|
OHI CANNON CARE HOMES LTD
(FORMERLY CANNON CARE HOMES LTD)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
COMPANY INFORMATION
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
CONTENTS
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The principal activity of the company during the year was that of a company holding investments in its subsidiaries. The principal activity of the group during the year was that of a residential care home operator.
On 18 October 2024, the entire share capital of Cannon Care Home Limited was acquired by OHI UK Healthcare Properties Limited.
Immediately following the ownership change the group'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 group 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 Group has had another successful year supporting the local community and surrounding areas. All three care homes continue to be rated “Outstanding” by The Care Quality Commission, providing a high quality of care and environment for both residents and staff to enjoy.
Whilst staffing still remains one of the key challenges across the sector, the Group has benefitted from the employment of overseas workers and some easing in the recruitment within the local area.
The principal risks and uncertainties facing the group 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 group 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 group 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 group 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 group faces risks from noncompliance with key regulation and compliance required within the care home sector. The group aims to mitigate this risk by maintaining compliance with all key regulations, and regularly monitoring these throughout the period
Page 1
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The Group's key financial and other performance indicators during the year were as follows:
2024 2023 £’000 £’000 Turnover 12,742 12,145 Operating profit 3,090 3,129 Profit after tax 1,235 1,634 Shareholders’ funds 10,895 12,645 Average number of employees 245 235 Further key financial performance indicators which the Group 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.
Page 2
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The director presents his report and the financial statements for the year ended 30 September 2024.
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £1,234,529 (2023: £1,634,323).
Dividends declared and paid in the year amounted to £1,285,000 (2023: £1,527,022).
The directors who served during the year were:
As noted within the Strategic report the group, 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.
Page 3
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The principal financial risk faced by the group is liquidity risk. However, the group 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 debt repayment cost streams.
As noted in the strategic report, on 18 October 2024, the entire share capital of Cannon Care Home Limited was acquired by OHI UK Healthcare Properties Limited.
Immediately following the ownership change the group's trade and assets were acquired by a fellow group company, excluding the property, which was not transferred until 31 December 2024.
This report was approved by the board and signed on its behalf.
Page 4
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
We have audited the financial statements of OHI Cannon Care Homes Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flow, the Consolidated Analysis of Net Debt 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 group 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 group’s trade and assets to fellow group companies the group 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.
Page 5
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD) (CONTINUED)
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements.
In the light of our knowledge and understanding of the Group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Director's Report.
Page 6
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES 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 auditor’s 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 extent to which the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙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 group through discussions with directors and other management, and from our commercial knowledge and experience of the 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 group, including the Companies Act 2006, taxation legislation, employment, environmental and health, 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 group’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;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HMRC and relevant regulators.
Page 7
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD) (CONTINUED)
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.
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 Auditor's 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 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
Goodwood House
Blackbrook Park Avenue
United Kingdom
TA1 2PX
Date:
Page 8
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Page 9
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
REGISTERED NUMBER:05317825
CONSOLIDATED 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:
Page 10
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
REGISTERED NUMBER:05317825
COMPANY 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:
Page 11
|
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
13.TANGIBLE FIXED ASSETS (CONTINUED)
Page 26
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
13.TANGIBLE FIXED ASSETS (CONTINUED)
Page 27
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Page 28
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Page 29
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Page 30
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Page 31
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
20.LOANS (CONTINUED)
Page 32
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Page 33
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Profit and loss account
The profit and loss reserve is represented by £5,363,613 relating to distributable profits and £5,531,057 relating to previous revaluations of freehold property.
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension contributions payable by the Group to the fund amounted to £150,262 (2023: £129,016). Contributions totalling £29,615 (2023: £26,782) were payable to the fund at the reporting date.
At the year end, Mr R Cannon owed £4,543,766 (2023: £4,461,935) to the Company via his director's loan account. Interest is charged on this balance at 2.5% and there is no fixed date for repayment. However, the director will not seek settlement if detrimental to the company, it is probable that an element will not be settled with in the 12 months following the year end.
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, a subsidiary of Omega Healthcare Investors, Inc. 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.
Page 34
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
OHI CANNON CARE HOMES LTD (FORMERLY CANNON CARE HOMES LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
As at 30 September 2024, the Company was under the control of
After the year-end, the group within which the company forms a part, was acquired by Omega Healthcare Investors, Inc. Following this acquisition, the immediate parent company is OHI UK Healthcare Properties Ltd, ultimate parent company is Omega Healthcare Investors, Inc. There is no ultimate controlling party.
On the 12 January 2018 charges were registered in line with Chapter A1 Part 25 of the Companies Act 2006 with Companies House. Pursuant to the charge, Triodos Bank NV, acting through its registered office at Deanery Road, Bristol, BS1 5AS, placed a fixed and floating charge on all property of Group. Charges were satisfied on 23 October 2024.
Page 35
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||