Report & Accounts
for Northamber Plc
Year ended 30 June 2013
northamber
Contents
Summary of Last Five Years’ Trading
Chairman’s Statement
Business and Financial Review
Report of the Directors
Report to Shareholders by the Board on Directors’ Remuneration
Corporate Governance
Statement of Directors’ Responsibilities
Directors and Advisers
Report of the Independent Auditor
Statement of Comprehensive Income
Statements of Changes in Equity
Statements of Financial Position
Statements of Cash Flows
Notes to the Financial Statements
Notice of Meeting
3
5-6
7-10
11-15
16-18
19-24
25
26
27-28
29
30-31
32-33
34-35
36-53
54-55
33
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
SUMMARY OF LAST FIVE YEARS’ TRADING
----------------------Years ending 30 June------------------
2013
£’000
2011
£’000
2010
£’000
2012
£’000
2009
£’000
Revenue
(Loss)/Profit before tax
(Loss)/earnings per share
Net Assets per share
77,521
(1,047)
(3.49)p
81.0p
100,615
37
(0.01)p
85.7p
121,083
(106)
(0.34)p
86.5p
128,481
258
0.58p
88.5p
139,275
47
0.18p
89.4p
Dividends per share (net)
1.05p
1.3p
2.0p
1.6p
1.6p
4
CHAIRMAN’S STATEMENT
Results
To those members who have read my statements over recent years and those who follow press reports, it
will come as no surprise that the P.C. sector has seen repeated declines. In recent months independent
sources have reported the further and worst downturn that the industry has known, as vendor after
vendor who, despite falling prices, have reported substantially falling demand for their products.
Without dwelling or delving into the core causes, our foresight and focus over recent years was to move
away from “Empty Revenue”, a term I have repeatedly used in my reports to shareholders, as the cash
value of margins continued to fall, whilst growing our non P.C. hardware based revenues. However, we
were outpaced by the severity and speed of the latest downward twist in the spiral.
The direct effect of the unexpected acceleration in the downturn of demand, on stock turns, prices and
margins for P.C.s on the Group’s sales, resulted in revenues for the year ended 30 June 2013 falling by
23% from £100.6 million to £77.5 million.
Whilst we managed our gross margins to be near stable at 7.6% from last year’s 7.8%, responsive delays to
the revenue shift were unavoidable.
The reduction in turnover necessitated reduction in both staffing and overheads. We had to make costly
redundancies during the year, which will result in ongoing savings of some £800,000 and are the major
element in achieving more immediate reductions in our total overhead of approximately £850,000.
Otherwise, as commented above, some of the other overheads incurred in a business such as ours can only
move in step changes and take time to effect and reveal a benefit.
The necessary restructure of our cost base, product focus and staffing, had a considerable effect on our
resultant pre-tax result. Overall, there was a pre-tax loss of £1.05 million, compared with a profit of
£37,000 a year ago.
Whilst the sector predictions do not offer any forecast of an early upturn in P.C. sector profitability,
happily, management of our core financial strengths remain sound. Net cash of £6.13 million (2012: £4.3
million), with a depreciated and tangible net asset value of £22.8 million (2012: £24.1 million) and we
remain debt free, with net assets of 81p (2012: 85.7p) per share.
Balance Sheet
As the ultimate purpose of any business is in the finances, each year I stress the importance of retaining
both liquidity and a strong, debt free balance sheet. In the extremely challenging times being experienced,
this becomes ever more important. This past year we have reduced both our debtor days and our creditor
days to 34 and 26 respectively, compared with 40 and 31 days in our previous year. We were also able to
improve our liquidity ratio to 3.0 compared with 2.4 in the previous year.
The results of working capital management meant that we were able to produce a positive cash flow
for the year of £1.8 million (2012:£6.4 million outflow) and that after the £6.8 million purchase of our
warehouse’s freehold in May 2012.
Our cash holdings at the end of the year increased from £4.3 million at 30 June 2012 to £6.1 million at
30 June 2013.
Of our net assets, some 37% is represented by the net book value of our freehold properties and 27% by
cash. In total, our net assets per share were 81p at 30 June 2013 (2012: 85.7p).
5
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
It is noticeable that the highest price quoted for the shares during the year represented less than half
the net asset value per share, one of the factors that influenced our decision to move to AIM from the
Official list.
The move to AIM
The industry has changed since the company first became a plc 29 years ago and was then floated on the
Official List or main market. The main market has become far more appropriate for those much larger
companies which have a much wider range of shareholders and where potential need for funding is
paramount. For those reasons, as well as for the cost savings associated with the lower level of bureaucracy
involved in the junior market, the Directors considered it right that the Company change from the main
market to AIM. This became effective on 2 September 2013.
Dividend
Your Board has considered this long and hard, although ultimately the conclusion was that it would be
fair on shareholders to pass the dividend, even if that course of action was regarded as very prudent. The
Company remains cash generative and positive in its medium term forward view. Accordingly, the Board
is proposing a final dividend of 0.3p which together with the 0.3p interim would make 0.6p for the year.
Staff
As I have reported above, we had no option but to make redundancies during the year. This is always
an unhappy and distasteful process both for those we have to lose and for those who remain and miss
respected long term friends and associates. The need to do so was absolute and understood by the staff
who continue to work hard and with dedication to maintain the company. I was personally very sorry we
had to take those actions and am very grateful to the remaining staff for their efforts.
Outlook
The sector is in the throes of monumental changes and the future direction and product/software format
is extremely difficult to forecast. The true role of the distributor is one of a wholesaler enabling the
fulfilment of demand and wholly dependent on decisions made by prime vendors over which it has no
control. This is particularly true when it is the major vendors who are the primary innovators and drivers
of manufactured technologies, products and demand.
The company’s strategy is dependent on perceiving opportunities within the actions of major vendors and
whose actions are at present unclear. Therefore I am unable to give a clear view on the immediate way
forward for the company.
Our strength, as always lies in our liquidity and our balance sheet. We have a very tightly managed
operating model, hold a healthy cash balance of £6.1 million further supported by un-encumbered,
substantial and very well located freehold property assets.
Obviously, with the goodwill and dedication of our staff, the Directors are in a position to maximise
whatever opportunities arise and will continue to monitor both costs and all available marketing
opportunities.
D M Phillips
Chairman
4 October 2013
6
BUSINESS AND FINANCIAL REVIEW
The Business Model
The Group has, since its inception, been involved in the distribution of computer related products to the
non domestic market. Initially this was predominantly printers but has been extended over the years to
include not only computers themselves but also a wide range of peripheral and ancillary related products.
The Group has a two pronged approach in driving the business, being both demand driven and supply
driven. The demand drivers are the requirements of our customers where we strive to provide a wide range
of products and get them to the customer in the quickest possible time and at acceptable prices. The
supply drivers are the requirements of our suppliers – the vendors. Vendors in the main are one of two
types, there is the major brand type of supplier who is looking for us to increase its turnover, to physically
get them to the customer and bear the risk of the customer defaulting. The second type of supplier differs
only in that they tend to be the smaller producers, who often develop new or innovative products and are
looking for a method of reaching an established wide ranging customer base which is beyond their own
resources.
Our business model is to satisfy all those wants by providing a marketing and selling operation to
optimise the penetration of the products to the customers and a distribution facility which includes
warehousing and bulk breaking using sophisticated systems and procedures to achieve a first class delivery
service.
Operating Review
An explanation of the business model of the group has been set out above. During the year under review
that model did not change. As has been stated previously, the market for the type of products which we
sell and distribute is and has been exceedingly difficult for a number of years. Although we sell to the
corporate world, those products do in part filter through to the domestic market as well. Thus the total
demand is affected both by the corporate market retrenching and reducing the level of replacement of
IT equipment and by the domestic market being more cautious in its spending patterns. This trend of
deferring replacement is exacerbated by the fact that although IT products are becoming ever faster, with
greater capacity and more advanced, such advantages are often seen by the end user as not being so great
that there is an urgency to replace what is working quite adequately. Another factor affecting the industry
is the applications becoming ever more available on the “smart” electronic devices which are encroaching
on the traditional computer market and reducing the demand for the smaller types of computer
equipment.
The impact of the “smart” tablets and phones has been even more dramatic in recent periods than
hitherto. The effect on the major vendors of the downturn in the demand for servers, desktop and laptop
computers has been well publicised. This of course directly affects the distribution chain and the impact
on our particular business can be seen from the results for the last year.
As a result of the factors noted above, revenue for the year fell by £23 million (23%) compared with the
previous year.
The pressure on margins continues to be an ever present factor, a fact exacerbated this last year by a
reduction in the support provided by some vendors so that despite our often stated policy of seeking the
higher margin type products our gross margins for the year fell a little compared with the previous year.
Gross margins were 7.61% for the year compared with 7.76% for the previous year.
Administrative expenses and distribution costs in total decreased by £853,000 compared with the
previous year, mainly as a result of reductions in the staff costs of £811,000 (7.3%) in the year.
At the operating level the result was that there was a loss in the year of £1,155,000 compared with an
operating loss in the previous year of £97,000.
7
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
BUSINESS AND FINANCIAL REVIEW (Continued)
Financial Review
Overall there was a positive cash flow during the year despite the reduced level of turnover and
gross profit.
With the disappointing results it became even more imperative to exercise strict controls over the
working capital, even though this has always been a high priority in the management of the company. We
were able to reduce debtor days from 40 last year to 34 for the current year under review and at the same
time reduce creditor days from 31 last year to 26 this year. The net impact after taking working capital
into account was to achieve a positive cash flow at the operational level in excess of £2 million.
As a result of the above we were able to improve our liquidity ratios from 2.4 to 3.0 for Net Current
Assets.
Interest received at £108,000 compared with £134,000 for the previous year included interest payment
from HM Customs and Excise to partly compensate for the withholding of a substantial level of VAT
refund over an extended period.
The dividend we paid out during the year was £71,000 less than for the previous year.
The net result of this cash management was that we were able to increase our cash balance to £6.1 million
at 30 June 2013 compared with £4.3 million at the end of last year whilst remaining debt free.
Some 38% of the Net Assets comprise freehold properties, 27% cash and the balance working capital. The
Net Assets were 81p per share which represented more than twice the highest share price in the year.
Financial Risk Management
The group uses various financial instruments, including cash, equity, trade receivables and trade payables
in the course of its operations.
The use of these instruments gives rise to risks associated with exchange rate risk, liquidity risk, interest
rate risk and credit risk. The directors review and agree policies to deal with each of these risks as
summarised below.
Exchange rate risk
The group purchases some of its products in foreign currency. Where required for supplier payments,
foreign currency purchases are subject to close management supervision. The directors are informed
regularly of the potential impact of exchange rate movements on the business and act to mitigate any
adverse movement wherever possible. It is the group’s policy not to speculate in derivative financial
instruments in either sterling or foreign currencies, nor to hedge translation or currency exposures.
Liquidity risk
The group seeks to manage financial risk of liquidity by ensuring it has sufficient cash resources available
to meet foreseeable needs at all times through cash flow forecasting.
Interest rate risk
The group’s exposure to interest rate risk is principally with its cash asset. This risk has been reduced, as
discussed above, following the purchase of the freehold property.
It is the policy of the Group not to have long term loans or other financial instruments except in
particular circumstances and when specifically approved by the board. There have been no changes in the
role of financial instruments during the year.
8
BUSINESS AND FINANCIAL REVIEW (Continued)
Credit risk
The group and company’s principal financial assets are cash and trade receivables. The credit risk
associated with cash is reduced through deposits being split across a number of banks. The credit risk
arising from the group and company’s trade receivables is reduced through prescribing credit limits for
customers based on a combination of payment history and third party credit references. Credit limits are
reviewed on a regular basis in conjuction with debt ageing and collection history.
Other Principal Risks and Uncertainties
Other than the risks stated above and the marketing risk, which is addressed below, in the opinion of the
directors, the principal operating risks are as stated in the section on Internal Control on page 23. The
risks and uncertainties associated with the business model are set out below.
The model depends in part on working closely with the brand names in the industry as it is often the
products from these vendors which form the core of the business, and in part on the development of
new vendors particularly for the innovative products which are integral to the IT industry. Co-operation
with vendors is therefore key and this risk of attrition is addressed by a combination of mutual co-
operation with vendors on the range of products being offered, the pricing of those products and the
marketing of those products. The company’s continual search for new and improved products, particularly
in peripherals, from new vendors also improves the range of products we can offer and thereby attract
more customers to ourselves which enhances our attraction to the vendors and reduces the risk of loss of
vendors.
The existence of the group’s facilities such as the warehouse, the sales staff, the control systems and not
least the financial soundness of the company means that we can offer a distribution facility which is
quick and efficient, an attraction to both vendors and customers. The principal risks involved in these
requirements are that the warehouse could be destroyed or made inoperable – the cost of such eventuality
is of course covered by insurance, including loss of profits cover, but the operation is such that alternative
accommodation could quickly be brought into action, or alternatively – a warehousing function could be
subcontracted at very short notice. Although such an event would have costs attached and would cause
some disruption in the business, it would be far from catastrophic.
All systems within the group, including the control systems, are backed up securely on a daily basis, thus
limiting the risk to one day’s operations. The financial soundness of the company is a matter which is
constantly in the minds of the senior staff and directors of the company. Systems are in place to ensure
that any deviation from the norm is immediately brought to the attention of staff and directors. These
systems have a proven history as shown in the strength of the balance sheet. Not only has the company
sufficient working capital to enable it to meet its requirements, but it believes that it has an untapped
resource in borrowing on its substantial assets should it require to do so.
9
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
BUSINESS AND FINANCIAL REVIEW (Continued)
Market Risk
The group is subject to both general market conditions and particularly to those affecting its own
particular industry. The company is a distributor of other businesses’ products and is therefore dependent
on the suppliers of such products to continue to provide products which are required by the customers
of the company, at prices which are acceptable to those customers. This is managed within the company
by being alert to all the movements in the market place relating to both products and suppliers and to
negotiating with existing and prospective suppliers for the supply of goods on the best possible terms to
enable the company to trade effectively.
As noted above in the Operational Review, the impact of the smart electronic equipment such as tablets
and phones has had major repercussions in the industry and it is not yet known how the sector will
respond to the change.
Where products are bought in foreign currency, the company manages the risk inherent in such
currencies by continuously updating its rates of conversion in calculating its costs to ensure prices remain
competitive and in order to minimise the currency conversion risk.
The Company recognises the importance of providing additional services to its customers in relation to
next day deliveries, credit limits, handling queries efficiently and by maintaining a strong relationship
with the customer and in this way aims to resist the competitive pressures in the sector.
J.P. Henry
Operations Director
4 October 2013
10
REPORT OF THE DIRECTORS
The directors have pleasure in presenting their report and the accounts for the year ended 30 June 2013.
The financial statements include the individual entity Northamber Plc and its wholly owned subsidiary
Anitass Limited. Anitass Limited owns the freehold of the premises at Weybridge which is the group’s
distribution centre. The other subsidiaries of Northamber Plc are dormant and not material to the
financial statements for the year to 30 June 2013.
Principal Activities
The group’s principal activities are those of specialist supply of computer hardware, computer printers and
peripheral products, computer telephony products and other electronic transmission equipment.
Review of Business
The Chairman, in his statement on pages 5 to 6, and the Business and Financial Review on pages 7 to 10
sets out a review of the business. These statements are incorporated into this report by reference to them.
The consolidated statement of comprehensive income for the financial year is set out on page 29.
Although the results for the year were unsatisfactory, given the circumstances and conditions referred
to earlier in this Annual Report, they were acceptable. Further steps are being taken to minimse current
losses and to return the group to profitability.
The creditor days were significantly reduced to 26 days (2012: 31) and similarly the debtor days also
significantly reduced to 34 days (2012: 40 days).
Stock turn for the year was 10.6 times (2012: 13.8), this decrease was due in part to the stock policy of
Vendors.
Financial Risks
The group uses various financial instruments including cash, equity and various items such as trade
receivables and trade payables that arise directly from its operations. The existence of these instruments
exposed the group to a number of financial risks, the main ones being exchange rate risk, liquidity risk,
interest rate risk and credit risk. The directors review and agree policies for managing each of these risks
and these are summarised in the Business and Financial review.
Corporate Governance
The Corporate Governance Report on pages 18 to 23 forms part of the Directors’ Report and is
incorporated into this report by reference.
Dividends
The following dividends were paid in the year ended 30 June 2013
Ordinary dividends
Previous year’s final dividend paid
Interim paid
2013
£’000
2012
£’000
212
84
296
283
84
367
The final proposed dividend of 0.3p (2012: 0.75p) will be paid on 17 January 2014 to all members on the
register at the close of business on 6 December 2013.
11
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
REPORT OF THE DIRECTORS (Continued)
Directors
The current directors of the company are listed on page 25. There has been no change in the directors
during the year.
Share Capital
At 30 June 2013 the company had 28,158,735 ordinary shares of 1p each issued. The shares have no
special rights and there is no restriction on their voting rights.
The company repurchased no ordinary shares of 1p each in the year.
Substantial Shareholdings
The following shareholders held disclosable interests, as defined by SI 2008/410 Sch 7 Para 13, at 18
September 2013 as detailed below:
D.M. Phillips
BNY(OCS) Nominees Limited
Goodbody Nominees Ltd
Quiros Limited
Purchase of Own Shares
Ordinary Shares of 1p each
61.47%
11.24%
3.57%
3.32%
At the end of the year, the directors had authority, under the shareholders’ resolutions of 17 November
2012 to purchase through the market 2,815,874 of the company’s ordinary shares at prices ranging
between 1p and 105% of the average middle market quotations for those shares as derived from the Daily
Official List of the London Stock Exchange on the ten dealing days immediately preceding the day on
which the shares are contracted to be purchased. This authority expires on 6 December 2013, the date of
the next Annual General Meeting.
Auditors
A resolution to appoint Grant Thornton UK LLP as the group’s auditors will be proposed at the
forthcoming Annual General Meeting.
During the year ended 30 June 2013 the Board and Audit Committee approved an extension to the
engagement term of the Senior Statutory Auditor responsible for the audit opinion in relation to
Northamber Plc. The term was extended from 6 to 7 years to ensure continued audit quality given
the appointment of a new Audit Committee Chairman and changes in key management. The Audit
Committee is satisfied that this extension does not in any way prejudice the objectivity and independence
of the auditor.
Creditors’ Payment Policy
The group’s payment policy is to:
(i) determine terms of payment with suppliers when agreeing the terms of transactions;
(ii) ensure that suppliers are made aware of the terms of payment; and
(iii) pay in accordance with its contractual and other legal obligations.
12
The payment policy applies to all payments to creditors for revenue and capital supplies of goods and
services.
Creditor days at 30 June 2013 were 26, (2012: 31). It is the company’s policy to take full advantage of
settlement discounts offered by suppliers.
REPORT OF THE DIRECTORS (Continued)
Social and Community Policy
The group has a policy of being socially responsible. To this end it treats all its stakeholders and its
neighbours in a fair and reasonable manner in that all its actions are designed to optimise the benefits and
minimise any aggravation to its employees, suppliers and customers as well as those in the community
generally. Operations are conducted in a businesslike manner and any nuisance which could possibly arise
from such operations are pre-considered and minimised. Such matters as bulk deliveries are scheduled
to reduce to a minimum any local congestion and car parking is provided to staff to avoid any on street
parking causing any offence.
Environmental Policy
The main matters arising from the company’s operations on the environment, apart from the matters
stated above relating to traffic, are packaging and waste. Due to the type of operation carried out by
the company, i.e. the distribution of computer related products to other than end users, the need for
packaging is crucial to the state and quality of the products eventually received by the end user (the
consumer). Although excess packaging is discouraged, the company is largely in the hands of its suppliers
regarding the packaging actually involved in selling products. Any surplus packaging which remains with
the company is disposed of in an environmentally considered manner. The company attempts wherever
possible to enforce, as one of its terms of trade with its suppliers, the undertaking to dispose of waste and
returned products in accordance with the regulations. Any waste produced by the company is similarly
disposed of.
Amendment of Articles of Association
Unless expressly specified to the contrary in the Articles, the Articles may be amended by a special
resolution of the company’s shareholders.
Appointment and replacement of directors
Unless otherwise determined by the company in general meeting, the directors shall not be fewer than
two nor more than ten.
A director does not require any share holding in the company as qualification shares and there is no
restriction on the age of a director.
A director may be appointed by the company by ordinary resolution, or by the board. A director
appointed by the board holds office only up to the date of the next annual general meeting and is then
eligible for reappointment. The board or any committee authorised by the board may from time to time
appoint one or more directors to hold any employment or executive office for such period and on such
terms as they may determine and may also revoke or terminate such appointment.
At every annual general meeting of the company whoever has been appointed by the board since the last
annual general meeting retires from office but is eligible for reappointment. One third of the directors
retire by rotation at each annual general meeting but are eligible for reappointment. Any non executive
director who has been a director of the company for nine years or more, retires each year but is eligible for
reappointment.
Power of the directors
Subject to the company’s Memorandum of Association, the Articles and any directions given by the
company by special resolution, the business of the company will be managed by the board who may
exercise all the powers of the company, whether relating to the management of the business or not. In
particular the board may exercise all the powers of the company to borrow money, to mortgage or charge
any of its undertaking, property or assets (present and future) and uncalled capital and to issue debentures
and other securities and to give security for any debt, liability or obligation of the company or of a third
party.
13
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
REPORT OF THE DIRECTORS (Continued)
Contractual Relationships
By the nature of its business, the company has contractual relationships with virtually all of its suppliers.
Such contracts are entered into and terminated on a regular basis with new suppliers being taken on
and with some being terminated either by mutual consent or if, in the opinion of the company, they are
no longer viable. Because product development continues to change dramatically over a relatively short
period of time, such change is not only inevitable, it is also highly desirable to ensure that the company
continues to be able to meet the demands of its customers.
Similarly there are written contracts with all of the company’s customers so that they are fully aware
of our terms of trade and to safeguard as far as possible against any losses arising from trading with
them. During the year to 30 June 2013 there were no significant changes in either the terms of trade
encompassed within these contracts nor any significant change in the range and size of our customers.
There are no contractual arrangements which are considered essential to the business of the group.
Employees
Every effort is made to keep staff as fully informed as possible about the operations and progress of the
company. This is achieved through regular communication from the Operations Director to all staff and
from the CEO to the Operational Management team meetings.
The group encourages its staff to pursue career development and to that end has made available resources
for training courses including video and computer training aids.
Applications received from disabled persons are given full and equal consideration but are small
in number as our type of business does not seem to attract such applicants. The company fulfils its
obligations towards employees who are disabled or who become so whilst in the employment of the
company.
KEY PERFORMANCE INDICATORS (KPIs)
The group has an extensive management reporting system and uses a wide variety of information in its
everyday management of the business, including both those of a financial and non financial nature. This
information is tailored to the various aspects of the business with individual managers being responsible
for variances in movements within their particular sphere of operations to the executive management of
the company. The majority of this information is highly sensitive and it is considered by the directors that
it would be commercially disadvantageous to the company to identify the information used in a public
document such as this Annual Report. Non financial information used by the business is not considered
to constitute a KPI as it is not information by which the development, performance or position of the
company’s business can be measured effectively.
Some of the broader KPIs which are used and which have been reported elsewhere in our Annual
Reports are the following:-
Ratio
Revenue
Gross Profit
Stock Turn
Debtor days
Creditor days
Net Assets per share
Format
£m
%
Times
Days
Days
Pence
2012-13
77.5
7.60
10.6
34
26
81.0
2011-12
100.6
7.76
13.8
40
31
85.7
14
The Revenue and Gross Profit are discussed in the Operating Review.
Stock Turn and Creditor days are discussed in the Review of Business in the Directors Report.
Debtor days have decreased due to the change of mix in customers with varying credit terms.
Net Assets per share have fallen due to dividend payments and the loss reported for the period.
REPORT OF THE DIRECTORS (Continued)
Donations
During the year the group made no charitable donations (2012: £750). No political donations were made
in the year (2012: £Nil).
By order of the Board
S. Yoganathan ACMA
Company Secretary
4 October 2013
15
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
REPORT TO SHAREHOLDERS BY THE BOARD ON DIRECTORS’
REMUNERATION
Introduction
This report has been prepared in accordance with section 420 of the Companies Act 2006, SI2008/410
and the UK Corporate Governance Code 2010 relating to directors’ remuneration (the “Regulations”).
This report has been approved by the board and, as required by the regulations, a resolution to approve
the report will be proposed at the Annual General Meeting of the company at which the financial
statements will be approved.
The Regulations require the auditors to report to the company’s shareholders on certain parts of the
Directors’ Remuneration Report and to state whether in their opinion these parts of the report have been
properly prepared in accordance with the Companies Act 2006. The report has therefore been divided
into separate sections for audited and unaudited information.
Unaudited information
Remuneration Committee
The Remuneration Committee comprised the non-executive directors Mr R.F. Heath and Mr A.G.K.
Hamilton, with Mr R.F. Heath the chairman of the committee. This committee meets at least once a year
and decides the remuneration policy that applies to executive directors.
In setting the policy it considers a number of factors including:
a)
b)
c)
the basic salaries and benefits available to executive directors of comparable companies;
the need to attract and retain directors of an appropriate calibre and experience; and
the need to ensure executive directors’ commitment to the continued success of the company by
means of incentive schemes.
The group’s remuneration policy for executive directors is to:
a) have regard to the directors’ experience and the nature and complexity of their work in order to pay a
b)
c)
competitive salary that attracts and retains management of the highest quality;
link individual remuneration packages to the company’s performance through target-related bonuses
which are not considered to be excessive in terms of salary;
provide employment-related benefits including the provision of a company car, life assurance,
insurance relating to the directors’ duties and medical insurance.
The final determination of an individual director’s remuneration is taken by the board as a whole but with
no director participating in the discussions, nor voting on his own remuneration package.
The non-executive directors each receive a fee for their services which is agreed by the Board following
recommendation by the chairman. The non-executive directors do not receive any pension or other
benefits from the company, nor do they participate in any of the bonus or incentive schemes.
When reviewing or amending remuneration arrangements the committee considers any impact on the
cost to the company, employee behaviour, stakeholders (including shareholders, governance bodies and
employees) best practice, corporate governance and market competitiveness.
Salaries and benefits
The Remuneration Committee meets at least once a year in order to consider and set the remuneration
packages for executive directors . The remuneration packages are benchmarked to ensure comparability
with companies of a similar size and complexity. The bonuses have regard to personal performance
measured against pre-stated objectives and profitability of the company.
16
REPORT TO SHAREHOLDERS BY THE BOARD ON DIRECTORS’
REMUNERATION
Share options
There are no share option schemes in force in the group or company.
Contracts of service
The two executive directors, D.M. Phillips and J.P. Henry, have service contracts. Mr Phillip’s contract
was renewed and carried forward with effect from 1 June 2013. Mr Henry’s contract as a director,
commenced on 20 February 2012. Both contracts are one year rolling contracts and contain no specific
provisions in relation to any termination payments over and above the notice periods as stated below.
D.M. Phillips - Notice period – six months.
J.P. Henry – Notice period – six months.
The non-executive directors do not have service contracts with the company. The terms of their
appointment are reviewed by the board every two years and are available for inspection on request. Non
executive directors who have been in service for more than nine years are subject to annual election.
Performance graph
The following graph shows the company’s performance compared with the FTSE all share index
measured by total shareholder return (“TSR”). The all share index has been selected for this comparison
as it is the index within which Northamber and other comparable UK quoted companies are classified.
TSR is calculated as the growth or fall in value of a shareholding from the date of initial investments over
time, with the assumption that dividends are reinvested to purchase additional shares in the company. The
source of the data is Datastream and the figures were provided by Charles Stanley & Co Limited, the
company’s brokers.
FTSE All Share Index
Northamber Plc
17
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
REPORT TO SHAREHOLDERS BY THE BOARD ON DIRECTORS’
REMUNERATION
Audited information
Directors’ detailed emoluments
Details of directors’ emoluments are as follows:
Executive
D.M. Phillips
H.W. Matthews
(to February 2012)
J. P. Henry
(from February 2012)
Non-Executive
R.F. Heath
A.G.K. Hamilton
Salaries
and Fees
2013 2012
`£’000 £’000
Benefits
2013 2012
£’000 £’000
Pension
2013 2012
£’000 £’000
Total
2013 2012
£’000 £’000
15
-
15
60
26
12
- 12
-
-
74
30
4
2
10
15
15
15
15
-
-
-
-
-
-
119
135
30
26
10
-
-
3
-
-
3
41
-
88
15
15
27
72
35
15
15
159
164
For the year ended 30 June 2013, Mr D.M. Phillips has waived £165,000 of his salary, (2012: £165,000).
Directors’ interests (not subject to audit)
Interests in shares
Directors in office at 30 June 2013 had the following beneficial interests in the shares of the company:
Ordinary Shares of 1p each
D.M. Phillips
R.F. Heath
A.G.K. Hamilton
J.P. Henry
30 June 2013
17,308,295
5,000
-
-
30 June 2012
17,308,295
5,000
-
-
Between 30 June 2013 and 18 September 2013 there have been no changes in the interests of the above
named directors in the shares of the company.
The market price of the company’s shares at 18 September 2013 was 31.50p. The range of market prices
during the year was 28.5p to 38p.
S.Yoganathan ACMA
By order of the Board
4 October 2013
18
CORPORATE GOVERNANCE
The Corporate Governance Report forms part of the Directors’ Report included here on pages 11 to 15.
On 2 September 2013, the Group moved to the AIM market of the London Stock Exchange. The Group
is committed to high standards of corporate governance in all its activities. The Board is accountable to
the Group’s shareholders for good corporate governance. Although the Group is not required under AIM
rules to comply with the UK Corporate Governance Code of June 2010 (the Code), the Board recognises
the value of the Code and has regard to its requirements as far as is practicable and appropriate for
a public company of its size and nature. This statement describes how the principles of corporate
governance are applied to the Group.
CORPORATE GOVERNANCE POLICY
The group’s policy on Corporate Governance is published on the group’s web site which is
www.northamber.com.
DIRECTORS
Board of Directors
The group is led and controlled through the Board of Directors, which during the year comprised two
executive and two non-executive directors. Biographical details of each director in office during the year
appear on page 26.
All directors have access to the advice and services of the company secretary and the board has
established a procedure whereby any director may seek independent professional advice in the furtherance
of his duties at the company’s expense. All directors are able to allocate sufficient time to the company to
discharge their responsibilities.
As required by the company’s articles of association, directors offer themselves for re-election at least once
every three years.
Non-executive Directors
The board considers that the non-executive directors were independent throughout the year. The non-
executive directors actively contribute to the functioning of the board and bring a range of views and
experience from different fields.
As part of their role, the non executive directors constructively challenge and develop proposals on
strategy. The non executive directors scrutinise the performance of management in meeting agreed
goals and objectives and monitor the reporting of performance. They satisfy themselves on the integrity
of financial information and that financial controls and systems of risk management are robust and
defensible. They determine appropriate levels of remuneration of executive directors and have a prime role
in appointing and, where necessary, removing executive directors, and in succession planning.
The senior independent non executive director, as included in the biographical details on page 26, is
available to shareholders if they have concerns which contact through the normal channels of chairman
or other executive directors has failed to resolve or for which such contact is inappropriate.
19
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
CORPORATE GOVERNANCE (Continued)
Main board responsibilities
The board meets formally at regular intervals during the year. Meetings are chaired by the executive
chairman. The board is responsible for the overall direction and strategy of the group to secure optimum
performance. The board has specified those areas of operations in the group which are specifically in its
domain and may not be delegated; these matters include:-
•
•
•
•
•
•
•
determination of the group’s objectives and strategy
all financial information which is published, including the interim results and management
statements and the annual report and all other corporate communications
decisions and recommendations on dividends
changes in the group’s business, its capital and corporate structure or its risk profile
changes in the scope or operation of the group’s internal control structure
all board changes or changes in the company secretary
the remuneration policy of the senior executives
All board members receive weekly summary financial information and monthly management accounts.
All financial information which is to be published is also circulated for discussion and approval prior
to publication. Information on other matters, as required, is also circulated by the company secretary.
Any board member may request the company secretary to report on any specific matter and prepare
information for discussion at the board meetings.
The board of the company comprises only four members and whilst formal board meetings are held at
regular intervals, many of the matters are also discussed informally throughout the year. The operations
director normally chairs the operations committee of the company which holds weekly meetings. It is at
these meetings that the decisions of the board are communicated to the senior management who also sit
on the operations committee. It is also this forum which reports back, through the operations director
to the board, on the implementation of the decisions of the board. The operations committee also raises
matters which they consider should be communicated to the board on any aspect of the business which
comes within the matters reserved for the board.
Directors attendance
The following table shows the attendance of directors at the board and committee meetings held in the
last year.
Board
Audit
Meetings Committee Committee
Remuneration
No of meetings:
David Michael Phillips
John Phelim Henry
Reginald Frank Heath
Alexander Gordon Kelso Hamilton
4
2
4
4
N/A
N/A
4
4
N/A
N/A
1
1
Board Committees
During the year the Audit Committee comprised two non executive directors.
Non executive directors – during the year to 30 June 2013, the non executive directors comprised
Mr R.F. Heath and Mr A.G.K. Hamilton.
20
CORPORATE GOVERNANCE (Continued)
Audit Committee
The Audit Committee, currently chaired by Mr A.G.K. Hamilton, comprised the two non-executive
directors, both of whom are considered by the board to be independent and to have sufficient recent and
relevant financial experience to discharge the committee’s duties. The company secretary, who is also the
chief financial officer of the company, acts as secretary to the committee.
The board considers that the members of the audit committee have the required understanding of:-
•
•
the principles of, content of and developments in financial reporting, including the applicable
accounting standards and statements of recommended practice
key aspects of the company’s operations, including corporate policies, financing and systems of
internal control
• matters that could influence or distort the presentation of accounts and key information
•
the role of external auditors
The primary function of the audit committee is to enable the board to monitor the integrity of the
company’s financial reports and manage the board’s relationship with the external auditors. Its other
functions include the review and monitoring of:-
•
•
•
•
the financial reporting process
the annual audit
the effectiveness of the company’s internal controls and risk management
the independence of the external auditors
The audit committee reports to the board its findings identifying any matters which it considers requires
that action or improvement is required and makes recommendations on the steps to be taken.
The committee’s terms of reference include all relevant matters required by the Disclosure and
Transparency Rules and the relevant code provisions. The terms of reference of the audit committee have
been reviewed and are available on request by writing to the company secretary at the registered address.
Overview of the actions taken by the audit committee to discharge its duties
During the year the audit committee:-
•
•
•
•
•
•
reviewed the June 2013 annual report and financial statements and the December half yearly financial
report. As part of the review the committee received a report from the external auditors on their audit
of the annual report and financial statements
reviewed the effectiveness of the company’s internal controls
reviewed and agreed the scope of the audit work to be undertaken by the external auditors
agreed the fees to be paid to the external auditors for their audit of the 2013 report and financial
statements
reviewed the whistle blowing procedures in place to enable staff to raise concerns in confidence about
possible wrongdoing
considered the requirement for an internal audit function in the company and decided to recommend
to the board that such a function was not necessary at this stage
•
recommended that the board reappoint the external auditors
21
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
CORPORATE GOVERNANCE (Continued)
External audit
The engagement and independence of external auditors is considered annually by the Audit Committee
before it recommends its selection to the board.
The Audit Committee concluded that it was in the best interests of the Group for the external auditors to
provide a number of non-audit services during the year due to their experience, expertise and knowledge
of the Group’s operations.
Auditor objectivity and independence was achieved by ensuring that personnel involved in the non-
audit work were not involved in the audit, and by ensuring that management took responsibility for all
decisions made.
The fees paid to the Auditors in the year are disclosed in Note 4 to the Group financial statements.
Grant Thornton also follow its own ethical guidelines and continually reviews its audit team to ensure it
independence is not compromised.
Remuneration Committee
At the year end the Remuneration Committee comprised both non-executive directors and was chaired
by Mr R.F. Heath. The company secretary acts as secretary to the committee. The committee meets at
least once a year and is responsible for setting the remuneration policy and annual salaries that apply to
executive directors.
Operations Committee
The Operations Committee comprises the executive directors and certain senior business managers. It
meets weekly, and deals with the operatiaonal matters of the company other than those dealt with by the
Remuneration and Audit Committees or by the full board.
Board Effectiveness
The role of the board is to ensure that the company is managed to optimise the benefits to its
stakeholders including shareholders, staff, customers, suppliers and the community at large. To achieve
this objective the board reserves to itself certain matters such as the formulation of strategy, the
assessment of risk, and the setting of internal control systems. Certain areas of responsibility of the board
are dealt with by committees of the board such as the audit committee and the remuneration committee
reporting back to the main board. The implementation of the decisions of the main board are delegated
to the senior management of the company through the Operations Committee chaired by the operations
director.
During the year the board reviewed each aspect of its role to ensure that it was fulfilling its role effectively
and that each director was individually making a full and effective contribution to the process. This was
carried out by the chairman reviewing the individual and collective contribution of the board members
against objectives and by the audit committee reviewing the performance of the chairman.
The result of that review was that, having reviewed each director’s contribution and the requirements
of the company as a whole, each director was effective and that the composition of the board was
appropriate and more than adequate for the time being.
22
CORPORATE GOVERNANCE (Continued)
GOING CONCERN BASIS
The group’s activities together with the factors likely to affect its future development, performance and
position are set out in the Business and Financial Review and the Directors' Report on pages 7 to 15.
The financial position of the group, its cash flow and its liquidity position are described in the Chairman’s
Statement on pages 5 to 6. In addition, the Business Review also includes the group’s objectives, policies
and processes for managing its capital; its financial risk management objectives; and its exposure to credit
risk and liquidity risk.
The group has considerable financial resources and established market profile and relationships with a
number of suppliers and customers. As a consequence, the directors believe that the company is well
placed to manage its business risks appropriately despite the current economic outlook.
After making enquiries, the directors have formed a judgement, at the time of approving the financial
statements, that there is a reasonable expectation that the company has adequate resources to continue in
operational existence for the foreseeable future. For this reason the directors continue to adopt the going
concern basis in preparing the financial statements.
RELATIONS WITH SHAREHOLDERS
The Directors are available to meet with the group’s institutional shareholders throughout the year
at request.
Notice of the Annual General Meeting (AGM) is circulated to all shareholders at least 21 days prior to
the meeting. Directors attend the AGM and will be available to answer shareholders’ questions.
ACCOUNTABILITY AND AUDIT
Financial Reporting
The board believes that its Annual Reports and financial statements represent a balanced and
understandable assessment of the company’s position and prospects whilst also complying with the legal
and regulatory requirements for financial reporting relevant to the company.
Internal Control
The board of directors has overall responsibility for the group’s systems of internal control and for
monitoring their effectiveness.
The board maintains full control and direction over appropriate strategic, financial, organisational
and compliance issues and has put in place an organisational structure with formally defined lines
of responsibilities and delegation of authority. There are established procedures for planning, capital
expenditure, information and reporting systems and for monitoring the company’s business and its
performance. The board has delegated to executive management the implementation of the systems of
internal control within an established framework that applies within the company.
The group’s control systems address key business and financial risks. The board considers the greatest
risks to be related to the realisable value of current assets, principally inventories and trade receivables.
Particular attention is paid to all matters relating to purchasing, inventories, revenues, trade receivables,
cash, capital expenditure and foreign exchange. Comprehensive documented procedures are used and are
available to all staff via the extensive computer system.
A system of control is designed to manage rather than eliminate the risk of failure to achieve business
objectives, and can only provide reasonable and not absolute assurance against material misstatement or
loss. As and when areas of improvement are brought to the attention of the board and management steps
are taken to further embed internal control and risk management into the operations of the business.
23
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
CORPORATE GOVERNANCE (Continued)
The group financial statements are prepared by management and are subject to review by the directors to
ensure that they are in agreement with the accounting records. The financial reporting process is non-
complex due to the size of the group.
The board has considered the need for internal audit but has decided that because of the size of the group
it cannot be justified at present.
A review of internal control was undertaken by the board in June 2013. The conclusion of this review was
that the systems and operations of the internal controls including financial, operational and compliance
controls remained effective and appropriate to the operations of the company.
Other matters
The Directors have published the company’s Corporate Governance policies which the directors consider
are relevant to the company on the company’s website.
Induction programmes for new directors are specifically designed for each director as appointed as the
content varies depending on the background and experience of the appointee. There is therefore no
standard induction programme for new directors.
By order of the Board
S.Yoganathan ACMA
Company Secretary
4 October 2013
24
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The directors are responsible for preparing the Annual Directors’ Report, the Remuneration Report and
the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that
law the directors have to prepare the group financial statements and have elected to prepare the parent
company financial statements in accordance with International Financial Reporting Standards as adopted
by the European Union (IFRSs). Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or
loss of the group and the company for that period. In preparing these financial statements, the directors
are required to:
select suitable accounting policies and then apply them consistently;
•
• make judgments and accounting estimates that are reasonable and prudent;
•
state whether applicable IFRSs have been followed, subject to any material departures disclosed and
explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the company will continue in business.
•
The directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the company’s transactions and disclose with reasonable accuracy at any time the financial
position of the company and enable them to ensure that the financial statements and the remuneration
report comply with the Companies Act 2006 and Article 4 of the IAS Regulation. 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.
In so far as each of the directors is aware:
•
•
there is no relevant audit information of which the company’s auditors are unaware; and
the directors have taken all steps that they ought to have taken as directors to make themselves aware
of any relevant audit information and to establish that the auditors are aware of that information.
The directors are responsible for the maintenance and integrity of the corporate and financial
information included on the company’s website. Legislation in the United Kingdom governing
the preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
To the best of my knowledge:
•
•
the financial statements, prepared in accordance with IFRS as adopted by the European Union, give a
true and fair view of the assets, liabilities, financial position and profit or loss of the company and the
undertakings included in the consolidation taken as a whole; and
the Business and Financial Review includes a fair review of the development and performance of the
business and the position of the company and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and uncertainties that they face.
D. M. Phillips
Chairman
4 October 2013
25
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
DIRECTORS AND ADVISERS
Non-executive Directors
Alexander Gordon Kelso Hamilton *† (Age 68) FCA
Senior independent non executive director.
Non executive director of Barloworld Ltd, Netbank Private Wealth Ltd and Petra Diamonds Ltd.
Gordon Hamilton was a partner in Deloitte & Touche LLP (and predecessor practices) for more than 30
years and retired as a senior audit partner in 2006.
Reginald Frank Heath *† (Age 72) FCIS, FIMI
Non executive director.
Reginald Heath has over 30 years experience in the motor trade, formerly being Director of Motor
Operations at Inchcape plc.
* Member of Remuneration Committee
† Member of Audit Committee
Executive Directors
David Michael Phillips (Age 68)
Executive chairman
David Phillips is the founder of Northamber plc and has been actively involved with the company since
its inception in the 1970s.
John Phelim Henry (Age 51)
Operations director
John Henry joined Northamber plc in 1992 in the Sales Department. He was promoted to Operations
Director in 2012.
Registered Office
23 Davis Road
Chessington
Surrey
KT9 1HS
Registrars
Computershare Services plc
PO Box 82
The Pavilions
Bridgwater Road
Bristol
BS99 7NH
Registered Auditors
Grant Thornton UK LLP
Chartered Accountants
No.1 Dorset Street
Southampton
SO15 2DP
26
Bankers
Bank of Ireland
Bow Bells House
1 Bread Street
London
EC4M 9BE
Barclays Bank Limited
6 Clarence Street
Kingston upon Thames
Surrey
KT1 1NY
Nominated Advisors & brokers
Charles Stanley Securities
131 Finsbury Pavement
London
EC2A 1NT
Independent auditor’s report to the members of Northamber Plc
We have audited the financial statements of Northamber Plc for the year ended 30 June 2013 which
comprise the consolidated and company statements of financial position, the consolidated statement of
comprehensive income, the consolidated and company statements of cash flows, the consolidated and
company statements of changes in equity and the related notes. The financial reporting framework that
has been applied in their preparation is applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union and as regards the parent company financial statements as
supplied in accordance with the provisions of the Companies Act 2006.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
company’s members those matters we are required to state to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the company and the company’s members as a body, for our audit work, for this report, or for the
opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement set out on page 24, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and
fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance
with applicable law and International Standards on Auditing (UK and Ireland). Those standards require
us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB’s website at www.
frc.org.uk /apb/scope/private.cfm.
Opinion on financial statements
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the group’s and of the parent
company’s affairs as at 30 June 2013 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted by
the European Union;
the parent company financial statements have been properly prepared in accordance with IFRSs as
adopted by the European Union and as applied in accordance with the provisions of the Companies
Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation.
Separate opinion in relation to IFRSs as issued by the IASB
As explained in Note 2 to the group financial statements, the group in addition to complying with its
legal obligation to apply IFRSs as adopted by the European Union, has also applied IFRSs as issued by
the International Accounting Standards Board (IASB).
In our opinion the group financial statements comply with IFRSs as issued by the IASB.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
•
the part of the Directors’ Remuneration Report to be audited has been properly prepared in
accordance with the Companies Act 2006; and
27
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
Independent auditor’s report to the members of Northamber Plc
•
the information given in the Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the financial statements
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
•
adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
the parent company financial statements and the part of the Directors’ Remuneration Report to be
audited are not in agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Other Matter
The Company delisted from the main market on 2 September and relisted on the AIM market following
a special resolution requiring 75% shareholder approval. As a result the auditor’s responsibilities as
required under the Listing rules did not apply at the date of the audit report.
Norman Armstrong
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Southampton
4 October 2013
28
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2013
Revenue
Cost of sales
Gross profit
Distribution costs
Administrative expenses
(Loss) from operations
Investment revenue
Profit/(Loss) before tax
Tax (charge)/credit
Notes
3
2013
Total
£’000
2012
Total
£’000
77,521
(71,624)
100,615
(92,807)
5,897
7,808
(3,358)
(3,694)
(4,267)
(3,638)
4
6
7
(1,155)
108
(1,047)
63
(97)
134
37
(39)
(2)
(Loss) for the year and total comprehensive (loss)
(984)
Basic and diluted (loss) per ordinary share
9
(3.49)p
(0.01)p
29
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
At 30 June 2013
Capital Retained
Share premium redemption earnings
Share
Total
equity
Capital
£’000
account
£’000
reserve
£’000
£’000
£’000
Balance at 1 July 2011
286
5,734
1,500
17,225
24,745
Dividends
Purchase of own shares
Transactions with owners
Loss and total comprehensive loss
for the year
-
(5)
(5)
-
-
-
-
-
-
5
5
-
(367)
(250)
(367)
(250)
(617)
(617)
(2)
(2)
Balance at 30 June 2012
281
5,734
1,505
16,606
24,126
Dividends
Purchase of own shares
Transactions with owners
Loss and total comprehensive loss
for the year
-
-
-
-
-
-
-
-
-
-
-
-
(296)
(296)
-
-
(296)
(296)
(984)
(984)
Balance at 30 June 2013
281
5,734
1,505
15,326
22,846
30
COMPANY STATEMENT OF CHANGES IN EQUITY
At 30 June 2013
Capital Retained
Share premium redemption earnings
Share
Total
equity
Capital
£’000
account
£’000
reserve
£’000
£’000
£’000
Balance at 1 July 2011
286
5,734
1,500
17,225
24,745
Dividends
Purchase of own shares
Transactions with owners
Loss and total comprehensive
loss for the year
-
(5)
(5)
-
-
-
-
-
-
5
(367)
(250)
(367)
(250)
5
(617)
(617)
-
(66)
(66)
Balance at 30 June 2012
281
5,734
1,505
16,542
24,062
Dividends
Purchase of own shares
Transactions with owners
Loss and total comprehensive income
for the year
-
-
-
-
-
-
-
-
-
-
-
-
(296)
(296)
-
-
(296)
(296)
(1,454)
(1,454)
Balance at 30 June 2013
281
5,734
1,505
14,792
22,312
31
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 30 June 2013
Non current assets
Property, plant and equipment
Notes
2013
£’000
2012
£’000
10
8,601
9,050
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
12
13
14
6,765
8,475
6,136
6,733
14,659
4,304
Total assets
Current liabilities
Trade and other payables
Non current liabilities
Deferred tax liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Equity shareholders’ funds
21,376
25,696
29,977
34,746
15
(7,131)
(10,575)
(7,131)
(10,575)
17
-
(45)
18
(7,131)
(10,620)
22,846
24,126
281
5,734
1,505
15,326
281
5,734
1,505
16,606
22,846
24,126
32
COMPANY STATEMENT OF FINANCIAL POSITION
At 30 June 2013
Non current assets
Property, plant and equipment
Investments
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Tax assets
Total assets
Current liabilities
Trade and other payables
Non current liabilities
Deferred tax liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Notes
10
11
12
13
14
16
2013
£’000
2,078
6,588
8,666
6,765
8,475
6,102
14
2012
£’000
2,402
6,588
8,990
6,733
14,659
4,285
14
21,356
25,691
30,022
34,681
(7,710)
(10,574)
(7,710)
(10,574)
17
-
(45)
(7,710)
(10,619)
22,312
24,062
18
281
5,734
1,505
14,792
281
5,734
1,505
16,542
Equity shareholders’ funds
22,312
24,062
The financial statements on pages 29 to 53 were approved by the board of directors on 4 October 2013
and were signed on its behalf by:
D.M. Phillips
Chairman
J.P. Henry
Operations Director
Company Registration number: 01499584
33
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2013
Cash from operating activities
Operating (loss) from continuing operations
Depreciation of property, plant and equipment
(Profit) on disposal of property, plant and equipment
2013
£’000
2012
£’000
(1,155)
531
(1)
(97)
277
(10)
Operating (loss)/ profit before changes in working capital
(625)
170
(Increase)/decrease in inventories
Decrease in trade and other receivables
(Decrease) in trade and other payables
Cash generated from operations
Income taxes repaid
Net cash from operating activities
Cash flows from investing activities
Interest received
Proceeds from disposal of property, plant and equipment
Purchase of property, plant and equipment
(32)
6,184
(3,447)
4,682
2,011
(6,030)
2,080
833
21
2,101
43
876
108
1
(82)
134
10
(6,800)
Net cash generated/(used) from investing activities
27
(6,656)
Cash flows from financing activities
Purchase of own shares for cancellation
Dividends paid to equity shareholders
Net cash used in financing activities
-
(296)
(296)
(250)
(367)
(617)
Net increase /(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
1,832
4,304
(6,397)
10,701
Cash and cash equivalents at end of year
6,136
4,304
34
COMPANY STATEMENT OF CASH FLOWS
For the year ended 30 June 2013
Cash from operating activities
Operating (loss) from continuing operations
Depreciation of property, plant and equipment
(Profit) on disposal of property, plant and equipment
2013
£’000
2012
£’000
(1,630)
406
(1)
(177)
246
(10)
Operating (loss)/profit before changes in working capital
(1,225)
59
(Increase)/decrease in inventories
Decrease in trade and other receivables
(Decrease) in trade and other payables
Cash generated/(used) from operations
Income taxes repaid
Net cash from operating activities
Cash flows from investing activities
Interest received
Proceeds from disposal of property, plant and equipment
Purchase of property, plant and equipment
Decrease/(increase) in investments
(32)
6,184
(2,862)
4,682
2,011
(6,029)
2,065
723
21
2,086
43
766
108
1
(82)
-
134
10
(121)
(6,588)
Net cash generated/(used) from/(in) investing activities
27
(6,565)
Cash flows from financing activities
Purchase of own shares for cancellation
Dividends paid to equity shareholders
Net cash used in financing activities
-
(296)
(250)
(367)
(296)
(617)
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
1,817
4,285
(6,416)
10,701
Cash and cash equivalents at end of year
6,102
4,285
35
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
1. General information
Northamber Plc is a company incorporated and domiciled in the United Kingdom under the
Companies Act 2006. The address of the registered office is given in the shareholder information on
the inside back cover. The nature of the company’s operations and its principal activities are set out
in the business review and the report of the directors on pages 7 to 15.
2. Significant accounting policies
Basis of accounting
The financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRSs) as adopted by the EU. The group has also complied with IFRS as issued by the
IASB.
The financial statements have been prepared under the historical cost basis.
The financial statements cover the individual entity Northamber plc and one subsidiary Anitass
Limited, all other subsidiaries are dormant and not material to the financial statements for the year
to 30 June 2013 or 30 June 2012.
The principal accounting policies adopted are set out below.
Adoption of new and revised standards
The Group will apply relevant new standards from their effective date. The directors do not
anticipate that any of the standards and interpretations issued by the IASB and IFRIC that have an
effective date after the date of the financial statements will have a material impact on the Group’s
financial statements in the period of initial application.
Key sources of estimation uncertainty and critical accounting judgements
Estimation uncertainty
Provisions
Within the Group there are a number of short term provisions. The carrying amount of the
provisions is estimated based on the estimated net realisable value of inventories and recoverability
of receivables.
Inventories
Initial measurement of inventories is at cost. Subsequent to initial recognition the group measures
inventories at the lower of cost and net realisable value. Impairment losses are recognised as and
when they occur. The write down is determined on an item by item basis or based on a group of
items where such an assessment is not practical.
Receivables
Provision against trade receivables is made when there is objective evidence that the Group will not
be able to collect all amounts due to it in accordance with the original terms of those receivables.
The amount of the write-down is determined as the difference between the asset’s carrying amount
and the present value of estimated future cash flows.
36
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
Critical accounting judgements
Judgments are required to make an assessment as to whether there is an indication of impairment
of property, plant and equipment (with the exception of small value items of vehicles, plant and
equipment). Estimations of the carrying value of property, plant and equipment consider valuation
in use calculations and current property prices in the area.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents
amounts receivable for goods provided in the normal course of business, net of discounts, VAT and
other sales related taxes.
Sales of goods are recognised when goods are delivered and title has passed.
Investment revenue is accrued on a time basis in accordance with the effective interest rate method.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the
risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
The Company as lessee
Rentals payable under operating leases are charged to profit or loss on a straight line basis over the
term of the relevant lease.
Benefits received and receivable as an incentive to enter into an operating lease are also spread on a
straight line basis over the lease term.
Foreign currencies
Transactions in currencies other than pounds sterling, the functional currency of all group entities,
are recorded at the rates of exchange prevailing on the date of the transactions. At each reporting
date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the
rates prevailing on the reporting date. Exchange differences arising on the settlement of monetary
items, and on the retranslation of monetary items, are included in profit or loss for the period.
Loss from operations
Loss from operations is stated before investment income and finance costs.
Retirement benefit costs
Payments to defined contribution retirement benefit schemes are charged as an expense in the
period in which they are incurred. The Group has no defined benefit retirement schemes.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on the taxable profit for the year. Taxable profit differs from
net profit as reported in the profit or loss because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that are never taxable or deductible.
The company’s liability for current tax is calculated using tax rates that have been enacted, or
substantially enacted, by the reporting date.
37
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying
amounts of assets and liabilities in the financial statements and the corresponding tax bases used
in the computation of taxable profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred
tax assets are recognised to the extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Such assets and liabilities are not recognised
if the temporary differences arise from the initial recognition of goodwill or from the initial
recognition (other than in a business combination) of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part
of the asset to be recovered.
Deferred tax is calculated at the tax rates that are substantially enacted in the period when the
liability is settled or the asset is realised. Deferred tax is charged or credited to the profit or loss,
except when it relates to items charged or credited directly to equity, in which case the deferred tax
is also dealt with in equity.
Deferred tax which relates to items recognised in other comprehensive income is recognised in other
comprehensive income.
Deferred tax balances have not been discounted.
Property, plant and equipment
Land and buildings are held for use in the production or supply of goods and services, or for
administrative purposes and are stated in the balance sheet at cost less accumulated depreciation and
impairment losses.
Fixtures and equipment are stated at cost less accumulated depreciation and any recognised
impairment loss.
Depreciation is charged so as to write off the cost of assets less any residual value, other than land,
over their estimated useful lives, using the straight line method, on the following bases:
Land and Buildings:
Freehold premises
4% on freehold buildings, freehold improvements 25% straight line
Plant and equipment
25% straight line
The gain or loss arising on the disposal or retirement of an asset is determined as the difference
between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Material residual value estimates are updated as required, but at least annually.
38
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
Impairment of tangible assets
At each balance sheet date, the group reviews the carrying amounts of its tangible assets to
determine whether there is any indication that those assets have suffered an impairment loss. If
any such indication exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where the asset does not generate cash flows that
are independent from other assets, the Company estimates the recoverable amount of the cash
generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its
carrying amount, the carrying amount of the asset (or cash generating unit) is reduced to its
recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant
asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation
decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash generating
unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment
loss been recognised for the asset (cash generating unit) in prior years. A reversal of an impairment
loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in
which case the reversal of the impairment loss is treated as a revaluation increase.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is on the FIFO basis and
comprises direct materials. Net realisable value represents the estimated selling price less costs to be
incurred in marketing, selling and distribution.
Cost of inventories is based on original cost as amended by credits subsequently received or agreed
with suppliers in respect of specific products. The provision for obsolete and slow moving stock is
determined by frequent and regular reviews of stock, its ageing and rate of sale, provisions are made
which enable such obsolete stock as not returned to suppliers and slow moving stock to be sold at
no loss.
Investments
Investment in subsidiaries is held at cost less any provision for impairment.
Financial instruments
Financial assets are classified as loans and receivables. The designation of financial assets is re-
evaluated at every reporting date at which a choice of classification or accounting treatment is
available. Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. Loans and receivables include trade receivables,
cash and cash equivalents and are initially recognised at fair value plus transaction costs. Loans
and receivables are measured subsequent to initial recognition at amortised cost using the effective
interest method, less provision for impairment. Any change in their value through impairment or
reversal of impairment is recognised in the profit or loss.
39
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
Provision against trade receivables is made when there is objective evidence that the company will
not be able to collect all amounts due to it in accordance with the original terms of those receivables.
The amount of the write-down is determined as the difference between the asset’s carrying amount
and the present value of estimated future cash flows discounted at the original effective interest rate.
An assessment for impairment is undertaken at least at each reporting date.
A financial asset is derecognised only where the contractual rights to the cash flows from the
asset expire or the financial asset is transferred and that transfer qualifies for derecognition. A
financial asset is transferred if the contractual rights to receive the cash flows of the asset have been
transferred or the company retains the contractual rights to receive the cash flows of the asset but
assumes a contractual obligation to pay the cash flows to one or more recipients. A financial asset
that is transferred qualifies for derecognition if the company transfers substantially all the risks and
rewards of ownership of the asset, or if the company neither retains nor transfers substantially all the
risks and rewards of ownership but does transfer control of that asset.
Financial liabilities
Financial liabilities are obligations to pay cash or other financial assets and are recognised when
the company becomes a party to the contractual provisions of the instrument. Financial liabilities
are initially recognised at fair value plus transaction costs. Financial liabilities subsequent to initial
recognition are recorded at amortised cost using the effective interest method, with interest related
charges recognised as an expense in finance charges in the income statement. Finance charges,
including premiums payable on settlement or redemption and direct issue costs, are charged to the
income statement on an accruals basis using effective interest method and are added to the carrying
amount of the instrument to the extent that they are not settled in the period in which they arise.
A financial liability is derecognised only when the obligation is extinguished, that is, when the
obligation is discharged or cancelled or expires.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and highly liquid investments
that are readily convertible into known amounts of cash and which are subject to an insignificant
risk of changes in value.
Equity
Equity comprises the following:
Share Capital – represents the nominal value of equity shares.
Share Premium – represents the excess over nominal value of the fair value of consideration received
for equity shares, net of expenses of the share issue.
Capital Redemption Reserve – represents the nominal value of shares which have been redeemed
and cancelled.
Retained Earnings – represents retained earnings.
The transaction costs of an equity transaction are accounted for as a deduction from equity (net of
any related income tax benefit) to the extent that they are incremental costs directly attributable to
the equity transaction that otherwise would have been avoided. The costs of an equity transaction
that is abandoned are recognised as an expense.
40
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
Capital management
The Group manages its equity as capital. The company’s policy is to not have external debt finance
and pay dividends as appropriate whilst maximising the long term return to stakeholders.
In line with Group policy, the group has no external debt finance hence gearing is not measured. The
company have paid final and interim dividends in the year.
Equity comprises the items detailed within the principal accounting policy for equity and financial
details can be found in the statement of financial position. The company adheres to the capital
maintenance requirements set out in the Companies Act.
Going Concern basis
The going concern basis of preparing the financial statements has been adopted as in the view of the
directors, as set out in the notes on Corporate Governance, the company has adequate resources to
continue in operational existence for the foreseeable future.
3. Segmental Reporting
Management has determined that there is only one operating segment of the group as the total
business of the company is the sourcing and distribution of computer related products and this
is how information is reported to the Chief Operating Decision Maker. The board in carrying
out its strategic planning and decision making has, necessarily, to take consideration of the inter
relatedness of the product range and the customer base and thus treat the operations of the group as
a whole. All decisions on the allocation of resources impacts on all aspects of the group. Information
presented to the Chief Operating Decision Maker is the same as is reported in these financial
statements.
Although the sales of the group are predominantly to the UK there are sales to other countries and
the following schedule sets out the split of the sales for the year. Revenue is attributable to individual
countries based on the location of the customer. There are no non current assets outside the UK.
Year to 30 June 2012
Total Segment revenue
Year to 30 June 2013
Total Segment revenue
UK
Italy
Other
Total
£’000
97,790
£’000
1,453
£’000
1,372
£’000
100,615
77,013
0
508
77,521
No one customer accounted for 10% or more of the group’s revenue for the year.
41
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
4. Loss from operations
Operating loss is stated after (crediting)/charging:
Foreign exchange loss/(gains)
Depreciation of property plant and equipment
Amounts written off stock
(Profit) on disposal of property, plant and equipment
Operating lease charges – land and buildings
Staff Costs (see note 5)
Fees paid to the company’s auditor
for the audit of the company annual financial statements
for other services – regarding the purchase of property
2013
£’000
38
531
75
(1)
6
3,835
42
-
2012
£’000
(1)
277
213
(10)
487
4,646
41
32
No profit and loss account for Northamber Plc has been presented as permitted by Section 408 of the
Companies Act 2006.
The retained loss for the financial year dealt within the financial statements of the parent company,
Northamber Plc, was £1,454,000 (2012: loss of £66,000) and is stated after taxation.
5. Staff costs
The average monthly number of persons (including executive directors) employed by the company during
the year was:
Sales
Administration
Warehouse
Engineering
Their aggregate remuneration comprised:
Staff costs:
Wages and salaries
Social security costs
Other pension costs
2013
Number
35
48
27
3
113
2013
£’000
3,379
353
103
3,835
2012
Number
42
51
35
4
132
2012
£’000
4,078
436
132
4,646
Included in the above is key management personnel compensation of £170,000 (2012: £178,000). Full
details of directors' remuneration are set out in the report to the shareholders by the board on directors’
remuneration on page 18. The company has identified the key management personnel as the executive
and non-executive directors and all their remuneration received amounts to short-term employment
benefits.
42
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
6. Investment revenue
Bank interest receivable
Other interest receivable
7. Tax on loss/profit on ordinary activities
Current taxation
UK corporation tax: charge for the year
Adjustment in respect of prior periods
Loss relief against prior year
Deferred tax:
Charge for the year
Group
Group
2013
£’000
38
70
108
2013
£’000
(14)
(4)
-
(45)
Charge/(credit) for the year
(63)
2012
£’000
133
1
134
2012
£’000
39
-
-
-
39
The charge for the year can be reconciled to the profit per the Statement of comprehensive income as
follows:
Group
2013
£’000
2012
£’000
(Loss)/profit on ordinary activities before tax
(1,047)
Tax at the UK corporation tax rate of 20% average (2012: 20%)
Losses carried forward
Expenses not deductible for tax purposes
Adjustment in respect of prior periods
Total actual amount of (credit)/charge for the year
The Group has tax losses of £700,000 to carry forward.
(209)
140
(69)
10
(4)
(63)
37
7
-
7
32
-
39
43
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
8. Dividends
Amounts recognised as distribution to equity holders in the period:
Dividends paid in year
Final – for year ended 30 June 2012
Interim – for year ended 30 June 2013
2013
Pence
per
share
0.75
0.30
1.05
2012
Pence
per
share
1.00
0.30
1.30
£’000
283
84
367
£’000
211
84
295
Proposed final for the year ended 30 June 2013
0.30
84
0.75
211
The proposed final dividend is subject to approval at the Annual General Meeting and has not been
included as a liability in these financial statements.
9. Loss per ordinary share
The calculation of the basic and diluted earnings per share is based on the following data:
(Loss) for the
year attributable to equity holders of the
parent company
Number of shares
Weighted average number of ordinary shares
for the purpose of basic earnings per share and
diluted earnings per share
2013
£’000
(1,008)
2012
£’000
(2)
2013
Number
2012
Number
28,158,735
28,336,868
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the
weighted average number of ordinary shares in issue during the year.
Net Assets per share, as disclosed within the summary of the last five years of trading, is calculated by
dividing the net assets as disclosed in the consolidated statement of financial position by the number of
ordinary shares in issue at the year end.
44
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
10. Property, plant and equipment
Group
Cost
At 1 July 2011
Additions
Disposals
Land and
Buildings
£’000
Plant and
Equipment
£’000
4,262
6,694
-
1,371
106
(132)
Total
£’000
5,633
6,800
(132)
At 30 June 2012
10,956
1,345
12,301
Depreciation
At 1 July 2011
Depreciation charge for the year
Disposals
1,875
195
-
1,231
82
(132)
At 30 June 2012
2,070
1,181
Net book value at 30 June 2012
8,886
164
Group
At 1 July 2012
Additions
Disposals
Land and
Buildings
£’000
Plant and
Equipment
£’000
10,956
-
(1,704)
1,345
82
(13)
3,106
277
(132)
3,251
9,050
Total
£’000
12,301
82
(1,717)
At 30 June 2013
9,252
1,414
10,666
Depreciation
At 1 July 2012
Depreciation charge for the year
Disposals
2,070
457
(1,704)
1,181
74
(13)
3,251
531
(1,717)
At 30 June 2013
823
1,242
2,065
Net book value at 30 June 2013
8,429
172
8,601
45
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
Company
Cost
At 1 July 2011
Additions
Disposals
Land and
Buildings
£’000
Plant and
Equipment
£’000
4,262
15
-
1,371
106
(132)
At 30 June 2012
4,277
1,345
Depreciation
At 1 July 2011
Depreciation charge for the year
Disposals
1,875
164
-
1,231
82
(132)
At 30 June 2012
2,039
1,181
Total
£’000
5,633
121
(132)
5,622
3,106
246
(132)
3,220
Net book value at 30 June 2012
2,238
164
2,402
Company
Cost
At 1 July 2012
Additions
Disposals
Land and
Buildings
£’000
Plant and
Equipment
£’000
4,277
-
(1,704)
1,345
82
(13)
Total
£’000
5,622
82
(1,717)
At 30 June 2013
2,573
1,414
3,987
Depreciation
At 1 July 2012
Depreciation charge for the year
Disposals
2,039
332
(1,704)
1,181
74
(13)
3,220
406
(1,717)
At 30 June 2013
667
1,242
1,909
Net book value at 30 June 2013
1,906
172
2,078
46
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
11. Investment in group companies
Company
Cost
At 1 July 2012 and 30 June 2013
Total
£’000
6,588
In the opinion of the directors, the aggregate value of the company’s investment is not less than the
amount included in the company statement of financial position. The investment relates to Anitass
Limited.
Name
Anitass Limited
Solution Point Limited
Solution Technology Limited
Thripple-Thrift Limited
12. Inventories
Country of Incorporation
% owned
England
England
England
England
100
99
100
100
Status
Operational
Dormant
Dormant
Dormant
Group and Company
2012
£’000
2013
£’000
Goods for resale
6,765
6,733
Cost of sales include £71,444,000 (2012: £92,571,000) inventory expensed in the year’s statement
of comprehensive income. In the opinion of the directors the net realisable value of inventories held
at 30 June 2013 against which provision has been made was £5,172,000 net of the provision (2012:
£4,233,000).
13. Trade and other receivables
Trade receivables
Less provision for impairment of receivables
Net trade receivables
VAT receivable
Other receivables
Prepayments
Group and Company
2012
£’000
13,389
(189)
2013
£’000
8,598
(235)
8,363
-
16
96
8,475
13,200
1,397
2
60
14,659
An allowance has been made for estimated at risk amounts from the sale of goods of £235,000 (2012:
£189,000). The allowance has been determined by assessing each individual debtor as well as making
assessments based on past experience and knowledge of the customers and the prevailing economic
conditions.
The group is exposed to credit risk on its trade and other receivables due to the credit terms offered to
its customers. In the opinion of the directors there is no particular credit risk in any one customer. It is
confirmed that the fair value of trade receivables is not materially different from the carrying value. Trade
receivables are not interest bearing.
47
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
The average days credit is 34 days (2012: 40 days). The company uses a rigorous and detailed assessment
of each prospective customer before supplying goods up to a pre-determined credit level, and customers
are regularly re-assessed to determine current levels of credit limits.
In the opinion of the directors the provision made for bad debts, as shown below, is appropriate and that
no further provision is required. In the opinion of the directors the fair value of the trade receivables are
not materially different from the amounts disclosed.
All financial assets that are neither past due nor impaired are considered to be fully recoverable.
Trade receivables older than credit terms
Aging of past due but not impaired receivables is as follows:
30 - 60 days past due
60 - 90 days past due
90+ days past due
Total
Group and Company
2012
£’000
384
35
55
2013
£’000
22
7
48
77
474
As at 30 June 2013 trade receivables of £235,000 (2012 £189,000) were impaired: the aging of these trade
receivables was
30 - 60 days
60 - 90 days
90+ days
Total
Group and Company
2012
£’000
0
12
177
2013
£’000
0
68
167
235
189
Trade and other receivables allowance for doubtful debts
Balance at beginning of period
Amounts written off as uncollectable
Potential impairment increase/(reduction)
Balance at end of period
Group and Company
2012
£’000
193
(88)
84
189
2013
£’000
189
(116)
162
235
The other classes within trade and other receivables do not contain impaired assets. The maximum
exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above.
The group does not hold any collateral as security.
48
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
14. Cash and cash equivalents
Bank balances and cash in hand
Cash and cash equivalents in statement
of cash flows
Group
2013
£’000
6,136
2012
£’000
4,304
Company
2013
£’000
6,102
2012
£’000
4,285
6,136
4,304
6,102
4,285
15. Trade and other payables
Trade payables
Inter group payables
Other payables
VAT
Other tax and social security
Accruals and deferred income
Corporation Tax
Group
2013
£’000
6,145
-
156
447
88
288
7
7,131
2012
£’000
9,514
-
120
450
118
373
-
10,575
Company
2013
£’000
6,145
586
156
447
88
288
-
2012
£’000
9,514
-
117
452
118
373
-
7,710 10,574
The financial liabilities shown above are those which were outstanding at 30 June 2013. The average
credit period taken for trade payables is 26 days (2012: 31days).
The directors consider that the fair values of trade and other payables are not materially different from
those disclosed above. Trade payables are not interest bearing.
The liquidity in trade and other payables is managed by the company through the management of its cash
resources as referred to in the Business and Financial Review, to ensure that for all practical purposes
creditors are paid in accordance with the credit terms agreed with the suppliers.
49
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
16. Tax liabilities
Corporation tax (payable) / receivable
17. Deferred tax liabilities Group and Company
Group
2013
£’000
(6)
2012
£’000
(3)
Company
2013
£’000
14
2012
£’000
14
The following are the major deferred tax liabilities and assets recognised and movements thereon during
the current and prior reporting period.
Capital Allowances
in excess of depreciation
At 1 July 2011
Charge to income
At 1 July 2012
Released to income
As 30 June 2013
No tax assets have been offset.
18. Share capital Group and Company
Authorised
At 30 June 2013 and 2012
Issued and fully paid shares of 1p each
At 30 June 2012 and 30 June 2013
45
-
45
(45)
-
Number
80,000,000
£’000
2,000
28,158,735
281
At 30 June 2013 664,365 (2012: 664,365) shares were held by the entity in Treasury.
The company has one class of ordinary shares which carry no right to fixed income.
19. Capital commitments
There were no capital commitments at 30 June 2013 (2012: £Nil).
50
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
20. Operating lease arrangements
The company as lessee
Group
2013
£’000
2012
£’000
Company
2013
£’000
2012
£’000
Minimum lease payments under operating
leases recognised in profit or loss for the year
6
-
607
601
At 30 June 2013 the group had no commitments for future minimum lease payments under non-
cancellable operating leases, which fall due as follows:
One year
Between one and five years
Group
2013
£’ 000
6
6
12
2012
£’000
-
-
-
Company
2013
£’000
607
757
1,364
2012
£’000
601
751
1,352
The freehold of the warehouse was purchased on 23 April 2012 by Anitass Limited, a 100% subsidiary of
Northamber Plc.
21. Related party transactions
Mr D.M. Phillips is the ultimate controlling party of the company.
During the year Mr D.M. Phillips made temporarily available to the company occasional use of part
of his personal foreign currency funds which resulted in a total saving to the company of £1,694 (2012:
£175). At the year end 1.40 million Canadian Dollars (2012: nil) were held by the Company on
D.M.Phillips’ behalf. No interest has been charged and there are no terms or conditions attached to these
transactions.
During the year, the company paid £601,000 (2012: £111,967) rent to Anitass Limited, a wholly owned
subsidiary. At the year end Northamber plc owed Anitass Ltd £586,000 (2012: Nil)
22. Post balance sheet events
There were no material post balance sheet events, adjusting or non-adjusting.
23. Contingent liabilities
During the year to 30 June 2007 the company granted a 175 year lease for an enterprise zone investment
property in Arbroath.
The company retains the freehold interest, which has a negligible value, and a contingent liability of
£702,000 exists in respect of the clawback of enterprise zone tax allowances which will only occur if the
retained freehold interest is disposed of before 2017. The directors believe that any realisation of this
liability has an extremely low level of probability.
51
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
24. Financial instruments exposure
The interest rate exposure of the financial assets and liabilities of the group and company as at 30 June
2013 is shown in the table below. The table includes trade receivables and payables as these do not attract
interest and are therefore subject to fair value interest rate risk.
Based on exposure at the reporting date, currency movements are not considered likely to have a material
effect on profits.
Note 13 above refers to further matters relating to credit risk as does the Business and Financial Review
under the heading of Financial Risk Management.
Group
Financial assets – loans and receivables
Cash and cash equivalents:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Trade and other receivables
Floating
£’000
5,874
223
39
-
Zero
£’000
-
-
-
8,379
Total
£’000
5,874
223
39
8,379
Total
6,136
8,379
14,515
Financial liabilities at amortised cost
Trade payables:
Sterling
US Dollar (Sterling equivalent)
Euros (Sterling equivalent)
Other payables
Total
Company
Financial assets – loans and receivables
Cash and cash equivalents:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Trade and other receivables
Floating
£’000
-
-
-
-
-
Floating
£’000
5,840
223
39
-
Zero
£’000
5616
403
126
156
6,301
Zero
£’000
-
-
-
8,379
Total
£’000
5,616
403
126
156
6,301
Total
£’000
5,840
223
39
8,379
Total
6,102
8,379
14, 481
52
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
Financial liabilities at amortised cost
Trade payables:
Sterling
US Dollar (Sterling equivalent)
Euros (Sterling equivalent)
Other payables
Total
Floating
£’000
-
-
-
-
-
Zero
£’000
5,616
406
123
156
Total
£’000
5,616
406
123
156
6,301
6,301
The directors estimate that an increase or decrease in annual average interest rates of 0.5% would
increase/decrease profit before tax by approximately £30,000.
Type of Financial Instrument
All financial assets are classified as loans and receivables and all financial liabilities are held at amortised
cost.
Maturity of Financial Instruments
All financial liabilities are classified as current and are therefore due within 60 days.
53
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
NOTICE OF MEETING
Notice is hereby given that the Annual General Meeting of Northamber plc will be held at 23 Davis
Road, Chessington, Surrey KT9 1HS on 6 December 2013 at 12 noon for the following purposes:-
1. To receive and adopt the company’s accounts for the year ended 30 June 2013 and the directors’ and
auditors’ reports thereon.
2. To propose the following ordinary resolution: That the directors remuneration report for the year
ended 30 June 2013 be received and approved.
3. To declare a dividend on the ordinary shares of the company.
4. Re-elect Mr R.F. Heath as a director.
5. Re-elect Mr D.M. Phillips as a director.
6. Re-elect Mr A.G.K. Hamilton as a director.
7. To re-appoint Grant Thornton UK as auditors and to authorise the directors to fix their
remuneration.
ORDINARY RESOLUTION
8 (1) THAT, the directors be generally and unconditionally authorised to allot equity securities (as
defined by Section 560 of the Companies Act 2006 (“the Act”)), up to an aggregate nominal
amount of £187,725 (such amount to be reduced by the nominal amount of any Relevant Securities
allotted under paragraph 8.2 below) in connection with an offer by way of a rights issue:
(a) to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective
holdings; and
(b) to holders of other equity securities as required by the rights of those securities or as the
directors otherwise consider necessary, but subject to such exclusions or other arrangements
as the board may deem necessary or expedient in relation to treasury shares, fractional
entitlements, record dates, legal or practical problems in or under the laws of any territory or the
requirements of any regulatory body or stock exchange;
SPECIAL RESOLUTIONS
8 (2) THAT, the directors be authorised to allot equity securities pursuant to Resolution 8 (1) above up
to an aggregate nominal amount of £93,862 as if Section 561 of the Companies Act 2006 (existing
shareholders’ rights of pre-emption)
(a) did not apply to the allotment, or
(b) applied to the allotment with such modifications as the directors may determine
(c) provided that this authority shall, unless renewed, varied or revoked by the company, expire on
the 4 March 2014 or, if earlier, the date of the next Annual General Meeting of the company
save that the company may, before such expiry, make offers or agreements which would or
might require equity securities to be allotted and the directors may allot equity securities in
pursuance of such offer or agreement notwithstanding that the authority conferred by this
resolution has expired.
8 (3) THAT the company be and is hereby unconditionally and generally authorised to make market
purchases (within the meaning of Section 693(4) of the Companies Act 2006) of ordinary shares of
1p in the capital of the company, provided that:
(a) the maximum number of shares hereby authorised to be acquired is 2,815,874 representing 10
per cent of the present issued share capital;
(b) the minimum price which may be paid for such shares is 1p per share (exclusive of all expenses);
(c) the maximum price which may be paid for such shares is, in respect of a share contracted to be
purchased on any day, an amount (exclusive of expenses) equal to 105 per cent of the average
middle market quotations of the ordinary shares of the company as derived from the Daily
Official List of The London Stock Exchange on the 10 dealing days immediately preceding the
day on which the shares are contracted to be purchased;
54
NOTICE OF MEETING (Continued)
(d) the authority hereby conferred shall (subject to sub-clause (e) below) expire on the date of the next Annual
General Meeting of the company after the passing of this resolution; and
(e) the company may make a contract to purchase its own shares under the authority hereby conferred prior
to the expiry of such authority which will, or may be, executed wholly or partly after the expiry of such
authority, and may make a purchase of its own shares in pursuance of any such contracts.
By Order of the Board
S. Yoganathan ACMA,
Company Secretary
Registered office:
23 Davis Road,
Chessington,
Surrey,
KT9 1HS
Notes:
(1) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and, on a poll, vote
instead of him or her. A proxy need not be a member of the company. Completion and return of a form of proxy
will not prevent a member from attending and voting at the meeting.
(2) The instrument appointing a proxy and the power of attorney (if any) under which it is signed must be
deposited at the offices of the registrars of the company, not less than forty-eight hours before the time of the
meeting.
(3) There will be available for inspection at the registered office of the company during normal business hours from
the date of this Notice until the date of the Annual General Meeting and, at the place of the Annual General
Meeting, from at least fifteen minutes prior to and until the conclusion of the Annual General Meeting:
(a) copies of the executive directors’ service agreements with the company; and
(b) the Register of Directors’ Interests.
55
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
THIS PAGE IS INTENTIONALLY LEFT BLANK
56
THIS PAGE IS INTENTIONALLY LEFT BLANK
57
Northamber
RepoRt & Accounts FuLL YeAR enDeD 30 June 2013
THIS PAGE IS INTENTIONALLY LEFT BLANK
58
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Northamber plc • Namber House • 23 Davis Road • Chessington • Surrey • Kt9 1hS
UK Telephone: (+44) 020 8296 7000 • Fax: (+44) 020 8296 7060 | www.northamber.com
60