AnnuAl report & Accounts
2013
Dewhurst plc
FinAnciAl highlights
We are a global supplier
of quality components to
the lift, keypad and rail
industries.
Revenue £ million
2009
35.8
2010
2011
2012
2013
37.0
41.5
51.6
43.7
eARnInGS PeR SHARe pence
2009
2010
2011
2012
2013
15.70
38.43
40.97
34.35
44.48
Contents
Financial highlights
Chairman’s statement
Dewhurst at a glance
Strategic report
Financial review
Group five year review
Board of directors
Report of the directors
Consolidated financial statements
Notes to the accounts
Company financial statements
Report of the independent auditor
Notice of meeting
Group companies
Advisers and company information
1
2
3
4
10
11
12
13
16
19
38
41
42
43
44
2013
£(000)
2012
£(000)
Group revenue
£43,698
£51,555
Operating profit*
£4,084
£5,605
Earnings per share
15.70p
44.48p
Dividends per share
8.00p
12.02p
OPeRATInG PROFIT* £ million
2009
2010
2011
2012
2013
4.5
4.9
4.9
5.6
4.1
DIvIDenD PeR SHARe pence
2009
2010
2011
2012
6.06
6.36
6.69
7.02 12.02†
2013
8.00
* Operating profit before goodwill write down, amortisation of acquired intangibles and
gain on property disposal
† Includes special dividend of 5p per share
1
chAirmAn’s stAtement
Dewhurst At A glAnce
Acquisition and reorganisation
In February this year we acquired a 70% controlling
shareholding in Dual Engraving (Dual) based in Perth,
Western Australia (WA). Dual provides fixtures, cab
interiors and metalwork to the lift industry in WA. Dual
complements our existing companies in Australia and
allows us to provide improved support for customers across
this vast continent.
Action has been taken to restructure the transport division
in the UK and the Australian lift fixture businesses to
improve performance and operational control.
Dividends
We believe it is prudent to retain a cash reserve for the
business and do not intend to change that view. However,
one of our objectives is to increase the cash returned to
shareholders. Our dividend cover has historically been
very conservative, but we have consumed cash on a
number of planned investment projects in recent years
and the continuing support of the pension scheme. With
our current business position we believe we can raise the
dividend and still remain relatively conservative. As a result
it is our intention to increase the dividend to a level where
on average the maximum cover is 4 times earnings per
share. Clearly this is subject to the cash position remaining
healthy and any exceptional items. In view of these
intentions we are proposing to increase the dividend this
year despite the disappointing performance.
outlook
The transport division continues to struggle with weak
demand caused by the cutbacks in public sector spending
in the UK and we do not expect this to change in the
short term.
However there are currently definite signs of recovery in
some of our major markets, although there is uncertainty
about the sustainability of the trend. The UK economy is
growing again and North America continues to improve.
Conversely Australia has fallen back in the majority of our
markets on the East Coast. At the moment this is expected
to be a relatively short term dip, but we do feel it will last
until at least the half year point.
Overall, as long as the recovery maintains its momentum,
we feel there is a good opportunity to achieve improved
performance in the coming year.
the strategic reviews
of our businesses this
year have been focussed
on returning the Group
to growth.
RICHARD DeWHURst Chairman
results
Although we had predicted it, it is still disappointing to
report a fall in sales and profits. We did expect that
the deterioration in customer confidence we detected
during 2012 would impact our performance this year.
We also warned that keypad sales would fall back after an
exceptional 2012. Sales were down 15% to £43.7 million
(2012: £51.6 million), operating profit before goodwill
write down and amortisation of acquired intangibles was
£4.1 million (2012: £5.6 million before exceptional
gain on property) and profit before tax was £2.6 million
(2012: £5.4 million) down 52%.
The primary cause of the fall in sales was the reduction
in keypad sales back to normal levels. There was also a
significant drop in transport division sales in the UK
and a smaller fall in UK lift business sales. In Australia
and Asia the fall in sales from continuing businesses
was more than offset by the part year contribution from
our acquisition in this market. Apart from the acquisition,
the other area of growth has been North America,
where performance has improved significantly in the
last year.
It has been a difficult year in a number of respects.
But the Group’s employees have shown great flexibility and
resilience to help us work our way through this period.
I would like to thank them for their contribution to what
we have achieved this year.
2
group compAnies
the AmericAs
canada
Dupar Controls
usA
The Fixture Company
Elevator Research
Manufacturing Corp.
sAles BY region
uniteD KingDom
Dewhurst
Thames Valley Controls
Traffic Management Products
Cortest
europe
hungary
Dewhurst (Hungary)
AsiA
china
Dewhurst (Hong Kong)
AustrAlAsiA
Australia
Australian Lift Components
Lift Material Australia
JAS Engineering
Dual Engraving
29%
united
Kingdom
13%
europe
9%
Asia
27%
the Americas
22%
Australasia
LIFT cOmPOnenTS
KeyPADS
TRAnSPORT PRODucTS
Pushbuttons
Indicators
Banking terminals
Highway products
Security
Parking equipment
Auxiliary equipment
Ticketing machines
Pushbuttons
Lift control and
monitoring systems
Petrol pumps
Indicators and associated
products
Dewhurst company
Dewhurst company
Dewhurst company
Dewhurst agent
Dewhurst agent
3
to the Group are quality measures and on-time deliveries
to our customers.
operating highlights
It has been a very tough year for most operating
companies within the Group. After an excellent year last
year, we were aware that this year would be much more
difficult.
All employees though have worked hard during this period
and have remained motivated through some difficult times.
We have continued to improve our processes, reduce our
lead times, focus on our on-time deliveries and work on
quality improvements.
These advances, coupled with a good number of excellent
new products to sell and the feeling that we are selling
them into improving markets, ensures that we enter the
new financial year in a stronger position.
UnIteD KInGDoM
Dewhurst uK manufacturing
After the excitement of last year with our move to our
new premises in Feltham and sales well above forecast,
this year was a return to reality. We got on with the hard
graft of doing business in the current difficult business
environment. Early in the year and having operated
for over 12 months in the new facility, we recruited a
Continuous Improvement Manager. She has really helped
us to be more efficient in our new premises in Feltham,
making some good improvements, particularly in the way
we manufacture and assemble our fixtures. We have also
embarked on a rigorous 5S programme throughout the
factory and offices to Sort, Set in Order and Standardise
our processes and procedures. This has ensured that we
continue to work in a professional environment.
Over the last 12 months we have had two significant
exhibitions, LiftEx held in London, in May and Interlift,
customer-FrienDlY weBsite
new functionality for our website is currently being
tested internally. our aim is for the customer to have
an enhanced purchasing experience, being guided
through the selection process. At the end they will have
a graphical representation of the pushbutton they
have selected.
strAtegic report
We have supported our
commitment to quality
with significant investment
during the year.
DAvID DeWHURst Group Managing Director
Business review
The company and Group principal activity, in the course
of the year, continued to be the manufacture of electrical
components and control equipment for industrial and
commercial capital goods. The Group maintained its
position as a specialist supplier of equipment to lift,
transport and keypad sectors. A business review of the
Group’s operations is dealt with below in operating
highlights and in the Chairman’s Statement on page 2.
principal risks and uncertainties
The board is informed at every meeting of the principal
risks and uncertainties across the Group which could
have a material impact on the Group’s long and short
term performance and action plans to mitigate these
risks. The Group’s risk assessment process is designed to
identify, manage and mitigate business risks. Business and
operational risks are referred to in the business review.
Financial risks, being currency and credit risk are covered
within the financial review and the financial instruments
note (note 25).
Key performance indicators
The directors believe that the key financial performance
indicators relevant to the Group are earnings per share,
adjusted operating profit, profit before tax and return on
equity which are stated in the five year review on page 11.
The key non-financial performance indicators relevant
4
proDuct expAnsion
we have developed a new
version of our larger Jumbo
button, which is shallower
than previous variants but
performs better and offers
a wider range of features
and options.
1m
minimum
switching
operations
10
joules impact
resistance
5
strAtegic report continued
held in Germany in October. When it comes to product
development, exhibitions are a good incentive for focusing
attention. This year we have continued to develop our Hall
Lantern products and ancillary products for Destination
Control. We have launched a new range of UniBlade
Lanterns, which are quite striking in their design and easy
to install. UniBlade is available as both a Hall Lantern for
regular lift installations or as a Lift Identifier for Destination
Control Installations. As well as these products we have
broadened our range of conventional Hall Lanterns,
created a new vandal resistant surface mount faceplate
range and made numerous minor improvements to other
existing products.
As previously indicated, the last financial year was tough
for Dewhurst UK Manufacturing and sales were down
significantly from the previous year. We had however
anticipated this to a certain extent and had already taken
significant steps to reduce our overheads, with the result
that despite relatively low sales our overall financial
performance showed an encouraging improvement.
Indications are that the UK Lift Industry, in line with the UK
economy as a whole, is improving and we will be working
to capitalise on this.
remote liFt monitoring
customers have told us they want simple access to
monitor their lifts from mobile devices. cms Anywhere
provides this functionality within an intuitive and easy
to use package.
thames Valley controls
New Product Development was also one of the key
activities for TVC during the year. Although they do not
exhibit overseas, LiftEx was an important opportunity to
showcase new developments at the company and TVC
made the most of it.
At LiftEx we previewed the successor to our current Ethos
microprocessor, Ethos 2. This new processor features a
highly intuitive touch screen, which will make both system
set up and troubleshooting significantly easier for lift
engineers. We are looking for Ethos 2 to come on line
during the current financial year. We also launched an
upgraded version of our monitoring system platform CMS
Anywhere. The look of the screens has been changed to
a more modern tabulated view which allows easy viewing
over a wider range of platforms such as tablets and mobile
devices. There is also a new MAPS facility that enables
users to pinpoint the exact location of their lift or escalator
6
and to show its current status. This is particularly useful
if a person is trapped in a lift or if a critical escalator has
malfunctioned.
Our flagship product, Navigator, the Ethos Hall Call
Destination System, continues to gain traction in the
market and 2013 saw more systems being installed in
major modernisation projects in London.
Although the UK market has been difficult, TVC has fared
better than Dewhurst UK in terms of orders received, so we
start the year with a stronger order book than last year.
tmp
After last year’s solid sales growth, TMP was not immune
this year to the difficult environment in the UK and we
suffered a reduction in sales. The market continues to be
tough and there are some potential code changes which
will create challenges but also opportunities for TMP.
We have continued to invest heavily in new product
development. We launched our Apollo range of sign lights
in the first half of the year and we are now promoting
these with local authorities. Engineering focus is now back
on our core range of products and a new range of bollards
is due to be launched early in this financial year.
In mid-2013 John Bailey resigned as Managing Director of
TMP to pursue other interests, although he remains a
non-executive Director of Dewhurst plc. We have not yet
found a suitable successor but we are looking to fill the
position shortly.
Cortest ceased trading during the year.
eURoPe
Dewhurst hungary
Sales in Hungary last year were exceptional. We knew that
revenues would fall this year and sales in the year were in
line with our expectations.
There continues to be pressure on margins and the team
in Hungary have worked hard to implement efficiency
changes which have been reasonably effective.
A great deal of attention is paid to product quality and this
year we installed a test laboratory at the plant in Hungary.
This allows us to run product validation tests on a continual
basis on random units taken straight from the production
line. The strong focus on quality has allowed us to achieve
a significant reduction in rejects, measured in parts per
million by our key customer for the keypad parts. We
cannot achieve this alone and our team in Hungary work
closely with our supply base to ensure that we have
a robust supply chain.
Over the years we have suffered significant foreign
exchange gains and losses in Hungary. We have now
changed our base currency from the Forint to Sterling
and we are confident that this will significantly reduce the
impact of foreign exchange on the reported results.
leD technologY
our Apollo signlight was
designed to improve the
efficiency of lighting a
range of different shaped
road signs while still being
a stylish and attractive
addition to the street scene.
50%
reduction in
energy
100
litres per
minute water
jet tested
7
strAtegic report continued
noRtH AMeRICA
Dupar controls
Dupar Controls have performed well over the last few
years, despite the North American market being quite
difficult. This year however the market has improved and
Dupar Controls benefitted from that improvement.
The growth in the first half of the year was significant
enough to create challenges. The team at Dupar Controls
were quick to respond and boosted their capacity to ensure
that customer expectations continued to be met. It is
critical in all our businesses that we achieve a high level of
on-time delivery. It is also important that high levels of
quality and accuracy are maintained, so when customers
receive goods they meet expectations. Dupar Controls and
all our other fixtures businesses focus closely on these
aspects and we are confident that this strategy is helping
us to increase our market share.
Much of the product development carried out at
Dewhurst UK, is tailored specifically to the requirements
of our key export markets, such as North America. Both
Dupar Controls and Elevator Research and Manufacturing
will be promoting these products heavily during the
coming year.
elevator research & manufacturing (erm)
We made a large number of changes in the business last
year, dropping product lines that were no longer profitable.
We also relocated the fixture business into a more suitable
building and introduced some lean processes into the
operation.
The results have been encouraging and the business is now
on a much sounder footing. There is however a lot more
work to be done to bring the operation up to the standard
of other fixture businesses around the Group. This will take
time to achieve but it should allow ERM to thrive.
AUstRALAsIA & AsIA
Australian lift components (Alc)
It appeared that the Australian market was immune to the
downturn that had affected most other parts of the world.
Inevitably this could not last forever and during 2013 the
business environment turned and became much more
difficult. ALC sales dropped significantly as did those of
JAS and it became clear that we should merge these two
businesses to ensure that we made synergistic savings as
the market softened.
In 2013 we therefore incorporated JAS into ALC and we
now operate with one lift fixture company in New South
Wales. This is in reality a more efficient way to operate,
has simplified the management structure and will allow us
to provide a higher and more consistent level of service to
our customers.
Although the market has remained difficult through 2013,
there are signs that following the election the economy is
beginning to pick up.
8
lift material
Lift Material obviously experienced the same market
uncertainty as ALC. We did have our first full year of sales
of the Escalator Handrail Company (EHC) products and we
were confident that this would be a strong product line for
us which would generate significant sales. The pickup was
not quite as fast as we had hoped but nevertheless, we
generated good sales of EHC products which reduced the
overall impact of the market turndown.
The EHC product line takes up a considerable amount of
space and it was clear in early 2013 that we had outgrown
our Sydney warehouse. We have therefore moved into
larger premises, still conveniently located near all the lift
companies and with plenty of office and warehouse space
to allow us to expand over the medium term.
The interest in EHC products continues to build and we are
still very confident that this will be a key product line for us
over the coming years.
expAnDing our oFFer to customers
Dual Engraving provide high specification car interiors
to the western Australia market. many panels are
polished stainless steel or back painted glass and have
to be precisely manufactured to fit seamlessly within the
lift car.
Dual engraving
We acquired Dual Engraving in February 2013 and
revenues have been generally in line with expectations.
Dual Engraving specialise in the design and installation of
lift car interiors including the fixtures. They have worked
on a large number of the most prestigious new buildings in
Perth and have designed some quite spectacular interiors.
We have often looked at car interiors as a natural addition
to our range and with the acquisition of Dual we have
access to the expertise required to carry out this work.
It is true to say that Dual’s fortunes are very much linked
to the fortunes of Perth. We can look to broaden their
reach but certainly in the short term they are dependent
on growth in Perth. The city does remain buoyant and we
are confident that Dual will contribute significantly to the
Group over the coming years.
Approved and signed on behalf of the board
David Dewhurst
Group Managing Director
144
different
combinations
mADe to meAsure
our uniBlade hall lantern
is bright and clear from any
angle and is also a modular
design, which can be easily
tailored to fit with any
architect’s design scheme
for the building lobby.
350º
maximum
viewing angle
9
FinAnciAl reView
In 31 out of the last
32 years the dividend has
grown by 5% or more.
JAReD sInCLAIR Finance Director
trading results
Dewhurst had a very difficult trading year with sales down
on last year, primarily affected by the decline in transport
and keypad sales. The UK transport sector continued
to face a very tough and challenging year with sales to
local authorities down significantly in bollards and non-
destructive testing. As a result TMP has been restructured
to reduce its operational costs and Cortest has ceased
operation and will be wound up. Last year’s keypad sales
were aided by £3.1 million of additional pass through
revenue, but even allowing for the loss of these additional
sales, the keypad decline was still double digit. However
this was anticipated, because we recognised 2012 was
an exceptional year for keypad sales due to a customer
building up stock. The lift sector maintained overall sales
of £31.5 million with the drop in UK and Australian
fixture and UK controller sales being partially offset by
strong fixture and cab sales in North America along with
the additional 8 months sales from the new lift division
acquisition Dual Engraving. Overall revenue decreased by
15.2% from £51.6 million to £43.7 million whilst operating
profit before goodwill write down, acquired intangible
200
amortisation and the gain on the property disposal fell by
27.1% from £5.6 million to £4.1 million.
400
500
300
100
and so required a further and final goodwill write down.
In Sydney we had two companies providing lift fixtures to
the local market. We felt that this was a confusion in the
market and also we believed operational efficiency and
control could be enhanced by merging JAS Engineering
(JAS) into Australian Lift Components. With this merger the
goodwill at JAS could not really be separately identified, so
it has been decided to fully write this goodwill down. More
information can be found in note 10 to the accounts.
strong cash position
Despite a poor operating performance and pension
contributions of £1.4 million, cash flow was still good with
£3.8 million of cash being generated from operations.
The Group spent £1.7 million, as planned, acquiring 70%
of Dual Engraving as well as £1.0 million on an enhanced
dividend but still ended the year at a strong £10.5 million.
We started and finished the year with no borrowing or
bank overdraft facility.
Pension scheme deficit
A more detailed analysis of the retirement benefit fund
assets and liabilities movements is reported in note 22
under IAS 19, but this year has seen the scheme deficit
decrease by £1.4 million from £11.9 million to £10.5
million. The scheme was closed to future accrual in 2010
and the company has since paid in £1.4 million annually to
reduce the deficit. As previously reported the movement
in the liability discount rate, which is used to calculate the
net present value of future liabilities and is traditionally
based upon the 15 year AA bond yields, tends to have
the biggest impact on the scheme deficit and this year is
no different. With a move back up from 4.0% to 4.3%
this one assumption change had approximately a £2.0
million positive impact on the scheme position. We were
also assisted this year by improved investment returns. This
has meant that, in total over the past 3 years, investment
returns have performed broadly as expected.
The Group will continue to pay a fixed sum of £1.4 million
annually to reduce the defined benefit pension scheme
deficit and all recommendations made by the scheme’s
shAreholDers’ return
Total shareholders’ return over the last five years has been
111% for the ‘A’ shares and 200% for the ordinary shares.
500p
400p
300p
200p
100p
goodwill write down
TMP’s poor local sales and performance again meant that
the company fell short of its original purchase valuation
Sept
2008
Sept
2009
Sept
2010
Sept
2011
Sept
2012
Sept
2013
Ordinary share price
‘A’ Ordinary share price
GRoUP fIve yeAR RevIeW
2009
£(000)
2010
£(000)
2011
£(000)
2012
£(000)
2013
£(000)
Revenue
35,835
36,975
41,487
51,555
43,698
Adjusted operating profit*
4,511
4,871
4,880
5,605
Operating profit
Profit before taxation
4,511
4,871
4,424
5,660
4,428
4,827
4,320
5,442
4,084
2,594
2,595
As a percentage of total equity
22.7%
22.9%
19.9%
25.2%
11.9%
Taxation
Profit after taxation
Total equity
1,157
1,339
1,428
1,688
3,271
3,488
2,892
3,754
1,307
1,288
19,480
21,087
21,754
21,564
21,870
Earnings per share, basic and diluted
38.43p
40.97p
34.35p
44.48p
15.70p
Dividends per share
6.06p
6.36p
6.69p
12.02p
8.00p
* Operating profit before goodwill write down, amortisation of acquired intangibles and gain on property disposal
actuary to eliminate the scheme deficit within an agreed
timeframe have been fully implemented.
treasury policy
The Group seeks to reduce or eliminate financial risk to
ensure sufficient liquidity is available to meet foreseeable
needs and to invest cash assets safely and profitably. The
policies and procedures operated are regularly reviewed
and approved by the board. By varying the duration of its
fixed and floating cash deposits, the Group maximises the
return on interest earned.
With over three quarters of profit before tax earned and
held in foreign currencies the Group continues to hedge
internally where possible and to consider the need to
use derivatives in the form of foreign exchange contracts
to manage its currency risk, as reported in note 25. The
Group for several years has been particularly aware of
the translational currency risk resulting from Dewhurst
(Hungary) Kft’s functional currency being Sterling, yet its
local reporting currency being Hungarian Forints. As a
result from 1 October 2013 Dewhurst (Hungary) Kft’s local
reporting currency has been switched to Sterling to reduce
the impact of currency risk.
Dividends
Dividends are accounted for when paid or approved by
shareholders, and not when proposed, therefore the
proposed final dividend for 2013 has not been accrued
at the balance sheet date. The total dividend for 2013 of
8.00p per share is 14% up on 2012 (before last year’s
5p special dividend) and is covered 1.9 times by earnings.
Total equity improved from £21.6 million to £21.9 million.
There was no change in the number of allotted shares
during the year.
10
11
BoArD oF Directors
report oF the Directors
The directors present their annual report on the affairs
of the Group together with the financial statements and
auditor’s report for the year ended 30 September 2013.
share repurchases
The company did not repurchase any shares during
the year.
results and dividends
The trading profit for the year, after taxation, amounted to
£1.3 million (2012: £3.8 million).
A final dividend on the Ordinary and ‘A’ non-voting
ordinary shares of 5.66p per share (2012: 4.68p plus 5.00p
special) for the financial year ended 30 September 2013
will be proposed at the Annual General Meeting (AGM) to
be held on 4 February 2014. If approved, this dividend will
be paid on 20 February 2014 to members on the register at
17 January 2014.
An interim dividend of 2.34p per share (2012: 2.34p) was
paid on 27 August 2013.
A 5p special dividend in addition to the normal final
dividend on the Ordinary and ‘A’ non-voting ordinary shares
of 4.68p per share which amounted to £834k for the
financial year ended 30 September 2012 was approved
at the AGM held on 5 February 2013 and was paid on
21 February 2013 to members on the register at 18 January
2013, compared with 4.46p the previous year (£380k).
Acquisitions
On 4 February 2013, Dual Engraving Pty Ltd, a newly
formed and 70% owned Australian subsidiary of Dewhurst
plc acquired the business and assets of the partnership
trading as Dual Engraving from D.E. Corporate Pty Ltd
and Datree Pty Ltd for a maximum cash consideration of
A$4.1 million (£2.6 million). The 30% stake is retained by
Michael Cook (through D.E. Corporate Pty Ltd) who is a
director of Dual Engraving Pty Ltd and is actively involved in
the running of the business.
post balance sheet events
There have been no post balance sheet events since the
year end.
Directors
The members of the board during the year were:
Mr R M Dewhurst (chairman)
Mr D Dewhurst (group managing director)
Mr J C Sinclair
Mr R Young
Mr J Bailey (non-executive from 8 April 2013)
Mr P Tett (non-executive)
The directors retiring by rotation at this year’s Annual
General Meeting are Mr J Sinclair and Mr J Bailey who,
being eligible, offer themselves for re-election. The
unexpired period of Mr J Sinclair and Mr J Bailey’s service
agreement is less than one year.
During the year and at the date of approval of
the accounts, the Group maintained liability insurance for
all directors.
substantial shareholdings
At 24 November 2013, the company had been advised
of the following beneficial interests in excess of 3% of
the ordinary voting share capital (other than the holdings
shown under directors’ share interests).
Mrs V E Dewhurst
Fidelity NorthStar Fund
Mrs B Bruce
Ms E Dewhurst
Mr J H Ridley
651,000
200,000
190,208
175,333
126,000
Directors’ share interests
The table below sets out the names of the persons who were directors of the company during the financial year ended
30 September 2013 together with details of their own and their families’ beneficial interests in the shares of the
company at that date and corresponding details at 30 September 2012.
Mr R M Dewhurst
Mr D Dewhurst
Mr J C Sinclair
Mr R Young
Mr J Bailey
Mr P Tett
30 September 2013 30 September 2012
‘A’ ordinary
shares
‘A’ ordinary
shares
Ordinary
shares
Ordinary
shares
494,333
123,666
494,333
123,666
419,595
69,932
419,595
69,932
1,000
1,000
1,000
1,000
–
–
–
–
1,000
1,000
1,000
1,000
–
–
–
–
13
At 30 September 2013 and 30 September 2012 there were no share options allocated to the directors. During the
financial year no director was materially interested in any contract which was significant to the Group’s business.
On 2 October 2013 Mr R M Dewhurst purchased 2,000 non-voting ‘A’ ordinary shares.
richArD Dewhurst
BA (Eng Sc), ACMA
Chairman, 57, joined in
1985. Previously with Ford
Motor Co, Ernst & Whinney
Senior Management
Consultant.
DAViD Dewhurst
BSc (Elec Eng)
Group Managing Director,
52, joined in 1987.
Previously with Holmes &
Marchant plc.
JAreD sinclAir
BSc, ACA
Finance Director, 43,
joined in 1997. Previously
with Moores Rowland,
Chartered Accountants,
Audit Senior.
John BAileY
Non-executive Director, 43,
joined in 2008. Previously
with Brett Landscaping
& Building Products,
Commercial Director.
12
richArD Young
MBA, BSc, CEng, MIET
Managing Director –
Thames Valley Controls, 57,
joined in 1996. Previously
with MBM Technology
Ltd, Director and General
Manager.
peter tett
MA, MSc
Non-executive Director, 74,
joined in 2000. Previously
with Halma plc, Director.
report oF the Directors continued
Directors’ emoluments
The remuneration of the directors is shown below:
Executive directors:
Mr R M Dewhurst
Mr D Dewhurst
Mr J C Sinclair
Mr R Young
Mr J Bailey (up to 7 April 2013)
Non-executive directors:
Mr J Bailey (from 8 April 2013)
Mr P Tett
Salary
and fees
£(000)
Bonus
£(000)
Benefits
in kind
£(000)
Pension
2013
Total
2012
Total
£(000)
£(000)
£(000)
122
108
89
86
44
10
17
64
55
16
29
8
–
–
3
2
–
–
1
–
–
–
–
12
13
–
–
–
189
165
117
128
53
10
17
262
223
140
166
133
–
17
At the same date the register shows interests in excess of
3% of the ‘A’ non-voting ordinary share capital (other than
directors’ holdings) of:
Mrs V E Dewhurst
W B Nominees Ltd
Discretionary Unit Fund
Schweco Nominees Ltd –16495 Acct
Vidacos Nominees Ltd
TD Direct Investing Nominees Ltd
Ms E Dewhurst
518,000
387,000
350,000
302,500
251,500
217,960
167,416
employee involvement
Meetings, chaired by managing directors, are held with
employee representatives. The financial position and
prospects of the company are discussed together with
details of investment and changes in facilities which are
planned by management. Opportunity is given at the
meetings to question senior executives about matters
which concern the employees.
health and safety
Regular attention is given to health and safety with all
reasonable precautions taken to provide and maintain safe
working conditions for both employees and visitors alike,
which comply with statutory requirements and appropriate
codes of practice. In order to minimise the instances of
occupational accidents and illnesses detailed policies and
risk improvement programmes are regularly updated.
employment policies
The Group is committed to ensuring that:
All employees are treated fairly and equally irrespective
of gender, ethnic origin, religion, nationality, marital
status, sexuality or disability.
14
The working environment is conducive to achievement
and free from sexual harassment and intimidation.
Full and fair consideration is given to the employment
of disabled persons, having regard to their particular
aptitudes and abilities. Wherever possible, continuing
employment is provided for employees who become
disabled with appropriate arrangements for re-training
being made where necessary.
The Group has a development policy committing it
to the training and continuous development of its
employees to develop their full potential and to achieve
a more flexible and skilled workforce. Dewhurst plc,
the company, achieved IiP (Investors in People) status
which was awarded in January 2002 and has since been
successfully re-appraised.
research and development
The Group continues to invest in research and
development programmes for new products as well as new
processes and technologies to improve overall operational
effectiveness.
going concern
Positive steps to develop sales and control costs have
been taken by management to ensure the company has
adequate resources to continue in operational existence
for the foreseeable future, therefore the directors continue
to adopt a going concern basis in preparing the financial
statements.
Auditor
The current directors have taken all the steps that they
ought to have taken to make themselves aware of any
information needed by the Group’s auditor for the
purposes of the audit and to establish that the auditor is
aware of that information. The directors are not aware
of any relevant audit information of which the auditor is
unaware.
A resolution will be proposed at the Annual General
Meeting to re-appoint Chantrey Vellacott DFK LLP as
auditor and to authorise the directors to determine their
remuneration.
statement of directors’ responsibilities
The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any
time the financial position of the company and the Group
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 company
and the Group and for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The directors are responsible for preparing the annual
report, the directors’ report and the financial statements in
accordance with the Companies Act 2006. The directors
have prepared the financial statements for the Group and
the company in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European
Union.
International Accounting Standard 1 requires that
financial statements present fairly for each financial year
the Group’s financial position, financial performance and
cash flows. This requires the faithful representation of
the effects of transactions, other events and conditions in
accordance with the definitions and recognition criteria
for assets, liabilities, income and expenses set out in the
International Accounting Standards Board’s ‘Framework for
the preparation and presentation of financial statements’.
In virtually all circumstances, a fair presentation will be
achieved by compliance with all applicable IFRS. A fair
presentation also requires the directors to:
consistently select and apply appropriate accounting
policies; and
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
company will continue in business; and
present information, including accounting policies, in a
manner that provides relevant, reliable comparable and
understandable information; and
provide additional disclosures when compliance with
the specific requirements in IFRS is insufficient to
enable users to understand the impact of particular
transactions, other events and conditions on the entity’s
financial position and financial performance.
Financial statements are published on the Group’s website
in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial
statements, which may vary from legislation in other
jurisdictions. The maintenance and integrity of the Group’s
website is the responsibility of the directors. The directors’
responsibility also extends to the ongoing integrity of the
financial statements contained therein.
By order of the board
Jared Sinclair Secretary
2 December 2013
15
consoliDAteD FinAnciAl stAtements
ConsoLIDAteD InCoMe stAteMent
ConsoLIDAteD bALAnCe sHeet
For the year ended 30 September 2013
Continuing operations
Revenue
Operating costs
Adjusted operating profit*
Goodwill write down
Amortisation of acquired intangibles
Gain on disposal of property
Operating profit
Finance income
Finance costs
Profit before taxation
Taxation
Profit for the financial year
Attributable to:
Equity shareholders of the company
Non-controlling interests
Notes
2013
£(000)
2012
£(000)
2
3
43,698
51,555
(41,104)
(45,895)
4,084
5,605
10
(1,266)
(3,889)
(224)
–
–
3,944
2,594
5,660
100
(99)
124
(342)
2,595
5,442
(1,307)
(1,688)
1,288
3,754
1,336
(48)
1,288
3,786
(32)
3,754
5
6
7
8
21
Basic and diluted earnings per share
9
15.70p
44.48p
*Operating profit before goodwill write down, amortisation of acquired intangibles and gain on property disposal
ConsoLIDAteD stAteMent of ReCoGnIseD InCoMe AnD exPense
Net income/(expense) recognised directly in equity:
Actuarial gains/(losses) on the defined benefit pension scheme
Exchange differences on translation of foreign operations
Tax on items taken directly to equity
Net income/(expense) recognised directly in equity in the year
Profit for the financial year
Total recognised income and expense for the year
Attributable to:
Equity shareholders of the company
Non-controlling interests
Notes
22
21
2013
£(000)
2012
£(000)
68
(947)
184
(695)
1,288
593
717
(124)
593
(3,619)
49
821
(2,749)
3,754
1,005
1,004
1
1,005
At 30 September 2013
Non-current assets
Goodwill
Other intangibles
Property, plant and equipment
Deferred tax asset
Current assets
Inventories
Trade and other receivables
Current tax assets
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Current tax liabilities
Short-term provisions
Non-current liabilities
Retirement benefit obligation
Total liabilities
Net assets
Equity
Share capital
Share premium account
Capital redemption reserve
Translation reserve
Retained earnings
Total attributable to equity shareholders of the company
Non-controlling interests
Total equity
Notes
2013
£(000)
2012
£(000)
10
11
12
19
14
15
16
17
18
3,173
836
9,240
1,709
3,555
125
9,669
2,037
14,958
15,386
4,557
8,556
20
10,506
23,639
38,597
4,852
8,421
–
11,101
24,374
39,760
5,445
5,583
–
752
35
722
6,197
6,340
22
10,530
16,727
21,870
851
157
286
1,425
18,540
21,259
611
20
21
21
21
21
21
11,856
18,196
21,564
851
157
286
2,097
18,173
21,564
–
21,870
21,564
The financial statements were approved by the board of directors and authorised for issue on 2 December 2013 and were signed
on its behalf by:
Richard Dewhurst Chairman
Jared Sinclair Finance Director
Company Registration Number: 160314
The notes on pages 19 to 37 form part of these financial statements
The notes on pages 19 to 37 form part of these financial statements
16
17
consoliDAteD FinAnciAl stAtements continued
notes to the Accounts
ConsoLIDAteD CAsH fLoW stAteMent
For the year ended 30 September 2013
Cash flows from operating activities
Operating profit
Goodwill write down
Depreciation and amortisation
Additional contributions to pension scheme
Exchange adjustments
(Profit)/loss on disposal of property, plant and equipment
(Increase)/decrease in inventories
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Increase/(decrease) in provisions
Cash generated from operations
Interest paid
Tax paid
Net cash from operating activities
Cash flows from investing activities
Acquisition of subsidiary undertakings
Acquisition of business and assets
Proceeds from sale of property, plant and equipment
Purchase of property, plant and equipment
Development costs capitalised
Interest received
Notes
2013
£(000)
2012
£(000)
2,594
1,266
1,198
5,660
3,889
875
(1,356)
(1,399)
35
75
3,812
415
(135)
(308)
30
(155)
(3,964)
4,906
(583)
(27)
361
247
3,814
4,904
(1)
(869)
(5)
(889)
2,944
4,010
–
26
(1,716)
22
(587)
(112)
100
(585)
–
4,588
(1,374)
(104)
124
Net cash generated from/(used in) investing activities
(2,293)
2,649
Cash flows from financing activities
Dividends paid
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange adjustments on cash and cash equivalents
(1,023)
(1,023)
(372)
16
11,101
(223)
(579)
(579)
6,080
5,009
12
Cash and cash equivalents at end of year
16
10,506
11,101
The notes on pages 19 to 37 form part of these financial statements
18
note 1 ACCoUntInG PoLICIes
Basis of preparation
Dewhurst plc prepares its consolidated and company financial
statements on a going concern basis and in accordance with
International Financial Reporting Standards (IFRS) adopted by
the European Union (EU). The Group and company financial
statements have been prepared in accordance with those parts
of the Companies Act 2006 that are applicable to companies
adopting IFRS. The company is registered and incorporated in
the United Kingdom; and quoted on AIM.
The principal accounting policies applied in the preparation
of these financial statements are set out below. These policies
have been consistently applied to the years presented,
unless otherwise stated. The results have been prepared on the
basis of all IFRS issued by the International Accounting
Standards Board currently effective. The directors consider
the effects of standards issued but not yet effective to
be immaterial.
The preparation of financial statements in conformity with IFRS
requires the use of judgements, estimates and assumptions
that affect the reported amounts of assets, liabilities, income
and expenses. The estimates and associated assumptions are
based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results
of which form the basis of making judgements about carrying
values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on
an ongoing basis and revisions are recognised in the period
in which the estimate or assumption is revised. The key areas
where estimates have been used and assumptions applied are in
impairment testing of goodwill and investments, provisioning,
taxation and in assessing the defined benefit pension scheme
liabilities (see notes 10, 13, 18, 19 and 22 respectively).
The financial statements have been prepared under the
historical cost convention and are presented in Sterling to the
nearest thousand (£’000).
consolidation
The consolidated financial statements incorporate the results
of Dewhurst plc and all of its subsidiary undertakings made
up to 30 September 2013, adjusted to eliminate intra-group
balances, transactions, income and expenses. The Group has
used the acquisition method of accounting to consolidate the
results of subsidiary undertakings, which are included from the
date of acquisition.
revenue
Revenue is measured at the fair value of sales of goods and
services less returns and sales taxes. Revenue is recognised
on dispatch or on written acceptance by customers, whichever
is earlier.
customer loyalty rebates
The cost of customer loyalty rebates is recognised as a cost
of sale, with an accrual equal to the estimated fair value of
the loyalty rebate recognised when the original transaction
occurs. On redemption, the cost of redemption is offset against
the accrual.
property, plant and equipment
Property, plant and equipment is stated at cost or deemed cost
less accumulated depreciation and any recognised impairment
loss. Depreciation is charged so as to write off the cost over the
assets expected useful life. The depreciation rates used are:
Buildings (basic structure)
1½% – on a declining balance basis
Buildings (fittings)
5% to 20% – on a straight-line basis
Plant and equipment
10% to 331/3% – on a straight-line basis
investments in subsidiaries
In the accounts of the company, investments held as non-
current assets are stated at cost less provision for impairment.
goodwill
Goodwill arising on the acquisition of a subsidiary undertaking
is the difference between the fair value of the consideration
paid and the fair value of the assets and liabilities acquired,
and is recognised as an asset and reviewed for impairment at
least annually. Any impairment is recognised immediately in the
income statement and is not subsequently reversed. On disposal
of a subsidiary, the attributable amount of goodwill is included
in the determination of the profit or loss on disposal. Goodwill
arising on acquisitions before the date of transition to IFRS has
been retained at the previous UK GAAP amount subject to
being tested for impairment at that date.
inventories
Inventories are stated at the lower of weighted average cost
and net realisable value. Cost represents direct materials, labour
and appropriate production overheads. The Group provides for
all inventories where there is more than one year’s usage held
and where there is no annual usage. Therefore the directors
consider the carrying amounts are stated at their fair value after
deduction of appropriate allowances for estimated irrecoverable
amounts.
taxation
The tax expense represents the sum of the tax currently payable
and deferred tax. The tax currently payable is based on taxable
profit for the year. Taxable profit differs from the net profit as
reported in the income statement 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 Group’s liability for current tax is calculated
using tax rates that have been enacted or substantively enacted
by the balance sheet 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, and
is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all material
taxable temporary differences and deferred tax assets are only
recognised to the extent that taxable profits will be available
against which deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is
realised, based upon tax rates and laws that have been enacted
or substantively enacted by the balance sheet date. Deferred tax
is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which
case the deferred tax is also dealt with in equity.
19
notes to the Accounts continued
Foreign currencies
Foreign currency transactions of individual companies are
translated at the rates ruling when they occurred. Foreign
currency monetary assets and liabilities are retranslated at the
rates ruling at the balance sheet date. Any differences are taken
to the income statement.
The results of overseas operations are translated at the average
rates of exchange during the year and their balance sheets
translated into Sterling at the rates of exchange ruling at the
balance sheet date. Exchange differences which arise from
translation of the opening net assets and results of foreign
subsidiary undertakings and from translating the income
statement at an average rate are taken to reserves. All other
differences are taken to the income statement.
which dividends are approved by shareholders or paid, which
ever is earlier.
Financial instruments
The Group does not hold or issue derivative financial
instruments for speculative purposes.
trade receivables and payables
Trade receivables do not carry any interest and trade payables
are not interest bearing. Receipts and payments occur over a
short period and are subject to an insignificant risk of changes in
value. The Group provides for all trade receivables that are more
than ninety days overdue therefore the directors consider the
carrying amounts are stated at their fair value after deduction of
appropriate allowances for estimated irrecoverable amounts.
The treatment of tax charges or credits resulting from the
exchange differences reported above match the accounting
treatment and are either taken to reserves or to the income
statement as appropriate.
Financial liabilities
Financial liabilities incurred by the Group are classified according
to the substance of the contractual arrangements entered into
and measured at their amortised cost.
cash and cash equivalents
Cash and cash equivalents comprise cash on hand and short-
term deposits that are readily convertible to a known amount of
cash and are subject to an insignificant risk of changes in value.
provisions
Provisions are recognised for liabilities of uncertain timing or
amount when there is a present legal or constructive obligation
that has arisen as a result of past events, for which it is probable
that an outflow of economic benefit will be required to settle
the obligation, and where the amount of the obligation can be
reliably estimated (see notes 15 and 18).
research and development
Development expenditure that satisfies the criteria of IAS 38
for recognition as an intangible asset is capitalised and then
amortised on a straight-line basis over its expected useful life
of up to three years. Expenditure on development activities
that does not meet these criteria along with research activities
are recognised as an expense in the period in which they are
incurred.
operating leases
Rentals under operating leases are charged to the income
statement in equal annual amounts over the lease term. Benefits
received as incentives to enter into the agreements are also
spread on a straight-line basis over the lease term.
Employee benefits
The Group operates both a defined contribution and a defined
benefit type pension scheme. Contributions in respect of
the defined contribution schemes are charged to the income
statement in the year they fall due. The defined benefit scheme
has been set up under a trust deed with its financial assets held
separately from those of the Group and is controlled by the
trustees. The pension cost is assessed in accordance with the
advice of an independent qualified actuary to recognise the
expected cost of providing pensions on a systematic and rational
basis over the expected remaining service lives of employees.
The liability recognised in the balance sheet in respect of the
defined benefit pension scheme is the present value of the
defined benefit obligation at the balance sheet date less the
fair value of scheme assets, together with adjustments for
unrecognised actuarial gains and losses and past service costs.
The defined benefit obligation is determined by discounting the
estimated future cash outflows using interest rates of high-
quality corporate bonds approximating to the terms of the
related pension liability.
Actuarial gains and losses are recognised in full in the statement
of recognised income and expense. Current and past service
costs are charged to the income statement under pension
costs in operating expenses. Interest on the pension scheme’s
liabilities and the expected return on the scheme’s assets are
recognised within finance costs in the income statement.
Dividends
Dividend distribution to the company’s shareholders is
recognised in the Group’s financial statements in the year in
20
note 2 seGMent RePoRtInG
For management purposes, the Group reports its primary segmental information by geographical destination.
The geographical analysis by significant regions is as follows:
United Kingdom
Europe
The Americas
Asia & Australia
Other
Inter-company sales
Finance income/(costs)
Consolidated revenue/profit before tax for the year
43,698
51,555
2,595
United Kingdom
Europe
The Americas
Asia & Australia
Other
2013
£(000)
Assets
2012
£(000)
14,587
15,675
4,663
8,952
5,828
6,867
10,208
11,255
187
135
2013
£(000)
7,872
2,040
3,704
2,981
130
Consolidated assets/liabilities for the year
38,597
39,760
16,727
18,196
2013
£(000)
13,029
5,690
13,088
14,633
69
Revenue
2012
£(000)
16,481
9,984
12,307
15,884
59
Operating profit
2012
£(000)
2013
£(000)
(72)
553
1,542
571
–
1,470
1,377
338
2,470
5
46,509
54,715
2,594
5,660
(2,811)
(3,160)
1
(218)
5,442
Liabilities
2012
£(000)
8,844
2,815
3,176
3,254
107
343
51
200
280
1
875
Revenue
2012
£(000)
34,391
4,878
15,446
54,715
Capital additions
2013
£(000)
281
53
113
2,752
1
2012
£(000)
1,076
113
82
205
2
Depreciation and
amortisation
2012
£(000)
2013
£(000)
345
70
230
550
3
3,200
1,478
1,198
2013
£(000)
34,082
2,797
9,630
46,509
(2,811)
(3,160)
43,698
51,555
21
United Kingdom
Europe
The Americas
Asia & Australia
Other
Total Group
The secondary segmental reporting is by the following business sectors:
Sector
Lift
Transport
Keypad
Inter-company sales
notes to the Accounts continued
note 2 seGMent RePoRtInG continued
note 4 stAff Costs AnD InfoRMAtIon ReGARDInG eMPLoyees
Lift
Transport
Keypad
Total Group
note 3 oPeRAtInG Costs
Movement in inventory provision obsolescence
Cost of inventories recognised as an expense
Staff costs (see note 4)
Depreciation
Amortisation
Write down of goodwill
Gain on disposal of property
Foreign exchange differences
Other operating charges
Operating costs
2013
£(000)
Assets
2012
£(000)
Capital additions
2012
£(000)
2013
£(000)
30,933
30,567
3,055
1,256
1,669
5,995
2,965
6,228
138
7
89
133
38,597
39,760
3,200
1,478
2013
£(000)
(35)
20,279
13,692
858
340
1,266
–
210
4,494
2012
£(000)
25
25,959
14,105
738
137
3,889
(3,944)
155
4,831
41,104
45,895
Other operating charges include lease rentals on premises £393k (2012: £366k) and lease rentals on motor vehicles £91k (2012:
£78k), loss on sale of property, plant and equipment £75k (2012: profit of £20k) and auditor’s remuneration detailed below.
Expenditure on research and development was £830k (2012: £766k).
Auditor’s remuneration:
Amounts paid to Chantrey Vellacott DFK LLP and DFK associates
Statutory audit services
Pension audit services
Taxation compliance services
Other taxation advisory services
2013
£(000)
81
5
14
10
The Group
2012
£(000)
73
5
11
64
110
153
2013
£(000)
19
1
1
4
25
The Company
2012
£(000)
14
2
1
62
79
22
Costs during the year were as follows:
Wages and salaries
Social security costs
Pension costs (see note 22)
The average number of employees during the year was:
Office and management
Manufacturing
2013
£(000)
The Group
2012
£(000)
12,132
12,477
866
694
939
689
13,692
14,105
2013
£(000)
472
60
70
602
The Company
2012
£(000)
676
87
128
891
2013
No.
164
198
362
The Group
2012
No.
163
194
357
2013
No.
The Company
2012
No.
8
–
8
8
–
8
The executive directors comprise the key management personnel of the Group and company in both the current and previous years.
The total amount of the directors’ remuneration was as follows:
Emoluments – Executive directors
Emoluments – Non-executive directors
2013
£(000)
627
27
654
2012
£(000)
905
17
922
Four directors became deferred members in the company’s defined benefit pension scheme after the scheme closed to future accrual
on 30 September 2010.
The emoluments of the directors is reported on page 14 of the directors report and the remuneration of the highest paid director
during the year was £189k (2012: £262k). The highest paid director, under the defined benefit scheme has accrued pension of
£118k (2012: £113k) and an accrued lump sum of £2,090k (2012: £2,127k).
note 5 fInAnCe InCoMe
Bank deposit interest
Other interest receivable
note 6 fInAnCe Costs
Interest payable on bank overdraft and loans
Net costs on defined benefit pension scheme
2013
£(000)
100
–
100
2013
£(000)
(1)
(98)
(99)
2012
£(000)
121
3
124
2012
£(000)
(5)
(337)
(342)
23
notes to the Accounts continued
note 7 tAx
Current tax
UK corporation tax at 23.5% (2012: 25.0%)
Adjustment on prior years tax
Overseas taxation
Deferred tax
Movement in deferred taxation provision
Tax expense in the income statement
2013
£(000)
7
(43)
849
813
494
1,307
2012
£(000)
–
(135)
1,260
1,125
563
1,688
The tax assessed for the year is different from the standard rate of corporation tax in the UK. The differences are explained below:
Profit before tax
Standard rate of corporation tax in the UK
Effects of:
Adjustments in respect of prior years
Overseas withholding tax
Deferred tax
Unrelieved tax losses in the period
Additional reduction for R&D expenditure
Expenses not deductible for tax purposes
Effective tax rate for the year
2013
£(000)
2,595
23.5%
(1.7%)
0.3%
19.0%
13.5%
(6.5%)
2.3%
50.4%
2012
£(000)
5,442
25.0%
(2.5%)
0.8%
10.4%
–
(2.0%)
(0.7%)
31.0%
note 8 PRofIt foR tHe fInAnCIAL yeAR
The Group profit for the year includes £1,992k (2012: £769k) of profit after tax, which has been dealt with in the financial
statements of the holding company. The company has taken advantage of the exemption allowed under section 408 of the
Companies Act 2006 and has not presented its own income statement in these financial statements.
note 9 eARnInGs PeR sHARe AnD DIvIDenD PeR sHARe
Weighted average number of shares
For basic and diluted earnings per share
2013
No.
2012
No.
8,511,398
8,511,398
The calculation of basic and diluted earnings per share is based on the profit for the financial year of £1,336,093 and on 8,511,398
Ordinary 10p and ‘A’ non-voting ordinary 10p shares, being the weighted average number of shares in issue throughout the
financial year.
Paid dividends per 10p ordinary share
2012 final paid of 9.68p (2011: 4.46p)
2013 interim paid of 2.34p (2012: 2.34p)
2013
£(000)
(824)
(199)
2012
£(000)
(380)
(199)
The final proposed dividend is based on 3,309,200 Ordinary 10p shares and 5,202,198 ‘A’ non-voting ordinary 10p shares, being
the latest number of shares in issue. The directors are proposing a final dividend of 5.66p (2012: 9.68p which included a 5p special
dividend) per share, totalling £482k (2012: £824k). This dividend has not been accrued at the balance sheet date.
note 10 GooDWILL
Cost or valuation:
At 1 October
Exchange adjustment
Additions on acquisition of subsidiaries
At 30 September
Amortisation and impairment:
At 1 October
Exchange adjustment
Write down
At 30 September
Net book value:
At 30 September
The Group
2012
£(000)
2013
£(000)
The Company
2012
£(000)
2013
£(000)
9,032
(577)
1,285
9,740
5,477
(176)
1,266
6,567
8,938
94
–
9,032
1,581
7
3,889
5,477
3,173
3,555
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Goodwill is allocated at acquisition to the business units that are expected to benefit from that acquisition. The carrying amounts of
goodwill have been allocated as follows:
United Kingdom
Asia & Australia
2013
£(000)
–
3,173
3,173
The Group
2012
£(000)
667
2,888
3,555
2013
£(000)
The Company
2012
£(000)
–
–
–
–
–
–
The goodwill relates to two Cash Generating Units (CGU) in the UK, Traffic Management Products business acquired in January 2006
and the Switching Components business acquired in October 2007, two CGUs in America, Elevator Research Manufacturing Corp.
and Winter & Bain acquired in December 2010 and four CGUs in Australia, Australian Lift Components Pty Ltd acquired in February
2000, Lift Material Australia Pty Ltd acquired in July 2005, JAS Engineering Pty Ltd acquired in December 2010 and Dual Engraving
Pty Ltd acquired in February 2013.
Goodwill values have been tested for impairment by comparing them against the value in use of the relevant CGUs. The value in use
calculations are based on current or projected pre-tax profits, derived from current results or 12 month forecasts approved by the
board, discounted at 5% per annum to calculate their net present value.
The key assumptions used for the ‘value in use’ calculation for these CGUs are the sales and margin projections, the private company
price index (PCPI) multiple applied to forecast profits and the discount rate. Sales growth is not based upon past experience but
on future expectations because of recent product development. Margins are in line with past experience, and both the PCPI
multiple and discount rate are derived from external sources of information and felt to be most appropriate. Based upon these key
assumptions the goodwill impairment charge that arose during the current year is in relation to Traffic Management Products and
JAS Engineering Pty Ltd with goodwill written down by £667k & £599k (2012: £160k, £3,130k & £599k write down on Switching
Components, Traffic Management Products and Elevator Research Manufacturing Corp) respectively in the financial year.
24
25
notes to the Accounts continued
note 11 otHeR IntAnGIbLes
note 12 PRoPeRty, PLAnt AnD eqUIPMent
Development costs
Cost or valuation:
At 1 October
Exchange adjustment
Additions on acquisition of subsidiaries
Additions
Disposal
At 30 September
Amortisation:
At 1 October
Exchange adjustment
Charge for the year
Disposal
At 30 September
Net book value:
At 30 September
At 30 September – prior year
2013
£(000)
777
(114)
1,031
111
(242)
1,563
652
(23)
340
(242)
727
836
125
The Group
2012
£(000)
2013
£(000)
The Company
2012
£(000)
738
–
–
104
(65)
777
580
–
137
(65)
652
125
158
–
–
–
–
–
–
–
–
–
–
–
–
–
65
–
–
–
(65)
–
65
–
–
(65)
–
–
–
All amortisation has been charged to the income statement through operating costs and no intangible items are held as security.
Cost or valuation:
At 1 October 2011
Exchange adjustment
Additions
Disposals
At 1 October 2012
Exchange adjustment
Additions on acquisition of subsidiaries
Additions
Disposals
Property
£(000)
Plant and
equipment
£(000)
The Group
Total
Property
£(000)
£(000)
Plant and
equipment
£(000)
8,665
7,712
16,377
6,249
53
785
37
589
90
1,374
(819)
(2,084)
(2,903)
–
765
(816)
8,684
(210)
–
14
–
6,254
14,938
6,198
(224)
(434)
185
574
185
588
(260)
(260)
–
–
10
–
346
–
170
(344)
172
–
–
–
–
The Company
Total
£(000)
6,595
–
935
(1,160)
6,370
–
–
10
–
At 30 September 2013
8,488
6,529
15,017
6,208
172
6,380
Depreciation:
At 1 October 2011
Exchange adjustment
Charge for the year
Disposals
At 1 October 2012
Exchange adjustment
Charge for the year
Disposals
At 30 September 2013
Net book value:
At 30 September 2013
At 30 September 2012
834
7
164
(226)
779
(43)
190
–
926
5,962
6,796
7
574
14
738
321
–
93
345
–
11
(2,053)
(2,279)
(224)
(344)
4,490
5,269
(144)
668
(163)
(187)
858
(163)
4,851
5,777
190
–
119
–
309
12
–
37
–
49
666
–
104
(568)
202
–
156
–
358
7,562
7,905
1,678
1,764
9,240
9,669
5,899
6,008
123
160
6,022
6,168
Capital commitments contracted by the Group at 30 September 2013 amounted to £80k (2012: £73k) and by the company £65k
(2012: £73k). Capital commitments authorised but not contracted by the Group at 30 September 2013 amounted to £Nil (2012:
£78k) and by the company £Nil (2012: £Nil).
26
27
notes to the Accounts continued
note 13 InvestMents – sHARes In sUbsIDIARy UnDeRtAKInGs
note 14 InventoRIes
The Company
Investments (ordinary shares) in subsidiary undertakings are:
Cost:
Dewhurst UK Manufacturing Ltd
Thames Valley Controls Ltd
Traffic Management Products Ltd
Cortest Ltd
Dewhurst (Hungary) Kft
Dupar Controls Inc.
The Fixture Company
Elevator Research Manufacturing Corp.
Australian Lift Components Pty Ltd
Lift Material Australia Pty Ltd
JAS Engineering Pty Ltd
Dual Engraving Pty Ltd (created 4 Oct 2012)
Dewhurst Australian Property Pty Ltd
Dewhurst (Hong Kong) Ltd
Provision for impairment
2013
£(000)
175
300
2012
£(000)
175
300
4,516
4,516
–
72
35
32
2,390
1,798
85
123
1,716
97
1
11,340
(6,938)
4,402
50
72
35
32
2,390
1,798
85
123
–
97
1
9,674
(6,138)
3,536
The company has thirteen wholly-owned subsidiaries, Dewhurst UK Manufacturing Ltd, Thames Valley Controls Ltd, Traffic
Management Products Ltd (TMP) and Cortest Ltd, registered and principally operating in England, Dewhurst (Hungary) Kft, registered
and principally operating in Hungary, Dupar Controls Inc., registered and principally operating in Canada, The Fixture Company and
Elevator Research Manufacturing Corp. (ERM) registered and principally operating in the United States of America, Australian Lift
Components Pty Ltd, Lift Material Australia Pty Ltd, JAS Engineering Pty Ltd and Dewhurst Australian Property Pty Ltd, all registered
and principally operating in Australia and Dewhurst (Hong Kong) Ltd registered and principally operating in Hong Kong. Dual
Engraving Pty Ltd which principally operates in Australia is not wholly-owned but instead is 70% owned. All companies have similar
principal activities to Dewhurst plc, except TMP and Cortest, which operate solely in the transport sector and Dewhurst Australian
Property Pty Ltd, which operates solely to hold Australian Lift Components Pty Ltd’s property. TMP, TFC and ERM have all been 100%
provided for at the end of this financial year (2012: 3,715k of TMP, £32k of TFC and £2,390k of ERM).
Raw materials and components
Work-in-progress
Finished goods and goods for re-sale
2013
£(000)
2,865
330
1,362
4,557
The Group
2012
£(000)
3,075
328
1,449
4,852
2013
£(000)
The Company
2012
£(000)
–
–
–
–
–
–
–
–
There is no material difference between the replacement cost of inventories and the amounts stated above.
note 15 tRADe AnD otHeR ReCeIv AbLes
Trade receivables
Amounts due from subsidiary undertakings
Other receivables
Prepayments and accrued income
2013
£(000)
8,419
–
29
108
The Group
2012
£(000)
8,312
–
24
85
2013
£(000)
–
The Company
2012
£(000)
–
3,869
3,910
–
19
–
–
8,556
8,421
3,888
3,910
Trade receivables are shown net of provision for impairment. The movements in the provision for impairment of receivables
were as follows:
At 1 October
Charge for the year
Costs incurred
At 30 September
2013
£(000)
149
67
(36)
180
The Group
2012
£(000)
2013
£(000)
The Company
2012
£(000)
242
(48)
(45)
149
–
–
–
–
–
–
–
–
At the balance sheet date the ageing analysis of trade receivables, with normal terms being 30 days net monthly, not provided for
was as follows:
As at 30 September 2013
As at 30 September 2012
Total
£(000)
8,419
8,312
Within
terms
£(000)
6,034
6,556
Up to 1
month
overdue
£(000)
1,569
1,266
Up to 2
months
overdue
£(000)
511
313
Over 2
months
overdue
£(000)
305
177
28
29
notes to the Accounts continued
note 16 CAsH AnD CAsH eqUIv ALents
note 19 DefeRReD tAxAtIon
Cash
Short-term deposits
note 17 tRADe AnD otHeR PAyAbLes
Trade payables
Other taxes and social security costs
Other payables
Accruals and deferred income
2013
£(000)
8,006
2,500
The Group
2012
£(000)
8,101
3,000
10,506
11,101
2013
£(000)
522
2,500
3,022
The Company
2012
£(000)
677
3,000
3,677
2013
£(000)
2,134
662
122
2,527
5,445
The Group
2012
£(000)
2013
£(000)
The Company
2012
£(000)
2,351
497
103
2,632
5,583
–
13
41
282
336
3
17
41
491
552
Deferred tax asset:
At 1 October
Transfer directly (to)/from equity
Transfer (to)/from income statement
At 30 September
Deferred tax at 30 September relates to the following:
Deferred taxation
Defined benefit pension scheme
Provisions
Exchange differences on translation of foreign operations
2013
£(000)
2,037
166
(494)
The Group
2012
£(000)
1,779
821
(563)
2013
£(000)
2,684
(14)
(529)
The Company
2012
£(000)
2,426
832
(574)
1,709
2,037
2,141
2,684
2013
£(000)
2,211
121
(623)
The Group
2012
£(000)
2,726
133
(822)
2013
£(000)
2,211
(70)
–
The Company
2012
£(000)
2,726
(42)
–
Deferred tax asset
1,709
2,037
2,141
2,684
The directors consider that the carrying amount of trade payables approximates to their fair value.
note 18 sHoRt-teRM PRovIsIons
Warranty provisions
2013
£(000)
752
The Group
2012
£(000)
722
2013
£(000)
–
The Company
2012
£(000)
–
Warranties are provided in the normal course of business based on current issues and are costed on an assessment of future claims
with reference to past claims. The provision is in relation to replacement and change-out costs and although it is not possible to
estimate the timing of crystallisation of the potential liability it is expected that it will be utilised during the coming year. Amounts
charged to the Group income statement during the year were £135k (2012: £424k). Amounts utilised by the Group in the year were
£105k (2012: £177k). There were no amounts charged or utilised this year or last year by the company.
note 20 sHARe CAPItAL
Authorised:
Shares of 10p each – 4,500,000 Ordinary
– 9,000,000 ‘A’ non-voting ordinary
Allotted and fully paid:
Shares of 10p each – 3,309,200 (2012: 3,309,200) Ordinary
– 5,202,198 (2012: 5,202,198) ‘A’ non-voting ordinary
2013
£(000)
450
900
2012
£(000)
450
900
1,350
1,350
2013
£(000)
331
520
851
2012
£(000)
331
520
851
The Ordinary shares and the ‘A’ non-voting ordinary shares rank in all respects pari passu except that the ‘A’ non-voting ordinary
shares do not carry the right to receive notices, attend or vote at meetings of the company.
30
31
notes to the Accounts continued
note 21 CHAnGes In eqUIty
note 22 RetIReMent benefIt obLIGAtIon
Share
capital
£(000)
Share
Capital Translation
reserve
premium redemption
reserve
account
£(000)
£(000)
£(000)
The Group
Retained
Non-
earnings controlling
interest
£(000)
£(000)
Share
capital
£(000)
The Company
Retained
earnings
Share
Capital
premium redemption
reserve
account
£(000)
£(000)
£(000)
At 1 October 2011
851
157
286
2,059 18,252
149
851
157
286
8,889
Exchange differences on
translation of foreign operations –
Actuarial gains/(losses) on
defined benefit pension scheme
Net costs of acquiring the
final stake in ERM
Tax on items taken directly to equity
Dividends paid
Profit for the year
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
49
–
–
(3,619)
–
–
–
(467)
(149)
(11)
832
–
–
(579)
3,754
At 1 October 2012
851
157
286
2,097 18,173
Shares issued
Exchange differences on
translation of foreign operations
Actuarial gains/(losses) on
defined benefit pension scheme
Tax on items taken
directly to equity
Dividends paid
Profit for the year
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(871)
–
–
735
(76)
–
68
199
(14)
(1,023)
–
–
1,336
(48)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(3,619)
–
–
–
–
–
832
(579)
769
851
157
286
6,292
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
68
(14)
(1,023)
1,992
At 30 September 2013
851
157
286
1,425 18,540
611
851
157
286
7,315
Included in retained earnings is (£10,050k) (2012: (£10,118k)) being the cumulative actuarial gains or (losses) on defined benefit
pension scheme.
The Group operates pension schemes in the UK, Canada, Australia and the USA, and also complies with Hungarian state legislation.
During the year the UK operated both defined contribution schemes, the assets of which are held in independently administered
funds, and a defined benefit scheme, the assets of which are held in trustee administered funds. The total pension cost for the
Group was £694k (2012: £689k), of which £694k (2012: £587k) relates to defined contribution schemes and £Nil (2012: £102k)
relates to the defined benefit scheme. The Hungarian, Canadian, USA and Australian schemes are of the defined contribution type
and the cost to the Group amounted to £363k (2012: £310k). There was £22k of outstanding charges at the balance sheet date
in respect of the defined benefit scheme (2012: £22k). On 30 September 2010 the company closed the defined benefit scheme to
future accrual and offered all existing members future pension benefits in a new Group defined contribution scheme. There were
still contributions during the year of £1,404k into the defined benefit scheme (2012: £1,404k). This method of calculating the rate
and amount has been agreed with the actuary. The percentage contribution covered the current service accruals and the fixed sum is
paid to reduce the fund deficit.
As required under the Welfare Reform and Pensions Act 1999 and Stakeholder Pension Schemes Regulations 2000 the Group has
offered access to a stakeholder pension scheme to employees in its UK-based companies.
The pension cost relating to the UK defined benefit scheme is assessed in accordance with the advice of qualified actuaries using the
new scheme specific funding regime which came into force in September 2005. The latest actuarial valuation of the scheme was on
1 June 2012. Generally, it has been assumed that future investment yields would be at 4.6% per annum (pre-retirement) and 3.1%
(post-retirement).
At the date of the latest actuarial valuation of the UK scheme, the market value of the assets of the scheme exceeded £21.1 million
and the funding level on the on-going valuation basis was 59%. The 2012 actuarial valuation takes account of secured pensioners
when assessing the assets and liabilities of the fund. All the recommendations made by the scheme’s actuary to eliminate the scheme
deficit have been fully implemented.
IAS 19 Employee benefits
Under IAS 19 a snapshot is taken of the retirement benefit fund assets and liabilities to coincide with the company’s financial year-
end. Thus movements in equity and bond markets and in discount rates may create some volatility in the calculation of the scheme
assets and liabilities. The FTSE-100 index stood at 6,462 at 30 September 2013 (2012: 5,742).
Assumptions
The following actuarial assumptions, updated to 30 September 2013 by the scheme actuary, have been used in preparing the
disclosures required under IAS 19:
Retail price index expected to rise by
Pensionable salaries will increase by
Deferred pensions and pensions in payment will increase by
Liabilities discounted at a rate of
Expected lifetime for a member retiring at the accounting date – for males
Future expected lifetime for a member retiring in 20 years’ time – for males
– for females
– for females
2013
3.0%
n/a
3.0%
4.3%
23.2 yrs
24.4 yrs
26.0 yrs
26.4 yrs
2012
2.4%
n/a
2.4%
4.0%
23.1 yrs
24.3 yrs
25.9 yrs
26.3 yrs
32
33
notes to the Accounts continued
note 22 RetIReMent benefIt obLIGAtIon continued
The assets in the scheme and the expected rates of return:
History of experience gains and losses:
Difference between the expected and actual return on scheme assets
IAS 19 requires the value of annuities purchased in respect of pensioners and widow(er)s to be taken into current year calculations.
Percentage of scheme assets
Long-term
rate of return
expected at
30 Sept 2013
Fair value at
30 Sept 2013
£(000)
Long-term
rate of return
expected at
30 Sept 2012
Fair value at
30 Sept 2012
£(000)
Fair value at
30 Sept 2011
£(000)
7.5%
4.3%
2.5%
17,468
3,910
3,963
25,341
(35,871)
(10,530)
2,211
(8,319)
6.2%
4.0%
3.0%
14,282
15,074
4,402
3,505
1,293
3,169
22,189
19,536
(34,045)
(28,835)
(11,856)
2,726
(9,130)
(9,299)
2,418
(6,881)
Experience gains and losses on scheme liabilities
Percentage of the present value of scheme liabilities
Total amount recognised in SoRIE
Percentage of the present value of scheme liabilities
note 23 LeAse CoMMItMents
2013
£(000)
1,348
5.3%
(138)
0.4%
2012
£(000)
788
2011
£(000)
(2,217)
3.6%
(11.3%)
(159)
0.5%
–
–
68
(3,619)
(0.2%)
10.6%
(2,423)
8.4%
Equities
Bonds
Other
Total fair value of scheme assets
Present value of scheme liabilities
Scheme deficit
Related deferred tax asset
Net pension liability
Amounts charged to operating profit:
Current service cost
Total operating charge
Amounts charged to other finance costs:
Expected return on pension scheme assets
Interest on pension scheme liabilities
Net benefit/(cost)
Amounts recognised in the statement of recognised income and expenses (SoRIE):
Actual return less expected return on pension scheme assets
Experience gains and losses arising on the scheme liabilities
Changes in assumptions underlying the present value of the scheme liabilities
Actuarial gains/(losses) recognised in SoRIE
The movement in the scheme assets, liabilities and the net deficit are as follows:
Deficit in scheme at 1 October
Movement in the year Current service cost
Contributions
Administration charge
Other finance costs
Actuarial gains/(losses)
Deficit in scheme at 30 September
34
2013
£(000)
–
–
2012
£(000)
–
–
2013
£(000)
1,247
2012
£(000)
1,087
(1,345)
(1,424)
(98)
(337)
2013
£(000)
1,348
(138)
(1,142)
68
2012
£(000)
788
(159)
(4,248)
(3,619)
2011
£(000)
–
–
2011
£(000)
1,256
(1,377)
(121)
2011
£(000)
(2,217)
–
(206)
(2,423)
2013
£(000)
2012
£(000)
2011
£(000)
(11,856)
(9,299)
(8,068)
–
–
–
1,404
1,404
1,404
(48)
(98)
68
(5)
(337)
(3,619)
(10,530)
(11,856)
(91)
(121)
(2,423)
(9,299)
Total future minimum lease payments under non-cancellable operating leases for each of the following periods:
2013
Land and
buildings
£(000)
252
180
432
2013
Other
£(000)
52
57
109
2012
Land and
buildings
£(000)
203
149
352
The Group
2012
Other
2013
Other
The Company
2012
Other
£(000)
£(000)
£(000)
67
40
107
–
–
–
–
–
–
Within one year
Within two to five years
note 24 ReLAteD PARtIes
The controlling party of the Group is Dewhurst plc. Transactions between the company and its subsidiaries, which are related parties
to the company, have been eliminated on consolidation. However during the year, in the company’s financial statements, there
have been the following transactions: purchase and sale of goods at arm’s length, group management charges, interest on loans at
floating rates on a commercial basis and dividend income received. All transactions are settled by cash. Any loans given are secured
on the assets of the relevant company.
Management charges to subsidiaries
Rent charges to subsidiaries
Interest income received
Dividend income received
Dividends paid to directors
Loans and trade receivables due
2013
£(000)
881
255
123
3,339
134
3,869
2012
£(000)
848
250
138
4,076
76
4,709
35
notes to the Accounts continued
note 25 fInAnCIAL InstRUMents
note 26 InvestMents – sHARes In sUbsIDIARy UnDeRtAKInGs
On 4 February 2013, Dual Engraving Pty Ltd, a newly formed and 70% owned Australian subsidiary of Dewhurst plc acquired the
business and assets of the partnership trading as Dual Engraving from D.E. Corporate Pty Ltd and Datree Pty Ltd for a maximum cash
consideration of A$4.1 million (£2.6 million). The 30% stake is retained by Michael Cook (through D.E. Corporate Pty Ltd) who is a
director of Dual Engraving Pty Ltd and is actively involved in the running of the business. The deferred consideration of A$0.3 million
(£0.2 million) is dependent upon the first 12 months sales of the business and is only payable if greater than A$4.5 million which at
30 September 2013 is not guaranteed and so has not been accounted for.
Details of the transaction:
Non-current assets:
Property, plant and equipment
Current assets:
Inventories
Accruals
Net assets acquired
Consideration
Intangibles
Goodwill
Cash flows
The net outflow of cash arising from acquisition was as follows:
Cash consideration, as above
Proceeds of non-controlling interest (30%)
Local taxes – stamp duty (paid 5 November 2013)
Net outflow of cash in respect of Dual Engraving
Notes
Book value
£(000)
Fair value
£(000)
12
185
185
120
(43)
262
2,578
1,031
1,285
11
10
120
(43)
262
2,578
1,031
1,285
£(000)
2,578
(735)
(127)
1,716
Since the acquisition date, Dual has contributed £1,922k of sales and £132k of losses to the Group. If the acquisition had occurred on
1 October 2012, Group turnover would have been £44,659k and Group operating profit for the period would have been £2,528k.
The Group’s policies towards using financial instruments to manage interest rate, liquidity and currency exposure risks are explained
in the financial review on page 11.
credit risk
The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new
customers before entering contracts. Such credit ratings, taking into account local business practices, are then factored into any
contracts.
interest risk
The Group is exposed to interest risk but purely on bank deposits. It is Group policy to maximise the return on interest earned whilst
taking adequate steps to monitor the viability of the bank and safe guarding the assets of the Group.
Foreign exchange contracts
During the year the Group used derivatives to manage credit risk. At the year end Dewhurst plc entered into a A$3,350,000
Australian Dollar foreign exchange contract, in the amount of £1,941,152 Sterling, the purpose of which is to hedge against
Australian Dollar currency fluctuations. The contract was stated at its fair value and the Group does not hedge account. This contract
matured on 31 October 2013.
Currency and interest rate exposure of financial assets and liabilities
The cash and cash equivalent amount of £10,506k (2012: £11,101k) is made up of cash of £8,006k (2012: £8,101k) and short-term
deposits of £2,500k (2012: £3,000k). The cash was invested at overnight rates based on the relevant national LIBOR. Short-term
deposits were fixed for 12 months up to March 2013 and then on 95 days notice at an average yearly rate of 1.98% (2012: 2.70%).
Of the cash, £7,026k (2012: £6,670k) is denominated in Sterling with the balance of £3,480k (2012: £4,431k) held in foreign
currencies. Other financial assets and liabilities do not attract interest.
Currency and interest profile
Sterling
AUS Dollars
US Dollars
CAN Dollars
Other
Floating
rate
assets
£(000)
Fixed
rate
assets
£(000)
The Group
Interest
free
liabilities
£(000)
Interest
free
assets
£(000)
Floating
rate
assets
£(000)
3,670
3,000
4,053
1,005
1,878
1,288
688
577
–
–
–
–
1,448
1,689
999
123
446
681
125
94
383
161
133
–
–
Fixed
rate
assets
£(000)
3,000
–
–
–
–
At 30 September 2012
8,101
3,000
8,312
2,351
677
3,000
Sterling
AUS Dollars
US Dollars
CAN Dollars
Other
4,526
2,500
3,740
1,300
749
1,117
314
–
–
–
–
1,522
1,815
1,213
129
940
323
507
107
257
322
196
4
–
–
2,500
–
–
–
–
At 30 September 2013
8,006
2,500
8,419
2,134
522
2,500
The Company
Interest
free
liabilities
£(000)
Interest
free
assets
£(000)
–
–
–
–
–
–
–
–
–
–
–
–
3
–
–
–
–
3
–
–
–
–
–
–
The only operation that holds material monetary assets and liabilities in currencies other than their functional currency is the
Hungarian subsidiary Dewhurst (Hungary) Kft, which holds cash denominated in Sterling with a balance of £1,927k (2012: £448k)
and US Dollars with a balance of £536k (2012: £988k), trade receivables denominated in Sterling with a balance of £748k (2012:
£1,236k) and US Dollars with a balance of £725k (2012: £1,035k) and trade payables denominated in Sterling with a balance of
£104k (2012: £135k) and US Dollars with a balance of £86k (2012: £406k).
Fair value of financial instruments
Fair value is defined as the amount at which a financial instrument could be exchanged in an arm’s length transaction between
informed and willing parties, excluding accrued interest, and is calculated by reference to market rates discounted to current value.
Accordingly, the directors believe that there is no material difference between the carrying amount and the fair value of its financial
instruments.
Bank facilities
The Group has no undrawn committed bank overdraft facility (2012: no facility).
36
37
compAnY FinAnciAl stAtements
CoMPAny stAteMent of ReCoGnIseD InCoMe AnD exPense
CoMPAny bALAnCe sHeet
Net income/(expense) recognised directly in equity:
Actuarial gains/(losses) on the defined benefit pension scheme
Tax on items taken directly to equity
Net income/(expense) recognised directly in equity in the year
Profit for the financial year
Total recognised income and expense for the year
2013
£(000)
2012
£(000)
68
(14)
54
1,992
2,046
(3,619)
832
(2,787)
769
(2,018)
At 30 September 2013
Non-current assets
Property, plant and equipment
Deferred tax asset
Investments in subsidiaries
Current assets
Trade and other receivables
Current tax assets
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Non-current liabilities
Retirement benefit obligation
Total liabilities
Net assets
Equity
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Total equity
Notes
2013
£(000)
2012
£(000)
12
19
13
15
16
17
22
20
21
21
21
6,022
2,141
4,402
6,168
2,684
3,536
12,565
12,388
3,888
–
3,022
6,910
3,910
19
3,677
7,606
19,475
19,994
336
336
10,530
10,866
8,609
851
157
286
7,315
8,609
552
552
11,856
12,408
7,586
851
157
286
6,292
7,586
The financial statements were approved by the board of directors and authorised for issue on 2 December 2013 and were signed
on its behalf by:
Richard Dewhurst Chairman
Jared Sinclair Finance Director
Company Registration Number: 160314
The notes on pages 19 to 37 form part of these financial statements
The notes on pages 19 to 37 form part of these financial statements
38
39
compAnY FinAnciAl stAtements continued
report oF the inDepenDent AuDitor
Notes
2013
£(000)
2012
£(000)
(894)
156
(1,356)
–
850
(1,244)
22
(216)
(2,543)
104
(1,399)
(3,944)
5,315
(2,467)
(823)
(28)
(1,438)
(3,318)
–
12
(2)
(8)
(1,426)
(3,328)
–
26
(1,716)
(585)
–
4,536
(935)
191
4,076
7,283
(579)
(579)
3,376
301
3,677
–
(10)
181
3,339
1,794
(1,023)
(1,023)
(655)
3,677
3,022
CoMPAny CAsH fLoW stAteMent
For the year ended 30 September 2013
Cash flows from operating activities
Operating profit /(loss)
Depreciation and amortisation
Additional contributions to pension scheme
(Profit)/loss on disposal of property, plant and equipment
Write-down of investments
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Cash generated from operations
Interest paid
Income tax paid
Net cash from/(used in) operating activities
Cash flows from investing activities
Acquisition of subsidiary undertakings
Acquisition of business and assets
Proceeds from sale of property, plant and equipment
Purchase of property, plant and equipment
Interest received
Dividends received
Net cash generated from/(used in) investing activities
Cash flows from financing activities
Dividends paid
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
16
16
The notes on pages 19 to 37 form part of these financial statements
40
independent auditor’s report to the members of
Dewhurst plc
We have audited the Group and parent company financial
statements (‘the financial statements’) of Dewhurst plc for
the year ended 30 September 2013, which comprise the
consolidated income statement, the consolidated and
parent company balance sheets, the consolidated and
parent company cash flow statements, the consolidated
and parent company statements of recognised income and
expense, and the related notes. The financial reporting
framework that has been applied in the preparation of the
financial statements is applicable law and International
Financial Reporting Standards (IFRS) as adopted by the
European Union.
This report is made solely to the company’s members, as
a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the company’s members
those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the
company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
respective responsibilities of directors and auditors
As explained more fully in the statement of directors’
responsibilities, the directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view. Our
responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law
and International Standards on Auditing (UK and Ireland).
Those standards require us to comply with the Auditing
Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts
and disclosures in the financial statements sufficient to
give reasonable assurance that the financial statements
are free from material misstatement, whether caused by
fraud or error. This includes an assessment of: whether
the accounting policies are appropriate to the Group’s
and the parent company’s circumstances and have
been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made
by the directors; and the overall presentation of the
financial statements. In addition, we read all the financial
and non-financial information in the financial statements
to identify material inconsistencies with the audited
financial statements and to identify any information that
is apparently materially incorrect based on, or materially
inconsistent with, the knowledge acquired by us in the
course of performing the audit. If we become aware of
any apparent material misstatements or inconsistencies we
consider the implications for our report.
Opinion on financial statements
In our opinion:
the financial statements give a true and fair view of the
state of the Group’s and of the parent company’s affairs
as at 30 September 2013 and of the Group’s profit for
the year then ended;
the Group financial statements have been properly
prepared in accordance with IFRS as adopted by the
European Union;
the parent company financial statements have been
properly prepared in accordance with IFRS as adopted by
the European Union;
the financial statements have been prepared in
accordance with the requirements of the Companies Act
2006.
opinion on other matters prescribed by the
companies Act 2006
In our opinion the information given in the directors’ report
and strategic report for the financial year for which the
financial statements are prepared is consistent with the
financial statements.
matters on which we are required to report by
exception
We have nothing to report in respect of the following
matters:
Under the ISAs (UK and Ireland), we are required to
report to you if, in our opinion, information in the annual
report is:
materially inconsistent with the information in the
audited financial statements; or
apparently materially incorrect based on, or materially
inconsistent with, our knowledge of the Group acquired
in the course of performing our audit; or
is otherwise misleading.
Under the Companies Act 2006 we are required to report
to you if, in our opinion:
adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
the parent company financial statements 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.
Paul Fenner
Senior Statutory Auditor
for and on behalf of
Chantrey Vellacott DFK LLP
Chartered Accountants and Statutory Auditor
London, 2 December 2013
41
notice oF meeting
group compAnies
Notice is hereby given that the ninety fourth Annual
General Meeting of Dewhurst plc will be held at its
registered office, Unit 9 Hampton Business Park, Hampton
Road West, Feltham, TW13 6DB on 4 February 2014 at
11:00 am. The meeting will be held in order to consider
and, if thought fit, pass resolutions 1 to 6 as ordinary
resolutions.
ordinary resolutions
1 To receive and adopt the statement of accounts for the
year ended 30 September 2013 and the reports of the
directors and auditor thereon.
2 To declare and approve a final dividend on the Ordinary
and ‘A’ non-voting ordinary shares to shareholders on the
register of members on 17 January 2014.
3 To re-elect as a director Mr J Sinclair, who retires by
rotation under the Articles of Association.
4 To re-elect as a director Mr J Bailey, who retires by
rotation under the Articles of Association.
5 To re-appoint Chantrey Vellacott DFK LLP as auditor at a
fee to be agreed by the directors.
6 As special business to consider and, if thought fit, pass
the following ordinary resolution: that the company be
and is hereby generally and unconditionally authorised to
make market purchases (within the meaning of section
693(4) of the Companies Act 2006) of up to an aggregate
of 496,380 Ordinary shares and 780,330 ‘A’ non-voting
ordinary shares of 10p each (representing 15% of the
issued share capital) in the company at a price per share
(exclusive of expenses) of not less than 10p and not
more than 105% of the average of the middle market
quotations for such Ordinary and ‘A’ non-voting ordinary
shares, as derived from the Stock Exchange Daily Official
List, for the ten dealing days immediately preceding
the day of the purchase; such authority to expire at the
conclusion of the Annual General Meeting to be held in
2015 save that the company may purchase shares at any
later date where such purchase is pursuant to any contract
made by the company before the expiry of this authority.
7 To transact any other ordinary business of the company.
By order of the board
Jared Sinclair
Secretary
31 December 2013
notes
1 All Shareholders who wish to attend and vote at the
meeting must be entered on the company’s register of
members no later than 11:00 am on 2 February 2014
(being 48 hours prior to the time fixed for the meeting) or,
in the case of an adjournment, as at 48 hours prior to the
time of the adjourned meeting. Changes to entries on the
register after that time will be disregarded in determining
the rights of any person to attend or vote at the meeting.
‘A’ non-voting ordinary shares do not carry the right
to attend or vote at meetings of the company.
2 Shareholders entitled to attend and vote at the meeting
may appoint a proxy or proxies to attend, vote and speak
on their behalf. A proxy need not be a member of the
company. Investors who hold their shares through a
nominee may wish to attend the meeting as a proxy, or to
arrange for someone else to do so for them, in which case
they should discuss this with their nominee or stockbroker.
Shareholders are invited to complete and return the
enclosed Proxy Form. Completion of the Proxy Form will
not prevent a Shareholder from attending and voting at
the meeting if subsequently he/she finds that he/she is
able to do so. To be valid, completed Proxy Forms must be
received by the Company Secretary at the registered office
of the company, Dewhurst plc, Unit 9 Hampton Business
Park, Hampton Road West, Feltham, TW13 6DB, by fax
at +44 (0)20 8744 8206, with the scanned Proxy Form by
email at cosec@dewhurst.co.uk by no later than 48 hours
before the time appointed for the holding of the meeting,
or, in the case of an adjournment, as at 48 hours prior to
the time of the adjourned meeting.
3 Representatives of Shareholders which are corporations
attending the meeting should produce evidence of their
appointment by an instrument executed in accordance
with Section 44 of the Companies Act 2006 or signed on
behalf of the corporation by a duly authorised officer or
agent and in accordance with article 71 of the company’s
Articles of Association.
4 The company, pursuant to Regulation 41 of the
Uncertificated Securities Regulations 2001, specifies that
only those holders of Ordinary Shares registered in the
register of members of the company at 11:00 am on 2
February 2014 (being 48 hours prior to the time fixed for
the meeting) shall be entitled to attend and vote at the
Annual General Meeting in respect of such number of
shares registered in their name at that time. Changes to
entries in the register of members after that time shall be
disregarded in determining the rights of any person to
attend or vote at the meeting.
5 A copy of the company’s current Articles of Association
will be available for inspection during usual business
hours on any weekday (Saturdays, Sundays and Public
Holidays excluded) at the registered office of the company
until the date of the Annual General Meeting and at the
place of the meeting for 15 minutes prior to and until the
termination of the meeting.
Dual engraving pty ltd
Unit 5, 7 Neil Street
Osborne Park, WA 6017
Australia
Tel: 00 618 9443 3677
Fax: 00 618 9443 3688
garry@dualengraving.com.au
www.dualengraving.com.au
Garry Holden
General Manager
Dewhurst (hong Kong) ltd
Unit 19, 7/F, Block A
Hoi Luen Industrial Centre
55 Hoi Yuen Road
Hong Kong
Tel: 00 852 3523 1563
Fax: 00 852 3909 1434
efung@dewhurst.co.uk
www.dewhurst.co.uk
Eric Fung
General Manager
otHeR oveRseAs
RePResentAtIon
The Group maintains overseas
representation in major countries
throughout the world
HeAD offICe
oveRseAs sUbsIDIARIes
Dewhurst plc
Unit 9 Hampton Business Park
Hampton Road West
Feltham TW13 6DB
Tel: 020 8744 8200
Fax: 020 8744 8299
cosec@dewhurst.co.uk
www.dewhurst.co.uk
UK sUbsIDIARIes
Dewhurst uK manufacturing ltd
Unit 9 Hampton Business Park
Hampton Road West
Feltham TW13 6DB
Tel: 020 8744 8200
Fax: 020 8744 8299
cosec@dewhurst.co.uk
www.dewhurst.co.uk
David Dewhurst
Managing Director
thames Valley controls ltd
Unit 15 Manor Farm
Industrial Estate
Flint, Flintshire
Wales CH6 5UY
Tel: 01352 793222
Fax: 01352 793255
info@tvcl.co.uk
www.tvcl.co.uk
Richard Young
Managing Director
Traffic Management Products Ltd
Unit 7 Gatwick Distribution Point
Church Road, Lowfield Heath
Crawley
West Sussex RH11 0PJ
Tel: 08456 808066
Fax: 08456 808077
info@traffic-products.co.uk
www.traffic-products.co.uk
Dewhurst (hungary) Kft
H-2038, Soskut
Hrsz. 3518/8
Hungary
Tel: 00 362 356 0550
Fax: 00 362 356 0559
Laszlo Denk
Managing Director
Dupar controls inc.
1751 Bishop Street
Cambridge, Ontario
Canada N1T 1N5
Tel: 001 519 624 2510
Fax: 001 519 624 2524
info@dupar.com
www.dupar.com
George Foleanu
General Manager
elevator research
manufacturing corp.
1417 Elwood Street
Los Angeles
CA 90021 USA
Tel: 001 213 746 1914
Fax: 001 213 749 1355
sales@elevatorresearch.com
www.elevatorresearch.com
Barnet Rogers
General Manager
Australian lift components
pty ltd
5 Saggartfield Road
Minto
NSW 2566
Australia
Tel: 00 612 9603 0200
Fax: 00 612 9603 2700
info@alc.au.com
www.alc.au.com
Chris Carroll
Managing Director
lift material Australia pty ltd
PO Box 7164
Alexandria, Sydney
NSW 2015
Australia
Tel: 00 612 9310 4288
Fax: 00 612 9698 4990
info@liftmaterial.com
www.liftmaterial.com
Tony Pegg
Managing Director
42
43
ADVisers AnD compAnY inFormAtion
AUDItoR
chantrey Vellacott DFK llp
Chartered Accountants and Statutory Auditor
Russell Square House
10-12 Russell Square
London WC1B 5LF
bAnKeRs
national westminster Bank plc
275–277 High Street
Hounslow
Middlesex TW3 1EG
ReGIstRARs
capita irg plc
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
West Yorkshire HD8 0LA
noMInAteD ADvIseR AnD bRoKeR
cantor Fitzgerald europe
1 Churchill Place
Canary Wharf
London E14 5RD
soLICItoRs
Keystone law
53 Davies Street
London W1K 5JH
seCRetARy AnD ReGIsteReD offICe
Jared sinclair
Dewhurst plc
Unit 9 Hampton Business Park
Hampton Road West
Feltham TW13 6DB
Registered No.160314
44
45
Design www.gilldavies.co.uk
www.Dewhurst.co.uK
46