RMAC 2002-NS1
RMAC 2002-NS1 PLC
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RMAC 2002-NS1 PLC
Annual
Report
For the year to 31
December 2003
Registered No:
4349853
RMAC 2002-NS1 PLC
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Pages
Directors and Advisers 1
Directors' Report 2 - 3
Auditors' Report 4
Profit and Loss Account 5
Balance Sheet 6
Notes to the Accounts 7 - 13
The accounts on pages 5 to 13 were approved by the Board of
Directors on 11 March 2004
RMAC 2002-NS1 PLC
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Directors and Advisers
Directors
Colin
Bradley
SFM Directors Limited
SFM Directors (No.2)
Limited
Auditors
PricewaterhouseCoopers
LLP
Southwark Towers
32 London Bridge
Street
London
SE1 9SY
Secretary and Registered
Office
Karen Edmonds
Eastern
Gate
Brants
Bridge
Bracknell
Berkshire
RG12 9BZ
The accounts on pages 5 to 13 were approved by the Board of
Directors on 11 March 2004
RMAC 2002-NS1 PLC
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Directors' Report
For the year ended 31
December 2003.
The Directors present their report together with the audited
accounts for the year ended 31 December 2003.
Business objectives and principal
activities
The principal activity of the Company is the investment in mortgage loans
secured by first charges over residential properties within the United Kingdom
and financed by the issuance of mortgage backed loan notes. The Directors expect
that the present level of activity will be sustained in the near future.
Directors
The Directors who served during the
period were as follows:-
Colin Bradley
SFM Directors
Limited
SFM Directors (No.2)
Limited
No Director had any interest in the share capital of the Company nor any group
Company at any time during the period.
Secretary
Karen Edmonds
Results and
dividend
As the Company made neither profit nor loss in the period after taxation, no
dividend is proposed.
Statement of Directors'
responsibilities
Company law requires the Directors to prepare accounts for each financial year
which give a true and fair view of the state of affairs of the Company and of
the profit and loss of the Company for that period.
In preparing those accounts, the Directors are required to:
* select suitable accounting policies and
then apply them consistently;
* make judgements and estimates that are
reasonable and prudent;
* state whether applicable Accounting Standards have
been followed, subject to any
material departures disclosed and
explained in the accounts;
* prepare the accounts on the going concern basis unless it is inappropriate to presume
that the company will
continue in business.
The Directors are responsible for keeping proper accounting records which disclose
with reasonable accuracy at any time the financial position of the Company and
to enable them to ensure that the accounts comply with the Companies Act 1985.
They are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
Auditors
A resolution to re-appoint PricewaterhouseCoopers LLP will be proposed at the
Annual General Meeting.
On behalf of the
Board
Colin Bradley
Director
11 March 2004
RMAC 2002-NS1 PLC
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Independent auditors' report to the member of RMAC2002-NS1 PLC
We have audited the financial statements which comprise the profit and loss
account, the balance sheet and the related notes, which have been prepared under
the historical cost convention and the accounting policies set out in Note 1.
Respective responsibilities of directors and auditors
The Directors' responsibilities for preparing the annual report and the
financial statements in accordance with applicable United Kingdom law and
accounting standards are set out in the statements of Directors'
responsibilities.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and United Kingdom Auditing Standards
issued by the Auditing Practices Board. This report, including our opinion has
been prepared for and only for the Company's members in accordance with Section
235 of the Companies Act 1985 and for no other purpose. We do not, in giving
this opinion, accept or assume responsibility for any other purpose or to any
other person to whom this report is shown or in whose hands it may come save
where expressly agreed by our prior consent in writing.
We report to you in our opinion as to whether the financial statements give true
and fair view and are properly prepared in accordance with the Companies Act
1985. We also report to you if, in our opinion, the Directors' report is not
consistent with the financial statements, if the Company has not kept proper
accounting records, if we have not received all the information and the
explanations we required for our audit, or if information specified by law
regarding Directors' remuneration and transactions is not disclosed.
We read the other information contained in the annual report and consider the
implications for our report if we become aware of any apparent misstatements or
material inconsistencies with the financial statements. The other information
comprises only the Directors' report.
Basis of audit opinion
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in the financial statements. It
also includes an assessment of the significant estimates and judgements madeby
the Directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the Company's circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state
of the Company's affairs at 31 December 2003 and of its result for the year then
ended and have been properly prepared in accordance with the Companies Act 1985.
PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors
Southwark Towers 32 London Bridge Street, SE1 9SY 11 March 2004
RMAC 2002-NS1 PLC
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PROFIT AND LOSS ACCOUNT
For the year ended 31 December 2003 12 Months 11 months
ended ended
31 December 31 December
Note 2003 2002
�000 �000
Turnover 2 6,611 4,338
Administration expenses (7,660) (6,079)
Interest receivable 1,049 1,741
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Profit on ordinary activities before taxation 5 - -
Taxation on profit on ordinary activities 6 - -
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Profit on ordinary activities after taxation 13 - -
The Company had no acquisitions or discontinued operations, and accordingly the
above profit and loss account is in respect of continuing operations.
The Company has no recognised gains and losses other than those included in the
results above, and therefore no separate statement of total recognised gains
and losses has been presented.
There is no difference between the profit on ordinary activities before taxation
and the retained profit for the period, and their historical cost
equivalents.
RMAC 2002-NS1 PLC
================================================================================================================
BALANCE SHEET
As at 31 December 2003
Note 2003 2002
�000 �000
Fixed assets:
Mortgage loans 7 362,163 546,635
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Total fixed
assets 362,163 546,635
Current assets:
Debtors: amounts falling due within one year 8 135 175
Debtors: amounts falling due after more than one
year 835 35
Cash at bank and in hand 15,225 12,892
------------------------------------------------------
Total current assets 15,395 13,102
Creditors: amounts falling due within one year 9 (9,214) (4,738)
------------------------------------------------------
Net current
assets 6,181 8,364
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Total assets less current
liabilities 368,344 554,999
Creditors: amounts falling due after more than
one year 9 (368,331) (554,986)
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Net Assets 13 13
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Capital and reserves:
Called up share capital 12 13 13
Profit and loss account 13 - -
------------------------------------------------------
Total shareholder's funds 14 13 13
------------------------------------------------------
The accounts on pages 5 to 13 were approved by the Board of Directors on 11
March 2004 and were signed on its behalf by:
Colin Bradley
Director
RMAC 2002-NS1 PLC
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NOTES TO THE ACCOUNTS for the year ended 31 December
2003
1 ACCOUNTING POLICIES
The accounts have been prepared in accordance with applicable Accounting
Standards in the United Kingdom. A summary of the more important accounting
policies which have been applied consistently is set out below.
ACCOUNTING CONVENTION
The accounts are prepared in accordance with the historical cost convention.
TURNOVER
In the opinion of the Directors, disclosure of turnover is most closely
represented as being comprised of mortgage interest receivable net of funding
costs, fees and commission receivable. These changes represent an adaptation of
the profit and loss account format laid down in Schedule 4 tothe Companies Act
1985 due to the special nature of the Company's business.
CASH FLOW STATEMENT AND RELATED PARTY DISCLOSURE
The Company is a wholly owned subsidiary of RMAC Holdings Limited, incorporated
in England & Wales, whose accounts are publicly available. Consequently, the
Company has taken advantage of the exemption from preparing a cash flow
statement under the terms of Financial Reporting Standard 1 (Revised 1996). The
Company is exempt under the terms of Financial Reporting Standard 8 from
disclosing related party transactions (but not balances) with entities that are
part of the RMAC Holdings Limited Group or members of the RMAC Holdings Limited
Group.
MORTGAGE LOANS
Mortgage loans are stated at cost less provision for loan losses.The mortgage
loans are subject to a credit insurance wrap which, according to its terms,
establishes a maximum possible loss on the portfolio.
MORTGAGE BACKED LOAN NOTES AND SECURITISATION COSTS
Mortgage backed loan notes are stated at aggregate principal amount payable at
redemption (net of underwriting costs). Underwriting costs and the initial costs
of credit insuring the mortgages on which the notes are secured are amortised
over the expected period until the C Notes are repaid (unsecured loan notes
issued to raise cash for the securitisation). This is estimated to be 38 months.
All other securitisation costs are taken to the profit & loss account at the
date of securitisation.
DEFERRED CONSIDERATION
Under the terms of the agreement for thepurchase of the mortgage loans, the
Company has a liability to deferred consideration. The amount analysed at the
balance sheet date has been shown as a liability in the accounts, which will be
ultimately satisfied by payments of cash in accordance with the administration
agreement.
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2 TURNOVER 12 Months11 months
ended ended
31 December 31
December
2003 2002
�000 �000
Mortgage loans interest
receivable 29,959 30,893
Servicing income 2,482 912
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Interest receivable on mortgage loans and
servicing income 32,441 31,805
Interest payable on loans
repayable after five years
Mortgage backed loan
notes (25,830) (27,467)
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6,611 4,338
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3 DIRECTORS' EMOLUMENTS 12 Months11 months
ended ended
31 December 31
December
2003 2002
�000 �000
Sums paid to a third party for
Directors' services 9 9
One director is employedby a third party and considers his services to this
company is incidental to his activities
(2002: Nil). It is not therefore practical to apportion his remuneration to this company.
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4 EMPLOYEE INFORMATION
There were no persons directly employed by the Company during the year to 31
December 2003 (2002 : Nil).
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5 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
12 Months11 months
ended ended
31 December 31
December
2003 2002
�000 �000
This is stated after charging
/ (crediting):
Auditors' remuneration: audit
fees 9 9
Auditors' remuneration: non
audit fees - 12
Trustee fees 9 7
Administration fees paid for servicing
mortgage loans 779 880
Provision for losses (329) 631
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6 TAXATION ON PROFIT ON ORDINARY ACTIVITIES
12 Months11 months
ended ended
31 December 31
December
2003 2002
�000 �000
(a) Analysis of tax charge
for the period:
United Kingdom Corporation
Tax charge for
current year - -
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(b) Factors affecting current tax charge
for the year:
Profit before tax - -
Tax on profit at 30% - -
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7 MORTGAGE LOANS
2003 2002
�000 �000
Cost and net book
value
As at 1 January 546,635 -
Acquisitions - 616,015
Further advances 9,554 8,391
Other movements 6,686 (1,401)
Redemptions (194,621) (70,321) 1
Amortisation of premium on
acquisition (6,420) (5,418) -1
Movement on loss
provision 329 (631)
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At 31 December 362,163 546,635
==================================
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8 DEBTORS
2003 2002
�000 �000
Amounts falling due within one
year
Interest receivable 18 19
Prepayments 117 156 -1
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135 175
==================================
Amounts falling due after more
than one year
Other debtors 35 35
==================================
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9 CREDITORS
2003 2002
�000 �000
Amounts falling due within one
year
Other creditors 9,183 4,693 -1
Accruals 31 45
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9,214 4,738
==================================
Amounts falling due after more
than one year
Mortgage backed loan notes
(note 10) 368,331 554,986
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10 MORTGAGE BACKED LOAN NOTES
The mortgage backed loan notes are secured over a portfolio of mortgage loans.
Senior loan notes are secured by the same security as the junior loan notes but
rank in priority to the junior notes in the event of security being enforced.
2003 2002
�000 �000
A1 Loan notes - 101,849
A2 Loan notes 303,436 380,000
A3 Loan notes (including A3 notes +
detachable coupons) Coupon -
64,213 70,633 Amortisation
C Loan notes C notes +
Reclass
secur costs
on lead sh
682 2,504 bal sheet
----------------------------------
Outstanding principal at 31
December 368,331 554,986
==================================
Maturity of Borrowings
If not otherwise redeemed or purchased andcancelled, the mortgage backed loan
notes will be redeemed at their principal outstanding balance on the interest
payment date in June 2034.
Prior to mandatory redemption on the final payment date, the loan notes will be
subject to mandatory and/or optional redemption in certain circumstances. Such
mandatory redemption in part will be primarily caused by scheduled principal
payments by the borrowers and principal prepayments. Optional redemption may
take place when the aggregate principal amount outstanding of the loan notes is
less than 10 per cent. of the initial aggregate principal amount outstanding of
the loan notes. The company may redeem all (but not only some) of the loan notes
at this time at the loan notes principal amount outstanding.
The interest on the notes will accrue on a day by day basis and be payable
quarterly in arrears at the following rates above the London Interbank Offered
Rate for quarterly sterling deposits:
A1 Loan notes LIBOR + 0.15%
A2 Loannotes LIBOR + 0.28%
A3 Loan notes LIBOR + 0.32%
A3 Detachable 11.50% (until September
coupons 2004)
C Loan notes LIBOR + 3.50%
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FINANCIAL RISKS AND 11 INSTRUMENTS
Credit risk The Company's major asset is a portfolio of mortgage loans which is
administered by a third party. These mortgage loans are subject to regular
reviews for possible credit problems to ensure credit risks are identified on a
timely basis and losses are minimised.
Liquidity risk
The Company's policy is to manage liquidity risk through its use of its start up
loan and excess spread and a reserve fund. As the length of the mortgage backed
loan notes is designed to match the length of the mortgage loans, there is
deemed to be limited liquidity risks facing the Company.
Interest rate risk
Assets and liabilities subject to floating rates are deemed to have limited
interest rate risk. The interest rate risk on floating rate mortgage loans being
mitigated by the Company's interest rate risk on its floating mortgage backed
loan note liabilities. Those assets subject to a fixed rate of interest have a
short fixed period before converting to floating rates. It is not considered
necessary to hedge these assets against interest rate risk, any mismatch being
covered by the reserve fund created within the funding structure.
Currency risk
The Company's assets and liabilities are denominated in sterling and so the
Company is not exposed to gains or losses arising from currency fluctuations.
Hedging
It is the Company's policy to directly manage the liquidity, interest rate and
currency risks via primary financial instruments as described above to hedge its
position and not to make use of derivative financial instruments.
As permitted by Financial Reporting Standard 13, the Company has opted to
exclude short term debtors and creditors from this disclosure.
2003 2002
Floating rate Fixed Floating rate Fixed
rate rate
not more than not more than
three months three months
�000 �000 �000 �000
Assets
Mortgage loans 355,320 6,843 538,158 8,477
Cash at bank and in
hand 15,225 - 12,892 -
---------------------------------------------------------
370,545 6,843 551,050 8,477
=========================================================
Liabilities
---------------------------------------------------------
Mortgage backed loan
notes 368,331 - 554,986 -
=========================================================
2003 2002
Weighted average interest rate of fixed
interest rate loans 5.92% 5.92%
Weighted average fixed interest rate period 12
remaining on fixed interest rate loans 1 months
There are no material differences between the fair value of the financial assets
and liabilities and their book value.
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12 CALLED UP SHARE CAPITAL
2003 2002
�000 �000
Authorised
50,000 ordinary shares of �1 each (2002 :
50,000 shares) 50 50
----------------------------------
Allotted, called up and fully
paid
2 ordinary shares of �1 each
(2002 : 2 shares) - -
Allotted, called up and 25%
paid
49,998 ordinary shares of �1 each (2002 :
49,998 shares) 13 13
----------------------------------
13 13
==================================
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13 PROFIT AND LOSS ACCOUNT
2003 2002
�000 �000
At 1 January / on
incorporation - -
Profit for the year - -
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At 31 December - -
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RECONCILIATION OF MOVEMENTS ON SHAREHOLDER'S
14 FUNDS
2003 2002
�000 �000
Shareholder's funds at 1
January / on incorporation - -
Share capital issued 13 13
Profit for the
financial year - -
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Shareholder's funds at 31
December 2003 13 13
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15 CAPITAL COMMITMENTS
There were no outstanding capital commitments as at
31 December 2003 (2002 : Nil).
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16 RELATED PARTY TRANSACTIONS
The Directors regard SFM Corporate Services Limited as the ultimate controlling
party, which holds its share in the company's parent on a discretionary trust
basis for charitable purposes. The Company is a wholly owned subsidiary of RMAC
Holdings Limited, a Company registered in England. Therefore the Company has
applied the exemption within Financial Reporting Standard 8 which permits the
non-disclosure of transactions and balances with related parties which are
included in the consolidated financial statements of RMAC Holdings Limited.
In 2002, the Company acquired mortgages for �616,015,207 from GMAC-RFC Limited,
of which Mr Colin Bradley is a Director. The Company has incurred �778,715 (2002
: �880,438) due to GMAC-RFC Limited for administering the Company's mortgage
loans and owes �5,321,480 of deferred consideration (2002: �2,669,805). In 2002
the Company issued �3,800,000 of C Notes to GMAC RFC Limited and has repaid
principle and interest of �2,440,811 (2002: �248,861) on these notes. The
Company owes GMAC-RFC Limited �9,221,531 (2002: �6,481,893) at 31 December 2003.
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17 IMMEDIATE AND ULTIMATE PARENT UNDERTAKING
The immediate and ultimate parent Company is RMAC Holdings Limited which is
incorporated in England and Wales. Copies of RMAC Holdings Limited accounts may
be obtained from the Secretary at its registered office.
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