northamber
REPORT & ACCOUNTS
FULL YEAR ENDED 30th JUNE 2019
TM
CONTENTS
Summary Information
Strategic Report:
- Chairman’s Statement
- Strategy and performance
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
17-24
25
26
27-29
30
31-32
33-34
35-36
37-57
58-59
3
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER 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 are listed on AIM, a market operated and regulated by the London Stock Exchange under
stock symbol “NAR”.
Summary of last five years’ trading
Revenue
(Loss)/Profit before tax
(Loss)/earnings per share
Net Assets per share
Dividends paid per share (net)
Years ending 30 June
2019
£’000
50,329
(598)
(2.17)p
60.8p
0.2p
2018
£’000
58,136
(489)
(1.74)p
62.2p
0.2p
2017
’000
57,288
(999)
(3.55)p
64.1p
0.2p
2016
£’000
61,844
(1,233)
(4.38)p
67.9p
0.4p
2015
£’000
65,452
(886)
(3.15)p
72.7p
0.6p
4
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
NORTHAMBER PLC
STRATEGIC REPORT
CHAIRMAN’S STATEMENT
I am writing in my capacity as Acting Chairman, a role I have assumed as David Phillips is currently suffering
from ill health and it may be some time before he is fully recovered and able to resume his role as Chairman.
We have an experienced board and strong management team upon which to rely until such time as David
returns.
This year has been dominated by the sale of the Company’s freehold warehouse facility in Weybridge, albeit
that it took place shortly after the year end and the impact is not therefore reflected in these accounts. I will
cover this in more detail later in this statement, but I shall now turn to the year under review.
Trading
At first glance, the headline results for the year appear disappointing with turnover of £50.3 million against
£58.1 million for the previous year, but further analysis provides an insight into the underlying trends in the
business. It is also important to recall that we took a deliberate decision to exit lower margin, commoditised
product groups, which saw a material reduction in turnover between the first and second half of the year
ended 30 June 2018. So, there is a steadier picture when comparing the revenues for the second half of FY2018,
with the two halves of FY2019.
The first half of FY2019 was impacted by the previously reported supplier contract breach. The legal case we
brought against the supplier continues, and we are still incurring legal costs. Turnover in H2 at £26.1 million
was £1.8 million higher than for H1 and Gross Profit increased by £0.26 million to £2.3m, with the gross margin
increased from 8.4% to 8.8%. The year on year improvement in gross margin was more pronounced, rising
from 7.82% to 8.6%. The process of expansion of the more rewarding strategic Audio Visual & Solutions
products continues and is reflected in these figures, along with the reduction in the proportion of lower margin
products.
I believe that these figures show the strengthening trading business we are building, with a considerable
improvement and confirms our policy of expanding profitable product ranges.
Financial Position
The sale of the Weybridge warehouse property after the period end will of course have a very significant
impact on the shape of the balance sheet but we closed the financial year in a strong position.
Based on the position at 30 June 2019, which excludes the £16.4 million cash proceeds from the property sale,
the Company had a very strong balance sheet with a net current assets ratio of 2.2 compared with 2.4 in the
previous year and cash on hand of £3.4 million compared with £5.1 million in the previous year.
The working capital ratios all increased this year which were the result mainly of changes in the structure of the
product range and in the supplier/customer profiles.
At 30 June 2019 the Net Assets per share were 60.8p (2018: 62.2p), based on the Balance Sheet values including
our two unencumbered freehold properties (but before the sale of the Weybridge property).
Sale of the Property
It is too early to report on how best to apply the proceeds of the sale of the warehouse property; there are a
number of options open to the board on how best to utilise these funds for the benefit of the company and
the shareholders. We also need to decide on an appropriate course of action in relation to our overall property
requirements. We shall of course be reporting the outcome of any decision made in due course.
5
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER NORTHAMBER PLC
STRATEGIC REPORT
CHAIRMAN’S STATEMENT (continued)
Dividend
Having regard to the strength of the Group’s debt free tangible asset base, the Board is proposing to pay an
increased final dividend of 0.3p per share, at a total cost of £82,498 which will be paid on 17 January 2020 to
shareholders on the register on 13 December 2019.
Staff
As in previous years the Board would like to express their great appreciation for the dedication and effort
produced by the staff during the year as we continue to drive changes in strategy.
Outlook
It is our intention to continue to implement the strategy of product and margin improvements which is
showing positive results. It remains, however, beyond our ability to control or remove those restraints and
constraints which have applied for the last few years. These have not abated and are even more applicable in
the current climate of uncertainty.
As mentioned above, the Board will be deliberating the most appropriate strategy to grow the business and
maximise shareholder value, whilst also balancing the longer-term requirements for appropriate property
facilities.
The future of the Company, with the resources available to it, looks more promising despite the wider economic
and political backdrop, and I look forward to updating you on progress in due course.
G.P. Walters
13 November 2019
6
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 STRATEGY AND PERFORMANCE
The directors present their strategic report on the group for the year ended 30 June 2019.
This report provides an overview of the group’s strategy, its business model and a review of how the group
has performed for the year. It also sets out the principal risks involved in its business and the financial position
of the group at the year end. There are also some comments and observations on the future prospects for the
company.
1. The Group’s Strategy
As explained below in the notes on the business model, the group is not directly involved with the ultimate
users of the products it sells. It acts 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 has always 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 this has been extended over the years to include not
only computers themselves but also a wide range of peripheral and ancillary related products including
audio visual.
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 products
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.
7
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER STRATEGY AND PERFORMANCE (continued)
The principal KPIs which are used and which have been reported elsewhere in our Annual Report are the
following:-
Ratio
Revenue
Gross Profit
Stock Turn
Debtor Days
Creditor Days
Net Assets per share
Working Capital Ratio *1
Format
£m
%
Times
Days
Days
Pence
Times
2018-19
50.3
8.61
13.9
57
42
60.81
2.0
2017-18
58.1
7.82
15.9
42
34
62.2
1.9
*1 Working Capital Ratio is calculated by adding Inventory and Net Trade Receivables, divided by Trade
Payables
Debtor days have increased due to a 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
For some time the group has been following a strategy of change away from the basic hardware type
products which are in the main physically larger type products with relatively low margin and subject to
great price pressure, towards more application intensive type products where there is greater scope for
adding value and gaining margin.
However such changes need very careful planning and implementation to minimise the inevitable
consequences which usually includes not only significant costs upfront before the benefits of the changes
are manifest but also some tail off of some parts of the existing business.
There was a continuation of the move towards consolidation in some parts of the industry, particularly in
relation to those parts of the industry towards the ultimate consumer end of the industry.
The underlying changes which have been and are continuing to be made to the structure of the business
will, it is anticipated, make significant improvements in both turnover and margins in due course, although it
will take a little time before they are seen to be fully effective and reflected in results.
8
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 STRATEGY AND PERFORMANCE (continued)
5. Financial Review and Position
Turnover decreased by £7.8 million compared with the previous year largely as a result of continued move
away from empty revenue products and the affect from aforementioned actions of a prior supplier. Our
focus on growing strategic business where we can add and capture more value however was reflected in
the increased gross margin both for the full year and indeed half on half within the year.
Our cash balance at the end of financial year was £1.63 million less than last year at £3.44 million due to the
change in customers and suppliers terms whilst remaining debt free.
Some 46.0% of the Net Assets comprise the carrying value of freehold properties, 20.7% cash and the
balance working capital. The Net Assets were 60.8p per share which represented more than the highest
share price of 29.5p 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. 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 2019 | NORTHAMBER STRATEGY AND PERFORMANCE (continued)
Credit Risk
The group’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, third party credit references and credit insurance levels. Credit limits
are reviewed on a regular basis in conjunction with debt ageing and collection history. Given the current
economic climate the company feel it prudent to maintain Credit Insurance.
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 24. 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 of data loss 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 Statement of Financial Position. The
company has sufficient working capital to enable it to meet its requirements.
Market Risk
The group is subject to both general market conditions and particularly to those affecting its own particular
industry. The group 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 group 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 group 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 | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 STRATEGY AND PERFORMANCE (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.
Brexit
There is still a large amount of uncertainty surrounding Brexit including timescales and effects. The main
potential risks to the Business are Foreign Exchange rate, disruption of supply chain, customers and
workforce. As our customers are mainly based in UK mainland we do not envisage any major issues. We
do not envisage any major issues with our workforce. As detailed above we constantly review our Foreign
Exchange rate exposure and will continue to do this. We work closely with our suppliers to minimise any
potential disruptions to supply of the products.
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 last year as we invested significantly in our
new focus categories to 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 the new categories we are
developing and 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.
8. Events after the reporting period
On 8 July 2019 the group sold its freehold distribution centre realising net proceeds of £16.4 million. The
group has negotiated a lease of the warehouse for two years at an annual rental of £175,000.
By order of the Board
J.P. Henry
Operations Director
13 November 2019
11
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER REPORT OF THE DIRECTORS
The directors have pleasure in presenting their report and the accounts for the year ended 30 June 2019.
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. As described in the Strategic Report these freehold premises were sold after the year end. The other
subsidiaries of Northamber plc are dormant and not material to the financial statements for the year to 30 June
2019.
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 24 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 2019
Ordinary dividends
Previous year’s final dividend paid
Interim paid
2019
£’000
28
27
55
2018
£’000
28
28
56
The final proposed dividend of 0.3p (2018: 0.1p) will be paid on 17 January 2020 to all members on the register
at the close of business on 13 December 2019.
Directors
Directors of the company who have served at any time during the year are listed on page 26.
Directors’ indemnity provision
Qualifying third-party indemnity provision was in place for all directors throughout the financial year and at the
date of approval of this report.
12
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
REPORT OF THE DIRECTORS (continued)
Share Capital
At 30 June 2019, the company had 27,356,586 (2018: 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 827,149 ordinary shares of 1p each in the year. The aggregate consideration paid
for the shares was £224,156, The directors have authorised the repurchase of shares in accordance with the
authority under the special resolution passed at the last AGM and in accordance with the advice given by the
company’s Nominated Advisor & Broker to improve the return for the share holders rather than holding the
money under deposit in the bank account. 802,149 of the shares were cancelled in the year, being 2.8% of the
issued share capital and at the year end there were 25,000 of the shares held in Treasury. The minimum number
of shares in issue at any time in the year was 27,356,586.
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 1 November 2019.
Mr D.M. Phillips
BNY(OCS) Nominees Limited
Mr H.W. Matthews
Mr & Mrs J. Rockliff
Mr M. Chadwick
Purchase of Own Shares
Ordinary Shares of 1p each
63.03%
11.57%
3.67%
3.66%
3.08%
At the end of the year, the directors had authority, under the shareholders’ resolutions of 14 December 2018
to purchase through the market 2,735,658 (2018: 2,815,874) of the company’s ordinary shares at prices ranging
between 1p and 105% (2018: 1p and 105%) of the average middle market quotations for those shares as derived
from 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 18 December 2019, the date of the next Annual
General Meeting.
Auditors
During the year the directors appointed RSM UK Audit LLP as auditor. A resolution to re-appoint RSM UK Audit
LLP as the group’s auditors will be proposed at the forthcoming Annual General Meeting.
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.
The company fulfils its obligations towards employees who are disabled or who become so whilst in the
employment of the company.
13
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
REPORT OF THE DIRECTORS (continued)
Customers and Suppliers
The directors foster and maintain strong relationships with customers and suppliers.
Events after the reporting period
Details of important events occurring after the end of the reporting period are described in the Strategic
Report, and the details are incorporated into this directors’ report by cross-reference.
Statement of disclosure to auditor
The directors confirm that:
•
•
in so far as each director 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.
By order of the Board
S. Yoganathan ACMA
Company Secretary
13 November 2019
14
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 REPORT TO SHAREHOLDERS BY THE BOARD ON DIRECTORS’ REMUNERATION
The group voluntarily provides the following Directors’ Remuneration Report
Remuneration Committee
The Remuneration Committee comprised the non-executive directors Mr C.M. Thompson (from February
2019) and Mr G.P. Walters. 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) 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;
(b)
link individual remuneration packages to the company’s performance through target-related bonuses
which are not considered to be excessive in terms of salary;
(c) 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 packages for executive directors 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.
15
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER REPORT TO SHAREHOLDERS BY THE BOARD ON DIRECTORS’ REMUNERATION
(continued)
Directors’ Detailed Emoluments
Details of directors’ emoluments are as follows:
Salaries and
Fees
2019
2018
£’000 £’000
Benefits
2019
2018
£’000 £’000
Pension
2019
2018
£’000 £’000
Total
2019
2018
£’000 £’000
-
72
-
72
15
5
12
5
-
10
-
10
20
20
7
15
87
20
7
12
87
20
-
-
10
-
-
-
-
-
10
99
102
20
17
10
10
129
129
Executive
Mr D.M. Phillips
Mr J.P. Henry
Non-Executive
Mr G.P. Walters
Mr C.M. Thompson
(Appointed on
27 February 2019)
Mr R.F. Heath
(Resigned on
12 December 2017)
For the year ended 30 June 2019, Mr D.M. Phillips has waived £180,000 of his salary (2018: £180,000 was waived).
Directors’ Interests
Directors in office at 30 June 2019 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 J.P. Henry
Mr G.P. Walters
Mr C.M.Thompson
30 June 2019
17,243,055
-
-
-
14,500
30 June 2018
17,243,055
5,000
-
-
-
Between 30 June 2019 and 1 November 2019 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 1 November 2019 was 45.5p.
The range of market prices during the year was 28.0p to 29.5p.
S. Yoganathan ACMA.
By order of the Board
13 November 2019
16
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
CORPORATE GOVERNANCE
The Corporate Governance Report forms part of the Directors’ Report included here on pages 12 to 14.
Northamber plc (“the Company”) is an AIM quoted Company and is committed to high ethical values and
professionalism in all its activities. As an essential part of this commitment is that the Directors acknowledge
the importance of high standards of Corporate Governance and, given the Group’s size and the constitution of
the Board, have decided to apply the principles set out in the Corporate Governance Code for small and mid-
sized companies published by the QCA in April 2018 (‘‘QCA Code’’). The Board is accountable to the Company’s
shareholders for good Governance.
CORPORATE GOVERNANCE POLICY
The group’s policy on Corporate Governance is published on the group’s website which is
www.northamber.com.
The Company’s objective is in alignment with the purpose of the Code in that it is to deliver growth in long-
term shareholder value and to deliver benefits to other stakeholders, accompanied by good communication to
promote confidence and trust.
Set out below are the principles of the QCA Code and the Company’s approach to compliance with the Code, in
support of its medium to long term success. In some areas, further development is required internally to more
fully comply with the Code and as these take place the website will be updated.
Strategy for long term shareholder growth
The Company’s strategy is set out in full on page 7. Whilst the basic strategy remains the same, changes to its
implementation from time to time to meet changing circumstances are determined by the Board as necessary.
The management team, reporting to the Board, is responsible for implementing the strategy and managing the
business at an operational level.
Meeting shareholders’ needs and expectations
As set out on page 13 under Substantial Shareholdings, 85.01% of the shares are held by five parties, of which
the Chairman holds 63.03%, leaving only 14.99% in other shareholders’ hands. The Chairman is in contact
with shareholders from time to time and via the Company’s brokers issues the Half-yearly Statements and
other statutory information. In addition, the holding of an Annual General Meeting at a convenient time and
place enables contact between shareholders and Directors. Notice of the Annual General Meeting 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.
Shareholders may, at any time, communicate with the Company either via the Company Secretary or through
the Company’s brokers.
The Company intends to announce the detailed results of Shareholder voting at the AGM to the market,
including any actions to be taken as a result of resolutions for which votes against have been received from at
least 20 per cent of independent shareholders.
The Company has a policy of being socially responsible and has established Social and Community Policy
to be followed by the Company in respect of Social, Community and Environmental matters. The Board also
recognises the need to maintain effective working relationships across a range of stakeholder groups, including
shareholders, employees, partners and suppliers.
The Company’s operations and working methodologies take account of the need to balance the needs of all of
these stakeholder groups while maintaining focus on the Board’s primary responsibility to promote the success
of Northamber for the benefit of its members as a whole.
17
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER CORPORATE GOVERNANCE (continued)
Effective Risk Management
The Board is responsible for the systems of risk management and internal control and for reviewing their
effectiveness. The internal controls are designed to manage rather than eliminate risk and provide reasonable
but not absolute assurance against material misstatement or loss. The Company’s detailed approach to the
management of risk is set out in the section on Principal Risks and Uncertainties on pages 9 to 11. There is a risk
assessment carried out by the Board at regular intervals.
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.
Effective, well functioning Board, with up to date skills and experience
The Board normally comprises 2 executive and 2 independent non-executive Directors.
The biographies of the Directors are set out on page 26. Similarly the method of establishing the effectiveness
and appropriateness of the Board is set out on page 23. This process includes the assessment of the range of
skills and an evaluation of the effectiveness of each Director.
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, in every year at least one-third of the Directors offer
themselves for re-election at the Annual General Meeting.
The Board is responsible to the shareholders for the proper management of Northamber and meets at least
four times a year to set the overall direction and strategy, to review operational and financial performance and
to advise on management appointments. All key operational and investment decisions are subject to Board
approval. The Board also regularly discusses matters informally through the year. Any Board member may
request the Company Secretary to report on any specific matter and prepare information for discussion at the
Board meetings.
In addition to the Main Board there is an Audit Committee and Remuneration Committee, in each case chaired
by a non executive Director. Further details regarding the responsibilities of these committees can be found on
pages 21 to 22.
18
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 CORPORATE GOVERNANCE (continued)
In view of the size of the Company and its share and Board structure it has determined that the appointment of
a Nominations Committee is not warranted.
Below the Main Board there is an Operations Committee comprising the executive Directors and senior
management of the Company.
The Director’s attendance at board meetings is shown on page 21.
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.
The Chairman, in conjunction with the executive team, ensures that the Directors’ knowledge is kept up to date
on key issues and developments pertaining to financial and governance matters, its operational environment
and to the Directors’ responsibilities as members of the Board. During the course of the year, Directors received
updates from the Company Secretary and various external advisers on a number of corporate governance
matters.
Corporate Culture and Ethical Structures
The corporate culture and ethics is based on honesty and integrity in all matters and relating to all parties.
There are policies in place within the working practices within the Company to ensure compliance with the
high standards set. Whistle blowing provisions are also in place to deal with any infringements of the policies.
The policies are regularly reviewed, updated and communicated to all staff.
The Company has adopted a share dealing code for the Directors and certain employees, which is appropriate
for a company whose shares are admitted to trading on AIM (including relating to the restrictions on dealings
during close periods in accordance with MAR and with Rule 21 of the AIM Rules for Companies). The Company
takes all reasonable steps to ensure compliance with the share dealing code by the Directors and any relevant
employees.
19
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER CORPORATE GOVERNANCE (continued)
Governance Structures and Processes
The Corporate Governance structure and processes are set out on pages 17 to 24.
The Board is led by the executive chairman and is responsible for the overall direction and strategy of the
Company. The non-executive Directors are responsible for bringing independent and objective judgment to
Board decisions, bringing 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 Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules
and regulations are complied with.
The Board has established an Audit Committee and a Remuneration Committee, each with formally delegated
duties and responsibilities.
The Audit Committee, which meets at least twice a year, is responsible for keeping under review the scope and
results of the audit, its cost effectiveness and the independence of the auditor.
The Remuneration Committee, which meets at least once a year, is responsible for considering the
remuneration packages for executive Directors and making recommendations as appropriate.
The Directors’ Remuneration Report is set out on pages 15-16.
Detailed processes and procedures are in place and available to all employees on a dedicated in house system
to ensure that all operations, actions and decisions made by the employees are fully compliant and avoid
undue risk.
The internal procedures are reviewed and updated regularly to maintain the highest level of standards.
Communication
The Board places a high priority on regular communications with its various stakeholder groups and aims to
ensure that all communications concerning Northamber’s activities are clear, fair and accurate. In addition to
the statutory published information, the Company regularly updates its website for the benefit of shareholders,
customers and suppliers. Communications with employees are maintained both by personal interaction with
the Directors and senior management on a daily basis and through formal procedures. Communications with
professional advisers ensure that the Company maintains and complies with up to date regulations regarding
both internal and external communications.
The results of voting on all resolutions in future general meetings will be posted to the website, including any
actions to be taken as a result of resolutions for which votes against have been received from at least 20 per
cent of independent shareholders.
DIRECTORS
Board of Directors
The group is led and controlled through the Board of Directors, which during the year comprised two executive
and two non-executive directors. Biographical details of each director in office during the year appear on page 26.
All directors have access to the advice and services of the company secretary and the board has established
a procedure whereby any director may seek independent professional advice in the furtherance of his duties
at the company’s expense. All directors are able to allocate sufficient time to the company to discharge their
responsibilities.
As required by the company’s articles of association, directors offer themselves for re-election at least once
every three years.
20
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 CORPORATE GOVERNANCE (continued)
Non-Executive Directors
The board considers that the non-executive directors were independent throughout the year. The non-
executive directors actively contribute to the functioning of the board and bring a range of views and
experience from different fields.
As part of their role, the non executive directors constructively challenge and develop proposals on strategy.
The non executive directors scrutinise the performance of management in meeting agreed goals and
objectives and monitor the reporting of performance. They satisfy themselves on the integrity of financial
information and that financial controls and systems of risk management are robust and defensible. They
determine appropriate levels of remuneration of executive directors and have a prime role in appointing and,
where necessary, removing executive directors, and in succession planning.
The senior independent non executive director, as included in the biographical details on page 26, is available
to shareholders if they have concerns which contact through the normal channels of chairman or other
executive directors have failed to resolve or for which such contact is inappropriate.
Directors’ Attendance
The following table shows the attendance of directors at the board meetings held in the last year.
Number of Board Meetings
Entitled to Attend Attended
Mr David Michael Phillips
Mr John Phelim Henry
Mr Colin Mark Thompson
Mr Geoffrey Paul Walters
5
5
3
5
5
5
3
5
Audit Committee
The Audit Committee, currently chaired by Mr G.P. Walters, comprised the two non-executive directors
C.M.Thompson (from February 2019), 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 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.
21
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
CORPORATE GOVERNANCE (continued)
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 2019 annual report and financial statements and the December half yearly financial
report. As part of the review the committee received a report from the external auditors on their audit of
the annual report and financial statements
reviewed the effectiveness of the company’s internal controls
reviewed and agreed the scope of the audit work to be undertaken by the external auditors
• agreed the fees to be paid to the external auditors for their audit of the 2019 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
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.
RSM UK Audit LLP also follows its own ethical guidelines and continually reviews its audit team to ensure its
independence is not compromised.
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.
22
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 CORPORATE GOVERNANCE (continued)
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.
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 on 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.
23
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER CORPORATE GOVERNANCE (continued)
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.
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 April 2019. 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
13 November 2019
24
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report and, the Directors’ Report, and the financial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare group and company financial statements for each financial year.
Under that law the directors are required by the AIM rules of the London Stock Exchange to prepare group
financial statements, and have elected to prepare the parent company financial statements, in accordance
with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU). The group
financial statements are required by law and IFRS adopted by the EU to present fairly the financial position
and performance of the group. The Companies Act 2006 provides in relation to such financial statements that
references in the relevant part of that Act to financial statements giving a true and fair view are references to
their achieving a fair presentation. 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 of the group and the company
and profit or loss of the group for that period. In preparing these financial statements, the directors are required
to:
•
select suitable accounting policies and then apply them consistently;
• make judgements 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 group’s and the company’s transactions and disclose with reasonable accuracy at any time the financial
position of the group and the company and enable them to ensure that the financial statements comply with
the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company
and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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.
25
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER DIRECTORS AND ADVISERS
Non-Executive Directors
Geoffrey Paul Walters *† (Age 67) ACA
Non executive director.
Geoffrey Walters has a vast experience in a wide range of industries and he is a Non executive director of South
Kensington Consultants Limited.
Colin Mark Thompson *† (Age 59)
Non executive director.
Colin Thompson (appointed on 27 February 2019) has over 37 years’ experience in the distribution sector, and
was a Director in the Company from September 1991 to January 1999.
* Member of Remuneration Committee
† Member of Audit Committee
Executive Directors
David Michael Phillips (Age 74)
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 57)
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 Investor Services plc
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Registered Auditor
RSM UK Audit LLP
Chartered Accountants
25 High Street
Crawley
West Sussex
RH10 1BG
26
Bankers
Allied Irish Bank (GB)
Mayfair Branch
10 Berkeley Square
London
W1J 6AA
Barclays Bank plc
6 Clarence Street
Kingston upon Thames
Surrey
KT1 1NY
Atlantic Bank
405 Park Avenue
New York
NY 100022
USA
Nominated Advisor & Broker
Cantor Fitzgerald Europe
12th Floor
5 Churchill Place
Canary Wharf
London
E14 5HU
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC
Opinion
We have audited the financial statements of Northamber PLC (the ‘parent company’) and its subsidiaries (the
‘group’) for the year ended 30 June 2019 which comprise the consolidated Statement of Comprehensive
Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent
Company Statements of Changes in Equity, Consolidated and Parent Company Statements of Cash Flows
and notes to the financial statements, including a summary of significant accounting policies. 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.
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 2019 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 Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report. We are independent of the group and parent company
in accordance with the ethical requirements that are relevant to our audit of the financial statements in the
UK, including the FRC’s Ethical Standard as applied to SME listed entities and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to
report to you where:
•
•
the directors’ use of the going concern basis of accounting in the preparation of the financial statements is
not appropriate; or
the directors have not disclosed in the financial statements any identified material uncertainties that
may cast significant doubt about the group’s or the parent company’s ability to continue to adopt the
going concern basis of accounting for a period of at least twelve months from the date when the financial
statements are authorised for issue.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the group and parent company financial statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud) we identified, including those which
had the greatest effect on the overall audit strategy, the allocation of resources in the audit and directing the
efforts of the engagement team. These matters were addressed in the context of our audit of the group and
parent company financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
There were no key audit matters arising either for the Group or the parent Company.
27
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC
(continued)
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature,
timing and extent of our audit procedures. When evaluating whether the effects of misstatements, both
individually and on the financial statements as a whole, could reasonably influence the economic decisions
of the users we take into account the qualitative nature and the size of the misstatements. During planning
materiality for the group financial statements as a whole was calculated as £435,000, which was not significantly
changed during the course of our audit. Materiality for the parent company financial statements as a whole was
calculated as £434,999, which was not significantly changed during the course of our audit. We agreed with
the Audit Committee that we would report to them all unadjusted differences in excess of £21,750, as well as
differences below that threshold that, in our view, warranted reporting on qualitative grounds.
An overview of the scope of our audit
The Group comprises two active components and three dormant entities. Our group audit scope included
the full scope audit of the parent company, and full scope group audit procedures on the other significant
component. These were performed at a materiality level of £434,999 for the parent company and £162,000 for
the other significant component.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion
on the financial statements does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements
or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material misstatement of the other information. If, based
on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the Strategic Report and the Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment
obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the
Directors’ Report.
28
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC
(continued)
We have nothing to report in respect of the following matters in relation to which 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 and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 25 the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate the group or the
parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of our report
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.
Geoff Wightwick FCA
Senior Statutory Auditor
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
Portland
25 High Street
Crawley, West Sussex
RH10 1BG
13 November 2019
29
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER NORTHAMBER PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2019
Revenue
Cost of sales
Gross Profit
Distribution costs
Administrative costs
Loss from operations
Investment revenue
Loss before tax
Tax (charge)
Notes
3
2019
£’000
50,329
(45,998)
4,331
(2,849)
(2,352)
2018
£’000
58,136
(53,589)
4,547
(2,850)
(2,276)
4
6
7
(870)
(579)
272
90
(598)
-
(489)
-
Loss for the year and total comprehensive loss
attributable to the owners
(598)
(489)
Basic and diluted loss per ordinary share
9
(2.17)p
(1.74)p
30
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
NORTHAMBER PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2019
Share
Capital
£’000
Share
Capital
Premium Redemption Treasury
Shares
Reserve
Account
£’000
£’000
£’000
Balance at 1 July 2017
281
5,734
1,505
Dividends
Transactions with owners
Loss and total
comprehensive loss
for the year
-
-
-
-
-
-
-
-
-
Balance at 30 June 2018
281
5,734
1,505
Dividends
Purchase and
cancellation of shares
Purchase of
treasury shares
Transactions with owners
Loss and total
comprehensive loss
for the year
-
(8)
-
(8)
-
-
-
-
-
-
-
8
-
8
-
Balance at 30 June 2019
273
5,734
1,513
-
-
-
-
-
-
-
(7)
(7)
-
(7)
Retained
Earnings
£’000
Total
Equity
£’000
10,545
18,065
(56)
(56)
(56)
(56)
(489)
(489)
10,000
17,520
(55)
(55)
(225)
(225)
-
(280)
(7)
(287)
(598)
(598)
9,122
16,635
31
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
NORTHAMBER PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2019
Share
Capital
Share
Capital
£’000
Premium Redemption
Account
£’000
Reserve
£’000
Treasury
Shares
£’000
Retained
Earnings
£’000
Total
Equity
£’000
Balance at 1 July 2017
281
5,734
1,505
Dividends
Transactions with
owners
Loss and total
comprehensive
loss for the year
-
-
-
-
-
-
-
-
-
Balance at 30 June 2018
281
5,734
1,505
-
(8)
-
(8)
-
-
-
-
-
-
-
8
-
8
-
-
-
-
-
-
-
-
8,050
15,570
(56)
(56)
(56)
(56)
(1,014)
(1,014)
6,980
14,500
(55)
(55)
(225)
(225)
(7)
(7)
-
(280)
(7)
(287)
-
(1,113)
(1,113)
273
5,734
1,513
(7)
5,587
13,100
Dividends
Purchase and
cancellation of
shares
Purchase of
treasury shares
Transactions with owners
Loss and total
comprehensive
loss for the year
Balance at
30 June 2019
32
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
NORTHAMBER PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 30 June 2019
Non current assets
Property, plant and equipment
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Assets classified as held for sale
Total assets
Current liabilities
Trade and other payables
Total liabilities
Net assets
Equity
Share capital
Share premium account
Capital redemption reserve
Treasury shares
Retained earnings
Notes
10
12
13
14
15
2019
£’000
1,792
3,320
9,492
3,446
6,019
22,277
2018
£’000
7,894
3,378
8,145
5,067
-
16,590
24,069
24,484
16
(7,434)
(6,964)
(7,434)
(6,964)
16,635
17,520
17
273
5,734
1,513
(7)
9,122
281
5,734
1,505
-
10,000
Equity shareholders’ funds attributable to the
owners of the parent
16,635
17,520
The financial statements on pages 30 to 57 were approved by the board of directors on 13 November 2019 and
were signed on its behalf by:
G.P. Walters
Director
J.P. Henry
Director
Company Registration number: 01499584
33
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
NORTHAMBER PLC
COMPANY STATEMENT OF FINANCIAL POSITION
At 30 June 2019
Non current assets
Property, plant and equipment
Investments
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
Treasury shares
Retained earnings
Equity shareholders’ funds attributable to the
owners of the parent
Notes
10
11
12
13
14
2019
£’000
1,792
6,588
8,380
3,320
9,492
3,320
2018
£’000
1,841
6,588
8,429
3,378
8,145
5,034
16,132
16,557
24,512
24,986
16
(11,412)
(10,486)
17
(11,412)
(10,486)
13,100
14,500
273
5,734
1,513
(7)
5,587
281
5,734
1,505
-
6,980
13,100
14,500
The loss after tax for the individual parent company was £1.113 million (2018: £1.014 million)
The financial statements on pages 30 to 57 were approved by the board of directors on 13 November 2019 and
were signed on its behalf by:
G.P. Walters
Director
J.P. Henry
Director
Company Registration number: 01499584
34
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
NORTHAMBER PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2019
Cash flows from operating activities
Operating (loss) from continuing operations
Depreciation of property, plant and equipment
Operating (loss)/ profit before changes in working capital
Decrease/(increase) in inventories
(Increase) /decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Cash (used in)/generated from operations
Income taxes paid
Net cash (used in)/generated from operating activities
Cash flows from investing activities
Interest received
Purchase of property, plant and equipment
Net cash from investing activities
Cash flows from financing activities
Dividends paid to equity shareholders
Purchase of and cancellation of shares
Purchase of treasury shares
Net cash used in financing activities
Net(decrease)/ increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2019
£’000
(870)
153
(717)
58
(1,346)
470
(1,535)
-
(1,535)
272
(71)
201
(55)
(225)
(7)
(287)
(1,621)
5,067
3,446
2018
£’000
(579)
188
(391)
798
907
(1,196)
118
-
118
90
(57)
33
(56)
-
-
(56)
95
4,972
5,067
35
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
NORTHAMBER PLC
COMPANY STATEMENT OF CASH FLOWS
For the year ended 30 June 2019
Cash flows from operating activities
Operating (loss) from continuing operations
Depreciation of property, plant and equipment
Operating (loss) before changes in working capital
Decrease/(increase) in inventories
Decrease/(increase) in trade and other receivables
(Decrease)/increase in trade and other payables
Cash (used in)/generated from operations
Income taxes paid
Net cash (used in)/generated from operating activities
Cash flows from investing activities
Interest received
Purchase of property, plant and equipment
Net cash from investing activities
Cash flows from financing activities
Dividends paid to equity shareholders
Purchase of and cancellation of shares
Purchase of Treasury shares
Net cash used in financing activities
Net(decrease)/ increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2019
£’000
(1,385)
120
(1,265)
58
(1,347)
926
(1,628)
-
(1,628)
272
(71)
201
(55)
(225)
(7)
(287)
(1,714)
5,034
3,320
2018
£’000
(1,103)
115
(988)
798
907
(594)
123
-
123
90
(57)
33
(56)
-
-
(56)
100
4,934
5,034
36
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
1. General information
Northamber plc is a public limited company incorporated and domiciled in the United Kingdom under the
Companies Act 2006 and is listed on the London Stock Exchange on the Alternative Investment Market. The
address of the registered office is given on page 26. 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 2019 or
30 June 2018.
The directors of Anitass Limited, the subsidiary of Northamber plc, have claimed audit exemption for the
year ended 30 June 2019 under Section 479A (Subsidiary Companies) of the Companies Act 2006. The Board
of Northamber plc have provided a guarantee on behalf of the Parent Company undertaking stating that it
guarantees Anitass Limited under section 479C of the Companies Act 2006. Northamber Plc guarantees all
outstanding liabilities to which Anitass Limited is subject at 30 June 2019 until they are satisfied in full and
the guarantee is enforceable against Northamber plc by any person to whom the subsidiary company is
liable in respect of those liabilities.
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. Accounting standards relevant to the
Group which has been adopted in the year are as follows:
Initial application of IFRS 9 ‘Financial Instruments’ (IFRS 9)
The Group has applied IFRS 9 ‘Financial Instruments’ (IFRS 9) for the first time in the year ended 30 June
2019. IFRS 9 replaces IAS 39 ‘Financial Instruments: Recognition and Measurement’. The significant changes
are set out below.
As a result of the adoption of IFRS 9 the group has adopted consequential changes to IAS 1 Presentation of
financial statements. In addition the group has applied the consequential amendments to IFRS 7 Financial
Instruments: Disclosure to the current period only. Comparatives have not been restated as the cumulative
catch-up approach has been applied. Any adjustments arising on transition to IFRS 9 are recognised in
opening equity. Therefore information presented for 2018 does not reflect the requirements of IFRS 9 and is
not comparable with the information presented for the year ended 30 June 2019.
The classification of financial assets under IFRS 9 is based on whether the contractual cash flows of the
instrument are solely payments of principal and interest, and whether the business model is to collect those
contractual cash flows and/or sell the financial assets. The classification and measurement of financial assets
under IFRS 9 is set out below.
All the group’s financial assets were previously classified as loans and receivables under IAS 39 and are
classified as assets at amortised cost under IFRS 9.
37
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
The only change in measurement of financial assets on application of IFRS 9 arises from impairment of
financial assets. IFRS 9 requires impairments of financial assets to be assessed using an ‘expected loss’
model. The change from the ‘incurred loss’ model previously applied under IAS 39 did not result in a
material amount to be recognised at 1 July 2018.
The application of IFRS 9 has not changed the measurement of the group’s financial liabilities or the group’s
accounting policies for the recognition or derecognition of financial instruments.
The impairment losses on the group’s financial assets is set out in the table in note 13.
Impairment losses (and reversals of impairment losses) are not shown in separate line items on the face of
the Income Statement, as the amounts are not sufficiently material.
Initial application of IFRS 15 Revenue from contracts with customers
The group has applied IFRS 15 for the first time in the year ended 30 June 2019.
Nearly all the group’s revenues related to the sale of goods, and the performance obligation under contracts
with customers is satisfied on shipment of goods to the customer, including when performance obligations
are satisfied in a bill and hold arrangement.
The group has determined therefore that revenue on sale of goods is recognised at the date of delivery
of goods to the customer, that is at a point in time, which was the same policy adopted under previous
standard IAS 18. There has therefore been no impact of the standard on the accounting treatment, and no
adjustments were made on initial implementation of IFRS 15.
The group has a very small level of revenue from the provision of services, mainly assisting customers with
the installation of equipment. The performance obligation in this case is satisfied on installation and is
recognised as revenue at that point. This is also unchanged from the previous policy.
The directors consider there are no significant judgements required in the application of IFRS 15 that
significantly alter the determination of the amount and the timing of revenue from the contracts with
customers.
38
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Accounting standards issued but not yet effective.
IFRS 16 Leases replaces IAS 17 and related Interpretations. It completes the IASB’s project to overhaul lease
accounting. Leases will be recorded on the statement of financial position in the form of a right-of-use asset
and a lease liability. IFRS 16 is effective from periods beginning on or after 1 January 2019. Management is
yet to fully assess the impact of the Standard and therefore is unable to provide quantified information.
Other standards in issues at the year end, but not yet effective are:
IFRS 9
IFRIC 23
IAS 19
IAS 28
Various
IFRS 3
Amendment of prepayments features with negative compensation
Uncertainty over income tax treatments
Pension plan amendment, curtailment or settlement
Amendment to long term interests in Associates and joint ventures
Annual improvements to IFRS 2015-17 cycle
Business combinations- amendments
IAS and IAS 8
Amendments to the definition of material
Amendments to the IFRS Conceptual Framework
None of these are expected to have any material impact on the group.
Key sources of estimation uncertainty and critical accounting judgements
The directors consider there are no critical accounting estimates or judgements in the preparation of the
financial statements.
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.
Revenue from the sale of goods is recognised when goods are delivered to the customer, except as noted
below. Supplier rebates are deducted from cost of sales when it is probable that they will be achieved.
The company makes bill and hold sales, in which delivery is delayed at the buyer’s request but the buyer
takes title to and risk in the goods, and accepts billing. Provided that:
•
•
•
•
•
it is probable that delivery will be made;
the goods are on hand, identified and ready for delivery to the buyer at the time the sale is recognised;
the buyer specifically acknowledges the deferred delivery instructions; and
the usual payment terms apply
the revenue is recognised at the time of invoicing, which is also when the goods are identified and made
ready for the buyer.
Investment revenue is accrued on a time basis in accordance with the effective interest rate method.
39
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
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.
Rentals payable under operating leases are charged to profit or loss on a straight line basis over the term of
the relevant lease.
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 substantively enacted, by the reporting
date.
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. 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 substantively 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.
40
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
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.
Plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.
Depreciation is charged so as to write off the cost of assets less any residual value, other than land, over their
estimated useful lives, using the straight line method, on the following bases:
Land and Buildings:
Freehold premises
4% on freehold buildings, freehold improvements 25% straight line
Plant and equipment 25% straight line
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between
the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Material residual value estimates are updated as required, but at least annually.
Assets held for sale
Assets are classified as held for sale where their carrying amount is to be recovered principally through a
sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount
and fair value less costs to sell.
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.
41
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is on the FIFO basis and comprises
finished goods and goods for resale. 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
Recognition of financial instruments
Financial assets and financial liabilities are recognised when the group becomes party to the contractual
provision of the instrument.
Initial and subsequent measurement of financial assets
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and other short-term deposits held by the
company with maturities of less than three months.
Trade receivables
Trade receivables are initially measured at their transaction price.
Receivables are held to collect the contractual cash flows which are solely payments of principal and
interest. Therefore, these receivables are subsequently measured at amortised cost using the effective
interest rate method.
Impairment of financial assets
An impairment loss is recognised for the expected credit losses on financial assets when there is an
increased probability that the counterparty will be unable to settle an instrument’s contractual cash flows
on the contractual due dates, a reduction in the amounts expected to be recovered, or both. The probability
of default and expected amounts recoverable are assessed using reasonable and supportable past and
forward-looking information that is available without undue cost or effort. The expected credit loss is a
probability-weighted amount determined from a range of outcomes and takes into account the time value
of money.
42
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Trade receivables
For trade receivables, expected credit losses are measured by applying an expected loss rate to the gross
carrying amount. The expected loss rate comprises the risk of a default occurring and the expected cash
flows on default based on the aging of the receivable. The risk of a default occurring always takes into
consideration all possible default events over the expected life of those receivables (“the life time expected
credit losses”). Different provision rates and periods are used based on groupings of historic credit loss
experience by age of receivable.
Impairment losses and any subsequent reversals of impairment losses, are adjusted against the carrying
amount of the receivable and are recognised in profit or loss.
Financial instruments measured in accordance with IAS 39
The following accounting policy applies to the impairment of financial instruments before 1 July 2018.
Impairment of trade, group and other receivables under IAS 39
A provision for impairment was recognised in a separate loss allowance when there was objective evidence
that amounts would not be recovered in accordance with original terms of the agreement, including
customers with financial difficulties or in default on payments or customers expected to enter bankruptcy
or liquidation. The carrying value of the receivable was reduced through the use of an allowance account
and any impairment loss was recognised in profit and loss.
Amounts were written-off when repayments of principal and any interest were more than 90 days past due,
or when the customer is put into bankruptcy or liquidation.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into. An equity instrument is any contract that evidences a residual interest in the
assets of the company after deducting all of its liabilities.
Initial and subsequent measurement of financial liabilities
Trade, group and other payables
Trade, group and other payables are initially measured at fair value, net of direct transaction costs and
subsequently measured at amortised cost.
43
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Derecognition of financial assets (including write-offs) and financial liabilities.
A financial asset (or part of thereof) is derecognised when the contractual rights to cash flows expire or are
settled, or when contractual rights to receive the cash flows of the financial assets and substantially all the
risks and rewards of ownership are transferred to another party.
When there is no reasonable expectation of recovering a financial asset it is derecognised (‘written –off’).
The gain or loss on derecognition of financial assets measured at amortised cost is recognised in profit or
loss.
A financial liability (or part thereof) is derecognised when the obligation specified in the contract is
discharged, cancelled, or expires.
Any difference between the carrying amount of a financial liability (or part thereof) that is derecognised and
the consideration paid is recognised in profit or loss.
Equity instruments
Equity instruments issued by the Company are recorded at fair value on initial recognition net of transaction
costs.
Equity comprises the following:
Share Capital
– represents the nominal value of equity shares.
Share Premium
– represents the excess over nominal value of the fair value of
consideration received for equity shares, net of expenses of the
share issue.
Capital Redemption Reserve
– represents the nominal value of shares which have been redeemed
and cancelled.
Treasury Shares
– represents the cost of shares held in Treasury.
Retained Earnings
– represents all current and prior period retained profits and losses.
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.
Where the Company purchases the Company’s equity share capital (treasury shares), the consideration paid
including any directly attributable incremental costs is deducted from equity attributable to the Company’s
equity holders until the shares are cancelled or re-issued.
Where shares are cancelled a corresponding transfer is made to capital redemption reserve.
Capital management
The Group’s capital comprises equity, and its objectives when managing capital are to safeguard the
Group’s ability to continue as a going concern in order to provide returns to shareholders and to maintain
an optimal capital structure.
In order to manage the capital structure the Group can adjust the amount of dividends paid to shareholders,
purchase the Company’s shares, return capital to shareholders or issue new shares.
44
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
In line with Group policy, the group has no external debt finance hence gearing is not measured. The
company has 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 2006.
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.
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.
3. Revenue
Although the sales of the group are predominantly to the UK there are sales to other countries and the
following table sets out the split of the sales for the year. Revenue is attributable to individual countries
based on the location of the customer.
Revenues comprise:
Revenue from contracts with
customers - UK
- Other
Investment revenue
2019
£’000
49,655
674
50,329
272
50,601
2018
£’000
57,661
475
58,136
90
58,226
Revenue from contracts with customers comprises sale of goods which are recognised at a point in time and
relate to electrical or electronic products. Service revenues are immaterial.
Revenues are stated after discounts, rebate and price reductions. Customers only have a right to return
goods in accordance with contractual terms. Payment terms are vary between 30 and 90 days.
One customer accounted for more than 10% (2018: 10%) of the group’s revenue for the year, being £6.4m
(2018: £7.6m).
45
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
4. Loss from operations
Operating loss is stated after (crediting)/charging:
2019
£’000
2018
£’000
Foreign exchange loss /(gain)
Depreciation of property, plant and equipment
Amounts written off inventory
Operating lease charges – land and buildings
Fees paid to the company’s auditor
for the audit of the company annual financial statements
for tax compliance services
for corporate finance services
49
153
23
6
55
4
8
(56)
188
17
6
48
4
-
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 £1,113,000 (2018: loss of £1,014,000) and is stated after taxation.
Breakdown of expenses by nature
Purchase of goods for resale
Employee benefit expense
Foreign exchange loss /(gain)
Depreciation of property, plant and equipment
Other external charges
Total costs of sales, distribution and administrative costs
2019
£’000
45,998
3,232
49
153
1,767
51,199
2018
£’000
53,589
3,348
(56)
188
1,646
58,715
46
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
5. Staff costs
The average monthly number of persons (including executive directors) employed by the group and
company during the year was:
Sales
Administration
Warehouse
Engineering
Their aggregate remuneration comprised:
Staff costs:
Wages and salaries
Social security costs
Pension costs
Other benefits
2019
Number
2018
Number
33
27
12
1
73
39
31
14
1
85
2019
£’000
2018
£’000
2,851
291
59
31
3,232
2,953
313
54
28
3,348
Included in the above is key management personnel compensation as set out below. 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.
Remuneration
Salaries and Fees
Social security costs
Pension costs
Benefits
6. Investment revenue
Bank interest receivable
Rental income
2019
£’000
2018
£’000
99
10
10
20
139
2019
£’000
6
266
272
102
11
10
17
140
2018
£’000
6
84
90
Group
47
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
7. Tax on loss/profit on ordinary activities
Current taxation
Charge for the year
Group
2019
£’000
-
-
2018
£’000
-
-
The charge for the year can be reconciled to the profit per the Statement of comprehensive income as
follows:
Loss on ordinary activities before tax
Group
2019
£’000
(598)
Tax at the UK corporation tax rate of 19.00% average (2018:19.00%) (114)
Other differences
Deferred tax asset not recognised
Total actual amount of charge for the year
13
101
-
2018
£’000
(489)
(93)
26
67
-
The Group has tax losses of £4.7m (2018: £4.2m) to carry forward. No deferred tax asset is recognised in
respect of the losses due to the uncertainty there will be sufficient taxable profits in future to absorb them.
8. Dividends
Amounts recognised as distribution to equity holders in the period:
Dividends paid in year
Final – for year ended 30 June 2018
Interim – for year ended 30 June 2019
Proposed final for the year ended
30 June 2019
2019
Pence Per
Share
£’000
2018
Pence Per
Share
0.10
0.10
0.20
0.30
28
27
55
82
0.10
0.10
0.20
0.10
£’000
28
28
56
28
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.
48
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
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
2019
£’000
(598)
2018
£’000
(489)
2019
Number
2018
Number
Weighted average number of ordinary shares for the purpose of basic
earnings per share and diluted earnings per share
27,499,434
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. Both basic and diluted earnings
per share have been calculated using the loss attributable to shareholders of the parent company as the
numerator; therefore no adjustments to loss were necessary in 2018 and 2019.
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.
49
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
10. Property, plant and equipment
Group
Cost
At 1 July 2017
Additions
Disposals
At 30 June 2018
Depreciation
At 1 July 2017
Depreciation charge for the year
Disposals
At 30 June 2018
Net book value at 30 June 2018
Group
Cost
At 1 July 2018
Adjustment
Additions
Disposals
Assets held for sale
At 30 June 2019
Depreciation
At 1 July 2018
Adjustment
Depreciation charge for the year
Disposals
Assets held for sale
At 30 June 2019
Net book value at 30 June 2019
Land and
Buildings
£’000
Plant and
Equipment
£’000
9,265
-
-
9,265
1,457
128
-
1,585
7,680
9,265
1
-
-
(6,692)
2,574
1,585
2
89
-
(673)
1,003
1,571
1,567
57
(258)
1,366
1,350
60
(258)
1,152
214
1,366
(1)
71
(9)
-
1,427
1,152
(1)
64
(9)
-
1,206
221
Total
£’000
10,832
57
(258)
10,631
2,807
188
(258)
2,737
7,894
10,631
0
71
(9)
(6,692)
4,001
2,737
1
153
(9)
(673)
2,209
1,792
50
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
10. Property, plant and equipment
Land and
Buildings
£’000
Plant and
Equipment
£’000
Cost
At 1 July 2017
Additions
Disposals
At 30 June 2018
Depreciation
At 1 July 2017
Depreciation charge for the year
Disposals
At 30 June 2018
2,574
-
-
2,574
891
56
-
947
Net book value at 30 June 2018
1,627
Cost
At 1 July 2018
Additions
Disposals
At 30 June 2019
Depreciation
At 1 July 2018
Depreciation charge for the year
Disposals
At 30 June 2019
Net book value at 30 June 2019
2,574
-
-
2,574
947
56
-
1,003
1,571
1,566
57
(258)
1,365
1,350
59
(258)
1,151
214
1,365
71
(9)
1,427
1,151
64
(9)
1,206
221
Total
£’000
4,140
57
(258)
3,939
2,241
115
(258)
2,098
1,841
3,939
71
(9)
4,001
2,098
120
(9)
2,209
1,792
51
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
11. Investment in group companies
Company
Cost
At 1 July 2018 and 30 June 2019
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
% owned
Status
England
England
England
England
100 Operational
99
Dormant
100
100
Dormant
Dormant
The registered office of all of these companies is detailed on page 26.
12. Inventories
Goods for resale
Group and Company
2018
£’000
3,378
2019
£’000
3,320
Cost of sales include £45,998,000 (2018:£53,588,000) inventory expensed in the year’s statement of
comprehensive income. An impairment charge of £23,000 is recognised in cost of sales (2018: £17,000)
13. Trade and other receivables
Trade receivables
2019
£’000
9,401
Less provision for impairment of receivables
(136)
Net trade receivables
Prepayments
9,265
227
9,492
Group
Company
2018
£’000
8,097
(85)
8,012
133
8,145
2019
£’000
9,401
(136)
9,265
227
9,492
2018
£’000
8,097
(85)
8,012
133
8,145
The directors do not consider the fair value of trade and other receivables to be significantly different from
their carrying values. Our historical experience of collecting receivables, supported by the level of default, is
that credit risk is very low.
52
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
13. Trade and other receivables (continued)
Trade receivables older than credit terms
Ageing of past due receivables is as follows:
0-30 days past due
30 - 60 days past due
60 - 90 days past due
90+ days past due
Total
Trade and other receivables impairment provision
Balance at beginning of period
Amounts written off as uncollectable
Increase in impairment loss provision
Total
Group and Company
2018
2019
£’000
£’000
52
109
20
12
89
27
118
238
386
279
Group and Company
2018
2019
£’000
£’000
(IAS 39)
(IFRS 9)
82
85
(42)
(13)
45
64
136
85
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.
53
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
14. Cash and cash equivalents
Bank balances and cash in hand
Group
2019
£’000
3,446
2018
£’000
5,067
Company
2019
£’000
3,320
2018
£’000
5,034
Cash and cash equivalents in statement of cash flows
3,446
5,067
3,320
5,034
15. Assets held for sale
Property
Group
2019
£’000
6,019
2018
£’000
-
Company
2019
£’000
-
2018
£’000
-
Following the decision on 14 December 2018 by the board to sell the distribution centre this asset has been
presented as held for sale. The sale was completed on 8 July 2019.
In accordance with IFRS 5 the asset is carried at the lower of carrying value and fair value less costs to sell
at the date the asset was first classified as held for sale, and this was updated at the reporting date. In
the opinion of the directors the fair value less costs to sell exceeded the carrying amount at both dates.
Depreciation of the asset ceased at the date of classification as held for sale.
16. Trade and other payables
Trade payables
Inter company payables
Other payables
VAT
Other tax and social security
Accruals and deferred income
Group
Company
2019
£’000
6,380
-
38
627
82
307
7,434
2018
£’000
6,054
-
37
541
84
248
6,964
2019
£’000
6,380
4,007
38
614
82
291
2018
£’000
6,054
3,568
37
521
84
222
11,412
10,486
The financial liabilities shown above are those which were outstanding at 30 June 2019. The average credit
period taken for trade payables is 42 days (2018: 34 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.
54
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
17. Share capital
Authorised shares of 1p each
At 30 June 2019 and 2018
Issued and fully paid shares of 1p each
At 1 July 2018
Cancellation of ordinary shares
At 30 June 2019
Group and Company
£’000
Number
80,000,000
2,000
28,158,735
(802,149)
27,356,586
281
(8)
273
The company has one class of ordinary shares which carry no right to fixed income.
The company acquired 827,149 shares through purchases on the London Stock Exchange during the year. Of
these 802,149 were cancelled and 25,000 remain at the year end, held as Treasury shares.
18. Capital commitments
There were no capital commitments at 30 June 2019 (2018: £Nil).
19. Operating lease arrangements
Minimum lease payments under operating
leases recognised in profit or loss for the year
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
6
6
601
607
At 30 June 2019, the group had commitments for future minimum lease payments under non-cancellable
operating leases, which fall due as follows:
One year
Between one and five years
Group
2019
£’000
-
-
-
2018
£’000
6
6
12
Company
2019
£’000
601
2018
£’000
607
751
757
1,352
1,364
The freehold of the warehouse was purchased on 23 April 2012 by Anitass Limited, a 100% subsidiary of
Northamber plc.
55
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
20. Related party transactions
Mr D.M. Phillips is the ultimate controlling party of the company.
During the year, the company paid £601,000 (2018: £601,000) rent to Anitass Limited, a wholly owned
subsidiary. At the year end Northamber plc owed Anitass Limited £4,007,000 (2018: £3,568,000).
At the year end, £135,000 (2018: £178,000) was held by the company on Mr D.M. Philips’ behalf. This amount
has not been included in the cash and cash equivalents balance reported in the Consolidated Statement
of Financial Position at the year end. Cash transfers and payments, mainly of foreign currencies, totalling
£99,669, and cash receipts, largely dividends, totalling £57,048, were recorded in the year.
Interest of £350 (2018: £749) earned during the year, is included within the balance of £135,000 (2018:
£178,000).
During the year the company paid £13,300 (2018:13,400) for administrative and support work to Bernadette
Henry, the wife of the Operational Director Mr. John Henry. In the directors’ opinion the payments are at an
arm’s length basis.
The company paid £12,780 to the Non-Executive Director Mr Colin Thompson for IT Consultancy work after
he joined the Board on 27 February 2019.
21. Events after the reporting date
The Company has sold its freehold warehouse premises in July 2019 for £16,400,000. The net book value of
the premises at 30 June 2019 was £6,019,000. The company has entered into a lease of the premises at an
annual rent of £175,000 per annum for two years.
22. Contingent liabilities
In order for the Company’s subsidiary, Anitass Limited, to take the audit exemption in section 479A of
the Companies Act 2006, the Company has guaranteed all outstanding liabilities of that subsidiary
company at 30 June 2019 until those liabilities are satisfied in full.
23. Financial instruments exposure
The interest rate exposure of the financial assets and liabilities of the group and company as at 30 June
2019 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.
Group
Financial assets at amortised cost
Cash and cash equivalents:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Trade and other receivables
Total
Floating
£’000
Zero
£’000
Total
£’000
2,566
725
155
-
3,446
-
-
-
9,265
9,265
2,566
725
155
9,265
12,711
56
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Financial liabilities at amortised cost
Trade payables:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Other payables
Total
Company
Financial assets – at amortised cost
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)
Inter Company payables
Other payables
Total
Floating
£’000
Zero
£’000
Total
£’000
-
-
-
-
-
5,185
942
253
38
6,418
5,185
942
253
38
6,418
Floating
£’000
Zero
£’000
Total
£’000
2,440
725
155
-
3,320
-
-
-
9,265
9,265
2,440
725
155
9,265
12,585
Floating
£’000
Zero
£’000
Total
£’000
-
-
-
-
-
-
5,185
942
253
4,007
38
10,425
5,185
942
253
4,007
38
10,425
The directors estimate that an increase or decrease in annual average interest rates of 0.5% would increase/
decrease profit before tax by approximately £21,000 (2018: £25,000).
Maturity of Financial Instruments
All financial liabilities are classified as current and are due within 60 days.
57
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
Notice is hereby given that the Annual General Meeting of Northamber plc will be held at Namber House,
23 Davis Road, Chessington, Surrey, KT9 1HS on 18 December 2019 at 12 noon for the following purposes:-
1. To receive and adopt the company’s accounts for the year ended 30 June 2019 and the directors’ and
auditors’ reports thereon.
2. To propose the following ordinary resolution: That the directors’ remuneration report for the year ended
30 June 2019 be received and approved.
3. To declare a dividend on the ordinary shares of the company.
4. Re-elect Mr D.M. Phillips as a director.
5. Re-elect Mr G.P. Walters as a director.
6. To elect Mr C.M. Thompson as a director.
7. To re-appoint RSM UK Audit LLP as auditors and to authorise the directors to fix their remuneration.
ORDINARY RESOLUTION
8. 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 £182,378 (such
amount to be reduced by the nominal amount of any Relevant Securities allotted under paragraph 10
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
9. THAT, the directors be authorised to allot equity securities pursuant to Resolution 8 above up to an
aggregate nominal amount of £91,188 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
14 March 2021 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.
10. THAT the company be and is hereby unconditionally and generally authorised to make market purchases
(within the meaning of Section 693(4) of the Companies Act 2006 of ordinary shares of 1p in the capital of
the company, provided that:
(a) the maximum number of shares hereby authorised to be acquired is 2,735,658 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;
58
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 NOTICE OF MEETING (Continued)
(d) the authority hereby conferred shall (subject to sub-clause (e) below) expire on the date of the next
Annual General Meeting of the company after the passing of this resolution; and
(e) the company may make a contract to purchase its own shares under the authority hereby conferred
prior to the expiry of such authority which will, or may be, executed wholly or partly after the expiry of
such authority, and may make a purchase of its own shares in pursuance of any such contracts.
By Order of the Board
S. Yoganathan
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
(b) The Register of Directors’ Interests.
59
REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
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REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
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NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019
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REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2019 | NORTHAMBER
northamber
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