Annual report and accounts 2015
Our customers rely on our
expertise and technology
Dewhurst plc
Financial highlights
We are a global supplier of quality
components to the lift, transport and
keypad industries
Steady progress on earnings
and dividends
Lift
Pushbuttons
Indicators
Transport
Highway products
Parking equipment
Auxiliary equipment
Pushbuttons
Lift control and monitoring
systems
Indicators and associated
products
Keypads
Banking terminals
Security
Ticketing machines
Petrol pumps
Group revenue
Operating profit*
Earnings per share
Dividend per share
–
2015
£(000)
2014
£(000)
£45,946
£46,616
£5,588
51.99p
13.00p
£5,475
46.22p
9.00p
Contents
1 Financial highlights
2 Chairman’s statement
3 Our global reach
4 Strategic report
10 Financial review
11 Group five year review
12 Board of directors
13 Report of the directors
16 Consolidated financial statements
20 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
* Operating profit before goodwill write down, amortisation of acquired intangibles and gain on property disposal
Revenue
£ million
–1%
Operating profit*
£ million
+2%
2011
2012
2013
2014
2015
41.5
2011
4.9
51.6
2012
43.7
46.6
45.9
2013
2014
2015
4.1
5.6
5.5
5.6
* Operating profit before goodwill write down, amortisation
of acquired intangibles and gain on property disposal
Earnings per share
Pence
+12%
Dividend per share
Pence
+44%
2011
2012
2013 11.28
2014
2015
30.67
42.98
46.22
2011
2012
2013
2014
6.69
7.02
12.02†
8.00
9.00
51.99
2015
10.00
13.00†
† Includes special dividend of 3p (2012: 5p) per share
1
Chairman’s statement
Our global reach
We continue our focus on quality
to help drive future growth
Results
I am pleased to report improved profits
for the year albeit on slightly lower sales
which fell 1.4% to £45.9 million (2014:
£46.6 million) mainly due to currency
movements. Operating profit before
amortisation of acquired intangibles and
gains on property disposal was
£5.6 million (2014: £5.5 million), very
close to the previous record figures;
profit before tax was £5.3 million
(2014: £4.8 million) up 11% and by a
small margin our best ever.
The year followed the pattern set in
the first half. After last year’s strong
performance in the UK, sales dropped
back this year, whereas all but one of
the overseas companies achieved better
revenues. As last year, the continued
strengthening of the pound reduced the
reported impact in sterling of the
local improvements. The adverse effect
of the change in currency translation
rates was £1.1 million on sales and
£0.2 million on profits. Sales were
down at the Transportation Division,
marginally down overall at the Lift
Division and broadly flat for Keypads.
Many of our operations have faced
challenges this year to meet customers’
ever more demanding expectations.
Our employees are focussed on our
efforts to improve and I would like to
thank them for their contribution to our
progress this year.
We are planning to continue our
progressive improvement in the
dividend in line with our stated target,
with another 1p increase in the basic
dividend proposed for the year.
We sold our remaining building on the
Inverness Road site during the year
and this provided a welcome gain on
disposal of £0.4 million. As a result
we are proposing a special additional
dividend of 3p to distribute a significant
proportion of the cash raised from that
transaction.
Operations and people
Our General Manager at Australian
Lift Components (ALC) left us during
the year. Brad Newell has taken on
that position. Brad is new to the lift
industry, but has made good progress
in addressing a number of ALC’s key
2
issues. We welcome him to the Group
and wish him continued success in
his role.
We have increased our investment in
equipment this year with one new high
speed laser machine purchased for
Canada and another similar one ordered
for Feltham. We have also replaced
some of our older moulding machines.
We have continued the drive to improve
our quality and the reliability of our
processes, with investment in additional
staffing and equipment.
Products
We have launched several products
in the last 3 months that we have put
considerable effort and investment
into during the year. Our latest control
system, Ethos 2, has been released after
a lengthy development programme.
This offers an intuitive touchscreen
based control and integrated speed
profiling, simplifying set up for our
customers. At recent industry exhibitions
in North America and Europe we
also launched a touchscreen lift car
operating panel, which provides end
users with flexibility in appearance and
floor designations.
In our Transportation Division we
introduced a more robust and
simpler version of our retroreflective
reboundable traffic bollard earlier in the
year and more recently a new highways
passively safe chevron sign system.
Outlook
We had a strong first quarter for 2015,
but that does not look as though it will
be replicated in the coming year. Instead
the pattern from the second quarter of
last year onwards is continuing, with
demand in the UK rather weak, but
most of our overseas markets stable
or gently growing. There are signs of
potential future improvement in the
UK with project activity quite high, but
timing of orders uncertain. At some
point these projects will feed through to
sales, but our business does tend to lag
behind the general performance of the
economy.
Richard Dewhurst
Chairman
Our broad spread across continents
provides a degree of resilience
Dewhurst companies
and agents
The Americas
Canada
Dupar Controls
Product areas
Lift
UK & Europe
USA
The Fixture Company
Elevator Research
Manufacturing Corp.
United Kingdom
Dewhurst
Thames Valley Control
Traffic Management
Products
Hungary
Dewhurst (Hungary)
Asia & Australia Hong Kong
Dewhurst (Hong Kong)
Australia
Australian Lift
Components
Lift Material Australia
Dual Engraving
Product areas
Lift
Transport
Keypad
Product areas
Lift
Transport
Group sales
26%
Employees
97
Group sales
47%
Employees
216
Group sales
27%
Employees
59
3
United Kingdom
Birmingham New Street Station
Strategic report
Our products are widely used in key
infrastructure projects
Business review
The Group’s principal activity in 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.
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.
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 24).
Operating highlights
It has been a difficult year in our
European markets, including the
United Kingdom. Sales in Group
companies in this area have either
been flat or have fallen. Encouragingly
though, outside this region we have
seen quite a different picture, with
sales in the vast majority of Group
companies increasing.
In line with the Chairman I would like
to thank all our employees in our Group
companies, who have worked hard all
year and ensured that we have been
able to deliver these results.
4
UNITED KINGDOM
Dewhurst UK Manufacturing
Sales at Dewhurst UK Manufacturing fell
by 3% on the previous year, primarily
as a result of reduced infrastructure
spending in the UK. Last year, the
General Election caused a number of
private and public authority projects
to be stalled which added to the
challenge of effectively growing our
sales. We have however put a great
deal of energy into strengthening our
overseas markets and this has led to
an increase of 10% in our export sales.
The two primary areas of growth were
Canada, where we have been able to
broaden the range of products we sell
to our sister company, Dupar Controls.
The Middle East was the second area
of growth. We have focused our effort
here for the last two years and these
efforts are now starting to pay off with
some reasonable signalisation orders
from a range of customers.
Our new UniBlade products and other
products that we have developed for
Destination Despatch Lift Systems have
sold well. We have won significant
projects in the UK, Canada and Dubai
for both new builds and modernisation.
Research and development through
the year focused primarily on smaller
projects aimed at broadening and
improving our current range of
products. We added a number of
variants to our UniBlade family of
products and we have also improved the
illuminators on our core Compact 3 and
Jumbo pushbuttons.
We have maintained the focus on
Continuous Improvement of our
FastFit
Our new customer
service for landing and
car fixtures:
• Simple order codes
• Pre-approved
drawings
• Fast turnaround
The redeveloped Birmingham
New Street Station was opened
in September 2015 after a
5 year programme of work.
There is now a grand concourse
with 30 new escalators and 15
new lifts. This gives passengers
more space and makes
platforms more accessible.
We have provided lift operating
panels, controllers and lift
monitoring for the station.
5
Our keypads are used in
various parking systems around
the world. This unit for a
multi-space pay station in
North America allows input of
license plate information where
the parking authority requires
it. Despite the large number
of keys it remains a relatively
compact unit.
North America
Parking pay stations
6
Strategic report
processes and our most significant
event for this year was the launch of
our new online ordering system.
The system allows customers to order
our fastest moving pushbutton products
as well as key switches and other
lift auxiliaries online. In addition to
providing 24 hour access, we feel
it also presents the products in a clearer
and much more appealing way.
Initial feedback from customers has
been positive and we would expect
good take up of the system over the
coming year.
£700,000
invested in new
laser cutters
In the three years following our move
from Hounslow to Feltham, our main
priority has been to bed down the
production facility and ensure that
everything is working as we would like
it to. Capital investment has remained
relatively low. It is therefore pleasing
to report that this year we have made
some significant investments in new
plant, with the purchase of two new
Arburg moulding machines, to replace
existing machines that were over
20 years old. Towards the end of the
year we also ordered a new Amada
fibre laser cutter that we have now
commissioned. Fibre laser machines are
able to cut our stainless steel faceplates
significantly faster than conventional
CO2 machines. As well as cutting faster,
they have much lower running costs
in terms of laser gases, electricity and
maintenance costs.
Thames Valley Controls (TVC)
After a really excellent year last year, we
knew that TVC would struggle to live up
to that performance again this year and
indeed they did experience a 16% fall in
sales. TVC’s orders are made up
of a steady flow of base orders and then
a smaller number of one off projects.
Last year we had an unusually high
number of projects and this year those
project orders returned to more normal
levels. Despite the fall in sales, TVC
contributed strongly to Group profits.
Even though we have seen a reduction
in the number of projects compared
with last year, we have continued
to be successful with our Navigator
Destination Despatch Control System.
We have won a number of new projects
in the commercial sector including at
Manchester’s Arndale Centre and for a
landmark building on Euston Road in
London.
We have continued to build on the
success of our lift monitoring products
by adding in new features and facilities,
specifically an integrated CCTV function.
This provides lift operators with an
enhanced safety offering, particularly
in unmanned environments, as well as
providing safeguards against anti-social
behaviour.
Traffic Management Products
(TMP)
In line with our other UK companies
TMP encountered difficult trading
conditions and sales fell 18% on the
previous year. However costs were well
controlled and TMP’s profits were not
significantly impacted.
The team at TMP has continued to
make good progress this year. We
have invested in new products with
the launch of Evo-N our new reflective,
reboundable bollard, which complies
with all current standards. Evo-N
has achieved a passive safety level
of 100NE4, which means that even
if hit by a vehicle at 100 km/h it will
rebound intact. This illustrates the
robustness of its design. We have also
developed and launched a new range
of Chevrons called Evo-Chev. These
products pinpoint hazardous bends
Evo-N
A new version of our
reboundable bollard was
launched. It complies with
all current standards and
remains passively safe and
fully functional after a
100km/h impact.
and roundabouts, helping to reduce
accidents in the locations. Evo-Chev
incorporates the TMP patented self-
righting base (used on our bollard
products) and allows the Chevron to
return to an upright position following
impact.
Investment has been made at TMP in
our marketing material with the launch
of a new website including the facility
for online ordering.
EUROPE
Dewhurst Hungary
Sales at Dewhurst Hungary were more
or less identical to last year, although
price reductions over the previous year
meant that there was some growth in
terms of the number of units shipped.
Improved processes both at the factory
in Hungary but also in terms of our
supply chain, have allowed us to reduce
our costs and achieve some growth in
profits.
We have built up a strong and
knowledgeable quality team in Hungary,
with the support of a key customer.
The systems we now have in place are
far more sophisticated and effective
than those we have across our other
companies in the Group. As a result,
this year we have broadened the remit
of our Dewhurst Hungary Quality
Manager and promoted her to the new
role of Group Quality Manager. We
have established a set of new quality
measures which we expect all Group
companies to report within the next
twelve months. Once companies have
established these measures, we will be
able to pinpoint areas of opportunity
and work to achieve continuous
improvement in our quality level.
NORTH AMERICA
Dupar Controls
While the UK and Europe experienced
challenging market conditions our other
markets experienced reasonable growth.
Dupar was typical in this respect and
following a number of years of growth
reported a 15% increase in sales over
the previous year. This was an excellent
achievement and created quite a
challenge for production.
7
Strategic report
11% growth in
overseas sales
(in local currency
terms)
We did see a squeeze on margins with
the Canadian dollar weakening against
both the British pound and the US
dollar, but despite this Dupar generated
good profit growth.
There has been significant investment
this year in new computer software to
improve our processes. This investment
is on-going but we aim to see the
rewards during the next twelve months.
Dupar have also been involved in
a major new product development
and towards the end of the year we
launched the US1 Touch Car Operating
Panel. This product is a state of the art
alternative to traditional pushbuttons.
It allows you to create your own style
of pushbutton on the touch screen,
with a background that complements
the design of your building or lift car.
It is however quite a niche product,
designed for high end installations and
we currently see it complementing our
range of traditional pushbuttons rather
than replacing them.
The increased sales have meant it
has been critical for us to continue to
invest in new plant and machinery.
As with Dewhurst UK we needed to
replace Dupar’s laser machine and
we have purchased the same Amada
fibre laser cutting machine for Dupar.
This was installed and commissioned
halfway through the year and we have
benefitted greatly from its increased
capacity and reliability.
Elevator Research &
Manufacturing (ERM)
Sales have been flat at ERM over the
last twelve months however increases
in costs pushed ERM into a small loss
for the year. It has been a difficult year
operationally and we have operated
with an Interim General Manager at the
company whilst we work to find a new
General Manager.
8
ERM is a good company, with a
wonderful opportunity to improve
service levels and grow sales outside the
Los Angeles area. We believe that in the
right hands ERM can prosper greatly
and we are not going to rush to fill the
post of General Manager. We need to
be absolutely confident that we have
the correct person for the job.
AUSTRALIA & ASIA
Australian Lift Components
(ALC)
ALC saw strong demand this year
and grew sales by nearly 20% over
the previous year. As a result profits
recovered considerably from last year’s
disappointing level.
There was a change of personnel at
ALC and we welcome Brad Newell our
new General Manager.
We have reenergised our Continuous
Improvement initiatives in the plant
and focused hard on streamlining
our assembly processes, as well as
implementation of rigid 5S activity.
ALC are now working to increase
their market share with the major lift
companies to ensure that the
growth in sales continues through
the coming year.
Pacific region. Most projects include
installation of the handrails in addition
to supplying the material. This requires a
great deal of organisation. The logistics
of ensuring the people, installation tools
and product are in the right place at
the right time, in a country as vast as
Australia is quite demanding.
Dual Engraving
Dual had an excellent year with 20%
sales growth on last year.
They have been involved in some major
modernisation projects in Perth, the
most notable of which was Central
Park. This is a landmark building located
in Perth’s Central Business District with
51 floors and a total of 23 lifts. Dual
supplied and installed bespoke new car
interiors and entrances for the lifts.
Dewhurst Hong Kong
Dewhurst Hong Kong grew sales by just
over 10% to achieve a record year for
both sales and profit.
We have been able to broaden our
market and are now achieving notable
levels of sales in other South East Asian
countries, primarily Singapore and
Malaysia.
Approved and signed on behalf of
the board
David Dewhurst
Group Managing Director
7 December 2015
EHC
EHC NT handrails are
increasingly being specified
for prestige projects in
Australia. We have fitted
handrails on Perth and
Melbourne Metro systems
and most of Australia’s major
airports in addition to a
number of shopping centres.
Lift Material
It was very much a year of consolidation
at Lift Material. Sales continued to
grow steadily, increasing 10% on the
previous year.
We continue to win business for the
EHC escalator handrails all around
Australia and in other countries in the
Australia
Central Park, Perth
Originally built in 1992,
Central Park is Perth’s tallest
office tower at 51 floors and
a landmark building in Perth’s
Central Business District.
Its 23 lifts were recently
refurbished by Dual Engraving
with most cars incorporating
modernist artworks from a
celebrated local artist matching
his original artworks in the
Atrium.
9
Financial review
Continued growth in earnings
drives progress on dividends and
shareholder value
Trading results
Dewhurst sales continued a similar trend
to that reported in the half year with full
year revenue marginally down on last
year. UK revenue continued to weaken
across all domestic companies but
again overseas companies performed
strongly. The regions of biggest revenue
growth were in Canada and Australia
which saw double digit percentage
increases in local terms, with nearly
all those subsidiaries reporting record
sales in local currency. Unfortunately,
upon retranslation into Pounds Sterling
for group reporting, the strengthened
pound reduced like for like sales by
£1.1 million or 2.4% and accounts for
more than the reported Group decrease.
Overall revenue decreased by 1.4%
from £46.6 million to £45.9 million.
The same foreign retranslation also
impacted operating profits by
£0.2 million or 2.9%, but despite this
the Group’s overseas operations still
reported improvements on last year.
Operating profit before gain on disposal
of property and acquired intangible
amortisation increased by 2.1% from
£5.5 million to £5.6 million and in
percentage terms increased from 11.7%
to 12.2% of revenue.
Strong cash position
Cash flow was once again very good
with £3.6 million of cash being
generated from operations (2014: £3.9
million). Despite pension contributions
of £1.4 million, increased dividends, as
well as investing £0.9 million in key plant
and equipment, the Group ended the
year with cash and short-term deposits
at £15.0 million, up £2.1 million from
£12.9 million in 2014.
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
21 under IAS 19, but I am pleased to
report that this year, Dewhurst plc saw
no material increase in the scheme
deficit of £12.2 million. The net effect
of three key actuarial assumptions
changes: the liability discount rate
changing from 3.8% to 3.7%, the RPI
10
rate changing from 2.9% to 3.0% and
the mortality table changing to reflect
more accurately the recent past and
current mortality rates, resulted in an
overall £5k adjustment.
The scheme was closed to future accrual
in 2010 but the Group 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.
50% increase in
normal dividend
over 5 years
Contingent liability settlement
Following dismissal of the lawsuit in the
Arizona Court, without admission or
finding of liability, Dewhurst (Hungary)
Kft and AIG agreed and paid in the
current financial year a confidential full
and final settlement of all claims arising
from this dispute.
Gain on disposal of property
The old factory site in Hounslow
(Inverness Road) was sold in 2012
generating the cash to acquire and
develop the current site in Feltham.
At that time, the property developers
were not interested in acquiring the
caretaker’s bungalow which was also
owned by Dewhurst plc and was
adjacent to the old site. The directors
therefore chose to retain this bungalow
in the short term whilst the Hounslow
site was redeveloped into residential
properties in the expectation that the
redevelopment would enhance the
bungalow’s future value. The directors
sold this property in May 2015 giving
rise to a £0.4 million gain on disposal.
Amortisation of acquired
intangibles
The amortisation relates to Dual
Engraving’s acquired customer list
and key relationships which are being
written off over 3 years. These will be
fully written off in February 2016.
Group five year review
2011
£(000)
2012
£(000)
2013
£(000)
2014
£(000)
2015
£(000)
Revenue
41,487 51,555 43,698 46,616 45,946
Adjusted operating profit *
4,880
5,605
4,084
5,475
5,588
Operating profit
4,424
5,660
2,594
5,179
5,675
Profit before taxation
4,038
5,314
2,219
4,812
5,318
As a percentage of total equity
18.6% 24.6% 10.1% 21.4% 21.8%
Taxation
1,428
1,688
1,307
866
851
Profit after taxation
2,610
3,626
912
3,946
4,467
Total equity
21,754 21,564 21,870 22,448 24,338
Earnings per share, basic
and diluted
30.67p 42.98p 11.28p 46.22p 51.99p
Dividends per share
6.69p 12.02p
8.00p
9.00p 13.00p
* Operating profit before goodwill write down, amortisation of acquired intangibles and
gain on property disposal
Shareholders’ return
600p
500p
400p
300p
200p
100p
Sept
2010
Sept
2011
Sept
2012
Sept
2013
Sept
2014
Sept
2015
Ordinary share price
‘A’ ordinary share price
Subsidiary share repurchase
As a result of amortising the acquired
intangibles within Dual Engraving, this
subsidiary will have little or no retained
earnings for dividend redistribution until
distributable profits surpass the A$1.6
million amortisation being written off
but the subsidiary does have surplus
cash above its day to day working
capital requirements. Therefore to
redistribute this surplus cash back to its
shareholders, Dual Engraving exercised
a share repurchase of A$500k in
December 2014. Since Dual Engraving is
only 70% owned by Dewhurst plc, this
transaction is reported both within the
consolidated and Company cash flow
statement as well as within related party
transactions – see note 23.
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 24.
Dividends
Dividends are accounted for when paid or
approved by shareholders, and not when
proposed, therefore the proposed final
dividend for 2015 has not been accrued
at the balance sheet date. The total
dividend for 2015 of 13.00p per share is
44% up on 2014 and is covered 4.1
times by earnings. Total equity improved
from £22.4 million to £24.3 million.
There was no change in the number of
allotted shares during the year.
Jared Sinclair
Finance Director
7 December 2015
11
Board of directors
Report of the directors
Jared Sinclair
BSc, ACA
Finance Director,
45, joined in
1997. Previously
with Moores
Rowland,
Chartered
Accountants,
Audit Senior.
Richard
Dewhurst
BA (Eng Sc), ACMA
Chairman, 59,
joined in 1985.
Previously with
Ford Motor Co,
Ernst & Whinney
Senior
Management
Consultant.
Peter Tett
MA, MSc
Non-executive
Director, 76,
joined in 2000.
Previously with
Halma plc,
Director.
Richard Young
MBA, BSc, CEng, MIET
Managing Director
– Thames Valley
Controls, 59,
joined in 1996.
Previously with
MBM Technology
Ltd, Director and
General Manager.
David
Dewhurst
BSc (Elec Eng)
Group Managing
Director, 54,
joined in 1987.
Previously
with Holmes &
Marchant plc.
John Bailey
Non-executive
Director, 45,
joined in 2008.
Previously with
Brett Landscaping
& Building
Products,
Commercial
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 2015.
Results and dividends
The trading profit for the year, after
taxation, amounted to £4.5 million
(2014: £3.9 million).
A 3p special dividend in addition to the
normal final dividend on the Ordinary
and ‘A’ non-voting ordinary shares of
7.00p per share (2014: 6.20p) for the
financial year ended 30 September
2015 will be proposed at the Annual
General Meeting (AGM) to be held
on 2 February 2016. If approved, this
dividend will be paid on 17 February
2016 to members on the register at 22
January 2016.
An interim dividend of 3.00p per share
(2014: 2.80p) was paid on 25 August
2015.
A final dividend on the Ordinary and
‘A’ non-voting ordinary shares of
6.20p per share (2013: 5.66p) which
amounted to £525k (2013: £482k) for
the financial year ended 30 September
2014 was approved at the AGM held
on 3 February 2015 and was paid on
19 February 2015 to members on the
register at 16 January 2015.
Post balance sheet events
There have been no post balance sheet
events since the year end.
Share repurchases
There have been no share purchases
during the financial year.
Directors
The members of the board during the
year were:
Substantial shareholdings
At 19 November 2015, the company
had been advised of the following
beneficial interests in excess of 3%
of the ordinary voting share capital
(other than the holdings shown under
directors’ share interests).
Mrs V E Dewhurst
651,000
Fidelity NorthStar Fund
200,000
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
J Sinclair and Mr J Bailey who, being
eligible, offer themselves for re-election.
The unexpired period of Mr J Sinclair
and Mr J Bailey’s service agreement is
less than one year.
During the year and at the date of
approval of the accounts, the Group
maintained liability insurance for all
directors.
Mrs B Bruce
Ms E Dewhurst
Mr J H Ridley
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
518,000
387,000
PFS Discretionary Unit Fund
350,000
TD Direct Investing
Nominees Ltd
270,010
Vidacos Nominees Ltd
251,500
HDSL Nominees Ltd
Ms E Dewhurst
203,000
167,416
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 2015 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 2014.
Mr R M Dewhurst
Mr D Dewhurst
Mr J C Sinclair
Mr R Young
Mr J Bailey
Mr P Tett
30 September 2015
‘A’ ordinary
shares
Ordinary
shares
30 September 2014
‘A’ ordinary
shares
Ordinary
shares
492,333
123,666
492,333
123,666
419,595
69,932
419,595
69,932
1,000
1,000
1,000
1,000
–
–
–
–
1,000
1,000
1,000
1,000
–
–
–
–
12
13
At 30 September 2015 and 30 September 2014 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.
Report of the directors
Directors’ emoluments
The remuneration of the directors is shown below:
Executive directors:
Mr R M Dewhurst
Mr D Dewhurst
Mr J C Sinclair
Mr R Young
Non-executive directors:
Mr J Bailey
Mr P Tett
Salary
and fees
£(000)
Bonus
£(000)
Benefits
in kind
£(000)
Pension
2015
Total
2014
Total
£(000)
£(000)
£(000)
129
113
95
90
26
19
95
80
29
50
9
–
4
3
–
–
–
–
–
–
10
14
–
–
228
196
134
154
35
19
215
185
124
181
44
18
Employee involvement
Meetings, chaired by managing
directors, are held with employee
representatives. The financial position
and prospects of the company are
discussed together with details of
investment and changes in facilities
which are planned by management.
Opportunity is given at the meetings
to question senior executives about
matters which concern the employees.
Health and safety
Regular attention is given to health and
safety with all reasonable precautions
taken to provide and maintain safe
working conditions for both employees
and visitors alike, which comply with
statutory requirements and appropriate
codes of practice. In order to minimise
the instances of occupational accidents
and illnesses detailed policies and risk
improvement programmes are regularly
updated.
Employment policies
The Group is committed to ensuring
that:
All employees are treated fairly and
equally irrespective of gender, ethnic
origin, religion, nationality, marital
status, sexuality or disability.
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,
control costs and maintain a strong
cash balance 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.
Chantrey Vellacott DFK LLP has merged
its practice with Moore Stephens LLP
and now practices under the name of
Moore Stephens LLP. A resolution will
be proposed at the Annual General
Meeting to appoint Moore Stephens 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
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
7 December 2015
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
14
15
Consolidated financial statements
The notes on pages 20 to 37 form part of these financial statements
Consolidated statement of comprehensive income
Consolidated balance sheet
For the year ended 30 September 2015
Continuing operations
Revenue
Operating costs
Adjusted operating profit*
Gain on disposal of property
Amortisation of acquired intangibles
Operating profit
Finance income
Finance costs
Profit before taxation
Taxation
Profit for the financial year
Other comprehensive income:
Actuarial gains/(losses) on the defined benefit pension scheme
21
Deferred tax effect
Total that will not be subsequently reclassified to income statement
Exchange differences on translation of foreign operations
Deferred tax effect
Total that may be subsequently reclassified to income statement
Other comprehensive income/(expense) for the year, net of tax
Total comprehensive income for the year
Profit for the year attributable to:
Equity shareholders of the company
Non-controlling interests
Total comprehensive income for the year attributable to:
Equity shareholders of the company
Non-controlling interests
Notes
2015
£(000)
2014
£(000)
2
3
5
6
7
8
45,946
46,616
(40,271)
(41,437)
5,588
5,475
357
(270)
5,675
107
(464)
5,318
(851)
4,467
(884)
177
(707)
(1,282)
257
(1,025)
(1,732)
2,735
4,406
61
4,467
–
(296)
5,179
85
(452)
4,812
(866)
3,946
(2,570)
514
(2,056)
(669)
134
(535)
(2,591)
1,355
3,930
16
3,946
2,759
1,379
(24)
(24)
2,735
1,355
At 30 September 2015
Non-current assets
Goodwill
Other intangibles
Property, plant and equipment
Deferred tax asset
Current assets
Inventories
Trade and other receivables
Current tax assets
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Current tax liabilities
Short-term provisions
Non-current liabilities
Retirement benefit obligation
Total liabilities
Net assets
Equity
Share capital
Share premium account
Capital redemption reserve
Translation reserve
Retained earnings
Total attributable to equity shareholders of the company
Non-controlling interests
Total equity
Notes
2015
£(000)
2014
£(000)
10
11
12
19
14
15
16
17
18
21
20
2,695
171
8,581
2,491
3,129
463
8,665
2,086
13,938
14,343
4,751
8,056
–
14,958
27,765
41,703
4,501
9,199
26
12,928
26,654
40,997
4,502
5,398
348
318
–
959
5,168
6,357
12,197
17,365
24,338
847
157
290
(11)
22,521
23,804
534
12,192
18,549
22,448
847
157
290
929
19,590
21,813
635
24,338
22,448
The financial statements were approved by the board of directors and authorised for issue on 7 December 2015 and were
signed on its behalf by:
Basic and diluted earnings per share
9
51.99p
46.22p
* Operating profit before goodwill write down, gain on disposal of property and amortisation of acquired intangibles
Richard Dewhurst Chairman
Jared Sinclair Finance Director
Company Registration Number: 160314
16
17
Consolidated financial statements
The notes on pages 20 to 37 form part of these financial statements
Consolidated statement of changes in equity
Consolidated cash flow statement
Translation
reserve
Retained
earnings
Non-
controlling
interest
Total
equity
£(000)
£(000)
£(000)
Share
capital
For the year ended 30 September 2015
£(000)
At 1 October 2013
851
Shares issued
Exchange differences on
translation of foreign operations
Actuarial gains/(losses) on defined
benefit pension scheme
Deferred tax effect
Share repurchase – nominal
Share repurchase – cost
Dividends paid
Profit for the year
–
–
–
–
(4)
–
–
–
Share
premium
account
£(000)
157
Capital
redemption
reserve
£(000)
286
–
–
–
–
–
–
–
–
–
–
–
–
4
–
–
–
At 30 September 2014
847
157
290
Shares repaid
Exchange differences on
translation of foreign operations
Actuarial gains/(losses) on defined
benefit pension scheme
Deferred tax effect
Dividends paid
Profit for the year
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
£(000)
1,425
–
(630)
–
134
–
–
–
–
929
–
(1,197)
–
257
–
–
18,540
–
–
(2,570)
514
–
(104)
(720)
3,930
19,590
–
–
(884)
177
(768)
4,406
At 30 September 2015
847
157
290
(11)
22,521
611
48
21,870
48
(40)
(670)
–
–
–
–
–
16
635
(77)
(2,570)
648
–
(104)
(720)
3,946
22,448
(77)
(85)
(1,282)
–
–
–
61
534
(884)
434
(768)
4,467
24,338
For the year ended 30 September 2015
Cash flows from operating activities
Operating profit
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
Tax paid
Net cash from operating activities
Cash flows from investing activities
Acquisition of business and assets
Subsidiary share repurchase – non-controlling interest element
Proceeds from sale of property, plant and equipment
Purchase of property, plant and equipment
Development costs capitalised
Interest 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
Exchange adjustments on cash and cash equivalents
Cash and cash equivalents at end of year
Notes
2015
£(000)
2014
£(000)
5,675
991
5,179
1,194
(1,343)
(1,360)
(251)
(423)
4,649
(250)
1,143
(896)
(641)
4,005
(428)
3,577
–
(77)
458
(893)
(61)
107
(466)
(768)
–
(768)
2,343
16
12,928
(57)
(21)
4,935
56
(643)
(47)
207
4,508
(605)
3,903
(112)
–
47
(408)
(70)
85
(458)
(720)
(104)
(824)
2,621
10,506
(313)
(199)
16
14,958
12,928
18
19
Notes to the accounts
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 21 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 2015,
adjusted to eliminate intra-group
balances, transactions, income and
expenses. The Group has used the
acquisition method of accounting to
consolidate the results of subsidiary
undertakings, which are included from
the date of acquisition.
Revenue
Revenue is measured at the fair value of
sales of goods and services less returns
and sales taxes. Revenue is recognised
on dispatch or on written acceptance by
customers, whichever is earlier.
Customer loyalty rebates
The cost of customer loyalty rebates is
recognised as a cost of sale, with an
accrual equal to the estimated fair value
of the loyalty rebate recognised when
the original transaction occurs. On
redemption, the cost of redemption is
offset against the accrual.
Property, plant and equipment
Property, plant and equipment is stated
at cost or deemed cost less accumulated
depreciation and any recognised
impairment loss. Depreciation is charged
so as to write off the cost over the assets
expected useful life. The depreciation
rates used are:
Buildings (basic structure)
1½% – on a declining balance basis
Buildings (fittings)
5% to 20% – on a straight-line basis
Plant and equipment
10% to 331/3% – on a straight-line basis
Investments in subsidiaries
In the accounts of the company,
investments held as non-current assets
are stated at cost less provision for
impairment.
Goodwill
Goodwill arising on the acquisition
of a subsidiary undertaking is the
difference between the fair value of the
consideration paid and the fair value of
the assets and liabilities acquired and
is recognised as an asset and reviewed
for impairment at least annually. Any
impairment is recognised immediately
in the income statement and is not
subsequently reversed. On disposal of
a subsidiary, the attributable amount of
goodwill is included in the determination
of the profit or loss on disposal. Goodwill
arising on acquisitions before the date
of transition to IFRS has been retained at
the previous UK GAAP amount subject to
being tested for impairment at that date.
Inventories
Inventories are stated at the lower of
weighted average cost and net realisable
value. Cost represents direct materials,
labour and appropriate production
overheads. The Group provides for all
inventories where there is more than one
year’s usage held and where there is no
annual usage. Therefore the directors
consider the carrying amounts are stated
at their fair value after deduction of
appropriate allowances for estimated
irrecoverable amounts.
Taxation
The tax expense represents the sum of
the tax currently payable and deferred
tax. The tax currently payable is based on
taxable profit for the year. Taxable profit
differs from the net profit as reported in
the income statement because it excludes
items of income or expense that are
taxable or deductible in other years and
it further excludes items that are never
taxable or deductible. The Group’s liability
for current tax is calculated using tax rates
that have been enacted or substantively
enacted by the balance sheet date.
Deferred tax is the tax expected to be
payable or recoverable on differences
between the carrying amounts of assets
and liabilities in the financial statements
and the corresponding tax bases used in
the computation of taxable profit and is
accounted for using the balance sheet
liability method. Deferred tax liabilities
are generally recognised for all material
taxable temporary differences and
deferred tax assets are only recognised
to the extent that taxable profits will
be available against which deductible
temporary differences can be utilised.
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).
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.
Actuarial gains and losses are recognised
in full in the statement of other
comprehensive income. 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.
20
21
Notes to the accounts
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)
2015
£(000)
13,603
8,527
13,654
12,915
248
Revenue
2014
£(000)
16,250
7,635
12,884
12,868
–
Operating profit
2014
£(000)
2015
£(000)
1,753
1,232
1,103
1,562
25
1,932
965
1,271
1,011
–
48,947
49,637
5,675
5,179
(3,001)
(3,021)
Consolidated revenue/profit before tax for the year
45,946
46,616
United Kingdom
Europe
The Americas
Asia & Australia
Other
2015
£(000)
15,407
5,860
10,913
8,980
543
Assets
2014
£(000)
16,021
6,277
9,280
9,179
240
(357)
5,318
2015
£(000)
7,461
2,258
4,366
2,772
508
(367)
4,812
Liabilities
2014
£(000)
9,033
2,719
3,874
2,746
177
Consolidated assets/liabilities for the year
41,703
40,997
17,365
18,549
Capital additions Depreciation and amortisation
2014
£(000)
2015
£(000)
2014
£(000)
2015
£(000)
United Kingdom
Europe
The Americas
Asia & Australia
Other
Total Group
The secondary segmental reporting is by the following business sectors:
Sector
Lift
Transport
Keypad
Inter-company sales
22
147
80
474
185
7
893
202
50
149
236
1
638
246
77
174
483
11
991
2015
£(000)
332
77
184
597
4
1,194
Revenue
2014
£(000)
36,452
36,577
2,501
9,994
3,093
9,967
48,947
49,637
(3,001)
(3,021)
45,946
46,616
Lift
Transport
Keypad
Total Group
2015
£(000)
Assets
2014
£(000)
Capital additions
2014
£(000)
2015
£(000)
34,417
32,460
1,855
5,431
1,937
6,600
41,703
40,997
799
68
87
954
530
50
58
638
The Group has one major customer who accounts for £9.6 million (2014: £9.7 million) of the keypad revenue which is split across
the United Kingdom, Europe, Asia & Australia and the Americas.
Note 3 Operating costs
Movement in inventory provision obsolescence
Cost of inventories recognised as an expense
Staff costs (see note 4)
Depreciation
Amortisation
Foreign exchange differences
Other operating charges
Operating costs
2015
£(000)
116
20,721
14,245
668
323
(18)
4,216
40,271
2014
£(000)
(5)
21,668
14,188
789
405
101
4,291
41,437
Other operating charges include lease rentals on premises £376k (2014: £367k) and lease rentals on motor vehicles £81k (2014: £84k),
gain on sale of property, plant and equipment £423k (2014: gain of £21k) and auditor’s remuneration detailed below. Expenditure on
research and development was £876k (2014: £831k).
Auditor’s remuneration:
Amounts paid to Moore Stephens and associates
(previously Chantrey Vellacott DFK LLP and DFK associates) *
Statutory audit services
Pension audit services
Taxation compliance services
Other taxation advisory services
2015
£(000)
58
5
10
102
175
The Group
2014
£(000)
2015
£(000)
The Company
2014
£(000)
82
5
12
22
121
22
1
1
102
126
21
1
1
21
44
* Chantrey Vellacott DFK LLP merged its practice with Moore Stephens LLP and now practices under the name of Moore Stephens LLP.
23
Notes to the accounts
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 21)
The average number of employees during the year was:
Office and management
Manufacturing
2015
£(000)
The Group
2014
£(000)
12,655
12,557
884
706
920
711
14,245
14,188
2015
No.
168
204
372
The Group
2014
No.
164
201
365
2015
£(000)
580
74
75
729
The Company
2014
£(000)
584
70
93
747
2015
No.
The Company
2014
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
2015
£(000)
688
54
742
2014
£(000)
687
62
749
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 £228k (2014: £215k). The highest paid director, under the defined benefit scheme has accrued pension of £126k
(2014: £122k) and an accrued lump sum of £2,745k (2014: £2,332k).
Note 5 Finance income
Bank deposit interest
Note 6 Finance costs
Net costs on defined benefit pension scheme (note 21)
2015
£(000)
107
2015
£(000)
(464)
2014
£(000)
85
2014
£(000)
(452)
Note 7 Tax
Current tax
UK corporation tax at 20.5% (2014: 22.0%)
Adjustment on prior years tax
Overseas taxation
Deferred tax
Movement in deferred taxation provision
Tax expense in the income statement
2015
£(000)
(57)
(25)
931
849
2
851
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:
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 and other adjustments
Effective tax rate for the year
2015
£(000)
5,318
20.5%
2014
£(000)
4,812
22.0%
(0.5%)
(3.3%)
0.1%
0%
0.5%
(2.8%)
(1.8%)
0.1%
5.4%
0%
(6.2%)
0%
16.0%
18.0%
Note 8 Profit for the financial year
The Group profit for the year includes £3,697k (2014: £1,459k) 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.
24
25
Notes to the accounts
Note 9 Earnings per share and dividend per share
Weighted average number of shares
For basic and diluted earnings per share
2015
No.
2014
No.
8,474,898
8,504,298
The calculation of basic and diluted earnings per share is based on the profit for the financial year of £4,406,018 and on 8,474,898
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
2014 final paid of 6.20p (2013: 5.66p)
2015 interim paid of 3.00p (2014: 2.80p)
Unclaimed dividends returned – more than 12 years old
2015
£(000)
(525)
(254)
11
(768)
2014
£(000)
(482)
(238)
–
(720)
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 3p special dividend in addition to the normal final dividend of 7.00p
(2014: 6.20p) per share, totalling £847k (2014: £525k). 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
2014
£(000)
2015
£(000)
The Company
2014
£(000)
2015
£(000)
9,588
(565)
–
9,740
(312)
160
9,023
9,588
6,459
(131)
–
6,567
(108)
–
6,328
6,459
2,695
3,129
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Goodwill is allocated at acquisition to the business units that are expected to benefit from that acquisition.
The remaining goodwill relates to three CGUs in Australia, Australian Lift Components Pty Ltd acquired in February 2000 – £954k
(2014: £1,108k), Lift Material Australia Pty Ltd acquired in July 2005 – £680k (2014: £789k) and Dual Engraving Pty Ltd acquired in
February 2013 – £1,061k (2014: £1,232k).
Goodwill values have been tested for impairment by comparing them against the fair value of the relevant CGUs. The fair value
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.
26
The key assumptions used for the fair value calculation for these CGUs are the sales and margin projections, the private company price
index (PCPI) multiple applied to forecast EBITDA 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. The fair value measurements are
categorised within level 2 of the fair value hierarchy. Based upon these key assumptions the goodwill impairment charge that arose
during the current year is nil (2014: nil).
Note 11 Other intangibles
Development costs
Cost or valuation:
At 1 October
Exchange adjustment
Additions on acquisition of subsidiaries
Additions
Disposal
At 30 September
Amortisation:
At 1 October
Exchange adjustment
Charge for the year
Disposal
At 30 September
Net book value:
At 30 September
At 30 September – prior year
The Group
2014
£(000)
2015
£(000)
The Company
2014
£(000)
2015
£(000)
1,571
(112)
–
61
–
1,563
(62)
–
70
–
1,520
1,571
1,108
(82)
323
–
727
(24)
405
–
1,349
1,108
171
463
463
836
–
–
–
–
–
–
–
–
–
–
–
–
–
All amortisation has been charged to the income statement through operating costs and no intangible items are held as security.
–
–
–
–
–
–
–
–
–
–
–
–
–
27
Notes to the accounts
Note 12 Property, plant and equipment
Note 13 Investments – shares in subsidiary undertakings
Cost or valuation:
At 1 October 2013
Exchange adjustment
Additions
Disposals
At 1 October 2014
Exchange adjustment
Additions
Disposals
Property
£(000)
Plant and
equipment
£(000)
The Group
Total
Property
£(000)
£(000)
Plant and
equipment
£(000)
The Company
Total
£(000)
8,488
(155)
33
–
8,366
(260)
19
(43)
6,529
15,017
6,208
172
6,380
(199)
375
(98)
(354)
408
(98)
–
22
–
–
–
–
–
22
–
6,607
14,973
6,230
172
6,402
(268)
874
(730)
(528)
893
(773)
–
10
(43)
–
–
–
–
10
(43)
At 30 September 2015
8,082
6,483
14,565
6,197
172
6,369
Depreciation:
At 1 October 2013
Exchange adjustment
Charge for the year
Disposals
At 1 October 2014
Exchange adjustment
Charge for the year
Disposals
926
(44)
182
–
4,851
5,777
(142)
607
(72)
(186)
789
(72)
1,064
5,244
6,308
(72)
179
(12)
(182)
489
(726)
(254)
668
(738)
At 30 September 2015
1,159
4,825
5,984
309
–
121
–
430
–
123
(12)
541
Net book value:
At 30 September 2015
At 30 September 2014
6,923
7,302
1,658
1,363
8,581
8,665
5,656
5,800
49
–
35
–
84
–
32
–
116
56
88
358
–
156
–
514
–
155
(12)
657
5,712
5,888
Capital commitments contracted by the Group at 30 September 2015 amounted to £493k (2014: £102k) and by the company £58k
(2014: £58k). Capital commitments authorised but not contracted by the Group at 30 September 2015 amounted to £56k (2014:
£32k) and by the company £Nil (2014: £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 (deregistered 19/07/15)
Dual Engraving Pty Ltd
Dewhurst Australian Property Pty Ltd
Dewhurst (Hong Kong) Ltd
2015
£(000)
2014
£(000)
11,147
11,328
(6,938)
4,209
2015
£(000)
(6,938)
4,390
2014
£(000)
175
300
–
72
35
–
–
175
300
–
72
35
–
–
1,798
1,798
85
–
85
–
1,646
1,827
97
1
97
1
4,209
4,390
The company has eleven 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 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.
28
29
Notes to the accounts
Note 14 Inventories
Raw materials and components
Work-in-progress
Finished goods and goods for re-sale
2015
£(000)
2,640
441
1,670
4,751
The Group
2014
£(000)
2,708
377
1,416
4,501
2015
£(000)
The Company
2014
£(000)
–
–
–
–
–
–
–
–
Note 16 Cash and cash equivalents
Cash
Short-term deposits
There is no material difference between the replacement cost of inventories and the amounts stated above.
Note 17 Trade and other payables
Trade receivables are shown net of provision for impairment. The movements in the provision for impairment of receivables
were as follows:
Note 18 Short-term provisions
Note 15 Trade and other receivables
Trade receivables
Amounts due from subsidiary undertakings
Other receivables
Prepayments and accrued income
2015
£(000)
7,823
–
75
158
8,056
The Group
2014
£(000)
9,052
–
15
132
9,199
2015
£(000)
–
The Company
2014
£(000)
–
2,755
3,326
15
18
–
21
2,788
3,347
At 1 October
Charge for the year
Costs recovered / (incurred)
At 30 September
2015
£(000)
221
23
(24)
220
The Group
2014
£(000)
2015
£(000)
The Company
2014
£(000)
180
37
4
221
–
–
–
–
–
–
–
–
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 2015
As at 30 September 2014
Total
£(000)
7,823
9,052
Within
terms
£(000)
5,399
6,710
Up to 1 month Up to 2 months Over 2 months
overdue
£(000)
overdue
£(000)
overdue
£(000)
2,170
1,782
250
297
4
263
2015
£(000)
8,958
6,000
The Group
2014
£(000)
9,428
3,500
14,958
12,928
2015
£(000)
913
6,000
6,913
The Company
2014
£(000)
261
3,500
3,761
2015
£(000)
1,511
551
90
2,350
4,502
The Group
2014
£(000)
2015
£(000)
The Company
2014
£(000)
2,038
733
156
2,471
5,398
12
4
–
438
454
12
10
49
278
349
Trade payables
Other taxes and social security costs
Other payables
Accruals and deferred income
The directors consider that the carrying amount of trade payables approximates to their fair value.
Warranty provisions
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 £545k (2014: £297k). Amounts utilised by the Group in the year were
£1,186k (2014: £89k). There were no amounts charged or utilised this year or last year by the company.
2015
£(000)
318
The Group
2014
£(000)
959
2015
£(000)
–
The Company
2014
£(000)
–
30
31
Notes to the accounts
Note 19 Deferred taxation
Deferred tax asset:
At 1 October
Transfer directly (to)/from equity
Foreign exchange on deferred tax
Transfer (to)/from income statement
At 30 September
Deferred tax at 30 September relates to the following:
Defined benefit pension scheme
Provisions
Exchange differences on translation of foreign operations
2015
£(000)
2,086
433
(26)
(2)
The Group
2014
£(000)
1,709
648
(10)
(261)
2015
£(000)
2,343
177
–
(81)
2,491
2,086
2,439
The Company
2014
£(000)
2,141
514
–
(312)
2,343
2015
£(000)
2,439
284
(232)
The Group
2014
£(000)
2,438
137
(489)
2015
£(000)
2,439
–
–
The Company
2014
£(000)
2,438
(95)
–
Deferred tax asset
2,491
2,086
2,439
2,343
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 (2014: 3,309,200) Ordinary
– 5,165,698 (2014: 5,165,698) ‘A’ non-voting ordinary
2015
£(000)
450
900
2014
£(000)
450
900
1,350
1,350
2015
£(000)
331
516
847
2014
£(000)
331
516
847
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.
Note 21 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 £706k (2014: £711k). All, apart from £50k (2014: £70k) of defined benefit pension
protection fund levy fees 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 £331k (2014: £349k). There was £20k of prepaid charges
at the balance sheet date in respect of the defined benefit scheme (2014: outstanding charges of £31k). 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 (2014:
£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 6,062 at 30 September 2015 (2014: 6,623).
Assumptions
The following actuarial assumptions, updated to 30 September 2015 by the scheme actuary, have been used in preparing the
disclosures required under IAS 19:
Retail price index expected to rise by
Pensionable salaries will increase by
Deferred pensions and pensions in payment will increase by
Liabilities discounted at a rate of
Expected lifetime for a member retiring at the accounting date – for males
– for females
Future expected lifetime for a member retiring in 20 years’ time – for males
– for females
The sensitivities regarding the principal assumptions used are set out below:
2015
3.0%
n/a
3.0%
3.7%
23.0 yrs
24.4 yrs
25.0 yrs
25.8 yrs
2014
2.9%
n/a
2.9%
3.8%
23.4 yrs
24.5 yrs
26.2 yrs
26.5 yrs
Assumption
Liability Discount Rate
Rate of inflation (RPI)
Rate of mortality
Change in assumption
Increase/decrease by 0.1%
Increase/decrease by 0.1%
Increase/decrease by 0.1 year
Impact on plan liabilities
Decrease/increase by 2.0%
Increase/decrease by 0.8%
Increase/decrease by 0.3%
IAS 19 requires the value of annuities purchased in respect of pensioners and widow(er)s to be taken into current year calculations.
32
33
Notes to the accounts
Note 21 Retirement benefit obligation continued
The movement in the scheme assets, liabilities and the net deficit are as follows:
Total fair value of scheme assets
Present value of scheme liabilities
Scheme deficit
Related deferred tax asset
Net pension liability
Long-term
rate of return
expected at
30 Sept 2015
Fair value at
30 Sept 2015
£(000)
Long-term
rate of return
expected at
30 Sept 2014
Fair value at
30 Sept 2014
£(000)
Fair value at
30 Sept 2013
£(000)
3.7%
28,167
3.8%
27,495
25,341
(40,364)
(12,197)
2,439
(9,758)
(39,687)
(35,871)
(12,192)
(10,530)
2,438
(9,754)
2,211
(8,319)
The amounts charged to operating profit in relation to current service costs are £nil (2014 & 2013: £nil).
Amounts charged to other finance costs:
Expected return on pension scheme assets
Interest on pension scheme liabilities
Net benefit/(cost)
2015
£(000)
1,044
2014
£(000)
1,090
2013
£(000)
888
(1,508)
(1,542)
(1,362)
(464)
(452)
(474)
Deficit in scheme at 1 October
27,495
(39,687)
(12,192)
(10,530)
(11,856)
2015
Assets
£(000)
2015
Liabilities
£(000)
2015
Total
£(000)
2014
Total
£(000)
2013
Total
£(000)
Movement in the year – Current service cost
– Secured pensioners value movement
– Benefits paid
– Contributions
– Administration charge
– Other finance costs
– Actuarial gains/(losses)
–
(240)
(761)
1,404
(61)
1,044
(714)
–
240
761
–
–
(1,508)
(170)
–
–
–
–
–
–
–
–
–
1,404
1,404
1,404
(61)
(464)
(884)
(44)
(452)
(2,570)
(48)
(474)
444
Deficit in scheme at 30 September
28,167
(40,364)
(12,197)
(12,192)
(10,530)
Included in retained earnings is (£13,504k) (2014: (£12,620k)) being the cumulative actuarial gains or (losses) on the defined benefit
pension scheme.
Amounts recognised in the statement of comprehensive income (SOCI):
Note 22 Lease commitments
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 SOCI
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 SOCI
Percentage of the present value of scheme liabilities
2015
£(000)
(714)
(41)
(129)
(884)
2015
£(000)
(714)
2014
£(000)
542
(5)
(3,107)
(2,570)
2014
£(000)
542
(2.5%)
2.0%
(41)
0.1%
(884)
2.2%
(5)
0.01%
(2,570)
6.5%
(1.2%)
Total future minimum lease payments under non-cancellable operating leases for each of the following periods:
Within one year
Within two to five years
2015
Land and
buildings
£(000)
238
74
312
2015
Other
£(000)
78
90
168
The Group
2014
Land and
buildings
£(000)
146
34
180
2014
Other
2015
Other
The Company
2014
Other
£(000)
£(000)
£(000)
70
144
214
–
–
–
–
–
–
2013
£(000)
1,707
(138)
(1,125)
444
2013
£(000)
1,707
6.7%
(138)
0.4%
444
34
35
Notes to the accounts
Note 23 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
Subsidiary share repurchase
Loans and trade receivables due
2015
£(000)
830
255
89
2014
£(000)
832
255
103
3,725
1,955
102
181
94
–
2,755
3,326
Note 24 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. On 30 September 2015, Dewhurst plc entered into a A$2,650,000
Australian Dollar foreign exchange contract, in the amount of £1,225,249 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 30 October 2015.
Currency and interest rate exposure of financial assets and liabilities
The cash and cash equivalent amount of £14,958k (2014: £12,928k) is made up of cash of £8,958k (2014: £9,428k) and short-term
deposits of £6,000k (2014: £3,500k). 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% (2014: 1.35%). Of the cash, £10,458k
(2014: £9,080k) is denominated in Sterling with the balance of £4,500k (2014: £3,848k) 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 2014
Sterling
AUS Dollars
US Dollars
CAN Dollars
Other
Floating
rate
assets
£(000)
5,580
1,321
692
1,673
162
9,428
4,458
1,685
887
1,789
139
Fixed
rate
assets
£(000)
3,500
–
–
–
–
3,500
6,000
–
–
–
–
At 30 September 2015
8,958
6,000
Interest
free
assets
£(000)
4,115
1,455
2,170
1,149
163
9,052
2,873
1,519
2,217
1,111
103
7,823
The Group
Interest
free
liabilities
£(000)
Floating
rate
assets
£(000)
Fixed
rate
assets
£(000)
1,070
255
3,500
390
333
159
86
–
6
–
–
–
–
–
–
2,038
261
3,500
509
269
341
206
186
913
6,000
–
–
–
–
–
–
–
–
1,511
913
6,000
Interest
free
assets
£(000)
The Company
Interest
free
liabilities
£(000)
–
–
–
–
–
–
–
–
–
–
–
–
13
–
–
–
–
13
13
–
–
–
–
13
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 US Dollars with a balance of £280k (2014: £198k), trade
receivables denominated US Dollars with a balance of £1,464k (2014: £1,243k) and trade payables denominated in Euros with a
balance of £162k (2014: £80k).
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 (2014: no facility).
36
37
Company financial statements
The notes on pages 20 to 37 form part of these financial statements
Finance income
Company statement of changes in equity
For the year ended 30 September 2015
At 1 October 2013
Actuarial gains/(losses) on defined benefit pension scheme
Deferred tax effect
Share repurchase – nominal
Share repurchase – cost
Dividends paid
Profit for the year
At 30 September 2014
Actuarial gains/(losses) on defined benefit pension scheme
Deferred tax effect
Dividends paid
Profit for the year
At 30 September 2015
5
85
100
Share
premium
account
£(000)
157
Capital
redemption
reserve
£(000)
286
–
–
–
–
–
–
–
–
4
–
–
–
Share
capital
£(000)
851
–
–
(4)
–
–
–
847
157
290
–
–
–
–
–
–
–
–
–
–
–
–
847
157
290
Retained
earnings
£(000)
7,315
Total
equity
£(000)
8,609
(2,570)
(2,570)
514
–
(104)
(720)
1,459
5,894
(884)
177
(768)
3,697
8,116
514
–
(104)
(720)
1,459
7,188
(884)
177
(768)
3,697
9,410
Company balance sheet
At 30 September 2015
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
2015
£(000)
2014
£(000)
12
19
13
15
16
17
21
20
5,712
2,439
4,209
5,888
2,343
4,390
12,360
12,621
2,788
6,913
9,701
3,347
3,761
7,108
22,061
19,729
454
454
12,197
12,651
9,410
847
157
290
8,116
9,410
349
349
12,192
12,541
7,188
847
157
290
5,894
7,188
The financial statements were approved by the board of directors and authorised for issue on 7 December 2015 and were
signed on its behalf by:
Richard Dewhurst Chairman
Jared Sinclair Finance Director
Company Registration Number: 160314
38
39
Company financial statements
The notes on pages 20 to 37 form part of these financial statements
Report of the independent auditor
Company cash flow statement
For the year ended 30 September 2015
Cash flows from operating activities
Operating profit/(loss)
Depreciation and amortisation
Additional contributions to pension scheme
(Profit)/loss on disposal of property, plant and equipment
(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
Subsidiary share repurchase
Proceeds from closure of subsidiary undertakings
Proceeds from sale of property, plant and equipment
Purchase of property, plant and equipment
Interest received
Dividends received
Net cash generated from/(used in) investing activities
Cash flows from financing activities
Dividends paid
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
Notes
2015
£(000)
367
155
2014
£(000)
122
156
(1,343)
(1,360)
(357)
–
(1,178)
(1,082)
559
105
(514)
(6)
(520)
–
181
–
388
(10)
156
3,725
4,440
(768)
–
(768)
3,152
3,761
6,913
541
13
(528)
(4)
(532)
(112)
–
124
–
(22)
150
1,955
2,095
(720)
(104)
(824)
739
3,022
3,761
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
2015, which comprise the consolidated
statement of comprehensive income,
the consolidated and parent company
balance sheets, the consolidated and
parent company statement of changes
in equity, the consolidated and parent
company cash flow statements, 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 2015 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 parent company financial
statements have been prepared in
accordance with the requirements of
the Companies Act 2006;
the financial statements have been
prepared in accordance with the
requirements of the Companies Act
2006.
Opinion on other matters
prescribed by the Companies
Act 2006
In our opinion the information given
in the directors’ report and strategic
report for the financial year for which
the financial statements are prepared is
consistent with the financial statements.
Matters on which we are
required to report by exception
We have nothing to report in respect of
the following matters:
Under the ISAs (UK and Ireland), we
are required to report to you if, in our
opinion, information in the annual
report is:
materially inconsistent with the
information in the audited financial
statements; or
apparently materially incorrect based
on, or materially inconsistent with, our
knowledge of the Group acquired in
the course of performing our audit; or
is otherwise misleading.
Under the Companies Act 2006 we
are required to report to you if, in our
opinion:
adequate accounting records have not
been kept by the parent company, or
returns adequate for our audit have
not been received from branches not
visited by us; or
the parent company financial
statements are not in agreement with
the accounting records and returns; or
certain disclosures of directors’
remuneration specified by law are not
made; or
we have not received all the
information and explanations we
require for our audit.
Paul Fenner Senior Statutory Auditor
for and on behalf of
Moore Stephens LLP
Chartered Accountants and
Statutory Auditor
London
7 December 2015
40
41
Notice of meeting
Group companies
Notice is hereby given that the
ninety sixth 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 2 February 2016
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.
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 31 January
2016 (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 31 January 2016 (being 48 hours prior to the time
fixed for the meeting) shall be entitled to attend and
vote at the Annual General Meeting in respect of such
number of shares registered in their name at that time.
Changes to entries in the register of members after
that time shall be disregarded in determining the rights
of any person to attend or vote at the meeting.
5 A copy of the company’s current Articles of
Association will be available for inspection during usual
business hours on any weekday (Saturdays, Sundays
and Public Holidays excluded) at the registered
office of the company until the date of the Annual
General Meeting and at the place of the meeting for
15 minutes prior to and until the termination of the
meeting.
Ordinary resolutions
1 To receive and adopt the statement
of accounts for the year ended 30
September 2015 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 22
January 2016.
3 To re-elect as a director Mr J Sinclair,
who retires by rotation under the
Articles of Association.
4 To re-elect as a director Mr J Bailey,
who retires by rotation under the
Articles of Association.
5 To re-appoint Moore Stephens LLP
(previously 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 2017
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 2015
Dual Engraving Pty Ltd
Unit 5, 7 Neil Street
Osborne Park, WA 6017
Australia
Tel: 00 618 9443 3677
Fax: 00 618 9443 3688
garry@dualengraving.com.au
www.dualengraving.com.au
Garry Holden
General Manager
Dewhurst (Hong Kong) Ltd
Unit 19, 7/F, Block A
Hoi Luen Industrial Centre
55 Hoi Yuen Road
Hong Kong
Tel: 00 852 3523 1563
Fax: 00 852 3909 1434
efung@dewhurst.co.uk
www.dewhurst.co.uk
Eric Fung
General Manager
OTHER OVERSEAS
REPRESENTATION
The Group maintains overseas
representation in major countries
throughout the world
HEAD OFFICE
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@tmp.solutions
www.tmp.solutions
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
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
Brad Newell
General Manager
Lift Material Australia Pty Ltd
PO Box 7164
Alexandria, Sydney
NSW 2015
Australia
Tel: 00 612 9310 4288
Fax: 00 612 9698 4990
info@liftmaterial.com
www.liftmaterial.com
Tony Pegg
Managing Director
42
43
Advisers and company information
SECRETARY AND
REGISTERED OFFICE
Jared Sinclair
Dewhurst plc
Unit 9, Hampton Business Park
Hampton Road West
Feltham TW13 6DB
Registered No.160314
ADVISERS
Auditor
Moore Stephens LLP
Chartered Accountants and Statutory
Auditor
150 Aldersgate Street
London EC1A 4AB
Bankers
National Westminster Bank plc
275–277 High Street
Hounslow
Middlesex TW3 1EG
Registrars
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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
44
Design www.gilldavies.co.uk
www.dewhurst.co.uk