Ellis Williams Architects Limited

Ellis Williams Architects Limited

Berlin

Unaudited Financial Statements for the year ended 31 July 2014

ELLIS WILLIAMS ARCHITECTS LIMITED, RUNCORN

Company Information

Contents

Directors' report

Accountant's report

Profit and loss account

Balance sheet

Notes to the financial statements

Detailed profit and loss account and summaries

Directors' report for the year ended 31 July 2014

The directors present their report and the financial statements for the year ended 31 July 2014.

Pricipal activity and business review

The company operates principally as architects.

Increased activity in the Construction Industry during the early part of 2013 afforded the opportunity to start the 2013/14 year with an air of cautious optimism. Opportunities in particular in our core areas of leisure and education rose significantly and a modest degree of growth was predicted in 2014.

In reality 2013/14 represented an exceptional trading year for EWA. Excluding third party consultancy costs, like for like turnover increased by 41% (from £3.10m to £4.39m) with profit before tax and dividends up from £256,279 to £999,206.

This excellent result was founded on the predicted growth in the industry, our success in securing a number of Framework opportunities on major high profile schemes and the continuing adoption of stringent cost management controls and procedures.

This growth has resulted in the employ of a further ten staff during this period which has been accommodated within existing bank funding facilities. In addition, and in line with our commitment to ensure we are at the forefront of the Building Information Management (BIM) revolution, 2014 saw a major investment in the latest 3D CAD software.

This investment has already shown a number of cost efficiencies and benefits in the manner in which projects are procured. As a result, it is our intent during 2014/15 to commit to further software licences to ensure all projects at EWA adopt BIM protocols and 3D modelling techniques to further improve efficiency and quality.

Our Integrated Management System was comprehensively reviewed and refreshed during 2013-14 in line with current Standards. In recent months, both Preston Brook and London offices have been audited by ISOQAR and our 9001 (Management), 14001 (Environment) and OHSAS 18001 (Health & Safety) Accreditations have been renewed.

Looking ahead, the Directors once again view 2014/15 with an air of cautious optimism. The forthcoming Election in 2015 may have some impact on Public spending although historically this has not been significant in our core sectors. A number of contractor's Frameworks are at the time of writing being renewed which it is anticipated will lead to further opportunities and from an holistic perspective, the overall outlook is positive with steady signs of growth in the Construction Industry being reported nationwide.

As part of the Company's desire to widen our offer to clients, we have recently appointed a senior landscape architect. Our aspiration is to see this offer expand on the back of current and future architectural appointments as new commissions secured independently.

The Company continues to use key performance indicators (KPI's) to benchmark and monitor its financial and operating performance. Integrated financial forecasts are prepared at the beginning of each year and reviewed on a quarterly basis to ensure resources are planned and expenditure/investment reflects actual outturn figures. Results for 2013-14 were significantly in excess of predictions.

Directors

The directors who served during the year were:

I G Nahapiet

J T Buxton (resigned 30 September 2013)

W A Cain

J S B Baker

D B J Williams

D Pfannenstiel

B Fairbrother

S T Ford

P Duenas (resigned 1 August 2014)

M D Evans

L Korzilius

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Report to the directors on the preparation of the unaudited statutory financial statements for the year ended 31 July 2014

of Ellis Williams Architects Limited

We have compiled the accompanying financial statements of Ellis Williams Architects Limited based on the information you have provided. These financial statements comprise the Balance Sheet of Ellis Williams Architects Limited as at 31 July 2014, the Profit and Loss Account for the year then ended, and a summary of significant accounting policies and other explanatory information.

This report is made solely to the Board of Directors of Ellis Williams Architects Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Ellis Williams Architects Limited and state those matters that we have agreed to state to the Board of Directors of Ellis Williams Architects Limited, as a body, in this report in accordance with our engagement letter. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Ellis Williams Architects Limited and its Board of Directors, as a body, for our work or for this report.

We performed this compilation engagement in accordance with International Standard on Related Services 4410 (Revised), Compilation Engagements.

We have applied our expertise in accounting and financial reporting to assist you in the preparation and presentation of these financial statements in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008) (United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities). As a member firm of the Institute of Chartered Accountants in England and Wales, we are subject to its ethical and other professional requirements which are detailed at www.icaew.com.

These financial statements and the accuracy and completeness of the information used to compile them are your responsibility.

Since a compilation engagement is not an assurance engagement, we are not required to verify the accuracy or completeness of the information you provided to us to compile these financial statements. Accordingly, we do not express an audit opinion or a review conclusion on whether these financial statements are prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities.

Profit and loss account For the year ended 31 July 2014

The notes on pages 7 to 15 form part of these financial statements.

Balance sheet as at 31 July 2014

The directors consider that the company is entitled to exemption from the requirement to have an audit under the provisions of section 477 of the Companies Act 2006 ("the Act") and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Act.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and for preparing financial statements which give a true and fair view of the state of affairs of the company as at 31 July 2014 and of its profit for the year in accordance with the requirements of sections 394 and 395 of the Act and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions applicable to small companies within Part 15 of the Companies Act 2006 and in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008).

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

The notes on pages 7 to 15 form part of these financial statements.

Notes to the financial statements For the year ended 31 July 2014

1. Accounting policies

1.1 Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention and in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008).

The principal accounting policies remain unchanged from prior years and are set out below.

1.2 Turnover

Turnover comprises revenue recognised by the company in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts.

Following the publication of FRS 5 Application Note G and further clarification in UITF Abstract 40 "Revenue recognition and Service Contracts", revenue is recognised as it is earned over time, for all matters which are non-contingent.

1.3 Goodwill

Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the identifiable assets and liabilities. It is amortised to the Profit and loss account over its estimated economic life.

1.4 Tangible fixed assets and depreciation

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

1.5 Investment property

The investment property is included in the balance sheet at its original cost and is not depreciated. This treatment is contrary to the Companies Act 2006 which states that fixed assets should be depreciated but is, in the opinion of the directors, necessary in order to give a true and fair view of the financial position of the company.

1.6 Operating leases

Rentals under operating leases are charged to the profit and loss account on a straight line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the period until the date the rent is expected to be adjusted to the prevailing market rate.

1.7 Deferred taxation

Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation.

A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be

suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse.

Deferred tax assets and liabilities are not discounted.

1.8 Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date.

Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.

Exchange gains and losses are recognised in the Profit and loss account.

1.9 Pensions

The company operates a defined contribution pension scheme and the pension charge represents the amounts payable by the company to the fund in respect of the year.

1.10 Financial instruments

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

A financial liability exists where there is a contractual obligation to deliver cash or another financial asset to another entity, or to exchange financial assets or financial liabilities under potentially unfavourable conditions. In addition, contracts which result in the entity delivering a variable number of its own equity instruments are financial liabilities. Shares containing such obligations are classified as financial liabilities.

Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. The carrying amount of the liability is increased by the finance cost and reduced by payments made in respect of that liability. Finance costs are calculated so as to produce a constant rate of charge on the outstanding liability.

An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Dividends and distributions relating to equity instruments are debited directly to reserves.

1.11 Other operating income

Other operating income relates to rent receivable from the companys's investment property and sub letting of leased premises.

2. Other operating income

3. Operating profit

The operating profit is stated after charging:

4. Directors' remuneration

During the year retirement benefits were accruing to 9 directors (2013 - 9) in respect of defined contribution pension schemes.

5. Taxation

6. Intangible fixed assets

7. Tangible fixed assets

8. Investment property

The directors have been guided by a professional valuation, on an open market value for existing use basis.

9. Debtors

10. Creditors:

Amounts falling due within one year and after more than one year

The bank overdraft is secured by a mortgage debenture.

Included in creditors falling due within one year and after one year is £183,513 (2013: £nil) which relates to a bank loan which is secured and interest bearing at 7.5% over base rate. The loan is repayable in 36 equal monthly instalments and is personally guaranteed individually in equal proportion by six of the directors

Included in creditors falling due within one year and after one year is £118,136 (2013: £152,458) which relates to a loan made by the Wellfield Pension Fund. The loan is secured and interest bearing at 2.5% per annum and repayable over 59 equal monthly instalments. This loan is also guaranteed by EWA (Holdings) Limited.

Directors current account balances are unsecured and interest bearing at 2% over the company's bankers base rate.

Included in other creditors is £149,958 (2013: £190,000) which relates to a loan from L Korzilius, a director. This loan is interest bearing at 4.5% over the bank base rate and is re-payable in equal monthly instalments over 5 years.

The directors have provided individual guarantees limited personally to 10% of the outstanding loan amount plus interest and reasonable recovery costs, but not jointly and severally, in respect of the loan from L Korzilius.

11. Creditors:

Amounts falling due after more than one year

12. Deferred tax asset

The deferred tax asset is made up as follows:

13. Share capital

The various classes of shares have rights that rank pari passu.

14. Reserves

15. Dividends

16. Contingent liabilities

The directors have confirmed that there were no other contingent liabilities or assets at 31 July 2014 or 31 July 2013.

17. Capital commitments

The company had no capital commitments at 31 July 2014 or 31 July 2013.

18. Pension commitments

At 31 July 2014 the company owed its pension scheme provider L2,447 for employee contributions (2013: £nil).

19. Operating lease commitments

At 31 July 2014 the company had annual commitments under non-cancellable operating leases as follows:

20. Related party transactions

During the year the company paid rent and service charge under a twenty year lease to The Wellfield Fund which is a pensions vehicle in which certain directors of Ellis Williams Architects Limited have an interest. During the year ended 31 July 2014, rent of £66,000 plus VAT (2013: £86,000 plus VAT) was paid. There were no amounts outstanding at 31 July 2014 or 31 July 2013.

During the year, the company provided professional services and short term funding to AWE Developments LLP, an LLP in which certain directors of Ellis Williams Architects Limited are designated members. Repayments in the year amounted to £nil (2013: £12,275). Invoices paid on behalf of AWE Developments LLP by the company amounted to £27,572 (2013: £nil). The balance due from AWE Developments LLP at the year end amounted to £nil (2013: £nil) included in other debtors. An amount of £27,572 (2013: £nil) was provided for during the year as being irrecoverable, the total provision is now £602,194 (2013: £574,622).

During the year the company provided short term funding to a project management company AWE Project Management T T2 in which certain directors of Ellis Williams Architects Limited are designated members. The balance due from AWE Project Management LLP at the year end amounted to £nil (2013: £13,351) and repayments in the year amounted to £13,351 (2013: £nil). Also at 31 July 2014 the company owed AWE Project Management LLP £5,751 (2013: £19,602).

During the year the company paid dividends to the parent company, EWA (Holdings) Limited, amounting

to £715,630 (2013: £240,630), and at 31 July 2014 owed the parent company £116,786 (2013: £8,570).

At 31 July 2014 there were directors current account balances amounting to £649,063 (2013: £455,450). The amount outstanding at 31 July 2014 for each director was I G Nahapiet £101,784 (2013: £59,890), J T Buxton £42,886 (2013: £41,935) , W A Cain £97,656 (2013: £55,410), J S B Baker £49,118 (2013: £44,356), D B J Williams £41,993 (2013: £39,730), D Pfannenstiel £14,256 (2013: £10,081), B Fairbrother £100,819 (2013: £58,372), S T Ford £40,578 (2013: £34,894), P Duenas £92,272 (2013: £50,001), M D Evans £14,287 (2013: £14,116) and L Korzilius £53,413 (2013: £46,672). The amounts are unsecured and attract interest at 2% above the bank base rate.

Loan interest of £15,310 (2013: £8,124) was paid in the year to directors in respect of loans and other balances due from the company.

During the year ended 31 July 2013, L Korzilius, a director loaned the company £200,000. This loan is repayable over 60 monthly instalments of £3,333 and interest is payable monthly at 4.5% above the UK base rate. This loan is secured via personal guarantees from the directors and a parent company guarantee from EWA (Holdings) Limited. The balance outstanding at 31 July 2014 was £149,958 (2013: £190,000) and the interest paid in the year was £8,542 (2013: £2,458).

During the year ended 31 July 2013 the company also obtained £175,000 in loan finance from The Wellfield Fund which holds the company's pension scheme for directors. The loan is secured, interest bearing at 2.5% and repayable in 59 equal monthly instalments. The balance outstanding at 31 July 2014 was £118,136 (2013: £152,458).

21. Ultimate parent undertaking and controlling party

The ultimate parent undertaking and controlling party is EWA (Holdings) Limited, a company incorporated in England and Wales. EWA Holdings Limited own 100% of the authorised share capital.

Detailed trading and profit and loss account For the year ended 31 July 2014

Schedule to the detailed accounts For the year ended 31 July 2014