EX-99.2 4 a08-8402_1ex99d2.htm TELSTRA FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2006 AND 2007

Exhibit 99.2

 

Telstra eBusiness Services Pty Ltd

Financial Statements for the

Years Ended 30 June 2007 & 30 June 2006

 



 

Telstra eBusiness Services Pty Ltd

30 June 2007 & 30 June 2006

 

Table of Contents

 

 

 

Page

 

 

 

 

 

Independent Auditors Report

 

2

 

 

 

 

 

Balance Sheet

 

4

 

 

 

 

 

Income Statement

 

5

 

 

 

 

 

Cash Flow Statement

 

6

 

 

 

 

 

Notes to the Accounts

 

7

 

 

1



 

Telstra eBusiness Services Pty Ltd

30 June 2007 & 30 June 2006

 

Independent Auditors Report

To the members of

Telstra eBusiness Services Pty Ltd

 

We have audited the accompanying financial report being a special purpose financial report, of Telstra eBusiness Services Pty Ltd, which comprises the Balance Sheet as at 30 June 2007 and 2006, and the Income Statement, and Cash Flow Statement for the years ending on those dates, a summary of significant accounting policies and other explanatory notes.

 

The Responsibility of Directors for the Financial Report

 

The directors’ of the company are responsible for the preparation and fair presentation of the financial report and have determined that the accounting policies described in Note 1 to the financial statements, which form part of the financial report are appropriate to meet the financial reporting requirements of the Share Sale Agreement and are appropriate to meet the needs of the parties to the sale.  This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on the financial report based on our audit. No opinion is expressed as to whether the accounting policies used, as described in Note 1, are appropriate to meet the needs of the members. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors’, as well as evaluating the overall presentation of the financial report.

 

The financial report has been prepared for distribution to the members for the purpose of fulfilling the directors’ financial reporting obligations under the Share Sale Agreement. We disclaim any assumption of responsibility for any reliance on this report or on the financial report to which it relates to any person other than the parties to the Share Sale Agreement, or for any purpose other than that for which it was prepared.

 

2



 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Independence

 

In conducting our audit, we have complied with the independence requirements of the Australian professional accounting bodies.

 

Auditor’s Opinion

 

In our opinion, the financial report presents fairly, in all material respects the financial position of Telstra eBusiness Services Pty Ltd as at 30 June 2007 and 2006 and of its financial performance and its cash flows for the year then ended in accordance with the accounting principles generally accepted in the United States of America and with the accounting policies described in Note 1 to the financial statements.

 

By:

/s/ D A KNOWLES

 

 

D A KNOWLES

 

BAKER TILLY PITCHER PARTNERS

Partner

 

Melbourne, Australia

Date: March 18, 2008

 

 

 

3



 

Balance Sheet

 

 

 

(Figures in thousands)

 

June 30,
2007

 

June 30,
2006

 

 

 

(US $)

 

(US $)

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash & cash equivalents

 

17076

 

13585

 

Accounts Receivable, net

 

1417

 

1658

 

Prepaid expenses

 

168

 

93

 

Accrued revenue

 

1316

 

1061

 

Total Current Assets

 

19977

 

16397

 

 

 

 

 

 

 

Property & Equipment, net

 

611

 

655

 

Deferred Tax Asset

 

 

204

 

Intangibles, net

 

 

319

 

Loans to wholly owned entities

 

 

1441

 

Total Assets

 

20588

 

19016

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable & accrued expenses

 

557

 

1293

 

Employees benefit payable

 

939

 

680

 

Payroll taxes payable

 

246

 

231

 

Total Current Liabilities

 

1742

 

2204

 

Other liabilities

 

 

 

 

 

Deferred revenue

 

647

 

640

 

Deferred Tax Liability

 

58

 

 

Total Other Liabilities

 

705

 

640

 

Stockholder’s equity:

 

 

 

 

 

Common stock

 

8330

 

7154

 

Retained Earnings

 

7869

 

9109

 

Other Comprehensive Income

 

1942

 

-91

 

Total liabilities & stockholder equity

 

20588

 

19016

 

 

4



 

Income Statement

 

 

 

(Figures in thousands)

 

PARTICULARS

 

June 30,
2007

 

June 30,
2006

 

 

 

(US $)

 

(US $)

 

Revenue

 

 

 

 

 

Service

 

14381

 

12930

 

Other Revenue

 

 

1

 

Total Revenue

 

14381

 

12931

 

 

 

 

 

 

 

Operative Expenses

 

 

 

 

 

Staff Cost

 

3479

 

3603

 

Contractual & Agency Payments

 

887

 

2530

 

Sales & Marketing

 

2040

 

421

 

General & administrative cost

 

401

 

1284

 

Depreciation & Amortisation

 

834

 

912

 

Total operative expenses

 

7641

 

8750

 

Operative income

 

6740

 

4181

 

Interest income

 

782

 

455

 

Interest expenses

 

3

 

3

 

Profit on sale of investment

 

18

 

 

Income before taxes

 

7537

 

4633

 

Income tax provision (benefit)

 

276

 

396

 

Net income

 

7261

 

4237

 

 

5



 

Cash Flow Statement

 

Particulars

 

Amount in US$
2007

 

Amount in US$
2006

 

 

 

 

 

 

 

 

 

 

 

Cash flow from operating activities

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

7261

 

 

 

4237

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash provided by operative activities

 

 

 

 

 

 

 

 

 

Depreciation and amortisation

 

834

 

 

 

911

 

 

 

Interest Income

 

-782

 

 

 

-454

 

 

 

Interest expenses

 

3

 

 

 

3

 

 

 

Deferred tax

 

280

 

 

 

403

 

 

 

Profit on Sale of investment

 

-18

 

317

 

0

 

863

 

 

 

 

 

 

 

 

 

 

 

Changes in Working Capital

 

 

 

 

 

 

 

 

 

Accounts Receivable

 

-90

 

 

 

-777

 

 

 

Current Liabilities

 

-474

 

 

 

-33

 

 

 

GST Payable

 

15

 

-549

 

230

 

-580

 

 

 

 

 

 

 

 

 

 

 

Cash flow from financing activities

 

 

 

 

 

 

 

 

 

Interest income

 

782

 

 

 

454

 

 

 

Interest expenses

 

-2

 

780

 

-3

 

451

 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities

 

 

 

 

 

 

 

 

 

Purchase of fixed assets

 

-471

 

 

 

-82

 

 

 

Loan recd/ (paid) from wholly owned entities

 

1441

 

 

 

-1441

 

 

 

Dividend payment

 

-8500

 

-7530

 

0

 

-1523

 

 

 

 

 

 

 

 

 

 

 

Cash generated during the year

 

 

 

279

 

 

 

3448

 

Translation adjustment

 

 

 

3212

 

 

 

417

 

Cash & cash equivalent as at July 1st,2005

 

 

 

 

 

 

 

9720

 

Cash & cash equivalent as at July 1st,2006

 

 

 

13585

 

 

 

13585

 

Cash & cash equivalent as at June 30th,2007

 

 

 

17076

 

 

 

 

 

 

6



 

Note: 1                Summary of Significant Accounting Policies for the fiscal years ended 30 June 2007 and 2006

 

(a) Organization

 

At 30 June 2007 and 2006, Telstra eBusiness Pty Ltd was a 100% owned subsidiary of Telstra Services Solutions Holdings Limited which in turn is a 100% owned subsidiary of Telstra Corp, a Telecommunications and Information Service Company based in Australia.

 

The audited financial statements have been prepared pursuant to the requirements of the Share Sale Agreement of Telstra eBusiness Services Pty Ltd, between Ebix Australia (Vic) Pty Ltd (buyer) and Telstra Services Solutions Holdings Limited (seller) dated 22 December 2007 (refer to Note 2).

 

Telstra eBusiness Services Pty Ltd is a company limited by shares, incorporated and domiciled in Australia.

 

(b) Basis of accounting

 

The financial statements have been prepared on an accruals basis in US Dollars, whereby revenue is recognized as earned and expenses are recognized as incurred in accordance with the accounting principles generally accepted in the United States of America.

 

For financial reporting purposes Telstra eBusiness Services Pty Ltd fiscal year runs from July 1st to June 30th.

 

A summary of the significant accounting policies applicable to Telstra eBusiness Services Pty Ltd are outlined below.

 

(c) Cash

 

Cash means notes and coins held, and deposits held at call with a financial institution.

 

Cash also includes cash equivalents which are defined as highly liquid investments with short periods to maturity which are readily convertible to cash and are subject to an insignificant risk of changes in value.

 

(d) Accounts Receivable

 

The company recognizes an amount receivable as an asset where a contractual right exists to receive cash, or another financial asset from another entity or where there is a contractual right to exchange financial assets with another entity and the contractual right can be measured reliably.

 

When a receivable has been recognised initially in the balance sheet, it has been done at its fair value plus, where applicable, any transaction costs that are directly attributable to the acquisition of the receivable.

 

7



 

All receivables have been recognized as a current asset except those that are not expected to be realised within twelve months.

 

All receivables are regularly reviewed to ensure that all amounts that are not collectable, or may not be collectable, are recognized appropriately in the financial statements.

 

(e) Property and Equipment and related Depreciation

 

Items of property, plant and equipment are recorded at cost less accumulated depreciation or amortization.

 

Depreciation

 

Items of property, plant and equipment, including buildings and leasehold property, but excluding freehold land, have been depreciated on a straight line basis over their estimated useful lives, ranging from 1 to 8 years.

 

The useful lives and residual values of all assets have been reviewed each year to ensure it does not materially differ from the asset’s fair value or recoverable amount at reporting date.

 

Cost of repairs and maintenance, including the cost of replacing minor items, which are not substantial improvements, have been charged to operating expenses.

 

(f) Intangible Assets

 

Intangible Assets consists of mainly software with a life of approximately one year.

 

g) Revenue recognition

 

Revenue has been recorded after deducting sales returns, trade allowances, duties and taxes.

 

Revenue has been recorded at its gross amount and discounts due to price and/or volume have been recorded separately as a deduction against revenue.

 

Revenue has been treated as realized or realizable and earned when all of the following criteria have been met:

 

·                  Persuasive evidence of an arrangement exists.  If an arrangement is subject to subsequent approval or execution of another agreement, the revenue has not been recognized until that subsequent approval or agreement is complete.

·                  Delivery has occurred or services have been rendered.

·                  The price is fixed or determinable.

·                  Collectability is reasonably assured.

 

8



 

(h) Accrued Revenue

 

When a product or service has been delivered to or used by a customer but not billed, the revenue recognition criteria described above has been met.  The revenue has been recognised in the income statement and accrued for in the balance sheet.

 

When the customer has been subsequently billed, the accrued revenue is transferred to trade debtors.

 

(i) Other Income

 

Income that does not arise from ordinary activities has been recorded as other income when the right to receive that income is established.

 

(j) Accounting estimates

 

Preparation of financial statements in accordance with accounting principles generally acceptable in the United States of America requires management to make estimates regarding various financial matters. As with any estimate, actual amounts incurred may differ from the estimates used in the preparation of this financial statement.

 

(k) Income Taxes

 

Telstra eBusiness Services Pty Ltd and its parent entity (including other related entities) have formed an income tax consolidated group under the tax consolidation regime in Australia, whereby the head company under the tax consolidation regime recognises the tax liability for the group.

 

Under the corporate accounting policy of the head entity, each member of the tax consolidated group records its own assets and liabilities associated with deferred tax balances.

 

Deferred tax assets are recognised for temporary differences only when it is probable that future taxable income will be available to utilise those temporary differences.

 

Under the same corporate accounting policy, each member of the consolidation group records the current tax expense associated with its own transactions throughout the year, only when this is considered material on a group basis.  When the current tax expense associated with Telstra eBusiness Services Pty Ltd is considered immaterial, the current tax expense is recognised by the head entity on the basis the difference between the head entity’s own tax expense and what is reported under this approach will not be material.

 

As a result of the application of his policy, no income tax expense has been recorded in the financial statement of this company for the period presented.

 

9



 

(l) Accruals and Prepayments

 

Accruals and prepayments have been made where known transactions have been entered into and supporting documentation and system entries indicates its creation and existence.

 

Accrued revenue includes revenue earned but not yet billed. Prepaid expenses represent operational expenses that have been paid but relate to future reporting periods. Accrued expenses represent operational expenses incurred at reporting date, however no invoice has been received and the expenses have not yet been paid.

 

(m) Employee Provisions

 

The provisions for annual leave and long service leave have been calculated based upon the rates of pay expected to be current at the date of settlement of the liability.

 

In addition certain salary allowances and entitlements have been included in the employee salary when calculating employee entitlements.

 

Note 2:     Subsequent Events

 

On 22 December 2007, the shareholder of Telstra eBusiness Services Pty Ltd, Telstra Services Solutions Holdings Limited sold 100% of its shares to Ebix Australia (Vic) Pty Ltd.

 

Ebix Australia (Vic) Pty Ltd is a 100% owned subsidiary of Ebix Inc, a company incorporated in Delaware, United States of America.

 

The directors do not believe there will be an adverse financial effect on the company as a result of the sale.

 

Note 3:     Capital Structure

 

As at 30 June 2007, the company has 5,603,000 ordinary shares on issue.

 

10



 

Note 4:     Retained Earnings

 

Working of Retained Earning

 

Opening reserve as on July 1st,2005

 

 

 

 

 

4872

 

Addition during the year

 

 

 

 

 

4237

 

Closing reserve as on June 30,2006

 

 

 

 

 

9109

 

 

Working of Retained Earning

 

Opening reserve as on July 1st,2006

 

 

 

 

 

9109

 

Addition during the year

 

 

 

 

 

7261

 

Less : Dividend Paid

 

 

 

 

 

8500

 

Closing reserve as on June 30,2007

 

 

 

 

 

7869

 

 

Note 5:     Related Party Transaction

 

Loans

 

A loan of ($4,286,989) was given to wholly owned subsidiaries.

 

Dividend

 

By circular resolution on 27 October 2006, the directors of the company approved;

 

(a)                                  the payment of a dividend to the company’s sole shareholder, amounting to AUS Dollars $10,000,000 ($ 8,500,000 US Dollars).

 

Loan Forgiveness

 

The company has a number of related party loans with company’s that share the same ultimate parent company as Telstra eBusiness Services Pty Ltd.

 

During the year ended 30 June 2007, the company’s (net) loans receivable with related parties were forgiven as part of the group’s initiative to correct the capital structure of the entities within the group.  The debt forgiveness was completed in accordance with the directors’ resolution.

 

Significant Related Party Transactions post balance sheet date

 

Dividend and Capital Restructure

By circular resolution on 15 October 2007, the directors of the company approved:

(b)           the return of capital to the company’s sole shareholder, amounting to AUS Dollars $7,000,000 ($6,218,800 US Dollars)

(c)           the payment of a dividend to the company’s sole shareholder, amounting to AUD Dollars $10,901,829 ($9,685,185 US Dollars)

 

11



 

Note 6:     Translation Adjustments

 

Computation of Translation Adjustment for 2006

 

Total Assets (Aus $)

 

 

 

25770

 

Total Liabilities (Aus $)

 

 

 

3616

 

Net Assets (Aus $)

 

 

 

22154

 

End of period exchange rate

 

 

 

0.73

 

Net Assets in USD

 

 

 

16172

 

Stockholder Equity

 

 

 

 

 

Common Stock

 

7154

 

 

 

Reserve & Surplus

 

9109

 

 

 

Total Stockholder equity in USD

 

 

 

16263

 

Translation Adjustment

 

 

 

-91

 

 

Computation of Translation Adjustment for 2007

 

Total Assets (Aus $)

 

 

 

24222

 

Total Liabilities (Aus $)

 

 

 

2878

 

Net Assets (Aus $)

 

 

 

21345

 

End of period exchange rate

 

 

 

0.85

 

Net Assets in USD

 

 

 

18143

 

Stockholder Equity

 

 

 

 

 

Common Stock

 

8330

 

 

 

Reserve & Surplus

 

7869

 

 

 

Total Stockholder equity in USD

 

 

 

16199

 

Translation Adjustment

 

 

 

1944

 

 

12