2014
1
Annual report and accounts
Running_head
Running_head_Quote
InvestIng In
our Future
Contents
01 Financial highlights
B_head
02 Chairman’s statement
Text_9.5/12
03 Group overview
04 Strategic report
10 Financial review
11 Group five year review
12 Board of directors
13 Report of the directors
16 Consolidated financial statements
19 Notes to the accounts
38 Company financial statements
41 Report of the independent auditor
42 Notice of meeting
43 Group companies
44 Advisers and company information
01
Financial highlights
We have grown sales and profits and achieved a record in
the key measure of earnings per share.
Group revenue
Operating profit*
Earnings per share^
Dividends per share
REvEnuE £ million
OpERAting pROFit* £ million
2014
£(000)
2013
£(000)
£46,616
£43,698
£5,475
46.22p
9.00p
£4,084
11.28p
8.00p
37.0
41.5
51.6
43.7
46.6
4.9
4.9
5.6
4.1
5.5
EARnings pER shARE^ Pence
38.85
30.67
42.98
11.28
46.22
DiviDenD per share Pence
6.36
6.69
7.02 12.02†
8.00
9.00
* Operating profit before goodwill write down, amortisation of acquired intangibles and gain on property disposal
† Includes special dividend of 5p per share
^ Restated. For more information see pension scheme reporting change detailed in the Financial Review
+7%
+34%
+310%
+13%
2010
2011
2012
2013
2014
2010
2011
2012
2013
2014
2010
2011
2012
2013
2014
2010
2011
2012
2013
2014
02
Chairman’s statement
To support our long-term growth we are reinvesting in
strengthening our team and our flow of new products.
03
#
group overview
Running_head
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We are a global supplier of quality components to the lift,
transport and keypad industries.
what we do
liFt
tRAnspORt
KEypAD
Pushbuttons
Indicators
Auxiliary equipment
Lift control and monitoring systems
Highway products
Parking equipment
Pushbuttons
Indicators and associated products
Banking terminals
Security
Ticketing machines
Petrol pumps
where we are
thE AmERiCAs
25% of Group sales
94 employees
Canada
Dupar Controls
usA
The Fixture Company
Elevator Research
Manufacturing Corp.
product areas
Lift
uK & EuROpE
AsiA & AustRAliA
49% of Group sales
215 employees
united Kingdom
Dewhurst
Thames Valley Control
Traffic Management Products
hungary
Dewhurst (Hungary)
product areas
Lift
Transport
Keypad
26% of Group sales
56 employees
hong Kong
Dewhurst (Hong Kong)
Australia
Australian Lift Components
Lift Material Australia
Dual Engraving
product areas
Lift
Transport
DEwhuRst wORlDwiDE
our communication of these issues using a
variety of different means.
Two new general managers have taken up
their positions during the year: Dan Robinson
took over at TMP in April and Mike Canzoneri
started at ERM in September. We welcome
them to the Group and wish them success in
their roles with us.
I am pleased to report that, after a lull in recent
years, we have taken on several apprentices
and trainees in the last year.
product investment
We have launched a new version of our solar
powered traffic bollard and an enhanced
security ATM keypad during the year. We have
also been putting considerable investment
into products that will be launched in the
near future. A lot of work is going on behind
the scenes to develop and test these new
products. In recent years we have increased
our investment in quality measurement tools
and testing facilities to improve the reliability of
products at launch.
Outlook
Currently demand remains stable, but news
on the economy is variable and volatile. From
our perspective, Australia seems more buoyant
than last year and there are some reasonable
projects scheduled for the coming year. The
signs in the UK and North America are also
reasonably positive, whilst elsewhere the
picture is less certain. However, the UK may
struggle to maintain its positive momentum if
the Eurozone returns to recession and there
is also the political uncertainty of the coming
general election.
We will continue to aim to generate
improvements from within our operations, but
the persistent strength of the pound is likely to
reduce the benefit of overseas sales.
richard Dewhurst
Chairman
Results
I am delighted to report that we have bounced
back from last year’s disappointing results
to achieve our second best figures for sales
and profits and a record for earnings per
share. Sales were up 7% to £46.6 million
(2013: £43.7 million), operating profit before
amortisation of acquired intangibles was
£5.5 million (2013: £4.1 million before
goodwill write down) and profit before tax was
£4.8 million (2013: £2.2 million) up 117%.
All current and prior year profit figures have
been reduced this year by up to £0.4 million
due to a change in the standard for reporting
pension costs.
The growth in sales was predominantly in the
UK with all three UK companies recording
double digit sales increases. We also benefited
from a good first full year of sales from
last year’s acquisition of Dual Engraving in
Perth, Western Australia. All but one of the
overseas operations registered sales growth in
local currency, but the strengthening pound
somewhat reduced the positive impact of the
local performance.
It has been a demanding year with periodic
peaks in sales that have challenged our
production capabilities to the full. However
the sales and operations teams have risen
to the challenge and have largely managed
customers’ requirements. Our employees have
shown dedication and skill in achieving our
objectives and I would like to thank them for
their efforts this year.
We are again proposing a substantial increase
in the dividend, to move towards our target
of a maximum 4 times cover on average. This
year’s proposal is an increase of 1p, giving a
full year dividend of 9.00p (2013: 8.00p) which
is 12.5% up on last year.
Operations and people
We have not been looking for acquisition
opportunities this year. Instead our focus has
been on trying to improve the effectiveness
of the operations within the Group. As part
of those efforts we have been developing our
range of metrics and working to ensure there
is a clearer link between our business strategies
and our employees’ individual objectives and
contributions. We have also tried to improve
04
strategic report
Refocusing on operational excellence has helped us return
to growth this year.
05
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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 26).
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 to the Group are quality measures and
on-time deliveries to our customers.
Operating highlights
This year was a pleasing improvement on the
previous year. Sales at the majority of Group
Companies have grown which has generated
an increase in Group profit figures.
In line with the Chairman, I would like to thank
our staff across all Group Companies for their
hard work and for the progress we have made
together.
unitED KingDOm
Dewhurst uK manufacturing
It was encouraging that after a difficult
period last year, sales recovered strongly
in 2014, particularly for our lift products.
The improvement was evenly spread across
domestic and overseas sales.
In the UK we have focused on building our
sales of complete fixtures. Rather than just
selling loose components, we are aiming to
sell complete signalisation systems. With these
we are able to add value in terms of additional
components and complete some work in
the factory, such as panel wiring, that would
normally be carried out on site.
The market interest in our UniBlade product
range has led us to significantly extend the
number of variants to suit different markets
and installations. As this type of product is
normally specified at an early stage in the
design process, it takes some time for orders
to come to fruition. However it is pleasing
to see our new UniBlade already installed in
such prestigious buildings as 122 Leadenhall
Street (the Cheesegrater) and the new Queens
Terminal (T2) at Heathrow Airport.
We have continued to work on improving
processes throughout the year, with particular
focus on waste. We have extensive moulding
facilities at Feltham and we were aware that
an unacceptable proportion of the moulding
material we purchase was ending up as waste.
We implemented a project to significantly
reduce this and through improved planning,
changes to tooling and product rationalisation
we have been able to reduce this waste.
We believe the improvements we have seen
on the sales side will be sustained and we have
now increased our investment in young people
with the addition of two apprentices. We have
recruited one into our Design Team and the
other in our Customer Support and Programming
Team. With the apprentices we have previously
taken on in manufacturing and accounts we now
have a group of four. Although this is not a large
number, it is an appropriate rate of growth for
our business at this time.
thames valley Controls
Thames Valley Controls enjoyed a very busy year.
After many years of reduced Local Authority
spending, it seems that purse strings have
been loosened for lifts in the last two years.
TVC have benefitted from this, both with their
controller products and lift monitoring systems.
Our online monitoring system, CMS Anywhere,
has proven to be just what the market needs.
Lift operations can be simply checked, either
on the move or from the office. This is essential
for today’s housing and facilities managers who
100%
Increase in apprentices
and trainees.
InvestIng In
our customers
We aim to become part of the customer’s design
team to help turn their ideas into products that
fit the functional and the styling requirement.
tailoring designs We are happy to
start from existing concepts to tailor
them to the needs of a specific project.
industry experts We work closely
with designers, engineers, architects,
consultants and elevator manufacturers
to assess the requirements on a
particular project and put forward
innovative but practical design ideas.
Customer specification We can also
work from a customer’s basic concept
to turn it into a computer model and
from there into reality.
06
strategic report continued
07
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Breakdown of
employees by region
Americas
uK & europe
Asia & Australia
are required to deliver weekly and monthly
KPIs to residents on lift performance. As the
demands on these managers become more and
more onerous, we believe the opportunities for
our monitoring products will grow. During the
year we also released a new, Remote Indicator
Display (RID), which enables facilities managers
to display a message on a remote screen simply
by sending it a SMS text message. This means
residents can be easily informed about building
repairs or maintenance works.
On controller development, a great deal of
time and effort has gone in to perfecting our
Ethos 2 controller to ensure market leading
functionality.
Once again we have been able to start the year
with a strong order book that should continue
through the coming year.
tmp
We successfully completed our search for a
new Managing Director at TMP when Dan
Robinson joined in April. He has since carried
out a strategic business review that has tailored
the business to better meet medium term needs.
Regulatory requirements in the UK, with regard
to road signage, have gone through some
significant changes in the past twelve months.
TMP were required to make some design
changes to its core product to ensure the new
codes were met. This resulted in the launch
of a new solar powered bollard, Evo-S, with
new front and wider side profiles, as well as
increased light output. Evo-S is fully compliant
with the latest code requirements and carries
an all-important CE mark. Since its launch
mid-way through the year, it has been very well
received and has enjoyed good sales.
A key element of reboundable, reflective
bollards is the base: the component which
allows the bollard to flex and then return to
its original position. Historically we have used
a spring mechanism that was developed and
supplied by a third party. As price competition
has grown and since this is such an important
element of the bollard, we made the decision
to develop our own base. Over the last
two years we have carried out extensive
design work and testing on our own base
design. From 2015, the bollard products we
manufacture and supply will all use the new
TMP base which offers improved impact
performance at lower cost.
It does seem as though spending on road
infrastructure will gradually increase over the
coming years, so we believe there are still
significant opportunities to grow the business
at TMP. We have added additional design
resource to facilitate the flow of new products.
EuROpE
Dewhurst hungary
In this business we are always under pressure
on margins and this year was no exception.
Sales grew marginally and we were able
to implement some overhead reductions,
which allowed us to improve on last year’s
performance.
During the year Dewhurst Hungary worked
with colleagues in the UK to develop a new
design of keypad for one of our key customers.
The new keypad meets the latest Payment
Card Industry’s Security Standards, which are
extremely stringent. The upgraded product
was developed on tight timescales but was
delivered to market absolutely in line with our
customers’ requirements.
The test laboratory in Hungary is now fully
commissioned and we are carrying out on-
going life tests of all keypad products that we
manufacture in Hungary.
We continue to focus strongly on quality to
ensure that the number of rejects, measured
in parts rejected per million remains below our
customers’ target. To meet such a stringent
target requires a great deal of hard work and
attention to detail and the team in Hungary
have worked well to achieve these targets. It
is our intention to apply elements of this best
practice in quality more widely across Group
Companies.
nORth AmERiCA
Dupar Controls
The North American economy continued to be
reasonably buoyant and Dupar Controls took
advantage of this, growing sales again this year.
Dupar sales are predominantly in Canada but
the business has a Chicago sales office to cover
the mid-western United States. After a few
lean years, this office has grown sales strongly
over the last twelve months and we will be
targeting to continue to extend our customer
base in this area over the coming years.
InvestIng In
our people
We have achieved the Silver level for
Investors in People (IIP) accreditation at our
Hounslow operation. We are now working on
IIP programmes at our other UK sites.
performance monitoring We ensure
all staff have access to information
on the key objectives and performance
against those objectives for their
operation.
Customer service one of the
key issues is to ensure we correctly
interpret customers’ requirements,
so we monitor any errors and seek to
learn from them.
Apprenticeships We have taken
on several apprentices and trainees in
the year in a variety of roles.
08
strategic report continued
09
Running_head
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£831k
spent on research and
development.
The increased sales at Dupar have intensified
pressure on our production facilities in Ontario.
In order to boost capacity we have invested
in a further CNC engraving machine and also
added a second evening shift. This allowed
us to meet the additional demand and ensure
that lead times were not unduly extended.
lift material
Lift Material grew sales throughout the year.
The EHC product line, which we believed
would be one of our core lines, performed very
strongly. We benefitted not only from good
sales of handrails but also encouraging sales of
a wide range of escalator spare parts.
Elevator Research & manufacturing (ERm)
At the start of the year we changed the
management structure in North America to
foster harmonisation of standards between
Dupar and ERM. We promoted George
Foleanu, the General Manager of Dupar
Controls, to be Vice President of North
American Operations.
Our aim is to provide a more consistent
offering from Dupar and ERM, so whether
a customer purchases a set of fixtures from
either company, they will get the same
experience, in terms of service, drawings,
product design and quality. To achieve this
ambition we needed one person with the
correct level of experience and expertise based
in North America to be responsible for both
Dupar Controls and ERM. George is the ideal
person for this role.
We have also had a change of General
Manager at ERM and we welcome Mike
Canzoneri to the team.
Like Dupar, ERM benefitted from the improved
economic situation in the U.S. and sales rose.
Through the second half of the year, we saw
some return for the additional investment we
have put in to ERM on the production side.
The percentage of deliveries shipped on time
improved significantly and the backlog was
eradicated. The challenge now is to ensure this
higher level of service is continued through
next year.
AustRAliA & AsiA
Australian lift Components (AlC)
This was a challenging year for ALC. Merging
two companies is always difficult and it took
longer for us to iron out all the issues as we
merged JAS into ALC. These distractions
coupled with a reduction in sales in the
first half of the year led to a disappointing
performance. It was however a year of two
halves, with their performance dramatically
improving in the second half of the year. The
team at ALC have now set the business up
positively for the coming year.
We have invested in additional training of our
staff this year on the wide range of products
we distribute. Customers often have the
opportunity to buy products direct from the
manufacturer but they choose to buy from us at
Lift Material because of the local technical and
installation support that we can offer them.
Dual Engraving
Dual’s business in Western Australia continued
to be busy throughout the year and we had a
number of major projects in Perth where we
supplied custom lift interiors.
The plan for Perth includes further
development of the city centre, so there is
certainly opportunity to grow the business
over the medium term. To that end we are
investing more resource into administration
and manufacturing. This will ensure that we
are able to boost our capacity to meet the
available demand.
Dewhurst hong Kong
Dewhurst Hong Kong has been operational
for approximately four years and has built up
an excellent reputation for its products and
services over this time.
The market in Hong Kong remains quite
buoyant. We predominantly sell into the local
housing and infrastructure sectors. There
is currently a great deal of infrastructure
investment in Hong Kong, particularly for the
railways, with a number of extensions to the
Mass Transit Rail System and the new high-
speed rail link to China.
Having previously only sold Dewhurst products,
this year Dewhurst Hong Kong took on the
distribution of Avire safety edges for lifts. Initial
sales have been very encouraging.
Approved and signed on behalf of the board
David Dewhurst
Group Managing Director
1 December 2014
InvestIng In
our products
We continue to put significant investment into
research and development to provide products
that offer innovation, quality and style.
lift our mirror blade provides
clear and stylish indication of the
lift to board for users of destination
despatch control systems.
transport our evo-s illuminated
bollard achieved its ce certification in
the year and is being used by a number
of local authorities and Highways
authorities.
Keypad A new version of our Atm
keypad was launched this year, which
may look the same to the user, but has
enhanced security features built in.
10
Financial review
Record earnings and strong cash position allow us to
propose a further significant increase in the dividend.
11
trading results
Dewhurst sales figures were the second
highest we have reported and much improved
on last year. We achieved stronger sales across
all sectors but the main growth areas were the
UK lift and transport sectors. Whilst the UK
still faced very tough competition both sectors
saw Local Authorities return to spending,
particularly for products that help them
achieve improvements in their key performance
indicators. Overall revenue increased by 6.7%
from £43.7 million to £46.6 million.
Having restructured parts of the business last
year and looked hard at overheads we were
well placed to control these costs and benefit
as revenue returned. As a result operating
profit before goodwill write down and
acquired intangible amortisation increased by
34.1% from £4.1 million to £5.5 million and
in percentage terms increased from 9.3% to
11.7% of revenue.
strong cash position
Cash flow was once again very good with
£3.9 million of cash being generated from
operations (2013: £2.9 million). Despite
pension contributions of £1.4 million,
increased dividends, as well as a small share
repurchase, the strong trading performance
meant the group ended the year with cash
and short-term deposits at £12.9 million, up
£2.4 million from £10.5 million in 2013. This
is aligned with the Group’s philosophy of
maintaining a strong cash position together
with minimal borrowing.
shareholders’ return
600p
500p
400p
300p
200p
100p
Sept
2009
Sept
2010
Sept
2011
Sept
2012
Sept
2013
Sept
2014
Ordinary share price
‘A’ Ordinary share price
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 increase by £1.7
million from £10.5 million to £12.2 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 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
down from 4.3% to 3.8% this one assumption
change had approximately a £3.6 million
negative impact on the scheme position.
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
actuary to eliminate the scheme deficit
within an agreed timeframe have been fully
implemented.
pension scheme reporting change
In addition this year, the rule relating to the
calculation of net costs on the pension scheme
that are reported through the consolidated
income statement finance cost section has
changed. No longer are companies required to
report the expected return on pension scheme
assets based upon the long-term rate of return
expected for equities, bonds, etc. but instead
are required to use the same rate of return for
all assets as defined by the liability discount
rate. This change has no impact on the
balance sheet deficit but increases the finance
costs reported through the consolidated
income statement by £0.4 million as well as
decreases the actuarial gains / (losses) on the
defined benefit pension scheme reported
through the consolidated statement of
recognised income and expense. We have also
been required by IAS 19 (revised) to adjust
the comparatives for earlier years and the
increase in finance costs is as follows –
2013: £0.4 million, 2012: £0.1 million,
2011: £0.3 million and 2010: £0.2 million.
gROup FivE yEAR REviEw
For the year ended 30 September 2014
2010^
£(000)
2011^
£(000)
2012^
£(000)
2013^
£(000)
2014
£(000)
Revenue
36,975
41,487
51,555
43,698
46,616
Adjusted operating profit *
4,871
4,880
5,605
4,084
5,475
Operating profit
4,871
4,424
5,660
2,594
5,179
Profit before taxation
4,646
4,038
5,314
2,219
4,812
As a percentage of total equity
22.0%
18.6%
24.6%
10.1%
21.4%
Taxation
1,339
1,428
1,688
1,307
866
Profit after taxation
3,307
2,610
3,626
912
3,946
Total equity
21,087
21,754
21,564
21,870
22,448
Earnings per share, basic and diluted
38.85p
30.67p
42.98p
11.28p
46.22p
Dividends per share
6.36p
6.69p
12.02p
8.00p
9.00p
* Operating profit before goodwill write down, amortisation of acquired intangibles and gain on property disposal
^ Restated. For more information see pension scheme reporting change detailed in the Financial Review
Amortisation of acquired intangibles
The A$1.6 million acquired intangibles arising
from Dual Engraving in 2013 relate to the
customer list and key relationships present at
date of acquisition; these are being written
off over their deemed useful economic life of
3 years. The amortisation will continue until
February 2016 when the assets will be fully
written off.
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 half 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 26. As discussed last year, to reduce the
impact of currency risk the Group successfully
switched Dewhurst (Hungary) Kft’s local
reporting currency from Hungarian Forints
to Pounds Sterling from 1 October 2013 to
match its functional currency. Whilst Dewhurst
(Hungary) Kft still operates in US Dollars as
well as Pounds Sterling, this change has seen
a marked reduction in the impact of foreign
currency fluctuation in 2014.
Dividends
Dividends are accounted for when paid or
approved by shareholders, and not when
proposed, therefore the proposed final
dividend for 2014 has not been accrued at the
balance sheet date. The total dividend for 2014
of 9.00p per share is 13% up on 2013 and
is covered 5.2 times by earnings. Total equity
improved from £21.9 million to £22.4 million.
Following a share repurchase, there was a
reduction in the number of allotted shares
during the year, and these have been fully
reported in the Directors’ Report on page 13.
Jared sinclair
Finance Director
1 December 2014
+13%
shareholders’ annual
percentage rate of
return (Apr) over the
last five years.
12
Board of directors
13
Report of the directors
Richard Dewhurst BA (Eng Sc), ACMA
Chairman, 58, joined in 1985. Previously
with Ford Motor Co, Ernst & Whinney Senior
Management Consultant.
David Dewhurst BSc (Elec Eng)
Group Managing Director, 53, joined in 1987.
Previously with Holmes & Marchant plc.
Jared sinclair BSc, ACA
Finance Director, 44, joined in 1997. Previously
with Moores Rowland, Chartered Accountants,
Audit Senior.
Richard young MBA, BSc, CEng, MIET
Managing Director – Thames Valley Controls,
58, joined in 1996. Previously with MBM
Technology Ltd, Director and General Manager.
John Bailey
Non-executive Director, 44, joined in 2008.
Previously with Brett Landscaping & Building
Products, Commercial Director.
peter tett MA, MSc
Non-executive Director, 75, joined in 2000.
Previously with Halma plc, Director.
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 2014.
Results and dividends
The trading profit for the year, after taxation,
amounted to £3.9 million (2013: £0.9 million).
A final dividend on the Ordinary and
‘A’ non-voting ordinary shares of 6.20p per
share (2013: 5.66p) for the financial
year ended 30 September 2014 will be
proposed at the Annual General Meeting
(AGM) to be held on 3 February 2015.
If approved, this dividend will be paid on
19 February 2015 to members on the register
at 16 January 2015.
An interim dividend of 2.80p per share
(2013: 2.34p) was paid on 27 August 2014.
A final dividend on the Ordinary and
‘A’ non-voting ordinary shares of 5.66p
per share (2012: 4.68p plus 5.00p special)
which amounted to £482k (2012: £834k)
for the financial year ended 30 September
2013 was approved at the AGM
held on 4 February 2014 and was paid on
20 February 2014 to members on the register
at 17 January 2014.
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 2014
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 2013.
30 september 2014
Ordinary
shares
‘a’ ordinary
shares
30 September 2013
‘A’ ordinary
shares
Ordinary
shares
Mr R M Dewhurst
492,333
123,666
494,333
123,666
Mr D Dewhurst
419,595
69,932
419,595
69,932
Mr J C Sinclair
Mr R Young
Mr J Bailey
Mr P Tett
1,000
1,000
1,000
1,000
–
–
–
–
1,000
1,000
1,000
1,000
–
–
–
–
At 30 September 2014 and 30 September 2013 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.
Deferred consideration
Dual Engraving Pty Ltd was pleased to report
sales within the first 12 months were greater
than A$4.5 million and so, as stipulated in
the sale and purchase agreement, Dual paid
the A$0.3 million (£0.2 million) deferred
consideration.
post balance sheet events
There have been no post balance sheet events
since the year end.
share repurchases
On 17 July 2014 the company purchased
36,500 of its own ‘A’ non-voting ordinary
10p shares for £104,025. At the time of
purchase these shares amounted to 0.43% of
the called up share capital of the company and
have been cancelled.
Details of shares purchased have been notified
to the London Stock Exchange and to the
Registrar of Companies.
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)
Mr P Tett (non-executive)
The directors retiring by rotation at this year’s
Annual General Meeting are Mr R Young and
Mr P Tett who, being eligible, offer themselves
for re-election. The unexpired period of
Mr R Young and Mr P Tett’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 18 November 2014, 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).
14
Report of the directors continued
15
Directors’ emoluments
The remuneration of the directors is shown below:
Salary
and fees
£(000)
Bonus
£(000)
Benefits
in kind
£(000)
Pension
2014
Total
2013
Total
£(000)
£(000)
£(000)
executive directors:
Mr R M Dewhurst
Mr D Dewhurst
Mr J C Sinclair
Mr R Young
Mr J Bailey (up to 07 April 2013)
non-executive directors:
Mr J Bailey (from 08 April 2013)
Mr P Tett
Mrs V E Dewhurst
Fidelity NorthStar Fund
Mrs B Bruce
Ms E Dewhurst
Mr J H Ridley
126
111
93
88
–
44
18
651,000
200,000
190,208
175,333
138,148
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
518,000
387,000
350,000
Schweco Nominees Ltd – 16495 Acct 253,526
Vidacos Nominees Ltd
251,500
TD Direct Investing Nominees Ltd
225,575
Ms E Dewhurst
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
85
71
22
84
–
–
–
4
3
–
–
–
–
–
–
–
9
9
–
–
–
215
185
124
181
–
44
18
189
165
117
128
53
10
17
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.
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 on several occasions.
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.
Directors’ responsibilities statement
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 strategic 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
1 December 2014
16
Consolidated financial statements
17
The notes on pages
19 to 37 form part
of these financial
statements
COnsOliDAtED inCOmE stAtEmEnt
For the year ended 30 September 2014
Continuing operations
revenue
Operating costs
Adjusted operating profit*
Goodwill write down
Amortisation of acquired intangibles
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
2014
£(000)
2013^
£(000)
2
3
10
5
6
7
8
21
46,616
43,698
(41,437)
(41,104)
5,475
–
(296)
5,179
85
(452)
4,812
(866)
3,946
3,930
16
3,946
4,084
(1,266)
(224)
2,594
100
(475)
2,219
(1,307)
912
960
(48)
912
Basic and diluted earnings per share
9
46.22p
11.28p
COnsOliDAtED stAtEmEnt OF RECOgnisED inCOmE AnD ExpEnsE
Notes
2014
£(000)
2013^
£(000)
net income/(expense) recognised directly in equity:
Actuarial gains/(losses) on the defined benefit pension scheme
22
(2,570)
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
(669)
648
(2,591)
3,946
1,355
1,379
(24)
1,355
444
(947)
184
(319)
912
593
717
(124)
593
* Operating profit before goodwill write down and amortisation of acquired intangibles
^ Restated. For more information see pension scheme reporting change detailed in the Financial Review
The notes on pages
19 to 37 form part
of these financial
statements
COnsOliDAtED BAlAnCE shEEt
At 30 September 2014
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
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
2014
£(000)
2013
£(000)
10
11
12
19
14
15
16
17
18
22
20
21
21
21
21
21
3,129
463
8,665
2,086
3,173
836
9,240
1,709
14,343
14,958
4,501
9,199
26
12,928
26,654
40,997
5,398
959
6,357
12,192
18,549
22,448
847
157
290
929
19,590
21,813
635
4,557
8,556
20
10,506
23,639
38,597
5,445
752
6,197
10,530
16,727
21,870
851
157
286
1,425
18,540
21,259
611
22,448
21,870
The financial statements were approved by the board of directors and authorised for issue on 1 December
2014 and were signed on its behalf by:
richard Dewhurst Chairman
Jared sinclair Finance Director
Company Registration Number: 160314
18
Consolidated financial statements continued
19
notes to the accounts
The notes on pages
19 to 37 form part
of these financial
statements
COnsOliDAtED CAsh FlOw stAtEmEnt
For the year ended 30 September 2014
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 business and assets
Proceeds from sale of property, plant and equipment
Purchase of property, plant and equipment
Development costs capitalised
Interest received
Notes
2014
£(000)
2013
£(000)
5,179
–
1,194
2,594
1,266
1,198
(1,360)
(1,356)
(57)
(21)
35
75
4,935
3,812
56
(643)
(47)
207
415
(135)
(308)
30
4,508
3,814
–
(605)
3,903
(1)
(869)
2,944
27
(112)
(1,716)
47
(408)
(70)
85
22
(587)
(112)
100
net cash generated from/(used in) investing activities
(458)
(2,293)
Cash flows from financing activities
Dividends paid
Purchase of own shares
net cash used in financing activities
(720)
(104)
(824)
(1,023)
–
(1,023)
net increase/(decrease) in cash and cash equivalents
2,621
(372)
Cash and cash equivalents at beginning of year
16
10,506
11,101
Exchange adjustments on cash and cash equivalents
(199)
(223)
Cash and cash equivalents at end of year
16
12,928
10,506
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 2014,
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
20
notes to the accounts continued
21
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. A deferred tax asset
has been recognised in relation to the pension
scheme deficit.
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.
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.
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.
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. As required by
IAS19 (revised) the comparative recalculation and
reporting of the expected return on assets have
been adjusted and restated throughout these
financial statements.
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 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.
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).
22
notes to the accounts continued
23
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)
2014
£(000)
16,250
7,635
12,884
12,868
–
Revenue
2013
£(000)
13,029
5,690
13,088
14,633
69
Operating profit
2014
£(000)
1,932
965
1,271
1,011
–
2013^
£(000)
(72)
553
1,542
571
–
49,637
46,509
5,179
2,594
(3,021)
(2,811)
Consolidated revenue/profit before tax for the year 46,616
43,698
United Kingdom
Europe
The Americas
Asia & Australia
Other
2014
£(000)
Assets
2013
£(000)
16,021
14,587
6,277
9,280
9,179
240
4,663
8,952
10,208
187
(367)
4,812
2014
£(000)
9,033
2,719
3,874
2,746
177
(375)
2,219
Liabilities
2013
£(000)
7,872
2,040
3,704
2,981
130
Consolidated assets/liabilities for the year
40,997
38,597
18,549
16,727
United Kingdom
Europe
The Americas
Asia & Australia
Other
Total Group
Capital additions
2013
£(000)
2014
£(000)
Depreciation and amortisation
2013
£(000)
2014
£(000)
202
50
149
236
1
638
281
53
113
2,752
1
332
77
184
597
4
345
70
230
550
3
3,200
1,194
1,198
^ Restated. For more information see pension scheme reporting change detailed in the Financial Review
The secondary segmental reporting is by the following business sectors:
sector
Lift
Transport
Keypad
Inter-company sales
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
Foreign exchange differences
Other operating charges
Operating costs
2014
£(000)
Revenue
2013
£(000)
36,577
34,082
3,093
9,967
2,797
9,630
49,637
46,509
(3,021)
(2,811)
46,616
43,698
2014
£(000)
Assets
2013
£(000)
Capital additions
2013
£(000)
2014
£(000)
32,460
30,933
1,937
6,600
1,669
5,995
40,997
38,597
530
50
58
638
2014
£(000)
(5)
21,668
14,188
789
405
–
101
4,291
3,055
138
7
3,200
2013
£(000)
(35)
20,279
13,692
858
340
1,266
210
4,494
41,437
41,104
Other operating charges include lease rentals on premises £367k (2013: £393k) and lease rentals on
motor vehicles £84k (2013: £91k), gain on sale of property, plant and equipment £21k (2013: loss of
£75k) and auditor’s remuneration detailed below. Expenditure on research and development was £831k
(2013: £830k).
Auditor’s remuneration:
amounts paid to Chantrey vellacott DFK LLp
and DFK associates
2014
£(000)
The Group
2013
£(000)
2014
£(000)
The Company
2013
£(000)
Statutory audit services
Pension audit services
Taxation compliance services
Other taxation advisory services
82
5
12
22
81
5
14
10
121
110
21
1
1
21
44
19
1
1
4
25
24
notes to the accounts continued
25
nOtE 4 stAFF COsts AnD inFORmAtiOn REgARDing EmplOyEEs
Costs during the year were as follows:
Wages and salaries
Social security costs
Pension costs (see note 22)
2014
£(000)
The Group
2013
£(000)
12,557
12,132
920
711
866
694
14,188
13,692
The average number of employees during the year was:
Office and management
Manufacturing
2014
no.
164
201
365
The Group
2013
No.
164
198
362
2014
£(000)
584
70
93
747
The Company
2013
£(000)
472
60
70
602
2014
no.
The Company
2013
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
2014
£(000)
687
62
749
2013
£(000)
627
27
654
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 £215k (2013: £189k). The highest paid director, under
the defined benefit scheme has accrued pension of £122k (2013: £118k) and an accrued lump sum of
£2,332k (2013: £2,090k).
nOtE 5 FinAnCE inCOmE
Bank deposit interest
nOtE 6 FinAnCE COsts
Interest payable on bank overdraft and loans
Net costs on defined benefit pension scheme
2014
£(000)
85
2014
£(000)
–
(452)
(452)
2013
£(000)
100
2013^
£(000)
(1)
(474)
(475)
^ Restated. For more information see pension scheme reporting change detailed in the Financial Review
nOtE 7 tAx
Current tax
UK corporation tax at 22.0% (2013: 23.5%)
Adjustment on prior years tax
Overseas taxation
Deferred tax
Movement in deferred taxation provision
Tax expense in the income statement
2014
£(000)
8
(160)
757
605
261
866
The tax assessed for the year is different from the standard rate of corporation tax in the UK.
The differences are explained below:
2014
£(000)
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
IAS19 (revised) pension adjustment
effective tax rate for the year
2013
£(000)
7
(43)
849
813
494
1,307
2013^
£(000)
2,219
23.5%
(1.9%)
0.3%
22.3%
15.8%
(7.7%)
2.7%
3.9%
4,812
22.0%
(3.3%)
0.1%
5.4%
–
(6.2%)
–
–
18.0%
58.9%
nOtE 8 pROFit FOR thE FinAnCiAl yEAR
The Group profit for the year includes £1,459k (2013^: £1,616k) 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.
^ Restated. For more information see pension scheme reporting change detailed in the Financial Review
26
notes to the accounts continued
27
nOtE 9 EARnings pER shARE AnD DiviDEnD pER shARE
Weighted average number of shares
For basic and diluted earnings per share
2014
no.
2013
No.
8,504,298
8,511,398
The calculation of basic and diluted earnings per share is based on the profit for the financial year of
£3,930,280 and on 8,504,298 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
2013 final paid of 5.66p (2012: 9.68p)
2014 interim paid of 2.80p (2013: 2.34p)
2014
£(000)
(482)
(238)
(720)
2013
£(000)
(824)
(199)
(1,023)
The final proposed dividend is based on 3,309,200 Ordinary 10p shares and 5,165,698 ‘A’ non-voting
ordinary 10p shares, being the latest number of shares in issue. The directors are proposing a final
dividend of 6.20p (2013: 5.66p) per share, totalling £525k (2013: £482k). 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
2013
£(000)
2014
£(000)
The Company
2013
£(000)
2014
£(000)
9,740
(312)
160
9,588
6,567
(108)
–
6,459
9,032
(577)
1,285
9,740
5,477
(176)
1,266
6,567
3,129
3,173
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
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:
The remaining goodwill relates to three CGUs in Australia, Australian Lift Components Pty Ltd acquired in
February 2000, Lift Material Australia Pty Ltd acquired in July 2005 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 nil (2013: £667k
and £599k write down on Traffic Management Products and JAS Engineering Pty Ltd).
The Group
2013
£(000)
2014
£(000)
The Company
2013
£(000)
nOtE 11 OthER intAngiBlEs
Development costs
Cost or valuation:
At 1 October
Exchange adjustment
Additions on acquisition of subsidiaries
Additions
Disposal
2014
£(000)
1,563
(62)
–
70
–
777
(114)
1,031
111
(242)
at 30 september
1,571
1,563
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
727
(24)
405
–
1,108
463
836
652
(23)
340
(242)
727
836
125
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
All amortisation has been charged to the income statement through operating costs and no intangible
items are held as security.
28
notes to the accounts continued
29
nOtE 12 pROpERty, plAnt AnD EquipmEnt
nOtE 13 invEstmEnts – shAREs in suBsiDiARy unDERtAKings
Property
£(000)
Plant and
equipment
£(000)
The Group
Total
Property
£(000)
£(000)
Plant and
equipment
£(000)
The Company
Total
£(000)
Cost or valuation:
At 1 October 2012
8,684
6,254
14,938
6,198
172
6,370
Exchange adjustment
(210)
(224)
(434)
Additions on acquisition
of subsidiaries
Additions
Disposals
–
14
–
185
574
185
588
(260)
(260)
–
–
10
–
–
–
–
–
–
–
10
–
At 1 October 2013
8,488
6,529
15,017
6,208
172
6,380
exchange adjustment
(155)
additions
Disposals
33
–
(199)
375
(98)
(354)
408
(98)
–
22
–
–
–
–
–
22
–
at 30 september 2014
8,366
6,607
14,973
6,230
172
6,402
Depreciation:
At 1 October 2012
Exchange adjustment
Charge for the year
Disposals
At 1 October 2013
exchange adjustment
Charge for the year
Disposals
779
(43)
190
–
926
(44)
182
–
4,490
5,269
(144)
668
(163)
(187)
858
(163)
4,851
5,777
(142)
607
(72)
(186)
789
(72)
at 30 september 2014
1,064
5,244
6,308
190
–
119
–
309
–
121
–
430
12
–
37
–
49
–
35
–
84
202
–
156
–
358
–
156
–
514
net book value:
at 30 september 2014
7,302
At 30 September 2013
7,562
1,363
1,678
8,665
9,240
5,800
5,899
88
123
5,888
6,022
Capital commitments contracted by the Group at 30 September 2014 amounted to £102k (2013: £80k)
and by the company £58k (2013: £65k). Capital commitments authorised but not contracted by the
Group at 30 September 2014 amounted to £32k (2013: £Nil) and by the company £Nil (2013: £Nil).
The Company
Investments (ordinary shares) are:
Cost
Provision for impairment
Investments in subsidiary undertakings are:
Cost (after provision for impairment):
Dewhurst UK Manufacturing Ltd
Thames Valley Controls Ltd
Traffic Management Products 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
Dewhurst Australian Property Pty Ltd
Dewhurst (Hong Kong) Ltd
2014
£(000)
2013
£(000)
11,328
11,340
(6,938)
(6,938)
4,390
4,402
2014
£(000)
2013
£(000)
175
300
–
72
35
–
–
175
300
–
72
35
–
–
1,798
1,798
85
–
85
123
1,827
1,716
97
1
97
1
4,390
4,402
The company has twelve wholly-owned subsidiaries, Dewhurst UK Manufacturing Ltd, Thames Valley
Controls Ltd and Traffic Management Products Ltd (TMP), 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 which operates solely in the transport sector and Dewhurst Australian Property Pty Ltd, which
operates solely to hold Australian Lift Components Pty Ltd’s property.
nOtE 14 invEntORiEs
Raw materials and components
Work-in-progress
Finished goods and goods for re-sale
2014
£(000)
2,708
377
1,416
4,501
The Group
2013
£(000)
2,865
330
1,362
4,557
2014
£(000)
The Company
2013
£(000)
–
–
–
–
–
–
–
–
There is no material difference between the replacement cost of inventories and the amounts stated above.
30
notes to the accounts continued
31
nOtE 15 tRADE AnD OthER RECEivABlEs
nOtE 18 shORt-tERm pROvisiOns
Trade receivables
Amounts due from subsidiary undertakings
Other receivables
Prepayments and accrued income
2014
£(000)
9,052
–
15
132
The Group
2013
£(000)
8,419
–
29
108
2014
£(000)
–
The Company
2013
£(000)
–
3,326
3,869
–
21
–
19
9,199
8,556
3,347
3,888
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 recovered / (incurred)
At 30 September
2014
£(000)
180
37
4
221
The Group
2013
£(000)
2014
£(000)
The Company
2013
£(000)
149
67
(36)
180
–
–
–
–
–
–
–
–
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 2014
As at 30 September 2013
Total
£(000)
9,052
8,419
Within
terms
£(000)
6,710
6,034
Up to
1 month
overdue
£(000)
1,782
1,569
Up to
2 months
overdue
£(000)
297
511
Over
2 months
overdue
£(000)
263
305
nOtE 16 CAsh AnD CAsh EquivAlEnts
Cash
Short-term deposits
2014
£(000)
9,428
3,500
The Group
2013
£(000)
8,006
2,500
12,928
10,506
2014
£(000)
261
3,500
3,761
The Company
2013
£(000)
522
2,500
3,022
nOtE 17 tRADE AnD OthER pAyABlEs
Trade payables
Other taxes and social security costs
Other payables
Accruals and deferred income
2014
£(000)
2,038
733
156
2,471
5,398
The Group
2013
£(000)
2,134
662
122
2,527
5,445
2014
£(000)
The Company
2013
£(000)
12
10
49
278
349
–
13
41
282
336
The directors consider that the carrying amount of trade payables approximates to their fair value.
Warranty provisions
2014
£(000)
959
The Group
2013
£(000)
752
2014
£(000)
–
The Company
2013
£(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 £297k (2013: £135k). Amounts utilised by the Group in
the year were £89k (2013: £105k). There were no amounts charged or utilised this year or last year
by the company.
nOtE 19 DEFERRED tAxAtiOn
Deferred tax asset:
At 1 October
Transfer directly (to)/from equity
Transfer (to)/from income statement
2014
£(000)
1,709
638
(261)
The Group
2013
£(000)
2,037
166
(494)
2014
£(000)
2,141
514
(312)
The Company
2013
£(000)
2,684
(14)
(529)
at 30 september
2,086
1,709
2,343
2,141
Deferred tax at 30 September relates to the following:
2014
£(000)
2,438
137
(489)
2,086
The Group
2013
£(000)
2,211
121
2014
£(000)
2,438
(95)
The Company
2013
£(000)
2,211
(70)
(623)
1,709
–
–
2,343
2,141
Defined benefit pension scheme
Provisions
Exchange differences on translation of
foreign operations
Deferred tax asset
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 (2013: 3,309,200) Ordinary
– 5,165,698 (2013: 5,202,198) ‘A’ non-voting ordinary
2014
£(000)
450
900
2013
£(000)
450
900
1,350
1,350
2014
£(000)
331
516
847
2013
£(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.
32
notes to the accounts continued
33
nOtE 21 ChAngEs in Equity
Share
capital
£(000)
851
–
–
At 1 October 2012
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^
–
–
–
The Group
Non-
controlling
interest
£(000)
Capital
redemption
reserve
£(000)
Translation
reserve
Retained
earnings
£(000)
£(000)
Share
premium
account
£(000)
157
286
2,097
18,173
–
–
–
–
–
–
–
–
–
–
–
–
–
(871)
–
–
–
444
199
(14)
–
–
(1,023)
960
At 30 September 2013
851
157
286
1,425
18,540
shares issued
exchange differences on
translation of foreign
operations
actuarial gains/(losses) on
defined benefit pension
scheme
Tax on items taken
directly to equity
–
–
–
–
share repurchase – nominal (4)
share repurchase – cost
Dividends paid
profit for the year
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(630)
–
–
–
–
4
–
–
–
–
(2,570)
134
–
–
–
–
514
–
(104)
(720)
3,930
at 30 september 2014
847
157
290
929
19,590
Share
capital
£(000)
851
–
–
–
–
–
–
Share
premium
account
£(000)
Capital
redemption
reserve
£(000)
The Company
Retained
earnings
£(000)
157
286
6,292
–
–
–
–
–
–
–
–
–
–
–
–
–
–
444
(14)
(1,023)
1,616
851
157
286
7,315
–
–
–
–
(4)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(2,570)
–
4
–
–
–
514
–
(104)
(720)
1,459
847
157
290
5,894
-
735
(76)
–
–
–
(48)
611
48
(40)
–
–
–
–
–
16
635
Included in retained earnings is (£12,620k) (2013: (£10,050k)) being the cumulative actuarial gains or (losses) on the defined benefit
pension scheme.
^ Restated. For more information see pension scheme reporting change detailed in the Financial Review
nOtE 22 REtiREmEnt BEnEFit OBligAtiOn
The Group operates pension schemes in the UK, Canada, USA, Australia and Hong Kong, and also
complies with Hungarian state legislation in relation to retirement provision. 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 £711k (2013: £694k), all of which relates to defined contribution
schemes. The Hungarian, Canadian, USA, Australian and Hong Kong schemes are of the defined
contribution type and the cost to the Group amounted to £349k (2013: £363k). There was £31k of
outstanding charges at the balance sheet date in respect of the defined benefit scheme (2013: £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 (2013: £1,404k) which will
be reviewed at the next actuarial valuation of the scheme on 1 June 2015. This method of calculating
the 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. 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
6,623 at 30 September 2014 (2013: 6,462).
Assumptions
The following actuarial assumptions, updated to 30 September 2014 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
2014
2.9%
n/a
2.9%
3.8%
Expected lifetime for a member retiring at the accounting date – for males
23.4 yrs
Future expected lifetime for a member retiring in 20 years’ time – for males
26.2 yrs
– for females
24.5 yrs
– for females
26.5 yrs
2013
3.0%
n/a
3.0%
4.3%
23.2 yrs
24.4 yrs
26.0 yrs
26.4 yrs
34
notes to the accounts continued
35
nOtE 22 REtiREmEnt BEnEFit OBligAtiOn continued
IAS 19 requires the value of annuities purchased in respect of pensioners and widow(er)s to be taken into
current year calculations.
Long-term
rate of return
expected at
30 sept 2014
Fair value at
30 sept 2014
£(000)
Long-term
rate of return
expected at
30 Sept 2013
Fair value at
30 Sept 2013
£(000)
Fair value at
30 Sept 2012
£(000)
Total fair value of scheme assets
3.8%
27,495
4.3%
25,341
22,189
Present value of scheme liabilities
Scheme deficit
Related deferred tax asset
net pension liability
(39,687)
(12,192)
2,438
(9,754)
(35,871)
(34,045)
(10,530)
(11,856)
2,211
2,726
(8,319)
(9,130)
The amounts charged to operating profit in relation to current service costs are £nil (2013 & 2012: £nil).
Amounts charged to other finance costs:
Expected return on pension scheme assets
2014
£(000)
1,090
2013^
£(000)
888
2012^
£(000)
977
Interest on pension scheme liabilities
(1,542)
(1,362)
(1,442)
net benefit/(cost)
(452)
(474)
(465)
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
2014
£(000)
542
(5)
(3,107)
(2,570)
2013^
£(000)
1,707
(138)
(1,125)
444
2012^
£(000)
898
(159)
(4,230)
(3,491)
The movement in the scheme assets, liabilities and the net deficit are as follows:
Deficit in scheme at 1 October
(10,530)
(11,856)
(9,299)
Movement in the year Current service cost
–
–
–
2014
£(000)
2013^
£(000)
2012^
£(000)
Contributions
Administration charge
Other finance costs
Actuarial gains/(losses)
1,404
1,404
1,404
(44)
(452)
(2,570)
(48)
(474)
444
(5)
(465)
(3,491)
Deficit in scheme at 30 september
(12,192)
(10,530)
(11,856)
^ Restated. For more information see pension scheme reporting change detailed in the Financial Review
History of experience gains and losses:
Difference between the expected and actual
return on scheme assets
Percentage of scheme assets
Experience gains and losses on scheme liabilities
Percentage of the present value of scheme liabilities
Total amount recognised in SoRIE
2014
£(000)
542
2.0%
(5)
0.01%
(2,570)
2013^
£(000)
2012^
£(000)
1,707
6.7%
(138)
0.4%
444
898
4.0%
(159)
0.5%
(3,491)
10.3%
Percentage of the present value of scheme liabilities
6.5%
(1.2%)
^ Restated. For more information see pension scheme reporting change detailed in the Financial Review
nOtE 23 lEAsE COmmitmEnts
Total future minimum lease payments under non-cancellable operating leases for each of the
following periods:
The Group
2014
2014
Other
Other
2013
Other
The Company
2013
Other
2014
Land and
buildings
£(000)
2013
Land and
buildings
£(000)
Within one year
Within two to five years
146
34
180
£(000)
70
144
214
£(000)
£(000)
£(000)
252
180
432
52
57
109
–
–
–
–
–
–
nOtE 24 COntingEnt liABility
On 13 December 2013 AIG Specialty Insurance Company filed a complaint against Dewhurst (Hungary)
Kft claiming $US7 million in respect of a purported product failure of a component supplied to a third
party. Dewhurst (Hungary) Kft believes it has a strong defence and intends to defend the claim with the
utmost vigour.
nOtE 25 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
2014
£(000)
832
255
103
1,955
94
3,326
2013
£(000)
881
255
123
3,339
134
3,869
36
notes to the accounts continued
37
nOtE 26 FinAnCiAl instRumEnts
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$2,870,000 Australian Dollar foreign exchange contract, in the amount of £1,542,294 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 2014.
Currency and interest rate exposure of financial assets and liabilities
The cash and cash equivalent amount of £12,928k (2013: £10,506k) is made up of cash of £9,428k
(2013: £8,006k) and short-term deposits of £3,500k (2013: £2,500k). The cash was invested at overnight
rates based on the relevant national LIBOR. Short-term deposits were on 95 days notice at an average
yearly rate of 1.35% (2013: 1.98%). Of the cash, £9,080k (2013: £7,026k) is denominated in Sterling
with the balance of £3,848k (2013: £3,480k) 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
At 30 September 2013
sterling
aUs Dollars
Us Dollars
Can Dollars
Other
Floating
rate
assets
£(000)
4,526
1,300
749
1,117
314
8,006
5,580
1,321
692
1,673
162
Fixed
rate
assets
£(000)
2,500
–
–
–
–
Interest
free
assets
£(000)
3,740
1,522
1,815
1,213
129
The Group
Interest
free
liabilities
£(000)
940
323
507
107
257
Floating
rate
assets
£(000)
322
196
4
–
–
Fixed
rate
assets
£(000)
2,500
–
–
–
–
2,500
8,419
2,134
522
2,500
3,500
–
–
–
–
4,115
1,455
2,170
1,149
163
9,052
1,070
255
3,500
390
333
159
86
–
6
–
–
–
–
–
–
2,038
261
3,500
Interest
free
assets
£(000)
The Company
Interest
free
liabilities
£(000)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
at 30 september 2014
9,428
3,500
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 £2,496k (2013: £1,927k) and US Dollars with a balance of £198k
(2013: £536k), trade receivables denominated in Sterling with a balance of £738k (2013: £748k) and
US Dollars with a balance of £1,243k (2013: £725k) and trade payables denominated in Sterling with a
balance of £149k (2013: £104k) and US Dollars with a balance of £50k (2013: £86k).
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 (2013: no facility).
nOtE 27 invEstmEnts – shAREs in suBsiDiARy unDERtAKings
Dual Engraving Pty Ltd was pleased to report sales within the first 12 months were greater than
A$4.5 million and so, as stipulated in the sale and purchase agreement, Dual paid the A$0.3 million
(£0.2 million) deferred consideration.
Details of the transaction:
Consideration
Goodwill
Cash flows
The net outflow of cash arising from acquisition was as follows:
Cash consideration, as above
Proceeds of non-controlling interest (30%)
net outflow of cash in respect of Dual engraving
Notes
Book value
£(000)
Fair value
£(000)
10
160
160
160
160
£(000)
160
(48)
112
38
Company financial statements
39
The notes on pages
19 to 37 form part
of these financial
statements
COmpAny stAtEmEnt OF RECOgnisED inCOmE AnD ExpEnsE
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
2014
£(000)
2013^
£(000)
(2,570)
514
(2,056)
1,459
(597)
444
(14)
430
1,616
2,046
^ Restated. For more information see pension scheme reporting change detailed in the Financial Review
The notes on pages
19 to 37 form part
of these financial
statements
COmpAny BAlAnCE shEEt
At 30 September 2014
non-current assets
Property, plant and equipment
Deferred tax asset
Investments in subsidiaries
Current assets
Trade and other receivables
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
2014
£(000)
2013
£(000)
12
19
13
15
16
17
22
20
21
21
21
5,888
2,343
4,390
6,022
2,141
4,402
12,621
12,565
3,347
3,761
7,108
3,888
3,022
6,910
19,729
19,475
349
349
12,192
12,541
7,188
847
157
290
5,894
7,188
336
336
10,530
10,866
8,609
851
157
286
7,315
8,609
The financial statements were approved by the board of directors and authorised for issue on 1 December
2014 and were signed on its behalf by:
richard Dewhurst Chairman Jared sinclair Finance Director
Company Registration Number: 160314
40
Company financial statements continued
41
Report of the independent auditor
The notes on pages
19 to 37 form part
of these financial
statements
COmpAny CAsh FlOw stAtEmEnt
For the year ended 30 September 2014
Notes
Cash flows from operating activities
Operating profit /(loss)
Depreciation and amortisation
Additional contributions to pension scheme
Write-down of investments
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Cash generated from /(used in) operations
Income tax paid
net cash from/(used in) operating activities
Cash flows from investing activities
Acquisition of business and assets
Proceeds from closure of subsidiary undertakings
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
Purchase of own shares
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
27
(112)
(1,716)
2014
£(000)
122
156
2013
£(000)
(894)
156
(1,360)
(1,356)
–
850
(1,082)
(1,244)
541
13
22
(216)
(528)
(1,438)
(4)
12
(532)
(1,426)
124
(22)
150
1,955
2,095
(720)
(104)
(824)
739
3,022
3,761
–
(10)
181
3,339
1,794
(1,023)
–
(1,023)
(655)
3,677
3,022
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
2014, 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 directors’
responsibilities statement, the directors
are responsible for the preparation
of the financial statements and for
being satisfied that they give a true
and fair view. Our responsibility is to
audit and express an opinion on the
financial statements in accordance
with applicable law and International
Standards on Auditing (UK and Ireland).
Those standards require us to comply
with the Auditing Practices Board’s
Ethical Standards for Auditors.
scope of the audit of the financial
statements
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 2014 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 matter 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, 1 December 2014
42
notice of meeting
43
group companies
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.
Notice is hereby given that the
ninety fifth 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 3 February
2015 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 2014 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 16 January 2015.
3 To re-elect as a director Mr R Young,
who retires by rotation under the
Articles of Association.
4 To re-elect as a director Mr P Tett,
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 774,855 ‘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 2016
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 2014
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 1
February 2015 (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 1 February 2015 (being 48 hours prior to the
hEAD OFFiCE
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
Dan robinson
Managing Director
OvERsEAs suBsiDiARiEs
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
Mike Canzoneri
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
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
44
Advisers and company information
ADvisERs
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
sECREtARy AnD
REgistERED OFFiCE
Jared sinclair
Dewhurst plc
Unit 9 Hampton Business Park
Hampton Road West
Feltham TW13 6DB
Registered No.160314
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
Design www.gilldavies.co.uk
www.dewhurst.co.uk