Company registration number: 09381613
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their Strategic report and the consolidated and company financial statements for SSL Group (UK) Limited ("the Company") and its subsidiaries (together “the Group” or “Signature Group") for the year ended 31 December 2023. SSL Group (UK) Limited acts as the holding company of the Group and did not itself trade during the year.
The principal activities of the Group during the year were as follows:
The principal activities of the Group during the year were as follows:
∙operation of senior living facilities providing regulated and other ancillary services within the United Kingdom. Operations are regulated by the Care Quality Commission ("CQC");
∙to identify suitable sites for the development of senior living facilities and provision of development management services;
∙the provision of investment management services; and
∙investment in development partnerships managed by the Signature Group.
During the financial year 2023, the Group has charged development, investment management and operating fees. During the year the group’s ultimate parent cancelled its joint ventures in care homes with Welltower Inc (“Welltower homes”) to continue to focus on its own development opportunities and the wider strategic goals. This resulted in this group cancelling its operating management contracts for the affected senior living facilities and reduced the number of homes it operated so at the financial year end, the Group was operating 10 care homes, charging investment management fees from 3 external partnerships, and was providing development management services to 3 developing care homes. After the financial year end the Company decided to sell its subsidiary which ended its principal activities as part of the strategic focus of the ultimate parent.
The value of key balance sheet items have been adjusted to take into account the value that was achieved during the sale process. An impairment charge of £13,807,699 (2022: £Nil) has been recognised on intangible fixed assets, reducing their carrying value to £Nil. The 2023 valuation of the investments reflects indirect interests in SSL Partners III LP and minority interests in SSL Partners IV LP, SSL Partners V LP and SSL Partners VI LP.
Operating management fee (“OMF”) from care operations decreased to £83m from £118m, due to the reduction in operating homes.
Refer to the post balance sheet events note in the Directors Report for details regarding the business subsequent to year end.
Refer to the post balance sheet events note in the Directors Report for details regarding the business subsequent to year end.
The risks associated with the activities performed by the Signature Group (“Signature”) may be summarised as:
Non-compliance with CQC regulations
CQC compliance achieves a high degree of focus from the Signature board. Signature seeks to ensure that the senior team is structured effectively in order to allow all individuals to perform their roles and responsibilities to a high standard, ensuring that residents' needs are always met. Internal governance procedures are in place to monitor all homes operated by Signature on a regular basis. At 31 December 2023, majority of the homes managed by Signature are rated either "Good" or "Outstanding".
Downturn in the macro-economic environment
A further downturn in the macroeconomic environment, reducing the demand for super-premium care facilities resulting in unsatisfactory levels of occupancy being achieved.
Occupancy levels within the care home sector have remained relatively strong in recent years, despite the downturn in the economic environment. Further, the majority of reports suggest that predominantly private pay operators, such as Signature, have been further sheltered from the downturn. Average occupancy levels in mature homes operated by Signature remained strong. All non-mature homes continued to lease-up. The underlying fundamentals of the market remain positive.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
All risks are continually under review. The board is comprised of directors with direct relevant experience from within the care industry.
Failing to comply with management contract terms, resulting in termination
The Group provides services under management contracts. All management contracts are secure and long term in nature. There is therefore an inherent risk of termination should the company fail to meet its obligations. This risk is however deemed to be addressed via a robust management framework which ensures compliance with all key contracts.
The Group managed a portfolio of care homes for Revera Inc. and Welltower Inc., and these care homes were branded as "Signature care homes". The directors consider the Financial Key Performance Indicators of these care homes as a useful indicator of measuring Group's performance.
2023 2022
Maximum number of care homes under management during the year (number) 39 38
Care homes under management at year end (number) 10 38
Homes under construction (number) 3 5
Gross margin 8% 6%
Year-end occupancy 608 2,345
The board acts in good faith and to promote the success of the Group for the benefit of its stakeholders. In doing so it has regard, amongst other matters, to:
∙the likely consequences of any decision in the long term by reviewing the 5 year plan on an annual basis;
∙the interests of the Group’s employees as the Group aligns all employee benefits and directors reviews those benefits on a regular basis;
∙the need to foster the Group’s business relationships with suppliers, customers and others by managing and reviewing credit terms with suppliers and customers regularly;
∙the impact of the Group’s operations on the community and the environment for which the directors encourages reduction in carbon footprint and recycling throughout the homes and offices; and
∙the desirability of the Group maintaining a reputation for high standards of business conduct by ensuring high care quality standard are held throughout the homes.
The directors have received guidance and training from the Company Secretary to support the performance of their statutory duties and have been briefed on the additional reporting requirements introduced by the Companies Act (Miscellaneous Reporting) Regulations 2018.
In planning and implementing the Group’s corporate objectives and in all activity the business undertakes Signature aims to:
∙provide world class service to every resident in the care homes Group operate;
∙support and develop our teams as a best-in-class employer in every location;
∙build strong relationships and be a fair and valued partner to Group’s suppliers; and
∙maintain an open and honest relationship with the CQC. Group works with the CQC to ensure we meet regulatory requirements and act quickly to address any issues or concerns raised.
The Group aims to provide a valuable service and to be a central part of all of the local communities in which we operate. The Group have a range of plans and initiatives to actively reduce its energy consumption to support the environment. It is central to the continued success of the business that the Group retains its reputation for high standards of resident care and business conduct.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
A fair review of the business, summary of principal risks and uncertainties and information on the key performance indicators of the Group can be found in the Strategic report on pages 1 to 3.
The consolidated loss for the year, after taxation, amounted to £44,827,400 (2022 - £4,035,686).
The directors did not recommend the payment of a dividend during the year (2022 - £Nil).
The directors who served during the year were:
The Group is currently in a net current liability position of £23,611,455 (2022 - £22,975,219) and an overall net liability position of £52,159,544 (2022 - £9,533,203). The Company has net current liabilities of £8,952,499 (2022 - £13,516,854) and an overall net liability position of £39,712,323 (2022 - net assets of £8,395,878).
Following the year end, the Group and Company have ceased trading. The Group and Company are no longer providing management and administrative services, as there is no trade following the restructuring in Revera Inc.
Therefore, the Directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. As a result, the financial statements have been prepared on a basis other than going concern. As a result of the Group and Company ceasing trading, adjustments have been raised to impair the intangible assets and investments held to £nil.
Following the year end, the Group and Company have ceased trading. The Group and Company are no longer providing management and administrative services, as there is no trade following the restructuring in Revera Inc.
Therefore, the Directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. As a result, the financial statements have been prepared on a basis other than going concern. As a result of the Group and Company ceasing trading, adjustments have been raised to impair the intangible assets and investments held to £nil.
The Signature Group is currently progressing a number of development opportunities. At the year-end date, 3 (2022 - 5) projects were in various stages of the development program. Once completed, each developed home will be operated and managed by the company. After the financial year end the Company decided to sell its subsidiary which ended its principle activities as part of the strategic focus of the ultimate parent. The developments held at the year end are now managed and being developed by the new owners. As the company has ceased trading subsequent to year end, there are no future plans for this entity.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The Group uses various financial instruments, including cash equity, trade receivables and trade payables in the course of its operations. The use of these instruments gives rise to risks associated with liquidity risk, credit risk and interest rate risk.
The directors review and agree policies to deal with each of these risks as summarised below.
Liquidity risk
The Group seeks to manage financial risk of liquidity by ensuring it has sufficient cash resources available to meet foreseeable needs at all times.
Credit risk
Majority of the customers are related parties, therefore the Group monitors cash flow as part of its day-to-day control procedures and ensures all companies have adequate cash to pay any liabilities that come due.
Interest rate risk
The only Group debt is owed to the Parent Company which is subject to fixed interest arrangements.
The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Group. Employees are consulted regularly on a wide range of matters affecting their current and future interests.
Providing exceptional care for the residents is the primary focus for the group. Formal and informal engagement with residents and their families is crucial to delivering this.
Signature Group maintains close relationships with suppliers while always aiming to achieve long term value for both parties.
Signature Group strives to be a valued partner in every community in which one of group's care homes operates.
Signature Group aims to be the employer of choice in every location and have a strong focus on ensuring all Team Members are provided with the support they need to develop their careers whilst deliver outstanding resident care.
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Group continues and that appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical with that of other employees.
The Group has made qualifying third-party indemnity provisions for the benefit of its directors which were in force throughout the period and at the date of this report.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
During the year the Group has continued to focus on trying to reduce its carbon footprint both to help the environment and save money due to the increasing fuel prices.
For 2023 the management team committed to 3 key areas of action to reduce our consumption by a target of 8%:
∙Reporting - Reporting to the business on an individual home level per half an hour to identify waste and incentivise the teams in relevant homes to reduce their usage;
∙Behaviour - Establish an energy champion at head office to communicate and inform staff on disciplined around thermostats and lights; and
∙Capital Expenditure - Rollout of voltage optimisation, PIR sensors, boiler control system and LED lighting.
Streamlined Energy and Carbon Reporting (SECR) Methodology
Energy Consumption and Emissions: Our consumption was collected using a sample of invoices in the utilities consumption report and prorating to be 12 months. The emissions were calculated from the kWh using the 2021 conversion factors published on the government's SECR website.
Transport and Business Travel Emissions: The related emissions were calculated from the miles using the conversion factors published on the government's SECR website.
Summary of greenhouse annualised gas emissions and energy consumption for the financial year:
2023 2022
Energy consumption used to calculate emissions Kwh 132,489 187,677
Emissions from combustion of gas tCO2e - -
Emissions from combustion of fuel for transport purposes tCO2e - -
Emissions from business travel tCO2e 8 12
Emissions from purchased electricity tCO2e 17 24
Total gross emissions tCO2e 25 36
Intensity ratio Care Home 0.011 0.011
kgCO2e per bed managed
Intensity Factor
In selecting the intensity factor that would give the best indication of our energy efficiency overall it was noted that all the gas and electricity used is for the services being provided to the care homes. Therefore, we decided that the most representative intensity factor for the Group as a whole would be one that normalised the emissions based on the services provided for management of the care homes. We also decided that the simplest measure of their output is the number of beds in the each care home. Therefore the intensity metric we chose for the Group is "Care Home emissions per bed managed".
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
On 18 April 2024 1 £1 Ordinary share was issued for consideration of £4,455,000.
Following the year end, on the 2 July 2024, The Public Sector Pension Investment Board of Canada has sold the ‘Signature Group’.
Following the year end, on the 2 July 2024, The Public Sector Pension Investment Board of Canada has sold the ‘Signature Group’.
This report was approved by the board and signed on its behalf.
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors are responsible for preparing the Strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
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 judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. As stated in note 2.3, the Directors do not consider the Company and Group to be a going concern and have prepared the financial statements on a basis other than that of a going concern.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SSL GROUP (UK) LIMITED
We have audited the financial statements of SSL Group (UK) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company 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 draw attention to Note 2.3 to the financial statements which explains that following the year end, the Group and Company ceased trading. Therefore, the Directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in Note 2.3. The adjustments required to the financial statements as a result of preparing them on a basis other than going concern are disclosed in Note 2.3. Our opinion is not modified in respect of this matter.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SSL GROUP (UK) LIMITED (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 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 Group and the parent 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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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SSL GROUP (UK) LIMITED (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 Group 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:
Non-compliance with laws and regulations
Based on:
∙Our understanding of the Group and the industry in which it operates;
∙Discussion with management and those charged with governance; and
∙Obtaining and understanding of the Group’s policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be United Kingdom Accounting Standards including FRS102 “The Financial Reporting Standards applicable in the UK and Republic of Ireland”, the Companies Act 2006 and relevant tax compliance regulations in the United Kingdom.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the health and safety legislations.
Our procedures in respect of the above included:
∙ Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
∙Review of financial statement disclosures and agreeing to supporting documentation; and
∙Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
∙Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
∙Obtaining an understanding of the Group’s policies and procedures relating to:
∙Detecting and responding to the risks of fraud; and
∙Internal controls established to mitigate risks related to fraud.
∙Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
∙Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
∙Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be improper revenue recognition and management override of controls.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SSL GROUP (UK) LIMITED (CONTINUED)
Our procedures in respect of the above included:
∙For management override of controls, our procedures included testing a sample of journal entries throughout the year, which met defined risk criteria, by agreeing to supporting documentation. For unpredictability, we also selected an additional samples for non-risky journals, which did not meet the above-mentioned criteria and tested them by agreeing to supporting documentation; and
∙For revenue, our procedures included performance of substantive analytical procedures and other substantive procedures at a subsidiary level, specifically designed for the relevant revenue stream. We also tested a sample of revenue journals with unusual account combinations.
A further description of our responsibilities for the audit of the 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
Statutory Auditor
2 City Place
2 City Place
Beehive Ring Road
Gatwick
West Sussex
RH6 0PA
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 44 form part of these financial statements.
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 44 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
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CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
SSL Group (UK) Limited is a private Company incorporated in England and Wales under the Companies Act. It is a Company limited by shares. The address of the registered office is given on the Company information page and the nature of the Company's operations and principal activities are given in the Strategic report and the Directors' report.
The Group's functional and presentational currency is GBP and the accounts are rounded to the nearest £.
The Group's functional and presentational currency is GBP and the accounts are rounded to the nearest £.
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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The Group is currently in a net current liability position of £23,611,455 (2022 - £22,975,219) and an overall net liability position of £52,159,544 (2022 - £9,533,203). The Company has net current liabilities of £8,952,499 (2022 - £13,516,854) and an overall net liability position of £39,712,323 (2022 - net assets of £8,395,878).
Following the year end, the Group and Company have ceased trading. The Group and Company are no longer providing management and administrative services, as there is no trade following the restructuring in Revera Inc.
Therefore, the Directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. As a result, the financial statements have been prepared on a basis other than going concern. As a result of the Group and Company ceasing trading, adjustments have been raised to impair the intangible assets and investments held to £nil.
Following the year end, the Group and Company have ceased trading. The Group and Company are no longer providing management and administrative services, as there is no trade following the restructuring in Revera Inc.
Therefore, the Directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. As a result, the financial statements have been prepared on a basis other than going concern. As a result of the Group and Company ceasing trading, adjustments have been raised to impair the intangible assets and investments held to £nil.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Development turnover: Turnover on long-term contracts is recognised as the work is carried out once the final outcome of the contract can be assessed with reasonable certainty. The turnover recognised is calculated on a basis that reflects the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover derived from variations on contracts is recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen.
Operating turnover: This is the turnover based on the provision of composite welfare services provided by the Group, exclusive of VAT. Operating turnover is recognised to the extent the group has met its performance obligation under its care management contracts.
Investment management turnover: This comprises turnover recognised by the group in respect of management fees, exclusive of VAT. Turnover is recognised to the extent that the company has performed its contractual obligations.
All turnover arises within the United Kingdom.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Intangible assets that relate to the acquisition of a legal right to secure income over the lifetime of a contract entered into by the Company and other group entities are capitalised and amortised through profit or loss over the lifetime of the contract of 10 years.
Intangible fixed assets that relate to existing licence agreements and contracts of the Group’s operations of senior living communities are amortised over the directors’ estimate of the useful economic life of the contracts and agreements of 30 years.
Intangible fixed assets that relate to existing licence agreements and contracts of the Group’s management operations are amortised over the directors’ estimate of the useful economic life of the contracts and agreements between 6 and 45 years.
Intangible fixed assets relating to computer software are amortised over their expected useful economic life of 3 years.
Goodwill is amortised over the directors' estimate of the useful life of the intangible of 45 years. Impairment reviews on the carrying value of the intangible assets are undertaken:
∙at the end of the first full year following acquisition; and
∙in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.
Amortisation and impairment charged in the year is shown within administrative expenses in profit or loss.
The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the basis below.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
With the exception of fixed asset investments, the Group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable and loans from related parties.
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 cashflows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, 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 an instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
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 profit or loss.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
11.Taxation (continued)
The Group has losses available for use against profits in future years of approximately £38,119,583 (2022 - £26,860,000). Deferred taxation of £7,540,102 (2022 - £6,715,000) in relation to the losses has not been recognised. In accordance with the Group's accounting policy this amount has not been recognised in the consolidated financial statements due to uncertainty surrounding the timing of future taxable profits of the Group available for offset. The remaining deferred tax asset of £nil (2022 - £1,329,513) been recognised as the directors consider it recoverable against future profits.
The net reversal of deferred tax assets and liabilities expected in the next financial year is £Nil (2022 - £Nil).
The net reversal of deferred tax assets and liabilities expected in the next financial year is £Nil (2022 - £Nil).
Page 30
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Page 31
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Page 32
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Page 33
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Page 34
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Indirect subsidiary undertakings (continued)
Page 35
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 36
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
17.Debtors (continued)
Page 37
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
At 31 December 2023, the loan of £30,759,824 (2022 - £20,771,894) was repayable in full on 30 June 2025. The loan bears interest at 10% per annum. The loan is secured by a fixed and floating charge over the assets of the Group and the assets of the Company’s immediate and ultimate Parent Company.
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Page 38
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
22.Deferred taxation (continued)
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Page 39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Capital contribution reserve
During the year ended 31 December 2022, intercompany balances of £3,060,949 were waived off and were no longer required to be repaid at the year end.
During the year, SSL Partners V LP, a sister company with the same ultimate parent as the Company, advanced £2,211,669 interest free loan to the Company. Similarly, Signature Senior Lifestyle GP V LLP, another sister company with the same ultimate parent as the Company was advanced £10,610 by the Company. Due to the ultimate parent's plans to liquidate SSL Partner V LP and dissolution of Signature Senior Lifestyle GP V LLP, these balances were waived off and are no longer required to be repaid at the year end. As the financial asset and liability has been waived off by the Company and the sister company, a net amount of £2,201,059 has been recognised within the statement of changes in equity as a capital contribution from ultimate parent company at the year end.
Profit and loss account
During the financial year ended 2022, an intercompany balance of £3,060,949 that was waived was incorrectly recognised as a gain in the profit and loss account. In accordance with FRS 102, this should have been treated as a capital contribution and recorded directly in reserves. Retained earnings has been decreased by £3,060,949.
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 cost charge represents contributions payable by the Group to the fund and amounted to £2,642,425 (2022 - £3,281,242). Contributions totalling £176,350 (2022 - £596,718) were payable to the fund at the reporting date and are included in creditors.
Page 40
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 41
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
29.Related party transactions (continued)
Page 42
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
29.Related party transactions (continued)
Page 43
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
29.Related party transactions (continued)
Following the year end, on the 2 July 2024, The Public Sector Pension Investment Board of Canada has sold the ‘Signature Group’.
The Company’s ultimate Parent Company is Revera Inc., a Company incorporated in Canada, this is the smallest and largest group into which these financial statements are consolidated. The registered office address of Revera Inc. is 5015 Spectrum Way, Suite 600 Mississauga, Ontario. Consolidated accounts are not publicly available. The directors consider the ultimate controlling party to be The Public Sector Pension Investment Board, a Canadian Crown entity registered in Canada.
Page 44