Pine Topco Limited - Period Ending 2021-03-31
Pine Topco Limited - Period Ending 2021-03-31
Registration number:
for the
Year Ended
Pine Topco Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Pine Topco Limited
Company Information
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Directors |
E J T Brett C I Cameron J A Cunningham S Hughes M J Puttick J Wilson-Kilgour C N Butcher |
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Registered office |
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Auditors |
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Pine Topco Limited
Strategic Report for the Year Ended 31 March 2021
Principal activity
The principal activity of the company is that of a holding company. The principal activity of the group is the provision of supported living and related care services, being the provision of care in their own homes to people with mental health issues or learning disabilities.
Business review
The consolidated results of the group for the period, which are set out in the profit and loss account, show turnover of £29,142,496 (2020 - £20,522,795) and an operating profit of £1,058,812 (2020 - operating loss of £38,471). At 31 March 2021, the Group had total assets less current liabilities of £15,121,643 (2020 - £14,879,836). The consolidated results above represent the trading since that date. The directors consider the performance for the period and the financial position at 31 March 2021 to be satisfactory.
Throughout the period the group’s operations were affected by the Covid-19 lockdown provisions and the changes required to keep the people we support and our staff safe. Management continued to implement new procedures quickly including sourcing adequate supplies of PPE to safely deliver our services. The support received from the Local Authorities and other funding agencies has provided adequate resources to fund PPE across the group. Looking forward we do not expect Covid-19 restrictions to impact the group’s financial performance materially.
The creation of new intensive Supported Living services, following the successful Birmingham development continues to be a focus of business development in the future.
A significant majority of the group’s income ultimately comes from government funding for the provision of adult care services. The pandemic and its aftermath may change the priorities in this area for the benefit of those who require support. The group is well positioned to grow its services to meet this extra demand.
Principal risks and uncertainties
Regulatory
The health and safety of the people we support and our staff is the directors’ prime concern and a key area of management focus. The group operates in a highly regulated area and therefore critical to the success of the group are the quality assurance policies, processes and procedures. Management regard Quality Assurance and the outcome of regular inspections by the Care Quality Commission as critical KPIs and a significant risk area that is closely monitored and scrutinized. The importance of these processes has been emphasized further during the challenges of Covid-19. The directors do not consider the inclusion of an analysis using key performance indicators to be necessary to assist users of the financial statements in their understanding of the financial performance or position of the Group.
Commissioner Frameworks
The group does not operate care homes but provides support services to people in their own homes. This is commissioned and funded mainly by Local Authorities who also monitor our performance closely on behalf of those we support. The relationships with our funders and the quality of the services we provide are an essential part of our ability to trade successfully. To be considered for Local Authority business we must be admitted to the relevant framework and the group’s business development team have been successful in maintaining and expanding the number of frameworks the group is on. The frameworks set out the pricing mechanisms and provide the ability for us to compete for new referrals. This is a key aspect of our ability to maintain existing levels of support services and to move into new areas.
Sensitive Information and IT
To perform our support services and comply with the regulations for our sector we necessarily hold significant amounts of highly sensitive personal information about the people we support. The loss or breach of the IT network or the data held within it could result in significant reputational and financial damage. To ensure system resilience the group retains outsourced dedicated IT support with skill and experience in maintaining and monitoring IT infrastructure. Business data is regularly backed up and stored in a secure location. Internet, email filtering technology is in place and firewall protection software is in place to restrict the likelihood and impact of any attempted cyber-attacks. The group carries significant Cyber security insurance to protect against financial loss.
Financial Instruments
Following the acquisition of Aspirations Care by the company in 2019, the group is well funded with significant unallocated financial reserves. The institutional loan notes which comprise an element of the acquisition funding are on fixed interest rates. The interest charged on the senior debt facilities in the group is at a variable interest rate. The risk surrounding interest rate variations is reviewed regularly by the directors. Given the current quantum of senior debt, the potential annual increase in the interest charged is considered not to represent a material financial risk to the group.
Exposure to price, liquidity and credit risk
The principal price risk to the group is in the annual fee uplifts agreed with each service funder. Once agreed annually, the hourly fees are generally fixed for the remainder of the year, providing good visibility for the business on its expected revenues.
The liquidity and credit risk in the business is considered to be relatively low given the commissioners are ultimately government funded. The group typically experiences a relatively low level of bad debt as a consequence.
Taxation
All transactions undertaken by the Group have a business purpose and a commercial rationale. The Group does not engage in aggressive tax planning and does not implement structures purely for tax planning purposes.
In relation to tax compliance, it is the policy of the Group to fully comply with all applicable tax rules, regulations and disclosure requirements in all territories in which it operates; submit all tax returns by their due dates in line with local laws; and pay all applicable taxes as they fall due. The Group uses appropriately qualified and trained employees to look after the Group’s tax affairs and uses external advisers as appropriate.
Outlook
The directors regularly monitor the group’s trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.
The group’s prospects are dependent on the continued referral of people we support into the group’s care and the continuing availability of funding for these services. The group believes the individuals for which it cares are among the most deserving of care in our society and therefore the likelihood of funding continuing to be made available by Government for the foreseeable future is strong and that by continuing its core strategies, the group is well positioned to continue to expand its service provision.
Pine Topco Limited
Strategic Report for the Year Ended 31 March 2021
Principal activity
The principal activity of the company is that of a holding company. The principal activity of the group is the provision of supported living and related care services, being the provision of care in their own homes to people with mental health issues or learning disabilities.
Business review
The consolidated results of the group for the period, which are set out in the profit and loss account, show turnover of £29,142,496 (2020 - £20,522,795) and an operating profit of £1,058,812 (2020 - operating loss of £38,471). At 31 March 2021, the Group had total assets less current liabilities of £15,121,643 (2020 - £14,879,836). The consolidated results above represent the trading since that date. The directors consider the performance for the period and the financial position at 31 March 2021 to be satisfactory.
Throughout the period the group’s operations were affected by the Covid-19 lockdown provisions and the changes required to keep the people we support and our staff safe. Management continued to implement new procedures quickly including sourcing adequate supplies of PPE to safely deliver our services. The support received from the Local Authorities and other funding agencies has provided adequate resources to fund PPE across the group. Looking forward we do not expect Covid-19 restrictions to impact the group’s financial performance materially.
The creation of new intensive Supported Living services, following the successful Birmingham development continues to be a focus of business development in the future.
A significant majority of the group’s income ultimately comes from government funding for the provision of adult care services. The pandemic and its aftermath may change the priorities in this area for the benefit of those who require support. The group is well positioned to grow its services to meet this extra demand.
Principal risks and uncertainties
Regulatory
The health and safety of the people we support and our staff is the directors’ prime concern and a key area of management focus. The group operates in a highly regulated area and therefore critical to the success of the group are the quality assurance policies, processes and procedures. Management regard Quality Assurance and the outcome of regular inspections by the Care Quality Commission as critical KPIs and a significant risk area that is closely monitored and scrutinized. The importance of these processes has been emphasized further during the challenges of Covid-19. The directors do not consider the inclusion of an analysis using key performance indicators to be necessary to assist users of the financial statements in their understanding of the financial performance or position of the Group.
Commissioner Frameworks
The group does not operate care homes but provides support services to people in their own homes. This is commissioned and funded mainly by Local Authorities who also monitor our performance closely on behalf of those we support. The relationships with our funders and the quality of the services we provide are an essential part of our ability to trade successfully. To be considered for Local Authority business we must be admitted to the relevant framework and the group’s business development team have been successful in maintaining and expanding the number of frameworks the group is on. The frameworks set out the pricing mechanisms and provide the ability for us to compete for new referrals. This is a key aspect of our ability to maintain existing levels of support services and to move into new areas.
Sensitive Information and IT
To perform our support services and comply with the regulations for our sector we necessarily hold significant amounts of highly sensitive personal information about the people we support. The loss or breach of the IT network or the data held within it could result in significant reputational and financial damage. To ensure system resilience the group retains outsourced dedicated IT support with skill and experience in maintaining and monitoring IT infrastructure. Business data is regularly backed up and stored in a secure location. Internet, email filtering technology is in place and firewall protection software is in place to restrict the likelihood and impact of any attempted cyber-attacks. The group carries significant Cyber security insurance to protect against financial loss.
Financial Instruments
Following the acquisition of Aspirations Care by the company in 2019, the group is well funded with significant unallocated financial reserves. The institutional loan notes which comprise an element of the acquisition funding are on fixed interest rates. The interest charged on the senior debt facilities in the group is at a variable interest rate. The risk surrounding interest rate variations is reviewed regularly by the directors. Given the current quantum of senior debt, the potential annual increase in the interest charged is considered not to represent a material financial risk to the group.
Exposure to price, liquidity and credit risk
The principal price risk to the group is in the annual fee uplifts agreed with each service funder. Once agreed annually, the hourly fees are generally fixed for the remainder of the year, providing good visibility for the business on its expected revenues.
The liquidity and credit risk in the business is considered to be relatively low given the commissioners are ultimately government funded. The group typically experiences a relatively low level of bad debt as a consequence.
Taxation
All transactions undertaken by the Group have a business purpose and a commercial rationale. The Group does not engage in aggressive tax planning and does not implement structures purely for tax planning purposes.
In relation to tax compliance, it is the policy of the Group to fully comply with all applicable tax rules, regulations and disclosure requirements in all territories in which it operates; submit all tax returns by their due dates in line with local laws; and pay all applicable taxes as they fall due. The Group uses appropriately qualified and trained employees to look after the Group’s tax affairs and uses external advisers as appropriate.
Outlook
The directors regularly monitor the group’s trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.
The group’s prospects are dependent on the continued referral of people we support into the group’s care and the continuing availability of funding for these services. The group believes the individuals for which it cares are among the most deserving of care in our society and therefore the likelihood of funding continuing to be made available by Government for the foreseeable future is strong and that by continuing its core strategies, the group is well positioned to continue to expand its service provision.
Section 172 statement
The Directors believe that they have effectively implemented their duties under Section 172 of the Companies Act 2006. The Company has considered the long term-strategy of the business and consider that this strategy will continue to deliver long term success to the business and it's stakeholders.
The company is committed to maintaining an excellent reputation and strives to achieve high standards. We are highly selective about the employees that we take on in order to deliver the best value to service users while also maintaining an awareness of the environmental impact of the work done.
The Directors recognise the importance of wider stakeholders in delivering their strategy and achieving sustainability within the business. The main stakeholders in the company are considered to be the employees, suppliers and customers.
In ensuring that all stakeholders are considered as part of every decision process, we believe we act fairly between all members of the Company.
Approved by the
Director
Pine Topco Limited
Directors' Report for the Year Ended 31 March 2021
The directors present their report and the for the year ended 31 March 2021.
Directors of the company
The directors who held office during the year were as follows:
The following director was appointed after the year end:
Employment of disabled persons
It is group policy to give fair consideration to the employment needs of disabled people and to comply with current legislation with regard to their employment. Whereever practical, we continue to employ and promote the careers of existing employees who become disabled and to consider disabled persons for employment, subsequent training, career development and promotion on the basis of their aptitude and abilities.
Employee involvement
The Directors recognise the importance of human resource practices to provide good communications and relations with employees, including providing them with information on matters of concern to them as employees.
Future developments
The external environment is expected to remain competitive going forwards, particularly recognising the UK's challenging labour market. However, the directors remain confident that the group will continue to improve its current level of performance in the future and will continue to trade as a going concern for the reasons identified in note 1 to the financial statements.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
Pine Topco Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' 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 elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the company and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Pine Topco Limited
Independent Auditor's Report to the Members of Pine Topco Limited
Opinion
We have audited the financial statements of Pine Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2021, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2021 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Pine Topco Limited
Independent Auditor's Report to the Members of Pine Topco Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
|
• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
|
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We 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 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 the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Pine Topco Limited
Independent Auditor's Report to the Members of Pine Topco Limited
Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISA's (UK).
In identifying and assessing risks of material mis-statement in respect of fraud, including irregularities and non-compliance with laws and regulations, our procedures included the following:
• We obtained an understanding of the legal and regulatory frameworks applicable to the company financial statements or that had a fundamental effect on the company's operations. We determined that the most significant laws and regulations included UK GAAP, UK Companies Act 2006 and taxation laws.
• We understood how the company is complying with those legal and regulatory frameworks by making inquiries of management, those responsible for legal and compliance procedures.
• We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
• Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
• Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process. Detailed analysis of journals posted through the accounting system during the year to 31 March 2021 has been undertaken;
• Understanding the controls in place to prevent and detect fraud. Reliance was not placed on controls for the entirety of the audit, instead taking a substantive testing approach, however controls were in place to prevent fraud, and they appeared to be working effectively;
• Challenging assumptions and judgements made by management in its significant accounting estimates.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
Pine Topco Limited
Consolidated Profit and Loss Account for the Year Ended 31 March 2021
|
Note |
Year ended 31 March 2021 |
(As restated) |
|
|
Turnover |
|
|
|
|
Other operating income |
456,461 |
- |
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
(6,004,516) |
(4,509,333) |
|
|
Exceptional administrative expenses |
(197,578) |
(380,012) |
|
|
Operating profit/(loss) |
|
( |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar charges |
( |
( |
|
|
Loss before tax |
( |
( |
|
|
Taxation |
( |
|
|
|
Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
The group has no other comprehensive income for the year.
Pine Topco Limited
(Registration number: 11701290)
Consolidated Balance Sheet as at 31 March 2021
|
Note |
31 March 2021 |
(As restated) |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Share premium reserve |
|
|
|
|
Retained earnings |
( |
( |
|
|
Equity attributable to owners of the company |
( |
( |
|
|
Total equity |
( |
( |
|
|
Total capital, reserves and long term liabilities |
15,121,643 |
14,879,836 |
Approved and authorised by the
.........................................
C I Cameron
Director
Pine Topco Limited
(Registration number: 11701290)
Balance Sheet as at 31 March 2021
|
Note |
31 March 2021 |
31 March 2020 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
2,326,019 |
2,321,436 |
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Share premium reserve |
|
|
|
|
Profit and loss account |
( |
( |
|
|
Total equity |
|
|
The company made a loss after tax for the financial year of £253,992.
Approved and authorised by the
Director
Pine Topco Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 March 2021
Equity attributable to the parent company
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
|
At 1 April 2020 |
|
|
( |
( |
|
Loss for the year |
- |
- |
( |
( |
|
At 31 March 2021 |
|
|
( |
( |
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
|
Loss for the year (As restated) |
- |
- |
( |
( |
|
Total comprehensive income (As restated) |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
|
|
At 31 March 2020 (As restated) |
9,400 |
930,600 |
(1,235,679) |
(295,679) |
Pine Topco Limited
Statement of Changes in Equity for the Year Ended 31 March 2021
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
|
At 1 April 2020 |
|
|
( |
|
|
Loss for the year |
- |
- |
( |
( |
|
At 31 March 2021 |
|
|
( |
|
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
|
Loss for the year |
- |
- |
( |
( |
|
Total comprehensive income |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
|
|
At 31 March 2020 |
9,400 |
930,600 |
(188,161) |
751,839 |
Pine Topco Limited
Consolidated Statement of Cash Flows for the Year Ended 31 March 2021
|
Note |
Year ended 31 March 2021 |
(As restated) |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
( |
|
|
|
|
||
|
Working capital adjustments |
|||
|
Decrease/(increase) in debtors |
|
( |
|
|
(Decrease) in creditors |
( |
( |
|
|
Cash outflows from operations |
|
( |
|
|
Income taxes paid |
( |
( |
|
|
Net cash inflow / (outflow) from operating activities |
|
( |
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Acquisition of subsidiary undertakings (net of cash acquired) |
- |
(10,134,773) |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from issue of ordinary shares |
- |
|
|
|
Proceeds from issuance of preference shares |
- |
|
|
|
Proceeds from bank borrowing draw downs |
- |
|
|
|
Repayment of bank borrowing |
( |
- |
|
|
Proceeds from draw downs of other loans |
- |
|
|
|
Repayment of other borrowing |
- |
( |
|
|
Payment of debt costs |
- |
( |
|
|
Net cash flows from financing activities |
( |
|
|
|
Net increase in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at 1 April |
|
- |
|
|
Cash and cash equivalents at 31 March |
3,903,834 |
2,560,926 |
|
Pine Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
|
Accounting policies |
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Going concern
In assessing the Group's going concern position, the directors have considered the current and forecast trading and financial position of the Group, in addition to the current liquidity and available bank facilities.
A refinancing was completed during March 2020, replacing a portion of the Group's loan notes with £5m senior facilities from Clydesdale Bank Plc plus a revolving facility of £1m.
The forecast profit and loss, balance sheet and cash flows indicate the Group will continue to remain within its loan facility including the covenant requirements and has sufficient funding to meet its liabilities as they fall due.
Based on the forecasts, the directors have a reasonable expectation that the Group has adequate resources to continue its operations for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2021.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Pine Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Parent Company profit
As permitted by section 480 of the Companies Act 2006, the Parent Company's statement of comprehensive income has not been included in these financial statements. The Group loss for the period includes a loss of £253,992 (2020 - £188,161) dealt with in the profit and loss account of the Parent Company.
Prior period errors
During the year, the directors reviewed other debtors in a subsidiary company in the prior period and identified that the balance was overstated due to a write off not being processed correctly. It was also identified that reserves and intercompany balances were not correctly stated.
|
Year ended 31 March 2020 |
||
|
£ |
||
|
Profit and loss account |
||
|
Corrections to other debtors |
28,978 |
|
|
Intercompany correction |
38,701 |
|
|
Reserves correction |
9,207 |
|
|
Decrease in profit for the financial period |
76,886 |
|
|
Balance sheet |
||
|
Decrease in debtors: Amounts falling due within one year |
(28,978) |
|
|
Increase in intercompany and related party balances |
(47,908) |
|
|
Decrease in net assets |
(76,886) |
Judgements and estimation uncertainties
No significant judgements have been made by management in preparing these financial statements. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the Group’s activities. Turnover is shown net of returns, rebates and discounts and after eliminating sales within the Group. The group recognises revenue when the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the group's activities.
Government grants
Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
Pine Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Leasehold properties |
Over the term of the lease |
|
Furniture, fittings and equipment |
25% of cost / 25% reducing balance |
|
Motor vehicles |
25% reducing balance / 25% straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
Straight line over 10 years |
Pine Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Pine Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Defined benefit pension obligation
A company within the group set up a defined benefit contribution scheme for certain employees in October 2010, following their transfer of employment to the company from an NHS trust. The scheme transactions and balances are considered not to be material and a full valuation has not been performed and accounted for in accordance with the requirements of FRS102.
In the current period there is no net cost to the company charged to the profit and loss account, as all employer contributions have been refunded by the previous employer of the employees for whom the scheme was established.
In subsequent accounting periods, if material, the cost of providing benefits under the defined benefit pension scheme plan will be determined in accordance with FRS102, using the projected unit method, which attributed entitlement to benefits to the current period (to determine current service cost) and to the current and prior periods (to determine the present value of defined benefit obligations) and will be based on actuarial advice. Past service costs will be recognised in the profit and loss account on a straight line basis over the vesting period or immediately if the benefits have vested. When a settlement or curtailment occurs, the change in the present value of the scheme liabilities and the fair value of the plan assets will reflect the gain or loss which is recognised in the profit and loss account. Losses will be measured at the date that the employer becomes demonstrably committed to the transaction and gains when all parties whose consent is required are irrevocably committed to the transaction.
The interest element of the defined benefit cost will represent the change in the present value of the scheme obligations relating from the passage of time, and will be determined by applying the discount rate to the opening present value of thee benefit obligation, taking into account material changes in the obligation during the year. The expected return on plan assets, adjusted for the effect on the fair value of plan assets of contributions received and benefits paid during the year. The difference between the expected return on plan assets and the interest costs will be recognised in the profit and loss account as other finance income or expenses.
Actuarial gains and losses will be recognised in full in the statement of recognised gains and losses in the period in which they occur.
The defined benefit pension liability in the balance sheet will comprise the present value of the defined obligation (using the discount rate based on high quality corporate bonds), less any past service cost not yet recognised and less the fair value of plan assets out of which the obligations are to be settled directly. Fair value will be based on market price information and in the case of quoted services will be the current bid price.
Pine Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Pine Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
|
Revenue |
The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2021 |
2020 |
|
|
CJRS government grants receivable |
|
- |
|
Operating profit |
Arrived at after charging
|
Year ended 31 March 2021 |
28 November 2018 to 31 March 2020 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Operating lease expense - property |
|
|
|
Operating lease expense - plant and machinery |
|
|
|
Exceptional items |
|
Year ended 31 March 2021 |
28 November 2018 to 31 March 2020 |
||
|
£ |
£ |
||
|
Other non-recurring expenditure |
27,774 |
64,007 |
|
|
Dilapidation and lease renewal fees |
41,626 |
67,935 |
|
|
Group refinancing costs |
- |
127,561 |
|
|
Professional fees |
- |
53,632 |
|
|
Staff settlement and redundancy costs |
155,952 |
39,103 |
|
|
Total |
225,352 |
352,238 |
|
Other interest receivable and similar income |
|
2021 |
2020 |
|
|
Interest income on bank deposits |
|
|
|
Interest payable and similar expenses |
|
2021 |
2020 |
|
|
Interest on bank borrowings |
|
|
|
Preference share dividends |
|
|
|
Debt costs amortisation |
|
|
|
Interest on loan notes |
|
|
|
|
|
Pine Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
|
Staff costs |
Group
The aggregate payroll costs (including directors' remuneration) were as follows:
|
Year ended 31 March 2021 |
28 November 2018 to 31 March 2020 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
Year ended 31 March 2021 |
28 November 2018 to 31 March 2020 |
|
|
Care staff |
|
|
|
Administration |
|
|
|
|
|
Company
The company incurred no staff costs and had no employees other than the directors.
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2021 |
2020 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
465,138 |
345,767 |
In respect of the highest paid director:
|
2021 |
2020 |
|
|
Remuneration |
|
|
|
Auditors' remuneration |
|
2021 |
2020 |
|
|
Audit of these financial statements |
24,400 |
32,000 |
|
Other fees to auditors |
||
|
All other non-audit services |
|
|
Audit fees stated above are for the group as a whole. Audit fees for Pine Topco Limited for the year was £2,000 (2020 - £2,000).
Pine Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
|
Taxation |
Tax charged/(credited) in the profit and loss account
|
Year ended 31 March 2021 |
28 November 2018 to 31 March 2020 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
|
|
|
159,177 |
19,385 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
( |
|
Tax expense/(receipt) in the income statement |
|
( |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK of
The differences are reconciled below:
|
2021 |
(As restated) |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Effect of revenues exempt from taxation |
- |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Deferred tax expense from unrecognised tax loss or credit |
|
- |
|
Tax decrease from effect of capital allowances and depreciation |
( |
( |
|
Tax decrease arising from group relief for losses brought forward |
( |
- |
|
Other tax effects for reconciliation between accounting profit and tax expense (income) |
|
|
|
Total tax charge/(credit) |
|
( |
Pine Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
|
Intangible assets |
Group
|
Goodwill |
|
|
Cost |
|
|
At 1 April 2020 and at 31 March 2021 |
|
|
Adjustments |
( |
|
At 31 March 2021 |
|
|
Amortisation |
|
|
At 1 April 2020 |
|
|
Amortisation charge |
|
|
At 31 March 2021 |
|
|
Carrying amount |
|
|
At 31 March 2021 |
|
|
At 31 March 2020 |
|
|
Tangible assets |
Group
|
Leasehold land and buildings |
Furniture, fittings and equipment |
Total |
|
|
Cost |
|||
|
At 1 April 2020 |
|
|
|
|
Additions |
|
|
|
|
At 31 March 2021 |
|
|
|
|
Depreciation |
|||
|
At 1 April 2020 |
|
|
|
|
Charge for the year |
|
|
|
|
At 31 March 2021 |
|
|
|
|
Carrying amount |
|||
|
At 31 March 2021 |
|
|
|
|
At 31 March 2020 |
|
|
|
Pine Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
|
Investments |
Company
|
2021 |
2020 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost and net book value |
|
|
At 1 April 2020 and 31 March 2021 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2021 |
2020 |
|||
|
Subsidiary undertakings |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
Subsidiary undertakings |
|
Pine Midco Limited* The principal activity of Pine Midco Limited* is |
|
Pine Bidco Limited The principal activity of Pine Bidco Limited is |
|
Aspirations Care Limited The principal activity of Aspirations Care Limited is |
|
Aspirations (Midlands) Limited The principal activity of Aspirations (Midlands) Limited is |
|
New Start Supported Housing The principal activity of New Start Supported Housing is |
*denotes investment held directly
New Start Supported Housing is an entity limited by guarantee. Pine Bidco Limited, and in turn Pine Topco Limited, has significant control over it.
Pine Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
|
Debtors |
|
Group |
Company |
|||
|
31 March 2021 |
(As restated) |
31 March 2021 |
31 March 2020 |
|
|
Trade debtors |
|
|
- |
- |
|
Amounts owed by group undertakings |
- |
- |
|
|
|
Other debtors |
|
|
- |
- |
|
Prepayments and accrued income |
|
|
- |
- |
|
Deferred tax assets |
- |
|
- |
- |
|
Directors loan account |
14,945 |
20,395 |
- |
- |
|
|
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
31 March 2021 |
(As restated) |
31 March 2021 |
31 March 2020 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
|
|
|
- |
|
|
Amounts owed to group undertakings |
- |
- |
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Other creditors |
|
|
- |
- |
|
|
Accruals and deferred income |
|
|
- |
- |
|
|
Corporation tax liability |
175,622 |
45,129 |
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Accruals |
|
|
- |
- |
|
|
15,873,388 |
15,175,515 |
3,145,713 |
2,889,074 |
||
Details of loans, including securities, are disclosed in note 18 to the financial statements.
Pine Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
|
Loans and borrowings |
|
Group |
Company |
|||
|
31 March |
2020 |
31 March |
2020 |
|
|
Current loans and borrowings |
||||
|
Bank borrowings |
|
|
- |
- |
|
Group |
Company |
|||
|
31 March |
2020 |
31 March |
2020 |
|
|
Non-current loans and borrowings |
||||
|
Bank borrowings |
|
|
- |
- |
|
Redeemable preference shares |
|
|
|
|
|
Other borrowings |
|
|
- |
- |
|
Accruals |
543,422 |
513,126 |
- |
- |
|
|
|
|
|
|
The bank loans and borrowings are secured by a charge over the assets and undertakings of each company in the group. Debt costs have been included of £84,000 (2020 - £105,000), with amortisation charged during the year of £21,000 (2020 - £nil). The debt costs are amortised over the term of the loan. The total gross bank loans included within the financial statements are £4,600,000 (2020 - £5,000,000). There are two bank loan facilities. Facility A is repayable quarterly, with final payment due in March 2025. Facility B has a bullet repayment due in March 2025.
The preference shares were issued at a premium of 99p per share. They have no fixed redemption date but are redeemable under certain conditions, have no voting rights except in certain circumstances, have rights to a 9% preferred return per annum subject to certain conditions and rank in preference to the ordinary A and B shares on a return of capital. Further details on these rights are included in the Articles of Association. The preference shares above are inclusive of the accrued preferred return of £445,713 (2020 - £189,074).
Included in the analysis of other loans is £8,081,679 (2020 - £7,278,315) of unsecured loan notes, falling due for repayment in 2026. Interest is charged at 9% per annum (increased to 12.5% from October 2020 on the bridging loan notes only) and will be repaid in full along with the principal amounts in 2026. Debt costs have been included of £151,593 (2020 - £180,531), with amortisation during the year of £28,938 (2020 - £14,469). These will continue to be amortised over the term of the loans, therefore the total gross loan notes included within the financial statements are £8,219,846 (2020 - £7,458,846). The loan notes are unsecured.
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Pine Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
|
Share capital |
Allotted, called up and fully paid shares
|
31 March 2021 |
31 March 2020 |
|||
|
No. |
£ |
No. |
£ |
|
|
Ordinary A shares of £0.01 each |
750,000 |
7,500 |
750,000 |
7,500 |
|
Ordinary B shares of £0.01 each |
190,000 |
1,900 |
190,000 |
1,900 |
|
Preference shares of £1 each |
2,700,000 |
2,700,000 |
2,700,000 |
2,700,000 |
|
3,640,000 |
2,709,400 |
3,640,000 |
2,709,400 |
|
The ordinary A and B shares and preference shares rank pari passu in all respects other than as detailed in the Company's Articles of Association.
For further details on the preference shares, see note 18 and the Company's Articles of Association.
|
Obligations under operating leases |
Group
Operating leases - land and buildings
The total of future minimum lease payments is as follows:
|
2021 |
2020 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
|
Related party transactions |
The Group has issued loan notes with a nominal value of £5,560,700 (2020 - £5,051,700) to Elysian Capital II LP and £348,300 (2020 - £348,300) to Elysian Capital Executive Management LP. The loan notes bear interest at 9% compounded per annum. The Group and Elysian Capital LLP are related parties due to the existence of common members / directorships and because the private equity funds Elysian Capital II LP and Elysian Capital Executive Management LP, which are managed by Elysian Capital LLP, own a controlling interest in Pine Topco Limited. Total interest incurred during the year was £486,399 and £33,535 respectively.
The Group has issued loan notes with a nominal value of £2,178,050 (2020 - £1,926,050) to Elysian Capital II LP and £132,796 (2020 - £132,796) to Elysian Capital Executive Management LP. The loan notes bear interest at 12.5% per annum compounded annually (formerly 9% per annum). Total interest incurred during the year was £241,297 and £16,636 respectively.
During the year, the group incurred monitoring fees of £60,000 (2020 - £45,666) to Elysian Capital LLP. The total monitoring fees owing at 31 March 2021 amounted to £nil (2020 - £45,666).
|
Parent and ultimate parent undertaking |
The Company and Group is controlled by Elysian Capital II LP, incorporated in England and Wales, on the basis that it holds a controlling interest in the voting rights of Pine Topco Limited. The smallest and largest group in which the results of the Company are consolidated is that headed by itself.
Pine Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
|
Analysis of changes in net debt |
Group
|
At 28 November 2018 |
Cash flows |
Non cash movements |
At 31 March 2020 |
||||
|
£ |
£ |
£ |
£ |
||||
|
Cash and cash equivalents |
- |
2,560,926 |
- |
2,560,926 |
|||
|
Borrowings |
|||||||
|
Due within one year |
- |
- |
(400,000) |
(400,000) |
|||
|
Due greater than one year |
|||||||
|
Loan notes |
- |
(7,018,845) |
(259,470) |
(7,278,315) |
|||
|
Preference shares |
- |
(2,700,000) |
(189,074) |
(2,889,074) |
|||
|
Bank loans |
- |
(4,895,000) |
400,000 |
(4,495,000) |
|||
|
- |
(14,613,845) |
(448,544) |
(15,062,389) |
||||
|
Total net debt |
- |
(12,052,919) |
(448,544) |
(12,501,463) |
|
At 1 April 2020 |
Financing cash flows |
Other non-cash changes |
At 31 March 2021 |
|
|
Cash and cash equivalents |
||||
|
Cash |
2,560,926 |
1,342,908 |
- |
3,903,834 |
|
Borrowings |
||||
|
Short term bank loans |
(400,000) |
400,000 |
(400,000) |
(400,000) |
|
Long term bank loans |
(4,495,000) |
- |
379,000 |
(4,116,000) |
|
Loan notes |
(7,278,315) |
- |
(789,938) |
(8,068,253) |
|
Preference shares |
(2,889,074) |
- |
(256,639) |
(3,145,713) |
|
(15,062,389) |
400,000 |
(1,067,577) |
(15,729,966) |
|
|
( |
|
( |
( |
|