDENDS PAID CONSOLIDATED 31/12/97 $A Dividends paid during the 6 months: - - Franked dividends 75,000 =========== 20. EXPENDITURE COMMITMENTS CONSOLIDATED 31/12/97 $A Finance leases: - - Not later than one year 102,545 - - Later than one year and not later than two years 121,698 - - Later than two years and not later than five years 39,392 ---------- Total minimum lease payments 263,635 Future finance charges (32,643) ========== 230,992 ========== Current liability 79,866 Non-current liability 151,126 ========== 230,992 ========== 16 21. SEGMENT INFORMATION The economic entity operates predominantly in the one industry segment, namely wholesaler of sunglasses, clothing and accessories. 22. DIFFERENCES BETWEEN AUSTRALIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES United States generally accepted accounting principles ("US GAAP") require certain additional financial statement disclosures beyond those required by accounting principles generally accepted in Australia ("Australian GAAP"). These additional disclosures have not been included in the notes to financial statements as they are not required in financial statements of foreign businesses prepared in accordance with Item 17 of Form 20-F. With respect to the Company's financial statements there are no material measurement differences between Australian accounting standards issued by the Australian Accounting Standards Board and other professional reporting requirements and US GAAP. 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 15, 1998 BOLLE INC. /s/ Ian Ashken ------------------------ By: Ian G.H. Ashken Title: Chief Financial Officer 18 INDEX TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Document Page - ------------------------------------------------------------------------------- The unaudited interim financial statements of Bill Bass Optical Pty 3 Limited as of and for the six months ended December 31, 1997, required to be provided by Rule 3-05(b) of Regulation S-X. - ------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----