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(FORMERLY KNOWN AS SILVERLEIGH LIMITED)
FOR THE PERIOD ENDED 18 OCTOBER 2024
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OHI SILVERLEIGH LTD
COMPANY INFORMATION
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OHI SILVERLEIGH LTD
CONTENTS
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OHI SILVERLEIGH LTD
STRATEGIC REPORT
FOR THE PERIOD ENDED 18 OCTOBER 2024
The principal activity of the company during the period 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 loss for the period after taxation, amounted to £(25,357) (2024 (Profit): £500,211).
The directors acknowledge that the shortened period impacts a users ability to understand the results. However, they are satisfied with the results for the period as set in the comprehensive income statement and the new owners of the trade are positive that the home will continue to provide an excellent service to the community. The care home continues 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 company has benefited from the employment of overseas workers and some easing in the recruitment within the local area.
The principal risks and uncertainties facing the company are trading performance and the ability of the company 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 has aimed 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 has managed 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 has faced risks from noncompliance with key regulation and compliance required within the care home sector. The Company aimed to mitigate this risk by maintaining compliance with all key regulations, and regularly monitoring these throughout the period.
Key financial performance indicators which the company uses to monitor performance are salary costs as a percentage of income, and EBITDA.
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OHI SILVERLEIGH LTD
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 18 OCTOBER 2024
This report was approved by the board and signed on its behalf.
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OHI SILVERLEIGH LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 18 OCTOBER 2024
The directors present their report and the financial statements for the period ended 18 October 2024.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the Company'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 Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation, amounted to £25,357 (2024 (Profit): profit £500,211).
The Company declared a dividend in the period of £Nil (2024: £300,000).
The directors who served during the period 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.
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OHI SILVERLEIGH LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 18 OCTOBER 2024
The principal financial risk faced by the Company is liquidity risk. However, the company maintains a positive cash balance. In addition, regular cash flow forecasts are prepared which take into account the predictable operational revenue and cost streams.
This report was approved by the board and signed on its behalf.
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OHI SILVERLEIGH LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OHI SILVERLEIGH LTD
We have audited the financial statements of OHI Silverleigh Limited (the 'company') for the period ended 18 October 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 SILVERLEIGH LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OHI SILVERLEIGH LTD (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and.
∙the Strategic Report and Directors' Report has 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 Strategic Report or the Directors' Report.
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OHI SILVERLEIGH LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OHI SILVERLEIGH 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 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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
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OHI SILVERLEIGH LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OHI SILVERLEIGH LTD (CONTINUED)
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 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
Statutory Auditor
Goodwood House
Blackbrook Park Avenue
United Kingdom
TA1 2PX
Date:
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OHI SILVERLEIGH LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 18 OCTOBER 2024
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OHI SILVERLEIGH LTD
REGISTERED NUMBER:02955109
STATEMENT OF FINANCIAL POSITION
AS AT 18 OCTOBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 27 form part of these financial statements.
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OHI SILVERLEIGH LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 18 OCTOBER 2024
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OHI SILVERLEIGH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 18 OCTOBER 2024
OHI Silverleigh Ltd (formerly known as Silverleigh Limited) is a private Company, limited by shares and registered in the UK. The registered number is 02955109, 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 Silverleigh Nursing Home, Silver Street, Axminster, Devon, EX13 5AF. 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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and 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 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23.
This information is included in the consolidated financial statements of OHI Cannon Care Homes Ltd (formerly known as Cannon Care Homes Ltd) as at 18 October 2024 and these financial statements may be obtained from Companies House.
As explained in the strategic report, following the transfer of the trade and 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 SILVERLEIGH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 18 OCTOBER 2024
2.ACCOUNTING POLICIES (continued)
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OHI SILVERLEIGH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 18 OCTOBER 2024
2.ACCOUNTING POLICIES (continued)
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OHI SILVERLEIGH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 18 OCTOBER 2024
2.ACCOUNTING POLICIES (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using both a reducing balance and straight line basis where 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 has transferred 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. The property was transferred on 31 December 2024.
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OHI SILVERLEIGH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 18 OCTOBER 2024
2.ACCOUNTING POLICIES (continued)
Provisions are charged as an expense to the profit and 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.
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OHI SILVERLEIGH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 18 OCTOBER 2024
2.ACCOUNTING POLICIES (continued)
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.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. 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. 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 SILVERLEIGH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 18 OCTOBER 2024
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OHI SILVERLEIGH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 18 OCTOBER 2024
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OHI SILVERLEIGH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 18 OCTOBER 2024
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OHI SILVERLEIGH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 18 OCTOBER 2024
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