Exhibit 99.1
Performance Products Limited
FINANCIAL STATEMENTS
for the years ended
31 March 2006 and 2005
Independent Auditors Report
To the board of directors and shareholders of Performance Products Limited
We have audited the accompanying balance sheet of Performance Products Limited (the “Company”), as of March 31, 2005 and 2006 and the related notes, profit and loss account and cash flows for the years then ended. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing 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 over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2005 and 2006 and the results of its operations and cash flow for the two years then ended in conformity with accounting principles generally accepted in the United Kingdom (“UK GAAP”).
UK GAAP varies in certain significant respects from the accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in note 28 to the financial statements.
Baker Tilly
Liverpool
December 29, 2006
Performance Products Limited
Pofit and loss account
for the years ended 31 March 2006 and 2005
| | | | | | | | |
| | Notes | | 2006 £ | | | 2005 £ | |
TURNOVER | | 2 | | 7,951,315 | | | 8,433,459 | |
| | | |
Cost of Sales | | | | (3,982,556 | ) | | (4,003,621 | ) |
| | | | | | | | |
Gross Profit | | | | 3,968,759 | | | 4,429,838 | |
| | | |
Administrative expense | | | | (3,241,472 | ) | | (3,607,125 | ) |
Exceptional Items | | 6 | | (89,018 | ) | | — | |
Other operating income | | | | 699 | | | 2,139 | |
| | | | | | | | |
OPERATING PROFIT | | 3 | | 638,968 | | | 824,852 | |
| | | |
Interest receivable | | | | 1,815 | | | 582 | |
| | | | | | | | |
| | | | 640,783 | | | 825,434 | |
| | | |
Interest payable and similar charges | | 7 | | (183,264 | ) | | (197,963 | ) |
| | | | | | | | |
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION | | 457,519 | | | 627,471 | |
| | | |
Taxation | | 8 | | (123,046 | ) | | (203,679 | ) |
| | | | | | | | |
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION | | 334,473 | | | 423,792 | |
| | | | | | | | |
* | The notes form an integral part of the financial statements. |
Performance Products Limited
Balance Sheet
for the years ended 31 March 2006 and 2005
| | | | | | | | | | | | |
| | Notes | | 2006 £ | | £ | | | 2005 £ | | £ | |
FIXED ASSETS | | | | | | | | | | | | |
Tangible assets | | 10 | | | | 1,263,539 | | | | | 1,447,706 | |
Investments | | 11 | | | | 1,588 | | | | | 200 | |
| | | | | | | | | | | | |
| | | | | | 1,265,127 | | | | | 1,447,906 | |
| | | | | |
CURRENT ASSETS | | | | | | | | | | | | |
Stocks | | 12 | | 1,112,441 | | | | | 1,700,624 | | | |
Debtors | | 13 | | 965,797 | | | | | 958,291 | | | |
Cash at bank | | | | 344,297 | | | | | 452,295 | | | |
| | | | | | | | | | | | |
| | | | 2,422,535 | | | | | 3,111,210 | | | |
| | | | | |
CREDITORS | | | | | | | | | | | | |
Amounts falling due within one year | | 14 | | 3,110,837 | | | | | 3,608,054 | | | |
| | | | | | | | | | | | |
NET CURRENT LIABILITIES | | | | | | (688,302 | ) | | | | (496,844 | ) |
| | | | | | | | | | | | |
| | | | | | 576,825 | | | | | 951,062 | |
| | | | | |
CREDITORS | | | | | | | | | | | | |
Amounts falling due after more than one year | | 15 | | | | 327,110 | | | | | 897,820 | |
| | | | | | | | | | | | |
| | | | | | 249,715 | | | | | 53,242 | |
| | | | | |
PROVISIONS FOR LIABILITIES AND CHARGES | | | | | | | | | | | | |
Deferred taxation | | 18 | | | | — | | | | | 11,750 | |
| | | | | | | | | | | | |
| | | | | | 249,715 | | | | | 41,492 | |
| | | | | | | | | | | | |
CAPITAL AND RESERVES | | | | | | | | | | | | |
Called up equity share capital | | 21 | | | | 25,000 | | | | | 25,000 | |
Profit and loss account | | 22 | | | | 224,715 | | | | | 16,492 | |
| | | | | | | | | | | | |
SHAREHOLDERS’ FUNDS | | 23 | | | | 249,715 | | | | | 41,492 | |
| | | | | | | | | | | | |
* | The notes form an integral part of the financial statements. |
Performance Products Limited
Cash Flow Statement
for the years ended 31 March 2006 and 2005
| | | | | | | | | | | | | | |
| | Notes | | 2006 £ | | | £ | | | 2005 £ | | | £ | |
Net cash flow from operating activities | | 24 | | | | | 1,205,174 | | | | | | 2,205,812 | |
| | | | | |
RETURNS ON INVESTMENTS AND | | | | | | | | | | | | | | |
SERVICING OF FINANCE | | | | | | | | | | | | | | |
Interest received | | | | 1,815 | | | | | | 582 | | | | |
Interest paid | | | | (170,104 | ) | | | | | (184,158 | ) | | | |
Interest element of hire purchase | | | | (13,160 | ) | | | | | (13,805 | ) | | | |
| | | | | | | | | | | | | | |
NET CASH OUTFLOW FROM RETURNS | | | | | | | | | | | | | | |
ON INVESTMENTS AND SERVICING OF | | | | | | | | | | | | | | |
FINANCE | | | | | | | (181,449 | ) | | | | | (197,381 | ) |
| | | | | |
Taxation | | | | | | | (747,299 | ) | | | | | (445,773 | ) |
| | | | | |
CAPITAL EXPENDITURE | | | | | | | | | | | | | | |
Payments to acquire tangible fixed assets | | | | (113,285 | ) | | | | | (74,151 | ) | | | |
Receipts from sale of fixed assets | | | | 32,550 | | | | | | 64,280 | | | | |
| | | | | | | | | | | | | | |
NET CASH OUTFLOW FROM CAPITAL | | | | | | | (80,735 | ) | | | | | (9,871 | ) |
EXPENDITURE | | | | | | | | | | | | | | |
| | | | | |
ACQUISITIONS AND DISPOSALS | | | | | | | | | | | | | | |
Acquire investments in participating interests | | | | (1,388 | ) | | | | | — | | | | |
| | | | | | | | | | | | | | |
NET CASH OUTFLOW FROM | | | | | | | | | | | | | | |
ACQUISITIONS AND DISPOSALS | | | | | | | (1,388 | ) | | | | | — | |
| | | | | |
Equity dividends paid | | | | | | | (126,250 | ) | | | | | (1,357,000 | ) |
| | | | | | | | | | | | | | |
CASH INFLOW BEFORE FINANCING | | | | | | | 68,053 | | | | | | 195,787 | |
FINANCING | | | | | | | | | | | | | | |
| | | | | |
Repayment of bank loans | | | | (51,437 | ) | | | | | (47,264 | ) | | | |
Capital element of hire purchase | | | | (115,782 | ) | | | | | (208,101 | ) | | | |
| | | | | | | | | | | | | | |
NET CASH OUTFLOW FROM FINANCING | | | | | (167,219 | ) | | | | | (255,365 | ) |
| | | | | | | | | | | | | | |
DECREASE IN CASH IN THE PERIOD | | 24 | | | | | (99,166 | ) | | | | | (59,578 | ) |
| | | | | | | | | | | | | | |
* | The notes form an integral part of the financial statements. |
Performance Products Limited
Notes to the financial statements
for the years ended 31 March 2006 and 2005
1 ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements have been prepared under the historical cost convention.
TURNOVER
Turnover represents the amount derived from the provision of goods and services which fall within the company’s ordinary activities, entirely within the UK, stated net of trade discounts and value added tax.
FIXED ASSETS
All fixed assets are initially recorded at cost.
DEPRECIATION
Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:
| | | | |
Freehold buildings | | - | | 2% straight line |
Fixtures, fittings and machinery | | - | | 25% straight line |
Motor vehicles | | - | | 25% straight line |
Computer equipment | | - | | 25% straight line |
STOCKS
Stocks are valued at the lower of cost and realizable value, after making due allowance for obsolete and slow moving items. Cost is computed on a first in first out basis. Net realizable value is based on estimated selling price less the estimated cost of disposal.
HIRE PURCHASE AGREEMENTS
Assets held under hire purchase agreements are capitalized and disclosed under tangible fixed assets at their fair value. The capital element of the future payments is treated as a liability and the interest is charged to the profit and loss account on a straight line basis.
OPERATING LEASE AGREEMENTS
Rentals paid under operating leases are charged to income as incurred.
PENSION COSTS
The company operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the company. The annual contributions payable are charged to the profit and lossaccount.
Performance Products Limited
Notes to the financial statements (continued)
for the years ended 31 March 2006 and 2005
DEFERRED TAXATION
Deferred tax is recognized in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company’s taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognized in the financial statements.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.
FOREIGN CURRENCIES
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
EMPLOYEE BENEFIT TRUST
In accordance with requirements of UTIF Abstract 32, assets held in the employee benefit trust are recognized as assets of the company until they vest unconditionally in identified beneficiaries. The subsidiary accounts are not material to the company and as such consolidated accounts have not been prepared.
DEFERRED INCOME
Where download fees relate to future accounting periods, the income is deferred until those periods.
JOINT VENTURES
Undertakings in which the company has a long term interest and shares control under a contractual arrangement are defined as joint ventures. The joint venture accounts are not material to the company and as such have not been accounted for in the accounts of Performance Products Limited.
The turnover and profit before tax are attributable to the one principal activity of the company.
An analysis of turnover is given below:
| | | | | | |
| | 2006 £ | | 2005 £ |
United Kingdom | | 7,951,315 | | | | 8,433,459 |
| | | | | | |
Performance Products Limited
Notes to the financial statements (continued)
for the years ended 31 March 2006 and 2005
Operating profit is stated after charging/(crediting):
| | | | | | |
| | 2006 £ | | | 2005 £ | |
Depreciation of owned fixed assets | | 165,324 | | | 158,846 | |
Depreciation of assets held under hire purchase agreements | | 95,837 | | | 84,921 | |
Loss/(profit) on disposal of fixed assets | | 3,741 | | | (2,525 | ) |
Auditors’ remuneration - as auditors | | 11,500 | | | 10,250 | |
Operating lease costs: | | | | | | |
Land and buildings | | 34,530 | | | 34,750 | |
Net (profit)/loss on foreign currency translation | | (238,195 | ) | | 225,123 | |
| | | | | | |
4 | PARTICULARS OF EMPLOYEES |
The average number of staff employed by the company during the financial year amounted to:
| | | | |
| | 2006 No | | 2005 No |
Number of sales staff | | 16 | | 17 |
Number of technical staff | | 8 | | 10 |
Number of administrative staff | | 14 | | 17 |
| | | | |
| | 38 | | 44 |
| | | | |
The aggregate payroll costs of the above were: | | | | |
| | 2006 £ | | 2005 £ |
Wages and salaries | | 968,177 | | 1,089,843 |
Social security costs | | 335,104 | | 139,673 |
Staff pension contributions | | 19,369 | | 19,559 |
Directors’ pension costs | | 7,200 | | 7,200 |
| | | | |
| | 1,329,850 | | 1,256,275 |
| | | | |
The directors’ aggregate emoluments in respect of qualifying services were:
| | | | |
| | 2006 £ | | 2005 £ |
Aggregate emoluments | | 351,041 | | 350,552 |
Value of company pension contributions to money purchase schemes | | 7,200 | | 7,200 |
| | | | |
| | 358,241 | | 357,752 |
| | | | |
Performance Products Limited
Notes to the financial statements (continued)
for the years ended 31 March 2006 and 2005
Emoluments of highest paid director:
| | | | |
| | 2006 £ | | 2005 £ |
Total emoluments (excluding pension contributions) | | 106,081 | | 110,864 |
| | | | |
The number of directors who accrued benefits under company pension schemes was as follows: | | | | |
| | 2006 No | | 2005 No |
Money purchase schemes | | 3 | | 3 |
| | | | |
Exceptional items totaling £89,015 represent the following:
£125,000 was receivable in the year for reimbursed legal costs.
A settlement amount was agreed in relation to The Employee Benefit Trust at £214,018 for national insurance (included in note 4) (Interest on the national insurance of £31,685 is included in note 7 as other interest).
7 | INTEREST PAYABLE AND SIMILAR CHARGES |
| | | | |
| | 2006 £ | | 2005 £ |
Interest payable on bank borrowing | | 57,741 | | 65,668 |
Mortgage interest payable | | 23,521 | | 30,535 |
Finance charges | | 13,160 | | 13,805 |
Other interest | | 88,842 | | 87,955 |
| | | | |
| | 183,264 | | 197,963 |
| | | | |
8 | TAXATION ON ORDINARY ACTIVITIES |
(a) Analysis of charge in the year
| | | | | | |
| | 2006 £ | | | 2005 £ | |
Current tax: | | | | | | |
| | |
In respect of the year: | | | | | | |
| | |
UK Corporation tax based on the results for the year at 30% (2005 - 30%) | | 157,094 | | | 217,934 | |
Adjustment in respect of previous periods | | (22,298 | ) | | 3,995 | |
| | | | | | |
Total current tax | | 134,796 | | | 221,929 | |
| | |
Deferred tax: | | | | | | |
| | |
Origination and reversal of timing differences | | (11,750 | ) | | (18,250 | ) |
| | | | | | |
Tax on profit on ordinary activities | | 123,046 | | | 203,679 | |
| | | | | | |
Performance Products Limited
Notes to the financial statements (continued)
for the years ended 31 March 2006 and 2005
(b) Factors affecting current tax charge
The tax assessed on the profit on ordinary activities for the year is lower than the standard rate of corporation tax in the UK of 30% (2005 - 30%).
| | | | | | |
| | 2006 £ | | | 2005 £ | |
Profit on ordinary activities before taxation | | 457,519 | | | 627,471 | |
| | | | | | |
Profit on ordinary activities multiplied by the standard rate of tax in the UK of 30% (2005 - 30%) | | 137,256 | | | 188,241 | |
Expenses not deductible for tax purposes | | 12,707 | | | 24,633 | |
Loss/(profit) on disposal of fixed assets | | 1,122 | | | (758 | ) |
Differences between capital allowances and depreciation | | 30,604 | | | 25,304 | |
Adjustment in respect of previous periods | | (22,298 | ) | | 3,995 | |
Marginal relief | | (24,595 | ) | | (19,486 | ) |
| | | | | | |
Total current tax (note 8(a)) | | 134,796 | | | 221,929 | |
| | | | | | |
The following dividends have been paid in respect of the year:
| | | | |
| | 2006 £ | | 2005 £ |
Dividend paid on A ordinary shares | | 126,250 | | 1,357,000 |
| | | | |
| | | | | | | | | | | | |
| | Freehold land & buildings £ | | Fixtures, fittings and machinery £ | | Motor vehicles £ | | | Computer equipment £ | | Total £ | |
Cost | | | | | | | | | | | | |
At 1 April 2005 | | 872,184 | | 322,806 | | 431,909 | | | 292,261 | | 1,919,160 | |
Additions | | — | | 95,821 | | — | | | 17,464 | | 113,285 | |
Disposals | | — | | — | | (68,047 | ) | | — | | (68,047 | ) |
| | | | | | | | | | | | |
At 31 March 2006 | | 872,184 | | 418,627 | | 363,862 | | | 309,725 | | 1,964,398 | |
| | | | | | | | | | | | |
Depreciation | | | | | | | | | | | | |
At 1 April 2005 | | 39,804 | | 176,841 | | 128,910 | | | 125,899 | | 471,454 | |
Charge for the year | | 17,443 | | 76,926 | | 96,052 | | | 70,740 | | 261,161 | |
On disposals | | — | | — | | (31,756 | ) | | — | | (31,756 | ) |
| | | | | | | | | | | | |
At 31 March 2006 | | 57,247 | | 253,767 | | 193,206 | | | 196,639 | | 700,859 | |
| | | | | | | | | | | | |
Net book value | | | | | | | | | | | | |
At 31 March 2006 | | 814,937 | | 164,860 | | 170,656 | | | 113,086 | | 1,263,539 | |
| | | | | | | | | | | | |
At 31 March 2005 | | 832,380 | | 145,965 | | 302,999 | | | 166,362 | | 1,447,706 | |
| | | | | | | | | | | | |
Performance Products Limited
Notes to the financial statements (continued)
for the years ended 31 March 2006 and 2005
Included in freehold land and buildings is land amounting to £86,000 which is not depreciated.
Included within the net book value of £1,263,539 is £157,635 (2005 - £281,804) relating to assets held under hire purchase agreements. The depreciation charged to the financial statements in the year in respect of such assets amounted to £95,837 (2005 - £84,921).
| | | | | | |
| | Investment in joint venture £ | | Other investments £ | | Total £ |
Cost | | | | | | |
At 1 April 2005 | | — | | 1,830,200 | | 1,830,200 |
Additions | | 1,388 | | — | | 1,388 |
| | | | | | |
At 31 March 2006 | | 1,388 | | 1,830,200 | | 1,831,588 |
| | | | | | |
Amounts written off | | | | | | |
At 1 April 2005 and 31 March 2006 | | — | | 1,830,000 | | 1,830,000 |
| | | | | | |
Net book value | | | | | | |
At 31 March 2006 | | 1,388 | | 200 | | 1,588 |
| | | | | | |
At 31 March 2005 | | — | | 200 | | 200 |
| | | | | | |
Other investments represents a holding by the employee benefit trust of 200 “A” ordinary shares in Thornybolt (No. 61) (an unlimited company), being 100% of the issued “A” ordinary share capital.
Performance Products (Nordic) Oy is a joint venture with Mr. D R Pearson, and trades from Finland. Performance Products (Nordic) Oy is a limited liability company incorporated in Finland. Performance Products Limited has 25% of the shares in the venture. The company is managed by Mr D R Pearson and the year end is 31 December. The company acts as distributor for Performance Products Limited’s products.
| | | | |
| | 2006 £ | | 2005 £ |
Goods for resale | | 1,112,441 | | 1,700,624 |
| | | | |
Performance Products Limited
Notes to the financial statements (continued)
for the years ended 31 March 2006 and 2005
| | | | |
| | 2006 £ | | 2005 £ |
Trade debtors | | 775,037 | | 806,178 |
Amounts owed by undertakings in which the company has a participating interest | | 13,542 | | — |
Other debtors | | 7,755 | | 13,902 |
Directors loan account - S Tolley | | 5,164 | | — |
Directors loan account - J Ballard | | 10,000 | | — |
Directors loan account - C Ballard | | 524 | | — |
Prepayments and accrued income | | 153,775 | | 138,211 |
| | | | |
| | 965,797 | | 958,291 |
| | | | |
Trade debtors are subject to debt factors as set out in note 14.
The directors’ loans above represent the maximum balance outstanding during the year.
14 | CREDITORS: Amounts falling due within one year |
| | | | |
| | 2006 £ | | 2005 £ |
Amount due to debt factor | | 57,142 | | 232,209 |
Bank loans and overdrafts | | 1,259,289 | | 886,921 |
Trade creditors | | 91,916 | | 534,508 |
Corporation tax | | 354,753 | | 967,256 |
Other taxation and social security | | 322,927 | | 88,119 |
Hire purchase agreements | | 40,144 | | 110,560 |
Other creditors | | 25,272 | | 22,791 |
Accruals and deferred income | | 959,394 | | 765,690 |
| | | | |
| | 3,110,837 | | 3,608,054 |
| | | | |
The bank loan was repaid on 5 April 2006, and was subject to interest at 1.5% above the bank’s base rate.
The bank loan and overdraft is secured by a legal charge over the company’s assets.
The amount due to debt factor is secured by a legal charge over the company’s assets.
Hire purchase agreements are secured on related assets.
15 | CREDITORS: Amounts falling due after more than one year |
| | | | |
| | 2006 £ | | 2005 £ |
Bank loans and overdrafts | | — | | 432,637 |
Hire purchase agreements | | 5,072 | | 50,438 |
Deferred income | | 322,038 | | 414,745 |
| | | | |
| | 327,110 | | 897,820 |
| | | | |
Performance Products Limited
Notes to the financial statements (continued)
for the years ended 31 March 2006 and 2005
Creditors include finance capital which is due for repayment as follows:
| | | | |
| | 2006 £ | | 2005 £ |
Amounts repayable: | | | | |
In one year or less or on demand | | 430,648 | | 49,448 |
In more than one year but not more than two years | | — | | 54,505 |
In more than two years but not more than five years | | — | | 184,819 |
In more than five years | | — | | 193,313 |
| | | | |
| | 430,648 | | 482,085 |
| | | | |
17 | COMMITMENTS UNDER HIRE PURCHASE AGREEMENTS |
Future commitments under hire purchase agreements are as follows:
| | | | |
| | 2006 £ | | 2005 £ |
Amounts payable within 1 year | | 40,144 | | 110,560 |
Amounts payable between 2 to 5 years | | 5,072 | | 50,438 |
| | | | |
| | 45,216 | | 160,998 |
| | | | |
The movement in the deferred taxation provision during the year was:
| | | | | | |
| | 2006 £ | | | 2005 £ | |
Provision brought forward | | 11,750 | | | 30,000 | |
Profit and loss account movement arising during the year | | (11,750 | ) | | (18,250 | ) |
| | | | | | |
Provision carried forward | | — | | | 11,750 | |
| | | | | | |
The provision for deferred taxation consists of the tax effect of timing differences in respect of:
| | | | |
| | 2006 £ | | 2005 £ |
Excess of taxation allowances over depreciation on fixed assets | | — | | 11,750 |
| | | | |
| | — | | 11,750 |
| | | | |
Performance Products Limited
Notes to the financial statements (continued)
for the years ended 31 March 2006 and 2005
19 | COMMITMENTS UNDER OPERATING LEASES |
At 31 March 2006 the company had annual commitments under non-cancellable operating leases as set out below.
| | | | |
| | Land and buildings |
| | 2006 £ | | 2005 £ |
Operating leases which expire: | | | | |
Within 1 year | | — | | 33,500 |
| | | | |
20 | RELATED PARTY TRANSACTIONS |
Joint venture company
During the year sales of £2,333 were made to Performance Products (Nordic) Oy. Included in debtors at the year end are amounts totaling £13,542 relating to a loan to the company.
Transactions with directors
During the year consultancy services totaling £216,475 (2005 - £313,741) were provided by Monza Marketing a business in which C Ballard has an interest.
Directors loan accounts
Three directors had overdrawn loan accounts during the year. See note 13 for details.
| | | | |
| | 2006 £ | | 2005 £ |
Authorized: | | | | |
25,000 A Ordinary shares of £1 each | | 25,000 | | 25,000 |
25,000 B Ordinary shares of £1 each | | 25,000 | | 25,000 |
25,000 C Ordinary shares of £1 each | | 25,000 | | 25,000 |
25,000 D Ordinary shares of £1 each | | 25,000 | | 25,000 |
| | | | |
| | 100,000 | | 100,000 |
| | | | |
| | | | |
| | 2006 £ | | 2005 £ |
Allotted, called up and fully paid: | | | | |
21,250 (2005 - 12,250) A Ordinary shares of £1 each | | 21,250 | | 12,250 |
2,499 (2005 - 1,249) B Ordinary shares of £1 each | | 2,499 | | 1,249 |
1,249 (2005 - 11,499) C Ordinary shares of £1 each | | 1,249 | | 11,499 |
2 D Ordinary shares of £1 each | | 2 | | 2 |
| | | | |
| | 25,000 | | 25,000 |
| | | | |
All classes of shares rank pari passu in all respects except that the directors may declare dividends independently on each class.
Performance Products Limited
Notes to the financial statements (continued)
for the years ended 31 March 2006 and 2005
22 | PROFIT AND LOSS ACCOUNT |
| | | | | | |
| | 2006 £ | | | 2005 £ | |
At 1 April 2005 | | 16,492 | | | 949,700 | |
Profit for the financial year | | 334,473 | | | 423,792 | |
Dividends | | (126,250 | ) | | (1,357,000 | ) |
| | | | | | |
At 31 March 2006 | | 224,715 | | | 16,492 | |
| | | | | | |
23 | RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS |
| | | | | | |
| | 2006 £ | | | 2005 £ | |
Profit for the financial year | | 334,473 | | | 423,792 | |
Dividends | | (126,250 | ) | | (1,357,000 | ) |
| | | | | | |
| | 208,223 | | | (933,208 | ) |
| | |
Opening shareholders’ equity funds | | 41,492 | | | 974,700 | |
| | | | | | |
Closing shareholders’ equity funds | | 249,715 | | | 41,492 | |
| | | | | | |
Performance Products Limited
Notes to the financial statements (continued)
for the years ended 31 March 2006 and 2005
RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM
OPERATING ACTIVITIES
| | | | | | |
| | 2006 £ | | | 2005 £ | |
Operating profit | | 638,968 | | | 824,852 | |
Depreciation | | 261,161 | | | 243,767 | |
Loss/(profit) on disposal of fixed assets | | 3,741 | | | (2,525 | ) |
Decrease in stocks | | 588,183 | | | 611,568 | |
(Increase)/decrease in debtors | | (7,506 | ) | | 306,700 | |
(Decrease)/increase in creditors | | (279,373 | ) | | 221,450 | |
| | | | | | |
Net cash inflow from operating activities | | 1,205,174 | | | 2,205,812 | |
| | | | | | |
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
| | | | | | | | | | | | |
| | £ | | | 2006 £ | | | £ | | | 2005 £ | |
Decrease in cash in the period | | (99,166 | ) | | | | | (59,578 | ) | | | |
Net cash outflow from bank loans | | 51,437 | | | | | | 47,264 | | | | |
Cash outflow in respect of hire purchase | | 115,782 | | | | | | 208,101 | | | | |
| | | | | | | | | | | | |
CHANGE IN NET DEBT RESULTING FROM CASH FLOWS | | | | | 68,053 | | | | | | 195,787 | |
New finance leases | | | | | — | | | | | | (227,048 | ) |
| | | | | | | | | | | | |
MOVEMENT IN NET DEBT IN THE PERIOD | | | | | 68,053 | | | | | | (31,261 | ) |
NET DEBT AT 1 APRIL 2005 | | | | | (1,028,261 | ) | | | | | (997,000 | ) |
| | | | | | | | | | | | |
NET DEBT AT 31 MARCH 2006 | | | | | (960,208 | ) | | | | | (1,028,261 | ) |
| | | | | | | | | | | | |
ANALYSIS OF NET DEBT
| | | | | | | | | | | | |
| | At 1 Apr 2005 £ | | | Cash Flows £ | | | Other changes £ | | | At 31 Mar 2006 £ | |
Cash in hand and at bank | | 452,295 | | | (107,998 | ) | | — | | | 344,297 | |
Overdrafts | | (837,473 | ) | | 8,832 | | | — | | | (828,641 | ) |
| | | | | | | | | | | | |
| | (385,178 | ) | | (99,166 | ) | | — | | | (484,344 | ) |
| | | | | | | | | | | | |
Debt due within 1 year | | (49,448 | ) | | 51,437 | | | (432,637 | ) | | (430,648 | ) |
Debt due after 1 year | | (432,637 | ) | | — | | | 432,637 | | | — | |
Hire purchase agreements | | (160,998 | ) | | 115,782 | | | — | | | (45,216 | ) |
| | | | | | | | | | | | |
| | (643,083 | ) | | 167,219 | | | — | | | (475,864 | ) |
| | | | | | | | | | | | |
Total | | (1,028,261 | ) | | 68,053 | | | — | | | (960,208 | ) |
| | | | | | | | | | | | |
25 | POST BALANCE SHEET EVENTS |
On 5 April 2006, the Company sold its freehold interest in its principal operating property to the Performance Products Self Administered Pension Scheme, for a consideration of £895,000 and entered into a nine year lease at an initial annual rental of £76,100. The directors consider that the annual rental and the price paid by the Performance Products Self Administered Pension Scheme represent open market values as an independent valuation was performed by Bolton Birch Chartered Surveyors on the 17 February 2006.
Performance Products Limited
Notes to the financial statements (continued)
for the years ended 31 March 2006 and 2005
Amounts contracted for but not provided in the financial statements amounted to £114,412 (2005 - £Nil).
27 | EMPLOYEE BENEFIT TRUST ASSETS |
The following trust assets are included in these financial statements:
| | |
| | 2006 £ |
Fixed asset investments | | 200 |
Cash at bank | | 1,827 |
| | |
| | 2,027 |
| | |
These assets are for the benefit of qualifying employees only.
28 SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED KINGDOM AND THOSE GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA.
The financial statements of the Company have been prepared and presented in accordance with accounting principles generally accepted in the United Kingdom (“UK GAAP”). UK GAAP as applied by the Company differs in certain significant respects from accounting principles generally accepted in the United States of America (“US GAAP”). The following reconciliation of net income and equity shareholders’ funds between UK GAAP and US GAAP shows the adjustments of differences, however, this is not an exhaustive list of possible adjustments. Management, however, believes that it forms the basis for a fair presentation.
a) Reconciliation between net income and equity shareholders’ funds determined under UK GAAP and US GAAP
Net income is adjusted as follows:
| | | | | | | | |
(in pounds sterling — £) | | Year Ended 31 March 2006 | | | Year Ended 31 March 2005 | |
Profit on ordinary activities after taxation as determined in accordance with UK GAAP | | £ | 334,473 | | | £ | 423,792 | |
Inventory valuation | | | 88,664 | | | | (44,496 | ) |
Sales with right of return | | | (58,634 | ) | | | — | |
Financial instruments | | | 86,703 | | | | 96,676 | |
Taxation | | | (35,020 | ) | | | (15,654 | ) |
| | | | | | | | |
Net income as determined in accordance with US GAAP | | £ | 416,186 | | | £ | 460,318 | |
| | | | | | | | |
Equity shareholders’ funds are adjusted as follows: | | | | | | | | |
| | |
(in pounds sterling — £) | | As at 31 March 2006 | | | As at 31 March 2005 | |
Equity shareholders’ funds as determined in accordance with UK GAAP | | £ | 249,715 | | | £ | 41,492 | |
Inventory valuation | | | 31,153 | | | | (57,511 | ) |
Sales with right of return | | | (58,634 | ) | | | — | |
Financial instruments | | | 1,937 | | | | (84,766 | ) |
Taxation | | | 7,663 | | | | 42,683 | |
| | | | | | | | |
Equity shareholders’ funds as determined in accordance with US GAAP | | £ | 231,834 | | | £ | (58,102 | ) |
| | | | | | | | |
Performance Products Limited
Notes to the financial statements (continued)
for the years ended 31 March 2006 and 2005
b) Description of the differences between UK GAAP and US GAAP
Inventory valuation
Under UK GAAP inventory is valued at the lower of cost and net realizable value. Under US GAAP inventory is valued at the lower of cost and market. The use of standard costs is permissible under both UK GAAP and US GAAP. UK GAAP (Statement of Standard Accounting Practice 9 “Stock and Long Term Contracts”) requires that standard costs are reviewed frequently to ensure that they bear a reasonable relationship to actual costs obtaining during the period. Under US GAAP standard costs are acceptable if adjusted to reflect current conditions so that at the balance sheet date standard costs reasonably approximate to costs computed under one of the recognized bases. This adjustment reflects the impact of revaluing inventory from standard costs under UK GAAP to standard costs approximating to first-in first-out cost under US GAAP.
Sales with right of return
Under UK GAAP the inclusion of rights of return in a contractual arrangement may affect both the quantification of the seller’s right to consideration, compared to an otherwise identical arrangement which does not have these rights, and the point at which the seller should recognize that right. This is because rights of return give rise to a contractual obligation on the part of the seller to transfer economic benefits to its customer and, in some cases, oblige the seller to defer recognition of the sales transaction so long as substantially all of the risks associated with the goods are retained.
The seller’s recognition of its right to consideration and contractual obligation to transfer economic benefits to its customer in respect of rights of return are linked transactions. In consequence, changes in the seller’s assets or liabilities should reflect the loss expected to arise from the rights of return. Turnover should exclude the sales value of estimated returns.
Under US GAAP Statement of Financial Accounting Standards No. 48 “Revenue Recognition When Right of Return Exists” (“SFAS 48”) if a right of return exists then revenue should be recognized at the time of sale (net of expected returns and associated costs) only if all of the following conditions are met:
• | | The seller’s price to the buyer is substantially fixed or determinable at the date of sale. |
• | | The buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product. |
• | | The buyer’s obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product. |
• | | The buyer acquiring the product for resale has economic substance apart from that provided by the seller. |
• | | The seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer. |
• | | The amount of future returns can be reasonably estimated. |
This adjustment reflects the impact of restating transactions where a right of return exists.
Financial instruments
Under US GAAP an entity recognizes all of its derivative instruments as either assets or liabilities depending on the rights or obligations under the contracts. All derivative instruments are measured at fair value in accordance with Financial Accounting Standards Board Statement No. 133 “ Accounting for Derivative Instruments and Hedging Contracts”. The equivalent UK GAAP is not required to be applied by the Company for the periods under review. This adjustment reflects the impact of revaluing all the Company derivative financial instruments.
Taxation
This adjustment reflects the impact on the taxation charge for the periods under review of the above adjustments in respect of inventory valuation, sales with right of return and financial instruments.
Performance Products Limited
Notes to the financial statements (continued)
for the years ended 31 March 2006 and 2005
c) Statement of cash flows
The cash flow statements presented under UK GAAP have been prepared in accordance with Financial Reporting Standard 1 (revised), “Cash Flow Statements” (“FRS 1”). There are certain differences from UK GAAP to US GAAP with regard to the classification of items within the cash flow statements and with regard to the definition of cash and cash equivalents. In accordance with FRS 1 (revised), cash flows are prepared separately for operating activities, returns on investments and servicing of finance, taxation, capital expenditure and financial investment, acquisitions and disposals, equity dividends paid, management of liquid resources and financing. US GAAP, however, requires only three categories of cash flow activity to be reported. Under Statement of Financial Accounting Standard No. 95, “Statement of Cash Flows,” (“SFAS 95”) cash flows are classified under operating activities (including cash flows from taxation and returns on investments and servicing of finance), investing activities and financing activities.
Cash flow from operating activities, returns on investments and servicing of finance and taxation are included in net cash provided by operating activities. Capital expenditure and financial investment and acquisitions and disposals are included in net cash used in investing activities. Equity dividends paid and management of liquid resources and financing are included in net cash used in financing activities.
Under FRS 1 (revised), cash is defined as cash on hand and deposits repayable on demand, less overdrafts repayable on demand. Under SFAS 95, cash and cash equivalents are defined as cash and investments with original maturities of three months or less. Cash and cash equivalents do not include bank overdrafts.
A summary of the Company’s operating, investing and financing activities classified in accordance with US GAAP is presented below:
| | | | | | | | |
(in pounds sterling — £) | | Year Ended 31 March 2006 | | | Year Ended 31 March 2005 | |
Net cash provided by operating activities | | £ | 671,180 | | | £ | 1,564,508 | |
Net cash used in investing activities | | | (80,735 | ) | | | (9,871 | ) |
Net cash used in financing activities | | | (698,443 | ) | | | (1,792,130 | ) |
| | | | | | | | |
Net decrease in cash and cash equivalents | | | (107,998 | ) | | | (237,493 | ) |
Cash and cash equivalents at beginning of period | | | 452,295 | | | | 689,788 | |
| | | | | | | | |
Cash and cash equivalents at end of period | | £ | 344,297 | | | £ | 452,295 | |
| | | | | | | | |
d) New accounting pronouncements
The Financial Accounting Standards Board (“FASB”) issued FASB Interpretation 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”) on July 13, 2006. FIN 48 clarifies Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes” by providing the criteria a tax position must satisfy for some or all of the tax benefit to be recognized in the financial statements. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is reviewing the requirements and impact of FIN 48 prior to implementation on January 1, 2007.
The SEC issued Staff Accounting Bulletin 108 “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Financial Statements” (“SAB 108”). Pursuant to SAB 108, a company will be required to quantify errors using both a balance sheet and income statement approach and restate prior period financial statements when either approach (as opposed to only one approach) results in a material misstatement. Adoption of SAB 108 is not expected to impact the Company.
Performance Products Limited
Notes to the financial statements (continued)
for the years ended 31 March 2006 and 2005
29 SUBSEQUENT EVENTS
On 14 October 2006, the shareholders of Performance Products entered into an agreement to sell their ownership shares in the Company for approximately £11.5 million plus additional cash consideration of up to £3.5 million which will be payable upon achievement of certain performance targets by the Company for the year ended 31 March 2007 and additional cash consideration of up to £5.0 million which will be payable upon achievement of certain performance targets by Performance Products for the fourteen month period ended 31 May 2008. Cobra UK will also pay additional cash consideration beyond these amounts if the Company exceeds certain performance targets. The sale closed on 20 October 2006, and thereafter the Company became a fully consolidated subsidiary of Cobra Electronics Corporation, a public company with common stock traded on the NASDAQ stock market. As part of this transaction, directors’ loans, including the amounts set out in note 13, were repaid.