Interim Results - Part 2
Berkeley Group Holdings (The) PLC
07 December 2007
Statement of Directors' Responsibilities
This statement, which should be read in conjunction with the independent review
of the auditors set out at the end of this condensed set of interim financial
statements (the 'interim financial statements'), is made to enable shareholders
to distinguish the respective responsibilities of the Directors and the auditors
in relation to the interim financial statements which the Directors confirm has
been presented on a going concern basis. The Directors consider that the Group
has used appropriate accounting policies, consistently applied and supported by
reasonable and appropriate judgements and estimates.
A copy of the interim financial statements of the Group is placed on the website
of The Berkeley Group Holdings: www.berkeleygroup.co.uk. The Directors are
responsible for the maintenance and integrity of the information on the website.
Information published on the internet is accessible in many countries with
different legal requirements. Legislation in the United Kingdom governing the
preparation and dissemination of the financial statements may differ from
legislation in other jurisdictions.
The Directors confirm that this condensed set of interim financial statements
has been prepared in accordance with IAS 34 as adopted by the European Union,
and that the interim management report herein includes a fair review of the
information required by the Disclosure and Transparency Rules 4.2.7 and 4.2.8.
The Directors of The Berkeley Group Holdings plc are listed in The Berkeley
Group Holdings plc Annual Report for 30 April 2007, with the exception of the
following changes in the period: Mr R S J H Lewis resigned as an Executive
Director and Group Chairman on 31 July 2007. Mrs V M Mitchell, an existing
Non-executive Director, was appointed Group Chairman on 1 August 2007. Mr J A
Armitt was appointed as a Non-executive Director on 1 October 2007. A list of
current Directors is maintained on The Berkeley Group Holdings website.
By order of the Board
A W Pidgley
7 December 2007
Managing Director
R C Perrins
7 December 2007
Finance Director
Consolidated Income Statement
Six months Six months Year
ended ended ended
31 October 31 October 30 April
2007 2006 2007
Unaudited Unaudited Audited
Notes £'000 £'000 £'000
===================================================================================
Continuing operations
Revenue 4(a) 441,372 381,153 918,410
Cost of sales (299,968) (271,311) (649,549)
___________________________________________________________________________________
Gross profit 141,404 109,842 268,861
Net operating expenses (46,657) (39,438) (91,789)
___________________________________________________________________________________
Operating profit 4(b) 94,747 70,404 177,072
Finance income 5 4,155 5,797 10,121
Finance costs 5 (6,793) (794) (5,941)
Share of post tax results of joint
ventures using the equity method 4(c) (1,463) 6,052 6,798
___________________________________________________________________________________
Profit before taxation 90,646 81,459 188,050
Taxation 6 (27,251) (21,560) (52,505)
___________________________________________________________________________________
Profit after taxation 63,395 59,899 135,545
===================================================================================
Earnings per Ordinary Share
- Basic 7 52.6p 49.8p 112.6p
- Diluted 7 52.5p 49.6p 112.3p
===================================================================================
Consolidated Statement of Recognised Income and Expense
Six months Six months Year
ended ended ended
31 October 31 October 30 April
2007 2006 2007
Unaudited Unaudited Audited
£'000 £'000 £'000
===================================================================================
Profit for the financial period 63,395 59,899 135,545
Actuarial (loss) / gain recognised in
the pension scheme (259) (673) 961
Deferred tax on actuarial (loss) / gain
recognised in the pension scheme 78 202 (288)
Deferred tax in respect of employee
share schemes 3,300 7,730 23,850
___________________________________________________________________________________
Total recognised income for the period 66,514 67,158 160,068
===================================================================================
Consolidated Balance Sheet
At At At
31 October 31 October 30 April
2007 2006 2007
Unaudited Unaudited Audited
Notes £'000 £'000 £'000
===================================================================================
Assets
Non-current assets
Intangible assets 18,551 - 19,686
Property, plant and equipment 4,356 2,123 2,368
Investments accounted for using
equity method 1,779 61,546 1,729
Deferred tax assets 43,494 25,446 34,594
___________________________________________________________________________________
68,180 89,115 58,377
___________________________________________________________________________________
Current assets
Inventories 1,099,216 754,788 1,057,994
Trade and other receivables 50,529 26,280 27,601
Cash and cash equivalents 170,175 322,047 140,330
___________________________________________________________________________________
1,319,920 1,103,115 1,225,925
___________________________________________________________________________________
Liabilities
Current liabilities
Borrowings (57,433) (85) (59,368)
Trade and other payables (353,780) (231,496) (341,860)
Current tax liabilities (39,881) (31,956) (38,680)
___________________________________________________________________________________
(451,094) (263,537) (439,908)
___________________________________________________________________________________
Net current assets 868,826 839,578 786,017
___________________________________________________________________________________
Total assets less current
liabilities 937,006 928,693 844,394
___________________________________________________________________________________
Non-current liabilities
Retirement benefit obligation - (1,773) -
Other non-current liabilities (86,112) (19,767) (62,819)
___________________________________________________________________________________
(86,112) (21,540) (62,819)
___________________________________________________________________________________
Net assets 850,894 907,153 781,575
===================================================================================
Shareholders' equity
Share capital 18,123 24,164 18,123
Share premium 264 264 264
Capital redemption reserve 12,132 6,091 12,132
Other reserve (961,299) (961,299) (961,299)
Revaluation reserve 13,814 - 17,725
Retained profit 1,768,992 1,805,405 1,694,299
Joint ventures' reserves (1,132) 32,528 331
___________________________________________________________________________________
Total equity 8 850,894 907,153 781,575
===================================================================================
Consolidated Cash Flow Statement
Six months Six months Year
ended ended ended
31 October 31 October 30 April
2007 2006 2007
Unaudited Unaudited Audited
Notes £'000 £'000 £'000
===================================================================================
Cash flows from operating activities
Cash generated from operations 9 66,830 103,786 199,053
Dividends from joint ventures - 6,016 6,016
Interest received 4,155 5,797 10,121
Interest paid (3,691) (64) (2,716)
Tax paid (31,572) (21,422) (51,540)
___________________________________________________________________________________
Net cash flow from operating
activities 35,722 94,113 160,934
___________________________________________________________________________________
Cash flows from investing activities
Purchase of property, plant and
equipment (2,557) (747) (1,183)
Sale of property, plant and
equipment 128 206 345
Purchase of shares in joint ventures (70) - (5)
Sale of shares in joint ventures - 10 10
Movements in loans with joint
ventures (1,443) 7,795 6,528
Acquisition of subsidiary
undertaking - - (97,457)
Cash balance in subsidiary acquired - - 34,658
Expenses relating to acquisition of
subsidiary - - (1,812)
___________________________________________________________________________________
Net cash flow from investing
activities (3,942) 7,264 (58,916)
___________________________________________________________________________________
Cash flows from financing activities
Redemption of shares - - (241,641)
(Decrease) / Increase in short-term
borrowings (1,935) - 59,283
___________________________________________________________________________________
Net cash flow from financing
activities (1,935) - (182,358)
___________________________________________________________________________________
Net increase / (decrease) in cash
and cash equivalents 29,845 101,377 (80,340)
Cash and cash equivalents at the
start of the period 140,330 220,670 220,670
___________________________________________________________________________________
Cash and cash equivalents at the end
of the period 170,175 322,047 140,330
===================================================================================
Notes to condensed consolidated half-yearly financial information
1 General information
The Company is a limited liability company incorporated and domiciled in the
United Kingdom. The address of its registered office is Berkeley House, 19
Portsmouth Road, Cobham, Surrey, KT11 1JG.
This condensed consolidated half-yearly financial information was approved for
issue on 7 December 2007.
These interim financial results do not comprise statutory accounts within the
meaning of Section 240 of the Companies Act 1985. Statutory accounts for the
year ended 30 April 2007 were approved by the Board of Directors on 19 July 2007
and delivered to the Registrar of Companies. The report of the auditors on those
accounts was unqualified, did not contain an emphasis of matter paragraph and
did not contain any statement under Section 237 of the Companies Act 1985.
2 Basis of preparation
This condensed consolidated half-yearly financial information for the six months
ended 31 October 2007 has been prepared in accordance with the Disclosure and
Transparency Rules of the Financial Services Authority and with IAS 34 'Interim
financial reporting' as adopted by the European Union. This half-yearly
condensed consolidated financial report should be read in conjunction with the
annual financial statements for the year ended 30 April 2007, which have been
prepared in accordance with International Financial Reporting Standards as
adopted by the European Union.
3 Accounting policies
The accounting policies adopted are consistent with those of the annual
financial statements for the year ended 30 April 2007, as described in those
annual financial statements.
The following new standards, amendments to standards or interpretations are
mandatory for the first time for the financial year ending 30 April 2008:
• IFRS 7 'Financial Instruments: Disclosures' and the Amendments to
IAS 1 'Presentation of Financial Statements: Capital Disclosures';
• IFRIC9 'Reassessment of Embedded Derivatives';
• IFRIC10 'Interim Financial Reporting and Impairment'.
The adoption of these standards has no impact on the consolidated financial
statements, with the exception of the adoption of IFRS 7 which will require the
adoption of certain new disclosures in the consolidated financial statements for
the year ending 30 April 2008.
The following new standards, amendments to standards and interpretations have
been issued, but are not effective for the financial year ending 30 April 2008
and have not been early adopted:
• IFRS 8 'Operating Segments';
• IFRIC11 'IFRS2- Group and Treasury Share Transactions';
• IFRIC12 'Service Concession Arrangements';
• IAS 23 (Amendment) 'Borrowing Costs'.
These standards are not expected to have a significant impact on the
consolidated financial statements.
4 Segmental reporting
Six months Six months Year
ended ended ended
31 October 31 October 30 April
2007 2006 2007
Unaudited Unaudited Audited
Continuing operations £'000 £'000 £'000
===================================================================================
(a) Revenue
Residential housebuilding 422,084 375,223 867,944
Commercial property and other
activities 19,288 5,930 50,466
___________________________________________________________________________________
441,372 381,153 918,410
___________________________________________________________________________________
(b) Operating profit
Residential housebuilding 89,763 69,191 170,097
Commercial property and other
activities 4,984 1,213 6,975
___________________________________________________________________________________
94,747 70,404 177,072
___________________________________________________________________________________
(c) Share of post tax results of
joint ventures
Residential housebuilding (1,463) 6,012 6,751
Commercial property and other
activities - 40 47
___________________________________________________________________________________
(1,463) 6,052 6,798
===================================================================================
All revenue and profit disclosed in the table above relate to continuing
activities of the Group and are derived from activities performed in the United
Kingdom. Included in Group residential housebuilding revenue and operating
profit are £13,106,000 and £717,000 in respect of land sales (2006: £3,247,000
and £1,631,000).
5 Net finance costs
Six months Six months Year
ended ended ended
31 October 31 October 30 April
2007 2006 2007
Unaudited Unaudited Audited
Continuing operations £'000 £'000 £'000
===================================================================================
Finance income 4,155 5,797 10,121
___________________________________________________________________________________
Finance costs
Interest payable on bank loans and
overdrafts (1,740) (291) (3,000)
Bank facility refinancing costs (1,792) - -
Other finance costs (3,261) (503) (2,941)
___________________________________________________________________________________
(6,793) (794) (5,941)
___________________________________________________________________________________
Net finance (costs) / income (2,638) 5,003 4,180
===================================================================================
6 Taxation
Six months Six months Year
ended ended ended
31 October 31 October 30 April
2007 2006 2007
Unaudited Unaudited Audited
Continuing operations £'000 £'000 £'000
===================================================================================
Current tax
UK corporation tax payable (33,451) (21,909) (63,107)
Adjustments in respect of previous
periods 678 1,120 4,611
___________________________________________________________________________________
(32,773) (20,789) (58,496)
Deferred tax 5,522 (771) 5,991
___________________________________________________________________________________
(27,251) (21,560) (52,505)
===================================================================================
7 Earnings per Ordinary Share
Earnings per Ordinary Share is based on the profit for the financial period of
£63,395,000 (2006: £59,899,000) and the weighted average number of Ordinary
Shares in issue during the period of 120,598,836 (2006: 120,246,800). For
diluted earnings per Ordinary Share, the weighted average number of Ordinary
Shares in issue is adjusted to assume the conversion of all dilutive potential
Ordinary Shares. The dilutive potential Ordinary Shares relate to shares granted
under employee share schemes where the exercise price is less than the average
market price of the Ordinary Shares during the period. The effect of the
dilutive potential Ordinary Shares is 141,371 shares (2006: 463,133), which
gives a diluted weighted average number of Ordinary Shares of 120,740,207 (2006:
120,709,933).
8 Statement of Changes in Shareholders' Equity
Capital Joint
Share Share redemption Other Revaluation Retained ventures'
capital premium reserve reserve reserve profit reserves Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Unaudited
At 1 May 2007 18,123 264 12,132 (961,299) 17,725 1,694,299 331 781,575
Profit/(loss) for the
financial period - - - - - 64,858 (1,463) 63,395
Reserves transfer from
revaluation reserve - - - - (3,911) 3,911 - -
Actuarial loss recognised in
the pension scheme - - - - - (259) - (259)
Deferred tax on actuarial loss
recognised in the pension
scheme - - - - - 78 - 78
Credit in respect of
employee share schemes - - - - - 2,805 - 2,805
Deferred tax in respect of
employee share schemes - - - - - 3,300 - 3,300
___________________________________________________________________________________________________________________
At 31 October 2007 18,123 264 12,132 (961,299) 13,814 1,768,992 (1,132) 850,894
===================================================================================================================
Unaudited
At 1 May 2006 24,164 264 6,091 (961,299) - 1,735,475 32,495 837,190
Profit for the financial
period - - - - - 53,847 6,052 59,899
Dividends received from
joint ventures - - - - - 6,019 (6,019) -
Actuarial loss recognised in
the pension scheme - - - - - (673) - (673)
Deferred tax on actuarial
loss recognised in the
pension scheme - - - - - 202 - 202
Credit in respect of
employee share schemes - - - - - 2,805 - 2,805
Deferred tax in respect of
employee share schemes - - - - - 7,730 - 7,730
___________________________________________________________________________________________________________________
At 31 October 2006 24,164 264 6,091 (961,299) - 1,805,405 32,528 907,153
===================================================================================================================
Audited
At 1 May 2006 24,164 264 6,091 (961,299) - 1,735,475 32,495 837,190
Profit for the financial
year - - - - - 128,747 6,798 135,545
Acquisition of subsidiary - - - - 20,297 32,946 (32,946) 20,297
Dividends received from
joint ventures - - - - - 6,016 (6,016) -
Reserves transfer from
revaluation reserve - - - - (2,572) 2,572 - -
Redemption of shares (6,041) - 6,041 - - (241,641) - (241,641)
Actuarial gain recognised in
the pension scheme - - - - - 961 - 961
Deferred tax on actuarial
gain recognised in the
pension scheme - - - - - (288) - (288)
Credit in respect of
employee share schemes - - - - - 5,661 - 5,661
Deferred tax in respect of
employee share schemes - - - - - 23,850 - 23,850
___________________________________________________________________________________________________________________
At 30 April 2007 18,123 264 12,132 (961,299) 17,725 1,694,299 331 781,575
===================================================================================================================
9 Notes to the Consolidated Cash Flow Statement
Six months Six months Year
ended ended ended
31 October 31 October 30 April
2007 2006 2007
Unaudited Unaudited Audited
£'000 £'000 £'000
===================================================================================
Net cash flows from operating activities
Continuing operations
Profit for the financial period 63,395 59,899 135,545
Adjustments for:
- Taxation 27,251 21,560 52,505
- Depreciation 491 665 1,278
- Amortisation of intangible assets 1,135 - 746
- Loss/(profit) on sale of property,
plant and equipment (50) 5 (34)
- Finance income (4,155) (5,797) (10,121)
- Finance costs 6,793 794 5,941
- Share of results of joint ventures
after tax 1,463 (6,052) (6,798)
- Non-cash charge in respect of share
awards 2,805 2,805 5,661
Changes in working capital:
- (Increase)/decrease in inventories (41,222) 9,085 18,385
- (Increase)/decrease in receivables (22,928) (2,588) 5,354
- Increase in payables 32,122 32,801 216
- Decrease in employee benefit
obligations (270) (9,391) (9,625)
___________________________________________________________________________________
Cash generated from continuing operations 66,830 103,786 199,053
===================================================================================
Reconciliation of net cash flow to net
cash
Net increase/(decrease) in cash and
cash equivalents 29,845 101,377 (80,340)
Cash outflow/(inflow) from decrease/
(increase) in borrowings 1,935 - (59,283)
___________________________________________________________________________________
Movement in net cash in the period 31,780 101,377 (139,623)
Opening net cash 80,962 220,585 220,585
___________________________________________________________________________________
Closing net cash 112,742 321,962 80,962
===================================================================================
At At At
31 October 31 October 30 April
2007 2006 2007
Unaudited Unaudited Audited
£'000 £'000 £'000
===================================================================================
Net cash
Cash and cash equivalents 170,175 322,047 140,330
Borrowings (57,433) (85) (59,368)
___________________________________________________________________________________
Net cash 112,742 321,962 80,962
===================================================================================
10 Contingent liabilities
The Group has guaranteed bank facilities of £2,500,000 (2006: £2,500,000) in
joint ventures.
The Group has guaranteed road and performance agreements in the ordinary course
of business of £86,369,000 (31 October 2006: £18,765,000; 30 April 2007:
£45,563,000).
11 Related party transactions
The Group has entered into the following related party transactions:
a) Charges made for goods and services supplied to joint ventures
During the financial period £6,000 (2006 £1,965,000) was charged to joint
ventures for goods and services supplied.
b) Transactions with Directors
During the financial period, each of Mr A W Pidgley and Mr R C Perrins paid
£306,000 and £34,000 respectively to Berkeley Homes plc for works carried out at
their homes under the Group's own build scheme. There were no balances
outstanding at the half year end.
c) Investment with Saad Investments Company Limited
In May 2007 the establishment of three joint venture companies, Saad Berkeley
Regeneration Limited, Saad Berkeley Developments Limited and Saad Berkeley
Investments Limited was completed. The joint venture partner is Saad Investments
Company Limited ('Saad') and, as Saad is currently a 29.4% shareholder in The
Berkeley Group Holdings plc, is considered a related party.
During the six month period, the Group invested £1,131,000 in the three private
joint venture companies through a combination of share capital and shareholder
loans.
Independent review report to The Berkeley Group Holdings plc
Introduction
We been engaged by the company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 31
October 2007, which comprises the Consolidated Income Statement, the
Consolidated Statement of Recognised Income and Expense, the Consolidated
Balance Sheet, the Consolidated Cash Flow Statement and related notes. We have
read the other information contained in the half-yearly financial report and
considered whether it contains any apparent misstatements or material
inconsistencies with the information in the condensed set of financial
statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved
by, the Directors. The Directors are responsible for preparing the half-yearly
financial report in accordance with the Disclosure and Transparency Rules of the
United Kingdom's Financial Services Authority.
As disclosed in note 2, the annual financial statements of the group are
prepared in accordance with IFRSs as adopted by the European Union. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with International Accounting Standard
34, 'Interim Financial Reporting', as adopted by the European Union.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed
set of financial statements in the half-yearly financial report based on our
review. This report, including the conclusion, has been prepared for and only
for the company for the purpose of the Disclosure and Transparency Rules of the
Financial Services Authority and for no other purpose. We do not, in producing
this report, accept or assume responsibility for any other purpose or to any
other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
Scope of review
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information
Performed by the Independent Auditor of the Entity' issued by the Auditing
Practices Board for use in the United Kingdom. A review of interim financial
information consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK and Ireland) and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly, we
do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe
that the condensed set of financial statements in the half-yearly financial
report for the six months ended 31 October 2007 is not prepared, in all material
respects, in accordance with International Accounting Standard 34 as adopted by
the European Union and the Disclosure and Transparency Rules of the United
Kingdom's Financial Services Authority.
PricewaterhouseCoopers LLP
Chartered Accountants
London
7 December 2007
This information is provided by RNS
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