Torp Computing Group ASA

More documents

Recommendations

Info

Translated into English for information purposes only Torp Computing Group ASA BALANCE SHEET AT 31.12. (Amounts in NOK 1000) Parent Group 2006 2005 EQUITY AND LIABILITIES Note 2006 2005 10 416 10 416 Share capital 14, 15 10 416 10 416 27 690 27 690 Share premium reserve 15 27 690 27 690 38 106 38 106 Total paid-in equity 38 106 38 106 914 2 675 Other equity 15 34 399 21 284 914 2 675 Total retained earnings 34 399 21 284 39 020 40 781 TOTAL EQUITY 72 505 59 390 93 0 Deferred tax 0 0 93 0 Total provisions 0 0 0 0 Other non-current liabilities 11 3 921 4 963 0 0 Total other non-current liabilities 3 921 4 963 0 0 Liabilities to financial institutions 11 154 571 68 690 362 478 Accounts payable 10 114 012 101 269 2 276 0 Income tax payable 4 9 809 7 511 727 0 Public duties payable 6 069 6 350 7 812 4 166 Dividends payable 15 7 812 4 166 1 342 194 Other current liabilities 10 836 10 799 12 519 4 838 Total current liabilities 303 109 198 785 12 612 4 838 TOTAL LIABILITIES 307 030 203 748 51 632 45 620 TOTAL EQUITY AND LIABILITIES 379 535 263 139 Sandefjord, March 13, 2007 Gunnar Bjønnes Severin Skaugen Chairman of the Board Member of the Board Svein Vier Simensen Bjørn Erik Tholfsen Member of the Board Member of the Board Ole Vinje Chief Executive Officer 190
Torp Computing Group ASA Accounting principles The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway. The company is listed on the OTC A-list. Consolidations principles Classification and valuation of balance sheet items Translated into English for information purposes only Notes to the accounts for 2006 The group includes the Parent company Torp Computing Group ASA and the subsidiaries Itegra AS, MPX.no AS (previous Web Distribusjon AS), Micro Parts Express Sweden AB, TCG Kapital AS and Torp Distribusjon AS. The consolidated accounts are prepared as if the Group was one entity. Transactions and intercompany balances in the group are eliminated. The consolidated accounts is performed using uniform principles, this means that subsidiaries are using the same accounting principles as the parent company. Purchased subsidiaries are booked in the group account based on the parent company acquisition costs. The acquisition cost is allocated on the identifiable assets and liabilities in the subsidiary. The assets and liabilities are booked as fair value on the time of the acquisition. Potential excess value or less value compared with identifiable assets and liabilities will be booked as goodwill. Excess value will be depreciated linearly according to the expected lifetime of the purchased assets. Subsidiaries Subsidiaries are valued using the acquisitions methods in the parent company. The investment is valued as cost of acquiring shares, providing they are not impaired. It has been performed write-down’s to fair value when the impairment is considered not to be temporary an considered necessary in accordance with generally accepted accounting principles. Write-down will be reversed when the impairment no longer is present. Dividend and other distributions (group contribution) are recognized revenue the same year it is purposed in the subsidiary. If the dividend exceeds the part of the detained results after the acquisition, the exceed part represent repayment on invested capital, and exceeding dividend will be redrawn from the investment in the balance. Revenue recognition Revenue from sales of goods is recognised at the time of delivery. The share of sales revenue associated with future service is recorded in the balance sheet as deferred sales revenue, and is recognized as revenue at the time of execution. Receivables are classified as current assets if they are expected to be realised within twelve months after the transaction date. Similar criteria apply to liabilities. This also includes inventory. All other assets and liabilities are classified as fixed assets and long-term liabilities. Current assets are valued at the lower of cost and fair value. Short term liabilities are reflected at nominal value. Fixed assets are carried at historical cost, but will be written down if recovered amount is lower than booked value. Recovered amount is the highest amount of net sales value and value in use. Long term liabilities are booked to the nominal value at the time of the engagement. Fixed assets Fixed assets are recognised in the balance sheet and depreciated over the estimated useful economic life. Maintenance costs are expensed as incurred as other operating expenses, whereas improvements and additions are added to the acquisitio cost and depreciated with the asset. Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. Finished goods and work in progress are valued at full absorption cost. Impairments charges are made if fair value less cost to sell is lower than the cost price. Trade and other receivables Trade and other receivables are recognised in the balance sheet at nominal value after deduction of provision for bad debts. The provision for bad debts is estimated on the basis of an individual assessment of each major receivable. In addition, for the remainder of the receivables, a general provision is made based on estimated expected losses. 191
Page 1 and 2:
INFORMATION MEMORANDUM in connectio
Page 3 and 4:
TABLE OF CONTENTS 3 INFORMATION MEM
Page 5 and 6:
5 INFORMATION MEMORANDUM Merger of
Page 7 and 8:
Page 9 and 10:
Page 11 and 12:
Page 13 and 14:
Page 15 and 16:
Page 17 and 18:
Page 19 and 20:
Page 21 and 22:
Page 23 and 24:
Lars Seeberg, Manager TCG 23 INFORM
Page 25 and 26:
Page 27 and 28:
Page 29 and 30:
Page 31 and 32:
Page 33 and 34:
Full year 2006 Figures in NOK milli
Page 35 and 36:
Page 37 and 38:
Page 39 and 40:
Page 41 and 42:
Page 43 and 44:
2004 Investments in the period amou
Page 45 and 46:
Page 47 and 48:
Page 49 and 50:
Page 51 and 52:
Page 53 and 54:
6.19.3 Balance Sheet Figures in NOK
Page 55 and 56:
Page 57 and 58:
Page 59 and 60:
Page 61 and 62:
Share capital per 01.01.2004 5 910
Page 63 and 64:
7 INFORMATION ABOUT TCG 63 INFORMAT
Page 65 and 66:
Page 67 and 68:
Page 69 and 70:
Figure: People having purchased pro
Page 71 and 72:
Page 73 and 74:
Page 75 and 76:
Page 77 and 78:
Page 79 and 80:
Appendix 1: Merger Plan with append
Page 81 and 82:
CONTENTS Page 1 BACKGROUND ........
Page 83 and 84:
MERGER PLAN This merger plan is ent
Page 85 and 86:
) The share capital in Komplett is
Page 87 and 88:
8 PROPOSALS FOR AMENDMENTS TO THE A
Page 89 and 90:
16 DISTRIBUTION TO SHAREHOLDERS Non
Page 91 and 92:
Appendices Appendix 1 Articles of A
Page 93 and 94:
Articles of Association for KOMPLET
Page 95 and 96:
Articles of Association for TORP CO
Page 97 and 98:
Articles of Association for KOMPLET
Page 100 and 101:
100
Page 102 and 103:
102
Page 104 and 105:
104
Page 106 and 107:
106
Page 108 and 109:
108
Page 110 and 111:
110
Page 112 and 113:
112
Page 114 and 115:
114
Page 116 and 117:
116
Page 118 and 119:
118
Page 120 and 121:
120
Page 122 and 123:
122
Page 124 and 125:
124
Page 126 and 127:
126
Page 128 and 129:
128
Page 130 and 131:
130
Page 132 and 133:
132
Page 134 and 135:
134
Page 136 and 137:
136
Page 138 and 139:
138
Page 140 and 141: 140
Page 142 and 143: 142
Page 144 and 145: 144
Page 146 and 147: 146
Page 148 and 149: 148
Page 150 and 151: 150
Page 152 and 153: 152
Page 154 and 155: 154
Page 156 and 157: 156
Page 158 and 159: 158
Page 160 and 161: 160
Page 162 and 163: 162
Page 164 and 165: 164
Page 166 and 167: 166
Page 168 and 169: 168
Page 170 and 171: 170
Page 172 and 173: 172
Page 174 and 175: 174
Page 176 and 177: 176
Page 178 and 179: 178
Page 180 and 181: 180
Page 182 and 183: 182
Page 184 and 185: The Board of Director’s Annual Re
Page 186 and 187: Financial risk The Group is exposed
Page 188 and 189: Translated into English for informa
Page 192 and 193: Torp Computing Group ASA Short-term
Page 194 and 195: Torp Computing Group ASA Auditor Th
Page 196 and 197: Torp Computing Group ASA Note 7 Sub
Page 198 and 199: Torp Computing Group ASA Note 14 Sh
Page 200 and 201: 200
Page 202 and 203: 202
Page 204 and 205: 204
Page 206 and 207: 206
Page 208 and 209: 208
Page 210 and 211: 210
Page 212 and 213: 212
Page 214 and 215: 214
Page 216 and 217: 216
Page 218 and 219: 218
Page 220 and 221: 220
Page 222 and 223: Appendix 6 Interim balance sheet fo
Page 224 and 225: Komplett ASA INTERIM BALANCE SHEET
Page 226 and 227: Appendix 7 Interim balance sheet fo
Page 228 and 229: Torp Computing Group ASA Equity and
Page 230 and 231: Appendix 8 Draft opening balance sh
Page 232 and 233: Komplett ASA Draft Opening balance
Page 234 and 235: 234
Page 236 and 237: REPORT OF THE BOARD OF DIRECTORS CO
Page 238 and 239: The exchange ratio for the Merger w
Page 240 and 241:
UNOFFICIAL TRANSLATION FROM NORWEGI
Page 242 and 243:
UNOFFICIAL TRANSLATION FROM NORWEGI
Page 244 and 245:
Appendix 3: Expert Statements on th
Page 246 and 247:
246
Page 248 and 249:
248
Page 250 and 251:
Appendix 5: Financial statements fo
Page 252 and 253:
Trend, active customers (number) 1Q
Page 254 and 255:
THE KOMPLETT GROUP JANUARY - MARCH
Page 256 and 257:
KOMPLETT REPORTS 45 PER CENT GROWTH
Page 258 and 259:
Business development/operations Kom
Page 260 and 261:
THE KOMPLETT GROUP, APRIL - JUNE 20
Page 262 and 263:
Appendix 6: Summary of Fairness Opi
Page 264 and 265:
28 August 2007 Strictly confidentia
Page 266 and 267:
Appendix 7: Summary of Fairness Opi
Page 268 and 269:
28 August 2007 consummated. TCG and
show all

Torp Computing Group ASA

Create successful ePaper yourself

Delete template?

Save as template?