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Introduction
Since 30 June 1995, Orbital Engine Corporation Limited and its controlled
entities ("Orbital") has achieved a number of milestone events including
the production and release of the Mercury Marine ("Mercury") Direct
Fuel Injected ("DFI") engine, the first sale of a Genesis vehicle,
the demonstration of a high-performance capability on a direct-injected
Honda NSR motorcycle, delivery of automotive engines with Orbital's
new direct injected 4-stroke ("OCP 4-stroke") technology and the
display of an Orbital-powered S2S concept vehicle.
There is significant worldwide interest
in Orbital's technology at present. Orbital will deliver fourteen
different vehicles and engines under thirteen separate customer
programs during the first three months of 1996.
These deliveries include personal watercraft
and other recreational products to North America, motorcycles
to Asia and Europe, and marine engines to Japan. Four commercial
arrangements have been signed in the non-automotive market which
we anticipate will be converted to licensing and fuel system agreements
on completion of their respective evaluation periods. In addition,
Orbital has a number of direct injected 2-stroke and 4-stroke
automotive programs underway which involve the delivery of engines
to prospective customers for evaluation.
Background
Orbital is currently undertaking a series
of development programs designed to achieve high volume production
of a wide range of products incorporating Orbital Combustion Process
("OCP") technologies.
These development programs are currently
being funded partly by the capital raised from the public for
that specific purpose, and partly by funding received from customers.
In the past, a portion of the expenditures incurred on these development
programs was capitalised. This practice is no longer being adopted
with all such expenditures now being expensed as incurred.
From an accounting perspective the net cost
of these development programs is recorded as an operating loss.
It is important to understand however that in a commercial sense
this shortfall represents the cost of developing OCP technologies
to enable commercialisation rather than losses being incurred
as a result of unprofitable trading activities.
Results
The consolidated operating revenue for the
six months to 31 December 1995 increased by 60% to $15.859 million
from $9.933 million in the six months to 31 December 1994. Orbital
recorded an operating loss before abnormal items and income tax
of $16.451 million for the six months ended 31 December 1995 compared
to a pre-tax profit of $2.099 million for the corresponding period
last year.
The lower operating result is primarily
due to a change in accounting policy whereby all research and
development expenditure, pre-production expenditure and start-up
costs have been expensed as incurred from 1 July 1995. The Directors
consider that this new policy is more appropriate now that Orbital
technology is being introduced to the market through customer
programs and the Genesis vehicle program [refer "Change in Accounting
Policies" below]. The financial effect of the change in accounting
policy is that the operating loss before tax has increased by
$8.146 million. Additional costs associated with the Genesis vehicle
program and the expansion of activities at Orbital Fluid Technologies
Inc were also incurred in the current period.
An abnormal expense of $4.128 million has
been incurred in respect of a mediated settlement of litigation
with Walbro Corporation, and a provision for legal fees and possible
settlement costs of litigation arising from a public offering
of American Depositary Shares at the time of our US listing in
December 1991. Regrettably, the highly litigious nature of the
USA business sector has resulted in the economic entity being
burdened with extremely expensive legal costs even when the claims
can be defended.
The operating loss after income tax was
$17.773 million for the six months ended 31 December 1995 [1994:
profit $4.178 million].
Marine & Small Engine Applications
The Company is particularly pleased with
the progress of several leading marine, recreational vehicle and
motorcycle producers who have indicated aggressive introduction
plans.
The introduction of the Mercury 200 horsepower
DFI engine is a historic achievement by Orbital and Mercury. On
15 January 1996 the first engine came off the production line.
At the Miami Boat Show Orbital executives addressed a large and
very positive media contingent following the on water evaluation
of the engine's capabilities. The DFI Mercury engine is already
attracting very positive feedback and an immediate following from
Mercury's strong customer base.
Orbital has been expanding its influence
in the Asian region and recently received acclaim from officials
of the Petroleum Authority of Thailand and King Mongkut's Institute
of Technology Thonburi ("KMITT") on Orbital's technological ability
to dramatically reduce emissions from motorcycles. The Thai authorities
evaluated and verified the Company's emissions, performance and
fuel economy targets on the newly unveiled sports motorcycle which
is one of the most popular of the seven million motorcycles on
the roads in Thailand.
The 125cc 2-stroke Honda NSR motorcycle
sets new standards for very low emission levels combined with
very high power output. It matches conventionally powered motorcycles
with an impressive 180 horsepower per litre running up to engine
speeds of 11,000 rpm.
The METEOR Partnership between Orbital and
Mercury has made excellent progress toward production intent versions
of the Small Engine Fuel Injection System ("SEFIS") for marine
and motorcycle engines. Fleets of motorcycles and scooters are
now demonstrating high levels of performance, fuel economy, reliability
and emissions control.
Manufacturing capacity to produce high volumes
of fuel systems is currently being installed in Orbital Fluid
Technologies Inc ("OFT") facilities in Cass City, Michigan.
Automotive Applications
Orbital's Genesis program is progressing
well with an anticipated official release date in April 1996.
There will be 20 vehicles delivered to DASFleet, 30 to the Western
Australian State Government, 40 to Orbital shareholders and the
remainder of the vehicles will be sold to interested parties in
selected industry and specialty groups.
The Orbital Customer Service ("OCS") network
has been developed and tested and is now ready to assist the Genesis
vehicle owner/driver. OCS is set up to gather real time customer
feedback and to respond to any issues should they arise.
Orbital's ground breaking work on applying
its direct injection, combustion and control systems to existing
automotive 4-stroke engines continues to attract strong commercial
interest. The first delivery of the system has been made and there
are active licensing and joint manufacturing discussions underway.
The new OCP 4-stroke technology and the
Genesis vehicles are to be presented for the first time to the
world automotive community in technical presentations and media
conferences at the Society of Automotive Engineers annual conference
in Detroit in March 1996.
Orbital's S2S prototype sports car will
be unveiled at the Melbourne Motor Show in March 1996 and has
already received a lot of media and public attention. The vehicle
is powered by the Orbital three cylinder 2-stroke engine that
is used in the Genesis vehicles and accentuates the sporty potential
of the OCP high technology 2-stroke in a purpose-built vehicle.
The car which weighs approximately 700 kilograms, can deliver
excellent performance, fuel economy and emissions levels.
Performance Enhancement Program
The past six months have been a time of
profound transition for Orbital as it moves from a development
organisation to a company supporting its customers with product
in the market. As part of this process, Orbital is undertaking
a detailed program to enhance productivity and re-align its resource
requirements. This program is yielding very good efficiency improvements
and management is confident of achieving higher levels of productivity
at lower cost. Orbital must ensure it marshals its resources wisely
through the period until major royalty income flows from licensees.
Change in Accounting Policies
In the past, research and development costs
were capitalised as pre-production expenditure if they were incurred
in enhancing OCP technology to enable commercial production. Pre-production
costs incurred throughout the economic entity, as well as start-up
costs incurred by the manufacturing plant at Tecumseh, Michigan
were also deferred to the extent that they did not relate solely
to revenue which had already been brought to account.
In light of the number of commercial milestones
achieved since 30 June 1995, including the first commercial production
of engines incorporating OCP technology, the Directors have decided
to change certain accounting policies to ensure that the policies
being adopted are appropriate as Orbital embarks on a new era
of commercialisation of its products. Specifically, from 1 July
1995, the economic entity has adopted the policy of expensing
all research and development expenditure, pre-production expenditure
and start-up costs as incurred.
The Directors are also considering the implementation
of a conservative amortisation policy in respect of those amounts
previously capitalised in accordance with the previous accounting
policy.
The result of these changes is that Orbital's
accounting results reported in accordance with Australian Generally
Accepted Accounting Principles ("AUS GAAP") will come more in
line with the results being reported in accordance with United
States Generally Accepted Accounting Principles ("US GAAP").
In the short term, the adoption of these
conservative policies will mean that Orbital may report significantly
lower earnings in Australia than would otherwise be the case.
However, in the longer term it will enable Orbital to report higher
profits (as a result of reduced future amortisation charges) and
declare dividends earlier than if these policies were not adopted.
Proposed Capital Restructure
On 30 October 1995, shareholders overwhelmingly
approved two special resolutions giving effect to a capital restructure
of Orbital. If approved by the court, the restructure will result
in a reduction of the Company's share premium reserve of $236,083,315
with a corresponding reduction in the amounts denominated as "Patents,
licences and technologies" and "Investments" in the balance sheets
of Orbital and the Company respectively. An application has been
lodged for a Directions Hearing in the Federal Court on 19 March
1996. The Company will be applying to have the final court hearing
held prior to 30 June 1996.
Change in Directors
In December 1995 Mr Russell Fynmore retired
as Chairman and Non-Executive Director after a long and distinguished
association with the Company. Mr Fynmore was replaced by Mr Ross
Kelly who has had extensive experience with a number of Australia's
largest businesses on both strategic and operational matters in
his earlier career as Operations Director (Asia Pacific Zone)
of PA Management Consultants. Mr Kelly is currently Chairman of
Sumich Group Limited, Fraser Range Granite NL and the Fremantle
Football Club, and Director of Aurora Gold Ltd and Beltreco Ltd.
Mr John Richard Marshall has also joined
the Board of Directors after serving on Orbital Engine Company
(Australia) Pty Ltd's board since 1989. Mr Marshall is the Executive
Director of the Advanced Engineering Centre for Manufacturing.
He has extensive experience in the automotive industry and was
Vice President Manufacturing of Ford Australia between 1983 and
1989.
Corporate Directory
ORBITAL ENGINE CORPORATION LIMITED
A.C.N. 009 344 058
(Incorporated in Western Australia)
REGISTERED OFFICE
Level 43, Central Park,
152 - 158 St George's Terrace,
Perth, Western Australia, 6000
Telephone: 61 (09) 429 3100
Facsimile: 61 (09) 429 3133
PRINCIPAL SUBSIDIARIES
Orbital Engine Company (Australia) Pty Ltd
1 Whipple Street
Balcatta, Western Australia, 6021
Telephone: 61 (09) 441 2311
Facsimile: 61 (09) 441 2345
Orbital Engine Company (USA) Inc.
5550 Occidental Highway
Tecumseh, Michigan, 49286
United States of America
Telephone: 1 (517) 423 6623
Facsimile: 1 (517) 423 6079
Orbital Fluid Technologies Inc.
4260 Doerr Road
Cass City, Michigan, 48726-1397
United States of America
Telephone: 1 (517) 872 4361
Facsimile: 1 (517) 872 3700
Orbital Engine Company (UK) Limited
7 Murdoch Road
Bicester, England
United Kingdom
Telephone: 441 (869) 323 205
Facsimile: 441 (869) 323 206
Mercury Technologies Orbital (METEOR)
4 Whipple Street
Balcatta, Western Australia, 6021
Telephone: 61 (09) 441 2311
Facsimile: 61 (09) 441 2345
Email Address
orbital@yarrow.wt.com.au
DIRECTORS
Ross William Kelly - Chairman
Kim Christopher Schlunke -Chief Executive Officer
John William Beech
Richard John Carter
Alan James Castleman
Robert Slade Forbes
Kenneth Noel Johnsen
John Richard Marshall
John Grahame Young
COMPANY SECRETARY
BANKERS
Westpac Banking Corporation
Level 17
109 St George's Terrace
Perth, Western Australia, 6000
AUDITORS
KPMG Peat Marwick
Level 31, Central Park
152 - 158 St George's Terrace
Perth, Western Australia, 6000
SOLICITORS
Minter Ellison Northmore Hale
Level 51, Central Park
152 -158 St George's Terrace
Perth, Western Australia, 6000
SHARE REGISTRY
KPMG Registrars Pty Ltd
Level 29, Central Park
152 - 158 St George's Terrace
Perth, Western Australia, 6000
Telephone: 61 (09) 324 1199
Facsimile: 61 (09) 324 2499
ADR FACILITY
The Bank of New York
101 Barclay Street
New York, New York, 10286
United States of America
Telephone: 1 (212) 815 2218
Facsimile: 1 (212) 571 3050
STOCK EXCHANGE LISTING
The Australian Stock Exchange Limited
(Code "OEC")
The New York Stock Exchange Inc (Code "OE")
Financial
The following financial summary is based
on accounts which have been subject to a limited review by the
auditors, which is not an audit.
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CONSOLIDATED |
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1995 |
|
1994 |
| |
$000's
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$000's |
|
| Sales revenue |
13,476 |
|
7,291 |
|
| Other revenue |
2,383 |
|
2,642 |
|
|
| Total operating revenue |
15,859 |
|
9,933 |
|
|
| Operating profit/(loss) before abnormal items and income
tax |
(16,451) |
|
2,099 |
|
| Abnormal items |
(4,128) |
|
- |
|
|
| Operating profit/(loss) before income tax |
(20,579) |
|
2,099 |
|
| Income tax credit attributable to operating profit/(loss) |
2,806 |
|
2,079 |
|
|
| Operating profit/(loss) after income tax |
(17,773) |
|
4,178 |
|
| Retained profits at the beginning of the half-year |
46,301 |
|
54,392 |
|
|
| Retained profits at the end of the half-year |
28,528 |
|
58,570 |
|
Note
The lower operating result is primarily due
to a change in accounting policy whereby all research and development
expenditure, pre-production expenditure and start-up costs have
been expensed as incurred from 1ÑJuly 1995. The financial effect
of the change in accounting policy is that the operating loss
before tax has increased by $8.146 million. Additional costs associated
with the Genesis vehicle program and the expansion of activities
at Orbital Fluid Technologies Inc were also incurred in the current
period.
Balance Sheet
The following financial summary is based
on accounts which have been subject to a limited review by the
auditors, which is not an audit.
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CONSOLIDATED |
| |
31 December |
|
30 June |
|
31 December |
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1995 |
|
1994 |
|
1994 |
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$000's |
|
$000's |
|
$000's |
|
| CURRENT ASSETS |
| Cash |
46,329 |
|
60,605 |
|
67,956 |
| Receivables |
5,258 |
|
5,553 |
|
12,282 |
| Inventories |
4,584 |
|
3,529 |
|
4,077 |
| Other |
4,193 |
|
11,238 |
|
678 |
|
| TOTAL CURRENT ASSETS |
60,364 |
|
80,925 |
|
84,993 |
|
|
| NON-CURRENT ASSETS |
| Investments |
2,583 |
|
4,247 |
|
4,247 |
| Property, plant & equipement |
41,504 |
|
40,770 |
|
41,397 |
| Intangibles |
382,013 |
|
382,863 |
|
375,462 |
| Other |
68,984 |
|
63,862 |
|
25,350 |
|
| TOTAL NON-CURRENT ASSETS |
495,084 |
|
491,742 |
|
446,456 |
|
|
| TOTAL ASSETS |
555,448 |
|
572,667 |
|
531,449 |
|
|
| CURRENT LIABILITIES |
| Accounts Payable |
5,196 |
|
3,843 |
|
8,185 |
| Provisions |
4,107 |
|
1,904 |
|
2,417 |
| Other |
7,736 |
|
12,378 |
|
530 |
|
| TOTAL CURRENT LIABILITIES |
17,039 |
|
18,125 |
|
11,132 |
|
|
| NON-CURRENT LIABILITIES |
| Accounts Payable |
264 |
|
176 |
|
136 |
| Borrowing |
19,000 |
|
19,000 |
|
19,000 |
| Provisions |
39,837 |
|
39,227 |
|
33,746 |
| Other |
41,674 |
|
40,889 |
|
- |
|
| TOTAL NON-CURRENT LIABILITIES |
100,775 |
|
99,292 |
|
52,882 |
|
|
| TOTAL LIABILITIES |
117,814 |
|
117,417 |
|
64,014 |
|
|
| NET ASSESTS |
437,634 |
|
455,250 |
|
467,435 |
|
|
| SHAREHOLDERS' EQUITY |
| Share Capital |
161,660 |
|
161,589 |
|
161,554 |
| Reserves |
247,446 |
|
247,360 |
|
247,311 |
| Retained profits |
28,528 |
|
46,301 |
|
58,570 |
|
| TOTAL SHAREHOLDERS' EQUITY |
437,634 |
|
455,250 |
|
467,435 |
|
|
CashFlow Statement
The following financial summary is based
on accounts which have been subject to a limited review by the
auditors, which is not an audit.
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CONSOLIDATED |
| |
1995 |
|
1994 |
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$000's
| |
$000's |
|
| CASH FLOWS USED IN OPERATING ACTIVITIES |
|
| Cash receipts in the course of operations |
14,054 |
|
1,174 |
| Cash payments in the course of operations |
(26,748) |
|
(7,333) |
|
|
| Net cash (used in) operating activities |
(12,694) |
|
(6,159) |
|
|
| CASH FLOWS USED IN OPERATING ACTIVITIES |
|
| Interest received |
2,065 |
|
2,188 |
| Proceeds from sale of property, plant and equipment |
58 |
|
454 |
| Payments for property, plant and equipment |
(3,012) |
|
(2,262) |
| Payments on deferred research and development, pre-production
expenditure and start-up costs |
- |
|
(13,561) |
| Payments for patents |
(873) |
|
(790) |
|
|
| Net cash (used in) investing activities |
(1,762) |
|
(13,971) |
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
| Proceeds from borrowings |
- |
|
1,000 |
| Proceeds from issue of shares |
157 |
|
130 |
| Lease payments |
(32) |
|
- |
|
|
| Net cash provided by financing activities |
125 |
|
1,130 |
|
|
| Net (decrease) in cash held |
(14,331) |
|
(19,000) |
|
| Cash at the beginning of the half-year |
60,166 |
|
86,498 |
|
|
| Cash at the end of the half-year (1) |
45,835 |
|
67,498 |
|
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- Reconciliation of Cash
For the purpose of the Statement of Cash Flows, cash
includes cash on hand and at bank and short term deposits
at call, net of outstanding bank overdrafts. Cash as
at the end of the financial period as shown Statement
of Cash Flows is reconciled to the related items in
the balance sheet as follows:
|
| |
1995 |
|
1994 |
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$000's
| |
$000's |
|
| Cash |
46,329 |
|
67,956 |
| Bank overdraft |
(494) |
|
(458) |
|
| |
45,835 |
|
67,498 |
|
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Investor Relations
This year, in response to numerous requests
for regular information on the Company's activities, Orbital will
be updating its shareholders on a quarterly basis with three quarterly
reports and an Annual Report, in line with US company reporting
requirements. Orbital also has a site on the world-wide web on
the internet ("WWW:http://www.orbeng.com.au") which is updated
immediately with any media statements, technical papers and general
information.
Detailed copies of the half yearly financial
report are available on request from our Public Affairs department.
Finally, the Board of Directors and staff
of Orbital wish to thank you for your continued support.
Yours sincerely
KIM SCHLUNKE
Chief Executive Officer
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