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(FORMERLY KNOWN AS THORNFIELD CARE LIMITED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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OHI THORNFIELD CARE LTD
COMPANY INFORMATION
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OHI THORNFIELD CARE LTD
CONTENTS
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OHI THORNFIELD CARE LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The principal activity of the company during the year was that of a residential care home operator.
On 18 October 2024, the entire share capital of Cannon Care Home Limited (the company's ultimate parent company) was acquired by OHI UK Healthcare Properties Limited.
Immediately following the ownership change the company's trade and assets were acquired by a fellow group company, excluding the property, which was not transferred until 31 December 2024. Following the transfer of the property the company ceased to trade, and as such the Directors consider it appropriate to prepare the financial statements on a basis other than a going concern basis. All assets have been adjusted to reflect their expected net realisable value and provisions have been made for all known current and future liabilities. It should be noted that the historic classification of assets and liabilities have been retained, reflecting the future use of the assets by the wider group. For example the fixed assets have not been reclassified as current assets.
The profit for the year, after taxation, amounted to £451,221 (2023: £402,827)
The directors are satisfied with the results for the year, as set out below and in the comprehensive income statement and whilst the adjustment to the property value has impacted the year end financial position the directors are satisfied that the entity and its wider group have maintained an appropriate level of working capital.
The principal risks and uncertainties facing the company are trading performance and the ability of the group to continue as a going concern. See note 2.3 to the accounts for further details. However, as noted above the company ceased to trade following the transfer of its trade and assets to a fellow group company, and as a result the directors consider it appropriate to prepare the financial statements on a basis other than a going concern basis.
Exposure to liquidity and cashflow risk Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company aims to mitigate this by the managing of cash generation by its operations. Cash flow risk is the risk to variability that is attributable to a particular risk associated with the recognised asset or liability. The Company manages this risk by maintaining a rolling cash flow forecast to ensure it has sufficient working capital to operate efficiently. Regulation and compliance risk The Company faces risks from noncompliance with key regulation and compliance required within the care home sector. The Company aims to mitigate this risk by maintaining compliance with all key regulations, and regularly monitoring these throughout the period.
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OHI THORNFIELD CARE LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The Company's key financial and other performance indicators during the year were as follows:
2024 2023 £’000 £’000 Turnover 3,537 3,390 Operating profit 613 520 Profit after tax 451 403 Shareholders’ funds 4,740 5.799 Average number of employees 65 65 Further key financial performance indicators which the company uses to monitor performance are salary costs as a percentage of income, and EBITDA. Other key performance indicators include monitoring average monthly occupancy.
This report was approved by the board and signed on its behalf.
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OHI THORNFIELD CARE LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The directors present their report and the financial statements for the year ended 30 September 2024.
The profit for the year, after taxation, amounted to £451,221 (2023: £402,827).
The Company declared a dividend in the year of £300,000 (2023: £1,000,000)
The directors who served during the year were:
As noted within the Strategic report the company, following the transfer of its trade and assets to another group company, has ceased to trade. The directors are therefore preparing the financial statements on a basis other than a going concern basis.
The principal financial risk faced by the Company is liquidity risk. However, the company is trading profitably and maintains a positive cash balance. In addition, regular cash flow forecasts are prepared which take into account the predictable operational revenue and cost streams.
As noted in the strategic report, On 18 October 2024, the entire share capital of Cannon Care Home Limited (the company's ultimate parent company) was acquired by OHI UK Healthcare Properties Limited.
Immediately following the ownership change the company's trade and assets were acquired by a fellow group company, excluding the property, which was not transferred until 31 December 2024.
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OHI THORNFIELD CARE LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
This report was approved by the board and signed on its behalf.
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OHI THORNFIELD CARE LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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OHI THORNFIELD CARE LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OHI THORNFIELD CARE LTD
We have audited the financial statements of OHI Thornfield Limited (the 'company') for the year ended 30 September 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related Notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw your attention to note 2.3 and the strategic report to the financial statements which explains that following a transfer of the company’s trade and assets to fellow group companies the company ceased to trade. As such the directors consider it appropriate to prepare the financial statements on a basis other than a going concern basis. All assets have been adjusted to reflect their expected net realisable value and provisions have been made for all known current and future liabilities.
It should be noted that the historic classification of assets and liabilities have been retained, reflecting the future use of the assets by the wider group. For example, the fixed assets have not been reclassified as current assets. Our opinion is not modified in respect of this matter.
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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OHI THORNFIELD CARE LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OHI THORNFIELD CARE LTD (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's report.
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OHI THORNFIELD CARE LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OHI THORNFIELD CARE LTD (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the care home sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, employment, environmental, health and safety legislation and the CQC requirements;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing relevant correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company’s legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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OHI THORNFIELD CARE LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OHI THORNFIELD CARE LTD (CONTINUED)
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 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 Auditors' 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.
for and on behalf of
Statutory Auditor
Goodwood House
Blackbrook Park Avenue
United Kingdom
TA1 2PX
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OHI THORNFIELD CARE LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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OHI THORNFIELD CARE LTD
REGISTERED NUMBER:04552319
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 25 form part of these financial statements.
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OHI THORNFIELD CARE LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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OHI THORNFIELD CARE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
OHI Thornfield Care Ltd (formerly known as Thornfield Care Limited) is a private company, limited by shares and registered in the UK. The registered number is 04552319, the address of the registered office is C/O Arnold & Porter Kaye Scholer (UK) LLP Tower 42, 25 Old Broad Street, London, EC2N 1HQ. The principal place of business is Thornfield House, 87 Scalwell Lane, Seaton, Devon. The company operates a residential care home.
However, as noted in the strategic report, following the transfer of the company's trade and assets to another group company the company ceased to trade.
2.ACCOUNTING POLICIES
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of OHI Cannon Care Homes Ltd (formerly known as Cannon Care Homes Ltd) as at 30 September 2024 and these financial statements may be obtained from Companies House.
Following the transfer of the property the company ceased to trade, and as such the directors consider it appropriate to prepare the financial statements on a basis other than a going concern basis. All assets have been adjusted to reflect their expected net realisable value and provisions have been made for all known current and future liabilities. It should be noted that the historic classification of assets and liabilities have been retained, reflecting the future use of the assets by the wider group. For example the fixed assets have not been reclassified as current assets.
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OHI THORNFIELD CARE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.ACCOUNTING POLICIES (continued)
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OHI THORNFIELD CARE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.ACCOUNTING POLICIES (continued)
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OHI THORNFIELD CARE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.ACCOUNTING POLICIES (continued)
Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on both a reducing balance and straight line basis as appropriate.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers. Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss. As noted, the company is to transfer its trade and assets to another group company. The tangible fixed assets are recognised at the anticipated realisable value. As these assets will be retained as fixed in the group the directors have retained them as fixed in the current year accounts.
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OHI THORNFIELD CARE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.ACCOUNTING POLICIES (continued)
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Statement of financial position.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.
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OHI THORNFIELD CARE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Classification of leases: The Company obtains use of fixed assets as a lessee. The classification of such leases as operating or finance lease required the Company to determine, based on an evaluation of the terms and conditions of the arrangements, whether it retains or acquires the significant risks and rewards of ownership of these assets and accordingly whether the lease requires an asset and liability to be recognised in the Statement of Financial Position. Valuation of properties: The Company carries its freehold property at fair value, with changes in fair value being recognised in other comprehensive income. The Company engaged independent valuation specialists, Cushman & Wakefield, to determine fair value at 12 June 2024. The valuer used the profits method of valuation as they consider the market norm is to assess this type of asset for sale purposes by reference to its trading characteristics and profitability. The directors have then assessed their understanding of the market and adjusted the value recognised as materially required.
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OHI THORNFIELD CARE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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OHI THORNFIELD CARE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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