Caretech Holdings PLC (CTH) 2013年年度報告「AIM」.pdf

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1、every dayExtraordinarydaysAnnual Report and Accounts 2013Every day we maintain exceptional standards and retain our focus on high-quality individual service needs,making sure people experience extraordinary days,every day.Contents01 Highlights02 Group at a glance04 Chairmans Statement05 Strategic re

2、port08 Chief Executives Statement and Performance Review18 Financial Review22 Board of Directors24 Directors Report26 Remuneration Report 28 Corporate Governance Report31 Statement of Directors Responsibilities32 Independent Auditors Report33 Consolidated Statement of Comprehensive Income34 Consolid

3、ated Balance Sheet35 Consolidated Statement of Changes in Equity36 Consolidated Cash Flow Statement37 Notes62 Company Statement of Changes in Equity63 Company Balance Sheet64 Company Cash Flow Statement 65 Company Notes71 Directors and AdvisersOur purposeLong established and innovative,the CareTech

4、family of companies offers a comprehensive and complete social care service.We deliver support to children and adults through a range of service options and provide solutions that are both individual and tailor made to each of our service users.Within the field of adult social care we provide for pe

5、ople with learning disabilities,individuals who have or are recovering from mental illness,people with autistic spectrum disorder and people who have one or more physical impairments.Our children services cover residential care and a wide choice of fostering options.We will carefully and professiona

6、lly support any child irrespective of their reasons for being in public care.We also offer specialist provision for children and young people who present with sexually offending behaviours or who have emotional and behavioural disorders.Our comprehensive service includes education in Ofsted register

7、ed schools of very high quality.We provide transition services for young people leaving children services as they enter adult care.For many years we have had staff undertaking apprenticeships and we are looking to offer care apprenticeships and pre-employment training.Image:Discovering opportunities

8、 at the Martello resource centre.114.3mRevenue increased by 0.2%(2012:114.1m)26.4mUnderlying EBITDA(i)increased by 6.0%(2012:24.9m)17.5mUnderlying profit before tax(ii)increased by 4.8%(2012:16.7m)27.43pUnderlying diluted earnings per share(ii)increased by 3.6%(2012:26.47p)23.9mCash inflows from ope

9、rating activities before non-underlying items (2012:22.3m)with net debt of 168.5m(2012:131.2m)275mProperty portfolio independently valued2,116 placesOverall capacity reduced by 50 due to changes in definitions of capacity (2012:2,166)4.68pFinal dividend per share increased by 9.1%(2012:4.29p)39.9mEB

10、ITDA(iii)increased by 87.3%(2012:21.3m)32.9mOperating profit increased by 138.4%(2012:13.8m)47.54pDiluted earnings per share increased by 285.9%(2012:12.32p)21.6mCash inflows from operating activities after non-underlying items (2012:19.2m)(i)Underlying EBITDA is operating profit stated before depre

11、ciation,share-based payments charge and non-underlying items.(ii)Underlying profit before tax and underlying diluted earnings per share are stated before non-underlying items.(iii)EBITDA is operating profit stated before depreciation,share-based payments charge and amortisation of intangible assets.

12、CareTech Holdings PLC 01Annual Report and Accounts 2013HighlightsStatutory financial highlightsMental Health works in partnerships with the NHS to ensure a successful transition out of acute care,delivering pathways to ordinary life.We also have an outstanding track record for diverting people away

13、from acute care and supporting them in their own homes.Adult Learning Disabilities provides individually tailor made solutions for people living in their own homes,residential care or independent supported living schemes.We can work with clients to deliver self-funded support packages.For some peopl

14、e,residential care will continue as the preferred option but we increasingly offer several types of supported living and packages of individualised,self-directed support to people in their own homes.Adult Learning DisabilitiesMental Health73.9mRevenue 20136.5mRevenue 201318.5mEBITDA2.2mEBITDAAnnual

15、Report and Accounts 2013CareTech Holdings PLC 02Group at a glanceA small number of children and young people need to live for a while in specialised residential services.As far as practicable,we aim to help these children move into a more normalised family style environment whenever we can.Young Peo

16、ple Residential Services19.6mRevenue 20136.2mEBITDAFoster CareFoster Care provides for both mainstream and specialist foster care in small supportive groups across the UK for children with disabilities.We also provide foster care family assessments in the home.14.3mRevenue 20134.3mEBITDACareTech Hol

17、dings PLC 03Annual Report and Accounts 2013We have national coverage in a market thats worth 9.0bn and growing2013 has been another important year in the development of CareTech which reflects the strength of the Groups underlying business and the success of its innovative new services developed in

18、partnership with care commissioners.From the platform of 2012 the Group has built on its divisional structure and has concentrated on further successful reconfigurations and developments focusing on organic growth.Towards the end of the year the Groups earnings enhancing acquisition of a business co

19、mbination consisting of two property portfolios underpins the momentum in the Groups trading performance.DividendThe Groups policy has been to increase the total dividend per year broadly in line with the movement in underlying earnings per share.That growth in 2013 was 3.5%so the Board has proposed

20、 a final dividend of 4.68p(2012:4.29p)per share bringing the total dividend for the year to 7.00p(2012:6.50p)per share.The final dividend will be paid,subject to shareholder approval,on 11 April 2014,with an ex-dividend date of 12 March 2014 and an associated record date of 14 March 2014.Our BoardOu

21、r Board was strengthened during the year when Jamie Cumming joined the Board as a Non-Executive Director of the Company with effect from 28 March 2013.Jamie has over 30 years experience in the City advising both institutional investors and corporate clients.He is currently a non-executive Director o

22、f 21st Century Technology plc.His expertise will be invaluable as the Group strengthens its relationships with existing and new investors.He sits on all three Board Committees and is the Chairman of the Remuneration Committee and a member of the Audit Committee and the Care Governance and Safeguardi

23、ng Committee.Our peopleThe Groups divisional structure is now well established and the enthusiasm for the arrangements continues with a Human Resource system with HR partners who are embedded within each of the divisions like our Finance and Quality professionals.I am extremely grateful to all of ou

24、r managers and front-line colleagues for their exceptional commitment during these austere times.They have continued to deliver top quality services despite the pressure being placed on us from social services to reduce costs.I thank all of them for ensuring that we maintain the right balance betwee

25、n care and commercial sense.Outlook and prospectsThe Group remains well positioned relative to many of its peers as we have lower leverage,significant freehold asset backing and financial stability arising from its strong banking arrangements.These are exciting times for CareTech and with a thoughtf

26、ul approach to growth,a skilled executive team and the support of front-line colleagues,I look forward with fresh enthusiasm to 2014.Farouq SheikhExecutive Chairman13 December 2013CareTech Holdings PLC 04Annual Report and Accounts 2013Chairmans StatementA year of progressFor more information on gove

27、rnance see page 28For more information on our strategy see page 5Farouq SheikhExecutive ChairmanThe Care market in which the Group operates is a UK market worth 9.0bn per annum across the four specialist operating divisions of Adult Learning Disabilities,Mental Health,Young People Residential Servic

28、es and Foster Care.The market is growing in value by 5.5%per annum.The Groups business model is to operate throughout mainland Britain in England,Wales and Scotland to provide care to people of any age who are local authority or NHS funded where we are capable of offering an appropriate care service

29、.The key resources that we require to provide care are:People to provide care We need staff and carers who have appropriate skills and qualities to look after children or adults in need of care.People with skills to manage,train and support our people who provide care We need skilled staff to provid

30、e the management and training to our people who provide care.Buildings,homes and land We need the land and buildings to provide accommodation for residential services or supported living.Financial resources We need financial stability to be able to employ the right staff and to provide the right lan

31、d and buildings.9.0bnTotal market size5.5%Market growth rateMental HealthResidential careIndependent supported livingCommunity outreachAdult Learning DisabilitiesResidential care Independent supported living Community support servicesYoung People Residential ServicesResidential care of children and

32、young peopleFoster Care FosteringSetting the standard in quality of serviceCareTech Holdings PLC 05Annual Report and Accounts 2013Strategic reportCreating sustainable value in our marketsOur marketOur business modelOur resourcesWe shall continue to improve the quality and scope of our services,incre

33、ase market share and grow shareholder value.Our understanding of the social care market and our relationships with local authority commissioners is vital to this objective and we are confident in the strength of our position.However,we can always do more and the coming year will see a further signif

34、icant expansion of our endeavours.This is driven by the complex financial position that local authorities are in and their need to have trusted business partners who can help them deliver statutory duties efficiently and with care.Strategic objectivesOur KPIs help us measure the Groups performance a

35、gainst its objectives which are:Social care expertise Nationwide locations High occupancy Continued growth High quality Excellent reputation Shareholder value2,116 placesCapacity (2012:2,166 places)92%Mature estate occupancy (2012:92%)14.1mUnderlying profit after tax (2012:13.3m)27.43pUnderlying dil

36、uted earnings per share (2012:26.47p)84%Blended occupancy (2012:86%)26.4mUnderlying EBITDA (2012:24.9m)168.5mNet debt (2012:131.2m)Annual Report and Accounts 2013CareTech Holdings PLC 06Our strategy and Key Performance IndicatorsA strategy to drive future growthKey Performance IndicatorsOur strategy

37、All providers of health and social care are conscious of the need for management vigilance and the requirement to have a thorough commitment to delivering safe care of a high quality.CareTechs approach to quality and safe service delivery is characterised by a mix of inspection and a commitment to b

38、uilding quality into everything we do.The market for the provision of social care services continues to be dynamic,presenting both risks and opportunities.Overall numbers of people needing support will increase,but a smaller proportion of them will be routed into residential services.Those who do ne

39、ed a residential care solution will have more complex needs and are likely to require a wider range of services,including clinical and therapeutic support.Our operational management teams are already focusing on the delivery of high quality care and as we move forward this will become increasingly s

40、pecialised with the benefit of professional qualified care co-ordinators who will prepare and direct personalised care plans within the services.Most service users will be supported in their own homes through domiciliary care or in more formal supported living arrangements.This is a major growth are

41、a for care providers and CareTech already has a solid reputation for its good quality and varied solutions.However,we are building this to a higher level and refining our organisational structure to build more rapidly on our successes to date.Service offer and user needs We have to create and staff

42、a service offer which matches the needs of the service user and can be communicated to commissioners.Quality and safety We have to provide and deliver safe care of a high quality.Service value The service offer has to be provided to meet the needs of the commissioners at a fair price.Reputation The

43、Group has to have a reputation for delivering a service that is good value and takes account of all risks.Growth funding The funding to enable the Group to keep growing has to be put in place.Manage debt The debt which is incurred in employing the people and acquiring the premises has to be carefull

44、y managed.By order of the BoardFarouq SheikhChairman13 December 2013Annual Report and Accounts 2013CareTech Holdings PLC 07Principal risks and our strategic responseManaging and mitigating riskOur risksResultsRevenue of 114.3m(2012:114.1m)for the year to 30 September 2013 represented growth of 0.2%a

45、nd generated underlying EBITDA growth of 6.0%to 26.4m (2012:24.9m).Underlying operating profit increased by 6.9%to 23.2m(2012:21.7m)and operating profit increased by 138.4%to 32.9m(2012:13.8m).Underlying profit before tax for the period was 4.8%higher at 17.5m(2012:16.7m)and profit before tax was 28

46、.1m(2012:6.4m).Underlying diluted earnings per share increased by 3.6%to 27.43p(2012:26.47p)per share and underlying profit after tax has risen by 6.0%to 14.1m(2012:13.3m).Unadjusted diluted earnings per share increased by 286%to 47.54p(2012:12.32p)and profit after tax increased by 18.2m to 24.4m(20

47、12:6.2m).Cash inflows from operating activities before tax and non-underlying items paid were 23.9m(2012:22.3m)an increase of 7.1%.Net debt at the year end of 168.5m is after taking into account the acquisition of two property portfolio businesses of 37.9m.Without the acquisition net debt would have

48、 reduced by 0.5m for the year.Consolidation and creating new opportunitiesThe year has seen continued progress as the Group concentrates on the introduction of innovative new services developed in partnership with local authority commissioners from within our existing portfolio of properties or thro

49、ugh new properties either purchased or obtained for service users.There have been a small number of property disposals during the year where the service was not meeting commissioner aspirations and a reconfiguration was not possible or economic.The Group has purchased a site in Dudley which is being

50、 developed to have three services on the same site.This comprises the conversion of an existing building into a four bedroom Learning Disability service with two/three Supported Living Transition flats above.In addition,we have secured planning permission for a six bedroom childrens wheelchair acces

51、sible bungalow.The Group purchased a business combination which involved the acquisition of two property portfolio businesses,comprising in total 29 properties,for an aggregate consideration of 38m including costs.The properties were previously leased by the Group and will be used to continue provid

52、ing care and support to service users.It is expected that the transaction will be immediately earnings enhancing and will save the Group substantial cost in rental charges over the lifetime of the historic leases.The rent saving in 2014 will be up to 4.4m,compared with interest payments associated w

53、ith the acquisition of the properties of 1.6m.The rent saving is expected to increase in future years as the previous rental terms were subject to increases based on inflation.The extent to which rent savings will be reflected in the Groups profitability is dependent on the degree of reconfiguration

54、 work that the Group elects to carry out at the properties.The reconfiguration of services is a central part of the Boards strategy in enhancing average fee rates and in maintaining the Groups reputation as a provider of highest quality of care and this acquisition provides an opportunity which was

55、not available as leaseholders.I was heartened by the willingness of the current syndicate of banks to provide the additional debt which further underlines the Groups strong asset backing and attractiveness to lenders.The net debt position of the Company following this transaction has risen but we ar

56、e entirely comfortable with the revised level of net debt and anticipate that the cash generative nature of the transaction will enhance all debt service metrics and assist the Group to repay debt going forward.CareTech Holdings PLC 08Annual Report and Accounts 2013Chief Executives Statement and Per

57、formance ReviewA strong foundation for growthFor information on our corporate social responsibility see page 12Haroon SheikhChief Executive Officer Care Pathway range and servicesThe Groups focus remains the provision of specialist social care.This is underpinned by a well-defined range of provision

58、s which meet all of the commissioners requirements.These services are now even more extensive and focused on providing high quality care and positive outcomes for all of our service users within the personalisation agenda.We describe the range of services that are offered by the Group to meet market

59、 demand as our“Care Pathway”.We have four care pathways,which also constitute our business segments for reporting purposes.1.Adult Learning DisabilitiesThis includes adult residential care homes,independent supported living and community support services.Revenue for 2013 was 73.9m(2012:75.8m)and EBI

60、TDA for 2013 was 18.5m(2012:18.1m)with capacity closing at 1,423(2012:1,469).The principal reason for the increase in EBITDA of 0.5m was the reconfiguration of homes and their reopening late in the year.2.Mental HealthThe adult services for this care pathway include a community based hospital,adult

61、residential care homes,independent supported living and community outreach.Revenue for 2013 was 6.5m(2012:6.0m)and EBITDA for 2013 was 2.2m(2012:2.0m)with capacity ending 2013 at 161(2012:141).These services also had a reconfiguration of homes and a reopening early in the year.3.Young People Residen

62、tial ServicesThis segment contains childrens residential care homes,which includes facilities for children with learning difficulties and emotional behavioural disorders(“EBD”).Revenue for 2013 was 19.6m(2012:17.0m)and EBITDA for 2013 was 6.2m(2012:5.3m)with capacity ending 2013 at 149(2012:133).The

63、 segment benefited from new services and will benefit from the Dudley site when this opens in 2014.4.Foster CareChild fostering covers both mainstream foster care services and specialist provision such as care for children with disabilities and foster care family assessments in the home.Revenue in 2

64、013 was 14.3m(2012:15.3m)and EBITDA for 2013 was 4.3m(2012:4.2m)with capacity ending 2013 at 383(2012:423).EBITDA improved by 0.2m partly due to the annualised effect of organic growth and the investment in new carers.1.Magnolia Lodge one of the properties acquired in the year2.Music lessons1.2.Care

65、Tech Holdings PLC 09Annual Report and Accounts 2013The Group had unallocated overheads in 2012 of 4.7m and of 4.8m in 2013 which brings the Groups underlying EBITDA in 2012 to 24.9m and 2013 to 26.4m.In last years report I outlined the National Centre for Learning and Development which provides lead

66、ership.Its principal learning tools are e-learning and face-to-face training,and also assists our staff undertaking Health and Social Care Apprenticeships.After the year end we acquired a Training Provider which currently has 5,700 people enrolled on training programmes covered by contracts with the

67、 Skills Funding Agency and direct contracts with a diverse range of employers in the private sector.This acquisition provides the opportunity to draw the professionalism of the Training Providers staff into a new and forward looking partnership with our own team to offer social care apprenticeships,

68、training to social care employers and pre-employment training to our service users.Overview of progressOur focus during the past year has continued to be on building on the acquisitions which established the care pathways whilst introducing innovative new solutions to address the challenges faced by

69、 care commissioners.Capacity has reduced to 2,116 places principally because we have taken the opportunity to refine the measurement of capacity levels.Occupancy levels within our mature services remain at a creditable 92%,or 84%when taking into account our services under development and transition.

70、This is in line with the previous year.Adult Learning DisabilitiesWithin learning disability we have seen some interesting new opportunities emerge through service reviews and reconfigurations.I am particularly pleased with our new Transition Service at Morven House which is designed specifically to

71、 equip young people with complex needs with the skills and enthusiasm to live as independently as they can.The service has generated a real following among local authorities.We have continued to grow our independent supported living options for people with learning disabilities and have made signifi

72、cant quality and environmental improvements within our residential care services to reconfigure them for future demand.During the year the Group had 18 tender stage wins.These frequently open the door for a pipeline of referrals within a longer-term relationship.This allows local authorities to mana

73、ge their local social care market whilst providing larger operators such as CareTech even greater revenue visibility and support a more targeted approach to business development.Mental HealthAcquisitions in previous years have now been consolidated and where necessary facilities have been updated an

74、d improved to meet CareTechs standards.Our acquisition programme has always included an expectation of“springboard”growth once under CareTech ownership.These include in mental health;the development of our Park Lane Step Down service for patients of the Uplands Mental Health hospital and the creatio

75、n of the Sunnyside Supported living service.We have also introduced a very progressive care planning tool in mental health,the Recovery Star Model,which has been well received.1.Nintendo fitness!2.Socialising at the Martello resource centre1.2.CareTech Holdings PLC 10Annual Report and Accounts 2013C

76、hief Executives Statement and Performance ReviewcontinuedYoung People Residential ServicesThe acquisition of ACAD in Scotland in 2012 established relationships with authorities across Scotland and helps us consolidate our presence there.Since its acquisition last year ACADs capacity has increased fu

77、rther and a new service is about to open in Fife.The Poppy Lodge service opened in the Midlands late last year is being replicated as part of the development of childrens services in Dudley.Other childrens services successfully opened this year include a new educational facility at our Greenfields s

78、ite,a new intake and assessment service in Wales,a new home for children with sexually offending behavioural disorders in Wales and the creation of a specialised transition service in the Midlands.We have also invested in an ambitious environmental upgrade programme to reconfigure services that has

79、positioned us as a preferred provider in a number of new areas.1,2.Creative days for service users1.2.Foster CareFostering is driven by preferred provider status in local authority childrens services and the availability of foster carers to meet demand.With this in mind we have continued to focus on

80、 the recruitment of carers and winning tenders.Our most significant success has been to build on winning the All Wales Tender that has positioned us for strong growth across Wales.Our Wales services include TLC,which is one of the UKs few specialist fostering agencies providing specifically for disa

81、bled children,in addition to our more conventional fostering services.Park Foster Care,one of our family of companies,has gained accreditation by Kings College and the Centre for Excellence and Outcomes in Children and Young Peoples Services.This follows the introduction of the Park Parenting Approa

82、ch for training foster carers and is recognised for creating placement stability and carer retention.The Group is also looking to open in Scotland and has currently applied for registration there.CareTech Holdings PLC 11Annual Report and Accounts 2013Corporate Social Responsibility During the year w

83、e have continued to strive for long-lasting improvements in our services in a way that is consistent with the interests and concerns of our stakeholder community.As always,the driving force underpinning CareTechs whole operation continues to be the provision of the highest quality of care to our ser

84、vice users.We care about our service usersThey are the reason for our existence and satisfying their needs remains our key objective.As our organisation grows,we strive to maintain a culture which never forgets the important relationship we have with our service users.We seek to nurture these relati

85、onships and see them as partnerships of mutual interest and respect,with our person-centred approach ensuring service user interests are safeguarded and vulnerabilities minimised.The further expansion of our Care Pathway strategy seeks to provide our service users with“whole of life”solutions to the

86、ir needs,maximising independence where possible by encouraging education,promoting choice,being proactive with family relations,providing employment where feasible and nurturing personal ambition where helpful.We are determined to preserve the dignity of those we care for and fully support Governmen

87、t initiatives to this end.We see making each day as fulfilled as possible for our service users as a vital ingredient to their,and our,success.We care about the environmentWe continually strive to maximise environmental standards in all areas of our organisation.Energy costs are now closely scrutini

88、sed centrally and with the installation of smart meters being rolled out across our services we are seeking to encourage more efficient consumption of energy,without compromising service user care.Clinical waste management has an environmental impact and we are constantly focused on ways to make thi

89、s more effective whilst still adhering to statutory requirements.We continue to aim for minimal waste production and waste-free processes.Encouraging the involvement of our workforce in seeking new ways to“be green”is important and we are striving to reduce our carbon footprint in all commercial are

90、as including promoting recycling initiatives,developing a carbon offset scheme for paper usage,using public transport where feasible and striving for energy efficiency.We care about our staffWe remain committed to ensuring employees share in the success of the Group and fully appreciate that Group p

91、erformance is affected by the relationship we have with them.Sustaining the retention and development of employees is also critical to our continued success and we remain of the belief that fostering a positive workplace culture is the best way for our employees to thrive.Supporting them with regula

92、r supervision,training and clear career development programmes promotes staff continuity and leads to improved standards of care quality.Out of a total of 3,284 staff 70%are female and equal opportunity for all remains at the heart of our recruitment policies and the diversity of our workforce bears

93、 this out.We value our staff at all levels and work closely with them through our robust human resources department to foster consultation in all matters,ensure fair pay for all,maximise conditions of service and facilitate flexible working where feasible.We have a team of in-house training staff de

94、livering courses on all relevant subjects,enabling our workforce to gain the skills,knowledge and confidence to provide care and support to our service users on a daily basis.Our sharesave share option scheme continues to offer new invitations regularly and is available to all our employees.This par

95、ticipation,along with regular senior management share option awards,contributes to the fulfilment of our desire to reward staff loyalty,diligence and effort.We care about quality and safetyAs a Group,our aim is to provide an injury-free working environment for service users,staff and visitors.We val

96、ue the well-being of all stakeholders and strive to develop policies to this end.Maintaining workplace infrastructures is a core objective and sustained investment in Information Technology,furniture,facilities and equipment enable working environments,be they operational or administrative,to be saf

97、e and productive.Regulation is vigorously applied with routine and regular inspections being made by the Care Quality Commission(“CQC”)and Ofsted.1.Roborough House another property purchased this year 2.Uplands Mental Health hospital resource centre1.2.CareTech Holdings PLC 12Annual Report and Accou

98、nts 2013Chief Executives Statement and Performance ReviewcontinuedWe continue to resource our own highly experienced internal quality team which undertakes a programme of regular inspection and assessment and gives constructive feedback backed by training and supervision if the requirement is there.

99、We engage the services of outsourced expert advisers ensuring best practice and procedures are maintained.We care about our communitiesDoing business the right way is of fundamental importance to us.A successful business needs to operate in healthy,thriving communities and needs to be seen as a good

100、 neighbour to those communities.We have direct involvement in a variety of community-based programmes further improving our service reputation and helping to foster a strengthened relationship with local authorities.Being a socially responsible organisation with a focus on developing our ethical sta

101、ndards,aligned with our economic objectives remains a core aim and we strive to identify the real value of our organisation,beyond its bottom line.Considering non-financial values such as reputation,employee commitment and service user fulfilment helps us see longer-term opportunities and risks,ulti

102、mately saving money and time.Behaving responsibly and maximising the benefits of a strong relationship with our stakeholders is an integral part of a continuing process of building long-term value.OutlookThe changes taking place across Care continue to create opportunities for the Group because we h

103、ave the resources to identify and deliver a quality solution to commissioners.The Group is able to work with local authority commissioners effectively as we can draw upon our resources throughout Britain to offer the commissioner in one authority a solution from another authority,and we can demonstr

104、ate the length of our experience in Care coupled with the financial strength of our Group.Across the market there is likely to be further consolidation and refinement of services,as at the heart of health and social care commissioning there will continue to be change.We will continue our strategy of

105、 organic growth and reconfigurations as we look forward to the opportunities ahead.Haroon SheikhChief Executive Officer13 December 20131,2.Learning and fun1.2.CareTech Holdings PLC 13Annual Report and Accounts 2013Every day our four care pathways are giving service users the opportunity to grow thei

106、r confidenceCareTech Holdings PLC 14Annual Report and Accounts 2013CareTech Holdings PLC 15Annual Report and Accounts 2013Every day our staff are focusing on the quality of the care we provideCareTech Holdings PLC 16Annual Report and Accounts 2013Image:Service users and carers enjoying a parachute g

107、ameCareTech Holdings PLC 17Annual Report and Accounts 2013OverviewThe Group has built upon its strong foundations and remains in a strong position to continue as a leading provider of high quality specialist social care services in a fragmented,large and growing UK market.The Group has continued to

108、be progressive and has made encouraging progress during the year.The underlying operating profit remains strong at 23.2m compared to 21.7m last year.Up to 2012 the Group had been making strategic acquisitions to gain market share and extend the care pathway range of services.Since 2012 the focus has

109、 been on organic developments and cost efficiencies including the transaction on 28 August 2013 to acquire two property portfolio businesses leading to an annual rent saving of 4.4m.Income StatementThe Consolidated Income Statement before non-underlying items for the year is summarised in table 1 be

110、low.RevenueRevenue of 114.3m(2012:114.1m)was 0.2%higher than in 2012.In the established Adult Learning Disabilities segment we continued to experience high levels of occupancy and reported 92%occupancy at 30 September 2013.When this is blended with the facilities that are being reconfigured and so a

111、re under development,the overall occupancy level during the second half of the year and at 30 September 2013 was 84%of capacity(September 2012:85%).As in recent years the demand for residential services continues to be encouraging for high acuity users.As set out in the Chief Executives statement an

112、d note 3 to the Accounts,we are again reporting segmental information for the financial year and last year,which includes information on client capacity and turnover for each segment.The continued development of our care pathways and a growing range of service options has led to the proportion of Ad

113、ult Learning Disabilities revenue moving from 66.4%in 2012 to 64.7%in 2013 and EBITDA before Group costs from 61.8%in 2012 to 59.3%in 2013.The Children and Young People services total revenue has risen by 15.3%,with Mental Health rising by 8.3%and Foster Care falling by 6.5%.The proportion of the EB

114、ITDA before Group costs has risen from 32.1%in 2012 to 40.7%in 2013 due in part to their higher margins.Table 1 Consolidated Income StatementThe Consolidated Income Statement,before non-underlying items,for the year is summarised below:2013m2012mGrowthRevenue114.3 114.10.2%Gross profit45.645.3Admini

115、strative expenses(19.2)(20.4)Underlying EBITDA26.424.96.0%Underlying EBITDA margin23.1%21.8%Depreciation(3.1)(3.1)Share-based payments charge(0.1)(0.1)Underlying operating profit23.221.76.9%Net financial expenses(5.7)(5.0)Underlying profit before tax17.516.7Taxation(3.4)(3.4)Effective tax rate20.0%2

116、0.0%Underlying profit for the year14.113.3Weighted average number of diluted shares(millions)51.350.4Underlying diluted earnings per share27.43p26.47pFull year dividend per share7.00p6.50pCareTech Holdings PLC 18Annual Report and Accounts 2013FinancialReviewFor information on our operational perform

117、ance see page 8For information on our key performance indicators see page 6The Group has repeated the good progress of recent years in 2013Michael HillGroup Finance Director Underlying EBITDA and EBITDAUnderlying EBITDA has grown by 6.0%from 24.9m in 2012 to 26.4m in 2013.Underlying EBITDA margin ha

118、s increased from 21.8%to 23.1%mainly due to the segment mix as the three smaller segments all grew and with a higher rate of margin.The Adult Learning Disabilities,Mental Health and Young People Residential Services segments have higher margins but normally require considerable capital expenditure t

119、o increase capacity,whilst Foster Care operates at a lower margin in part because it does not require capital expenditure to increase capacity.Administrative expenses,before depreciation and share-based payments charges were 19.2m(2012:20.4m)and decreased by 1.2m during the year.In 2012 they represe

120、nted 17.9%of Group revenue and in 2013 this improved to 16.8%of Group revenue.There has been a considerable effort in the year to reduce administrative expenses with the two key elements being property rental costs and aggregate payroll cost.Property rental costs were 6.3m and following the acquisit

121、ion of a business combination of two property portfolios previously leased by the Group in late 2013,there will be a rent saving in 2014.The number of employees in management and administration has reduced by 54 which has reduced aggregate payroll costs in the year.EBITDA grew by 87.3%from 21.3m in

122、2012 to 39.9m in 2013 as a result of an improvement in underlying EBITDA and principally the gain recognised in respect of business combination covered in note 22.Underlying operating profit and underlying profit before taxThe depreciation charge is again 3.1m (2012:3.1m)and reflects the investment

123、in land and buildings,motor vehicles and fixtures,fittings and equipment.After this charge and the share-based payments,underlying operating profit grew by 6.9%to 23.2m(2012:21.7m).Operating profit increased by 138.4%to 32.9m(2012:13.8m)as a result of the improvement in underlying operating profit a

124、nd principally the matters associated with the business combination covered in note 22.Net financial expenses of 5.7m(2012:5.0m)increased over the previous year due to the continued use of the secured bank loans which had slowed towards the year end when the acquisition of the property portfolio bus

125、inesses occurred,and there were additional finance leases taken out on new vehicles during the year.Underlying profit before tax was 17.5m(2012:16.7m)which is an increase of 4.8%.Table 2 Revenue2013Revenuem2013UnderlyingEBITDAm2012Revenuem2012UnderlyingEBITDAmAdult Learning Difficulties73.918.575.81

126、8.1Mental Health6.52.26.02.0Young People Residential Services19.66.217.05.3Foster Care 14.34.315.34.2114.331.2114.129.6Less unallocated Group costs(4.8)(4.7)114.326.4114.124.9CareTech Holdings PLC 19Annual Report and Accounts 2013Profit before tax was 28.1m(2012:6.4m)with the increase being due to t

127、he improvement in underlying profit before tax and principally the gain recognised in respect of business combination covered in note 22.Taxation and diluted earnings per shareThe effective underlying tax rate remains at 20.0%(2012:20.0%)and reflects managements expectations of future capital invest

128、ment through organic developments and reconfigurations relative to available capital allowances and also reflects the impact of the reduction in the main rate of Corporation Tax in the year.The weighted number of shares in issue rose by 1.8%whilst the underlying diluted earnings per share rose to 27

129、.43p in 2013 from 26.47p in 2012.Basic and diluted earnings per share increased by 286%to 47.54p(2012:12.32p).DividendsOur policy has been to increase the total dividend per year broadly in line with the movement in underlying diluted earnings per share.The final dividend will therefore increase to

130、4.68p per share(2012:4.29p),bringing the total dividend for the year to 7.00p(2012:6.50p),a growth of 7.7%.Dividend cover for 2013,based upon diluted earnings per share before non-underlying items is 3.92 times(2012:4.07 times).Non-underlying itemsAs more fully explained on the face of the Consolida

131、ted Statement of Comprehensive Income and in note 4 to the Accounts,the Directors have separately disclosed a number of non-underlying items on the face of the income statement in order to improve understanding of the trading performance achieved by the Group.Total non-underlying items are a credit

132、of 10.3m(2012:debit of 7.1m)and the principal items are the gain recognised in respect of business combination less amortisation of intangible assets and integration and reorganisation costs.Cash flow and net debtThe cash flow statement and movement in net debt for the year is summarised below:2013m

133、2012mUnderlying EBITDA 26.424.9Increase in working capital(2.5)(2.6)Cash inflows from operating activities23.922.3Tax paid(1.9)(1.8)Interest paid(5.5)(5.4)Dividends paid(3.3)(3.1)Acquisitions and capital expenditure(44.0)(10.7)Cash flow before adjustments(30.8)1.3Non-underlying cash flows including

134、derivative financial instruments(6.5)(5.2)Movement in net debt(37.3)(3.9)Opening net debt(131.2)(127.3)Closing net debt(168.5)(131.2)Net debt at 30 September 2013 of 168.5m(2012:131.2m)has increased by 37.3m during the financial year,with an investment of 44.0m in acquisitions and capital improvemen

135、ts during the year.Non-underlying items had a cash outflow effect of 2.2m(2012:3.0m)being payment of acquisition and integration costs;and settlements arising from derivative financial instruments contributed a cash outflow of 0.8m(2012:2.2m).Underlying cash inflows from operating activitiesThe 23.9

136、m(2012:22.3m)cash inflow from operating activities,before non-underlying items,represents a 90%(2012:90%)underlying EBITDA cash conversion ratio.Tax,interest and dividend cash flowsInterest paid of 5.5m(2012:5.4m)is reflective of the net financial expenses per the Consolidated Statement of Comprehen

137、sive Income,whilst dividends paid are consistent with the relevant section earlier in the review.Net tax payments of 1.9m(2012:1.8m)were made in the year.Acquisitions and capital expenditureDuring the year we invested total funds of 44.5m(2012:10.3m).Highlights during the year included the acquisiti

138、on of two property portfolio businesses.As part of these acquisitions 28 freehold assets were acquired from the Quercus Healthcare Property Partnership for a cash consideration of 29.5m and in addition,Roborough House in Plymouth was acquired from Roborough Properties for a total consideration of 6.

139、5m,to be satisfied with 5m in cash and by the issue of 794,335 new ordinary shares of 0.5p each(“Ordinary Shares”)in CareTech.The price of the shares issued was based on the average mid-market quotation during the five trading days prior to the announcement,equivalent to 184p per share.Further detai

140、ls of the acquisition are explained in the Chief Executives Statement and Performance Review,as well as in the notes to the financial statements.Capital Expenditure of 5.3m includes 2.5m to update our portfolio of assets.Banking and arrangementsThe Group is pleased to have continued its strong relat

141、ionships with Royal Bank of Scotland,Lloyds TSB,Alliance&Leicester and Allied Irish following the refinancing in July 2012.That facility was for a total of 149.4m comprising a term loan,a revolving credit facility and an overdraft facility.The term was 4 years,expiring in January 2017 and the group

142、had taken five new hedging instruments to reduce its interest rate risk.CareTech Holdings PLC 20Annual Report and Accounts 2013FinancialReviewcontinuedThe cash consideration for the acquisition of a business combination consisting of two property portfolio businesses was met by existing and new debt

143、 facilities provided by the Groups syndicate of four lenders.The new banking facilities have been provided on the same competitive terms as the banking facility announced in 2012,with debt service cost after hedging at less than 4.5%.The facility has certain covenants attached to it which are mostly

144、 EBITDA related and were set with sufficient facility headroom.As part of the refinancing,the Groups new freehold property portfolio was valued independently at 50m.The remainder of the Groups freehold properties were valued at 225m in July 2012 giving a total of 275m(as shown in note 11).At 30 Sept

145、ember 2013 the Group has available bank facilities totalling 178m which are sufficient,with cash flow from operating activities,to fund present commitments.Post balance sheet eventOn 4 November 2013 the Company announced the acquisition of the majority of the business and assets of Elmfield Training

146、 Limited,a provider of apprenticeship and vocational training funded either directly by the Skills Funding Agency or indirectly through clients own Skills Funding Agency contracts.The acquisition was completed for a total cash consideration of 1.5m.The acquisition and the ongoing working capital cos

147、ts of the business will be funded from the Groups current bank facilities.The acquisition will enable the Group to provide apprenticeship and pre-employment training.The acquired business has been rebranded EQL Solutions Limited.Going concernThis Financial Review has covered the cash flows,liquidity

148、 position and borrowing facilities of the Group and in the Financial statements there is additional information on the Groups objectives,policies and processes for managing its capital,its financial risk management objectives,details of its financial instruments and hedging activities and its exposu

149、res to credit risk,interest rate risk and liquidity risk.The Group meets its day-to-day working capital requirements through a mixture of bank facilities which are sufficient,with cash flow from profits,to fund present commitments.OutlookThe Group is now in an even stronger position to continue as a

150、 pioneering provider of specialist social care services in a fragmented,large and growing UK market.Michael HillGroup Finance Director13 December 2013CareTech Holdings PLC 21Annual Report and Accounts 20131231.Farouq Sheikh Executive Chairman(aged 55)Farouq Sheikh has been a key architect in CareTec

151、hs growth,having been co-founder of the Group and involved in the vision and strategy from the outset in 1993.With a background in law and a good understanding of finance and commerce,Farouq has been instrumental in securing debt and equity funding for the Company as well as leading the management t

152、eam in winning a number of long-term contracts from local and health authorities.Farouq Sheikh is a leading business entrepreneur,philanthropist and investor within the UK.Farouq has initiated and overseen the successful equity investments and the subsequent exits for 3i Group PLC (in 1996 and 2002)

153、and Barclays Private Equity(in 2002 and 2005).His intimate knowledge of the marketplace,and his commercial and negotiating expertise assisted in the Groups growth.Under his stewardship,CareTechs earnings per share grew significantly from 4.1p in 2005 to 27.43p in the current financial year.Farouq ha

154、s been presented with a number of Entrepreneur of the Year awards by prestigious organisations including Laing and Buisson,Coutts Bank and Ernst&Young.He also presents widely at healthcare conferences,raising awareness of the learning disability sector.As Patron and Enterprise Fellow of the prestigi

155、ous Princes Trust and as a member of the Mosaic National Advisory Board,Farouq supports young people by passing on his experience and expertise to inspire the next generation of entrepreneurs.2.Haroon Sheikh Chief Executive Officer(aged 57)Haroon Sheikh,a London University graduate,is one of the UKs

156、 leading entrepreneurs,philanthropists and community figureheads and one of the founders of CareTech.Haroon brings commercial acumen,related industry experience and property knowledge which has been essential in the growth of the business.As Chief Executive Officer,he is actively involved in the day

157、-to-day running of the business and over time has been instrumental in nurturing and supporting the senior management team,which comprises disciplines in care,commerce and property.He has a deep commitment and passion to delivering high-quality care and support to people with a learning disability.I

158、n 2008,Haroon and his brother Farouq were winners of the highly valued Coutts Family Business Prize and widely applauded for the quality and social integrity of the company they created.Haroon is Patron and Enterprise Fellow of the Princes Trust and is also Vice Chair of the UK Advisory Council of t

159、he British Asian Trust under the patronage of HRH Prince Charles.Haroons most recent social enterprise was establishing the Cosaraf Charitable Foundation to benefit communities and individuals in the UK and abroad.As trustee for International Development,Haroon established the Cosaraf Kenya Feeding

160、Project which supports the feeding of over 700 women and children daily as well as supporting the drilling of boreholes in various rural villages.3.Michael Hill Group Finance Director(aged 62)Michael qualified as a chartered accountant with Deloitte in 1975 and then did an MBA before joining Kimberl

161、ey Clark as a Financial Analyst managing marketing projects.Michael then had senior financial roles in retailing with the launch of Next,the Electricity privatisation and as Finance Director of quoted Mersey Docks.He was involved from 2001 with the Care Charity,Community Integrated Care as a Trustee

162、 and then Director of Finance and from 2006 as Finance Director of National Fostering Agency.Michael joined CareTech in 2010 to establish the Foster Care and Family Services division.He became Group Finance Director on 2August2011 and he is also Company Secretary.CareTech Holdings PLC 22Annual Repor

163、t and Accounts 2013Board of DirectorsA focused and committed team45674.Stewart WallaceStrategic Director(aged 64)Stewart has a long history in social care and health,qualifying in 1971 before practising as a social worker and therapist across several Social Services Departments.He has held top tier

164、roles in Social Services and in the NHS,moving from time to time between strategic and operational director roles.He has acted as a policy advisor to national bodies,including the Association of District Councils during his term as a Chief Local Government Officer.Stewart also has a sound track reco

165、rd in the Voluntary Sector,serving on various boards and as Chairman of a pioneering social care provider organisation with a national profile.After leaving the NHS,Stewart returned to social services as head of adult care for a while before joining Care UK plc as Development Director in their learn

166、ing disability division.He joined the CareTech team as Development Director in 2000 and worked closely with the founding Directors through the MBO and subsequent listing of the Company.Stewart has recently retired from his role as a Non-Executive Director in an NHS Trust but continues to be in deman

167、d as a commentator on social care and health policy.He remains registered with the General Social Care Council as a social work practitioner.5.Karl Monaghan Non-Executive Director(aged 51)After graduating from University College Dublin with a Bachelor of Commerce Degree,Karl trained as a chartered a

168、ccountant with KPMG in Dublin.He has worked in the corporate finance departments at a number of merchant banks and stockbrokers,latterly at Credit Lyonnais Securities for seven years and Robert W.Baird for two years until June 2002.Karl set up Ashling Capital LLP in December 2002 to provide consulta

169、ncy services to quoted and private companies.He sits on a number of AIM quoted and private company boards.6.Mike Adams OBE Non-Executive Director(aged 42)Mike has a significant track record in the social care and disability sectors.For five years he was Director of the National Disability Team,respo

170、nsible for policy and practice for disabled students in higher education.Mike was Director of Operations for the Disability Rights Commission for two years and has been Chief Executive Officer of the Essex Coalition of Disabled People,a leading user-led organisation,since October 2007.Mike spent 18

171、months as acting Chair of a large acute hospital trust in Essex and has previously undertaken the role of a visiting professor at Leeds Metropolitan University.7.Jamie CummingNon-Executive Director(aged 63)Jamie has a strong track record in City corporate and investor relations.Having started his ca

172、reer with Touche Ross,Jamie became an Investment analyst with Parsons&Co.(latterly Allied Provincial Securities)in 1978 and was an Extel rated analyst.Following this he joined Brewin Dolphin in 1996 and in 2011 he became Head of Brewin Dolphins Corporate Advisory&Broking Division and led the demerge

173、r of Brewin Dolphins investment banking activities through a merger with Madrid based asset manager and M&A house N+1,to create N+1Brewin.He became Chief Executive Officer of the new business in 2012,latterly overseeing the subsequent merger with Singer Capital Markets.Jamie is a Non-Executive Direc

174、tor of 21st Century Technology plc.With over 30 years in the City,Jamie has a wealth of experience in advising both institutional investors and corporate clients.CareTech Holdings PLC 23Annual Report and Accounts 2013EmployeesThe Directors recognise the benefits which arise from keeping employees in

175、formed of the Groups progress and plans and through their participation in the Groups performance.The Group is therefore committed to providing its employees with information on a regular basis,to consulting with them on a regular basis so that their views and/or concerns may be taken into account i

176、n taking decisions which may affect their interests,and to encouraging their participation in schemes through which they will benefit from the Groups progress and profitability.CareTech aims to foster a working environment in which all employees are treated with courtesy and respect and seeks at all

177、 times to provide opportunities to develop and reach their full potential.The Group operates a sharesave share option scheme for eligible employees,details of which can be found in note 19.The Board feels that share ownership among employees fosters team spirit and motivation and will contribute to

178、the ultimate success of the Group.It is the Groups policy to ensure that disabled persons are treated fairly and consistently in terms of recruitment,training,career development and promotion and that their employment opportunities should be based on a realistic assessment of their aptitudes and abi

179、lities.Wherever possible,the Group will continue the employment of persons who become disabled during the course of their employment through retraining,acquisition of special aids and/or equipment or the provision of suitable alternative employment.Authority to allot sharesPursuant to resolutions ap

180、proved at the Annual General Meeting on 12February2013,the Directors were granted authority to allot shares with an aggregate nominal value of up to the value of one third of the share capital of the Company.The Directors were also granted authority to allot equity securities for cash to the holders

181、 of ordinary shares as the Directors may determine on the register on a fixed record date in proportion(as nearly as may be)to their respective shareholding or in accordance with the rights attached thereto.Resolutions for the renewal of both of the above will be proposed at the forthcoming Annual G

182、eneral Meeting,further details of which,together with explanations of the resolutions to be proposed at the meeting,appear in the“Notice of AGM and explanatory circular to Shareholders”which will be sent to Shareholders in good time prior to the meeting.Substantial shareholdingsAs at 5 December 2013

183、,being the date of the preliminary results announcement,the Company had been notified of,or was otherwise aware of,the following substantial interests of 3%or more in the ordinary share capital of the Company,other than those in respect of the Directors which are set out in the Remuneration Report o

184、n page 27.The Directors present their report and the audited Group financial statements for the year ended 30 September 2013.Business review and future developmentsThe Consolidated Statement of Comprehensive Income detailed on page 33 sets out the Groups financial results for the year.The Company is

185、 required by the Companies Act 2006 to include a Strategic Report.The information that fulfils the requirements of the Strategic Report can be found in the Chairmans Statement on pages 4 and 5,the Chief Executives Statement and Performance Review on pages 8 to 13,and the Financial Review on pages 18

186、 to 21,which are incorporated in this report by reference.These reports also include details of the performance of the Group during the year ended 30 September 2013 and its prospects for the future.Key performance indicators are set out in the“Highlights”on page 1.The key risks and uncertainties fac

187、ing the Group are set out in this report below and in the Strategic Report on page 7.Key risks and uncertaintiesThere are a number of risks and uncertainties which could impact on the Groups long-term performance.These are set out in the Strategic Report on page 7.DividendsDividends of 2,196,000 and

188、 1,118,000(total 3,314,000)have been paid during the year.The Directors propose a final dividend of 4.68p per share(2012:4.29p)subject to the approval at the forthcoming Annual General Meeting.Share listingThe Companys ordinary shares are admitted to and traded on AIM,a market operated by the London

189、 Stock Exchange.Further information regarding the Companys share capital,including movements during the year are set out in note 20 to the financial statements.Financial instrumentsThe Group is exposed to a combination of price,credit,interest rate and cash flow risks.The Group uses financial instru

190、ments including cash,borrowings and interest rate swaps,the main purpose of which are to raise finance for the Groups activities and to manage interest rate risks.Disclosures in respect of these instruments are set out in note 23 to the financial statements.CareTech Holdings PLC 24Annual Report and

191、Accounts 2013Directors ReportAuditorGrant Thornton UK LLP have expressed their willingness to continue in office and,in accordance with section 489 of the Companies Act 2006,a resolution for their reappointment will be proposed at the forthcoming Annual General Meeting.By order of the BoardMichael H

192、illCompany Secretary13 December 2013Metropolitan House3 Darkes LanePotters BarHertfordshireEN6 1AGNo.of ordinary shares of 0.5pPercentageHenderson Global Investors11,928,76822.93%Richard Griffiths5,190,0009.98%Schroder Investment Management2,857,8055.5%JO Hambro Capital Management1,995,3863.84%Norge

193、s Bank1,658,7593.19%Octopus Investment Nominees1,573,8113.03%DirectorsThe names of the current Directors together with brief biographical details are shown on pages 22 and 23.In accordance with the articles of association,Farouq Sheikh and Haroon Sheikh retire by rotation and,being eligible,offer th

194、emselves for re-election.Having been appointed since the last AGM,Jamie Cumming offers himself for reappointment.The names of all Directors who held office in the year are as follows:Farouq SheikhHaroon Sheikh Stewart WallaceKarl MonaghanMike AdamsMichael Hill Jamie Cumming appointed 28 March 2013Th

195、e terms of the Directors service contracts and details of the Directors interests in the shares of the Company,together with details of share options granted and any other awards made to the Directors,are disclosed in the Remuneration Report commencing on page 26.Directors insuranceThe Company maint

196、ains appropriate Directors and Officers liability insurance,as permitted by the Companies Act 2006.Going concernAfter making appropriate enquiries the Directors have reasonable expectations that the Group is well placed to manage its business risks successfully and has adequate resources to continue

197、 in operational existence for at least 12 months.The Group has prepared detailed budgets and cash flow forecasts and have considered the capital and working capital requirements.For this reason the Directors continue to adopt the going concern basis in preparing the financial statements.CareTech Hol

198、dings PLC 25Annual Report and Accounts 2013The following comprised the principal elements of remuneration for Executive Directors and Executive Management for the year under review:basic salary;bonus;benefits,including car allowance,vehicle expenses and healthcare insurance;and pension contribution.

199、The remuneration for Non-Executive Directors is set by the full Board on the recommendation of the Executive Directors.Non-Executive Directors are not eligible to participate in any of the Companys bonus or share option schemes.Directors service agreementsAll Executive Directors service contracts ar

200、e subject to 12 months notice of termination on either side.The Non-Executive Directors have each been appointed under contracts which are subject to three months notice of termination on either side.The Remuneration Committee comprises three Non-Executive Directors,Jamie Cumming(Chairman),Karl Mona

201、ghan and Mike Adams and meets at least twice each year.The Company Secretary,Michael Hill,is the secretary of the Remuneration Committee.The Committee members have no personal financial interest,other than as Shareholders,in the matters to be decided.They have no conflicts of interest arising from c

202、ross-directorships or from being involved in the day-to-day business of the Group.They do not participate in any bonus,share option or pension arrangements.The Committees principal duties are to review the scale and structure of the remuneration and service contracts for Executive Directors and Seni

203、or Management and it also administers the Companys share option schemes.The Committee takes into consideration environmental,social and governance(“ESG”)issues,in relation to corporate performance,when setting the remuneration of Executive Directors and takes steps to ensure that the incentive struc

204、ture for Senior Management does not raise ESG risks by inadvertently motivating irresponsible behaviour.During the year the Remuneration Committee took external advice to update its Terms of Reference to reflect current best practice and changes in legislation and regulation.Remuneration policyCareT

205、echs remuneration policy is to provide for each of its Executive Directors and key personnel a package which is adequate to attract,retain and motivate individuals of the appropriate calibre,whilst at the same time not paying more than is necessary for this purpose.The Remuneration Committee has the

206、 objective of ensuring that remuneration packages are offered which:are set at a level reflecting the competitive market in which the Group operates;have a significant part of remuneration linked to the achievement of performance targets;have due regard to actual and expected market conditions;are s

207、tructured in accordance with the interests of Shareholders;and foster the development of a high-performance culture across the Group.CareTech Holdings PLC 26Annual Report and Accounts 2013Remuneration ReportDirectors remuneration(audited)The various elements of the remuneration received by each Dire

208、ctor were as follows:Salary and feesBenefitsAnnual bonusTotalPensionYear to 30 September2013 0002012 0002013 0002012 0002013 0002012 0002013 0002012 0002013 0002012 000Current DirectorsFarouq Sheikh27821447463252608162Haroon Sheikh13516333321681957964Stewart Wallace(1)143107263016913775Karl Monaghan

209、43434343Mike Adams28282828Michael Hill1501508158150Jamie Cumming1414Total7917051141089058131671311 Stewart Wallace had been contracted on a four-day per week basis but reverted to a five-day week basis from 1 December 2012.Directors interestsThe Directors who held office at the end of the financial

210、year had the following interests in the ordinary share capital of the Company according to the register of Directors interests:30 September 2013Number of ordinary0.5p shares30 September 2012Number of ordinary0.5p sharesWestminster Holdings Limited(1)10,787,32810,422,500Cosaraf Trust(2)2,060,0002,060

211、,000Cosaraf Pension Fund(3)170,000170,000Farouq Sheikh485,000485,000Haroon Sheikh485,000485,000Stewart Wallace473,374473,374Autovibe Limited(4)332,750332,750Karl Monaghan31,25031,250Mike Adams2,3002,3001 Westminster Holdings Limited is a company owned by a trust,the beneficiaries of which include Fa

212、rouq Sheikh and Haroon Sheikh.2 Cosaraf Trust is a trust whose beneficiaries are the children of Farouq Sheikh and Haroon Sheikh.Farouq Sheikh and Haroon Sheikh are the trustees of this trust.3 Cosaraf Pension Fund is a self-administered scheme established for the benefit of Farouq Sheikh and Haroon

213、 Sheikh.4 Autovibe Limited is a company wholly-owned by Wendy Wallace,the wife of Stewart Wallace,Strategic Director.Directors share optionsFarouq Sheikh,Haroon Sheikh,Stewart Wallace,and Michael Hill own 300,000,400,000,150,000 and 175,000 ordinary shares of 0.5p respectively under the Groups Execu

214、tive Shared Ownership Plan(see note 20).There were no changes in the Directors holdings under the Groups Executive Shared Ownership Plan during the year ended 30 September 2013.None of the Directors have any share options in the Company.By order of the BoardJamie CummingChairman of the Remuneration

215、Committee 13 December 2013Metropolitan House 3 Darkes Lane Potters Bar Hertfordshire EN6 1AGCareTech Holdings PLC 27Annual Report and Accounts 2013How do we deal with conflicts of interest?Following amendments to the Companys Articles of Association in 2008 to reflect certain provisions of the Compa

216、nies Act 2006 relating to conflicts of interest that came into force on 1 October 2008,the Board will follow a specific procedure when deciding whether to authorise a conflict or potential conflict of interest.Firstly,only independent Directors(i.e.those that have no interest in the matter under con

217、sideration)will be able to take the relevant decision.Secondly,in taking the decision the Directors must act in a way they consider,in good faith,will be most likely to promote the Companys success.In addition,the Directors will be able to impose limits or conditions when giving authorisation if the

218、y think this is appropriate.It remains the Boards intention to report annually on the Companys procedures for ensuring that the Boards power of authorisation in respect of conflicts is operated effectively and that procedures have been followed.Board and Committee meetingsThe Board meets in formal s

219、ession regularly,usually once each month,and members are supplied with financial and operational information in good time for scrutiny in advance of these meetings.The Directors attended the following meetings in the year to 30September2013:BoardAudit CommitteeRemuneration CommitteeCare Governance a

220、nd Safeguarding CommitteeFarouq Sheikh10000Haroon Sheikh9000Michael Hill 102*24Stewart Wallace10004Karl Monaghan10224Mike Adams10224Jamie Cumming5*122*By invitation*Since appointmentDo we comply with the UK Corporate Governance Code?The CareTech Board of Directors(the“Board”)remains committed to ach

221、ieving the highest standards of integrity,ethics,professionalism and business practice throughout its operations.As a Company quoted on AIM,a market operated by the London Stock Exchange,the Company is not required to comply with the UK Corporate Governance Code(the“Code”).However,the Board is accou

222、ntable to the Companys Shareholders for ensuring effective governance and therefore strives to apply best practice and materially to comply with the UK Corporate Governance Code to the extent that the Board considers it is appropriate for a public company of its size and complexity.This sets the ton

223、e for corporate behaviour and helps make our governance meaningful and focused on improving our business and protecting Shareholder value.Who is on our Board?As Executive Chairman,Farouq Sheikh leads the Board and is responsible for its effective running.The Chief Executive is Haroon Sheikh;Michael

224、Hill is the Group Finance Director and Stewart Wallace is Strategic Director.The Directors biographies appear on pages 22 and 23 and detail their experience and suitability for leading and managing the Group.Karl Monaghan,the Senior Independent Director,Mike Adams and Jamie Cumming are the three Non

225、-Executive Directors and the Board considers each of them independent.Collectively,the Non-Executive Directors bring a valuable range of expertise and experience in assisting the Group to achieve its strategic aims.In the furtherance of their duties,all Directors are able to take independent profess

226、ional advice at the expense of the Company and those newly-appointed are made aware of their responsibilities by the Company Secretary.The Board approves the appointment and removal of the Company Secretary.All Directors are required to submit themselves for re-election at least every three years an

227、d new Directors are subject to election by Shareholders at the first opportunity following their appointment.As noted above,a Company quoted on AIM,a market operated by the London Stock Exchange,the Company is not required to comply with the UK Corporate Governance Code(the“Code”).However,the Board

228、considers that the Group has been in compliance with the Code with the exception of the following Code provisions where it has either not complied or has complied only in part:Farouq Sheikh,as Executive Chairman,has responsibilities for both the organisation of the Board and running of the Groups bu

229、siness.There is currently no annual formal evaluation of the Board,its Committees or individual Directors.The Board did not consider it appropriate to carry out an evaluation exercise during the year except for the Remuneration Committee Terms of Reference,but will consider this issue again during t

230、he current year.CareTech Holdings PLC 28Annual Report and Accounts 2013Corporate Governance ReportThe Group operates in a highly competitive environment.For the Group to continue to compete successfully,it is essential that the level of remuneration and benefits offered achieve the objectives of att

231、racting,retaining,motivating and rewarding the necessary high calibre of individuals at all levels across the Group.The Group therefore sets out to provide competitive remuneration to all its employees,appropriate to the business environment in the market in which it operates.To achieve this,the rem

232、uneration package is based upon the following principles:total rewards should be set to provide a fair and attractive remuneration package;appropriate elements of the remuneration package should be designed to reinforce the link between performance and reward;and Executive Directors incentives shoul

233、d be aligned with the interests of Shareholders.The remuneration strategy is designed to be in line with the Groups fundamental values of fairness,competitiveness and to support the Groups corporate strategy.A cohesive reward structure consistently applied and with links to corporate performance,is

234、seen as critical in ensuring attainment of the Groups strategic goals.Who is on the Care Governance and Safeguarding Committee and what do they do?The Care Governance and Safeguarding Committee is chaired by Mike Adams and the other members of the Board Committee are Karl Monaghan,Michael Hill and S

235、tewart Wallace.Jamie Cumming also became a member of this Committee on his appointment to the main board on 28 March 2013.The Committee was formed because the Board is sensitive to the publics increased awareness and anxiety about care governance and safeguarding.In early 2013,the Whistleblowing“Tel

236、l Us”Campaign was introduced by this Committee and it is pioneering because it provides direct access to the CEO or Strategy Director.The Group has always been regarded as a careful and thoughtful provider of care and the Committee was formed to closely examine and pursue improvements to all matters

237、 relating to the care governance and the safeguarding of those we support,including health and safety,across the Group.It has recently included external attendees to its meetings such as the Head of Safeguarding for Hertfordshire County Council and received external presentations such as Conflict Ma

238、nagement from Maybo to help the Committee understand best practice.To further strengthen the Committee and to work with clinical staff across the Group,to help deliver outstanding care and support Dr Junaid Bajwa has recently joined as Clinical Director.He is a General Practitioner with extensive ex

239、perience of clinical commissioning and developing clinical and professional strategies in a PCT.What decision-making responsibilities does the Board have?Matters which are reserved to the Board for specific consideration and decision include:financial reporting and controls including statutory matte

240、rs such as the approval of final and interim financial statements and dividend declarations;Board membership and other senior,key personnel,appointments;review of corporate governance arrangements;Group strategy matters including the approval of annual budgets,acquisitions and disposals;review of th

241、e processes for monitoring and evaluating risk and the effectiveness of the Groups system of internal control and operational efficiency;review and supervision of treasury and financial policies;and Shareholder communications.Matters are delegated to Board Committees,individual Directors or executiv

242、e management where appropriate.The Directors believe the Board is soundly constituted although,at this stage of the Groups development,it is felt the functions of a Nominations Committee can be adequately fulfilled by deliberation of the full Board;this will nevertheless be kept under review.When th

243、e need for an additional Non-Executive Director is identified the Board appoints advisers to nominate experienced relevant and appropriate candidates.Board members meet the candidates and come to a collective view on appointments.Who is on the Audit Committee and what do they do?The Audit Committee

244、comprises Karl Monaghan(Chairman),Mike Adams and Jamie Cumming.The Group Finance Director and representatives of the external auditor attend meetings by invitation as required.The Committee meets at least twice each year and receives reports from the Companys management and external auditor relating

245、 to the annual and interim accounts and the accounting and internal control systems throughout the Group.The Committee has direct and unrestricted access to the external auditor and reviews all services being provided by them to evaluate their independence and objectivity,taking into consideration r

246、elevant professional and regulatory requirements in order to ensure that said independence and objectivity are not impaired by the provision of permissible,non-audit services.Details of the amount paid to the external auditor during the year,for audit and other services,are set out in note 5 to the

247、financial statements.Who is on the Remuneration Committee and what do they do?The composition and role of the Remuneration Committee is set out in the Remuneration Report on pages 26 and 27.Also detailed in that report are Directors remuneration,shareholdings and share option scheme information.The

248、Terms of Reference were independently reviewed and updated during the year.A key Group strategy is to attract and retain talented and committed personnel,at every level of the organisational hierarchy and the Committee aims to foster remuneration philosophy,policies and procedures to achieve this.Ca

249、reTech Holdings PLC 29Annual Report and Accounts 2013A process of control and hierarchical reporting provides for a documented and auditable trail of accountability.These procedures are relevant across all Group operations:they provide for successive assurances to be given at increasingly higher lev

250、els of management and,finally,to the Board.The processes used by the Board to review the effectiveness of the system of internal controls include the following:annual budgets are prepared for each operating business.Monthly management reporting focuses on actual performance against these budgets for

251、 each operating business;management reports and external audit reports on the system of internal controls and any material control weaknesses that are identified;discussions with management including discussions on the actions taken on problem areas identified by Board members or in the external aud

252、it reports;policies and procedures for such matters as delegation of authorities,capital expenditure and treasury management as well as regular updates;review of the adequacy of the level of experienced and professional staff throughout the business and the expertise of individual staff members so t

253、hat they are capable of carrying out their individual delegated responsibilities;and review of the external audit work plans.By order of the BoardMichael HillCompany Secretary13 December 2013Metropolitan House 3 Darkes LanePotters BarHertfordshireEN6 1AGHave we maintained an effective relationship w

254、ith our Shareholders?The Board appreciates that effective communication with the Companys Shareholders and the investment community as a whole is a key objective.The views of both institutional and private Shareholders are important,and these can be varied and wide-ranging,as is their interest in th

255、e Companys strategy,reputation and performance.The Executive Chairman has overall responsibility for ensuring this communication is effectively conveyed and for making the Board fully aware of key Shareholders views,comments and opinions.Contact with investors throughout the year is a priority and t

256、he Board strives to look after their interests.General presentations to major Shareholders following the publication of the Groups annual and interim results are conducted by the Executive Chairman and the Group Finance Director,as are regular meetings through the year with fund managers and investm

257、ent analysts.Robust year-on-year dividend growth is an objective and all Shareholders are encouraged to attend the Companys Annual General Meeting,which all Board members attend,as this provides an opportunity to address questions to the Directors.The Groups annual and interim reports are sent to al

258、l Shareholders and all results,Company announcements and related investor information can be accessed via the Groups website,www.caretech-.The website is under constant review in an effort to maximise the effectiveness of information made available to Shareholders.How do we manage our internal contr

259、ols and risks?The Board is ultimately responsible for the Groups system of internal controls and for reviewing its effectiveness.The role of management is to implement Board policies on risk and control.The system of internal controls is designed to manage rather than eliminate the risk of failure o

260、f the achievement of business objectives.In pursuing these objectives,internal controls can only provide reasonable and not absolute assurance against material misstatement or loss.The recent challenging business climate has resulted in a sustained focus on the approach to risk.The Directors conside

261、r robust risk management to be crucial to the Groups success and give a high priority to ensuring that adequate systems are in place to evaluate and limit risk exposure.They have overseen the further development of processes and procedures for identifying,analysing and managing the significant risks

262、 faced by the Group.These risks have been discussed in the Strategic Report on page 7.These processes have been implemented during the year under review and up to the date of approval of this annual report and financial statements.The processes and procedures are regularly reviewed by the Board.Care

263、Tech Holdings PLC 30Annual Report and Accounts 2013Corporate Governance Report continuedThe Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Companys transactions and disclose with reasonable accuracy at any time the financial position of

264、the Company and 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 Directors confirm t

265、hat:so far as each Director is aware,there is no relevant audit information of which the Companys auditor is unaware;and the Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the aud

266、itor is aware of that information.The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Companys website.Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislat

267、ion in other jurisdictions.The Directors are responsible for preparing the Annual Report and the 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 to prep

268、are the financial statements in accordance with International Financial Reporting Standards(IFRSs)as adopted by the European Union.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 and profi

269、t or loss of the Company and Group for that period.In preparing these financial statements,the Directors are required to:select suitable accounting policies and then apply them consistently;make judgements and accounting estimates that are reasonable and prudent;and state whether applicable IFRSs ha

270、ve been followed,subject to any material departures disclosed and explained in the financial statements.CareTech Holdings PLC 31Annual Report and Accounts 2013Statement of Directors Responsibilitiesin respect of the Annual Report and the financial statementsCareTech Holdings PLC 32Annual Report and

271、Accounts 2013Independent Auditors Reportto the members of CareTech Holdings PLCOpinion on other matter prescribed by the Companies Act 2006In our opinion the information given in the Strategic Report and Directors Report for the financial year for which the financial statements are prepared is consi

272、stent with the financial statements.Matters on which we are required to report by exceptionWe have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if,in our opinion:adequate accounting records have not been kept by the parent Company,or

273、 returns adequate for our audit have not been received from branches not visited by us;or the parent Company financial statements are not in agreement with the accounting records and returns;or certain disclosures of Directors remuneration specified by law are not made;or we have not received all th

274、e information and explanations we require for our audit.Malcolm GomersallSenior Statutory Auditorfor and on behalf of Grant Thornton UK LLPStatutory Auditor,Chartered AccountantsCentral Milton Keynes13 December 2013We have audited the financial statements of CareTech Holdings PLC for the year ended

275、30 September 2013 which comprise the Consolidated Statement of Comprehensive Income,the Consolidated and Company Statements of Changes in Equity,the Consolidated and Company Balance Sheets,the Consolidated and Company Cash Flow Statements and the related notes.The financial reporting framework that

276、has been applied in their preparation is applicable law and International Financial Reporting Standards(IFRSs)as adopted by the European Union and,as regards the parent Company financial statements,as applied in accordance with the provisions of the Companies Act 2006.This report is made solely to t

277、he Companys 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 Companys members those matters we are required to state to them in an auditors report and for no other purpose.To the fullest extent permit

278、ted by law,we do not accept or assume responsibility to anyone other than the Company and the Companys members as a body,for our audit work,for this report,or for the opinions we have formed.Respective responsibilities of Directors and auditorAs explained more fully in the Directors Responsibilities

279、 Statement set out on page 31,the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and Internationa

280、l Standards on Auditing(UK and Ireland).Those standards require us to comply with the Auditing Practices Boards(APBs)Ethical Standards for Auditors.Scope of the audit of the financial statementsA description of the scope of an audit of financial statements is provided on the Financial Reporting Coun

281、cils website at www.frc.org.uk/apb/scope/private.cfmOpinion on financial statementsIn our opinion:the financial statements give a true and fair view of the state of the Groups and of the parent Companys affairs as at 30 September 2013 and of the Groups profit for the year then ended;the Group financ

282、ial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;the parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 200

283、6;and the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.Note20132012Underlying000Non-underlying(i)000Total000Underlying000Non-underlying(i)000Total000Revenue 3114,323114,323114,132114,132Cost of sales(68,749)(68,749)(68,809)(68,809)Gross profit

284、45,57445,57445,32345,323Administrative expenses(22,405)9,733(12,672)(23,672)(7,838)(31,510)Operating profit23,1699,73332,90221,651(7,838)13,813EBITDA(ii)26,40213,45439,85624,853(3,511)21,342Depreciation11(3,174)(3,174)(3,079)(3,079)Amortisation of intangible assets12(3,721)(3,721)(4,327)(4,327)Share

285、-based payments charge(59)(59)(123)(123)Operating profit23,1699,73332,90221,651(7,838)13,813Financial income72020Financial expenses4,7(5,719)905(4,814)(5,000)(2,457)(7,457)Profit before tax 17,45010,63828,08816,671(10,295)6,376Taxation4,8(3,392)(329)(3,721)(3,332)3,162(170)Profit and comprehensive i

286、ncome for the year attributable to equity shareholders of the parent14,05810,30924,36713,339(7,133)6,206Earnings per shareBasic947.54p12.32pDiluted947.54p12.32p(i)Non-underlying items comprise:amortisation of intangibles,acquisition expenses,bargain purchase credits,fair value adjustments on prior y

287、ear acquisitions,gains or losses on disposal of plant and equipment,changes in value and additional finance payments in respect of derivative financial instruments,integration,reorganisation and redundancy costs,minimum future lease uplifts and provision for onerous leases.See note 4.(ii)EBITDA is o

288、perating profit stated before depreciation,amortisation of intangible assets,and share-based payments charge.CareTech Holdings PLC 33Annual Report and Accounts 2013Consolidated Statement of Comprehensive Incomefor the year ended 30 September 2013Note20130002012000Non-current assetsProperty,plant and

289、 equipment11238,568192,119Other intangible assets1230,98033,335Goodwill1231,12031,120300,668256,574Current assetsInventories515615Trade and other receivables148,05410,044Cash and cash equivalents153,7836,57512,35217,234Total assets313,020273,808Current liabilitiesLoans and borrowings 167,5955,634Tra

290、de and other payables1711,83310,887Deferred and contingent consideration payable22521,446Deferred income1,4132,075Corporate tax6,0354,985Derivative financial instruments1012,861Onerous lease provision2422327,02928,111Non-current liabilitiesLoans and borrowings16164,651132,144Deferred tax liabilities

291、1822,36721,622Other creditors and accrualsDerivative financial instruments2311,522Minimum future lease payments13,750Onerous lease provision24520187,249169,558Total liabilities214,278197,669Net assets98,74276,139Equity Share capital20260256Share premium57,20255,715Shares held by Executive Shared Own

292、ership Plan(2,258)(2,258)Merger reserve8,4988,498Retained earnings35,04013,928Total equity attributable to equity shareholders of the parent98,74276,139These financial statements were approved by the Board of Directors on 13 December 2013 and were signed on its behalf by:F.Sheikh M.G.HillExecutive C

293、hairman Group Finance DirectorCompany number:04457287CareTech Holdings PLC 34Annual Report and Accounts 2013Consolidated Balance Sheetat 30 September 2013Share capital 000 Share premium 000Shares held by Executive Shared Ownership Plan 000 Merger reserve 000 Retained earnings 000 Total equity 000At

294、1 October 201124853,5158,49810,95373,214Profit for the year6,2066,206Total comprehensive income6,2066,206 Issue of ordinary shares82,200(2,258)(50)Equity settled share-based payments charge(156)(156)Dividends(3,075)(3,075)Transactions with owners recorded directly in equity82,200(2,258)(3,231)(3,281

295、)At 30 September 201225655,715(2,258)8,49813,92876,139At 1 October 201225655,715(2,258)8,49813,92876,139Profit for the year24,36724,367Total comprehensive income24,36724,367Issue of ordinary shares41,4871,491Equity settled share-based payments charge 5959Dividends(3,314)(3,314)Transactions with owne

296、rs recorded directly in equity41,487(3,255)(1,764)At 30 September 201326057,202(2,258)8,49835,04098,742CareTech Holdings PLC 35Annual Report and Accounts 2013Consolidated Statement of Changes in Equityas at 30 September 2013Note20130002012000Cash flows from operating activitiesProfit before tax28,08

297、86,376Adjustments for:Financial income(20)Financial expenses4,8147,457Adjustments for minimum future lease payment uplifts1,1551,761Onerous lease provision charge2473310Depreciation113,1743,079Amortisation123,7214,327Share-based payments charge59123Acquisition transaction cost2,409155Post acquisitio

298、n integration and reorganisation cost1,4411,033(Profit)/loss on disposal of fixed assets(50)59Fair value adjustment in respect of prior years acquisitions220Gain recognised in respect of business combinations22(18,532)Operating cash flows before movement in working capital 26,35224,880Decrease in tr

299、ade and other receivables1,32838(Decrease)in trade and other payables(3,886)(2,342)Decrease/(Increase)in inventories100(300)Operating cash flows before adjustment items23,89422,276Exceptional costs paid4(2,263)(1,833)Cash inflows from operating activities21,63120,443Interest received20Tax paid(1,926

300、)(1,771)Net cash from operating activities 19,70518,692Cash flows from investing activitiesProceeds from sale of property plant and equipment3,742948Payments for business combinations net of cash acquired22(38,714)(5,032)Acquisition of property,plant and equipment(5,525)(5,698)Acquisition of softwar

301、e12(1,366)(697)Payment of acquisition costs(2,130)(1,246)Net cash used in investing activities(43,993)(11,725)Cash flows from financing activitiesProceeds from the issue of share capital(net of costs)2030(50)Proceeds from new loan(net of costs)39,5284,374Interest paid(5,535)(5,364)Swap break fees(2,

302、383)Cash outflow arising from derivative financial instruments(763)(2,206)Repayment of borrowings(5,250)(6,638)Payment of finance lease liabilities(817)(847)Dividends paid 21(3,314)(3,075)Net cash from financing activities21,496(13,806)Net decrease in cash and cash equivalents(2,792)(6,839)Cash and

303、cash equivalents at start of year6,57513,414Cash and cash equivalents at 30 September153,7836,575Net debt in the balance sheet comprises:Note2013 0002012 000Cash and cash equivalents153,7836,575Bank loans16(170,174)(136,169)Finance lease and hire purchase contracts16(2,072)(1,609)Net debt at 30 Sept

304、ember(168,463)(131,203)CareTech Holdings PLC 36Annual Report and Accounts 2013Consolidated Cash Flow Statementfor the year ended 30 September 2013The Directors anticipate that the above Standards will be adopted in the Groups financial statements for the period commencing 1 October 2013 and that the

305、ir adoption will have no material impact on the financial statements of the Group.There are other standards and interpretations in issue but these are not considered to be relevant to the Group.During the year,Presentation of Items of Other Comprehensive Income(Amendments to IAS 1)was adopted,but ha

306、d no impact on the presentation of the Statement of Comprehensive Income.(b)Measurement conventionThe financial statements are prepared on the historical cost basis except that derivative financial instruments are stated at their fair value and contingent consideration is stated at fair value throug

307、h profit or loss.(c)Basis of consolidationSubsidiaries are entities controlled by the Group.Control exists when the Group has the power,directly or indirectly,to govern the financial and operating policies of an entity so as to obtain benefits from its activities.In assessing control,potential votin

308、g rights that are currently exercisable or convertible are taken into account.The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.(d)Property,plant and equipmentProperty,plant and equip

309、ment are stated at cost less accumulated depreciation and impairment losses.Cost includes expenditure that is directly attributable to the acquisition of the asset.The cost of self-constructed assets includes the cost of materials and direct labour,any other costs directly attributable to bringing t

310、he assets to a working condition for their intended use and capitalised borrowing costs.Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.The cost of replacing a component of an item of property,plant and equipment is recognise

311、d in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group,and its cost can be measured reliably.The carrying amount of the replaced component is derecognised.The costs of the day-to-day servicing of property,plant an

312、d equipment are recognised in the profit or loss as incurred.Where parts of an item of property,plant and equipment have different useful lives,they are accounted for as separate items of property,plant and equipment.Leases in which the Group assumes substantially all the risks and rewards of owners

313、hip of the leased asset are classified as finance leases.Where land and buildings are held under leases the accounting treatment of the land is considered separately from that of the buildings.Leased assets acquired by way of finance lease are stated at an amount equal to the lower of their fair val

314、ue and the present value of the minimum lease payments at inception of the lease,less accumulated depreciation and impairment losses.Lease payments are accounted for as described below.1 Background and basis of preparationCareTech Holdings PLC(the”Company”)is a company registered and domiciled in En

315、gland and Wales.The consolidated financial statements of the Company for the year ended 30 September 2013 comprise the Company and its subsidiaries(together referred to as the“Group”).The consolidated financial statements are presented in GBP(),which is the Companys functional currency,rounded to th

316、e nearest thousand.The Parent Company financial statements present information about the Company as a separate entity and not about its Group.The consolidated financial statements were approved for release by the Board of Directors on 13 December 2013.Going concernThe Groups business activities toge

317、ther with the factors likely to affect its future development,performance and position are set out in the Chairmans Statement and Chief Executives Statement and Performance Review on pages 8 to 13.The financial position of the Group,its cash flows,liquidity position and borrowing facilities are desc

318、ribed in the Financial Review on pages 18 to 21.In addition,note 23 to the financial statements includes the Groups objectives,policies and processes for managing its capital,its financial risk management objectives,details of its financial instruments and hedging activities and its exposures to cre

319、dit risk,interest rate risk and liquidity risk.As highlighted in that note,the Group meets its day-to-day working capital requirements through a mixture of bank facilities which are sufficient,with cash flow from profits,to fund present commitments.A new facility was agreed with the Groups Bankers i

320、n August 2013 on the purchase of a business combination.The new debt facilities have been provided by the Groups syndicate of four lenders,Royal Bank of Scotland,Lloyds TSB,Alliance&Leicester and Allied Irish Bank and they have been provided on the same competitive terms as the facility announced in

321、 June 2012.The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the next 12 months.The Group has prepared detail budgets and cash flow forecasts and has considered the capital and working capital requirements.Thus the Directors co

322、ntinue to adopt the going concern basis of accounting in preparing the annual financial statements.2 Accounting policies(a)Applicable Accounting StandardsThe Company is a company incorporated in the UK.The Group financial statements have been prepared and approved by the Directors in accordance with

323、 International Financial Reporting Standards as adopted by the EU(“Adopted IFRSs”).The accounting policies set out below have,unless otherwise stated,been applied consistently to all periods presented in these Group financial statements.The following adopted IFRS was available for early application

324、but has not been applied by the Group in these financial statements:EndorsedEffective forperiods beginning on or afterIFRS 10Consolidated Financial Statement1 January 2013IFRS 13 Fair Value Measurement1 January 2013IAS 19 Employee Benefits(Revised June 2011)1 January 2013IAS 27(Revised)Separate Fina

325、ncial Statements1 January 2013TransitionGuidanceAmendments to IFRS 10,IFRS 11and IFRS 121 January 2013CareTech Holdings PLC 37Annual Report and Accounts 2013NotesFinancial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,or when the financial asse

326、t and all substantial risks and rewards are transferred.A financial liability is derecognised when it is extinguished,discharged,cancelled or expires.Classification and subsequent measurement of financial assetsFor the purpose of subsequent measurement,financial assets are classified into the follow

327、ing categories upon initial recognition:loans and receivables;and financial assets at fair value through profit or loss(FVTPL).All financial assets except for those at FVTPL are subject to review for impairment at least at each reporting date to identify whether there is any objective evidence that

328、a financial asset or a group of financial assets is impaired.Different criteria to determine impairment are applied for each category of financial assets,which are described below.All income and expenses relating to financial assets that are recognised in the Consolidated Statement of Comprehensive

329、Income are presented within finance costs,finance income or other financial items,except for impairment of trade receivables which is presented within other administrative expenses.Loans and receivablesLoans and receivables are non-derivative financial assets with fixed or determinable payments that

330、 are not quoted in an active market.After initial recognition,these are measured at amortised cost using the effective interest method,less provision for impairment.Discounting is omitted where the effect of discounting is immaterial.The Groups cash and cash equivalents,trade and most other receivab

331、les fall into this category of financial instruments.Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default.Receivables that are not considered to be individually impaired are re

332、viewed for impairment in groups,which are determined by reference to shared credit risk characteristics.The impairment loss estimate is then based on recent historical counterparty default rates for each identified group.Financial assets at FVTPLFinancial assets at FVTPL include financial assets tha

333、t are either classified as held for trading or that meet certain conditions and are designated at FVTPL upon initial recognition.All derivative financial instruments fall into this category.Assets in this category are measured at fair value with gains or losses recognised in the Consolidated Statement of Comprehensive Income.The fair values of financial assets in this category are determined by re