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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: MAY 5, 1997
UNICOMP, INC.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 0-15671
COLORADO 84-1023666
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1850 PARKWAY PLACE, SUITE 925
MARIETTA, GEORGIA 30067
(Address of principal executive offices including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 424-3684
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
On February 20, 1997, UniComp, Inc. (the "Company") acquired 100% of the
issued and outstanding capital stock of CEM Computers Limited ("CEM"), a United
Kingdom corporation, pursuant to a Share Sale Agreement, dated February 20, 1997
(the "Agreement"). The authorized capital stock of CEM consists of 49,500
shares of class A common stock and 500 shares of class B common stock, of which
1,100 shares of class A common stock and 500 shares of class B common stock were
issued and outstanding. The Company acquired the capital stock of CEM for
approximately $3.8 million, most of which was financed by debt collateralized by
certain assets of CEM and the Company. The terms of the Agreement and the
amount of the consideration paid for the CEM capital stock was determined
through arms-length negotiations among the parties.
The Company will operate CEM as a subsidiary. Prior to the acquisition,
CEM was a wholly owned subsidiary of Eurodis Electron Plc and was in the
business of providing independent hardware and software support, systems
integration services, training and systems support, primarily in Northern
Ireland and was also a reseller of computer equipment primarily to the education
and corporate marketplace. The Company intends to continue such business.
The description of the transactions contemplated by the Agreement is
qualified entirely by reference to the Agreement which was previously filed as
Exhibit 2.1 and is incorporated herein by reference.
The transaction was accounted for as a purchase and financial statements
for the appropriate periods are filed under this item. The financial statements
are prepared under United Kingdom generally accepted accounting principles and
are presented in British Pounds. The Company believes that there are no
significant differences between United States generally accepted accounting
principles and United Kingdom generally accepted accounting principles as it
relates to the financial statements of CEM.
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CEM COMPUTERS LIMITED
DIRECTORS' REPORTS AND ACCOUNTS
FOR THE YEARS ENDED 31ST MAY 1996, 1995, AND 1994
CONTENTS PAGE
GENERAL INFORMATION 4
DIRECTORS' REPORTS 5 - 13
AUDITORS' REPORTS 14 - 16
PROFIT AND LOSS ACCOUNTS 17
BALANCE SHEETS 18
NOTES TO THE ACCOUNTS 19 - 28
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GENERAL INFORMATION
DIRECTORS:
B. S. Keating
A. W. Parke
H. J. R. Moore
R. G. Johnston
J. C. Hall
Eurodis Electron plc
SECRETARIES:
B. E. Davis
H. J. R. Moore
REGISTERED OFFICE:
CEM House
Victoria Business Park
West Bank Road
Belfast Harbour Estate
Belfast
BT3 9JE
REGISTERED NUMBER:
NI 14278
AUDITORS:
Price Waterhouse
Royston House
34 Upper Queen Street
Belfast
BT1 6HG
BANKERS:
Northern Bank Limited
12/13 Shaftesbury Square
Belfast
BT2 7DJ
SOLICITORS:
Carson & McDowell
Murray House
Murray Street
Belfast
BT1 6HS
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DIRECTORS' REPORT
The Directors present their report and the audited accounts of the company
for the year ended 31 May 1996.
REVIEW OF THE BUSINESS
The company fulfilled most of the financial and non-financial goals for the
year, with sales of systems and services on target. Trading continued
along expected lines in most areas with little or no surprises experienced.
The company achieved ISO 9002 certification in its Customer Services
division and has committed to becoming an IIP company as one of the
cornerstones of being a service based company.
The Software Development division was very active and has a committed
workload for most of the next financial year.
The regional support program is working well and has been extended to more
engineers in various locations in Ireland.
RESULTS AND DIVIDENDS
The company's profit after taxation for the financial year is L152,000
(1995-L238,000). The directors do not recommend the payment of a dividend.
If this recommendation is accepted, L152,000 will be transferred to
reserves.
DIRECTORS AND THEIR INTERESTS
The directors who held office during the year and their interests in shares
of group companies at 31 May 1996 and 1995 are given below:
EURODIS ELECTRON PLC
ORDINARY SHARES OF 10P EACH
1996 1995
BS Keating 29,000 34,000
A W Parke --- 700
H J R Moore --- ---
R G Johnston --- ---
J C Hall --- ---
Eurodis Electron Plc --- ---
Apart from Eurodis Electron Plc, none of the directors held any shares in
CEM Computers Ltd.
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DIRECTORS AND THEIR INTERESTS (CONTINUED)
The company is nominated to participate in the Eurodis Electron Executive
Share Option Scheme 1991 (ESOP) details of which can be found in the Annual
Report and Accounts of Eurodis Electron Plc. The directors have advised
that they have an interest in 50,000 ordinary shares of 10p each in Eurodis
Electron Plc (the ultimate parent) as potential beneficiaries of the ESOP.
The company has also been notified of directors' interests in respect of
options over Ordinary Shares of 10p each in Electron House Plc granted
under the Electron House Executive share Option Scheme as follows:
Name Number of Shares Price
J. C. Hall 5,000 102p
R.G. Johnston 5,000 102p
There were no other changes to directors' interests as at 'Date of
Accounts'.
FIXED ASSETS
The movements in fixed assets during the year are shown in the Note 9 to
the accounts.
FUTURE DEVELOPMENTS
The company continues towards it's ultimate goal of being recognised as a
premier systems and services company and has agreed new 3 year goals to
achieve this mission.
CEM has committed to becoming an IIP company as one of the cornerstones of
being a service based company, together with the development of our
business processes across the whole company towards ISO 9002 certification
and further investment in our own information systems.
Marketing and Sales continue to seek new solutions and develop new services
for our customers.
A sales and support office is planned for Dublin during the current year to
capitalise on our current all Ireland potential for a number of our
solutions and services.
Investment continues to be made in our software development capabilities,
including multimedia which has a number of successful projects completed
and in its portfolio.
CHARITABLE AND POLITICAL DONATIONS
The company made charitable donations of L1,000 (1995 - L510) during the
year and no political donations.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
Company law requires the directors to prepare accounts for each financial
year which give a true
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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 accounts,
the directors are required to:
- select suitable accounting policies and then apply them consistently:
- make judgements and estimates that are reasonable and prudent:
- state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the
accounts:
- prepare the accounts on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the accounts comply with the
Companies (Northern Ireland) Order 1986. They are also responsible for
safeguarding the assets of the company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
AUDITORS
The auditors, Price Waterhouse, have indicated their willingness to
continue in office, and a resolution for their re-appointment will be
proposed at the Annual General Meeting.
By Order of the Board
/s/ H.J.R. MOORE
------------------
H.J.R. MOORE
SECRETARY
7
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DIRECTORS' REPORT
The Directors present their report and the audited accounts of the company
for the year ended 31 May 1995.
REVIEW OF THE BUSINESS
The company's principal activities during the year were the selling and
supporting of systems and services and the development of computer
software.
System sales were increasingly concentrated on a number of well-defined
solutions, promoted and supported through business units.
Regional support engineers were established in Dublin and Derry to improve
All-Ireland coverage.
The first significant multi-media order was taken and is currently being
produced by the software development group.
Signs of improvement in general market conditions were seen during the
year.
RESULTS AND THEIR INTERESTS
The company's profit after taxation for the financial year is L238,000
(1994-L243,000). The directors recommend a final ordinary dividend of
L125.00 per share amounting to L200,000. If this recommendation is adopted
L38,000 will be transferred to reserves.
DIRECTORS' AND THEIR INTERESTS
The directors at the year end and their interests in shares of group
companies at 31 May 1995 and 1994 are given below:
CEM COMPUTERS LIMITED ELECTRON HOUSE PLC
ORDINARY SHARES OF 10P EACH
1995 1994
BS Keating 34,000 25,000
A W Parke 700
H J R Moore --- ---
R G Johnston --- ---
J C Hall --- ---
The company is nominated to participate in the Electron House Executive
Share Option Scheme 1991 (ESOP) details of which can be found in the Annual
Report and Accounts of Electron House Plc. The directors have advised that
they have an interest in 140,000 ordinary shares of 10p each in Electron
House Plc (the ultimate parent) as potential beneficiaries of the ESOP.
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DIRECTORS AND THEIR INTERESTS (CONTINUED)
The company has also been notified of directors' interests in respect of
options over Ordinary Shares of 10p each in Electron House Plc granted
under the Electron House Executive share Option Scheme as follows:
Name Number of Shares Price
J. C. Hall 5,000 102p
R.G. Johnston 5,000 102p
There were no other changes to directors' interests as at 'Date of
Accounts'.
FIXED ASSETS
The movements in fixed assets during the year are shown in the Note 7 to
the accounts.
FUTURE DEVELOPMENTS
The company continues its policy of selling and providing more services
whether directly through its Customer Services and Software Development
Departments or indirectly via its specialist system sales.
The company plans to expand its All-Ireland operation.
More emphasise will be given to software development and in particular
multi-media products.
CHARITABLE AND POLITICAL DONATIONS
The company made charitable donations of L510 (1994 - L811) during the year
and no political donations.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
Company law requires the directors to prepare accounts 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 accounts, the directors are required to:
- select suitable accounting policies and then apply them consistently:
- make judgements and estimates that are reasonable and prudent:
- state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the
accounts:
- prepare the accounts on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
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The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the accounts comply with the
Companies (Northern Ireland) Order 1986. They are also responsible for
safeguarding the assets of the company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
AUDITORS
The auditors, Price Waterhouse, have indicated their willingness to
continue in office, and a resolution for their re-appointment will be
proposed at the Annual General Meeting.
By Order of the Board
/s/ H.J.R. MOORE
------------------
H.J.R. MOORE
SECRETARY
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DIRECTORS' REPORT
The Directors present their report and the audited accounts of the company
for the year ended 31 May 1994.
REVIEW OF THE BUSINESS
The company's principal activities during the year were the selling and
maintenance of computers, computer consultancy and development of computer
software.
Market conditions continue to be difficult with increased competition from
manufacturers and direct mail order in addition to the normal problems of
over supply and decreasing prices and margins.
The company's continuing policy of concentration on added value services
together with more specialisation has helped to negate some of the above
market trends.
RESULTS AND THEIR INTERESTS
The company's profit after taxation for the financial year is L243,000
(1993-L697,000). The directors recommend a final ordinary dividend of
L93.75 per share amounting to L150,000. If this recommendation is adopted
L93,000 will be transferred to reserves.
DIRECTORS' AND THEIR INTERESTS
The directors at the year end and their interests in shares of group
companies at 31 May 1994 and 1993 are given below:
CEM COMPUTERS LIMITED ELECTRON HOUSE PLC
ORDINARY SHARES OF 10P EACH
1994 1993
BS Keating 25,000 25,000
A W Parke --- ---
H J R Moore --- ---
R G Johnston --- ---
J C Hall --- ---
The company is nominated to participate in the Electron House Executive
Share Option Scheme 1991 (ESOP) details of which can be found in the Annual
Report and Accounts of Electron House Plc. The directors have advised that
they have an interest in 310,000 ordinary shares of 10p each in Electron
House Plc (the ultimate parent) as potential beneficiaries of the ESOP.
Dr B. S. Keating was granted options over 30,000 shares of 10p each in
Electron House Plc on 7 August 1991 at a price of 33p per share under the
ESOP and is thus interested in those shares as an option holder and not
simply as potential beneficiary of the ESOP.
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DIRECTORS AND THEIR INTERESTS (CONTINUED)
The company has also been notified of directors' interests in respect of
options over Ordinary Shares of 10p each in Electron House Plc granted
under the Electron House Executive share Option Scheme as follows:
Name Number of Shares Price
A. Parke 15,000 33p
H.J.R. Moore 10,000 33p
J. C. Hall 5,000 102p
R.G. Johnston 5,000 102p
Since 31 May 1994 Mr B. S. Keating, Mr A. Parke and Mr H.J.R. Moore
exercised all their options. Mr B. S. Keating has disposed of 21,000
ordinary shares, Mr A. Parke has disposed of 14,300 ordinary shares and
Mr H.J.R. Moore has disposed of 8,000 ordinary shares.
There were no other changes to directors' interests as at 'Date of
Accounts'.
FIXED ASSETS
The movements in fixed assets during the year are shown in the Note 7 to
the accounts.
FUTURE DEVELOPMENTS
The company has long recognised the need to add value through more
specialisation.
Various areas have been selected in which the company plans to concentrate
its business activities including data communications, software
development, graphics and multimedia.
CHARITABLE AND POLITICAL DONATIONS
The company made charitable donations of L811 (1993 - L2,051) during the
year and no political donations.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
Company law requires the directors to prepare accounts 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 accounts, the directors are required to:
- select suitable accounting policies and then apply them consistently:
- make judgements and estimates that are reasonable and prudent:
- state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the
accounts:
- prepare the accounts on the going concern basis unless it is
inappropriate to presume that
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the company will continue in business.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the accounts comply with the
Companies (Northern Ireland) Order 1986. They are also responsible for
safeguarding the assets of the company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
AUDITORS
The auditors, Price Waterhouse, have indicated their willingness to
continue in office, and a resolution for their re-appointment will be
proposed at the Annual General Meeting.
By Order of the Board
/s/ H.J.R. MOORE
------------------
H.J.R. MOORE
SECRETARY
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AUDITORS' REPORT TO THE SHAREHOLDERS OF
CEM COMPUTERS LIMITED
We have audited the accounts on pages 17 to 28 which have been prepared
under the historical cost convention and the accounting policies set out on
pages 19 and 20.
Respective responsibilities of directors and auditors
As described on pages 5 to 7 the company's directors are responsible for
the presentation of accounts. It is our responsibility to form an
independent opinion, based on our audit, on those accounts 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 accounts. It
also includes an assessment of the significant estimates and judgements
made by the directors in the preparation of the accounts, 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 accounts 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 accounts.
OPINION
In our opinion the accounts give a true and fair view of the state of the
company's affairs as at 31 May 1996 and of its profit for the year then
ended and have been properly prepared in accordance with the Companies
(Northern Ireland) Order 1986.
PRICE WATERHOUSE
Chartered Accountants
and Registered Auditors
Belfast
Date: 29 January 1997
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AUDITORS' REPORT TO THE SHAREHOLDERS OF
CEM COMPUTERS LIMITED
We have audited the accounts on pages 17 to 28 which have been prepared
under the historical cost convention and the accounting policies set out on
pages 19 and 20.
Respective responsibilities of directors and auditors
As described on pages 8 to 10 the company's directors are responsible for
the presentation of accounts. It is our responsibility to form an
independent opinion, based on our audit, on those accounts 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 accounts. It
also includes an assessment of the significant estimates and judgements
made by the directors in the preparation of the accounts, 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 accounts 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 accounts.
OPINION
In our opinion the accounts give a true and fair view of the state of the
company's affairs as at 31 May 1995 and off its profit for the year then
ended and have been properly prepared in accordance with the Companies
(Northern Ireland) Order 1986.
PRICE WATERHOUSE
Chartered Accountants
and Registered Auditors
Belfast
Date: 3 November 1995
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AUDITORS' REPORT TO THE SHAREHOLDERS OF
CEM COMPUTERS LIMITED
We have audited the accounts on pages 17 to 28 which have been prepared
under the historical cost convention and the accounting policies set out on
pages 19 and 20.
Respective responsibilities of directors and auditors
As described on pages 11 to 13 the company's directors are responsible for
the presentation of accounts. It is our responsibility to form an
independent opinion, based on our audit, on those accounts 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 accounts. It
also includes an assessment of the significant estimates and judgements
made by the directors in the preparation of the accounts, 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 accounts 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 accounts.
OPINION
In our opinion the accounts give a true and fair view of the state of the
company's affairs as at 31 May 1994 and off its profit for the year then
ended and have been properly prepared in accordance with the Companies
(Northern Ireland) Order 1986.
PRICE WATERHOUSE
Chartered Accountants
and Registered Auditors
Belfast
Date: 2 November 1994
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PROFIT AND LOSS ACCOUNTS FOR THE YEARS ENDED 31 MAY 1996, 1995, AND 1994
(AUDITED)
1996 1995 1994
L'000 L'000 L'000
TURNOVER 3 15,070 13,537 12,671
COST OF SALES (11,939) (10,716) (10,087)
-------- -------- --------
GROSS PROFIT 3,131 2,821 2,584
Distribution costs (2,330) (2,074) (1,891)
Administrative expenses (439) (429) (403)
Other operating income 21 10
-------- -------- --------
OPERATING PROFIT 362 339 300
Interest payable and similar charges (40) (54) (73)
-------- -------- --------
PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION 322 285 227
TAXATION ON PROFIT ON ORDINARY
ACTIVITIES 7 (170) (47) 16
-------- -------- --------
PROFIT ON ORDINARY ACTIVITIES
AFTER TAXATION 152 238 243
Dividend payable 8 --- (200) (150)
-------- -------- --------
RETAINED PROFIT TRANSFERRED
TO RESERVES 16 152 38 93
The company has no recognised gains and losses other than those included
above and therefore no separate statement of total recognised gains and
losses has been presented.
There is no difference between the profit on ordinary activities before
taxation and the retained profit for the year stated above and their
historical cost equivalents.
The notes on pages 19 to 28 form part of these accounts.
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BALANCE SHEETS - 31 MAY 1996, 1995, AND 1994 (AUDITED)
Notes 1996 1995 1994
L'000 L'000 L'000
FIXED ASSETS
Tangible assets 9 658 614 658
--- --- ---
658 614 658
--- --- ---
CURRENT ASSETS
Stock 10 532 575 434
Debtors 11 5,745 5,143 4,678
Cash in hand and at bank --- 84 28
------- ------- ------
6,277 5,802 5,140
CREDITORS:
Amounts falling due within one year 12 (5,892) (5,526) (4,934)
------- ------- ------
NET CURRENT ASSETS 385 276 206
TOTAL ASSETS LESS
CURRENT LIABILITIES 1,043 890 864
CREDITORS:
Amounts falling due after one year 13 (8) (7) (11)
PROVISION FOR LIABILITIES
AND CHARGES 13A --- --- (8)
------- ------- ------
1,035 883 845
CAPITAL AND RESERVES
Called up share capital 15 2 2 2
Profit and loss account 16 1,033 881 843
------- ------- ------
1,035 883 845
APPROVED BY THE BOARD ON
29TH JANUARY 1997
/s/ B.S. Keating /s/ H.J.R. Moore
------------------------- -------------------------
DIRECTORS: B. S. Keating H.J.R. Moore
The notes on pages 19 to 28 form part of these accounts.
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NOTES TO THE ACCOUNTS - 31 MAY 1996
1. ACCOUNTING POLICIES
(A) ACCOUNTING CONVENTION
The accounts are prepared under the historical cost convention and in
accordance with applicable accounting standards.
(B) TURNOVER
Turnover represents the value sold to third parties on continuing
activities excluding value added tax.
(C) TANGIBLE FIXED ASSETS AND DEPRECIATION
Depreciation is provided on all tangible fixed assets at annual rates
calculated to write off the cost of each asset over its estimated
useful life, at the following rates:
Fitting out costs - 10% Straight line
Computer equipment - 25% Straight line
Furniture, fittings & plant - 25% Straight line
Motor vehicles - 25% Straight line
(D) STOCKS
Stocks are stated at the lower of cost and net realisable value.
(E) DEFERRED TAXATION
Provision is made for deferred taxation, using the liability method,
where there is a reasonable probability of a material liability
arising from timing differences.
(F) FOREIGN CURRENCIES
Transactions denominated in foreign currencies are translated into
local currency at the rate of exchange prevailing when the transaction
took place. Foreign currency assets and liabilities are translated
into local currency at the rate of exchange ruling at the balance
sheet date. Profits and losses on exchange arising in the local
currency financial accounts of the individual companies are dealt with
through the profit and loss account.
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1. ACCOUNTING POLICIES (CONTINUED)
(G) FINANCE LEASE AND HIRE PURCHASE COMMITMENTS
Assets acquired under finance lease and hire purchase contracts are
capitalised in the balance sheet and are depreciated over their useful
lives. The interest element of rental obligations is charged to the
profit and loss account over the period of the contracts and
represents a constant proportion of the balance of the capital
repayments outstanding.
(H) LEASES
Rentals arising on operating leases are charged in the profit and loss
account on a straight line basis over the lease term.
(I) DEVELOPMENT EXPENDITURE
Development costs of Strategix Software are capitalised under computer
equipment and are amortised over five years which is the period during
which the company will derive benefit from the expenditure.
2. TURNOVER AND PROFIT BEFORE TAX
In accordance with article 55(5) of the Companies (Northern Ireland) Order
1986, segmental information has been omitted. The directors believe that
disclosure of such information would be seriously prejudicial to the
interests of the company.
3. PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
1996 1995 1994
L'000 L'000 L'000
Profit on ordinary activities before
taxation is after charging:
Depreciation 234 217 232
Auditors remuneration 8 7 8
Interest payable on bank & other borrowings 39 52 60
Hire of plant and machinery 6 3 2
Hire purchase interest paid 1 2 13
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4. STAFF COSTS 1996 1995 1994
L'000 L'000 L'000
Wages and salaries 1,395 1,238 1,056
Social security costs 139 132 99
Other pension costs 29 24 21
----- ----- -----
1,563 1,394 1,176
1996 1995 1994
Number Number Number
The average number of persons, including
directors, employed by the company during
year was: 99 93 87
Divided by activity as follows:
Office management and sales 95 90 83
Warehouse 4 3 4
-- -- --
99 93 87
5. DIRECTORS EMOLUMENTS 1996 1995 1994
L'000 L'000 L'000
Pension contributions 14 13 13
Management services 243 247 223
--- --- ---
257 260 236
The emoluments excluding pension
contributions of the highest paid director
amounted to: L69,565 L68,401 L59,129
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The number of directors whose emoluments
excluding pension contributions were within Number Number Number
the bands stated are noted below:
L30,001 - L35,000 --- --- 1
L35,001 - L40,000 2 2 2
L40,001 - L45,000 1 1 ---
L55,001 - L60,000 --- --- 2
L60,001 - L65,000 1 1 ---
L65,001 - L70,000 1 1 ---
6. INTEREST PAYABLE 1996 1995 1994
L'000 L'000 L'000
Interest payable on bank overdrafts and
loans wholly repayable within five years 39 52 60
Interest payable on finance leases 1 2 13
7. TAXATION ON PROFIT ON ORDINARY ACTIVITIES 1996 1995 1994
L'000 L'000 L'000
Taxation on profit for the year:
UK corporation tax - current year 121 55 --
UK corporation tax - prior year 49 -- (24)
Deferred taxation -- (8) 8
--- --- ----
170 47 (16)
8. DIVIDENDS 1996 1995 1994
L'000 L'000 L'000
Proposed final L0 per share
(1995 L125 per share) (1994 L93.75 per share) --- 200 150
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9. TANGIBLE ASSETS FITTING COMPUTER FURNISHING MOTOR TOTAL
OUT COST EQUIPMENT FITTINGS VEHICLES
Cost L'000 L'000 L'000 L'000 L'000
At 31 May 1995 124 1,007 247 233 1,611
Additions -- 233 15 55 303
Disposals -- (24) -- (79) (103)
--- ----- --- --- -----
At 31 May 1996 124 1,216 262 209 1,811
--- ----- --- --- -----
Depreciation
At 31 May 1995 27 653 184 133 997
Charge for year 13 150 40 30 233
Disposals -- (17) -- (60) (77)
--- --- --- ---- -----
At 31 May 1996 40 786 224 103 1,153
--- --- --- ---- -----
Net book amount
At 31 May 1996 84 430 38 106 658
--- --- -- --- ---
At 31 May 1995 97 354 63 100 614
--- --- -- --- ---
9A. TANGIBLE ASSETS FITTING COMPUTER FURNISHING MOTOR TOTAL
OUT COST EQUIPMENT FITTINGS VEHICLES
Cost L'000 L'000 L'000 L'000 L'000
At 31 May 1994 119 975 239 282 1,615
Additions 5 194 8 25 232
Disposals -- (156) -- (74) (203)
--- ----- --- --- -----
At 31 May 1995 124 1,013 247 233 1,617
--- ----- --- --- -----
Depreciation
At 31 May 1994 14 641 147 155 957
Charge for year 13 142 37 32 224
Disposals -- (124) -- (54) (178)
--- ---- --- --- -----
At 31 May 1995 27 659 184 133 1,003
23
<PAGE>
--- ---- --- --- -----
Net book amount
At 31 May 1995 97 354 63 100 614
--- ---- --- --- ---
At 31 May 1994 105 334 92 127 658
--- ---- --- --- ---
9B. TANGIBLE ASSETS FITTING COMPUTER FURNISHING MOTOR TOTAL
OUT COST EQUIPMENT FITTINGS VEHICLES
Cost L'000 L'000 L'000 L'000 L'000
At 31 May 1993 125 803 218 299 1,445
Additions (6) 216 21 27 258
Disposals -- (44) -- (44) (88)
--- --- --- --- -----
At 31 May 1994 119 975 239 282 1,615
--- --- --- --- -----
Depreciation
At 31 May 1993 2 522 108 146 778
Charge for year 12 141 39 39 231
Disposals -- (22) -- (30) (52)
--- --- --- --- ----
At 31 May 1994 14 641 147 155 957
--- --- --- --- ----
Net book amount
At 31 May 1994 105 334 92 127 658
--- --- --- --- ---
At 31 May 1993 123 281 110 153 667
--- --- --- --- ---
Included within motor vehicles are assets acquired under finance leases at
a cost of L41,823 with accumulated depreciation of L3,840.
10. STOCKS 1996 1995 1994
L'000 L'000 L'000
Goods for resale 532 575 434
The replacement cost of stocks does not differ from the balance sheet
amount.
24
<PAGE>
11. DEBTORS 1996 1995 1994
L'000 L'000 L'000
Trade debtors 2,016 1,722 1,817
Amounts owed by group undertakings 3,553 3,092 2,642
Other debtors 30 170 64
Prepayments and accrued income 146 159 155
----- ----- -----
5,745 5,143 4,678
12. CREDITORS: Amounts falling due within one year: 1996 1995 1994
L'000 L'000 L'000
Bank overdraft 129 -- 16
Obligations under finance leases & HP contract 22 -- 20
Trade creditors 1,192 1,272 1,152
Amounts owing to group undertakings 3,371 3,366 3,171
Corporation tax 121 53 (312)
Other taxation & social security 352 242 145
Other creditors 104 84 180
Accruals and deferred income 601 509 562
----- ----- -----
5,892 5,526 4,934
The bank overdraft of the company, which is included in the bank overdraft
of the group, is secured by letter of guarantee from the ultimate holding
company.
13. CREDITORS: Amounts falling due after one year: 1996 1995 1994
L'000 L'000 L'000
Obligations under finance lease & HP contract 8 7 11
Hire purchase creditors are in effect secured on the assets to which the
agreements relate.
25
<PAGE>
13A PROVISIONS FOR LIABILITIES AND CHARGES 1996 1995 1994
L'000 L'000 L'000
DEFERRED TAXATION:
At 31 May --- 8 0
Charge for the year --- (8) 8
----- ----- -----
--- 0 8
14. LEASE OBLIGATIONS: 1996 1995 1994
L'000 L'000 L'000
Obligations under finance leases and hire
purchase contracts falling due:
Within one year 16 --- ---
Within two to five years 6 7 ---
15. CALLED UP SHARE CAPITAL 1996 1995 1994
L'000 L'000 L'000
Authorised
50,000 Ordinary shares at L1 each 50,000 50,000 50,000
------ ------ ------
Allotted, Issued and fully paid
Class "A" 1100 Ordinary shares of L1 each 1,100 1,100 1,100
Class "B" 500 Ordinary shares of L1 each 500 500 500
------ ------ ------
1,600 1,600 1,600
------ ------ ------
16. PROFIT AND LOSS ACCOUNT 1996 1995 1994
L'000 L'000 L'000
At 31 May 881 843 750
Retained profit for the year 152 38 93
--- --- ---
At 31 May 1,033 881 843
----- ----- -----
26
<PAGE>
17. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
1996 1995 1994
L,000 L,000 L'000
Profit for the period 152 238 243
Dividends --- (200) (150)
---- ---- ----
Net additions to shareholders funds 152 38 93
Opening shareholders' funds 883 845 752
---- ---- ----
Closing shareholders funds 1,035 883 845
---- ---- ---
18. CAPITAL COMMITMENTS: LAND & BUILDINGS OTHER
L'000 L'000
The company had no capital commitments at the
balance sheet date. (1995 - nil 1994 - nil)
The company had a number of operating leases in
force at the year end. The minimum annual rentals
under these leases are as follows - Operating Leases
which expire:
Less than one year --- ---
One to five years --- 120
Greater than five years 156 ---
19. PENSION COSTS
The company operated two defined contribution schemes during the year, one
of which was a group scheme. The assets of the schemes were held
separately from those of the company, being invested with insurance
companies. In respect of the schemes the amount charged represents
contributions payable by the company to the fund.
The pension charge for the year was L29,220 (1995 - L23,614) (1994 -
L20,755).
No contributions were prepaid at the year end (1995 - LNil prepaid) (1994 -
LNil prepaid).
27
<PAGE>
20. ULTIMATE PARENT COMPANY
The directors regard the following company, incorporated in England, as the
ultimate parent company.
Eurodis Electron Plc 31 May 1996
Electron House Plc 31 May 1995
Electron House Plc 31 May 1994
This is the only company in the group preparing group accounts which
include the results of CEM Computers Limited, and copies of these may be
obtained from the Secretary at 17 Birkshead Road, Reigate, Surrey, RH2 OAU.
28
<PAGE>
CEM COMPUTERS LIMITED
CASH FLOW STATEMENTS
FOR THE YEARS ENDED 31ST MAY 1996, 1995, AND 1994
CONTENTS PAGE
AUDITORS' REPORTS 30
CASH FLOW STATEMENTS 31
NOTES TO THE ACCOUNTS 32
29
<PAGE>
AUDITORS' REPORT TO THE SHAREHOLDERS OF
CEM COMPUTERS LIMITED
We have audited the Cash Flow Statements on pages 31 to 32 which have been
prepared under accounting policies generally acceptable in the United
Kingdom.
Opinion
In our opinion the Cash Flow Statements give a true and fair view of the
company's cash flows for the years ended 31 May 1994, 1995, 1996 and have
been properly prepared in accordance with Financial Reporting Standard No.
1 "Cash Flow Statements".
PRICE WATERHOUSE
Chartered Accountants
and Registered Auditors
Belfast
Date: 24 April 1997
30
<PAGE>
CASH FLOW STATEMENTS
31 MAY 31 MAY 31 MAY
1996 1995 1994
L'000 L'000 L'000
NET CASH INFLOW FROM OPERATING
ACTIVITIES (NOTE 1) 193 16 1,642
--- --- -----
RETURNS ON INVESTMENTS AND
SERVICING OF FINANCE
Interest element of finance lease rental payments (1) (2) (13)
Interest paid (39) (52) (60)
NET CASH (OUTFLOW) FROM RETURNS ON
INVESTMENTS AND SERVICING OF FINANCE (40) (54) (73)
--- --- ---
TAXATION
UK corporation tax paid (102) (4) (174)
UK corporation tax received --- 314 13
--- --- ----
TAX (PAID)/RECEIVED (102) 310 (161)
---- --- ----
INVESTING ACTIVITIES
Payments to acquire tangible fixed assets (261) (232) (258)
Receipts from sales of tangible fixed assets 16 56 33
---- ---- ----
NET CASH (OUTFLOW) FROM INVESTING
ACTIVITIES (245) (176) (225)
NET CASH INFLOW/(OUTFLOW) BEFORE
FINANCING (194) 96 1,183
---- --- -----
FINANCING
Capital element of finance lease rental payments (19) (24) (57)
--- --- ---
NET CASH INFLOW FROM FINANCING
(NOTE 4) (19) (24) (57)
--- --- ---
Increase/(decrease) in cash and cash equivalents (213) 72 1,126
(Notes 2 & 3) ---- --- -----
31
<PAGE>
1 RECONCILIATION OF OPERATING PROFIT TO NET 31 MAY 31 MAY 31 MAY
CASH INFLOW FROM OPERATING ACTIVITIES 1996 1995 1994
Operating profit 362 339 300
Depreciation charges 233 224 231
Loss/(Profit) on sale of tangible fixed assets 10 (4) 3
(Increase)/decrease in stocks 43 (141) 79
(Increase)/decrease in debtors (602) (465) 672
Increase/(decrease) in creditors 147 63 357
--- ---- -----
193 16 1,642
--- ---- -----
2 ANALYSIS OF CHANGES IN CASH AND CASH 31 MAY 31 MAY 31 MAY
EQUIVALENTS DURING THE YEAR 1996 1995 1994
At beginning of year 84 12 (1,114)
Net cash inflow/(outflow) (213) 72 1,126
---- --- ------
At end of year (129) 84 12
---- --- ---
3 ANALYSIS OF THE BALANCES OF CASH AND CASH 31 MAY 31 MAY 31 MAY
EQUIVALENTS AS SHOWN IN THE BALANCE SHEET 1996 1995 1994
Cash at bank and in hand -- 84 28
Bank Overdraft (129) -- (16)
---- --- ---
(129) 84 12
---- --- ---
4 ANALYSIS OF CHANGES IN FINANCING 31 MAY 31 MAY 31 MAY
DURING THE YEAR 1996 1995 1994
FINANCE LEASE OBLIGATIONS
At beginning of year 7 31 88
Inception of new finance leases 42 -- --
Cash inflow/(outflow) from financing (19) (24) (57)
--- --- ---
At end of year 30 7 31
--- --- ---
32
<PAGE>
CEM COMPUTERS LIMITED
UNAUDITED INTERIM PERIOD FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30TH NOVEMBER 1996
CONTENTS PAGE
PROFIT AND LOSS ACCOUNT 34
BALANCE SHEET 35
CASH FLOW STATEMENT 36
NOTES TO THE CASH FLOW STATEMENT 37
NOTES TO THE ACCOUNTS 38
33
<PAGE>
UNAUDITED PROFIT AND LOSS ACCOUNT FOR THE SIX MONTHS ENDED 30TH NOVEMBER 1996
CEM
L'000
TURNOVER 5,888
COST OF SALES 4,518
-----
GROSS PROFIT 1,370
Distribution Costs 1,063
Administrative Expenses 203
Other operating income -
-----
OPERATING PROFIT 104
Interest payable and similar charges 26
-----
PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION 78
TAXATION ON PROFIT ON ORDINARY
ACTIVITIES 12
-----
PROFIT ON ORDINARY ACTIVITIES
AFTER TAXATION 66
Dividend payable 88
-----
RETAINED PROFIT TRANSFERRED
TO RESERVES (22)
-----
34
<PAGE>
UNAUDITED BALANCE SHEET - 30 NOVEMBER 1996
CEM
L'000
FIXED ASSETS
Tangible assets 625
-----
625
CURRENT ASSETS
Stock 843
Debtors 6,025
Cash in hand and at bank 204
-----
7,072
CREDITORS:
amounts falling due within one year 6,605
-----
NET CURRENT ASSETS 467
-----
TOTAL ASSETS LESS
CURRENT LIABILITIES 1,092
CREDITORS:
amounts falling due after one year 121
PROVISION FOR LIABILITIES
AND CHARGES --
-----
971
CAPITAL AND RESERVES
Called up share capital 1,035
Profit and loss account (64)
-----
971
-----
35
<PAGE>
UNAUDITED CASH FLOW STATEMENT FOR SIX MONTHS ENDED 30 NOVEMBER 1996
30-Nov
1996
L'000
NET CASH INFLOW FROM OPERATING
ACTIVITIES (Note 1) 308
---
RETURNS ON INVESTMENT AND
SERVICING OF FINANCE
Interest element of finance lease rental
payments -
Interest paid -
---
NET CASH (OUTFLOW) FROM RETURNS ON
INVESTMENTS AND SERVICING OF FINANCE (48)
---
TAXATION
UK corporation tax paid -
UK corporation tax received -
---
TAX (PAID)/RECEIVED -
INVESTING ACTIVITIES
Payments to acquire tangible fixed assets (97)
Receipts from sales of tangible fixed assets 9
---
NET CASH (OUTFLOW) FROM INVESTING (88)
ACTIVITIES
NET CASH INFLOW/(OUTFLOW) BEFORE
FINANCING 172
---
FINANCING
Capital element of finance lease rental payments (18)
---
NET CASH INFLOW FROM FINANCING
(Note 4) (18)
Increase/(decrease) in cash and cash equivalents
(Notes 2 & 3) 154
---
36
<PAGE>
NOTES TO CASH FLOW STATEMENT
30-Nov
1 RECONCILIATION OF OPERATING PROFIT TO NET 1996
CASH INFLOW FROM OPERATING ACTIVITIES L'000
Operating profit (22)
Depreciation charges 132
Loss/(Profit) on sale of tangible fixed assets -
(Increase)/decrease in stocks (311)
(Increase)/decrease in debtors (280)
Increase/(decrease) in creditors 789
----
308
----
2 ANALYSIS OF CHANGES IN CASH AND CASH
EQUIVALENTS DURING THE PERIOD
At beginning of period (129)
Net cash inflow/(outflow) 154
----
At end of year 25
----
3 ANALYSIS OF THE BALANCES OF CASH AND CASH
EQUIVALENTS AS SHOWN IN THE BALANCE SHEET
Cash at bank and in hand 204
Bank Overdraft (179)
----
25
----
4 ANALYSIS OF CHANGES IN FINANCING
DURING THE YEAR
FINANCE LEASE OBLIGATIONS
At the beginning of period 30
Inception of new finance leases 16
Cash inflow/(outflow) from financing (18)
----
At end of period 28
----
37
<PAGE>
NOTES TO THE ACCOUNTS
1. Basis of Presentation
In the opinion of management, the information furnished herein reflects all
adjustments which are necessary for the fair presentation of the results for
the periods reported. Certain information and footnote disclosure normally
included in financial statements prepared in accordance with generally accepted
accounting principles has been omitted.
38
<PAGE>
(b) PRO FORMA FINANCIAL INFORMATION
UNAUDITED PRO FORMA BALANCE SHEET
The following unaudited pro forma balance sheet has been prepared by
combining the consolidated February 29, 1996 balance sheet of UniComp, Inc. and
the May 31, 1996 balance sheet of CEM Computers Limited ("CEM"). The
acquisition of CEM was accounted for as a purchase. The unaudited pro forma
balance sheet should be read in conjunction with the accompanying notes.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
The following unaudited pro forma statement of operations has been prepared
by combining the consolidated February 29, 1996 statement of operations of
UniComp, Inc. and the May 31, 1996 statement of operations of CEM. The
acquisition of CEM was accounted for as a purchase. The unaudited pro forma
statement of operations should be read in conjunction with the accompanying
notes.
NOTES TO THE UNAUDITED PRO FORMA BALANCE SHEET
ASSUMPTIONS
The unaudited pro forma presentation reflects the consolidation of the
historical information of UniComp, Inc. and CEM for the periods presented. The
financial information for CEM has been included as of its year ended May 31,
1996.
PRO FORMA ADJUSTMENT
No pro forma adjustments were made to the unaudited pro forma balance sheet
since the accounting policies of CEM prior to the acquisition were substantially
the same as that of the Company.
39
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
2/29/96 5/31/96 PRO FORMA
UNICOMP CEM CONSOLIDATED
000's 000's 000's
<S> <C> <C> <C>
Current assets:
Cash & Cash Equivalents 1,261 - 1,261
Accounts and other receivables:
Trade, net of allowance 4,722 8,510 13,232
Receivables from related party 404 11 415
Other receivables 206 - 206
Inventories 716 814 1,530
Prepaid expenses 852 223 1,075
Other 171 46 217
------ ------ ------
Total current assets 8,332 9,604 17,936
------ ------ ------
Property and equipment, net 2,402 1,007 3,409
------ ------ ------
Other assets:
Acquired and developed software, net of
accumulated amortization 4,803 - 4,803
Goodwill, net of accumulated amortization 694 - 694
Deferred tax asset 349 - 349
Other 92 - 92
------ ------ ------
Total other assets 5,938 - 5,938
------ ------ ------
Total assets 16,672 10,611 27,283
------ ------ ------
Current liabilities:
Accounts payable 2,128 7,141 9,269
Accrued expenses 1,196 226 1,422
Deferred revenues 1,663 693 2,356
Line of credit 1,079 197 1,276
Income taxes payable 148 185 333
Other accrued taxes 394 539 933
Current portion of notes payable 375 46 421
------ ------ ------
Total current liabilities 6,983 9,027 16,010
------ ------ ------
Long-term liabilities:
Notes payable 1,073 - 1,073
Convertible notes 1,980 - 1,980
Deferred income taxes 519 - 519
------ ------ ------
Total long-term liabilities 3,572 - 3,572
------ ------ ------
Total liabilities 10,555 9,027 19,582
------ ------ ------
Commitments and contingencies
Stockholders' equity
Preferred stock - - -
Common stock 52 3 55
Additional contributed capital 6,230 - 6,230
Retained earnings 476 1,580 2,056
------ ------ ------
Less treasury stock (461) - (461)
------ ------ ------
Cumulative translation adjustment (180) - (180)
------ ------ ------
Total stockholders' equity 6,117 1,584 7,701
------ ------ ------
Total liabilities and
stockholders equity 16,672 10,611 27,283
------ ------ ------
</TABLE>
40
<PAGE>
NOTES TO THE UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
ASSUMPTIONS
The unaudited pro forma presentation reflects the consolidation of the
historical information of UniComp, Inc. and CEM for the periods presented. The
financial information for CEM has been included as of its year ended May 31,
1996.
PRO FORMA ADJUSTMENT
No pro forma adjustments were made to the unaudited pro forma statement of
operations since the accounting policies of CEM prior to the acquisition were
substantially the same as that of the Company.
41
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
2/29/96 5/31/96 PRO FORMA
UNICOMP CEM CONSOLIDATED
000's 000's 000's
<S> <C> <C> <C>
Revenues:
Services 9,078 3,989 13,067
Software 7,697 - 7,697
Equipment 5,516 19,219 24,735
Sound Systems - - -
------ ------ ------
Total Revenue 22,291 23,208 45,499
------ ------ ------
Cost of Sales
Services 1,705 1,043 2,748
Software 1,980 - 1,980
Equipment 4,293 17,343 21,636
Sound Systems - - -
------ ------ ------
Total cost of sales 7,978 18,386 26,364
------ ------ ------
Gross Profit 14,313 4,822 19,135
------ ------ ------
Selling, general and administrative
expenses 11,048 3,989 15,037
Depreciation expense 710 276 986
------ ------ ------
Total operating expenses 11,758 4,264 16,022
------ ------ ------
Operating income 2,555 557 3,112
Other income (expense):
Other, net (42) - (42)
Interest, net (251) (62) (313)
------ ------ ------
Total other income (expense) (293) (62) (355)
Income before provision for income taxes 2,262 496 2,758
------ ------ ------
Provision for income taxes (203) (262) (465)
------ ------ ------
Net income $2,059 $234 $2,293
------ ------ ------
------ ------ ------
Earnings per share $0.40 $0.44
--------- ---------
Weighted average number of shares 5,188,092 5,188,092
</TABLE>
42
<PAGE>
(c) EXHIBITS
Exhibit No. Description
---------- -----------
Exhibit 2.1 Share Sale Agreement by and between the
Registrant and Eurodis Electron Plc dated
February 20, 1997 (Previously filed with
form 8-K filed on March 6, 1997)
43
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Marietta, State of Georgia, on the 5th day of May, 1997.
UNICOMP, INC.
By: /s/ STEPHEN A. HAFER
-------------------------------------------
Stephen A. Hafer
Chairman of the Board, President and Chief
Executive Officer
44
