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Annual Reports & Accounts 2011<br />

<strong>Thomas</strong> <strong>Vale</strong> Group plc


Annual Reports & Accounts 2011<br />

<strong>Thomas</strong> <strong>Vale</strong> Group plc


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Contents 05<br />

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.................................................................................................................................................................................................................<br />

GROUP Company Overview<br />

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CORE OPERATING Sectors of Work<br />

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THOMAS VALE GROUP Board of Directors<br />

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CHAIRMAN’S Statement<br />

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GROUP Managing Director’s Overview<br />

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PROVIDING REAL ADDED VALUE for our Clients<br />

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PREPARING THOMAS VALE for the Future<br />

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INDEPENDENT Auditor’s Report<br />

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CONSOLIDATED Profit and Loss Account<br />

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STATEMENT of total recognised gains and losses and consolidated note of historical profit and losses<br />

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CONSOLIDATED Balance Sheet<br />

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CONSOLIDATED Cash Flow Statement<br />

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NOTES forming part of the Financial Statements


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Creating Real Added Value for our Clients 07<br />

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Through a network of regional offices, our expertise is in new<br />

build, refurbishment, fit out and maintenance of facilities with<br />

the education, health, commercial, industrial, retail and allied<br />

sub-sectors for public and private sector. Specialist divisions<br />

also exist within facilities management, restoration and<br />

conservation, public realm and renewable technologies and<br />

sustainable solutions.<br />

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We are one of the largest privately owned specialist housing<br />

construction companies in the Midlands providing mixed<br />

tenure, affordable homes, decent homes and regeneration<br />

schemes. We work in partnership with social housing<br />

providers and other organisations at the cutting edge of urban<br />

regeneration to create sustainable communities.<br />

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We have an ability to undertake a broad range of infrastructure<br />

projects encompassing groundworks, civil engineering<br />

structures, roads, car parking, pedestrianisation and<br />

associated specialist areas such as speed cameras and road<br />

signage. Working for major blue chip and public sector clients<br />

across the Midlands, South and nationally.<br />

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We are able to provide our clients with a clear and defined list<br />

of added value benefits including local employment and<br />

training, lean business improvement, renewable technologies,<br />

Forum Training Centre and local supply chain integration.<br />

Underpinning all that we offer annual corporate strategies<br />

offering demonstratable benefits of targets and achievements.


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

The <strong>Thomas</strong> <strong>Vale</strong> Group of Companies 09<br />

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<strong>Thomas</strong> <strong>Vale</strong> <strong>Construction</strong> has a tradition stretching back over 140 years and is a name with an outstanding<br />

reputation in construction services. New Build Affordable Housing, Decent Homes, Education, Health Care,<br />

Retirement, Sustainable Energy Solutions, Restoration, Conservation, Interiors, Refurbishment and Strategic<br />

Projects form part of <strong>Thomas</strong> <strong>Vale</strong> <strong>Construction</strong>, which provides optimum services across its markets through<br />

traditional procurement processes and framework and partnership contracts. The business operates from core<br />

regional locations across the UK.<br />

Operating from offices in Birmingham and Wolverhampton, Fitzgerald specialises in infrastructure, civil<br />

engineering projects and public realm. Established in 1948, Fitzgerald is today working across the greater<br />

Midlands area and has grown to employ over 200 people from within the surrounding areas. Today’s<br />

Management Team is building on the traditions of flexibility and reliability of service which have been the<br />

cornerstone of the company’s success.<br />

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At the forefront of change in the construction sector, Forum provides practical training and business development<br />

solutions to the <strong>Thomas</strong> <strong>Vale</strong> Group, clients, supply chain and the industry at large, on a wide range of Best<br />

Practice and Business Management concepts. To date, Forum have delivered over 4000 CSCS and NVQ’s<br />

across the Midlands and South and act as a single point of referral for companies in the West Midlands seeking<br />

access to the industry qualifications.


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Our Core Operating Sectors of Work 11


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Business Highlights throughout 2010/11 13


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

<strong>Thomas</strong> <strong>Vale</strong> Group Board of Directors 15<br />

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Mike obtained an honours degree in<br />

economics from Manchester<br />

University. He has had a long and<br />

varied career in construction and its<br />

associated industries holding several<br />

positions in the UK and the USA.<br />

These include Managing Director at<br />

Pioneer Concrete UK and Chief<br />

Executive of Tarmac USA. He<br />

became Non-Executive Chairman of<br />

<strong>Thomas</strong> <strong>Vale</strong> Group in1995 and<br />

appointed Executive Chairman in<br />

2006.<br />

One of Mike's specialisms is the<br />

review and implementation of<br />

strategic business change and<br />

development, which has been<br />

invaluable in driving the Group<br />

forward and for the continuous<br />

development of the company. He<br />

has an in-depth and seasoned<br />

understanding of the key<br />

commercial issues that impact on<br />

the business.<br />

Tony has been Group Managing<br />

Director since April 2008 and has<br />

overall control of all <strong>Thomas</strong> <strong>Vale</strong><br />

Group Companies. His key business<br />

activities include Health Safety and<br />

Welfare, Environmental, Business<br />

Improvement, Business Information<br />

Modelling, Equal Opportunities and<br />

Training.<br />

Tony’s many years in the industry<br />

has given him a wealth knowledge<br />

and experience across all sectors.<br />

Tony has received many accolades<br />

for his contribution to construction<br />

and has worked hard to improve the<br />

way the industry delivers and is<br />

perceived, His social conscience to<br />

support young people, skills training<br />

and those less fortunate drives him<br />

to work closely with the local<br />

community to make a real difference<br />

in the areas in which we work.<br />

David is a Chartered Accountant<br />

and brings to the Group significant<br />

business experience gained in the<br />

construction industry and other<br />

sectors. He joined <strong>Thomas</strong> <strong>Vale</strong> as<br />

Group Finance Director and<br />

company secretary in 2007 and is<br />

responsible for day to day financial<br />

and corporate legal matters and has<br />

over 25 years experience in the<br />

public and private sectors. He<br />

oversees the financial function<br />

across the <strong>Thomas</strong> <strong>Vale</strong> Group of<br />

Companies.<br />

David uses his financial knowledge<br />

and expertise to help aid the financial<br />

development of the businesses<br />

alongside ensuring strict alignment<br />

with the <strong>Thomas</strong> <strong>Vale</strong> Competition<br />

Law Compliance Programme.<br />

Keith joined <strong>Thomas</strong> <strong>Vale</strong> in 1989<br />

as a Quantity Surveyor and has<br />

progressed over the years to<br />

Commercial Director, taking<br />

responsibility for supply chain<br />

activities, Commercial Reports and<br />

aspects of Business. With his<br />

thorough understanding of<br />

<strong>Construction</strong> Contracts and Laws<br />

Keith is responsible for group<br />

insurances, bonds and parent<br />

company guarantees and warranty<br />

provisions.<br />

Keith works closely with our clients<br />

to overcome problems and define<br />

commercially viable solutions for<br />

their businesses, bringing extensive<br />

knowledge of all contractual forms,<br />

construction techniques and<br />

procurement types. He monitors<br />

commercial KPIs, supply chain<br />

activities, commercial reports and<br />

aspects of business.<br />

In 2002, Gary was invited to join<br />

the board of directors and was<br />

previously Director of Strategic<br />

Projects. Gary has been promoted<br />

to <strong>Construction</strong> Director and has an<br />

overall overview of operations across<br />

the business. He has over 20 years<br />

experience within the industry as a<br />

Quantity Surveyor and brings<br />

extensive knowledge to the<br />

company.<br />

Gary now has a strategic overview of<br />

the business; he has responsibility of<br />

key partnerships with both public<br />

and private sector clients managing<br />

some of the largest contracts. With<br />

the increasing use of frameworks,<br />

Gary’s role has developed into<br />

securing and leading many Public<br />

Sector frameworks.<br />

Richard has delivered on a wide<br />

range of schemes, for both Private<br />

and Public Sector Customers,<br />

including working on both local and<br />

national Frameworks. His<br />

commitment to delivery, and<br />

detailed knowledge, is supporting<br />

the traditional and Property<br />

Restoration Solutions divisions<br />

continued expansion alongside their<br />

own newly appointed Divisional<br />

Director.<br />

Richard is responsible for the<br />

management for all traditional<br />

contracts and the Traditional<br />

Projects division undertakes some<br />

£45million per annum including<br />

significant partnerships with local<br />

authorities including Staffordshire<br />

County Council and Worcestershire<br />

County Council.<br />

Nick was appointed as Managing<br />

Director for Fitzgerald Contractors<br />

Ltd after a successful 10 years<br />

working under the ‘City and Interiors’<br />

Aston division of the business and<br />

has delivered several prestigious<br />

projects in both the public and<br />

private sectors, working with blue<br />

chip customers. In 2008 he was<br />

appointed to oversee the growth<br />

and development of the <strong>Thomas</strong><br />

<strong>Vale</strong> Group company.<br />

He has extensive experience of<br />

working on public transport<br />

infrastructure projects and has<br />

worked with major private and public<br />

sector partners to deliver a number<br />

of high profile schemes on time and<br />

within budget.


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Chairman’s Statement 2010/11 17<br />

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1. The <strong>Thomas</strong> <strong>Vale</strong> Team along with our<br />

Partners, scooped 5 awards at the<br />

<strong>Construction</strong> News Quality Awards for<br />

Environmental Project of the Year, Project of<br />

the Year under £10million, Sustainability,<br />

Training and the Judge’s Supreme Award<br />

2. In 2011, we launched our Future Enterprise<br />

Board with rising stars within the business;<br />

their remit extends to shadowing the Main<br />

Board and CSR Board to deliver tangible<br />

benefits for the business and other young<br />

people<br />

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The problematic economic background, of<br />

which I spoke about last year, has seen<br />

some major contractors fail. To date, our<br />

conservative approach to finance and our<br />

ability to work with our Clients to mutual<br />

advantage, has ensured that we have been<br />

able to weather the storm effectively<br />

providing reassurance that we will continue<br />

to deliver projects successfully.<br />

Whilst our geographic home is the wider<br />

Midlands, we are continuing to broaden our<br />

offering across a wider area of the UK,<br />

especially when working in partnership with<br />

our major blue-chip Clients.<br />

Some 70% of our work continues to be<br />

secured through long-term partnerships<br />

with established Clients including<br />

Birmingham City Council, Sandwell MBC,<br />

Staffordshire County Council and<br />

Wolverhampton City Council.<br />

In August 2011, <strong>Thomas</strong> <strong>Vale</strong> became the<br />

only incumbent contractor to be retained by<br />

Birmingham City Council, to realise their aspirations<br />

for a £3billion framework, now<br />

known as Constructing West Midlands,<br />

where we deliver major capital projects for<br />

the city and beyond.<br />

November 2010 saw the beginning of our<br />

partnership with the West Midlands<br />

Contractors’ Framework led by<br />

Worcestershire County Council, which now<br />

sites alongside some thirty eight formalised<br />

partnership arrangements within public and<br />

private bodies across our area of<br />

operations.<br />

Another area of note is Stoke-on-Trent,<br />

where we are playing our part in improving<br />

education and infrastructure across the City.<br />

Work is now well underway with the city’s<br />

Building Schools for the Future programme<br />

where <strong>Thomas</strong> <strong>Vale</strong> are working in a jointventure<br />

consortium to deliver outstanding<br />

new schools while involving and supporting<br />

local people and businesses.<br />

During the year our success as again<br />

recognised by our peers with the company<br />

winning numerous awards for performance<br />

in various areas. At the 2010 <strong>Construction</strong><br />

News Quality Awards we were the major<br />

winner and became the only contractor in<br />

history to have won the Judge’s Supreme<br />

Award three times. In addition, the Midlands<br />

Art Centre in Cannon Hill Park and a project<br />

delivered through the Birmingham<br />

<strong>Construction</strong> Partnership, was named by<br />

RICS Project of the Year, while St Luke’s<br />

Primary School for Wolverhampton City<br />

Council won numerous accolades as the<br />

first UK mainland BREEAM Excellent school.<br />

Internally, we continue to improve our<br />

corporate governance and over the past<br />

year have put in place robust strategies<br />

which further cement our commitment to<br />

localised procurement, environmental<br />

sustainability, training and development and<br />

corporate responsibility.<br />

Our commitment to the communities in<br />

which we work is demonstrated by our<br />

practice of employing, training and working<br />

with our local supply chain partners and this<br />

has resulted in over 4500 qualifications<br />

being awarded through our Forum Training<br />

Centre. We are also active in schools and<br />

community programmes which are<br />

monitored by Business in the Community<br />

and the Considerate Constructors Scheme,<br />

thus ensuring that we remain committed to<br />

those who are affected by our activities<br />

every day.<br />

Our success over the years has been<br />

brought about by the skill and dedication of<br />

our management and employees. Without<br />

their high standards of workmanship and<br />

skill, we could not continue to make<br />

progress and on behalf of the Board I thank<br />

them all.<br />

Finally, I would like to thank our Clients and<br />

Supply Chain Partners for their support and<br />

sometimes forbearance. We will continue to<br />

do our best to provide a service which is<br />

superior to that of our competitors and<br />

which exceeds your expectations.


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Key Highlights Throughout 2010/2011 19<br />

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1. The Midland Arts Centre was crowned Project of the<br />

Year at the 2011 Royal Institute of Chartered Surveyors<br />

Awards, built in with Birmingham City Council.<br />

2. Childrens celebrating at the launch on site of the new<br />

Tipton Green Junior School which <strong>Thomas</strong> <strong>Vale</strong> are<br />

constructing on behalf of Sandwell MBC.<br />

3. Nearing completion, the £38million Woodcock Street<br />

Redevelopment for Birmingham City Council is one of<br />

the most high-profile projects in the UK to date.<br />

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4. In 2011 alone, we raised the awareness of sustainable<br />

build techniques to over 300 public and private sector<br />

Clients across the Midlands.<br />

5. Working in partnership with Bilfinger Berger, 2011 saw<br />

the completion of the first new community and fire<br />

facilities through the Stoke Fire & Rescue PFI.<br />

6. Diversifying our offering to our Clients, we launched our<br />

Facilities Management offering to offer 360 o added<br />

value in both the public and private sectors.


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Managing Directors Statement 2010/11 21<br />

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1. The £38million office redevelopment for<br />

Birmingham City Council where elements of<br />

BIMM was implemented to realise true whole<br />

life costing for our Client<br />

2. Encouraging young people to help to change<br />

the image of construction is critical in<br />

ensuring a secure, promising future<br />

generation for our industry<br />

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So what really is the secret to our success<br />

Easy. Its our people and truly unique culture.<br />

Every single one of our team, strives to<br />

realise and exceed both Client and Business<br />

expectations and our financial results for the<br />

year clearly demonstrate that our formula is<br />

working.<br />

The financial results for the year to 31March<br />

2011 were at record levels for the group.<br />

Turnover broke the £250million barrier with<br />

an increase of 28% on the previous year.<br />

Profit before tax for the year was £3.9million<br />

(last year £3.6million). The Directors took the<br />

opportunity to strengthen the balance sheet<br />

by reorganising its capital structure. As a<br />

result of this exercise the Net Asset Value of<br />

the Group has been significantly increased to<br />

£26.4million (last year £6.8million).<br />

Furthermore, the strong trading performance<br />

has resulted in an 18% increase in the cash<br />

at bank to £21million (last year £17.9million).<br />

The Group has no bank or other borrowings.<br />

The team at <strong>Thomas</strong> <strong>Vale</strong> has never been<br />

happy with delivering the ‘norm’ and have<br />

always aimed to take project delivery to a<br />

different level. Many years ago, our ethos of<br />

partnering was instilled in everything that we<br />

do as a business and many of our industry<br />

competitors have tried to copy or imitate our<br />

model.<br />

This culture, leadership and people, is truly<br />

embedded into our business. The ways in<br />

which <strong>Thomas</strong> <strong>Vale</strong> works today, has taken<br />

decades to refine and we are well ahead of<br />

our competition with our offering.<br />

The implementation of BIM(M) within the<br />

business was well ahead of the Central<br />

Government <strong>Construction</strong> Strategy and<br />

started with our Study Tours to America and<br />

Japan almost 10 years ago. Fast forward to<br />

2011, and we have already implemented<br />

BIMM on 5 major public and private sector<br />

projects - all realising major benefits including<br />

Education and Commercial Office Projects<br />

and currently looking at Retail and Housing.<br />

Again, ahead of the recently published James<br />

Review and the Government Report on<br />

<strong>Construction</strong> Strategy, headed up by Paul<br />

Morrell; we have established several integrated<br />

Supply Chain structures focusing on key<br />

market sectors and sub-market sectors such<br />

as Education, Retail, Commercial, Housing,<br />

Retrofit, Retirement Care and important<br />

sub-sectors such as Passivhaus where we<br />

had excellent results on the UK’s first two<br />

Passivhaus schools for Wolverhampton City<br />

Council.<br />

We are confident that these core integrated<br />

structures using BIM(M), Lean, Business<br />

Improvement Techniques, Standardised<br />

Detailing, Local Specification Pallettes and<br />

with our established Best Practice Procedures<br />

can deliver savings to Clients well ahead of the<br />

figures called for by the new Government<br />

targets.<br />

Whilst construction and design of schemes is<br />

important for projects to be delivered<br />

effectively, as so is the post- occupancy care<br />

that we are able to provide as a business.<br />

Customer Care is top of our agenda and<br />

during the year we have been re-accredited<br />

to the Tenant Participation Advisory Scheme<br />

(TPAS), where we have been advised by the<br />

assessors, that we have achieved the<br />

highest ever audit score in the history of the<br />

scheme.<br />

In 2011, we also launched our Facilities<br />

Management Division to work alongside our<br />

Clients to manage their aftercare solutions<br />

including energy management and<br />

consultancy; closely aligned to our Quality<br />

Management and Defect Teams on site.<br />

It is always important to ensure that as a<br />

business, you fully understand that without a<br />

highly skilled and trained workforce, it would<br />

be difficult to maintain the exceptional levels<br />

of service delivery that we currently provide<br />

to our Clients and almost certainly impossible<br />

to develop innovative solutions.<br />

In the year, one of my proudest moments, as<br />

it has been a long-term ambition, is the<br />

formation of our Future Enterprise Board,<br />

which is open via election to all of the<br />

business’ professional, technical and trade<br />

trainees. I have no doubt, that this structure,<br />

will contribute greatly to the performance of<br />

the business in the future.<br />

I would like to ensure that our Employees,<br />

Supply Chain Partners, Clients, Professionals<br />

and Stakeholders understand that we are<br />

positive that without their continued support,<br />

the business would not be as successful as it<br />

is today.


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Providing Real Added Value for our Clients 23<br />

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<strong>Thomas</strong> <strong>Vale</strong> has always been at the forefront of change and been involved with various initiatives in partnership with the<br />

BERR, Constructing Excellence and WMCCE - including ‘Study Tour’ trips to America and Japan to review emerging and<br />

innovative companies across the globe and their implementation within the UK <strong>Construction</strong> Industry.<br />

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Our Environmental Sustainability is managed by a dedicated in-house team who support our Clients, Project Delivery<br />

Teams and Stakeholders to deliver raised awareness and execution of sustainable techniques, including most recently the<br />

RIBA Sorrell Foundation awarded BREEAM Excellent St Luke’s and the new Passivhaus schools in Wolverhampton.<br />

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Customer and Client Care and Satisfaction remains at the heart of everything we do. It is fundamental in the development<br />

of our business and therefore every aspect is measured, reviewed and actions taken to ensure all aspects of delivery are<br />

continuously improved. Our Key Performance Indicators are collected weekly and auditable by our Clients.<br />

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With increasing pressure from Central Government to ensure a multi-skilled and long-term workforce, we have invested<br />

considerable time and monies in looking at innovative ways of ensuring that the provision for skills development within the<br />

industry is carried forward, including the National Skills Academy for <strong>Construction</strong> for Wolverhampton Homes.<br />

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Core to our company ethos, <strong>Thomas</strong> <strong>Vale</strong> launched the campaign to help communities and the wider industry understand<br />

the importance local spend can have on sustaining an economy. With guidance from the LEK Report, <strong>Thomas</strong> <strong>Vale</strong>’s<br />

annual ROI through localised spend was in excess of £710million.<br />

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Applying a true collaborative approach, working with Supply Chain Partners through conceptual design, costing,<br />

programming, construction and aftercare. Our commitment to ensuring localised economic sustainability through the ‘Find<br />

it in’ concepts has been demonstrated in Wolverhampton, Sandwell, Birmingham and most recently, Worcestershire.<br />

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Our commitment as a business to Health, Safety and Welfare is paramount to how we conduct ourselves as a business<br />

and our Code of Ethics. Full year statistics demonstrate the business has performed well above the national average set by<br />

the industry.<br />

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Our commitment to Corporate Responsibility has been demonstrated to be award winning through our membership to<br />

Business in the Community, who annually audit our processes and procedures. With our in-house team having primary<br />

responsibility to ensure that all that we do is aligned to aspirations for stakeholders.


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Preparing <strong>Thomas</strong> <strong>Vale</strong> for the Future 25<br />

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Throughout 2010, we consulted extensively with our<br />

trainees and apprentices across the business to identify<br />

areas of perceived weakness.<br />

After undertaking a comprehensive review, in March 2011<br />

we established the <strong>Thomas</strong> <strong>Vale</strong> Future Enterprise Board,<br />

consisting of 12 self-nominated young people and rising<br />

stars from across the business, to shadow the main board<br />

and take a primary responsibility for Corporate<br />

Responsibility and aiding its delivery across the business.<br />

To date, the FE Board has been endorsed by Constructing<br />

Excellence, the UK Contractors Group and University of<br />

Birmingham.<br />

<br />

Early consultation started with Wolverhampton City<br />

Council and Architype architects, to identify the potential<br />

of developing the UK’s first accredited Passivhaus<br />

Standard schools. In 2011, this vision became a reality<br />

and the combined £10million projects, Oak Meadow and<br />

Bushbury, which are recognised by the West Midlands<br />

Centre for Constructing Excellence are currently on site<br />

and due for completion in the Summer of 2012.<br />

<br />

Our journey for BIM(M) as a business, started around 10<br />

years ago, where <strong>Thomas</strong> <strong>Vale</strong> were invited to join the DTI<br />

and Central Government representatives on study tours to<br />

the USA, Canada and Japan. We have a developed and<br />

robust BIM Strategy, which has been recognised by our<br />

Clients and is proving to exceed aspirations and<br />

expectations through our unique partnership with Rider<br />

Levett Bucknall and Aedas Architects to deliver both in the<br />

Public and Private Sectors.<br />

<br />

Our people at <strong>Thomas</strong> <strong>Vale</strong> are our key asset. That’s why<br />

it is important to ensure that we put in place succession<br />

planning for the business to support the future growth and<br />

forward business plan of the Group of Companies. In<br />

2011, we implemented and highlighted key individuals<br />

from around the business who are already playing a pivotal<br />

role in the delivery of strategic items for the business.<br />

<br />

The business has always operated a comprehensive and<br />

robust business plan, by where year on year, we have<br />

exasperated our targets. We continue to communicate our<br />

aspirations as a business to our employees and have set a<br />

turnover target of £300million by 2015, through controlled<br />

annual organic growth.


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Financial Highlights throughout 2010/11 27


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 29<br />

REPORT AND FINANCIAL STATEMENTS FOR<br />

THE YEAR ENDED 31ST MARCH 2011<br />

REPORT OF THE DIRECTORS FOR THE<br />

YEAR ENDED 31ST MARCH 2011<br />

DIRECTORS<br />

M Wallis (Chairman)<br />

N Coley<br />

RJ Green<br />

SA Hyde<br />

G Mail<br />

DK Newcombe<br />

KJ Reeves<br />

SECRETARY AND REGISTERED OFFICE<br />

DK Newcombe, Lombard House, Worcester Road, Stourport-on-Severn, Worcestershire, DY13 9BZ<br />

COMPANY NUMBER<br />

2693391<br />

AUDITORS<br />

BDO LLP, 125 Colmore Row, Birmingham, B3 3SD<br />

BANKERS<br />

National Westminster Bank plc, Queen Square, Wolverhampton, West Midlands, WV1 1TR<br />

THE DIRECTORS<br />

PRESENT THEIR<br />

REPORT TOGETHER<br />

WITH THE AUDITED<br />

FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED<br />

31ST MARCH 2011.<br />

RESULTS AND DIVIDENDS<br />

The profit and loss account is set out on page 6 and shows the profit for the year.<br />

No dividends were paid to ordinary shareholders during the year.<br />

PRINCIPAL ACTIVITIES<br />

The company acts as a holding company. The group companies’ principal activities<br />

during the year were as follows:<br />

THOMAS VALE CONSTRUCTION PLC<br />

FITZGERALD CONTRACTORS LIMITED<br />

New building and refurbishment work is<br />

undertaken in both the public and private<br />

sectors on either a traditional or design and<br />

build basis including work carried out in the<br />

affordable housing market.<br />

Civil engineering contracting in the public and<br />

private sectors.<br />

REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS<br />

During the year <strong>Thomas</strong> <strong>Vale</strong> Group plc focused on its key profitable areas and core<br />

business.<br />

Total group turnover increased by 28% to £251.6 million (last year - £196.5 million).<br />

Operating profit was £3.7 million (last year - £3.6 million) and profit on ordinary<br />

activities before tax was £3.9 million (last year - £3.6 million). Net asset value<br />

increased to £24.6 million (last year - £6.8 million).


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 31<br />

REPORT OF THE DIRECTORS FOR THE<br />

YEAR ENDED 31ST MARCH 2011<br />

(CONTINUED)<br />

REPORT OF THE DIRECTORS FOR THE<br />

YEAR ENDED 31ST MARCH 2011<br />

(CONTINUED)<br />

PRINCIPAL RISKS AND UNCERTAINTIES<br />

As in any trading organisation, the directors acknowledge that as well as rewards, there are risks and uncertainties which<br />

are constantly monitored. The group is dependent upon the efficiency of its employees in satisfying its customers’ needs<br />

and in the identification and consequent reduction of contract risks in the work undertaken. Systems are in place to<br />

ensure effective monitoring of these issues.<br />

FINANCIAL INSTRUMENTS<br />

The financial instruments held by the group are detailed at note 27 to the financial statements.<br />

EMPLOYEES<br />

The group recognises its obligations towards disabled people and endeavours to provide as much employment as the<br />

demands of the group’s operations and the abilities of the disabled persons allow.<br />

Applications for employment received from disabled people are studied with care and if existing employees become<br />

disabled, every effort is made to find them appropriate work and training where it is needed. Opportunities are offered to<br />

disabled employees to develop their knowledge and skills and undertake greater opportunities.<br />

The group also recognises the benefits of keeping employees informed of the progress of the business and of involving<br />

them in the company’s performance. During the year, the group’s employees were provided with information regarding<br />

factors affecting the performance of the company and of other matters of concern to them as employees. Additionally,<br />

consultations took place with employee representatives so that the views of employees could be taken into account in<br />

making decisions that were likely to affect their interests.<br />

DIRECTORS<br />

The directors of the company during the year were:<br />

M Wallis (Chairman)<br />

N Coley<br />

RJ Green<br />

SA Hyde<br />

G Mail<br />

DK Newcombe<br />

KJ Reeves<br />

During the year M Wallis, SA Hyde, G Mail, DK Newcombe, and KJ Reeves were also directors of Amelia Investments<br />

(1869) Limited, the ultimate parent undertaking.<br />

DIRECTORS’ RESPONSIBILITIES<br />

The directors are responsible for preparing the directors’ report and the financial statements in accordance with applicable<br />

law and regulations.<br />

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors<br />

have elected to prepare the group and company financial statements in accordance with United Kingdom Generally<br />

Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the<br />

directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state<br />

of affairs of the group and company and of the profit or loss of the group for that period.<br />

In preparing these financial statements, the directors are required to:<br />

• select suitable accounting policies and then apply them consistently;<br />

• make judgements and accounting estimates that are reasonable and prudent;<br />

• state whether applicable UK Accounting Standards have been followed, subject to any material departures<br />

disclosed and explained in the financial statements;<br />

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the<br />

company will continue in business.<br />

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the<br />

company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and<br />

enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for<br />

safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud<br />

and other irregularities.<br />

AUDITORS<br />

All of the current directors have taken all the steps that they ought to have taken to make themselves aware of any<br />

information needed by the company's auditors for the purposes of their audit and to establish that the auditors are aware<br />

of that information. The directors are not aware of any relevant audit information of which the auditors are unaware.<br />

BDO LLP have expressed their willingness to continue in office and a resolution to re-appoint them will be proposed at the<br />

annual general meeting.<br />

By order of the board<br />

D K NEWCOME, SECRETARY<br />

20th July 2011


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 33<br />

INDEPENDENT AUDITOR’S REPORT<br />

INDEPENDENT AUDITOR’S REPORT<br />

(CONTINUED)<br />

TO THE MEMBERS OF THOMAS VALE PLC<br />

We have audited the financial statements of <strong>Thomas</strong> <strong>Vale</strong> Group plc for the year ended 31st March 2011 which comprise<br />

the consolidated profit and loss account, the consolidated and company balance sheets, the consolidated cash flow<br />

statement, the consolidated statement of total recognised gains and losses, the consolidated note of historical cost profits<br />

and losses and the related notes. The financial reporting framework that has been applied in their preparation is applicable<br />

law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).<br />

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the<br />

Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those<br />

matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by<br />

law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a<br />

body, for our audit work, for this report, or for the opinions we have formed.<br />

RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS<br />

As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of<br />

the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial<br />

statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards<br />

require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.<br />

SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS<br />

A description of the scope of an audit of financial statements is provided on the APB’s website at<br />

www.frc.org.uk/apb/scope/private.cfm<br />

OPINION ON FINANCIAL STATEMENTS<br />

In our opinion the financial statements:<br />

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION<br />

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you<br />

if, in our opinion:<br />

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not<br />

been received from branches not visited by us; or<br />

• the parent company financial statements are not in agreement with the accounting records and returns; or<br />

• certain disclosures of directors’ remuneration specified by law are not made; or<br />

• we have not received all the information and explanations we require for our audit.<br />

THOMAS LAWTON, SENIOR STATUTORY AUDITOR<br />

For and on behalf of BDO LLP, statutory auditor<br />

Birmingham<br />

United Kingdom<br />

20th July 2011<br />

BPO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).<br />

• give a true and fair view of the state of the group’s and the parent company’s affairs as at 31st March 2011 and of the<br />

group’s profit for the year then ended;<br />

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and;<br />

• have been prepared in accordance with the requirements of the Companies Act 2006.<br />

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006<br />

In our opinion the information given in the directors’ report for the financial year for which the financial statements are<br />

prepared is consistent with the financial statements.


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 35<br />

CONSOLIDATED PROFIT AND LOSS ACCOUNT<br />

FOR THE YEAR ENDED 31ST MARCH 2011<br />

Note<br />

Total<br />

2011<br />

£<br />

Turnover 3 251,625,306 196,461,412<br />

Cost of sales 236,583,365 179,802,364<br />

Gross profit/(loss) 15,041,941 16,659,048<br />

Administrative expenses 11,358,721 13,113,812<br />

Total<br />

2010<br />

£<br />

CONSOLIDATED STATEMENT OF TOTAL RECOGNISED<br />

GAINS AND LOSSESS AND CONSOLIDATED NOTE<br />

OF HISTORICAL COST PROFITS AND LOSSES FOR<br />

THE YEAR ENDED 31ST MARCH 2011<br />

Consolidated statement of total recognised gains and losses<br />

Profit for the financial year<br />

Revaluation - Movement<br />

Actuarial (loss)/gain on pension scheme<br />

Taxation in respect of actuarial gain on pension scheme<br />

Note 2011<br />

£<br />

2,715,964<br />

-<br />

22,800<br />

(6,000)<br />

2010<br />

£<br />

2,619,148<br />

(56,360)<br />

(460,000)<br />

128,000<br />

Total recognised gains and losses for the financial year 2,732,764 2,230,788<br />

3,683,220 3,545,236<br />

Other operating income 5,400 32,171<br />

2011<br />

£<br />

2010<br />

£<br />

Group operating profit/(loss) 4 3,688,620 3,577,407<br />

Consolidated note of historical cost profits and losses<br />

Other interest receivable and similar income<br />

Interest payable and similar charges<br />

Other finance charges<br />

7<br />

8<br />

9<br />

221,565<br />

(762)<br />

(23,000)<br />

102,834<br />

(579)<br />

(36,000)<br />

Reported profit on ordinary activities before taxation<br />

Difference between actual and historical cost depreciation charge<br />

3,886,423<br />

10,360<br />

3,643,662<br />

6,857<br />

Profit on ordinary activities before taxation 3,886,423 3,643,662<br />

Taxation on profit on ordinary activities 10 1,170,459 1,085,802<br />

Historical cost profit on ordinary activities before taxation 3,896,783 3,650,519<br />

Historical cost profit for the year after taxation and minority interest 2,726,324 2,626,005<br />

Profit on ordinary activities after taxation 2,715,964 2,557,860<br />

Minority interest - 61,288<br />

Profit for the financial year 22 2,715,964 2,619,148


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 37<br />

CONSOLIDATED BALANCE SHEET AT 31ST<br />

MARCH 2011<br />

CONSOLIDATED BALANCE SHEET AT 31ST<br />

MARCH 2011 (CONTINUED)<br />

Company Number 2693391 Note 2011<br />

£<br />

2011<br />

£<br />

2010<br />

£<br />

2010<br />

£<br />

Note 2011<br />

£<br />

2011<br />

£<br />

2010<br />

£<br />

2010<br />

£<br />

Fixed assets<br />

Intangible assets<br />

Tangible assets<br />

Current assets<br />

Stocks<br />

Debtors<br />

Cash at bank and in hand<br />

13<br />

14<br />

16<br />

17<br />

892,573<br />

67,852,410<br />

21,083,750<br />

22,788<br />

2,727,985<br />

44,510<br />

2,930,166<br />

2,750,773 2,974,676<br />

731,115<br />

40,574,779<br />

17,886,203<br />

Capital and reserves<br />

Called up share capital<br />

Share premium account<br />

Revaluation reserve<br />

Capital contribution reserve<br />

Other reserves<br />

Profit and loss account<br />

21<br />

22<br />

22<br />

22<br />

22<br />

22<br />

450,051<br />

195,104<br />

455,812<br />

15,042,000<br />

545,476<br />

7,946,227<br />

450,050<br />

95,105<br />

466,172<br />

-<br />

545,476<br />

5,203,103<br />

Shareholders’ funds 23 24,634,670 6,759,906<br />

89,828,733 59,192,097<br />

The financial statements were approved by the board of directors and authorised for issue on 20th July 2011.<br />

Creditors: amounts falling due within one year 18 67,165,863 55,050,867<br />

Net current assets 22,662,870 4,141,230<br />

Creditors: amounts falling due after more than<br />

one year<br />

19 770,373 -<br />

Net assets excluding pension scheme liabilities 24,643,270 7,115,906<br />

M Wallis<br />

Director<br />

Pension scheme liabilities 20 (8,600) (356,000)<br />

Net assets including pension scheme liabilities 24,634,670 6,759,906


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 39<br />

COMPANY BALANCE SHEET AT 31ST<br />

MARCH 2011<br />

CONSOLIDATED CASHFLOW STATEMENT<br />

FOR THE YEAR ENDED 31ST MARCH 2011<br />

Company Number 2693391 Note 2011<br />

£<br />

2011<br />

£<br />

2010<br />

£<br />

2010<br />

£<br />

Note 2011<br />

£<br />

2011<br />

£<br />

2010<br />

£<br />

2010<br />

£<br />

Fixed assets<br />

Fixed asset investments 15 8,511,567 1,479,567<br />

Net cash flow from operating activities 28 4,481,039 6,834,795<br />

Current assets<br />

Debtors<br />

Cash at bank and in hand<br />

17 9,680,872<br />

21,479<br />

7,841,505<br />

-<br />

Returns on investments and servicing of finance<br />

Interest received<br />

Interest paid: other<br />

221,565<br />

(762)<br />

102,834<br />

-<br />

9,702,351 7,841,505<br />

Creditors: amounts falling due within one year 18 861,806 8,358,541<br />

Net cash inflow from returns on investments<br />

and servicing of finance<br />

220,803 102,834<br />

Net current liabilities 8,840,545 (517,036)<br />

Taxation<br />

Corporation tax paid<br />

(1,414,545) (1,116,124)<br />

Total assets less current liabilities 17,352,112 962,531<br />

Creditors: amounts falling due after more than<br />

one year<br />

19 1,200,000 -<br />

16,152,112 962,531<br />

Capital expenditure and financial investment<br />

Payments to acquire tangible fixed assets<br />

Receipts from sale of tangible fixed assets<br />

Net cash inflow/(outflow) from capital<br />

expenditure and financial investment<br />

(225,852)<br />

36,102<br />

(119,229)<br />

132,769<br />

(189,750) 13,540<br />

Capital and reserves<br />

Called up share capital<br />

Share premium account<br />

Capital contribution reserve<br />

Other reserves<br />

Profit and loss account<br />

21<br />

22<br />

22<br />

22<br />

22<br />

450,051<br />

195,104<br />

15,042,000<br />

300,000<br />

164,957<br />

450,050<br />

95,105<br />

-<br />

300,000<br />

117,376<br />

Shareholders’ funds 23 16,152,112 962,531<br />

The financial statements were approved by the board of directors and authorised for issue on 20th July 2011.<br />

Cash inflow before use of financing 3,097,547 5,835,045<br />

Financing<br />

Capital element of finance leases repaid<br />

Capital contribution and sale of share to<br />

parent company<br />

Loan to parent company<br />

-<br />

15,142,000<br />

(15,042,000)<br />

(2,408)<br />

Net cash inflow/(outflow) from financing 100,000 (2,408)<br />

Increase in cash 29 3,197,547 5,832,637<br />

-<br />

-<br />

M Wallis<br />

Director


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 41<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENTS FOR THE YEAR ENDED 31ST<br />

MARCH 2011<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

1 ACCOUNTING POLICIES<br />

The financial statements have been prepared under the historical cost convention, as modified by the revaluation of<br />

certain assets and are in accordance with applicable accounting standards.<br />

The following principal accounting policies have been applied:<br />

BASIS OF CONSOLIDATION<br />

The group financial statements consolidate the financial statements of <strong>Thomas</strong> <strong>Vale</strong> Group plc and all its subsidiary<br />

companies made up to 31 March 2011, using the acquisition method of accounting. The results of subsidiary<br />

undertakings are included from the date of acquisition. No profit and loss account for <strong>Thomas</strong> <strong>Vale</strong> Group plc has<br />

been presented as permitted by Section 408 of the Companies Act 2006.<br />

GOODWILL<br />

Goodwill arising on an acquisition of a subsidiary is the difference between the fair value of the consideration paid and<br />

the fair value of the assets and liabilities acquired. Positive goodwill is capitalised and amortised through the profit and<br />

loss account over the directors' estimate of its useful economic life of 20 years. Impairment tests on the carrying<br />

value of goodwill are undertaken at the end of the first full financial year following acquisition and in other periods if<br />

events or changes in circumstances indicate that the carrying value may not be recoverable.<br />

TURNOVER<br />

Turnover represents the fair value of consideration receivable, excluding value added tax, for goods and services<br />

supplied to external customers. In respect of long term contracting activities, turnover reflects the fair value of work<br />

executed during the year.<br />

LAND AND BUILDINGS<br />

Freehold land and buildings are subject to a full revaluation every five years with an interim valuation every three years,<br />

unless it is likely that there has been a material change in value, in which case a more frequent revaluation will be<br />

undertaken.<br />

DEPRECIATION<br />

Tangible fixed assets are stated at cost or valuation, less depreciation. Depreciation is provided on all tangible fixed<br />

assets, with the exception of freehold land, at rates calculated to write off the cost or valuation, less estimated<br />

residua value, of each asset over its expected useful life. The principal rates used are as follows:<br />

Freehold buildings<br />

Expenditure on leasehold property<br />

Plant and equipment<br />

Motor vehicles<br />

- 2% per annum straight line<br />

- over the remaining term of the lease<br />

- between 7.5% and 33.3% per annum straight line<br />

- 25% per annum reducing balance<br />

1 ACCOUNTING POLICIES (CONTINUED)<br />

VALUATION OF INVESTMENTS<br />

Investments held as fixed assets impairment write-down is assessed by comparison of the carrying value of the asset<br />

against the higher of realisable value and value in use.<br />

IMPAIRMENT OF FIXED ASSETS<br />

The need for any fixed asset impairment write-down is assessed by comparison of the carrying value of the asset<br />

against the higher of realisable value and value in use.<br />

LONG TERM CONTRACTS<br />

Amounts recoverable on long term contracts, which are included in debtors, are stated at cost plus attributable profit<br />

less provision for foreseeable losses. Payments received on account are deducted from amounts recoverable on<br />

contracts. Excess progress payments are included in creditors as payments received on account.<br />

STOCKS AND WORK IN PROGRESS<br />

Stocks are stated at the lower of cost and net realisable value. Cost is arrived at as follows:<br />

• Raw material and consumables<br />

• Purchase cost on a first in, first out basis<br />

• Short term work in progress<br />

Cost of direct materials and labour plus attributable overheads less provision for foreseeable losses in accordance<br />

with Statement of Standard Accounting Practice No. 9 (revised). Progress payments are deducted and where they<br />

are in excess of contract values, the excess is included in creditors as payments received on account. Net realisable<br />

value is based on estimated selling price less further costs expected to be incurred to completion and sale.<br />

FINANCIAL INSTRUMENTS<br />

Details of the financial risk management objectives and policies and details of the use of financial instruments by the<br />

company are provided in note 27 to the financial statements.<br />

DIVIDENDS<br />

In accordance with FRS 21 - Events after the balance sheet date, dividends are recognised when they become<br />

legally payable.


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 43<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

1 ACCOUNTING POLICIES (CONTINUED)<br />

DEFERRED TAXATION<br />

The charge for taxation is based on the profit for the year and takes into account taxation deferred because of timing<br />

differences between the treatment of certain items for taxation and accounting purposes. Deferred tax balances are<br />

recognised in respect of all timing differences that have originated but not reversed by the balance sheet date except that:<br />

• deferred tax is not recognised on timing differences arising on revalued properties unless the group has entered into<br />

a binding sale agreement and is not proposing to take advantage of rollover relief; and<br />

• the recognition of deferred tax assets is limited to the extent that the group anticipates making sufficient taxable<br />

profits in the future to absorb the reversal of the underlying timing differences.<br />

Deferred tax balances are not discounted.<br />

LEASED ASSETS<br />

All leases are treated as operating leases. Their annual rentals are charged to the profit and loss account on a straightline<br />

basis over the term of the lease.<br />

PENSION COSTS<br />

Contributions to defined contribution schemes are charged to the profit and loss account in the year in which they<br />

become payable.<br />

In respect of the group’s defined benefit schemes, the difference between the fair values of the assets held in the<br />

schemes and the schemes’ liabilities measured on an actuarial basis using the projected unit method are recognised<br />

in the group’s balance sheet as a pension scheme asset or liability as appropriate. The carrying value of any resulting<br />

pension scheme asset is restricted to the extent that the group is able to recover the surplus either through reduced<br />

contributions in the future or through refunds from the scheme.<br />

Changes in the defined benefit pension scheme asset or liability arising from factors other than cash contribution by<br />

the group are charged to the profit and loss account or the statement of total recognised gains and losses in<br />

accordance with Financial Reporting Standard 17 (Retirement Benefits).<br />

2 CORRESPONDING FIGURES<br />

The analysis between continuing and discontinued operations for the year ended 31st March 2010 is shown below.<br />

Turnover<br />

Cost of sales<br />

Continuing<br />

£<br />

188,996,289<br />

172,072,444<br />

Discontinued<br />

£<br />

7,465,123<br />

7,729,920<br />

Total<br />

£<br />

196,461,412<br />

179,802,364<br />

Gross Profit/(loss) 16,923,845 (264,797) 16,659,048<br />

Administrative expenses 11,048,557 2,065,255 13,113,812<br />

5,875,288 (2,330,052) 3,545,236<br />

Other operating income 32,171 - 32,171<br />

Operating profit/(loss) 5,907,459 (2,330,052) 3,577,407<br />

3 TURNOVER, PROFIT AND NET ASSETS<br />

Turnover is wholly attributable to the principal activities of the group and arises solely within the United Kingdom.<br />

The information in respect of turnover, profit before tax and net assets required to be disclosed by Statement of<br />

Standard Accounting Practice 25 “Segmental reporting” has not been provided as, in the opinion of the directors,<br />

such disclosure would be seriously prejudicial to the interest of the group.<br />

GOING CONCERN<br />

The financial statements have been prepared on a going concern basis. The Directors have considered the principal<br />

risks and uncertainties that apply to the business and believe that it is appropriate to prepare the accounts on this basis.


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 45<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

4 OPERATING PROFIT 6 DIRECTORS’ REMUNERATION<br />

2011<br />

£<br />

2010<br />

£<br />

2011<br />

£<br />

2010<br />

£<br />

This is arrived at after charging/(crediting):<br />

Depreciation of tangible fixed assets<br />

Amortisation of positive goodwill<br />

Profit on disposal of tangible fixed assets<br />

Hire of plant and machinery - operating leases<br />

Auditors’ renumeration:<br />

- fees payable to the group’s auditor for the audit of the group’s annual accounts<br />

- all other services<br />

Loss on disposal of subsidiary<br />

403,187<br />

21,722<br />

(11,256)<br />

6,320,955<br />

35,800<br />

5,000<br />

-<br />

505,571<br />

21,722<br />

(73,670)<br />

4,832,907<br />

43,000<br />

7,000<br />

60,936<br />

Directors’ emoluments<br />

Company contributions to money purchase pension schemes<br />

7 OTHER INTEREST RECEIVABLE AND SIMILAR INCOME<br />

1,613,750<br />

140,020<br />

1,739,019<br />

153,942<br />

There were 5 directors in the group's money purchase pension schemes during the year (2010 - 6).<br />

The total amount payable to the highest paid director in respect of emoluments was £285,217 (2010 - £250,642).<br />

Company pension contributions of £32,796 (2010 - £31,996) were made to a money purchase scheme on his behalf.<br />

Included in the group audit fee is an amount of £3,000 (2010 - £3,600) in respect of the company.<br />

2011<br />

£<br />

2010<br />

£<br />

5 EMPLOYEES<br />

Staff costs (including directors) consist of:<br />

Bank deposits<br />

Other interest receivable<br />

143,675<br />

77,890<br />

102,834<br />

-<br />

Group<br />

2011<br />

£<br />

Group<br />

2010<br />

£<br />

221,565 102,834<br />

Wages and salaries<br />

Social security costs<br />

Other pension costs<br />

26,492,919<br />

2,669,863<br />

1,427,531<br />

27,544,960<br />

2,811,552<br />

1,490,579<br />

8 INTEREST PAYABLE AND SIMILAR CHARGES<br />

2011<br />

£<br />

2010<br />

£<br />

30,590,313 31,847,091<br />

Other interest payable<br />

Finance leases and hire purchase contracts<br />

762<br />

-<br />

-<br />

579<br />

The average number of employees (including directors) during the year was as follows:<br />

Group<br />

2011<br />

Number<br />

Group<br />

2010<br />

Number<br />

9 OTHER FINANCE CHARGES<br />

2011<br />

£<br />

2010<br />

£<br />

Management, technical and administration<br />

Site based personnel<br />

585<br />

151<br />

580<br />

184<br />

Expected return on pension scheme assets<br />

Interest on pension scheme liabilities<br />

(82,000)<br />

105,000<br />

(78,000)<br />

114,000<br />

736 764<br />

23,000 36,000


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 47<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

10 TAXATION ON PROFIT ON ORDINARY ACTIVITIES 11 DIVIDENDS<br />

2011<br />

£<br />

2010<br />

£<br />

2011<br />

£<br />

2010<br />

£<br />

UK Corporation Tax<br />

Current tax on profits of the year<br />

Adjustment in respect of previous periods<br />

Group Relief<br />

901,788<br />

(7,704)<br />

3,602<br />

983,458<br />

(26,764)<br />

-<br />

Ordinary and ‘A’ Ordinary shares<br />

Dividend paid of £nil (2010 - £4.89) per share<br />

- 2,200,000<br />

Total current tax 897,686 956,694<br />

Deferred tax<br />

Origination and reversal of timing differences<br />

Adjustment in respect of pervious periods<br />

Pension scheme movement<br />

118,644<br />

25,129<br />

129,000<br />

132,318<br />

(3,210)<br />

-<br />

Movement in deferred tax provision 272,773 129,108<br />

Taxation on profit on ordinary activities 1,170,459 1,085,802<br />

The tax assessed for the year is lower than the standard rate of corporation tax in the UK applied to profit before<br />

tax. The differences are explained below:<br />

Profit on ordinary activities before tax 3,886,423 3,643,662<br />

Profit on ordinary activities at the standard rate of corporation tax in the UK<br />

of 28% (2010 - 28%)<br />

Effects of:<br />

Expenses not deductible for tax purposes<br />

Capital allowances for period in excess of depreciation<br />

Utilisation of tax losses<br />

Adjustment to tax charge in respect of previous periods<br />

Short term timing<br />

Marginal relief and small companies rate<br />

Income not taxable for tax purposes<br />

2011<br />

£<br />

1,088,198<br />

35,980<br />

(21,782)<br />

(90,221)<br />

(7,704)<br />

(6,642)<br />

(8,793)<br />

(91,350)<br />

2010<br />

£<br />

1,020,225<br />

99,384<br />

(21,431)<br />

(120,882)<br />

(26,764)<br />

8,856<br />

2,694<br />

-<br />

12 PROFIT FOR THE FINANCIAL YEAR<br />

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and<br />

has not presented its own profit and loss account in these financial statements. The group profit for the year<br />

includes a profit after tax of £47,581 (2010 - £1,959,663) which is dealt with in the financial statements of the<br />

parent company.<br />

13 INTANGIBLE FIXED ASSETS<br />

Group<br />

Goodwill on<br />

consolidation<br />

£<br />

Cost or valuation<br />

At 1st April 2010 and 31st March 2011 1,447,906<br />

Amortisation<br />

At 1st April 2010<br />

Provided for the year<br />

1,403,396<br />

21,722<br />

At 31st March 2011 1,425,118<br />

Net book value<br />

At 31st March 2011 22,788<br />

At 31st March 2010 44,510<br />

Current tax charge for the year 897,686 956,694


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 49<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

14 TANGIBLE FIXED ASSETS 14 TANGIBLE FIXED ASSETS (CONTINUED)<br />

Group<br />

The historical cost of freehold land and buildings is:<br />

Cost or valuation<br />

At 1st April 2010<br />

Additions<br />

Disposals<br />

Freehold land<br />

and buildings<br />

£<br />

2,190,000<br />

-<br />

-<br />

Leasehold<br />

land and<br />

buildings<br />

£<br />

372,484<br />

-<br />

-<br />

Plant and<br />

machinery<br />

£<br />

3,159,776<br />

225,852<br />

(360,026)<br />

Total<br />

£<br />

5,722,260<br />

225,852<br />

(360,026)<br />

Cost<br />

Accumulated depreciation based on<br />

historical cost<br />

Group<br />

2011<br />

£<br />

2,153,571<br />

473,654<br />

Group<br />

2010<br />

£<br />

2,153,571<br />

429,743<br />

Company<br />

2011<br />

£<br />

Company<br />

2010<br />

£<br />

Historical cost net book value 1,679,917 1,723,828 - -<br />

-<br />

-<br />

-<br />

-<br />

At 31st March 2011 2,190,000 372,484 3,025,602 5,588,086<br />

Depreciation<br />

At 1st April 2010<br />

Provided for the year<br />

Disposals<br />

-<br />

54,271<br />

-<br />

226,555<br />

27,733<br />

-<br />

2,565,539<br />

321,183<br />

(335,180)<br />

2,792,094<br />

403,187<br />

(335,180)<br />

At 31st March 2011 54,271 254,288 2,551,542 2,860,101<br />

Net book value<br />

At 31st March 2011 2,135,729 118,196 474,060 2,727,985<br />

At 31st March 2010 2,190,000 145,929 594,237 2,930,166<br />

15 FIXED ASSET INVESTMENTS<br />

Company<br />

Cost or valuation<br />

At 1st April 2010<br />

Additions<br />

Group<br />

undertakings<br />

£<br />

3,730,602<br />

7,032,000<br />

Loans to<br />

group<br />

undertakings<br />

£<br />

200,000<br />

-<br />

Total<br />

£<br />

3,930,602<br />

7,032,000<br />

The freehold land and buildings were professionally revalued on 8th March 2010 by Harris Lamb Limited at an<br />

open market value based on an existing use basis. The revaluation has been incorporated in the financial<br />

statements as at 31st March 2010. The directors are of the opinion that the book values are a fair representation<br />

of the value of the properties at 31st March 2011. The gross value of Freehold land and buildings is stated at:<br />

Group<br />

2011<br />

£<br />

Group<br />

2010<br />

£<br />

Company<br />

2011<br />

£<br />

Company<br />

2010<br />

£<br />

At 31st March 2011 10,762,602 200,000 10,962,602<br />

Provisions<br />

At 1st April 2010 and 31st March 2011 2,451,035 - 2,451,035<br />

Net book value<br />

At 31st March 2011 8,311,567 200,000 8,511,567<br />

At 31st March 2010 1,279,567 200,000 1,479,567<br />

2010 valuation 2,190,000 2,190,000 - -<br />

During the year the company purchased an additional share from <strong>Thomas</strong> <strong>Vale</strong> <strong>Construction</strong> plc. The nominal<br />

value was £0.25 and the total amount paid was £100,000. Additionally, the company made a further capital<br />

contribution of £6,932,000 to <strong>Thomas</strong> <strong>Vale</strong> <strong>Construction</strong> plc.


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 51<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

15 FIXED ASSET INVESTMENTS (CONTINUED) 17 DEBTORS<br />

Subsidiary undertakings<br />

The principal undertakings in which the company’s interest at the year end is 20% or more are as follows:<br />

Group<br />

2011<br />

£<br />

Group<br />

2010<br />

£<br />

Company<br />

2011<br />

£<br />

Company<br />

2010<br />

£<br />

<strong>Thomas</strong> <strong>Vale</strong> <strong>Construction</strong> plc<br />

Fitzgerald Contractors Limited<br />

Forum Training Limited<br />

16 STOCKS<br />

Class of share capital held Company holding %<br />

Ordinary shares of 25p<br />

Ordinary shares of £1<br />

Ordinary shares of £1<br />

100%<br />

100%<br />

100%<br />

Details of each trading company’s nature of business are set out in the Directors’ Report on page 1. In the opinion<br />

of the directors, the aggregate value of the company’s investment in subsidiary undertakings is not less than the<br />

amount included in the balance sheet.<br />

Forum Training Limited provides training services to the construction and allied industries.<br />

Raw materials and consumables<br />

Work in progress<br />

Less: progress payments<br />

Group<br />

2011<br />

£<br />

35,372<br />

1,894,263<br />

(1,037,062)<br />

Group<br />

2010<br />

£<br />

31,438<br />

1,393,019<br />

(693,342)<br />

Company<br />

2011<br />

£<br />

-<br />

-<br />

-<br />

Company<br />

2010<br />

£<br />

892,573 731,115 - -<br />

-<br />

-<br />

-<br />

Amounts receivable within one year<br />

Trade debtors<br />

Amounts owed by group undertakings<br />

Amounts recoverable on contracts<br />

Corporation tax recoverable<br />

Prepayments and accrued income<br />

Amounts receivable after more than one year<br />

Trade debtors<br />

Amounts owed by group undertakings<br />

Amounts recoverable on contracts<br />

Deferred taxation<br />

4,033,408<br />

60,410<br />

36,572,348<br />

-<br />

1,614,305<br />

3,638,154<br />

10,403,628<br />

24,620,532<br />

-<br />

790,401<br />

50,000<br />

9,813<br />

-<br />

290,279<br />

-<br />

50,000<br />

7,315,229<br />

-<br />

252,695<br />

-<br />

42,280,471 39,452,715 350,092 7,617,924<br />

125,000<br />

23,899,905<br />

1,302,356<br />

244,678<br />

200,000<br />

-<br />

533,613<br />

388,451<br />

125,000<br />

9,205,780<br />

-<br />

-<br />

200,000<br />

-<br />

-<br />

23,581<br />

25,571,939 1,122,064 9,330,780 223,581<br />

Total debtors 67,852,410 40,574,779 9,680,872 7,841,505<br />

Group<br />

Deferred<br />

taxation<br />

£<br />

Company<br />

Deferred<br />

taxation<br />

£<br />

There is no material difference between the replacement cost of stocks and the amounts stated above. Progress<br />

payments in excess of contract values are included in creditors and amount to £1,745,501 (2010 - £2,001,700).<br />

At 1st April 2010<br />

Charged to profit and loss account<br />

388,451<br />

(143,773)<br />

23,581<br />

(23,581)<br />

At 31st March 2011 244,678 -


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 53<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

17 DEBTORS (CONTINUED) 20 PENSIONS<br />

Deferred taxation<br />

The amount of deferred tax provided for is as follows<br />

Accelerated capital allowances<br />

Sundry timing differences<br />

Tax losses<br />

Group<br />

2011<br />

£<br />

84,561<br />

-<br />

160,117<br />

Group<br />

2010<br />

£<br />

126,578<br />

8,856<br />

253,017<br />

244,678 388,451<br />

The group makes payments on behalf of employees into individual pension arrangements. The total amounts<br />

charged to the profit and loss account in respect of such schemes amounted to £1,427,531 (2010 - £1,490,579).<br />

Contributions of £85,551 (2010 - £155,568) were outstanding at the end of the financial year.<br />

The group also operates two legacy occupational pension schemes. The first is a closed defined benefit scheme,<br />

known as the Collier and Catley Limited Final Salary Scheme, resulting from the acquisition of Collier and Catley<br />

Limited. With effect from 31st March 2006, the company has assumed responsibility for the net pension liability of<br />

Collier and Catley Limited following the transfer of its trade to <strong>Thomas</strong> <strong>Vale</strong> <strong>Construction</strong> plc.<br />

The second is the <strong>Thomas</strong> <strong>Vale</strong> Group Pension Scheme, which comprises a closed Final Salary Section and a<br />

closed Money Purchase section.<br />

18 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR<br />

Bank loans and overdrafts (secured)<br />

Payments received on account<br />

Trade creditors<br />

Amounts owed to group undertakings<br />

Corporation tax<br />

Other taxation and social security<br />

Other creditors<br />

Accruals and deferred income<br />

Group<br />

2011<br />

£<br />

-<br />

1,745,501<br />

56,974,735<br />

780,973<br />

122,605<br />

3,516,151<br />

43,289<br />

3,982,609<br />

Group<br />

2010<br />

£<br />

-<br />

2,001,700<br />

40,132,191<br />

5,372,168<br />

639,461<br />

2,634,210<br />

46,635<br />

4,224,502<br />

Company<br />

2011<br />

£<br />

-<br />

-<br />

17,425<br />

768,991<br />

-<br />

16,884<br />

-<br />

58,506<br />

Company<br />

2010<br />

£<br />

59,579<br />

-<br />

75,588<br />

8,133,171<br />

-<br />

8,776<br />

-<br />

81,427<br />

The disclosures provided are in respect of the Final Salary Schemes. A full actuarial valuation was carried out as at<br />

31st March 2009 for the <strong>Thomas</strong> <strong>Vale</strong> Group Scheme and as at 1st April 2010 for the Collier and Catley Scheme.<br />

Both have been updated to 31st March 2011 by a qualified independent actuary. There were no changes to the<br />

schemes during the year.<br />

Reconciliation of present value of plan liabilities<br />

At the beginning of the year<br />

Interest cost<br />

Actuarial gains/(losses)<br />

Benefits paid<br />

Settlements<br />

2011<br />

£<br />

(2,342,000)<br />

(105,000)<br />

307,000<br />

122,000<br />

812,000<br />

2010<br />

£<br />

(1,812,000)<br />

(114,000)<br />

(579,000)<br />

163,000<br />

-<br />

67,165,863 55,050,867 861,806 8,358,541<br />

At the end of the year (1,206,000) (2,342,000)<br />

19 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR<br />

2011<br />

£<br />

2010<br />

£<br />

Group<br />

2011<br />

£<br />

Group<br />

2010<br />

£<br />

Company<br />

2011<br />

£<br />

Company<br />

2010<br />

£<br />

Amounts owed to group undertakings 770,373 - 1,200,000 -<br />

Composite of plan liabilities<br />

Schemes wholly or partly funded 1,206,000 2,342,000


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 55<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

20 PENSIONS (CONTINUED) 20 PENSIONS (CONTINUED)<br />

2011<br />

£<br />

2010<br />

£<br />

2011<br />

£<br />

2010<br />

£<br />

Reconciliation of fair value of plan assets<br />

At the beginning of the year<br />

Expected rate of return on plan assets<br />

Actuarial (losses)/gains<br />

Contributions by group<br />

Benefits paid<br />

Settlements<br />

1,848,000<br />

82,000<br />

(43,000)<br />

159,600<br />

(122,000)<br />

(489,000)<br />

1,629,000<br />

78,000<br />

119,000<br />

185,000<br />

(163,000)<br />

-<br />

At the end of the year 1,435,600 1,848,000<br />

Reconciliation to balance sheet<br />

Present value of funded obligations<br />

Fair value of plan assets<br />

Restriction due to asset ceiling<br />

Plan deficit<br />

Related deferred tax asset<br />

2011<br />

£<br />

(1,206,000)<br />

1,435,600<br />

(241,200)<br />

(11,600)<br />

3,000<br />

2010<br />

£<br />

(2,342,000)<br />

1,848,000<br />

-<br />

(494,000)<br />

138,000<br />

Net liability (8,600) (356,000)<br />

The amounts recognised in profit and loss are as follows:<br />

Included in other finance (income)/expense:<br />

Interest cost<br />

Expected return of plan assets<br />

2011<br />

£<br />

105,000<br />

(82,000)<br />

2010<br />

£<br />

114,000<br />

(78,000)<br />

23,000 36,000<br />

Analysis of amount recognised in statement of total recognised gains and losses<br />

Actual return less expected return on pension plan assets<br />

Experience gains and losses arising on the scheme liabilities<br />

Changes in assumptions underlying the present value of the scheme liabilities<br />

Restriction due to asset ceiling<br />

Actuarial gains/(losses) recognised in the statement of total recognised gains<br />

and losses<br />

Cumulative amount of gains/(losses) recognised in the statement of total<br />

recognised gains and losses<br />

Composition of plan assets<br />

European equities<br />

European bonds<br />

Property<br />

Cash<br />

(43,000)<br />

-<br />

(307,000)<br />

(241,200)<br />

119,000<br />

20,000<br />

(599,000)<br />

-<br />

22,800 (460,000)<br />

2011<br />

£<br />

2010<br />

£<br />

(437,200) (460,000)<br />

2011<br />

£<br />

472,000<br />

151,600<br />

790,000<br />

22,000<br />

2010<br />

£<br />

366,000<br />

145,000<br />

1,297,000<br />

40,000<br />

Total plan assets 1,435,600 1,848,000<br />

Narrative description of the basis used to determine the overall expected rate of return of assets<br />

Overall expected rate of return on plan assets is based upon historical returns of the investment performance<br />

adjusted to reflect expectations of future long-term returns by asset class.<br />

2011<br />

£<br />

2010<br />

£<br />

Actual return on plan assets 39,000 197,000


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 57<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

20 PENSIONS (CONTINUED) 21 SHARE CAPITAL<br />

2011<br />

%<br />

2010<br />

%<br />

2011<br />

£<br />

2010<br />

£<br />

Principle actuarial assumptions used at the balance sheet date<br />

Allotted, called up and fully paid<br />

Discount rates<br />

Expected rates of return on plan assets<br />

Equities<br />

Bonds<br />

Property<br />

Cash<br />

Future pension increases<br />

Inflation assumption<br />

5.60<br />

6.90<br />

5.60<br />

4.50<br />

0.50<br />

2.35<br />

3.40<br />

5.60<br />

7.00<br />

5.60<br />

4.50<br />

0.50<br />

2.75<br />

3.50<br />

322,051 Ordinary shares of £1 each (2010 - £322,050 Ordinary shares of £1 each)<br />

128,000 ‘A’ Ordinary shares of £1 each<br />

All shares rank pari passu in all respects.<br />

On 30th March 2011 the company issued one Ordinary share of £1 for £100,000.<br />

322,051<br />

128,000<br />

322,050<br />

128,000<br />

450,051 450,050<br />

Five year history<br />

Present value of the plan liabilities<br />

Fair value of the plan assets<br />

2011<br />

£<br />

(1,206,000)<br />

1,194,400<br />

2010<br />

£<br />

(2,342,000)<br />

1,848,000<br />

2009<br />

£<br />

(1,812,000)<br />

1,629,000<br />

2008<br />

£<br />

(1,791,000)<br />

1,500,000<br />

2007<br />

£<br />

(2,335,000)<br />

1,452,000<br />

Deficit on the pension plans (11,600) (494,000) (183,000) (291,000) (883,000)<br />

Experience adjustments arising on<br />

Plan liabilities<br />

Plan assets<br />

-<br />

(43,000)<br />

20,000<br />

119,000<br />

(32,000)<br />

(94,000)<br />

(1,000)<br />

11,000<br />

The group’s best estimate of the contributions expected to be paid in the year beginning on the 1st April 2011 is<br />

£159,600.<br />

During this year settlements were reached with a number of scheme members. Assets and liabilities within the<br />

scheme have been adjusted accordingly.<br />

The restriction due to asset ceiling represents that part of the pension plan surplus which cannot be recovered<br />

against future service costs and therefore is excluded from the balance sheet.<br />

(55,000)<br />

29,000<br />

22 RESERVES<br />

Group<br />

At 1st April 2010<br />

Premium on shares issued during year<br />

Profit for the year<br />

Transfers<br />

Other movements<br />

Capital contribution from parent<br />

company<br />

Share<br />

premium<br />

account<br />

£<br />

95,105<br />

99,999<br />

-<br />

-<br />

-<br />

-<br />

Revaluation<br />

reserve<br />

£<br />

466,172<br />

-<br />

-<br />

(10,360)<br />

-<br />

-<br />

Capital<br />

contribution<br />

reserve<br />

£<br />

-<br />

-<br />

-<br />

-<br />

-<br />

15,042,000<br />

Other<br />

reserves<br />

£<br />

545,476<br />

-<br />

-<br />

-<br />

-<br />

-<br />

Profit and<br />

loss account<br />

£<br />

5,203,103<br />

-<br />

2,715,964<br />

10,360<br />

16,800<br />

At 31st March 2011 195,104 455,812 15,042,000 545,476 7,946,227<br />

Company<br />

At 1st April 2010<br />

Premium on shares issued during year<br />

Profit for the year<br />

Capital contribution from parent<br />

company<br />

Share<br />

premium<br />

account<br />

£<br />

95,105<br />

99,999<br />

-<br />

-<br />

Capital<br />

contribution<br />

reserve<br />

£<br />

-<br />

-<br />

-<br />

15,042,000<br />

Other<br />

reserves<br />

£<br />

300,000<br />

-<br />

-<br />

-<br />

-<br />

Profit and<br />

loss account<br />

£<br />

117,376<br />

-<br />

47,581<br />

At 31st March 2011 195,104 15,042,000 300,000 164,957<br />

-


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 59<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

23 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS 25 COMMITMENTS UNDER OPERATING LEASES<br />

Group<br />

2011<br />

£<br />

Group<br />

2010<br />

£<br />

Company<br />

2011<br />

£<br />

Company<br />

2010<br />

£<br />

The group had annual commitments under non-cancellable operating leases as set out below:<br />

Profit for the year<br />

Dividends<br />

Other net recognised gains and losses<br />

relating to the year<br />

Unrealised deficit on revaluation of properties<br />

Actuarial gain/(loss) on pension scheme<br />

Tax in respect of actuarial gain/(loss) on pension<br />

schemes<br />

Issue of shares<br />

Premium on shares issued during the year<br />

Capital contribution from parent company<br />

2,715,964<br />

-<br />

2,619,148<br />

(2,200,000)<br />

47,581<br />

-<br />

1,959,663<br />

(2,200,000)<br />

2,715,964 419,148 47,581 (240,337)<br />

-<br />

22,800<br />

(6,000)<br />

1<br />

99,999<br />

15,042,000<br />

(56,360)<br />

(460,000)<br />

128,000<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

1<br />

99,999<br />

15,042,000<br />

Net additions to/(deductions from)<br />

shareholders’ funds 17,874,764 30,788 15,189,581 (240,337)<br />

Opening shareholders’ funds 6,759,906 6,729,118 962,531 1,202,868<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

Operating leases which expire<br />

Within one year<br />

In two to five years<br />

Land and<br />

buildings<br />

2011<br />

£<br />

112,596<br />

186,762<br />

Other<br />

2011<br />

£<br />

145,607<br />

588,704<br />

The company had no annual commitments under non-cancellable operating leases.<br />

Land and<br />

buildings<br />

2010<br />

£<br />

42,289<br />

255,574<br />

Other<br />

2010<br />

£<br />

170,661<br />

366,172<br />

299,358 734,311 297,863 536,833<br />

26 RELATED PARTY DISCLOSURES<br />

The company is a wholly owned subsidiary of Amelia Investments (1869) Limited and has taken advantage of the<br />

exemption conferred by Financial Reporting Standard 8 "Related party disclosures" not to disclose transactions<br />

with Amelia Investments (1869) Limited or other wholly owned subsidiaries within the group.<br />

<strong>Thomas</strong> <strong>Vale</strong> <strong>Construction</strong> plc rents properties from the ABH pension scheme of which SA Hyde is a beneficiary.<br />

Total rent paid during the year was £72,849 (2010 - £70,994).<br />

Closing shareholders’ funds 24,634,670 6,759,906 16,152,112 962,531<br />

24 CONTINGENT LIABILITIES<br />

The group has entered into performance bonds in the ordinary course of business with a total value of £13,181,633<br />

(2010 - £11,656,063). The directors do not consider that any liability will arise in respect of these bonds.<br />

There were no other material transactions with other related parties during the year.<br />

27 FINANCIAL INSTRUMENTS<br />

The group holds financial instruments to finance its operations and manages risks arising from these operations<br />

and its sources of finance in accordance with its accounting policies.<br />

In addition, various financial instruments such as trade debtors, amount recoverable on contracts and trade<br />

creditors arise directly from the group’s operations. The group performs credit checks for all significant customers<br />

to minimise bad debts.<br />

Operations and working capital requirements are funded principally out of short term banking facilities, inter-group<br />

loans and retained profits.


THOMAS VALE GROUP<br />

Annual Reports and Accounts<br />

Group Company Overview 61<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENT FOR THE YEAR ENDED 31ST<br />

MARCH 2011 (CONTINUED)<br />

28 RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES 30 ANALYSIS OF NET FUNDS<br />

Operating profit<br />

Amortisation of intangible fixed assets<br />

Loss on sale of investments<br />

Depreciation of tangible fixed assets<br />

Profit on sale of tangible fixed assets<br />

Increase in stocks<br />

(Increase)/decrease in debtors<br />

Increase in creditors<br />

Contributions paid to reduce pension liability<br />

2011<br />

£<br />

3,688,620<br />

21,722<br />

-<br />

403,187<br />

(11,256)<br />

(505,178)<br />

(16,977,356)<br />

18,343,900<br />

(482,600)<br />

2010<br />

£<br />

3,577,407<br />

21,722<br />

60,936<br />

505,571<br />

(73,670)<br />

(729,359)<br />

2,807,211<br />

849,977<br />

(185,000)<br />

Net cash inflow from operating activities 4,481,039 6,834,795<br />

At 1 April<br />

2010<br />

£<br />

Cash flow<br />

£<br />

At 31 March<br />

2011<br />

£<br />

Cash at bank and in hand 17,886,203 3,197,547 21,083,750<br />

Total 17,886,203 3,197,547 21,083,750<br />

31 COMMITMENTS ON BEHALF OF GROUP COMPANIES<br />

The company and two subsidiary undertakings are part of a group registration for value added tax purposes,<br />

under the terms of which each company has given a joint guarantee of the value added tax liabilities of the<br />

companies within the group registration. At the balance sheet date, no contingent liability existed.<br />

29 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS<br />

2011<br />

£<br />

2010<br />

£<br />

32 ULTIMATE PARENT COMPANY AND PARENT UNDERTAKING OF LARGER GROUP<br />

Amelia Investments (1869) Limited, a company registered in England and Wales, is regarded by the directors as<br />

the ultimate holding company as at 31st March 2011. Copies of the group financial statements incorporating<br />

those of the company are available from The Company Secretary at Lombard House, Worcester Road, Stourport<br />

on Severn, Worcestershire, DY13 9BZ.<br />

Increase in cash 3,197,547 5,832,637<br />

Cash inflow from changes in debt - 2,408<br />

Movement in net funds resulting from cash flows 3,197,547 5,835,045<br />

Disposal of finance leases<br />

Disposal of cash in subsidiary undertaking<br />

-<br />

-<br />

11,318<br />

(180,153)<br />

Movement in net funds 3,197,547 5,666,210<br />

Opening net funds 17,886,203 12,219,993<br />

Closing net funds 21,083,750 17,886,203


<strong>Thomas</strong> <strong>Vale</strong> Group plc<br />

Lombard House<br />

Worcester Road<br />

Stourport on Severn<br />

Worcestershire<br />

DY13 9BZ<br />

Telephone: 01299 827770<br />

Email: general@thomasvale.com<br />

Website: www.thomasvale.com

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