Lovett Care Holdings Limited - Limited company accounts 20.1

Lovett Care Holdings Limited - Limited company accounts 20.1


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REGISTERED NUMBER: 12113398 (England and Wales)














Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2020

for

Lovett Care Holdings Limited

Lovett Care Holdings Limited (Registered number: 12113398)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2020




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Profit and Loss Account 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 19


Lovett Care Holdings Limited


Company Information
for the Year Ended 31 December 2020







DIRECTORS: C Cook
L A Bedson





REGISTERED OFFICE: Hilton House
Hilton Road
Stoke-on-Trent
Staffordshire
ST4 6QZ





REGISTERED NUMBER: 12113398 (England and Wales)





AUDITORS: Thompson Wright Limited
Chartered Accountants
and Statutory Auditors
Ebenezer House
Ryecroft
Newcastle under Lyme
Staffordshire
ST5 2BE

Lovett Care Holdings Limited (Registered number: 12113398)


Group Strategic Report
for the Year Ended 31 December 2020

The directors present their strategic report of the company and the group for the year ended 31 December 2020.

REVIEW OF BUSINESS
The financial statements show that the group has continued with its expansion plan despite the difficulties arising from operating and trading in a Covid-19 climate.

The group acquisition plan proceeded part way through the year with the opening of Twyford House in July 2020 and the acquisition of Charlotte House and Parkland Regency in December 2020. However, this has meant that the group has not yielded the benefits of a full years trading for these acquisitions.

Post year end the group has continued with its expansion plan, entering into a contract to acquire a further four care homes.

The directors consider the following to be KPIs;

2020 2019
EBITDA 583,072 771,024
Debtors days 13.65 20.07
Gearing 82.71% 79.27%

PRINCIPAL RISKS AND UNCERTAINTIES
Market Risk
The directors are constantly monitoring both the quality and cost of the care the group provides as well as closely monitoring the competition, to minimise the market risk.

Financial Risks
The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

The policy throughout the period has been to maintain liquid funds at the bank and avoid incurring overdraft interest whilst also funding the repayment of loan obligations.

The maturity of borrowings is set out in note 15 to the financial statements.

Under the terms of the loan facility, the group currently has access to further funds for use as and when is necessary.

Credit Risk
The principal credit risk arises from its trade debtors. To manage credit risk, the directors set limits for its customers based on experience and individual circumstances of the residents. During 2019, credit risk exposure was spread over many residents.

Covid-19
As at the date of signing the accounts, the world is continuing to fight against the Covid-19 virus. The ongoing impact of the virus cannot yet be measured.

Management are taking steps to steer the business through the pandemic in these unprecedented times which the care sector is at the forefront. The board are updated by the operational teams daily about the virus and are working with key suppliers to mitigate any shortage in supply of food, medicine and PPE.

To date however, occupancy rates have remained stable, death rates are no different to our historic rates and the business has received a request from the NHS to block book beds in its third home.

Based on the above and the indications from the sector on the impact of the virus the Directors believe that it remains appropriate to prepare the financial statements on a going concern basis


Lovett Care Holdings Limited (Registered number: 12113398)


Group Strategic Report
for the Year Ended 31 December 2020

FUTURE DEVELOPMENTS
Looking to the future, the directors want to maintain appropriate investment levels in the company to maintain and secure the group's position in the market. The directors closely monitor the market place to ensure that the group can deliver the best care at the best prices.

ON BEHALF OF THE BOARD:





L A Bedson - Director


21 May 2021

Lovett Care Holdings Limited (Registered number: 12113398)


Report of the Directors
for the Year Ended 31 December 2020

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2020.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of the care and well-being of persons requiring 24 hour care, excluding nursing provision over the age of 55.

DIVIDENDS
The total distribution of dividends for the year ended 31 December 2020 will be £ 335,079 .

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
C Cook has held office during the whole of the period from 1 January 2020 to the date of this report.

Other changes in directors holding office are as follows:

L A Bedson - appointed 1 January 2020

C Scarlett , L Stringfellow and Ms R L Scarlett ceased to be directors after 31 December 2020 but prior to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT
Future developments and principal risks and uncertainties are disclosed in the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Lovett Care Holdings Limited (Registered number: 12113398)


Report of the Directors
for the Year Ended 31 December 2020


AUDITORS
The auditors, Thompson Wright Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





L A Bedson - Director


21 May 2021


Report of the Independent Auditors to the Members of
Lovett Care Holdings Limited

Opinion
We have audited the financial statements of Lovett Care Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2020 which comprise the Consolidated Profit and Loss Account, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 of the parent company affairs as at 31 December 2020 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 Auditors' 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 directors' 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are 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 in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.


Report of the Independent Auditors to the Members of
Lovett Care Holdings Limited


Opinions on other matters 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 four, 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 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.


Report of the Independent Auditors to the Members of
Lovett Care Holdings Limited


Auditors' 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 a Report of the Auditors 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the care home industry;

-we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, and health and safety legislation as well as regulations enforced by the Care Quality Commission;

-we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

-making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-performed analytical procedures to identify any unusual or unexpected relationships;

-tested journal entries to identify unusual transactions;

-assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-agreeing financial statement disclosures to underlying supporting documentation;



Report of the Independent Auditors to the Members of
Lovett Care Holdings Limited

-reading the minutes of meetings of those charged with governance;

-enquiring of management as to actual and potential litigation and claims; and

-reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.




Jeremy Bostock BA BFP FCA (Senior Statutory Auditor)
for and on behalf of Thompson Wright Limited
Chartered Accountants
and Statutory Auditors
Ebenezer House
Ryecroft
Newcastle under Lyme
Staffordshire
ST5 2BE

21 May 2021

Lovett Care Holdings Limited (Registered number: 12113398)


Consolidated Profit and Loss Account
for the Year Ended 31 December 2020

Period
1.3.19
Year Ended to
31.12.20 31.12.19
Notes £    £   

TURNOVER 3,328,230 2,392,666

Cost of sales 217,900 107,378
GROSS PROFIT 3,110,330 2,285,288

Administrative expenses 3,474,532 1,842,431
OPERATING (LOSS)/PROFIT 4 (364,202 ) 442,857

Interest receivable and similar income 12,877 11,110
(351,325 ) 453,967

Interest payable and similar expenses 5 1,654,607 416,887
(LOSS)/PROFIT BEFORE TAXATION (2,005,932 ) 37,080

Tax on (loss)/profit 6 56,342 41,786
LOSS FOR THE FINANCIAL YEAR (2,062,274 ) (4,706 )
Loss attributable to:
Owners of the parent (2,062,274 ) (4,706 )

Lovett Care Holdings Limited (Registered number: 12113398)


Consolidated Other Comprehensive Income
for the Year Ended 31 December 2020

Period
1.3.19
Year Ended to
31.12.20 31.12.19
Notes £    £   

LOSS FOR THE YEAR (2,062,274 ) (4,706 )


OTHER COMPREHENSIVE INCOME
Revaluation of land and buildings 3,412,792 1,897,555
Income tax relating to other comprehensive
income

(522,898

)

(283,000

)
OTHER COMPREHENSIVE INCOME FOR THE
YEAR, NET OF INCOME TAX

2,889,894

1,614,555
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

827,620

1,609,849

Total comprehensive income attributable to:
Owners of the parent 827,620 1,609,849

Lovett Care Holdings Limited (Registered number: 12113398)


Consolidated Balance Sheet
31 December 2020

2020 2019
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 1,467,530 -
Tangible assets 10 27,541,284 8,785,650
Investments 11 - -
29,008,814 8,785,650

CURRENT ASSETS
Debtors 12 1,414,867 1,539,922
Cash at bank and in hand 2,342,202 12,508,860
3,757,069 14,048,782
CREDITORS
Amounts falling due within one year 13 953,232 556,003
NET CURRENT ASSETS 2,803,837 13,492,779
TOTAL ASSETS LESS CURRENT LIABILITIES 31,812,651 22,278,429

CREDITORS
Amounts falling due after more than one
year

14

(27,100,023

)

(18,100,023

)

PROVISIONS FOR LIABILITIES 19 (1,017,166 ) (452,587 )
NET ASSETS 3,695,462 3,725,819

CAPITAL AND RESERVES
Called up share capital 20 204 204
Non distributable retained
earnings 21 4,540,124 2,260,009
Merger reserve 21 (170,241 ) (170,241 )
Retained earnings 21 (674,625 ) 1,635,847
SHAREHOLDERS' FUNDS 3,695,462 3,725,819

The financial statements were approved by the Board of Directors and authorised for issue on 21 May 2021 and were signed on its behalf by:





L A Bedson - Director


Lovett Care Holdings Limited (Registered number: 12113398)


Company Balance Sheet
31 December 2020

2020 2019
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 170,445 170,445
170,445 170,445

CREDITORS
Amounts falling due within one year 13 170,218 170,218
NET CURRENT LIABILITIES (170,218 ) (170,218 )
TOTAL ASSETS LESS CURRENT LIABILITIES 227 227

CREDITORS
Amounts falling due after more than one
year

14

23

23
NET ASSETS 204 204

CAPITAL AND RESERVES
Called up share capital 20 204 204
SHAREHOLDERS' FUNDS 204 204

Company's profit for the financial year 335,079 112,205

The financial statements were approved by the Board of Directors and authorised for issue on 21 May 2021 and were signed on its behalf by:





L A Bedson - Director


Lovett Care Holdings Limited (Registered number: 12113398)


Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2020

Non
Called up distributable
share Retained retained Merger Total
capital earnings earnings reserve equity
£    £    £    £    £   

Balance at 1 March 2019 204 2,244,340 965,767 - 3,210,311

Changes in equity
Dividends - (641,000 ) - - (641,000 )
Total comprehensive income - (4,706 ) 1,614,555 (170,241 ) 1,439,608
Excess depreciation over
depreciation on historical
cost - 37,213 (37,213 ) - -
Deferred taxation - - (283,100 ) - (283,100 )
Balance at 31 December 2019 204 1,635,847 2,260,009 (170,241 ) 3,725,819

Changes in equity
Dividends - (335,079 ) - - (335,079 )
Total comprehensive income - (2,062,274 ) 2,889,894 - 827,620
Excess depreciation over
depreciation on historical
cost - 86,881 (86,881 ) - -
Deferred taxation - - (522,898 ) - (522,898 )
Balance at 31 December 2020 204 (674,625 ) 4,540,124 (170,241 ) 3,695,462

Lovett Care Holdings Limited (Registered number: 12113398)


Company Statement of Changes in Equity
for the Year Ended 31 December 2020

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 204 - 204
Dividends - (112,205 ) (112,205 )
Total comprehensive income - 112,205 112,205
Balance at 31 December 2019 204 - 204

Changes in equity
Dividends - (335,079 ) (335,079 )
Total comprehensive income - 335,079 335,079
Balance at 31 December 2020 204 - 204

Lovett Care Holdings Limited (Registered number: 12113398)


Consolidated Cash Flow Statement
for the Year Ended 31 December 2020

Period
1.3.19
Year Ended to
31.12.20 31.12.19
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,387,012 (499,589 )
Interest paid (1,654,607 ) (416,887 )
Tax paid (162,278 ) (59,463 )
Net cash from operating activities (429,873 ) (975,939 )

Cash flows from investing activities
Purchase of tangible fixed assets (9,223,490 ) (581,838 )
Purchase of fixed asset investments (859,338 ) -
Group reconstruction - (170,241 )
Interest received 12,877 11,110
Net cash from investing activities (10,069,951 ) (740,969 )

Cash flows from financing activities
New loans in year 9,000,000 18,100,000
Loan repayments in year (8,330,379 ) (3,805,579 )
Amount introduced by directors - 651,000
Amount withdrawn by directors (1,376 ) (353,390 )
Issue of preference shares - 23
Equity dividends paid (335,079 ) (641,000 )
Net cash from financing activities 333,166 13,951,054

(Decrease)/increase in cash and cash equivalents (10,166,658 ) 12,234,146
Cash and cash equivalents at beginning of
year

2

12,508,860

274,714

Cash and cash equivalents at end of year 2 2,342,202 12,508,860

Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2020

1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
Period
1.3.19
Year Ended to
31.12.20 31.12.19
£    £   
(Loss)/profit before taxation (2,005,932 ) 37,080
Depreciation charges 731,582 190,613
Finance costs 1,654,607 416,887
Finance income (12,877 ) (11,110 )
367,380 633,470
Decrease/(increase) in trade and other debtors 468,377 (1,230,106 )
Increase in trade and other creditors 551,255 97,047
Cash generated from operations 1,387,012 (499,589 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2020
31.12.20 1.1.20
£    £   
Cash and cash equivalents 2,342,202 12,508,860
Period ended 31 December 2019
31.12.19 1.3.19
£    £   
Cash and cash equivalents 12,508,860 274,714


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.1.20 Cash flow At 31.12.20
£    £    £   
Net cash
Cash at bank and in hand 12,508,860 (10,166,658 ) 2,342,202
12,508,860 (10,166,658 ) 2,342,202
Debt
Debts falling due after 1 year (18,100,023 ) (9,000,000 ) (27,100,023 )
(18,100,023 ) (9,000,000 ) (27,100,023 )
Total (5,591,163 ) (19,166,658 ) (24,757,821 )

Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2020

4. ACQUISITION OF BUSINESS

During the year, the group made a series of acquisitions.

On 17th July 2020, the group acquired 100% of the issued share capital of Linley Point Limited for a total consideration of £683,754.

On 17th September 2020, the group also acquired 100% of the share capital in Parkland Regency Care Limited and Charlotte House Limited for a total consideration of £175,584.

At the same time the group also acquired the assets and the trade of two care homes for a combined value of £8,050,000.

The following table summarises the consideration paid by the group, the fair value of the assets acquired and the liabilities assumed.

Linley Point Limited

Consideration at 17th July 2020


£
Cash 450,321
Incidental costs 233,433
Net cash outflow 683,754

Recognised amounts of identifiable assets acquired and liabilities assumed

£
Fixed assets 7,710,774
Debtors 357,322
Creditors (8,839,347 )
Total identified net liabilities (771,251 )
Goodwill 1,455,005
Net cash outflow 683,754




Parkland Regency Care Limited and Charlotte House Limited

Consideration at 17th September 2020

£
Cash 200
Incidental costs 175,384
Net cash outflow 175,584

Goodwill 175,584


Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2020

1. STATUTORY INFORMATION

Lovett Care Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).



2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Going concern

At the Balance Sheet date, the country was still in lockdown caused by the global COVID-19 pandemic. Since that date the country has made significant steps forward with the vaccination programme and unlocking certain restrictions however, the future post lockdown is still uncertain. At the time of signing these accounts, the directors have considered the impact of COVID-19 on the business and have revised their forecasts accordingly. As with the vast majority of other businesses around the world, the directors will monitor the situation closely and will take whatever measures they can to protect the group. At the time of signing the accounts, the forecasts indicate that the group will continue to trade for a period of at least 12 months. On this basis, the directors have prepared these financial statements on a going concern basis.

Basis of consolidation
The group financial statements consolidate the financial statements of the limited company and its
subsidiary and its associate undertakings.

Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control and continue to be consolidated until the date that such control ceases.

Subsidiaries are included in the consolidated financial statements on the acquisition basis whilst associates are included using the equity method.

Group reconstructions are included in the consolidated financial statements using the merger basis

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2020

2. ACCOUNTING POLICIES - continued

Critical accounting judgements and key sources of estimation uncertainty
In the application of the group's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Sources of estimation uncertainty

Valuation of land and buildings

As described in the notes to the financial statements, land and buildings are stated at fair value based on the valuation performed by an independent professional valuer Knight Frank with recent experience in the location and category of property valued. The valuer used observable market prices adjusted as necessary for any difference in the future, location or condition of the specific asset.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is attributable to the principle activity of the group being the care and well-being of persons requiring 24 hour care, excluding nursing provision over the age of 55 which is carried out entirely within the United Kingdom.

Turnover represents net invoiced sales of services.

Revenue is recognised as the company becomes entitled to consideration for the services supplied. Therefore, turnover also includes the element of services supplied but not yet invoiced..

Goodwill
Goodwill being the amount paid in connection with the acquisition of businesses in 2010 and 2020, is being amortised evenly over its estimated useful life of 10 years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2020

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - 2% on cost
Fixtures and fittings - 15% on reducing balance
Computer equipment - 30% on reducing balance

Land and buildings held and used in the group's own activities for the supply of services or for administrative purposes are stated in the statement of financial position at their revalued amounts. The revalued amounts equate to the fair value at the date of revaluation, less any depreciation or impairment losses subsequently accumulated. Revaluations are carried out regularly so that the carrying amounts do not materially differ from using the fair value at the date of the statement of financial position.

Any revaluation increase or decrease on land and buildings is credited to the non distributable retained earnings.

Once a revalued property is sold or retired any attributable revaluation surplus that is remaining in the non distributable retained earnings reserve is transferred to retained earnings. No transfer is made from the non distributable retained earnings reserve to retained earnings unless an asset is derecognised, other than for depreciation in excess of the historical depreciation charge.

Financial instruments
The group has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including trade and other debtors, and cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

(ii) Financial liabilities

Basic financial liabilities, including trade and other creditors and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as creditors due after more than one year. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.


Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2020

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Investments
Investments in shares are included at fair value.

3. EMPLOYEES AND DIRECTORS
Period
1.3.19
Year Ended to
31.12.20 31.12.19
£    £   
Wages and salaries 2,117,282 1,025,837
Social security costs 95,402 58,284
Other pension costs 53,431 28,382
2,266,115 1,112,503

Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2020

3. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
Period
1.3.19
Year Ended to
31.12.20 31.12.19

Directors 6 4
Administration staff 5 2
Managers 8 5
Carers 257 80
276 91

Period
1.3.19
Year Ended to
31.12.20 31.12.19
£    £   
Directors' remuneration 148,032 21,476
Directors' pension contributions to money purchase schemes 35,814 15,000

4. OPERATING (LOSS)/PROFIT

The operating loss (2019 - operating profit) is stated after charging:

Period
1.3.19
Year Ended to
31.12.20 31.12.19
£    £   
Hire of plant and machinery 14,871 36,401
Depreciation - owned assets 568,523 188,863
Goodwill amortisation 163,059 1,750
Auditors' remuneration 32,400 18,266
Auditors' remuneration for non audit work - 1,440

5. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1.3.19
Year Ended to
31.12.20 31.12.19
£    £   
Bank loan interest 1,654,607 416,350
Corporation tax interest - 537
1,654,607 416,887

Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2020

6. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
Period
1.3.19
Year Ended to
31.12.20 31.12.19
£    £   
Current tax:
UK corporation tax - 35,690
Prior year adjustment 660 -
Total current tax 660 35,690

Deferred tax 55,682 6,096
Tax on (loss)/profit 56,342 41,786

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period
1.3.19
Year Ended to
31.12.20 31.12.19
£    £   
(Loss)/profit before tax (2,005,932 ) 37,080
(Loss)/profit multiplied by the standard rate of corporation tax in the UK
of 19% (2019 - 19%)

(381,127

)

7,045

Effects of:
Expenses not deductible for tax purposes 123,697 34,741
Depreciation in excess of capital allowances 14,000 -
Unutilised losses carried forward 428,672 -
Utilisation of losses bought forward (3 ) -
Pre acquisition losses (129,557 ) -
Adjustment to tax in respect of prior periods 660 -
Total tax charge 56,342 41,786

Tax effects relating to effects of other comprehensive income

2020
Gross Tax Net
£    £    £   
Revaluation of land and buildings 3,412,792 (522,898 ) 2,889,894


Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2020

6. TAXATION - continued
1.3.19 to 31.12.19
Gross Tax Net
£    £    £   
Revaluation of land and buildings 1,897,555 (283,000 ) 1,614,555
Merger reserve (170,241 ) - (170,241 )
1,727,314 (283,000 ) 1,444,314

7. INDIVIDUAL PROFIT AND LOSS ACCOUNT

As permitted by Section 408 of the Companies Act 2006, the Profit and loss account of the parent company is not presented as part of these financial statements.


8. DIVIDENDS
Period
1.3.19
Year Ended to
31.12.20 31.12.19
£    £   
A Ordinary shares of £1 each
Interim 117,235 246,000
B Ordinary shares of £1 each
Interim 102,352 227,000
C Ordinary shares of £1 each
Interim 115,492 168,000
335,079 641,000

9. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 January 2020 30,000
Additions 1,630,589
At 31 December 2020 1,660,589
AMORTISATION
At 1 January 2020 30,000
Amortisation for year 163,059
At 31 December 2020 193,059
NET BOOK VALUE
At 31 December 2020 1,467,530
At 31 December 2019 -

Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2020

10. TANGIBLE FIXED ASSETS

Group
Fixtures
Freehold and Computer
property fittings equipment Totals
£    £    £    £   
COST OR VALUATION
At 1 January 2020 8,572,837 740,432 64,832 9,378,101
Additions 16,347,902 587,299 71,899 17,007,100
Revaluations 2,752,098 - - 2,752,098
Reclassification/transfer (572,837 ) - - (572,837 )
At 31 December 2020 27,100,000 1,327,731 136,731 28,564,462
DEPRECIATION
At 1 January 2020 137,796 423,064 31,591 592,451
Charge for year 487,975 61,250 19,298 568,523
Revaluation adjustments (137,796 ) - - (137,796 )
At 31 December 2020 487,975 484,314 50,889 1,023,178
NET BOOK VALUE
At 31 December 2020 26,612,025 843,417 85,842 27,541,284
At 31 December 2019 8,435,041 317,368 33,241 8,785,650

Cost or valuation at 31 December 2020 is represented by:

Fixtures
Freehold and Computer
property fittings equipment Totals
£    £    £    £   
Valuation in 2020 3,356,156 - - 3,356,156
Cost 23,743,844 1,327,731 136,731 25,208,306
27,100,000 1,327,731 136,731 28,564,462

If freehold land and buildings had not been revalued they would have been included at the following historical cost:

2020 2019
£    £   
Cost 21,520,739 6,353,111
Aggregate depreciation 424,313 639,017

Value of land in freehold land and buildings 2,070,062 30,000

Freehold land and buildings were valued on an open market basis basis on 31 December 2020 by Frank Knight .

Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2020

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2020
and 31 December 2020 170,445
NET BOOK VALUE
At 31 December 2020 170,445
At 31 December 2019 170,445

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Lovett Care Limited
Registered office: Hilton Road, Stoke On Trent, Staffordshire, ST4 6QZ
Nature of business: holding investments
%
Class of shares: holding
Ordinary A, B and C 100.00
2020 2019
£    £   
Aggregate capital and reserves 2,962,896 2,683,870
(Loss)/profit for the year/period (573,946 ) 89,478

Hilton House Care Limited
Registered office: Hilton Road, Stoke On Trent, Staffordshire, ST4 6QZ
Nature of business: Residential care
%
Class of shares: holding
Ordinary 100.00
2020 2019
£    £   
Aggregate capital and reserves 211,160 884,370
Profit for the year/period 578,790 436,646

Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2020

11. FIXED ASSET INVESTMENTS - continued

Goldendale House Limited
Registered office: Hilton Road, Stoke On Trent, Staffordshire, ST4 6QZ
Nature of business: Residential care
%
Class of shares: holding
Ordinary 100.00
2020 2019
£    £   
Aggregate capital and reserves 142,936 481,481
Profit for the year/period 411,455 266,966

Linley Point Limited
Registered office: Hilton House, Hilton road, Stoke On Trent, Staffordshire, ST4 6QZ
Nature of business: Holding investment property
%
Class of shares: holding
Ordinary A,B,C,D & E 100.00
2020
£   
Aggregate capital and reserves 859,755
Loss for the year (91,819 )

Charlotte House Limited
Registered office: Hilton House, Hilton road, Stoke On Trent, Staffordshire, ST4 6QZ
Nature of business: Residential care
%
Class of shares: holding
Ordinary 100.00
2020
£   
Aggregate capital and reserves (7,359 )
Loss for the year (7,459 )

Parkland Regency Care Limited
Registered office: Hilton House, Hilton road, Stoke On Trent, Staffordshire, ST4 6QZ
Nature of business: Residential care
%
Class of shares: holding
Ordinary 100.00
2020
£   
Aggregate capital and reserves (29,416 )
Loss for the year (29,516 )

Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2020

11. FIXED ASSET INVESTMENTS - continued

Twyford House Care Limited
Registered office: Hilton House, Hilton road, Stoke On Trent, Staffordshire, ST4 6QZ
Nature of business: Residential care
%
Class of shares: holding
Ordinary 100.00
2020
£   
Aggregate capital and reserves (378,623 )
Loss for the year (378,624 )


12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2020 2019
£    £   
Trade debtors 124,160 156,941
Other debtors 142,454 134,125
Prepayments and accrued income 1,148,253 1,248,856
1,414,867 1,539,922

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2020 2019 2020 2019
£    £    £    £   
Trade creditors 228,783 81,523 - -
Amounts owed to group undertakings - - 170,218 170,218
Tax - 161,618 - -
Social security and other taxes 32,852 22,053 - -
Other creditors 90,035 128,874 - -
Directors' current accounts - 1,376 - -
Accruals and deferred income 601,562 160,559 - -
953,232 556,003 170,218 170,218

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
2020 2019 2020 2019
£    £    £    £   
Bank loans (see note 15) 27,100,000 18,100,000 - -
Preference shares (see note 15) 23 23 23 23
27,100,023 18,100,023 23 23

Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2020

15. LOANS

An analysis of the maturity of loans is given below:

Group Company
2020 2019 2020 2019
£    £    £    £   
Amounts falling due between two and five years:
Bank loans - 2-5 years 27,100,000 - - -
Amounts falling due in more than five years:
Repayable otherwise than by instalments
Bank loans more 5 yrs non-inst - 18,100,000 - -
Preference shares 23 23 23 23
23 18,100,023 23 23

Details of shares shown as liabilities are as follows:

Allotted, issued and fully paid:
Number: Class: Nominal 2020 2019
value: £    £   
23 Preference £1 23 23

16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2020 2019
£    £   
Between one and five years 108,807 76,566
In more than five years 151,711 86,359
260,518 162,925

17. SECURED DEBTS

The following secured debts are included within creditors:

Group
2020 2019
£    £   
Bank loans 27,100,000 18,100,000

The loan is secured by charges created on 21st August 2019 and 10th September 2019 by Tempus holdings 61 S.A.R.L. over the freehold property, shares and intercompany debt of the group.

Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2020

18. FINANCIAL INSTRUMENTS

31.12.20 31.12.19
£ £
Financial instruments that are debt instruments measured at cost:
Trade debtors 124,160 156,941
Financial instruments that are measured at amortised cost:
Cash at bank and in hand 2,342,202 12,508,860
Financial liabilities measured at amortised cost:
Bank loans 27,100,000 18,100,000
Trade creditors 228,783 81,522
Directors' current accounts - 1,376
Preference shares 23 23

19. PROVISIONS FOR LIABILITIES

Group
2020 2019
£    £   
Deferred tax
Accelerated capital allowances 33,061 (8,620 )
Other timing differences 984,105 461,207
1,017,166 452,587

Group
Deferred
tax
£   
Balance at 1 January 2020 452,587
Charge to Profit and Loss Account during year 41,681
Non distributable retained
earnings 522,898
Balance at 31 December 2020 1,017,166

Group deferred taxation consists of £984,105 (31st December 2019 £461,207) relating to non distributable retained earnings and £33,061 (31st December 2019 asset £8,620) relating to accelerated capital allowances.

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2020 2019
value: £    £   
68 A Ordinary £1 68 68
68 B Ordinary £1 68 68
68 C Ordinary £1 68 68
204 204

Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2020

21. RESERVES

Group
Non
distributable
Retained retained Merger
earnings earnings reserve Totals
£    £    £    £   

At 1 January 2020 1,635,847 2,260,009 (170,241 ) 3,725,615
Deficit for the year (2,062,274 ) (2,062,274 )
Dividends (335,079 ) (335,079 )
Revaluation - 2,889,894 - 2,889,894
Excess depreciation over
depreciation on historical
cost 86,881 (86,881 ) - -
Deferred taxation - (522,898 ) - (522,898 )
At 31 December 2020 (674,625 ) 4,540,124 (170,241 ) 3,695,258

Company
Retained
earnings
£   

Profit for the year 335,079
Dividends (335,079 )
At 31 December 2020 -


22. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the year ended 31 December 2020 and the period ended 31 December 2019:

2020 2019
£    £   
C Scarlett
Balance outstanding at start of year (651 ) 92,595
Amounts advanced - 162,754
Amounts repaid 651 (256,000 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year - (651 )

Lovett Care Holdings Limited (Registered number: 12113398)


Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2020

22. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES - continued

L Stringfellow
Balance outstanding at start of year (680 ) 74,157
Amounts advanced - 93,163
Amounts repaid 680 (168,000 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year - (680 )

Ms R L Scarlett
Balance outstanding at start of year (45 ) 129,482
Amounts advanced - 97,473
Amounts repaid 45 (227,000 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year - (45 )

23. RELATED PARTY DISCLOSURES

During the year, total dividends of £335,079 (2019 - £641,000) were paid to the directors .

Tempus Holdings 62 S.a.r.l.
Preference shareholder

Interest charged during the year £728,088 (2019 £416,350)

2020 2019
£    £   
Amount due to related party at the balance sheet date 27,000,000 18,100,000

24. POST BALANCE SHEET EVENTS

On 1st April 2021, the group entered into a contingent contract to dispose of the trade of Goldendale Care Limited as well as the associated property.

The group entered into a contingent contract on 1st April 2021 to acquire the assets and trade of a further four care homes, funded through additional debt.

25. ULTIMATE CONTROLLING PARTY

The controlling parties are the directors/shareholders.