Exhibit 99.3
Registered number
05997790
Farncombe Technology Limited
Report and Accounts
31 December 2014
Farncombe Technology Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the report and accounts in accordance with applicable law and regulations.
Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) and FRS102applicable to small entities. Under company law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these accounts, the directors are required to:
| ● | select suitable accounting policies and then apply them consistently; |
| ● | make judgements and estimates that are reasonable and prudent; |
| ● | prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Farncombe Technology Limited
Independent auditors' report
To the Board of Directors and Shareholders
We have audited the accompanying financial statements of Farncombe Technology Limited, which comprise the Balance Sheet as of 31 December 2014, and the related Profit and Loss Account and cash flow for the year then ended.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United Kingdom; this includes the design, implementation, and maintenance of Internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the financial statements 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 Company's Internal Control. Accordingly, we express no such opinion. An audit also includes evaluationg the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above presents fairly, in all material respects, the financial position of Farncombe Technology Limited at 31 December 2014, and the profits of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in United Kingdomand FRS102applicable to small entities.
/s/ SVP Associates Limited
SVP Associates Limited
Certified Accountants and Registered Auditors
First Floor, 2 Victoria Road
Harpenden
Hertfordshire AL5 4EA
29 September 2015
Farncombe Technology Limited
Statement of Income
for the year ended 31 December 2014
| | Notes | | | 2014 | |
| | | | | £ | |
Revenue | | | | | | | 2,602,187 | |
| | | | | | | | |
Cost of sales | | | | | | | (2,191,520 | ) |
| | | | | | | | |
Gross profit | | | | | | | 410,667 | |
| | | | | | | | |
Administrative expenses | | | | | | | (872,350 | ) |
Inter-company management charge | | | | | | | 621,902 | |
| | | | | | | | |
Operating profit/(loss) | | | 3 | | | | 160,219 | |
| | | | | | | | |
Finance costs | | | 4 | | | | (13,453 | ) |
| | | | | | | | |
Profit/(loss) on ordinary activities before taxation | | | | | | | 146,766 | |
| | | | | | | | |
Tax on profit/(loss) on ordinary activities | | | 5 | | | | (30,416 | ) |
| | | | | | | | |
Profit/(loss) for the financial year | | | | | | | 116,350 | |
| | | | | | | | |
Retained earnings at 1 January 2014 | | | | | | | 415,054 | |
| | | | | | | | |
Retained earnings at 31 December 2014 | | | | | | | 531,404 | |
Farncombe Technology Limited
Statement of Other Comprehensive Income
for the year ended 31 December 2014
| | 2014 | |
| | £ | |
Profit/(loss) for the financial year | | | 116,350 | |
| | | | |
Total recognised gains and losses related to the year | | | 116,350 | |
Farncombe Technology Limited
Statement of Financial Position
as at 31 December 2014
| | Notes | | | | | | 2014 | |
Non current assets | | | | | | | | | | | £ | |
Intangible assets | | | 6 | | | | | | | | 48,502 | |
Leasehold property and equipment | | | 7 | | | | | | | | 75,175 | |
Financial Assets | | | 8 | | | | | | | | 200 | |
| | | | | | | | | | | 123,877 | |
| | | | | | | | | | | | |
Current assets | | | | | | | | | | | | |
Trade and other receivables | | | 9 | | | | 1,529,728 | | | | | |
Cash and cash equivalents | | | | | | | 281,543 | | | | | |
| | | | | | | 1,811,271 | | | | | |
| | | | | | | | | | | | |
Creditors: amounts falling due within one year | | | 10 | | | | (1,361,761 | ) | | | | |
| | | | | | | | | | | | |
Net current assets | | | | | | | | | | | 449,510 | |
| | | | | | | | | | | | |
Total assets less current liabilities | | | | | | | | | | | 573,387 | |
| | | | | | | | | | | | |
Provisions for liabilities | | | 11 | | | | | | | | (10,066 | ) |
| | | | | | | | | | | | |
Net assets | | | | | | | | | | | 563,321 | |
| | | | | | | | | | | | |
Equity | | | | | | | | | | | | |
Called up share capital | | | 12 | | | | | | | | 31,917 | |
Profit and loss account | | | 13 | | | | | | | | 531,404 | |
| | | | | | | | | | | | |
Shareholders' funds | | | | | | | | | | | 563,321 | |
Farncombe Technology Limited
Statement of changes in equity
as at 31 December 2014
| | Share | | | Share | | | Retained | | | | |
| | Capital | | | Premium | | | earnings | | | Total | |
| | £ | | | £ | | | £ | | | £ | |
| | | | | | | | | | | | |
Balance at 1 January 2014 as previously reported | | | 31,917 | | | | - | | | | 415,054 | | | | 446,971 | |
| | | | | | | | | | | | | | | | |
Prior period adjustment | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Shares issued in the year | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Profit for the year | | | - | | | | - | | | | 116,350 | | | | 116,350 | |
| | | | | | | | | | | | | | | | |
Dividends | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Other comprehensive income for the year | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Balance as 31 December 2014 | | | 31,917 | | | | - | | | | 531,404 | | | | 563,321 | |
Farncombe Technology Limited
Statement of Cash Flows
for the year ended 31 December 2014
| | 2014 | |
| | £ | |
Cash flow from operating activities | | | | |
Operating profit | | | 160,219 | |
Reconciliation to cash generated from operations: | | | | |
Depreciation | | | 25,949 | |
Amortisation of goodwill | | | 81,761 | |
Increase in debtors | | | (86,932 | ) |
Increase in creditors | | | 70,308 | |
| | | 251,305 | |
| | | | |
Investing activities | | | | |
Interest received | | | - | |
Issue of shares for cash | | | - | |
Purchase of intangible fixed assets | | | (71,960 | ) |
Proceeds from sale of tangible fixed assets | | | 443 | |
| | | (71,517 | ) |
| | | | |
Financing activities | | | | |
Interest paid | | | (13,453 | ) |
Tax paid | | | (238 | ) |
Dividends paid | | | - | |
| | | (13,691 | ) |
| | | | |
Net increase/(decrease) in cash | | | 166,097 | |
Cash at bank and in hand less overdrafts at 1 January | | | 115,446 | |
Cash at bank and in hand less overdrafts at 31 December | | | 281,543 | |
| | | | |
Consisting of: | | | | |
Cash at bank and in hand | | | 281,543 | |
Farncombe Technology Limited
Notes to the Accounts
for the year ended 31 December 2014
Farncombe Techonolgy Limited is a company domicled in England and Wales, registeration number 05997790. The registered office is Grove House, Lutyens Close, Chinham Court, Basingstoke, England RG24 8AG.
| 2 | Compliance with accounting standards |
Basis of preparation
The accounts have been prepared in accordance with the provisions of FRS 102 applicable to small entities.
Turnover
Turnover represents the value, net of value added tax and discounts, of goods provided to customers and work carried out in respect of services provided to customers.
Depreciation
Depreciation has been provided at the following rates in order to write off the assets over their estimated useful lives.
Plant and machinery | 33% straight line & 25% reducing balance |
Leasehold property | over period of 5 year lease |
Deferred taxation
Full provision is made for deferred taxation resulting from timing differences between the recognition of gains and losses in the accounts and their recognition for tax purposes. Deferred taxation is calculated on an un-discounted basis at the tax rates which are expected to apply in the periods when the timing differences will reverse.
Foreign currencies
Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. All differences are taken to the profit and loss account.
Leasing and hire purchase commitments
Assets held under finance leases and hire purchase contracts, which are those where substantially all the risks and rewards of ownership of the asset have passed to the company, are capitalised in the balance sheet and depreciated over their useful lives. The corresponding lease or hire purchase obligation is treated in the balance sheet as a liability.
The interest element of the rental obligations is charged to the profit and loss account over the period of the lease and represents a constant proportion of the balance of capital repayments outstanding.
Rentals paid under operating leases are charged to income on a straight line basis over the lease term.
Pensions
The company operates a defined contribution pension scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.
Farncombe Technology Limited
Notes to the Accounts
for the year ended 31 December 2014
| | 2014 | |
| | £ | |
This is stated after charging: | | | | |
Depreciation of owned fixed assets | | | 25,949 | |
Amortisation of goodwill | | | 81,761 | |
Directors' remuneration | | | 126,107 | |
| | 2014 | |
| | £ | |
Interest payable | | | 13,453 | |
| | 2014 | |
| | £ | |
UK corporation tax | | | (3,456 | ) |
Deferred tax | | | 33,872 | |
| | | 30,416 | |
Goodwill:
| | £ | |
| | | |
Cost | | | | |
At 1 January 2014 | | | 255,999 | |
At 31 December 2014 | | | 255,999 | |
| | | | |
Amortisation | | | | |
At 1 January 2014 | | | 125,736 | |
Provided during the year | | | 81,761 | |
At 31 December 2014 | | | 207,497 | |
| | | | |
Net book value | | | | |
At 31 December 2014 | | | 48,502 | |
Goodwill is being written off in equal annual instalments over its estimated economic life of 5 years.
Farncombe Technology Limited
Notes to the Accounts
for the year ended 31 December 2014
| 7 | Leasehold property, Plant and Equipment |
| | Leasehold | | | Fixtures & | | | | |
| | Property | | | Fittings | | | Total | |
| | £ | | | £ | | | £ | |
Cost | | | | | | | | | | | | |
At 1 January 2014 | | | 26,516 | | | | 94,909 | | | | 121,425 | |
Additions | | | - | | | | 71,960 | | | | 71,960 | |
Disposals | | | (26,516 | ) | | | (938 | ) | | | (27,454 | ) |
At 31 December 2014 | | | - | | | | 165,931 | | | | 165,931 | |
| | | | | | | | | | | | |
Depreciation | | | | | | | | | | | | |
At 1 January 2014 | | | 26,516 | | | | 65,302 | | | | 91,818 | |
Charge for the year | | | - | | | | 25,949 | | | | 25,949 | |
On disposals | | | (26,516 | ) | | | (495 | ) | | | (27,011 | ) |
At 31 December 2014 | | | - | | | | 90,756 | | | | 90,756 | |
| | | | | | | | | | | | |
Net book value | | | | | | | | | | | | |
At 31 December 2014 | | | - | | | | 75,175 | | | | 75,175 | |
| | Investments in subsidiary undertakings | |
| | £ | |
Cost | | | | |
At 1 January 2014 | | | 200 | |
| | | | |
At 31 December 2014 | | | 200 | |
The company holds 20% or more of the share capital of the following companies:
Company | | Shares held | | | | | Capital and reserves | | | Profit (loss) for the year | |
| | Class | | % | | | £ | | | £ | |
Farncombe Engineering Services Ltd | | Ordinary | | | 82.5 | | | | 304,004 | | | | (50,663 | ) |
| | 2014 | |
| | £ | |
Trade receivables | | | 599,115 | |
| | | | |
Amount receivable from related parties | | | 692,271 | |
Deferred tax asset (see note 11) | | | - | |
Other debtors and receivables | | | 238,342 | |
| | | 1,529,728 | |
| 10 | Creditors: amounts falling due within one year |
| | 2014 | |
| | £ | |
Trade payables | | | 303,872 | |
Amounts due to related parties | | | 539,513 | |
Current tax liability | | | (3,694 | ) |
Other taxes and social security costs | | | 205,404 | |
Directors loans | | | 55,000 | |
Accruals and other payables | | | 261,666 | |
| | | 1,361,761 | |
Farncombe Technology Limited
Notes to the Accounts
for the year ended 31 December 2014
| 11 | Provisions for liabilities |
| Deferred taxation: |
| | 2014 | |
| | £ | |
Timing differences and other deductions | | | 10,066 | |
| | 2014 | |
| | £ | |
At 1 January | | | (23,806 | ) |
Deferred tax charge/credit in profit and loss account | | | 33,872 | |
| | | | |
At 31 December | | | 10,066 | |
| | Nominal | | 2014 | | | 2014 | |
| | value | | Number | | | £ | |
Allotted, called up and fully paid: | | | | | | | | | | |
Ordinary shares | | £1.00 each | | | 31,917 | | | | 31,917 | |
| | 2014 | |
| | £ | |
| | | | |
At 1 January 2014 | | | 415,054 | |
Profit for the year | | | 116,350 | |
| | | | |
At 31 December 2014 | | | 531,404 | |
| 14 | Other financial commitments |
| | 2014 | |
| | £ | |
| | | | |
At the year end the company had annual commitments under non-cancellable operating leases as set out below: | | | | |
| | | | |
Operating leases which expire: | | | | |
within one year | | | 132,131 | |
within two to five years | | | 3,723 | |
| | | 135,854 | |
| 15 | Average number of employees |
| | 2014 | |
| | £ | |
During the year average number of employees was : | | | 17 | |
| | | 17 | |
Farncombe Technology Limited
Notes to the Accounts
for the year ended 31 December 2014
| | 2014 | |
| | £ | |
| | | |
Sales | | | 2,602,187 | |
| | | | |
Cost of sales | | | (2,191,520 | ) |
| | | | |
Gross profit | | | 410,667 | |
| | | | |
Administrative expenses | | | (872,350 | ) |
Other operating income | | | 621,902 | |
Bad Debts | | | - | |
Operating profit/(loss) | | | 160,219 | |
| | | | |
Interest payable | | | (13,453 | ) |
| | | | |
Profit/(loss) before tax | | | 146,766 | |
Farncombe Technology Limited
Notes to the Accounts
for the year ended 31 December 2014
| | 2014 | |
| | £ | |
Sales | | | | |
Sales | | | 2,602,187 | |
| | | | |
Cost of sales | | | | |
Wages and salaries | | | 754,547 | |
Directors' salaries | | | 126,107 | |
Employer's NI | | | 97,897 | |
Pensions | | | 15,082 | |
Consultancy fees | | | 1,005,060 | |
Security specific costs | | | 75,113 | |
Agency fees | | | - | |
Equipment for client | | | 3,425 | |
Expenses incurred | | | 114,289 | |
Costs capitalised | | | - | |
| | | 2,191,520 | |
| | | | |
Administrative expenses | | | | |
Employee costs: | | | | |
Wages and salaries | | | 112,368 | |
Staff training and welfare | | | 716 | |
Travel and subsistence | | | 61,834 | |
Motor expenses | | | 4,656 | |
Entertaining | | | 13,980 | |
| | | 193,554 | |
Premises costs: | | | | |
Rent | | | 259,177 | |
| | | 259,177 | |
General administrative expenses: | | | | |
Telephone and fax | | | 26,192 | |
Stationery and printing | | | 5,496 | |
Foreign currency losses/(gains) | | | 24,115 | |
Bank charges | | | 5,557 | |
Insurance | | | 45,260 | |
IT costs | | | 25,470 | |
Depreciation | | | 25,945 | |
Disposal of assets loss/(profit) | | | (57 | ) |
Amortisation of goodwill | | | 81,761 | |
Bad debts | | | 42,564 | |
Sundry expenses | | | 2,910 | |
| | | 285,213 | |
Legal and professional costs: | | | | |
Accountancy fees | | | 28,327 | |
Advertising and PR | | | 88,335 | |
Other legal and professional | | | 17,744 | |
| | | 134,406 | |
| | | 872,350 | |
| | | | |
Other operating income | | | | |
Inter-company management charge | | | 621,902 | |