Company Number 2253256
TRIMCO GROUP PLC
CONSOLIDATED FINANCIAL STATEMENTS
30TH JUNE 1994
Gane Jackson Scott
Chartered Accountants
Holborn Hall,
100 Gray's Inn Road,
London WC1X 8AY.
TRIMCO GROUP PLC Page 2
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30TH JUNE 1994
Note 1994 1993
L L
TURNOVER 1d&2 4,434,440 3,593,008
Cost of Sales 1,606,153 1,341,926
--------- ---------
GROSS PROFIT 2,828,287 2,251,082
Administrative Expenses 2,554,146 2,086,782
--------- ---------
OPERATING PROFIT 2 274,141 164,300
Interest Receivable 519 -
Interest Payable 4 (18,520) (22,595)
--------- ---------
PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION 256,140 141,705
Taxation 5 (63,142) (79,349)
--------- ---------
PROFIT ON ORDINARY ACTIVITIES
AFTER TAXATION 192,998 62,356
Dividends 6 (62,280) (58,185)
--------- ---------
RETAINED PROFIT FOR THE
FINANCIAL YEAR 15 127,718 4,171
========= =========
The notes from pages 7 to 14 form part of these accounts
There is no material difference between reported profits and the historical
cost profits for 1994 or 1993.
TRIMCO GROUP PLC Page 3
CONSOLIDATED BALANCE SHEET
AT 30TH JUNE 1994
Note 1994 1993
FIXED ASSETS L L L L
Tangible Assets 7 441,087 589,682
CURRENT ASSETS
Stock 9 311,432 269,190
Debtors 10 1,843,996 1,088,400
Cash at Bank 4,264 29,103
--------- ---------
2,159,692 1,386,693
CURRENT LIABILITIES
CREDITORS:
Amounts falling due within one year 11 (1,844,933) (1,293,212)
--------- ---------
NET CURRENT ASSETS 314,759 93,481
--------- ---------
TOTAL ASSETS LESS CURRENT
LIABILITIES 755,846 683,163
CREDITORS:
Amounts falling due after more
than one year 12 (12,356) (48,904)
PROVISIONS FOR LIABILITIES
AND CHARGES
Deferred tax 13 22,500 2,300
--------- ---------
765,990 636,559
========= =========
CAPITAL AND RESERVES
Called up Share Capital 14 370,000 370,000
Reserves 15 395,990 266,559
--------- ---------
765,990 636,559
========= =========
The Financial Statements were approved by the Board of Directors on 3rd
January 1995.
J.V. TANNA - DIRECTOR
The notes on pages 7 to 14 form part of these accounts.
TRIMCO GROUP PLC Page 4
BALANCE SHEET
AT 30TH JUNE 1994
Note 1994 1993
L L
FIXED ASSETS
Investments 8 914 28,185
CURRENT ASSETS
Debtors 10 953,856 816,665
CREDITORS:
Amounts falling due within one year 11 (198,262) (106,403)
-------- --------
NET CURRENT ASSETS 755,594 710,262
-------- --------
TOTAL ASSETS LESS CURRENT
LIABILITIES 756,508 738,447
CREDITORS:
Amounts falling due after more than
one year 12 - (15,000)
-------- --------
756,508 723,447
======== ========
CAPITAL AND RESERVES
Called up Share Capital 14 370,000 370,000
Reserves 15 386,508 353,447
-------- --------
756,508 723,447
======== ========
The Financial Statements were approved by the Board of Directors on
3rd January 1995.
J.V. TANNA - DIRECTOR
The notes on pages 7 to 14 form part of these accounts.
TRIMCO GROUP PLC Page 5
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
FOR THE YEAR ENDED 30TH JUNE 1994
1994 1993
L L
Retained profit for the year 127,718 4,171
Exchange gain on foreign equity investment 1,713 8,883
------- ------
TOTAL RECOGNISED GAINS AND LOSSES RELATING
TO THE YEAR 129,431 13,054
======= ======
The notes on pages 7 to 15 form part of these accounts.
CONSOLIDATED CASH FLOW STATEMENT Page 6
FOR THE YEAR ENDED 30TH JUNE 1994
1994 1993
L L L L
NET CASH INFLOW FROM OPERATING
ACTIVITIES 92,666 145,346
RETURN ON INVESTMENTS AND SERVICING
OF FINANCE
Interest received 519 -
Interest paid (12,801) (17,542)
Interest element of finance lease
payments (5,719) (5,053)
Dividends paid (23,482) (13,426)
------- -------
NET CASH OUTFLOW FROM RETURNS ON
INVESTMENTS AND SERVICING OF FINANCE (41,483) (36,021)
TAXATION
Tax paid (79,021) (73,674)
INVESTING ACTIVITIES
Purchase of fixed assets (145,709) (504,687)
Proceeds of sale of fixed assets 34,892 6,000
------- -------
NET CASH OUTFLOW FROM INVESTING
ACTIVITIES (110,817) (498,687)
FINANCING
Inception of finance leases and hire
purchase contracts - 51,237
Issue of share capital (net) - 350,000
Repayment of loans (15,000) (15,000)
Capital element of hire purchase
contracts and finance leases (24,673) (27,495)
------- -------
NET CASH (OUTFLOW)/INFLOW FROM
FINANCING (39,673) 358,742
------- -------
(DECREASE) IN CASH AND CASH
EQUIVALENTS (178,328) (104,294)
======= =======
See note 19 for notes to this statement.
The notes on pages 7 to 14 form part of these accounts.
TRIMCO GROUP PLC Page 7
NOTES TO THE ACCOUNTS
3OTH JUNE 1994
1. PRINCIPAL ACCOUNTING POLICIES
a) Basis of Accounting
The Financial Statements have been prepared under the historical cost
convention and in accordance with applicable accounting standards.
b) Basis of consolidation
The consolidated financial statements include the results of the
parent company and its trading subsidiaries Trimco America Inc. and
Trimco Enterprises Ltd.
Subsidiaries acquired in the year are consolidated from the date of
acquisition. Net assets at the date of acquisition are incorporated
into the consolidated accounts at their fair values to the Group after
making appropriate reorganisation provisions. Goodwill on consolidation
arising from acquisitions is taken directly to reserves.
The parent company has not presented its own profit and loss account as
permitted by Section 230 of the Companies Act 1985.
c) Foreign Currencies
Subsidiary accounts prepared in foreign currencies are translated into
sterling at the year end exchange rate.
d) Turnover
Turnover represents amounts receivable excluding value added tax, on
the supply of goods and services all in respect of continuing activities.
e) Depreciation
Depreciation of fixed assets is charged at the rates estimated to write
off their cost less any residual value over the expected useful lives
which are as follows:
Premises Improvement up to 10 years
Motor vehicles 3 years
Computer Equipment 3 years
Fixtures and Fittings 4 years
f) Finance Leases
Assets obtained under finance leases are capitalised in the Balance
Sheet and are depreciated over their useful lives. The interest element
of the lease obligation is charged to the Profit and Loss Account so as
to produce a constant periodic rate of charge on the remaining balance
of obligation.
g) Deferred taxation
Deferred taxation is calculated by the liability method on the excess
of taxation allowances claimed on fixed assets over the related
cumulative depreciation charged in the accounts.
h) Stock
Stock is valued at the lower of cost and net realisable value.
i) Developments costs
Development costs are written off as incurred.
TRIMCO GROUP PLC Page 8
NOTES TO THE ACCOUNTS (continued)
30TH JUNE 1994
2. OPERATING PROFIT 1994 1993
a) Operating profit is stated after charging: L L
Auditor's remuneration
- Audit work 9,000 8,000
- Non audit work 6,904 3,028
Depreciation of tangible fixed assets 278,308 215,499
Directors' remuneration 248,825 166,073
b) Geographical Segments
United Kingdom North America Group
1994 1993 1994 1993 1994 1993
Turnover L L L L L L
By origin 3,792,074 3,079,532 642,366 513,476 4,434,440 3,593,008
Profit before tax 190,967 222,015 65,173 (80,310) 321,140 141,705
Segment net assets/
liabilities 765,078 693,200 912 (56,641) 765,990 636,559
No geographical analysis of turnover by destination is given in the
accounts.
All activities of the Group are considered to be in relation to a single
class of business.
3. DIRECTORS AND EMPLOYEES 1994 1993
Staff costs including Directors' emoluments: L L
Wages and Salaries 1,303,748 973,926
Social Security costs 100,243 73,075
Other Pension costs 39,930 24,536
--------- ---------
1,443,921 1,071,537
========= =========
1994 1993
Director emoluments: L L
Highest paid director 111,088 60,000
No No
Other directors' emoluments were in the ranges
L 0 - L 5,000 - 1
L10,001 - L15,000 - 1
L25,001 - L30,000 1 -
L40,001 - L45,000 - 1
L45,001 - L50,000 1 -
L50,001 - L55,000 1 -
Pensions
In respect of certain employees, the Company contributes a proportion of
salary into the Personal Pension Scheme of those individuals.
TRIMCO GROUP PLC Page 9
NOTES TO THE ACCOUNTS (continued)
30TH JUNE 1994
4. INTEREST PAYABLE 1994 1993
L L
Bank and Loan Interest 11,357 15,795
Finance Lease Interest 5,719 5,053
Other 1,444 1,747
------- -------
18,520 22,595
======= =======
5. TAXATION 1994 1993
L L
UK Corportation tax charge on profits for
the year at marginal rates 84,000 70,810
(Under)/over-provision in prior years (658) 1,549
Transfer (from)/to deferred taxation (20,200) 6,990
------- -------
63,142 79,349
======= =======
4. DIVIDENDS 1994 1993
In respect of 1992: L L
'A' Ordinary Shares - 7,878
Ordinary Shares - 12,854
In respect of current year:
11% Preference Shares (11p per share) 5,500 10,676
'A' Ordinary Shares (18.9p per share) 38,992 17,288
Ordinary Shares (18.3p per share) 20,788 9,489
------- -------
65,280 58,185
======= =======
7. TANGIBLE FIXED ASSETS - GROUP
Premise Motor Computer Fixtures &
Improvements Vehicles Equipment Fittings Total
L L L L L
Cost
30th June 1993 51,105 187,493 769,577 98,900 1,107,075
Additions 20,700 - 89,863 35,146 145,709
Disposals - (6,916) (22,859) - (29,775)
Exchange differences (155) (266) (2,564) (531) (3,516)
------- ------- ------- ------- ---------
30th June 1994 71,650 180,311 834,017 133,515 1,219,493
------- ------- ------- ------- ---------
Depreciation
30th June 1993 741 81,896 397,921 36,835 517,393
Charge for year 8,053 51,126 192,898 26,231 278,308
Released on disposal - (6,916) (9,442) - (16,358)
Exchange differences (19) (178) (427) (313) (937)
------- ------- ------- ------- ---------
30th June 1994 8,775 125,928 580,950 62,753 778,406
------- ------- ------- ------- ---------
NET BOOK VALUE
30th June 1994 62,875 54,383 253,067 70,762 441,087
======= ======= ======= ======= =========
30th June 1993 50,364 105,597 371,656 62,065 589,682
======= ======= ======= ======= ========
TRIMCO GROUP PLC Page 10
NOTES TO THE ACCOUNTS (continued)
30TH JUNE 1994
8. INVESTMENTS IN GROUP UNDERTAKINGS 1994
L
Balance 1.7.93 28,185
Additions -
Provisions (27,271)
-------
Balance 30.6.94 914
=======
Group undertakings comprise the following:
%
Micro Synergy Associates Inc. (Incorporated in the USA) 100
Trimco Enterprises Limited (Registered in England) 100
Trimco America Inc. (Incorporated in the USA) 100
Imagen Enterprises Ltd. (Registered in England) 100
Trimco Document Management Inc. (Incorporated in Canada) 100
9. STOCKS
Group Company
1994 1993 1994 1993
Finished goods and
work in progress 311,432 269,190 - -
========= ========= ======= =======
10. DEBTORS
Group Company
1994 1993 1994 1993
L L L L
Trade debtors 1,595,686 953,120 - -
Prepayments and accrued income 240,885 120,235 - -
Amounts owed by group undertakings - - 953,856 786,665
Other debtors 7,425 15,045 - 30,000
--------- --------- ------- -------
1,843,996 1,088,400 953,856 816,665
========= ========= ======= =======
11. CREDITORS
Group Company
1994 1993 1994 1993
Amounts falling due within one year L L L L
Loans from 3i and Government loan 15,000 15,000 15,000 15,000
Obligations under hire purchase
contracts and finance leases 21,358 24,483 - -
Bank loans and overdrafts 328,850 175,361 - -
Trade creditors 551,147 363,027 - -
Corporation tax 119,205 114,883 91,205 41,144
Dividend payable 92,057 50,259 92,057 50,259
Other creditors including taxation
and social security 84,831 41,219 - -
Accrued and deferred income 632,485 508,980 - -
--------- --------- ------- -------
1,844,933 1,293,212 198,262 106,403
========= ========= ======= =======
TRIMCO GROUP PLC Page 11
NOTES TO THE ACCOUNTS (continued)
30th JUNE 1994
12. CREDITORS
GROUP COMPANY
Amounts falling due after more than 1994 1993 1994 1993
one year L L L L
Loans from 3i & Government loan
schemes -- 15,000 -- 15,000
Obligations under Hire Purchase
Contracts and Finance Leases 12,356 33,904 -- --
------ ------ ------ ------
12,356 48,904 -- 15,000
====== ====== ====== ======
Included within creditors for the Group are liabilities of L377,564
(1993: L263,748) and L15,000 (1993: L30,000) for the Company which are
secured on the assets of the Group.
13. DEFERRED TAXATION
GROUP COMPANY
1994 1993 1994 1993
L L L L
Balance brought forward 2,300 9,290 -- --
Transfer to/(from) deferred taxation 20,200 (6,990) -- --
------ ------ ------ ------
Balance carried forward 22,500 2,300 -- --
====== ====== ====== ======
The above asset is all in respect of accelerated capital allowances and
has been calculated as chargeable to tax at 25%.
14. CALLED UP SHARE CAPITAL
At 1st July 1993 and 30th June 1994
ALLOTTED,
CALLED UP AND
AUTHORISED FULLY PAID
L L
Ordinary Shares of L1 each 131,400 113,400
'A' Ordinary Shares of L1 each 206,600 206,600
------- -------
Equity Share Capital 338,000 320,000
Cumulative Redeemable Preference
Shares of L1 each - non Equity 50,000 50,000
------- -------
388,000 370,000
======= =======
On 20th May 1993 options to acquire 11,100 Ordinary Shares in the Company
at L3.60. per share were granted to staff of the Company. These options
are exercisable at the earliest of the following events:
i) the third anniversary of the date of the grant;
ii) the death of the option holder; and
iii) the option holder ceasing to be a director or employee of
the Company by reason of injury, disability, redundancy or
retirement.
TRIMCO GROUP PLC Page 12
NOTES TO THE ACCOUNTS (continued)
30th JUNE 1994
14. CALLED UP SHARE CAPITAL - Continued
A summary of the rights of each class of share is as follows:
PREFERENCE SHARES
DIVIDENDS
A fixed cumulative dividend of 11% per annum.
REDEMPTION
In multiples of 25,000 on 31st January 1996 and 31st January 1997 or
immediately upon the company being granted a listing or in the event of a
successful take over.
OTHER
First preference on the return of assets of L1 per share plus any arrears
of dividends.
'A' ORDINARY SHARES
DIVIDENDS
A cumulative preferential dividend equivalent to 12.2% of net profits. An
additional cumulative preferential dividend based on remuneration payable
to the chief executive over and above an index linked figure. To the
extent that Ordinary Share holders receive dividends in excess of the
12.2% dividend referred to above an equivalent further amount is also
payable to the holders of this class of shares.
OTHER
A preference on the return of assets ranking immediately after the
Preference Shareholders, of L1 per share plus any arrears of dividend. A
distribution of any balance in the event of a return of assets,
equivalent per share, to the amount paid to ordinary shareholders. These
shares have the same voting rights in general meeting as the ordinary
shares.
15. RESERVES
GROUP COMPANY
------------------------------- ------------------------------
SHARE PROFIT SHARE PROFIT
PREMIUM AND LOSS PREMIUM AND LOSS
ACCOUNT ACCOUNT TOTAL ACCOUNT ACCOUNT TOTAL
L L L L L L
Balance brought forward
1st July 1993 200,000 66,559 266,559 200,000 153,447 353,447
Retained profit for the
year -- 127,727 127,718 -- 33,061 33,061
Exchange differences on
consolidation -- 1,713 1,713 -- -- --
------- ------- ------- ------- ------- -------
Balance carried forward
30th June 1994 200,000 195,990 395,990 200,000 186,508 386,508
======= ======= ======= ======= ======= =======
TRIMCO GROUP PLC Page 13
NOTES TO THE ACCOUNTS (continued)
30TH JUNE 1994
16. RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS
1994 1993
L L
Profit attributable to members of the Group 192,998 62,356
Dividends (65,280) (58,185)
------- -------
127,718 4,171
Other recognised gains and losses for the year 1,713 8,883
New share capital subscribed (net) - 350,000
------- -------
Net additions to shareholders' funds 129,431 363,054
Opening shareholders' funds 636,559 273,505
------- -------
Closing shareholders' funds 765,990 636,559
======= =======
Cumulative goodwill written off at 30th June 1994 amounted to L33,934
(1993: L33,934). Profit for the financial year for the Company was L98,341
(1993: L139,805).
17. TRANSACTIONS INVOLVING DIRECTORS
During the period, management charges of L26,667 were paid to Todays World
Limited. Mr. J.A. Knight has a material interest in this company.
18. OPERATING LEASES
In the year to 30th June 1995 the Group have commitments to make payments
as follows:
Land
and
Building Other Total
L L L
In respect of commitments expiring
in the year - - -
In respect of commitments expiring
between 2 and 5 years 32,050 - 32,050
In respect of commitments expiring
after 5 years 104,480 - 104,480
------- ------- -------
136,530 - 136,530
======= ======= =======
TRIMCO GROUP PLC Page 14
NOTES TO THE ACCOUNTS (continued)
30TH JUNE 1994
19. CASH FLOW STATEMENT
(A) RECONCILIATION OF OPERATING PROFIT TO
NET CASH INFLOW FROM OPERATING ACTIVITIES
1994 1993
L L
Operating profit 274,141 164,300
Depreciation 278,308 215,499
Increase in stock (42,242) (94,058)
Increase in debtors (755,596) (490,663)
Increase in creditors 355,237 331,854
(Profit)/Loss on sale of fixed assets (21,474) 10,960
Exchange differences 4,292 7,454
-------- --------
92,666 145,346
======== ========
(B) ANALYSIS OF CHANGES IN CASH AND CASH EQUIVALENTS IN THE BALANCE SHEET
Change
1994 1993 in year
L L L
Cash at bank 4,264 29,103 (24,839)
Overdraft (328,850) (175,361) (153,489)
-------- -------- --------
CASH AND CASH EQUIVALENTS (324,586) (146,258) (178,328)
======== ======== ========
(C) ANALYSIS OF CHANGES IN FINANCING DURING THE YEAR
1994 1993
Loans and Loans and
Finance Finance
Share Lease Share Lease
Capital Obligations Capital Obligations
L L L L
Balance 1st July 1993 570,000 88,387 220,000 79,645
Shares issued - - 400,000 -
Shares redeemed - - (50,000) -
Repayment of finance leases - (24,673) - (27,495)
Inception of Finance Lease obligations - - - 51,237
Repayment of loans - (15,000) - (15,000)
------- ------- ------- -------
570,000 48,714 570,000 88,387
======= ======= ======= =======
AUDITORS' REPORT TO THE MEMBERS OF Page 15
TRIMCO GROUP PLC
We have audited the financial statements on pages 2 to 14 which have been
prepared under the historical cost convention and the accounting policies set
out on page 7.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As described in the directors' report the company's directors are responsible
for the preparation of financial statements. It is our responsibility to form
an independent opinion based on our audit on those statements and to report
our opinion to you.
BASIS OF OPINION
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes an examination, on a test basis,
of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the financial
statements, and of whether the accounting policies are appropriate to the
company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or
other irregularity or error. In forming our opinion we also evaluated the
overall adequacy of the presentation of information in the financial
statements.
OPINION
In our opinion the financial statements give a true and fair view of the
state of affairs of the company and the group as at 30th June 1994 and of its
profit for the year then ended and have been properly prepared in accordance
with the Companies Act 1985.
GANE JACKSON SCOTT
REGISTERED AUDITORS
CHARTERED ACCOUNTANTS
HOLBORN HALL
100 GRAY'S INN ROAD
LONDON WC1X 8AY
3rd January 1995.
Company Number 2253256
TRIMCO GROUP PLC
CONSOLIDATED FINANCIAL STATEMENTS
30TH JUNE 1995
Gane Jackson Scott
Chartered Accountants
Holborn Hall,
100 Gray's Inn Road,
London WC1X 8AY.
Page 1
TRIMCO GROUP PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30TH JUNE 1995
Note 1995 1994
L L
TURNOVER 1d&2b 5,600,943 4,434,440
Cost of Sales (1,735,120) (1,606,153)
---------- ----------
GROSS PROFIT 3,865,823 2,828,287
Administrative Expenses (3,535,643) (2,554,146)
---------- ----------
OPERATING PROFIT 2 330,180 274,141
Interest Receivable 5,157 519
Interest Payable 4 (14,771) (18,520)
---------- ----------
PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION 320,566 256,140
Taxation 5 (90,575) (63,142)
---------- ----------
PROFIT ON ORDINARY ACTIVITIES
AFTER TAXATION 229,991 192,998
Dividends 6 (41,549) (65,280)
---------- ----------
RETAINED PROFIT FOR THE
FINANCIAL YEAR 15 188,442 127,718
---------- ---------
---------- ---------
The notes from pages 8 to 16 form part of these accounts
There is no material difference between reported profits and the historical
cost profits for 1995 or 1994.
Page 2
TRIMCO GROUP PLC
CONSOLIDATED BALANCE SHEET
AT 30TH JUNE 1995
Note 1995 1994
L L L L
FIXED ASSETS
Tangible Assets 7 595,680 441,087
CURRENT ASSETS
Stock 9 78,476 311,432
Debtors 10 1,947,682 1,843,996
Cash at Bank 316,222 68,370
--------- --------
2,342,380 2,223,798
CURRENT LIABILITIES
CREDITORS:
Amounts falling due within
one year 11 (2,024,002) (1,909,039)
---------- ----------
NET CURRENT ASSETS 318,378 314,759
---------- ----------
TOTAL ASSETS LESS CURRENT
LIABILITIES 914,058 755,846
CREDITORS:
Amounts falling due after
more than one year 12 - (12,356)
PROVISIONS FOR LIABILITIES
AND CHARGES
Deferred tax 13 35,000 22,500
--------- -------
949,058 765,990
--------- -------
--------- -------
CAPITAL AND RESERVES
Called up Share Capital 14 370,000 370,000
Reserves 15 579,058 395,990
--------- -------
949,058 765,990
--------- -------
--------- -------
The Financial Statements were approved by the Board of Directors on
17 November 1995.
J.V. TANNA - DIRECTOR D. BANTIN - DIRECTOR
The notes on pages 8 to 16 form part of these accounts.
Page 3
TRIMCO GROUP PLC
BALANCE SHEET
AT 30TH JUNE 1995
Note 1995 1994
FIXED ASSETS L L
Investments 8 63,132 914
CURRENT ASSETS
Debtors 10 843,527 953,856
CREDITORS:
Amounts falling due within
one year 11 (102,691) (198,262)
--------- ---------
NET CURRENT ASSETS 740,836 755,594
--------- --------
TOTAL ASSETS LESS CURRENT LIABILITIES 803,968 756,508
--------- --------
--------- --------
CAPITAL AND RESERVES
Called up Share Capital 14 370,000 370,000
Reserves 15 433,968 386,508
--------- --------
803,968 756,508
--------- --------
--------- --------
The Financial Statements were approved by the Board of Directors on
17 November, 1995.
J.V. Tanna-Director D Bantin--Director
The notes on pages 8 to 16 form part of these accounts.
Page 4
TRIMCO GROUP PLC
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
FOR THE YEAR ENDED 30TH JUNE 1995
1995 1994
L L
Retained profit for the year 188,442 127,718
Exchange (loss)/gain on foreign
equity investment (5,374) 1,713
------- -------
TOTAL RECOGNISED GAINS AND LOSSES
RELATING TO THE YEAR 183,068 129,431
------- -------
------- -------
The notes on pages 8 to 16 form part of these accounts.
Page 5
TRIMCO GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30TH JUNE 1995
1995 1994
L L L L
NET CASH INFLOW FROM OPERATING
ACTIVITIES 1,160,380 92,666
RETURN ON INVESTMENTS AND SERVICING
OF FINANCE
Interest received 5,157 519
Interest paid (12,395) (12,801)
Interest element of finance
lease payments (2,376) (5,719)
Dividends paid (74,020) (23,482)
-------- --------
NET CASH (OUTFLOW) FROM RETURNS ON
INVESTMENTS AND SERVICING OF FINANCE (83,634) (41,483)
TAXATION
Tax paid (143,088) (79,021)
INVESTING ACTIVITIES
Purchase of fixed assets (482,159) (145,709)
Proceeds of sale of fixed assets 40,566 34,892
-------- -------
NET CASH (OUTFLOW) FROM INVESTING
ACTIVITIES (441,593) (110,817)
-------- --------
NET CASH INFLOW/(OUTFLOW)
BEFORE FINANCING 492,065 (138,655)
FINANCING
Repayment of loans (15,000) (15,000)
Capital element of hire purchase
contracts and finance leases (27,945) (24,673)
-------- --------
NET CASH (OUTFLOW) FROM FINANCING (42,945) (39,673)
------- --------
INCREASE/(DECREASE) IN CASH AND
CASH EQUIVALENTS 449,120 (178,328)
------- --------
------- --------
See note 19 for notes to this statement.
The notes on pages 8 to 16 form part of these accounts.
Page 6
TRIMCO GROUP PLC
NOTES TO THE ACCOUNTS
30TH JUNE 1995
1. PRINCIPAL ACCOUNTING POLICIES
a) BASIS OF ACCOUNTING
The Financial Statements have been prepared under the historical cost
convention and in accordance with applicable accounting standards.
b) BASIS OF CONSOLIDATION
The consolidated financial statements include the results of the parent
company and its trading subsidiaries Trimco America Inc. and Trimco
Enterprises Ltd.
Subsidiaries acquired in the year are consolidated from the date of
acquisition. Net assets at the date of acquisition are incorporated into
the consolidated accounts at their fair values to the Group after making
appropriate reorganisation provisions. Goodwill on consolidation arising
from acquisitions is taken directly to reserves.
The parent company has not presented its own profit and loss account as
permitted by Section 230 of the Companies Act 1985.
c) FOREIGN CURRENCIES
Subsidiary accounts prepared in foreign currencies are translated into
sterling at the year end exchange rate. Transactions in foreign
currencies are translated into sterling at the rate ruling at the date
of the transaction. Exchange rate adjustments on the opening net assets
of subsidiaries are taken directly to reserves and exchange rate
adjustments on all other items are included in the profit and loss
account.
d) TURNOVER
Turnover represents amounts receivable excluding value added tax, on the
supply of goods and services all in respect of continuing activities.
e) DEPRECIATION
Depreciation of fixed assets is charged at the rates estimated to write
off their cost less any residual value over the expected useful lives
which are as follows:
Premises improvement up to 10 years Computer Equipment 3 years
Motor vehicles 3 years Fixtures and Fittings 4 years
f) FINANCE LEASES
Assets obtained under finance leases are capitalised in the Balance
Sheet and are depreciated over their useful lives. The interest element
of the lease obligation is charged to the Profit and Loss Account so as
to produce a constant periodic rate of charge on the remaining balance
of obligation.
g) DEFERRED TAXATION
Deferred taxation is calculated by the liability method on the excess of
taxation allowances claimed on fixed assets over the related cumulative
depreciation charged in the accounts.
h) STOCK
Stock is valued at the lower of cost and net realisable value.
i) DEVELOPMENT COSTS
Development costs are written off as incurred.
Page 7
TRIMCO GROUP PLC
NOTES TO THE ACCOUNTS (continued)
30TH JUNE 1995
2. OPERATING PROFIT
1995 1994
a) Operating profit is stated after charging: L L
Auditor's remuneration
- Audit work 11,978 9,000
- Non audit work 9,025 6,904
Depreciation of tangible fixed assets 296,344 278,308
Operating lease rentals 159,242 123,069
Profit on sale of tangible fixed assets 12,007 21,474
Directors' remuneration 300,161 248,825
------- -------
------- -------
b) GEOGRAPHICAL SEGMENTS
United Kingdom North America Group
1995 1994 1995 1994 1995 1994
Turnover L L L L L L
By origin 4,636,938 3,792,074 964,005 642,366 5,600,943 4,434,440
Profit
before tax 124,731 190,967 195,835 65,173 320,566 256,140
Segment
net assets/
liabilities 810,104 765,078 138,954 912 949,058 765,990
No geographical analysis of turnover by destination is given in the
accounts.
All activities of the Group are considered to be in relation to a single
class of business.
3. DIRECTORS AND EMPLOYEES
1995 1994
L L
Staff costs including Directors' emoluments:
Wages and Salaries 1,938,925 1,303,748
Social Security costs 158,629 100,243
Other Pension costs 47,041 39,930
--------- ---------
2,144,595 1,443,921
--------- ---------
--------- ---------
1995 1994
L L
Directors emoluments:
Highest paid director and chairman 71,554 111,088
--------- ---------
--------- ---------
No No
Other directors' emoluments were in the ranges
L10,001 - L15,000 1 -
L15,001 - L20,000 - 2
L20,001 - L25,000 2 -
L25,001 - L30,000 - 1
L40,001 - L45,000 1 -
L45,001 - L50,000 - 1
L50,001 - L55,000 1 1
L55,001 - L60,000 1 -
PENSIONS
In respect of certain employees, the Company contributes a proportion of
salary into the Personal Pension Scheme of those individuals.
Page 8
TRIMCO GROUP PLC
NOTES TO THE ACCOUNTS (continued)
30TH JUNE 1995
4. INTEREST PAYABLE
1995 1994
L L
Bank and Loan Interest 11,387 11,357
Finance Lease Interest 2,376 5,719
Other 1,008 1,444
-------- --------
14,771 18,520
-------- --------
-------- --------
5. TAXATION
1995 1994
L L
UK Corporation tax charge on profits for the
year at marginal rates 92,700 84,000
(Over)provision in prior years (528) (658)
Transfer (from) deferred taxation (12,500) (20,200)
Overseas taxation 10,903 -
-------- --------
90,575 63,142
-------- --------
-------- --------
6. DIVIDENDS
1995 1994
L L
In respect of 1994:
11% Preference Shares - proposed but not paid (2,750) -
Ordinary Shares - proposed but not paid (20,788) -
In respect of current year:
11% Preference Shares (11p per share) 5,500 5,500
'A' Ordinary Shares (18.6p per share) 38,471 38,992
Ordinary Shares - (18.6p per share) 21,116 20,788
-------- --------
41,549 65,280
-------- --------
-------- --------
Equity Shares 38,799 59,780
Non Equity Shares 2,750 5,500
-------- --------
41,549 65,280
-------- --------
-------- --------
Page 9
TRIMCO GROUP PLC
NOTES TO THE ACCOUNTS (continued)
30TH JUNE 1995
7. TANGIBLE FIXED ASSETS - GROUP
Premise Motor Computer Fixtures &
Improvements Vehicles Equipment Fittings Total
L L L L L
Cost
30th June 1994 71,650 180,311 834,017 133,515 1,219,493
Additions 19,774 - 433,120 29,265 482,159
Disposals - (129,231) - (8,791) (138,022)
Exchange differences (214) (315) (3,884) (637) (5,050)
---------- --------- --------- -------- ----------
30th June 1995 91,210 50,765 1,263,253 153,352 1,558,580
---------- --------- --------- -------- ----------
Depreciation
30th June 1994 8,775 125,928 580,950 62,753 778,406
Charge for year 5,232 18,897 243,184 29,031 296,344
Released on disposal - (100,673) - (8,791) (109,464)
Exchange differences (73) (254) (1,603) (456) (2,386)
---------- --------- ---------- -------- ----------
30th June 1995 13,934 43,898 822,531 82,537 962,900
---------- --------- ---------- -------- ----------
Net Book Value
30th June 1995 77,276 6,867 440,722 70,815 595,680
---------- --------- ---------- -------- ----------
---------- --------- ---------- -------- ----------
30th June 1994 62,875 54,383 253,067 70,762 441,087
---------- --------- ---------- -------- ----------
---------- --------- ---------- -------- ----------
8. INVESTMENTS IN GROUP UNDERTAKINGS
1995
L
Balance 1.7.94 914
Additions -
Release of provision 62,218
--------
Balance 30.6.95 63,132
--------
--------
Group undertakings comprise the following:
% Owned
Micro Synergy Associates Inc. (Incorporated in the USA) 100
Trimco Enterprises Limited (Registered in England) 100
Trimco America Inc. (Incorporated in the USA) 100
Imagen Enterprises Ltd. (Registered in England) 100
Trimco Document Management Inc. (Incorporated in Canada) 100
Page 10
TRIMCO GROUP PLC
NOTES TO THE ACCOUNTS (continued)
30TH JUNE 1995
9. STOCKS Group Company
1995 1994 1995 1994
Finished goods and component parts 78,476 311,432 - -
------ ------- ----- ------
------ ------- ----- ------
10. DEBTORS Group Company
1995 1994 1995 1994
L L L L
Trade debtors 1,360,680 1,595,686 - -
Other debtors 79,797 7,425 494 -
Amounts owed by group undertakings - - 843,033 953,856
Prepayments and accrued income 507,205 240,885 - -
--------- --------- --------- ---------
1,947,682 1,843,996 843,527 953,856
--------- --------- --------- ---------
--------- --------- --------- ---------
11. CREDITORS Group Company
1995 1994 1995 1994
Amounts falling due within one year L L L L
Loan from 3i and Government loan - 15,000 - 15,000*
Obligations under hire purchase
contracts and finance leases 5,769 21,358 - -
Bank loans and overdrafts 191,688 392,956 - -
Trade creditors 1,048,901 561,147 - -
Corporation tax 79,192 119,205 43,104 91,205
Dividend payable 59,587 92,057 59,587 92,057
Other creditors including taxation
and social security 107,123 84,831 - -
Accruals and deferred income 531,742 632,485 - -
--------- --------- --------- ---------
2,024,002 1,909,039 102,691 198,262
--------- --------- --------- ---------
--------- --------- --------- ---------
12. CREDITORS Group Company
Amounts falling due after more 1995 1994 1995 1994
than one year L L L L
Obligations under Hire Purchase -
Contracts and Finance Leases 12,356 - -
--------- --------- --------- ---------
- 12,356 -
--------- --------- --------- ---------
--------- --------- --------- ---------
Included within creditors for the Group are liabilities of L191,688 (1994:
L407,956) and LNIL (1994: L15,000) for the Company which are secured on the
assets of the Group.
Page 11
TRIMCO GROUP PLC
NOTES TO THE ACCOUNTS (continued)
30TH JUNE 1995
13. DEFERRED TAXATION Group Company
1995 1995 1994
L L L
Balance brought forward 22,500 - -
Transfer to deferred taxation 12,500 - -
------ -------- ---------
Balance carried forward 35,000 - -
------ -------- ---------
------ -------- ---------
The above asset is all in respect of accelerated capital allowances and
has been calculated as chargeable to tax at 25%.
14. CALLED UP SHARE CAPITAL
At
At At 1 July 1994 &
30 June 1995 1 July 1994 30 June 1995
Authorised Authorised Allotted,
called up and
fully paid
L L L
Ordinary Shares of L1 each 180,000 131,400 113,400
"A" Ordinary Shares of L1 each 283,014 206,600 206,600
----------- --------- -----------
Equity Share Capital 463,014 338,000 320,000
Cumulative Redeemable Preference Shares
of L1 each - nonequity 135,986 100,000 50,000
----------- --------- ----------
600,000 438,000 370,000
----------- --------- ----------
----------- --------- ----------
The Authorised Capital of the Company was increased on 7th March 1995.
On 20th May 1992 options to acquire 11,100 Ordinary Shares in the Company
at L3.60. per share were granted to staff of the Company. These options
are exercisable at the earliest of the following events:
i) the third anniversary of the date of the grant;
ii) the death of the option holder; and
iii) the option holder ceasing to be a director or employee of
the Company by reason of injury, disability, redundancy or
retirement.
A summary of the rights of each class of non ordinary shares are as
follows:
PREFERENCE SHARES
Dividends
A fixed cumulative dividend of 11% per annum.
Redemption
In multiples of 25,000 on 31st January 1996 and 31st January 1997 or
immediately upon the company being granted a listing or in the event of
a successful take over.
Other
First preference on the return of assets of L1 per share plus any
arrears of dividends.
Page 12
TRIMCO GROUP PLC
NOTES TO THE ACCOUNTS (continued)
30TH JUNE 1995
14. CALLED UP SHARE CAPITAL - Continued
"A" ORDINARY SHARES
Dividends
A cumulative preferential dividend equivalent to 12.2% of net profits.
An additional cumulative preferential dividend based on remuneration
payable to the chief executive over and above an index linked figure. To
the extent that Ordinary Share holders receive dividends in excess of
the 12.2% dividend referred to above an equivalent further amount is
also payable to the holders of this class of shares.
Other
A preference on the return of assets ranking immediately after the
Preference Shareholders, of L1 per share plus any arrears of dividend. A
distribution of any balance in the event of a return of assets,
equivalent per share, to the amount paid to ordinary shareholders. These
shares have the same voting rights in general meeting as the ordinary
shares.
15. RESERVES
Group Company
---------------------------- ---------------------------------
Share Profit Share Profit
Premium and Loss Premium and Loss
Account Account Total Account Account Total
L L L L L L
Balance brought forward
1st July 1994 200,000 195,990 395,990 200,000 186,508 386,508
Retained profit for the
year - 188,442 188,442 - 47,460 47,460
Exchange differences on
consolidation - (5,374) (5,374) - - -
------- ------- ------- ------- ------- -------
Balance carried forward
30th June 1995 200,000 379,058 579,058 200,000 233,968 433,968
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
16. RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS 1995 1994
L L
Profit attributable to members of the Group 229,991 192,998
Dividends (41,549) (65,280)
------- -------
188,442 127,718
Other recognised (losses)/gains for the year (5,374) 1,713
------- -------
Net additions to shareholders' funds 183,068 129,431
Opening shareholders' funds 765,990 636,559
------- -------
Closing shareholders' funds 949,058 765,990
------- -------
Equity shareholders funds 899,048 715,990
Non equity shareholders funds 50,000 50,000
------- -------
949,058 765,990
------- -------
------- -------
Cumulative goodwill written off at 30th June 1995 amounted to L33,934
(1994: L33,934). Profit for the financial year for the Company was
L89,009 (1994:L98,341).
Page 13
TRIMCO GROUP PLC
NOTES TO THE ACCOUNTS (continued)
30TH JUNE 1995
17. TRANSACTIONS INVOLVING DIRECTORS
During the period, management charges of L11,554 were paid to Todays
World Limited. Mr. J.A. Knight has a material interest in this company.
The Group also made car loans of L3,241 to Mr. J. Patel and L5,370 to
Mr. W.A. Turner. At 30th June 1995, the balances were L872 and L1,452
respectively.
18. OPERATING LEASES
In the year to 30th June 1996 the Group have commitments to make
payments as follows:
Land
and
Building Other Total
L L L
In respect of commitments expiring in the year - - -
In respect of commitments expiring between 2 and
5 years 32,050 - 32,050
In respect of commitments expiring after 5 years 104,480 - 104,480
-------- ------ -------
136,530 - 136,530
-------- ------ -------
-------- ------ -------
19. CASH FLOW STATEMENT
(A) RECONCILIATION OF OPERATING PROFIT TO NET CASH FLOW
FROM OPERATING ACTIVITIES:
1995 1994
L L
Operating profit 330,180 274,141
Depreciation 296,344 278,308
Decrease/(Increase) in stock 232,956 (42,242)
(Increase) in debtors (103,686) (755,596)
Increase in creditors 419,303 355,237
(Profit) on sale of fixed assets (12,007) (21,474)
Exchange differences (2,710) 4,292
--------- --------
1,160,380 92,666
--------- --------
--------- --------
(B) ANALYSIS OF CHANGES IN CASH AND CASH EQUIVALENTS DURING THE YEAR:
1995 1994
L L
Balance at 1 July 1994 (324,586) (146,258)
Net Cash Inflow/(Outflow) 449,120 (178,328)
-------- --------
Balance at 30 June 1995 124,534 (324,586)
-------- --------
-------- --------
Page 14
TRIMCO GROUP PLC
NOTES TO THE ACCOUNTS (continued)
30TH JUNE 1995
19. CASH FLOW STATEMENT - Continued
(C) ANALYSIS OF THE BALANCES OF CASH AND CASH EQUIVALENTS
IN BALANCE SHEET:
Change
1995 1994 in year
L L L
Cash at bank 316,222 68,370 247,852
Overdraft (191,688) (392,956) 201,268
----------- ----------- -----------
124,534 (324,586) 449,120
=========== =========== ===========
(D) ANALYSIS OF CHANGES IN FINANCING DURING THE YEAR:
1995 1994
Loans and Loans and
Finance Finance
Share Lease Share Lease
Capital Obligations Capital Obligations
L L L L
--------- ----------- --------- -----------
Balance 1st July 1994 570,000 48,714 570,000 88,387
Shares issued -- -- -- --
Shares redeemed -- -- -- --
Repayment of finance leases -- (27,945) -- (24,673)
Incaption of Finance Lease
obligations -- -- -- --
Repayment of loans -- (15,000) -- (15,000)
--------- ----------- --------- -----------
570,000 5,769 570,000 48,714
========= =========== ========= ===========
Page 15
TRIMCO GROUP PLC
AUDITORS' REPORT TO THE MEMBERS OF
TRIMCO GROUP PLC
We have audited the financial statements on pages 3 to 16 which have been
prepared under the historical cost convention and the accounting policies set
out on page 8.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As described in the directors' report the company's directors are responsible
for the preparation of financial statements. It is our responsibility to
form an independent opinion based on our audit on those statements and to
report our opinion to you.
BASIS OF OPINION
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes an examination, on a test basis,
of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the financial
statements and of whether the accounting policies are appropriate to the
company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or
other irregularity or error. In forming our opinion we also evaluated the
overall adequacy of the presentation of information in the financial
statements.
OPINION
In our opinion the financial statements give a true and fair view of the
state of affairs of the company and the group as at 30th June 1995 and of its
profit for the year then ended and have been properly prepared in accordance
with the Companies Act 1985.
GANE JACKSON SCOTT
REGISTERED AUDITORS
CHARTERED ACCOUNTANTS
HOLBORN HALL
100 GRAY'S INN ROAD
LONDON WD1X 8AY
17th November 1995