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INTRODUCTION
Since 30 June 1996, Orbital Engine Corporation
Limited and its controlled entities (Orbital) have made significant
progress towards the high volume commercial adoption of it's patented
Orbital Combustion Process (OCP) technology. This progress has been
marked by several important events, notably:
- The formation of a new company in conjunction with Siemens Automotive,
the second largest independent manufacturer of gasoline fuel injectors
in the world. This US based company will develop, manufacture,
distribute and sell fuel rail assemblies incorporating Orbital's
technology.
- The signing of Orbital's first Japanese licensee, marine outboard
engine manufacturer Tohatsu Corporation.
- Orbital's 1.2 litre, three cylinder OCP engine was selected
as the powerplant for Indonesia's Maleo national car project.
- Orbital has secured a Research & Development Syndicate to fund
the $14.5m development and implementation of Orbital's advanced,
next generation injection, combustion and control system for the
conventional 4-stroke automotive engine.
- Expansion of the fuel system relationship with Brunswick Corporation
(METEOR). This joint venture is now licensed to offer Orbital's
full range of systems to all non-automotive customers.
FINANCIAL
Background
As shareholders will be aware, over the last two years Orbital has
sought to eliminate the large intangible asset values from its balance
sheet (30 June 1995: $382.863 million). Shareholders approved measures
to effect this at the 1995 Annual General Meeting, however subsequent
developments have resulted in that course being only partially implemented.
Directors have since resolved to eliminate all intangibles, whether
arising from cash or non-cash transactions by amortising these amounts
over the period 1 January 1996 to 30 June 1999. This results in
large amortisation charges which overwhelm the cash flows, revenues
and costs for the period.
In the short term, these amortisation charges
mean that Orbital will report significantly lower earnings in Australia.
However, in the longer term Orbital will report reduced amortisation
charges and declare dividends earlier than if these policies were
not adopted.
Results
Consolidated operating revenue for the six months to 31 December
1996 increased by 7% to $17.043 million from $15.859 million in
the six months to 31 December 1995. Orbital recorded an operating
loss before abnormal items and income tax of $12.306 million for
the six months ended 31 December 1996, compared to $16.451 million
for the corresponding period last year.
The operating result before abnormal items
and income tax includes a provision of $7.613 million representing
Orbital's estimated future contribution obligations to the expanded
METEOR partnership. This provision is equal to the cash received
from Brunswick Technology Corporation (Orbital's METEOR partner)
for the grant of the licence to the partnership. The provision effectively
negates the licence fee as a receipt of income by Orbital. In the
future, as funds are advanced to the partnership, these funds will
be off-set against the provision, and therefore not negatively impact
the income statement. In the event that funding of this level is
not required, the provision will be reversed with a corresponding
credit to the income statement.
Excluding the above provision, the operating
loss before abnormal items and income tax is $4.693 million. The
improved operating result can be attributed to Orbital's policies
of reducing unfunded development work (which is accounted for as
an expense) and concerted cost reduction efforts. During 1995 the
Company embarked on a "Performance Enhancement Program" with a view
to managing its resource requirements and enhancing productivity
during Orbital's transition period from a development organisation
to a company focused on commercialisation of its technology. Orbital
is now reaping the significant benefits of this program and the
Directors remain confident that further efficiency improvements
are achievable as a result of the initiatives from this program.
Abnormal expenses totalling $69.041 million
were recorded in relation to amortisation of cash expenditures on
Patents, Licences and Technologies ($16.589 million) and Patents,
Licences and Technologies arising from corporate restructurings
($52.452 million). The nature and extent of these items is also
discussed in the "Background" section above.
Orbital recorded an income tax expense of
$12.573 million incorporating an income tax credit of $23.984 million
and an abnormal tax expense of $17.674 million arising from its
research and development syndication arrangements. These syndicates
involve the generation of income for tax purposes but not for accounting,
such as, the sale of a non-exclusive core technology licence, interest
on the restricted access security deposits and a markup on the contracted
expenditure. In addition, an abnormal tax expense of $18.883 million
was recorded in relation to the non-deductible amortisation of Patents,
Licences and Technologies arising from corporate restructurings.
The operating loss after abnormal items and
income tax was $93.920 million for the six months ended 31 December
1996 (1995: $17.773 million).
AUTOMOTIVE APPLICATIONS
In September 1996, Orbital's 1.2 litre, three cylinder, 2-stroke
OCP engine was selected as the powerplant for Indonesia's "Maleo"
national car project following Orbital's highly successful Genesis
project. Under this project, a fleet of Orbital-powered vehicles
were released into the Australian market. The selection of this
engine as the powerplant for the Maleo national car project is a
testament to the success of this R&D Syndication project.
The Maleo passenger vehicle will deliver world
class performance and fuel economy while meeting Indonesia's domestic
and export certification requirements. Throughout 1997 approximately
30 prototype vehicles will be produced with commercial production
set for late 1998.
There is currently an unprecedented interest
in the application of Orbital's direct injection technology to the
conventional 4-stroke automotive engine. Direct injection is
developing as the next major step forward in the evolution of automotive
powerplants and it provides significant advantages in fuel economy,
emissions and performance. These functional benefits are achieved
by creating a stratified fuel-air mixture which is richer near the
spark plug and this allows very lean engine operation. Orbital is
involved in engine application programs for direct injection with
six major automotive manufacturers, and negotiations with several
others. The newly formed Siemens/Orbital joint venture is intended
to act as a high volume supplier of injectors to this potentially
substantial market.
Further core development of the next generation
technology will be conducted in-house at Orbital. This development
will be funded through a Research and Development Syndicate to a
level of $14.5 million. Orbital's Directors believe the overwhelming
support of shareholders in lobbying the government on this issue
was an instrumental factor in Orbital securing the facility, and
would like to extend their gratitude to all shareholders who sent
letters to their parliamentary representatives. The Government's
approval of this Syndicate demonstrates its commitment to furthering
Australian technology.
Syndication is a Federal Government backed
financing mechanism under which companies like Orbital obtain funds
for approved research and development programs in Australia. This
is achieved by researchers utilising income tax benefits to secure
funds from syndicate investors who are able to obtain tax deductions
associated with the research and development program. Syndication
does not involve Orbital taking a loan or issuing equity.
NON AUTOMOTIVE APPLICATIONS
The license agreement signed in February 1997 with Tohatsu Corporation
marked a historic achievement for Orbital. Tohatsu became Orbital's
first Japanese licensee and is that country's second largest manufacturer
of outboard marine engines. Tohatsu unveiled a 50hp three cylinder
engine utilising OCP technology, and capable of meeting tough new
US emission standards, at the recent Tokyo International Boat Show.
Orbital expanded its relationship with Brunswick
Corporation (Mercury Marine's parent) by significantly expanding
the METEOR (Mercury Orbital Technology) partnership This expansion
provides for the growing global demand for low emissions fuel systems
in the marine, personal watercraft, snowmobile and motorcycle markets.
Interest in these DI systems is escalating with the rapid introduction
of stringent new emissions standards being imposed by governments
around the world. The fuel systems are engineered for specific customer
application by METEOR.
Mercury Marine, a division of Brunswick Corporation,
confirmed that programs are underway to introduce Orbital technology
across additional engines in its outboard range. At the September
1996 International Marine Traders Exhibition and Congress held in
Chicago, they announced plans to introduce DI technology to their
135, 150 and 225 horsepower engines. This follows the highly successful
launch of the V6 200hp engine in January of 1996. Mercury Marine
purchases its DI systems from METEOR.
The prospects of rapid penetration of the
Asian motor cycle market also improved through 1996 with the successful
development of a new cost effective and reliable fuel system. This
system is capable of delivering less than 1.2g/km HC + Nox to easily
meet the most stringent standards proposed in Taiwan, the leader
in setting industry emissions standards.
SIEMENS/ORBITAL ALLIANCE
Siemens Automotive and Orbital used the Society of Automotive Engineers
annual congress and exposition in Detroit to announce the formation
of a joint venture to exploit Orbital's revolutionary direct injection
technology.
The rapidly emerging market for direct injection
technology in conventional 4-stroke automotive engines will be
a key customer of the new Company, to be licensed by Orbital. Other
key markets for the company will be the established US and European
non-automotive and growing Asian markets which, driven by new emissions
regulations, provide highly attractive near-term opportunities.
The joint venture will combine the established
design, manufacturing and industrialisation skills of Siemens with
the leading edge direct injection technology developed by Orbital.
A high credibility producer of critical components will greatly
assist the successful implementation of OCP technology in motor
vehicles, which is expected to provide a significant portion of
Orbital's future royalty income.
PROPOSED CAPITAL RESTRUCTURE
On 30 October 1995, shareholders approved two special resolutions
giving effect to a capital restructure of Orbital. Orbital's original
application to the Federal Court to validate the restructure was
adjourned after discussions with the Australian Securities Commission
(ASC). As an alternative it was agreed Orbital would apply for relief
from certain Australian Accounting Standards under Section 313 of
the Corporations Law. Regrettably the ASC has given notice of its
refusal to grant Orbital relief under Section 313 for the full amount
requested. The ASC has indicated they are willing to grant relief
for $52.5 million (attributable to the Sarich Technology Trust conversion)
of the $236.083 million. Orbital has avenues of appeal open through
the Administrative Appeals Tribunal (AAT) and ultimately the Federal
Court.
Orbital has lodged an appeal with the AAT,
and adjourned Federal Court proceedings to confirm the capital reduction
resolutions. Orbital's Directors have since resolved to account
for the matter by accepting the $52.5 million relief the ASC indicated
it was prepared to grant and commence amortisation of the balance
of the amount. Amortisation commenced 1 January 1996 and will be
completed by 30 June 1999 to coincide with Orbital's existing intangible
asset amortisation timeframe. This policy resulted in an abnormal
amortisation charge of $52.452 million for the six months to 31
December 1996.
Orbital's Directors believe this is a satisfactory
resolution of the proposed capital restructure as it ultimately
achieves the Company's original objectives, whilst avoiding incurring
additional costs in terms of legal fees and management time.
INVESTOR RELATIONS
Orbital has adopted the policy of updating its shareholders on a
quarterly basis with three quarterly reports and an Annual Report,
in line with US company reporting requirements. Orbital has also
established a worldwide web site on the internet (http://www.orbeng.com.au)
which provides immediate updates on any media statements, technical
papers and general information.
Copies of the half yearly financial statements
are available on request from our Public Affairs department. Contact
info@orbeng.com.au via email or by telephoning 09-4412311 in Australia
or 517-423 6623 in the United States.
FINANCIAL SUMMARY
The following financial information is based on accounts which have
been subject to a limited review by the auditors, which is not an
audit.
PROFIT AND LOSS ACCOUNT FOR THE SIX MONTHS ENDED
31 DECEMBER 1996
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CONSOLIDATED |
|
1996
|
|
1995 |
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$000's
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$000's |
|
| Operating Revenue |
17,043 |
|
15,859 |
Total operating expenditure, excluding amounts set aside to
fund future partnership contribution obligations |
(21,736) |
|
(32,310) |
|
(4,693) |
|
(16,451) |
Amounts set aside to fund future partnership contribution
obligations |
(7,613) |
|
- |
Operating (loss) before abnormal items and income tax |
(12,306) |
|
(16,451) |
Abnormal expenses: |
|
|
|
Amortisation of certain intangible assets arising from cash
expenditures |
(16,589) |
|
- |
Amortisation of certain intangible assets arising from corporate
restructurings |
(52,452) |
|
- |
Provision for legal fees incurred and settlement costs of
legal action |
- |
|
(1,926) |
Settlement of legal action relating to a controlled entity |
- |
|
(2,202) |
|
(69,041) |
|
(4,128) |
|
|
|
|
Operating (loss) before income tax |
(81,347) |
|
(20,579) |
Income tax credit/(expense) attributable to operating (loss),
including abnormal write offs |
(12,573) |
|
2,806 |
Operating (loss) after income tax |
(93,920) |
|
(17,773) |
Retained profits/(accumulated losses) at the beginning of
the half year |
(23,528) |
|
46,301 |
Transfers to Capital Reduction Account |
52,452 |
|
- |
Retained profits/(accumulated losses) at the end of the half
year |
(64,996) |
|
28,528 |
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