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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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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