Académique Documents
Professionnel Documents
Culture Documents
KEY PERFORMANCE
INDICATORS
Crest Nicholson is a leading developer of sustainable housing and mixed-use communities. We aim to
improve the quality of life for individuals and communities by providing better homes, workplaces, retail
and leisure spaces in which people aspire to live, work and play now and in the future.
47.3m
13,615
>99%
5-star
OPERATING PROFIT
(2009: (4.5m))
SHORT TERM
LANDBANK UNITS
(2009:12,823)
TIMBER SUPPLY
audited with WWF as
assured and legal*
CUSTOMER SERVICE
independent rating
27.5%
6,381m
62%
2 further
LANDBANK GDV
(2009: 6,159m)
WASTE REDUCTION
to landfill since 2007
27.9m
78%
33%
CASH FLOW
(2009: 101.9m)
HOMES BUILT ON
BROWNFIELD LAND*
(2009: 86%)
CONTENTS
CONTENTS
Chairmans Statement
04
05
08
Sustainability Review
16
23
24
Consolidated Statement of
Comprehensive Income
25
Consolidated Statement of
Changes in Equity
26
Consolidated Statement of
Financial Position
27
29
53
54
CHAIRMANS STATEMENT
CHAIRMANS STATEMENT
Alan Goldman
Chairman
HARBOURSIDE, Bristol
The market
The heavily centralised planning system
of the last 20 years is considered by some
to be the major factor in non-delivery
of national housing targets set by the
previous Government, but macro-economic
constraints have also restricted output.
11 new sites
We were able to re-enter the
land market and secure 11 new
sites in 2010.
KALEIDOSCOPE, Cambridge
Awards
The breadth of our experience and the
skill base of our employees is continually
reflected in an increasing portfolio of
awards, these awards not only represent
the quality of our end product but also
the high standards that we endeavour to
achieve throughout the business.
We are proud to maintain our record as
holder of more Gold Building for Life
standards than any other developer and
this position was reinforced in 2010 with
the addition of Gold standards for
Avante, Coxheath and One Brighton,
Brighton. This success confirms our
commitment to ensuring that all our sites
undergo the rigorous quality assessment
around which BfL is framed.
Our focus on sustainable delivery has
ensured that we remain a consistent top
performer in the NextGeneration industry
benchmark and we were delighted that our
highly sustainable scheme Icon, Somerset,
was recognised as the overall winner in
the Housing Design Awards 2010. These
DIRECTORS REPORT & ACCOUNTS 2010 | 7
Outlook
The volume of housing completions in
2011 is likely to be lower than in 2010,
as the impact of reduced land buying in
recent years and delayed operational
commencements designed to match
production with demand has temporarily
reduced the number of sales outlets from
which the business is operating.
In the short term, the business will continue
to face challenges with subdued prices
and lower volumes. Over the longer term,
the fundamentals of the housing market
remain strong, underpinned by a structural
imbalance between supply and demand.
The steps that have been taken to
restructure the operations and the finances
of the business, along with our continued
commitment to excel in the area of
sustainable development, provide a solid
platform for future profitability.
Stephen Stone
Chief Executive
BUSINESS REVIEW
1
On 24th March 2009, Castle Bidco Ltd, the immediate parent company of Crest Nicholson PLC, was acquired by the company, as part of a financial restructure of the Crest Nicholson business. The company
became the ultimate parent company of Crest Nicholson PLC (Crest), which in turn owns the trading operations of the Group. Comparative figures for 2009 are thus for the period from 24th March 2009 to
31st October 2009.
Year-on-year comparatives for Crest refer to the ongoing trading operations of the Group.
BUSINESS REVIEW
Financial Position
Following the financial restructuring of
the Crest Nicholson Holdings Limited
group in March 2009, the business has
been dependent for its working capital
requirements on funds provided to it
through senior bank facilities totalling
500 million, which are scheduled for
repayment in March 2012.
During the year, the Directors commenced
discussions with its lenders about a further
financial restructuring of the Group, to
47.3m
Group profits before financing
costs, share of profits from joint
ventures and tax
BUSINESS REVIEW
The table below is an unaudited pro forma statement of consolidated net assets of the Group, which has been prepared to illustrate the
effect of the restructuring on the consolidated net assets of the company as if the restructuring had taken place on 31st October 2010.
Group net assets
at 31st October
2010
m
Amortization of
bank debt
fair valuation
discount
m
Debt conversion
Proforma net
assets of the
Group at 31st
October 2010
m
ASSETS
57.8
57.8
Current assets
531.3
531.3
Total assets
589.1
589.1
Non-current assets
LIABILITIES
Non-current liabilities
(507.6)
Current liabilities
(180.5)
Total liabilities
(688.1)
(87.3)
358.9
(416.5)
(99.0)
(87.3)
358.9
172.6
NET (LIABILITIES)/ASSETS
(87.3)
358.9
(236.0)
(180.5)
Note: this unaudited pro forma statement of net assets has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation
and does not represent the actual financial position or results of the Group at that date. The proforma illustrates only the impact of debt conversion and does not
include any other adjustments that may arise.
BUSINESS REVIEW
Housing
Margins
Group gross profit margin for the period
was 27.5% (2009 13.9%), after sales and
marketing costs. Stronger pricing in the
year has underpinned this improvement,
supported by controls over the levels of
stock and work-in-progress which have
averted any need for excessive discounting.
The business has continued to maintain a
focus on cost savings and efficiencies and
has where appropriate re-negotiated
certain of its development agreements to
secure viable margins.
27.5%
Group gross profit margin for
the period, after sales and
marketing costs.
BUSINESS REVIEW
Land Bank
The Groups contracted land bank is summarised in terms of units and gross development
value as follows:
2010
Units
Short term housing
2009
GDV m
Units
GDV m
13,615
2,605
12,823
2,375
281
335
13,615
2,886
12,823
2,710
Strategic land
16,726
3,495
18,330
3,449
30,341
6,381
31,153
6,159
Donations
During the year the Group made donations
to charities of 2,000 (2009 2,000).
Employees have continued to support the
Groups nominated charity, The Variety Club
and raised 11,000 for this cause during the
year. There were no political donations made.
BUSINESS REVIEW
RISKS AND
UNCERTAINTIES
Managing risk is a core element of
executive management; a risk management
framework must be proactive and dovetail
with normal business processes, to drive
business benefits.
BUSINESS REVIEW
The principal risks facing Crest Nicholson in 2011 include but are not limited to those set out in the table below:
AREA
RISK
MITIGATION
MACRO-ECONOMIC
CLIMATE
MORTGAGE LENDING
PLANNING UNCERTAINTY
RECRUITMENT &
RETENTION
REGULATION
HEALTH, SAFETY
AND ENVIRONMENTAL
Social and environmental risk are analysed in more detail in our comprehensive 2010 Sustainability Report, with a particular focus on the
business risks and opportunities associated with Climate Change.
HARBOURSIDE, Bristol
BUSINESS REVIEW
DIRECTORS
Directors during the year:
Mr S Stone
Mr D P Darby
(Resigned 19th January 2011)
Mr N C Tinker
Mr A I Goldman
Mr A M Coppel
Mr M G McCaig
Disclosure of information
to auditors
The Directors who held office at the date of
approval of this Directors report confirm
that, so far as they are each aware, there
is no relevant audit information of which
the companys auditors are unaware;
and each director has taken all the steps
that he ought to have taken as a director
to make himself aware of any relevant
audit information and to establish that
the companys auditors are aware of that
information.
Auditors
Pursuant to section 487 of the Companies
Act 2006, the auditors will be deemed to
be reappointed and KPMG Audit Plc will
therefore continue in office.
By Order of the Board
K M Maguire
Secretary
Crest House,
Pyrcroft Road,
Chertsey,
Surrey
KT16 9GN
18th April 2011
AVANTE, Coxheath
SUSTAINABILITY REVIEW
SUSTAINABILITY REVIEW
The most sustainable business is one that prospers and grows.
Our vision for sustainable communities is part of our core purpose
and sets us apart in our market. This year we continued to address
economic, regulatory and technical challenges and moved further
towards realising the full value of sustainability for our business.
Crest Nicholsons sustainability goals
relate directly to our business strategy
and priorities.
Our reputation as a company with a clear,
long-term vision founded on design and
quality has undoubtedly helped us to
maintain strong relationships with banks
and other stakeholders, particularly
over the last two challenging years. Our
proactive engagement with senior local
authority officers and councillors was a
real highlight this year, providing further
evidence that authorities do want to see
new housing and are looking for ways to
deliver it in sustainable ways.
Chris Tinker
Regeneration Chairman
Board Director responsible for Sustainability
BASE, Brentwood
SUSTAINABILITY REVIEW
SUSTAINABILITY REVIEW
Delivering excellence in
customer service
For the second year a 5-star rating
for customer satisfaction in the HBF
independent survey.
96% of our customers would recommend
Crest Nicholson to a friend.
96%
of our customers would
recommend Crest Nicholson
to a friend
Included in the Sustainability Review is some commentary which was not included in the Directors Report forming part of the
Report and audited financial statements for the year ended 31st October 2010.
AVANTE, Coxheath
SUSTAINABILITY REVIEW
DELIVERING SUSTAINABLE
COMMUNITIES
There is much debate around what makes a sustainable
community. Many complex and sometimes conflicting
issues must be carefully balanced in order to create a truly
sustainable community.
A sustainable community is a place that adds to quality of life and stability. It
provides homes with a range of types and tenure that match current lifestyles, but
that can also adapt to changing needs. It will have been created with respect for
the local environment both in terms of the built form and how it supports people
in leading more sustainable lifestyles. It must be well integrated within the locality,
especially in terms of design and character, notwithstanding the need for good
access to transport and other services.
Fundamentally, its a place that can stand the test of time because it is planned,
designed, built and maintained to high standards responding to local community
needs and aspirations and with the long-term future in mind.
ICON, Street
SUSTAINABILITY REVIEW
Delivery
Over half our homes met EcoHomes or Code
for Sustainable Homes standards, and all were
designed to Code 4.
Innovation
We continued to drive innovation in cost effective
low carbon homes via the AIMC4 Consortium.
Regulations
The UKs stretching carbon reduction targets are a significant challenge for the
design and development of new homes, with technical definitions such as
Zero Carbon and Carbon Compliance still evolving.
Over 99%
Of our timber supply is audited
by WWF as legally sourced, to FSC
or PEFC standards.
Responsible Procurement
We implement a sustainable procurement policy,
sharing the journey with our suppliers to provide
value, quality and demonstrate that their approach
is environmentally responsible.
Included in the Sustainability Review is some commentary which was not included in the Directors Report forming part of the
Report and audited financial statements for the year ended 31st October 2010.
SUSTAINABILITY REVIEW
A RESPONSIBLE
AND ETHICAL BUSINESS
Developing expertise
Certification Scheme
Conserving resources
Achieved the 2008 WRAP target
Halving waste to Landfill by 2011.
84% Construction waste recycled in 2010.
Included in the Sustainability Review is some commentary which was not included in the Directors Report forming part of the
Report and audited financial statements for the year ended 31st October 2010.
Respective responsibilities
of Directors and Auditors
As explained more fully in the Directors
Responsibilities Statement set out on page
22, the Directors are responsible for the
preparation of the financial statements
and for being satisfied that they give a true
and fair view. Our responsibility is to audit,
and express an opinion on, the financial
statements in accordance with applicable
law and International Standards on Auditing
(UK and Ireland). Those standards require
us to comply with the Auditing Practices
Boards (APBs) Ethical Standards
for Auditors.
ACCOUNTS
Note
Cost of sales
Gross profit
Year ended
31st October 2010
m
Period ended
31st October 2009
m
284.4
238.2
(206.3)
(205.2)
78.1
33.0
(31.0)
(19.1)
Administrative expenses:
-
Administrative expenses
Exceptional charge
(18.7)
(31.0)
(37.8)
0.2
0.3
Operating profit/(loss)
47.3
(4.5)
Financial income
8.2
4.7
(14.1)
(10.5)
(61.5)
(35.7)
(75.6)
(46.2)
(8.8)
(5.5)
(76.2)
(47.0)
1.5
0.8
(27.4)
(50.7)
(0.2)
0.2
(27.6)
(50.5)
Income tax
ACCOUNTS
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
For year ended 31st October 2010
Year ended
31st October 2010
m
Period ended
31st October 2009
m
(27.6)
(50.5)
(0.2)
0.2
6.2
(27.3)
0.2
6.2
(27.1)
(21.4)
(77.6)
ACCOUNTS
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
For year ended 31st October 2010
Share
capital
m
Cash flow
hedging
reserve
m
Retained
earnings
Total
(50.5)
(50.5)
0.2
0.2
(77.8)
(77.6)
(27.6)
(27.6)
6.2
6.2
(0.2)
(0.2)
0.2
0.2
(99.0)
(99.0)
st
st
(27.3)
-
(27.3)
0.2
ACCOUNTS
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
at 31st October 2010
Note
2010
m
2009
m
ASSETS
Non-current assets
9
29.0
29.0
10
4.0
4.8
Investments
11
3.7
11.2
12
21.1
57.8
14.6
59.6
Inventories
13
361.9
386.0
14
39.6
41.5
129.8
531.3
101.9
529.4
589.1
589.0
Intangible assets
Current assets
Total assets
LIABILITIES
Non-current liabilities
Interest bearing loans and borrowings
15
(433.7)
(367.5)
16
(25.0)
(36.6)
21
(36.1)
(46.1)
Provisions
18
(12.8)
(17.9)
(507.6)
(468.1)
Current liabilities
Trade and other payables
16
(174.0)
(195.1)
Provisions
18
(6.5)
(3.4)
(180.5)
(198.5)
Total liabilities
(688.1)
(666.6)
Net liabilities
(99.0)
(77.6)
SHAREHOLDERS EQUITY
Share capital
Retained earnings
Total deficit attributable to equity shareholders
(99.0)
(77.6)
(99.0)
(77.6)
ACCOUNTS
CONSOLIDATED STATEMENT
OF CASH FLOWS
For year ended 31st October 2010
Year ended
31st October 2010
Period ended
31st October 2009
(27.0)
(50.5)
1.2
75.6
(1.5)
0.2
0.7
0.1
18.7
47.0
(0.8)
(0.2)
48.5
15.0
1.9
24.1
(36.4)
(4.7)
81.4
9.4
38.1
101.1
(10.8)
(6.2)
27.3
94.9
(0.4)
7.9
(6.3)
1.2
15.4
0.1
(0.2)
(0.9)
(5.9)
8.5
(0.6)
(0.6)
(1.5)
(1.5)
Interest paid
27.9
101.9
129.8
101.9
101.9
Measurement convention
The financial statements are prepared
in accordance with the historical cost
convention, except for certain financial
instruments and available for sale assets,
which are carried at fair value.
Basis of preparation
going concern
Following the financial restructuring of
the Crest Nicholson Holdings Limited
group in March 2009, the business has
been dependent for its working capital
requirements on funds provided to it
through senior bank facilities totalling
500 million, which are scheduled for
repayment in March 2012. The Directors
have prepared cash flow projections for the
period to maturity of the senior facilities
in March 2012, which show that the Group
is capable of operating within the bank
facilities currently available and meeting
the financial covenant tests. The nature
of the Groups business is such that there
can be unpredictable variations in the
timing of cash inflows and performance.
The Directors recognise that in the
current economic environment, risks exist
regarding the amount and timing of cash
flows from future sales and future building
costs and have considered the effect of
reasonably possible variations on their
ability to trade.
During the year, the Directors commenced
discussions with its lenders about a further
financial restructuring of the Group, to
increase the equity on the Group balance
sheet and extend bank facilities for a further
three to four years. After the balance
sheet date, Vrde Partners, together with
certain market associates and partners,
progressively acquired the debt of other
group lenders in order to facilitate a
financial restructuring of the Group.
Consolidation
The consolidated accounts include the
accounts of Crest Nicholson Holdings
Limited and entities controlled by the
company (its subsidiaries) at the reporting
date. Control is achieved where the
company has the power to govern the
financial and operating policies of an entity
so as to obtain benefits from its activities.
The profits and losses of subsidiaries
acquired or sold during the year are
included as from or up to their effective
date of acquisition or disposal.
On acquisition of a subsidiary, all of the
subsidiarys separable, identifiable assets
and liabilities existing at the date of
acquisition are recorded at their fair values
reflecting their condition at that date. All
changes to those assets and liabilities,
and the resulting gains and losses that
arise after the Group has gained control
of the subsidiary are charged to the post
acquisition income statement or statement
of recognised income and expense.
Goodwill
Goodwill arising on consolidation
represents the excess of the cost of
acquisition over the Groups interest in
the fair value of the identifiable assets
and liabilities of the acquired entity at the
date of the acquisition. Goodwill arising on
acquisition of subsidiaries and businesses
is capitalised as an asset. Goodwill
allocated to the strategic land holdings is
recognised as an asset, being the intrinsic
value within these holdings in the acquired
entities, which is realised upon satisfactory
planning permission being obtained and
sale of the land.
Goodwill is assessed for impairment at
each reporting date by performing a value
in use calculation, using a discount factor
based on the Groups pre-tax weighted
average cost of capital. It is tested by
reference to the proportion of legally
completed plots in the period compared to
the total plots which are expected to receive
Joint ventures
A joint venture is an undertaking in which
the Group has a participating interest
and which is jointly controlled under a
contractual arrangement.
Where the joint venture involves the
establishment of a separate legal entity,
the Groups share of results of the joint
venture after tax is included in a single
line in the consolidated income statement
and its share of net assets is shown
in the consolidated balance sheet as
an investment.
Where the joint venture does not involve the
establishment of a legal entity, the Group
recognises its share of the jointly controlled
assets and liabilities and income and
expenditure on a line by line basis in the
balance sheet and income statement.
Revenue recognition
Revenue comprises the fair value of the
consideration received or receivable, net
of value-added tax, rebates and discounts
but excludes the sale of properties taken
in part exchange.
Revenue is recognised once the value of
the transaction can be reliably measured
and the significant risks and rewards of
ownership have been transferred.
Revenue is recognised on house sales at
legal completion. Revenue is recognised on
land sales and commercial property sales
from the point of unconditional exchange
of contracts. Where the conditions for the
recognition of revenue are met but the
Group still has significant acts to perform
under the terms of the contract, revenue is
recognised as the acts are performed.
Exceptional items
Exceptional items are those significant
items which are separately disclosed by
virtue of their size or incidence to enable
a full understanding of the Groups
financial performance.
Taxation
Income tax comprises current tax and
deferred tax. Income tax is recognised in
the income statement except to the extent
that it relates to items recognised directly
in equity, in which case it is also recognised
in equity.
Current tax is the expected tax payable
on taxable profit for the period and any
adjustment to tax payable in respect of
previous periods. The groups liability for
current tax is calculated using tax rates that
have been enacted or substantively enacted
by the balance sheet date.
Deferred tax is provided on temporary
differences between the carrying amounts
of assets and liabilities in the financial
statements and the corresponding tax
bases used in the computation of taxable
profit. Deferred tax liabilities are recognised
for all taxable temporary differences, except
those exempted by the relevant accounting
standard, and deferred tax assets are
recognised to the extent that it is probable
that taxable profits will be available against
which deductible temporary differences
can be utilised.
Dividends
Dividends are recorded in the Groups
financial statements in the period in
which they are paid.
Inventories
Leases
A finance lease is a lease that transfers
substantially all the risks and rewards
incidental to the ownership of an asset;
all other leases are operating leases.
Assets acquired under finance leases are
capitalised and the outstanding future
lease obligations are shown in creditors.
Operating lease rentals are charged to the
income statement on a straight line basis
over the period of the lease.
Financial Instruments
Trade receivables
Trade receivables which do not carry any
interest are stated at their nominal amount
less impairment losses.
Trade payables
Trade payables are generally stated at
their nominal amount; land payables with
deferred settlement terms are recorded at
their fair value.
Borrowings
Interest bearing bank loans and overdrafts
are measured initially at fair value, net of
direct issue costs. Finance charges are
accounted for on an accruals basis in
the income statement using the effective
interest method and are added to the
carrying amount of the instrument to the
extent that they are not settled in the period
in which they arise or included within
interest accruals.
Provisions
A provision is recognised in the balance
sheet when the Group has a present legal
or constructive obligation as a result of a
past event and it is probable that an outflow
of economic benefits will be required to
settle the obligation. If the effect is material,
provisions are determined by discounting
the expected future cash flows at a
pre-tax rate that reflects current market
assessments of the time value of money
and, where appropriate, the risks specific
to the liability.
2. REVENUE
There is no Group revenue in geographical
markets outside the United Kingdom.
No segmental information has been
presented as the Directors consider
that there is only one business and
geographical segment.
3. EXCEPTIONAL ITEM
There are no exceptional items in the
current year.
Following the acquisition of Castle Bidco
Limited by Crest Nicholson Holdings
Limited on 24th March 2009, the goodwill
arising on acquisition was assessed for
impairment. An exceptional impairment
charge of 18.7m was made in the period
ended 31st October 2009.
Period ended
31st October
2009
m
25.4
15.8
0.1
1.2
0.7
0.2
0.1
4.1
2.5
000
000
36
61
112
114
34
21
Auditors remuneration:
Audit of these financial statements
Audit of financial statements of subsidiaries pursuant to legislation
Other services relating to taxation
In addition to the Auditors remuneration disclosed above, fees of 2,000 (2009 7,000) were paid to the Groups auditors by the
Crest Nicholson Money Purchase pension scheme in respect of the audit of the scheme.
Amounts paid to the Companys auditor in respect of services to the Company, other than the audit of the Companys financial
statements, have not been disclosed as the information is required instead to be disclosed on a consolidated basis.
Staff costs
Wages and salaries
Social security costs
Other pension costs
Year ended
31st October 2010
Period ended
31st October 2009
Number
Number
453
456
11
11
464
467
m
23.0
2.7
(0.1)
m
13.4
1.4
1.0
25.6
15.8
Key Management comprises the Main Board, as the Directors are considered to have the authority and responsibility for
planning, directing and controlling the activities of the Group. Details of Directors remuneration, pension and share based
payments are as follows:-
DIRECTORS REMUNERATION
Aggregate emoluments
Year ended
31st October 2010
Period ended
31st October 2009
000
000
1,915
871
Retirement benefits have accrued to three Directors under the Crest Nicholson defined benefit scheme. The aggregate
value of company contributions paid for Directors was 107,000 (2009 79,000).
Highest paid Director
Emoluments
Defined benefit scheme:
- Accrued pension at end of year
841
341
113
99
Period ended
31st October 2009
Interest income
0.7
0.6
2.2
0.6
5.3
3.5
Finance income
8.2
4.7
Finance costs
Amortisation of
bank debt fair
value discount
m
5.4
11.5
16.9
5.2
50.0
55.2
3.5
14.1
61.5
3.5
75.6
1.5
1.5
7.3
7.3
8.8
8.8
22.9
61.5
84.4
Other interest
Finance costs
Total
m
Total
Amortisation of
bank debt fair
value discount
m
5.2
6.6
11.8
3.7
29.1
32.8
1.6
10.5
35.7
1.6
46.2
1.5
1.5
4.0
4.0
5.5
5.5
16.0
35.7
51.7
Other interest
7. TAXATION
Year ended
31st October 2010
m
Period ended
31st October 2009
m
(0.2)
0.2
0.2
(0.2)
0.2
(0.2)
The total tax charge for the period is higher (2009 higher) than the standard rate of UK Corporation tax of 28%.
The differences are explained below:
m
(27.4)
(50.7)
(7.7)
(14.2)
0.8
0.6
0.2
(1.3)
(0.4)
(0.2)
(11.9)
(12.6)
20.1
26.6
0.2
(0.2)
8. DIVIDENDS
There were no distributions to equity shareholders in the year (2009 nil). No dividend has been proposed by the Directors
after the balance sheet date.
9. INTANGIBLE ASSETS
m
Total
Goodwill
Cost
At 23rd January 2009
47.7
47.7
47.7
Impairment
At 23rd January 2009
Impairment charge
(18.7)
(18.7)
(18.7)
Carrying value
At 31st October 2009
29.0
At 31 October 2010
29.0
st
Goodwill arose on the acquisition of Castle Bidco Limited on 24th March 2009. Goodwill is allocated to acquired strategic land
holdings and is tested annually for impairment. The recoverable amounts are determined by assessing value in use, using a house
building sector weighted average cost of capital of 9.57% (2009 9.73%), covering a period of 22 years (being the minimum period that
management expects to benefit from the acquired strategic land holdings) and based on current market conditions.
8.6
Additions
0.2
Disposals
(0.5)
8.3
Additions
0.4
8.7
Accumulated depreciation
At 23rd January 2009
Acquired through business combination
3.1
0.7
Disposals
(0.3)
3.5
1.2
At 31 October 2010
4.7
st
Carrying value
At 31st October 2009
4.8
At 31 October 2010
4.0
st
CONSOLIDATED
CHIEF EXECUTIVES
FINANCIAL STATEMENTS
REVIEW | 02
11. INVESTMENTS
Cost of
Investment
Loans
Share of Post
Acquisition
Reserves
m
Total
m
Joint ventures
At 23rd January 2009
4.4
(15.3)
(10.9)
0.8
0.8
Additions
6.8
11.2
6.8
(14.5)
(3.3)
13.4
13.4
1.5
1.5
Additions
Repayments
(7.9)
(7.9)
3.3
0.4
3.7
The Group has a 50% interest in Crest/Galliford Try (Epsom) LLP, a Limited Liability partnership set up to develop three sites in Epsom.
The LLP purchased the land and is responsible for developing the infrastructure on the sites. The risks and rewards of development
will accrue to the development partners, Crest Nicholson and Galliford Try. Accordingly, fair value provisions of 13.4m acquired through
business combination are no longer shown as deductions from Investments but are classified as provisions of the Crest Nicholson Group.
At 31st October 2010, Crest/Galliford Try (Epsom) LLP had Capital Employed of 61m (2009 78m).
The Group has a 50% interest in Crest Nicholson Bioregional Quintain LLP, a Limited Liability partnership set up to develop a site in
Brighton. The site was substantially completed during the year; at 31st October 2010, Crest Nicholson Bioregional Quintain LLP had Capital
Employed of 3.4m (2009 15m).
The Group owns 500 ordinary shares of 1 each representing 50% of the issued share capital of Brentford Lock Limited, a company
registered in England, which was set up to redevelop a site in West London. The site was completed and all units sold in 2006. At
31st October 2010, 3m was due from Crest Nicholson Operations Limited to Brentford Lock Limited, pending declaration of a final
dividend (2009 3m).
Subsidiary undertakings
The subsidiary undertakings which are significant to the Group and traded during the period are set out below. The Groups interest is in
respect of ordinary issued share capital which is wholly owned and all the subsidiary undertakings are incorporated in Great Britain and
included in the consolidated financial statements.
Subsidiary
Nature of Business
Holding company
Holding company
Residential and
commercial property
development
8.3
Additions
6.0
Disposals
(0.1)
0.4
14.6
Additions
6.5
Disposals
(0.2)
0.2
At 31 October 2010
21.1
st
Crest Nicholson operates an Easybuy scheme, under which up to 25% of the purchase price of selected properties is funded through
a loan from the Group, secured on the property. The Group retains a percentage interest in the market value of the property equal to
the initial percentage of the loan provided. These loans are repayable at the relevant percentage of the market value of the property
upon sale or transfer of ownership of the property or within 10 years, whichever is sooner. The purchaser also has an option to repay
the loan earlier than would otherwise be required, subject to a market valuation of the property. Interest is payable on the outstanding
balance from the fifth anniversary of the purchase.
Crest Nicholson has also participated in the Governments HomeBuy Direct scheme, under which up to 30% of the purchase price
of selected properties was funded through loans of up to 15% each from the Group and from the Homes and Communities Agency,
secured on the property. The Group retains an interest in the market value of the property equal to the initial percentage of the loan
provided. These loans are repayable at the relevant percentage of the market value of the property upon sale or transfer of ownership
of the property or within 25 years, whichever is sooner. The purchaser also has an option to repay the loan earlier than would otherwise
be required, subject to a market valuation of the property. Interest is payable on the outstanding balance from the fifth anniversary of
the purchase.
Available for sale assets are held at fair value. The Directors believe that there is sufficient relevant expertise within the Group to
perform this valuation.
13. INVENTORIES
2010
m
2009
m
314.9
338.2
47.0
47.8
361.9
386.0
Included within inventories is 223.4m (2009 235.7m) expected to be recovered in more than 12 months. Inventories to the value of
190.0m (2009 185.3m) were recognised as expenses in the period.
2009
m
Current
8.7
10.1
16.5
23.3
9.4
0.1
Other receivables
3.9
5.3
Trade receivables
Recoverable on contracts
1.5
1.1
1.2
39.6
41.5
2010
m
2009
m
Term loans
418.5
349.3
Other loans
12.1
12.6
Loan notes
3.1
5.6
433.7
367.5
2010
m
2009
m
21.5
32.1
3.5
4.5
25.0
36.6
24.0
40.7
19.2
19.6
Payments on account
28.2
22.7
Due to associates
0.9
0.2
1.0
1.0
Other payables
24.9
33.9
Accruals
75.8
77.0
174.0
195.1
Non-current
Non-current
Land payables on contractual terms
Accruals
Current
18. PROVISIONS
Rental
and other
obligations
in respect
of vacant
properties
m
Future losses
on joint
ventures
(note 11)
Total
Non-current
At 23rd January 2009
3.2
2.4
12.3
-
15.5
2.4
At 31 October 2009
5.6
12.3
17.9
0.2
(5.3)
(5.1)
At 31 October 2010
5.8
7.0
12.8
st
st
Current
At 23rd January 2009
2.1
2.9
5.0
(0.9)
(0.7)
(1.6)
1.2
2.2
3.4
0.5
2.6
3.1
At 31 October 2010
1.7
4.8
6.5
st
2010
2009
100
100
100
100
Authorised
10,000 ordinary shares of one penny each
Allotted and fully paid
10,000 ordinary shares of one penny each
At 31st October 2010 there were no options outstanding to subscribe for ordinary shares (2009 nil).
Fair values
Financial assets
The carrying amount of financial assets equates to their fair value. Financial assets of the Group at 31st October 2010 consisted of sterling
cash deposits of 129.8m (2009 101.9m), with solicitors and on current account and 21.1m (2009 14.6m) of available for sale assets.
Financial liabilities
The fair value of the facilities and their related hedging instruments is determined by discounting risk-adjusted expected future cash flows
with application of current market interest rates.
The fair values of the facilities determined on this basis are:
Nominal
interest rate
Face
value
2010
m
Carrying
value
2010
m
Fair
value
2010
m
Year of
maturity
343.5
327.1
281.5
2012
3.4
3.4
3.4
2012
158.9
88.0
2012
Loan notes
3.1
3.1
3.1
2012
Other loans
6.75%
12.1
12.1
12.1
2014
521.0
433.7
300.1
2010
Nominal
interest rate
Face
value
2009
m
Carrying
value
2009
m
Fair
value
2009
m
Year of
maturity
343.5
315.6
317.6
2012
0.9
0.9
0.9
2012
153.7
32.8
25.9
2012
Loan notes
5.6
5.6
5.6
2012
Other loans
6.75%
12.6
12.6
12.6
2012 - 13
516.3
367.5
362.6
2009
The difference between the face value and the carrying value of the Term loans of 16.4m and 70.9m respectively (87.3m in total),
(2009 27.9m and 120.9m respectively (148.8m in total)) is being charged as interest over the life of the facilities.
The carrying amount of the financial liabilities equates to their fair value, with the exception of the Term loans. The Facility B Term loan
has a fair value of 281.5m (2009 317.6m). The 2010 fair valuation has been determined by reference to market evidence for the enterprise
value of the business. The 2009 fair valuation was determined on a discounted cash flow basis, taking into account the margin over cost
of funds that would ordinarily be payable by companies in the Groups market sector. The Facility E Term loan has a fair value of nil (2009
25.9m), reflecting expectations that this loan will be waived in full as part of the 2011 financial restructuring of the Group. The 2009 fair
valuation of this loan was calculated by assessing the debt-free enterprise value of the Group at the balance sheet date and deducting
from this value debt repayments that would rank ahead of this debt.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or other counterparty fails to meet its contractual obligations.
Surplus cash is placed on deposit with banks with a minimum credit rating, or in accordance with group policy. The security
and suitability of these banks is monitored by treasury on a regular basis.
Trade and other receivables are mainly amounts due from housing associations and commercial property sales, which are within credit
terms. Management considers that the credit ratings of these various debtors are good and therefore credit risk is considered low.
The maximum exposure to credit risk at 31st October 2010 is represented by the carrying amount of each financial asset in the balance
sheet. The Group has no substantial exposure to any individual third party.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
Cash flow forecasts are produced to monitor the expected cashflow requirements of the Group against the available facilities. The principal
risks within these cashflows relate to achieving the level of sales volume and prices in line with current forecasts.
The following are the contractual maturities including estimated cash flows of the financial liabilities of the Group at 31st October 2010:
Carrying
value
m
Contractual
cash flows
m
Within 1
year
m
1-2 years
2-3 years
327.1
353.1
6.8
346.3
0.1
More than
3 years
m
2010
Facility B Term loan
Facility C Term loan
3.4
3.5
88.0
164.8
3.4
164.8
Loan notes
3.1
3.1
1.0
2.1
Other loans
12.1
15.7
15.7
433.7
540.2
7.9
516.6
15.7
315.6
362.6
5.4
9.7
347.5
2009
Facility B Term loan
Facility C Term loan
0.9
0.9
0.9
32.8
166.4
166.4
Loan notes
5.6
5.8
1.0
1.0
3.8
Other loans
12.6
16.4
16.4
367.5
552.1
6.4
10.7
518.6
16.4
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the
Groups income or the value of its holdings of financial instruments.
Sterling
Bank borrowings, loan notes and long term creditors
Carrying amount
Floating
rate
financial
liabilities
m
Fixed rate
financial
liabilities
433.7
2009
Sterling
Bank borrowings, loan notes and long term creditors
Total
Financial
liabilities
carrying
no interest
m
117.8
551.5
Total
516.5
Carrying amount
Floating
rate
financial
liabilities
m
Fixed rate
financial
liabilities
m
Financial
liabilities
carrying
no interest
m
367.5
149.0
The floating rate financial liabilities are subject to interest rates referenced to LIBOR. These rates are for a period between one and
twelve months.
For financial liabilities which have no interest payable but for which imputed interest is charged, consisting of land creditors, the
weighted average period to maturity is 26 months (2009 39 months).
The maturity of the financial liabilities is:
2010
m
2009
m
96.3
116.9
430.8
12.2
12.3
378.8
12.1
8.6
551.5
516.5
Sensitivity analysis
A change of 100 basis points in interest rates at the balance sheet date would have increased (decreased) equity and profit or loss by
the amounts shown below. This calculation assumes that the change occurred at the balance sheet date and had been applied to risk
exposures existing at that date.
This analysis assumes that all other variables remain constant and considers the pre-tax effect of financial instruments with variable
interest rates.
2010
Equity
2009
Equity
Income
statement
m
Income
statement
m
Increase in rates
(5.0)
(5.0)
(5.0)
(5.0)
Decrease in rates
5.0
5.0
5.0
5.0
Capital management
New operating policies and procedures were approved by the Board as part of the financial restructuring agreed in March 2009. The Group
has also agreed new covenants with the lenders as part of the terms of the restructure.
The Groups policies seek to match long term assets with long term finance and ensure that there is sufficient working capital to meet the
Groups commitments as they fall due, comply with the loan covenants and continue to sustain trading.
Management will continue to monitor actual cash flows against the approved cash flow forecast.
Discount rate
5.7%
5.5%
Salary escalation
0.0%
4.4%
Price inflation
3.5%
3.4%
3.1%
3.0%
5.9%
6.1%
5.7%
5.5%
The expected return on assets reflects the weighted average return on the categories of scheme assets shown below.
Mortality assumptions are as follows:
Mortality before retirement: PNMA 00 medium cohort (year of birth) 1.5% minimum improvement p.a. and PNFA 00
medium cohort (year of birth) 1.5% minimum improvement p.a.
Mortality after retirement: PNMA 00 medium cohort (year of birth) 1.5% minimum improvement p.a. and PNFA 00
medium cohort (year of birth) 1.5% minimum improvement p.a.
The major categories of Scheme assets as a percentage of the total fair value of Scheme assets are as follows:
2010
%
2009
%
Equities
58.2%
50.8%
Bonds
29.3%
28.4%
Property
2.2%
2.1%
Cash
1.3%
4.9%
Secured annuities
9.0%
13.8%
100.0%
100.0%
Total
The amounts recognised in the year (2009 post 24th March 2009) are as follows:
2010
m
2009
m
0.6
0.5
(1.7)
7.3
4.0
(5.3)
(3.5)
Total
0.9
1.0
Actuarial (gain)/loss
(6.2)
27.3
(5.3)
28.3
2010
m
2009
m
5.3
3.5
1.8
(27.3)
7.1
(23.8)
The cumulative debit to the SORIE since the adoption of IAS 19 (Revised) is 21.1m (2009 27.3m).
The actual return on scheme assets is:
The amounts included in the balance sheet arising from the Groups obligation in respect of its defined benefit scheme are as follows:
2010
m
2009
m
131.0
136.4
(94.9)
(90.3)
36.1
46.1
No deferred tax asset has been recognised on the balance sheet in relation to the net pension obligation as realisation of the related tax
benefit through future taxable profits is not considered probable in the foreseeable future (2009 nil).
Movements in the liability recognised on the balance sheet were as follows:
2010
m
2009
m
At beginning of year/period
46.1
20.9
(5.3)
28.3
(4.7)
(3.1)
At end of year/period
36.1
46.1
Changes in the present value of the defined benefit obligation were as follows:
2010
m
2009
m
136.4
99.7
0.6
0.5
Gain on curtailment
(1.7)
Interest cost
7.3
4.0
At beginning of year/period
Employee contributions
0.2
0.2
Actuarial (gains)/losses
(4.4)
36.1
(7.4)
(4.1)
131.0
136.4
The gain on curtailment arose as a result of the decision to close the scheme to future accrual during the year.
Changes in the fair value of scheme assets were as follows:
2010
m
2009
m
90.3
78.8
5.3
3.5
1.8
8.8
Employer contributions
4.7
3.1
At beginning of year/period
Employee contributions
0.2
0.2
(7.4)
(4.1)
At end of year/period
94.9
90.3
2010
m
2009
m
131.0
136.4
94.9
90.3
36.1
46.1
1.8
35.7
1.4%
26.2%
4.4
8.5
4.6%
9.4%
The expected employer contributions to the defined benefit scheme during 2011 are currently under review but will not be less
than 4m (2010 4.9m).
2009
m
3.6
3.8
(1.3)
(1.6)
12.4
13.8
(2.6)
(2.7)
9.2
13.4
(0.3)
(0.7)
21.0
26.0
0.6
0.6
0.9
1.0
1.5
1.6
Other
2010
m
2009
m
418.5
349.3
In addition, the syndicate lenders provide a 66.3m bank guarantee facility. Guarantees of 47.9m (2009 59.6m) had been given by the
lenders at 31st October 2010.
Borrowings of the Group are secured against the value of stock and work in progress.
(iii) Compensation of key management personnel is disclosed within Note 5. Key management also hold 8% of the shares in the
Company, with a further 2% held by other senior Crest Nicholson employees.
Goodwill
The carrying value of goodwill is substantially dependent on the ability of the Group to successfully progress its strategic land holdings.
Changes to the planning regime could undermine current assumptions about the sites which are expected to be successfully developed.
Deferred tax
Management has elected not to recognise deferred tax assets arising in respect of losses that can be carried forward against future taxable
income, nor those in relation to retirement benefit obligations and other timing differences, on the grounds that realisation of the related
tax benefit through future taxable profits could not be stated as probable at the balance sheet date.
Pensions
Management has employed the services of an actuary in setting these estimates; however, they recognise the risk that both expected
investment returns and ultimate scheme payments may differ substantially from current forecasts.
2010
2009
99
99
99
99
99
99
Fixed assets
Investments
Current assets
Cash at bank and in hand
Net assets
100
100
(1)
(1)
99
99
There are no recognised gains and losses for the year (2009 nil).
Basis of preparation
The Company financial statements have been prepared under the historical cost accounting rules and in accordance
with applicable UK Accounting Standards.
The accounting policies have been applied consistently in dealing with items which are considered material.
Under section 408 of the Companies Act 2006 the Company is exempt from the requirement to present its own profit
and loss account. Under FRS 1, the company is exempt from the requirement to prepare a cash flow statement on the
grounds that its consolidated financial statements, which include the Company, are publicly available.
The principal accounting policies adopted are set out below.
Investments
Investments in group undertakings are included in the balance sheet at cost less any provision for impairment.
Taxation
The charge for taxation is based on the result for the year and takes into account taxation deferred because of timing
differences between the treatment of certain items for taxation and accounting purposes.
Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain
items for taxation and accounting purposes which have arisen, but not reversed by the balance sheet date, except as
otherwise required by FRS 19.
Dividends
Dividends are recorded in the Companys financial statements in the period in which they are paid.
3. DIVIDENDS
Details of the dividends recognised as distributions to equity shareholders in the period and those proposed after the
balance sheet date are as shown in Note 8 of the Consolidated financial statements.
2010
2009
Additions
397,615,000
Impairment
(397,615,001)
At end of year/period
The subsidiary undertakings which are significant to the Group and traded during the period are shown in Note 11 of the Consolidated
financial statements.
5. SHARE CAPITAL
2010
2009
100
100
100
100
Authorised
10,000 Ordinary shares of 1p each
Allotted, called up and fully paid
10,000 Ordinary shares of 1p each
At 23 January 2009
rd
Issue of shares
Loss for the period
Share
capital
Total
100
100
(397,615,001)
(397,615,001)
397,615,000
397,615,000
100
(1)
99
At 31 October 2010
100
(1)
st
99
The loss dealt with in the books of the Company was nil (2009 397,615,001).
During the prior reporting period ended 31st October 2009, on acquisition of Castle Bidco Limited, the Company became a guarantor to the
senior facilities agreement and the mezzanine facilities agreement of the Castle Bidco Group. Lenders under these facilities made a partial
demand under this guarantee amounting to 397,615,000. This was treated as a capital contribution to Castle Bidco Limited, with the
corresponding receivable from Castle Bidco being subsequently waived. The initial investment of 1 was impaired to nil.
The lenders also agreed to exchange their debt of 397,615,000 for equity in the Company, resulting in a gain on equitisation.
7. CONTINGENT LIABILITIES
There are performance bonds and other engagements, including those in respect of joint venture partners, undertaken in the ordinary
course of business from which it is anticipated that no material liabilities will arise.
In addition, the Company is required from time to time to act as surety for the performance by subsidiary undertakings of contracts entered
into in the normal course of their business.
Under the terms of the bank facilities, each company within the Group is a guarantor of the bank facilities of other group members that
have acceded to the senior facilities agreement.
8. RELATED PARTIES
As 100% of the Companys voting rights are controlled within the Crest Nicholson Group, the Company has taken advantage of the
exemption contained in FRS 8 and has therefore not disclosed transactions or balances with entities which form part of the Group (or
investees of the Group qualifying as related parties).