Holders Technology plc
Annual Report & Accounts 2016
Specialised PCB Materials, LED Components, and Lighting Solutions
Year in brief
Holders Technology supplies specialty laminates and materials for printed circuit board manufacture
(“PCB”), and operates as an LED solutions provider to the lighting and industrial markets.
PCB and LED segments achieved modest revenue growth in the year, and margins were maintained. PCB
overheads were reduced, while LED overheads increased due to additional sales recruitment. The result
before restructuring and impairment costs was somewhat behind 2015.
During the year, PCB divisions were restructured and costs reduced, and the LED Opteon Germany division
was closed. The restructuring costs are shown below.
The directors propose to pay a final dividend of 0.25p per share.
Highlights included:
Results compared to 2015:
Group revenue
PCB revenue
LED revenue
Group gross margins
1.7% higher
0.4% higher
5.3% higher
Unchanged
Operating loss before impairment
and restructuring costs
Operating loss
Cash balances
Results are summarised below:
£191,000
£374,000
£781,000 (£338,000 higher than 2015)
Revenue
PCB
LED
Total
Gross profit
Gross margin
Operating loss before impairment
and restructuring costs
Operating loss
2016
£'000
8,336
3,044
11,380
2,841
25.0%
(191)
(374)
2015
£'000
8,304
2,891
11,195
2,799
25.0%
(126)
(151)
Loss per share
Dividend proposed and paid
(9.72p)
0.50p
(9.16p)
0.50p
Total cash
Debt
781
Nil
443
Nil
Contents
STRATEGIC REPORT
Chairman’s statement
Operating review
Financial review
1
2
4
Page
BOARD REPORTS
Company information
Report of the directors
Directors’ remuneration report
Corporate governance
Independent auditor’s report to the members of Holders Technology plc
FINANCIAL STATEMENTS
Group income statement
Group statement of comprehensive income
Statements of changes in equity
Balance sheets
Statements of cash flows
Notes to the financial statements
AGM
Notice of annual general meeting
Five-year summary
6
7
10
11
13
14
14
15
16
17
18
43
46
STRATEGIC REPORT
Chairman’s statement
to
In my statement accompanying the 2015 Annual
Report and Accounts I stated that the board was
evaluating various options
return Holders
Technology Group (“The Group”) to profitability. As a
result of this review some changes to our management
team were made, coupled with a significant
restructuring programme and the closure of an
unprofitable division. A number of sales staff have
been changed and investments made to enhance our
plant and machinery.
Inevitably changes of this nature impose a major short
term cost but we believe they are essential to achieving
our goal of restored profitability.
The overall Group result, excluding restructuring costs,
was broadly similar to the preceding year with revenue
increasing by 1.7% from £11.2 to £11.4m. The 2016
year did not include any revenue from our former
Indian joint venture which we exited in 2015 but the
impact of the stronger Euro following the EU
referendum in June had a significant offsetting impact
on the 2016 result. The impact of the referendum
result is explained in more detail in the Financial
Review.
Total LED revenues amounted to £3.0m (2015: £2.9m).
Combined operating losses before restructuring costs
of £67,000 totalled £275,000 (2015: loss of £26,000).
The LED divisions made an operating
loss after
restructuring costs of £342,000 (2015: £26,000).
The various LED elements of our business had very
mixed results but taken together they were behind our
expectations. While
the UK division, Holders
Components, achieved growth in both revenue and
profitability and Holders Germany maintained its
position, NRGstar saw a marked decline as did Opteon
Germany. Action has been taken to change the sales
teams in a number of these entities and Opteon
Germany has been closed.
Last year I reported that the Group faced a potential EU
Cross Border Group Relief claim totalling £192,000 and
that we had fully provided for this amount in that
year’s accounts. While some of the claim has been
agreed a balance of £126,000 is still subject to further
discussion.
2016 was a difficult year for the Group but our staff
showed commitment and support throughout the year
for which we thank them.
The Group operating result before impairment and
restructuring costs was a loss of £191,000 (2015:
operating
and
restructuring costs increased the operating loss to
£374,000 (2015: £151,000).
loss £126,000).
Impairment
The PCB divisions together had revenues of £8.3m
(2015: £8.3m) and achieved an operating profit of
£115,000 (2015: loss £3,000) before restructuring costs
of £116,000. Including restructuring and impairment
costs, the PCB divisions made an operating loss of
£1,000 (2015: loss £28,000).
Our German operations remain the predominant
element of the Group’s PCB sales, the second half of
the year saw some benefit from the restructuring
programme and the operations were profitable. The
UK PCB operations, as anticipated, saw a reduction in
revenue but the major changes made within this entity
enabled it to achieve a small positive contribution for
the year.
it confronts.
The Board has a continuing belief in the Group’s ability
to overcome the difficulties
is
heartened by the
improved PCB
performance, and by the customer interest in the new
“smart lighting” products added into the LED divisions.
Given this belief the Board considers it appropriate to
recommend a final dividend of 0.25p for the 2016 year.
initial signs of
It
R W Weinreich
Executive Chairman
16 February 2017
Holders Technology plc | Annual Report & Accounts 2016 1
STRATEGIC REPORT
Operating review
Corporate strategy
long
financial
The board seeks to enhance shareholder value over the
term, whilst maintaining a
medium
to
Where an
conservative
is
opportunity to
identified, this is addressed within the bounds of
internally generated cash flow and bank facilities.
increase the Group’s position
framework.
Product strategy
Holders Technology plc (“Holders”) has operated for
many years as a distributor of specialised materials and
equipment to the printed circuit board (PCB) industry.
The European PCB industry has strengths in the
defence, aerospace, automotive and medical sectors,
while the Far East is dominant in the production of
consumer-related electronics.
Holders continues to pursue a PCB strategy based on
dual positioning: both as a low-cost source of standard
products used throughout the industry; and as an
exclusive supplier of technically sophisticated products
to the PCB sector.
In addition to the PCB industry, Holders operates as a
LED solutions provider to the lighting and industrial
markets. The product offering ranges from single LED
components, through semi assembled light modules,
to finished LED lighting products.
Our LED strategy is to provide a competitive and
complementary premium product range for our
selected markets, supported by strong technical
support and industry knowledge. In addition, Holders
fulfil customer
provides bespoke solutions
requirements.
to
Market Overview
The overall PCB market in 2016 remained challenging.
Our market position in Germany remains strong, and is
stable in the UK.
With the acceptance of LEDs in the marketplace and an
understanding of the energy saving benefits, the
market has moved to developing solutions for Smart
Lighting and incorporating lighting within the ‘Internet
of Things’. Holders is well placed in offering solutions
which incorporate this smart, wireless technology and
are working with several suppliers, one of which was
awarded ‘Smart Controls Product of 2016’.
PCB operations
PCB Strategic Review
During the year, a strategic review of the PCB
businesses was undertaken in view of their reduced
profitability. As a result of the review, both businesses
were restructured to improve efficiency. This led to
one-off costs of £116,000 during the year. Excluding
these one-off costs, PCB segment profitability
improved by £143,000 compared to 2015.
UK
UK trading operations are based
in Galashiels,
Scotland. The PCB industry in the UK is oriented
towards the aerospace and defence industries, both of
which require a broad range of products.
UK revenues reduced from £1.9m in 2015 to £1.4m in
2016.
Germany
The German PCB industry is dominated by demand
from the automotive and industrial sectors.
2016 revenues in sterling terms increased from £6.4m
to £7.0m, mainly due to the strengthening Euro.
LED & Lighting solutions
UK
In addition to its PCB business, Holders Technology UK
has two LED trading divisions.
Holders Components specialises in providing LED
solutions to original equipment manufacturers (OEMs)
in the general lighting market plus various specialist
industrial segments.
During 2016, the division
benefited from an improved product range, and
achieved good growth.
Holders Technology plc | Annual Report & Accounts 2016 2
STRATEGIC REPORT
Operating review (continued)
NRGstar offers a range of energy efficient lighting
technologies targeted at the retail and commercial
segments. Results for 2016 were disappointing;
revenue fell compared to 2015. In the second half, the
sales team was strengthened and new products
introduced.
Continental Europe
In Germany, Holders Technology GmbH has two LED
trading divisions.
Holders Components, which specialises in providing
LED solutions to customers in continental Europe,
achieved similar revenue in 2016 compared to 2015.
The sales team was strengthened during the year and
the benefits of this are expected to accrue in 2017.
The Opteon division sold finished goods predominantly
to the wholesale market.
Revenue decreased
significantly during the year and the business was
closed at the year end. Closure costs totalled £67,000.
We look forward to an increase in growth in the LED
businesses, as our expanded sales forces benefit from
increasing specification of products
in repeating
projects.
Victoria Blaisdell
Group Managing Director
16 February 2017
Holders Technology plc | Annual Report & Accounts 2016 3
STRATEGIC REPORT
Financial review
Key performance indicators
The directors believe
following key
that
performance indicators are of most significance to
assessment of the Group’s performance and financial
position:
the
level of turnover provides an
Revenue
The
important
indication of the strength of the Group’s product
range and coverage.
Profitability
Profitability is largely a function of the gross margins
achieved and management’s success in containing
administrative expenses in relation to turnover.
Liquidity
The Group operates in a cyclical industry and the
directors have consistently applied a conservative
approach to financing the Group’s activities. The key
measure is net liquid funds, which is described in
more detail below.
Revenue
Group revenue from continuing operations increased
from £11.2m to £11.4m.
Overall PCB revenue
increased by 0.4%, and LED revenue increased by 5.3%.
2016 revenue included the impact of the stronger
Euro/ sterling exchange rate which added £0.8m to
Group revenue. 2015 revenue, however, included
£0.1m of revenue from the India Joint Venture which
ceased at the end of 2015. If these two factors are
eliminated, the volume revenue movement on a
constant currency basis, was a £0.4m reduction (4.0%).
Profitability
The operating result before non-trading items was a
loss of £191,000 compared to a loss of £126,000 in
2015. The gross profit margin was 25.0% compared to
25.0% in 2015.
Total administrative expenses before restructuring and
impairment costs increased by £97,000 compared to
2015, however this figures
includes a £167,000
increase arising from the stronger Euro. If this is
eliminated the movement was a reduction of £70,000.
On a like for like basis, the administration cost as a
proportion of revenue increased from 23.7% in 2015 to
24.3% in 2016.
Additionally, there were £183,000 of restructuring
costs relating to terminated employment contracts,
stock provisions and legal costs. The operating result
after these items was a loss of £374,000.
Taxation
As announced in October 2015, the Group has a
potential UK tax liability in respect of EU Cross Border
Group Relief (“CBGR”) claims relating to its former
Swedish and Dutch operations. The remaining liability,
estimated at up to £126,000, was fully provided for in
the 2015 accounts, although the Board believes a lower
amount may be payable when a final settlement is
agreed.
Post tax result
The loss for the financial year after tax, attributable to
equity shareholders was £0.4m (2015: loss of £0.4m).
The basic loss per share from continuing business was
9.72p (2015: loss 9.16p per share) and the fully diluted
loss per share was 9.72p (2015: loss per share 9.16p).
Dividends
The board proposes a final dividend of 0.25p per share
to be paid on 23 May 2017 to shareholders on the
register on 5 May 2017. Including the 0.25p interim
dividend already paid on 11 October 2016 the total
dividend for 2016 will be 0.50p (2015: 0.50p).
Principal risks and uncertainties
The directors believe that the following are the
principal risks and uncertainties faced by the Group:
Competition
Both the PCB and LED sectors are highly competitive
and the Group faces competition from a wide range
of companies. The Group continually seeks the most
cost-effective sources for its products in order to
remain competitive.
Customers
The Group is exposed to the risk of bad debts. Within
the major European markets, the Group uses credit
analysis data to monitor customer risk levels and
maintain appropriate credit limits. Credit insurance
is used for UK and European customers where it is
available.
Holders Technology plc | Annual Report & Accounts 2016 4
STRATEGIC REPORT
Financial review (continued)
Suppliers
As with any distribution business, the Group is
dependent on maintaining supply. The Group has
diversified its product range and sources in order not
to be overly dependent on any single supplier.
Cash flow, liquidity and financing
Stock levels were reduced from £2.5m in 2015 to
£2.4m in 2016.
The Group maintains overdraft and trade financing
facilities with its banks to meet short term financing
requirements during the year. At 30 November 2016,
the Group had net cash of £0.8m compared with £0.4m
at the previous year end.
At 30 November 2016 the Group had net liquid funds
(trade and other receivables plus cash minus current
liabilities) of £1.1m compared to £1.0m
in the
preceding year. Net assets per ordinary share at 30
November 2016 were £0.93 compared with £0.93 in
2015.
Derivatives and other financial instruments
Operations are financed by a mixture of retained
profits and overdrafts. The board’s current policy is to
use variable rate overdraft facilities in order to
maintain short term flexibility.
The Group’s financial instruments, other than forward
currency contracts, comprise borrowings, cash and
items, such as trade receivables and payables that arise
directly from its operations. The main purpose of these
instruments is to raise finance for operations.
It is, and has been throughout the period under review,
the Group’s policy that no trading
in financial
instruments shall be undertaken.
Currency risk and exposure
The Group enters into derivatives transactions, in the
form of forward currency contracts that are used to
manage the currency risks arising from purchases from
foreign suppliers where the products are sold in local
currencies.
The overseas sales operations during the year were in
the European Community. The Group has currency
exposures primarily in US dollars and Euros. Although
day to day transactional exposures are regularly
covered by forward contracts, the Group has an
underlying exposure, particularly to the Euro. At the
year-end forward USD purchase contracts with a
contracted value of £943,000 were held as detailed in
note 19.
in a
The EU Referendum decision has resulted
strengthening of the Euro against sterling. German
operations (roughly 70% of Group revenue and 50% of
Group assets), being Euro-based, have become more
valuable in sterling terms. The UK operations (roughly
30% of Group revenue and 50% of Group assets) have
import costs due to weaker
experienced higher
are
sterling. However, our UK
predominantly in the same currency position so that
the UK competitive position has been unaffected.
competitors
Share Capital
During the year, a total of 220,000 ordinary shares
were allotted from the Treasury shareholding to Rudi
Weinreich and Thomas Bray for total proceeds of
£58,700.
Net assets
Net assets at the 2016 year-end were almost
unchanged at £3,860,000 (2015: £3,870,000). In
addition to the investment above, the Group benefited
from £346,000 of exchange differences from Euro-
based foreign operations, which eliminated most of
the trading loss.
Conclusion
The Group continues to operate a conservative
financial policy, which leaves it well placed to benefit
from future growth opportunities.
Paul Geraghty
Group Finance Director
16 February 2017
STRATEGIC REPORT
The Strategic Report on pages 1-5 was approved by the
Board on 16 February 2017 and signed on its behalf by
Paul Geraghty
Group Finance Director
16 February 2017
Holders Technology plc | Annual Report & Accounts 2016 5
BOARD REPORTS
Company information
Directors
R W Weinreich, Executive Chairman
V M Blaisdell, BSc, Group Managing Director
P K I Geraghty BSc, FCA, Group Finance Director
D A Mahony, BA (Econ), MSc, Non-Executive Director
Secretary
P K I Geraghty BSc, FCA
Registered office
27-28 Eastcastle Street
London W1W 8DH
Website
www.holdersgroup.com
Registered number
1730535
Auditors
Bankers
Registrars
Grant Thornton UK LLP
Grant Thornton House
202 Silbury Boulevard
Milton Keynes MK9 1LW
HSBC
City CBC
60 Queen Victoria Street
London EC4N 4TR
Neville Registrars
Neville House
18 Laurel Lane
Halesowen
West Midlands B63 3DA
Nominated Advisor and
Broker
Northland Capital Partners Limited
60 Gresham Street
London
EC2V 7BB
Holders Technology plc | Annual Report & Accounts 2016 6
BOARD REPORTS
Report of the directors
Business review and future developments
A review of the year and likely developments is contained in the Strategic Report.
Results and dividends
The Group made a loss after taxation for the financial year attributable to shareholders of £395,000 (2015: loss
£361,000).
Full details are contained in the Group income statement on page 14. The directors have proposed a final dividend of
0.25p per share payable on 23 May 2017 to shareholders on the register at close of business on 5 May 2017. The total
dividend for the year, including the interim dividend of 0.25p (2015: 0.25p) per share paid on 11 October 2016,
amounts to £20,000 (2015: £20,000), which is equivalent to 0.50p (2015: 0.50p) per share.
Financial risk management
Details of the Group’s financial risk management are contained in note 4 to the financial statements.
Directors
The directors currently holding office are listed on page 6, all of whom served throughout the year. The beneficial
shareholdings of the directors at 30 November 2016 are set out in note 23 to the financial statements.
Rudi Weinreich, aged 70, Chairman and Chief Executive, was born in Austria. He has been responsible for all aspects
of the business since he started it in 1972, particularly the assessment of new products and distributorship
agreements.
Victoria Blaisdell, aged 44, joined the Group in 2004 and is now Group Managing Director. Prior to joining the Group
she worked in the IT industry for over 12 years and worked in several countries as a Senior Consultant for a large
American telecom consulting company.
Paul Geraghty, aged 56, joined the Group in 2011 as Group Finance Director and Company Secretary. He previously
held senior financial roles in engineering companies, including Elektron Components Limited and Protec plc.
David Mahony, aged 73, is the Senior Non-Executive Director, appointed in 1988.
Substantial shareholdings
At 13 February 2017 the company had been informed of the following interests, in addition to the interests of R W
Weinreich, amounting to 3% or more in the issued ordinary share capital of the company, excluding treasury shares:
Andre Marcou
Armstrong Investments Limited
Rath Dhu Limited
Thomas Bray
Stockinvest Limited
Hugh S Pearson Gregory
Number
%
520,000
275,000
235,000
200,000
171,500
161,290
12.50%
6.61%
5.65%
4.81%
4.12%
3.88%
Holders Technology plc | Annual Report & Accounts 2016 7
BOARD REPORTS
Report of the directors (continued)
Annual General Meeting
The Annual General Meeting of the Company will be held at the offices of Grant Thornton UK LLP, Churchill House, 26-
30 Upper Marlborough Road, St Albans, Hertfordshire AL1 3UU at 11.30 a.m. on 24 April 2017.
Special business at the Annual General Meeting
An ordinary resolution (set out as resolution 5 in the Notice of the Annual General Meeting) will be proposed to give
the directors authority to allot 1,386,517 ordinary shares being approximately 33% of the issued ordinary share capital
of the company as at the date of this report which includes 139,672 ordinary shares being the maximum number of
shares the company may be obliged to issue under its employee share option scheme. The authority, when given, will
expire at the conclusion of next year's annual general meeting. The directors have no present intention of exercising
this authority.
A special resolution (set out as resolution 6 in the Notice of Annual General Meeting) will be proposed to empower
the directors to allot securities of the company up to a specified amount in connection with rights issues without
having to obtain prior approval from shareholders on each occasion and also to allot a smaller number of these for
cash without first being required to offer such shares to existing shareholders. The number of ordinary shares which
may be issued for cash under the latter authority will not exceed 207,978 being approximately 5% of the issued
ordinary share capital of the company as at the date of this report. The proposed power will expire at the conclusion
of next year's Annual General Meeting.
A special resolution (set out as resolution 7 in the Notice of Annual General Meeting) will be proposed to authorise
the company to buy on the open market up to 415,955 ordinary shares of 10p each, representing 10% of the issued
ordinary share capital of the company as at the date of this report, excluding treasury shares. The directors, in reaching
any decision to purchase ordinary shares, will take into account the company’s cash resources, capital requirements
and the effect of any purchase on earnings per share.
Going Concern
The company’s business activities, together with the factors likely to affect its future development, performance and
position are set out in the Strategic Report on pages 1 to 5. The financial position of the company, its cash flows,
liquidity position and borrowing facilities are described in the Financial Review on page 4. In addition, notes 2, 3, 4, 19
and 24 to the financial statements include the company’s objectives, policies and processes for managing its capital;
its financial risk management objectives; details of its financial instruments and foreign exchange risk mitigation
activities; and its exposures to credit risk and liquidity risk. Budgets and forecasts indicate a satisfactory going concern
position.
The company has good financial resources together with a number of customers and suppliers across different
geographic areas and industries. Management have prepared budgets and forecasts covering the period to May 2018.
As a consequence, the directors believe that the company is well placed to manage its business risks successfully
despite the current uncertain economic outlook and therefore conclude it is appropriate to prepare the financial
statements on a going concern basis.
Holders Technology plc | Annual Report & Accounts 2016 8
BOARD REPORTS
Report of the directors (continued)
Statement of directors' responsibilities
The directors are responsible for preparing the Strategic Report, Report of the Directors and the Financial Statements
in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the
directors have elected to prepare the financial statements in accordance with International Financial Reporting
Standards as adopted by the European Union (IFRSs). Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the
company and Group for that period. In preparing these financial statements, the directors are required to:
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained
in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
company will continue in business.
select suitable accounting policies and then apply them consistently;
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
company’s transactions and 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 hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The directors confirm that:
so far as each of the directors is aware, there is no relevant audit information of which the company’s auditors
are unaware; and
the directors have taken all steps that they ought to have taken as directors in order to make themselves aware
of any relevant audit information and to establish that the auditors are aware of that information.
The directors are responsible for the maintenance and integrity of the corporate and financial information included
on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Directors’ indemnity arrangements
The company has purchased and maintained throughout the year directors’ and officers’ liability insurance in respect
of its directors. The directors also have the benefit of the indemnity provision contained in the company’s Articles of
Association. These provisions, which are qualifying third party indemnity provisions as defined by the Companies Act,
were in force since 30 April 2007, and are currently in force.
Auditors
The auditors, Grant Thornton UK LLP, are willing to continue in office as auditors of the company and a resolution to
reappoint them will be proposed at the forthcoming Annual General Meeting.
By order of the board
Paul Geraghty
Secretary
16 February 2017
Holders Technology plc | Annual Report & Accounts 2016 9
BOARD REPORTS
Directors’ remuneration report
The directors present the directors’ remuneration report for the financial year ended 30 November 2016. As the
company is listed on AIM, it does not have to comply with the requirements of the remuneration report contained in
the listing rules.
Remuneration policy
The company policy is to design prudent executive remuneration packages to attract, motivate and retain directors of
a high calibre and to reward them for enhancing value to shareholders. The determination of the annual remuneration
packages of the senior executive directors and key members of senior management are undertaken as set out in the
corporate governance report on page 11.
There are three main elements of the remuneration packages of the executive directors:
Basic annual salary and benefits;
Share option incentives; and
Pension arrangements.
The company believes that share option incentives encourage long term commitment to shareholder value and ensure
that rewards for executive directors and senior managers are aligned with the interests of shareholders.
Contributions are made to the pension schemes of certain directors.
Executive directors may accept up to two external non-executive appointments, as long as these are not with
competing companies and are not likely to lead to conflicts of interest. This policy is followed where such
appointments would beneficially broaden experience and knowledge.
Executive directors’ remuneration and terms of appointment
Base salaries are reviewed annually and are set to reflect responsibilities, experience and marketability. Regard is also
given to the level of rewards made in the year to staff. The mechanism for supervising the company share option
scheme and the granting of options under it is as set out in the corporate governance report on page 11.
None of the directors have service contracts with a notice period exceeding one year. Each director is entitled to
contributions to personal pension schemes and benefits in kind, which include car allowance and private health
insurance.
Non-executive directors’ remuneration
The fees paid to non-executive directors are determined by the board. Non-executive directors are normally
appointed for an initial period of three years. Appointments are made subject to retirement by rotation or removal
under the company’s articles of association. Non-executive directors do not participate in the company's option
scheme.
Details of the directors’ remuneration, pension entitlements, shareholdings and share options are included in note 23
to the financial statements.
Holders Technology plc | Annual Report & Accounts 2016 10
BOARD REPORTS
Corporate governance
UK Corporate Governance Code
We do not comply with the UK Corporate Governance
Code. Instead, we have reported on our Corporate
Governance arrangements drawing on best practice
available, including those aspects of the UK Corporate
Governance Code we consider to be relevant to the
Group and best practice.
independent.
Board composition and responsibility
During the year, the board comprised three executive
directors and one non-executive director. None of the
directors are
The appointment of
another Non-Executive Director will be considered
when it is judged appropriate. All directors are
required to retire and submit themselves for re-
election at three yearly intervals. No director has a
service agreement requiring more than twelve months’
notice of termination to be given.
information
All directors receive management
in
advance of board meetings, which are held monthly,
and
the board visits subsidiary companies as
appropriate. There is a schedule of matters requiring
board approval,
strategy,
acquisitions and disposals, key appointments, and
Group funding strategy. All directors have access to
the advice and services of the Company Secretary (and
there are processes in place enabling directors to take
independent legal advice at the company’s expense in
the furtherance of their duties).
corporate
including
The following table shows the number of scheduled
board and board committee meetings held during the
year ended 30 November 2016 and details of each
director’s attendance.
Number held
R Weinreich
V Blaisdell
D Mahony
P Geraghty
Board
11
11
11
11
11
Audit
2
1
1
2
1
Remuneration
1
-
-
1
-
Audit Committee
The Group Finance Director and the Non-Executive
Director act as the audit committee which
is
responsible for reviewing a range of financial matters,
including
final accounts, and
monitoring the controls which are in force to ensure
the integrity of the financial information reported to
the shareholders. The committee reviews the need
interim and
the
for internal audit on an annual basis and, due to the
size of the company; the committee believes that the
cost of introducing this function would outweigh any
perceived benefits. The audit committee has met
twice in the year. The Non-Executive Director meets
separately with the auditors as part of such meetings.
Remuneration Committee
During the year, the Non-Executive Director has acted
as the sole member of the remuneration committee.
The principal function of the remuneration committee
is to determine on behalf of the board the
remuneration and other benefits of the executive
directors, including pensions, share options, service
contracts and compensation payments.
The
remuneration policy and key elements of the
remuneration packages of the executive directors are
included in the Directors’ Remuneration Report on
page 10.
the
The principal objectives of
remuneration
committee in respect of executive directors and the
board in respect of the company as a whole are to
ensure that the company's senior management
remuneration policies and practice facilitate the
recruitment, retention and motivation of top quality
personnel and to ensure that senior management
remuneration operates on a best-practice basis,
aligning, where practicable, the remuneration of
executives with the interests of shareholders.
Each of the company's executive directors is subject to
an annual appraisal of their performance as executives
which is conducted by the Non-Executive Director.
Board nominations
The company has formal procedures for making
appointments to the board and these would be applied
to ensure that any new appointments that might be
made meet the desired criteria.
Shareholder relationships
The objective of the board is to create increased
shareholder value by growing the business in a manner
that delivers sustainable improvement in earnings over
the medium and long term.
Holders Technology plc | Annual Report & Accounts 2016 11
BOARD REPORTS
Corporate governance (continued)
The board regards the annual general meeting as an
important opportunity to communicate with private
investors in particular. Directors make themselves
available to shareholders both before and after the
annual general meeting and at other times.
Internal Control
The system of internal controls established by the
directors is intended to be comprehensive, although
the limitations of any system of control is such that it is
designed to manage rather than eliminate the risk of
failure to achieve business objectives and to provide a
reasonable, rather than absolute, level of assurance
against material misstatement or loss. The directors
acknowledge their responsibilities for the Group’s
system of internal control and for reviewing its
effectiveness.
The principal features of the system of internal
financial controls are:
budgetary control over all operating units,
measuring performance against pre-determined
targets on at least a monthly basis;
regular forecasting and reviews covering trading
performance, assets, liabilities and cash flows;
delegated limits of authority covering key financial
commitments including capital expenditure and
recruitment;
identification and management of key business
risks.
The board continually reviews the effectiveness of
other internal controls, including financial, operational,
compliance controls and risk management.
Financial reporting
A detailed formal budgeting process for all Group
businesses culminates in an annual Group budget
which is approved by the board. Results for the
company and for its main constituent businesses
are reported monthly to the board against this
budget and revised forecasts for the year are prepared
each quarter.
Financial and accounting principles
A comprehensive financial and accounting controls
manual sets out the principles of and minimum
standards required by the board for effective
financial control. The manual sets out the financial
and accounting policies and procedures to be
applied throughout the Group. Compliance with
the policies and procedures set out in the manual
is reviewed on a regular basis.
Internal financial controls assurance
In addition to the existing procedures, during the
year senior executives have prepared detailed
reports on the operation of those elements of the
system for which they are responsible.
Capital investment
The Group has clearly defined guidelines for capital
expenditure.
include annual budgets,
detailed appraisals and review procedures, levels
of authority and due diligence requirements where
businesses are being acquired.
These
Risk assessment
The Group has
implemented a process for
identifying, reporting and assessing risk at each
subsidiary.
The board regularly reviews the
subsidiaries’ risk assessments.
The directors confirm that they have reviewed the
effectiveness of the system of internal controls in
operation during the year and the period to the date of
the approval of the annual report and accounts.
The board is committed to the principles of openness,
integrity and accountability in dealing with the
company's affairs. It believes it has always acted with
probity in the best interests of the company, its
employees and shareholders and fully intends to
continue to do so in the future.
Holders Technology plc | Annual Report & Accounts 2016 12
Independent auditor's report to the members of Holders Technology plc
We have audited the financial statements of Holders Technology plc for the year ended 30 November 2016 which comprise
the Group income statement, the Group statement of comprehensive income, the Group and Company statements of
changes in equity, the Group and company balance sheets, the Group and company statements of cash flow, and the related
notes. The financial reporting framework that has been applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs) 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 set out on page 9, 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
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at
www.frc.org.uk/auditscopeukprivate.
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 November 2016 and of the Group's loss for the year then ended;
the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European
Union;
the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union; and
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 Strategic Report and the Report of the Directors for the financial year for which
the financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us 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.
Jeremy Read
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Milton Keynes
16 February 2017
Holders Technology plc | Annual Report & Accounts 2016 13
FINANCIAL STATEMENTS
Group income statement for the year ended 30 November 2016
Revenue
Cost of sales
Gross profit
Distribution costs
Administrative expenses
Restructuring costs
Impairment costs
Other operating income
Operating loss
Finance income
Finance expenses
Loss before taxation
Tax expense
Loss for the financial year
Basic loss per share
Diluted loss per share
Total loss per share
Note
5
7
15
6
6
8
10
10
10
2016
£’000
11,380
(8,539)
2,841
(399)
(2,749)
(183)
-
116
(374)
3
(7)
(378)
(17)
(395)
2015
£’000
11,195
(8,396)
2,799
(364)
(2,652)
-
(25)
91
(151)
1
(16)
(166)
(195)
(361)
(9.72p)
(9.72p)
(9.72p)
(9.16p)
(9.16p)
(9.16p)
Group statement of comprehensive income for the year ended 30 November 2016
Loss for the year
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations
Total comprehensive income and expense for the year
2016
£’000
(395)
346
(49)
2015
£’000
(361)
(246)
(607)
Holders Technology plc | Annual Report & Accounts 2016 14
FINANCIAL STATEMENTS
Statements of changes in equity for the year ended 30 November 2016
Group
Balance at 30 November 2014
Dividends
Employee share-based payment
options
Transactions with owners
Loss for the year
Exchange differences on translating
foreign operations
Total comprehensive income for the
year
Balance at 30 November 2015
Dividends
Shares issued
Transactions with owners
Loss for the year
Exchange differences on translating
foreign operations
Total comprehensive income for the
year
Balance at 30 November 2016
Share
capital
Share
premium
£'000
416
£'000
1,531
-
-
-
-
-
-
-
-
-
-
-
-
416
1,531
-
-
-
-
-
-
-
59
59
-
-
-
416
1,590
Capital
redemption
reserve
£'000
1
-
-
-
-
-
-
1
-
-
-
-
-
-
1
Translation
reserve
Retained
earnings
Total
equity
£'000
34
-
-
-
-
(246)
£'000
2,512
(20)
3
(17)
(361)
-
£'000
4,494
(20)
3
(17)
(361)
(246)
(246)
(361)
(607)
(212)
2,134
3,870
-
-
-
-
346
346
134
(20)
-
(20)
(395)
-
(395)
(20)
59
39
(395)
346
(49)
1,719
3,860
Company
Balance at 30 November 2014
Profit and total comprehensive income for the year
Dividends
Share-based payment charge
Balance at 1 December 2015
Profit and total comprehensive income for the year
Dividends
Shares issued
Share-based payment charge
Balance at 30 November 2016
Share
capital
Share
premium
£'000
416
£'000
1,531
-
-
-
416
-
-
-
-
416
-
-
-
1,531
-
-
59
-
1,590
Capital
redemption
reserve
£'000
Retained
earnings
£'000
1
-
-
-
1
-
-
-
-
1
51
138
(20)
3
172
437
(20)
-
-
589
Total equity
£'000
1,999
138
(20)
3
2,120
437
(20)
59
-
2,596
Holders Technology plc | Annual Report & Accounts 2016 15
FINANCIAL STATEMENTS
Balance sheets at 30 November 2016
Company number: 1730535
Assets
Non-current assets
Goodwill
Property, plant and equipment
Investments in subsidiaries
Investment in joint venture
Deferred tax assets
Current assets
Inventories
Trade and other receivables
Current tax assets
Cash and cash equivalents
Liabilities
Current liabilities
Trade and other payables
Current tax liabilities
Net current assets
Non-current liabilities
Retirement benefit liability
Deferred tax liabilities
Shareholders’ equity
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Cumulative translation adjustment reserve
Note
Group
2016
£’000
2015
£’000
Company
2016
£’000
2015
£’000
12
13
14
15
21
16
17
18
20
21
22
318
400
-
-
9
727
2,365
1,790
-
781
4,936
(1,457)
(122)
(1,579)
3,357
(219)
(5)
(224)
3,860
416
1,590
1
1,719
134
3,860
316
327
-
-
16
659
2,533
1,556
59
443
4,591
(975)
(213)
(1,188)
3,403
(181)
(11)
(192)
3,870
416
1,531
1
2,134
(212)
3,870
-
6
2,291
-
-
2,297
-
592
-
318
910
(611)
-
(611)
299
-
-
-
2,596
416
1,590
1
589
-
2,596
-
4
2,291
15
-
2,310
-
433
-
25
458
(627)
(21)
(648)
(190)
-
-
-
2,120
416
1,531
1
172
-
2,120
The financial statements were approved by the Board on 16 February 2017 and signed on its behalf by:
R W Weinreich
Director
Holders Technology plc | Annual Report & Accounts 2016 16
FINANCIAL STATEMENTS
Statements of cash flows for the year ended 30 November 2016
Cash flows from operating activities
Operating loss
Share-based payment charge
Depreciation
Decrease/ (Increase) in inventories
(Increase)/ decrease in trade and other
receivables
(Decrease)/ increase in trade and other payables
Cash generated from operations
Corporation tax paid
Net cash generated from operations
Cash flows from investing activities
Purchase of property, plant, and equipment
Proceeds from sale of property, plant, and equipment
Proceeds from sale of joint venture
Dividends received from Group undertakings
Interest received
Net cash (used in)/generated from investing activities
Cash flows from financing activities
Interest paid
Proceeds from sale of shares
Equity dividends paid
Net cash generated from/ (used in) financing
activities
Net change in cash and cash equivalents
Cash and cash equivalents at start of period
Effect of foreign exchange rates
Cash and cash equivalents at end of period
Group
2016
£’000
2015
£’000
Company
2016
£’000
2015
£’000
(374)
-
74
192
(298)
824
418
(48)
370
(110)
-
22
-
3
(85)
(7)
59
(20)
32
317
443
21
781
(151)
3
86
(102)
295
(86)
45
(7)
38
(161)
3
-
-
1
(157)
(16)
-
(20)
(36)
(155)
634
(36)
443
(24)
-
2
-
41
(16)
3
(1)
2
(4)
-
50
200
6
252
-
59
(20)
39
293
25
-
318
(92)
3
8
-
17
65
1
(1)
-
(4)
-
-
-
4
-
-
-
(20)
(20)
(20)
45
-
25
Holders Technology plc | Annual Report & Accounts 2016 17
FINANCIAL STATEMENTS
Notes to the financial statements
1. General information
Holders Technology plc is incorporated in the United Kingdom under the Companies Act.
These consolidated financial statements are presented in pounds sterling and all information has been rounded
to the nearest thousand. Foreign operations are consolidated in accordance with the policies set out in note 2
below.
2. Accounting policies
Basis of preparation
The Group and parent company financial statements have been prepared in accordance with EU endorsed
International Financial Reporting Standards (IFRS), International Financial Reporting Interpretations Committee
(IFRIC) interpretations and with those parts of the Companies Act applicable to companies reporting under IFRS.
All accounting standards and interpretations issued and adopted by the EU by the International Accounting
Standards Board and the International Financial Reporting Interpretations Committee effective at the time of
preparing these financial statements have been applied.
The Group and parent company financial statements have been prepared under the historical cost convention
with the exception of forward currency contracts which are carried at fair value. A summary of the significant
Group accounting policies adopted in the preparation of the financial statements is set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
Change in accounting policies
The Group has not adopted any new standards or amendments that have a significant impact on the Group’s
results or financial position.
Going concern
The company’s business activities, together with the factors likely to affect its future development, performance
and position are set out in the Strategic Report on pages 1 to 5. The financial position of the company, its cash
flows, liquidity position and borrowing facilities are described in the Financial Review on page 4. In addition, notes
2, 3, 4, 19 and 24 to the financial statements include the company’s objectives, policies and processes for
managing its capital; its financial risk management objectives; details of its financial instruments and foreign
exchange risk mitigation activities; and its exposures to credit risk and liquidity risk.
The company has strong financial resources together with a number of customers and suppliers across different
geographic areas and industries. The Board pursues a cautious strategy, combined with effective cost control in
order to maintain a strong working capital position. Budgets and forecasts indicate a satisfactory going concern
position. As a consequence, the directors believe that the company is well placed to manage its business risks
successfully despite the current uncertain economic outlook and therefore conclude it is appropriate to prepare
the financial statements on a going concern basis.
Standards and Interpretations to Standards not yet effective
The following Standards and Interpretations have been issued, but are not yet effective and have not been early
adopted by the Group:
IFRS 9 Financial Instruments (EU effective date 1 January 2018)
IFRS 15 Revenue from contracts with customers including amendments to IFRS 15 (EU effective date
1 January 2018)
IFRS 16 Leases (Not yet endorsed by EU)
Holders Technology plc | Annual Report & Accounts 2016 18
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
2. Accounting policies (continued)
Amendments to IAS 12: Recognition of Deferred Tax Assets for Unrealised Losses (Not yet endorsed
by EU)
Amendments to IAS 7: Disclosure Initiative (Not yet endorsed by EU )
Clarifications to IFRS 15 Revenue from Contracts with Customers (Not yet endorsed by EU)
Amendments to IFRS 2: Classification and Measurement of Share-Based Payments Transactions (Not
yet endorsed by EU)
Annual Improvements to IFRS 2016-16 Cycle Relating to IFRS 12 Disclosure of Interest in other
entities (Not yet endorsed by EU)
The directors anticipate that the adoption of these standards and interpretations in future periods will have no
material impact on the financial statements of the Group except for additional disclosures when the relevant
standard comes into effect.
Use of estimates
The preparation of financial statements in conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on historical experience and various
other factors that are believed to be reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates. Critical judgements and key estimates and assumptions
are disclosed in note 3.
Principles of consolidation
The consolidated financial statements incorporate the financial statements of the company and all its subsidiaries.
Intra-Group transactions, including sales, profits, receivables and payables, have been eliminated in the Group
consolidation. Control is achieved where the Group is exposed or has rights to variable returns from its
involvement with the investee and has the ability to affect those returns through the power over the investee.
Subsidiaries
Subsidiaries are entities controlled by the company. Control is achieved where the Group is exposed or has rights
to variable returns from its involvement with the investee and has the ability to affect those returns through the
power over the investee. The financial statements of subsidiaries are included from the date that control
commences until the date that control ceases.
In the parent company accounts investments and long term loans to subsidiaries are initially recorded at cost.
The investment value is subsequently recorded at cost less any impairment value.
Goodwill and business combinations
The results of subsidiaries acquired in the period are included in the income statement from the date they are
acquired. On acquisition, all of the subsidiaries’ assets and liabilities that exist at the date of acquisition are
recorded at their fair values reflecting their condition at that date. For business combinations occurring since 1
December 2009, the requirements of IFRS 3R have been applied. The consideration transferred by the Group to
obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred,
liabilities incurred and the equity interests issued by the Group, which includes the fair value of any asset or
liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.
The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of
whether they have been previously recognised in the acquiree's financial statements prior to the acquisition.
Assets acquired and liabilities assumed are measured at their acquisition-date fair values.
Holders Technology plc | Annual Report & Accounts 2016 19
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
2. Accounting policies (continued)
Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the
sum of a) fair value of consideration transferred, b) the recognised amount of any non-controlling interest in the
acquiree and c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-
date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated
above, the excess amount (i.e. gain on a bargain purchase) is recognised in profit or loss immediately. As
permitted by IFRS 1, goodwill arising on acquisitions before 1 December 2005 (date of transition to IFRS) has been
frozen at the UK GAAP amounts subject to being tested for impairment at that date.
Impairment charges
The company considers at each reporting date whether there is any indication that assets are impaired. If there
is such an indication, the company carries out an impairment test by measuring an asset’s recoverable amount,
which is the higher of its fair value less costs to sell and its value in use. Goodwill, which is allocated to individual
cash generating units, is reviewed annually for impairment. Value in use represents the present value of the
future cash flows expected to be derived from the cash generating unit. The present value is discounted using a
pre-tax rate that reflects current market assessments of the time value of money and of the risks specific to the
cash generating unit for which future cash flow estimates have not been adjusted. If the recoverable amount is
less than the carrying amount an impairment loss is recognised, and the asset is written down to its recoverable
amount.
Revenue recognition
Revenue comprises the value of sales of goods and services to third party customers occurring in the period,
stated exclusive of value added tax and net of trade discounts and rebates. Revenue is measured at the fair value
of the consideration received or receivable. Revenue on the sale of goods is recognised when substantially all of
the risks and rewards in the product have passed to the customer, which is usually upon delivery to the customer.
Revenue is recognised to the extent that it is probable that the economic benefits associated with the transaction
will flow into the company.
Exceptional Items
Exceptional items are those significant items which are separately disclosed by virtue of their size or incidence to
enable a full understanding of the financial performance.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. The company considers all highly liquid
investments with original maturity dates of three months or less to be cash equivalents. Bank overdrafts that are
repayable on demand and form an integral part of the Group’s cash management system are included as a
component of cash and cash equivalents for the purpose of the statement of cash flows.
Trade and other receivables
Trade and other receivables do not carry interest and are initially stated at fair value and subsequently measured
at amortised cost using the effective interest rate, as reduced by appropriate allowances for estimated
irrecoverable amounts. A provision for impairment of trade receivables is established when there is evidence
that the Group will not be able to collect all amounts due according to the original terms of these receivables.
The amount of the provision is the difference between the carrying value and the present value of
estimated future cash flows, discounted at the effective interest rate. Impairment losses are recognised in the
income statement.
Trade and other payables
Trade and other payables are not interest bearing and are initially stated at fair value and subsequently measured
at amortised cost using the effective interest rate.
Holders Technology plc | Annual Report & Accounts 2016 20
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
2. Accounting policies (continued)
Inventory
Inventory is stated at the lower of cost and net realisable value. Cost is determined on a first-in-first-out basis.
Net realisable value is based on the estimated sales price after allowing for all further costs of completion and
disposal. Where necessary, provision is made for obsolete, slow-moving and defective inventory.
Property, plant, and equipment
The cost of items of property, plant and equipment is its purchase cost, together with any incidental costs of
acquisition.
Depreciation is calculated to write off assets over their expected useful lives. Where there is evidence of
impairment, property, plant and equipment is written down to the recoverable amount. Depreciation is calculated
at the following rates:
Leasehold building improvements
Motor vehicles
Plant and machinery
Office equipment
Over the period of the lease
20% on either cost or written down value
20% - 33% on either cost or written down value
25% on cost
Methods of depreciation, recoverable amounts and useful lives are reviewed and adjusted, if appropriate, at each
balance sheet date. Provision is made against the carrying value of items of property, plant and equipment where
impairment in value is deemed to have occurred.
Leased assets
Leases are classified as operating leases when a significant portion of the risks and rewards of ownership are
retained by the lessor. Rentals payable under operating leases are charged to the income statement on a straight-
line basis over the periods of the leases.
Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling at the date of each transaction.
Foreign currency monetary assets and liabilities are retranslated using the exchange rates at the balance sheet
date. Gains and losses arising from changes in exchange rates after the date of the transaction are recognised in
the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a
foreign currency are translated at the exchange rate at the date of the original transaction.
In the consolidated financial statements, the net assets of the Group’s foreign operations are translated at the
rate of exchange at the balance sheet date. Income and expense items are translated at the average rates for the
period where these rates approximate to actual rates. Otherwise actual rates are used. The resulting exchange
differences are charged/ credited to other comprehensive income and recognised in the currency translation
reserve in equity. Such translation differences are recognised in the income statement on the disposal of the
foreign operation. All other currency differences are taken to the income statement. Profit and losses on holding
foreign currency balances are treated as a finance cost.
Derivative financial instruments
The Group uses derivative financial instruments to mitigate its exposure to foreign exchange risks arising from
operational, financing and investment activities. In accordance with its treasury policy, the Group does not hold
or issue derivative financial instruments for trading purposes.
Holders Technology plc | Annual Report & Accounts 2016 21
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
2. Accounting policies (continued)
Derivative financial instruments are recognised initially at cost. Subsequent to initial recognition, derivative
financial instruments are stated at fair value. The gain or loss on re-measurement to fair value is recognised
immediately in the income statement.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting
all its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of directly
attributable issue costs.
Taxes
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or
recovered) using the tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is measured using the tax rates that have been enacted or substantively enacted by the
balance sheet date and are expected to apply when the asset is realised or the liability settled. Deferred tax is not
discounted.
Provision is not made for deferred tax on the unremitted earnings of foreign subsidiaries where such remittances
are not considered probable as the Group’s policy is to reinvest profits to fund growth locally. Provision is made
where it is likely that dividends will be remitted within the foreseeable future.
A deferred tax asset is recognised only when it is probable that suitable taxable profits will be available in the
foreseeable future from which the reversal of the temporary differences can be deducted.
Employee share option scheme
The fair value of employee share plans is calculated using an appropriate actuarial model. In accordance with IFRS
2 the resulting cost is charged to the income statement over the vesting period of the plans, with a corresponding
credit to retained earnings. The value of the charge is adjusted to reflect the expected and the actual levels of
options vesting. IFRS 2 has been applied to all grants of equity instruments after 7 November 2002 that were
unvested as of 1 December 2005, in accordance with the transitional arrangements of IFRS 1.
The proceeds received, net of any directly attributable transaction costs, are credited to share capital and share
premium when the options are exercised.
Pension contributions
The Group does not operate a pension scheme. Pension costs relate to Group contributions to the personal
pension schemes of certain directors and employees. The contributions are recognised as an employee benefit
expense when they are due. There is also a retirement benefit liability arising from an asset purchase of Cimatec
GmbH as disclosed in note 20. The liability in respect of defined benefit pension plans is the present value of the
defined benefit obligation at the end of the accounting period less the fair value of plan assets, together with
adjustments for past-service costs. Independent actuaries annually calculate the defined benefit obligation.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged
or credited to equity in other comprehensive income in the period in which they arise.
Holders Technology plc | Annual Report & Accounts 2016 22
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
2. Accounting policies (continued)
Dividends payable
Distributions to equity holders are disclosed as a component of the movement in shareholders’ equity. A liability
is recorded for a final dividend when the dividend is approved by the company’s shareholders, and, for an interim
dividend, when the dividend is paid.
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a
result of a past event, and it is probable that an outflow of economic benefits will be required to settle the
obligation.
Treasury shares
When the company purchases its own equity share capital (treasury shares), the consideration paid, including any
directly attributable incremental costs (net of tax), is deducted from equity attributable to the company’s equity
holders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or
reissued, any consideration received, net of any directly attributable incremental transaction costs and the related
tax effects, is included in equity attributable to the company’s equity holders.
Profit or loss from discontinued operations
A discontinued operation is a component of the Group that either has been disposed of, or is classified as held for
sale, and:
represents a separate major line of business or geographical area of operations or
is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of
operations or
is a subsidiary acquired exclusively with a view to resale.
3. Critical accounting judgements and key sources of estimation uncertainty
Critical judgement in applying the Group’s accounting policies
Income taxes
The determination of the Group’s tax liabilities requires the interpretation of tax law. The Group obtains
appropriate professional advice from its tax advisors in relation to all significant tax matters. The directors believe
that the judgements made in determining the Group’s tax liabilities are reasonable and appropriate; however,
actual experience may differ and materially affect future tax charges.
Estimation uncertainty
Impairment testing
Impairment testing of goodwill and investment in subsidiaries involves comparing the carrying value of an asset
with its value in use, based upon a discounted cash flow model. This model involves making assumptions involving
future revenues and profits as well as long-term growth rates and the appropriate discount rate. Further details
are set out in note 12.
Holders Technology plc | Annual Report & Accounts 2016 23
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
4. Financial risk management
Treasury management
Group treasury policies are reviewed and approved by the board. The objectives of Group treasury policies are to
ensure that adequate financial resources are available for development of the business while at the same time
managing financial risks. Derivative financial instruments are used to reduce financial risk exposures arising from
the Group’s business activities and not for speculative purposes.
The Group Finance Director manages the Group’s treasury activities. The Group Finance Director reports to the
board on the implementation of Group treasury policy.
The Group’s business activities expose it to a variety of financial risks that include:
Liquidity risk;
•
• Credit risk;
• Cash flow interest rate risk; and
• Currency risk.
The policies for managing these risks are described below:
Liquidity risk
The Group finances its operations through a combination of bank borrowings, finance leases and cash generated
from operations. The Group’s treasury policy aims to ensure that there are sufficient funds available to meet the
projected cash flow requirements in the business plan.
The Group’s principal source of funding is cash generated from operations. Liquidity is maintained through
committed bank credit facilities (note 19).
Credit risk
Credit risk on trade receivables is managed by monitoring the amount and duration of exposures to individual
customers depending on their credit rating. Where possible, trade receivables are insured. The amounts of trade
receivables presented in the balance sheet are net of allowances for doubtful accounts estimated by management
based on prior experience and their assessment of the current economic environment.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are high
credit quality financial institutions.
The Group has no significant concentration of credit risk, with exposure spread over a large number of customers
and counterparties.
Currency risk
The Group is exposed to currency risk through movements in exchange rates on its purchases and sales that are
not denominated in the local functional currencies. The Group uses forward foreign exchange contracts to
mitigate the currency risk associated with these transactions, where material exposure exists. The contracts are
denominated primarily in US dollars and Euros. Such contracts are accounted for in accordance with the policies
set out in note 2. At the year-end forward purchase contracts totalling £943,000 were held as described in note
19.
Holders Technology plc | Annual Report & Accounts 2016 24
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
4. Financial risk management (continued)
Cash flow interest rate risk
The Group is exposed to cash flow interest rate risk on bank borrowings, which are arranged at floating rates. The
board monitors the overall level of bank debt and interest costs to limit any adverse effects on the financial
performance of the Group. The Group does not use interest rate swaps to reduce its exposure to interest rate
fluctuations at the present time.
Fair value estimation
The fair values of cash and cash equivalents, receivables, payables and borrowings with a maturity of less than
one year approximate their book values.
5. Segment reporting
Management currently identifies two operating segments:
PCB, which distributes materials, equipment and supplies to the PCB industry. This includes the following
operations: UK PCB, Germany PCB, and India PCB (discontinued in 2015).
LED, which distributes LED-related components, lighting products and lighting solutions. This includes Holders
Components UK and Germany, NRGstar UK, and Opteon Germany (closed in 2016).
These operating segments are monitored and strategic decisions are made based on segment operating results.
Segment information can be analysed as follows for the reporting periods under review:
PCB
LED
Other
Total
2016
£’000
8,336
(6,484)
1,852
(288)
(1,498)
Revenue
Cost of sales
Gross profit
Distribution costs
Administrative
expenses
Restructuring costs
Impairment costs
Other operating
income/(expenses)
Segment operating
loss
Other segmental information
Depreciation
(Note 13)
Segment assets
Segment liabilities
7,669
(3,126)
(116)
-
49
(1)
66
2016
£’000
2015
£’000
2015
£’000
2,891
(1,945)
946
(92)
(904)
-
-
2015
£’000
8,304
(6,451)
1,853
(272)
(1,707)
-
-
98
(28)
2016
£’000
3,044
(2,055)
989
(111)
(1,161)
(67)
-
8
(342)
-
-
-
-
(90)
-
-
24
(26)
59
(31)
2016
£’000
11,380
(8,539)
2,841
(399)
(2,749)
(183)
-
116
(374)
2015
£’000
11,195
(8,396)
2,799
(364)
(2,652)
-
(25)
91
(151)
-
-
-
-
(41)
-
(25)
(31)
(97)
73
6
5
2
8
74
86
6,509
(1,970)
2,389
(3,677)
1,427
(2,172)
(4,395)
5,000
(2,686)
2,762
5,663
(1,803)
5,250
(1,380)
“Other” amounts relate to central Group activities, which are not identifiable to the operating segments.
Holders Technology plc | Annual Report & Accounts 2016 25
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
5. Segment reporting (continued)
Analysis of external revenue by geographic region
UK
2016
£’000
2015
£’000
Rest of Europe
2016
£’000
2015
£’000
Asia
2016
£’000
2015
£’000
Total
2016
£’000
2015
£’000
Revenue - PCB
- LED
-
-
-
-
Non-current assets
External revenue is allocated to regions based on where it originates from.
No customer contributed more than 10% of external revenue.
6,269
1,382
7,651
443
6,942
1,257
8,199
187
1,394
1,787
3,181
540
1,886
1,509
3,395
221
6. Finance income and expenses
Interest on bank deposits
Interest on loans, overdrafts and pension liability
7. Profit for the year
The following items have been included in arriving at the profit for the year:
Costs of inventories recognised as an expense
Write-down of inventory to net realisable value
Depreciation of property, plant and equipment (note 13)
Fees payable to the company’s auditors for the audit of the
financial statements
Fees payable to the company’s auditors for other services:
- Audit of the financial statements of the company’s subsidiaries
pursuant to legislation
- Audit related assurance services
- Tax compliance services
- Tax advisory services
Operating leases - land and buildings
Operating leases – motor vehicles
Exchange profit
Restructuring costs
Impairment of investment in Joint Venture
149
-
149
(5)
8,336
3,044
11,380
727
8,304
2,891
11,195
659
2016
£’000
3
(7)
2016
£’000
8,255
79
74
18
27
2
8
9
136
26
(94)
183
-
2015
£’000
1
(16)
2015
£’000
8,049
49
86
12
32
-
10
-
123
57
(83)
-
25
Holders Technology plc | Annual Report & Accounts 2016 26
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
8. Taxation
Analysis of the charge in the period
Current tax
- Current period
- Adjustments in respect of prior periods
Deferred tax (note 21)
Total tax
2016
£’000
-
17
17
-
17
2015
£’000
6
179
185
10
195
Tax reconciliation
The tax for the period is higher (2015: higher) than the standard rate of corporation tax in the UK, effectively
20.00% (2015: 20.00%) for the company’s financial year. The differences are explained below:
Loss before taxation
Loss before taxation multiplied by the rate of corporation tax in the
UK of 20.00% (2015: 20.00%)
Effects of:
Differences between capital allowances and depreciation
Adjustments in respect of prior years
Taxation losses
Other temporary differences
Taxation
2016
£’000
(378)
(76)
-
17
64
12
17
2015
£’000
(166)
(33)
4
176
35
13
195
9. Profit of the parent company for the financial year
The result for the financial year dealt with in the accounts of the parent company was a profit of £17,000 (2015
profit: £138,000).
As permitted by Section 408 of the Companies Act 2006, no separate income statement is presented in respect of
the parent company.
10. Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding during the period. The weighted average number of
treasury shares is deducted from the number of shares issued in arriving at the weighted average number of shares
outstanding during the period.
For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume
conversion of all potentially dilutive ordinary shares. Potentially dilutive ordinary shares are those share options
granted to employees where the exercise price is less than the average market price of the company’s ordinary
shares during the period, and where exercise would decrease earnings per share or increase loss per share from
continuing operations. There was no earnings dilution calculated in 2016 or 2015 as losses were recorded by the
Group.
Holders Technology plc | Annual Report & Accounts 2016 27
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
10. Earnings per share (continued)
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out
below:
Weighted average number of ordinary shares
Dilutive effect of share options
Fully diluted weighted average number of ordinary shares
Basic (loss)/ earnings per share:
Diluted (loss)/ earnings per share:
11. Ordinary dividends
Final dividend for the year ended 30 November 2015 of 0.25p
(year ended 30 November 2014 final dividend: 0.25p)
Interim dividend paid in respect of the year of 0.25p (2015:
0.25p)
Amounts recognised as distributions to equity holders
2016
Number
4,063,813
-
4,063,813
2015
Number
3,939,551
-
3,939,551
2016
Pence per share
(9.72)
(9.72)
2015
Pence per share
(9.16)
(9.16)
2016
£’000
10
10
20
2015
£’000
10
10
20
The directors propose a final dividend in respect of the year ended 30 November 2016 of 0.25p per share. If
approved by shareholders, it will be paid on 23 May 2017 to shareholders registered on 5 May 2017.
12. Goodwill
Group
Cost
At 1 December
Currency translation
At 30 November
Analysis by cash generating unit
PCB
LED
2016
£’000
316
2
318
£’000
146
172
318
2015
£’000
318
(2)
316
£’000
144
172
316
As permitted by IFRS 1, goodwill arising on acquisitions before 1 December 2005 (date of transition to IFRS) has
been frozen at the UK GAAP amounts subject to being tested for impairment at that date, the results of which
assessment indicated no such impairment.
Under UK GAAP, goodwill of £239,000 arising on acquisitions prior to 1 July 1998 was eliminated directly against
reserves. The gain or loss on the disposal of a previously acquired business reflects the attributable amount of
purchased goodwill in respect of that business. As the Group has opted not to restate business combinations
Holders Technology plc | Annual Report & Accounts 2016 28
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
12. Goodwill (continued)
prior to the date of transition, the goodwill written off to reserves under UK GAAP has been frozen and remains
in reserves. Goodwill previously written off to reserves is not written back to the income statement on subsequent
disposal.
The recoverable amount of a cash-generating unit is based on its value-in-use. Value-in-use is the present value
of the projected cash flows of the cash-generating unit (CGU). The key assumptions regarding the value-in-use
calculations are those regarding the discount rates and growth rates. Management estimates discount rates using
pre-tax rates that reflect current market assessments of a number of factors that impact on the time value of
money and any risk specific to the CGU. The rate includes management’s assessment of a normal level of debt:
equity ratio within similar companies in its sector and reflects the risks specific to the relevant business segment.
The Group prepares cash flow forecasts based on the most recent financial budgets approved by management,
which cover a two year period. Cash flows for 10 years beyond the budgeted periods are extrapolated using a
growth rate approximating the long term average growth rates for the product sectors concerned. The growth
rates were assessed at 1.5% for Holders Technology Germany (PCB) and 2.5% for Holders Components UK (LED).
The discount rate applied for each CGU was 10.0%.
13. Property, plant, and equipment
Group
Motor
vehicles,
plant and
machinery
and office
equipment
£’000
2,014
193
110
(77)
2,240
1,687
146
74
(67)
1,840
400
327
Short
leasehold
land and
buildings
£’000
92
-
-
-
92
92
-
-
-
92
-
-
Company
Office
equipment
£’000
Total
£’000
57
-
4
-
61
53
-
2
-
55
6
4
57
-
4
-
61
53
-
2
-
55
6
4
Total
£’000
2,106
193
110
(77)
2,332
1,779
146
74
(67)
1,932
400
327
Cost
At 30 November 2015
Currency translation
Additions
Disposals
At 30 November 2016
Depreciation
At 30 November 2015
Currency translation
Provided in year
Disposals
At 30 November 2016
Net book value
At 30 November 2016
At 30 November 2015
Holders Technology plc | Annual Report & Accounts 2016 29
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
14. Investments in subsidiaries
Cost
At 1 December 2014
At 1 December 2015
At 30 November 2016
Shares
£’000
771
771
771
Loans
£’000
1,520
1,520
1,520
Total
£’000
2,291
2,291
2,291
The following were subsidiary undertakings at the end of the year and have all been included in the consolidated
financial statements.
Name
Holders Technology GmbH
Country of incorporation
and operation
Germany
Holders Technology UK
Limited
Holders Components Limited England and Wales
England and Wales
Opteon Limited
England and Wales
Nature of business
Specialised materials and
components
Specialised materials and
components
Dormant
Dormant
Interest in ordinary
shares and voting rights
100%
100%
100%
100%
15. Investment in Joint Venture
In April 2007, the company formed a joint venture called Holders Technology (India) Private Limited, based in
Mysore, India to service the Indian market. At 30 November 2015, Holders Technology plc owned 60% of the Joint
Venture. The Indian investment was disposed of on 12 December 2015. Disposal proceeds were INR5,000,000
(approximately £50,000) and the net assets at that time were £75,000, leading to a loss on disposal of £25,000.
An impairment charge of £25,000 was recognised in the Group accounts at 30 November 2015.
Cost
Investment at 30 November
16. Inventories
Raw materials and consumables
Goods for resale
Company
2016
£’000
-
2015
£’000
15
Group
Company
2016
£’000
1,076
1,289
2,365
2015
£’000
1,164
1,369
2,533
2016
£’000
-
-
-
2015
£’000
-
-
-
Holders Technology plc | Annual Report & Accounts 2016 30
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
17. Trade and other receivables
Trade receivables
Less: provision for impairment
Net trade receivables
Amounts due from Group
undertakings
Other receivables
Prepayments and accrued income
Group
Company
2016
£’000
1,417
(9)
1,408
-
163
219
1,790
2015
£’000
1,339
(24)
1,315
-
84
157
1,556
2016
£’000
-
-
-
561
19
12
592
2015
£’000
-
-
-
188
229
16
433
All trade receivables that are more than 365 days overdue have been provided for except where monies have
been received after the reporting date. The Group also provides for all other specifically identified amounts that
are less than 365 days overdue based on known impairment indicators including known trading difficulties. The
table below shows the movements in the provision for impairment of trade receivables:
Group
Impairment at 1 December
Currency translation
Impairment losses recognised
Amounts written off as irrecoverable
Amounts recovered
Impairment losses reversed
Balance 30 November
Ageing of past due unimpaired debt:
Past due 0-30 days
Past due 31-60 days
Past due 61-90 days
Past due 91-365 days
Past due > 365 days
18. Trade and other payables
Trade payables
Amounts due to Group undertakings
Other taxation and social security
Other payables
Accruals
2016
£’000
24
-
14
(11)
-
(18)
9
2016
£’000
299
56
33
3
-
391
Group
Company
2016
£’000
600
-
239
111
507
1,457
2015
£’000
310
-
185
70
410
975
2016
£’000
14
558
-
-
39
611
2015
£’000
53
(3)
7
-
-
(33)
24
2015
£’000
270
28
8
8
-
314
2015
£’000
5
573
-
-
49
627
Holders Technology plc | Annual Report & Accounts 2016 31
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
19. Financial instruments
a) The carrying amount and fair value of financial assets and liabilities at 30 November
Financial assets
Cash and cash equivalents
Trade and other receivables
Loans and receivables at fair value
Financial liabilities
Trade and other payables
Financial liabilities at amortised cost
Derivatives
Liabilities at fair value through profit
and loss
Net financial assets
Group
2016
£’000
781
1,571
2,352
1,218
1,218
-
-
1,134
2015
£’000
443
1,399
1,842
790
790
-
-
1,052
Company
2016
£’000
2015
£’000
318
180
498
53
53
-
-
445
25
217
242
54
54
-
-
188
The carrying value of the Group’s financial assets and liabilities are considered to approximate their respective fair
values.
b) Interest rate and currency profile of financial assets and liabilities
Currency profiles of the Group’s financial assets and liabilities are set out below:
Group
Financial
liabilities
£’000
283
694
241
1,218
225
389
167
9
790
Net financial
assets /
(liabilities)
£’000
726
342
66
1,134
696
335
(33)
54
1,052
Company
Financial
liabilities
£’000
47
6
-
53
52
2
-
-
54
Net financial
assets /
(liabilities)
£’000
248
197
-
445
(36)
224
-
-
188
Financial
assets
£’000
295
203
-
498
16
226
-
-
242
Financial
assets
£’000
1,009
1,036
307
2,352
921
724
134
63
1,842
Sterling
Euro
US dollar
At 30 November 2016
Sterling
Euro
US dollar
Indian rupee
At 30 November 2015
All the Group’s financial assets and liabilities are non-interest bearing or have floating interest rates. There are no
fixed rate financial assets. Floating rate financial assets earn interest at rates based on local bank deposit rates.
Floating rate financial liabilities bear interest at rates based on the Bank of England Base Rate or relevant national
equivalents.
Holders Technology plc | Annual Report & Accounts 2016 32
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
19. Financial instruments (continued)
c) Currency profile of net foreign currency monetary assets and liabilities
The table below shows the net monetary assets/(liabilities) of the Group that are not denominated in the
functional currency of the operating unit and which therefore give rise to exchange gains and losses in the income
statement.
Group Company
Euro
US
dollar
Indian
rupee
Total
Euro
US
dollar
£’000
£’000
£’000
£’000
£’000
£’000
Sterling
At 30 November 2016
Sterling
342
66
-
408
289
At 30 November 2015
335
(33)
54
356
224
-
-
Total
£’000
289
224
d) Market risk: objectives, policies, and strategies
The Group’s interest rate risks, liquidity risks and currency risks are managed centrally within policies approved by
the board.
No mitigation of interest rates using interest rate swaps has been undertaken. The net interest receivable for the
year was nil compared to nil receivable last year. No speculative transactions are undertaken. At present, there is
no policy to mitigate the Group’s currency exposures arising from the profit translation or the effect of exchange
rate movements on the Group’s overseas net assets.
e) Market risk: sensitivities
A sensitivity analysis for financial assets and liabilities affected by market risk is set out below. Each risk is analysed
separately and shows the sensitivity of financial assets and liabilities when a certain parameter is changed. The
sensitivity analysis has been performed on balances at 30 November each year and therefore is not representative
of transactions throughout the year. The rates used are based on historical trends and, where relevant, projected
forecasts.
(i) Currencies
The Group is exposed to currency risk in relation to the value of its financial assets and liabilities that are
denominated in currencies other than sterling (see note 19(b) above), arising from fluctuations in exchange rates.
The table below shows the impact on the value of the Group’s reported net financial assets at 30 November of
exchange rates either strengthening or weakening by 10 per cent against sterling and the impact this would have
on the reported profit or loss and equity. The Group’s reported profit is not materially impacted by the effect of
changes in exchange rates on the value of its net financial assets, but equity would be £191,000 lower if sterling
strengthened by 10 per cent and £191,000 higher if sterling weakened by 10 per cent.
Holders Technology plc | Annual Report & Accounts 2016 33
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
19. Financial instruments (continued)
Group
2016
Effect of sterling strengthening
by 10%
Net financial assets/(liabilities)
Denominated in sterling
Not denominated in sterling
Net financial assets
As
reported
£’000
726
413
1,139
Rate
+10%
£’000
-
(37)
(37)
Profit
£’000
-
34
34
Equity
£’000
-
(191)
(191)
Rate
-10%
£’000
-
45
45
Effect of sterling weakening by
10%
Profit
£’000
-
(34)
(34)
Equity
£’000
-
191
191
Effect of sterling strengthening by
10%
Effect of sterling weakening by
10%
2015
Net financial assets/(liabilities)
Denominated in sterling
Not denominated in sterling
Net financial assets
As
reported
£’000
696
356
1,052
Rate
+10%
£’000
-
(32)
(32)
Profit
£’000
-
10
10
Equity
£’000
-
(174)
(174)
Rate
-10%
£’000
-
40
40
Profit
£’000
-
(10)
(10)
Equity
£’000
-
174
174
Company
2016
Effect of sterling strengthening
by 10%
Effect of sterling weakening by
10%
Net financial assets/(liabilities)
As
reported
£’000
Rate
+10%
£’000
Profit
£’000
Equity
£’000
Denominated in sterling
Not denominated in sterling
Net financial assets
289
156
445
-
(26)
(26)
-
(26)
(26)
-
-
-
Rate
-10%
£’000
-
(32)
(32)
Profit
£’000
Equity
£’000
-
(32)
(32)
-
-
-
Effect of sterling strengthening by
Effect of sterling weakening by
2015
Net financial assets/(liabilities)
Denominated in sterling
Not denominated in sterling
Net financial assets
As
reported
£’000
(36)
224
188
Rate
+10%
£’000
-
(20)
(20)
10%
Profit
£’000
-
(20)
(20)
Equity
£’000
-
-
-
Rate
-10%
£’000
-
(25)
(25)
10%
Profit
£’000
-
(25)
(25)
Equity
£’000
-
-
-
Holders Technology plc | Annual Report & Accounts 2016 34
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
19. Financial instruments (continued)
(ii) Interest rates
Changes in market interest rates expose the Group to the risk of fluctuations in the cash flow relating to its financial
assets and liabilities that attract interest at floating rates (see note 20(b)). Based upon the interest rate profile of
the Group’s financial assets and liabilities as at both 30 November 2016 and 30 November 2015, there would be
no material impact of a one percentage point change in the market interest rates on the Group’s profit and equity.
f) Liquidity risk
The Group monitors its liquidity to maintain a sufficient level of undrawn debt facilities together with central
management of the Group’s cash resources to minimise liquidity risk. All the trade and other payables at 30
November 2016 amounting to £1,218,000 (2015: £790,000) are payable within three months.
Borrowing facilities
The Group has various borrowing facilities available to it. The unutilised portion of the facilities at 30 November
2016 amounted to £100,000 (2015: £100,000).
g) Credit risk
Group policies are aimed at minimising losses due to customer payment default. Deferred payment terms are only
granted to those customers who satisfy creditworthiness criteria and individual exposures to customers are
monitored. Where possible, operations purchase credit insurance.
The maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region
is as follows:
UK
Rest of Europe
Asia
At 30 November
Group
Company
2016
£’000
752
819
-
1,580
2015
£’000
709
679
35
1,423
2016
£’000
400
161
-
561
2015
£’000
188
-
-
188
Holders Technology plc | Annual Report & Accounts 2016 35
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
19. Financial instruments (continued)
h) Capital risk
The Group’s primary objective is to ensure its continued ability to provide a consistent return for its equity
shareholders through a combination of capital growth and proposed dividend policy. It aims to minimise any
capital risk by maintaining a conservative financing structure. The board’s current policy is to use the Group’s cash
resources for any capital requirements and, where necessary, by adjustment to the amount of dividends paid to
shareholders.
i) Exchange rate instruments
The Group held forward exchange contracts with a contracted value of £943,000 at 30 November 2016 (2015:
£27,000). When appropriate during the year, contracts were taken out to mitigate trade payables denominated
in foreign currencies. The fair value of these instruments was minus £1,000 (2015: £nil).
20. Retirement benefit liability
Group
At 1 December 2014
Currency translation
Change in actuarial assumptions
Utilised
At 1 December 2015
Currency translation
Change in actuarial assumptions
Utilised
At 30 November 2016
Retirement benefit liability
£’000
201
(14)
(16)
10
181
24
20
(6)
219
The retirement benefit liability arose from the 2002 acquisition of assets by Holders Technology GmbH from
Cimatec GmbH. Following the bankruptcy of Cimatec GmbH, a German court determined that Cimatec’s pension
obligation to one former Cimatec employee must be met by Holders Technology GmbH. The provision represents
the estimated net present value of the liability to pay an annuity to that employee upon retirement, which began
in 2008. No other Holders Technology employees have any retirement benefit rights from their previous
employment at Cimatec.
Holders Technology plc | Annual Report & Accounts 2016 36
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
21. Deferred tax
Deferred tax is calculated in full on temporary differences under the liability method using tax rates of 20.0% to
30.0% (2015: 20.0% to 30.0%).
The movement on the deferred tax asset account is as shown below:
At 1 December – net deferred tax assets
Income statement credit/(charge)
At 30 November
Group
Company
2016
£’000
5
(1)
4
2015
£’000
15
(10)
5
2016
£’000
-
-
-
2015
£’000
-
-
-
The movements in deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction
as permitted by IAS 12) during the period are shown below:
Deferred tax assets
Group
At 1 December 2014
(Charged)/credited to income statement
At 30 November 2015
(Charged)/credited to income statement
At 30 November 2016
Pension
liability
£’000
35
(19)
16
(7)
9
Total
£’000
35
(19)
16
(7)
9
At the year end the amount of temporary differences associated with the undistributed earnings of overseas
subsidiaries for which deferred tax liabilities had not been recognised was insignificant.
Deferred tax assets are only recognised where in the Directors’ opinion there is a reasonable expectation of the
tax asset being realised. Assets are recognised based on business forecasts and the local tax environment.
Holders Technology plc | Annual Report & Accounts 2016 37
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
21. Deferred tax (continued)
Deferred tax liabilities
Group
At 1 December 2014
Transfer from income statement
At 30 November 2015
Transfer from income statement
At 30 November 2016
Deferred tax liabilities
Company
At 1 December 2014
Credited to income statement
At 30 November 2015
At 30 November 2016
The Company had no deferred tax assets.
22. Share Capital
Accelerated
capital
allowances
£’000
20
(9)
11
(6)
5
Accelerated
capital
allowances
£’000
1
(1)
-
-
Authorised
6,000,000 ordinary shares of 10p each (2015: 6,000,000)
Allotted and fully paid ordinary shares of 10p each
At 30 November 2015 and 30 November 2016
2016
£’000
600
2015
£’000
600
Number
of shares
Number
of shares
4,159,551
4,159,551
Holders Technology plc | Annual Report & Accounts 2016 38
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
23. Employees and staff costs
Group
Company
Wages and salaries
Social security costs
Other pension costs
Share based payments
2016
£’000
1,960
336
69
-
2,365
2015
£’000
1,788
295
79
(17)
2,145
Average monthly number of permanent employees, including executive directors:
Group
Administration and sales
Service and fabrication
Part-time
2016
£’000
172
17
50
-
239
2016
Number
34
29
63
5
68
2015
£’000
250
20
59
(17)
312
2015
Number
38
36
74
4
78
Directors’ remuneration
Directors’ remuneration for the year was as follows:
Company
Basic salary fees, bonuses
and expenses
Benefits in
kind
Total emoluments
R W Weinreich (Chairman)
V M Blaisdell
D A Mahony
P K I Geraghty
£’000
15
78
17
70
180
£’000
4
-
-
2
6
2016
£’000
19
78
17
72
186
Pension entitlement
Directors are entitled to receive their remuneration either as salary or as pension contributions.
Pension contributions to directors’ personal pension schemes are as follows:
Pension Contributions
V M Blaisdell
P K I Geraghty
2016
£’000
22
28
50
2015
£’000
27
70
23
65
185
2015
£’000
22
26
48
Holders Technology plc | Annual Report & Accounts 2016 39
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
23. Employees and staff costs (continued)
Directors’ shareholdings
The shareholdings of those serving at the end of the year were as follows:
R W Weinreich
D A Mahony
V M Blaisdell
Ordinary shares
2016
1,871,202
20,000
34,102
2015
1,851,202
20,000
34,102
The shareholdings are all beneficial. Mr R. Weinreich purchased 20,000 ordinary shares on 20 May 2016.
Directors’ interests in share options
At start of
year or on
date of
appointment
12,500
25,000
46,598
38,444
47,000
37,500
207,042
No. of options
granted /
(exercised)
during year
-
-
-
-
-
-
-
V M Blaisdell
V M Blaisdell
V M Blaisdell
P K I Geraghty
V M Blaisdell
P K I Geraghty
No. of options
lapsed during
the year
At end of
year
Exercise
price
Expiry date
Date from
which
exercisable
12,500
-
46,598
38,444
-
-
97,542
-
25,000
-
-
47,000
37,500
109,500
93.5p
123.18p
10.0p
10.0p
10.0p
10.0p
28/05/13
21/07/14
26/03/15
26/03/15
02/05/16
02/05/16
27/05/16
21/07/17
26/03/16
26/03/16
02/05/17
02/05/17
The share price at 30 November 2016 was 32.5p (2015: 30.0p) whilst during the year the high and low prices were
33.5p and 22.5p.
In respect of the options first exercisable up to 21 July 2014, no option may be exercised unless there is (as shown
by the audited accounts) an increase in the fully diluted earnings per share for the financial year immediately prior
to the date of exercise compared with the highest earnings per share figure for the three preceding years unless
the board in its absolute discretion decides otherwise.
For options first exercisable on 2 May 2016, no option may be exercised unless the share price exceeds 127.0p
after 3 years.
Key management compensation
Group
Short-term employee benefits
Post-employment benefits
Termination benefits
Share-based payments
Key management includes Directors and senior executives.
2016
£’000
548
63
-
-
611
2015
£’000
546
61
-
3
610
Holders Technology plc | Annual Report & Accounts 2016 40
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
23. Employees and staff costs (continued)
Total share options in issue
Total options in issue 1 December
Issued during year
Lapsed
Forfeited
Leavers
Total options in issue 30 November
2016
No
331,875
-
(192,203)
-
-
139,672
2015
No
364,375
-
(32,500)
-
-
331,875
At the year-end 109,500 share options were exercisable and 30,172 share options were outstanding.
24. Financial commitments
Capital commitments
There were no capital expenditure commitments at 30 November 2016 (2015: nil).
Operating lease commitments
The Group leases various offices and warehouses under non-cancellable operating lease agreements. The lease
terms are between 1 and 5 years. The majority of lease agreements are renewable at the end of the lease period
at market rate. Total aggregate minimum lease payments under non-cancellable operating leases were:
Land and buildings
- No later than one year
- Later than one year and no later than five years
- Later than 5 years
Motor vehicles, plant and machinery
- No later than one year
- Later than one year and no later than five years
Other equipment
- No later than one year
- Later than one year and no later than five years
25. Share based payments
2016
£’000
2015
£’000
185
673
-
14
27
-
-
161
618
10
20
35
-
-
The Company operates a share option scheme under which options are exercisable at a price equal to the average
quotation of a share as derived from the AIM appendix of the Daily Official List of the London Stock Exchange for
the five dealing days immediately preceding the date of grant, subject to relevant performance criteria, as
described in note 23, being satisfied. The normal minimum vesting period is three years.
Options to subscribe for ordinary shares of 10p each are as follows:
Subscription
Price
93.5p
123.18p
117.15p
70.0p
63.8p
28 May 2013 to 27 May 2016
21 July 2014 to 20 July 2017
26 Mar 2015 to 25 Mar 2016
2 May 2016 to 1 May 2017
28 March 2017 to 27 March 2018
2015
12,500
25,000
179,703
84,500
30,172
2016
-
25,000
-
84,500
30,172
Dates when exercisable
Number of shares
Holders Technology plc | Annual Report & Accounts 2016 41
FINANCIAL STATEMENTS
Notes to the financial statements (continued)
25. Share based payments (continued)
The estimated fair values were calculated using the option pricing model with the following inputs:
Grant date
Share price at date of grant
Exercise price
No. of employees
Shares under option
Vesting period (years)
Expected volatility
Option life (years)
Expected life (years)
Risk free rates
Expected dividends
Possibility of ceasing employment before vesting
Expectations of meeting performance criteria
Fair value of option
28 March
2014
58.00
63.80
1
30,172
3
22%
3
3.5
0.62%
4.0%
27.0%
75%
7p
2 May
2013
70.00
77.00
2
84,500
3
22%
3
3.5
1.03%
4.8%
25.0%
75%
13p
21 July
2011
123.18
135.5
1
25,000
3
22%
3
3.5
1.03%
4.8%
25.0%
75%
13p
The expected volatility is based on historical volatility over the expected life period. The expected life is the
average expected period to exercise based on historical experience and the terms of the scheme. The risk free
return is the yield on zero-coupon UK government bonds of a term consistent with the assumed option life.
The Group recognised nil charge (2015: charge of £3,000) related to equity-settled share-based payment
transactions during the year.
26. Related party transactions
Group
Transactions between the company and its subsidiaries, which are related parties, have been eliminated on
consolidation and are not disclosed.
Dividends were paid to directors as follows:
R W Weinreich
D A Mahony
V M Blaisdell
2016
£’000
9
-
-
9
Company
The company carried out the following transactions with its subsidiaries and joint venture:
Consultancy fees charged to subsidiaries and joint venture
Interest on short term loans
2016
£’000
284
14
2015
£’000
9
-
-
9
2015
£’000
452
13
Holders Technology plc | Annual Report & Accounts 2016 42
AGM
Notice of annual general meeting
Notice is hereby given that the Annual General Meeting of Holders Technology plc (the "Company") will be held at the
offices of Grant Thornton UK LLP, Churchill House, 26-30 Upper Marlborough Street, St. Albans, Hertfordshire AL1 3UU
on 24 April 2017 at 11.30 a.m. for the following purposes:
Ordinary business
1.
2.
3.
4.
5.
6.
To receive and adopt the accounts of the Company together with the directors’ and auditors’ reports thereon
for the year ended 30 November 2016.
To declare a final dividend in respect of the year ended 30 November 2016.
To re-elect V Blaisdell as a director.
To re-elect D Mahony as a director.
To appoint T Bray as a director.
To re-appoint Grant Thornton UK LLP as auditors and to authorise the directors to fix their remuneration.
Special business
To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:
7.
That, in substitution for any equivalent authorities and powers granted to the directors prior to the passing of
this resolution, the directors be and they are generally and unconditionally authorised pursuant to Section 551
of the Act to exercise all powers of the Company to allot shares in the Company, and grant rights to subscribe
for or to convert any security into shares of the Company (such shares, and rights to subscribe for or to convert
any security into shares of the Company being "relevant securities") up to an aggregate nominal amount of
£138,651.70, provided that, unless previously revoked, varied or extended, this authority shall expire on the
conclusion of the Annual General Meeting of the Company to be held in 2018, except that the Company may
at any time before such expiry make an offer or agreement which would or might require relevant securities
to be allotted after such expiry and the directors may allot relevant securities in pursuance of such an offer or
agreement as if this authority had not expired.
To consider and, if thought fit, pass the following resolutions as Special Resolutions:
8.
That the directors be and they are empowered pursuant to Section 570(1) of the Act to allot equity securities
(as defined in Section 560(1) of the Act) of the Company wholly for cash pursuant to the authority of the
directors under Section 551 of the Act conferred by resolution 6 above, and/or by way of a sale of treasury
shares (by virtue of Section 573 of the Act), in each case as if Section 561(1) of the Act did not apply to such
allotment, provided that:
(a)
the power conferred by this resolution shall be limited to:
(i)
the allotment of equity securities in connection with an offer of equity securities to the holders
of ordinary shares in the capital of the Company in proportion as nearly as practicable to their
respective holdings of such shares, but subject to such exclusions or other arrangements as
the directors may deem necessary or expedient to deal with fractional entitlements or legal or
practical problems arising under the laws or requirements of any overseas territory or by virtue
of shares being represented by depository receipts or the requirements of any regulatory body
or stock exchange or any other matter whatsoever; and
Holders Technology plc | Annual Report & Accounts 2016 43
AGM
Notice of annual general meeting (continued)
(ii)
the allotment, otherwise than pursuant to sub-paragraph (i) above, of equity securities up to
an aggregate nominal value equal to £20,797.80; and
(b)
unless previously revoked, varied or extended, this power shall expire on the conclusion of the Annual
General Meeting of the Company to be held in 2018 except that the Company may before the expiry
of this power make an offer or agreement which would or might require equity securities to be allotted
after such expiry and the directors may allot equity securities in pursuance of such an offer or
agreement as if this power had not expired.
9.
That the Company be and it is hereby generally and unconditionally authorised to make market purchases
(within the meaning of Section 693(4) of the Act) of Ordinary Shares of 10p each in the capital of the Company
(“Ordinary Shares”) provided that:
(a)
the maximum number of Ordinary Shares hereby authorised to be purchased is 415,955 (representing
10 per cent of the issued share capital of the Company, excluding treasury shares);
(b)
the minimum price which may be paid for each Ordinary Share is 10p (nominal value);
(c)
(d)
(e)
the maximum price which may be paid for each ordinary share is an amount equal to 105 per cent of
the average of the middle market quotations for an ordinary share as derived from The London Stock
Exchange for the five business days immediately preceding the day on which the Ordinary Shares are
purchased;
the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of
the Company to be held in 2018, unless such authority is renewed prior to such time; and
the Company may make a contract to purchase its ordinary shares under the authority hereby
conferred prior to the expiry of such authority, which will or may be executed wholly or partially after
the expiry of such authority, and may purchase its Ordinary Shares in pursuance of any such contract.
By order of the board
Paul Geraghty
Secretary
16 February 2017
Registered Office:
27-28 Eastcastle Street, London W1W 8DH
Holders Technology plc | Annual Report & Accounts 2016 44
AGM
Notice of annual general meeting (continued)
Notes
1.
2.
3.
4.
5.
6.
A member who is entitled to attend, speak and vote may appoint a proxy to attend, speak and vote instead of
him.
A proxy need not also be a member of the Company but must attend the meeting in order to represent his
appointer. A member may appoint more than one proxy provided each proxy is appointed to exercise rights
attached to different shares (so a member must have more than one share to be able to appoint more than
one proxy). A form of proxy will shortly be sent to all members. The notes to the form of proxy include
instructions on how to appoint the Chairman of the meeting or another person as proxy. To be effective,
forms of proxy must be duly completed and returned so as to reach Neville Registrars, Neville House, 18 Laurel
Lane, Halesowen, West Midlands, B63 3DA not less than 48 hours (excluding non-working days) before the
time appointed for the meeting, or adjourned meeting, as the case may be.
Only those shareholders registered in the register of members of the Company as at 6 p.m. on Thursday 20
April 2017 shall be entitled to attend and vote at the meeting in respect of the number of shares registered in
their name at that time. Changes to entries on the relevant register of securities after 6 p.m. on Thursday 20
April 2017 shall be disregarded in determining the rights of any person to attend and vote at the meeting.
As at 16 February 2017 (being the latest practicable date prior to the publication of this notice of annual
general meeting) the Company’s issued share capital consists of 4,159,551 ordinary shares carrying one vote
each. The total voting rights in the Company as at 16 February 2017 are 4,159,551.
To appoint a proxy or to amend an instruction to a previously appointed proxy via the CREST system, the CREST
message must be received by the issuer's agent (ID 7RA11) by 11.30 a.m. on Thursday 20 April 2017. For this
purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the
message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message. After
this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy
by other means. CREST should be communicated to the proxy by other means. CREST Personal Members or
other CREST sponsor or voting service provider(s) should contact their CREST sponsor or voting service
provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures,
limitations and system timings, please refer to the CREST Manual. We may treat as invalid a proxy appointment
sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations
2001.
The following documents are available for inspection at the registered office of the Company during the usual
business hours on any weekday (Saturday, Sunday or public holidays excluded) from the date of this notice
until the conclusion of the annual general meeting and will also be available for inspection at the place of the
meeting from 11.15 a.m. on the day of the meeting until its conclusion:
copies of the executive directors' service contracts with the Company and any of its subsidiary
undertakings and letters of appointment of the Non-Executive Director.
Holders Technology plc | Annual Report & Accounts 2016 45
AGM
Five year summary
Group revenue – continuing
Group revenue – discontinued
Gross profit
Distribution costs
Administrative expenses
Restructuring costs and impairment
charges
Other operating income
2016
2015
2014
2013
£’000
11,380
£’000
11,195
£’000
13,478
2,841
(399)
(2,749)
(183)
2,799
(364)
(2,652)
(25)
3,254
(414)
(3,167)
(67)
£’000
14,265
990
3,467
(381)
(3,049)
-
2012
Restated
£'000
13,631
1,974
3,584
(376)
(3,275)
-
116
91
37
68
11
Group operating (loss)/ profit
Finance income
Finance expenses
(374)
3
(7)
(151)
1
(16)
(357)
2
(7)
(Loss)/ profit before taxation
(378)
(166)
(362)
Taxation
(17)
(195)
(11)
105
4
(12)
97
(24)
(56)
1
(13)
(68)
(43)
Profit after tax
(395)
(361)
(373)
73
(111)
Earnings per share – continuing
business
Earnings per share – basic
Earnings per share - diluted
Dividends per share in respect of each
year
Equity attributable to shareholders of
the parent
(9.72p)
(9.72p)
(9.16p)
(9.16p)
(9.47p)
(9.47p)
1.85p
1.78p
(2.82p)
(2.82p)
0.50p
0.50p
1.25p
2.0p
2.0p
3,860
3,870
4,494
5,053
5,192
Holders Technology plc | Annual Report & Accounts 2016 46