EXHIBIT 99(i) Registered no. 1162324 ================================================================================ I.D.C. CARD LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 1996 J. B. TITCHENER & Co. INCORPORATING FRANCIS FRENCH & CO. 27 ELDON SQUARE, READING, BERKSHIRE. ================================================================================ I.D.C. CARD LIMITED CONTENTS PAGE Directors' report 1 Auditors' report 3 Profit and loss account 4 Balance sheet 5 Notes to the accounts 6 For information of the directors only: Detailed trading and profit and loss account 11 Schedule of miscellaneous income 12 Schedule of overhead expenses 13 I.D.C. CARD LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 MAY 1996 Directors' Responsibilities Company law requires us as directors to prepare financial statements for each financial year which 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 those financial statements, we are required to: - select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable and prudent; - prepare the financial statements on a going concern basis unless it is inappropriate to presume that the company will continue in business. We are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and enable us to ensure that the financial statements comply with the Companies Act 1985. We 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. Directors M R L Beebee Mrs J Beebee Secretary Mrs J Beebee Registered Office 27 Eldon Square Reading Berkshire RGI 4DP Principal Activities The principal activity of the company throughout the year was the provision of discount facilities. Directors The present directors are as shown above. All served on the board throughout the year. -1- I.D.C. CARD LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 MAY 1996 (CONT) Mr M R L Beebee retires by rotation and, being eligible, offers himself for re-election. Directors' Interests The interests of the directors in the shares of the company at the beginning and end of the year, were as follows: 31 May 1996 1 June 1995 M R L Beebee Ordinary shares Beneficial interests 5,000 5,000 Auditors The auditors, J B Titchener & Co, have indicated their willingness to accept re-appointment under Section 385(2) of the Companies Act 1985. The directors have taken advantage, in the preparation of their report, of the special exemptions applicable to small companies. ON BEHALF OF THE BOARD /s/ J Beebee Date: 16-7-96 - -------------------------- -------------- MRS J BEEBEE - SECRETARY -2- I.D.C. CARD LIMITED AUDITORS' REPORT TO THE MEMBERS OF I.D.C. CARD LIMITED We have audited the financial statements on pages 4 to 10 which have been prepared under the historical cost convention and the accounting policies set out on page 6. Respective responsibilities of directors and auditors As described on page 1, 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 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. However, the evidence available to us was limited because we did not attend the stocktake and there were no other satisfactory audit procedures that we could adopt to confirm that stocks were properly recorded. In forming our opinion, we have also evaluated the overall adequacy of the presentation of information in the financial statements. Qualified Opinion arising from limitation in audit scope Except for any adjustments that might have been found to be necessary had we been able to obtain sufficient evidence concerning stocks In our opinion the financial statements give a true and fair view of the state of the Company's affairs as at 31 May 1996 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Act 1985 as applicable to small companies. In respect alone of the limitation on our work relating to stocks - - we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and - - we were unable to determine whether proper accounting records had been maintained. /s/ J B TITCHENER & CO J B TITCHENER & CO 27 ELDON SQUARE Registered Auditors READING BERKSHIRE Date: 7th August 1996 RGI 4DP --------------- -3- I.D.C. CARD LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MAY 1996 Note 1996 1995 (Pounds) (Pounds) TURNOVER 2 327,481 614,146 Cost of sales 189,041 338,126 -------- -------- GROSS PROFIT 138,440 276,020 Net operating expenses 3 167,060 290,369 -------- -------- OPERATING LOSS 4 (28,620) (14,349) Other interest receivable and similar income 5 8,223 7,334 Interest payable and similar charges (362) -- -------- -------- LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (20,759) (7,015) Tax on loss on ordinary activities 6 (3,568) (224) -------- -------- RETAINED LOSS FOR THE FINANCIAL YEAR (17,191) (6,791) Retained profit brought forward 184,989 191,780 -------- -------- RETAINED PROFIT CARRIED FORWARD 167,798 184,989 ======== ======== The company's turnover and expenses all relate to continuing operations. The only recognised loss for the year was the loss for the financial year of (Pounds)(17,191) (1995 - (Pounds)(6,791) The annexed notes form part of these financial statements. -4- I.D.C. CARD LIMITED BALANCE SHEET AT 31 MAY 1996 Note 1996 1995 (Pounds) (Pounds) FIXED ASSETS Tangible assets 7 24,861 41,144 CURRENT ASSETS Stocks 8 15,518 5,000 Debtors 9 101,510 88,395 Cash at bank and in hand 127,618 337,876 -------- -------- 244,646 431,271 CREDITORS Amounts falling due within one year 10 96,709 281,376 -------- -------- NET CURRENT ASSETS 147,937 149,895 -------- -------- TOTAL ASSETS LESS CURRENT LIABILITIES 172,798 191,039 PROVISION FOR LIABILITIES AND CHARGES 11 - 1,050 -------- -------- NET ASSETS 172,798 189,989 ======== ======== CAPITAL AND RESERVES Called up share capital 12 5,000 5,000 Profit and loss account 167,798 184,989 -------- -------- SHAREHOLDERS' FUNDS 13 172,798 189,989 ======== ======== The directors have taken advantage of the special exemptions conferred by Part I of Schedule 8 of the Companies Act 1985 and have done so on the grounds that, in their opinion, the company is entitled to those exemptions as a small company. These financial statements were approved by the board on 16/7/96 ON BEHALF OF THE BOARD ------- /s/ M R L Beebee Date: 16/O7/96 - ----------------- --------- M R L BEEBEE - DIRECTOR The annexed notes form part of these financial statements. -5- I.D.C. CARD LIMITED NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 MAY 1996 1. ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts. Cash Flow Statement The company qualifies as a small company and advantage has therefore been taken of the exemption provided by the Financial Reporting Standard No 1 not to prepare a cash flow statement. Basis of Preparation of Financial Statements The financial statements have been prepared under the historical cost convention. The effect of events in relation to the year ended 31 May 1996 which occurred before the date of approval of the financial statements by the Board of Directors, have been included in the statements to the extent required to show a true and fair view of the state of affairs at 31 May 1996 and of the results for the year ended on that date. Depreciation Depreciation has been computed to write off the cost of tangible fixed assets over their expected useful lives using the following rates: Leasehold property - Over 15 years Plant and machinery - 20% per annum of cost Fixtures and fittings - 10% per annum of cost Motor vehicles - 25% per annum of cost Stocks Stocks have been valued at the lower of cost and net realisable value. Deferred Taxation Deferred taxation is provided on the liability method to take account of certain items for accounts purposes and their treatment for tax purposes. Tax deferred or accelerated is accounted for in respect of all material timing differences to the extent that it is considered that a net liability may crystallise. Pension Costs The company operates a pension scheme for its director, M R L Beebee. The scheme is a defined contribution scheme, and the contributions are charged against profits as they are paid. 2. TURNOVER The company's turnover represents the value, excluding Value Added Tax, of goods and services supplied to customers during the year. -6- I.D.C. CARD LIMITED NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 MAY 1996 (CONT) 3. NET OPERATING EXPENSES 1996 1995 (pound) (pound) Administrative expenses 184,759 307,741 Other operating income (17,699) (17,372) ------- ------- 167,060 290,369 ======= ======= 4. OPERATING LOSS Operating loss is stated after charging/(crediting): 1996 1995 (pound) (pound) Directors' emoluments 21,702 84,510 Directors' pension contributions -- 40,160 ------- ------- Total directors' emoluments 21,702 124,670 ====== ======= Depreciation and amortisation of owned assets 16,283 16,283 Auditors' remuneration 1,700 1,700 ====== ======= 5. OTHER INTEREST RECEIVABLE AND SIMILAR INCOME 1996 1995 (pound) (pound) Other interest and similar income 8,223 7,334 ====== ======= -7- I.D.C. CARD LIMITED NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 MAY 1996 (CONT) 6. TAXATION ON ORDINARY ACTIVITIES 1996 1995 (pound) (pound) Current year Corporation tax at 25% (2,518) 1,142 Deferred tax at 25% (1,050) (1,466) ------ ------ (3,568) (324) Prior year Corporation tax under(over) provided -- 100 ------ ------ (3,568) (224) ====== ====== 7. TANGIBLE FIXED ASSETS Leasehold Plant Fixtures Land and and and Motor buildings machinery fittings vehicles Total (pound) (pound) (pound) (pound) (pound) Cost At 1 June 1995 24,975 996 81,790 33,259 141,020 Additions -- -- -- -- -- Revaluations -- -- -- -- -- Intra-group transfers -- -- -- -- -- Disposals -- -- -- -- -- ------ ------ ------ ------ ------- At 31 May 1996 24,975 996 81,790 33,259 141,020 ------ ------ ------ ------ ------- Depreciation At 1 June 1995 14,292 996 65,568 19,020 99,876 Charge for the year 1,665 -- 8,180 6,438 16,283 Revaluations -- -- -- -- -- Intra-group transfers -- -- -- -- -- Elimination on disposals -- -- -- -- -- ------ ------ ------ ------ ------- At 31 May 1996 15,957 996 73,748 25,458 116,159 ------ ------ ------ ------ ------- Net book value At 31 May 1996 9,018 -- 8,042 7,801 24,861 ====== ====== ====== ====== ======= At 3l May 1995 10,683 -- 16,222 14,239 41,144 ====== ====== ====== ====== ======= -8- I.D.C. CARD LIMITED NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 MAY 1996 (CONT) 8. STOCKS 1996 1995 (pound) (pound) Stocks 15,518 5,000 ====== ===== 9. DEBTORS 1996 1995 (pound) (pound) Trade debtors 70,248 37,189 Other debtors 31,262 51,206 ------- ------ 101,510 88,395 ======= ====== 10. CREDITORS - AMOUNTS DUE WITHIN ONE YEAR 1996 1995 (pound) (pound) Trade creditors 63,512 167,090 Corporation tax payable - 1,142 Social security and other taxes 16,493 64,055 Other creditors 16,704 49,089 ------ ------- 96,709 281,376 ====== ======= 11. PROVISIONS FOR LIABILITIES AND CHARGES 1996 (pound) Balance at 1 June 1995 1,050 Utilised during the year (1,050) ------- Balance at 31 May 1996 -- ======= -9- I.D.C. CARD LIMITED NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 31 MAY 1996 (CONT) 12. SHARE CAPITAL 1996 1995 (pound) (pound) Authorised 5,000 ordinary shares of (pound)1 each 5,000 5,000 ======= ======= Allotted, called up and fully paid 5,000 ordinary shares of (pound)1 each 5,000 5,000 ======= ======= 13. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 1996 1995 (pound) (pound) Loss for the financial year (17,191) (6,791) Opening shareholders' funds 189,989 196,780 ------- ------- Closing shareholders' funds 172,798 189,989 ======= ======= 14. PENSION COSTS The company operates a non-contributory pension scheme. It is a defined contribution scheme and contributions are charged in the profit and loss account as they accrue. The charge for the year was (pound)- (1995 (pound)40,160). -10- THE FOLLOWING PAGES ARE FOR THE INFORMATION OF THE DIRECTORS ONLY. THEY DO NOT FORM PART OF THE STATUTORY ACCOUNTS. I.D.C. CARD LIMITED TRADING & PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31 MAY 1996 1996 1995 (pound) (pound) TURNOVER 327,481 614,146 COST OF SALES Opening stock 5,000 5,000 Countdown commission 51,875 170,440 Travelling and motor expenses 7,961 10,518 Test meals 189 156 Printing 71,144 87,638 Advertising and promotion 34,901 35,435 Overseas agents 33,489 33,939 ------- ------- 204,559 343,126 Closing stock (15,518) (5,000) ------- ------- 189,041 338,126 ------- ------- GROSS PROFIT 138,440 276,020 Other operating income 17,699 17,372 ------- ------- 156,139 293,392 Overhead expenses 184,759 307,741 ------- ------- OPERATING LOSS (28,620) (14,349) Other interest receivable and similar income 8,223 7,334 ------- ------- (20,397) (7,015) Interest payable and similar charges 362 -- ------- ------- LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (20,759) (7,015) ======= ======= -11- I.D.C. CARD LIMITED SCHEDULE TO THE TRADING AND PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MAY 1996 1996 1995 (pound) (pound) OTHER OPERATING INCOME Rent receivable 16,121 15,500 Sundry income 1,578 1,872 ------ ------ 17,699 17,372 ====== ====== OTHER INTEREST RECEIVABLE AND SIMILAR INCOME Bank interest 8,223 7,304 Sundry interest -- 30 ------ ------ 8,223 7,334 ====== ====== INTEREST PAYABLE AND SIMILAR CHARGES Interest on overdue tax 362 -- ====== ====== -12- I.D.C. CARD LIMITED SCHEDULE OF OVERHEAD EXPENSES FOR THE YEAR ENDED 31 MAY 1996 1996 1995 (pound) (pound) ADMINISTRATIVE EXPENSES Rent and rates 20,702 21,757 Insurances 5,690 4,465 Light and heat 1,150 1,507 Directors' salaries 13,900 75,414 Pension contributions -- 40,160 Wages and salaries 71,743 74,075 Employer's NIC 9,818 15,377 Telephone 2,543 2,952 Postage and stationery 12,801 19,757 Office maintenance 3,674 4,377 Accountancy fees 1,987 1,936 Auditors' remuneration 1,700 1,700 Legal and professional fees 1,127 -- Consultancy fees 12,823 12,823 Donations 1,000 4,000 Sundry expenses 445 1,521 Depreciation charges 16,283 16,283 ------- ------- 177,386 298,104 ------- ------- FINANCIAL EXPENSES Bad debts -- (36) Bank charges 7,373 9,673 ------- ------- 7,373 9,637 ------- ------- OVERHEAD EXPENSES 184,759 307,741 ======= ======= -13-