Flagship Housing Group Limited Consolidated Financial Statements for the Year Ended 31 March 2014 Keswick Hall Norwich Norfolk NR4 6TJ www.flagship-housing.co.uk Industrial and Provident Societies Act 1965 Registered No. 31211R Homes and Communities Agency: Registered No. 4651 An Exempt Charity Flagship Housing Group Limited Contents Page Board of Management, Executive Team and Advisers 1 Chair’s Statement 2 Operating and Financial Review 3 Report of the Board 13 Report of the Board on Corporate Governance and Internal Financial Control 17 Report of the Independent Auditors 19 Income and Expenditure Accounts 20 Statements of Total Recognised Surpluses and Deficits 21 Statements of Historical Cost Surpluses and Deficits 21 Balance Sheets 22 Cash Flow Statements 23 Notes to the Financial Statements 24 2 Flagship Housing Group Limited Board of Management, Executive Team and Advisers Board of Management: Member Board Audit Committee √ P Lakey N Chair R Finon N √ Chair J Makepeace N √ √ K Gordon (Resigned 23 September 2013) N √ √ (to 23/09/2013) D Ayre N √ A London (Resigned 13 September 2013) N √ C Frazer N √ P Remington N √ D McQuade E √ D Armstrong E √ E King EC √ H Walsham EC √ R Ayden Remuneration Committee Growth Committee (disbanded 1 January 2014) √ Chair Chair (to 13/09/2013) √ √ Chair (from 14/09/2013) S The following are co-optees of the committees as indicated and not members of the Board P Cook (Appointed 1 June 2013) R Bennett (Appointed 3 June 2014) √ C C √ Key: N – Non-Executive Director; E – Executive Director; EC – Executive Director Co-opted onto the Board; S – Company Secretary; C – Co-optee Advisers: Registered Office: Solicitors: Internal Auditors: External Auditors: Bankers: Group Funders: Keswick Hall, Keswick, Norwich, Norfolk, NR4 6TJ Anthony Collins Solicitors, 134 Edmund Street, Birmingham, B3 2ES Beever & Struthers, St Georges House, 215 - 219 Chester Road, Manchester, M15 4JE Mazars LLP, 45 Church Street, Birmingham, B3 2RT National Westminster Bank, Norfolk & Waveney Corporate Business Centre, Norfolk House, Exchange Street, Norwich, Norfolk, NR2 1DD The Royal Street, Bank ofNorwich, Scotland; Santander Exchange NR2 1DD UK; The Co-operative Bank; Nationwide Building Society 1 1 Flagship Housing Group Limited Chair’s Statement 2013/14 was a satisfying and significant year for Flagship. Our financial results remain strong, in a challenging environment. That is a very satisfying achievement. Our new maintenance company, RFT Repairs, ‘went live’ on 3 June 2013 - providing a responsive repairs service to our 22,000 customers - and that is of major significance to the future of Flagship. We opened two distribution centres to give certainty of materials supply to RFT operatives, and to improve the efficiency and quality of the service. It’s still early days, with further improvements to be made, but we know RFT will create substantial gains in Value-for-Money and customer satisfaction for many years to come. Also of significance, we have expanded geographically - acquiring 172 general needs and shared ownership homes in the Cambridge area. These homes are part of a wider development in which we are partnering BPHA, the Bedford-based housing association. This is an exciting opportunity and we are looking forward to building the partnership. The word ‘crisis’ is often used about housing, with some justification. The East of England, like most of the country, faces huge challenges around affordability and supply. Far fewer homes are being built than are needed, and it’s ever-more difficult to afford to buy or rent in the private sector. It is crucial, therefore, that major housing associations like Flagship strive to provide as many high-quality, affordable homes as possible. Over the next year, we plan to fund the building of 383 new homes and the re-modelling of three schemes in Suffolk and Norfolk, to provide a further 41 homes. As ever, I am very grateful to the staff of Flagship and to my fellow Board Directors for their considerable efforts during the year. We are fortunate in having such a highly-skilled group of people, who are enthusiastic about leading Flagship in the next stage of its evolution. We are going to have work very hard - with creativity and courage - to continue to improve services for our customers and to develop new homes. We relish that challenge. Finally, I would like to thank Kate Gordon and Rosemary London, who stood down as Non-Executive Directors. They were valued members of the Flagship Board, with many years of service, and had previously chaired the boards of Peddars Way and Kings Forest Housing Associations, respectively, before amalgamation. Their contribution over the years has been considerable. Peter Lakey Chair 31 July 2014 2 2 Flagship Housing Group Limited Operating and Financial Review for the Year Ended 31 March 2014 Principal activities Flagship's primary activity is to provide general needs rented accommodation for people on low incomes. Our purpose is the provision of homes for people in need. The majority of our housing stock is one, two and three bedroom accommodation. We provide five very sheltered housing schemes with extra care and a number of traditional sheltered schemes. In addition we offer services for young people aged 16-24, shared ownership homes, some student accommodation and a small number of market rented homes. The Group had 22,017 (2013: 22,064) homes in management at 31 March 2014. The results of Flagship Housing Developments Limited and RFT Repairs Limited are consolidated in the Group’s results. Flagship Housing Developments Limited provides development services to the Group, RFT Repairs Limited provides repairs services to the Group. the causes of variation in performance, act on the system to reduce waste, build capacity and keep improving. We are regulated by the Homes & Communities Agency (HCA). As with any regulator this involves an ongoing dialogue in respect of all issues affecting the sector and Flagship at a local level. Following a periodic review by the HCA, it has been confirmed that the Group has been awarded the highest Governance and Viability ratings of G1 and V1. www.homesandcommunities.co.uk/ourwork/regulatoryjudgements. Principal strategic and operational risks The principal risks faced by Flagship are identified by the Board and senior managers at regular board meetings and factored into the Business Plan. Currently the external risks include: Objectives and strategies Our strategic intent is to provide the best housing management and maintenance service in the East of England. Our aim is get service right, first time - and we encourage this through a culture of continuous improvement. Reduced public funding restricting in the amount of new developments and supporting housing able to be built. Welfare reform leading to a loss of income, including uncertainty over future housing benefit eligibility, caps and direct payments to customers. Inflation, interest rate and margin increases resulting in higher costs. Operating review Repairs service During the year Flagship’s development programme produced 51 (2013: 148) new homes. No new Shared Ownership properties were completed this year (2013: 16.) During the year there were 53 (2013: 47) staircasing sales, 41 (2013: 34) of which were staircasing up to outright ownership. On 3 June 2013 Flagship launched its own maintenance company, RFT Repairs Limited. RFT was created with the aim of improving the service to our customers and designing and delivering a much more efficient and effective service. Through these efficiencies we will create additional capacity to reinvest in the business. The new service aims to complete repairs at our customers’ convenience and ensure that repairs are completed to a high standard at the first visit. Whilst visiting our properties operatives identify and diagnose any other repairs, ensuring that we address any issues before they become problems and helping us to maintain our homes to a high standard. Our own repairs service positions us very strongly for the future providing the insight into the needs of our customers and properties to deliver a truly exceptional service. Improvement of the housing stock remains a priority and during the year we invested £43.6m (2013: £32.4m) on routine and planned maintenance. This additional expenditure is a core part of the Group’s two year programme to invest more in maintenance by ensuring we do the right repairs to protect the long term value of our housing stock. We are committed to the continuous improvement of all our services through Systems Thinking. This method enables us to understand what is going on in the work, 3 3 Flagship Housing Group Limited Operating and Financial Review for the Year Ended 31 March 2014 Group financial results: Five year summary Income & Expenditure 2014 Account (£’000) Social housing lettings 99,413 turnover 11,438 Other turnover Turnover 110,851 Social housing lettings (61,049) operating costs (9,254) Other operating costs Operating costs (70,303) Operating surplus 40,548 Surplus on sale of assets 1,391 Net interest charge (24,795) Surplus for the year 17,144 Balance Sheet Housing properties at valuation Other tangible fixed assets and investments Net current assets Creditors due after 1 year Other long term liabilities Reserves Cash flow statement Net cash flow from operating activities Returns on investments and servicing of finance Taxation Capital expenditure Management of liquid resources Financing Net cash flow Financial ratios Operating margin – social housing Operating margin Operating costs per home - Social Housing Operating costs per home Operating surplus to interest Covenant Debt per unit 2013 (£’000) 2012 (£’000) 2011 (£’000) 2010 (£’000) 92,783 85,890 80,444 77,363 13,771 106,554 20,697 106,587 31,245 111,689 35,615 112,978 (49,771) (43,397) (41,965) (38,524) (9,975) (59,746) 46,808 1,407 (25,467) 22,748 (16,435) (59,832) 46,755 582 (25,077) 22,260 (30,441) (72,406) 39,283 399 (25,453) 14,229 (34,377) (72,901) 40,077 668 (24,840) 15,905 1,017,708 904,062 863,327 811,261 750,858 8,539 4,217 3,868 3,694 3,773 66,086 1,092,333 (2,913) 905,366 1,823 869,018 10,803 825,758 18,343 772,974 584,758 6,547 501,028 1,092,333 515,868 6,764 382,734 905,366 521,149 5,802 342,067 869,018 535,144 4,086 286,528 825,758 528,227 8,669 236,078 772,974 52,976 63,658 62,301 45,493 61,416 (24,695) (30,815) (25,284) (32,645) (25,521) (30,028) (25,590) (41) (35,115) (25,547) (7) (30,225) 40,000 69,836 27,302 (2,917) 2,812 (6,822) (70) 8,936 (6,317) (14,349) (8,712) 38.6% 46.4% 50.3% 47.8% 50.2% 36.6% 43.9% 43.9% 35.2% 35.5% £2,865 £2,332 £2,027 £2,020 £1,869 £3,193 £2,708 £2,741 £3,355 £3,406 2.16 2.36 2.27 1.89 1.79 £27,066 £23,776 £24,430 £24,917 £24,710 4 4 Flagship Housing Group Limited Operating and Financial Review for the Year Ended 31 March 2014 Five year summary Core social housing rental income continues to increase on an annual basis in accordance with our rental policy. Other income fluctuations show the planned reduction for new shared ownership and third party property sales activities. Financial ratios reflect the results of the planned increase in the responsive repairs completed. Financial performance The Group surplus before tax for 2013/14 has decreased by £5.6m to £17.1m. The financial statements continue to demonstrate strong performance. Some key facts are: Income: Social housing lettings income increased from £92.8m to £99.4m, reflecting the increased rent levels in accordance with the approved rent policy, and £815k revenue grants received. Expenditure: Operating costs have increased, 2014 - £70.3m; 2013 £59.7m. Routine maintenance, cyclical maintenance, planned maintenance and major works expenditure for the full year increased to £43.6m from £32.4m (including the capital elements). Establishing RFT Repairs Limited and our new way of working has identified a significant demand for responsive repair work. In the 10 months RFT has been operational, we have received over 50% more demand for repairs than we would have previously expected. In our business plan, which reflects the new way of working, we have anticipated a greater investment in repairs over 2-3 years. Ensuring we complete all the necessary repairs at each property when we visit and ensuring we do the right repair, resolving the root cause and not just patching the symptom, in the longer term will deliver a better service, reduce the costs of ownership and extend the life of our housing stock. As a result the surplus generated from social housing lettings at £38.4m has decreased by £4.6m. This has had a knock on impact by showing a deterioration the financial ratio’s looking at operating performance. The properties were valued by Savills (L&P) Limited and there was an increase in valuation of £113.6m. Current assets have increased by £69.0m, primarily due to the cash in hand and short term investments. The Group drew down its remaining existing loan facilities of £71.7m to benefit from the favourable arrangements that were due to expire before the year end. Creditors due under one year have dropped slightly to £20.8m (2013: 23.1m) due to fewer retentions payable at 31 March 2014 than in prior years. The gearing ratio (showing the level of indebtedness) has improved to 44.5% (2013: 45.7%). The pension liability under FRS 17 is £6.5m. This does not reflect the position of the Group’s SHPS scheme. The estimated employers’ debt in the SHPS scheme is £27.1m (2013: £27.2m). Cash Flows: Operating activities generated cash of £53.0m. Interest paid was lower than the prior year at £24.7m (2013: £25.3m). This is due a greater proportion of the debt moving to the variable rates, taking advantage of historically low interest rates. During the year £30.6m (2013: 46.9m) was spent on the improvement, construction and purchase of housing properties. This was offset by £1.0m (2013: 6.8m) of social housing grant received. £1.0m of social housing grant was repaid during the year. This had been provided for in prior year accounts. At 31 March 2014, £71.7m funding was drawn down (2013: £3m repaid). Repayments of £2.1m were made of the RSL Finance No1 bond. Funding: Gross loans outstanding at 31 March 2014 were £591.9m (2013: £524.6m). The average interest rate on these loans is 4.18% (2013: 4.78%) Flagship has comfortably met the covenants required as a condition of the above funding. The Business Plan confirms that these conditions will continue to be met. Balance Sheet: Housing properties are valued at £1,017.7m. 5 5 Flagship Housing Group Limited Operating and Financial Review for the Year Ended 31 March 2014 Operational performance and benchmarking Key performance indicators The table below details some of our key housing management and maintenance performance indicators. Operating performance is reviewed monthly by the Executive Team and at all Group Board meetings to ensure we are achieving our objectives and strategies. Customer satisfaction Overall customer satisfaction Rent Current tenant rental arrears as a % of income Current tenant rental arrears Average weekly gross rent (52 weeks) Housing management Average re-let time Rent loss from voids as a % of income Homes in management Development activities New handovers in year First tranche shared ownership sales Staircasing shared ownership sales Repairs Number of kitchens replaced Number of bathrooms replaced Number of boilers replaced Number of heating systems replaced Number of homes receiving windows installations Number of non-communal doors installed Number of roofs replaced SHIFT Rating 2014 2013 84% 88% *2.1% £3.2m £87.06 2.2% £2.1m £83.45 44.7 days 1.21% 22,017 17.4 days 0.7% 22,064 51 53 148 16 47 856 377 1,026 902 449 520 164 900 534 1,063 775 419 804 99 47.9 47.9 * As adjusted for Housing Benefit received immediately post year end, consistent with prior years 6 6 Flagship Housing Group Limited Operating and Financial Review for the Year Ended 31 March 2014 Investment for the future Value for Money (VfM) Our purpose is to provide homes for people in need across the East of England. Our core business is the provision of housing management and maintenance services to over 22,000 rented homes. We also have a new build development programme where we expect to handover over 300 new properties in the year to 31 March 2015. At Flagship our purpose is the provision of homes for people in needs and our strategic intent is to provide the best housing management and maintenance service in the east of England. We currently own and manage over 22,000 properties; homes to over 50,000 customers. Our strategic intent is to provide the best housing management and maintenance service in the East of England. By delivering services which are truly designed against customer needs we will build a different business model to all other housing associations in the East, enabling us to provide a significantly better overall service. Our relentless pursuit of continuous improvement and learning will differentiate us from our competitors and position us strongly for the future. Business priorities: We plan to grow our core business through the development of new affordable homes at a rate of at least 170 new homes per year. Improve performance in housing management and our repairs service. Focus on implementing continuous improvement group-wide (developing a learning company) to deliver improved value for money. Consider business growth ideas that could add value to our strategic intent. Review options on current business areas that do not align to our strategic intent. Develop new partnerships and alliances where this supports our strategic intent and business focus. Environmental sustainability For 2013/2014, Flagship’s retained its silver award from SHIFT; however, to reflect operational changes, Flagship are completing a business-wide review of sustainability that is tasked with analysing our current response to social, economic and environmental aspects. Comprising Group-wide representation, the review will present the opportunities and vulnerabilities faced by Flagship in terms of sustainability, along with a plan for the future. This work is to conclude in April 2015. Value for Money (VfM) is fundamental to the way we operate: it is woven into our DNA. We define Value for Money as achieving the best possible results with the available resources. Our approach is built around a culture of continuous improvement and the concept of right first time - linked to a preference for long-term value over short-term savings. We have adopted the Vanguard Method of systems thinking to drive our continuous improvement. This involves understanding what our customers need and designing our services from their perspective. By only doing the work required to deliver what the customer needs and ensuring we get service right first time, we will deliver an efficient and effective service that will release resources to reinvest in building new homes, improving our services, enhancing our existing assets and delivering greater social value. This summary of our self-assessment includes a review of our progress during the 2013-14 financial year and outlines our plans and aspirations for 2014-15 and beyond. For additional details please visit the annual reports section of our website at: www.flagship-housing.co.uk/annual-reports-andfinancial-statements 2013-14 Self-Assessment 2013/14 remained a tough year, with the economy only beginning to show signs of recovery towards the final quarter. The austerity measures required to deal with the recession included policy changes and substantial cuts to public spending. These measures are likely to continue until 2018 at least. Against this economic backdrop our customers faced increasing challenges with few new jobs created, wage rises at or below inflation, utility price rises above inflation and increased demand for affordable homes. During this difficult period it is more important than ever that Flagship strives to deliver VfM, to ensure we can deliver efficient and effective services and as many high quality affordable homes as possible. 7 7 Flagship Housing Group Limited Operating and Financial Review for the Year Ended 31 March 2014 This has been a transitional year as we change our focus from low cost services to long-term value, improving the quality of our homes and services. As a result we expect that during this transitional period some of our services will cost more as we invest in improvement and long term value, creating housing that both we and our customers can be proud of. We are continuing with detailed reviews of each area of operation, seeking out opportunities to improve the value that we offer. Flagship is run as a business in the pursuit of our social purpose, not for profit or shareholder return. Where it is beneficial to do so, we aim to develop our commercial activity so that any profit can be invested back into providing quality homes for people in need. 2013/14 has seen the delivery of the remaining benefits of our plans under the 1Future amalgamation with the recruitment of 12 Community Rangers and 5 Community Managers. As one major initiative concludes another very significant one has commenced. On 3 June 2013 we launched our own repairs service – RFT. The new service has been designed using the Vanguard Method of systems thinking – designing the service from a customer’s perspective to deliver repairs at the customer’s convenience. Designing around the customer’s perspective ensures that we drive out waste to maximise our efficiency, effectiveness and ultimately deliver the best economic performance. The Vanguard Method of systems thinking will ensure we continue to think differently about how we design and deliver services and subject everything we do to a rigorous process of continuous evaluation and improvement. Our self-assessment has taken place by collating a range of data from performance dashboards and board reports used throughout the year to manage performance, together with detailed activity input from our Operational Directors and benchmarking data collected internally and via HouseMark. We have prepared our evaluation and shared the results with our Customer Operations Group and the Board. Financial Performance Whilst our overall surplus was better than predicted, our operating margin deteriorated due to higher than expected demand for responsive repairs. The additional demand has been driven by our desire to do the right repair, not just a patch, and to ensure that any other repair issues are identified and resolved at the property before they become problems. The knock-on impact of this additional spend has been a deterioration in several of our financial measures against our expectations – but we remain ahead of the pack compared to others in the sector. We firmly believe this short-term increased investment will have long-term benefits for Flagship and our customers. Our return on assets reduced in the year as a result of the additional repairs expenditure. Once the difference in asset valuations methods are taken into account the return (3.7% to 6%) is better than the benchmark group. From a balance sheet perspective the increase in our property valuation helped deliver an improved gearing ratio and financial headroom, while additional finance at variable rates drove down our overall cost of capital. We engage in a small amount of commercial activities that deliver both homes for those in need and/or generates a positive surplus to reinvest in affordable homes. Both our market rent and student portfolios outperformed expectations for the year. The student portfolio outperformed budget considerably as a result of work to review the management arrangement and decision to bring the service back in-house. The rising property prices during the year also resulted in our asset disposals exceeding expectations. In addition to the housing asset disposal figure is the profit on sale of office accommodation no longer required (£272k) - a key savings as a part of the group amalgamation in 2011. The self-assessment is divided into a number of key areas as detailed below. 8 8 Flagship Housing Group Limited Operating and Financial Review for the Year Ended 31 March 2014 Measure 2014 Social Housing margin Market rent margin Total operating margin Return on assets Cash generated per unit Debt per unit Gearing Cost of capital Comparison to 2013 Budget Benchmark VFM 38.6% 46.4% 37.4% N/A 63.1% 66.5% 53.0% N/A 36.6% 43.9% 39.9% 29.0% B 3.7% 5.2% 4.9% 5.1% B £2,406 £2,885 £2,525 £1,926 B £27,066 £23,776 £26,400 £21,667 B 44.5% 45.7% 49.3% 45.3% B 4.8% 4.8% 4.8% 4.2% B Financial £212m £202m £145m N/A headroom Commercial Activities Market Rent £480k £518k £395k N/A Surplus Student £920k £545k £540k N/A Surplus Asset Disposal £1,119k £1,407k £485k N/A Surplus Benchmark data has been obtained from two sources: Housemark (H) and an internal benchmarking report comparing the top 30 RP’s by units (B) Asset Management and Development During the year we continued to address some of our more difficult to let properties. Our approach to these assets is to review the local housing demand and the property condition and, using this data, determine the best VfM outcome. In addition to the sale of those assets where the best VfM was disposal, we began remodelling four schemes to put 46 empty homes back into use and have confirmed plans to renovate and redevelop a further 3 major schemes in 2014/15. After careful consideration we completed the sale of 72 poorly performing market rent units at a modest profit of £215k. Although this reduced our market rent portfolio substantially, it was clear that the best value was to sell and reinvest elsewhere. We have agreed a new market rent strategy and are currently putting in place a revised management structure to add greater investment expertise alongside the existing housing management capabilities. We expect to add a small number of new units to the portfolio over the next 12 months as we begin to grow the business again. A key element of our new repairs service is to ensure we identify all repair issues when we visit each property in order to address them before they become problems. Although this has led to increased costs in the shortterm, we believe there is significant long-term value in this approach. In terms of new development we handed over 51 properties. The number of handovers was a significant disappointment and was substantially lower than planned. Re-phasing at developer controlled sites was the primary reason for the delays. This is a critical area for improvement given the affordable housing shortage. 2014/15 has a much more substantial programme of handovers including 172 properties in the Cambridge area as a result of our partnership with bpha. This partnership includes a cost sharing vehicle to reduce the VAT costs of the housing management and maintenance service to deliver improved value. Moving forward we have invested time evaluating the potential for development on land we currently own and building a credible future pipeline of development. As part of our review of the development strategy, we agreed to increase the specification of our new build homes to provide better long-term value for Flagship through higher quality components and reduced utility costs for our customers through improvements to thermal efficiency of the materials used. During the coming year we will be revising our asset management strategy and gathering much better data on the performance of our assets – we recognise this is an area for significant improvement and aim to develop our asset evaluation model during 2014/15. The detailed data we are now gathering with RFT will be invaluable in this work. Measure 2014 New homes handed over Build cost per unit Comparison to 2013 Budget Benchmark 51 148 152 N/A £120k £101k £120k N/A VFM Housing Management Our arrears management continued to perform well, ending the year at just 2.1%, marginally better than last year and significantly better than sector averages. In contrast our void performance was poor and is a key area of focus in 2014/15. We expected the turnaround times to increase as we planned to use the void period to ensure any repairs and replacements in the property 9 9 Flagship Housing Group Limited Operating and Financial Review for the Year Ended 31 March 2014 are completed, allowing us to deliver a high quality home to the new customer. However, the additional demand for responsive repairs together with the higher number and standard of repairs to our voids, resulted in significantly increased turnaround time. Actions to review the process and resources have corrected this situation and the position is expected to improve significantly in 2014/15. During the year the number of mutual exchange enquiries increased by 62% as customers with spare rooms sought to downsize. To assist our customers needing to move we waived the fees for gas and electrical safety checks (normally £185). As part of our community work we created a junior ranger scheme to work with local schools to improve our communities. Measure 2014 Average weekly rent £87.06 Comparison to 2013 Budget £83.45 £87.06 Benchmark VFM N/A As part of the process of continual review and redesign we improved the supply chain of materials to tradespeople by opening three logistics distribution centres (DCs).The DCs utilise local independent suppliers where possible as part of our approach to support the local economy and work closely with our chosen partners. Over 60% of materials orders are now fulfilled by our own DCs, helping to reduce material order times by 50%, improving van stock replenishment times and ensuring the right materials are delivered when required. During the year we provided external wall insulation to 250 homes part-funded by securing ECO grants of £815k. The insulation is estimated to reduce heating bills by up to 50% for our customers. Another project resulted in the installation of a gas main to one of our rural areas, delivering improved choice and reduced costs to 130 homes. Measure Arrears % 2.1% 2.2% 2.8% 3.0% H Void days Void loss % 44.7 1.2% 17.4 0.7% 17.5 1.3% 25.5 1.1% H H Upper Quartile Upper Quartile Upper Quartile N/A H Housing Management cost per property repairs previously neglected such as fencing. Benchmark data has been obtained from two sources: Housemark (H) and an internal benchmarking report comparing the top 30 RP’s by units (B) Housing Maintenance On 3 June 2013 we launched our own repairs service (RFT) to deliver improved customer service and reduce long-term total costs of ownership. In the first ten months RFT visited more than 70% of our properties, completed 30% of repairs within 24 hours and delivered £2.4m of savings in comparison to an externally provided service. However, we underestimated the demand for repairs and as a result the lead times for repairs and the end to end times are not where we want them to be. This has been reflected in our customer feedback where appointment times were a relative disappointment for our customers but the overall service has been strongly endorsed. Our repair costs have increased as part of our planned additional investment in responsive repairs. We believe that spending more money now to do a higher quality repair will prove to be better VfM in the long-term. In addition to the increased volume and quality we are also taking the opportunity to invest in Comparison to 2013 Budget 2014 Repair end to end time (days) Customer satisfaction – easy to book a repair Customer satisfaction – appointment convenience Benchmark 36 N/A N/A N/A 94% N/A N/A N/A 85% N/A N/A N/A VFM Customer satisfaction 85% N/A N/A N/A – quality Cost per Property Upper Upper Upper Major N/A Quartile Quartile Quartile Works and Cyclical Cost per Property Lower Upper Median Responsive N/A Quartile Quartile Quartile Repairs and Voids Benchmark data has been obtained from two sources: Housemark (H) and an internal benchmarking report comparing the top 30 RP’s by units (B) Customer satisfaction data collection redesigned – 2014 a small sample size, no comparative data available 10 10 Flagship Housing Group Limited Operating and Financial Review for the Year Ended 31 March 2014 Social Value In addition to our core housing management and maintenance business we provide a number of key care and support services. Whilst these only deliver a small financial return they play an important part in the delivery of our overall social purpose because of the value they bring to others. Housing support assisted 36% more people at their drop in clinic – a crisis centre preventing the need for longer-term support. Customer satisfaction at our Learning Difficulties centre increased to 99% (previously 97%) Our Young People’s Services achieved 77% engagement for our customers in employment, education, training and volunteering beating the national averages. This was slightly down on our prior year performance (78%). However, we significantly improved our intervention process achieving 85% planned moves for young customers helping them to a better future (up from 64%). Other VFM activity: Retendered Wide Area Network achieving incorporating additional sites, improved service, and delivering £21k of savings Internal software development capability has saved £113k on new application development New software testing process has reduced software errors by 75% New translation service saved £11k Mutual Exchange speed dating with other providers to accelerate the matching process repairs costs; delivery of new affordable homes and our asset evaluation model. Other actions for 2014/15 include: Legal services and Payroll service reviews New asset management strategy Development of our market rent portfolio Tenders for grounds maintenance, cleaning and waste management Mobile call routing review – savings estimated in excess of £100k Secure cost effective new funding to increase the supply of new homes Working with local credit unions on jam jar accounts to assist customers concerned about budgeting under the new direct payment scheme. Conclusion Our main aim for this year was to progress with our learning and implementation of the Vanguard Method of systems thinking. During the year all of our managers, leaders and the Board have attended sessions on Vanguard Method and we have also engaged a large proportion of our staff. We’ve delivered a tremendous amount of change in a year and made good progress in many areas but we must do better in others. Given the progress to date the Board recognises the areas in need for improvement, but in overall terms considers Flagship is achieving Value for Money. Capital structure Our Plans for 2014/15 Value for Money is a continuous process of evaluation and improvement and we firmly believe the Vanguard Method of systems thinking is the most effective way to achieve it. With our first major intervention completed and RFT operational we have learnt a tremendous amount about our business, the method, and how best to approach further improvements. We will continue to review and refine RFT to ensure we deliver what our customers need. We have also completed work on the Allocations, Lettings and Voids process – but put this on hold for further review, together with one or two small scale interventions. To accelerate the improvement process we have created a Vanguard Method team who will be able to offer support and advice for staff looking to lead and participate in reviewing and redesigning our services. We aim to improve our performance across the board but will pay particular attention to the weaknesses we identified this year: void performance; responsive Flagship Housing Group Limited is registered under the Industrial and Provident Societies Act 1965. It has issued share capital of £142. The shares do not have a right to any dividend or distribution in a winding-up, and are not redeemable. Each share has full voting rights. Further details of the group structure can be found in Note 12 to the financial statements. 11 11 Flagship Housing Group Limited Operating and Financial Review for the Year Ended 31 March 2014 Treasury policy Flagship Housing Group has adopted a group Treasury Policy that sets out the parameters and controls for treasury activities across the group. Properties are financed through loans from the debt and capital markets. The gross amount owed by Flagship Housing Group as at 31 March 2014 relating to these facilities was £594.2m (2013: £524.6m.) Further details relating to these facilities can be found in note 16 to the financial statements. Statement of compliance In presenting the Operating and Financial Review, the Board has endeavoured to follow the principles as set out in the Statement of Recommended Practice for accounting by Registered Providers. By order of the Board R Ayden Company Secretary 31 July 2014 12 12 Flagship Housing Group Limited Report of the Board for the Year Ended 31 March 2014 The Board of Management (the Board) presents its report and audited financial statements for the year ended 31 March 2014. Statement of board's responsibilities The Board is responsible for preparing the board’s report and the financial statements in accordance with applicable law and regulations. Industrial and Provident Societies Law requires the Board to prepare financial statements for each financial year. Under those regulations the Board has elected to prepare the financial statements in accordance with UK Accounting Standards. The financial statements are required by law to give a true and fair view of the state of affairs of the company and the Group and of the surplus or deficit for that period. In preparing these financial statements, the Board is required to select appropriate accounting policies and then apply them consistently; make judgements and estimates which are reasonable and prudent; state whether applicable UK Accounting Standards and the Statement of Recommended Practice have been followed, subject to any material departures being disclosed and explained in the financial statements, and prepare them on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The Board is responsible for keeping proper accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable it to ensure that the financial statements comply with the Industrial and Provident Societies Acts 1965 to 2003, the Housing and Regeneration Act 2008 and the Accounting Direction for Private Registered Providers of Social Housing 2012. The Board has general responsibility for taking such steps as are reasonably open to it to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. The Board is responsible for the maintenance and integrity of corporate and financial information included on Flagship’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Disclosure of information to auditors The members of the Board who held office at the date of approval of this Board’s report confirm that, so far as they are each aware, there is no relevant audit information of which Flagship’s auditors are unaware; and each member of the Board has taken all the steps that they ought to have taken as a member of the Board to make themselves aware of any relevant audit information and to establish that Flagship’s auditors are aware of that information. Group structure The trading companies of the Group for the year comprise: Flagship Housing Group Limited; Flagship Housing Developments Limited; RFT Repairs Limited. Operational results Flagship's consolidated turnover was £110.9m (2013: £106.6m) and its operating surplus was £40.7m (2013: £46.8m). After taking into account property sales, interest paid, interest received and taxation, Flagship recorded a surplus of £17.1m (2013: £22.7m), which was in line with expectations. Flagship's total assets less current liabilities were £1,092.3m (2013: £905.4m). Community initiatives and charitable donations During the year the Group spent £119,900 (2013: 4,388) on Community initiatives. No charitable donations were made (2013: £Nil). 13 13 Flagship Housing Group Limited Report of the Board for the Year Ended 31 March 2014 The board of management and executive team The Board and Executive Team who served Flagship during the year are detailed on page 1 of the financial statements. Each Director of the Board holds one fully paid share of £1 in the Company, with the exception of the Chief Executive, the Executive Director - Finance, the Executive Director - Operations and the Executive Director - People & Communication. The Executive Director - Governance & Commercial holds no interest in the Company's share capital, and although he does not have the legal status of Director, he acts as executive within the authority delegated by the Board. The composition of the Board is: Non-Executive Directors Executive Directors To 23 September From 24 2013 September 2013 8 6 4 4 12 10 Flagship has purchased Directors' and Officers' Liability Insurance for the Non-Executive Directors, Executive Directors and staff of the Company. Recruitment and selection procedures for NonExecutive Directors The Board has an open recruitment and selection policy for Non-Executive Directors (NEDs). In the event of a vacancy, advertisements are placed in regional business websites, the local and, where appropriate, specialist press seeking candidates with expertise in the areas where the Board has identified it is least well served, ensuring that all relevantly experienced applicants have an equal opportunity to apply. A copy of the recruitment and selection policy is available on request from the Executive Director - Governance & Commercial. All new NEDs are provided with induction training and are required to abide by a formal Code of Conduct setting out their obligations and commitment to the Group. NEDs serve a maximum term of 6 years (plus a further year in exceptional circumstances) with transitional arrangements in place for existing NEDs who were in post at 1 April 2012. National Housing Governance Federation (NHF) Code of The Board has adopted the NHF Code of Governance 2010 and complies with all aspects of the Code. 14 14 Flagship Housing Group Limited Report of the Board for the Year Ended 31 March 2014 Chair's and Non-Executive Directors’ remuneration Flagship remunerates its Chair and other Non-Executive Directors (the Executive Directors do not receive any additional remuneration for serving on the Board). The remuneration is in recognition of the commitment required for these crucial and demanding governance roles. Payments in the year ended 31 March 2014 are summarised as follows: Board member Board role P Lakey R Finon A London P Remington Chair Audit Committee Chair Remuneration Committee Chair Remuneration Committee Chair / Senior Independent Director Growth Committee Chair Non-Executive Director Non-Executive Director Non-Executive Director Co-optee D Ayre J Makepeace C Frazer K Gordon P Cook Executive Directors' remuneration The Board has noted the content of the Combined Code on Directors' Remuneration. Although it does not apply to housing associations, the Board is committed to acting in an open and accountable manner. Emoluments - 2014 £ 23,500 12,000 5,462 12,013 12,000 10,000 10,512 5,000 2,000 the Joint Negotiating and Consultation Committee where management consult with elected staff representatives. At an operational level Flagship relies on regular team meetings and ‘one to ones’ with individuals. Equality and diversity Flagship's policy with regard to the remuneration of the Executive Team reflects that applicable to the remuneration of our entire staff. Flagship seeks to provide remuneration packages that will attract, retain and motivate officers and staff of the quality required, but seek to avoid paying more than is necessary. External professional advice is sought as necessary to ensure that regard is taken of remuneration levels in similar housing associations and in the locality. All of the Executive Team are employed on contracts with a maximum notice period of six months. As a housing provider Flagship understands that it has legal and social responsibilities to ensure that: all customers and employees have equal opportunities; unlawful discrimination is eliminated; good relationships between different people are actively promoted. Summary information of the remuneration of Chair, NonExecutive Directors and Executive Team is provided in note 22 to the financial statements. Auditors Employees Employee information is set out in note 23 to the financial statements. Flagship ensures that sufficient staff with appropriate skills are employed and that effective employment policies are in place and good practice is followed. Flagship involves all our employees in matters affecting their functions. At a formal level this takes place through This means Flagship takes steps to ensure that no individual or group of people is treated less favourably because of their: age, disability, gender, gender identity, ethnicity, nationality, religion, faith or belief, sexuality, or any other reason that cannot be justified. A resolution to consider reappointing Mazars LLP as external auditors will be proposed at the forthcoming Annual General Meeting. By order of the Board R Ayden Company Secretary 31 July 2014 15 15 Flagship Housing Group Limited Report of the Board for the Year Ended 31 March 2014 The Board continues to follow the latest version of the National Housing Federation's Code of Governance 2010 and details of the Group's compliance as required are contained earlier within this report. The Board has overall responsibility to the Group and Company for all aspects of the business. This includes ensuring that Flagship has in place a system of controls that is appropriate to the various environments in which it operates. Each member of the Board is responsible as a trustee and has a fiduciary responsibility to the Company's membership. As appropriate for the effective and efficient running of the business, the Board has delegated to the Committees listed below responsibility for specific areas of operation. The schemes of delegation are clearly defined and are reviewed regularly to ensure that they continue to be appropriate in the light of operational experience. Set out below is the framework of corporate governance and a description of the system of internal control adopted by Flagship. Committee Structure The composition of each Committee from 1 April 2013 to 31 March 2014 is summarised below: Audit Committee Remuneration Committee – to 13 September 2013 Remuneration Committee – from 14 September 2013 Growth Committee (disbanded 1 January 2014) Three Non-Executive Directors Three Non-Executive Directors, one independent co-optee Two Non-Executive Directors, one independent co-optee Three Non-Executive Directors The composition of each Committee from 1 April 2014 is summarised below: Audit Committee Remuneration Committee Three Non-Executive Directors (and one co-optee from 3 July 2014) Two Non-Executive Directors and one co-optee Executive Team Members of the Executive Team are all full-time employees. They are responsible for the operational management of Flagship and for ensuring that the policies determined by the Board are properly implemented. The composition of the team is: Chief Executive Executive Director (Finance) Executive Director (People & Communication) Executive Director (Operations) Executive Director (Governance & Commercial) David McQuade David Armstrong Helen Walsham Emma King Rod Ayden 16 16 Flagship Housing Group Limited Report of the Board on Corporate Governance and Internal Financial Control Full compliance statement on internal control statements. The Board has overall responsibility for establishing and maintaining the whole system of internal control and for reviewing its effectiveness. The Board’s responsibility applies for all organisations within the Flagship Group. Control environment and control procedures The Board recognises that no system of internal control can provide absolute assurance or eliminate all risk. The system of internal control is designed to manage risk and to provide reasonable assurance that key business objectives and expected outcomes will be achieved. It also exists to give reasonable assurance about the preparation and reliability of financial and operational information and the safeguarding of assets and interests. In meeting its responsibilities, the Board has adopted a risk-based approach to internal controls, which are embedded within the normal management and governance process. This approach includes the regular evaluation of the nature and extent of risks to which Flagship is exposed. The process adopted by the Board in reviewing the effectiveness of the system of internal control, together with some of the key elements of the control framework, is detailed below. Identification and evaluation of key risks Management responsibility has been clearly defined for the identification, evaluation and control of significant risks. There is a formal and ongoing process of management review in each area of the activities. This process is co-ordinated through a regular reporting framework by the Executive Team. The Executive Team regularly considers reports on significant risks facing Flagship and is responsible for reporting to the Board any significant changes affecting key risks. The strategic risk map is reviewed by the Board at each of the regular meetings. The Board retains responsibility for a defined range of issues covering strategy, finance and compliance, including treasury management and new investment projects. The Board has adopted, and disseminated to all employees, the National Housing Federation Code of Governance 2010. This sets out Flagship’s policies with regard to the quality, integrity and ethics of Board Directors and employees. It is supported by a framework of policies and procedures with which Board, Directors and employees must comply. These cover issues such as delegated authority, segregation of duties, accounting, treasury management, health and safety, data and asset protection and fraud prevention and detection. Information and financial reporting systems Financial reporting procedures include detailed budgets for the year ahead and forecasts for subsequent years which are reviewed and approved by the Board. The Board also regularly reviews key performance indicators to assess progress towards the achievement of key business objectives, targets and outcomes. The internal control framework and the risk management process are subject to regular review by the Internal Auditors who are responsible for providing independent assurance to the Board via the Audit Committee, which acts under delegated authority from the Board. The Audit Committee considers internal control and risk at each of its meetings during the year. Fraud The Group has a zero tolerance approach to fraud and action is taken to limit the risk of fraud through the system of internal control. A fraud policy and response plan is incorporated in the risk management framework. Monitoring and corrective action A process of management control, self-assessment and regular management reporting on control issues provides hierarchical assurance to successive levels of management and to the Board. This includes a rigorous procedure for ensuring that corrective action is taken in relation to any significant control issues, particularly those with a potentially material impact on the financial 17 17 Flagship Housing Group Limited Report of the Board on Corporate Governance and Internal Financial Control Bribery The Group has a zero tolerance approach to bribery and action is taken to limit the risk of bribery through the system of internal control. Flagship undertakes regular reviews of the anti-bribery measures in place, ensuring that they remain adequate. The Board has received the Executive Team’s annual report, has conducted its annual review of the effectiveness of the system of internal control, and has taken account of any changes needed to maintain the effectiveness of the risk management and control process. The Board confirms that there is an ongoing process for identifying, evaluating and managing significant risks faced by Flagship. This process has been in place throughout the year under review, up to the date of the annual report, and is regularly reviewed by the Board. By Order of the Board R Ayden Company Secretary 31 July 2014 18 18 Flagship Housing Group Limited Report of the Independent Auditors We have audited the financial statements of Flagship Housing Group Limited for the year ended 31 March 2014, which comprise the Group and Company Income and Expenditure Accounts, the Group and Company Statements of Total Recognised Surpluses and Deficits, the Group and Company Balance Sheets, the Group and Company Cash Flow Statements and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). Opinion on financial statements In our opinion the financial statements; Respective responsibilities Management and auditors of the Board of As explained more fully in the Statement of Board’s Responsibilities set out on page 13, the Company’s board is responsible for the preparation of financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors. This report is made solely to the Company’s members, as a body, in accordance with section 9 of the Friendly and Industrial and Provident Societies Act 1968 and the Housing and Regeneration Act 2008. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body for our audit work, for this report, or for the opinions we have formed Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate. give a true and fair view of the state of affairs of the Group and the Company as at 31 March 2014 and of their income and expenditure for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have been properly prepared in accordance with the Industrial and Provident Societies Acts 1965 to 2003, the Housing and Regeneration Act 2008 and the Accounting Direction for Private Registered Providers of Social Housing 2012. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Industrial and Provident Societies Acts 1965 to 2003 require us to report to you if, in our opinion: a satisfactory system of control over transactions has not been maintained; or the Company has not kept proper accounting records; or the financial statements are not in agreement with the books of account; or we have not received all the information and explanations we need for our audit. Mazars LLP, Chartered Accountants and Statutory Auditor 45 Church Street Birmingham, B3 2RT 15 August 2014 19 Flagship Housing Group Limited Income and Expenditure Account for the Year Ended 31 March 2014 Notes Group Group Company Company 2014 £’000 2013 £’000 2014 £’000 2013 £’000 Turnover 2 110,851 106,554 111,096 106,816 Operating costs 2 (70,303) (59,746) (70,399) (60,008) Operating surplus 2 40,548 46,808 40,697 46,808 Surplus on sale of housing 4 1,119 1,407 1,119 1,407 Surplus on sale of other fixed assets 272 - 272 - Interest receivable 112 108 112 108 Interest payable and similar charges 5 (24,681) (25,391) (24,681) (25,391) Other finance costs 6 (226) (184) (226) (184) Surplus on ordinary activities for the year 8 Tax on surplus on ordinary activities 7 Surplus for the year after taxation 17,144 (7) 17,137 22,748 17,293 22,748 1 - - 22,749 17,293 22,748 All amounts relate to continuing activities. Notes on pages 24 to 53 form part of the financial statements. 20 20 Flagship Housing Group Limited Statement of Total Recognised Surpluses and Deficits for the Year Ended 31 March 2014 Notes Surplus for the year after taxation Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 17,137 22,749 17,293 22,748 19,036 100,827 19,036 Unrealised surplus on revaluation 18 101,012 Actuarial gain / (loss) recognised in the pension schemes 21 145 Total recognised surplus relating to the year 118,294 (1,118) 40,667 145 (1,118) 118,265 40,666 Statement of Historical Cost Surpluses and Deficits for the Year Ended 31 March 2014 Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 17,144 22,749 17,293 22,748 837 1,544 837 1,544 Historic cost surplus for the year before taxation 17,981 24,293 18,130 24,292 Historic cost surplus for the year after taxation 17,974 24,294 18,130 24,292 Notes Surplus for the year before taxation Difference between historical cost surplus and reported surplus on sale of revalued assets 18 21 21 Flagship Housing Group Limited Balance Sheet as at 31 March 2014 Fixed assets Housing properties at valuation Other tangible fixed assets Investments - Homebuy Investments - Other Current assets Stock Debtors due within one year Debtors due after more than one year Current asset investments Cash at bank and in hand Less Creditors Amounts falling due within one year Notes Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 9 10 11 12 1,017,708 8,387 152 904,062 4,065 152 1,017,708 4,705 5,252 904,062 4,065 152 1,026,247 908,279 1,027,665 908,279 1,085 8,291 3,515 40,000 34,022 94 11,318 2,056 6,720 282 9,313 3,515 40,000 32,398 94 10,365 2,056 5,868 86,913 20,188 85.508 18,383 (20,827) (23,101) (21,027) (21,447) 66,086 (2,913) 64,481 (3,064) 13 14 14 15 Net current assets / (liabilities) Total assets less current liabilities 1,092,333 905,366 1,092,146 905,215 Creditors Amounts falling due after more than one year 16 584,758 515,868 584,751 515,868 Pension liability 21 6,547 6,764 6,547 6,764 Capital and reserves Non-equity share capital Revaluation reserves Revenue reserves 17 18 18 411,596 89,432 311,421 71,313 409,225 91,623 309,235 73,348 1,092,333 905,366 1,092,146 905,215 These financial statements were approved by the Board of Management on 31 July 2014 and were signed on its behalf by: P Lakey Chair R Finon Board Member D Armstrong Executive Director - Finance 22 22 Flagship Housing Group Limited Cash Flow Statement for the Year Ended 31 March 2014 Net cash flow from operating activities Notes Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 25 52,976 63,658 52,980 63,199 112 (24,715) 108 (25,328) 112 (24,715) 108 (25,328) (92) (64) (92) (64) (24,695) (25,284) (24,695) (25,284) (30,556) 1,019 (1,053) (6,851) (46,905) 6,796 (1,257) (30,741) 1,019 (1,053) (2,342) (46,905) 6,796 (1,257) Returns on investments and servicing of finance Interest received Interest and related costs paid Interest element of finance lease rental payments Capital expenditure Acquisition and construction of housing properties Social Housing grant received Social housing grant repaid Purchase of other fixed assets Proceeds from sales of other fixed assets Proceeds from sales of housing properties Net cash (outflow) / inflow before use of liquid resources and financing Acquisitions and disposals Investment in subsidiary undertaking 124 575 124 6,051 8,597 6,051 8,597 (30,815) (32,645) (26,491) (32,645) (2,534) 5,729 1,794 5,270 - Management of liquid resources Payments into short term deposits (40,000) Financing Loans received Loans repaid Capital element of finance lease rental payments Increase in cash and liquid resources 575 71,700 (2,126) 262 25 - (5,100) - - (40,000) - (3,249) 332 71,700 (2,126) 262 (3,249) 332 69,836 (2,917) 69,836 (2,917) 27,302 2,812 26,530 2,353 23 23 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 1. Principal accounting policies Flagship Housing Group Ltd is a Registered Provider (RP) incorporated under the Industrial & Provident Societies Act 1965 and registered with the Homes and Communities Agency as an RP as defined by the Homes and Communities Act 2008. Basis of accounting The financial statements have been prepared on the going concern basis, in accordance with applicable Accounting Standards in the United Kingdom and the Accounting Direction for Private Registered Providers of Social Housing 2012. The financial statements have also been prepared in compliance with the Statement of Recommended Practice published by the National Housing Federation in 1999 and updated in 2010 (SORP 2010). The financial statements are prepared on the historical cost basis of accounting except as modified by the revaluation of housing properties. Other accounting policies have been consistently applied from the prior year and throughout the group. In accordance with Financial Reporting Standard 2 ‘Accounting for subsidiary undertakings’, the group consolidated financial statements incorporate the financial statements of the group’s parent, Flagship Housing Group Limited, and its subsidiaries. The acquisition method of accounting has been used. construction costs together with capitalised repairs and incidental costs of acquisition and construction directly attributable to property, including interest payable during the period of construction. Housing properties in the course of construction are stated at cost less SHG and are transferred into housing properties when completed. Expenditure on schemes that are subsequently aborted is written off in the year in which it is recognised that the scheme will not be completed. Completed housing properties have been split between their land and structure costs and a specific set of major components that require periodic replacement. Refurbishment or replacement of such a component is capitalised and then depreciated over the estimated useful life of the component at the following rates: Structure Kitchen Bathrooms Boilers Heating system (exc boiler) Windows & doors Lifts Roofs 1.0% 5.0% 3.3% 10.0% 3.3% 3.3% 2.5% 1.4% to 5.0% Turnover Freehold land is not depreciated. Turnover represents rental and service charge income receivable, grants from local authorities (except where such grants are reimbursement of specific items of expenditure), income for the provision of Design and Build services in respect of the development of new homes being built for development partners, and other income. Property sales are recognised on completion of contracts. Housing properties Completed housing properties have been valued on the Open Market Existing Use Valuation for Registered Social Housing (EUV) basis and are revalued annually. The aggregate surplus on revaluation is the difference between the cost of the property less Social Housing Grant (SHG) and depreciation, and the amount of the valuation. The cost of properties is their purchase price and Housing properties are subject to impairment reviews annually. Other assets are reviewed for impairment if there is an indication that impairment may have occurred. Impairments arising from a major reduction in service potential are charged to the income and expenditure account to the extent that the carrying value exceeds the recoverable amount. The recoverable amount is the higher of its net realisable value and value in use (adjusted for any planned subsidy.) Value in use is the present value of future cash flows obtainable as a result of the continued use of the property. If there is an impairment above the adjusted value in use, a charge is made to the income and expenditure account. 24 24 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 1. Principal accounting policies (continued) Properties for sale Sales of housing property are accounted for on completion of contracts. Due to the nature of the transfer agreement with Breckland, Suffolk Coastal and Forest Heath District Councils, it is not possible to identify separately the value of each transfer property sold. Instead an average value is eliminated from housing property and charged to the income and expenditure account. Properties developed for shared ownership sale are divided between fixed assets and current assets, the split being based on the first tranche sale proportion. Sales proceeds, along with the associated costs, from first tranche sales are included in Turnover and Cost of Sales. Subsequent tranche sales are treated as sales of fixed assets and are shown as a separate item after the operating surplus in the Income and Expenditure Account. All other sales of fixed asset properties are dealt with in this way. Development costs which arise directly from the construction or acquisition of a property are initially capitalised to housing properties in the course of construction. Major maintenance works programme Expenditure incurred by way of improvement or major repair that increases the rental income, reduces future maintenance or enhances the value of housing property is capitalised into housing properties and depreciated. Properties developed for outright sale and sales of new social housing stock to non-group Registered Providers are included in current assets. Current assets are shown at the lower of cost and net realisable value. If the net realisable value is lower than the cost, then the asset is impaired and a charge is made to the income and expenditure account to the extent that the impairment exceeds the realisable value. Social Housing Grant Leased assets Social Housing Grant (SHG) is paid by local authorities and the Homes and Communities Agency to subsidise the cost of housing properties and is included in fixed assets. SHG received in excess of the cost of housing properties in the course of construction is shown as SHG received in advance and included as a current liability. Other tangible fixed assets Other tangible fixed assets are stated at cost, less accumulated depreciation. Depreciation is charged on a straight line basis over the expected useful economic life of the assets at the following annual rates: Office buildings Computer equipment Leased assets Office equipment Plant and machinery Owned vehicles 4% 33% Over the life of the lease 10 - 20% 20% 25% Where assets are financed by leasing agreements that give rights approximating to ownership, they are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable during the lease term. The corresponding leasing commitments are shown as obligations to the lessor. The lease payments are treated as consisting of capital and interest elements: the capital is applied to reduce the outstanding obligations and the interest element is charged to the income and expenditure account. Rentals paid under operating leases are charged to the income and expenditure account on a straight line basis over the lease term. Pension costs Contributions to pension schemes are calculated as a percentage of pensionable salaries of employees, determined in accordance with qualified actuaries’ recommendations. 25 25 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 1. Principal accounting policies (continued) The company operates pension schemes providing benefits based on final pensionable pay and defined contribution schemes. The assets of the schemes are held separately from those of the company. Pension scheme assets are measured using market values. Pension scheme liabilities are measured using a projected unit method and discounted at the current rate of return on a high quality corporate bond of equivalent term and currency to the liability. Where the company is able to identify the pension scheme surplus (to the extent that it is recoverable) or deficit, it is recognised in full. The movement in the scheme surplus/deficit is split between operating charges, finance items and, in the statement of total recognised surpluses and deficits, actuarial gains and losses. If the company is unable to identify its share of the underlying assets and liabilities of the scheme on a consistent and reasonable basis, as required by FRS 17 ‘Retirement benefits’, it accounts for the scheme as if it were a defined contribution scheme. As a result, the amount charged to the income and expenditure account represents the contributions payable to the scheme in respect of the accounting period. Major repairs designations Provision for a major repair is only made where a contractual liability exists. Due to the establishment of regular programmes of repair and maintenance, the company does not make provision for cyclical repairs, but charges actual costs incurred to the income and expenditure account. Recycling of capital grant Social Housing Grant (SHG) can be recycled by the RP under certain conditions: if a property is sold; or if another relevant event takes place. In these cases, the SHG can be used for projects approved by the Homes and Communities Agency. However, SHG may have to be repaid if certain conditions are not met. Where SHG is recycled, it is credited to a fund, which appears as a creditor until spent. Value Added Tax The Group is registered for VAT in the name of Flagship Housing Group Limited, but a large proportion of its income, including rents, is exempt for VAT purposes. A large portion of its expenditure is subject to VAT, which cannot be reclaimed, and expenditure is therefore shown inclusive of VAT. Any VAT subsequently recovered is credited to the income and expenditure account. Loan finance issue costs These are written off evenly over the life of the related loan. Loans are stated in the Balance Sheet at the amount of the net proceeds after issue, plus increases to account for any subsequent amounts written off. Investments - HomeBuy Investments and the associated grant under the HomeBuy scheme are held within the balance sheet as fixed asset investments. Provisions for liabilities and charges A provision for a liability or charge will be recognised when Flagship has a present obligation as a result of a past event, it is probable that a transfer of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Corporation Tax A significant proportion of the Group’s activities occurs in the Group entity which is recognised by Her Majesty’s Revenue and Customs as an exempt charity for tax purposes and is therefore not liable to Corporation Tax on surpluses. Where a taxable activity is undertaken, the charge for taxation is based on the result of the taxable activity for the period. 26 26 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 1. Principal accounting policies (continued) Deferred taxation Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except for where recognition of deferred tax assets is limited to the extent that the Group anticipates making sufficient profits in the future to absorb the reversal of the underlying timing differences. Deferred tax balances are not discounted. 27 27 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 2. Turnover, Operating costs and Operating surplus Turnover Notes £’000 Group 2014 Social housing lettings Other social housing activities - Supporting People Block Gross contracts - Supporting People Block Subsidy contracts - Other Non–social housing activities - Lettings - Other 3(a) 99,413 (61,049) 38,364 1,348 762 3,487 (1,328) (646) (3,157) 20 116 330 4,287 1,554 (2,799) (1,324) 1,488 230 110,851 (70,303) 40,548 Turnover £’000 Total Operating surplus £’000 3(c) Total Group 2013 Social housing lettings Other social housing activities - Supporting People Block Gross contracts - Supporting People Block Subsidy contracts - Low cost home ownership sales - Other Non–social housing activities - Lettings - Other Operating costs £’000 3(a) Operating Costs £’000 Operating Surplus £’000 92,783 (49,771) 43,012 1,318 800 1,017 4,468 (1,240) (753) (1,064) (4,324) 4,606 1,562 (2,594) - 2,012 1,562 106,554 (59,746) 46,808 78 47 (47) 144 3(c) 28 28 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 2. Turnover, Operating Costs and Operating Surplus (continued) Turnover Notes £’000 Company 2014 Social housing lettings Other social housing activities - Supporting People Block Gross contracts - Supporting People Block Subsidy contracts - Low cost home ownership sales - Other Non–social housing activities - Lettings - Other 3(b) 99,413 (61,857) 37,556 1,348 762 3,487 (1,328) (646) (3,157) 20 116 330 4,287 1,799 (2,799) (612) 1,488 1,187 111,096 (70,399) 40,697 Turnover £’000 Total Operating surplus £’000 3(c) Total Company 2013 Social housing lettings Other social housing activities - Supporting People Block Gross contracts - Supporting People Block Subsidy contracts - Low cost home ownership sales - Other Non–social housing activities - Lettings - Other Operating costs £’000 3(b) Operating Costs £’000 Operating Surplus £’000 92,783 1,318 800 1,017 4,468 (49,771) (1,240) (753) (1,064) (4,324) 43,012 78 47 (47) 144 4,606 1,824 (2,856) - 1,750 1,824 106,816 (60,008) 46,808 3(c) 29 29 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 3. (a) Income and Expenditure from social housing lettings – Group Total Total £’000 2014 £’000 2013 £’000 184 14 - 2,940 254 - 95,783 2,815 815 90,090 2,693 - 247 198 3,194 99,413 92,783 152 852 501 27 12 51 96 28 1 - 6 26 50 3 - 179 748 23 4,480 17,349 26,684 1,443 571 4,017 14,912 15,663 2,911 371 9,737 - 185 - 10 - 19 - 537 - 10,488 - 11,941 (64) 32 - - - 2 34 20 Total expenditure 57,541 1,729 186 104 1,489 61,049 49,771 Operating surplus on lettings 36,452 313 52 61 94 1,705 38,364 43,012 Rent losses from FROM voids LETTINGS (1,714) (20) (1) (1) (2) (1,738) (1,018) General needs housing £’000 Supported housing Keyworker housing Shared ownership £’000 Temporary social housing £’000 £’000 Rents receivable net of identifiable service charges Service income Revenue grants 90,736 2,442 815 1,748 33 - 175 72 - Total income 93,993 1,781 Services Management Routine maintenance Cyclical maintenance Bad debts Depreciation of housing properties Impairment Property lease charges 4,092 15,627 26,105 1,412 536 Income Expenditure 30 30 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 3. (b) Income and Expenditure from social housing lettings – Company Total Total £’000 2014 £’000 2013 £’000 184 14 - 2,940 254 - 95,783 2,815 815 90,090 2,693 - 247 198 3,194 99,413 92,783 152 852 501 27 12 51 96 28 1 - 6 26 50 3 - 179 748 23 4,480 17,349 27,492 1,443 571 4,017 14,912 15,663 2,911 371 9,737 - 185 - 10 - 19 - 537 - 10,488 - 11,941 (64) 32 - - - 2 34 20 Total expenditure 58,349 1,729 186 104 1,489 61,857 49,771 Operating surplus on lettings 35,644 313 52 61 94 1,705 37,556 43,012 Rent losses from FROM voids LETTINGS (1,714) (20) (1) (1) (2) (1,738) General needs housing £’000 Supported housing Keyworker housing Shared ownership £’000 Temporary social housing £’000 £’000 Rents receivable net of identifiable service charges Service income Revenue grants 90,736 2,442 815 1,748 33 - 175 72 - Total income 93,993 1,781 Services Management Routine maintenance Cyclical maintenance Bad debts Depreciation of housing properties Impairment Property lease charges 4,092 15,627 26,913 1,412 536 Income Expenditure (1,018) 31 31 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 3. (c) Turnover from non-social housing activities Lettings General management charges Market rented and commercial property rents Student accommodation Private garages Other 4. Group 2013 £’000 - - Company 2014 £’000 Company 2013 £’000 245 262 835 2,797 655 1,554 771 3,147 688 1,562 835 2,797 655 1,554 771 3,147 688 1,562 5,841 6,168 6,086 6,430 6,708 (5,589) 9,380 (7,973) 6,708 (5,589) 9,380 (7,973) 1,119 1,407 1,119 1,407 24,681 34 92 (126) 25,532 31 64 (236) 24,681 34 92 (126) 25,532 31 64 (236) 24,681 25,391 24,681 25,391 Surplus on sale of housing Proceeds of sales Cost of disposals 5. Group 2014 £’000 Interest payable and similar charges On loans wholly or partly repayable in more than 5 years Amortisation of debt issue costs On finance leases Less: Interest capitalised The weighted average interest on borrowings of 4.67% (2013: 4.8%) was used for calculating capitalised interest. 6. Other finance costs Expected return on pension scheme assets Interest on pension scheme liabilities 667 (893) 653 (837) 667 (893) 653 (837) (226) (184) (226) (184) 32 32 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 7. Taxation Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 UK corporation tax: Current tax on profits for the year Adjustments in respect of prior years: - (1) - - Deferred tax: Origination and reversal of timing differences 7 - - - 7 (1) - - Reconciliation of tax charge Tax on surplus on ordinary activities at standard UK corporation tax rate of 23% (2013: 24%) Charitable non-taxable income Marginal relief Depreciation in excess of capital allowances Adjustments in respect of previous periods UK corporation tax 8. 3,943 5,424 3,977 5,424 (3,935) (1) (7) - (5,424) (1) (3,977) - (5,424) - - (1) - - Group 2014 Group 2013 Company 2014 Company 2013 £’000 £’000 £’000 £’000 47 1 621 38 11 385 34 1 621 34 11 385 363 309 1,766 - 81 219 1,741 (74) 54 309 1,766 - 81 219 1,741 (74) Surplus for the year Is stated after charging: Auditors’ remuneration (excluding VAT): In their capacity as auditors Other services Bad debts Operating Leases: Hire of plant and machinery Rent of office buildings Rent of housing properties Impairment losses Depreciation on owned assets: Housing stock Other assets Depreciation on assets held under finance leases: Other assets (Surplus) on sale of fixed assets 11,151 1,566 11,975 569 11,151 739 11,975 569 453 (1,391) 371 (1,407) 453 (1,391) 371 (1,407) 33 33 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 9. (a) Tangible fixed assets – Housing properties - Group Housing Properties Housing Properties Under Construction Shared Ownership Properties Shared Ownership Properties Under Construction Total £’000 £’000 £’000 £’000 £’000 Net book value on revalued assets at 1 April 2013 Cost at 1 April 2013 Additions Disposals Transfers Movement on revaluation 831,602 15,040 (404) 4,222 91,800 9,342 11,785 (6,508) - 63,024 (2,469) 2,286 (2,293) 94 187 - At 31 March 2014 942,260 14,619 60,548 281 Depreciation At start of the year Charge for year Disposals Movement on revaluation 10,626 (319) (10,307) At 31 March 2014 - - 525 (164) (361) - - - - 894,626 9,436 27,012 (2,873) 89,507 1,017,708 11,151 (483) (10,668) - Net book value At 31 March 2014 942,260 14,619 60,548 281 1,017,708 At 31 March 2013 831,602 9,342 63,024 94 904,062 857,415 (217,279) 14,682 (63) 75,933 (19,647) 281 - 948,311 (236,989) 640,136 14,619 - 56,286 281 711,322 (5,455) - (94,542) - (525) - (11,151) - 164 - Analysis of cost or valuation at 31 March 2014 Gross cost Social housing grant Historical cost depreciation brought forward Depreciation charge on historic cost Depreciation released on disposals (89,087) (10,626) 319 483 Net book value of historic cost Revaluation Reserve 540,742 401,518 14,619 - 50,470 10,078 281 - 606,112 411,596 Revalued net book value 942,260 14,619 60,548 281 1,017,708 34 34 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 9. (b) Tangible fixed assets – Housing properties - Company Housing Properties Housing Properties Under Construction Shared Ownership Properties Shared Ownership Properties Under Construction Total £’000 £’000 £’000 £’000 £’000 Net book value on revalued assets at 1 April 2013 Cost at 1 April 2013 Additions Disposals Transfers Movement on revaluation 831,602 15,225 (404) 4,222 91,615 9,342 11,785 (6,508) - 63,024 (2,469) 2,286 (2,293) 94 187 - At 31 March 2014 942,260 14,619 60,548 281 Depreciation At start of the year Charge for year Disposals Movement on revaluation 10,626 (319) (10,307) At 31 March 2014 - - 525 (164) (361) - - - - 894,626 9,436 27,197 (2,873) 89,322 1,017,708 11,151 (483) (10,668) - Net book value At 31 March 2014 942,260 14,619 60,548 281 1,017,708 At 31 March 2013 831,602 9,342 63,024 94 904,062 859,786 (217,279) 14,682 (63) 75,933 (19,647) 281 - 950,682 (236,989) 642,507 14,619 - 56,286 281 713,693 (5,455) - (94,542) - (525) - (11,151) - 164 - Analysis of cost or valuation at 31 March 2014 Gross cost Social housing grant Historical cost depreciation brought forward Depreciation charge on historic cost Depreciation released on disposals (89,087) (10,626) 319 483 Net book value of historic cost Revaluation Reserve 543,113 399,147 14,619 - 50,470 10,078 281 - 608,483 409,225 Revalued net book value 942,260 14,619 60,548 281 1,017,708 35 35 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 9. (c) Tangible fixed assets – Housing properties Maintenance spend Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 The amount spent on existing properties during the year was Maintenance capitalised in fixed assets Maintenance expensed in the Income & expenditure account 13,796 13,750 14,604 13,750 29,776 18,730 29,961 18,730 43,572 32,480 44,565 32,480 Housing properties were professionally valued by Savills (L&P) Limited, a firm providing surveying and valuation services around the country. The valuer is external. The valuation is as at 31 March 2014 on the Existing Use Valuation - Social Housing (EUV-SH) basis. This valuation has been made in accordance with the RICS Appraisal and Valuation Manual and takes into account the "Performance Standards for Registered Providers" published in December 1998. Development administration expenditure and interest costs capitalised during the year amounted to: Group and company £126k (2013: £236k). 36 36 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 10. Tangible fixed assets – Other fixed assets Group Offices Plant and Equipment £’000 7,546 6,728 (1,557) Total Cost At 1 April 2013 Additions Disposals £’000 3,962 122 (944) £’000 11,508 6,850 (2,501) At 31 March 2014 3,140 12,717 15,857 Depreciation At 1 April 2013 Charge for the year Disposals 1,999 131 (640) 5,445 1,888 (1,353) 7,444 2,019 (1,993) At 31 March 2014 1,490 5,980 7,470 Net book value 31 March 2014 1,650 6,737 8,387 Net book value at 31 March 2013 1,963 2,101 4,064 Cost At 1 April 2013 Additions Disposals 3,962 122 (944) 7,546 2,219 (1,557) 11,508 2,341 (2,501) At 31 March 2014 3,140 8,208 11,348 Depreciation At 1 April 2013 Charge for the year Disposals 1,999 131 (640) 5,445 1,061 (1,353) 7,444 1,192 (1,993) At 31 March 2014 1,490 5,153 6,643 Net book value 31 March 2014 1,650 3,055 4,705 Net book value at 31 March 2013 1,963 2,101 4,064 Company The net book value of tangible fixed assets for Group and Company includes an amount of £1,664k (2013: £1,042k) in respect of assets held under finance leases. 37 37 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 11. HomeBuy Group 2014 £’000 38 (38) Loans to home purchasers Less: Social Housing Grant Net Cost 12. Group 2013 £’000 Company 2014 £’000 38 (38) 38 (38) Company 2013 £’000 38 (38) - - - - 152 152 5,100 152 152 152 152 5,252 152 Class of shares Number of shares owned Percentage Owned % Registered in England and Wales £1 Ordinary 1 100% Yes £1 Ordinary 1 100% Yes £1 Ordinary £1 Ordinary 1 1 100% 100% Yes Yes Fixed asset investments Group companies Other Investments (at historical cost) Subsidiary companies Flagship Housing Developments Limited RFT Repairs Limited (Commenced trading on 1 June 2013) RFT Repairs & Maintenance Limited (Dormant) East Anglian Homes Limited (Dormant) Flagship Housing Developments Limited provides development services to the Group. RFT Repairs Limited provides a repairs and maintenance service to the Group. 13. Stock Materials Shared ownership construction properties – Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 803 - - - 282 94 282 94 1,085 94 282 94 in 38 38 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 14. Debtors Amounts falling due within one year Amounts owed by Group companies Rental debtors: Amounts due from tenants Bad and doubtful debt provision Other trade debtors: Amounts due from other trade debtors Bad and doubtful debt provision Other debtors Prepayments and accrued income Amounts falling due after more than one year Other debtors – refurbishment commitment Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 - - 5,116 (1,977) 3,600 (1,260) 5,116 (1,977) 3,600 (1,260) 783 (33) 1,538 2,864 617 (152) 4,884 3,629 765 (33) 1,512 2,864 575 (152) 4,859 2,311 1,066 Company 2013 £’000 432 8,291 11,318 9,313 10,365 3,515 2,056 3,515 2,056 3,515 2,056 3,515 2,056 On 11 October 2004, immediately prior to stock being transferred by Forest Heath District Council to the Group, the Council entered into a contract for the Group to carry out required refurbishment works to bring the stock up to the required state of repair. The Group invoiced the Council for a fixed sum equal to the expected cost of the required work over 10 years. The Group therefore has: a refurbishment commitment asset, for which it has paid on the transfer of the stock – the Council’s obligation for the refurbishment of the stock; and a refurbishment commitment liability – an obligation to carry the refurbishment on behalf of the Council under the refurbishment contract. These provisions are reduced by the actual expenditure incurred on refurbishment under the contract in each financial year. 39 39 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 15. Creditors - Amounts falling due within one year Housing loans Obligations under finance leases (note 16) Trade creditors Other creditors including taxation and social security Accruals and deferred income Other creditors – refurbishment provision Recycled Capital Grant Fund (see below) Disposals Proceeds Fund 16. Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 2,270 699 4,301 565 3,588 2,270 699 2,846 565 3,469 2,407 9,707 591 852 - 3,745 11,849 2,852 502 - 2,388 11,381 591 852 - 3,740 10,319 2,852 502 - 20,827 23,101 21,027 21,447 Recycled Capital Grant Fund Balance brought forward Grants recycled Interest accrued New build 502 323 27 - 337 182 23 (40) 502 323 27 - 337 182 23 (40) At end of year 852 502 852 502 Creditors - Amounts falling due after more than one year Group 2014 £’000 Housing loans: 591,904 Repayable in five years or more (Gross) (12,234) Less: liquidity deposit reserve Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 524,600 (12,234) 591,904 (12,234) 524,600 (12,234) Repayable in five years or more (Net) Deferred debt issue costs Obligation under finance leases Accruals and deferred income Other creditors – refurbishment provision Deferred taxation 579,670 (122) 964 724 3,515 7 512,366 (155) 836 764 2,057 - 579,670 (122) 964 724 3,515 - 512,366 (155) 836 764 2,057 - 584,758 515,868 584,751 515,868 40 40 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 16. Creditors – Amounts falling due after more than one year (continued) Housing loans are secured by way of a fixed charge on specific assets of the Group. They bear interest at variable (linked to LIBOR) and fixed rates. The current average interest rate is 4.18%; the average during the year was 4.67%. The above maturities are calculated by reference to the existence of committed facilities at 31 March 2014 in accordance with Financial Reporting Standard No. 4. The earliest dates on which repayment could be demanded under committed revolving facilities are as follows: Group Company Group Company 2014 2014 2013 2013 £’000 £’000 £’000 £’000 Housing loans: Repayable in one year or less Repayable between one and two years Repayable between two and three years Repayable between three and five years Repayable in five years or more Less: Liquidity deposit reserve 2,270 2,423 7,186 14,906 567,390 (12,234) 2,021 2,173 14,048 506,358 (12,234) 2,270 2,423 7,186 14,906 567,390 (12,234) 2,021 2,173 14,048 506,358 (12,234) 581,941 512,366 581,941 512,366 Variable Rate £’000 Fixed Rate £’000 Total £’000 190,554 - 269,446 134,174 460,000 134,174 190,554 403,620 594,174 Weighted Average Rate Undrawn Facilities % Weighted Average Term of fixing Years 3.5% 6.6% 7 25 - Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 699 964 389 679 699 964 389 679 1,663 1,068 1,663 1,068 The interest rate profile of the Group was: Syndicated bank loans RSL Finance (No 1) Bond Syndicated bank loans RSL Finance (No 1) Bond Net finance lease obligations: In one year or less Between two and five years £’000 41 41 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 17. Non-equity share capital 2014 £ 2013 £ Allotted, issued and fully paid At start of the year Issued during the year 142 - 142 - At end of the year 142 142 The shares do not have a right to any dividend or distribution in a winding-up, and are not redeemable. Each share has full voting rights. 18. Reserves Group 2014 £’000 Company 2014 £’000 Revaluation reserve At 1 April 2013 Revaluation surplus realised on sale of housing Surplus on revaluation 311,421 (837) 101,012 309,235 (837) 100,827 At 31 March 2014 411,596 409,225 At 1 April 2013 Revaluation surplus realised on sales Surplus for the year Actuarial gain recognised in the pension scheme 71,313 837 17,137 145 73,348 837 17,293 145 At 31 March 2014 89,432 91,623 Company 2014 £’000 Company 2013 £’000 Revenue reserve Revenue reserve liability Pension liability excluding Group 2014 £’000 Group 2013 £’000 95,979 (6,547) 78,077 (6,764) 98,170 (6,547) 80,112 (6,764) 89,432 71,313 91,623 73,348 pension Revenue reserve including pension liability 42 42 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 19. Capital commitments Capital expenditure that has been contracted for but has not been provided for in the financial statements New dwellings Vehicles Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 17,376 - 8,829 921 17,376 - 8,829 921 17,376 9,750 17,376 9,750 The total amount contracted for at 31 March 2014 in respect of new dwellings relates to approved schemes for which grant approval has been received and or private finance arranged. 20. Operating leases The Group holds lettable housing stock, distribution centres and office accommodation under non-cancellable operating leases. At 31 March 2014 the Group had annual commitments under these leases as follows: Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 24 110 179 1,364 24 34 179 1,364 24 110 179 1,364 24 34 179 1,364 1,677 1,601 1,677 1,601 Leases expiring: Within one year Between one to five years Between five to ten years Between twenty to thirty years 43 43 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 21. Pension obligations The Group and Company participates in four defined benefit schemes: the Norfolk County Council Pension Scheme, Suffolk County Council Pension Scheme, the Social Housing Pension Scheme (which is managed by The Pensions Trust), and the Plumbing & Mechanical Services (UK) Industry Pension Scheme. The Group participates in various defined contribution schemes. Details of the schemes operated are outlined below. 21. (a) Norfolk County Council Pension Fund and Suffolk County Council Pension Fund The Norfolk County Council Pension Fund and Suffolk County Council Pension Fund are defined benefit pension schemes. Valuations for the purposes of FRS 17 were carried out at 31 March 2013. The results of the valuations are as follows: Assumptions: Group and Company 2014 % per annum 2.7% 4.0% 5.9% 4.2% Group and Company 2013 % per annum 2.8% 5.1% 5.1% 5.1% 6.7% 4.1% 4.8% 3.7% 5.7% 3.6% 3.9% 3.0% Males 2013 Years 21.3 23.7 Females 2013 Years 23.4 25.8 Group and Company 2014 £’000 8,725 2,765 1,527 326 Group and Company 2013 £’000 8,952 2,695 1,387 307 13,343 (19,763) 13,341 (19,981) Net underfunding in funded plans Present value of unfunded liabilities (6,420) (127) (6,640) (124) Net pension liability (6,547) (6,764) Financial assumptions: Pension increase rate Salary increase rate Expected return on assets Discount rate Breakdown of the expected return on assets by category: Equities Bonds Property Cash Mortality rates (based on the PFA92 and PMA92 tables) Current pensioners: post-retirement life expectancy Future pensioners: post-retirement life expectancy Balance Sheet: Scheme assets value Equities Bonds Property Cash Total fair value of scheme assets Present value of scheme liabilities Males 2014 Years 22.3 24.4 Females 2014 Years 24.4 26.9 44 44 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 21. (a) Norfolk County Council Pension Fund and Suffolk County Council Pension Fund (continued) Recognition in the Income and Expenditure Account Current service cost Interest cost Expected return on employer assets Losses on curtailments and settlements Group and Company 2014 £’000 Group and Company 2013 £’000 145 893 (667) - 124 837 (653) 5 Total 371 Actual return on plan assets 907 Current service cost Interest cost Expected return on employer assets Losses on curtailments and settlements Total 313 1,606 % of Pay 28.1% 201.8% (165.6%) - % of Pay 23.0% 170.6% (146.8%) 0.6% 64.3% 47.4% Reconciliation of defined benefit obligation Opening defined benefit obligation Current service cost Interest cost Contribution by members Actuarial (surpluses) / deficits Losses on curtailments Estimated unfunded benefits paid Estimated benefits paid 20,105 145 893 34 (632) Closing defined benefit obligation 19,890 (9) (646) 17,684 124 837 35 2,067 5 (9) (638) 20,105 45 45 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 21. (a) Norfolk County Council Pension Fund and Suffolk County Council Pension Fund (continued) Reconciliation of fair value of employer assets Group and Company 2014 £’000 Group and Company 2013 £’000 Opening fair value of employer assets Expected return on assets Contributions by members Contributions by the employer Contributions in respect of unfunded benefits Actuarial (losses) / gains Unfunded benefits paid Benefits paid 13,341 667 34 434 9 (487) (9) (646) 11,882 653 35 455 9 954 (9) (638) Fair value of employer assets 13,343 13,341 13,343 (19,890) 13,341 (20,105) (6,547) (6,764) Amounts for the current and previous accounting periods Fair value of employer assets Present value of defined benefit obligation Deficit (487) (3.6%) 1,107 954 7.2% 32 5.6% 0.2% Amounts recognised in Statement of Total Recognised Surpluses and Deficits Actuarial gains / (losses) 145 (1,118) Actuarial gains / (losses) recognised in STRSD 145 (1,118) Experience (losses) / gains on assets Percentage of scheme assets Experience gains on liabilities Percentage of present value of scheme liabilities Cumulative actuarial losses (4,020) (5,140) 46 46 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 21. (b) Social Housing Pension Scheme The Group participates in the Social Housing Pension Scheme (SHPS). The Scheme is funded and is contracted out of the state scheme. The Group closed the scheme to new entrants from 1 April 2008. It is not possible in the normal course of events to identify on a consistent and reasonable basis the share of underlying assets and liabilities belonging to individual participating employers. This is because the Scheme is a multi-employer scheme where the Scheme assets are co-mingled for investment purposes, and benefits are paid from total Scheme assets. Accordingly, due to the nature of the Scheme, the accounting charge for the period under FRS 17 represents the employer contribution payable. The Trustee commissions an actuarial valuation of the Scheme every three years. The main purpose of the valuation is to determine the financial position of the Scheme in order to address the level of future contributions required so that the Scheme can meet its pension obligations as they fall due. The last formal valuation of the scheme was performed as at 30 September 2011 by a professionally qualified actuary using the projected unit method. The market value of the scheme's assets at the latest valuation date was £2,062m. The valuation revealed a shortfall of assets compared to liabilities of £1,035m, equivalent to a past service funding level of 67%. The Scheme Actuary has prepared an Actuarial Report that provides an approximate update on the funding position of the Scheme as at 30 September 2013. Such a report is required by legislation for years in which a full actuarial valuation is not carried out. The market value of the Scheme’s assets at the date of the Actuarial Report was £2,718 million. The Actuarial Report revealed a shortfall of assets compared with the value of liabilities of £1,151 million, equivalent to a past service funding level of 70%. Accordingly due to the nature of the Plan, the accounting charge for the period under FRS 17 represents the employer contribution payable. Flagship Housing Group has been notified by The Pensions Trust of the estimated employer debt on withdrawal from the Plan based on the financial position of the Scheme as at 30 September 2013, this is shown below. Social Housing Pension Scheme – Growth Plan Flagship Housing Group participates in the SHPS’s Growth Plan. The Plan is funded and is not contracted out of the state scheme. The Growth Plan is a multi-employer pension plan. It is not possible in the normal course of events to identify on a consistent and reasonable basis the share of underlying assets and liabilities belonging to individual participating employers. This is because the Scheme is a multi-employer scheme where the Scheme assets are co-mingled for investment purposes, and benefits are paid from total Scheme assets. Accordingly, due to the nature of the Scheme, the accounting charge for the period under FRS17 represents the employer contribution payable. The last formal valuation of the scheme was performed as at 30 September 2008 by a professionally qualified actuary using the projected unit credit method. The market value of the scheme's assets at the latest valuation date was £1,527m. The valuation revealed a shortfall of assets compared to liabilities of £663m, equivalent to a funding level of 70%. The next full actuarial valuation will be carried out as at 30 September 2014. 47 47 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 21. (b) Social Housing Pension Scheme (continued) Employers joining the scheme after 1 October 2002, including the Group, that do not transfer any past service liabilities to the scheme, pay contributions at the ongoing future service contribution rate. This rate is reviewed at each valuation and applies until the second valuation after the date of joining the scheme, at which point the standard employer contribution rate is payable. Contribution rates are changed on the 1 April that falls 18 months after the valuation date. Following a change in legislation in September 2005 there is a potential debt on the employer that could be levied by the Trustee of the Plan. The Trustee’s current policy is that it only applies to employers with pre-October 2001 liabilities in the Plan. The debt is due in the event of the employer ceasing to participate in the Plan or the Plan winding up. The debt for the Plan as a whole is calculated by comparing the liabilities for the Plan (calculated on a buyout basis i.e. the cost of security benefits by purchasing annuity policies from an insurer, plus an allowance for expenses) with the assets of the Plan. If the liabilities exceed assets there is a buy-out debt. The leaving employer’s share of the buyout debt is the proportion of the Plan’s pre-October 2001 liability attributable to employment with the leaving employer compared to the total amount of the Plan’s preOctober 2001 liabilities (relating to employment with all the currently participating employers). The leaving employer’s debt therefore includes a share of any ‘orphan’ liabilities in respect of previously participating employers. The amount of the debt therefore depends on many factors including total Plan liabilities, Plan investment performance, the liabilities in respect of current and former employees of the employer, financial conditions at the time of the cessation event and the insurance buyout market. The amounts of debt can therefore be volatile over time. Flagship Housing Group has been notified by The Pensions Trust of the estimated employer debt on withdrawal from the Plan based on the financial position of the Plan as at 30 September 2013. Contributions Pension scheme Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 787 832 787 832 27,085 48 27,218 57 27,085 48 27,218 57 Estimated employer debt on withdrawal Pension scheme Growth plan 48 48 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 21. (c) The Plumbing & Mechanical Services (UK) Industry Pension Scheme The Group participates in the Plumbing & Mechanical Services (UK) Industry Pension Scheme (the Scheme). The Scheme is funded and is contracted-out of the State Pension scheme. It is not possible in the normal course of events to identify on a consistent and reasonable basis the share of underlying assets and liabilities belonging to individual participating employers. This is because the Scheme is a multi-employer scheme where the Scheme assets are co-mingled for investment purposes, and benefits are paid from total Scheme assets. Accordingly, due to the nature of the Scheme, the accounting charge for the period under FRS17 represents the employer contribution payable. The Trustee commissions an actuarial valuation of the Scheme every three years. The main purpose of the valuation is to determine the financial position of the Scheme in order to address the level of future contributions required so that the Scheme can meet its pension obligations as they fall due. The last formal valuation of the Scheme was performed as at 5 April 2012 by a professionally qualified actuary using the Projected Unit Method and the actuary found that the assets were sufficient to cover 100% of the Scheme's liabilities. The Scheme Actuary has prepared an Actuarial Report that provides an approximate update on the funding position of the Scheme as at 5 April 2013. Such a report is required by legislation for years in which a full actuarial valuation is not carried out. This shows that the assets covered liabilities by about 98% on an ongoing basis. Contributions 21. (d) Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 10 - - - Defined Contribution Pension Schemes The Group participates in a number of defined contribution pension schemes. From 1 February 2014 the Group offered auto-enrollment in a pension scheme for all staff. The scheme offered is a defined contribution workplace pension scheme. Contributions paid by the Group to the schemes were: Contributions Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 348 188 268 188 49 49 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 22. Directors’ emoluments The Directors are defined as the members of the Board and the Executive Directors. All the Executive Directors’ remuneration was borne by Flagship. Those Board members that are also tenants of the Group have a standard tenancy agreement and are required to fulfil the same obligations and receive the same benefits as other tenants. The aggregate amount of emoluments (including pension contributions) with respect to service as Directors and paid to or receivable by the directors in the Group during the year was Group: £834,842 (2013: £937,959). Retirement benefits are accruing to the Executive Directors under defined benefit schemes (3 members; 2013 – 3 members) and defined contribution schemes (2 members, 2013 – 2 members). The Chief Executive, who is also the highest paid Director, is an ordinary member of the Social Housing Pension Scheme (see Note 21b). 2014 NonExecutive Directors £ Executive Directors £ Total Executive Directors £ £ 2013 NonExecutive Directors £ Total £ 642,000 22,461 90,487 - 732,487 22,461 731,199 22,141 84,050 - 815,249 22,141 - - - 31,500 - 31,500 Total excluding pension contributions Pension contributions 664,461 90,487 754,948 784,840 84,050 868,890 79,894 - 79,894 69,069 - 69,069 Aggregate total 744,355 90,487 834,842 853,909 84,050 937,959 Salary Benefits Compensation for loss of office 2014 2013 Salary Benefits 179,375 3,488 175,000 3,765 Total excluding pension contributions Pension contributions 182,863 16,054 178,765 14,262 Aggregate total 198,917 193,027 Emoluments paid to the highest paid Director 50 50 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 23. Employee information The average full time equivalent number of persons (including Executive Directors) employed during the year was: Group 2014 Number Group 2013 Number Company 2014 Number Company 2013 Number 677 412 450 412 The full time equivalent number is calculated based on a 37 hour working week. Staff costs (for the above persons): Group 2014 £’000 Group 2013 £’000 Company 2014 £’000 Company 2013 £’000 Wages and salaries (including redundancy costs) Social Security costs Pension costs 17,243 1,544 1,341 10,921 892 832 11,334 954 1,244 10,921 892 832 Total – excluding temporary staff costs Temporary staff costs 20,128 1,167 12,645 157 13,532 425 12,645 157 Total 21,295 12,802 13,957 12,802 Salary Bands Salary banding for all employees earning over £60,000 (including salaries and benefits in kind and compensation for loss of office, but excluding pension contributions paid by the employer): £60,000 to £70,000 £70,001 to £80,000 £80,001 to £90,000 £90,001 to £100,000 £100,001 to £110,000 £120,001 to £130,000 £140,001 to £150,000 £170,001 to £180,000 £180,001 to £190,000 Group 2014 Number 1 4 2 3 1 3 1 Group 2013 Number 1 1 1 1 2 3 1 1 - Company 2014 Number 1 4 2 2 1 3 1 Company 2013 Number 1 1 1 1 2 3 1 1 - 15 11 14 11 51 51 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 24. 25. Housing stock Housing accommodation Housing accommodation at intermediate rent Supported housing accommodation Shared ownership accommodation Keyworker properties Housing accommodation let at market rent Student accommodation Group 2014 Units 19,702 99 377 1,090 38 111 600 Group 2013 Units 19,768 57 376 1,104 38 121 600 Company 2014 Units 19,702 99 377 1,090 38 111 600 Company 2013 Units 19,768 57 376 1,104 38 121 600 Total 22,017 22,064 22,017 22,064 Company 2014 £’000 Company 2013 £’000 Notes to the cash flow statement Group 2014 £’000 Group 2013 £’000 Operating surplus Depreciation charges Impairment and abortive provision movements (Increase) / decrease in stock Decrease / (increase) in debtors Increase in creditors Other non-cash movements 40,548 13,171 46,808 11,941 (65) 1,056 3,420 833 (335) 40,697 12,344 (187) (2,218) 2,642 (298) 46,808 11,941 (65) 1,056 2,998 796 (335) Net cash inflow from operating activities 52,976 63,658 52,980 63,199 Reconciliation of operating surpluses to net cash inflow from operating activities (990) 177 368 (298) Reconciliation of net cash flow to movement in net debt Increase in cash in the period Cash used to increase liquid resources Cash (inflow) / outflow from movement in debt Capital element of finance lease payments Change in net debt resulting from cash flows 27,302 40,000 (69,574) (262) 2,812 3,249 (332) 26,530 40,000 (69,574) (262) 2,353 3,249 (332) (2,534) 5,729 (3,306) 5,270 Non cash transactions - amortisation of debt issue Net debt at start of the year (33) (506,892) (33) (512,588) (33) costs (507,744) (33) (512,981) Net debt at end of the year (509,459) (506,892) (511,083) (507,744) 52 52 Flagship Housing Group Limited Notes to the Financial Statements for the Year Ended 31 March 2014 25. Notes to the cash flow statement – (continued) At 31 March 2013 £’000 Cash flows £’000 Non cash transaction £’000 At 31 March 2014 £’000 6,720 - 27,302 40,000 - 34,022 40,000 Debt due within 1 year Debt due after 1 year 6,720 (565) (513,047) 67,302 (2,404) (67,432) (33) 74,022 (2,969) (580,512) Total (506,892) (2,534) (33) (509,459) Analysis of net debt - Group Cash in hand and at bank Current asset investments Analysis of net debt – Company Cash in hand and at bank Current asset investments 26. 5,868 - 26,530 40,000 - 32,398 40,000 Debt due within 1 year Debt due after 1 year 5,868 (565) (513,047) 66,530 (2,404) (67,432) (33) 72,398 (2,969) (580,512) Total (507,744) (3,036) (33) (511,083) Related parties The Board has tenant members who hold tenancy agreements on normal terms and cannot use their position to their advantage. The Group has taken advantage of the disclosure exemptions under FRS 8, which applies to transactions and balances between group entities that have been eliminated on consolidation. 53 53