Barbeques Galore Receives Federal Court of Australia's Approval to Hold Shareholder and Option Holder Meetings, Announces Mailing of Proxy Materials and Reports Fiscal 2006 Second Quarter Results.SYDNEY Sydney, city, Australia Sydney, city (1991 pop. 3,097,956), capital of New South Wales, SE Australia, surrounding Port Jackson inlet on the Pacific Ocean. Sydney is Australia's largest city, chief port, and main cultural and industrial center. , Australia Australia (ôstrāl`yə), smallest continent, between the Indian and Pacific oceans. With the island state of Tasmania to the south, the continent makes up the Commonwealth of Australia, a federal parliamentary state (2005 est. pop. & LAKE FOREST, Calif. -- Barbeques Galore Barbeques Galore is an Australian chain of retail stores specializing in barbecue grills that also has a large presence in the United States. There are 84 stores in covering all of Australia, and 75+ stores in 10 American states. Limited (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :BBQZ) today announced that the Federal Court of Australia The Federal Court of Australia is the Australian court in which most civil disputes, and some summary criminal matters, governed by federal law are decided. Cases are heard at first instance by single Judges. approved the holding of special shareholder and option holder meetings to ratify ratify v. to confirm and adopt the act of another even though it was not approved beforehand. Example: An employee for Holsinger's Hardware orders carpentry equipment from Phillips Screws and Nails although the employee was not authorized to buy anything. Ironbridge Capital's proposed acquisition of all outstanding shares and options in the company in a cash transaction valued at approximately ap·prox·i·mate adj. 1. Almost exact or correct: the approximate time of the accident. 2. US$45 million. The company also announced that early next week it will commence mailing proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the special meetings, scheduled to be held on October October: see month. 14, 2005, at the company's corporate headquarters in Sydney, Australia. The transaction is expected to be completed by November November: see month. 1, 2005, subject to approval by shareholders and option holders, regulatory reg·u·late tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates 1. To control or direct according to rule, principle, or law. 2. approvals and the fulfillment ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. of certain financial and other conditions. Barbeques Galore today also reported financial results for its second fiscal quarter ended July July: see month. 31, 2005. Questions or requests for free copies of the proxy materials relating to the proposed transaction may be directed to the Information Agent, PondelWilkinson Inc., at 1880 Century Park East, Suite 700, Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. , California California (kăl'ĭfôr`nyə), most populous state in the United States, located in the Far West; bordered by Oregon (N), Nevada and, across the Colorado River, Arizona (E), Mexico (S), and the Pacific Ocean (W). 90067, or by telephone to 866-279-8084 or 310-279-5980, by fax to 310-279-5988 or by email to investor@pondel.com. Barbeques Galore is the leading chain of specialty A contract under seal. A specialty is a written document that has been sealed and delivered and is given as security for the payment of a specifically indicated debt. retail stores devoted to sales of barbecues, backyard accents, fireside products and related accessories. The company now owns and operates 68 stores in the U.S. and 44 stores in Australia. In addition, it has six franchised stores in the U.S. and 48 licensed stores in Australia. Through its U.S. e-commerce e-commerce, commerce conducted over the Internet, most often via the World Wide Web. E-commerce can apply to purchases made through the Web or to business-to-business activities such as inventory transfers. Web site, www.bbqgalore.com, the company sells an extensive line of barbecue barbecue [West Indian or South American], in the United States, traditionally an open-air gathering, political or social, in which meats are roasted whole over a pit of embers and food and drink are liberally enjoyed. and fireside products and related accessories. BARBEQUES GALORE AND CERTAIN OF ITS DIRECTORS AND OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual OF PROXIES FOR THE SPECIAL MEETINGS OF SHAREHOLDERS AND OPTION HOLDERS RELATING TO THE PROPOSED TRANSACTION. BARBEQUES GALORE HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS COMMENCING MAILING TO ITS SHAREHOLDERS AND OPTION HOLDERS A DEFINITIVE PROXY STATEMENT Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. FOR THE SPECIAL MEETINGS. THE DEFINITIVE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION REGARDING THE PARTICIPANTS IN THE SOLICITATION AND OTHER IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. SHAREHOLDERS AND OPTION HOLDERS OF BARBEQUES GALORE ARE ADVISED TO READ THE COMPANY'S PROXY STATEMENT FOR THE SPECIAL MEETINGS BECAUSE IT CONTAINS IMPORTANT INFORMATION. This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such statements include, but are not limited to statements regarding the proposed merger and the anticipated completion date. Forward looking statements are based on management's current expectations and beliefs, and are subject to risks and uncertainties. Accordingly, actual results may differ materially from the forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. contained herein. Risks that relate to these forward looking statements include the risk that the transaction will not receive the required shareholder, option holder and government approvals and the risk that the transaction will otherwise not be completed. Further detailed information about risk factors that may impact the company's business is set forth in the company's periodic filings with the U.S. Securities and Exchange Commission. Barbeques Galore expressly disclaims any obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
BARBEQUES GALORE LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
In US$ thousands, except share and per share data
Second Quarter Six Months
Ended Ended
July 31, July 31,
--------------- -----------------
2005 2004 2005 2004
------- ------- -------- --------
Net Sales
Australia 18,040 17,218 37,016 35,564
U.S. 43,363 40,205 70,930 65,637
------- ------- -------- --------
Total net sales 61,403 57,423 107,946 101,201
------- ------- -------- --------
Cost of goods sold, warehouse,
distribution & occupancy costs 43,108 39,296 77,575 70,333
------- ------- -------- --------
Gross profit 18,295 18,127 30,371 30,868
------- ------- -------- --------
Selling, general &
administration expenses 19,034 16,806 34,997 31,169
Store pre opening costs 126 71 206 145
Relocation and closure (gains) costs 0 (58) 0 (133)
------- ------- -------- --------
Operating income (loss) (865) 1,308 (4,832) (313)
------- ------- -------- --------
Interest expense 345 369 590 717
------- ------- -------- --------
Income before tax (1,210) 939 (5,422) (1,030)
------- ------- -------- --------
Income tax expense (benefit) (389) 336 (1,878) (395)
------- ------- -------- --------
Net income (loss) (821) 603 (3,544) (635)
======= ======= ======== ========
Basic earnings per share (0.19) 0.15 (0.86) (0.15)
======= ======= ======== ========
Diluted earnings per share (0.19) 0.14 (0.81) (0.15)
======= ======= ======== ========
Weighted average shares outstanding 4,245 4,144 4,144 4,131
======= ======= ======== ========
4,245 4,399 4,399 4,339
======= ======= ======== ========
US$/A$ conversion rate 0.7619 0.7055 0.7055 0.7269
BARBEQUES GALORE LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
In Australian$ thousands, except share and per share data
Second Quarter Six Months
Ended Ended
July 31, July 31,
--------------- -----------------
2005 2004 2005 2004
------- ------- -------- --------
Net Sales
Australia 23,678 24,405 48,012 48,637
U.S. 56,914 56,988 92,265 90,579
------- ------- -------- --------
Total net sales 80,592 81,393 140,277 139,216
------- ------- -------- --------
Cost of goods sold, warehouse,
distribution & occupancy costs 56,580 55,700 100,780 96,695
------- ------- -------- --------
Gross profit 24,012 25,693 39,497 42,521
------- ------- -------- --------
Selling, general &
administration expenses 24,982 23,822 45,453 42,793
Store pre opening costs 166 100 269 198
Relocation and closure (gains) costs 0 (82) 0 (181)
------- ------- -------- --------
Operating income (loss) (1,136) 1,853 (6,225) (289)
------- ------- -------- --------
Interest expense 453 523 767 982
------- ------- -------- --------
Income before tax (1,589) 1,330 (6,992) (1,271)
------- ------- -------- --------
Income tax expense (benefit) (510) 476 (2,419) (490)
------- ------- -------- --------
Net income (loss) (1,079) 854 (4,573) (781)
======= ======= ======== ========
Basic earnings per share (0.25) 0.21 (1.10) (0.19)
======= ======= ======== ========
Diluted earnings per share (0.25) 0.19 (1.04) (0.18)
======= ======= ======== ========
Weighted average shares outstanding 4,245 4,144 4,144 4,131
======= ======= ======== ========
4,245 4,399 4,399 4,339
======= ======= ======== ========
BARBEQUES GALORE LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
In US$ thousands
July 31, Jan. 31,
2005 2005
Assets
Current assets:
Cash and cash equivalents $ 1,332 $ 848
Accounts receivable, net 5,901 5,937
Other receivables 1,047 4,684
Inventories 46,759 45,226
Deferred income taxes 5,073 2,381
Prepaid expenses and other current assets 1,565 1,451
------- -------
Total current assets 61,677 60,527
Non-current assets:
Property, plant and equipment, net 17,878 16,554
Goodwill, net 1,085 1,079
Deferred income taxes 2,647 2,709
Other non-current assets 645 654
------- -------
Total assets $83,932 $81,523
======= =======
Liabilities and shareholders' equity
Current liabilities:
Accounts payable and accrued liabilities $25,464 $22,787
Payables to related parties 4 3
Short-term bank borrowings 19,120 15,648
Current portion of obligations under capital
leases 754 978
Income taxes payable 239 2
------- -------
Total current liabilities 45,581 39,418
Non-current liabilities:
Obligations under capital leases, excluding
current portion 2,012 1,807
Other long-term liabilities 2,887 2,889
------- -------
Total liabilities $50,480 $44,114
------- -------
Shareholders' equity:
Ordinary shares, no par value; authorized
27,437,853 shares; 4,670,291 issued shares;
4,245,291 outstanding shares 31,650 32,267
Accumulated other comprehensive income (3,630) (3,937)
Retained earnings 7,100 10,780
------- -------
35,120 39,110
Less: Treasury Stock at cost - 425,000 ordinary
shares (1,668) (1,701)
------- -------
Total shareholders' equity 33,452 37,409
------- -------
Total liabilities and shareholders' equity $83,932 $81,523
======= =======
Exchange rate used 0.7595 0.7744
BARBEQUES GALORE LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
In Australian$ thousands
July 31, Jan. 31,
2005 2005
Assets
Cash and cash equivalents $ 1,754 $ 1,095
Accounts receivable, net 7,769 7,666
Other receivables 1,378 6,049
Inventories 61,566 58,401
Deferred income taxes 6,679 3,075
Prepaid expenses and other current assets 2,062 1,874
-------- --------
Total current assets 81,208 78,160
Property, plant and equipment, net 23,539 21,376
Goodwill, net 1,428 1,393
Deferred income taxes 3,485 3,498
Other non-current assets 850 845
-------- --------
Total assets $110,510 $105,272
======== ========
Accounts payable and accrued liabilities $ 33,529 $ 29,425
Payables to related parties 5 4
Short-term bank borrowings 25,174 20,206
Current portion of obligations under capital
leases 993 1,263
Income taxes payable 315 3
-------- --------
Total current liabilities 60,016 50,901
Obligations under capital leases, excluding current
portion 2,649 2,333
Other long-term liabilities 3,801 3,730
-------- --------
Total liabilities $ 66,466 $ 56,964
-------- --------
Ordinary shares, no par value; authorized
27,437,853 shares; 4,670,291 issued shares;
4,245,291 outstanding shares 41,672 41,667
Accumulated other comprehensive income (4,780) (5,084)
Retained earnings 9,348 13,921
-------- --------
46,240 50,504
Less: Treasury Stock at cost - 425,000 ordinary
shares (2,196) (2,196)
-------- --------
Total shareholders' equity 44,044 48,308
-------- --------
Total liabilities and shareholders' equity $110,510 $105,272
======== ========
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