Northamber
Report & Accounts
Year ended 30 June 2014
northamber
Total Distribution™
Contents
Summary Information
Chairman’s Statement
Strategic Report
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
4
5-6
7-11
12-14
15-16
17-22
23
24
25-26
27
28-29
30-31
32-33
34-50
51-52
3
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014
SUMMARY INFORMATION
Northamber plc and its subsidiaries are primarily distributors of computers, peripheral equipment and
related services to resellers who then sell on to the general public and corporations – the end users.
The company’s shares were admitted to trading on AIM a market operated and regulated by the London
Stock Exchange under stock symbol “NAR.”
The shares were formerly traded on the full listing of the London Stock Exchange
Summary of last five years’ trading
Years ending 30 June
2014 2013 2012 2011 2010
£’000
£’000
£’000
£’000
£’000
Revenue
(Loss)/Profit before tax
(Loss)/earnings per share
Net Assets per share
Dividends per share (net)
62,865
(1,155)
(4.10)p
76.4p
0.6p
77,521
(1,047)
(3.49)p
81.0p
1.05p
100,615
37
(0.01)p
85.7p
1.3p
121,083
(106)
(0.34)p
86.5p
2.0p
128,481
258
0.58p
88.5p
1.6p
4
NORTHAMBER
CHAIRMAN’S STATEMENT
Results
Before the more usual opening to the annual report and to thank our shareholders for their patience, I want
to share a very key indicator. One which most clearly demonstrates the improvement in performance is the
increase in our Good Debtors. As an indication to “outlook”, from the June 30th year-on-year there was a
38% increase, then rising to 57% as at end September 2014
The above improvement reflects the enhanced focus that has been placed on an area of our business. An
area which maximises our opportunities, capabilities and the return on our strongest core skills. Those skills
are within our highly competent logistics, infrastructure and facilities, which enabled and delivered the
opportunity
Taken together with the ability to flex our very strong debt free cash, our trade credit capacity is supported
by our long established, strong and tested credit management systems. Our documented minimal debtor
loss over the years supports this evolution in direction
During my thirty five years experience in this sector and thirty as the senior executive of your quoted
company, I have noted the repetitive frequency of viewing emerging business models almost unique to I.T.
The aggressive pursuit of revenue growth, with an ill-defined promise of putting the profit back later. The
very many business failures within our sector over that period, adequately reveal the reality.
Our own sector has and is struggling with strong and increasingly dominant performance competition
from more stable technologies and vendors.
By contrast, following the double pronged downturn of demand and price within our sector, our business
plan for the turn-around was to firstly concentrate on re-balancing our own business model with its unstable
margins and still falling prices.
We must continue to minimise as far as is avoidable, exposure to empty revenue.
At this time last year and then my statement on the interim results, I reported that we were concentrating
on the more profitable aspects of the business. That process is, in any dynamic business an on-going task.
Any change in structure or direction takes time and involves costs, and the changes which we have made
and those which are on-going are no different.
There has been a marked change between the first and second halves of this past year. In the first half the
results continued the downward trend of previous periods but in the second half we achieved increases
in both turnover and margins compared with the first half. Costs were contained in the second half even
though we increased the quality and quantity of resources put into marketing, selling and liaison with
suppliers. The result of these cumulative changes was that the operating loss for the second half year was
significantly lower than for the first half at £495,000 compared with £730,000.
The reason for my opening comments to these results, was to illustrate that progress has been made. Against
the total operating loss for the year as a whole of £1.225 million compared with £1.155 million for the
previous year. Following a decrease in turnover of £14.6 million (18.9% compared with last year) and
reduced margins – down from 7.6% to 6.8% the reduction in overhead costs by £1.55 million 22% meant
that the operating loss for the year only increased by some £70,000.
Balance Sheet
The changes which have been and are being implemented in the group are a form of investment, as the
losses were incurred whilst the changes become effective. These of course have some impact on the cash
of the business, but with careful working cash management, which we consider to be one of our strengths,
and operating control on all the other aspects of our business we remain in a very healthy and liquid state
of capitalisation.
5
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014 CHAIRMAN’S STATEMENT (continued)
On the balance sheet figures the net book value of our freehold property assets with strong inherent re-
development values, stand at £8.24 million or 29p per share. Our working capital ratios, although a little
down on the previous year at 2.5 times and even without the cash still remains at nearly 2 times the current
liabilities.
Our Debt Free Net Cash (no borrowings) was £5.08 million at 30 June 2014 compared with £6.14 million
a year previously.
Net Tangible Assets per share at 76p continue to remain very comfortably above the share price.
Dividend
After consideration of our debt free balance sheet and cash position, your board is proposing a final dividend
of 0.3p per share same as last year. Together with the 0.3p interim dividend, totals 0.6p for the year.
Staff
After the redundancies and associated costs, I am pleased to be able to report that we have been and are
recruiting new, experienced and qualified staff to help deliver our change of focus and the drive forward.
There are further tangible benefits to arise from this change of direction.
The evolution of the core team has progressed with the arrival last December of Alex Phillips as the
Director of Strategy. After Alex achieved his Masters from the LSE, including a stint at Stern in New York,
Alex spent over four years with the US strategic consulting firm Monitor. Whilst there, he worked directly
with some of our own sector’s “A” brand suppliers in developing their own strategies.
My grateful thanks once again to all our staff, both long standing and those who have joined us for our new
journey, for all their past and continuing endeavours.
Outlook
Having shared in the opening paragraphs of this statement reasons for optimism, I am as always cautious
when saying too much about the future. However I do feel that in the current situation and subject to major
external forces over which we have no control, the upward momentum we have experienced in the latter
part of this year may well continue.
On that basis I am more optimistic than I have been for some time on the future for the company. With
the dedicated team we have and the underlying strength of the company in not only its trading history and
connections as well as the capital resources I hope to be able to report more progress in the coming years.
D.M. Phillips
Chairman
29 October 2014
6
NORTHAMBER
STRATEGIC REPORT
This report provides an overview of the company’s strategy, its business model and a review of how the
company has performed for the year. It also sets out the principal risks involved in its business and its
financial position of the company at the year end. There are also some comments and observations on the
future prospects for the company.
1. The Company’s Strategy
As explained below in the notes on the business model, the company is not directly involved with the
ultimate users of the products it sells. Acting as a hub through which manufacturers provide products
to resellers for sale to the ultimate end user.
This being the case requires us to develop strategies with both suppliers and resellers to satisfy the
needs of those ultimate users of the products.
Our strategy always has been to assess the requirements of the end users and then source quality
products and services from reliable brand named manufacturers and make them available to resellers
at the best prices in the most efficient time frame. With an ever changing product range it has also
been part of our strategy to support fresh new products which will be attractive to end users.
In addition to the supply of hardware and software products we also ensure that our customers are
provided with the technical support either directly or through the suppliers which they may require to
effectively use the high tech products we sell. Thus ensuring quality of supply and satisfaction to users.
2. The Business Model
The Group has, since its inception, been involved in the distribution of electronics and computer related
products. 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.
3. Key Performance Indicators
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.
7
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014
STRATEGIC REPORT (continued)
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
Good Debtors (Net Trade Receivables)
Creditor Days
Net Assets per share
Working Capital Ratio *1
Format
2013-14
2012-13
£m
%
Times
Days
£m
Days
Pence
62.8
6.80
11.6
56
11.6
41
76.4
2.1
77.5
7.60
10.6
34
8.4
26
81.0
2.5
*1 Working Capital Ratio is calculated by adding Inventory and Net Trade Receivables, divided by Trade Payables
Debtor days have increased due to 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.
4. Performance 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 challenging in recent years driven by economic pressures
and consequential slower refresh rates in the corporate world in the second half of the year.
We have noted the start of a change in economic and market conditions at end of the first half of the
year which prompted the introduction of our new strategy and the resulting investment and improved
performance.
This financial year has been a tale of two halves. Whilst the challenging market conditions in the first
half coupled with the costs of re-structuring during that time period created a significant loss in the
first half, those tough decisions allowed us to implement our new strategy in the second half and this
has already led to a significant improvement versus the first half.
Whilst for the year our overall revenue fell £14.6m to £62.8m and losses before tax increased by
£108,000 to £1.155m when examined as the first half versus the second half in light of the strategy
shift the results are more encouraging. The second half delivered our highest half year growth rate in
revenue for more than five years with a revenue growth of almost 8% between the first half and the
second half and a reduction in losses of over 30% over that time period.
Administrative expenses and distribution costs in total decreased by £1,555,000 compared with the
previous year, mainly as a result of reductions in the staff costs of £711,000 in the year.
At the operating level the result was that there was an operating loss in the year of £1,225,000 compared
with the previous year of £1,155,000.
8
NORTHAMBER STRATEGIC REPORT (continued)
5. Financial Review and Position
Turnover decreased by £14.6m (18.9%) compare with the previous year. As referred in the Chairman’s
Statement the performance improvement of the second period of the financial year has an impact on
the working capital requirement at the end of the financial year. The receivables and the payables were
higher than at the same time last year, due to this the net cash out flow from operating activities was
£0.97m compared with the previous year’s £2.1m inflow. The average debtor days increased from 34 to
56 and the average creditor days increased from 26 to 41.
Other significant cash considerations include interest received at £67,000 (2013: £108,000 which
included a one off interest payment of £70,000 from HM Customs and Excise to partly compensate
for withholding substantial level of VAT refund over an extended period) and dividend paid out
during the year of £168,000 (2013: £295,000).
As a result of the above, our cash balance at the end of financial year was £5.08m compared with
£6.14m at the end of last year, a decrease of £1.06m whilst remaining debt free.
Some 38.7% of the Net Assets comprise freehold properties, 23.6% cash and the balance working
capital. The Net Assets were 76.4p per share which represented more than almost twice the highest
share price in the year.
6. Principal Risks and Uncertainties
Financial Risks
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.
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.
9
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014 STRATEGIC REPORT (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 conjunction 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 21.
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.
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.
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.
10
NORTHAMBER
STRATEGIC REPORT (continued)
The Company recognises the importance of providing additional services to its customers in relation
to next day deliveries, credit limits, handling queries efficiently and maintaining a strong relationship
with the customer and in this way aims to resist the competitive pressures in the sector.
7. Future Prospects
Your board’s long term approach to investment decisions is well documented and often referenced
in these statements. This approach was continued in the second half as we invested in a significant
number of new staff who joined us with the necessary skills to develop our new focus categories
and help drive the business forward. This coupled with other investments in new vendors, customer
acquisition and our renewed strategy leave us excited about the revenue and margin opportunities for
the coming year as we continue on an accelerated path to recovery and profitability.
We see significant potential in both our existing vendors and categories and some new categories we
are exploring. We will continue our customer-centric focus and ensuring that our offering and service
levels allow our customers to profitably grow their business and consequently grow ours.
By order of the Board
J.P. Henry
Operations Director
29 October 2014
11
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014 REPORT OF THE DIRECTORS
The directors have pleasure in presenting their report and the accounts for the year ended 30 June 2014.
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 2014.
Principal Activities
The group’s and company’s principal activities are those of specialist supply of computer hardware,
computer printers and peripheral products, computer telephony products and other electronic transmission
equipment.
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 Strategic Report.
Corporate Governance
The Corporate Governance Report on pages 17 to 22 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 2014
Ordinary dividends
Previous year’s final dividend paid
Interim paid
2014
£’000
2013
£’000
84
84
168
212
84
296
The final proposed dividend of 0.3p (2013: 0.3p) will be paid on 15 January 2015 to all members on the
register at the close of business on 5 December 2014.
Directors
The current directors of the company are listed on page 24. There has been no change in the directors
during the year.
Share Capital
At 30 June 2014, 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.
12
NORTHAMBER
REPORT OF THE DIRECTORS (continued)
Substantial Shareholdings
The company has been notified that the following shareholders held beneficial interest of 3 per cent or
more of the company’s issued share capital at 30 June 2014.
Mr D.M. Phillips
BNY(OCS) Nominees Limited
Mr H.W. Matthews
Quiros Limited
Purchase of Own Shares
Ordinary Shares of 1p each
61.23%
11.24%
3.57%
3.32%
At the end of the year, the directors had authority, under the shareholders’ resolutions of 6 December 2013
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 12 December 2014, 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.
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 environmental 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
or 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.
13
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014
REPORT OF THE DIRECTORS (continued)
Appointment and Replacement of Directors (continued)
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 following 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 they 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.
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 2014 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.
By order of the Board
14
S. Yoganathan ACMA
Company Secretary
29 October 2014
NORTHAMBER REPORT TO SHAREHOLDERS BY THE BOARD ON DIRECTORS’
REMUNERATION
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)
the basic salaries and benefits available to executive directors of comparable companies;
(b)
the need to attract and retain directors of an appropriate calibre and experience; and
(c)
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)
(b)
(c)
have regard to the directors’ experience and the nature and complexity of their work in order to pay
a 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.
Share Options
There are no share option schemes in force in the group or company.
Contracts of Service
The two executive directors, Mr D.M. Phillips and Mr J.P. Henry, have service contracts. 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.
Mr D.M. Phillips
- Notice period – six months
Mr 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.
15
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014
REPORT TO SHAREHOLDERS BY THE BOARD ON DIRECTORS’
REMUNERATION
Directors’ Detailed Emoluments
Details of directors’ emoluments are as follows:
Executive
Mr D.M. Phillips
Mr J.P. Henry
Non-Executive
Mr R.F. Heath
Mr A.G.K. Hamilton
Salaries and Fees
2014
2013
£’000 £’000
Benefits
2014 2013
£’000 £’000
Pension
2014 2013
£’000 £’000
Total
2014 2013
£’000 £’000
15
70
15
15
115
15
74
15
15
119
30
4
-
-
34
26
4
-
-
30
-
10
-
-
10
-
10
-
-
10
45
84
15
15
159
41
88
15
15
159
For the year ended 30 June 2014, Mr D.M. Phillips has waived £165,000 of his salary, (2013: £165,000
was waived).
Directors’ Interests
Interests in Shares
Directors in office at 30 June 2014 had the following beneficial interests in the shares of the company:
Ordinary Shares of 1p each
Mr D.M. Phillips
Mr R.F. Heath
Mr A.G.K. Hamilton
Mr J.P. Henry
30 June 2014 30 June 2013
17,243,055
5,000
-
-
17,308,295
5,000
-
-
In last year’s figure of 17,308,295 shares, 65,240 shares were included in Mr D.M. Philips’ interest in shares
which were owned by his children all whom are over twenty-one years of age.
Between 30 June 2014 and 7 October 2014 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 7 October 2014 was 36.0p. The range of market prices during
the year was 27.5p to 40.5p.
S.Yoganathan ACMA
By order of the Board
29 October 2014
16
NORTHAMBER
CORPORATE GOVERNANCE
The Corporate Governance Report forms part of the Directors’ Report included here on pages 12 to 14.
On 2 September 2013, the Group moved to the AIM market of the London Stock Exchange. The Group
is committed to business integrity, high ethical values and professionalism in all its activities. As an essential
part of this commitment the Group supports the highest standards in corporate governance. The Board
is accountable to the company’s shareholders for good governance and this statement and the Directors’
remuneration report describe how the principles of good governance set out in the UK Corporate
Governance Code, published by the Financial Reporting Council are applied within the company. We
do not comply with the UK Corporate Governance Code. However, we have reported on our Corporate
Governance arrangements by drawing upon best practice available, including those aspects of the UK
Corporate Governance Code we consider to be relevant to the company and best practice.
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 24.
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 24, 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.
17
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014 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 meetings held in the last year.
No of meetings:
Mr David Michael Phillips
Mr John Phelim Henry
Mr Reginald Frank Heath
Mr Alexander Gordon Kelso Hamilton
Board Meetings
4
3
4
4
Board Committees
During the year the Audit Committee comprised of two non-executive directors, Mr R.F. Heath and Mr
A.G.K. Hamilton.
18
NORTHAMBER
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 2014 annual report and financial statements and the December half yearly and
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 2014 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
19
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014 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 follows its own ethical guidelines and continually reviews its audit team to ensure its
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 operational 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 is 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.
20
NORTHAMBER 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 Strategic Report and the Directors’ Report on pages 7 to 14. 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 Strategic Report 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.
21
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014 CORPORATE GOVERNANCE (continued)
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 February 2014. 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
29 October 2014
22
NORTHAMBER STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Directors’ 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. 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.
The directors confirm that:
•
•
in so far as each 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.
D.M. Phillips
Chairman
29 October 2014
23
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014 DIRECTORS AND ADVISERS
Non-Executive Directors
Alexander Gordon Kelso Hamilton *† (Age 69) 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 73) 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 69)
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 52)
Operations director
John Henry joined Northamber plc in 1992 in the Sales Department. He was promoted to Operations
Director in 2012.
Registered Office
Namber House
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
24
Bankers
Bank of Ireland
Bow Bells House
1 Bread Street
London
EC4M 9BE
Barclays Bank plc
6 Clarence Street
Kingston upon Thames
Surrey
KT1 1NY
Nominated Advisors & Brokers
Charles Stanley Securities
131 Finsbury Pavement
London
EC2A 1NT
NORTHAMBER 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 2014 which comprise
the consolidated and company statement of financial position, the consolidated statement of comprehensive
income, the consolidated and company statements of cash flow, 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 applied 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 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 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 Financial Reporting
Council's website at www.frc.org.uk/auditscopeukprivate.
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 2014 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and Directors' Report for the financial year
for which the financial statements are prepared is consistent with the financial statements.
25
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORTHAMBER PLC
(continued)
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us
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 are not in agreement with the accounting records & 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.
Nick Watson
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Southampton
29 October 2014
26
NORTHAMBER NORTHAMBER PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2014
Revenue
Cost of sales
Gross Profit
Distribution costs
Administrative costs
(Loss) from operations
Investment revenue
(Loss) before tax
Tax (charge)/credit
2014
Total
£’000
2013
Total
£’000
62,865
(58,593)
77,521
(71,624)
4,272
5,897
(2,549)
(2,948)
(3,358)
(3,694)
(1,225)
(1,155)
70
108
(1,155)
(1,047)
-
63
Notes
3
4
6
7
(Loss) for the year and total comprehensive (loss)
(1,155)
(984)
Basic and diluted (loss) per ordinary share
9
(4.10)p
(3.49)p
27
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014
NORTHAMBER PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
At 30 June 2014
Share
Capital
£’000
Share
Retained
Capital
Premium Redemption Earnings
Reserve
Account
£’000
£’000
£’000
Total
Equity
Total
£’000
Balance at 1 July 2012
281
5,734
1,505
16,606
24,126
Dividends
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
Dividends
Transactions with owners
Loss and total comprehensive
loss for the year
-
-
-
-
-
-
-
-
-
(168)
(168)
(168)
(168)
(1,155)
(1,155)
Balance at 30 June 2014
281
5,734
1,505
14,003
21,523
28
NORTHAMBER
NORTHAMBER PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
At 30 June 2014
Share
Capital
£’000
Share
Retained
Capital
Premium Redemption Earnings
Reserve
Account
£’000
£’000
£’000
Total
Equity
Total
£’000
Balance at 1 July 2012
281
5,734
1,505
16,542
24,062
Dividends
Transactions with owners
Loss and total comprehensive
loss 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
Dividends
Transactions with owners
Loss and total comprehensive
loss for the year
-
-
-
-
-
-
-
-
-
(168)
(168)
(168)
(168)
(1,612)
(1,612)
Balance at 30 June 2014
281
5,734
1,505
13,012
20,532
29
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014
NORTHAMBER PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 30 June 2014
Non current assets
Property, plant and equipment
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Total liabilities
Net assets
Equity
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Notes
2014
£’000
2013
£’000
10
12
13
14
8,333
8,601
5,053
11,689
5,076
21,818
6,765
8,475
6,136
21,376
30,151
29,977
15
(8,628)
(7,131)
(8,628)
(7,131)
(8,628)
(7,131)
21,523
22,846
17
281
5,734
1,505
14,003
281
5,734
1,505
15,326
Equity shareholders’ funds
21,523
22,846
The financial statements on pages 27 to 50 were approved by the board of directors on 29 October 2014
and were signed on its behalf by:
D.M. Phillips J.P. Henry
Chairman
Operations Director
30
NORTHAMBER
NORTHAMBER PLC
COMPANY STATEMENT OF FINANCIAL POSITION
At 30 June 2014
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
Total liabilities
Net assets
Equity
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Notes
10
11
12
13
14
16
2014
£’000
1,943
6,588
8,531
5,053
11,692
5,071
14
2013
£’000
2,078
6,588
8,666
6,765
8,475
6,102
14
21,830
21,356
30,361
30,022
15
(9,829)
(7,710)
(9,829)
(7,710)
(9,829)
(7,710)
20,532
22,312
17
281
5,734
1,505
13,012
281
5,734
1,505
14,792
Equity shareholders’ funds
20,532
22,312
The financial statements on pages 27 to 50 were approved by the board of directors on 29 October 2014
and were signed on its behalf by:
D.M. Phillips J.P. Henry
Chairman
Operations Director
Company Registration number: 01499584
31
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014
NORTHAMBER PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2014
Cash from operating activities
Operating (loss) from continuing operations
Depreciation of property, plant and equipment
(Profit) on disposal of property, plant and equipment
2014
£’000
(1,225)
265
(1)
2013
£’000
(1,155)
531
(1)
Operating (loss)/ profit before changes in working capital
(961)
(625)
Decrease/(increase) in inventories
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
1,712
(3,214)
1,497
(32)
6,184
(3,447)
Cash (used)/generated from operations
(966)
2,080
Income taxes repaid
-
21
Net cash from operating activities
(966)
2,101
Cash flows from investing activities
Interest received
Proceeds from disposal of property, plant and equipment
Purchase of property, plant and equipment
Cash flows from financing activities
Dividends paid to equity shareholders
Net cash used in financing activities
70
30
(26)
74
(168)
(168)
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
(1,060)
6,136
Cash and cash equivalents at end of year
5,076
108
1
(82)
27
(296)
(296)
1,832
4,304
6,136
32
NORTHAMBER
NORTHAMBER PLC
COMPANY STATEMENT OF CASH FLOWS
For the year ended 30 June 2014
Cash from operating activities
Operating (loss) from continuing operations
Depreciation of property, plant and equipment
(Profit) on disposal of property, plant and equipment
2014
£’000
(1,681)
132
(2)
2013
£’000
(1,630)
406
(1)
Operating (loss) before changes in working capital
(1,551)
(1,225)
Decrease/(increase) in inventories
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
1,712
(3,217)
2,119
(32)
6,184
(2,862)
Cash (used)/generated from operations
(937)
2,065
Income taxes repaid
-
21
Net cash from operating activities
(937)
2,086
Cash flows from investing activities
Interest received
Proceeds from disposal of property, plant and equipment
Purchase of property, plant and equipment
Cash flows from financing activities
Dividends paid to equity shareholders
Net cash used in financing activities
70
30
(26)
74
(168)
(168)
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
(1,031)
6,102
Cash and cash equivalents at end of year
5,071
108
1
(82)
27
(296)
(296)
1,817
4,285
6,102
33
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
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 page 52. The nature
of the company’s operations and its principal activities are set out in the Strategic Report and the Directors’
Report on pages 7 to 14.
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 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 2014
or 30 June 2013.
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
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.
Critical accounting judgements
The directors do not consider there to be any critical accounting judgements.
34
NORTHAMBER NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
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.
35
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014 NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
Taxation (continued)
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 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
4-7% 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.
36
NORTHAMBER NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
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. 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 profit or loss.
37
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014 NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
Financial instruments (continued)
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
Share Premium
- represents the nominal value of equity shares.
- 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
Retained Earnings
- represents the nominal value of shares which have been redeemed
and cancelled.
- 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.
38
NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
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 2013
Total Segment revenue
Year to 30 June 2014
Total Segment revenue
UK
£’000
Other
£’000
Total
£’000
77,013
508
77,521
62,645
220
62,865
One customer accounted for more than 10% of the group’s revenue for the year, being £11.4m.
39
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
4. Loss from operations
Operating loss is stated after (crediting)/charging:
Foreign exchange loss/(gains)
Depreciation of property, plant and equipment
Amounts written off inventory
(Profit) on disposal of property, plant and equipment
Operating lease charges – land and buildings
Fees paid to the company’s auditor
for the audit of the company annual financial statements
for non-audit services
2014
£’000
2013
£’000
16
265
232
(1)
6
42
3
38
531
75
(1)
6
42
-
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 £1,612,000 (2013: loss of £1,454,000) 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
2014
Number
29
35
20
2
2013
Number
35
48
27
3
86
113
2014
£’000
2,757
290
77
2013
£’000
3,379
353
103
3,124
3,835
40
NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
Included in the above is key management personnel compensation of £172,000 (2013: £170,000). Full
details of director’s remuneration are set out in the Report to Shareholders by the Board on Directors’
Remuneration on page 16. 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.
6. Investment revenue
Bank interest receivable
Other interest receivable
Rental income
7. Tax on loss/profit on ordinary activities
Current taxation
UK corporation tax: credit for the year
Adjustment in respect of prior periods
Loss relief against prior year
Deferred tax:
Credit for the year
Charge/(credit) for the year
Group
2014
£’000
66
1
3
2013
£’000
38
70
-
70
108
Group
2014
£’000
2013
£’000
-
-
-
-
-
(14)
(4)
-
(45)
(63)
The charge for the year can be reconciled to the profit per the Statement of comprehensive income as
follows:
Group
2014
£’000
2013
£’000
(Loss)/profit on ordinary activities before tax
(1,155)
(1,047)
Tax at the UK corporation tax rate of 20% average (2013:20%)
Losses carried forward
Expenses not deductible for tax purposes
Depreciation in excess of capital allowances
Adjustment in respect of prior periods
Total actual amount of (credit)/charge for the year
(231)
155
(76)
31
45
-
-
(209)
107
(102)
10
33
(4)
(63)
The Group has tax losses of £1,550,000 (2013: £700,000) to carry forward
41
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 20
8. Dividends
Amounts recognised as distribution to equity holders in the period:
Dividends paid in year
Final – for year ended 30 June 2013
Interim – for year ended 30 June 2014
Proposed final for the year ended 30 June 2014
2014
2013
Pence Per
Share
£’000
Pence Per
Share
£’000
0.30
0.30
0.60
0.30
84
84
168
84
0.75
0.30
1.05
0.30
211
84
295
84
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
2014
£’000
2013
£’000
(1,155)
(984)
2014
Number
2013
Number
Weighted average number of ordinary shares for the purpose of
basic earnings per share and diluted earnings per share
28,158,735
28,158,735
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.
42
NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
10. Property, plant and equipment
Group
Cost
At 1 July 2012
Additions
Disposals
At 30 June 2013
Depreciation
At 1 July 2012
Depreciation charge for the year
Disposals
At 30 June 2013
Net book value at 30 June 2013
Group
Cost
At 1 July 2013
Additions
Disposals
At 30 June 2014
Depreciation
At 1 July 2013
Depreciation charge for the year
Disposals
At 30 June 2014
Net book value at 30 June 2014
Land and
Buildings
£’000
Plant and
Equipment
£’000
10,956
-
(1,704)
1,345
82
(13)
Total
£’000
12,301
82
(1,717)
9,252
1,414
10,666
2,070
457
(1,704)
823
8,429
9,252
-
-
9,252
823
189
-
1,012
8,240
1,181
74
(13)
1,242
172
3,251
531
(1,717)
2,065
8,601
1,414
26
(47)
10,666
26
(47)
1,393
10,645
1,242
76
(18)
1,300
93
2,065
265
(18)
2,312
8,333
The directors obtained independent valuations on the land and buildings made on a going concern basis for
existing use terms. The valuer has assessed the fair value of the land and buildings held by the company to
be £9,000,000, which exceeds the carrying amount by £760,000.
43
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
Company
Cost
At 1 July 2012
Additions
Disposals
At 30 June 2013
Depreciation
At 1 July 2012
Depreciation charge for the year
Disposals
At 30 June 2013
Net book value at 30 June 2013
Company
Cost
At 1 July 2013
Additions
Disposals
At 30 June 2014
Depreciation
At 1 July 2013
Depreciation charge for the year
Disposals
At 30 June 2014
Net book value at 30 June 2014
Land and
Buildings
£’000
Plant and
Equipment
£’000
4,277
-
(1,704)
2,573
2,039
332
(1,704)
667
1,906
2,573
-
-
2,573
667
56
-
723
1,850
1,345
82
(13)
1,414
1,181
74
(13)
1,242
172
1,414
26
(47)
1,393
1,242
76
(18)
1,300
93
Total
£’000
5,622
82
(1,717)
3,987
3,220
406
(1,717)
1,909
2,078
3,987
26
(47)
3,966
1,909
132
(18)
2,023
1,943
44
NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
11. Investment in group companies
Company
Cost
At 1 July 2013 and 30 June 2014
Total
£’000
6,588
In the opinion of the directors, the 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
Country of
Incorporation
England
England
England
England
% owned
100
99
100
100
Status
Operational
Dormant
Dormant
Dormant
12. Inventories
Goods for resale
Group and Company
2014
£’000
5,053
2013
£’000
6,765
Cost of sales include £58,494,000 (2013: £71,444,000) 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 2014 against which provision has been made was £3,390,000 net of the provision. (2013: £5,172,000).
13. Trade and other receivables
Trade receivables
Less provision for impairment of receivables
Group
Company
2014
£’000
11,669
(79)
2013
£’000
8,598
(235)
2014
£’000
11,669
(79)
2013
£’000
8,598
(235)
Net trade receivables
11,590
8,363
11,590
8,363
Other receivables
Prepayments
42
57
16
96
42
60
16
96
11,689
8,475
11,692
8,475
An allowance has been made for estimated at risk amounts from the sale of goods of £79,000 (2013:
£235,000). 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.
45
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
The average days credit is 56 days (2013: 34 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 is 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
Ageing 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
2014
£’000
199
11
72
2013
£’000
22
7
48
282
77
As at 30 June 2014 trade receivables of £79,000 (2013: £235,000) were impaired: the ageing of these trade
receivables was
30 - 60 days past due
60 - 90 days past due
90+ days past due
Total
Trade and other receivables allowance for doubtful debts
Balance at beginning of period
Amounts written off as uncollectable
Potential impairment increase/(reduction)
Total
Group and Company
2014
£’000
-
16
63
2013
£’000
-
68
167
79
235
Group and Company
2014
£’000
235
(26)
(130)
79
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 carrying value of each class of receivable mentioned above. The
group does not hold any collateral as security.
46
NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
14. Cash and cash equivalents
Bank balances and cash in hand
Group
Company
2014
£’000
5,076
2013
£’000
6,136
2014
£’000
5,071
2013
£’000
6,102
Cash and cash equivalents in statement of cash flows
5,076
6,136
5,071
6,102
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
Company
2014
£’000
7,984
-
40
305
92
200
7
2013
£’000
6,145
-
156
447
88
288
7
2014
£’000
7,984
1,253
40
267
92
193
-
2013
£’000
6,145
586
156
447
88
288
-
8,628
7,131
9,829
7,710
The financial liabilities shown above are those which were outstanding at 30 June 2014. The average credit
period taken for trade payables is 41 days (2013: 26 days).
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 Strategic Report, to ensure that for all practical purposes creditors are paid in
accordance with the credit terms agreed with the suppliers.
16. Tax liabilities
Group
2014
£’000
2013
£’000
Company
2014
£’000
2013
£’000
Corporation tax (payable) / receivable
(7)
(7)
14
14
47
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
17. Share capital Group and Company
At 30 June 2014 and 2013
Issued and fully paid shares of 1p each
At 30 June 2014 and 2013
Number
80,000,000
28,158,735
£’000
2,000
281
At 30 June 2014, 664,365 (2013: 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.
18. Capital commitments
There were no capital commitments at 30 June 2014 (2013: £Nil).
19. Operating lease arrangements
Minimum lease payments under operating
leases recognised in profit or loss for the year
Group
2014
£’000
2013
£’000
Company
2014
£’000
2013
£’000
6
6
607
607
At 30 June 2014, 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
Company
2014
£’000
6
6
12
2013
£’000
6
6
12
2014
£’000
607
757
1,364
2013
£’000
607
757
1,364
The freehold of the warehouse was purchased on 23 April 2012 by Anitass Limited, a 100% subsidiary of
Northamber plc.
48
NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
20. Related party transactions
Mr D.M. Phillips is the ultimate controlling party of the company.
During the year, the company paid £601,000 (2013: £601,000) rent to Anitass Limited, a wholly owned
subsidiary. At the year end Northamber plc owed Anitass Ltd £1,253,000 (2013: £586,000)
At the year end, £1.73 million (2013: £Nil) and Nil Canadian Dollars (2013: 1.40 million Canadian
Dollars) were held by the company on Mr D.M. Philips’ behalf.
Interest of £14,530 earned during the year, is included within the balance of £1.73 million.
21. Post balance sheet events
There were no material post balance sheet events, adjusting or non-adjusting.
22. 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.
23. Financial instruments exposure
The interest rate exposure of the financial assets and liabilities of the group and company as at 30 June 2014
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 or equity.
Note 13 above refers to further matters relating to credit risk as does the Strategic Report under the
heading of Financial Risk.
Floating
£’000
Zero
£’000
Total
£’000
Group
Financial assets – loans and receivables
Cash and cash equivalents:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Trade and other receivables
Total
4,712
185
179
-
5,076
-
-
-
11,632
11,632
4,712
185
179
11,632
16,708
49
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
Financial liabilities at amortised cost
Trade payables:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Other payables
Total
Floating
£’000
-
-
-
-
-
Zero
£’000
7,674
123
187
40
8,024
Floating
£’000
Zero
£’000
Company
Financial assets – loans and receivables
Cash and cash equivalents:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Trade and other receivables
Total
Financial liabilities at amortised cost
Trade payables:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Other payables
Total
4,707
185
179
-
5,071
Floating
£’000
-
-
-
-
-
-
-
-
11,632
11,632
Zero
£’000
7,674
123
187
40
8,024
Total
£’000
7,674
123
187
40
8,024
Total
£’000
4,707
185
179
11,632
16,703
Total
£’000
7,674
123
187
40
8,024
The directors estimate that an increase or decrease in annual average interest rates of 0.5% would increase/
decrease profit before tax by approximately £28,000 (2013: £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 due within 60 days.
50
NORTHAMBER
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 12 December 2014 at 12 noon for the following purposes:-
1.
2.
3.
4.
5.
6.
7.
8.
To receive and adopt the company’s accounts for the year ended 30 June 2014 and the directors’ and
auditors’ reports thereon.
To propose the following ordinary resolution: That the directors’ remuneration report for the year
ended 30 June 2014 be received and approved.
To declare a dividend on the ordinary shares of the company.
Re-elect Mr R.F. Heath as a director.
Re-elect Mr D.M. Phillips as a director.
Re-elect Mr A.G.K. Hamilton as a director.
Re-elect Mr J.P. Henry as a director.
To re-appoint Grant Thornton UK as auditors and to authorise the directors to fix their remuneration.
ORDINARY RESOLUTION
9.
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
10. 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 12 March 2016 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.
11. 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:
51
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014 NOTICE OF MEETING (continued)
(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;
(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:
Namber House
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
52
(b) the Register of Directors’ Interests.
NORTHAMBER
THIS PAGE IS INTENTIONALLY LEFT BLANK
53
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014 THIS PAGE IS INTENTIONALLY LEFT BLANK
54
NORTHAMBER THINK
YOU KNOW
NORTHAMBER?
THINK AGAIN. SEE INSIDE.
OVER A DOZEN
NEW VENDORS
CHANGING THE FACE
OF I.T DISTRIBUTION
(AGAIN!)
OVER A DOZEN
NEW PRODUCT
SPECIALISTS
NEW
INDEPENDENT
RETAIL TEAM
PROFESSIONAL
I.T INSTALLATION
SERVICES
©Northamber 2014 E and O.E.
PCRfrontCover-Northamber_170716.indd 2
Total Distribution™
12/06/2014 16:22:50
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©Northamber 2014 E and O.E. Prices appear as trade and exclude VAT & delivery. Prices stated as at 18th July ‘14.
PCRinsidePg-Northamber_170711.indd 3
12/06/2014 15:54:16
PCRmag-Sept-Gaming_170858.indd 4
21/08/2014 11:56:13
PCRpageAd-ClassSolution_170820.indd 2
22/07/2014 16:56:45
Northamber Delivers
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PrintITresellerAd-Oct-ScanSnap_171043.indd 1
20/10/2014 16:02:54
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PCRmag-Nov-Computing_171045.indd 1
16/10/2014 17:32:11
Northamber Delivers...
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220914_InFocusVSacerFTS_CRNpage_170958.indd 1
17/09/2014 17:46:57
55
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2014
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
northamber
56
Total Distribution™