2016
Annual report and accounts
// We are a
global supplier
of quality
components to
the lift, transport
and keypad
industries//
Contents
01 Financial highlights
02 Chairman’s statement
02 Global reach
04 Strategic report
09 Principal risks and
uncertainties
10 Financial review
11 Group key performance
indicators
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
01
Financial highlights
Revenue
£ million
51.6
46.6
45.9
47.2
43.7
Operating
profit*
£ million
5.6
5.5
5.6
5.5
4.1
2012
2013
2014
2015
2016
2012
2013
2014
2015
2016
Earnings
per share ^
Pence
40.24
50.21
43.87
40.75
Dividend
per share
Pence
13.00†
10.00
11.00
12.02†
7.02
9.00
8.00
8.85
2012
2013
2014
2015
2016
2012
2013
2014
2015
2016
//We recovered
well from a poor
first quarter,
ending the year
with our second
highest ever
sales figures//
Group revenue
Operating profit*
Earnings per share^
Dividend per share
2016
£(000)
2015
£(000)
£47,159
£45,946
£5,502
40.75p
11.00p
£5,588
50.21p
13.00p
† Includes special dividend of 3p (2012: 5p) per share
* Operating profit before goodwill write down, amortisation of acquired intangibles and gain on property disposal
^ Restated. For more information see tax reporting changes detailed in the Financial Review
02/03
Chairman’s statement
Richard Dewhurst
Chairman
Results
I am pleased to present the Group’s full
year results to 30 September 2016.
Group sales for the year increased 2.6%
to £47.2 million (2015: £45.9 million),
primarily driven by currency movements
during the period. Operating profit before
amortisation of acquired intangibles and
gains on property disposal was £5.5
million (2015: £5.6 million); profit before
tax was £5.1 million (2015: £5.3 million)
down 4.4%. Whilst it is disappointing to
report profits slightly down on last year’s
record level, this was a good recovery
after a very weak first quarter, even
though the second half was assisted by
the favourable currency movements.
Lift businesses in the UK and Australia
in aggregate were both broadly flat,
but there was good growth in North
America. Transportation business grew
during the year, but Keypad sales were
down, although they recovered somewhat
from the first half. There were significant
currency swings during the year with
the pound stronger in the first half and
weaker in the second. However the overall
average for the year turned out to be
fairly close to last year for almost all our
operating currencies. In total the currency
movements resulted in a gain in reported
sales of £1.2 million and a positive
effect on profits of £0.4 million compared
to last year.
It has been a volatile year with peaks
and troughs in demand which have been
difficult to manage at times. We thank
our employees for all their efforts to
support our customers this year.
With the recovery in the second half, we
are planning to continue our progressive
improvement in the dividend in line with
our stated target, with another 1 pence
increase in the basic dividend proposed
for the year.
Operations and people
Tom Oliver has joined us this year as
General Manager at Elevator Research
Manufacturing (ERM). Tom has made
progress improving the team at ERM
and we look forward to that progress
continuing in the current year.
We have continued with our focus on
quality this year: improving the range
of metrics we use across the Group’s
operations to ensure there is a clear link
between the measures and the business’
strategic objectives and at the same
time aiming to improve consistency across
the Group.
Global reach
North America
Canada
Dupar Controls
USA
The Fixture Company
Elevator Research
Manufacturing Corp.
Product areas
Lift
UK, Europe and
Middle East
United Kingdom
Dewhurst
Thames Valley Control
Traffic Management Products
Hungary
Dewhurst (Hungary)
Product areas
Lift
Transport
Keypad
Australia and Asia
Hong Kong
Dewhurst (Hong Kong)
Australia
Australian Lift Components
Lift Material Australia
Dual Engraving
Product areas
Lift
Transport
//Six companies
in the Group
have achieved
Investors in
People
accreditation //
Outlook
The weaker pound is going to benefit
our reported figures and our UK
competitiveness as long as it continues.
Offsetting that, UK short term demand
has been variable and there are
indications of customer nervousness
and indecision that are likely to affect
medium term demand. Elsewhere, North
American demand experienced a lull at
the start of the year, but the outlook
remains positive and Australian demand
is also encouraging.
On balance, the new financial year has
started reasonably positively, so we are
optimistic that we should have a better
first quarter than last year. In these
uncertain times it is quite difficult to
predict likely outcomes beyond that.
The other key initiative this year was to
try to spread best practice in our
human resources management. We
have held the Investors in People (IiP)
accreditation at our main manufacturing
base in Feltham for more than ten years.
This year we have achieved that status
at all our UK companies and several of
those overseas.
After reasonable success this year
selling into the Middle East market
from the UK, we have taken the step
of opening an office in Dubai to better
serve our customers in the region. This
is intended to be operational from the
beginning of 2017.
Products
Following the launch of our Ethos Two
control system last year, we have
continued this year to develop and
expand the range of its capabilities.
Our passively safe chevron product has
been on trial this year in some of
the UK’s harshest environments and
passed all tests successfully. This should
lead to increasing specification for
the product. In addition, we have a
good pipeline of new highways products
that we expect to launch by the end
of December.
Dewhurst companies
and agents
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.
Operating highlights
The first quarter of the year proved
to be challenging, which resulted in a
temporary reduction in sales volumes
across the majority of the companies in
the Group. The feedback received from
many of our customers indicated this was
a short term issue and that the longer
term demand remained strong.
It transpired that this was essentially
correct and as we moved into 2016, we
saw a recovery in demand, particularly in
our overseas markets, which resulted in a
much stronger second half.
This year has seen the first full year that
our Group Quality Programme has been in
place. We are requiring more transparency
from our Group companies in matters of
quality and customer service. The areas
that we are currently monitoring with Key
Performance Indicators are:
On-time Delivery – The percentage of
orders that we ship to our customers
on or before the date we promised.
Our target for this is 95%. Currently
five of our ten Group companies are
achieving 95% or above, on-time
delivery.
Defective Parts per Million (PPM)
– PPM is the global standard for
quality measurement and we are now
recording this at all Group companies.
Standard Operating Procedures (SOP)
– We have undertaken to have SOPs
for all operational processes in our
Group companies by the end of 2017.
04/05
Strategic report
David Dewhurst
Group Managing Director
Bluewaters, Dubai
US96 pushbuttons have been
ordered for the buildings on
this man-made mixed use
development located off the
coast of Jumeirah Beach.
// Opening up
new markets
for our product
range//
Supplier Scorecards – We work
closely with our many suppliers. Each
company has a handful of really
key suppliers. We now monitor the
performance of those suppliers on
a quarterly basis and feedback their
performance to them.
Investment in People – We want to
ensure at each Group company that
our people are being motivated,
trained and developed. To this end
we have tasked all Group companies
to either achieve IiP status or the
equivalent in their country. To date six
Group companies have achieved IiP.
I would like to join the Chairman in
thanking all our employees in our Group
companies. This has been an unusual
year and they have all worked hard to
deliver our strategic goals, which have
helped ensure that we achieved this year’s
results.
//Specified for
major transport
infrastructure
projects in
London//
United Kingdom
Dewhurst UK Manufacturing
After a slow year last year, sales at
Dewhurst UK Manufacturing grew by
12%. This growth was spread evenly
between our home market and our
export markets.
We have continued to focus heavily on
expanding our overseas markets; to have
grown overseas sales by 12% this year,
following last year’s significant growth,
is very encouraging. We have taken the
decision to open an office in the
Middle East to support our activities in
that region and we are looking to
have that office operational from the start
of 2017.
There is currently an increase in the
number of infrastructure projects in the
UK. There has been growing investment
in the transport network in London
and we have been working closely with
Transport for London and Crossrail on
their ongoing projects.
Our UniBlade family of products has
grown during the year and we continue
to see an increasing number of projects
using these products. Significant
installations include the offices of Clifford
Chance in Canary Wharf, Scotia Plaza in
Employees by region
North America
93
UK, Europe & Middle East
210
Australia and Asia
61
Cayan Tower, Dubai
We have a range of standard
blade lanterns, but customers
of landmark buildings often
want something a little
different, such as this design
for the Cayan Tower.
Toronto and the new Bloomberg offices
in Kings Cross.
and this has proven a big benefit to both
parties.
Activity in the Rail Industry has also
increased and we have won an important
order for our US97 Rail pushbutton,
which has been fitted into the
refurbished Virgin East Coast Mainline
trains. We have also added to our
range of Trackside Signal Boxes and we
expect to see growing demand for these
products through 2017.
Our Engineering Team has had a busy
year, predominantly adding to our range
of existing products. We have developed
a new version of our US95 pushbutton
to meet the specific requirements of the
Singapore market. A new pushbutton
has also been developed for California,
where there was a need for a vandal
resistant ‘metal on metal’ button that
meets the Californian Elevator Code.
On top of this we have introduced
new variants of UniBlade IDs and Blade
Lanterns.
The team has also focused closely on
ensuring that the installation of our
fixtures is quick and simple. To achieve
this we have partnered with one of our
major customers to pre-wire our fixture
according to their specific requirements
Investment in our plant has continued
and we purchased a new Amada folding
machine during the year. We expect to
add further new moulding machines
during 2017.
Thames Valley Controls (TVC)
The market continued to be challenging
for TVC through 2016 and they continue
to see a decline in sales, although the
rate of decline was reduced. Order Input
at the company was reasonably strong;
however in both their Monitoring and
Controller markets they suffered from
customers delaying projects.
2016 saw our new Controller product,
Ethos Two come on line with a good
number of customers changing over
to this new state of the art Controller
product. The heart of the product is a
simple, intuitive colour touch screen
that provides clear indication of the lift’s
current status and functions. Ethos Two
also analyses the ride performance of the
lift in real-time which helps the engineer
identify any issue before the passenger
does. The product is designed to comply
with the requirements of the latest
Europe codes for lifts, EN81-20.
Ethos Two
The large full-colour touchscreen
provides simple intuitive
diagnostics, commissioning and
configuration to make control
quicker and easier.
06/07
Strategic report
Group sales by region
North America
28%
UK, Europe & Middle East
47%
Australia and Asia
25%
//Introducing
touchscreen
technology to
improve ease
of use //
//Our CCTV
and autodiallers
provide more
reassurance for
lift passengers//
Demand for our newer Monitoring
products has been encouraging. Sales
of our CCTV products have grown
substantially as have sales of Autodialler
products. Both of these products provide
added security and reassurance to
passengers in lifts.
Traffic Management Products
(TMP)
During the year we experienced
significant sales growth at TMP, with an
improvement of over 20% compared to
last year.
Over the last eighteen months the team
at TMP have carried out an extensive
reorganisation programme and in
2016 we started to see the benefits of
that activity.
On the sales front we added a new
Territory Manager to the team to cover
Scotland and this has proven to be a
really positive move. TMP have been
very active on the Research and
Development side over the last 12
months, focussing on a new range of
street furniture. We are launching a
series of architectural street bollards for
use on pavements as well as a range of
wooden bollards for use on paths and
in parkland settings.
Europe
Dewhurst Hungary
Sales at Dewhurst Hungary were down by
around 7% on the previous year. There
was a reduction in demand for both
our keypad products and also the ATM
facia units. The reduction in sales was
primarily in the first quarter of the year
and since that time demand has remained
reasonably consistent.
We have continued our investment at
Dewhurst Hungary with the purchase of a
new Trumpf laser marking machine. This
will help improve the appearance and
durability of our laser marked keys.
The quality of the products we produce
at Dewhurst Hungary is critical and the
team there have continued to make
improvements in our quality as measured
in Defective Parts per Million. We have
once again managed to fall well inside
the PPM figure that our key customer has
set us.
North America
Dupar Controls
The economy in North America continues
to be buoyant; following on from a 15%
increase in sales the previous year, Dupar
continued to grow, increasing sales by
just under 10% this year. It was another
very strong performance from the team
at Dupar.
A major investment in new computer
software to help in our front end
processes is just beginning to come on
stream now. Early indications are that
it will be a great benefit. Not only does
it allow us to process drawings more
quickly but it systematises the way that
we produce our drawings. This in turn
will reduce potential mis-communication
and therefore improve our quality to our
customers.
After a slow start, interest in our new
US1 Touch car operating panel (COP)
has taken off in the second half of the
year. Our first installations have gone
in smoothly and forward orders for the
product are now quite healthy. This has
given us the confidence to add two new
sizes of Touch COP to the product range.
Touchscreens
Our Touch COP allows
customers to create their
own style of pushbutton and
to select a background that
complements the building
design.
08/09
Strategic report
The increased sales have been quite
challenging for our production team, but
the purchase of the fibre laser cutter has
proven very beneficial. The additional
capacity that it has provided through its
faster cutting speeds has been important
to enable us to cope with the uplift. We
have reorganised the layout of the plant,
which has both created a streamlined path
through the plant for the product as well
as freeing up space to allow for additional
assembly benches.
Elevator Research &
Manufacturing (ERM)
Early in the year we were successful in our
search for a new General Manager for
ERM and we welcome Tom Oliver to the
company.
Sales grew by 10% over the year to a new
record level for the company. Sales of lift
fixtures were slow but sales of our cab and
door products were extremely buoyant.
There are still significant challenges to
overcome at ERM in order to provide
consistent levels of customer service,
but we are confident that we have the
beginnings of a team who can achieve
those goals.
Australia & Asia
Australian Lift Components
(ALC)
After some excellent growth last year,
sales at ALC fell marginally, primarily due
to the increased competition that we are
seeing in the market.
The team at ALC continued their excellent
work on their Continuous Improvement
Project, which has allowed them to reduce
lead times and by the year end, has driven
their on-time delivery figure above the
95% target.
Lift Material
The steady growth in sales continued at
Lift Material with another record year. The
increase in sales was just under 5%, with
the Escalator Product Group showing the
greatest growth.
We still see that there is enormous
potential for growth in the supply of
escalator parts. In order to capitalise
on this and focus our resources to
greater effect we have decided to create
two specialist divisions in Lift Material.
One will focus on Lift Components
and the other on Escalator Components
and supply and installation of
handrails.
Dual Engraving
Sales fell back from last year’s peak
by around 10%, but this was to be
expected. The economy in Perth has
slowed following the reduction in new
mining infrastructure projects in Western
Australia. We were aware at the time of
our acquisition of Dual Engraving that the
fortunes of the company would mirror the
local economy. Despite this, Dual recorded
profits broadly in line with budget
expectations.
Early in the year Dual moved to new
premises in Perth. The previous premises
were relatively old, the factory space
was spread across two buildings and the
offices were very basic. We have now
moved to larger, more modern premises,
which have allowed us to lay out the
factory floor in a logical way, with a much
improved flow for production.
Dewhurst Hong Kong
Building on last year’s excellent
performance Dewhurst Hong Kong grew
sales by 6% to a new record level and also
achieved record profits.
The growth was supported by work we
did in our other Asian markets to increase
sales outside Hong Kong.
//Good
opportunities
from broadening
the transport
product range//
Metro interchange
stations, Dubai
US90 Jumbo pushbuttons are
installed in the lifts on the
Dubai metro, for ease of use
by wheelchair users.
Principal risks and uncertainties
Risk
Impact
Mitigation
Operational
Business Control. The geographically diverse nature
of our business means that many subsidiary companies
are remote from our senior management.
Reduction in control and
increased risk on individual
subsidiary's performance.
Loss of a key customer. Because the Group tends to
operate in niche markets there are limited numbers
of major customers in some of these markets.
Reduced sales and reduced
profits.
We aim to strike a balance between autonomy and
responsibility of the local management. Senior
management generally visit all subsidiaries regularly to
maintain senior contact directly with the business. We
operate the same IT system across the business so that
information flow is controlled and managed centrally.
We aim to provide key customers with excellent products
and service at a competitive price. We closely monitor
our performance with these customers to ensure we are
meeting the objectives.
Problems at a key supplier.
Technological change reducing demand for the Group's
products. Our products are primarily human machine
interfaces. These are subject to significant technological
change at present. New ways of interacting with
machines are constantly being developed.
Financial
The Group operates a defined benefit pension scheme
in the UK. This is subject to risks in relation to liabilities
caused by changes in life expectancy and inflation.
It is also subject to risks regarding the value of and
return on investments.
Being an international Group, foreign currency is our
most significant treasury risk.
Inability to maintain required
service levels.
Where necessary we dual source and/or hold strategic
stocks of particularly time critical key components.
Reduced sales and reduced
profits.
We monitor our markets for innovations and endeavour
to ensure we retain a competitive offering for our
customers, supported by an active product development
programme.
Potential impact on the balance
sheet and on cash flow.
The UK defined benefit schemes were closed to future
accrual on 30 September 2010. Our investment strategy
is designed to diversify risk and reduce volatility.
Changes in foreign currencies
can have a significant impact
on profit performance.
Our wide international spread reduces risk to individual
markets but inevitably increases exchange rate risks. We
aim to minimise holdings of non-functional currencies at
companies around the Group, unless there are specific
reasons. The Group does not hedge operating profits nor
use any complex derivatives.
Evo Chev
A robust, cost effective
chevron system,
designed to be passively
safe and straightforward
to install.
10/11
Financial review
Jared Sinclair
Finance Director
Trading results
As reported through trading updates
to the London Stock Exchange on
30 August and 14 November 2016
Dewhurst continued its recovery in the
third and fourth quarters to end the year
on a much more positive note. With the
pound weakening following Brexit, the
Group also benefitted from a foreign
exchange gain resulting from the fact
that roughly two thirds of sales and
profits before tax are earned and held in
foreign currencies.
Overall revenue increased by 2.6%
from £45.9 million to £47.2 million and
adjusted operating profit (before gain
on disposal of property and acquired
intangible amortisation) decreased
marginally by 1.5% from £5.6 million to
£5.5 million.
Solid cash position
Cash flow was once again good with
£2.8 million of cash being generated
from operations (2015: £3.6 million). The
decrease from 2015 was predominantly
down to an increase in trade receivables
following a strong last quarter of sales
as well as large payments of overseas tax
relating to the current and previous year.
The Group ended the year with cash and
short-term deposits at £16.7 million, up
£1.7 million from £15.0 million in 2015.
The Group started and finished the year
with no borrowing or bank overdraft
facility.
Pension scheme deficit
Despite the defined benefit pension
scheme being closed to future accrual in
2010 and the Company paying in
£1.4 million annually, one actuarial
assumption change alone this year
increased the liabilities by £9.1million.
This actuarial change outweighed the
extra £4.0 million gained above the
expected return on the pension scheme
assets to increase the scheme deficit from
£12.2 million to £16.4 million.
This one actuarial assumption change
is the liability discount rate dropping
from 3.7% to 2.5% and is derived
from the 20 year AA rated corporate
bonds as at 30 September 2016 which
unfortunately reported a reduced yield
and is beyond our control. It should be
noted that the actual beneficiary cash
payments due from the scheme have not
changed by a single pound as a result of
this assumption change. It is purely the
assessment of the current value of those
payments that has increased.
Shareholders’ return
700p
600p
500p
400p
300p
200p
// Average
annual
shareholder
return of
17.4% over five
years//
Sept
2011
Sept
2012
Sept
2013
Sept
2014
Sept
2015
Sept
2016
Ordinary share price ‘A’ ordinary share price
A more detailed analysis of the
retirement benefit fund assets and
liabilities movements is reported in note
21 and all recommendations made by the
scheme’s actuary to eliminate the scheme
deficit within an agreed timeframe have
been fully implemented.
Current taxation reporting
change
Following a more in depth review of the
accounting disclosure of current taxation
as per IAS 12 the Group has restated the
comparative taxation line in the income
statement by reclassifying and disclosing
£151,000 of tax saving from the 2015
current tax charge line into the other
comprehensive income section of the
comprehensive income statement. This
restatement relates solely to the disclosure
location of the tax saving resulting from
a proportion of the £1.4 million payment
into the closed defined benefit pension
scheme. It does also change the tax note
but does not affect or amend the total
comprehensive income amount reported
for 2015 of £2.7 million.
Amortisation of acquired
intangibles
The amortisation relates to Dual
Engraving’s acquired customer list and
key relationships which have been
written off over three years. These were
fully written off in February 2016.
Subsidiary share repurchase
Following on from last year, Dual
Engraving exercised a second share
repurchase of A$0.6 million in November
2015. Since Dual Engraving is 70%
owned by Dewhurst plc, this transaction
is reported both within the consolidated
and company cash flow statements as
well as within related party transactions –
see note 23.
Capital management and
treasury policy
The Group defines capital as total
equity plus net debt. The objective is to
maintain a strong and efficient capital
base to support the Group’s strategic
objectives, provide optimal returns for
shareholders and safeguard the Group’s
assets and status as a going concern.
The Group is not subject to externally
imposed capital requirements and the
Group’s philosophy is to have minimal or
no borrowing were possible.
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.
The Group continues to hedge foreign
currencies 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 and earnings
Dividends are accounted for when
paid or approved by shareholders, and
not when proposed, therefore the
proposed final dividend for 2016 has
not been accrued at the balance sheet
date. The total dividend for 2016 of
11.00p per share is 10% up on 2015
(before allowing for last year’s 3p special
dividend resulting from a property sale)
and is covered 3.8 times by earnings.
Total equity improved from £24.3 million
to £24.6 million. EPS dropped primarily
as a result of changes in taxation.
There was no change in the number of
allotted shares during the year.
5 December 2016
Group key performance indicators
Revenue
Adjusted operating profit*
Operating profit
Profit before taxation
2012
£’000
2013
£’000
2014
£’000
2015
£’000
2016
£’000
51,555
43,698
46,616
45,946
47,159
5,605
5,660
5,314
4,084
2,594
2,219
5,475
5,179
4,812
5,588
5,675
5,318
5,502
5,410
5,085
As a percentage of total equity
24.6%
10.1%
21.4%
21.8%
20.7%
Taxation^
Profit after taxation^
Total equity
Earnings per share, basic and diluted^
Dividends per share
Defective parts per million
On-time delivery (%)
1,922
3,392
1,514
705
1,066
3,746
1,002
4,316
1,577
3,508
21,564
21,870
22,448
24,338
24,580
40.24p
12.02p
n/a
n/a
8.85p
8.00p
n/a
n/a
43.87p
50.21p
40.75p
9.00p
13.00p
11.00p
n/a
n/a
n/a
n/a
3,241
90%
* Operating profit before goodwill write down, amortisation of acquired intangibles and gain on property disposal
^ Restated. For more information see tax reporting changes detailed in the Financial Review n/a – not available
12/13
Board of directors
John Bailey
Non-executive Director 46
Joined in 2008.
Previously with Brett Landscaping &
Building Products, Commercial Director.
Peter Tett
MA, MSc
Non-executive Director 77
Joined in 2000.
Previously with Halma plc, Director.
Richard Dewhurst
BA (Eng Sc), ACMA
Chairman 60
Joined in 1985.
Previously with Ford Motor Co,
Ernst & Whinney, Senior Management
Consultant.
David Dewhurst
BSc (Elec Eng)
Group Managing Director 55
Joined in 1987.
Previously with Holmes & Marchant plc.
Jared Sinclair
BSc, ACA
Finance Director 46
Joined in 1997.
Previously with Moores Rowland,
Chartered Accountants, Audit Senior.
Richard Young
MBA, BSc, CEng, FIET
Managing Director
Thames Valley Controls 60
Joined in 1996.
Previously with MBM Technology Ltd,
Director and General Manager.
From left to right:
Jared Sinclair
Peter Tett
David Dewhurst
John Bailey
Richard Dewhurst
Richard Young
Report of the directors
The directors present their annual report
on the affairs of the Group together with
the financial statements and auditor’s
report for the year ended 30 September
2016.
Results and dividends
The trading profit for the year, after
taxation, amounted to £3.5 million
(2015^: £4.3 million).
A final dividend on the Ordinary and
‘A’ non-voting ordinary shares of 8.00p
per share (2015: 7.00p plus a 3p special
dividend) for the financial year ended
30 September 2016 will be proposed at
the Annual General Meeting (AGM) to
be held on 7 February 2017. If approved,
this dividend will be paid on 15 February
2017 to members on the register at
20 January 2017.
An interim dividend of 3.00p per share
(2015: 3.00p) was paid on 23 August
2016.
A final dividend on the Ordinary and
‘A’ non-voting ordinary shares of 10.00p
per share (2014: 6.20p) which amounted
to £847k (2014: £525k) for the financial
year ended 30 September 2015
was approved at the AGM held on
2 February 2016 and was paid on
17 February 2016 to members on the
register at 22 January 2016.
maintained liability insurance for all
directors.
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:
Mr R M Dewhurst (Chairman)
Mr D Dewhurst (Group Managing
Director)
Mr J C Sinclair
Mr R Young
Mr J Bailey (Non-executive)
Mr P Tett (Non-executive)
The directors retiring by rotation at this
year’s Annual General Meeting are
Mr R Young and Mr P Tett who, being
eligible, offer themselves for re-election.
The unexpired period of Mr R Young and
Mr P Tett’s service agreement is less than
one year.
Substantial shareholdings
At 21 November 2016, the Company
had been advised of the following
beneficial interests in excess of 3% of
the ordinary voting share capital (other
than the holdings shown under directors’
share interests).
Mrs V E Dewhurst
Fidelity NorthStar Fund
Mrs B Bruce
Ms E Dewhurst
Mr J H Ridley
651,000
250,000
190,208
175,333
137,000
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
TD Direct Investing
Nominees Ltd
W B Nominees Ltd
HSDL Nominees Ltd
PFS Discretionary Unit Fund
Vidacos Nominees Ltd
518,000
393,011
387,000
332,000
330,000
251,500
167,416
158,100
During the year and at the date of
approval of the accounts, the Group
Ms E Dewhurst
Mr J H Ridley
^ Restated. For more information see tax reporting changes detailed in the Financial Review.
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 2016 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 2015.
30 September 2016 30 September 2015
‘A’ ordinary
shares
‘A’ ordinary
shares
Ordinary
shares
Ordinary
shares
Mr R M Dewhurst
Mr D Dewhurst
Mr J C Sinclair
Mr R Young
Mr J Bailey
Mr P Tett
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
–
–
–
–
At 30 September 2016 and 30 September 2015 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.
14/15
Report of the directors
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.
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.
Financial risks
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. These risks are further reported
in the principal risks and uncertainties
within the strategic report, the financial
review and in note 24.
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.
Directors’ remuneration
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
2016
Total
2015
Total
£(000)
£(000)
£(000)
132
117
97
92
22
19
87
73
23
27
–
–
4
3
–
–
–
–
–
–
10
11
–
–
223
193
130
130
22
19
228
196
134
154
35
19
present information, including
accounting policies, in a manner that
provides relevant, reliable comparable
and understandable information; and
provide additional disclosures
when compliance with the specific
requirements in IFRS is insufficient to
enable users to understand the impact
of particular transactions, other events
and conditions on the entity’s financial
position and financial performance.
Financial statements are published on
the Group’s website in accordance
with legislation in the United Kingdom
governing the preparation and
dissemination of financial statements,
which may vary from legislation in
other jurisdictions. The maintenance
and integrity of the Group’s website is
the responsibility of the directors. The
directors’ responsibility also extends to
the ongoing integrity of the financial
statements contained therein.
By order of the board
Jared Sinclair
Secretary
5 December 2016
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
adequate accounting records which
disclose with reasonable accuracy at
any time the financial position of the
Company and enable them to ensure
that the financial statements comply
with the Companies Act 2006. They are
also responsible for safeguarding the
assets of the Company and the Group
and for taking reasonable steps for the
prevention and detection of fraud and
other irregularities.
The directors are responsible for
preparing the annual report, the strategic
report, the directors’ report and the
financial statements in accordance with
the Companies Act 2006. The directors
have prepared the financial statements
for the Group and the Company in
accordance with International Financial
Reporting Standards (IFRS) as adopted by
the European Union.
International Accounting Standard 1
requires that financial statements present
fairly for each financial year the Group’s
financial position, financial performance
and cash flows. This requires the
faithful representation of the effects of
transactions, other events and conditions
in accordance with the definitions and
recognition criteria for assets, liabilities,
income and expenses set out in the
International Accounting Standards
Board’s ‘Conceptual Framework for
Financial Reporting’. 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
16/17
Consolidated financial statements
The notes on pages 20 to 37 form part of these financial statements
Consolidated statement of comprehensive income
For the year ended 30 September 2016
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:
Notes
2016
£(000)
2015
£(000)
2
3
11
5
6
7
8
47,159
45,946
(41,749)
(40,271)
5,502
–
(92)
5,410
126
(451)
5,085
(1,577)
5,588
357
(270)
5,675
107
(464)
5,318
(1,002)
3,508
4,316
Actuarial gains/(losses) on the defined benefit pension scheme
21
(5,071)
Current tax effect^
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
–
862
(4,209)
2,621
(446)
2,175
(2,034)
(884)
151
177
(556)
(1,282)
257
(1,025)
(1,581)
Total comprehensive income for the year
1,474
2,735
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
3,453
55
3,508
1,289
185
1,474
4,255
61
4,316
2,759
(24)
2,735
Basic and diluted earnings per share
9
40.75p
50.21p
* Operating profit before gain on disposal of property and amortisation of acquired intangibles
^ 2015 restated. For more information see tax reporting changes detailed in the Financial Review
Consolidated balance sheet
At 30 September 2016
Non-current assets
Goodwill
Other intangibles
Property, plant and equipment
Deferred tax asset
Current assets
Inventories
Trade and other receivables
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
2016
£(000)
2015
£(000)
10
11
12
19
14
15
16
17
18
21
20
3,444
91
9,240
2,423
2,695
171
8,581
2,491
15,198
13,938
4,863
10,301
16,674
31,838
47,036
5,365
164
554
6,083
4,751
8,056
14,958
27,765
41,703
4,502
348
318
5,168
16,373
22,456
12,197
17,365
24,580
24,338
847
157
290
2,034
20,663
23,991
589
847
157
290
(11)
22,521
23,804
534
24,580
24,338
The financial statements were approved by the board of directors and authorised for issue on 5 December 2016 and were signed
on its behalf by:
Richard Dewhurst Chairman
Jared Sinclair Finance Director
Company Registration Number: 160314
18/19
Consolidated financial statements
The notes on pages 20 to 37 form part of these financial statements
Consolidated statement of changes in equity
For the year ended 30 September 2016
At 1 October 2014
Share repurchase
Exchange differences on
translation of foreign operations
Actuarial gains/(losses) on defined
benefit pension scheme
Current tax effect
Deferred tax effect
Dividends paid
Profit for the year
At 30 September 2015
Share repurchase
Exchange differences on
translation of foreign operations
Actuarial gains/(losses) on defined
benefit pension scheme
Deferred tax effect
Dividends paid
Profit for the year
Share
capital
£(000)
847
Share
premium
account
£(000)
Capital
redemption
reserve
£(000)
157
290
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Translation
reserve
Retained
earnings
£(000)
£(000)
929
–
(1,197)
19,590
–
–
Non
controlling
interest
£(000)
Total
equity
£(000)
635
(77)
22,448
(77)
(85)
(1,282)
–
–
257
–
–
(884)
151
177
(768)
4,255
847
157
290
(11)
22,521
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2,491
–
–
–
(5,071)
(446)
–
–
862
(1,102)
3,453
–
–
–
–
61
534
(86)
(884)
151
434
(768)
4,316
24,338
(86)
130
2,621
–
–
(44)
55
(5,071)
416
(1,146)
3,508
At 30 September 2016
847
157
290
2,034
20,663
589
24,580
Consolidated cash flow statement
For the year ended 30 September 2016
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
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
Net cash used in financing activities
Notes
2016
£(000)
2015
£(000)
5,410
907
(1,346)
383
(10)
5,344
(112)
(2,245)
863
236
4,086
(1,302)
2,784
(86)
18
(901)
(62)
126
(905)
(1,145)
(1,145)
5,675
991
(1,343)
(251)
(423)
4,649
(250)
1,143
(896)
(641)
4,005
(428)
3,577
(77)
458
(893)
(61)
107
(466)
(768)
(768)
Net increase/(decrease) in cash and cash equivalents
734
2,343
Cash and cash equivalents at beginning of year
Exchange adjustments on cash and cash equivalents
Cash and cash equivalents at end of year
16
14,958
12,928
982
(313)
16
16,674
14,958
20/21
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) as 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. All IFRS issued but
not yet effective have not been applied and
whilst the directors have yet to assess their
full impact, initial indications are that they
should not materially affect the Group.
The financial statements have been prepared
under the historical cost convention and are
presented in Sterling to the nearest thousand
(£’000).
Key judgements and estimates
The Group makes judgements and
assumptions concerning the future that
impact the application of policies and
reported amounts. The resulting accounting
estimates calculated using these judgements
and assumptions will, by definition, seldom
equal the related actual results but are based
on historical experience and expectation
of future events. The key judgements and
sources of estimation uncertainty that have a
significant effect on the amounts recognised
in the financial statements are discussed
below.
Goodwill impairment
The directors review each cash generating
unit (CGU) and calculate whether its
goodwill has suffered any impairment
loss, based upon the fair value calculation.
The directors judged the 2016 fair value
calculation to be the 2016 EBITDA multiplied
by an externally derived private company
price index (PCPI). This calculation is
disclosed further in note 10.
Provisions
Provisions have been made for obsolete
inventory, doubtful trade receivables and
product warranties. These provisions are
estimates and the actual costs and timing
of the future cash flows are dependent
on future events. Any difference between
expectations and the actual future liability
will be accounted for in the period when
such determination is made. Details of
provisions are set out in notes 14, 15
and 18.
Income taxes
The Group recognises expected liabilities
for tax based upon an estimation of the
likely taxes due, which requires significant
judgement as to the ultimate tax
determination of certain items. The directors
determined an element of the closed defined
benefit pension scheme payment could give
rise to a potential current tax saving which
under IAS 12 is reportable in the other
comprehensive income (OCI) section of the
income statement. The directors judged the
best way to calculate this is to perform two
tax computations, with and without the OCI
element, thus determining the tax difference
to be the OCI tax saving. Details of the tax
charge and deferred tax are set out in notes
7 and 19 respectively.
Retirement benefit obligation
Determining the value of the future defined
benefit obligation requires judgement
in respect of the assumptions used to
calculate present values. These include
inflation, salary increases, liability discount
rate, and future mortality. Management
makes these judgements in consultation
with an independent actuary. Details of
the judgements made in calculating these
transactions are disclosed in note 21, along
with sensitivities. The retirement benefit
obligation is most sensitive to changes in the
liability discount rate.
Consolidation
The consolidated financial statements
incorporate the results of Dewhurst plc
and all of its subsidiary undertakings made
up to 30 September 2016, 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 in accordance
with the contracted terms of sale. Normally
the order and price quoted excludes delivery,
so revenue is recognised upon dispatch when
the risk in the goods passes to the customer;
otherwise revenue is recognised upon
delivery. Revenue may also be recognised
prior to dispatch if the goods are complete
but the customer is unable to take delivery
but accepts transfer of risk.
Customer loyalty rebates
The cost of customer loyalty rebates is
recognised within sales, 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.
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.
Other intangible assets
Product research and
development costs
Research expenditure is written off in
the financial year in which it is incurred.
Development expenditure is written off in
the financial year in which it is incurred,
unless it satisfies the criteria of IAS 38 for
recognition as an intangible asset. Such
expenditure is capitalised in the consolidated
balance sheet at cost and is amortised
through the consolidated income statement
on a straight-line basis over its estimated
economic lives of three years.
Acquired intangible assets
An intangible resource acquired with a
subsidiary undertaking is recognised as an
intangible asset if it is separable from the
acquired business or arises from contractual
or legal rights, is expected to generate future
economic benefits and its fair value can
be measured reliably. Acquired intangible
assets, comprising trademarks and customer
relationships, are amortised through the
consolidated income statement on a straight-
line basis over their estimated economic lives
of between three and ten years.
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.
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 30% where
there is more than one year’s usage held and
for all inventories where there is no usage in
the year.
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. Current tax is charged
or credited to the income statement, except
when it relates to items charged to other
comprehensive income (OCI), in which case
the current tax is also dealt with in the OCI.
As such the current tax savings arising from
the OCI element of the closed defined benefit
pension scheme deficit contributions are also
recognised in the OCI as required by IAS 12.
Deferred tax is the tax expected to be
payable or recoverable on differences
between the carrying amounts of assets
and liabilities in the financial statements
and the corresponding tax bases used in
the computation of taxable profit and is
accounted for using the balance sheet liability
method. Deferred tax liabilities are generally
recognised for all material taxable temporary
differences and deferred tax assets are only
recognised to the extent that taxable profits
will be available against which deductible
temporary differences can be utilised. A
deferred tax asset has been recognised in
relation to the pension scheme deficit.
Deferred tax is calculated at the tax rates that
are expected to apply in the period when
the liability is settled or the asset is realised,
based upon tax rates and laws that have
been enacted or substantively enacted by the
balance sheet date. Deferred tax is charged
or credited in the income statement, except
when it relates to items charged or credited
directly to equity, in which case the deferred
tax is also dealt with in equity.
Foreign currencies
Foreign currency transactions of individual
companies are translated at the rates
ruling when they occurred. Foreign
currency monetary assets and liabilities are
retranslated at the rates ruling at the balance
sheet date. Any differences are taken to the
income statement.
The results of overseas operations are
translated at the average rates of exchange
during the year and their balance sheets
translated into Sterling at the rates of
exchange ruling at the balance sheet date.
Exchange differences which arise from
translation of the opening net assets and
results of foreign subsidiary undertakings
and from translating the income statement
at an average rate are taken to other
comprehensive income. 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 other
comprehensive income or to the income
statement as appropriate.
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 comprehensive
income. Interest on the pension scheme’s
liabilities and the expected return on the
scheme’s assets are recognised within finance
costs in the income statement.
Dividends
Dividend distribution to the Company’s
shareholders is recognised in the Group’s
financial statements in the year in which
dividends are approved by shareholders or
paid, which ever is earlier.
Financial instruments
The Group does not hold or issue derivative
financial instruments for speculative
purposes.
Trade receivables and payables
Trade receivables do not carry any interest
and trade payables are not interest bearing.
Receipts and payments occur over a short
period and are subject to an insignificant
risk of changes in value. The Group provides
for all trade receivables that are more than
ninety days overdue therefore the directors
consider the carrying amounts are stated at
their fair value after deduction of appropriate
allowances for estimated irrecoverable
amounts.
Financial liabilities
Financial liabilities incurred by the Group are
classified according to the substance of the
contractual arrangements entered into and
measured at their amortised cost.
Cash and cash equivalents
Cash and cash equivalents comprise cash on
hand and short-term deposits that are readily
convertible to a known amount of cash and
are subject to an insignificant risk of changes
in value. The short-term deposits have
maturities of six months or less.
Provisions
Provisions are recognised for liabilities of
uncertain timing or amount when there is
a present legal or constructive obligation
that has arisen as a result of past events,
for which it is probable that an outflow of
economic benefit will be required to settle
the obligation and where the amount of
the obligation can be reliably estimated (see
notes 15 and 18).
22/23
Notes to the accounts
Note 2 Segment reporting
The Group board assess the performance of all segments on the basis of location and 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)
2016
£(000)
13,965
8,464
14,736
12,666
422
50,253
(3,094)
Revenue
2015
£(000)
13,603
8,527
13,654
12,915
248
48,947
(3,001)
Operating profit
2015
£(000)
2016
£(000)
722
1,571
1,281
1,816
20
5,410
1,753
1,232
1,103
1,562
25
5,675
(325)
(357)
Consolidated revenue/profit before tax for the year
47,159
45,946
5,085
5,318
United Kingdom
Europe
The Americas
Asia & Australia
Other
2016
£(000)
17,865
7,340
11,516
9,088
1,227
Assets
2015
£(000)
15,407
5,860
10,913
8,980
543
2016
£(000)
9,460
3,386
5,052
3,583
975
Liabilities
2015
£(000)
7,461
2,258
4,366
2,772
508
Consolidated assets/liabilities for the year
47,036
41,703
22,456
17,365
Capital additions Depreciation and amortisation
2015
£(000)
2016
£(000)
2015
£(000)
2016
£(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
336
112
168
318
29
963
200
85
476
186
7
954
258
95
203
334
17
907
2016
£(000)
37,825
3,101
9,327
50,253
(3,094)
246
77
174
483
11
991
Revenue
2015
£(000)
36,452
2,501
9,994
48,947
(3,001)
47,159
45,946
Lift
Transport
Keypad
Total Group
2016
£(000)
38,894
2,178
5,964
Assets
2015
£(000)
34,417
1,855
5,431
47,036
41,703
Capital additions
2015
£(000)
2016
£(000)
805
73
85
963
799
68
87
954
The Group has one major customer who accounts for £9.2 million (2015: £9.6 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
2016
£(000)
47
21,633
14,877
751
156
(289)
4,574
2015
£(000)
116
20,721
14,245
668
323
(18)
4,216
41,749
40,271
Other operating charges include lease rentals on premises £461k (2015: £376k) and lease rentals on motor vehicles £85k (2015: £81k),
gain on sale of property, plant and equipment £10k (2015: gain of £423k) and auditor’s remuneration detailed below. Expenditure on
research and development was £779k (2015: £876k).
Auditor’s remuneration:
Amounts paid to Moore Stephens LLP and associates
Statutory audit services
Pension audit services
Taxation compliance services
Other taxation advisory services
2016
£(000)
60
7
11
28
106
The Group
2015
£(000)
2016
£(000)
The Company
2015
£(000)
58
5
10
102
175
23
2
1
28
54
22
1
1
102
126
24/25
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
2016
£(000)
The Group
2015
£(000)
2016
£(000)
The Company
2015
£(000)
13,225
12,655
929
723
884
706
14,877
14,245
550
68
73
691
580
74
75
729
2016
No.
163
201
364
The Group
2015
No.
2016
No.
The Company
2015
No.
168
204
372
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:
Executive directors
Non-executive directors
2016
£(000)
676
41
717
2015
£(000)
712
54
766
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 remuneration of the directors is reported on page 14 of the directors report and the remuneration of the highest paid director
during the year was £223k (2015: £228k). The highest paid director, under the defined benefit scheme has accrued a pension of £135k
(2015: £126k) and a transfer value of £2,928k (2015: £2,745k).
Note 5 Finance income
Bank deposit interest
Note 6 Finance costs
Net costs on defined benefit pension scheme (note 21)
2016
£(000)
126
2016
£(000)
(451)
2015
£(000)
107
2015
£(000)
(464)
Note 7 Tax
Current tax
UK corporation tax at 20% (2015: 20.5%)
Adjustment on prior years tax
Overseas taxation
Deferred tax
Movement in deferred taxation provision
Tax expense in the income statement
2016
£(000)
2015^
£(000)
23
12
995
94
(25)
931
1,030
1,000
547
2
1,577
1,002
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
Different rate of tax on overseas earnings
Unrelieved tax losses in the period
Additional reduction for R&D expenditure
Expenses not deductible for tax purposes
Other permanent differences
Current tax on pension contributions charged to OCI
Deferred tax not recognised
Movement in deferred tax rates
Effective tax rate for the year
2016
£(000)
5,085
20.0%
0.2%
1.5%
2.2%
4.4%
(3.1%)
0.4%
0.0%
0.0%
(1.2%)
6.6%
2015^
£(000)
5,318
20.5%
(0.5%)
0.1%
2.3%
0.0%
(2.9%)
(1.7%)
(0.9%)
2.8%
(0.9%)
0.0%
31.0%
18.8%
^ 2015 restated. For more information see tax reporting changes detailed in the Financial Review.
Note 8 Profit for the financial year
The Group profit for the year includes £3,084k (2015: £3,697k) 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.
26/27
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
2016
No.
2015
No.
8,474,898
8,474,898
The calculation of basic and diluted earnings per share is based on the profit for the financial year of £3,453,303 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
2015 final paid of 10.00p (2014: 6.20p)
2016 interim paid of 3.00p (2015: 3.00p)
Unclaimed dividends returned – more than 12 years old
Dividends paid – The Company
Dividends paid to non-controlling interest – Dual Engraving Pty Ltd
Dividends paid – The Group
2016
£(000)
(848)
(254)
–
(1,102)
(43)
(1,145)
2015
£(000)
(525)
(254)
11
(768)
–
(768)
The final proposed dividend is based on 3,309,200 Ordinary 10p shares and 5,165,698 ‘A’ non-voting ordinary 10p shares, being
the latest number of shares in issue. The directors are proposing a final dividend of 8.00p (2015: 7.00p plus a 3.00p special dividend)
per share, totalling £678k (2015: £848k). This dividend has not been accrued at the balance sheet date.
Note 10 Goodwill
Cost or valuation:
At 1 October
Exchange adjustment
At 30 September
Amortisation and impairment:
At 1 October
Exchange adjustment
At 30 September
Net book value:
At 30 September
2016
£(000)
The Group
2015
£(000)
2016
£(000)
The Company
2015
£(000)
9,023
1,281
10,304
6,328
532
6,860
9,588
(565)
9,023
6,459
(131)
6,328
3,444
2,695
–
–
–
–
–
–
–
–
–
–
–
–
–
–
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 - £1,220k
(2015: £954k), Lift Material Australia Pty Ltd acquired in July 2005 - £869k (2015: £680k) and Dual Engraving Pty Ltd acquired in
February 2013 - £1,356k (2015: £1,061k).
Goodwill values have been tested for impairment by comparing them against the fair value of the relevant CGUs. The fair value
calculations for 2016 are based on 2016 EBITDA profits multiplied by an externally derived private company price index (PCPI). The
goodwill impairment charge that arose during the current year is nil (2015: nil) and the calculations indicate sufficient headroom such
that a reasonable change to key assumptions would not result in an impairment of the related goodwill.
Note 11 Other intangibles
2016
Acquired
intangibles
£(000)
2016
Other
2016
Total
£(000)
£(000)
2015
Acquired
intangibles
£(000)
2015
Other
The Group
2015
Total
The Company
2015
Total
2016
Total
£(000)
£(000)
£(000)
£(000)
Cost or valuation:
At 1 October
Exchange adjustment
Additions
At 30 September
Amortisation:
At 1 October
Exchange adjustment
Charge for the year
At 30 September
Net book value:
At 30 September 2016
At 30 September 2015
740
205
–
945
657
196
92
945
–
83
780
11
62
1,520
216
62
859
(119)
–
712
7
61
1,571
(112)
61
853
1,798
740
780
1,520
692
6
64
1,349
202
156
477
(90)
270
631
8
53
1,108
(82)
323
762
1,707
657
692
1,349
91
88
91
171
83
382
88
81
171
463
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
All amortisation has been charged to the income statement through operating costs and no intangible items are held as security.
28/29
Notes to the accounts
Note 12 Property, plant and equipment
Cost or valuation:
At 1 October 2014
Exchange adjustment
Additions
Disposals
At 1 October 2015
Exchange adjustment
Additions
Disposals
Property
£(000)
Plant and
equipment
£(000)
The Group
Total
Property
£(000)
£(000)
Plant and
equipment
£(000)
The Company
Total
£(000)
8,366
(260)
19
(43)
8,082
462
82
–
6,607
14,973
6,230
172
6,402
(268)
874
(730)
6,483
688
819
(261)
(528)
893
(773)
14,565
1,150
901
(261)
–
10
(43)
–
–
–
–
10
(43)
6,197
172
6,369
–
–
–
–
–
–
–
–
–
At 30 September 2016
8,626
7,729
16,355
6,197
172
6,369
Depreciation:
At 1 October 2014
Exchange adjustment
Charge for the year
Disposals
At 1 October 2015
Exchange adjustment
Charge for the year
Disposals
1,064
5,244
6,308
(72)
179
(12)
(182)
489
(726)
(254)
668
(738)
1,159
4,825
5,984
142
190
–
490
561
(252)
632
751
(252)
At 30 September 2016
1,491
5,624
7,115
430
–
123
(12)
541
–
125
–
666
Net book value:
At 30 September 2016
7,135
2,105
9,240
5,531
At 30 September 2015
6,923
1,658
8,581
5,656
84
–
32
–
116
–
9
–
125
47
56
514
–
155
(12)
657
–
134
–
791
5,578
5,712
Capital commitments contracted by the Group at 30 September 2016 amounted to £297k (2015: £493k) and by the Company £11k
(2015: £58k). Capital commitments authorised but not contracted by the Group at 30 September 2016 amounted to £84k (2015: £56k)
and by the Company £Nil (2015: £Nil).
Note 13 Investments – shares in subsidiary undertakings
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
Dual Engraving Pty Ltd
Dewhurst Australian Property Pty Ltd
Dewhurst (Hong Kong) Ltd
2016
£(000)
10,946
(6,938)
2015
£(000)
11,147
(6,938)
4,008
4,209
2016
£(000)
2015
£(000)
175
300
–
72
35
–
–
1,798
85
1,445
97
1
175
300
–
72
35
–
–
1,798
85
1,646
97
1
4,008
4,209
The Company has eleven wholly-owned trading 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.
The Company has taken advantage of the exemption under Section 410(2) of the Companies Act 2006 by providing information only
in relation to subsidiary undertakings the results or financial position of which, in the opinion of the Directors, principally affected the
financial statements. A complete list of subsidiary and associated undertakings will be attached to the next annual return to be filed at
Companies House following the approval of these accounts.
30/31
Notes to the accounts
Note 14 Inventories
Raw materials and components
Work-in-progress
Finished goods and goods for re-sale
2016
£(000)
2,627
569
1,667
The Group
2015
£(000)
2,640
441
1,670
4,863
4,751
2016
£(000)
The Company
2015
£(000)
–
–
–
–
–
–
–
–
There is no material difference between the replacement cost of inventories and the amounts stated above.
Note 15 Trade and other receivables
Trade receivables
Amounts due from subsidiary undertakings
Other receivables
Prepayments and accrued income
2016
£(000)
The Group
2015
£(000)
9,878
7,823
–
278
145
–
75
158
2016
£(000)
–
2,436
17
18
The Company
2015
£(000)
–
2,755
15
18
10,301
8,056
2,471
2,788
Trade receivables are shown net of provision for impairment. The movements in the provision for impairment of receivables were as
follows:
At 1 October
Charge for the year
Costs recovered / (incurred)
At 30 September
2016
£(000)
220
(29)
(3)
188
The Group
2015
£(000)
2016
£(000)
The Company
2015
£(000)
221
23
(24)
220
–
–
–
–
–
–
–
–
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 2016
As at 30 September 2015
Total
£(000)
9,878
7,823
Within
terms
£(000)
6,730
5,399
Up to 1
month
overdue
£(000)
2,452
2,170
Up to 2
months
overdue
£(000)
571
250
Over 2
months
overdue
£(000)
125
4
Note 16 Cash and cash equivalents
Cash
Short-term deposits
Note 17 Trade and other payables
Trade payables
Other taxes and social security costs
Other payables
Accruals and deferred income
2016
£(000)
8,674
8,000
The Group
2015
£(000)
8,958
6,000
2016
£(000)
1,127
8,000
The Company
2015
£(000)
913
6,000
16,674
14,958
9,127
6,913
2016
£(000)
2,208
692
167
2,298
The Group
2015
£(000)
1,511
551
90
2,350
5,365
4,502
2016
£(000)
The Company
2015
£(000)
62
2
–
347
411
12
4
–
438
454
The directors consider that the carrying amount of trade payables approximates to their fair value.
Note 18 Short-term provisions
Warranty provisions
2016
£(000)
554
The Group
2015
£(000)
318
2016
£(000)
–
The Company
2015
£(000)
–
Warranties are provided in the normal course of business based on current issues and are costed on an assessment of future claims with
reference to past claims. The provision is in relation to replacement and change-out costs and although it is not possible to estimate
the timing of crystallisation of the potential liability it is expected that it will be utilised during the coming year. Amounts charged to
the Group income statement during the year were £326k (2015: £545k). Amounts utilised by the Group in the year were £90k (2015:
£1,186k). There were no amounts charged or utilised this year or last year by the Company.
32/33
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
2016
£(000)
The Group
2015
£(000)
2016
£(000)
The Company
2015
£(000)
2,491
2,086
2,439
2,343
417
62
(547)
433
(26)
(2)
862
–
(518)
177
–
(81)
At 30 September
2,423
2,491
2,783
2,439
Deferred tax at 30 September relates to the following:
Defined benefit pension scheme
Provisions
Exchange differences on translation of foreign operations
2016
£(000)
2,783
318
(678)
The Group
2015
£(000)
2,439
284
(232)
2016
£(000)
The Company
2015
£(000)
2,783
2,439
–
–
–
–
Deferred tax asset
2,423
2,491
2,783
2,439
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 (2015: 3,309,200) Ordinary
– 5,165,698 (2015: 5,165,698) ‘A’ non-voting ordinary
2016
£(000)
450
900
2015
£(000)
450
900
1,350
1,350
2016
£(000)
331
516
847
2015
£(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.
The capital redemption reserve was created on the repurchase and cancellation of the Company’s own shares and the translation reserve
represents the cumulative foreign exchange differences on the translation of the net assets of the Group’s foreign operations from their
functional currency to the presentation currency of the parent.
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 £723k (2015: £706k). All, apart from £45k (2015: £50k) 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 £364k (2015: £331k). There was a prepayment of £24k
at the balance sheet date in respect of the defined benefit scheme (2015: an accrued charge of £20k). 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 contributions during the year of £1,404k into the defined benefit scheme (2015: £1,404k).
The funding policy is to review triennially the funding position with the actuary and from that review the trustees, Company and actuary
agree the funding arrangements for the next three years until the next review in June 2018. The contributions for next year will be
£1,404k. 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 2015. Generally, it has been assumed
that future investment yields would be at 4.4% per annum (pre-retirement) and 2.9% (post-retirement).
At the date of the latest actuarial valuation of the UK scheme, the market value of the assets of the scheme exceeded £30.2 million
(2012: £21.2 million) and the funding level on the on-going valuation basis was 70% (2012: 59%). The 2015 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 weighted average duration of the liabilities is 19 years and payments from the scheme assets are made on a monthly basis.
The FTSE-100 index stood at 6,899 at 30 September 2016 (2015: 6,062).
Assumptions
The following actuarial assumptions, updated to 30 September 2016 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
Long-term rate of expected return
Expected lifetime for a member retiring at the accounting date – for males
Future expected lifetime for a member retiring in 20 years’ time – for males
– for females
– for females
The sensitivities regarding the principal assumptions used are set out below:
2016
3.0%
n/a
3.0%
2.5%
2.5%
2015
3.0%
n/a
3.0%
3.7%
3.7%
22.8 yrs
24.1 yrs
24.9 yrs
25.6 yrs
23.0 yrs
24.4 yrs
25.0 yrs
25.8 yrs
Assumption
Liability Discount Rate
Rate of inflation (RPI)
Rate of mortality
Change in assumption
Impact on plan liabilities
Increase/decrease by 0.1%
Decrease/increase by 1.6%
Increase/decrease by 0.1%
Increase/decrease by 0.6%
Increase/decrease by 0.1 year
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.
34/35
Notes to the accounts
Note 21 Retirement benefit obligation continued
Fair value:
Equities
Bonds
Other
Total fair value of scheme assets
Present value of scheme liabilities
Scheme deficit
Related deferred tax asset
Net pension liability
2016
£(000)
26,867
2,881
3,825
33,573
2015
£(000)
21,712
2,668
3,787
28,167
(49,946)
(40,364)
2014
£(000)
21,916
2,616
2,963
27,495
(39,687)
(16,373)
(12,197)
(12,192)
2,783
2,439
2,438
(13,590)
(9,758)
(9,754)
The amounts charged to operating profit in relation to current service costs are £nil (2015 & 2014: £nil).
Amounts charged to other finance costs:
Expected return on pension scheme assets
Interest on pension scheme liabilities
Net benefit/(cost)
Amounts recognised in the statement of comprehensive income (SOCI):
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
2016
£(000)
1,042
(1,493)
2015
£(000)
1,044
(1,508)
2014
£(000)
1,090
(1,542)
(451)
(464)
(452)
2016
£(000)
4,045
218
(9,334)
2015
£(000)
(714)
(41)
(129)
2014
£(000)
542
(5)
(3,107)
Actuarial gains/(losses) recognised in SOCI
(5,071)
(884)
(2,570)
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
2016
£(000)
4,045
12.0%
218
(0.4%)
(5,071)
10.2%
2015
£(000)
(714)
(2.5%)
(41)
0.1%
(884)
2.2%
2014
£(000)
542
2.0%
(5)
0.01%
(2,570)
6.5%
The movement in the scheme assets, liabilities and the net deficit are as follows:
Deficit in scheme at 1 October
Movement in the year:
– Current service cost
– Secured pensioners value movement
– Benefits paid
– Contributions
– Administration charge
– Other finance costs
– Actuarial gains/(losses)
2016
Assets
£(000)
2016
Liabilities
£(000)
2016
Total
£(000)
2015
Total
£(000)
2014
Total
£(000)
28,167
(40,364)
(12,197)
(12,192)
(10,530)
–
(42)
(985)
1,404
(58)
1,042
4,045
–
42
985
–
–
(1,493)
(9,116)
–
–
–
1,404
(58)
(451)
(5,071)
–
–
–
1,404
(61)
(464)
(884)
–
–
–
1,404
(44)
(452)
(2,570)
Deficit in scheme at 30 September
33,573
(49,946)
(16,373)
(12,197)
(12,192)
Included in retained earnings is (£18,575k) (2015: (£13,504k)) being the cumulative actuarial gains or (losses) on the defined benefit
pension scheme.
Note 22 Lease commitments
Total future minimum lease payments under non-cancellable operating leases for each of the following periods:
Within one year
Within two to five years
2016
Land and
buildings
£(000)
373
398
771
2016
Other
£(000)
68
40
108
The Group
2015
Land and
buildings
£(000)
238
74
312
2015
Other
2016
Other
The Company
2015
Other
£(000)
£(000)
£(000)
78
90
168
–
–
–
–
–
–
36/37
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: 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
2016
£(000)
862
255
75
3,737
144
201
2,435
2015
£(000)
830
255
89
3,725
102
181
2,755
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. The Group defines capital as total equity plus net debt. The objective is to maintain a strong and
efficient capital base to support the Group’s strategic objectives, provide optimal returns for shareholders and safeguard the Group’s
assets and status as a going concern. The Group is not subject to externally imposed capital requirements.
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 2016, Dewhurst plc entered into a A$1,600,000
Australian Dollar foreign exchange contract, in the amount of £940,230 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 2016.
Currency and interest rate exposure of financial assets and liabilities
The cash and cash equivalent amount of £16,674k (2015: £14,958k) is made up of cash of £8,674k (2015: £8,958k) and short-term
deposits of £8,000k (2015: £6,000k). 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% (2015: 1.35%). Of the cash, £11,684k (2015: £10,458k) is
denominated in Sterling with the balance of £4,990k (2015: £4,500k) held in foreign currencies. Other financial assets and liabilities do
not attract interest.
Currency and interest profile
Sterling
AUS Dollars
US Dollars
CAN Dollars
Other
Floating
rate
assets
£(000)
4,458
1,685
887
1,789
139
Fixed
rate
assets
£(000)
6,000
–
–
–
–
Interest
free
assets
£(000)
2,873
1,519
2,217
1,111
103
The Group
Interest
free
liabilities
£(000)
509
269
341
206
186
Floating
rate
assets
£(000)
Fixed
rate
assets
£(000)
913
6,000
–
–
–
–
–
–
–
–
At 30 September 2015
8,958
6,000
7,823
1,511
913
6,000
Sterling
AUS Dollars
US Dollars
CAN Dollars
Other
3,684
2,051
1,246
1,317
376
8,000
–
–
–
–
3,339
1,762
3,071
1,536
170
836
298
389
151
534
1,127
8,000
–
–
–
–
–
–
–
–
At 30 September 2016
8,674
8,000
9,878
2,208
1,127
8,000
Interest
free
assets
£(000)
The Company
Interest
free
liabilities
£(000)
–
–
–
–
–
–
–
–
–
–
–
–
13
–
–
–
–
13
63
–
–
–
–
63
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 £555k (2015: £280k), trade
receivables denominated US Dollars with a balance of £1,765k (2015: £1,464k) and trade payables denominated in Euros with a balance
of £55k (2015: £162k).
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 (2015: no facility).
38/39
Company financial statements
The notes on pages 20 to 37 form part of these financial statements
Company statement of changes in equity
For the year ended 30 September 2016
At 1 October 2014
Actuarial gains/(losses) on defined benefit pension scheme
Deferred tax effect
Dividends paid
Profit for the year
Share
capital
£(000)
847
–
–
–
–
Share
premium
account
£(000)
Capital
redemption
reserve
£(000)
Retained
earnings
Total
equity
£(000)
£(000)
157
290
5,894
7,188
–
–
–
–
–
–
–
–
(884)
177
(768)
(884)
177
(768)
3,697
3,697
At 30 September 2015
847
157
290
Actuarial gains/(losses) on defined benefit pension scheme
Deferred tax effect
Dividends paid
Profit for the year
–
–
–
–
–
–
–
–
–
–
–
–
8,116
(5,071)
862
(1,102)
3,084
9,410
(5,071)
862
(1,102)
3,084
At 30 September 2016
847
157
290
5,889
7,183
Company balance sheet
At 30 September 2016
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
2016
£(000)
2015
£(000)
12
19
13
15
16
17
5,578
2,783
4,008
5,712
2,439
4,209
12,369
12,360
2,471
9,127
11,598
23,967
411
411
2,788
6,913
9,701
22,061
454
454
12,197
12,651
21
16,373
16,784
20
7,183
9,410
847
157
290
847
157
290
5,889
8,116
7,183
9,410
The financial statements were approved by the board of directors and authorised for issue on 5 December 2016 and were
signed on its behalf by:
Richard Dewhurst Chairman
Jared Sinclair Finance Director
Company Registration Number: 160314
40/41
Company financial statements
The notes on pages 20 to 37 form part of these financial statements
Company cash flow statement
For the year ended 30 September 2016
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
Subsidiary share repurchase
Proceeds from sale of property, plant and equipment
Purchase of property, plant and equipment
Interest received
Dividends received
Net cash generated from/(used in) investing activities
Cash flows from financing activities
Dividends paid
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2016
£(000)
2015
£(000)
221
134
(1,346)
–
(991)
317
(43)
(717)
(74)
(791)
201
–
–
169
3,737
4,107
(1,102)
(1,102)
367
155
(1,343)
(357)
(1,178)
559
105
(514)
(6)
(520)
181
388
(10)
156
3,725
4,440
(768)
(768)
2,214
3,152
6,913
3,761
9,127
6,913
16
16
Report of the independent auditor
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 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
6 December 2016
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
2016, 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 and, as regards the
parent company financial statements, as
applied in accordance with the provisions
of the Companies Act 2006.
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 Annual Report.
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 2016 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
42/43
Notice of meeting
Notice is hereby given that the ninety
seventh 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 7 February 2017
at 11:00 am. The meeting will be held
in order to consider and, if thought
fit, pass resolutions 1 to 6 as ordinary
resolutions.
Ordinary resolutions
1 To receive and adopt the statement
of accounts for the year ended 30
September 2016 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 20 January 2017.
3 To re-elect as a director Mr R Young,
who retires by rotation under the Articles
of Association.
4 To re-elect as a director Mr P Tett, who
retires by rotation under the Articles of
Association.
5 To re-appoint Moore Stephens 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 2018 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 2016
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 5 February
2017 (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.plc.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 5 February 2017 (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.
Group companies
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.plc.uk
www.dewhurst.plc.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
info@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 4, Nightingale Road
Horsham, West Sussex
RH12 2NW
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
Tom Oliver
General Manager
Australian Lift Components
Pty Ltd
5 Saggartfield Road
Minto
NSW 2566
Australia
Tel: 00 612 9603 0200
Fax: 00 612 9603 2700
info@ausliftcomp.com.au
www.ausliftcomp.com.au
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
Dual Engraving Pty Ltd
104 Howe Street
Osborne Park, WA 6017
Australia
Tel: 00 618 9443 3677
Fax: 00 618 9443 3688
garry@dualengraving.com.au
www.dualengraving.com.au
Garry Holden
General Manager
Dewhurst (Hong Kong) Ltd
Unit 19, 7/F, Block A
Hoi Luen Industrial Centre
55 Hoi Yuen Road
Hong Kong
Tel: 00 852 3523 1563
Fax: 00 852 3909 1434
efung@dewhurst.co.uk
www.dewhurst.co.uk
Eric Fung
General Manager
Other overseas
representation
The Group maintains overseas
representation in major countries
throughout the world.
44
Advisers and company information
Secretary and
registered office
Jared Sinclair
Dewhurst plc
Unit 9 Hampton Business Park
Hampton Road West
Feltham TW13 6DB
Registered No.160314
Advisers
Auditors
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
Capita IRG plc
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
West Yorkshire HD8 0LA
Nominated adviser and broker
Cantor Fitzgerald Europe
1 Churchill Place
Canary Wharf
London E14 5RD
Solicitors
Keystone Law
53 Davies Street
London W1K 5JH
Design www.gilldavies.co.uk
For more information:
www.dewhurst.plc.uk