CareTech Holdings PLC Annual Report and Accounts 2021
CareTech Holdings PLC
5th Floor
Metropolitan House
3 Darkes Lane
Potters Bar
Hertfordshire
EN6 1AG
Tel: 01707 601800
www.caretech-uk.com
CareTech Holdings PLC /
Annual Report and Accounts 2021
Operational Highlights
COVEBERRY
In November 2020, we completed the
transfer to the CareTech Group of seven
services previously operated by The
Huntercombe Group. This broadens our
Adults Specialist Service pathway by adding
highly specialised facilities for the treatment
of adults with complex learning disabilities,
autism and mental health diagnoses.
ACQUISITION
OF SMARTBOX
In October 2020, we acquired Smartbox,
a maiden investment for the Group’s Digital
investment strategy. Smartbox is a global
provider of augmentative and assistive
technology for people with disabilities.
In joining CareTech, Smartbox technology
extends our Care Pathway enabling us to
deliver blended care and technology solutions
to our service users in the UK, shaping a
new market for this technology in social care,
while supporting Smartbox’s growth around
the world.
ACQUISITION
OF REHAVISTA
In November 2021, we acquired REHAVISTA’s
reach and expertise which is unparalleled in
Germany, and estimated to be the second
largest funded AAC market globally after
the USA. With its deep knowledge of assistive
technology and established routes to
market, this acquisition provides a significant
opportunity for Smartbox to expand the
products and services available in Germany,
expanding on the existing partnership
between Smartbox and REHAVISTA, and
across Smartbox’s global customer base,
which spans more than 30 languages and
45 distributors.
QUALITY (‘CQC’)
CAPACITY
CHILDREN’S SERVICES
EMPLOYEE RETENTION
ADULTS SERVICES
FOSTER CARE
QUALITY (OFSTED)
86%
(2020: 91%)
4,979places
(2020: 4,984 places)
2,000places
(2020: 1,959 places)
71%
(2020: 75%)
2,104places
(2020: 1,997 places)
875places
(2020: 1,028 places)
80%
(2020: 82%)
CareTech Holdings PLC / Annual Report and Accounts 2021
REVENUE
£489.1m
Increased by 13.8% (2020: £430m)
UNDERLYING PROFIT
BEFORE TAX (I)
£68.3m
Increased by 14.6% (2020: £59.7m)
OPERATING PROFIT
£79.5m
Increased by 49.0% (2020: £53.4m)
FINAL DIVIDEND PER SHARE
9.5p
Increased by 8.6% (2020: 8.75p)
OPERATING CASH FLOWS BEFORE
NON-UNDERLYING ITEMS (I)
£96.6m
(2020: £94.2m)
UNDERLYING EBITDA (I)
£100.5m
Increased by 10.5% (2020: £90.9m)
UNDERLYING BASIC
EARNINGS PER SHARE (I)
47.87p
Increased by 13.3% (2020: 42.26p)
BASIC EARNINGS PER SHARE
28.80p
Increased by 25.9% (2020: 22.88p)
PROPERTY PORTFOLIO
VALUATION (II)
£930.0m
with net debt(i) of £258.7m
Financial Highlights
RESPONSIBLE BUSINESS
In 2021, we developed our new Responsible Business
strategy – CARE4, spanning Planet, People, Innovation
and Communities.
CARE4 Planet
a better future for the planet
CARE4 People
a better future for our people
CARE4 Innovation
a better future for business
CARE4 Communities
a better future for
our communities
(i) This report provides Alternative Performance Measures (‘APMs’) which are not defined or
specified under the requirements of International Financial Reporting Standards (‘IFRS’). The
Group uses these APMs to improve the comparability of information between reporting periods
and divisions, by adjusting for certain items which impact upon IFRS measures, to aid the user
in understanding the activity taking place across the Group’s businesses. APMs are used by
the Directors and management for performance analysis, planning, reporting and incentive
purposes. A summary of APMs used are defined in the appendix on pages 173 and 174. The
appendix also contains a reconciliation to their closest equivalent statutory measure.
(ii) Knight Frank Property portfolio valuation in October 2021. Valuation is unaudited and Property
is stated at cost less accumulated depreciation and impairment losses in the balance sheet.
STRATEGIC REPORT
IFC Operational Highlights
01 Financial Highlights
02 Our Purpose
04 At a Glance
08 Our Business Model
12 Investment Case
14 Group Executive Chairman’s Statement
18 ‘Catherine’s’ Statement
20 Group Chief Executive’s Statement and Performance Review
26 Our Market
32 Our Strategy and KPIs
34 Strategy in Action
43 Our Key Performance Indicators
46 Engaging with our Stakeholders
52 Statement by the Directors – s172
54 Operating Responsibly
64 Our Divisional Performance
68 Principal Risks and our Strategic Response
72 Group Financial Review
75 Longer-term Viability Statement
GOVERNANCE
76 Corporate Governance Report
78 Board of Directors
86 Care Quality and Governance Committee
89 Directors’ Report
92 Directors’ Remuneration Report
101 Statement of Directors’ Responsibilities
FINANCIAL STATEMENTS
102 Independent Auditor’s Report to the Members
of CareTech Holdings PLC
114 Consolidated Income Statement
115 Consolidated Statement of Comprehensive Income
116 Consolidated Statement of Financial Position
117 Consolidated Statement of Changes in Equity
118 Consolidated Statement of Cash Flows
119 Notes to the Financial Statements
165 Company Statement of Financial Position
166 Company Statement of Changes in Equity
167 Notes to the Company Financial Statements
173 Appendix – Alternative Performance Measures
175 Directors and Advisers
01
Read more on page 56.
Strategic Report
STRATEGIC REPORT
Independence means having the confidence
and skills to be able to live, learn, thrive and
engage in community activities – a future
that is unique to them and informed by
their choices.
We help them to master the essentials of daily
life, like being able to cook, shop, keep house,
build relationships and stay well and safe.
We provide access to learning – academic or
playful. We build the confidence and skills for
employment for those who would like to work
in any capacity. And we nurture the ability and
self-awareness to engage socially and build
lasting relationships.
We achieve all of this thanks to the loving,
supportive, fun and therapeutic environments
that our specialist professional teams create
and with the courage and determination
of those in our care.
Our vision has driven our success. Our purpose
is shared by our staff as well as by the people
in our care. We want everyone in the CareTech
family to have a bright future and we work
tirelessly towards that aim.
Haroon Sheikh
Group Chief Executive Officer
6 December 2021
Our Purpose
We enable children, young people
and adults with complex needs to
make their own life choices, and build
confidence and independence to live,
learn, thrive and engage in their families
and communities for more independent
futures that meet their aspirations.
OUR PURPOSE
OUR VISION IS FOR A WORLD WHERE
THERE IS EQUAL OPPORTUNITY FOR
A LIFE FULLY LIVED.
03
Strategic Report
02
CareTech Holdings PLC / Annual Report and Accounts 2021
We specialise in supporting children and young people with
very complex needs including those with challenging behaviours,
sexually offending behaviours, or who have emotional and
behavioural disorders. We carefully and professionally support
any child irrespective of their need for being in social care and
our comprehensive high-quality services include the UK’s largest
portfolio of specialist schools and colleges.
Our aim is to ensure the children and young people we care for
have safe, stable and happy family-based experiences. We offer
training and support to help our foster parents provide the best
kind of parenting for their foster child.
2,000places
875places
CAPACITY
CAPACITY
Children’s Services
Foster Care
At a Glance
The CareTech family of companies provide high-quality
care and support across the whole social care spectrum
for children and adults below retirement age.
Our Adults Services support people with learning
disabilities, individuals who have or are recovering from
mental illness, people with autistic spectrum disorder,
individuals who have one or more physical impairments
and provide care and rehabilitation for acquired brain
injury (‘ABI’). We deliver services in residential, day care
and a wide choice of creative supported living settings.
Our Children’s Services – recognised nationally for their
expertise – cover assessment, residential care, education
and fostering options. We specialise in supporting children
and young people with very complex needs including
those with challenging behaviours, sexually offending
behaviours, or who have emotional and behavioural
disorders. We carefully and professionally support any
child, irrespective of their need for being in social care,
and our comprehensive high-quality services include the
UK’s largest portfolio of specialist schools and colleges.
CareTech has pioneered outcomes and progression along
the Care Pathway including transition services for young
people leaving care and for adults who are making the
move into their own home after a lifetime in residential
or institutional settings.
We are accelerating digital adoption within the Group and
blending care and technology in new meaningful ways,
so even people with the most complex of needs can
participate and flourish in society.
OUR SERVICES
Our Adults Services support people with learning disabilities,
individuals who have or are recovering from mental illness,
people with autistic spectrum disorder, individuals who have
one or more physical impairments, and provide care and
rehabilitation for people with acquired brain injury. We deliver
services in residential, day care and a wide choice of creative
supported living settings.
2,104places
CAPACITY
Adults Services
WHO WE ARE
04
05
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
SITES ACROSS THE UK
550+
PEOPLE
11,000+
PROPERTY PORTFOLIO
£930m
LOCAL AUTHORITIES ACROSS
ENGLAND, SCOTLAND AND WALES
300+
WHERE WE OPERATE
Adults
Children's
Fostering
Digital
Registered Offices
UNITED ARAB EMIRATES
* The Company has undertaken a scheduled property revaluation,
which Knight Frank has valued at £930 million. Property is stated
at cost less accumulated depreciation or impairment losses in the
balance sheet.
Breakdown of revenue
We are accelerating digital adoption within the Group and
blending care and technology in new meaningful ways
so even service users with the most complex of needs
can participate and flourish in society.
Digital Technology
At a Glance continued
OUR SERVICES CONTINUED
Adults Services – 34.6%
Foster Care – 7.8%
Children’s Services – 55.0%
Digital Technology – 2.6%
06
07
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
HOW WE DO IT
We listen to our stakeholders
We seek to engage in constructive dialogue with
stakeholders to gather a holistic understanding of their
key expectations and concerns. Our key stakeholders
include shareholders, people in our care and their families,
regulators, suppliers, customers and the communities in
which we operate.
Some examples of how CareTech purposefully
engages with key stakeholder groups are set
out on pages 46 to 51.
We look after our people
We are committed to ensuring employees share in
the success of the Group. We promote our values
and culture by helping our employees and supporting
them with regular supervision, training and clear career
development programmes.
Read more about our people on page 51.
We have a person-centred approach to
our innovative Care Pathways
Care and support are characterised by a genuine belief in
the abilities of the people in our care and our professional
teams work hard to help individuals in our services make
progress. Many years ago we began to describe our services
as a Care Pathway, making clear our intention to break away
from the old belief that care is for life. We have delivered
on this commitment and everyone we support, from young
children to profoundly disabled adults, shares our approach
to maximise their independence. This is great for the people
in our care, rewarding for our staff and strongly supported
by those who commission and support our services.
Read more about our person-centred approach
on pages 47 and 48.
We live our culture of respect, quality and care
Our aim is to provide a safe environment for people in our
care, staff and visitors. Our aim is to be the highest quality
provider across the breadth of our services.
Our quality and compliance performance is achieved
against a backdrop of continued raising of quality
standards in the sector reflected in an increasingly
stringent regulatory environment. Our highly
experienced internal quality and compliance teams
undertake a programme of regular inspections and
provide constructive feedback, backed by training
and supervision as required. We engage the services
of outsourced expert advisers ensuring best practice.
We are continuing to evaluate ways in which we
can improve our standards of care and are investing
significantly in the training and induction of staff.
Read more about the work of our Care Quality
and Governance Committee on page 86.
We are innovators in social care
Through the lockdowns associated with COVID-19, we
have come to know how essential it is to level the digital
playing field for people with disabilities and complex
needs. Addressing this is a significant driver for CareTech’s
Digital Strategy, which over the coming decade seeks to
reach a million people around the world to improve their
quality of life and life chances.
To deliver on this ambition, CareTech embarked on a
buy, build and partner roadmap to develop a sector first
Digital Pathway of services encompassing screening and
diagnosis for developmental disabilities, delivering online
therapeutic interventions for a range of behavioural
conditions, and making available augmentative and
assistive technology and thereby opening up a world of
opportunity for people with disabilities and complex needs
– from accessing information and having a voice to buying
products and services.
Underpinning this Digital Pathway is a drive for our UK
services to act as living labs in developing and trialling
new service models that blend care and technology
in innovative and meaningful ways. We designed and
embarked on our first project during this year, piloting with
our schools and care facilities’ technology that augments
education and care plans to provide a voice to the people
in our care with complex communication needs. This
pilot, the 100 Voices initiative, is demonstrating promising
qualitative results, will inform future service models and
is receiving keen interest from social care and education
commissioners interested in seeing greater adoption of
technology within the social care sector.
Our Business Model
WHAT WE DO
HOW WE GENERATE REVENUE
In the UK, local authorities, clinical
commissioning groups and Health
Boards commission Group services.
Funding is received in four main ways:
Framework agreements
Framework agreements are typically awarded to providers
on a non-exclusive basis pursuant to a public tender. These
agreements outline various service and reporting obligations
as well as pricing terms. Framework agreements can be
set up for any period of time, although at least two years
is typical. The actual care package to be provided for an
individual and the pricing is agreed on a case-by-case basis.
Spot contracts
Most admissions and referrals remain based on ‘spot’
contracts, which are individual placement agreements.
Spot contracts generally have a four-week notice period to
terminate the contract and typically do not have a minimum
term. Spot contracts provide greater operational flexibility
and are appropriate for bespoke care packages to meet the
high severity support needs of the individuals in a provider’s
care. Fees are typically negotiated on a case-by-case basis.
Block contracts
A limited amount of specialist care funding is provided
through block contracts. Such block contracts are
negotiated for a specific volume of service, pre-booked
over a fixed period of time, usually for a specified price.
Private pay/insurance
Private pay services make up a very small part of our
revenue as the UK publicly funded bodies will typically
provide funding.
In the UAE, insurance plays a larger role in funding of
services. The Thiqa programme is a comprehensive
healthcare programme offered by the Government of
Abu Dhabi to UAE Nationals and those of similar status
in the Emirate.
Digital Technology
The Augmented and Assistive Communication industry
is typically funded by local healthcare providers (i.e. NHS
in the UK).
WE ARE DRIVEN BY OUR PURPOSE TO
ENABLE CHILDREN, YOUNG PEOPLE AND
ADULTS WITH COMPLEX NEEDS TO MAKE
THEIR OWN LIFE CHOICES, AND BUILD
CONFIDENCE AND INDEPENDENCE
TO LIVE, LEARN, THRIVE AND ENGAGE
IN THEIR FAMILIES AND COMMUNITIES
FOR MORE INDEPENDENT FUTURES
THAT MEET THEIR ASPIRATIONS.
08
09
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
The strategy centres on our positive social impact – our corporate
purpose – and in the course of 2022 we will develop a methodology
that enables us to monitor and report our impact.
2022 will also see the launch of One Planet Living across our services
– a grassroots campaign to ensure that all our services are aligned to
our corporate sustainability commitments, implementing activities to
reduce energy use, reduce waste, source locally and ensure responsible
procurement of goods and services. Our services with gardens will
develop nature positive plans such as wildlife-friendly planting,
home-grown vegetables and composting.
CARE4 will enable us to respond to a rapidly evolving business
environment that is increasingly demanding a formal and transparent
approach to sustainability, allowing us to meet the requirements of our
commissioners whilst also benefitting from non-financial values such
as reputation enhancement, employee commitment, talent attraction,
community engagement, environmental footprint and service user
fulfilment and independence.
Read more about CARE4, our approach to responsible business,
on page 10.
Read more about the CareTech Foundation
on page 61.
We believe in doing business responsibly
We are committed to developing a business that is built
on the foundations of responsibility and ethical practice that are
inherent in our model, and that builds value for all our stakeholders.
In 2021, we developed our new Responsible Business strategy –
CARE4 – to help us to achieve that goal.
The CARE4 strategy is rooted in our corporate purpose
(building independence to enable better futures) and addresses
the sustainability issues that are material to our business.
We will report our progress through an annual Purpose Report
using the World Economic Forum’s 21 core ESG metrics in
combination with narrative that describes our commitments
and activities across four key areas:
Our Business Model continued
HOW WE DO IT CONTINUED
Governance
Our belief in creating value for all of our stakeholders drives our commitment
to good governance, transparency and effective engagement with all involved
in our business, safeguarding its long-term success.
CARE4
Planet
We know that healthy lives go hand in hand
with a healthy planet. We are committed
to caring for the wellbeing of our planet
to safeguard all our futures.
CARE4
Innovation
We believe that good business creates value
for society as well as for those whom we
care. Our innovative approaches will expand
our business for a successful future, helping
us to enable independence for more people,
positively impacting more lives.
CARE4
Community
Thriving communities are central to
our success and we aim to be an active
contributor in all the locations in which we
operate. We also support the vital role of
the wider social care sector through the
CareTech Foundation.
CARE4
People
Our business exists to facilitate better lives –
for the people in our care and the people who
work for us. We aim to be the sector’s best
workforce and so we offer market-leading
employment opportunities, creating better
futures for our employees.
Social Impact
The purpose of our business is to enable children, young people
and adults with complex needs to make their own life choices,
and to develop confidence and independence to live, learn, thrive
and engage, building better futures.
10
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
11
Strategy
Clear strategy of being
a leading international
integrated provider of
specialist social care
services for children
and adults, delivering
high-quality and care
excellence.
Discover more about our strategy on page 32
Sector
Established system
of public and private
providers of health
and social care.
Discover more about the
sectors in which we operate
on page 28
Market
Increasing demand for
specialist adults and
children’s care.
Discover more about our
markets on pages 26 to 31
Investment Case
International
Well-positioned to
capitalise on opportunities
in the Gulf, having
established our presence
in the region two years
ago with our maiden
investment in the AS Group.
Discover more about development opportunities
in the Group Chief Executive's Statement and
Performance Review on pages 24 and 25
Management
Strong management
team with a broad
range of experience.
Discover more about our Board
of Directors on pages 78 and 79
Technology
Opportunity to
develop a sector first
Digital Pathway of
services for people
with disabilities and
complex needs.
Discover more about our Digital
Technology division on pages 17 and 67
12
13
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
Farouq Sheikh OBE
Dear Shareholder,
It is my pleasure to present another strong
set of results for the period ending 30
September 2021.
In these unprecedented times, CareTech
has continued to demonstrate the significant
resilience of its business model by delivering
strong growth in all of its key performance
indicators. This is underpinned by a robust
performance in its core activities with an
emphasis on accelerated organic growth
initiatives complemented by selective bolt-on
acquisitions and, most importantly, delivering
on the previously outlined strategy of the
creation of the Technology pathway and
International division. Both of these initiatives
have been successfully implemented and have
significant further opportunities we can build
upon in the coming years.
On behalf of the Board, I would like to
thank our staff who have worked tirelessly
throughout the year, enabling us to deliver
excellent quality care to individuals in
our services. I am enormously proud
particularly of our front-line colleagues in
delivering Extraordinary Days, Every Day
for our service users.
During a year dominated by the COVID-19
pandemic we made two important strategic
moves. In October 2020, we acquired
Smartbox, a market-leading creator of
software, hardware and content that helps
individuals without speech to have a voice
and live more independently. This was an
important milestone for our newly established
Digital Technology division, established to
broaden our Pathway offering to include
digital care services. Secondly, in November
2020, we completed the transfer of seven
specialist services previously operated by
The Huntercombe Group and rebranded
Coveberry. This broadens our specialist offer
by adding facilities for the treatment of adults
with complex Learning Disabilities, Autism
and Mental Health diagnoses.
In the UAE, we continued to see exciting
prospects for our local operating brands,
with further investments planned and service
developments expected to establish our long-
term goal of being the first whole person Care
Pathway of services for people with disabilities
and complex needs in the region.
Continued strong performance during
COVID-19 showing resilience and
growth prospects further underpinned.
Group Executive Chairman’s Statement
15
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
14
Extending our Digital Technology
offering
On 29 November 2021, we announced the
acquisition of REHAVISTA GmBH (‘REHAVISTA’)
and its subsidiary company LogBUK.
REHAVISTA is Germany’s largest provider of
augmentative and alternative communication
(‘AAC’) products and services, employing over
170 staff. The company, which has six offices
across Germany, provides a range of AAC and
assistive technology products and has a strong
reputation for excellent service. LogBUK is a
subsidiary company to REHAVISTA, providing
independent speech and language therapy
to help AAC users achieve the best outcomes
through specialist clinical support.
REHAVISTA’s reach and expertise is
unparalleled in Germany, estimated to be the
second largest funded AAC market globally
after the USA. With its deep knowledge of
assistive technology and established routes to
market, this acquisition provides a significant
opportunity for Smartbox to expand the
products and services available in Germany,
expanding on the existing partnership
between Smartbox and REHAVISTA, and
across Smartbox’s global customer base,
which spans more than 30 languages and
45 distributors.
REHAVISTA and LogBUK, headquartered in
Bremen, generated revenue in excess of €16m
in 2020. It is expected that the acquisition will
be immediately earnings enhancing.
A progressive dividend
We continue to maintain a progressive
dividend policy. The Board has proposed a
final dividend of 9.5p (2020: 8.75p) per share
bringing the total dividend for the year to 14.1p
(2020: 12.75p) per share. This represents a full
year increase of 10.6% year on year. The final
dividend will be paid, subject to shareholder
approval, on 4 May 2022, with an ex-dividend
date of 3 March 2022 and an associated
record date of 4 March 2022.
Embedding and enhancing
sustainability
The Board is increasing its focus on
environmental, social and governance (‘ESG’)
initiatives, which we believe represent value
drivers for the Group. We have continued to
make good progress with the development
of our ESG strategy during a year of many
challenges, and I look forward to the
publication of our inaugural Purpose Report
in early 2022. To oversee the development
of this important area of work, we have
appointed Jonathan Freeman as the Group’s
first Sustainability Director. Jonathan will
report to our CFO, and ESG will become
a core part of the Board’s agenda.
Details of our strategy can be
found on page 32.
Strengthening Board and
Operational leadership team
The search for a new Chair of the Audit
Committee is well underway and once this
appointment is made, Karl Monaghan will
retire from CareTech’s Board. In addition, we
plan to appoint an additional independent
Non-Executive Director during 2022 to
further strengthen our Board.
With the integration of Cambian now
complete and, given the opportunities
to further grow our existing core services
together with the significant opportunities
both Digital Technology and International
bring we have taken the opportunity to
strengthen our operational leadership team.
This sets us up well for the next phase of
growth both here in the UK, International
and the Digital Technology division.
Outlook and prospects
This year has affirmed our belief that we have
a well-executed investment strategy, which
meets a critical social care need and has
demonstrated resilience. Our fundamentals
remain strong and we remain committed
to providing high-quality care to those we
look after.
CareTech enters the new financial year in
a strong financial position, underpinned by
a significant property portfolio and strong
cash generation. Alongside its successful
growth initiatives, the Group continues to
see an active pipeline of bolt-on acquisition
opportunities, growth in the Gulf region and
exciting opportunities to develop our Digital
Technology division.
Finally, I would like to thank our shareholders
for their continued support, and my fellow
Board members for their commitment
throughout the year.
Farouq Sheikh OBE
Group Executive Chairman
6 December 2021
Group Executive Chairman’s Statement continued
Financial results and position
CareTech performed well during the year
to 30 September 2021 with financial
highlights as follows:
– Robust financial performance slightly
ahead of market expectations.
– Revenue increase of 13.8% to £489.1m.
– Underlying EBITDA increase
of 10.5% to £100.5m.
– Underlying basic EPS increase
of 13.3% to 47.87p.
– Statutory basic EPS increase
of 25.9% to 28.80p.
– Net debt reduced to £258.7m, underpinned
by a significantly increased new property
portfolio valuation of the Group’s freehold
and long leasehold at £930.0m, with
leverage of 2.7x adjusted EBITDA.
– Increased final dividend of 9.5p declared
and dividend policy reaffirmed.
Group revenue was £489.1m, an increase of
13.8% driven by organic growth in Children’s
Services, the acquisition of Smartbox in
October 2020 and the portfolio of assets
transferred from The Huntercombe Group in
December 2020 to Adults Specialist Services.
Group underlying EBITDA increased by 10.5%
to £100.5m (2020: £90.9m) and underlying
EBITDA margin was 20.5% (2020: 21.1%).
Underlying profit before tax increased
by 14.6% to £68.3m (2020: £59.7m) and
underlying basic earnings per share was
47.87p (2020: 42.26p).
Operating cash conversion was strong
at 96.1% (2020: 103.9%) with net debt at
30 September 2021 being £258.7m (2020:
£268.9m) and net debt/adjusted EBITDA
2.7x (2020: 3.1x). Cash generated during the
period was used to fund growth through
the acquisition of Smartbox for £5.4m (net
of acquired cash) and £11.8m on property
acquisitions/developments and £16.8m of
maintenance capex.
2021
£000
2020
£000
% change
Revenue
£489.1m
£430.0m
+13.8%
Underlying EBITDA
£100.5m
£90.9m
+10.5%
Underlying profit before tax
£68.3m
£59.7m
+14.6%
Underlying basic earnings per share
47.87p
42.26p
+13.3%
Statutory profit before tax
£66.2m
£37.8m
+75.1%
Statutory basic earnings per share
28.80p
22.88p
25.9%
Operating cash flows before non-underlying items
£96.6m
£94.2m
+1.7%
Final dividend per share
9.5p
8.75p
+8.6%
16
17
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
“I feel very lucky and am thankful
for everything the staff do for me.”
We pride ourselves on delivering care which
encompasses our five CareTech values:
friendly, positive, person-centred, empowering
and innovative. Most importantly, we cater to
each person’s individual interests and needs,
to ensure they receive tailored support.
One of our residents, Catherine, tells of
her experience living in a CareTech
residential home:
“I have lived in a CareTech service for eight
years and it is completely my home. I have
painted my bedroom in the colours I like
and the furniture is exactly what I wanted.
The staff are extremely caring and make sure
I have lots of chances to experience different
things and meet new people. They are always
there to talk to if I feel anxious about anything
and are honest with me – I trust them and
know they want the best for me. The staff take
care of my health and are always helpful if I
want to try something new. They make sure all
of us build our confidence and I don’t feel silly
asking a question if I don’t know something.
I enjoy outings to the seaside at Brighton,
shopping trips and going to the park. The
staff took time to find out what I like to do.
They know that I enjoy seeing films so we
go to the cinema. I feel like I have the right
balance of support and I get different help
at different times depending on what I need.
It was really hard during lockdown as we didn’t
get to go out very much at all, but the staff
were amazing and we did lots of activities
indoors like karaoke nights and food from all
over the world. One night we had an 80's party
with fancy dress, balloons and props – we had
old sweets and had to guess which song was
being played, that was a really great day. I had
my nails painted on our home spa day and
me and my friends made salt dough on the
weekends and painted it. We also did Bake Off
with the staff and baked treats for everyone
in our home, which is always good to do
together. We like to celebrate occasions like
Valentine’s Day and of course Christmas – we
do a big menu with a roast dinner and give
out presents. Then in the evenings there is
dancing in the living room with everyone too!
The Blooming Marvellous competition is
our chance to come together and make our
garden a nicer place to hang out and it was
one of my favourite lovely things to do. It used
to look very overgrown and grey so we did
a makeover. We planted flowers and created
hanging baskets to make it more colourful and
we also built a lot of decking. There were tyres
that we painted as decorations and picnic
tables in bright colours. It kept us busy
and laughing together, we had lots of fun.
I like that we recycle all of our plastic at our
home and take it very seriously, because we
care about our environment. I go to the bottle
bank and everyone tries to keep our rubbish
to small piles otherwise it is just a waste.
We do upcycling and turn our old items
of furniture like benches and boxes into
pretty new things for the outdoor area and
sometimes for indoors. We love having the
animals visit our garden so we have made
insect houses and rock gardens so they can
come and say ‘Hello’. I had never mown a
lawn before but I tried it and really enjoyed
it – our garden looks so nice now and is the
place where we keep fit and play games.
The best thing about it is doing shows and
dances to friends at other services, that’s
when we feel like a community the most.
I really like doing arts and crafts and there was a
competition for the Queen’s Birthday so I made
a birthday card for Her Majesty with her face
on, using glitter and colouring pencils. I am a
big fan of the Royal Family and even though
I didn’t win, it was still really good to do.
I feel very lucky and am thankful for
everything the staff do for me. We share
good moments and laughter at our house,
we are definitely a family.”
‘Catherine’s’ Statement
THE SAFETY, WELLBEING AND INDEPENDENCE
OF THE PEOPLE WE SUPPORT IS OUR UTMOST
PRIORITY AND IT IS OUR PRIVILEGE TO CARE
FOR AND TEACH EACH AND EVERY ONE OF
THE ADULTS, CHILDREN AND YOUNG PEOPLE
ACROSS THE GROUP.
18
19
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
As we continue to live with the
effects of the global pandemic,
CareTech has demonstrated the
resoluteness of our purpose and
resilience in our business model.
Group Chief Executive’s Statement and Performance Review
Haroon Sheikh
As we continue to live with the effects of the
global COVID-19 pandemic, CareTech has
remained resolute in its purpose to deliver the
highest quality of care while demonstrating
the resilience of our business model. These
two fundamentals are the basis for our
success in delivering Extraordinary Days,
Every Day to transform outcomes for the
people in our care and provide value for our
commissioners.
Our commitment to high-quality care
Delivering the highest standards in education,
support and care, and striving to continually
improve outcomes for children, young people
and adults, are the cornerstones of our
purpose as a Group. Our recipe for success,
tried and tested over two decades, is an
unrelenting focus on quality, which in turn
drives commercial success.
These principles have remained particularly
important during the pandemic which has
caused so much disruption to society. During
this time, we have remained focused on
providing certainty and assurance to the
people in our care that they are our absolute
priority, as well as ensuring that our staff feel
safe and supported.
As the pandemic has eased, both CQC and
Ofsted have re-commenced inspections.
CareTech’s Adult CQC registered service
quality ratings at 30 September 2021 were
86% Good or Outstanding (2020: 91%) and
our Ofsted ratings at 30 September 2021
were 80% (2020: 82%). Whilst both our CQC
and Ofsted ratings compares favourably to
the national social care average, we remain
committed to providing the highest quality
of care across all our services and have
comprehensive improvement plans in place
to increase our quality ratings further.
Throughout the year our Executive-led
COVID-19 taskforce has monitored sites
on a daily basis and communicated to all
services regularly.
Over the year we strengthened our internal
Compliance and Regulation team, promoting
Tom Burford to Group Executive Director
– Quality Improvement. We introduced the
Mind of My Own app across every children’s
service enabling us to capture and “listen” to
the voice of the young people in our services
and respond to their individual needs. We
launched our Dynamic Line of Sight (‘DyLOS’)
across our portfolio of services which provides
site-based KPI monitoring and added a new
Management Information System across
our schools.
20
21
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
We continue to recognise our front-line
managers as the building blocks that make
up a great service. During the year, we
have doubled efforts to roll out the Group’s
Management Development Programme,
which is scheduled by 2022 to have reached
all frontline management colleagues.
Succession in operational leadership
As CareTech continues to evolve and grow,
and to address operational leadership
succession, Nasir Quraishi and Jeremy Wiles
have been promoted to the positions of Group
Executive Director – Adults Services and
Group Executive Director – Children’s Services
respectively, replacing John Ivers’ role as Chief
Operating Officer. Both Nasir and Jeremy have
many years of experience in the sector and
prior to these appointments held key senior
management roles within CareTech.
John Ivers will continue with the Group in a
newly created strategic role supporting the
Company’s growth plans and working with
the Executive team.
Commitment to our people
The wellbeing of our staff and those we
look after is our utmost priority. The Board
has continued the active engagement with
our workforce, using virtual meetings where
needed in line with COVID-19 protocols. We
launched our COVID-19 fund last year, and
continued to support staff, particularly those
that have had to self-isolate and/or who
faced hardship on account of the pandemic.
Our Executive Committee also continued
to engage extensively throughout the
year, hosting a number of events to better
understand how people were coping with
the working environment caused by the
pandemic, check in on their mental wellbeing
and explore what the business could do
to better support colleagues. I once again
congratulate our recruitment and learning
services teams who have recruited staff
and on boarded them exceptionally well
this year in circumstances that remain
unusually challenging.
We initiated the inaugural Staff Consultative
Committee during this period with
representation from across the organisation
to focus on the staff voice and workforce
matters, with this engagement shaping our
People strategy.
Over 2,500 staff were recipients of a ‘Thank
You’, which is the formal recognition of our
Applause Programme that was launched in
October 2020. This is the key driver to ensure
that recognition of our values and their impact
on the care and support given is embedded
throughout the organisation.
To celebrate the diversity within the Group,
we launched our Equality, Diversity and
Inclusion strategy, with work now underway
to enhance our practices and culture. We are
fully committed to fairness and inclusivity.
Hiring the right people, based on CareTech’s
values, is central to achieving our purpose.
It has been widely publicised that the social
care sector is facing challenges in respect of
staff recruitment and cost inflation following
the pandemic easing and we have seen the
annualised staff retention rate fall during the
year from 75% to 71%. We are well placed to
navigate these sector-wide challenges and
continue to consider innovative methods
of recruitment, investing in the careers of
our staff through best-in-class training and
development. Our unwavering focus remains
to be the employer of choice in our sector.
The National Minimum and Living Wage
percentage increase in April 2022 is in line
with those we observed prior to the pandemic
and, as with prior years, we would expect
annual fee negotiations with Local Authorities
to cover the majority of additional operational
costs including increases to front-line staff pay.
As a learning organisation with a culture of
‘open dialogue’ our most recent staff survey
received over 3,000 responses, demonstrating
positive engagement. Our focus for the
coming year is to roll out Group-wide plans
to improve staff experience and act upon the
feedback we received.
Group Chief Executive’s Statement and Performance Review continued
The wellbeing of our staff and those
we look after is our utmost priority.
The Board has continued the active
engagement with our workforce, using
virtual meetings where needed in line
with COVID-19 protocols.
22
23
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
It is my enduring pleasure to lead CareTech,
a business that has consistently made a
lasting difference to so many lives. This
year we warmly welcomed Smartbox and
Huntercombe Services to the Group. They,
along with the rest of the CareTech family,
joined in the many initiatives to celebrate the
achievements of our service users across the
country, holding our annual Arts and Crafts
awards, Easter Spirit event and a ‘Blooming
Marvellous’ Gardening competition.
I conclude by expressing my sincere thanks
to our Board, our executive and management
teams and colleagues throughout the
Group for their hard work, commitment
and dedication. In particular I would like to
reach out to our staff to convey my heartfelt
appreciation and thank them for the manner in
which they resolutely provide outstanding care
to our service users, and support each other.
Haroon Sheikh
Group Chief Executive Officer
6 December 2021
Group Chief Executive’s Statement and Performance Review continued
UK social care market
The demand for our services remains high,
with those we care for presenting needs
tending to be ever greater. Despite the
pandemic we have continued to extend our
services through the development of new
specialist residential homes and supported
living. Our growth is focused on meeting
the demands of the market as well as
adding ‘spokes’ to ensure optimal operating
efficiency of existing services. Within the
year we purchased 25 properties which
will add capacity of 59. During the year, the
Children’s division had 11 openings which
added capacity of 22 beds. We can expect to
at least achieve the same additional increased
capacity within the coming year.
The market remains highly fragmented and
we are well positioned to pursue a strong
and active pipeline of organic and bolt-on
acquisitions in both Adults Services and
Children’s Services.
CareTech International
Our Care Pathway, which encompasses
Children’s and Adults Services in the UK
and addresses the needs of individuals with
complex needs, continues to receive attention
from Gulf markets of the Middle East, a region
with significant unmet need and paucity of
operator expertise.
We are well positioned to capitalise on
these opportunities, having established our
presence in the region two years ago with
our maiden investment in the AS Group. Our
UAE investment has weathered the pandemic
extremely well and continues to grow its
services. The business presently operates
mental health services in outpatient clinics and
inpatient hospital settings, and is developing a
localised version of our Care Pathway, taking
into account the nuances of the operating
environment in the UAE.
Growth in service developments include
home health and social care services,
physical healthcare, and a special education
needs school development. Led by Shafqat
Malik, CEO of AS Group, and supported by
CareTech’s corporate expertise, we are well
positioned to be the operator of choice for
our specialisms and the first Company in the
region to deliver a whole person Care Pathway
of services for people with disabilities and
complex needs.
Next stop in the region for our growth is
Saudi Arabia. This is another market with
significant need for international expertise
for our specialisms, a transformational
policy backdrop, and expected privatisation
in health and social care. We have invested
in a dedicated team led by Zafar Raja, CEO
CareTech MENAP, to focus on Saudi Arabia.
We are confident this investment in an
in-country senior team will translate into
opportunities and service developments
during the coming year.
Digital and innovation
Technology plays an incredibly important role
in how we operate as a Group, supporting our
services and staff with solutions and enabling
great quality care for our service users. The
pandemic has accentuated the need for
innovative and scalable technology, and I
am delighted our highly talented technology
teams have risen to this challenge, procuring
best-in-class solutions and developing
in-house applications.
One example being the 100 Voices project,
a collaborative effort to bring care and
assistive technology together by blending
Smartbox devices with ongoing education
and care support plans for 100 service users
across our Children’s and Adults services. The
project is already demonstrating the impact
of augmentative and assistive technology in
opening a world of opportunity for people in
our care who previously were limited by their
communication impairments.
Hill House, an outstanding school within
our portfolio, is taking a whole school
approach to the 100 Voices pilot and
increasing participation and opportunities
for communication for all students. New
students are now having communication
needs assessed on entry to the school, so
appropriate technology can be provided
to meet their needs. Similarly in the Adults
Division our Selwyn services are adopting
the technology at scale and along with the
technology from the Rix Centre, University
of East London, are trailblazing care and
technology coming together in new and
meaningful ways.
These pilot projects are potentially not only
transformative for CareTech, but also for the
wider social care sector that urgently needs
to adapt technology at scale to improve
outcomes and efficiency. We recognise the
enormous digital innovation opportunity our
sector standing presents, and for this reason
are accelerating focus and investment in this
area in coming years.
Summary and outlook
The global pandemic continues to test the
resilience of UK PLC and civil society across
the world. I am pleased to report that our
strategy in the markets we serve has proven
to be durable and robust. In this 27th year
of our corporate journey the Group has
demonstrated that commitment to purpose
is as relevant today as it was when we opened
our first small care home. I remain confident
about CareTech’s outlook and prospects,
to reach more people with complex needs
at home and overseas, through a blend
of high-quality services and our extended
digital capability.
24
25
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
CHILDREN IN UK LOOKED AFTER
OUTSIDE FOSTER CARE
10,080
CHILDREN IN INDEPENDENT SECTOR
SPECIAL SCHOOLS AND COLLEGES
21,817
PLACED IN FOSTER CARE IN ENGLAND
54,870
Children’s Services
In 2020, the total market for specialist
Children’s Services was worth approximately
£5.9bn. The market is growing for the
following reasons:
Long-term population growth and higher
prevalence of special educational needs
and ‘high needs’ over time.
High priority for the government is
adequate provision of mental health
services and support for vulnerable
children and young people.
Earlier diagnosis of complex needs.
Data from Laing and Buisson Children’s Services
Market Report 5th edition 2020 report
Our Market
#1
INCREASING DEMAND FOR SPECIALIST
ADULTS AND CHILDREN’S CARE
YOUNGER ADULTS IN
RESIDENTIAL CARE SETTINGS
63,000
YOUNGER ADULTS IN NON-RESIDENTIAL
CARE SETTINGS
297,000
PROPORTION OF UK POPULATION
WITH SPECIFIC MENTAL DISORDERS
13%
Adults Services
The Adults Services care market in which the
Group operates in the UK market is worth
an estimated £12.5 billion per annum and
estimated to be growing by 2–3% per annum.
The principal drivers of demand for adults
specialist care in the UK are:
Improved life expectancy and ageing
of learning disabled population.
Increasing survival of children and young
people with complex needs into adulthood.
Inability of parents to provide informal care.
Increased medical interventions around
birth, increasing the number and proportion
of service users with lifelong severe learning
and/or physical disabilities.
Moving up the acuity spectrum increases
fees but also creates areas of expertise
that others find difficult to match.
There is commissioner preference for
supported living over residential care as this
is a lower cost to local authorities because
the housing element is paid from housing
benefit allowance.
Data from Laing and Buisson Adult
Specialist Care 4th edition 2020 report
26
27
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
FOSTER CARE MARKET ACROSS
ENGLAND WORTH
£1.75bn
£791m
Independent sector
£956m
Public sector
MARKET GROWTH RATE
3.7 % p.a.
* Data from Laing and Buisson Adult Specialist
Care 4th edition 2020 report
** Data from Laing and Buisson Children’s Services
Market Report 5th edition 2020 report
The UK has an established system of public
and private providers of health and social care.
Although the available resources to purchase
social care remain largely static there is a
known increase in demand across the whole
spectrum, presenting purchasing bodies with
a conundrum and focuses money on the areas
of highest need such as complex children,
very disabled or complex people with learning
difficulties and hospital discharge schemes.
The principal driver for commissioners
in local authorities and the NHS is value.
This is interpreted by them as the optimum
balance between quality and price, but
has an underpinning criterion determined
by ‘outcomes’.
Our Market continued
#2
ESTABLISHED FUNDING MODEL
FOR HEALTHCARE
MARKET FOR RESIDENTIAL LEARNING
DISABILITIES AND SUPPORTED LIVING
WORTH AN ANNUAL
£5.8bn
RESIDENTIAL CHILDREN’S
MARKET ACROSS UK WORTH
£1.64bn
£1.15bn
Independent sector
£492m
Public sector
EDUCATION AND TRAINING IN
SPECIAL SCHOOLS AND COLLEGES
£4.29bn
£1.2bn
Independent sector
£3.09m
Public sector
ADULTS SPECIALIST CARE MARKET
£12.5bn
MARKET GROWTH RATE
1.2%–2.6% p.a.
RESIDENTIAL MARKET GROWTH RATE
6.9% p.a.
EDUCATION MARKET GROWTH RATE
6.3% p.a.
28
29
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
#5
ACCESS TO SKILLED CARE WORKERS
The social care sector has high levels of
turnover and vacancies. Following the
introduction of the national living wage on
1 April 2016, care workers’ pay has increased
but staff turnover remains high given tough
working conditions. Care workers in the
sector find working in the sector fulfilling,
but there is perception of low pay and lack
of training or promotional prospects.
What this means for CareTech
The market segments served by CareTech
are growing for both adults and children
who present with high severity needs,
challenging behaviours and who have
complex care requirements. Hence, budget
cuts have a very limited impact on the
Group. One of our differentiating factors is
the concept of the Care Pathway to reflect
our optimism that users of our services
can make progress with their lives. Our
commitment to maximise independence is
great for the people in our care, rewarding
for our staff and strongly supported by those
who commission and support our services.
INDUSTRY AVERAGE RETENTION RATE
<70%
Our ‘outcome’ focused approach for our
service users has a wider impact on society
including more individuals helped into work,
fewer individuals returning to care facilities,
a reduction in the proportion of the adult
prison population having been in care, and
children leaving care achieving educational
attainment levels.
CareTech is well positioned in the market.
We are aligned to local authorities’
purchasing principles and we work closely
with commissioners to ensure that we
stay in tune with their approach to market
management. We work closely with our
regulators and commissioners across
England, Scotland and Wales.
CareTech is a well-known care Group in
public ownership and offers high-quality
services with a strong ethical and values-
based approach. We have upper quartile
ratings for both CQC and Ofsted and
have ambitions to improve these.
Our quality assurance is embedded within
the Group’s operational management
structure – from the Home Manager,
Regional Manager and Operations Director,
through to the Chief Operational Officer and
the Board. The Group uses Acoura and NYAS
as independent suppliers, to audit and report
monthly Health and Safety matters as well as
all RIDDORS (‘Reporting of Injuries, Diseases
and Dangerous Occurrences’).
We continue to strive to be the employer
of choice within the sector. We promote
our values and culture by helping our
employees and supporting them with
regular supervision, training and career
development programmes. To embed our
culture across the Group we reward our
people throughout the year culminating
in the Sixth Care Awards ceremony. These
initiatives promote staff continuity and lead
to improved standards of care quality.
Our Market continued
#3
FRAGMENTED MARKET
OF CARE PROVIDERS
#4
STRINGENT
REGULATION OVER
QUALITY OF CARE
TEN LARGEST ADULTS SERVICE
PROVIDERS HAVE ONLY
13.5%
TOP FOUR INDEPENDENT CHILDREN'S
SERVICES PROVIDERS HAVE
23%
Most providers of social care have
fewer than three services and this
huge, fragmented range of providers
represents the vast majority of the
market. However, the market has been
steadily consolidating and a very small
number of large ‘corporate’ providers
have emerged, with CareTech being
one of the bigger players within the
non-elderly care sector.
The Adults specialist care market is
the most fragmented with the top four
largest providers having 7.5% market
share and the ten largest players only
13.5% market share.
The markets that CareTech serves are
regulated by CQC and Ofsted in England,
and equivalent regulatory bodies in
Scotland and Wales. These bodies control
and administer the registration, inspection
and complaints’ procedures set out under
applicable laws and regulations. In order
to open a service, it needs to be registered
with the applicable regulator, and must
pass regular inspections to ensure it meets
the minimum standards and requirements
prescribed under laws and regulation.
Commissioners placing adults or children
into services expect high-quality provision.
A high level of regulation is required to assure
the quality and safety of services.
MARKET SHARE
OF RESIDENTIAL MARKET SHARE
* Data from Laing and Buisson Adult Specialist Care 4th edition 2020 report
** Data from Laing and Buisson Children’s Services Market Report 5th edition 2020 report
ONE OF OUR DIFFERENTIATING FACTORS
IS THE CONCEPT OF THE CARE PATHWAY
TO REFLECT OUR OPTIMISM THAT USERS
OF OUR SERVICES CAN MAKE PROGRESS
WITH THEIR LIVES.
30
31
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
OUR VALUES
DELIVERING
Positive
Person-centred
Friendly
Empowering
Innovative
Quality care for
people we support
A better place to work
for our employees
Returns for our
shareholders
Our Strategy and KPIs
WE ARE FOCUSED ON BEING A LEADING
INTERNATIONAL, INTEGRATED PROVIDER
OF SPECIALIST SOCIAL CARE SERVICES
FOR CHILDREN AND ADULTS, DELIVERING
HIGH-QUALITY AND CARE EXCELLENCE.
We aim to distinguish ourselves from other providers
by offering a bespoke range of options, which meet
the needs of commissioners and offer service users a
Care Pathway of opportunities. The Group’s focus is the
provision of high acuity specialist social care through
our four divisions – Adults Services, Children’s Services,
Foster Care and Digital Technology.
WE HAVE DEFINED THREE PILLARS
TO EXECUTING OUR STRATEGY
Build the industry’s
best leadership
and workforce
Have the highest
quality ratings
Innovate in
social care
Find out more on pages 34 to 42
32
33
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
This is one of many schemes within the
Group’s holistic approach to reward
and recognition.
We will continue to embed the Thank
You scheme next year and create unique
storyboards to share with our employees,
increasing the focus on recognition at a local
level in addition to supporting regional and
national recognition incentives that we run.
Off-site visits
Because of COVID-19 restrictions, some
site visits were limited during periods of the
year. In some instances, we were able to
organise virtual visits and meetings, however,
priority was given to the health & safety of
our employees and their preferences on
maintaining safe social distancing measures
so they could continue to safely provide
support for those in our care.
STRATEGIC REPORT
CEO Lunch
Employee
of the Month
National
Award
Appreciation
Award
Long Service
Award
Blooming
Marvellous
Special
Recognition
Local
Recognition
Regional
Award
R
e
c
o
g
n
it
i
o
n
I
n
c
e
n
ti
v
is
e
R
e
t
a
i
n
M
o
t
iv
a
ti
o
n
a
l
Strategy in Action
Objective
We employ over 11,000 qualified and skilled
front-line staff including care workers,
teachers and managers. They are supported
by a professional team of clinical and
therapeutic staff, back-office and support
services. The care, commitment, passion,
empathy and professionalism of our staff are
critical to the success of our Group and the
care we provide.
CareTech looks to promote attractive working
conditions and staff training. A large part
of our recruitment process is focused on
matching the needs of the Group’s service
users and patients to the skills values and
behaviour of our staff, which necessitates a
person-centred approach. We drive a culture
of continuous learning and development to
ensure that staff have the most up-to-date
best practice knowledge, competencies and
attitudes for the services we provide.
Progress this year
Informal engagement
CEO lunches, prior to the COVID-19
restrictions, were held from time to time
with a number of employees. These were held
with a cross section of employees, (diverse by
gender, nationality, function, profession and
level) from various regions.
In 2021, we launched our ‘Thank You’ scheme
across the Group as part of our reward
and recognition strategy. The scheme has
achieved success in driving cultural change to
focus on recognising everyone’s contribution,
and more specifically on peer to peer and
management recognition. The scheme allows
everyone the opportunity to be recognised.
Since its launch in April we have issued
circa 2,500 Thank You cards for on the
spot recognition awards across the Group.
We drive a culture of
continuous learning
and development
to ensure that staff
have the most
up-to-date best
practice knowledge,
competencies and
attitudes for the
services we provide.
34
35
CareTech Holdings PLC / Annual Report and Accounts 2021
Employee wellbeing
In 2021, we refreshed and re-launched an
invigorated programme to focus on physical
and emotional wellbeing. The programme
delivers a holistic approach and provides
a range of tools and resources for our
employees and their families. We held financial
workshops to support with key life milestones
such as buying a home, starting a family,
planning a career and retirement.
One of our main aims was to remove the
stigma around mental health, and we
engaged our employees with a range of
senior management webinars, drop-in
clinics and external referral services.
Employee exit feedback
In 2021, we centralised and embedded a
simplified process to gather feedback from
employees leaving the Group. This channel
of communication allows exiting employees to
provide a candid summary of their employment
experience with the CareTech Group, and in
turn, affords us the opportunity for continuous
Group and localised improvement.
CareTech Awards
In November 2021, we were able to host the
seventh CareTech Care Awards to celebrate
and thank our staff for their effort and
commitment.
Staff ownership
To further engage with employees across
the Group and share in its success, CareTech
provide all employees with an option to join
the Company Sharesave option scheme. This
is a tax-efficient, cash-saving scheme that lets
employees save towards buying shares in the
Company. At the end of the savings period,
individuals have the option to buy shares or
take out their savings in cash.
In addition, the Company offer a broad
share incentive plan to include over 600
individuals from across the business including
home managers, support staff and executive
management.
Nicola Wassall joined CareTech as a support
worker in 2006 and had no prior knowledge
of the care sector. She has risen through
the business to become a Locality Manager
and benefitted from Company training
schemes, namely Lead to Succeed and Well
Led, and completed Continuing Professional
Development.
She says: "The Well Led course was probably
one of the most effective trainings I’ve ever
done. I found it really valuable and it made
me reflect on how I did my job.
One of the reasons I was keen to do the
Management Development Programme is
because I know how it can inspire people
to do better and change the way they do
their job. The fact that it’s being rolled
out to all staff members, not just staff in
our care settings, is very, very good and
really progressive.
There are people from all different roles
and departments within the Company and
I have found that conversations with them
are extremely helpful. You hear different
viewpoints. Sometimes you can get into a
box with your own views, so to hear a new
perspective is great."
"I want each of my nine services to be at
Good or above and importantly, I want them
all to have happy and settled staff teams."
Priorities for 2021/22
Design and implement the Employee
Service Centre, whose focus is on
staff experience of all HR transactional
matters. This will drive staff touch
point experiences.
Develop our Equality, Diversity &
Inclusion (‘ED&I’) programme to shape
our diversity and inclusion strategy
and embed this into working practices
and culture.
Conduct an internal audit of good
ED&I practice to establish our baseline
and roadmap.
Work with senior leaders to drive a
coaching and mentoring programme
to support all leaders within the business.
Run focus groups to establish the
reality of working for the Group, from a
minority perspective (Gender, Disability,
Ethnicity and LGBT).
Embed the core Group values across
the whole organisation, and design
and develop the accompanying
behavioural framework.
Commence work on building a role
defined career ladder to simplify
structured career planning.
Continue to embed the Staff
Consultative Committee.
STAFF RETENTION RATE
71%
(2020: 75%)
The Well Led course was probably one
of the most effective trainings I’ve ever
done. I found it really valuable and it
made me reflect on how I did my job.
Employee engagement survey
Employee engagement levels are recognised
as central to how we operate and are
regularly discussed and considered across all
levels of management. Including quality of
leadership across CareTech employees, and
being informed on a broad range of subjects
including collaboration, working conditions,
roles and responsibilities, people development,
reputation, benefits and rewards, diversity
and inclusion, operational excellence and
responsible business.
The 2021 Employee Engagement Survey
was focused on seven key themes:
COVID-19 – It was important to understand
how supported and informed the workforce
felt throughout the unprecedented situation.
Feedback on initiatives such as a staff financial
support fund and a new employee wellbeing
scheme was crucial to informing and adapting
the Company’s continued response.
Trust – A temperature check on the clarity
and transparency of communication
across the Group. Ensuring our workforce is
informed, and we are giving them information
on things that matter to them.
Teamwork – Relationships and trust are
integral to an engaged workforce. We
needed to know how we really do.
Empowering – We needed to know how
challenged and motivated our workforce feels.
Corporate pride – It’s important to us for our
workforce to have a sense of self-esteem, and
feel part of our wider Group.
Career progression – We want to retain and
develop our workforce and understand the
reality of feelings around the opportunities
available.
Responsible business – We take this
seriously, and engage with our workforce
to support promotion of the CareTech
Foundation in the community, both within
and outside of the Group.
The Board considers the annual Employee
Engagement survey to be one of its principal
tools for measuring employee engagement,
motivation, attachment and commitment to
CareTech. It provides insights into employee
views and although it has a moderate
response rate, the returns are representative
of a diverse range of employees. In 2020
the response rate was low at 30%, however,
the average employee engagement score
was maintained at 70 points out of 100, 60
being representative of ‘engaged’, despite the
challenging year.
The Board also considers this engagement
to understand, for example, how CareTech is
using the survey outcomes in strengthening
Company culture and values.
We are currently awaiting the results of the
2021 Employee Engagement survey, and next
year we will focus on communicating these
results to staff, and selecting key priorities
from the themes to include in our people
strategy for next year.
Staff Consultative Committee
Chaired by an Executive Director, the Staff
Consultative Committee is made up of a
panel of 40 members of a cross section of
diverse employees. The employees represent
specific geographical regions across the
Group, and act as a conduit between the
staff and the Board on shared employment
and service issues that matter to employees.
Meeting at least three times a year, key issues
will be fed back to the Board regarding staff
welfare, employment matters and employee
engagement. The staff voice will be taken into
consideration when key decisions are made
that are likely to impact their interests.
Strategy in Action continued
BUILD THE INDUSTRY’S BEST
LEADERSHIP AND WORKFORCE CONTINUED
36
37
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
Progress this year
– Strengthened our internal Compliance
and Regulation team.
– Consolidated our independent visiting
programme under a single provider with
themed monthly visits.
– Developed and maintained a suite of
COVID-19 related policies to provide clear
guidance throughout the pandemic.
– Introduced the app Mind of My Own (Voice
of the Child) across every Children’s service.
– Trained staff across our Children’s specialist
mental health services in our chosen
outcome framework (‘CANS’) and began
the implementation.
– Reviewed key policies as part of our
corporate policy review cycle.
– Implemented our new safer recruitment
policy.
– Began integration of supervision process
into our Myrus system.
– Ensured quality framework operating across
our CQC and Children’s residential services.
– Launched DyLOS (‘Dynamic Line of Sight’).
Operational across 75% of our portfolio
with remaining sites going live before the
end of 2021.
– Refreshed Quality Improvement Plans
(‘QIP’) format being implemented across
all Children’s Services sites.
– Launched independently chaired
Responsible Individual Forum, which met
three times in 2021, and RI competency
framework.
– Implemented new MIS (Behaviour Watch)
across all CareTech schools, with phase 1
focusing upon incident management and
safeguarding.
– Implemented MIS (Charms) across our
Fostering business.
– Developed CareTech KPI, which is ready
to roll out across our Adults portfolio.
– Launched new clinical governance
committee.
Priorities for 2021/22
We have established five quality and
compliance themes to guide our priorities
over the coming year:
– Review and re-set our quality strategy
and Group quality objectives.
– Implement a Group-wide Clinical
Governance Framework.
– Review and develop our approach to
corporate risk and Board assurance.
– Become an open, just and learning
organisation.
– Improve our incident and safeguarding
management.
A series of projects will operate beneath each
of these five priorities over the coming year,
with progress being monitored by the Care
Governance Committee.
KPIs
– CQC ‘Good/Outstanding’ rating
– Ofsted ‘Good/Outstanding’ rating
– Occupancy levels
STRATEGIC REPORT
Strategy in Action continued
Quality is not simply compliance with the
requirements of regulation. Our approach
is to embed quality throughout the Group’s
operations and employ well-qualified and
skilled professionals who operate within our
quality framework. Our quality framework
and processes include, but are not limited to:
– Recruitment and retention of appropriate
staff alongside induction, training and
development programmes.
– Regular reporting from site managers
through to locality/regional managers,
operational directors and divisional senior
management as well as the Group’s
Executive Director of Quality Improvement.
– ‘Dynamic Line of Sight’ monitoring which
provides a site-based, up-to-date view
of performance across a range of key
performance indicators. This information
acts as an early warning system to help
prioritise support for services. Progress
against these KPIs is monitored by
senior management to drive continuous
improvement.
– Experienced internal Quality Improvement
and Compliance & Regulation teams who
operate across all divisions, reporting to
senior management. The teams undertake
a programme of improvement projects, as
well as regular inspection and assessment
of facilities and services against internal
quality assurance frameworks, and
additionally carry out thematic reviews.
– Monthly independent visiting to our
Children’s residential portfolio, in line with
the regulations, providing reports on the
quality of care, and recommendations on
how we can improve service delivery.
– Safeguarding Boards operating across our
portfolios to ensure we are operating in
line with nationally recognised standards.
– A Care Quality and Governance
Committee, chaired by Non-Executive
Director Professor Moira Livingston. The
Committee has oversight of all issues and
reports relating to the wellbeing of people
in our care, and commissions enquiries into
matters of concern. It also strives to ensure
that CareTech operates to the highest level
of professional care standards.
– Careful analysis of regulatory inspection
reports from external regulators.
– Board oversight through monthly reporting
of key performance indicators, quality and
compliance data.
Deliver high-quality
care, with reliable
outcomes at a
fair price.
Objective
The drivers for social care are to deliver
high-quality care, with reliable outcomes
at a fair price. We believe that the market
has recognised that CareTech offers the
best possible balance between quality
and value, and understands the need for
progressive thinking and innovation to
deliver ongoing results.
Our Group brands are strong and our
extensive commissioning relationships
across the UK are robust. This is reinforced
by our presence at major industry events
where we have been reliable sponsors and
commentators. The most effective way that
we sustain our reputation is by delivering
what we promise for the people we
support and by treating our staff well.
38
39
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
Providing opportunities to build
connections and participate in care
services, through assistive technology
The Smartbox team has been working closely
with 13 service users at Selwyn Care as part
of the 100 Voices project. The site has been
supported by assistive technology specialists
and speech-language therapists from
Smartbox, with training and clinical support.
This has included goal setting to provide
a personalised experience and help the
individuals experience success with their
new communication devices.
Throughout the 100 Voices project, staff have
been sharing their excitement as they observe
sustained attention levels with the adults
they are supporting as they interact with their
devices. This reinforces how communication
is about so much more than speech. It’s also
about building interactions and connection
between service users and those supporting
them, which happens as attention levels
increase and leads to the richer emotional
engagement that may not have been there
‘pre-device’.
As well as reports that the devices are making
communication easier, staff feel that they
are much more aware of the service users’
wants and needs. They have also been sharing
poignant moments where individuals have
extended the content of what they would
usually say and broadened who they would
say it to, enabling them to independently
order a drink in a café, for example.
Scott is an autistic resident at the Selwyn site,
who has typically communicated using sign
language. He is increasingly using Grid AAC
software to express himself and make choices.
When people do not understand what he is
trying to sign he can take his device and show
them what he means, enabling more people
to understand him. Staff have been shown
how to model language to Scott and support
him with how to navigate his device. This has
enabled him to explore new vocabulary and
show people the things he has seen that day.
“It’s been exciting to be able to demonstrate
the key strategy of ‘modelling’ vocabulary
when using AAC and the power it has to
support communication and language
development in the adult. It also shines
through in the confidence of the staff around
the individual. Learning together makes this
new AAC journey so much more achievable!”
says Becky Martin, Speech-Language
Therapist and Clinical AAC Specialist
at Smartbox.
KPIs
– Unit sales/growth
– Outcomes framework – improving the
lives of those we care for using digital
technology
STRATEGIC REPORT
Strategy in Action continued
Students have taken to the technology from
Smartbox so well that Hill House is taking
a whole school approach to AAC, which
will increase participation and opportunities
for communication for all students. New
students are now having communication
needs assessed on entry to the school, so
appropriate technology can be provided to
meet their needs. Harry is a 16-year-old pupil
who has had the opportunity to use AAC
for the first time since recently joining the
school. Harry is autistic and can communicate
verbally so to many he may not seem an
obvious candidate for AAC. However, much
of his communication is limited to answering
questions or talking about preferred topics,
such as trains and Thomas the Tank Engine.
Smartbox’s Grid software will enable Harry
to explore new language and talk about
a wider range of topics, using a mix of
symbolised communication, prediction
features and a qwerty keyboard. These are just
some of the features of the comprehensive
communication software package.
The support of symbolised text will help
Harry’s understanding of language and
enable him to start recognising more words.
This development in communication will be
supported throughout the school, as he is
surrounded by students who also use
symbols to aid their communication.
“Using Grid AAC software, Harry will be able
to expand the topics he talks about beyond
his special areas of interest. He will be able to
go to his device and express himself and his
emotions with new vocabulary, increasing
his spontaneous communication functions,”
says Kirsty Marsden, Highly Specialist Speech-
Language Therapist.
Collaborative effort
to bring care and
assistive technology
together.
CareTech embarked on a roadmap to develop
a sector first Digital Pathway of services for
people with disabilities and complex needs.
As a first project, and following Smartbox
joining the Group this year, our care teams
have been working with Smartbox on the 100
Voices pilot, a collaborative effort to bring care
and assistive technology together to benefit
100 people across our services. Nine months
into the pilot, the project team is already
seeing the impact for our service users who
are now being supported to communicate
using technology and access a world of
opportunity to engage more in society.
Collaboration between Smartbox
and Cambian schools sees students
succeeding with Augmentative and
Alternative communication (‘AAC’)
Assistive technology specialists from Smartbox
have been supporting Speech and Language
Therapist Kirsty at Hill House School to
implement AAC with a range of students,
many of which are participants in the 100
Voices project.
40
41
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
Our Key Performance Indicators
KPIs HELP US TO MEASURE THE GROUP’S PERFORMANCE
AGAINST OUR STRATEGY AND OBJECTIVES
REVENUE
£489.1m
(2020: £430.0m)
UNDERLYING EBITDA
£100.5m
(2020: £90.9m)
UNDERLYING PROFIT AFTER TAX
AND NON-CONTROLLING INTEREST
£53.0m
(2020: £46.4m)
How this is calculated
Revenue measures how we have filled our
capacity and the fees we have charged,
together with the impact of acquisitions.
Performance this year
Revenue has increased by 13.8% year on
year to £489.1m, due to the acquisition
of Smartbox in October 2020, the assets
transferred from The Huntercombe
Group and organic growth achieved
in the core business.
How this is calculated
Underlying EBITDA is operating profit
stated before Interest, Tax, Depreciation,
Amortisation, ExSOP share-based payments
charge and non-underlying items that
are described in note 6 to the Financial
Statements.
Performance this year
Underlying EBITDA has improved by
£9.6m, a 10.5% year on year increase.
This reflects the acquisition of Smartbox,
assets transferred from The Huntercombe
Group, improvements to divisional margins
and organic growth achieved by the core
business.
How this is calculated
Underlying profit after tax and non-
controlling interest is the Group’s profit
after provision for taxation excluding non-
underlying items such as amortisation of
intangible assets, which are fully described
in note 6 to the Financial Statements.
Performance this year
The profit after tax is 14.3% more than
2020, representing an improved return
to shareholders.
FINANCIAL
UNDERLYING BASIC EPS
47.87p
(2020: 42.26p)
How this is calculated
Underlying basic earnings per share is
the profit after tax divided by the weighted
number of Ordinary Shares, which are
fully described in notes 11 and 12 to the
Financial Statements.
Performance this year
The underlying basic earnings per share
has increased by 13.3% in the year.
OPERATING CASH CONVERSION
96.1%
(2020: 103.9%)
NET DEBT
£258.7m
(2020: £268.9m)
How this is calculated
Cash flow from operations before non-
underlying items and tax (and excluding
capex) divided by underlying EBITDA.
Performance this year
Operating cash conversion was strong at
96.1% underlying EBITDA to cash conversion.
How this is calculated
Net debt comprises cash and cash equivalents
net of bank loans and borrowings and HP
leases previously accounted for under IAS 17
excluding Project Teak sale and leaseback.
Net debt remains unchanged following the
adoption of IFRS 16.
Performance this year
The Group continues to have a strong
financial position.
Purple is changing the disability
conversation
Our flagship programme supporting
businesses to improve the disabled customer
experience, Purple Tuesday, had a social
reach of over 11 million and trended at
#4 worldwide on Twitter on our November
celebratory day. Our ITV advert was seen by
over 1.5 million people. Over 4,500 businesses
took part making over 6,000 commitments
to improve accessibility. From mental health
awareness training to improving accessibility
of websites, the movement for seeing real
change has traction. We are pleased the
impact has been across all sectors and
with organisations of all sizes.
To support businesses, during FY21 we have
introduced Purple 365, a subscription service,
providing training and development through
monthly webinars (available live and on
demand) and supported resources.
Purple has been successful in framework
contracts for Direct Payment services for
disabled people in Nottinghamshire and Luton.
This complements existing contracts in both
the social care and health sectors. Throughout
the COVID pandemic we continued to provide
a full service and automated what we do to
increase both efficiency and quality to over
4,500 disabled people receiving care from
over 6,500 personal assistants.
Purple has transformed the way we work with
a blend of digital services supported by direct
contact with staff experts in their field.
Strategy in Action continued
DIGITAL ADOPTION WITHIN SOCIAL CARE CONTINUED
Priorities for 2021/22
Expand in all our services in the UK
and abroad.
Continue building a brand as the go-to
disability organisation for both disabled
people and organisations.
Accelerate awareness and understanding
of Purple’s offering.
Over the next 12 months we are looking to
expand in all our service areas in the UK and
abroad. We are building a brand as the go-to
disability organisation for both disabled people
and organisations. Regular appearances in
both national broadcast and print media are
accelerating awareness and understanding
about what we do.
43
Strategic Report
42
CareTech Holdings PLC / Annual Report and Accounts 2021
REGULATORY RATING (%) – FACILITIES
RATED ‘GOOD’ OR ‘OUTSTANDING’
CQC86%
(2020: 91%)
Ofsted80%
(2020: 82%)
ANNUALISED RETENTION RATE
71%
(2020: 75%)
How this is calculated
The markets that CareTech operates in are regulated by Ofsted and
the CQC and their equivalents in Scotland and Wales. Each facility
is inspected and given a score, with a range of outcomes from
‘Outstanding’, ‘Good’, ‘Requires Improvement’ to ‘Inadequate’
(or equivalent).
Performance this year
Whilst both CQC and Ofsted regulatory ratings compare favourably
to the industry average, we remain committed to providing
the highest quality of care across all our services and have
comprehensive improvement plans in place.
How this is calculated
The number of employees working for the year to 30 September 2021
as a percentage of the number of employees at 1 October 2020.
Performance this year
Maintaining high levels of staff retention underpins our high-quality
service ratings. Whilst our retention rate compares favourably to the
industry average, as the effects of the pandemic have eased, there
has been a reduction in applications and a higher rate of attrition
leading to recruitment challenges.
QUALITY
EMPLOYEE RETENTION
Our Key Performance Indicators continued
ADULTS SERVICES
2,104places
(2020: 1,997 places)
MATURE ESTATE OCCUPANCY
80%
(2020: 83%)
CHILDREN’S SERVICES
2,000places
(2020: 1,959 places)
FOSTERING
875places
(2020: 1,028 places)
How this is calculated
The Group’s capacity is the total number of places that the Group is
able to offer at that date. It is a total including residential care beds,
independent supported living accommodation, community support
service users and children that foster carers can currently look after.
How this is calculated
The Mature Estate Occupancy is the total number of Adult and
Children’s Services users placed in services that were open
throughout the year.
Performance this year
The mature estate occupancy has remained broadly unchanged with
the slight decrease due to the timing of the start of the educational
year because a number of non-residential Cambian schools operate
on a 38-week basis with the new education term commencing
in October.
BLENDED OCCUPANCY
78%
(2020: 80%)
How this is calculated
Blended occupancy is the total number of Adults and Children’s
Services users actually placed as a percentage of the Group’s total
capacity and so reflects facilities undergoing development and
reconfiguration.
Performance this year
The ratio has broadly remain unchanged and is also impacted by
the timing of the start of the educational year because a number
of non-residential Cambian schools operate on a 38-week basis
with the new education term commencing in October.
Performance this year
Adults Services increased to 2,104 primarily due to the beds transferred
from the Huntercombe Group which complement our Specialist
Services division and broaden our Care Pathway.
Children’s Services capacity increased to 2,000 primarily due to a
number of new developments opening. Fostering decreased to 875
due to a reduction in the number of foster parents and blocked beds.
OPERATIONAL
CAPACITY
45
Strategic Report
45
44
CareTech Holdings PLC / Annual Report and Accounts 2021
We create value for our stakeholders
Our people
Our staff are the bedrock of the organisation
and deliver great quality care for the people
we support. We have 11,000 employees and
have delivered 240,000 e-learning courses,
over 45,000 face-to-face interventions,
and 3,000 virtual classroom sessions. We
have supported just under 1,200 learners on
apprenticeship programmes across the Group.
Our commissioners
The value CareTech creates for our
commissioners is reflected in service user
reviews and collectively at a service level
review. The sharing of regulatory reports and
those conducted by independent visitors allow
the quality assurance of our provision to be
shared. We have relationships with >300 local
authorities and care commissioning groups.
Our communities
Over 5,500 organisations participated
this year in Purple Tuesday making over
7,000 commitments to make changes in
practice from more accessible websites,
improved signage, formalised quiet hours
for people with learning disabilities, to
frontline staff learning hello, goodbye and
other phrases in British Sign Language.
With media opportunities giving 17.4 million
people across Britain access to the initiative
and top trending on Twitter worldwide, Purple
Tuesday has become the go-to brand for the
disabled customer experience.
The CareTech Foundation is the first corporate
foundation in the UK social care sector,
demonstrating the Group’s commitment to
wider society and to our staff, and our desire
to play a strong leadership role within the
social care sector. The Foundation’s mission
is to support and champion the social care
sector, care workers and those living in care.
Our investors
Since IPO, Revenues, underlying EBITDA
and EPS have grown by a CAGR of 21%,
26%, and 17% respectively. CareTech’s
market capitalisation has gone from £60m
at IPO through to c.£700m. CareTech has
a progressive dividend policy and paid out
12.75p for 2021.
Engagement with our stakeholders
The six key stakeholders identified by the
Board are at the heart of what we do, being:
people in our care; our customers; our
shareholders; our Regulators; people; and our
suppliers. It is of the highest importance to us
that we engage with all of our stakeholders
meaningfully, to inform decision-making and
ensure we provide value in all areas of our
business. It is challenging to ensure all of our
stakeholders have the same experience with
the Group, due to our wide range of locations,
operations and roles; therefore, we promote an
ongoing dialogue with all our stakeholders to
enable us to effectively act on feedback, and
we foster a culture of honesty and integrity.
Our approach to looking
after people in our care
We believe the wellbeing of those entrusted
in our care is our single most important
corporate responsibility.
We have continued to strive for long-lasting
improvements in our services in a way that
is consistent with the interests and priorities
of our stakeholder community. As always,
the driving force underpinning the Group’s
operations is the delivery of the highest quality
of care to those in our care.
As the Group grows, we strive to maintain
a culture that never forgets the important
relationship we have with the people
we support. We seek to nurture these
relationships and see them as partnerships of
mutual interest and respect, with our person-
centred approach ensuring people’s interests
are safeguarded and vulnerabilities minimised.
STRATEGIC REPORT
Engaging with our Stakeholders
We provide a Care Pathway to meet the
needs of the people in our care, and our
professional care and education teams
strive to make each day an extraordinary
day. Across the Group, we look after
close to 5,000 people.
46
47
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
How we engaged during the year
– CareTech’s services are present on a
multitude of purchasing frameworks
across England, Scotland and Wales.
These procurement tools allow providers,
through a combination of quality and fees,
to become a recognised provider aligned
to their provision type. This provides a
purchasing mechanism to allow the Group
to access placement referrals for people
whose needs could be met by our services.
– The referral and placement of people takes
place daily across the Group. This process
involves many people from commissioners
and Group staff, with a single focus on
understanding and being able to articulate
how the needs of a person can be met.
– Operational colleagues have had regular
contact with commissioners regarding each
placement. Alongside this, there are formal
reviews to understand the progress of each
person placed and determine any changes
to an individual’s care plan.
– With the challenges of the pandemic, face-
to-face meetings were replaced with video
calls with providers and commissioners
settling into new and effective ways of
communicating.
Outcomes
– Business development teams have
had strategic discussions regarding the
sufficiency requirements of commissioners
and this feedback allowed the planning of
future services.
– Senior operational staff, alongside the
business development teams, supported
‘whole’ Authority Business Reviews that
allow detailed discussion on performance
to take place.
Our approach to shareholder
engagement
The Board appreciates that effective
communication with the Group’s shareholders
and the investment community as a whole is
a key objective. The views of both institutional
and private shareholders are important, and
these can be varied and wide-ranging, as is
their interest in the Group’s strategy, reputation
and performance.
The Group Executive Chairman has overall
responsibility for ensuring this communication
is effectively conveyed and for making the
Board fully aware of key shareholders’ views,
comments and opinions. Contact with
investors throughout the year is a priority and
the Board strives to look after their interests.
General presentations to major shareholders
following the publication of the Group’s
annual and interim results are conducted by
the Group Executive Chairman and the Group
Chief Financial Officer as are regular meetings
through the year with fund managers and
investment analysts.
Robust year-on-year dividend growth is an
objective and all shareholders are encouraged
to attend CareTech’s Annual General Meeting,
which all Board members attend, as this
provides an opportunity to address questions
to the Directors.
The Group’s annual and interim reports are
available to all shareholders and all results,
Group announcements and related investor
information can be accessed via the corporate
website, www.caretech-uk.com. The website
is under constant review in an effort to
maximise the effectiveness of information
made available to shareholders.
The Board embraces open dialogue with
shareholders and works with its stockbrokers,
Numis and Panmure Gordon to ensure that
an appropriate level of communication
is facilitated through a series of investor
relations’ activities.
Our approach to engaging with
commissioners
The commissioners in local authorities and
health bodies across England, Scotland and
Wales are key stakeholders for CareTech. The
people in our care are typically referred by a
social worker or case manager and access
to our services is purchased through the
authority’s respective commissioning teams.
The funding of placements is not always met
by social care; health commissioners support
the payment of any ‘health’ component of
a care package. Effective engagement and
communication with these stakeholders is
a priority for the Group.
All staff at CareTech interface in some
way either directly or indirectly with local
authorities and other commissioners.
The Group’s business development teams
have overall responsibility to ensure that
engagement and communication are
effective, and, together with operational
colleagues, ensure that the Board is fully
aware of commissioning trends. Contact
with local authorities is at least daily across the
Group. This ranges from the daily partnership
working with social work teams to ensure
that the needs of people in our care are
being met, to formal placement and business
reviews. These reviews involve our core staff,
senior operational colleagues and Directors,
depending on the meetings’ requirements.
The demonstration of value for the services
that the Group provides is objective, and this is
demonstrated individually through placement
reviews and collectively at a service level
review. The sharing of regulatory reports and
those conducted by independent visitors allow
the ongoing quality assurance of our services
to be shared.
The Group’s websites detail the specifics
of our service offerings. This is under
constant review in an effort to maximise the
effectiveness of information made available
to all stakeholders.
The further expansion of our Care Pathway
seeks to provide ‘whole of life’ of solutions
to the needs of the people we support,
maximising independence where possible by
encouraging education, promoting choice,
being proactive with family members,
providing training for employment where
feasible and nurturing personal ambition
where helpful. In the past year we have
celebrated the achievements of those we
support across the country, including holding
our annual Art competition and Blooming
Marvellous gardening competitions.
We are determined to preserve the dignity
of those we care for and fully support
government initiatives to this end. We see
making each day an extraordinary day for
those in our care a vital ingredient to their,
and our, success.
From the first time we meet each person
we start to gain an understanding of not
only their needs which are often complex
and challenging, but most importantly to
understand their future aspirations so that a
plan to support them in our care is individual
and as best informed as possible. Where
present, parents (carers/guardians), social
workers and other professionals play a key
role in supporting the development of their
individual care plan.
A person’s care plan is dynamic, informed
and updated by ‘their voice’ together with
the professionals supporting them in their
placement, alongside their social worker
(and other external professionals) as well as
advocacy services and independent reviewing
professionals who visit services regularly.
This multi-disciplinary approach ensures that
the care plan is as rich and well informed
as possible. Where communication is a
challenge for a person, the use of appropriate
communication techniques are important,
from computer assistive devices, such as those
provided by our Smartbox GRID technology,
to British Sign Language and Makaton
to ensure their voice is heard. We have
implemented Mind of My Own across all our
Children’s Services to enable us to capture and
‘listen’ to the voice of the young people in our
services and respond to their individual needs.
We spend time to explain how each person’s
voice can be heard, and what they should do
if they think that this is not happening. They
are reminded of this on an ongoing basis.
How we engaged during the year
– Each person was formally reviewed against
clear progress targets being set by the team
supporting the person.
– We utilised surveys, in the form of simple
questionnaires, to ensure that our provision
was meeting the needs of those in our
care. As part of the regulatory inspection
process, inspectors met with the people
in our care and asked for their feedback,
which is included as a key part of the
inspection report.
– We supported visiting and contact with
parents appropriately and as agreed as
part of any care plan. Whilst during the
pandemic this was restricted, this has
now been fully restored.
Outcomes
– During the pandemic, there was need to
keep our sites COVID-19 secure and safety
measures were put in place.
Our priorities in 2022 include continuing
to ensure that we work towards the
aspiration of each person by making every
day an extraordinary day and celebrating
their successes.
At 19, despite the many challenges of
autism, Jake has embarked on a career
in horticulture – a subject he loves. He
proved his ability to work independently
on a work placement at a local community
garden where his diligent work earned
him an invitation to a permanent job. He
now works three days a week helping to
keep the community parks and gardens
maintained.
This transition from school to work was a
challenging one for Jake; his autism means
that he finds any change to his routine very
hard to manage. When the opportunity
of the perfect work placement came up,
his team at school worked hard to provide
him with the support and competences he
needed to succeed – and to help him fulfil
his ambitions to work in a gardening and
landscaping role.
The team’s support helped Jake to build his
confidence until he felt fully settled in his
new environment. Working independently
helped him to learn new life skills as well
as practical skills, enabling him to develop
and grow. This carefully managed support
has allowed him to move on and be
independent in his new career.
“Jake is very ready to leave the classroom
now and have that practical outdoor
experience which he loves. He likes the
one-on-one interaction with the park
ranger and they get on very well so I think
it is a perfect choice for his career path
and the best outcome for him. We are
so delighted to see him thrive in his
new-found independence.”
Sarah Chatterton, Interim Head
of Education, Brook View School
Independence for Jake
as he embarks on a
career in horticulture
CASE STUDY
Engaging with our Stakeholders continued
48
49
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
How we engaged during the year
– Supplier relationships are primarily
managed by our property and
procurement team.
– Payment practices are monitored
on a monthly basis.
– The Board reviewed and approved the
Company’s Modern Slavery Act Statement.
– Suppliers must demonstrate that they
operate in accordance with recognised
standards that uphold human rights and
safety and prohibit modern slavery.
Outcomes
– Liaison with suppliers on an individual
basis to provide information on the
Group’s ordering pattern.
– Due to the pandemic, reached beyond
the normal supply chain to source new
domestic and international suppliers.
How we look after our people
The CareTech Group recognises the
increasing importance of engaging with its
workforce. Employee engagement is critical
in maintaining strong operational delivery, in
uncertain times of change. We therefore strive
to maintain and create further opportunities
to generate dialogue between management
and our employees – both directly and
through varying channels. The Board believes
effective engagement to be a key element of
its understanding of the Company’s ability to
create value as it recognises that our people
are our greatest asset. Employee views can
help inform the Board on matters such as
operational effectiveness, Company culture,
key areas of development and risk, and
strategy development and delivery.
How we engaged during the year
– Management regularly engages with the
workforce through a range of formal and
informal means, including via webcasts
and emails from the Group Chief Executive
Officer and other senior executives, team
meetings, and face-to-face gatherings
where safe to do so in line with COVID
restrictions.
– We gain feedback from colleagues through
a full annual survey which is analysed by the
Board and Executive Committee with action
plans put in place to respond to findings.
Outcomes
– Increased investment in wellbeing support
for colleagues (see page 23).
– Ongoing work to create a culture of
recognition and praise.
– Inaugural Staff Consultative Committee.
The CareTech Group
recognises the
increasing importance
of engaging with its
workforce. Employee
engagement is critical
in maintaining strong
operational delivery,
in uncertain times
of change.
How we engaged during the year
– Group Executive Chairman and Group
Chief Financial Officer reported back to
the Board after the investor roadshows.
– Regular, detailed feedback provided to the
Board by our stockbrokers, financial public
relations and investor relations advisers to
inform the Board about investor views.
– Regular meetings between the Group
Executive Chairman, Group Chief Financial
Officer and Group Chief Operating Officer
with institutional investors, sales teams and
industry/sector analysts.
– Released regular updates on the operational
and financial performance of the Group
incorporating occupancy levels, quality
ratings, revenue, profitability by division, net
debt and appropriate commentary on key
business trends.
– The Group Executive Chairman engaged
with larger institutional shareholders
to discuss matters including the Board,
strategy, remuneration and corporate
governance.
– All communication from individual
shareholders reviewed by management
and provided with a response.
– Ensured that all shareholders have
equal access to information by making
documents presented at investor meetings
available on the Group’s corporate website:
www.caretech-uk.com.
– As pandemic mitigations have eased,
we have been able to accommodate
shareholder visits to our services.
Outcomes
– Increased focus on ESG matters and
our inaugural Purpose Report.
– More time allocated to senior and
next-level operational management.
Our approach to engaging
with our regulators
CareTech operates in a highly regulated
environment. The Group invests heavily
in its internal compliance capacity and has
established open, transparent, and positive
relations with care, health and education
regulators in the national and international
environments within which we operate.
CareTech sits within the CQC ‘Market
Oversight’ group and complies fully with
the financial, business and care regulatory
requirements that market oversight brings.
Regulatory requirements differ across both
the sectors that we operate in, but also in
the devolved administrations of Scotland and
Wales. The Group’s internal compliance team
supports the business to understand and
interpret the external regulatory landscape
and ensure continued compliance with all
regulatory requirements. The ratings across
the Group continue to compare well with
other providers.
This year has seen the need to engage with
regulators in a very different way. COVID-19
has impacted on the regulatory programmes
of all of the national regulatory bodies. The
first part of the Group’s operating year saw
the suspension of the vast majority of site
inspections and of the awarding of ratings.
The Group engaged with the amended
regulatory programmes and introduced
enhanced risk assessment processes and
reporting for all services to provide additional
compliance assurance to regulators.
Alongside engagement with regulators,
the Group further enhanced strategies
and policies for effective data protection
information governance, and in meeting
health and safety requirements.
How we engaged during the year
– National relationship meetings with Ofsted
and CQC.
– On-going dialogue with relationship
managers through COVID-19.
– Introductory meetings for newly appointed
CareTech senior managers.
– Regular dialogue at regional and local level
on services’ quality and compliance.
– Participation in consultations and learning
events with all regulatory bodies.
– Working closely with the regulator and
NHSE/I on services transferred to our
Coveberry Group in particular with
the CQC to improve a service with an
inherited Inadequate rating and to address
failings in another service to ensure the
future operating model meets the Right
Support, Right Culture, Right Care national
requirements.
Outcomes
– During a period where it was difficult to
undertake normal inspections, we worked
with the Regulators to facilitate focused
inspections and virtual visits to our sites.
Our approach to supplier engagement
The Board is mindful of the importance of
ensuring that the Group is able to source a
broad range of high-quality products from a
base of well-respected suppliers and of being
a trusted partner for our suppliers. Sourcing
personal protective equipment throughout
the pandemic has never been so important as
in 2020 as we have depended on it to ensure
that we have sufficient stocks and other
suppliers for us to be able to deliver care in
a safe environment during the pandemic.
Engaging with our Stakeholders continued
50
51
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
Employee engagement is critical
in maintaining strong operational
delivery, in uncertain times of change.
Throughout this Annual Report, we provide examples of how we:
– take into account the likely consequences of long-term decisions;
– take into account the interests of the Company’s employees;
– foster relationships with our suppliers, customers and others;
– have a positive impact by the Company’s operations on the community and environment;
– attribute importance to behaving as a responsible business; and
– act fairly between members of the Company.
The Board of Directors of CareTech Holdings PLC consider, both individually and together, that they have acted in the way they consider,
in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to
the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 30 September 2021.
Reporting requirement
Explanation
For more information
The likely consequences of
any decision in the long term
All decisions are made with long-term consequences in mind and aligned
to our core purpose.
Our business model page 08
We maintain a conservative funding structure and a progressive dividend policy.
page 47
The interests of employees
Our annual employment survey was completed with positive feedback.
Inaugural Staff Consultative Committee held to ensure that the voices
of our staff are at the heart of our business.
page 36
The need to foster business
relationships with suppliers,
commissioners and others
The Board has identified the Group’s key stakeholders to be people in our care,
employees, commissioners, shareholders, suppliers, regulators, lenders and
communities. Regular communication takes place to listen and encourage
participation from all our stakeholders.
pages 47 to 51
The impact of operations
on the community and the
environment
In 2021, we developed our new Responsible Business strategy – CARE4,
and donated £1.2m to the CareTech Foundation to support the wider social
care sector.
Our approach to responsible business page 54
CareTech Foundation page 61
The desirability of maintaining
a reputation for high standards
of business conduct
We remain committed to becoming the highest quality provider of care,
education and therapeutic support.
We believe good governance is vital, and having clear divisions of
responsibilities and roles.
Our approach to responsible business page 54
The need to act fairly between
members of the Group
The Board embraces open dialogue with all stakeholders and works with
its brokers to ensure an appropriate level of communication is facilitated.
Our shareholder engagement page 81
Statement by the Directors
in performance of their statutory duties in accordance with s172(1) Companies Act 2006
52
53
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
STRATEGIC REPORT
2021 results
The methodology used to calculate the
GHG emissions is in accordance with the
requirements of the following standards:
– World Resources Institute (‘WRI’)
Greenhouse Gas (‘GHG’) Protocol
(revised version).
– Defra’s Environmental Reporting Guidelines:
Including Streamlined Energy and Carbon
Reporting requirements (March 2019).
– UK office emissions have been calculated
using the Defra 2020 and 2021 conversion
factor repository.
Following an operational control approach
to defining our organisational boundary,
our calculated GHG emissions from business
activities fall within the reporting period
of October 2020 to September 2021 and
using reporting period of October 2019 to
September 2020 for comparison.
Emissions and energy usage
Emissions Source
Emissions tCO2e
Variance
2020
2021
Scope 1
Natural gas(i)
3,179
4,779
50%
Other fuel types(ii)
1,195
1,387
16%
Company and leased cars
3,914
3,433
-12%
Total Scope 1
8,288
9,599
16%
Scope 2
Electricity
3,108
2,751
-11%
Total Scope 2
3,108
2,751
11%
Scope 3
Electricity transmission and distribution
267
243
-9%
Employee cars(iii)
166
378
128%
Total Scope 3
433
621
43%
Total (Market-based)
9,307
10,265
10%
Total (Location-based)
11,829
12,971
10%
Total Energy Usage (kWh)1
53,011,194
70,852,968
34%
Normaliser
tCO2e per FTE
1.6
1.6
-%
Table 1 – Energy
(i) Natural gas During 2021, we have worked towards improving data quality (better data from more sites) that
has resulted in increases in reported emissions as the standard data under-estimated the position. We do
not believe there is any material increase in real emissions and are satisfied that 2021 data provides a robust
baseline from which to calculate our emissions reduction plan.
(ii) Other fuel types Improved data quality has provided greater accuracy with reference to use of other fuels
(e.g. heating oil) data for which was unavailable previously.
(iii) Employee cars The reported year-on-year increase is primarily due to greater data accuracy. Employee
mileage data is difficult to obtain and the estimation protocol means that emissions are more likely to be
over-estimated than under-estimated. During 2022, we will work to improve data accuracy to inform our
decarbonisation plans and will also launch a staff travel programme.
1
Energy reporting includes kWh from scope 1, scope 2 and scope 3 employee cars only (as required by
the SECR regulation).
Operating Responsibly
Carbon emissions
CareTech recognises that our global
operations have an environmental impact and
we are committed to monitoring and reducing
our emissions year-on-year. We are also
aware of our reporting obligations under The
Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon
Report) Regulations 2018. As such, this year
we have continued our energy and carbon
reporting to meet these new requirements
and increase the transparency with which
we communicate about our environmental
impact to our stakeholders.
2021 performance
This year we have calculated our
environmental impact across the required
scope 1, 2 and 3 (selected categories) emission
sources. Our emissions are presented on both
a location and market basis. On a location
basis our emissions are 12,971 tCO2e, which
is an average impact of 1.6 tCO2e per FTE and
an increase of 10% from 2020. Our market
basis emissions are 10,265 tCO2e, which
is an increase of 10% from 2020. We have
calculated emission intensity metrics on a
per FTE basis, which we will monitor to track
performance in our subsequent environmental
disclosures.
During 2021, we have worked towards
improving data quality (better data from more
sites) that has resulted in increases in reported
emissions as the standard data under-
estimated the position. We do not believe
there is any material increase in real emissions
and are satisfied that 2021 data provides
a robust baseline from which to calculate
our emissions reduction plan.
Energy and carbon action
In the period covered by the report the
Company has undertaken the following
emissions and energy reduction initiatives:
– We commissioned a project to update
our EPCs; providing us with a benchmark
Energy Performance per property type and
understand where we can best focus our
energy reduction strategies.
– As the boilers in our services come to the
end of their lifespan, we replace them with
newer more efficient condensing boilers.
CareTech recognises that our global
operations have an environmental impact
and we are committed to monitoring and
reducing our emissions year-on-year.
– Newly installed or upgraded radiators are
fitted with a thermostatic valve and the
systems balanced.
– We upgrade to LED lightings when
refurbishing services and when current
fittings come to the end of their lifespan.
– We have domestic kitchens in all our
services and choose AA-rated energy
efficient ovens, fridges, freezers when
replacing or upgrading.
– We replaced 60 of our fleet vehicles with
newer more fuel-efficient models and
started a programme of ordering electric
and hybrid vehicles, both these initiatives
will expand in the 2022 period.
55
Strategic Report
54
CareTech Holdings PLC / Annual Report and Accounts 2021
Governance
Our belief in creating value for all of our stakeholders drives
our commitment to good governance, transparency and
effective engagement with all involved in our business,
safeguarding its long-term success.
CARE4
Planet
We know that healthy lives go hand in hand
with a healthy planet. We are committed
to caring for the wellbeing of our planet
to safeguard all our futures.
CARE4
Innovation
We believe that good business creates value
for society as well as for those whom we care.
Our innovative approaches will expand our
business for a successful future, helping us
to enable independence for more people,
positively impacting more lives.
CARE4
Community
Thriving communities are central to our success
and we aim to be an active contributor in all the
locations in which we operate. We also support
the vital role of the wider social care sector
through the CareTech Foundation.
CARE4
People
Our business exists to facilitate better lives —
for the people in our care and the people who
work for us. We aim to be the sector’s best
workforce and so we offer market-leading
employment opportunities, creating better
futures for our employees.
Social Impact
The purpose of our business is to enable children, young people and adults
with complex needs to make their own life choices, and to develop confidence
and independence to live, learn, thrive and engage, building better futures.
Operating Responsibly continued
We are proud of the life-changing results that
we achieve for individuals in our care. Our
shared purpose to build independence for our
service users means that a focus on quality
care and good governance has always been
central to the way we operate.
We aim to ensure that our staff are provided
with opportunities to develop their skills
and careers, as well as the opportunity
to participate in Company ownership.
The pandemic, and rising concerns about
climate change, resource scarcity and human
rights have made it clear to us that sustainably
– operating responsibly – is a business
imperative.
Building on our inherent culture of
responsibility, in 2021, we have made a
commitment to new strategies to address
urgent environmental issues, alongside
further enhancing our people policies that
are focused on equally important human
issues such as diversity, equity and inclusion.
Published alongside this year’s Annual Report
is our first Purpose Report, which describes
this exciting new strategic approach and
how it is central to the way we do business.
CARE4 –
Responsible business at CareTech
CARE4 is our new Responsible Business
strategy. We have developed a framework
(see facing page) that reflects the material
issues for our business and sets key
commitments to measure progress. It is
rooted in our corporate purpose: building
independence, to enable better futures.
“If I can walk again, I can do
everything else again!”
When Regan left hospital and moved into
Clock Tower Mews in August 2016, he hadn’t
walked since February of that year. By June
2020, with our expert support, Regan had
started to stand and walk with staff holding
him gently and, by the end of the year, he
was walking unaided. By 2021, Regan was
happily and freely walking around his home
on his own.
“Regan is very independent now; if he
fancies a snack he will walk into the kitchen
and get one for himself. He’s much more
able to make his own decisions, which
has been life changing for him. There are
particular toys and music he likes and if he
wants to watch TV he will just pick up the
remote control to change the channel and
choose what he wants to watch. He has
not only gained independence in a physical
way but has also grown in confidence and is
trying new things. He never enjoyed drawing
but he is actually picking up a pencil and
drawing pictures now. So, it’s not just his
walking; this has boosted his self-confidence
completely. Now his attitude is ‘If I can walk
again, I can do everything else again!”
Regan’s Support Worker, Helen
Reagan regains
his independence
CASE STUDY
We will continue to develop this approach
in 2022 as we seek to build our business on
truly sustainable foundations. To ensure that
this vital work maintains momentum, we have
appointed our first ever Sustainability Director
who will drive the agenda in parallel with our
business development agenda.
We will report our progress using an ESG
framework alongside our own Purpose Report
that will focus on the considerable social
impact of our business – enabling more
independence on an everyday basis.
Our strategy focuses on four key areas
– CARE4 Planet, CARE4 People, CARE4
Innovation, and CARE4 Communities.
Social impact
Our purpose is to enable children, young
people and adults with complex needs to
make their own life choices, and to develop
confidence and independence to live, learn,
thrive and engage, building a better future.
We describe this as providing Extraordinary
Days, Every Day.
We will quantify, establish goals and report
on the social impact of delivering our core
purpose of building independence for
better futures.
Our commitment:
We will establish a robust set
of Social Impact Indicators and
reporting methodology so that
we can measure and report on
the social impact of delivering
our core purpose.
OPERATING RESPONSIBLY
56
57
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
CARE4 People –
a better future for our people
Our business exists to facilitate better lives
– for the people in our care and the people
who work for us. We aim to be the sector’s
best workforce, offering market-leading
employment opportunities and creating
brighter futures for our employees.
Our CareTech Management Development
Programme embeds our values and
behaviours into the leadership DNA across
the Group. We reinforce this through our
CareTech Senior Coaching and Mentoring
Programme to ensure that our leadership
approach is embedded in everything we do.
Training and development
All staff have access to a formal induction
process. This begins with mandatory
induction and statutory training during the
first six months of their employment. Our
e-appraisal system – ‘Job Chat’ – enables
staff to identify their career aspirations. We
also support individuals through a range of
personal development opportunities, including
apprenticeships.
Sharesave Scheme
We believe that our staff should benefit from
the success and growth of the organisation.
We are now in our third cycle of our Sharesave
Scheme, which allows staff to save between
£5.00 and £500 per month for a period of
three years. At the end of the three-year
period, the scheme matures and staff are able
to redeem their investment and hold or sell
those shares as they choose.
Reward and recognition
CareTech launched its Thank You initiative in
2021. This drives recognition of our staff on a
daily basis, making staff recognition a key part
of our DNA. We have distributed over 2,500
thank you cards to staff across the business,
accompanied with reward vouchers.
CARE4 Innovation –
a better future for business
We believe that good business creates value
for society as well as for those we care for.
Our innovative approaches will help expand
our business and secure a successful future,
helping us to enable independence for more
people and positively impact more lives.
Our commitment:
We will be an employer of
choice, investing in our people
and valuing their diversity.
We will ensure strong, fair and inclusive
front-line leadership through our
CareTech Management Development
Programme. We will launch our new
Diversity Equity & Inclusion Strategy,
driving fairness and equity across all
that we do.
Progress to date
Rewarding our people
We recognise the importance of fair terms
and conditions for our staff.
Leadership and management
Our CareTech Leadership and Management
Academy offers personal development for
front-line staff through to senior operational
leaders. The Academy provides a variety
of programmes to develop the leadership
knowledge, understanding, skills and
competences of our leaders, focused around
achieving Good and Outstanding outcomes
in a social care setting.
Our commitment:
We have established our new
CareTech Technology division
to spearhead our technology
and innovation agenda.
CareTech aims to become a digital leader
in the disability and specialist social care
sectors by developing an end-to-end
pathway of innovative services that blend
care and technology. Building on our
maiden investment in Smartbox, we will
accelerate the pace of our investment
and development of innovative digital
solutions to reach more people around
the world who can benefit from these
technologies. We will continue to
modernise our business approach across
all areas of the Group, embracing new
ways of providing high-quality care.
Progress to date
Augmentative and Alternative
Communication (‘AAC’)
Smartbox will enable more disabled
children and adults to have a voice and live
more independently. This exciting assistive
technology includes their flagship AAC
platform. This supports a wide range of
conditions and literacy levels with features for
symbol and text communication, accessible
apps, environment control, internet browsing
and much more.
Operating Responsibly continued
CARE4 Planet –
a better future for the planet
We know that healthy lives go hand-in-hand
with a healthy planet. We are committed to
caring for the wellbeing of our planet
to safeguard all our futures.
Progress to date
Our carbon footprint
To meet our reporting obligations under The
Companies and Limited Liability Partnerships
(Energy and Carbon Report) Regulations 2018,
we publish our carbon footprint annually
in our Annual Report. CARE4 increases our
focus on carbon emissions and sets a clear
reduction target and a commitment to
developing a carbon reduction plan compliant
with ‘Task Force on Climate-Related Financial
Disclosures’ requirements in 2022.
In 2021, our carbon footprint was 70,853
tCO2e, an increase of 34% vs 2020. This
increase is primarily due to improved data and
transparency in our second year of reporting.
During 2022, we are committed to further
improving data collection and developing
a carbon reduction plan.
Scope 1 accounts for 74% of our emissions
and this is dominated by our fleet and
our property energy consumption.
We are transitioning our fleet to hybrid,
electric and low-emission vehicles and
have already removed diesel vehicles as an
option for Company cars and offered staff
a Cycle to Work scheme.
Our Smartbox business is well on the way
to a fully-electric fleet, delivering both
significant emission reductions and cost
savings. We have embarked on a significant
programme to improve energy efficiency
at all our properties. Further detail of these
initiatives will be included in our carbon
reduction plan during 2022.
We are currently implementing a rolling
programme of energy efficiency measures.
These will be increased and improved as we
focus on the route to our 2050 Zero Carbon
commitment. The programme includes:
– Replacement of end-of-life boilers with new
more energy efficient condensing boilers.
– Clocks and thermostats fitted to boilers
in larger services.
– Newly installed radiators fitted with
thermostatic valves.
– Light fittings upgraded to LED as they
are refurbished or replaced.
– Replacement appliances are AA rated.
– Insulating building roofs, double glazing or
secondary glazing windows and controlling
hot water with thermostatic mixer valves.
One Planet Living – A grassroots campaign
for sustainability
One Planet Living is a framework for
sustainability developed by Bioregional
and we are currently piloting this approach
in some of our key services, enabling
management teams, staff and residents
to develop their own plans to improve
sustainability at every location.
Using the One Planet Living ten principles, the
teams will develop their plans in alignment with
CARE4 commitments, helping us to meet our
corporate targets with a grassroots campaign.
Longer term, this will help us to activate
improvements across all of our services.
Our ambition is to implement the campaign
nationally once the pilots are validated.
Our commitment:
We will be a Net Zero
business by 2050.
Aligned to the UK Government’s Net
Zero by 2050 target, we are on a
pathway to reduce our Scope 1, 2 and
3 carbon emissions to a minimum by
2050. We currently intend to offset any
residual emissions though accredited
capture or storage schemes such as
those certified by Verra.
During 2022, we will set out a carbon
reduction plan to reduce energy usage
wherever possible across our business.
58
59
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
Apprenticeships
In 2020/21 we supported over 665 new
apprentices, with a total of 1,355 people
on our apprenticeship scheme nationally.
The majority of our staff live locally, meaning
that we offer attractive employment
opportunities to the community.
Our schools and homes participate in
local events (eg fetes), using them to build
community relationships and raise funds
for special projects.
Governance and transparency
CARE4 is underpinned by our rigorous
commitment to governance – an essential
aspect of this innovative approach. Our belief
in creating value for all of our stakeholders
drives our commitment to good governance,
transparency and effective engagement with
all involved in our business, safeguarding its
long-term success.
Our commitment:
We will create a Staff
Consultative Committee to
ensure that the voices of
our staff are at the heart
of our business.
This will ensure that our people play an
integral role in defining the organisation’s
journey. The Committee will have Board
sponsorship and a direct reporting line
to the Board.
During 2022, we will further develop the
ambition of CARE4 to help us to formalise and
implement the Responsible Business agenda
at CareTech, and to deliver on our ambition to
lead the sector in this critical work to enable a
better future for all.
The CareTech Foundation was established in
2017 to champion and support the social care
sector, care workers and those living in care
through our four grant streams. The CareTech
Charitable Foundation is an independent
grant-making corporate foundation registered
with the Charity Commission. Funded and
founded by CareTech, the Foundation has an
independent Board of trustees responsible for
delivering its charitable objectives.
The CareTech Foundation delivers meaningful
impact to communities in the UK and
overseas. Its work focuses on the following
three key objectives:
– Physical and learning disabilities and mental
health. Supporting disabled people and
those with long-term health difficulties,
including those with mental health
conditions and complex physical and
learning disabilities.
– Skills development for the care sector.
Skills development for those from deprived
and disadvantaged backgrounds for
careers in the care sector.
– Supporting our communities. Supporting
the family and friends of CareTech PLC
employees facing significant financial
challenges as well as issues facing
local communities.
In the year to September 2021, the Group
made charitable donations through the
Foundation of £1.2m (2020: £0.7m).
In its first three years, the CareTech
Foundation has already supported over
1,550,000 people as well as delivering a
social media campaign on mental health
reaching 16.8 million people in Pakistan.
Developed by independent impact
researchers, the Foundation’s Impact Report
2020 shows that the Foundation is delivering
a powerful positive difference to individuals’
lives. Key achievements include:
– 359 young people now have employability
skills and qualifications thanks to the
partners supported;
– 73 people now employed in the health
and social care sector;
– 95,941 people in Pakistan now have
access to mental health support; and,
– a special hand cycle provided for a foster
child who has cerebral palsy enabling this
little girl to ride a bicycle for the first time.
THE CARETECH FOUNDATION
The CareTech Foundation
delivers meaningful impact
to communities in the UK
and overseas.
Operating Responsibly continued
Our recent acquisition of REHAVISTA GmBH
will provide unparalleled expertise in Germany,
estimated to be the second largest funded
AAC market globally after the USA. With its
deep knowledge of assistive technology
and established routes to market, this
acquisition provides a significant opportunity
for Smartbox to expand the products and
services available in Germany, expanding on
the existing partnership between Smartbox
and REHAVISTA, and across Smartbox’s global
customer base, which spans more than
30 languages and 45 distributors.
Purple
Purple, is a thought leader at the forefront
of changing the disability conversation for
disabled people in businesses, communities
and government. The aim is to move the
conversation from one anchored in welfare
charity and vulnerability to one of value
contribution and opportunity.
Purple supports over 4,500 disabled people
to live independently in the community using
a local authority direct payment (or personal
health budget from clinical commissioning
groups) which enables them to manage their
own care and employ carers of their choice.
It also supports people into employment
with a range of training programmes to
build confidence and skills.
Purple helps businesses improve accessibility
to enable greater independence for disabled
people. Our highly successful Purple Tuesday
event involved over 5,000 organisations
making commitments to improve the
disabled customer experience.
Progress to date
CareTech Foundation
In the year to September 2021, the Group
made charitable donations through the
Foundation of £1.2m (2020: £0.7m).
As the Foundation’s Impact Report 2020
shows, it is delivering a powerful positive
difference to individuals’ lives, including:
– 359 young people now have employability
skills and qualifications thanks to the
partners supported;
– 173 people now employed in the health
and social care sector;
– 41,771 people in Pakistan now have access
to mental health support; and
– providing the special hand cycle for a foster
child with cerebral palsy that enabled this
little girl to ride a bicycle for the first time.
Our commitment:
We will donate 2.5% of
our pre-tax profits to the
CareTech Foundation.
In addition to the financial support,
we will increase the opportunities for
staff to engage with and support the
Foundation’s work, including through
skills-based volunteering.
CARE4 Communities –
a better future for our communities
Thriving communities are central to
our success and we aim to be an active
contributor in all the locations in which we
operate. We also support the vital role of
the wider social care sector through the
CareTech Foundation.
60
61
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
Community grants
The Foundation delivers a small grants
programme to support the communities,
families and friends of Group staff facing
significant financial hardship or for issues
affecting local communities. These grants
are open to staff members of the Group
to support the positive contributions they
make to their communities and through
volunteering.
Demand for the Foundation’s community
grants increased steadily again this year.
During 2020/21, the Foundation has
supported 50 grants to a value of £74,584.
Match funding
The Foundation provides match funding
to CareTech’s staff individual fundraising
efforts for charitable causes in line with the
Foundation’s Charitable Objects. During 2021,
the Foundation supported 51 Match Fund
grants to a total of £13,701.
Staff Hardship Fund
As part of its overall charitable donations,
the Company provides a limited donation to
support the Foundation’s Staff Hardship Fund.
Demand was significantly higher this year
due to the impact of COVID-19 and the
trustees agreed to divert additional funds
to this grant stream. During the year, the
Foundation supported 87 grant applications
totalling £54,141.
The world-first ToddlerLab at Birkbeck
University’s Centre for Brain and Cognitive
Development, supported by CareTech
Foundation, has now finished construction,
enabling researchers to study toddlers
in natural environments. The CareTech
Foundation Home Lab will transform our
understanding of neurodevelopmental
conditions.
CASE STUDY
“Last year, we built an impact framework to help the
CareTech Foundation measure and report its impact.
This year, it is fantastic to be able to share the growth in
the reach of the Foundation, but more importantly the
difference that it has made through increased resilience
and sustained employment. It is rewarding to work with
the Foundation to understand how these insights
can help increase its social impact still further.”
Charlotte Turner – Director, Bean Research
Operating Responsibly continued
Partnership grants
The Foundation delivers its charitable
objectives through its Partnership Grant
scheme. It supports a number of significant
partnerships with credible high-quality
charities and social enterprises consistent
with its three key objectives. To be
considered for the Foundation’s support,
any partnership must:
– Involve medium to long-term investments
in innovative and high-impact programmes
that will deliver one or more of the
Foundation’s objectives.
– Demonstrate and be contingent upon any
investment by the Foundation leveraging
additional investment.
– Enable the Foundation to provide wider
in-kind support through the expertise
of the Group’s staff, supply chain and
wider network.
The number of Partnership Grants supported
by the Foundation up to the end of FY2020/21
has grown to 16, with the following new
partnerships added this year:
– Open University – Carers’ Scholarships
Fund. This exciting new programme,
designed by Open University, aims to offer
50 full-fee waiver scholarships to carers so
they will be able to study flexibly towards
a higher education qualification.
– The Prince’s Trust – Securing 10,000 jobs
for young people in health and social
care. Over the next four years The Prince’s
Trust, together with the NHS and Health
Education England, will support 10,000
young people into careers within the NHS
and wider health and social care sector.
– Autistica – Social Care Action Fund.
The Social Care Action Fund supports a
wave of new research to help show what
high-quality social care looks like for
autistic adults and how it can be delivered
effectively in the real world.
– OnSide Youth Zones – Bridging the Gap.
Bridging the Gap is a mental health project
that will help fill a critical gap in providing
accessible, stigma-free, multidisciplinary
mental healthcare to young people aged
8 to 19, or up to 25 with additional needs,
who have (or are at risk of developing) low
level or emerging mental health issues.
– Carers Worldwide. Upscaling and
expanding a successfully tested approach
to support 1,002 unpaid family carers of
people with disabilities in Savar, Bangladesh.
– Transform Society. The Foundation
commissioned Transform Society to
conduct a feasibility study to test the
viability of a ‘Teach First’ and ‘Police Now’
style leadership and talent management
programme for the social care sector.
Through CareTech Foundation’s support,
DePaul UK’s mental health and wellbeing
intensive workshops were delivered to
48 homeless young people in North
East England.
91% of participating young people, who
identified health and wellbeing as an area
for concern, experienced positive change
by the end of the programme.
CASE STUDY
– Royal National Institute for Blind People.
The Foundation’s support will help to
establish the Vision Friends Network,
training 40 staff in CareTech PLC to detect
and support beneficiaries with sight-related
impairments. In addition, 110 staff will
be trained in detection and two
networking events will be hosted
through the programme.
During 2020/21, the Foundation has
supported Partnership Grants to a value
of over £555,000.
62
63
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
Operating through eight individual brands, our
Children's Services include an extensive range
of services across England, Scotland and
Wales. These services meet the specific needs
of children and young people with a variety of
complex needs. The range of services that we
provide support the appropriate Care Pathway
planning of young people through their
childhood and as they transition to adulthood.
Our services fall into three categories for
young people whose primary needs can be
supported through: Specialist Residential Care
(children’s homes) and Specialist Education
(day and residential) Schools and Colleges.
The COVID-19 pandemic presented a significant
challenge to our services. The majority of our
young people could not simply ‘go or stay at
home’ and our staff continued to support our
services despite some of the most difficult
circumstances. Going above and beyond
became the norm, and the extraordinary
became the ordinary. We are grateful to all our
staff for their efforts and to the difference they
made to the young people we support.
Our normal regulators’ inspection cycles were
paused during the pandemic, however, these
recommenced in early 2021.
On 12 March 2021, the Competition Markets
Authority launched a market study into the
supply of children’s social care placements in
England, Scotland and Wales. In September
they confirmed the decision not to progress
to a market investigation. The government
also consulted within the year on the use of
unregulated services to support young people.
We welcome and support the proposal for
greater regulation of such services.
Within the year, we have continued to invest
in our services and demonstrated tangible
outcomes for the young people whom we
support through three key initiatives:
1. We have implemented Mind of My Own
across all our Children’s Services to enable
us to capture and ‘listen’ to the voice of the
young people in our services and respond
to their individual needs.
2. We are piloting an outcomes rating scale
that we intend to adopt across our services.
This will enable the progress of young
people to be quantified and demonstrated
to funders.
3. Through Smartbox and the 100 Voices
project we have made significant progress
towards making two of our schools 100%
Smartbox enabled. These schools support
students with autism and other associated
complex needs. These students have
significant communication difficulties and
traditionally communication with these
students would be supported through
static symbols. With the whole school
adopting Smartbox these students are now
able to communicate as they have never
done before as all staff (care, teaching,
therapy and ancillary) have a consistent
approach to communication. Smartbox
will become a core part of our standard
offer in these schools.
Children’s Services
September 2021
September 2020
Revenue
£268.6m
£252.9m
Underlying EBITDA before unallocated costs
£76.2m
£69.6m
Underlying EBITDA margin %
28.4%
27.5%
Capacity
2,000
1,959
The demand for our services remains high,
with young people’s presenting needs tending
to be ever greater. Despite the pandemic
we have continued to extend our services
through the development of new specialist
residential homes and schools. Our growth
is focused on meeting the demands of the
market (solo and dual homes to support the
more complex children) as well as adding
‘spokes’ to ensure optimal operating efficiency
of existing services. We are pleased that this
growth is across all our specialist services.
Within the year, we opened an additional 11
homes, increasing our capacity by 22 beds
and deployed £4.4m capital. We can expect to
at least achieve the same additional increased
capacity within the coming year.
Our staff underpin all that we achieve with
the young people whom we support. We are
pleased to have launched our Management
Development Programme to support the
continued development of our staff, to provide
meaningful career progression and to grow
our own talent for the future. The attraction
and retention of staff remains a key focus.
2022 priorities
Increase capacity through
developments focused on meeting
the demands of the market
Extend the use of Smartbox to young
people across all our services where
there is a need
Outcomes-rated framework
2022 priorities
Quality
Outcomes rated framework (see Care
Quality & Governance Committee on
page 86)
Extend the use of Smartbox
Our Divisional Performance
Our Adults Services operate across England
and Wales and we support 1,816 people in
our care.
The service offering falls into two categories:
– Supporting adults with learning disabilities,
including autism, physical disabilities
and or mental health illness, often with
a combination or multiple diagnoses.
Working in partnership with health and
social care professionals, we enable people
who use our services to fulfil their goals by
either residing in our fully residential care
homes or a supported living service.
– Providing care, treatment and support to
adults who require a significant portion
of their care – whether long or short
term – within a hospital environment. Our
pathway is to support our patients to move
to a supported community-based setting.
The care we provide is person-centred,
and each person who uses our services is
supported to develop skills that enhance
their independence.
The COVID-19 pandemic has been
unprecedented and presented multiple
challenges for the adults that we support,
our staff, society and infrastructure as
whole. We have just under 5,000 staff, who
continued to work through incredibly difficult
circumstances and provided first-class care
to everyone that we support. The new norm
was quickly adopted and Extraordinary Days,
Every Day continued. Our people rose to the
challenge and, despite the hurdles of self-
isolation, PPE and travel restrictions, they went
above and beyond to continue to deliver care
and support to those who needed it most.
Our gratitude to our staff for their contribution
and efforts is immense.
Our normal regulators’ inspection cycles
were paused during 2020 on account of the
pandemic, but recommenced in early 2021.
We concluded the year with 86% of services
being rated as Outstanding or Good, which
was above the sector average.
Within the year we continued to invest in our
services and demonstrated tangible outcomes
for the people in our care, with initiatives such
as Smartbox.
Mental and learning disability health and
social care continue to be an area of priority
for the government, hence there has not
been the funding squeeze experienced in
other areas. Further, the market continues
to grow, supporting more complex needs
for younger adults to live as independently
as possible. As such the neuro-rehabilitation
part of our business, which covers strokes
and brain injuries, has continuous ongoing
developments. We are also evaluating further
opportunities to expand our community-
based living ‘intensive’ support programme
to drive the personalisation agenda.
Adults Services has been robust and resilient
through the pandemic. Revenues increased
by 24.6% to £169.7m and underlying EBITDA
by 7.5% to £38.4m. Underlying EBITDA margin
has fallen during this year due to the lower
initial margins at the recently acquired assets
transferred from The Huntercombe Group.
Adult Services
September 2021
September 2020
Revenue
£169.7m
£136.2m
Underlying EBITDA before unallocated costs
£38.4m
£35.7m
Underlying EBITDA margin
22.6%
26.2%
Capacity
2,104
1,997
We have just under
5,000 staff, who
continued to work
through incredibly
difficult circumstances
and provided first-
class care to everyone
that we support.
65
Strategic Report
64
CareTech Holdings PLC / Annual Report and Accounts 2021
Digital Technology
September 2021
Revenue
£12.9m
Underlying EBITDA before unallocated costs
£2.4m
Underlying EBITDA margin
18.8%
On 29 November 2021, we announced the
acquisition of REHAVISTA GmBH (‘REHAVISTA’)
and its subsidiary LogBUK. REHAVISTA is
Germany’s largest provider of AAC products
and services. LogBUK is a subsidiary company
to REHAVISTA, providing independent speech
and language therapy to help AAC users
achieve the best outcomes through specialist
clinical support.
REHAVISTA’s reach and expertise is
unparalleled in Germany, estimated to be the
second largest funded AAC market globally
after the US. With its deep knowledge of
assistive technology and established routes to
market, this acquisition provides a significant
opportunity for Smartbox to expand the
products and services available in Germany,
expanding on the existing partnership
between Smartbox and REHAVISTA, and
across Smartbox’s global customer base,
which spans more than 30 languages and
45 distributors.
Smartbox has a robust roadmap of product
and service development, building on
insight from AAC users, their families and
professionals supporting them. Throughout
2021, Smartbox launched a number of
pioneering products to help people
achieve more with their technology:
– Lumin-i is a new eye-gaze technology
that enables people with a physical
disability to operate a computer using
their eyes, built in collaboration with
Smart Eye – a Swedish company that
creates products for NASA, BMW and
Thales. It offers incredibly responsive
performance and is available exclusively
for Smartbox customers with Grid Pad 12
and Grid Pad 15 communication aids.
– Grid Pad 10s is a dedicated, multi-access
device designed for people who want a
portable and rugged communication aid.
Its high-quality engineering and unique set
of features provide a next-generation AAC
device designed with independence and
durability in mind.
– Voco Chat is a symbol vocabulary with
a low-cell count, designed for people of
any age who need larger cells. Message
pathways enable users to participate
more, engage in conversations, be more
independent, and talk about important
topics such as mental health and wellbeing.
Following the acquisition of a majority holding
in Smartbox in October 2020 a new Digital
Technology division has been created.
Smartbox Assistive Technology is a leading
global provider of Augmentative and
Alternative Communication (AAC) solutions,
which support disabled children and adults
to have a voice and greater independence.
Smartbox became part of the CareTech group
in October 2020. Over the past 12 months
the business has seen rapid growth, with
revenue of £12.9m and underlying EBITDA of
£2.4m. Working closely with the new Digital
Technology Division a five-year strategy has
been developed, which includes investment
in new product development, building
Smartbox’s presence in the US and supporting
growth of their global distribution network.
During their first year as part of the Group,
Smartbox has been working closely with
care and education services provided by
CareTech and Cambian. A pilot project titled
100 Voices is enabling the teams to support
58 children and 42 adults across their services
to receive the assistive technology and
specialist support needed to communicate
and achieve independence. It is also helping
the Group to better understand how we
can develop future products and services to
unlock better outcomes for users through
technology and innovation.
2022 priorities
By maintaining a collaborative approach
to delivering on the Company’s purpose
of enabling people to live a more
independent life, Smartbox is set to see
significant growth in 2022 and beyond.
Key priorities are:
Invest in Smartbox’s US operation and
support the rapidly increasing demand
across funded states
Integrate REHAVISTA
Research and Development
Further investments across the
Digital Care Pathway
Foster Care
September 2021
September 2020
Revenue
£38.2m
£40.9m
Underlying EBITDA before unallocated costs
£7.7m
£8.6m
Underlying EBITDA margin
20.2%
20.9%
Capacity
875
1,028
Looking forward, we are training our foster
carers with the skills required to manage
placements that are more complex. We have
also linked Fostering Care Services with our
Children’s Services residential team to provide
an effective Care Pathway.
Foster care is undoubtedly the best care
solution for most ‘looked after’ children. Most
children thrive in foster care where they are
supported within an ordinary family home and
with trained foster carers. CareTech provides
for both mainstream and specialist foster care
through local agencies across the UK. We
offer a highly respected service for physically
and intellectually disabled children as well as
support for children with sensory impairments.
We provide foster care family assessments and
ongoing support to children who remain with
their birth families and in their family home.
Revenue and underlying EBITDA for
Foster Care decreased to £38.4m and
£7.7m respectively. Capacity decreased by
153 places, as available capacity was not
always fully utilised due to a number of solo
placements, COVID-19 restrictions, foster
parent leavers and in some cases young
people remaining in placement
post-independence.
Foster care is
undoubtedly the best
care solution for most
‘looked after’ children.
Most children thrive in
foster care where they
are supported within
an ordinary family
home and with
trained foster carers.
2022 priorities
Maintain presence in terms of
placements and fees in a highly
competitive market
When Kelly joined us, she was very high
risk to herself, with self-harm and extremely
challenging behaviours a constant
problem. Her mental health issues had
meant she had been living in hospital for
eight months and was unable to manage
daily life by herself.
Kelly now lives in a Supported Living setting
with us (meaning she has her own private
space with professional support on hand
as needed). This gives her much-needed
privacy, independence and security.
When Kelly first moved into her flat, she
was very nervous about using the oven
and microwave; with our support she
confidently uses her kitchen appliances
and cooks for herself independently. She is
free to spend time in communal areas with
others when she wants to and can return to
her flat when she feels the need for privacy.
This specialist environment enables us
to provide Kelly with the professional
support she needs whilst encouraging
her to become independent. It has given
her a sense of belonging and boundaries;
she understands that support is available
at specific times and at other times she is
responsible for herself. She has learned to
recognise and build healthy relationships,
a huge change from when she first arrived.
Having her own personal space has greatly
contributed to Kelly’s positive outcome;
she has inspired staff with her amazing
progress and becomes more and more
independent with every day.
Independence for Kelly
as she moves into her
very own flat
CASE STUDY
Our Divisional Performance continued
66
67
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
Key: Movement in risk
1. RECRUITING AND RETAINING HIGH-QUALITY STAFF
Description
Movement vs prior year
Mitigating Factors
The way in which care and support are provided and
the reliability of those front-line staff who provide it are
critical to our service offer. There is a shortage of social
care workers and clinicians.
The Group seeks to attract and retain staff through:
Responding to staff turnover, vacancy rates
and staff engagement surveys.
Maintaining competitive pay and benefits.
Positive workplace and culture.
Investment in our staff through training.
Overseas recruitment to secure healthcare
workers from outside the EU.
Bank staff or agency workers.
2. SERVICE OFFER AND USER NEEDS
Description
Movement vs prior year
Mitigating Factors
We have to provide a service offering which
matches the needs of those we care for and can be
communicated to commissioners. This is carefully
matched locally for every service to reduce the risk
of service users moving to other service providers.
Continuous engagement with commissioners
to understand demand and reviews of pricing
to ensure we remain competitive.
The Group has a wide range of services and
offers a Care Pathway to those we care for.
Continuous investment to maintain a high-quality
estate in order to provide excellent quality care.
3. COMPLIANCE & REGULATION
Description
Movement vs prior year
Mitigating Factors
Legislation and regulation will change and become
more onerous, complex and demanding and is
therefore considered an area of potential risk for
the Group and its operations.
A dedicated compliance team that monitor regulatory
developments and advises the Group thereon.
Regular mandatory training for all staff across a range
of regulatory compliance areas e.g. data protection,
health and safety, and safeguarding.
Compliance internal audit team carrying out site visits.
External independent inspection of our services (‘NYAS’).
CQC/Ofsted inspections.
Increased risk
Constant risk
Reduced risk
Social care is a long-term contract with the
public sector and is inherently free of risk so
long as quality is maintained, outcomes are
achieved and the price is right. However, social
care does carry risks that will always be at
the forefront of our minds. The most obvious
risk is that a tragedy will occur and that the
Group will be held to blame. We take that risk
very seriously. Our principal risk management
strategy is to ensure that our staff are recruited
well, are trained and supervised properly
and are subject to rigorous quality oversight.
In addition, we know from experience that
processes and documentation must be very
carefully observed and constantly reviewed
to ensure that it protects service users and
provides the Group with a defendable
position in the case of tragedy.
These matters, along with general
safeguarding are subject to intense scrutiny
by our in-house compliance and quality
teams and Board-level oversight.
Managing and mitigating risk
All providers of health and social care are
conscious of the need for management
vigilance and the requirement to have a
thorough commitment to delivering care
that is safe and of a high-quality. CareTech’s
approach to quality and safe service delivery
is characterised by a mixture of a dedicated
compliance team carrying out regular
inspection audits and a commitment to
building quality into everything we do.
We maintain a Risk Register, which includes all
key risks and how these are mitigated through
quality of service and good communication
with service users and local authorities. The
Risk Register is reviewed monthly.
Emerging risks
The Board have considered long-term
trends in the social care sector that could
present both a risk and an opportunity for
CareTech. Any new emerging risks identified
by the Executive Committee are considered
in more detail and reported to the Board.
The collective area of ESG risk is considered
an emerging risk for the Group. Key topics
include the impacts of climate change,
environmental management and compliance
with relevant laws and regulations. Recent
years have seen growing pressure and
scrutiny across all businesses to behave in
an increasingly sustainable manner, and to
be more transparent in doing so. We are
working towards publishing our first Purpose
Report in early 2022 which will set out our
sustainability targets.
We thoroughly review our operations on a
regular basis and, in conjunction with the
approach outlined above, the Directors believe
this achieves a robust assessment of principal
and emerging risks.
Our principal risks
The market for the provision of social care
services continues to be dynamic, presenting
both risks and opportunities. The overall
number of people needing support will
increase, and a smaller proportion of them will
be placed into residential services. Those who
do need a residential care solution will have
more complex needs and are likely to require
a wider range of services, including clinical
and therapeutic support. Our operational
management teams are already focusing
on the delivery of high-quality care. As we
move forward this will become increasingly
specialised with the benefit of professional,
qualified care co-ordinators who will prepare
and direct personalised care plans within
the services.
Most service users will be supported in their
own homes through domiciliary care or in
more formal supported living arrangements.
This is a major growth area for care providers
and CareTech already has a solid reputation
for its high-quality and flexible solutions. We
are building this to a higher level and refining
our organisational structure to build more
rapidly on our successes to date.
Principal Risks and our Strategic Response
69
Strategic Report
68
CareTech Holdings PLC / Annual Report and Accounts 2021
7. CYBER AND DATA SECURITY
Description
Movement vs prior year
Mitigating Factors
Cyber and data security remain a key risk as technology
and third-party cloud-based services continue to be
subject to the threat of cyberattacks. A data breach or
attack resulting in operational disruption could reduce
the effectiveness of our systems. This in turn could
result in loss of income, loss of financial, customer
or employee data, fines and/or reputational damage.
CareTech have a specialist team and robust Information
Security Management in place with a wide range of
proactive and reactive security controls including
up- to-date anti-virus software across the portfolio,
and network/system monitoring.
Regular internal and external review of control
effectiveness.
Effective data protection teams to minimise data
risks and ensure compliance with GDPR.
8. SUSTAINABILITY AND CLIMATE CHANGE
Description
Movement vs prior year
Mitigating Factors
The Group’s continued success depends on the
environmental and sustainability of its operations.
Changes in regulations could increase the cost
of our operations.
Sustainability Director appointed and increased focus
on ESG.
ESG discussed as a standing agenda item in Executive
Committee meetings and Board.
Inaugural Purpose Report to be published setting out
the Group’s commitments.
By order of the Board
Farouq Sheikh OBE
Group Executive Chairman
6 December 2021
Key: Movement in risk
Increased risk
Constant risk
Reduced risk
4. SERVICE VALUE
Description
Movement vs prior year
Mitigating Factors
The service offer has to be provided to meet the needs
of the commissioners at a fair price and this is coming
under increased scrutiny as commissioners regularly
review value for money.
The Group engages frequently and proactively with
our commissioners at a local level and strategically
at regional and national levels.
5. REPUTATION
Description
Movement vs prior year
Mitigating Factors
The Group must have a reputation for delivering services
that offer good value and take account of all risks. Social
care is not a high-risk business proposition but there
are several unique factors that could cause difficulties.
We care a great deal about what we do and have
established a reputation for careful management of all
those processes that could expose us to risk. A health
and safety breach would impact reputation, brand and
compromise the safety of those in our care. This could
impact on the demand for our business as well as incur
costs to rectify.
Established Care Quality and Governance Committee
to advise on our regulatory framework.
Regular review of policies and procedures to monitor
service delivery and ensure high-quality care is
delivered in line with best practice.
Well-established relationship with our Regulators.
Financial PR agency appointed to respond swiftly
to any issues.
Independent audit of Health and Safety as well
as RIDDORS (‘Reporting of Injuries, Diseases and
Dangerous Occurrences Regulations’) so that all
incidents are recorded and acted upon.
6. GROWTH FUNDING
Description
Movement vs prior year
Mitigating Factors
Funding has to be anticipated and put in place to
support the growth ambitions of the Group. The Group
ensures that all of its finance facilities are monitored and
reviewed regularly in particular during our budget setting
and forecasting processes.
The level of debt to fund operations and to support
growth has to be carefully managed. Different forms
of leasing and debt are reviewed quarterly when all
covenants are also reviewed.
The Group monitors and manages its liquidity and
financial liabilities falling due and the cover against
its term loan covenants and is actively focused on
cash management.
Regular reporting of headroom and compliance
of covenants.
Regular meetings and disclosure with bank
syndicate members.
The Group has access to an unutilised £25m
revolving credit facility should its current cash
position deteriorate.
The Group has a £930m property with the ability
to leverage in a short timescale, if required.
Principal Risks and our Strategic Response continued
70
71
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
Condensed Income Statement
2021
£m
2020
£m
%
change
Revenue
489.1
430.0
13.8%
Gross profit
165.7
147.9
12.0%
Administrative expenses excluding depreciation
and share-based payments’ charge
(65.2)
(57.0)
14.4%
Underlying EBITDA
100.5
90.9
10.5%
Underlying EBITDA margin
20.5%
21.1%
Depreciation
(19.5)
(17.0)
14.7%
Share-based payments’ charge
(0.5)
(0.3)
43.3%
Underlying operating profit
80.5
73.6
9.4%
Non-underlying items
(1.0)
(20.2)
(95.1)%
Net financial expenses
(13.3)
(15.5)
(15.0)%
Profit before tax
66.2
37.8
75.1%
Taxation
(30.9)
(10.7)
(186.9)%
Profit for the year
35.3
27.1
33.7%
Non-controlling interest
(3.4)
(1.9)
76.9%
Profit for the year attributable to owners of the Parent
31.9
25.1
27.0%
Weighted average number basic shares (millions)
110.8
109.8
Underlying basic earnings per share
47.87p
42.26p
13.3%
Statutory basic earnings per share
28.80p
22.88p
25.9%
Full-year dividend per share
14.1p
12.75p
10.6%
Revenue and underlying EBITDA (pre unallocated costs)
2021
2020
Revenue
£m
Underlying
EBITDA
£m
Underlying
EBITDA
margin
Revenue
£m
Underlying
EBITDA
£m
Underlying
EBITDA
margin
Adults Services
169.7
38.4
22.6%
136.2
35.7
26.2%
Children’s Services
268.6
76.2
28.3%
252.9
69.6
27.5%
Foster Care
38.2
7.7
20.2%
40.9
8.6
20.9%
Digital Technology
12.9
2.4
18.8%
–
–
Intercompany
(0.2)
Total
489.1
124.7
25.5%
430.0
113.8
26.5%
Group underlying revenue increased by 13.8% to £489.1m (2020: £430.0m).
The Adults Services division saw an increase
in capacity due to seven sites transferred from
The Huntercombe Group. Revenues and
underlying EBITDA increased by 24.6% and
7.5% respectively. The division continues to
see high levels of occupancy at 91% across
the mature estate and 86% on a blended
basis which includes sites that are being
reconfigured and under development.
Children’s Services saw an increase in
capacity, and revenues and underlying EBITDA
increased by 6.2% and 9.5% respectively.
During the year, 25 properties were purchased
and have either opened or will open during
the 2021/22 year. The division benefitted from
11 new services opening adding a 22-bed
capacity.
Foster Care’s revenue and underlying EBITDA
decreased by 6.7% and 9.9% respectively, due
to COVID-19 restrictions and a reduction in
the number of foster parents.
The Digital Technology division ended
the period with revenues at £12.9m and
underlying EBITDA of £2.4m. 2,558 devices
were sold during the year in 18 different
countries, a significant increase to the
previous year.
Group underlying EBITDA before unallocated
costs increased by 9.6% to £124.7m and
Group underlying EBITDA increased by 10.5%
to £100.5m. Underlying EBITDA margin
decreased to 20.5% reflecting the lower
initial margins at the recently acquired
Huntercombe services.
Group Financial Review
Results
The Group delivered a strong set of results for
the financial year ended 30 September 2021.
Following the acquisition of a majority holding
in Smartbox in October 2020 and given the
Group's ambitions to build its digital healthcare
capabilities, we created a new Digital
Technology division. Smartbox is a market-
leading creator of software and hardware
that helps disabled people without speech
to have a voice and live more independently.
Smartbox has successfully integrated into the
Group, with the launch of a new 100 Voices
initiative (see page 67) to ensure that Smartbox
technology reaches adults and children in
CareTech care homes, specialist schools
and complex needs services.
On 30 November 2020, the Group completed
the transfer of seven services previously
operated by The Huntercombe Group which
broadens our adult specialist service pathway
by adding highly specialised facilities for the
treatment of adults with complex learning
disabilities, autism and mental health diagnoses.
The sites have been integrated into the Group.
The Group reports certain non-IFRS
performance measures, known as Alternative
Performance Measures (APMs). The Directors
believe that APMs provide useful supplemental
information for the readers of the Annual
Report and, when read in conjunction with the
IFRS financial information, assist in providing
a balanced view of the Group’s financial
performance and financial position.
In assessing its performance, the Group has
adopted a number of APMs as the Directors
are of the view that these will assist the readers
of the accounts when understanding our
performance relative to other companies
in our sector and in the wider economy.
These measures are also used by management
for planning and reporting purposes. They
may not be directly comparable with similarly
described measures used by other companies.
Our APMs referred to in this report and in
the financial statements as a whole include,
underlying EBITDA, non-underlying items,
underlying earnings and non-financial
measures such as capacity, occupancy and
regulator quality ratings. You can read more
about APMs on page 173.
Capacity and occupancy
Adults Services capacity increased to 2,104
(2020: 1,997) with the increase primarily
due to seven services transferred from
the Huntercombe Group. These services
complement our Adult Specialist Services
division and broaden our Care Pathway in
offering specialised services to adults with
complex learning disabilities, autism and mental
health diagnoses. During the year, one of these
services was closed and will be repositioned
and reopened during the new financial year.
Children’s Services increased to 2,000 beds
(2020: 1,959), primarily due to 11 new sites
opening during the year. Fostering decreased
to 875 (2020: 1,028) due to a reduction in the
number of foster parents and blocked beds.
As at the balance sheet date, the Group
capacity remained broadly flat at 4,979
(2020: 4,984) with an increase in our
residential services offset by the decline
in the Fostering division.
At 30 September 2021, occupancy levels
in the mature estate were 80% (2020: 83%),
reflecting the timing of the start of the
educational year due to a number of the
Group’s non-residential schools operating
on a 38-week basis with the new education
term commencing in October and beds
being blocked due to recruitment challenges.
Blended occupancy was 78% (2020: 80%).
Highlights
Revenue: £489.1m (increase of 13.8%).
Underlying EBITDA: £100.5m
(increase of 10.5%).
Underlying profit before tax: £68.3m
and statutory profit before tax: £66.2m.
Underlying basic EPS: 47.87p (increase
of 13.3%) and statutory basic EPS:
28.80p (increase of 25.9%).
Net debt: £258.7m.
Strong operating cash conversion
of 96.1%.
Net assets: £380.9m.
72
73
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
Capital expenditure was £31.5m which
includes £11.8m to purchase and develop new
sites, £16.8m maintenance capex and software
development of £2.9m.
The Group dividend payments was £17.3m
(2020: £13.0m) and corporation tax payments
of £6.0m (2020: £3.9m) were paid during
the year.
Bank facilities
At 30 September 2021, the Group has bank
borrowings of £322.4m, drawn under facilities
which mature in August 2023. During the
course of the year, the Group completed
the extension of the Term Loan A facility of
£161.2m which will now mature in August
2023. The margin of the facility and covenants
remain unchanged, reflecting the highly
cash-generative nature of the business and
deleveraging profile. In addition, both the
Group’s loan and interest rate swaps have
migrated to Compounded Daily SONIA as
the reference rate.
CareTech’s three key covenant ratios are
leverage (ratio of net debt to covenant EBITDA
to be no more than 4.5), interest cover (ratio
of covenant EBITDA to net finance costs to
be no less than 4x) and LTV (ratio of property
value to net debt to be no more than 62.5%).
As at 30 September 2021, we were operating
comfortably within these ratios at 2.7x (2020:
3.1x), 9.5x (2020: 7.8x) and 42% (2020: 42%)
respectively.
Property valuation
The Group has a significant property portfolio,
consisting of 407 freehold and long leasehold
sites. The Company has undertaken a
scheduled property revaluation, which
Knight Frank has valued at £930m, an increase
of 20% since its last valuation in September
2018 of £774m.
Dividends
Our policy has been to increase the total
dividend per year broadly in line with the
movement in underlying diluted earnings per
share. The final dividend will rise broadly in line
with the increase in underlying earnings per
share and increase to 9.5p per share (2020:
8.75p), bringing the total dividend for the year
to 14.1p (2020: 12.75p), a growth of 10.6%.
Dividend cover for 2021, based upon diluted
earnings per share before non-underlying
items is 3.3x (2020: 3.3x).
Christopher Dickinson
Group Chief Financial Officer
6 December 2021
Longer-term Viability Statement
In accordance with the 2018 UK Corporate
Governance Code, the Directors assessed the
viability of the Group and have used a period
of three years for their assessment. A three-
year period is considered the appropriate
timeframe to assess the Group’s prospects as
it is consistent with strategic planning for the
Group, management incentive schemes and
medium-term financing considerations.
The assessment conducted considered
the Group’s revenue, underlying EBITDA,
operating profit, cash flows, risks management
controls and loan covenants over the three-
year period. The longer-term prospects of the
Group are driven by its strategy and business
model, as outlined on pages 08 to 11. These
metrics were subject to downside stress
testing over the assessment period, taking
account of the Group’s current position,
the Group’s experience of managing adverse
conditions in the past and the impact of a
number of severe yet plausible scenarios
based on the principal risks set out in the
Strategic Report on pages 1 to 75. The
downside scenarios include, but are not
limited to, a reduction in revenue, site closures,
and a cyberattack. This is done to identify risks
to liquidity and covenant compliance.
This review included the following key
assumptions:
– Modest revenue and margin growth
beyond 2022.
– No major changes in working capital.
– Future dividends in line with current policy.
– No change in capital structure. The
assessment is based on the assumption
that the Group’s term loans will be
refinanced in advance of their maturity
in August 2023. Following the recent
successful amendment to the Term Loan
A maturity, the Group is confident in
ongoing lender support, and also plans
to refinance the facilities well in advance
of the August 2023 facility end dates.
– The government will not change its
existing policy towards utilising private
provision of social care services to
supplement the local authorities offering
(which we consider to be low likelihood).
Based on this consideration of principal risks
and the forecasting exercise completed, the
Board has a reasonable expectation that the
Group will be able to withstand the impact
of the specific scenarios considered over
the three-year period assessed.
Operating profit and profit before tax
The Group presents operating profit and profit
before tax as both underlying and statutory
results. Underlying operating profit increased
by 9.4% to £80.5m.
The depreciation charge is £19.5m (2020:
£17.0m) reflecting the investment in land
and buildings, motor vehicles and fixtures,
fittings and equipment and the share-based
payments’ charge of £473k (2020: £330k)
reflecting the issuance of shares under the
ExSOP in November 2019.
Non-underlying items include the write back
of a provision of £11.8m following the final
judgement by the Supreme Court that social
care staff are not entitled to the National
Minimum Wage for sleep-in shifts, a £5.8m
gain on the bargain purchase of seven sites
transferred from The Huntercombe Group
given the transaction was structured with
no capital outlay, offset by amortisation of
£10.3m, restructuring costs of £4.8m relating
to the integration costs associated with
Cambian, Smartbox and assets transferred
from The Huntercombe Group, acquisition
costs of £0.8m, a net £1.5m on COVID-19
related expenditure and a £1.2m donation
to the CareTech Charitable Foundation.
During the year, the Group has adopted
strict precautions in line with government
and public health guidelines for all our
sites which included enhanced levels of
cleaning, additional hygiene facilities and
social distancing. Adult social care providers
have been able to access funding from
local authorities to support the provision of
additional resources and associated costs
necessary to halt transmission of COVID-19.
Funding of £2.7m was received for the year,
which almost covered the additional costs
associated with COVID-19 of £4.2m.
Underlying financial expenses decreased
to £12.2m (2020: £13.9m) reflecting the
accelerated deleveraging and reduction in
banking covenants. Non-underlying financial
expenses of £1.1m (2020: £1.6m) were
incurred relating to the non-cash movement
in derivative financial instruments.
Underlying profit before tax increased by
14.6% to £68.3m (2020: £59.7m) and statutory
profit before tax increased by 75.1% to £66.2m
(2020: £37.8m).
Taxation
The effective underlying tax rate was 17.4%
(2020: 18.7%) and reflects management’s
expectations of future capital investment
through organic developments and
reconfigurations relative to available
capital allowances.
On 24 May 2021, legislation was substantively
enacted in the UK to increase the corporate
tax rate to 25% with effect from 1 April 2023.
As a result of the change, an exceptional
tax charge of £21.7m was recognised for
the year ended 30 September in relation
to the reassessment of deferred tax assets
and liabilities.
Earnings per share
The weighted average number of shares
in issue rose to 110.8m. Underlying basic
earnings per share increased by 13.3% to
47.87p from 42.26p in 2020 and statutory
basic earnings per share increased by
25.9% to 28.80p (2020: 22.88p).
Cash flow and net debt
The cash flow statement and movement in net debt for the year are summarised below:
2021
£m
2020
£m
Underlying EBITDA
100.5
90.9
Decrease/(increase) in working capital
(3.9)
3.3
Cash inflows from operating activities before non-underlying items
96.6
94.2
Principal payment of lease liabilities
(5.8)
(6.7)
Tax paid
(6.0)
(3.9)
Interest paid
(10.6)
(10.7)
Dividends paid
(17.3)
(13.0)
Capital expenditure
(31.5)
(26.8)
Proceeds from disposal of fixed assets
1.3
1.5
Payments for business combinations
(5.4)
(2.0)
Non-underlying cash flows
(7.7)
(5.9)
Contingent consideration paid
(1.5)
(0.7)
Shareholder loan
0.0
(1.8)
New HP arrangements
(2.5)
(2.0)
Proceeds from share issue
0.9
0.0
Movement in net debt
(10.5)
(22.2)
Opening net debt
268.9
291.1
Closing net debt
258.7
268.9
The Group continues to have a strong financial position, with net debt at 30 September 2021
being £258.7m compared with £268.9m at 30 September 2020.
Strong operating cash flow has been deployed to purchase 25 new properties, to acquire
Smartbox for £5.4m (net of cash acquired), payment of contingent consideration in relation
to the AS Group of £1.5m, integration and restructuring costs of £4.2m associated with the
acquisition of Smartbox, the restructuring of assets transferred from The Huntercombe Group
and integration costs associated with Cambian.
Group Financial Review continued
74
75
CareTech Holdings PLC / Annual Report and Accounts 2021
Strategic Report
GOVERNANCE
Corporate Governance Report
BOARD AND COMMITTEE MEETINGS
THE BOARD
– Professor Moira Livingston (Chair)
– Karl Monaghan
– Jamie Cumming
Promotes a culture of high-quality
and the safe care of service users.
Responsible for monitoring specific
non-financial risks and their
associated processes, policies
and controls.
CARE QUALITY AND
GOVERNANCE COMMITTEE
– Karl Monaghan (Chair)
– Professor Moira Livingston
– Jamie Cumming
Responsible for ensuring our Board
and its Committees have the right
balance of skills, knowledge and
experience and ensuring adequate
succession plans are in place.
NOMINATIONS COMMITTEE
STAFF CONSULTATIVE COMMITTEE
– Jamie Cumming (Chair)
– Professor Moira Livingston
– Karl Monaghan
The role of the Remuneration
Committee includes details
of Directors’ remuneration,
shareholdings and share options
scheme information. A key Group
strategy is to attract and retain
talented and committed staff at
every level of the business and the
Remuneration Committee aims to
foster remuneration philosophy,
policies and procedures to
achieve this.
During the financial year, CareTech established a Staff Consultative Committee
for the purposes of workforce engagement in accordance with the
recommendations of the 2018 UK Corporate Governance Code.
The aim of the Staff Consultative Committee is to monitor and facilitate
workforce engagement within the Group in order to foster a meaningful
dialogue between the Board and its employees, and the awareness of
employee matters will aid the Board’s decision-making process.
REMUNERATION COMMITTEE
– Karl Monaghan (Chair)
– Professor Moira Livingston
– Jamie Cumming
Responsible for reviewing and
reporting to the Board on the
Group’s financial reporting,
maintaining an appropriate
relationship with the Group’s
auditor and monitoring the
internal control systems.
AUDIT COMMITTEE
GROUP EXECUTIVE TEAM
The Board delegates the execution of the strategy and the day-to-day
management of the Group to the Group Executive Team, which operates
under the direction and authority of the Group CEO. The team generally
meet once a month.
Farouq Sheikh OBE
Introduction
This is our Corporate Governance Report, which sets out how the Board and its Committees
operate and how we are committed to maintaining the highest level of corporate governance.
The Board firmly believes that an effective corporate governance framework is essential to
underpin the success of the business, supporting management while ensuring an appropriate
level of challenge and exercising proper oversight while facilitating decision-making.
The Board is focused on taking steps to enhance standards of governance and disclosure
towards the levels required for Premium Listed companies, should the Board ultimately
decide to take that step.
The Board remains committed to achieving the highest standards of integrity, ethics,
professionalism and business practice throughout Group operations. Therefore, the Group
has aligned its governance with best practice and is therefore adopting the provisions of the
UK Corporate Governance Code 2018 on a comply or explain basis. The Code and associated
guidance is available on the Financial Reporting Council website at www.frc.org.uk. We have
noted the Code provisions below where the Group does not comply with the Corporate
Governance Code in full.
The Board has delivered sustainable and
reliable growth since its admission to
trading on AIM. CareTech has aimed to be
a defensible stock even in difficult times and
has adopted a progressive dividend policy.
The Group has also had direct involvement
in a variety of community-based programmes
further improving our corporate and services
reputation and helping to foster strengthened
relationships with commissioners.
CareTech’s key strategic priorities include
building the industry’s best leadership and
workforce, a continual focus on improving
the quality and scope of our Care Pathway
and accelerating digital adoption in UK social
care. Achieving these strategic priorities
will increase our market share and deliver
shareholder value. The Board ensures that the
Group is appropriately funded to deliver its
strategy. The Board appreciates that effective
communication and engagement with the
Group’s shareholders and the investment
community as a whole is a key objective.
The views of both institutional and private
shareholders are important. The Group
Executive Chairman has overall responsibility
for ensuring this communication is effectively
conveyed, and for making the Board fully
aware of key shareholders’ views, comments
and opinions.
1. Principles A–E: Board leadership and Company purpose
Contact with investors throughout the year
is a priority and the Board strives to look
after their interests. General presentations to
major shareholders following the publication
of the Group’s annual and interim results are
conducted by the Group Executive Chairman
and the Group Chief Financial Officer, as are
regular meetings through the year with fund
managers and investment analysts.
Effective communication with employees and
commissioners is also vital to the achievement
of the Group’s strategy. The Group has a
number of initiatives and policies to engage its
employees through training and development,
supervision, recognition of achievement
through staff awards, staff engagement
surveys, the Staff Consultative Committee
and development of a communication
plan. The Board believe that its workforce
policies, including its in-house training and
HR systems support the Group’s focus on
the provision of quality services and allow
for sustainable growth. The Board believe
the effectiveness of its staff engagement
procedures is reflected in its staff turnover
levels, which are below the industry average
and in the Group’s quality ratings, which are
above the industry average. The Board also
believe the Group’s business development
and marketing function have established
strong relationships with commissioners and
actively strives to maintain these relationships.
Being a socially responsible organisation with
a focus on ethical standards aligned with
commercial objectives remains a core aim.
The Board believes that behaving responsibly
and maximising the benefits of a strong
relationship with its stakeholders is an integral
part of a continuing process of building
long-term value.
The Group’s framework of controls includes
identification and management of any
conflicts of interests. The Board follows
specific procedures to identify potential
conflicts of interest, including those in relation
to significant shareholders. Firstly, only
independent Directors (i.e. those that have
no interest in the matter under consideration)
are able to take relevant decisions. Secondly,
in taking the decision the Directors must act
in a way they consider, in good faith, will be
most likely to promote the Group’s success.
In addition, Directors can impose limits or
conditions when giving authorisation if they
think this is appropriate. It remains the Board’s
intention to report annually on the Company’s
procedures for ensuring that the Board’s
power of authorisation in respect to conflicts
is operated effectively and that procedures
have been followed.
The Board focuses primarily upon
strategic and policy issues, and is
responsible for:
– Leadership of the Group.
– Implementing and monitoring
effective controls to assess and
manage risk.
– Supporting the Group Executive
Team to formulate and execute
the Group’s strategy.
– Monitoring the performance
of the Group.
– Setting the Group’s values
and standards.
The Board delegates matters to its four principal committees.
76
77
CareTech Holdings PLC / Annual Report and Accounts 2021
GOVERNANCE
BOARD OF
DIRECTORS
APPOINTED
SKILLS AND
EXPERIENCE
Farouq Sheikh OBE
Group Executive Chairman
Aged 63
Haroon Sheikh
BSc Group Chief
Executive Officer
Aged 65
Christopher Dickinson
Chief Financial Officer
Aged 43
Mike Adams OBE
Executive Director
Aged 50
Jamie Cumming
Non-Executive Director
Aged 71
Karl Monaghan
Non-Executive Director
Aged 59
Prof. Moira Livingston
Non-Executive Director
Aged 59
Farouq has been a key architect in
CareTech’s growth, having co-founded
the Group and been involved in the vision
and strategy from the outset in 1993.
With a background in law and a good
understanding of finance and commerce,
Farouq has been instrumental in securing
debt and equity funding for the Group as
well as leading the management team in
winning a number of long-term contracts
from local authorities and health
commissioners.
Farouq is a leading business entrepreneur,
philanthropist and investor, and has
initiated and overseen the successful
equity investments and the subsequent
exits for 3i Group PLC (in 1996 and 2002)
and Barclays Private Equity (in 2002 and
2005). His intimate knowledge of the
social care sector and his commercial
and negotiating expertise has guided
the Group’s growth.
Farouq was honoured with an OBE in
2020 for his services to social care, and
has been presented with a number of
Entrepreneur of the Year awards by
prestigious organisations including
Laing and Buisson, Coutts Bank and
Ernst & Young. He also presents widely
at healthcare conferences, raising
awareness of the specialist social
care sector.
As Patron and Enterprise Fellow of the
Prince’s Trust and a member of the
Mosaic National Advisory Board, Farouq
supports young people by passing on his
experience to inspire the next generation
of entrepreneurs. He is a Founder Trustee
of the CareTech Charitable Foundation
formed in 2017.
Mike has a significant track record in
the social care, health and disability
sectors. He is CEO of Purple Zest
Limited, a Group disability business,
and an Executive Director of CareTech.
In previous roles he was Director
of the National Disability Team,
responsible for policy and practice
for disabled students in higher
education; Director of Operations for
the Disability Rights Commission for
two years; and Chief Executive Officer
of ecdp, an Essex-based user-led
disability organisation. Mike spent
nine months as acting Chair of a large
acute hospital trust in Essex and has
previously chaired an expert panel
on Access to Work, the Government’s
flagship disability employment
programme. Mike has been awarded
an Honorary Doctor of Education
for disability leadership from Anglia
Ruskin University.
Mike was honoured with an OBE in
2012 for his services to disability and
became a Trustee of the CareTech
Charitable Foundation in 2017.
Founder
June 2010
Prior to joining CareTech, Chris was a
Managing Director at Jefferies where he
acted for the Group on its acquisition of
Cambian. Prior to Jefferies, Chris spent
14 years at J.P. Morgan advising on many
significant M&A transactions and debt
and equity raises. Chris is a chartered
accountant, having been admitted as a
member of the ICAEW in 2004 and as
a Fellow in 2014, and has a degree in
Computer and Management Science
from the University of Warwick.
After graduating from University
College Dublin with a Bachelor of
Commerce degree, Karl trained as
a chartered accountant with KPMG
in Dublin. He has worked in the
corporate finance departments
at a number of merchant banks
and stockbrokers, latterly at Credit
Lyonnais Securities for seven years
and Robert W. Baird for two years until
June 2002. Karl set up Ashling Capital
LLP in December 2002 to provide
consultancy services to quoted
and private companies. He sits on a
number of AIM quoted and private
company boards.
January 2020
October 2005
Haroon is amongst the most experienced
CEOs in the health and social care
sector and one of the UK’s leading
entrepreneurs and philanthropists. Along
with his brother Farouq, he co-founded
CareTech. As Group CEO he actively leads
the day-to-day running of the Group
and its international expansion, and has
been instrumental in assembling a highly
talented leadership team, to support
the continued growth of the business.
Haroon brings commercial acumen,
related industry experience and property
knowledge. He has a deep commitment
and passion for delivering high-quality
care and support to people with
complex needs.
Haroon is Patron and Enterprise Fellow of
the Prince’s Trust and is a member of the
UK Advisory Council of the British Asian
Trust under the patronage of HRH The
Prince of Wales.
In 2008, Haroon and Farouq were
winners of the highly valued Coutts
Family Business Prize and widely
applauded for the quality and social
integrity of the business they created.
In 2009, they were both finalists in the
Ernst & Young Entrepreneur of the Year
Awards and in 2016 they received the
Outstanding Contribution Award at
the Laing & Buisson Annual Healthcare
Awards. In 2019, Haroon and Farouq were
winners of the 'Asian Business of the Year'.
Haroon, a graduate of the University
of London, is a Founder Trustee of the
CareTech Charitable Foundation formed
in 2017, and is Chairman of the Trustees,
working closely with the Foundation’s
CEO and independent Trustees.
Jamie joined the Board as a Non-
Executive Director in 2013. Following
a long career in corporate advisory
and broking in the City, including
acting as Chief Executive Officer of
N+1Brewin LLP, and latterly as Senior
Adviser to Cantor Fitzgerald Europe,
Jamie has significant experience in
working with small and mid-sized UK
companies. Jamie currently utilises his
commercial experience in supporting
growth companies in non-executive
roles, is an associate of Ruffena Capital
and has qualified as a fellow of the
Chartered Institute of Securities &
Investment.
Moira has been involved in health
and social care for 35 years. Moira
spent many years working initially
as a Doctor in the field of older-age
psychiatry and latterly as a senior
clinical leader and manager in the
NHS.
Moira has held a number of Director-
level leadership roles in the healthcare
sector. Moira has led national
programmes for the Department of
Health and was a specialist adviser
with the CQC. Moira is also a Non-
Executive Director at Leeds Teaching
Hospitals NHS Trust, where she is
a member of the Audit committee
and chairs the Quality Assurance
Committee.
Founder
March 2013
May 2019
C
C
C
C
COMMITTEE MEMBERSHIP KEY
Care Quality and Governance Committee
Audit Committee
Nominations Committee
Remuneration Committee
Corporate Governance Report continued
78
79
CareTech Holdings PLC / Annual Report and Accounts 2021
GOVERNANCE
Corporate Governance Report continued
The Directors attended the following meetings in the year to 30 September 2021:
Board
(10 meetings)
Audit Committee
(2 meetings)
Remuneration
Committee
(6 meetings)
Care Quality
and Governance
Committee
(4 meetings)
Farouq Sheikh OBE
10
–
–
–
Haroon Sheikh
10
–
–
–
Christopher Dickinson
10
2
6*
–
Karl Monaghan
10
2
6
4
Mike Adams OBE
10
–
–
–
Jamie Cumming
10
2
6
4
Prof. Moira Livingston
10
2
6
4
* By invitation
Shareholder engagement
Through presentations and regular meetings
between the Executive Directors, analysts
and institutional shareholders, including those
following the announcements of the Group’s
annual and interim results, the Board seeks to
understand the objectives of our shareholders.
Copies of the Annual Report and Financial
Statements are issued to all shareholders
where requested and copies are available
on the Group’s website (www.caretech-uk.
com). The Group also uses its website to
provide information to shareholders and other
interested parties. The Company Secretary
deals with correspondence as and when it
arises throughout the year.
Further details on the Group’s engagement
with shareholders is contained in the s.172
statement on page 52.
Workforce policies and practices
Our reputation for acting responsibly plays
a critical role in the Group’s success as a
business and our ability to generate value
for shareholders. We maintain high ethical
conduct that is reflected in policies that are
embedded across the Group including the
Modern Slavery Act, and anti-bribery and
corruption policy.
Modern Slavery Act 2015
The Modern Slavery Act 2015 came into force
in October 2015 consolidating legislation
surrounding modern slavery and human
trafficking. We have a zero-tolerance approach
towards modern slavery or human trafficking
across all areas of our business including in
our supply chain and are committed to acting
ethically and with integrity throughout all of
our dealings.
We aim to work in partnerships with all of
our contractors, suppliers and other business
partners to ensure that they share and work
towards the same values we hold against
slavery and human trafficking.
A full version of our Anti-Slavery and
Trafficking Statement can be found on
our website.
Anti-bribery and corruption
The Group maintains a policy for anti-
bribery and corruption and has a zero
tolerance towards such activities, and requires
compliance with the laws of the UK, including
the Bribery Act 2010 in respect of Group
conduct both in the UK and overseas.
Internally we operate a suite of policies that
are embedded into our culture and help
govern our activities. Examples of these
include:
– Code of Conduct Policy, which sets out
the behaviours we expect of our staff
when acting for the Group.
– Recruitment Policy, all of UK employees
are recruited after a robust recruitment
process in line with UK employment laws
and are required to undertake appropriate
Disclosure and Barring Service checks.
– Whistleblowing Policy, we want staff
to feel confident and empowered to
raise any issues or concerns and have
a whistleblowing policy in place. Our
whistleblowing policy helpline is managed
by a third-party provider, enabling staff to
raise concerns about issues of safety or
wrongdoing, anonymously if necessary.
All such concerns received through
the helpline are sent to the Head of
Compliance for review, and to ensure that
they are appropriately investigated and
concluded. The Board is provided with
updates on material whistleblowing events
as they are reported from time to time
to the Executive Leadership Team.
We also continue to regularly monitor the
risks we face. All risks are reviewed by either
our Audit Committee or our Care Quality and
Governance Committee.
General Data Protection Regulations
('GDPR')
We take our responsibilities as a data
controller/processor very seriously and are
committed to operating within the boundaries
of any necessary data security regulations
to include the Data Protection Act. We are
conversant with the requirements of both
the GDPR and the Data Protection Bill and
are constantly updating our Information
Governance practices.
2. Principles: F–I: Division of
responsibilities
Ultimate responsibility for the management
of the Group rests with the Board of Directors.
Details of the Board are set out on pages 78
to 79.
The Board focuses primarily upon strategic
and policy issues and is responsible for:
– Leadership of the Group.
– Implementing and monitoring effective
controls to assess and manage risk.
– Supporting the senior leadership team to
formulate and execute the Group’s strategy.
– Monitoring the performance of the Group.
– Setting the Groups’ values and standards.
The Board consists of three independent
Non-Executive Directors and four Executive
Directors. The Board does not currently
comply with provision 2.11 of the UK
Corporate Governance Code and this
is under review.
Business review meetings are held monthly
with attendance of Executive Directors at
these meetings. These meetings provide the
Executive Directors with a comprehensive
understanding of the current performance
of, and the key issues affecting, the Group’s
operations. The Board also visits sites and have
continued to do this virtually during COVID-19.
At every board meeting the Board covers an
AIM-continuing obligations questionnaire and
declaration of connected party transactions.
This sets the tone for corporate behaviour
and helps makes governance meaningful
and focused on improving the business
and protecting shareholder value.
Matters reserved for the Board
The Board delegates certain of its
responsibilities to Board committees,
individual Directors or Executive management
where appropriate. However, there are certain
matters that are considered to be so important
to the long-term success of the Group that
they are reserved to the Board for specific
consideration and decision including:
– Financial reporting and controls including
statutory matters such as the approval of
final and interim financial statements and
dividend declarations.
– Board membership and other senior,
key personnel, appointments.
– Review of corporate governance
arrangements.
– Group strategy matters including the
approval of annual budgets, acquisitions
and disposals.
– Review of the processes for monitoring
and evaluating risk and the effectiveness
of the Group’s system of internal control
and operational efficiency.
– Review and supervision of treasury and
financial policies.
– Shareholder communications.
How do we manage our internal
controls and risks?
The Board is ultimately responsible for the
Group’s system of internal controls and
for reviewing its effectiveness. The role of
management is to implement Board policies
on risk and control. The system of internal
controls is designed to manage rather than
eliminate the risk of failure of the achievement
of business objectives. In pursuing these
objectives, internal controls can only provide
reasonable and not absolute assurance against
material misstatement or loss.
The recent challenging business climate has
resulted in a sustained focus on the approach
to risk. The Directors consider robust risk
management to be crucial to the Group’s
success and give a high priority to ensuring
that adequate systems are in place to evaluate
and limit risk exposure. They have overseen
the further development of processes and
procedures for identifying, analysing and
managing the significant risks faced by the
Group. During the year the Board undertook
an in-depth assessment of the emerging and
principal risks facing the Group and specifically
those that might threaten the delivery of
its strategic business model. These risks
have been discussed in the Strategic Report
on page 68 to 71. Processes have been
implemented during the year under review
and up to the date of approval of this
Annual Report and Financial Statements.
The processes and procedures are regularly
reviewed by the Board.
A process of control and hierarchical reporting
provides for a documented and auditable
trail of accountability. These procedures are
relevant across all Group operations and they
provide for successive assurances to be given
at increasingly higher levels of management
and, finally, to the Board.
How do we deal with conflicts of
interest?
Following amendments to the Company’s
Articles of Association in 2008 to reflect
certain provisions of the Companies Act 2006
relating to conflicts of interest that came
into force on 1 October 2008, the Board will
follow a specific procedure when deciding
whether to authorise a conflict or potential
conflict of interest. Firstly, only independent
Directors (i.e. those that have no interest in
the matter under consideration) will be able to
take the relevant decision. Secondly, in taking
the decision the Directors must act in a way
they consider, in good faith, will be most likely
to promote the Group’s success. In addition,
the Directors will be able to impose limits or
conditions when giving authorisation if they
think this is appropriate. It remains the Board’s
intention to report annually on the Group’s
procedures for ensuring that the Board’s
power of authorisation in respect of conflicts
is operated effectively and that procedures
have been followed.
80
81
CareTech Holdings PLC / Annual Report and Accounts 2021
GOVERNANCE
Detailed briefing papers containing financial
and operational summaries and an agenda
are provided to the Directors in advance of
each Board, Committee or business review
meeting. The Directors are able to seek
further clarification and information on any
matter from any other Director, the Company
Secretary or any other employee of the Group
whenever necessary.
The Company Secretary is responsible for
advising and supporting the Group Executive
Chairman and the Board on corporate
governance matters as well as assisting the
Group Executive Chairman in ensuring a
smooth flow of information to enable effective
decision-making. All Directors have access
to the advice and services of the Company
Secretary and, through him, have access to
independent professional advice in respect
of their duties, at the Group’s expense. The
Company Secretary, supported by the Group
Company secretariat, acts as secretary to
the Board, the Audit Committee and the
Remuneration Committee.
The Group provides its Directors and officers
with the benefit of appropriate insurance,
which is renewed annually.
The Directors’ biographies appear on pages 78
to 79 and detail their experience and suitability
for leading and managing the Group.
The roles and responsibilities of certain
members of the Board and Company
Secretary are explained and their respective
responsibilities summarised below.
Group Executive Chairman
As Group Executive Chairman, Farouq Sheikh
OBE leads the Board and is responsible for
its effective running.
Farouq Sheikh OBE leads the Company's
strategic development and takes a special
responsibility in respect of acquisitions and
investor relations.
The Non-Executive Directors are responsible
for:
– Constructively challenging the Executive
Directors and supporting the Group to
develop its strategy.
– Satisfying themselves as to the integrity of
the financial information and that there are
effective systems of risk management and
financial control.
– Chairing and/or serving on relevant
Committees.
Senior Independent Non-Executive Director
– Acting as a sounding board for the Group
Executive Chairman.
– Available to shareholders if they have
concerns which cannot be resolved
through the Group Executive Chairman
or other executive management.
– Acting as an intermediary for the Directors
where necessary.
Corporate governance framework and
terms of reference
The Board has an overarching corporate
governance framework to ensure continued
alignment of the Board and Committee
members’ roles and division of responsibilities.
Each member of the Board is provided with a
copy of the Company’s corporate governance
framework, which they review, discuss and
update regularly. Each of the Committees
have their own written terms of reference.
The Company Secretary supports the
Committees in updating these terms of
reference in order to comply with the
Code and other good corporate practice.
Farouq Sheikh OBE is responsible for:
– The effective running of the Board.
– Promoting high standards of Corporate
Governance.
– Ensuring Board agendas take full account
of relevant issues and Board members’
concerns.
– Ensuring the Directors receive accurate and
timely information.
Farouq Sheikh OBE is the co-founder of
the Group and is integral to its success and
growth. Whilst, the Group Executive Chairman
is not independent and therefore currently
does not comply with provision 2.9, the Board
believe Farouq Sheikh, as co-founder, provides
effective leadership in directing the Group and
facilitates a culture of openness and debate.
Group Chief Executive Officer
Haroon Sheikh is the Group CEO and
accountable to the Board for the day-to-day
running of the Group and management of
the strategic plan.
Haroon Sheikh is responsible for the following:
– Executive leadership of the Group’s
business on a day-to-day basis.
– Developing the overall commercial
objectives, and proposing and developing
the strategy in conjunction with the Board
as a whole.
– Responsibility, together with the senior
management team, for the execution
of the strategy and implementation of
Board decisions.
– Recommendations on senior appointments
and development of the management
team.
– Ensuring that the affairs of the Group are
conducted with the highest standards of
integrity, probity and corporate governance.
3. Principles: J–L: Composition,
succession and evaluation
Matters are delegated to Board Committees,
individual Directors or Executive management
where appropriate. To date, given the stage of
the Group’s development, it has been felt the
functions of a Nominations Committee can
be adequately fulfilled by deliberation of the
full Board; this will nevertheless be kept under
review (non-compliant with 3.17 and 3.23
of the Corporate Governance Code 2018).
When the need for additional Non-Executive
Directors are identified, the Board appoints
advisers to nominate experienced relevant
and appropriate candidates. Currently Board
members meet the candidates and come to
a collective view on appointments.
Currently all Directors are required to submit
themselves for re-election at least every
three years (non-compliant with 3.18 of the
Corporate Governance Code 2018) and
new Directors are subject to election by
shareholders at the first opportunity
following their appointment.
Whilst the performance of each of the
Directors is kept under review, no formal
evaluation is currently conducted by the
Group. The Board does not believe the
requirement is commensurate with the size
and nature of the business but is aware that
this does not comply with the Code provision
3.21–3.22 and will therefore keep under review.
CareTech is committed to developing a
working environment and culture that
promotes fairness and inclusivity. We launched
our Equality, Diversity & Inclusion Programme
with work now underway to embed this
into practices and culture. We initiated the
inaugural Staff Consultative Committee during
this period with representation from across
the organisation to focus on the staff voice
and workforce matters with this engagement
shaping our People Strategy.
Group Chief Financial Officer
Christopher Dickinson is accountable to the
Board for all financial matters and responsible
for:
– Preparation and integrity of financial
information.
– Operating effective systems of risk
management and control.
– Developing and implementing the
financial strategy and policies.
Executive Director
Mike Adams OBE, Executive Director, is
a champion of disability and the needs
of disabled people; adding to the Board
a wealth of knowledge around the sector
with responsibility for policy and practice.
In addition, Mike is CEO of Purple Zest
Limited, a disability business wholly owned
by the Group, which supports both disabled
people and businesses.
Non-Executive Directors
Collectively, the Non-Executive Directors
bring a valuable range of expertise and
experience in assisting the Group to achieve
its strategic aims and provide constructive
challenge and strategic guidance. In the
furtherance of their duties, all Directors are
able to take independent professional advice
at the expense of the Group and those
newly-appointed are made aware of their
responsibilities by the Company Secretary.
The Board approves the appointment and
removal of the Company Secretary.
The Non-Executive Directors comprise Jamie
Cumming, Karl Monaghan and Professor
Moira Livingston and are considered to be
independent. Although Karl Monaghan has
served on the Board for more than nine
years, the Board are satisfied that there are
no matters which affects the independence
of his judgement and as such Karl continues
to act independently.
The Board maintains regular focus on
succession planning for both Board and
senior leadership roles. During the year,
the Board has considered the desired skills,
personal attributes and experience that would
be of benefit to the Board in future Non-
Executive Directors. A number of members
of the Executive Committee have attended a
number of Board meetings at which they have
presented their respected strategies. We will
continue to review our succession planning
strategy to ensure the Board composition and
that of the Group Executive team reflects and
aligns with the needs of the business.
4. Provisions M–O: Audit, risk and
internal control
The Board has established an Audit
Committee comprising Karl Monaghan
(Chairman), Professor Moira Livingston and
Jamie Cumming. The Group Chief Financial
Officer and representatives of the external
auditor attend meetings by invitation as
required.
The Committee meets at least twice each
year and receives reports from the Group’s
management and external auditor relating
to the annual and interim accounts and the
accounting and internal control systems
throughout the Group. The Committee has
direct and unrestricted access to the external
auditor and reviews all services being provided
by them to evaluate their independence and
objectivity, taking into consideration relevant
professional and regulatory requirements in
order to ensure that said independence and
objectivity are not impaired by the provision
of permissible, non-audit services. The
Committee has carefully considered the level
of non-audit services and has concluded that
this does not impact on the independence of
the auditors.
Corporate Governance Report continued
82
83
CareTech Holdings PLC / Annual Report and Accounts 2021
GOVERNANCE
The Board, as advised by the Audit Committee,
is ultimately responsible for the Group’s risk
management policy and system of internal
controls and for reviewing its effectiveness.
The role of management is to implement
Board policies on risk management and
control. The system of internal controls is
designed to manage rather than eliminate the
risk of failure of the achievement of business
objectives. In pursuing these objectives,
internal controls can only provide reasonable
and not an absolute assurance against material
misstatement or loss.
The Directors consider robust risk
management to be crucial to the Group’s
success and give a high priority to ensuring
that adequate systems are in place to evaluate
and limit risk exposure. They have overseen
the further development of processes and
procedures for identifying, analysing and
managing the significant risks faced by the
Group. Risks facing the Group are described
on pages 68 to 71 in this report. These
processes have been implemented during
the year under review and up to the date of
approval of this Annual Report and Financial
Statements. The processes and procedures
are regularly reviewed by the Board and the
Audit Committee.
A process of control and hierarchical reporting
provides for a documented and auditable
trail of accountability. These procedures are
relevant across all Group operations: they
provide for successive assurances to be given
at increasingly higher levels of management
and, finally, to the Board.
The new General Data Protection Regulations
have changed how the Group manages,
protects and administers data. A team of
Senior Managers are responsible for how
data flows in and out, and where it is stored
throughout the Group.
5. Provisions P–R: Remuneration
The composition and role of the
Remuneration Committee is set out in the
Remuneration Report on pages 92 to 94.
Also detailed in that report are Directors’
remuneration, shareholdings and share
options scheme information.
The composition and role of the
Remuneration Committee includes details
of Directors’ remuneration, shareholdings
and share options scheme information.
A key Group strategy is to attract and retain
talented and committed staff at every level
of the organisation and the Remuneration
Committee aims to foster remuneration
philosophy, policies and procedures to
achieve this.
The Group operates in a highly competitive
environment. For the Group to continue to
compete successfully, it is essential that the
level of remuneration and benefits offered
achieve the objectives of attracting, retaining,
motivating and rewarding the necessary high
calibre of individuals at all levels across the
Group. In November 2020, AON Hewitt were
commissioned to prepare a benchmarking
report which has been used to provide
a useful analysis of the market for each
element of pay. The Group therefore sets
out to provide competitive remuneration to
all its employees, appropriate to the business
environment in the market in which it
operates. To achieve this, the remuneration
package is based upon the following principles
– total rewards should be set to provide a
fair and attractive remuneration package –
appropriate elements of the remuneration
package should be designed to reinforce
the link between performance and reward;
and Executive Directors’ incentives should
be aligned with the interests of shareholders.
The remuneration strategy is designed to be
in line with the Group’s fundamental values of
fairness, competitiveness and to support the
Group’s corporate strategy. A cohesive reward
structure consistently applied and with links
to corporate performance, is seen as critical
in ensuring attainment of the Group’s
strategic goals.
The processes used by the Board to review the
effectiveness of the system of internal controls
include the following:
– Annual budgets are prepared for each
operating business. Monthly management
reporting focuses on actual performance
against these budgets for each operating
business.
– Management reports and external audit
reports on the system of internal controls
and any material control weaknesses that
are identified.
– The whistleblowing helpline is managed
by a third-party provider, enabling staff to
raise concerns they may have about issues
of safety or wrongdoing, anonymously
if necessary. All such concerns received
through the helpline are sent to the Head
of Compliance for review, and to ensure
that they are appropriately investigated
and concluded.
– Discussions with management including
those on the actions taken on problem
areas identified by the Board members
or in the external audit reports.
– Policies and procedures for such matters
as delegation of authorities, capital
expenditure and treasury management
as well as regular updates.
– Review of the adequacy of the level
of experienced and professional staff
throughout the Group and the expertise
of individual staff members so that they
are capable of carrying out their individual
delegated responsibilities.
– Review of the external audit work plans.
– Audit Committee receive the audit report
and discusses the impact in the meetings
of the Board.
– Audit Committee review APMs to ensure
it is easy for investors, analysts and other
stakeholders to understand our business.
The Group therefore sets out to provide
competitive remuneration to all its employees,
appropriate to the business environment in
the market in which it operates. To achieve
this, the remuneration package is based
upon the following principles:
– Total rewards should be set to provide a fair
and attractive remuneration package.
– Appropriate elements of the remuneration
package should be designed to reinforce
the link between performance and reward.
– Executive Directors’ incentives should be
aligned with the interests of shareholders.
The Remuneration Committee’s principal
duties are to review the scale and structure
of the remuneration and service contracts for
Executive Directors and Senior Management
and it also administers the Company’s share
option schemes. The Committee takes
into consideration ESG issues in relation
to corporate performance, when setting
the remuneration of Executive Directors
and takes steps to ensure that the incentive
structure for Senior Management does not
raise ESG risks by inadvertently motivating
irresponsible behaviour. The remuneration
for Non-Executive Directors is set by the
full Board on the recommendation of the
Executive Directors. In line with the UK
Corporate Governance Code, remuneration
for Non-Executive Directors does not include
share options or other performance-related
elements.
Pensions for Executive Directors are based
on their basic salary but pension contribution
rates are not aligned with those available to
the workforce.
By order of the Board
Farouq Sheikh OBE
Group Executive Chairman
6 December 2021
– Reports from management on significant
matters are reviewed and challenged, and
the impact on the financial statements
and the statutory audit are considered.
In the year, going concern and viability
statement, impairment of assets and
control assessment have been reviewed.
The Group continues to review its system of
internal controls to ensure compliance with
best practice and Code guidance, whilst also
having regard to our size and the resources
available. The external auditor obtained an
understanding of our internal controls for
the purposes of forming their audit opinion
as set out on pages 102 to 113. No significant
deficiencies in our internal controls were
reported by our external auditor in the course
of their external audit. The Committee,
taking into account the current nature of
the operations and the experience and skill
of the management team, believes that
management is able to discharge their duties
in the management of the Group without the
need for an internal Audit function. This matter
will continue to be actively reviewed by the
Committee.
The Group has in place a whistleblowing
policy which sets out the formal process by
which an employee of the Group may, in
confidence, raise concerns about possible
improprieties in financial reporting or other
matters. Any material whistleblowing matters
in relation to financial reporting are on the
Committee’s agenda. During the year, there
were no major incidents for consideration.
Corporate Governance Report continued
84
85
CareTech Holdings PLC / Annual Report and Accounts 2021
GOVERNANCE
Care Quality and Governance Committee
Professor Moira Livingston
Chair of the Care Quality and
Governance Committee
Delivering the highest standards of education,
support and care and striving to continually
improve the outcomes for children, young
people and adults is the golden thread linking
the Board to our front-line services.
Ambition
Though COVID-19 has continued to impact
on all of our activities, we remain committed
to becoming the highest quality provider
of care, education and therapeutic support
across the UK and internationally. We provide
services to over c.5,000 adults and children
across over 550 locations. We work with
the majority of commissioners in England,
Scotland and Wales, and have begun to
engage with international markets. We
employ approximately 11,000 people.
Our mission is to provide every service
user with Extraordinary Days, Every Day.
Quality framework
Quality is assured through a 'three-line
of defence' framework.
1st line – Our operational team
Each part of the Group has a clear operating
model. Our Head of Children’s Services and
Head of Adult Services each line manages
a number of Managing Directors who each
hold accountability and responsibility for the
day-to-day performance of their portfolio of
services. Each Managing Director leads a team
of site managers, regional/locality managers
and operations directors. Our approach is
to embed quality throughout the Group’s
operations and employ well-qualified and
skilled professionals who operate within a
quality framework.
2nd line – Quality monitoring
and independent visiting
Our quality improvement team oversee
our policies and procedures, performance
KPIs, our Dynamic Line of Sight (‘DyLOS‘),
improvement programme, data analysis and
our independent visiting contract (delivered
through the NYAS. Further we operate a
programme of site visits by our Non-Executive
members of our Care Quality and Governance
Committee with the collective learning being
fed back to operational practice.
3rd line – Compliance and regulation
Our experienced internal compliance and
regulation team operates across all divisions,
reporting to our Group Executive Director
– Compliance. The team undertakes a
programme of regular service inspections and
thematic reviews, assessing against an internal
quality assurance framework.
These three lines of defence form our quality
framework which aims to ensure the Group
operates to the highest professional standards.
Strategic oversight of the quality of our
services is provided by our independent Care
Quality and Governance Committee. The
Committee has oversight of all aspects of
care, safety and service-user wellbeing.
Regulatory data and performance
Whilst the majority of our Group’s 550+
services are located in England, we also have
a strong presence within Scotland and Wales.
As such we operate under a number of
different regulators.
We continue to work closely with our
regulators and commissioners across England,
Scotland and Wales. In addition to localised
links with inspectors, we have held meetings
with senior leaders from our two main
regulators – CQC and Ofsted, to review the
performance of our portfolio. In addition,
during 2021 we have shared and discussed
our approach to managing COVID-19.
“Quality is defined
by the level of
service we deliver
and the outcomes
we achieve for
children, young
people and adults
and the Group
as a whole.”
Our Adults Services and a small number of
our Children’s Services residential and college
portfolio are regulated by the CQC who
assess the services against approved essential
standards of quality and safety. The regulators
test and publicly record whether services are
compliant or non-compliant against those
standards.
Adults Services in Wales are regulated under
different national legislation and are not
currently rated on any form of scale,
though all are compliant.
The Foster Care services in England are
regulated by Ofsted and 100% services are
rated Good.
In Wales, the services are regulated by the
Care Inspectorate Wales (‘CIW‘) and are
not currently rated on any form of scale.
The Care Inspectorate of Scotland who
regulate both Adults and Children’s Services
have the majority of the Group’s rated
residential services as Excellent or Very Good
for both the established services and the
acquired services in Scotland.
Regulators in England, Scotland and Wales
have worked to an amended regulatory
programme from October 2020 to April 2021.
There were few service inspections and a
focus on remote/desk top assessments for
most Adults and Children’s services.
From April 2021, a more regular programme
of inspection was reinstated by CQC and
Ofsted but with a continued focus on services
that had not had external inspection during
the previous year or services where there was
information to indicate potential compliance
concerns.
The CQC have introduced aspects of their
new three-year strategy that sees a more
flexible and agile approach to inspection
and regulation. This will potentially see
more frequent changes in service ratings.
CQC
We have 162 CQC-registered services, of
which 159 have been graded. The statistics
below show that we continue to operate
above the national averages for the Adult
social care sector.
Over the last four years we have consistently
operated above national average ratings for
the Adult care sector. Whilst the impact of
COVID-19 on our capacity to provide excellent
services, cannot be over-stated, we continue
to out-perform the national average with
86% of services rated Good/Outstanding.
Ofsted
The majority of our Children’s Services are
regulated by Ofsted in England and these
services are rated as Outstanding, Good,
Requires Improvement or Inadequate.
We have 232 Ofsted registered services.
Our Group’s blended position is 80% Good
or Outstanding in line with national averages.
Quality governance and strategy
The Care Quality and Governance Committee
is chaired by Professor Moira Livingston and
has continued to meet through 2020/21.
The terms of reference and membership of
the Committee were reviewed in the summer
of 2021 to reflect changes at the Executive
team and to recognise in particular the quality
theme on Clinical Governance. Membership is
now Karl Monaghan and Jamie Cumming as
NEDs, and Amanda Sherlock, Group Executive
Director – Compliance.
The purpose of the Committee is to lead the
development of the Group’s quality strategy
and be responsible for the strategic oversight
and assurance of care standards across the
Group. In particular, to hold the Executive
to account for the governance, risk and
assurance process in place to identify, mitigate
and manage risk and to maintain and improve
the quality and safety of Group services.
During 2020/21 the Committee met four
times to provide oversight and assurance on
the quality strategy, quality standards, safety
and compliance of the Group on behalf of
the Board. In addition to standard business, as
with previous years the Committee has invited
operational directors to attend and present
on topics ranging from restraint reduction
strategy, safeguarding deep dive and clinical
governance strategy.
Throughout 2020/21 we continued to deliver
upon our existing programme of quality
improvement. Key achievements, set out
by current workstreams are as follows:
Workstream 1: Child, young person and
adult-centred outcomes
– Trained staff and continued the
implementation of Mind of My Own (Voice
of the Child) across every Children’s service.
– Trained staff across our Children’s specialist
mental health services in our chosen
outcome framework (‘CANS‘) and began
the implementation.
Workstream 2: Improving quality standards,
policies and procedures
– Implemented our corporate policy review
cycle and reviewed key policies.
– Commenced an audit of our existing
suite of policies with plans to identify key
corporate policies that can operate across
the whole of CareTech.
– Developed and maintained a suite of
COVID-19 related policies to provide clear
guidance throughout the pandemic.
86
87
CareTech Holdings PLC / Annual Report and Accounts 2021
GOVERNANCE
Workstream 7: Strong and robust site
to Board governance
– New Clinical Governance Committee
launched.
Our commitment to improving quality
Building on our existing quality framework
programme, the three lines of defence
framework, and recognising the evolving
shape of our Group service portfolio, we have
established five key quality and compliance
themes to guide our priorities:
1. Review and re-set of our quality strategy
and Group quality objectives
2. Implementation of a Group-wide Clinical
Governance Framework
3. Review and development of our approach
to corporate risk and Board assurance
4. Becoming an open, just and learning
organisation
5. Improving our incident and safeguarding
management
The five ‘themes’ enable a clear line of sight
for the Board and Executive to monitor key
quality projects and programmes that have
the maximum impact on delivering our quality
ambition.
The Group have invested further in both
its internal compliance resource but also
creating a new Executive role to drive quality
improvement. Working with our operational
teams, independent visitor programme for
Children’s services and with regulators, we
have moved to an approach to quality that
goes ‘beyond ratings’ and puts personalisation
and outcomes for individuals at the heart of
our approach.
Workstream 3: Recruitment, retention and
development of skilled professionals
– Implemented our new safer recruitment
policy.
– Supervision process being integrated
into our Myrus system.
Workstream 4: Quality monitoring and
assurance
– Quality framework operating across our
CQC and Children’s residential services.
– DyLOS operational across 75% of our
portfolio with remaining sites going live
before the end of 2021.
Workstream 5: Embedding a culture of
continuous improvement
– Quality Improvement Plans (‘QIP‘) format
refreshed and being implemented across
all Children’s Services sites.
– Responsible Individual Forum has met three
times across 2021 independently chaired
with new RI competency framework
launched.
– Safeguarding Boards operating across
Education, Fostering and Children’s
residential.
– New PMO function launched in Quality
Improvement team.
Workstream 6: Management Information
Systems (‘MIS‘) enabling data-informed
practice and decision-making
– New MIS (Behaviour Watch) implemented
across all CareTech schools with phase 1
focusing upon incident management and
safeguarding.
– MIS (Charms) implemented across our
Fostering business.
– CareTech KPI preparation completed with
launch expected before the end of 2021.
Our existing seven quality improvement
workstreams will realign to these five priorities
as we move forward and we will report on
progress under these five headings going
forward.
We are committed to this journey of
improvement and our aspiration to become
the highest quality provider in our sector.
Professor Moira Livingston
Non-Executive Director
6 December 2021
Care Quality and Governance Committee continued
The Directors present their Report and the
audited Group Financial Statements for the
year ended 30 September 2021.
Principal activities
The principal activity of the Group is the
provision of high-quality support and care for
individuals who often have complex needs.
Business review and future
developments
The results for the financial year ended
30 September 2021 are set out in the
consolidated statement of comprehensive
income detailed on pages 115 to 116. Revenue
for the year amount to £489.1m, operating
profit for the year before non-underlying items
amounted to £80.5m and operating profit
after non-underlying items amounted
to £79.5m.
The information that fulfils the requirements
of the business review, including details of
the 2021 results, key performance indicators,
principal risks and uncertainties and the
outlook for future years, is set out in the
Group Executive Chairman’s Statement
(pages 14 to 17), the Group Chief Executive's
Statement and Performance Review (pages
20 to 25), the Strategic Report (pages 1 to 75)
and the Group Financial Review (pages 72
to 75) including Key Performance Indicators
(pages 43 to 45) and Principal Risks and our
Strategic Response (pages 68 to 71).
Key risks and uncertainties
There are a number of risks and uncertainties
which could impact on the Group’s long-
term performance. These are set out in the
Strategic Report on pages 68 to 71.
Employee engagement
Details in relation to employment policies,
employee involvement, development,
together with details of some of the human
resource improvement initiatives implemented
during the year and priorities for the year
2021/22 are shown in the Strategic Report,
all of which are incorporated by reference
into this Directors’ Report.
Business relationships
Details of the Group’s commissioners, service
users, regulators and suppliers, and how
we engage with them are described in the
Strategic Report, all of which are incorporate
by reference into the Directors’ Report.
Environmental
The Group is committed to developing a
business that is built on the foundations of
responsibility. In 2021, we developed our new
Responsibility Strategy – CARE4, which is set
out on page 10.
Details of the Group’s Greenhouse gas
emissions and the methodology used to
calculate such emissions are set out on
page 55 which is incorporated by reference
into this Directors’ Report.
Dividends
Dividends of £14.4m have been paid during
the year. The Directors propose a final
dividend of 9.5p per share (2020: 8.75p)
subject to the approval at the forthcoming
Annual General Meeting.
Share listing
The Group’s Ordinary Shares are admitted to
and traded on AIM, a market operated by the
London Stock Exchange. Further information
regarding the Group’s share capital, including
movements during the year, are set out in note
26 to the financial statements.
Directors
The names of the current Directors together
with brief biographical details are shown on
pages 78 to 79.
In accordance with the Articles of Association,
Jamie Cumming retires by rotation and, being
eligible, will offer himself for re-election.
The names of all Directors who held office
in the year are as follows:
Director’s name
Title
Farouq Sheikh OBE
Group Executive Chairman
Haroon Sheikh
Group Chief Executive Officer
Christopher Dickinson Group Chief Financial Officer
Mike Adams OBE
Executive Director
Karl Monaghan
Non-Executive Director
Jamie Cumming
Non-Executive Director
Professor Moira
Livingston
Non-Executive Director
The terms of the Directors’ service contracts
and details of the Directors’ interests in the
shares of the Group, together with details of
share options granted and any other awards
made to the Directors, are disclosed in the
Remuneration Report commencing on
page 92.
Directors’ insurance
The Company maintains appropriate Directors’
and Officers’ liability insurance, as permitted
by the Companies Act 2006.
Directors’ Report
88
89
CareTech Holdings PLC / Annual Report and Accounts 2021
GOVERNANCE
Employees
The Directors recognise the benefits which
arise from keeping employees informed of the
Group’s progress and plans and through their
participation in the Group’s performance. The
Group is therefore committed to providing its
employees with information on a regular basis,
to consulting with them on a regular basis
so that their views and/or concerns may be
taken into account in taking decisions which
may affect their interests, and to encouraging
their participation in schemes through which
they will benefit from the Group’s progress
and profitability. The Group aims to foster a
working environment in which all employees
are treated with courtesy and respect and
seeks at all times to provide opportunities
to develop and reach their full potential.
The Group established Sharesave share option
schemes for eligible employees in both 2016,
2017 and 2020, details of which can be found
in note 25 along with options remaining on
previous schemes. The Board feels that share
ownership among employees fosters team
spirit and motivation and will contribute to
the ultimate success of the Group.
It is the Group’s policy to ensure that disabled
persons are treated fairly and consistently
in terms of recruitment, training, career
development and promotion and that their
employment opportunities should be based
on a realistic assessment of their aptitudes
and abilities. Wherever possible, the Group
will continue the employment of persons who
become disabled during the course of their
employment through retraining, acquisition of
special aids and/or equipment or the provision
of suitable alternative employment.
Share capital
Substantial shareholdings
As at 6 December 2021, being the date of
the preliminary results announcement, the
Group had been notified of, or was otherwise
aware of, the following substantial interests
of 3% or more in the Ordinary Share capital
of the Group, other than those in respect
of the Directors which are set out in the
Remuneration Report on page 99.
No. of
Ordinary
Shares of
0.5p
Percentage
%
Liontrust Asset Mgmt
16,786,870
14.8
Lombard Odier Asset Mgmt
13,031,755
11.5
Canaccord Genuity
Wealth Mgmt
11,500,268
10.2
Kempen Capital Mgmt
9,082,784
8.0
Mr Richard Griffiths
5,831,945
5.2
Capital structure
As at 30 September 2021, the Group had
113,327,459 issued Ordinary Shares of
0.05p each. The Company has, and as
at 30 September 2021, had, one class of
Ordinary Shares and each share carries the
right to one vote at General Meetings of the
Group and to participate in any dividends
declared in accordance with the Articles
of Association. No person has any special
rights of control over the Group’s share
capital.
Financial instruments
The Group is exposed to a combination
of price, credit, interest rate and cash flow
risks. The Group uses financial instruments
including cash, borrowings and interest rate
swaps, the main purpose of which are to
raise finance for the Group’s activities and
to manage interest rate risks. Disclosures in
respect of these instruments are set out in
note 29 to the financial statements.
Authority to allot shares
Pursuant to resolutions approved at the
Annual General Meeting on 9 March 2021
the Directors were granted authority to allot
shares with an aggregate nominal value of up
to the value of one third of the share capital
of the Group.
Resolutions for the renewal of the above
will be proposed at the forthcoming Annual
General Meeting and also a resolution to give
the Directors authority to allot equity securities
for cash to the holders of Ordinary Shares as
the Directors may determine on the register
on a fixed record date in proportion (as nearly
as may be) to their respective shareholding
or in accordance with the rights attached
thereto. Further details of which, together with
explanations of the resolutions to be proposed
at the meeting, appear in the 'Notice of AGM
and explanatory circular to shareholders'
which will be sent to shareholders in good
time prior to the meeting.
Post balance sheet events
On 19 November 2021, an interim dividend
of 4.6p per share was paid to shareholders.
On 29 November 2021, Smartbox Holdings
Ltd (‘Smartbox’) announced the acquisition
of REHAVISTA and its subsidiary company
LogBUK. REHAVISTA is Germany’s largest
provider of augmentative and alternative
communication (‘AAC’) products and
services. LogBUK is a subsidiary company to
REHAVISTA, providing independent speech
and language therapy to help AAC users
achieve the best outcomes through specialist
clinical support. Smartbox paid €10m in cash
on completion, funded by the Group’s debt
facility and post completion, CareTech will
own 83% of Smartbox with the remaining
minority ownership held by the Smartbox
management team.
Directors’ Report continued
Going concern
The Group’s business activities together
with the factors likely to affect its future
development, performance and position are
set out in the Group Executive Chairman’s
Statement, Group Chief Executive’s Statement
and Performance Review on pages 14 to 17
and pages 20 to 25 and Viability Statement on
page 75. The financial position of the Group,
its cash flows, liquidity position and borrowing
facilities are described in the Group Financial
Review on pages 74 to 75. In addition, note
29 to the financial statements includes the
Group’s objectives, policies and processes
for managing its capital, its financial risk
management objectives, details of its financial
instruments and hedging activities and its
exposures to credit risk, interest rate risk and
liquidity risk. As highlighted in that note, the
Group meets its day-to-day working capital
requirements through cash flow from profits
which together with existing bank facilities are
sufficient to fund present commitments. Term
facilities are utilised to fund capital expenditure
and short-term flexibility is achieved by the
utilisation of cash resources in respect of
financial liabilities, which are shown in the
table in note 29 and indicates their contractual
cash flow maturities.
The Group has banking facilities with a
consortium of eight banks (Barclays Bank
plc, HSBC UK Bank plc, Santander UK plc,
AIB Group (UK) plc, Clydesdale Bank plc
and Credit Suisse AG, Lloyds Bank plc and
National Westminster Bank plc) for committed
financing by way of term loans, none of
which are repayable before August 2023. In
addition to the term loans, a £25m revolving
credit facility is available to provide working
capital for the Group together with a day-
to-day overdraft facility of £2m. There are a
number of Banking Covenants which ratchet
depending on time and Group performance.
The Directors forecast that they are able
to meet all Banking Covenants, which are
reviewed regularly.
The Group’s underlying operating business
is cash generative, much of the business has
a long-term profile with both debtor days
and creditor days comparatively low. As at
the balance sheet date, the Group had cash
balances of £65.6m.
The Directors have prepared a cash flow
forecast taking into account all expected cash
flows for 12 months from the date of signing
these financial statements. The Group has
run downside scenarios including, but not
limited to, a reduction in revenue, site closures
and a cyberattack. This is done to identify
risks to liquidity and covenant compliance.
After making due enquiries and applying the
downside sensitivities both individually and in
combination, the Directors have not identified
any material uncertainties to the Group and
the Parent Company’s ability to continue to
operate over a period of at least 12 months
from the date of approval of the financial
statements. Therefore the Directors consider
it appropriate to adopt the going concern
basis of accounting in preparing the financial
statements.
Disclosure of information to auditor
The Directors who held office at the date of
approval of this Annual Report confirm that, so
far as they are each aware, there is no relevant
audit information of which the Company’s
auditors are unaware; and each Director has
taken all the steps that he or she ought to have
taken as a Director to make himself or herself
aware of any relevant audit information and
to establish that the Company’s auditors are
aware of that information.
Auditor
Grant Thornton UK LLP have expressed
their willingness to continue in office and,
in accordance with section 489 of the
Companies Act 2006, a resolution for their
reappointment will be proposed at the
forthcoming Annual General Meeting.
By order of the Board
Farouq Sheikh OBE
Group Executive Chairman
6 December 2021
90
91
CareTech Holdings PLC / Annual Report and Accounts 2021
GOVERNANCE
Dear Shareholder,
On behalf of the Board, I am pleased to
present the Directors’ Remuneration Report
for the year ended 30 September 2021 and the
implementation of our remuneration policy
for the year ended 30 September 2022. The
Group is listed on the Alternative Investment
Market (’AIM’) market of the London Stock
Exchange and the information provided is
disclosed to fulfil the requirements of AIM
Rule 19. This report is split into two main parts:
– this statement to shareholders which
includes a summary of our approach to
pay, our policy, remuneration outcomes for
the year just ended and how we intend to
operate remuneration arrangements for
the year ahead; and
– the Annual Report on remuneration which
provides more detail on the above, as well
as setting out other remuneration-related
disclosures.
The Remuneration Report was resoundingly
approved by shareholders at the 2021 Annual
General Meeting with 97.6% vote ‘For’ and
I would like to thank shareholders for their
continued support.
Remuneration Committee
The Remuneration Committee currently
comprises three Non-Executive Directors,
Jamie Cumming (Chair), Karl Monaghan
and Professor Moira Livingston. The
Committee met six times in 2021, and its
main responsibilities are set out below.
Main Committee responsibilities
– Review the scale and structure of the
remuneration and service contracts
for Executive Directors.
– Governing all share plans.
– Ensure that the incentive structure for
senior management does not raise
ESG risks by inadvertently motivating
irresponsible behaviour.
– Review workforce remuneration and related
policies and the alignment of incentives and
rewards with culture.
– Approve the design and determine targets
for Executive Directors’ and other senior
executives’ incentive arrangements.
– Appoint remuneration consultants.
The Committee members have no personal
financial interest, other than as shareholders,
in the matters to be decided and all are
considered to be independent Directors of
the Group. They have no conflicts of interest
arising from cross-directorships or from being
involved in the day-to-day business of the
Group. They do not participate in any bonus,
share option or pension arrangements.
Business performance and
incentive outcomes for 2021
CareTech has 16 years on the public markets
and grown to over 550 services supporting
close to 5,000 service users. The business has
increased its range of services to offer a broad
Care Pathway which was expanded during
the year with the acquisition of Smartbox and
the creation of a Digital Technology division.
Continuing to be innovative and develop a
range of Care Pathways will continue to help
many of the adults, young people and children
we support to live more independently.
For the 2020/21 year, the Group’s performance
has been strong and demonstrating
considerable resilience. Trading performance
was significantly ahead compared with the
same period last year. As with all businesses,
the Group was affected by the COVID-19
pandemic and the Executive Directors have
prioritised the safety and health of those we
care for and our employees. Through their
leadership and dedication of our staff, support
teams and management, the Group has
continued to provide excellent quality care.
Directors’ Remuneration Report
Jamie Cumming
Chairman of the
Remuneration Committee
Number of meetings
held during the year
6
Committee members
and meeting attendance
Jamie Cumming (Chair) (6/6)
Karl Monaghan (6/6)
Professor Moira Livingston (6/6)
STATEMENT FROM THE CHAIRMAN
OF THE REMUNERATION COMMITTEE
Annual bonus
The annual bonus scheme in which the
Executive Directors participate is based on
the achievement of pre-IFRS 16 adjusted
underlying EBITDA, pre-IFRS 16 EPS and
Quality performance. For 2020/21, the
maximum bonus for the Group Executive
Chairman and Group Chief Executive Officer
was 100.0% of salary, 66.6% for the Group
Chief Financial Officer and 50% for the
Executive Director. In light of the performance
of the Group in the financial year, as reflected
in a significant increase in shareholder value,
88.8% of the maximum bonus entitlement was
achieved by the Group Executive Chairman,
Group Chief Executive Officer and Group
Chief Financial Officer.
Long-Term Incentive Plan (’LTIP’)
In December 2020, the Remuneration
Committee approved the implementation
of a new Long-Term Incentive Plan. The LTIP
replaces the Group's existing executive share
option scheme and has been established with
a view to encourage long-term value creation
for the Group's shareholders and to align
the interests of the Executive Directors and
senior leadership team with shareholders.
The Remuneration Committee believes that
the implementation of the LTIP will also assist
the Group in attracting and retaining high-
calibre individuals for the future.
Awards will normally vest on the third
anniversary of the date of grant, subject to
the satisfaction of any performance conditions
and the grantee's continued service. Upon
vesting, 50% of the Award shares are subject
to a holding period of four years from the
date of grant, with the remaining 50% of the
Award shares subject to a holding period of
five years from the date of grant, ensuring
further alignment with shareholders. During
the holding period, restrictions will apply to
the sale or other disposal of the shares. Malus
and clawback provisions are also in place to
reduce or recover the awards in circumstances
such as any material misstatement of the
financial statements, or a serious breach
of the Company's code of ethics.
The first LTIP award was granted to participants in December 2020. The LTIP awards were set
at 150% of salary for the Group Executive Chairman, Chief Executive Officer and Group Chief
Financial Officer and 75% for the Executive Director and subject to EPS growth over the
three- year performance period. Further details are set out later on in this report.
Remuneration decisions for 2022
Salaries
The following table sets out salaries for Executive Directors for the year ended 30 September
2021 and intended salaries effective for the year ending 30 September 2022.
Executive Directors
Salary with
effect from
1 October 2020
Salary with
effect from
1 October 2021
Group Executive Chairman
Farouq Sheikh OBE
£400,000
£400,000 (+0%)
Group Chief Executive Officer
Haroon Sheikh
£450,000
£450,000 (+0%)
Group Chief Financial Officer
Christopher Dickinson
£300,000
£300,000 (+0%)
Executive Director
Mike Adams OBE
£125,000
£125,000 (+0%)
Benefits
There will be no changes to benefits provided
to the Executive Directors.
Relocation allowance
In order to grow and develop CareTech in
the Gulf region, the Group Chief Executive
Officer has relocated on a temporary basis
to the United Arab Emirates. The Group
Chief Executive Officer has retained all of his
current responsibilities, with the international
development of the business representing an
expansion of his duties and responsibilities.
A relocation allowance of £12,000 per month
has been approved by the Remuneration
Committee to cover his move and included
visa and immigration support, flights, housing
and education fees.
Annual bonus
The maximum bonus opportunity remains
at 100% of salary for the Group Executive
Chairman and Group Chief Executive
Officer. The maximum bonus opportunity
has increased to 100% for the Group Chief
Financial Officer and remains at 50% for the
Executive Director.
The measures and weightings have been
reviewed and the FY22 bonus will use the
same mix of three measures as FY21, with a
weighting of a third each on Underlying basic
EPS, Underlying basic EBITDA and Quality.
In line with our approach for the FY21 bonus,
we will retrospectively set out the targets and
performance achieved in next year’s Annual
Report on Remuneration.
LTIP
The maximum opportunity remains at 150%
of salary for the Group Executive Chairman,
Group Chief Executive Officer and Group
Chief Financial Officer and 75% for the
Executive Director. The measures have been
reviewed and we believe earnings remain
strongly aligned to our strategic priorities.
Further information is set out later on in
this report.
92
93
CareTech Holdings PLC / Annual Report and Accounts 2021
GOVERNANCE
Directors’ Remuneration Report continued
STATEMENT FROM THE CHAIRMAN
OF THE REMUNERATION COMMITTEE CONTINUED
2018 UK Corporate Governance Code
Our remuneration policy is designed to support an effective pay-for-performance culture which enables the Company to attract, retain
and motivate Executive Directors who have the necessary experience and expertise to execute our strategy and deliver value to shareholders.
The Company chooses to adopt best practice and the 2018 UK Corporate Governance Code on a comply or explain basis and below is an
explanation of how the Committee has addressed the principles prescribed in Provision 40.
Principle
How the Committee has addressed the principle
Clarity and simplicity
The Committee ensures that remuneration arrangements are transparent, comprising
a simple incentive structure that is commonplace in the market and best practice
remuneration provisions.
Risk
The Committee promotes long-term sustainable performance through sufficiently stretched
targets, whilst ensuring that the incentive structure does not encourage Executive Directors
to take inappropriate risks.
Predictability
The ‘illustration of application of remuneration policy’ chart on page 96 indicates the
potential values that may be earned through the remuneration arrangements.
Proportionality
The Committee believes how each element of remuneration links to the delivery of our
strategy is set out in this report.
Alignment to culture
The Committee believes that the incentive arrangements are consistent with the Group’s
values:
Honesty and Transparency: The incentive arrangements are simple, transparent and in line
with market practice.
Respect and Responsibility: The Committee has recourse to recover incentive payments
in certain circumstances.
Creating Value: The incentives are aligned to shareholders for delivering exceptional
performance.
Conclusion
We remain fully committed to continuing an open and transparent disclosure of our remuneration policy. We believe that the policy operated
as intended in 2021 and we consider that the remuneration received by Executive Directors during the year was appropriate taking into account
Group and personal performance.
By order of the Board
Jamie Cumming
Chairman of the Remuneration Committee
6 December 2021
EXECUTIVE REMUNERATION AT A GLANCE
This table summarises the approach to remuneration arrangements for Executive Directors for FY21 and intended operation for FY22.
Element of remuneration
Year ended 30 September 2021
Year ending 30 September 2022
Salary
Exec Chair – £400,000
Group CEO – £450,000
Chief Financial Officer – £300,000
Executive Director – £125,000
Group Exec Chair – £400,000 (+0%)
Group CEO – £450,000 (+0%)
Chief Financial Officer – £300,000 (+0%)
Executive Director – £125,000 (+0%)
Maximum discretionary
bonus opportunity
Group Exec Chair & Group CEO – 100% of salary payable in cash
Group Financial Officer – 66% of salary payable in cash
Executive Director – 50% of salary payable in cash
Group Exec Chair & CEO – 100% of salary payable in cash
Group Financial Officer – 100% of salary payable in cash
Executive Director – 50% of salary payable in cash
Bonus performance
measures
Three measures each with equal weighting:
– Underlying basic EPS; Underlying EBITDA; and quality of regulatory reports
LTIP
Grants made in December 2020:
– Group Exec Chair, Group CEO, Group Chief Financial Officer –
150% of salary
– Executive Director – 75% of salary
Grants expected:
– Group Exec Chair, Group CEO, Group Chief Financial Officer –
150% of salary
– Executive Director – 75% of salary
LTIP performance
measures
Underlying Basic Earnings per share (100%)
Pension
arrangements
15% of salary pension contribution
(which can be taken as 13% of salary cash allowance)
15% of salary pension contribution
Directors’ service agreements
All Executive Directors’ service contracts are subject to a 6 or 12 months’ notice (period) of termination on either side.
The Non-Executive Directors have each been appointed under contracts, which are subject to three months’ notice of termination
on either side.
94
95
CareTech Holdings PLC / Annual Report and Accounts 2021
GOVERNANCE
EXECUTIVE REMUNERATION AT A GLANCE CONTINUED
Illustration of application of remuneration policy for 2021/22
The remuneration package for the Executive Directors is designed to provide an appropriate balance between fixed and variable performance-
related components. The Committee is satisfied that the composition and structure of the remuneration package is appropriate, clearly supports
the Group’s strategic ambitions and does not incentivise inappropriate risk taking. This is reviewed on an annual basis.
The chart below sets out illustrations of each Executive Director’s remuneration package, should they achieve minimum, on-target or maximum
performance. A fourth scenario, which assumes 50% share price growth over the LTIP vesting period, is also included. The chart is for illustrative
purposes only and actual outcomes may differ from those shown. In accordance with disclosure regulations, share awards have been shown
at face value, with no dividend accrual or discount rate assumptions and share price growth modelled in the final scenarios only.
For the purposes of the above analysis, the following methodology has been used:
Minimum performance
Fixed remuneration only
On-target performance
Fixed remuneration
50% of maximum annual bonus is earned
50% of maximum LTIP vests
Maximum performance
Fixed remuneration
100% of maximum annual bonus is earned
100% of maximum LTIP vests
Maximum performance
+ 50% share price growth
As per the Maximum performance illustration, but also assumes for the
purposes of the LTIP that share price increases by 50% over the vesting period
Fixed remuneration comprises base salary as at 1 October 2021, benefits received and pension opportunity.
£2,500
£'000s
Group Executive Chairman – Farouq Sheikh OBE
£2,000
£1,500
£1,000
£500
£0
Minimum
performance
On-target
performance
Maximum
performance
Minimum
performance
+ 50% share
price growth
£2,500
£'000s
Group Chief Financial Officer – Christopher Dickinson
£2,000
£1,500
£1,000
£500
£0
Minimum
performance
On-target
performance
Maximum
performance
Minimum
performance
+ 50% share
price growth
£2,500
£'000s
Group Chief Executive Officer – Haroon Sheikh
£2,000
£1,500
£1,000
£500
£0
Minimum
performance
On-target
performance
Maximum
performance
Minimum
performance
+ 50% share
price growth
£500
£'000s
Executive Director – Mike Adams OBE
£400
£300
£200
£100
£0
Minimum
performance
On-target
performance
Maximum
performance
Minimum
performance
+ 50% share
price growth
Directors’ Remuneration Report continued
Salary & benefits
Cash bonus
LTIP
Share price appreciation
ANNUAL REPORT ON REMUNERATIONS
Directors' remuneration (audited)
The table below reports a single figure of total remuneration for each of the Directors for the financial year ended 30 September 2021 and their
comparative figures for the financial year ended 30 September 2020.
Salary and fees
Benefits
Annual bonus
LTIP
Pension
Total
2021
£0
2020
£0
2021
£0
2020
£0
2021
£0
2020
£0
2021
£0
2020
£0
2021
£0
2020
£0
2021
£0
2020
£0
Executive Directors
Farouq Sheikh OBE
400
400
37
22
356
367
0
0
52
44
845
833
Haroon Sheikh
450
450
207
58
400
413
0
0
59
50
1,116
971
Christopher Dickinson
300
198
26
10
178
91
0
0
39
26
543
325
Mike Adams OBE
125
125
10
8
56
57
0
0
0
–
191
190
Non-Executive Directors
Karl Monaghan
59
53
–
–
–
–
–
–
–
–
59
53
Professor Moira Livingston
51
45
–
–
–
–
–
–
–
–
51
45
Jamie Cumming
51
42
–
–
–
–
–
–
–
–
51
42
Total
1,436
1,371
280
101
989
928
0
0
150
126
2,855
2,527
Notes to the table:
– Christopher Dickinson was appointed Group Chief Financial Officer on 13 January 2020. Remuneration details for Christopher Dickinson represent only those amounts
in relation to his services as a Director on the Board.
Benefits
Benefits include car allowance (or company vehicle), vehicle expenses, healthcare insurance and relocation assistance. Relocation assistance
with a value of £144,000 was provided to Haroon Sheikh in the year, to assist with his move to the Middle East, and included visa and
immigration support, flights, housing and education fees.
Pension arrangements
Executive Directors are offered a contribution of 15% of salary into a pension plan.
£473
£973
£1,473
£1,773
£554
£1,117
£1,679
£2,017
100%
32%
50%
20%
30%
27%
41%
27%
33%
27%
40%
27%
22%
34%
17%
22%
34%
17%
49%
100%
31%
20%
£353
£728
£1,103
£1,328
£135
£244
£353
£400
100%
100%
32%
38%
27%
34%
48%
21%
27%
41%
22%
34%
17%
26%
31%
19%
27%
35%
31%
23%
12%
55%
96
97
CareTech Holdings PLC / Annual Report and Accounts 2021
GOVERNANCE
ANNUAL REPORT ON REMUNERATIONS CONTINUED
Annual bonus
Annual bonus awards were made in respect of the year ended 30 September 2021. Christopher Dickinson and Mike Adams OBE were eligible
for a maximum bonus opportunity of 66.6% and 50% of salary respectively. Farouq Sheikh OBE and Haroon Sheikh were eligible for a maximum
bonus opportunity of 100% of salary. For the avoidance of doubt, Non-Executive Directors are not eligible to participate in any annual bonuses
or share-based incentives at CareTech.
The awards were structured by reference to performance against three performance measures and targets, all equally weighted. If an individual
target is met, a third of the bonus award is payable. The following table sets out performance measures, weightings, targets and outcomes in
respect of the bonus for the year ended 30 September 2021.
Performance measure
Weighting
Target
Outcome
Group underlying EPS
One third
50.2p (Pre IFRS 16)
50.4p (pre IFRS 16) resulting in one third payable
Group underlying EBITDA
One third
£93.2 (pre IFRS 16)
£93.3m (Pre IFRS 16) resulting in one third payable
Quality
One third
See below
22.2% payable
Total
88.8% of the maximum bonus opportunity available is payable
In March 2020, Regulatory inspections were suspended due to the pandemic and only resumed part way during the year. The Remuneration
Committee therefore measured the Quality performance hurdle based on three measures: vacant registered managers, Leadership and
Management during COVID-19 (infection prevention and control) and Regulatory compliance. The Remuneration Committee used its
discretion and determined that two out of these three measures had been met.
Long-Term Incentive Plan (’LTIP’)
2020 LTIP
In December 2020, the Remuneration Committee made awards to the Executive Directors (and other senior management) under the LTIP.
Awards of 150% of salary were awarded to the Group Executive Chairman, Group Chief Executive Officer and Group Chief Financial Officer
and 75% for the Executive Director and are subject to an EPS measured over a three-year period beginning at the date of the grant. 50% of the
award will be subject to a one-year holding period and 50% will be subject to a two-year holding period. The performance conditions are set
out below:
Underlying Basic EPS final year target
Vesting of element (% of maximum)
Less than 48.60p
0%
48.60p
20%
57.05p
100%
Between 50.71p and 57.05p
Between 20% and 100% on a straight-line basis
The awards to the Executive Directors were made on 20 December 2020 based on a share price of 487p:
Group Executive Chairman
123,203 shares
Group CEO
138,604 shares
Group Chief Financial Officer
92,402 shares
Executive Director
19,251 shares
Malus and clawback provisions apply to the award for criteria such as any material misstatement of the financial statements, a serious breach
of the Company's code of ethics.
Details of share options made in previous years are set out in the share options section below.
2021 LTIP
In line with the remuneration policy, the Group Executive Chairman, Group Chief Executive Officer and Group Chief Financial Officer will be
granted awards of 150% of salary and the Executive Director will be granted an award of 75% of salary under the new Long-Term Incentive Plan
in December 2021. The targets for the 2021 LTIP are disclosed below. The Committee considers the targets to be appropriately stretching taking
into account internal and external forecasts and market conditions.
Underlying Basic EPS final year target
Vesting of element (% of maximum)
<55.05p
0%
55.05p
20%
64.62p
100%
Between 55.05p and 64.62p
Between 20% and 100% on a straight-line basis
If underlying EPS at the end of the performance period is below 55.05p then no awards will vest. Furthermore, the Committee has discretion
to amend the vesting outcome where it considers that it is not a fair and accurate reflection of business performance.
ExSOP and Sharesave options
On 29 March 2017, the Group’s ExSOP was created. Farouq Sheikh OBE and Haroon Sheikh each own 320,000 Ordinary Shares (total 640,000
Ordinary Shares) of 0.5p respectively under the Group’s Executive Shared Ownership Plan 2017 (see note 25) and 400,000 Ordinary Shares
(total 800,000 Ordinary Shares) of 0.5p respectively under the Group’s Executive Shared Ownership Plan 2019.
On 15 September 2020, the Group granted options in aggregate over 480,678 Ordinary Shares pursuant to the CareTech Holdings plc Sharesave
Scheme 2020. This is a three-year contract with a start date of 1 November 2020, with options exercisable at a price of 355 pence per share
between 1 November 2023 and 30 April 2024. Within the options described above, there were 5,070 options each granted to Farouq Sheikh OBE,
Haroon Sheikh and Christopher Dickinson under the Sharesave Scheme.
Christopher Dickinson has an interest in 155,250 Ordinary Shares in CareTech pursuant to the Executive Shared Ownership Plan, details of
which were announced on 8 November 2019.
None of the options above are subject to clawback arrangements
No other Director has any share options in the Group.
Non-Executive Director Fees
The following sets out the current fee policy for Non-Executive Directors:
– base fee of £52,500; and
– additional fee of £7,500 for the role of Senior Independent Director.
Directors’ interests
The Directors who held office at the end of the financial year had the following interests in the Ordinary Share capital of the Company according
to the register of Directors’ interests:
30 September 2021
Number of Ordinary
0.5p Shares
30 September 2020
Number of Ordinary
0.5p Shares
Westminster Holdings Limited(1)
9,297,864
10,047,864
Cosaraf Pension Fund(2)
230,000
230,000
Sheikh Holdings Group(3)
2,642,145
2,579,145
Farouq Sheikh OBE
–
–
Haroon Sheikh
–
–
Karl Monaghan
41,795
41,795
Jamie Cumming
2,500
2,500
Mike Adams OBE
2,145
2,145
Christopher Dickinson
–
–
Directors’ Remuneration Report continued
Notes to the table:
(1) Westminster Holdings Limited is a company owned by a trust, the beneficiaries
of which include Farouq Sheikh OBE and Haroon Sheikh.
(2) Cosaraf Pension Fund is a self-administered scheme established for the benefit
of Farouq Sheikh OBE and Haroon Sheikh.
(3) Grosvenor UK Limited is beneficially interested in these shares via a Contract for
Difference (’CFD’) which was effected at a price of 350p per share. Grosvenor
UK Limited is a wholly owned subsidiary of Sheikh Holdings Group Investments
Limited, which is wholly owned by Haroon and Farouq Sheikh OBE and their
immediate family.
98
99
CareTech Holdings PLC / Annual Report and Accounts 2021
GOVERNANCE
Additional disclosures relating to CEO pay
The following section sets out a number of additional disclosures relating to CEO pay, typically provided by FTSE-listed companies in their
remuneration reports:
– Percentage change in CEO remuneration.
– Historic CEO pay.
Percentage change in the Board’s remuneration
The following table compares the percentage change in the CEO’s salary, benefits and annual bonus to the average percentage change in salary,
benefits and bonus for all employees from the year ending 30 September 2020 to the year ending 30 September 2021.
Change in remuneration
Salary
Benefits
Annual
bonus
Chief Executive Officer
0%
267%
(3)%
Average pay of all employees
3.3%
15%
228%
Historic CEO pay
The following table sets out historic CEO pay over the past ten years. The single figure of total remuneration is provided, as well as the annual
bonus expressed as a percentage of the maximum for the year.
Year ending 30 September
Chief Executive
Single figure of total
remuneration
£000
Annual
bonus
as a % of
maximum
LTIP as
a % of
maximum
2021
Haroon Sheikh
1,116
89%
n/a
2020
Haroon Sheikh
971
91%
n/a
2019
Haroon Sheikh
920
100%
n/a
2018
Haroon Sheikh
794
62%
n/a
2017
Haroon Sheikh
430
64%
n/a
2016
Haroon Sheikh
375
76%
n/a
2015
Haroon Sheikh
304
96%
n/a
2014
Haroon Sheikh
298
69%
n/a
2013
Haroon Sheikh
247
0%
n/a
2012
Haroon Sheikh
259
0%
n/a
Notes to the table:
Single figure of total remuneration is as disclosed in previous Annual Reports, being the total figure in the
relevant table plus any pension amounts disclosed in the same table.
Directors’ Remuneration Report continued
ANNUAL REPORT ON REMUNERATIONS CONTINUED
The Directors are responsible for preparing the Annual Report and the financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that
law the Directors have to prepare the financial statements in accordance with international accounting
standards in conformity with the requirements of the Companies Act 2006 (’IFRSs’). Under company law
the Directors must not approve the financial statements unless they are satisfied that they give a true and
fair view of the state of affairs and profit or loss of the Company and Group for that period. In preparing
these financial statements, the Directors are required to:
– select suitable accounting policies and then apply them consistently;
– make judgements and accounting estimates that are reasonable and prudent;
– state whether applicable IFRSs have been followed, subject to any material departures disclosed and
explained in the financial statements.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors confirm that:
– so far as each Director is aware, there is no relevant audit information of which the Company’s auditor
is unaware; and
– the Directors have taken all the steps that they ought to have taken as Directors in order to make
themselves aware of any relevant audit information and to establish that the auditor is aware of that
information.
The Directors are responsible for preparing the Annual Report in accordance with applicable law and
regulations. Having taken advice from the Audit Committee, the Directors consider the Annual Report and
Financial Statements, taken as a whole is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s performance, business model and strategy.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions.
By order of the Board
Jamie Cumming
Chairman of the Remuneration Committee
6 December 2021
Statement of Director's Responsibilities
100
101
CareTech Holdings PLC / Annual Report and Accounts 2021
Independent Auditor’s Report
to the members of CareTech Holdings PLC
Opinion
Our opinion on the financial statements is unmodified
We have audited the financial statements of CareTech Holdings PLC (‘the Parent Company’) and its subsidiaries (‘the Group’) for the year
ended 30 September 2021, which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income,
the Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the
Company Balance Sheet, the Company Statement of Changes in Equity and Notes to the Financial Statements, including a summary of
significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group financial statements
is applicable law and international accounting standards in conformity with the requirements of the Companies Act 2006. The financial
reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and United
Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ 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’s affairs as at 30 September 2021
and of the Group’s profit for the year then ended;
– the Group financial statements have been properly prepared in accordance with international accounting standards in conformity with
the requirements of the Companies Act 2006;
– the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
– the financial statements 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 and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, 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
We are responsible for concluding on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the
Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our
conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Group
or the Parent Company to cease to continue as a going concern.
Our evaluation of the Directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt the going concern basis of
accounting included, but was not restricted to:
– obtaining and reviewing management’s assessment of going concern and challenging the assumptions used in the cash flow forecasts,
which have been approved by the Board;
– obtaining management’s base case scenario for the period to 31 December 2022, together with supporting evidence for all key trading,
working capital and cash flow assumptions;
– challenging the key assumptions in the forecasts and the scope of scenario planning undertaken. Assumptions challenged include growth
rates in the underlying forecasts, operating cash conversation rate, progressive dividend policy, capital expenditure and the capital structure
of the Group;
– obtaining an understanding of the financing arrangements in place and management’s assessment of their adequacy and plans to manage
these arrangements. Corroborating the arrangements by testing covenants compliance for these facilities;
– obtaining management’s downside scenarios, which reflect management’s assessment of uncertainties. The assumptions regarding the
forecast period and reduced trading levels were evaluated for plausibility; and
– reviewing the policies and disclosures in respect of going concern given in the financial statements for appropriateness.
In our evaluation of the Directors’ conclusions, we considered the inherent risks associated with the Group’s and the parent company’s
business model including effects arising from macro-economic uncertainties such as Brexit and Covid-19, we assessed and challenged the
reasonableness of estimates made by the Directors and the related disclosures and analysed how those risks might affect the Group’s and the
Parent Company’s financial resources or ability to continue operations over the going concern period.
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.
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.
In relation to the Group’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt
the going concern basis of accounting.
The responsibilities of the Directors with respect to going concern are described in the ‘Responsibilities of Directors for the financial statements’
section of this report.
102
103
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Independent Auditor’s Report
to the members of CareTech Holdings PLC continued
Our approach to the audit
Overview of our audit approach
Overall materiality:
Group: £2.7m, which represents 5% of the Group’s normalised profit before tax, being profit before tax
after adjustment for specific non-routine items, at the planning stage of the audit.
Parent Company: £1.7m, which represents 2% of the Parent Company’s total assets, capped at its
component materiality.
Key audit matters were identified as:
– Occurrence of revenue and existence of deferred income (same as prior year);
– Valuation of goodwill of the Adult CGU (change in scope from the prior year: the prior year key audit
matter was the valuation of goodwill and customer relationships across all the CGUs, whereas in the
current year, the significant risk was in respect of the goodwill for the Adult CGU only); and
– Accuracy of acquisition accounting (change in scope from the prior year: the prior year key audit
matter also included an assessment of identification of control of the acquisitions, which was not
determined to be a significant risk this year and therefore not part of the key audit matter).
Our auditor’s report for the year ended 30 September 2020 included three key audit matters that have not
been reported as key audit matters in our current year’s report, together with two key audit matters that
have changed in scope:
– Measurement of lease assets and liabilities was a key audit matter in the previous year due to the
transition to the new financial reporting standard IFRS 16 ‘Leases’;
– Valuation of non-current ‘sleep-in’ provisions is not a key audit matter this year as there has been
a judgement from the court which has settled the matter and therefore there is no uncertainty;
– Going concern is not a key audit matter in the current year as the Group has not been adversely
affected by COVID-19 and has strong cash flows;
– Valuation of goodwill and customer relationships has changed in scope from the prior year as only
valuation of the goodwill allocated to the Adult CGU is considered to be a significant risk this year,
as the headroom for the Adult CGU was determined to be sensitive to changes in key assumptions;
and
– Assessment of identification of control and accuracy of acquisition accounting is a change in
the scope of the ‘Accuracy of acquisition accounting’ key audit matter for the current year as the
assessment of identification of control is not considered to be a significant risk this year as there
is no significant judgement around control of the businesses acquired.
– The Parent Company was identified as a significant component this year (‘Parent’) in line with
the prior year assessment. The subsidiaries of the Parent Company, CareTech Holdings PLC,
and Cambian Group Limited, which were identified as separate significant components in the
previous year, have been aggregated into a single significant component this year (‘CareTech’).
We performed full-scope audit procedures using component materiality on the financial
information of both of these components and all the entities included therein.
– By the Bridge Holdings Limited and its subsidiaries (‘By the Bridge’) has been identified as a
significant component, similar to last year. The Group engagement team performed specific
procedures on the financial information of By the Bridge using Group materiality to address
risks identified at the Group level.
– Smartbox Holdings Limited and its subsidiaries (‘Smartbox’) were acquired in the current year.
Smartbox was identified as a significant component and the Group engagement team performed
specific procedures on its financial information using Group materiality to address risks identified
at the Group level.
– AS Investment Holdings Limited and AS1 Investment Holdings Limited and their respective
subsidiaries in the United Arab Emirates (the ‘AS Group’ or ‘UAE’) has been identified as a
significant component this year. The Group engagement team engaged component auditors
to perform specific procedures on the financial information of UAE using Group materiality
to address risks identified at the Group level.
– Other non-significant components of the Group were subject to a combination of specified
audit procedures and analytical procedures using Group materiality.
Key audit matters
Key audit matters are those matters that, in our professional judgement,
were of most significance in our audit of the financial statements of the
current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those that had the greatest effect on: the overall audit strategy;
the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
In the graph below, we have presented the key audit matters, significant
risks and other risks relevant to the audit.
Description
KAM
Disclosures
Audit response
Our results
High
Potential
financial
statement
impact
Extent of management judgement
Low
Low
High
Occurence of
revenue and existence
of deferred income
Accuracy of
acquisition
accounting
Impairment
of goodwill
of Adult CGU
Intangibles
Deferred
revenues
Share-based
payments
Tangible
assets
Segment
analysis
Management
override
Key audit matter
Significant risk
Other risk
Materiality
Scoping
Key audit matters
104
105
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Key Audit Matter – Group
How our scope addressed the matter – Group
Occurrence of revenue and existence of deferred income
We identified occurrence of revenue and existence of deferred income
as one of the most significant assessed risks of material misstatement
due to fraud.
Under ISA (UK) 240 ‘The Auditor’s Responsibilities Relating to Fraud in
an Audit of Financial Statements’, there is a rebuttable presumption that
there are risks of fraud in revenue recognition.
We have identified fraud risk relating to service users discharged for
Adult/Supported services and Children revenue streams for the current
year. We have identified the revenue associated with users who have
been discharged in the year as susceptible to fraud risk because this is
predominantly a manual process which requires adjustments to revenue
billed, when notification of discharge of a service user is received.
We have focused the significant risk of occurrence in the Adult/
Supported services and Children revenue streams on revenue relating
to service users discharged in the year. Due to the nature of the risk
identified, this also results in a significant risk in respect of the existence
of year-end deferred income balances.
Fostering revenues, additional labour recharge revenues and revenues
in the UAE are considered to have a significant risk of occurrence.
In responding to the key audit matter, we performed the following audit
procedures:
considering the Group’s revenue recognition accounting policies to check
these were in compliance with International Financial Reporting Standard
(‘IFRS’) 15 ‘Revenue from Contracts with Customers’ and consistently
applied across the Group;
performing walkthroughs to understand the key controls over material
revenue streams and identify changes, if any, from prior year;
evaluating and testing the design and operating effectiveness of key
controls over the admission, discharges and fee movement during the
year for the material revenue streams;
performing substantive testing on fostering and other smaller revenue
streams in the significant components and on revenue in those smaller
components, where we did not place reliance upon the operating
effectiveness of controls;
agreeing a sample of revenue transactions to subsequent cash receipt and
evidence of right to revenue recognition, to ensure that the service has
been provided and accordingly the performance obligation is satisfied;
testing a sample of credit notes during the year and post year end
to ensure they are recorded in the appropriate period; and
testing the deferred income recognised at the end of the year and
agreeing to supporting evidence, on a sample basis.
Relevant disclosures in the Annual Report and Accounts 2021
– Financial statements: Note 2(m), Revenue; and Note 4, Segmental
Information.
Our results
Our audit testing did not identify any material misstatements in relation
to the occurrence of revenue and existence of deferred income.
Valuation of goodwill of Adult CGU
We identified valuation of goodwill of the Adult CGU as one of the
most significant assessed risks of material misstatement due to error.
The Group has goodwill, allocated to the Adult CGU, with a carrying
value of £27.3m (2020: £27.9m), which have arisen as a result of
acquisitions.
Under IAS 36 ‘Impairment of Assets’, management is required to test
the goodwill annually for impairment. Given the current economic
climate, we believe impairment indicators also exist in relation to the
other intangible assets.
Significant judgements in the determination of recoverable amount
of an asset/CGU include the determination of the CGUs, the forecast
growth rates and the applicable discount rates. IAS 36 requires that
assets are not carried at more than their recoverable amount.
In responding to the key audit matter, we performed the following audit
procedures:
– evaluating the Group’s accounting policy for consistency with IAS
36 and considering whether the accounting policy has been applied
accurately and consistently across the Group;
– testing the arithmetical accuracy and integrity of the models
and underlying data used by management in their impairment
assessment by checking the consistency of formulae used and
agreeing the underlying forecasts to approved budgets;
– challenging management’s identification of CGUs within the
business for reasonableness;
– using our in-house valuation specialists as an auditor’s expert to
assess (in respect of value-in-use assessments) the reasonableness
of the discount rates and growth rates applied to cash flows;
– challenging management’s model in respect of unallocated costs
and unallocated capital expenditure;
– sensitivity analysis of key assumptions around working capital,
allocation of central costs, growth rates and discount rates; and
– challenging management’s assumptions concerning forecast cash
flows, based on historical trends and any changes in customer
preferences and regulations.
Key Audit Matter – Group
How our scope addressed the matter – Group
Relevant disclosures in the Annual Report and Accounts 2021
– Financial statements: Note 2(i), Impairment (excluding deferred
tax assets); Note 15, Intangibles.
Our results
Our audit testing did not identify any material misstatements in
relation to the valuation of goodwill of Adult CGU. The assessment
of potential impairment is highly sensitive to reasonable changes in
the key assumptions and inputs. We have satisfied ourselves that the
disclosures made are reasonable and consistent with the assessment
performed.
Accuracy of acquisition accounting
We identified accuracy of acquisition accounting as one of the most
significant assessed risks of material misstatement due to error.
The Group acquired controlling interests in the Smartbox and
Huntercombe businesses.
There is significant judgement exercised in acquisition accounting under
IFRS 3 ‘Business Combinations’, which presents a risk that a material
error could occur in the accounting for this business combination, as
well as judgements inherent in the fair value adjustments to recognise
intangibles and the resulting impact on the goodwill amount.
In responding to the key audit matter, we performed the following
audit procedures:
– assessing whether the Group’s accounting policy and disclosures
relating to acquisition accounting is in compliance with IFRS 3 and
consistently applied;
– inspecting documentation including the articles and memorandum
of association and share purchase agreements to check that the
Group controls the entities acquired and that the date of control was
accurately recorded and reflective of when such control was achieved;
– evaluating the calculations and management’s judgements on the
fair value of assets and liabilities acquired, including any identified
intangibles arising on the acquisitions, in line with IFRS 3;
– engaging internal experts to assist with our audit of significant inputs
to the fair valuation of assets identified as part of the acquisition;
– performing procedures over the source data used by the experts
in their valuation to ensure the underlying forecasts and related
assumptions were reasonable; and
– inspecting evidence to support the accuracy of the value of assets
and liabilities on acquisition date.
Relevant disclosures in the Annual Report and Accounts 2021
– Financial statements: Note 2(r) and Note 5, Business combinations.
Our results
Our audit testing did not identify any material misstatements in relation
to the accounting for acquisitions.
We did not identify any key audit matters relating to the audit of the financial statements of the Parent Company.
Our application of materiality
We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified misstatements
on the audit and of uncorrected misstatements, if any, on the financial statements and in forming the opinion in the auditor’s report.
Materiality was determined as follows:
Materiality measure
Group
Parent Company
Materiality for financial statements
as a whole
We define materiality as the magnitude of misstatement in the financial statements that,
individually or in the aggregate, could reasonably be expected to influence the economic
decisions of the users of these financial statements. We use materiality in determining the
nature, timing and extent of our audit work.
Materiality threshold
£2.7m, which is 5% of the Group’s normalised
profit before tax, at the planning stage of the
audit. Normalised profit before tax is after
adjusting profit before tax for specific non-
routine items, including acquisition costs,
integration costs, redundancy and site
closure costs, and COVID-19 related costs.
£1.7m, which is 2% of the Parent Company’s
total assets, capped at its component
materiality, which is based on a percentage
of Group materiality.
Independent Auditor’s Report
to the members of CareTech Holdings PLC continued
106
107
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Materiality measure
Group
Parent Company
Significant judgements made by auditor
in determining materiality
In determining materiality, we made the
following significant judgements:
– Normalised profit before tax is considered
the most appropriate benchmark for the
Group because in our view, it is most
reflective of the performance of the
business.
Materiality for the current year is higher than
the level that we determined for the year
ended 30 September 2020 to reflect the
increase in the Group’s normalised profit
before tax this year.
In determining materiality, we made the
following significant judgements:
– Total assets is considered the most
appropriate benchmark for the Parent
Company because the Parent Company’s
principal activity is that of a holding
company that does not trade.
Materiality for the current year is higher than
the level that we determined for the year
ended 30 September 2020 to reflect the
increase in the Parent Company’s total assets
and the capping, noted above, at a higher
percentage of Group materiality, which was
also higher this year.
Performance materiality used to drive the
extent of our testing
We set performance materiality at an amount less than materiality for the financial statements as
a whole to reduce to an appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds materiality for the financial statements as a whole.
Performance materiality threshold
£1.9m, which is 70% of financial statement
materiality.
£1.2m, which is 70% of financial statement
materiality.
Significant judgements made by auditor in
determining performance materiality
In determining performance materiality, we
made the following significant judgements:
– The number and magnitude of
unadjusted misstatements made to the
Group’s financial statements in prior
years; and
– The nature and impact of significant
control deficiencies identified in
prior years.
In determining performance materiality, we
made the following significant judgements:
– The number and magnitude of
unadjusted misstatements made to the
Parent Company’s financial statements
in prior years; and
– The nature and impact of significant
control deficiencies identified in prior
years.
Specific materiality
We determine specific materiality for one or more particular classes of transactions, account
balances or disclosures for which misstatements of lesser amounts than materiality for the
financial statements as a whole could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial statements.
Specific materiality
We determined a lower level of specific materiality for the following areas:
– Directors’ remuneration; and
– related-party transactions.
Communication of misstatements to the
Audit Committee
We determine a threshold for reporting unadjusted differences to the Audit Committee.
Threshold for communication
£135,700 and misstatements below that
threshold that, in our view, warrant reporting
on qualitative grounds.
£86,200 and misstatements below that
threshold that, in our view, warrant reporting
on qualitative grounds.
FSM: Financial statements materiality (*Parent Company financial statement materiality was capped at its component materiality), PM: Performance materiality,
TFPUM: Tolerance for potential uncorrected misstatements.
An overview of the scope of our audit
We performed a risk-based audit that requires an understanding of the Group’s and the Parent Company’s business, its environment and risk
profile and in particular matters related to:
Understanding the Group, its components, and their environments, including Group-wide controls
– The engagement team obtained an understanding of the Group and its environment, including Group-wide controls, and assessed the risks
of material misstatement at the Group level;
– Evaluating the design and implementation of controls over the financial reporting systems identified as part of our risk assessment. With
respect to payroll and operating expenses, we evaluated the design of controls and their implementation in addition to performing substantive
procedures. With respect to revenue recognition we evaluated the design and implementation of controls and tested their operating
effectiveness in addition to performing substantive procedures; and
– Inspecting the processes management follow to prepare and report results. Management prepare and report on the results on a Group basis
rather than on a company basis. The subsidiaries in the Group are all controlled by the Parent Company. The Parent Company provides a
guarantee for all of the subsidiaries’ liabilities, apart from those stated in note 30 of the financial statements.
Identifying significant components and type of work performed on the identified components
– Evaluation by the Group audit team of identified components to assess the significance of that component and to determine the planned
audit response based on a measure of materiality, considering the relative size of each component as a percentage of total Group assets,
liabilities, revenue and earnings before interest, tax, depreciation and amortisation (‘EBITDA’). If any of these benchmarks were individually
more than 15% of the Group total, then that component was classified as ‘individually financially significant to the Group’ and an audit of the
financial information of the component using component materiality (full-scope audit) was performed;
– Those components where the benchmark threshold was below 15% of the Group total but was considered to contain Group significant risks
were classified as significant components on which specific procedures to address Group risks were performed using Group materiality;
Independent Auditor’s Report
to the members of CareTech Holdings PLC continued
Overall materiality – Group
The graph below illustrates how performance materiality interacts with our overall materiality and the tolerance for potential uncorrected
misstatements.
Normalised profit before tax – £54.2m
Total assets – £579.7m
PM £1.9m (70%)
PM £1.2m (70%)
TFPUM £0.8m (30%)
TFPUM £0.5m (30%)
FSM – £2.7m (5%)
FSM* – £1.7m (2%)
Overall materiality – Parent Company
108
109
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
An overview of the scope of our audit continued
Identifying significant components and type of work performed on the identified components continued
– The Parent and CareTech components were each categorised as significant components for which we performed full scope audit procedures
using component materiality on all entities included in the respective components;
– By the Bridge, UAE (or the ‘AS Group’) and Smartbox components were each classified as significant components because they are likely to
contain Group significant risks. For UAE, we engaged component auditors to perform specific procedures on the financial information of
those entities, addressing the risks identified at the Group level using Group materiality. The Group engagement team performed specific
procedures on the financial information for the By the Bridge and Smartbox components to address risks identified at the Group level using
Group materiality; and
– For other smaller non-significant components, we performed a combination of specified audit procedures and analytical procedures using
Group materiality.
Performance of our audit
– The audit was conducted partly remotely due to COVID-19 restrictions and social distancing requirements and partly at the Group’s head
office. The work performed was supported through the use of software collaboration platforms for the secure and timely delivery of
requested audit evidence. The audit team held weekly pre-scheduled conference calls throughout the audit fieldwork and visited the
head office frequently once restrictions were lifted in August 2021.
Audit approach
No. of
components
% coverage
Total assets
% coverage
Revenue
% coverage PBT
Full-scope audit
2
90
85
82
Specific-scope audit
3
–
11
15
Specified audit procedures
1
–
1
3
Analytical procedures
1
–
–
–
Total
7
90
97
100
Communications with component auditors
– Communications with the UAE component auditor included sending our component auditor instructions to them detailing the areas required
to be covered and the procedures to be performed;
– As UAE was a significant component, we identified that specific procedures would be performed on significant balances and transactions.
Accordingly, we identified such balances and specified the nature, timing and extent of procedures which are required to be performed on
the identified areas. The work to be performed included obtaining an understanding of the design of controls and the processes followed
and then identifying items for testing; and
– As a result of COVID-19, we were unable to undertake our component auditor fieldwork visits, therefore, we increased the frequency of our
communications with the UAE component auditor to monitor progress. The audit team held periodic pre-scheduled video conference calls
throughout the audit fieldwork to monitor progress and we also used video conferencing tools and audit software platform to review the
component auditor documentation.
Changes in approach from previous period
– The acquisition of controlling interests in Smartbox and Huntercombe during the year caused a change in scope of the audit. We assessed the
accounting treatment for the acquisition and certain assets acquired as part of the acquisition as significant risks of misstatement. Smartbox
and Huntercombe were collectively identified as significant components as they are likely to contain Group significant risks. Therefore, they
were subject to specified procedures to address specific risks using Group materiality; and
– The CareTech and Cambian components were individually identified as significant components in the previous year. However, in the current
year, the Group engagement team has identified these as a single aggregated component to better reflect the business operations and the
way they are managed and controlled;
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report and
Accounts, 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.
Our opinion on other matters prescribed by the Companies Act 2006 is unmodified
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
– the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
Matter on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit,
we have not identified material misstatements in the Strategic Report or the Directors’ Report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which 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.
Corporate Governance Report
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Report
relating to the Group’s voluntary compliance with the provisions of the UK Corporate Governance Code.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Report is materially consistent with the financial statements and our knowledge obtained during the audit:
– the Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties
identified set out on page 119;
– the Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers and why the period is
appropriate set out on page 119;
– the Directors’ statement on whether they have a reasonable expectation that the Group will be able to continue in operation and meet its
liabilities set out on page 119;
Independent Auditor’s Report
to the members of CareTech Holdings PLC continued
110
111
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Corporate Governance Report continued
– the Directors’ statement on fair, balanced and understandable set out on page 101;
– the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 89;
– the section of the Annual Report that describes the review of the effectiveness of risk management and internal control systems set out
on page 83; and
– the section describing the work of the Audit Committee set out on page 77.
Responsibilities of Directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities, 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.
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 auditor’s report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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. 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 ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
– We enquired of management, the finance team and the Board of Directors about the Group’s and the Parent Company’s policies and
procedures relating to the identification, evaluation and compliance with laws and regulations and the detection and response to the risks
of fraud and the establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and regulations;
– We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and the Parent Company. We
determined that the most significant laws and regulations are those related to financial reporting and taxation, being international accounting
standards in conformity with the requirements of the Companies Act 2006 (for ‘the Group’), Financial Reporting Standard 101 ‘Reduced
Disclosure Framework’ (for the Parent Company), the Companies Act 2006, the Listing Rules, the UK Corporate Governance Code and
the application of local sales and use taxes and overseas permanent establishments;
– We enquired of management and the Board of Directors whether they were aware of any instances of non-compliance with laws and
regulations and whether they had any knowledge of actual, suspected or alleged fraud;
– We assessed the susceptibility of the Group’s and the Parent Company’s financial statements to material misstatement, including how
fraud might occur and the risk of management override of controls. Audit procedures performed by the engagement team included;
– Enquiring of management, the finance team and the Board of Directors about the risks of fraud at the Group and the Parent Company
and the controls implemented to address those risks. Assessing the design and implementation of controls relevant to the audit that
management has in place to prevent and detect fraud, including updating our understanding of the internal controls over journal entries,
including those related to the posting of entries used to record non-recurring, unusual transactions or other non-routine adjustments;
– Making specific inquiries of each member of the finance team to ascertain whether they had been subject to undue pressure or had
been asked to make any unusual postings or modifications to reports used in financial reporting;
– Identifying and testing journal entries, with selection based on risk profiling;
– Running specific keyword searches (including to related parties and of those previously connected to related entities) over the journal entry
population to identify descriptions that could indicate fraudulent activity or management override of controls. In addition, journal entries
by user were evaluated to identify types of entries posted that were not in line with expectations of their role. Unusual entries noted from
these searches were agreed to supporting documentation to verify the validity of the posting;
– Planning specific procedures responding to the risk of fraudulent recognition of revenue as detailed within the Key Audit Matters section,
above;
– Assessing the disclosures within the Annual Report, including principal and emerging risks; and
– Challenging assumptions and judgements made by management in its significant accounting estimates.
– In assessing the potential risks of material misstatement, we obtained an understanding of the Group’s and the Parent Company’s operations,
including the nature of income sources and of their objectives and strategies in order to understand the classes of transactions, account
balances, expected financial statement disclosures and business risks that may result in risks of material misstatement;
– These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of
not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities
that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate
concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from
events and transactions reflected in the financial statements, the less likely we would become aware of it;
– The engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the engagement team
included consideration of the engagement team’s understanding of, and practical experience with, audit engagements of a similar nature
and complexity, through appropriate training and participation; and
– Requesting component auditors to identify any instances of non-compliance with applicable laws and regulations which could give rise to a
material misstatement. Communications with the component auditor included specific procedures to be performed to address the fraud risk
in revenue recognition and management override of controls around journal testing, including the procedures detailed above.
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.
Rebecca Eagle
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
6 December 2021
Independent Auditor’s Report
to the members of CareTech Holdings PLC continued
112
113
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Consolidated Income Statement
for the year ended 30 September 2021
Consolidated Statement of Comprehensive Income
for the year ended 30 September 2021
Note
2021
2020
Underlying
£000
Non-
underlying
£000
Total
£000
Underlying
£000
Non-
underlying
£000
Total
£000
Revenue
4
489,119
–
489,119
429,966
–
429,966
Cost of sales
(323,410)
–
(323,410)
(282,029)
–
(282,029)
Gross profit
165,709
–
165,709
147,937
–
147,937
Other income
6
–
2,692
2,692
–
2,550
2,550
Administrative expenses
(85,216)
(3,681)
(88,897)
(74,356)
(22,769)
(97,125)
Operating profit
80,493
(989)
79,504
73,581
(20,219)
53,362
EBITDA
100,485
2,692
103,177
90,932
2,550
93,482
Depreciation
13,14
(19,519)
–
(19,519)
(17,021)
–
(17,021)
Amortisation of intangible assets
6,15
–
(10,273)
(10,273)
–
(10,186)
(10,186)
Acquisition expenses
6
–
(759)
(759)
–
(545)
(545)
Other non-underlying items
6
–
(5,964)
(5,964)
–
(4,497)
(4,497)
Sleep-in provision
6
–
11,777
11,777
–
–
–
Gain on bargain purchase
6
–
5,758
5,758
–
–
–
COVID-19 costs
6
–
(4,220)
(4,220)
–
(3,422)
(3,422)
Share-based payments’ charge
(473)
–
(473)
(330)
(4,119)
(4,449)
Operating profit
80,493
(989)
79,504
73,581
(20,219)
53,362
Finance expenses
6,9
(12,158)
(1,112)
(13,270)
(13,928)
(1,611)
(15,539)
Profit before tax
68,335
(2,101)
66,234
59,653
(21,830)
37,823
Taxation
6,10
(11,889)
(19,017)
(30,906)
(11,325)
553
(10,772)
Profit for the year
56,446
(21,118)
35,328
48,328
(21,277)
27,051
Non-controlling interest
(3,420)
–
(3,420)
(1,933)
–
(1,933)
Profit for the year attributable to
equity shareholders of the Parent
53,026
(21,118)
31,908
46,395
(21,277)
25,118
Earnings per share
Basic
11,12
28.80p
22.88p
Diluted
11,12
27.48p
22.03p
Note
2021
2020
Underlying
£000
Non-
underlying
£000
Total
£000
Underlying
£000
Non-
underlying
£000
Total
£000
Profit for the year
56,446
(21,118)
35,328
48,328
(21,277)
27,051
Item that may be subsequently reclassified to the
income statement:
Exchange movements on overseas net assets
(424)
–
(424)
53
–
53
Items that will not be reclassified to income statement:
Exchange movements on overseas net assets of
non-controlling interests
(320)
–
(320)
45
–
45
Other comprehensive income for the year
(744)
–
(744)
98
–
98
Total comprehensive income for the year
55,702
(21,118)
34,584
48,426
(21,277)
27,149
Non-controlling interest
(3,100)
–
(3,100)
(1,978)
–
(1,978)
Profit for the year attributable to owners of the Parent
52,602
(21,118)
31,484
46,448
(21,277)
25,171
114
115
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Consolidated Statement of Financial Position
as at 30 September 2021
Consolidated Statement of Changes in Equity
as at 30 September 2021
Note
2021
£000
2020
£000
Non-current assets
Property, plant and equipment
13
619,482
604,096
Right-of-use assets
14
123,231
87,790
Intangible assets
15
87,032
83,084
Goodwill
15
86,866
84,604
916,611
859,574
Current assets
Inventories
16
3,468
1,937
Trade and other receivables
17
71,606
51,055
Cash and cash equivalents
18
65,560
54,273
140,634
107,265
Total assets
1,057,245
966,839
Current liabilities
Trade and other payables
21
70,011
55,017
Lease liabilities
14
5,500
6,208
Contingent consideration payable
5
3,616
1,569
Deferred income
19
36,132
30,309
Corporation tax
17,753
14,757
133,012
107,860
Non-current liabilities
Loans and borrowings
20
319,654
318,955
Lease liabilities
14
118,781
82,480
Deferred tax liabilities
22
93,927
69,844
Provisions
23
5,540
21,286
Derivative financial instruments
24
5,414
2,198
543,316
494,763
Total liabilities
676,328
602,623
Net assets
380,917
364,216
Equity
Share capital
26
566
565
Share premium
27
133,551
133,079
Shares held by Executive Shared Ownership Plan
27
(12,837)
(13,305)
Merger reserve
27
125,842
125,842
Foreign currency translation reserve
27
(371)
53
Retained earnings
27
121,619
107,120
Total equity attributable to equity shareholders of the Parent
368,370
353,354
Non-controlling interest
27
12,547
10,862
Total equity
380,917
364,216
These financial statements were approved by the Board of Directors and authorised for issue on 6 December 2021 and were
signed on its behalf by:
Farouq Sheikh OBE
Christopher Dickinson
Group Executive Chairman
Group Chief Financial Officer
Company number: 04457287
Share
capital
£000
Share
premium
£000
Shares held
by Executive
Shared
Ownership
Plan
£000
Retained
earnings
£000
Merger
reserve
£000
Foreign
currency
translation
reserve
£000
Total
attributable
to owners of
the Parent
£000
Non-
controlling
interest
£000
Total equity
£000
At 1 October 2019
545
121,304
(3,537)
90,559
125,536
–
334,407
957
335,364
Profit for the year
–
–
–
25,118
–
–
25,118
1,933
27,051
Other comprehensive income
–
–
–
–
–
53
53
45
98
Total comprehensive income
–
–
–
25,118
–
53
25,171
1,978
27,149
Issue of ordinary shares net
of transaction costs
18
10,043
(9,997)
–
–
–
64
–
64
Redemption of share options
–
–
229
–
–
–
229
–
229
Acquisition
2
1,732
–
–
306
–
2,040
7,927
9,967
Equity-settled share-based
payments’ charge
–
–
–
4,449
–
–
4,449
–
4,449
Dividends
–
–
–
(13,006)
–
–
(13,006)
–
(13,006)
Transactions with owners
recorded directly in equity
20
11,775
(9,768)
16,561
306
53
18,947
9,905
28,852
At 30 September 2020
565
133,079
(13,305)
107,120
125,842
53
353,354
10,862
364,216
Profit for the year
–
–
–
31,908
–
–
31,908
3,420
35,328
Other comprehensive income
–
–
–
–
–
(424)
(424)
(320)
(744)
Total comprehensive income
–
–
–
31,908
–
(424)
31,484
3,100
34,584
Issue of ordinary shares
net of transaction costs
1
472
–
–
–
–
473
–
473
Redemption of share options
–
–
468
–
–
–
468
–
468
Acquisitions (Note 5a)
–
–
–
–
–
–
–
1,450
1,450
Equity-settled share-based
payments’ charge
–
–
–
1,373
–
–
1,373
–
1,373
Dividends
–
–
–
(14,431)
–
–
(14,431)
(2,865)
(17,296)
Recognition of liabilities with
non-controlling interest (Note 24)
–
–
–
(4,351)
–
–
(4,351)
–
(4,351)
Transactions with owners
recorded directly in equity
1
472
468
14,499
–
(424)
15,016
1,685
16,701
At 30 September 2021
566
133,551
(12,837)
121,619
125,842
(371)
368,370
12,547
380,917
116
117
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Consolidated Statement of Cash Flows
for the year ended 30 September 2021
Notes to the Financial Statements
Note
2021
£000
2020
£000
Cash flows from operating activities
Profit before tax
66,234
37,823
Adjustments for:
Financial expenses
9
13,270
15,539
Depreciation
13,14
19,519
17,021
Amortisation of intangible assets
15
10,273
10,186
Sleep-in provision
6
(11,777)
–
Gain on bargain purchase
6
(5,758)
–
Share-based payments’ charge
8,25
1,373
4,449
Other non-cash items
6
587
–
Operating cash flows before movement in working capital
93,721
85,018
Increase in inventory
(651)
(46)
(Increase)/decrease in trade and other receivables
(15,953)
5,565
Increase/(decrease) in trade and other payables
12,715
(2,227)
Cash inflows from operating activities
89,832
88,310
Tax paid
(6,038)
(3,899)
Net cash from operating activities
83,794
84,411
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
1,299
1,536
Business combinations net of cash acquired
5
(5,447)
(2,000)
Acquisition of property, plant and equipment
13
(28,993)
(23,842)
Acquisition of software
15
(2,938)
(2,840)
Payment of contingent consideration
(1,503)
(739)
Net cash used in investing activities
(37,582)
(27,885)
Cash flows from financing activities
Proceeds from issue of shares net of transaction costs
26
941
294
Proceeds from shareholder loans
5
–
1,808
Interest paid
(10,599)
(10,737)
Cash outflow arising from non-underlying finance expenses
(1,756)
(1,053)
Loan arrangement fees
(438)
–
Principal payment of lease liabilities
(5,777)
(8,797)
Dividends paid to non-controlling interest
(2,865)
–
Dividends paid
28
(14,431)
(13,006)
Net cash used in from financing activities
(34,925)
(31,491)
Net increase in cash and cash equivalents
11,287
25,035
Cash and cash equivalents at 1 October
18
54,273
29,238
Cash and cash equivalents at 30 September
18
65,560
54,273
1. Background and basis of preparation
CareTech Holdings PLC (the ‘Group’ or ‘Company’) is a company registered and domiciled in England and Wales. The consolidated financial
statements of the Company for the year ended 30 September 2021 comprise the Company and its subsidiaries (together referred to as the
‘Group’). The consolidated financial statements are presented in pounds sterling, which is the Company’s functional currency, rounded to the
nearest thousand. The Parent Company financial statements on pages 165 to 172 present information about the Company as a separate entity
and not about its Group.
The consolidated financial statements were approved for release by the Board of Directors on 6 December 2021.
Going concern
The Group’s business activities together with the factors likely to affect its future development, performance and position are set out in the
Group Executive Chairman’s Statement and Group Chief Executive’s Statement and Performance Review on pages 14 to 17 and pages 20 to
25. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Group Financial Review on
pages 72 to 75. The Directors have assessed the viability of the Group in the Longer-term Viability Statement set out on page 75. In addition,
note 29 to the financial statements includes the Group’s objectives, policies and processes for managing its capital, its financial risk management
objectives, details of its financial instruments and hedging activities and its exposures to credit risk, interest rate risk and liquidity risk. As
highlighted in that note, the Group meets its day-to-day working capital requirements through cash flow from profits which together with
existing bank facilities are sufficient to fund present commitments. Term facilities are utilised to fund capital expenditure and short-term
flexibility is achieved by the utilisation of cash resources in respect of financial liabilities, which are shown in the table in note 29 and indicates
their contractual cash flow maturities.
The Group is financed by bank loan facilities that mature in August 2023. The Directors have considered the Group’s forecasts and projections,
and the risks associated with their delivery, and are satisfied that the Group will be able to operate within the covenants imposed by bank loan
facilities for at least 12 months from the date of approval of the consolidated financial information. In relation to available cash resources, the
Directors have had regard to both cash at bank and a £25m committed undrawn revolving credit facility.
The Directors have prepared a cash flow forecast taking into account all expected cash flows for 12 months from the date of signing these
financial statements. After making due enquiries, the Directors have a reasonable expectation that the Group has adequate resources to
continue on operational existence for the foreseeable future.
Accordingly, the Directors continue to adopt the going concern basis of accounting for the Group and Parent Company in preparing the
consolidated financial statements.
2. Accounting policies
(a) Applicable accounting standards
The Group financial statements have been prepared and approved by the Directors in accordance with international accounting standards
in conformity with the requirements of the Companies Act 2006.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these Group
financial statements.
118
119
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
2. Accounting policies continued
New and amended standards and interpretations effective in the year
Issued IFRS not yet effective
At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards have
been published by the IASB but are not yet effective and these have not been applied early by the Group. Management anticipates that the
following pronouncements relevant to the Group’s operation will be adopted in the Group’s accounting policies for the first period beginning
after the effective date of the pronouncement, once adopted by the EU:
Title
Subject
Effective date per standard
Amendment to IFRS 16 ‘Leases’ COVID-19 – Related Rent
Concessions beyond 30 June 2021
COVID-19 – Related Rent Concessions
1 April 2021 per IASB
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
Interest Rate Benchmark Reform – Phase 2
1 January 2021 per IASB
IFRS 17
Insurance Contracts
1 January 2023 per IASB
Amendments to IFRS 10 and IAS 28 (Sept 2014)
Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture
Postponed
The Directors expect that the adoption of the standards listed above will not have a material impact on the financial information of the Group
in future reporting periods.
(b) Measurement convention
The financial statements are prepared on the historical cost basis except that derivative financial instruments are stated at their fair value and
contingent consideration is stated at fair value through profit or loss.
(c) Basis of consolidation
The Group financial statements consolidate those of the Parent Company and all of its subsidiaries as of 30 September 2021. All subsidiaries
have a reporting date of 30 September, except for AS Investment Holdings Ltd, AS1 Investment Holdings Ltd, AS2 Investments Holdings Ltd, and
their respective operating entities in the United Arab Emirates (UAE) (the ‘AS Group’), which has a year end of 31 December as this their statutory
reporting date. All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses
on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying
asset is also tested for impairment from a Group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted
where necessary to ensure consistency with the accounting policies adopted by the Group. Subsidiaries are only consolidated where control
exists. Control is determined to exist when the Group has power over the investee, exposure, or rights, to variable returns from its involvement
with the investee and the ability to use its power over the investee to affect the amount of the investor’s returns.
(d) Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost
of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use and
capitalised borrowing costs. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that
equipment.
The cost of replacing an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future
economic benefits embodied within the component will flow to the Group, and its cost can be measured reliably. The carrying amount of the
replaced component is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in the profit or
loss as incurred.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property,
plant and equipment and depreciated separately.
2. Accounting policies continued
Depreciation is charged to the consolidated income statement over the estimated useful lives of each part of an item of property, plant and
equipment. Land is not depreciated. The Directors reassess the residual value estimates, particularly in respect of properties, on an annual basis.
The estimated useful lives are as follows:
– freehold buildings
2% straight-line to residual value;
– long leasehold property
over the life of the lease;
– short leasehold property
over the life of the lease;
– fixtures, fittings and equipment
15% straight-line; and
– motor vehicles
25% reducing balance.
(e) Intangible assets and goodwill
All business combinations are accounted for by applying the acquisition method as described in note 2(r). Goodwill represents the excess of
the fair value of the consideration over the fair value of the assets, liabilities and contingent liabilities acquired on acquisition of subsidiaries.
Identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but
is tested annually for impairment.
Negative goodwill (bargain purchase credit) arising on an acquisition is recognised immediately in the consolidated income statement.
Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Included within software are development costs in relation to software which are capitalised when the related projects meet the recognition
criteria of an internally generated intangible asset, the key criteria being as follows:
(a) technical feasibility of completing the intangible asset so that it will be available for use or sale;
(b) it can be demonstrated that the asset will generate probable future economic benefits;
(c) adequate technical, financial and other resources are available to complete the development;
(d) the expenditure attributable to the intangible asset can be reliably measured; and
(e) management has the ability and intention to use or sell the asset.
These projects are designed to enhance the existing software within the Group. Salaries associated with development time and directly
attributable overheads are capitalised within intangible assets.
Development costs recognised as assets are amortised on a straight-line basis over their expected useful life. Development expenditure is only
amortised over the period the Group is expected to benefit and is subject to annual impairment testing.
The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate
being accounted for on a prospective basis.
Amortisation is charged to the consolidated income statement on a straight-line basis over the estimated useful lives of intangible assets unless
such lives are indefinite. The estimated useful lives are as follows:
– customer relationships
1–20 years; and
– software and licences
5 years.
120
121
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
2. Accounting policies continued
(f) Inventories
Inventories are valued at the lower of cost and net realisable value. The cost of inventories is based on a first-in first-out cost basis.
(g) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from inception.
(h) Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in
accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial liabilities
are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair
value through profit or loss. Subsequent measurement of financial assets and financial liabilities are described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and
all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and subsequent measurement of financial assets
For the purpose of subsequent measurement, financial assets are classified into the following categories upon initial recognition:
– Financial assets at amortised cost.
– Financial assets/liabilities held at fair value through profit or loss (‘FVTPL’).
FVTPL assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this
category are determined by reference to active market transactions or using a valuation technique where no active market exists.
All income and expenses relating to financial assets that are recognised in the consolidated income statement are presented within finance costs
or finance income, except for impairment of trade receivables which is presented within other administrative expenses.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
– they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and
– the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect
of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this category of financial
instruments.
2. Accounting policies continued
Financial assets at FVTPL
Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair value
through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal
and interest are accounted for at FVTPL. All derivative financial instruments fall into this category.
Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this
category are determined by reference to active market transactions or using a valuation technique where no active market exists.
Classification and subsequent measurement of financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables and derivative financial instruments. Financial liabilities are measured
subsequently at amortised cost using the effective interest method, except for financial liabilities held for trading or designated at FVTPL, that are
carried subsequently at fair value with gains or losses recognised in the consolidated income statement. All derivative financial instruments that
are not designated and effective as hedging instruments are accounted for at FVTPL.
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in consolidated income statement are
included within finance costs or finance income.
From time to time, the long-term debt held by the Group are either refinanced as these come to maturity, or the margin on these facilities moves
in line with the ratio of the Group’s net debt to adjusted EBITDA. In either scenario, the Group reviews whether the debt is accounted for as a
modification or an extinguishment of the liability. A substantial modification should be accounted for as an extinguishment of the existing liability
and the recognition of a new liability. A non-substantial modification should be accounted for as an adjustment to the existing liability. Both the
quantitative and qualitative aspects of the modification are taken into account to ascertain whether the modification is substantial and these can
include the change in covenants, repayment dates and the effective interest rate. If modification accounting is adopted, the carrying value of the
existing liability is adjusted for fees paid or costs incurred and the effective interest rate is amended at the modification date. If extinguishment
accounting is adopted, the existing liability is de-recognised and the new or modified liability is recognised at its fair value, the gain or loss
equal to the difference between the carrying value of the old liability and the fair value of the new one is recognised, any incremental costs or
fees incurred and any consideration paid or received is recognised in profit or loss and a new effective interest rate for the modified liability is
calculated and used in future periods.
Derivative financial instruments
From time to time, the Group enters into derivative financial instruments, such as interest rate swaps, to manage its exposure to interest rate risk.
Derivatives are initially recognised at fair value at the date a derivative is entered into and are subsequently remeasured to their fair value at
each balance sheet date. A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value
is recognised as a financial liability. The resulting gain or loss is recognised in the consolidated income statement immediately. A derivative is
presented as a non-current asset or non-current liability if the Group has an unconditional right to defer payment beyond 12 months.
Otherwise derivatives are presented as current assets or liabilities.
Trade receivables and contract assets
The Group applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all trade
receivables and contract assets.
Trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due in order to measure
expected credit losses. Contract assets related to unbilled work in progress have substantially the same risk characteristics as trade receivables
for the same type of contracts. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable
approximation of the loss rates for contract assets.
122
123
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
2. Accounting policies continued
Trade receivables and contract assets continued
The expected loss rates are based on the payment profiles of sales over a period of 48 months and before 30 September 2020 and 30
September 2021 respectively as well as the correspondingly historical credit losses during that period. The historical rates are adjusted to reflect
current and forward-looking macroeconomic factors affecting the customer’s ability to settle the amount outstanding. Expected credit losses
are calculated in accordance with the simplified approach permitted by IFRS 9, using a provision matrix applying lifetime historical credit loss
experience to the trade receivables. The expected credit loss rate varies depending on whether, and the extent to which, settlement of the trade
receivables is overdue and it is also adjusted as appropriate to reflect current economic conditions and estimates of future conditions. For the
purpose of determining credit loss rates, customers are classified into groupings that have similar loss patterns. The key driver of the loss rate is
the type of customer. The vast majority of the Group’s customers are state-owned entities such as local authorities. As such, credit loss is not
expected to increase significantly since initial recognition.
(i) Impairment (excluding deferred tax assets)
The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment.
If any such indication exists, the asset’s recoverable amount is estimated.
For goodwill and assets that have an indefinite useful life, the recoverable amount is estimated at each balance sheet date. For goodwill and
assets which are not amortised or depreciated, the recoverable amount is estimated at each balance sheet date.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.
Impairment losses are recognised in the consolidated income statement.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to
cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. A cash-generating unit is the
smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups
of assets.
Calculation of recoverable amount
The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is
determined for the cash-generating unit to which the asset belongs. This includes right-of-use assets, which cannot be operated independently.
Reversals of impairment
An impairment loss is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the
impairment loss was recognised.
Any impairment loss in respect of goodwill is not reversed.
In respect of other assets, an impairment loss is reversed when there is an indication that the impairment loss may no longer exist or there has
been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment
loss had been recognised.
2. Accounting policies continued
(j) Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less directly attributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost with any difference between proceeds (net of transaction costs) and the redemption
value being recognised in the consolidated income statement over the period of the borrowings on an effective interest basis.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months
after the reporting date.
Interest on qualifying assets is capitalised in accordance with IAS 23 borrowing costs. Refer to note 9.
(k) Employee benefits
Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense in the consolidated income statement
as incurred.
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A provision
is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or
constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
Share-based payment transactions
The grant date fair value of options granted to employees is recognised as an employee expense, with a corresponding increase in equity, over
the period in which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using an
option valuation model (Black-Scholes valuation model), taking into account the terms and conditions upon which the options were granted.
The amount recognised on exercise as an expense is adjusted to take into account an estimate of the number of shares that are expected to vest
as well as to reflect the actual number of share options that vest, except where forfeiture is due only to share prices not achieving the threshold
for vesting. Options lapsed are expunged from the relevant scheme.
Employee Benefit Trust
The assets and liabilities of the Employee Benefit Trust (‘EBT’) have been included in the consolidated financial statements. Any assets held by the
EBT cease to be recognised on the consolidated balance sheet when the assets vest unconditionally in identified beneficiaries.
The costs of purchasing own shares held by the EBT are shown as a deduction against equity. The proceeds from the sale of own shares held
increased equity. Neither the purchase nor sale of own shares leads to a gain or loss being recognised in the consolidated income statement.
(l) Provisions
A provision, other than provisions for deferred taxation, is recognised in the balance sheet where a reliable estimate can be made when the
Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be
required to settle the obligation. If the effect is material, provisions are determined by discounting the expected, risk adjusted, and future cash
flows at a pre-tax risk-free rate.
124
125
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
2. Accounting policies continued
(m) Revenue
IFRS 15 provides a single, principles-based approach to the recognition of revenue from all contracts with customers. It focuses on the
identification of performance obligations in a contract and requires revenue to be recognised either at a point in time or over time, when
(or as) the Group satisfies performance obligations by transferring the promised goods or services to its customers.
Revenue arises mainly from the provision of care and educational services to vulnerable adults and children, fostering and the sale of hardware
and software.
Income which has been invoiced but irrecoverable is treated as a bad debt expense. Revenue invoiced in advance is included in deferred revenue
until the service is provided. Revenue is recognised net of VAT and credit notes.
Care services
Revenue from the sale of care services provided to vulnerable adults and children is recognised as the services are provided. Care services
are consumed as soon as they are provided and performance obligations are satisfied when services are rendered to the client. There are no
significant financing components and invoice payment terms are typically 30 days.
Our contracts provide that the Group is entitled to consideration based on the amount of care services delivered (for example number of days’
worth of care delivered in the period) and an agreed rate. On this basis, the Group have applied the practical expedient set out in IFRS 15 para
121. There are no significant judgements used in the recognition of revenue.
Revenue in respect of the provision of care services is measured as the fair value of fee income received or receivable in respect of the services
provided and is recognised in respect of the care that has been provided in the relevant period. Any additional services provided by the Group
are recognised as the services are provided.
Educational services
Revenue in respect of educational services is recognised when the young person is in school, over the academic year, as this is when the service
user is receiving the educational services.
Consideration is determined by the contractually agreed amount for each placement with payment for each term typically received in advance.
Fostering services
For Foster Care, the Group is acting as a principal as contracts are between the Group and local authorities and separately between the Group
and foster carers with a number of performance conditions attached to each.
Foster Care revenue is recognised on the basis of the daily placements made with a full day’s revenue recognised for every night a placement
is with a foster carer at an agreed rate.
Hardware and software
Revenue from the sale of hardware and software for a fixed fee is recognised when or as the Group transfers control of the assets to the
customer. Invoices for goods or services transferred are due upon receipt by the customer, payment terms are typically 30 days. Control
transfers at the point in time the customer takes undisputed delivery of the goods.
The Group provides a one- or two-year manufacturer’s warranty (extended by our suppliers) on hardware products. Communication devices
manufactured by Smartbox are sold with a Smart Care extended warranty. Under the terms of the warranty customers can return the product
for repair or replacement if it fails to perform in accordance with published specifications. These warranties are accounted for under IAS 37.
The Group sells monthly software subscriptions and perpetual licences. For stand-alone sales of software that are neither customised by the
Group nor subject to significant integration services, control transfers at the point in time the customer takes undisputed delivery of the goods.
For sales of software that are neither customised by the Group nor subject to significant integration services, the licence period commences
upon delivery.
2. Accounting policies continued
Contract assets and liabilities/accrued and deferred income
The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts
as deferred income in the balance sheet (see note 19). An example of this is where the Group will invoice in advance for education services.
This is held in deferred income until the service has been provided.
Similarly the Group recognises a contract asset when a contract has been agreed with a customer and a service user has been admitted to our
facilities but no sales invoice has been issued. This is disclosed as accrued income.
The Group will estimate the accrued income using the agreed contractual rate and the number of days where the service user was receiving
care from the Group.
Revenue disaggregation
The majority of the Group’s customers are state-owned entities such as local authorities. The Group’s operations are substantially within the
UK. As such the Group has determined that because its revenue is earned in one geographical location to one specific type of customer, it is
appropriate to report the revenue recognised from contracts with customers in the same operating segments as are used for segmental analysis
(see note 4).
(n) Non-underlying items
The Group has applied an income statement format which seeks to highlight significant items within Group results for the year. Such items may
include significant restructuring and onerous lease provisions, fair value movements in contingent consideration, profit or loss on disposal or
termination of operations, litigation costs and settlement of share-based payments, profit or loss on disposal of investments and impairment
of assets. The Group exercises judgement in assessing the particular items which, by virtue of their scale and nature should be disclosed in the
income statement and related notes as non-underlying items. The Group believes that such a presentation is useful for the users of the financial
statements in helping to provide a balanced view of, and relevant information on, the Group’s financial performance. Details are included in
note 6.
(o) Expenses
Financing costs
Financing costs, comprising interest payable on bank loans and overdrafts, finance charges on finance leases, the unwinding of the discount on
provisions and the costs incurred in connection with the arrangement of borrowings are recognised in the consolidated income statement using
the effective interest method.
Interest payable is recognised in the consolidated income statement as it accrues, using the effective interest method. Financing costs that are
directly attributable to the acquisition or construction of a qualifying asset are capitalised as part of the cost of that asset.
Financing costs also include losses arising on the change in fair value of derivatives that are recognised in the consolidated income statement.
126
127
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
2. Accounting policies continued
(p) Leased assets
The Group as a lessee
For any new contracts entered into on or after 1 October 2019, the Group considers whether a contract is, or contains, a lease. A lease is
defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for
consideration’. To apply this definition the Group assesses whether the contract meets three key evaluations which are:
– Contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time
the asset is made available to the Group.
– Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use,
considering its rights within the defined scope of the contract.
– Group has the right to direct the use of the identified asset throughout the period of use. The Group assesses whether it has the right to direct
‘how and for what purpose’ the asset is used throughout the period of use.
Measurement and recognition of leases as a lessee
At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is
measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of
any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date
(net of any incentives received).
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the
useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such
indicators exist.
At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted
using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable
payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options
reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is re-measured to reflect any
reassessment or modification, or if there are changes in in-substance fixed payments.
When the lease liability is re-measured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use
asset is already reduced to zero.
The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a
right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over
the lease term.
On the statement of financial position, right-of-use assets and lease liabilities have been disclosed separately.
2. Accounting policies continued
(q) Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the consolidated income statement except to the
extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on
the taxable income for the year, using tax rates and laws enacted or substantively enacted at the balance sheet date, and any adjustment to
tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial
recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating
to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and
liabilities, using tax rates and laws enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the
extent that it is probable that future taxable profits will be available against which the asset can be utilised. The carrying amounts of deferred
tax assets are reviewed at each balance sheet date.
(r) Business combinations
The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain
control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests
issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. The calculation
of contingent consideration is based on the provisions included in the sale and purchase agreement of each acquisition and is updated if
circumstances change. Acquisition costs are expensed as incurred. Assets acquired and liabilities assumed are measured at their acquisition-
date fair values. The Group recognises non-controlling interests in an acquired entity either at fair value or at the non-controlling interest’s
proportionate share of the acquired entity’s net identifiable assets. This decision is made on an acquisition-by-acquisition basis. For the non-
controlling interests in the AS Group and Smartbox, the Group elected to recognise the non-controlling interests at its proportionate share of
the acquired net identifiable assets.
(s) Government grants
Government grants are recognised only when there is reasonable assurance that the Group will comply with any conditions attached to the
grant and the grant will be received. The grants are recognised as income over the period necessary to match them with the related costs, for
which they are intended to compensate, on a systematic basis. A grant receivable as compensation for costs already incurred or for immediate
financial support, with no future related costs, is recognised as income in the period in which it is receivable.
3. Accounting estimates and judgements
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions which
affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from
these estimates.
In the process of applying the Group’s accounting policies, the Directors have made the following estimates and judgements which have the
most significant effect on the amounts recognised in the financial statements:
Estimates
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in
which the estimates are revised and in any future periods affected.
128
129
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
3. Accounting estimates and judgements continued
Goodwill
The Group annually tests whether there is any impairment in goodwill, in accordance with the accounting policy outlined in note 2(e).
Determining whether goodwill is impaired requires comparison of the value in use for the relevant CGUs to the net assets attributable to these
CGUs. The value-in-use calculation is based on an estimate of future cash flows expected to arise from the CGUs and these are discounted to
net present value using an appropriate discount rate. In calculating value in use, management judgement is required in forecasting cash flows
of cash-generating units, in determining terminal growth values and in calculating an appropriate discount rate. The goodwill impairment test
is sensitive to these estimates. The Group has performed sensitivity analysis over the value-in-use calculation with respect to the key estimates.
The discount rates applied in these calculations are disclosed in note 15.
Judgements
Capitalised development costs
Capitalisation of development costs within software and licences requires the Directors to make judgements in allocating staff time appropriately
to relevant projects and in assessing the technical feasibility and economic potential of those projects as well as forecasts for the useful
economic life of each asset have been used. The useful economic life of development costs is determined to be five years.
CareTech Charitable Foundation
Judgement is required in determining whether the Group has control of the CareTech Charitable Foundation (the ‘Foundation’). In assessing
control, the Group has assessed whether it is exposed, or has rights, to variable returns from its involvement in the Foundation. Consideration
has been given to the fact the Group cannot directly appoint or remove a Trustee but can remove a member and veto the appointment of a new
member. The membership of the charitable company is restricted to the independent Trustees and relevant activities of the charity governed
by the Board of Trustees. Given the majority of the Trustees are Group employees, an assessment has been made as to whether the Group
employees are able to exercise control and therefore generate variable returns.
The Foundation’s Trustees owe very strict legal duties under the Charity Commission to act as fiduciaries and each Trustee must act independent
of its own interest or indeed anyone else’s save for those of the charity. Based on these legal duties, the Directors have used their judgement that
a Foundation Trustee could not act on behalf of a third party if acting in compliance with their duties and how the law permits and therefore the
Group does not control the Foundation.
Fair value adjustments in business combinations
Judgement is required in determining the fair value adjustments as part of business combinations as detailed in note 5. For the fair value of
intangible assets a third-party specialist has been engaged.
4. Segmental information
IFRS 8 requires operating segments to be determined based on the Group’s internal reporting to the Chief Operating Decision Maker (‘CODM’).
The CODM has been determined to be the Group Chief Executive Officer as he is primarily responsible for the allocation of resources to
segments and the assessment of the performance of each of the segments.
The CODM uses underlying EBITDA as reviewed at monthly Executive Committee meetings as the key measure of the segments’ results as
it reflects the segments’ underlying trading performance for the period under evaluation. Underlying EBITDA is a consistent measure within
the Group.
Inter-segment turnover between the operating segments is not material.
4. Segmental information continued
The Group’s reporting segments have been determined based on the services that are summarised as follows:
– Adults Services – the provision of care and residential services for adults with learning disabilities, individuals recovering from mental health
disorders, adults with autistic spectrum disorder, those with one or more physical impairment and adults with acquired brain injury.
– Children’s Services – the provision of assessment, residential care and education for young people with challenging behaviours, and those
with behavioural and emotional disorders.
– Foster Care – the provision of foster care for both mainstream and specialist foster care in small supportive groups across England and Wales
for children with disabilities.
– Digital Technology – the provision of diagnostic assistive technology to enhance communication and the independence of disabled users.
The Group has aggregated its Middle East operating segment in the Adults Services and Children’s Services reporting segments in accordance
with IFRS 8. The economic indicators assessed are the nature of the services provided, the nature of the production processes, the close
similarity of the class of customers, the distribution methods of the services, and the government regulatory environments in which both the
segments operate within.
The results as at the balance sheet date report segmental information on the Group’s four reporting segments.
The segmental results for the current financial year ending 30 September 2021 and prior year ending 30 September 2020 and the reconciliation
of the segment measures to the respective statutory items included in the consolidated financial information are as follows:
Year ended
30 September
2021
Total
£000
Year ended
30 September
2020
Total
£000
Adults Services
Client capacity
2,104
1,997
Revenue £000
169,664
136,219
Underlying EBITDA before unallocated costs £000
38,360
35,676
Children’s Services
Client capacity
2,000
1,959
Revenue £000
268,559
252,863
Underlying EBITDA before unallocated costs £000
76,165
69,561
Foster Care
Client capacity
875
1,028
Revenue £000
38,160
40,884
Underlying EBITDA before unallocated costs £000
7,718
8,563
Digital Technology
–
–
Revenue
12,932
–
Underlying EBITDA before unallocated costs
2,427
–
Total
Client capacity
4,979
4,984
Revenue £000
489,315
429,966
Underlying EBITDA before unallocated costs £000
124,670
113,800
Total Group revenue
Segmental revenue
489,315
429,966
Less: Intercompany sales and other revenue
(196)
–
Group revenue
489,119
429,966
130
131
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
4. Segmental information continued
Reconciliation of EBITDA to profit after tax:
Year ended
30 September
2021
Total
£000
Year ended
30 September
2020
Total
£000
Underlying EBITDA before unallocated costs
124,670
113,800
Unallocated corporate overheads
(24,185)
(22,868)
Underlying EBITDA
100,485
90,932
Depreciation
(19,519)
(17,021)
Share-based payments’ charge
(473)
(330)
Non-underlying items (Note 6)
(989)
(20,219)
Operating profit
79,504
53,362
Finance expenses
(13,270)
(15,539)
Profit before tax
66,234
37,823
Taxation
(30,906)
(10,772)
Non-controlling interest
(3,420)
(1,933)
Profit after tax
31,908
25,118
Operations of the Group are primarily carried out in the UK, the Company’s country of domicile. The AS Group, registered in the (‘UAE’) has
generated revenue in the UAE of £25.1m (2020: £15.5m). On 5 October 2020 the Group acquired a majority shareholding in Smartbox Assistive
Technology Limited and associated subsidiaries. Revenue by Smartbox has been generated in Europe of £4.5m, North and Central America of
£2.1m, Australasia of £0.6m, and Middle East and Africa of £0.7m. All other revenues arise within the UK.
No asset and liability information is presented above as this information is not allocated to operating segments in the regular reporting to the
Group’s CODM and are not measures used by the CODM to assess performance and to make resource allocation decisions.
5. Business combinations
(a) Acquisition of Smartbox
On the 5 October 2020, the Group acquired a majority holding in Smartbox Assistive Technology Limited and associated subsidiaries, and
Sensory Software International Limited (Collectively ‘Smartbox’) a creator of augmentative and alternative communication (‘AAC’) solutions
(‘the Investment’).
To facilitate the acquisition, the Group has established a new subsidiary, Smartbox Holdings Ltd, which is 70% owned by the Group, with the
remaining minority ownership held by the Smartbox management team. Smartbox Holdings Ltd acquired 100% of Smartbox.
The Group will pay up to £12.0m comprising of an aggregate initial purchase price of £9.1m, funded through cash and loan note from the Group
and cash from the minority holders of Smartbox Holdings Limited. Earn-outs of up to £3.6m payable over a two-year period from completion
based upon the gross profit of Smartbox for the full year ended 30 September 2021. The Group expects this amount to be paid over a two-year
period from the date of completion and has valued the contingent consideration at the fair value on acquisition date. The expected range of the
amount payable is between £0 to £3.6m. The Group’s contribution will be funded from existing cash resources.
Smartbox is a market-leading creator of software and hardware that helps disabled people without speech to have a voice and live more
independently. It makes communication as quick, simple and effective as possible for those service users for whom speech difficulties can be
a challenge. Its solutions include communication aids, environmental control devices, computer control technology and interactive learning.
Smartbox, headquartered in Malvern, UK with offices in Bristol and Pennsylvania US, was acquired by Tobii AB in 2018. Following a full inquiry
from the UK Competition and Markets Authority, Tobii was required to sell Smartbox on competition grounds, providing the Group an
opportunity to secure a majority equity stake in the innovative tech firm.
5. Business combinations continued
The acquisition table is as follows:
Book values
£000s
Fair value
adjustments
£000s
Total
£000s
Intangible assets
–
5,217
5,217
Property plant & equipment
249
–
249
Right-of-use asset
1,111
–
1,111
Trade and other receivables
1,126
–
1,126
Inventory
878
–
878
Cash
2,163
–
2,163
Corporation tax
43
–
43
Deferred tax
(15)
(991)
(1,006)
Trade and other payables
(110)
–
(110)
Lease liability
(1,111)
–
(1,111)
Net assets on acquisition
4,334
4,226
8,560
Consideration paid
12,028
Goodwill
3,468
Consideration paid was:
£000
Cash
9,060
Contingent consideration
2,968
Total consideration
12,028
Reconciliation to the cash flow statement
£000
Cash paid
9,060
Cash contribution by existing owners
(1,450)
Cash acquired
(2,163)
Payments for business combination net of cash acquired
5,447
Costs relating to this acquisition are expensed in the Income Statement in accordance with IFRS3 and are identified in note 6,
non-underlying items.
Judgement is required in determining the fair value adjustments as part of business combinations and for the fair value of intangible assets
a third-party specialist has been engaged. Intangible assets of £5.2m were recognised on acquisition related to digital technology,
£3.4m, customer relationships, £0.9m and trade name, £0.9m. A respective deferred tax liability of £1m was raised.
Goodwill is attributable to the future economic benefits arising from assets which are not capable of being individually identified and separately
recognised, these include value of the assembled workforce within the business acquired. Other intangible assets acquired comprise technology,
customer relationships and the Smartbox trade name.
Goodwill arises as a result of the surplus of consideration over the fair value of the separately identifiable assets acquired.
Smartbox contributed revenue of £12.9m and £4.8m to the Group’s profit after tax for the year between the date of acquisition and the balance
sheet date. Had the acquisition of Smartbox been completed on the first day of the financial year there would have been no material change to
the Group revenues and profit after tax for the year.
132
133
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
5. Business combinations continued
(b) Acquisition of ‘The Huntercombe Group’
On 30 November 2020, the Group completed the transfer of seven services previously operated by The Huntercombe Group. These services
are highly specialised facilities for the treatment and care of adults with complex learning disabilities, autism and mental health diagnoses.
They consist of three hospitals, two care homes with nursing, a number of single accommodation units with residential care registration and
the support of people in their own tenancies in a step-down facility. The capacity of the services today is 142 beds. The transfer was structured
with no capital outlay and is expected to be immediately earnings accretive.
The acquisition table with the fair value of assets and liabilities is as follows:
Fair value
£000s
Intangible assets
6,566
Property plant & equipment
440
Right-of-use asset
30,828
Deferred tax
(1,248)
Lease liability
(29,853)
Dilapidation provision
(975)
Net assets on acquisition
5,758
Consideration paid
–
Gain on bargain purchase
(5,758)
The Huntercombe Group contributed revenue of £20.8m and £0.7m to the Group’s profit after tax for the year between the date of acquisition
and the balance sheet date. The Huntercombe Group revenues for the year would have been higher by £4.4m and Group profit after tax would
have been higher by £0.3m for the current year ended.
Judgement is required in determining the fair value adjustments as part of business combinations and for the fair value of intangible assets
a third-party specialist has been engaged. An intangible asset of £6.6m was recognised on acquisition as a result of acquired customer
relationships and a respective deferred tax liability of £1.3m was raised. A right-of-use asset was recognised for its long-term leases and
a corresponding lease liability and dilapidation provision. The fair value of owned property was £0.4m.
The previous operator was going through difficulties and wanted to dispose the lease liabilities associated with these properties. Accordingly,
CareTech was able to obtain ownership of the existing leases and operations with no capital outlay which resulted in a bargain purchase.
(c) Acquisition after the balance sheet date
Non-adjusting subsequent event
Acquisition of REHAVISTA GMBH (‘REHAVISTA’)
On 29 November 2021, (‘Smartbox’) announced the acquisition of REHAVISTA and its subsidiary company LogBUK. REHAVISTA is Germany’s
largest provider of (‘AAC’) products and services. LogBUK is a subsidiary company to REHAVISTA, providing independent speech and language
therapy to help AAC users achieve the best outcomes through specialist clinical support. Smartbox paid €10m in cash on completion, funded by
the Group’s debt facility and post completion. CareTech will own 83% of Smartbox with the remaining minority ownership held by the Smartbox
management team.
Given the proximity of the announcement to the completion date of the transaction it is not possible to give a preliminary acquisition table at
this time.
6. Non-underlying items
Non-underlying items are those items of financial performance which, in the opinion of the Directors, should be disclosed separately in order
to improve the reader’s understanding of the trading performance of the Group. Non-underlying items comprise the following:
Note
2021
£000
2020
£000
COVID-19 income
(i)
(2,692)
(2,550)
Amortisation of intangible assets
(ii)
10,273
10,186
COVID-19 expenses
(i)
4,220
3,422
Acquisition expenses
(iii)
759
545
Sleep-in provision
(iv)
(11,777)
–
Gain on bargain purchases
(v)
(5,758)
–
Share-based payments’ charge
(vi)
–
4,119
Integration and restructuring costs
(vii)
4,761
3,769
Charitable donations
(viii)
1,203
728
Other non-underlying expenses
5,964
4,497
Total non-underlying expenses included in operating profit
989
20,219
Finance expenses
Fair value movements relating to derivative financial instruments
(ix)
(1,441)
557
Charges relating to derivative financial instruments
(ix)
1,195
591
Put-option interest
(x)
310
–
Interest on contingent consideration
(x)
582
–
Leases imputed interest
466
463
Total non-underlying expenses included in finance expenses
1,112
1,611
Tax on non-underlying items
Current tax
(xi)
(1,116)
(5,988)
Deferred tax
(xii)
20,133
5,435
Included in taxation
19,017
(553)
Total non-underlying items
21,118
21,277
(i)
The Group has incurred additional costs as a result of COVID-19 in relation to higher sickness absence rates, personal protective equipment (‘PPE’) costs, infection
control and higher administration costs. The Group has received additional funding by way of Government grants through local authorities to assist in dealing with this.
The Group has worked closely with all local authorities in establishing a dedicated funding arrangement to support our services which has been collected to offset
the additional costs, as noted above, that the Group has incurred in relation to COVID-19. COVID-19 is unprecedented, and along with the size it meets the Group’s
definition of non-underlying.
(ii) Amortisation relates primarily to acquisition-related intangible assets which are considered unique to a specific acquisition, whereas other development costs
amortisation commences when system is launched. These costs, by their nature, can vary by size and amount each year. As a result, amortisation of intangibles is
added back to assist with the understanding of the underlying trading performance of the business and to allow comparability.
(iii) In accordance with IFRS 3 (as revised) items associated with business combinations have been taken to the income statement as incurred. These items are considered
specific one-off costs that occur for an acquisition that will not continue following completion.
(iv) The Group held a sleep-in provision of £11.8m for the 2020 financial year end. On 24 March 2021, the Supreme Court made a final judgement that social care staff
are not entitled to the national minimum wage for sleep-in shifts and the provision of £11.8m has been written back. The provision was primarily as a result of the
acquisition of the Cambian Group in October 2018. The Directors have determined this should be adjusted from underlying due to its size, nature and incidence.
(v) Gain on bargain purchase arises from assets transferred from The Huntercombe Group, see note 5. An adjustment is made as this is unlikely to recur due to its size,
nature and occurrence to ensure comparability.
134
135
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
6. Non-underlying items continued
(vi) In the prior financial year, to further support the CareTech Foundation, the Group donated one million new Ordinary Company Shares to the Foundation. This donation
will provide the Foundation with additional income and demonstrates the Group’s commitment to wider society, to its staff, and its desire to play a strong leadership
role within the social care sector. In connection with the donation, the CareTech Foundation has entered into a lock-up undertaking not to sell the new shares without
the Company Board’s approval.
(vii) Integration costs of sites transferred from The Huntercombe Group, the Smartbox acquisition, and start-up costs in the Middle East have been incurred to the extent
of £1.0m. Additionally, a reorganisation of the Specialist Services division following transfer of assets from The Huntercombe Group and the costs associated with the
closure of one of its larger hospitals have been incurred of £1.9m. The costs of other homes closed during the year and related restructuring costs amounts to £0.9m.
(viii) These charges represent charitable donations made to the CareTech Foundation, an independent grant-making corporate foundation registered with the Charity
Commission. Funded and founded by the Group, the Foundation has a number of independent Trustees responsible for delivering its Charitable Objects. The Trustees
also include Haroon and Farouq Sheikh OBE and Christopher Dickinson, Directors of the Group. The Group is not obliged to make these donations and this does not
represent its underlying operations and consequently adjusted due to its nature.
(ix) Non-underlying items relating to the derivative financial instruments include the movements during the year in the fair value of the Group’s interest rate swaps which
are not designated as hedging instruments and therefore do not qualify for hedge accounting, together with the quarterly cash settlements and accrual thereof.
(x) Contingent consideration of £3.5m was recognised following the acquisition of Smartbox. This was discounted back to present value and as a result a recognition
of interest on contingent consideration was recognised (note 5a). Additionally a put option was recognised as explained in note 24, at its present value. Interest on
the put option will be recognised as a result. These are both considered costs of the acquisition and consequently adjusted for due to their nature.
(xi) Represents the current tax on items (i), (iii) and (vii) above, see note 10.
(xii) Deferred tax arises in respect of the following:
2021
£000
2020
£000
Derivative financial instruments
611
107
Change in rate (Note 10)
(22,085)
(7,592)
Intangible assets
1,422
1,373
Fixed asset
–
1,925
Prior year adjustments
(81)
(966)
Other adjustments
–
(282)
(20,133)
(5,435)
Derivative financial instruments are explained in note (ix) and intangible assets adjustment arises from the amortisation charge as noted in (ii).
Change in rate is explained in note 10 and relates predominantly to non-underlying items.
7. Auditor’s remuneration
During the year, the Group (including its overseas subsidiaries) obtained the following services from the Company’s auditors and its associates:
2021
£000
2020
£000
Fees payable to the Group’s auditor and its associates for the audit
of the consolidated Parent and Parent Company’s annual accounts
554
397
Fees payable to the Group’s auditor and its associates for the audit
of the accounts of subsidiaries
52
16
Audit related assurance services
30
25
All other non-assurance services
–
11
8. Staff numbers and costs
The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows:
Number of employees
2021
2020
Operational and service delivery staff
10,144
9,074
Maintenance
119
108
Management and administration
787
947
11,050
10,129
The aggregate payroll costs of these persons (including Directors) were as follows:
2021
£000
2020
£000
Wages and salaries
256,443
214,105
Share-based payments’ charge*
1,376
330
Social security costs
21,586
19,473
Other pension costs
5,693
5,250
285,098
239,158
* Share-based payments’ charge includes LTIP and ExSOP share-based payments of £903,000 (2020: £nil) and £473,000 (2020: £330,000) respectively.
9. Finance expenses
2021
£000
2020
£000
Interest expense on financial liabilities at amortised cost:
On bank loans and overdrafts
8,236
11,186
Finance charges in respect of leases
3,922
2,742
Underlying financial expenses
12,158
13,928
Derivative financial instruments (Note 6)
64
1,148
Ground rent lease imputed interest (Note 6)
466
463
Interest on contingent consideration
582
–
Total finance expenses
13,270
15,539
136
137
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
10. Taxation
(a) Recognised in the consolidated income statement
2021
£000
2020
£000
Current tax expense
Current year
(10,697)
(10,494)
Current tax on non-underlying items (Note 6)
1,116
5,988
Prior year adjustments
505
(374)
Total current tax
(9,076)
(4,880)
Deferred tax expense
Current year
(1,273)
(840)
Deferred tax on non-underlying items (Note 6)
(20,133)
(5,434)
Prior year adjustments
(424)
382
Total deferred tax
(21,830)
(5,892)
Total tax in the consolidated income statement
(30,906)
(10,772)
(b) Reconciliation of effective tax rate
2021
£000
2020
£000
Profit before tax for the year
66,234
37,791
Tax using the UK corporation tax rate of 19.0% (2020: 19.0%)
12,584
7,180
Non-deductible expenses including impairment charge
1,624
1,549
Income not taxable
(4,427)
(500)
Other tax adjustments
(1,172)
(1,644)
Change in tax rate
22,085
7,592
Current tax prior year adjustments
(294)
(3,988)
Deferred tax prior year adjustments
506
583
Total tax in the consolidated income statement
30,906
10,772
Sleep-in provisions have been reversed following the Supreme Court ruling in favour of Mencap and a credit of £13.6m has been treated as
non-taxable in accordance with this. The gain on bargain purchase of £5.7m arising on the acquisition of Huntercombe has also been treated
as non-taxable.
Deferred tax assets and liabilities have been measured in line with IAS 12 using the tax rates and laws that have been enacted or substantively
enacted by the reporting date that are expected to apply when the asset is realised or the liability is settled. On 10 June 2021, the Finance Act
2021 received Royal Assent thereby increasing the rate of corporation tax to 25% with effect from 1 April 2023. As a result of this change a non-
underlying tax charge of £22.1m was recognised for the year ended 30 September 2021 in relation to the re-measurement of deferred tax assets
and liabilities (2020: 19%).
11. Earnings per share
2021
£000
2020
£000
Profit attributable to ordinary shareholders
31,908
25,118
Weighted number of shares in issue for basic earnings per share
110,775,312
109,772,214
Effects of share options in issue
5,358,398
4,220,077
Weighted number of shares for diluted earnings per share
116,133,709
113,992,292
Diluted earnings per share is the basic earnings per share adjusted for the dilutive effect of the conversion into fully paid shares of the weighted
average number of share options outstanding during the period.
2021
2020
Earnings per share (pence per share)
Basic
28.80p
22.88p
Diluted
27.48p
22.03p
12. Underlying earnings per share
A measure of underlying earnings and underlying earnings per share has been presented in order to present the earnings of the Group after
adjusting for non-underlying items which are not considered to reflect the underlying trading performance of the Group.
2021
£000
2020
£000
Profit attributable to ordinary shareholders
31,908
25,118
Non-underlying items (Note 6)
21,118
21,277
Underlying profit attributable to ordinary shareholders
53,026
46,395
Underlying earnings per share (pence per share)
Basic
47.87p
42.26p
Diluted
45.66p
40.70p
138
139
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
13. Property, plant and equipment
Land and
buildings
£000
Fixtures, fittings
and equipment
£000
Motor
vehicles
£000
Total
£000
Cost
At 30 September 2019 (before adoption of IFRS 16)
580,052
48,816
13,417
642,285
Reclassified as ROU asset (Note 14)
(15,098)
–
(4,437)
(19,535)
At 1 October 2019 (after adoption of IFRS 16)
564,954
48,816
8,980
622,750
Acquisitions through business combinations
–
399
–
399
Additions
11,529
12,813
1,769
26,111
Disposals
(1,294)
–
(1,307)
(2,601)
At 30 September 2020
575,189
62,028
9,442
646,659
At 1 October 2020
575,189
62,028
9,442
646,659
Acquisitions through business combinations
440
–
–
440
Additions
12,909
16,222
–
29,131
Disposals
(788)
(146)
(2,939)
(3,873)
At 30 September 2021
587,750
78,104
6,503
672,357
Depreciation and impairment
At 1 October 2019
7,993
17,981
6,653
32,627
Depreciation charge for the year
1,183
8,648
1,133
10,964
Disposals
(62)
–
(966)
(1,028)
At 30 September 2020
9,114
26,629
6,820
42,563
At 1 October 2020
9,114
26,629
6,820
42,563
Depreciation charge for the year
1,228
10,095
1,161
12,484
Disposals
(82)
(243)
(1,847)
(2,172)
At 30 September 2021
10,260
36,481
6,134
52,875
Net book value
At 30 September 2020
566,075
35,399
2,622
604,096
At 30 September 2021
577,490
41,623
369
619,482
Included in the result for the year is a profit of £242,000 (2020: £135,000) on the disposal of freehold property, plant and equipment,
and motor vehicles. Included in property, plant and equipment are amounts held under leases of nil (2020: nil).
The market value of land and building held at 30 September 2021 was £930m of which £468m is held as security for borrowings.
14. Leases
Right-of-use assets
Land and
buildings
£000
Motor
vehicles
£000
Equipment
£000
Total
right-of-use
assets
£000
Gross carrying amount
Balance 1 October 2019
82,537
8,030
698
91,265
Additions
2,497
85
–
2,582
Balance at 30 September 2020
85,034
8,115
698
93,847
Balance 1 October 2020
85,034
8,115
698
93,847
Additions
40,079
2,397
–
42,476
Balance at 30 September 2021
125,113
10,512
698
136,323
Depreciation and impairment
Balance 1 October 2019
–
–
–
–
Depreciation
3,686
2,027
344
6,057
Balance at 30 September 2020
3,686
2,027
344
6,057
Balance 1 October 2020
3,686
2,027
344
6,057
Depreciation
4,746
1,948
341
7,035
Balance at 30 September 2021
8,432
3,975
685
13,092
Net book value
Carrying amount 30 September 2020
81,348
6,088
354
87,790
Carrying amount 30 September 2021
116,681
6,537
13
123,231
The right-of-use assets are included in the same line item as where the corresponding underlying assets would be presented if they
were owned.
Lease liability
Lease liabilities are presented in the statement of financial position as follows:
2021
£000
2020
£000
Current
5,500
6,208
Non-current
118,781
82,480
124,281
88,688
The Group has leases for land and buildings, motor vehicles and office equipment. With the exception of short-term leases and leases
of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group classifies
its right-of-use assets in a consistent manner to its property, plant and equipment.
140
141
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
14. Leases continued
Lease liability continued
Each lease generally imposes a restriction that, unless there is a contractual right for the Group to sublet the asset to another party, the right-of-
use asset can only be used by the Group. Leases are either non-cancellable or may only be cancelled by incurring a substantive termination fee.
Some leases contain an option to purchase the underlying leased asset outright at the end of the lease, or to extend the lease for a further term.
The Group is prohibited from selling or pledging the underlying leased assets as security. For leases over land and buildings the Group must keep
those properties in a good state of repair and return the properties in their original condition at the end of the lease. Further, the Group must
insure items of property, plant and equipment and incur maintenance fees on such items in accordance with the lease contracts.
The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 30 September 2021 were as follows:
Within
1 year
1–2
years
2–3
years
3–4
years
4–5
years
After
5 years
Total
30 September 2021
Lease payments
9,565
9,511
7,815
6,767
6,474
392,069
432,201
Finance charges
(4,065)
(3,895)
(3,741)
(3,742)
(3,642)
(288,835)
(307,920)
Net present values
5,500
5,616
4,074
3,025
2,832
103,234
124,281
30 September 2020
Lease payments
9,086
7,600
5,423
4,394
4,103
324,188
354,794
Finance charges
(2,878)
(2,713)
(2,595)
(2,520)
(2,461)
(252,939)
(266,106)
Net present values
6,208
4,887
2,828
1,874
1,642
71,249
88,688
Lease payments not recognised as a liability
The Group has elected not to recognise a lease liability for short-term leases (leases with an expected term of 12 months or less) or for leases
of low-value assets. Payments made under such leases are expensed on a straight-line basis. In addition, certain variable lease payments are
not permitted to be recognised as lease liabilities and are expensed as incurred.
Interest expense on lease liabilities for the year ended 30 September 2021 was £3,510,000 (2020: £2,181,000).
The expense relating to payments not included in the measurement of the lease liability is as follows:
2021
£000
2020
£000
Short-term leases
310
3,783
Leases of low-value assets
11
10
321
3,793
At 30 September 2021 the Group was committed to short-term leases and the total commitment at that date was £517,000 (2020: £3,793,000).
Total cash outflow for leases for the year ended 30 September 2021 was £7,693,000 (2020: £3,793,000).
15. Intangible assets
Goodwill
£000
Software and
licences
£000
Customer
relationships
£000
Technology
£000
Other
£000
Total
£000
Cost
At 1 October 2019
81,484
23,005
110,698
–
–
215,187
Acquisitions through business
combinations
4,703
–
10,433
–
–
15,136
Exchange adjustments
27
60
–
–
87
Additions for the year
418
2,429
–
–
–
2,847
At 30 September 2020
86,632
25,434
121,191
–
–
233,257
At 1 October 2020
86,632
25,434
121,191
–
–
233,257
Acquisitions through business
combinations
3,468
–
7,428
3,393
963
15,251
Exchange adjustments
(194)
–
(430)
–
–
(624)
Additions for the year
–
2,868
–
–
–
2,868
Adjustments*
(1,012)
–
–
–
–
(1,012)
At 30 September 2021
88,894
28,302
128,189
3,393
963
249,740
Amortisation and impairment
At 1 October 2019
2,028
15,663
37,692
–
–
55,383
Amortisation for the year
–
3,044
7,142
–
–
10,186
At 30 September 2020
2,028
18,707
44,834
–
–
65,569
At 1 October 2020
2,028
18,707
44,834
–
–
65,569
Amortisation for the year
–
3,265
6,232
679
97
10,273
At 30 September 2021
2,028
21,972
51,067
679
97
75,842
Net book value
At 30 September 2020
84,604
6,727
76,357
–
–
167,688
At 30 September 2021
86,866
6,330
77,122
2,714
866
173,898
* Adjustments relate to certain investments which historically have been included within goodwill. In the current year these have been reclassified
and ultimately impaired in full.
Amortisation
The amortisation charge is recognised in the following line items in the consolidated income statement:
2021
£000
2020
£000
Administrative expenses
10,273
10,186
142
143
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
15. Intangible assets continued
Impairment testing for cash-generating units containing goodwill
The Group tests goodwill for impairment on an annual basis by considering the recoverable amount of individual cash-generating units (‘CGUs’)
against carrying value.
For the purpose of annual impairment testing, goodwill is allocated into five identifiable CGUs: Adults Services, Children’s Services, Foster Care,
Middle East and Digital Technology. This broadly aligns to the reported operating segments expected to benefit from the synergies of the
business combinations in which the goodwill arises, with exception to Middle East. Whilst Middle East performs Adults Services and Children’s
Services, given its geographical location, it has been identified as a separate CGU. This is the lowest level at which goodwill is monitored for
impairment by management. There are no intangible assets with indefinite useful lives (other than goodwill).
The carrying value of goodwill is split between the following cash-generating units:
2021
£000
2020
£000
Adults Services
27,271
27,944
Children’s Services
44,769
44,769
Foster Care
7,162
7,162
Middle East
4,196
4,729
Digital Technology
3,468
–
86,866
84,604
During the year the Group carried out a review of the recoverable amount of its goodwill throughout the business. The recoverable amount,
which is the higher of fair value less cost to sell and the value in use, has been determined initially based on value-in-use calculations. These
calculations use cash flow projections for operational assets at the balance sheet date based on financial budgets approved by the Board of
Directors for the forthcoming year which are based on assumptions of the business, industry and economic growth. Cash flows beyond this
year are extrapolated using growth rates, which do not exceed the expected long-term economic growth rate of 2.5%, into perpetuity.
The key assumptions for the period over which management approved forecasts are based and, beyond this, for the value-in-use calculations
overall, are those regarding discount rates, growth and occupancy rates, achievement of future revenues and expected changes in direct costs
during the periods. Management estimates discount rates using pre-tax rates that reflect the market assessment of the time value of money as
at each balance sheet date, adjusted for the risks specific to the Group.
In arriving at the values assigned to each key assumption management make reference to past experience and external sources of information
regarding the future – for example changes in tax rates. The key features of these calculations are shown below:
2021
2020
Period over which management approved forecasts are based
1 year
1 year
Five-year growth rate
3.5%
2%
Long-term growth rate
2.5%
2%
Pre-tax discount rate
Adult Services
8.6%
8.4%
Children’s Services
10.0%
9.7%
Foster Care
10.0%
9.6%
Middle East
15.0%
14.7%
Digital Technology
12.5%
–
15. Intangible assets continued
Sensitivities
A sensitivity analysis has been performed on each of the base case assumptions used for assessing the goodwill with other variables held
constant. Consideration of sensitivities to key assumptions can evolve from one financial year to the next. The Directors consider that a
reasonable possible change in assumptions would be a decrease in long-term growth rate of 0.5%, an increase in pre-tax discount rate
of 50 basis points, or a reduction in budgeted cash flows of 5%.
None of these sensitivities would result in an impairment in the existing CGUs, however, the Adult Services CGU is still considered sensitive.
For Adult Services the current headroom is £29.3m. The impact of the above reasonable changes are as follows:
– A decrease in long-term growth rate by 0.5% results in a headroom of £2.9m.
– An increase in pre-tax discount rate of 50 basis points results in a headroom of £2.2m.
– A reduction in budgeted cash flows of 5% results in a headroom of £3.7m.
The Directors have also considered the amount by which the value assigned to each key assumption must change, after incorporating any
consequential effects of that change on the other variables used to measure recoverable amount, in order for the Adult Services CGUs
recoverable amount to be equal to its carrying amount as follows:
– A decrease in long-term growth rate by 0.6%.
– An increase in pre-tax discount rate of 54 basis points.
– A reduction in budgeted cash flows of 5.7%.
The Directors believe that, notwithstanding the sensitivity of Adult Services, there is no requirement for an impairment on the carrying value
of the existing CGUs.
16. Inventories
2021
£000
2020
£000
Consumables
814
100
Raw materials
2,654
1,837
3,468
1,937
In 2021, a total of £10,118,000 (2020: £0) of inventories was included in profit or loss as an expense.
17. Trade and other receivables
2021
£000
2020
£000
Trade receivables (Note 29)
53,823
37,604
Other debtors and prepayments
5,606
5,025
Accrued income (Note 19)
12,177
8,426
71,606
51,055
144
145
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
18. Cash and cash equivalents
2021
£000
2020
£000
Cash at bank and in hand
65,560
54,273
There are no restrictions on cash at bank and in hand.
19. Accrued income and deferred income
Accrued
income
£000
Deferred
income
£000
At 1 October 2020
8,426
(30,309)
Accrued revenue invoiced
(8,426)
–
Revenue recognised in the reporting period
–
30,309
Revenue billed in period but relates to future periods
–
36,132
New accrued revenue
12,177
–
At 30 September 2021
12,177
(36,132)
The Directors consider that the carrying value of accrued income and deferred income approximates to its fair value.
20. Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. For more information
about the Group’s exposure to interest rate risk, see note 29.
2021
£000
2020
£000
Non-current liabilities
Secured bank loans
322,403
317,122
Shareholder loans (Note 5)
1,758
1,833
324,161
318,955
Terms and debt repayment schedule
Currency
Nominal interest rate (%)
Year of maturity
Book value
2021
£000
Book value
2020
£000
Term loan
£
2.04 (2020: 2.25)1
2023
161,202
158,561
Term loan
£
2.04 (2020: 2.50)1
2023
161,201
158,561
Revolving credit facility term loan
£
2.04 (2020: 2.75)1
2023
–
–
322,403
317,122
¹ The margin on the facilities is stated at the current rate and can change between 1.50% and 3.25% based on the ratio of the Group’s net debt to adjusted EBITDA.
The Group entered into new banking facilities in August 2018 to facilitate the acquisition of Cambian and the previous banking facilities were
extinguished. The facility is a term loan of £322m and revolving credit facility of £25m to a group of banks comprising Barclays Bank PLC, HSBC
UK Banks PLC, Santander UK PLC, AIB Group (UK) PLC, Clydesdale Bank PLC, Credit Suisse AG, Lloyds Bank PLC and National Westminster
Bank PLC and is stated net of loan finance costs in accordance in IAS 23. During the course of the year, the Group completed the extension
of the Term Loan A facility of £161.2m which will now mature in August 2023. The margin of the facility and covenants remain unchanged,
reflecting the highly cash-generative nature of the business and deleveraging profile. In addition, both the Group’s loan and interest rate swaps
have migrated to Compounded Daily SONIA as the reference rate. This has resulted as a non-substantial modification and accounted for as an
adjustment to the existing liability and not an extinguishment.
21. Trade and other payables
2021
£000
2020
£000
Trade payables
15,220
15,576
Accrued expenses
54,791
39,441
70,011
55,017
22. Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
2021
2020
Assets
£000
Liabilities
£000
Assets
£000
Liabilities
£000
Property, plant and equipment
–
73,382
–
52,552
Intangible assets
–
15,905
–
11,616
Derivative financial instruments
(1,353)
–
(418)
–
Share-based payments
(1,606)
–
(163)
–
Rolled-over gains on property, plant and equipment
–
8,037
–
6,593
Trading losses carried forward
(88)
–
(27)
–
Short-term timing differences
(350)
–
(309)
–
Tax (assets)/liabilities
(3,397)
97,324
(917)
70,761
Net of tax assets
–
(3,397)
–
(917)
Net deferred tax liabilities
–
93,927
–
69,844
There are no unrecognised deferred tax assets or liabilities.
Movement in deferred tax during the year:
1 October
2020
£000
Recognised in
income
£000
Reclassification
balances
£000
Prior year
adjustment
£000
Change in
tax rate
£000
30 September
2021
£000
Property, plant and equipment
52,552
2,408
15
891
17,516
73,382
Derivative financial instruments
(418)
(611)
–
–
(324)
(1,353)
Intangible assets
11,616
(1,422)
2,237
32
3,442
15,905
Share options
(163)
(1,090)
–
33
(386)
(1,606)
Rolled-over gains on property
6,593
–
–
(485)
1,929
8,037
Trading losses carried forward
(27)
(80)
–
26
(7)
(88)
Short-term timing differences
(309)
35
–
9
(85)
(350)
69,844
(760)
2,252
506
22,085
93,927
146
147
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
22. Deferred tax assets and liabilities continued
Movement in deferred tax during the previous year:
1 October
2019
£000
Recognised
in income
£000
Reclassification
balances
£000
Prior year
adjustment
£000
30 September
2020
£000
Property, plant and equipment
42,213
4,521
5,685
133
52,552
Derivative financial instruments
(278)
(140)
–
–
(418)
Intangible assets
18,270
(5)
(5,685)
(964)
11,616
Share options
(90)
(73)
–
–
(163)
Rolled-over gains on property
3,836
946
–
1,811
6,593
Trading losses carried forward
–
(2)
–
(25)
(27)
Short-term timing differences
–
62
–
(371)
(309)
63,951
5,309
–
584
69,844
23. Provisions
£000
Legal and
other disputes
Dilapidations
Other
Total
At 1 October 2020
16,794
4,292
200
21,286
Provisions raised during the period
–
1,500
–
1,500
Amounts used during the period
(4,198)
(802)
–
(5,000)
Unused amounts reversed
(12,246)
–
–
(12,246)
At 30 September 2021
350
4,990
200
5,540
Provisions principally comprise an amount provided for legal and other disputes and a provision for dilapidations. The Group held a sleep-in
provision of £11.8m for the 2020 financial year end. On 24 March 2021, the Supreme Court made a final judgement that social care staff are
not entitled to the National Minimum Wage for sleep-in shifts and the provision of £11.8m has been written back.
24. Derivative financial instruments
2021
£000
2020
£000
Put option
4,662
–
Interest rate swaps
752
2,198
5,414
2,198
As part of the incorporation of Smartbox Holdings, the Group has granted the non-controlling interests the option to request the Group to
acquire some or all of their shares in Smartbox Holdings Limited. The amount of the liability for this put option, which is held on the gross
redemption basis, is derived from an internal valuation of the Smartbox business, utilising both discounted forecast future cash flow and
multiples-based methodologies. The charge to equity is recognised separately as recognition of liabilities with non-controlling interest. The
liability is subsequently accreted through finance charges, up to the redemption amount that is payable at the date at which the option first
becomes exercisable. In the event that the option expires unexercised, the liability is derecognised with a corresponding adjustment to equity.
25. Employee benefits
Share-based payments
The Group operates five share option schemes: The CareTech Holdings 2017 Sharesave Scheme, the CareTech Holdings 2020 Sharesave
Scheme, the CareTech Holdings 2015 Approved Share Option Scheme, the Executive Shared Ownership Plan and the Long-Term Incentive Plan.
All share options are equity settled.
The Executive Shared Ownership Plan (‘ExSOP’) was formed in March 2017. Under the provisions of the ExSOP, shares (‘the ExSOP shares’) are
jointly owned by nominated senior employees and by an employees’ share trust. The ExSOP awards are subject to a time-related performance
condition measured over a three-year period beginning with the date of the grant. To the extent the performance condition is satisfied, the
participant can benefit from any growth of the share price in excess of the issue price.
The grant of the ExSOP scheme requires specific performance conditions being satisfied. The EPS Target requires the growth in the
Company’s underlying Diluted EPS over the Performance Period to be at least 15% (being an average 5% annual growth rate, calculated without
compounding) during the year.
On 8 November 2019, the Group issued 2,504,475 new ordinary shares of 0.5p in the Company (‘the New Ordinary Shares’) under the Executive
Shared Ownership Plan (‘Share Plan’) to 30 members of the senior and executive management team. An award under the Share Plan enables the
participant to benefit only from the future growth in the value of the New Ordinary Shares above their market value on the award date, in excess
of a ‘carrying cost’ of 3% per annum.
The vesting of the Share Plan requires specific performance conditions being satisfied. As with the previous issuance of the Share Plan, the target
is an EPS Target which requires the growth in the Group’s underlying Diluted EPS over the three-year period beginning on the date of issue of
the awards to be at least 15% (being an average 5% annual growth rate, calculated without compounding). Participants may not normally realise
any such benefit from the Share Plan awards before 8 November 2022.
On 21 December 2020, the Board approved the implementation of a new Long-Term Incentive Plan (‘LTIP’), and the Group granted 803,689
nil-cost options over ordinary shares in the Company to the Company’s Executive Directors and certain other members of the senior
management team.
LTIP awards will normally vest on the third anniversary of the date of grant, subject to the satisfaction of any performance conditions as set out in
the Directors’ Remuneration Report, and the grantee’s continued service. Upon vesting, 50% of the Award shares are subject to a holding period
of four years from the date of grant, with the remaining 50% of the Award shares subject to a holding period of five years from the date of grant.
The options have been valued using the Black-Scholes option pricing model in line with IFRS 2 ‘Share-Based Payments’. The assumptions used
as part of the model include the following:
29 March
2016
8 November
2019
21 December
2020
Expected volatility
25%
25%
N/A*
Expected dividend yield
3.90%
3.5%
0%**
Risk free interest rate
2.39%
1.25%
N/A***
Vesting period
3 years
3 years
3 years
*
Volatility has no impact on the core value of an award with no exercise price or market condition. Volatility over the one- and two-year holding periods are 39.03%
and 30.95% respectively.
** Participants are entitled to receive dividend equivalents on these awards; therefore, the dividend yield does not have an impact on the fair value of these awards
and has been set to zero.
*** Awards with no exercise price or market condition are not affected by risk free rate. Risk free interest rate over the holding periods is zero.
148
149
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
25. Employee benefits continued
Approved and Unapproved scheme options are exercisable at any time from the third anniversary of the date of grant to the tenth anniversary,
other than nominal cost options which may become exercisable at the earliest after a period of 30 dealing days following the third anniversary
of being granted. SAYE scheme options are normally exercisable within six months following the third anniversary of the date of grant. Options
granted under the above schemes, together with those remaining at 30 September 2021 are as follows:
Date of grant
Scheme
Options
remaining as at
30 Sep 2020
Options
granted
30 Sep 2021
Options
lapsed to
30 Sep 2021
Options
exercised to
30 Sep 2021
Options
remaining
as at
30 Sep 2021
Exercise price
of share option
(pence)
30 Sep 2021
Average
exercised price
(pence)
30 Sep 2021
29 Mar 2016
Executive Share Ownership Plan
1,336,600*
–
–
(188,149)
1,148,451*
247.5
538
1 Dec 2017
Sharesave Scheme 2017
220,600*
–
(67,133)
(153,467)
–
308
501
23 Oct 2019
Approved Share Option Plan 2015
857,772**
–
(193,152)
–
664,620**
380
–
5 Nov 2019
Approved Share Option Plan 2015
898,106**
–
–
–
898,106**
380
–
8 Nov 2019
Executive Share Ownership Plan
2,504,475**
–
–
–
2,504,475**
399
–
21 Sep 2020
Sharesave Scheme 2020
480,678**
–
–
–
480,467**
355
–
21 Dec 2020
LTIP 2020
–
803,689
(4,107)
–
799,582**
Nil
–
* All options exercisable at 30 September 2021.
** No options exercisable at 30 September 2021.
The charge for the year was £473,000 (2020: £330,000) which relates to the Executive Share Ownership Scheme, the Sharesave Scheme 2017
and the Approved Share Option Plan 2015, and £902,000 relating to the Long-Term Incentive Plan. The weighted average exercise price of the
remaining options is 315.6p (2020: 398.7p).
The weighted average remaining contractual life of all share options outstanding is 6.4 years (2020: 7.6).
26. Equity
Share capital
2021
£000
2020
£000
Allotted, called up and fully paid:
113,327,459 (2020: 113,173,992) ordinary shares of 0.5p each
566
565
53,402 deferred shares of 0.5p each
–
–
566
565
Share capital represents the nominal (par) value of shares that have been issued. The holders of ordinary shares are entitled to receive dividends
as declared from time to time and are entitled to one vote per share at meetings of the Company. The deferred shares have no such rights.
Movements in the number of issued shares were as follows:
Ordinary shares
of 0.5p each
Deferred shares
of 0.5p each
At 1 October 2019
109,144,369
53,402
Issued during the acquisition of AS Group
431,465
–
Issued to the CareTech Charitable Foundation
1,000,000
–
Issued under Share Schemes
2,598,158
–
At 30 September 2020
113,173,992
53,402
At 1 October 2020
113,173,992
53,402
Issued under Share Schemes
153,467
–
At 30 September 2021
113,327,459
53,402
27. Reserves
(a) Share premium account
During the year, the issue of new shares charged to the share premium account are as follows:
2021
£000
2020
£000
Opening balance 1 October
133,079
121,304
Premium on issue of shares
472
11,775
At 30 September
133,551
133,079
Share premium includes any premiums received on issue of share capital, with the exception of shares issued in consideration in acquisitions.
Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
(b) Merger reserve
The merger reserve represents the premium arising on the ordinary shares issued as consideration for the acquisition of shares in another
company (merger relief) (note 5).
2021
£000
2020
£000
Opening balance 1 October
125,842
125,536
Issue of shares
–
306
At 30 September
125,842
125,842
150
151
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
27. Reserves continued
(c) Shares held by Executive Shared Ownership Plan
Further information relating to the EBT reserve of the Group is detailed in note 25 to the consolidated financial statements of the Group.
(d) Retained earnings
Retained earnings includes all current and prior period retained profits and share-based employee remuneration. Dividend distributions payable
to equity shareholders are included in other liabilities when the dividends have been approved in a General Meeting prior to the reporting date.
(e) Foreign currency translation reserves
A foreign currency translation reserve exists following the acquisition of the AS Group. This consists of exchange differences that arise on the
translation on overseas net assets.
28. Dividends
The aggregate amount of dividends comprises:
2021
£000
2020
£000
Interim dividend paid in respect of prior year but not recognised as liabilities in that year
(4.0p per share, (2020: 3.75p per share))
4,525
4,093
Final dividend paid in respect of the prior year (8.75p per share, (2020: 7.95p per share))
9,906
8,913
Aggregate amount of dividends paid in the financial year (12.75p per share (2020: 11.70p per share))
14,431
13,006
The aggregate amount of dividends proposed and not recognised as liabilities as at the year end is 14.1p per share, £10,482,790 (2020: 12.75p
per share, £14,000,000).
29. Financial instruments
The use of financial instruments is managed under policies and procedures approved by the Board. These are designed to reduce the financial
risks faced by the Group, which primarily relate to credit, interest and liquidity risks, which arise in the normal course of the Group’s business.
Credit risk
Financial instruments which potentially expose the Group to credit risk consist primarily of cash equivalents and trade receivables. Cash
equivalents are deposited only with major financial institutions that satisfy certain credit criteria.
Management has a credit policy in place and exposure to credit risk is monitored on an ongoing basis. Credit evaluations are carried out on all
significant prospective customers and all existing customers requiring credit beyond a certain threshold. Varying approval levels are set on the
extension of credit depending upon the value of the sale.
Where credit risk is deemed to have risen to an unacceptable level, remedial actions including the variation of terms of trade are implemented
under the guidance of senior management until the level of credit risk has been normalised.
29. Financial instruments continued
The Group provides credit to customers in the normal course of business. The amounts presented in balance sheet in relation to the Group’s
trade receivables are presented net of loss allowances. The Group measures loss allowances at an amount equal to the lifetime expected credit
losses (‘ECLs’) using both quantitative and qualitative information and analysis based on the Group’s historical experience and forward-looking
information. During the year there was a debit to the consolidated income statement of £301,000 (2020: £28,000 charge) to decrease the loss
allowance.
At the balance sheet date, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the
carrying amount of each financial asset. Based on past experience, the Group believes that no further impairment allowance is necessary
in respect of trade receivables not past due. The Group considers that the carrying value of trade receivables approximates to its fair value.
The trade receivables as at 30 September are aged as follows:
2021
£000
2020
£000
Not due
27,915
26,304
Not more than three months past due
18,180
10,494
More than three months but not more than six months past due
4,039
805
More than six months but not more than 12 months past due
3,689
–
Trade receivables (Note 17)
53,823
37,604
The movement in provisions for impairment of trade receivables are as follows:
£000
At 1 October 2019
1,689
Credited to the consolidated income statement
(28)
At 30 September 2020
1,661
Charged to the consolidated income statement
301
At 30 September 2021
1,962
Included in the provision for impairment of trade receivables is an expected credit loss of £235,000 (2020: £220,000).
Interest rate risk
The Group finances its operations through called up share capital, retained profits, bank borrowings, and the sale of assets if appropriate. The
Group’s income is by its nature relatively stable and its growth is, inter alia, impacted by inflation. Group policy is to balance interest rate fixes
between the short, medium and long term. The benchmark rate for bank borrowings is LIBOR. The Group has not adopted hedge accounting.
As at 30 September, the Group carried five hedging instruments, details of which are as follows:
– a 3 year swap commencing 16 May 2019 at pre-determined amounts initially starting at £21.6m at SONIA fixed at 1.076%
– a 3 year swap commencing 16 May 2019 at pre-determined amounts initially starting at £21.6m at SONIA fixed at 1.056%
– a 3 year swap commencing 16 May 2019 at pre-determined amounts initially starting at £27.6m at SONIA fixed at 1.076%
– a 3 year swap commencing 16 May 2019 at pre-determined amounts initially starting at £21.6m at SONIA fixed at 1.071%
– a 3 year swap commencing 16 May 2019 at pre-determined amounts initially starting at £27.6m at SONIA fixed at 1.066%
152
153
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
29. Financial instruments continued
Liquidity risk
The Group prepares annual cash flow forecasts reflecting known commitments and anticipated projects. Borrowing facilities are arranged as
necessary to finance requirements. The Group has available bank facilities, sufficient, with cash flow from profits, to fund present commitments.
Term facilities are utilised to fund capital expenditure and short-term flexibility is achieved by the utilisation of cash resources in respect of
financial liabilities. The following table indicates their contractual cash flow maturities.
2021
Effective
interest rate %
Carrying
amount
£000
Contractual
cash flows
£000
< 1 year
£000
1–5 years
£000
5 years & over
£000
Trade and other payables
(70,011)
(70,011)
(70,011)
–
–
Secured bank loans
2.04%
(322,403)
(335,763)
(6,519)
(329,244)
–
Shareholder loans
(1,758)
(1,758)
(1,758)
–
–
Lease liabilities
(124,281)
(432,202)
(9,565)
(30,567)
(392,070)
Derivative financial instruments
(5,414)
(5,414)
–
(5,414)
–
(523,867)
(845,148)
(87,853)
(365,225)
(392,070)
2020
Effective
interest rate %
Carrying
amount
£000
Contractual
cash flows
£000
< 1 year
£000
1–5 years
£000
5 years & over
£000
Trade and other payables
(49,843)
(49,843)
(49,843)
–
–
Secured bank loans
3.5%
(317,122)
(338,457)
(7,116)
(331,341)
–
Shareholder loans
(1,833)
(1,833)
–
(1,833)
–
Lease liabilities
(88,688)
(293,452)
(8,581)
(19,897)
(264,974)
Derivative financial instruments
(2,198)
(2,198)
–
(2,198)
–
(459,684)
(685,783)
(65,540)
(355,269)
(264,974)
See note 20 for the maturity dates and interest rates charged on the secured bank loans.
Analysis of changes in liabilities from financing activities
The below table represents the movement in liabilities from financing activities:
Secured bank
loans
£000
Lease liabilities
£000
Shareholders loan
£000
Derivative
financial
instruments
£000
Total
£000
1 October 2019
315,878
19,568
–
1,640
337,086
Cash flows
–
(8,797)
1,808
(1,053)
(8,042)
Adoption of IFRS 16
–
71,730
–
–
71,730
New leases
–
3,773
–
–
3,773
Changes in fair value
–
–
–
1,611
1,611
Effect of foreign exchange
–
–
25
–
25
Profit and loss
1,244
2,414
–
–
3,658
30 September 2020
317,122
88,688
1,833
2,198
409,841
Cash flows
(438)
(9,230)
–
(1,761)
(11,429)
Acquired through business acquisitions
–
36,639
–
–
36,639
New leases
–
4,612
–
–
4,612
Changes in fair value
–
–
–
4,977
4,977
Effect of foreign exchange
–
–
(75)
–
(75)
Profit and loss
1,212
3,572
–
–
4,784
30 September 2021
317,896
124,281
1,758
5,414
449,349
29. Financial instruments continued
CareTech’s three key covenant ratios are leverage (ratio of net debt to covenant EBITDA to be no more than 4.5), interest cover (ratio of covenant
EBITDA to net finance costs to be no less than 4x) and LTV (ratio of property value to net debt to be no more than 62.5%). As at 30 September
2021, we were operating comfortably within these ratios at 2.7x, 9.5x and 42% respectively.
Capital risk management
The Group manages its capital to ensure that activities of the Group will be able to continue as a going concern whilst maximising returns for
shareholders through the optimisation of debt and equity.
The Group’s capital structure is as follows:
2021
£000
2020
£000
Net debt
258,661
268,886
Equity (see Note 26)
382,407
364,216
Our policy is to increase the total dividend per year broadly in line with the movement in underlying diluted earnings per share. The final
dividend will therefore increase to 9.5p per share demonstrating a confident view of the Group’s fundamental strength.
Net debt
Net debt comprises cash and cash equivalents net of bank loans and borrowings and HP leases previously accounted for under IAS 17
excluding Project Teak sale and leaseback. Net debt remains unchanged following the adoption of IFRS 16.
Note
2021
£000
2020
£000
Net debt in the balance sheet comprises:
Cash and cash equivalents
65,560
54,273
Bank loans
20
(317,896)
(317,122)
Shareholder loan
(1,758)
(1,833)
Lease and hire purchase contracts
18
(4,567)
(4,204)
Net debt at 30 September
(258,661)
(268,886)
Foreign currency risk
Most of The Group’s transactions are carried out in GBP. Exposures to currency exchange rates arise from the Group’s investment in ‘the AS
Group’, registered in the United Arab Emirates, which is denominated in AED, and Smartbox which has sales to Europe, North and Central
America, Australasia, Middle East and Africa. All other revenues arise within the UK and all non-current assets are likewise located in the UK.
No single external customer amounts to 10% or more of the Group’s revenues.
Sensitivity analysis
In managing interest rate risks the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings. Over the longer term,
however, permanent changes in interest rates would have an impact on consolidated earnings.
At 30 September 2021, it is estimated that a general increase of 1% in interest rates would impact finance expense and decrease the Group’s
profit before tax and equity by approximately £2,024,000 (2020: £2,020,000). Economic hedging instruments have been included in this
calculation.
154
155
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
29. Financial instruments continued
Fair values
The fair values together with the carrying amounts shown in the balance sheet are as follows:
Carrying amount
2021
£000
Fair value
2021
£000
Carrying amount
2020
£000
Fair value
2020
£000
Financial Instruments at amortised cost
Cash at bank and in hand
65,560
65,560
54,273
54,273
Trade receivables (Note 17)
53,823
53,823
37,604
37,604
Trade payables (Note 21)
(15,220)
(15,220)
(15,576)
(15,576)
Secured bank loans (Note 20)
(322,403)
(322,403)
(317,122)
(317,122)
Shareholder loan
(1,758)
(1,758)
(1,833)
(1,833)
Held at fair value through profit and loss:
Derivative financial instruments
(5,414)
(5,414)
(2,198)
(2,198)
Contingent consideration
(3,616)
(3,616)
(1,569)
(1,569)
Where market values are not available, fair values of financial assets and liabilities have been calculated by discounting expected future cash
flows at prevailing interest rates with the following assumptions being applied:
– For trade and other receivables and payables with a remaining life of less than one year the carrying amount is deemed to reflect the fair
value.
– For cash and cash equivalents the amounts reported on the balance sheet approximates to fair value.
– For secured bank loans at floating rate the carrying value is deemed to reflect the fair value as it represents the price of the instruments
in the market place.
– For shareholder loans the amount is repayable in less than one year and the carrying amount is deemed to reflect the fair value.
– For the derivatives financial instruments, these were entered into to manage the Group’s exposure to interest rate risk on its external
borrowings.
The fair for contingent consideration and the Put option both arise on account of the acquisition in the year. The fair value has been determined
based on a multiple of profit, measured using projected cash flows of the entity based on the management’s knowledge of the business and
how the current economic environment is likely to impact it. These projections have not been discounted for the contingent consideration
(as they are expected to be paid in less than a year) and have been discounted for the put option using 7.0%.
With regard to the put option, a change of +/- 10% in the cash flows and a change in +/-1% in the discount rate would impact the income
statement by £66,000. With regard to the contingent consideration, a change of 10% in the forecast cash flows would not have a material
impact on the income statement.
29. Financial instruments continued
Fair value hierarchy
The financial instruments carried at fair value by valuation methods are:
2021
£000
2020
£000
Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities
–
–
Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability
either as a direct price or indirectly derived from prices
(752)
(2,198)
Level 3 – inputs for the asset or liabilities that are not based on observable market data
(8,278)
(1,569)
The fair values for all financial instruments carried at amortised costs are within level 3 of the fair value hierarchy. The fair value of the contingent
consideration is the full amount payable under the earn-out as the Directors expect the gross profit criteria of Smartbox for the full year ended
30 September 2021 to be met. The fair value of the put option is derived from an internal valuation of the Smartbox business, utilising both
discounted forecast future cash flow and multiples-based methodologies.
30. Related parties
During the year, the Group paid rent totalling £701,155 (2020: £408,343) in respect of properties in which Farouq Sheikh OBE and Haroon Sheikh
have an interest. At the year end, rent of £159,743 (2020: £240,595) was outstanding. The current lease liability recognised at 30 September 2021
is £2,321,600 (2020: £2,705,000).
Dividends paid to Directors in the year totalled £61,000 (2020: £192,000).
Transactions with key management personnel
2021
£000
2020
£000
Salary
4,233
4,131
Benefits
635
322
Bonus
1,449
1,348
Total short-term remuneration
6,317
5,801
Post-employment benefits
323
255
Share-based payments
110
220
6,750
6,276
Key management personnel are defined as Directors of the Group and members of the Senior Management Team.
Directors’ emoluments are set out on page 97.
During the year, the Group made donations to the CareTech Charitable Foundation which are set out in note 6.
156
157
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
31. Group undertakings
The Group has the following investments in trading subsidiaries included in the consolidated results for the year. The operating subsidiaries
are engaged in either owning property (‘Property’) or in the provision of services to adults or children (‘Trading’). Additionally, the Group has
subsidiaries that are non-trading, act as holding companies, or are dormant (‘Non-trading’).
Company
Company
number
Country of incorporation
Type
Ownership
2021%
Ownership
2020%
Addington House Limited*
04404355
England and Wales
Operating
100
100
Advanced Childcare Services Limited*
07559570
England and Wales
Non-trading
100
100
Advances In Autism Care & Education Limited*
03252453
England and Wales
Non-trading
100
100
Applied Care and Development Ltd*
SC224352
Scotland
Operating
100
100
Ashcroft House Limited*
03390658
England and Wales
Operating
100
100
Ashring House Limited*
03370991
England and Wales
Operating
100
100
Ashview House Limited*
03304446
England and Wales
Operating
100
100
Barleycare Limited*
05156601
England and Wales
Operating
100
100
Beacon Care Holdings Limited*+
03293998
England and Wales
Non-trading
100
100
Beacon Care Investments Limited*+
04351554
England and Wales
Non-trading
100
100
Beacon Care Limited*
03160894
England and Wales
Non-trading
100
100
Beech Care Limited*
04050685
England and Wales
Operating
100
100
Branas Isaf (Ashfield House) Limited*
05761962
England and Wales
Operating
100
100
Branas Isaf (Bythnod & Hendre Llwyd) Limited*
04826628
England and Wales
Operating
100
100
Branas Isaf (Dewis) Limited*
04828115
England and Wales
Operating
100
100
Branas Isaf (Education Centre) Limited*
04826662
England and Wales
Operating
100
100
Branas Isaf (Llyn Coed) Ltd*
04826774
England and Wales
Operating
100
100
Branas Isaf (personal development & approach
training) Limited*
04826959
England and Wales
Non-trading
100
100
Branas Isaf (Therapeutic Provision Limited)*
05355404
England and Wales
Non-trading
100
100
Branas Isaf Holdings Ltd*
04827227
England and Wales
Non-trading
100
100
Branas Isaf Personal Development Centre Ltd*
03744583
England and Wales
Non-trading
100
100
Bright Care Limited*
04050733
England and Wales
Operating
100
100
By the Bridge Holdings*
05712186
England and Wales
Non-trading
100
100
By the Bridge Limited*
04050928
England and Wales
Operating
100
100
By the Bridge Management Company Limited*
08587714
England and Wales
Non-trading
100
100
By the Bridge North West Limited*
05448746
England and Wales
Operating
100
100
Cambian Asperger Syndrome Services Limited*
04117476
England and Wales
Operating
100
100
Cambian Autism Services Limited*
03449214
England and Wales
Operating
100
100
Cambrian Care (Powys) Limited*
03813824
England and Wales
Non-trading
100
100
Cambian Childcare Limited*
04280519
England and Wales
Operating
100
100
Cambian Childcare Properties Limited*
05274924
England and Wales
Property
100
100
Cambian Education Services Limited*
05554772
England and Wales
Non-trading
100
100
Cambian FS Limited*
09501886
England and Wales
Non-trading
100
100
Cambian Group Holdings Limited*
08929407
England and Wales
Non-trading
100
100
Cambian Group Limited*+
08929371
England and Wales
Non-trading
100
100
Cambian Heritage I Limited*
05150238
England and Wales
Non-trading
100
100
Cambian Heritage II Limited*
03898254
England and Wales
Property
100
100
Interact Care Limited*
04822716
England and Wales
Operating
100
100
Cambian Properties (UK) Limited*
05554819
England and Wales
Non-trading
100
100
Company
Company
number
Country of incorporation
Type
Ownership
2021%
Ownership
2020%
Cambian Signpost Limited*
06253729
England and Wales
Operating
100
100
Cambian Whinfell School Limited*
04617562
England and Wales
Operating
100
100
Cameron Care Limited*
SC283940
Scotland
Operating
100
100
Candour Housing CIC
13562034
England and Wales
Operating
100
–
Care Support Services Limited*
05356025
England and Wales
Operating
100
100
CareTech Community Services (No 2) Limited*
03894564
England and Wales
Operating
100
100
CareTech Community Services Limited*+
02804415
England and Wales
Operating
100
100
CareTech Consulting Limited*
07186925
England and Wales
Non-trading
100
100
Caretech Digital Limited
13601641
England and Wales
Operating
100
–
CareTech Estates (No 2) Limited*+
06518327
England and Wales
Property
100
100
CareTech Estates (No 3) Limited*+
06518491
England and Wales
Property
100
100
CareTech Estates (No 4) Limited*+
06543818
England and Wales
Property
100
100
CareTech Estates (No 5) Limited*+
07027116
England and Wales
Property
100
100
CareTech Estates (No 6) Limited*+
08420656
England and Wales
Property
100
100
CareTech Estates (No 7) Limited*+
08628141
England and Wales
Property
100
100
CareTech Estates Limited*+
05964868
England and Wales
Property
100
100
CareTech Foster Care Limited*
05185612
England and Wales
Non-trading
100
100
CareTech Fostering Holdings Limited*
07206363
England and Wales
Non-trading
100
100
CareTech Fostering Services*
07205262
England and Wales
Non-trading
100
100
CareTech Housing Services*
03438332
England and Wales
Non-trading
100
100
CareTech International (Previously Family
Assessment Services Limited) Limited*
06902547
England and Wales
Non-trading
100
100
Clifford House Limited*
03320573
England and Wales
Non-trading
100
100
Colerne Community Care (Kent) Limited*
02755757
England and Wales
Non-trading
100
100
Community Support Project Limited*+
05941774
England and Wales
Non-trading
100
100
Complete Care & Enablement Services Limited*
05905163
England and Wales
Operating
100
100
Continuum Care and Education Group Limited*
05804360
England and Wales
Non-trading
100
100
Counticare Limited*
02585666
England and Wales
Non-trading
100
100
Coveberry Limited*
01208511
England and Wales
Operating
100
100
Daisybrook Limited*
03026221
England and Wales
Operating
100
100
Dawn Hodge Associates Limited*
04130146
England and Wales
Operating
100
100
Delam Care Limited*
02995783
England and Wales
Operating
100
100
Delham Care Limited*
02748991
England and Wales
Non-trading
100
100
Elite Children’s Care Limited*
05251327
England and Wales
Non-trading
100
100
Emeraldpoint Limited*
03098166
England and Wales
Operating
100
100
EnableAll Limited
13540728
England and Wales
Operating
100
–
EQL Solutions Limited*+
08758477
England and Wales
Operating
100
100
Farrow House Limited*
03504115
England and Wales
Non-trading
100
100
Fostering Support Group Limited*
02359399
England and Wales
Operating
100
100
Franklin Homes Limited*
03002865
England and Wales
Operating
100
100
Glenroyd House Limited*
04326288
England and Wales
Operating
100
100
Gloucestershire Autism Services Limited*
03091510
England and Wales
Non-trading
100
100
Green Corns Limited*
03918305
England and Wales
Non-trading
100
100
Greenfields Adolescent Development Limited*
04068839
England and Wales
Operating
100
100
Greenfields Care Group Limited*
04642100
England and Wales
Non-trading
100
100
31. Group undertakings continued
158
159
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
Company
Company
number
Country of incorporation
Type
Ownership
2021%
Ownership
2020%
Hereson House Limited*
04385252
England and Wales
Operating
100
100
Herts Care (Escort and Supervision Services) Limited*
03648069
England and Wales
Non-trading
100
100
Herts Care Group Limited*
04539660
England and Wales
Non-trading
100
100
Herts Care Limited*
03400914
England and Wales
Non-trading
100
100
Herts Care Property Limited*
04132387
England and Wales
Non-trading
100
100
Huntsmans Lodge Limited*
04668317
England and Wales
Operating
100
100
Independent Childcare Group of Schools Limited*
02525026
England and Wales
Non-trading
100
100
Inhoco 2993 Limited*
04934338
England and Wales
Non-trading
100
100
K O B Care Limited*
03039698
England and Wales
Non-trading
100
100
Kirkstall Lodge Limited*
04778674
England and Wales
Operating
100
100
Leigham Lodge Limited*
04583599
England and Wales
Operating
100
100
Lonsdale Midlands Limited*
02834141
England and Wales
Operating
100
100
Lyndhurst Psychiatric Residential Care Limited*
02958528
England and Wales
Non-trading
100
100
Magnolia Court Limited*
05444649
England and Wales
Operating
100
100
Mason Property Development Company Limited*
04308273
England and Wales
Property
100
100
Oakleaf Care (Hartwell) Limited*
05225317
England and Wales
Operating
100
100
One Six One Limited*
04136284
England and Wales
Operating
100
100
One Step (Support) Limited*
04534652
England and Wales
Operating
100
100
Onetrue Step Limited*
08339192
England and Wales
Non-trading
100
100
Outlook Fostering Services Limited*
04357704
England and Wales
Operating
100
100
Palm Care Limited*
04050739
England and Wales
Operating
100
100
Park Foster Care Ltd*
04861395
England and Wales
Operating
100
100
Park Foster Care Services Scotland Limited*
SC427502
Scotland
Operating
100
100
Phoenix Therapy and Care Limited*
SC254555
Scotland
Operating
100
100
Pinnacle Supported Living Limited*
02736242
England and Wales
Non-trading
100
100
Prestwood Residential Homes Ltd*
04129564
England and Wales
Operating
100
100
Primrose Court Limited*
04803769
England and Wales
Operating
100
100
Professional Integrated Care Services Limited*
04771613
England and Wales
Non-trading
100
100
Purple Zest Limited*+
11421082
England and Wales
Operating
100
100
Roborough House Limited*
05054294
England and Wales
Operating
100
100
ROC North West Ltd*
05564417
England and Wales
Operating
100
100
Rosedale Children’s Services Limited*
04932054
England and Wales
Operating
100
100
SACCS Care Limited*
04495879
England and Wales
Non-trading
100
100
SACCS Limited*
04497910
England and Wales
Non-trading
100
100
Selborne Care Limited*
05513162
England and Wales
Operating
100
100
Selwyn Care Limited*
03737832
England and Wales
Operating
100
100
Smartbox Holdings Limited
12813709
England and Wales
Non-trading
70
–
Smartbox Assistive Technology Limited
05541084
England and Wales
Operating
100
–
Smartbox Assistive Technology Inc. (US co)
6082148
Delaware, US
Operating
100
–
Smartbox Assistive Technology (EU) (Ireland co)
658998
Ireland
Operating
100
–
Sensory Software International Limited
03662043
England and Wales
Operating
100
–
South East Care Services Limited*
02296352
England and Wales
Non-trading
100
100
Spark of Genius Limited*
SC479758
Scotland
Non-trading
100
100
Spark Of Genius (North East) LLP
OC384807
England and Wales
Operating
50
50
Spark Of Genius (Training) Limited*
SC196146
Scotland
Operating
100
100
Company
Company
number
Country of incorporation
Type
Ownership
2021%
Ownership
2020%
St Michael’s Support & Care Limited*
05978585
England and Wales
Operating
100
100
Sunnyside Care Homes Ltd*
04589719
England and Wales
Operating
100
100
The Community Care Company UK Limited*
02816119
England and Wales
Non-trading
100
100
TLC (Wales) Independent Fostering Limited*
04824925
England and Wales
Operating
100
100
Trojan Spark Limited*
SC453152
Scotland
Non-trading
100
100
Uplands (Fareham) Limited*
03488896
England and Wales
Operating
100
100
Valeo Community Projects Limited*
03941224
England and Wales
Non-trading
100
100
Valeo Limited*+
04099715
England and Wales
Operating
100
100
Victoria Lodge Limited*
04454845
England and Wales
Operating
100
100
Vosse Court Limited*
04778676
England and Wales
Operating
100
100
White Cliffs Lodge Limited*
04351559
England and Wales
Operating
100
100
Wyatt House Limited*
04319271
England and Wales
Non-trading
100
100
Advanced Childcare Capital Limited
107650
Jersey2
Non-trading
100
100
Advanced Childcare Holdings Limited
107660
Jersey2
Non-trading
100
100
Cambian Capital Limited
87311
Jersey2
Non-trading
100
100
Cambian Developments II Limited
104724
Jersey2
Non-trading
100
100
Advanced Childcare Finance Limited
107661
Jersey2
Dissolved
–
100
Advanced Childcare Group Limited
107672
Jersey2
Dissolved
–
100
Cambian Developments I Limited
106304
Jersey2
Dissolved
–
100
Cambian Developments Limited
102148
Jersey2
Dissolved
–
100
Cambian Finance Limited
91181
Jersey2
Dissolved
–
100
Cambian Holdings Limited
87312
Jersey2
Dissolved
–
100
Cambian Manco Limited
109922
Jersey2
Dissolved
–
100
Care Aspirations Finance Limited
101512
Jersey2
Dissolved
–
100
Care Aspirations Holdings Limited
101522
Jersey2
Dissolved
–
100
Care Asprirations Capital Limited
101503
Jersey2
Dissolved
–
100
H2O Limited
FC97291
Gibraltar
Non-trading
100
100
Hazeldene UK Limited1
FC015967
Gibraltar
Operating
100
100
Cambian Properties II Limited
91131
Jersey2
Property
100
100
CareTech Cloud Limited*
12392889
England and Wales
Non-trading
100
100
CareTech Mena Social Care LLC
1010563230
Saudi Arabia
Non-trading
100
100
CareTech Holdings Limited
3381
United Arab Emirates
Non-trading
100
100
AS1 Investments Holding Ltd (ADGM)
3272
United Arab Emirates
Non-trading
52
94
AS2 Investments Holdings Ltd (ADGM)
5298
United Arab Emirates
Non-trading
89.9
–
AS Investments Holding Ltd (ADGM)
3087
United Arab Emirates
Non-trading
52
52
Macani Medical Centre
CN-1937451
United Arab Emirates
Operating
99
49
AS Northwood Investments Holdings LLC (ADGM)
CN-2696945
United Arab Emirates
Non-trading
99
99
ACPN Dubai
674030
United Arab Emirates
Operating
65
65
ACPN Abu Dhabi
CN-1142528
United Arab Emirates
Operating
65
65
ACPN Al Ain
CN-1142528-1 United Arab Emirates
Operating
65
65
Care Talent Advisors Limited*
12391623
England and Wales
Non-trading
60
60
Jobzooma Limited
10127824
England and Wales
Operating
29.4
29.4
Recruiterlink Limited
11665920
England and Wales
Operating
29.4
29.4
31. Group undertakings continued
31. Group undertakings continued
160
161
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
1
Has a UK designated trading branch, Hazeldene UK Limited.
2
Registered office 9 Burrard Street, St Helier, Jersey JE4 5SE.
+ Owned directly by the Company.
*
These subsidiaries have taken advantage of the audit exemption under s479A and s479C of the Companies Act 2006 for the period ended 30 September 2021. As such,
the Company has provided a guarantee against all debts and liabilities in these subsidiaries as at 30 September 2021.
Exemption from audit by Parent guarantee
The Company being the ultimate sole shareholder of its subsidiaries has decided to take the exemption from audit of a number of subsidiaries
for the year ended 30 September 2021 under Sections 479A and 479C of the Companies Act 2006 and the Company will provide a guarantee
for all the liabilities of those entities as at 30 September 2021 detailed above with the exception of Hazeldene UK Limited, H2O Limited and Spark
of Genius (North East) LLP and Advanced Childcare Capital Limited, Advanced Childcare Finance Limited, Advanced Childcare Group Limited,
Advanced Childcare Holdings Limited, Cambian Capital Limited, Cambian Developments I Limited, Cambian Developments II Limited, Cambian
Developments Limited, Cambian Finance Limited, Cambian Holdings Limited, Cambian Manco Limited, Care Aspirations Finance Limited, Care
Aspirations Holdings Limited, Care Aspirations Capital Limited and Cambian Properties II Limited.
Wholly-owned subsidiaries incorporated in Gibraltar and Jersey will not be covered by the Parent Company guarantee as they are incorporated
outside of the UK.
Unless otherwise stated above, the registered offices of all subsidiaries is 5th Floor Metropolitan House, 3 Darkes Lane, Potters Bar, England,
EN6 1AG with the exception of:
Company
Address
Applied Care and Development Ltd
Netherlea House, Bankend Road, Dumfries, DG1 4AL
Cameron Care Limited
Inspire Children Services, Lochview, Fort William, Inverness-Shire, PH33 7NP
Dawn Hodge Associates Limited
Fiveways House, Buildwas Road, Neston, CH64 3RU
Park Foster Care Services Scotland Limited
272 Bath Street, Glasgow, G2 4JR
Phoenix Therapy and Care Limited
1 Lodge Street, Haddington, East Lothian, EH41 3DX
Professional Integrated Care Services Limited
Tan Y Fron, Pontardulais Road, Crosshands, Carmarthenshire, SA14 6PG
Spark of Genius Limited
Trojan House Pegasus Avenue, Phoenix Business Park, Paisley, PA1 2BH
Spark of Genius (North East) LLP
King Edwin School Mill Lane, Norton, Stockton-On-Tees, North Yorkshire, TS20 1LG
Spark of Genius (Training) Limited
Trojan House Pegasus Avenue, Phoenix Business Park, Paisley, PA1 2BH
Trojan Spark Limited
Trojan House Pegasus Avenue, Phoenix Business Park, Paisley, PA1 2BH
H2O Limited
Montagu Pavillion, 8-10 Queensway, Gibraltar
Hazeldene UK Limited
Montagu Pavillion, 8-10 Queensway, Gibraltar
CareTech Mena Social Care LLC
7534 King Abdul Aziz Road – Al Ghadeer District, Unit No 44, Riyadh 13311-4672,
Kingdom of Saudi Arabia
CareTech Holdings Limited
2459, 24, Al Sila Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi,
United Arab Emirates
AS1 Investments Holding Ltd (ADGM)
2458 Al Sila Tower, ADGM Square, Al Marya Island Abu Dhabi, UAE
AS2 Investments Holding Ltd (ADGM)
16th Floor, Wework Hub71, Al Khatem Tower, ADGM Square, Al Maryah Island, Abu Dhabi,
United Arab Emirates
AS Investments Holding Ltd (ADGM)
2458 Al Sila Tower, ADGM Square, Al Marya Island, Abu Dhabi, UAE
Macani Medical Centre
Ahmed Ali Mohamed Abdulla Alsayegh Building, Office 205,
GH 10, Q 63, T 2, Al Khalidiah Street, Abu Dhabi, UAE
AS Northwood Investments Holdings LLC (ADGM)
Unit of Ahmed Ali Mohamed Abdulla Alsayegh, West 10,0,
PO Box No. 52613, Abu Dhabi, UAE
ACPN Dubai
Jumeirah Sunset Mall, Jumeirah 3, PO Box 66026, Dubai, UAE
Company
Address
ACPN Abu Dhabi
Khalid bin Abdul Aziz Street, Mounira Sheikh Ahmed Al Mubarak Building, PO Box 108699,
Abu Dhabi, UAE
ACPN Al Ain
Villa of Mohammed Raashid Mohammed and others, Al Ghil, Al Ma’atarid, Al Ain, Abu Dhabi,
UAE
Smartbox Assistive Technology Limited
Ysobel House Enigma Commercial Centre, Sandys Road, Malvern, Worcestershire, England,
WR14 1JJ
Smartbox Assistive Technology Inc. (US co)
2831 Leechburg Road, NEW KENSINGTON, PA 15068, Westmoreland
Smartbox Assistive Technology (EU) (Ireland co)
Jpa Brenson Lawlor House, Argyle Square Morehampton Road, Donnybrook, Dublin
Sensory Software International Limited
Seneca House Links Point, Amy Johnson Way, Blackpool, Lancashire, FY4 2FF
Subsidiaries with material non-controlling interest (‘NCI’)
The Group has aggregated the subsidiary financial information of the AS Group acquired on 4 February 2020. The Group has considered
it appropriate to aggregate the information due to geographical location and the nature of the activities being performed is consistent.
The below table shows the subsidiaries that form part of the Group.
Subsidiary name
Principal place of business
Proportion
of ownership
interests held by
non‑controlling
interests
Proportion
of voting
rights held by
non‑controlling
interests
AS Investments Holding Ltd (ADGM)
United Arab Emirates
48%
48%
AS Northwood Investments Holdings LLC (ADGM)
United Arab Emirates
1%
1%
ACPN Dubai
United Arab Emirates
35%
35%
ACPN Abu Dhabi
United Arab Emirates
35%
35%
ACPN Al Ain
United Arab Emirates
35%
35%
AS1 Investments Holding Ltd (ADGM)
United Arab Emirates
6%
6%
Macani Medical Centre
United Arab Emirates
51%
51%
2021
£’000
2020
£’000
Profit allocated to NCIs during the reporting period
521
1,234
Dividends paid
(1,160)
–
Accumulated NCI at 30 September
8,567
9,206
31. Group undertakings continued
31. Group undertakings continued
162
163
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Notes to the Financial Statements
continued
Company Statement of Financial Position
as at 30 September 2021
31. Group undertakings continued
Summarised financial information for the AS Group is set out in the table below:
2021
£’000
2020
£’000
Current assets
9,344
8,139
Non-current assets
304
274
Current liabilities
(2,213)
(2,870)
Non-current liabilities
(1,758)
(1,833)
Revenue
25,054
15,548
Profit and total comprehensive income
3,131
1,881
Net cash from operating activities
(40)
2,202
Net cash used in investing activities
(160)
(77)
Net cash used in financing activities
(1,160)
(161)
Net cash inflow
(1,360)
1,964
The Group has aggregated the subsidiary financial information of Smartbox Assistive Technology Limited and associated subsidiaries, and
Sensory Software International Limited (Collectively ‘Smartbox’) acquired on 5 October 2020. The Group has considered it appropriate to
aggregate the information due to geographical location and the nature of the activities being performed being consistent. The below table
shows the subsidiaries that form part of the Group.
Subsidiary name
Principal place of business
Proportion
of ownership
interests held by
non‑controlling
interests
Proportion
of voting
rights held by
non‑controlling
interests
Smartbox Holdings Limited
England and Wales
30%
30%
SMARTBOX ASSISTIVE TECHNOLOGY LIMITED
Delaware, US
0%
0%
Smartbox Assistive Technology, Inc.
England and Wales
0%
0%
Smartbox Assistive Technology (EU) Limited
Ireland
0%
0%
Sensory Software International Limited
England and Wales
0%
0%
2021
£’000
2020
£’000
Profit allocated to NCIs during the reporting period
464
–
Accumulated NCI at 30 September
1,914
–
Summarised financial information for the Smartbox Group is set out in the table below:
2021
£’000
2020
£’000
Current assets
139
–
Non-current assets
11,983
–
Current liabilities
(3,550)
–
Non-current liabilities
(2,780)
–
Note
2021
£000
2020
£000
Non-current assets
Tangible assets
135
–
Investments
34
402,781
399,859
402,916
399,859
Current assets
Trade and other receivables
35
236,041
247,171
Cash and cash equivalents
1,553
485
237,594
247,656
Total assets
640,510
647,515
Current liabilities
Trade and other payables
37
40,642
48,411
40,642
48,411
Non-current liabilities
Loans and borrowings
36
319,356
318,592
Total liabilities
359,998
367,003
Net assets
280,512
280,512
Equity
Share capital
39
566
565
Share premium
133,551
133,080
Merger reserve
125,842
125,842
Retained earnings
20,553
21,025
Total equity attributable to equity shareholders of the Parent
280,512
280,512
Under section 408 of the Companies Act 2006 the Company is exempt from the requirement to present its own income statement.
The profit for the year included in the financial statements of the Company was £12,584,000 (2020 loss: £15,845,000).
These financial statements were approved by the Board of Directors and authorised for issue on 6 December 2021 and were signed
on its behalf by:
Farouq Sheikh OBE
Christopher Dickinson
Group Executive Chairman
Group Chief Financial Officer
Company number: 04457287
164
165
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Share capital
£000
Share premium
£000
Merger reserve
£000
Retained earnings
£000
Total equity
£000
At 1 October 2019
545
121,304
125,536
45,757
293,142
Loss for the year and total comprehensive income
–
–
–
(15,845)
(15,845)
Issue of shares
20
11,776
306
–
12,102
Share-based payments’ charge
–
–
–
4,119
4,119
Dividends
–
–
–
(13,006)
(13,006)
At 30 September 2020
565
133,080
125,842
21,025
280,512
At 1 October 2020
565
133,080
125,842
21,025
280,512
Profit for the year and total comprehensive income
–
–
–
12,584
12,584
Issue of shares
1
471
–
–
472
Share-based payments’ charge
–
–
–
1,375
1,375
Dividends
–
–
–
(14,431)
(14,431)
At 30 September 2021
566
133,551
125,842
20,553
280,512
32. Accounting policies
(a) Basis of preparation
CareTech Holdings PLC (‘the Company’) meets the definition of a qualifying entity under Financial Reporting Standard (‘FRS’) 100, issued by the
Financial Reporting Council (‘FRC’). Accordingly, the financial statements have been prepared in accordance with FRS 101 Reduced Disclosure
Framework. The financial statements have been prepared on a historical cost basis except in respect of those financial instruments that have
been measured at fair value at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given
in exchange for goods and services.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to share-based
payment, financial instruments, capital management, presentation of comparative information in respect of certain assets, presentation of cash
flow statement and certain related-party transactions.
(b) Investments
Investments in subsidiary undertakings are stated in the balance sheet of the Company at cost less impairment written off.
(c) Cash and liquid resources
Cash, for the purpose of the cash flow statement, comprises cash in hand and deposits repayable on demand and those with maturities of
three months or less from inception, less overdrafts payable on demand.
(d) Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less directly attributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost with any difference between proceeds (net of transaction costs) and the redemption
value being recognised in the consolidated income statement over the period of the borrowings on an effective interest basis.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least
12 months after the reporting date.
(e) Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in profit or loss except to the extent that it relates
to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates and laws enacted or substantively enacted at the
balance sheet date, and any adjustment to tax payable in respect of previous years.
(f) Revenue
Revenue represents management fees receivable, in respect of the period to which management services relate.
(g) Share-based payments
The share option programme allows employees to acquire shares of the Company. The fair value of options granted is recognised as an
employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which
the employees become unconditionally entitled to the options. The fair value of the options granted is measured using an option pricing model,
taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect
the actual number of share options that vest except where forfeiture is only due to share prices not achieving the threshold for vesting.
Where the Company grants options over its own shares to the employees of its subsidiaries it recognises an increase in the cost of investment
in its subsidiaries equivalent to the equity-settled share-based payment charge recognised in its subsidiary’s financial statements with the
corresponding credit being recognised directly in equity.
Company Statement of Changes in Equity
as at 30 September 2021
Notes to the Company Financial Statements
166
167
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
32. Accounting policies continued
(h) Employee Benefit Trust (‘EBT’)
The Company has not elected to consolidate the employee benefit trust and consequently recognise it as an investment in subsidiary, and
recognise a receivable balance for any shares issued to the trust, and is subsequently measured at amortised cost. These receivables are payable
on demand and do not carry any interest. Considering these amounts are receivable on the sale of shares held by the trust and such shares are
quoted higher than the value receivable, the Company are of the view that there are no credit losses as at balance sheet date.
(i) Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial
instrument. All financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial liabilities are initially
measured at fair value, and, where applicable, adjusted for transaction costs unless the Company designated a financial liability at fair value
through profit or loss. Subsequent measurement of financial assets and financial liabilities are described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and
all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and subsequent measurement of financial assets
For the purpose of subsequent measurement, financial assets are classified into the following categories upon initial recognition:
– Financial assets at amortised cost.
– Financial assets/liabilities held at (‘FVTPL’).
FVTPL assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this
category are determined by reference to active market transactions or using a valuation technique where no active market exists.
All income and expenses relating to financial assets that are recognised in the consolidated income statement are presented within finance costs
or finance income, except for impairment of trade receivables which is presented within other administrative expenses.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
– they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and
– the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect
of discounting is immaterial. The Company’s cash and cash equivalents, trade and most other receivables fall into this category of financial
instruments.
Financial assets at FVTPL
Financial assets that are held within a different business model other than ‘hold to collect‘ or ‘hold to collect and sell‘ are categorised at fair value
through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal
and interest are accounted for at FVTPL. All derivative financial instruments fall into this category.
Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this
category are determined by reference to active market transactions or using a valuation technique where no active market exists.
32. Accounting policies continued
Classification and subsequent measurement of financial liabilities
The Company’s financial liabilities include borrowings, trade and other payables and derivative financial instruments. Financial liabilities are
measured subsequently at amortised cost using the effective interest method, except for financial liabilities held for trading or designated at
FVTPL, that are carried subsequently at fair value with gains or losses recognised in the consolidated income statement. All derivative financial
instruments that are not designated and effective as hedging instruments are accounted for at FVTPL.
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in consolidated income statement are
included within finance costs or finance income.
From time to time, the long-term debt held by the Company are either refinanced as these come to maturity, or the margin on these facilities
moves in line with the ratio of the Group’s net debt to adjusted EBITDA. In either scenario, the Company reviews whether the debt is accounted
for as a modification or an extinguishment of the liability. A substantial modification should be accounted for as an extinguishment of the existing
liability and the recognition of a new liability. A non-substantial modification should be accounted for as an adjustment to the existing liability.
Both the quantitative and qualitative aspects of the modification are taken into account to ascertain whether the modification is substantial
and these can include the change in covenants, repayment dates and the effective interest rate. If modification accounting is adopted, the
carrying value of the existing liability is adjusted for fees paid or costs incurred and the effective interest rate is amended at the modification
date. If extinguishment accounting is adopted, the existing liability is de-recognised and the new or modified liability is recognised at its fair
value, the gain or loss equal to the difference between the carrying value of the old liability and the fair value of the new one is recognised, any
incremental costs or fees incurred and any consideration paid or received is recognised in profit or loss and a new effective interest rate for the
modified liability is calculated and used in future periods.
Derivative financial instruments
From time to time, the Company enters into derivative financial instruments, such as interest rate swaps, to manage its exposure to interest
rate risk.
Derivatives are initially recognised at fair value at the date a derivative is entered into and are subsequently re-measured to their fair value at
each balance sheet date. A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value
is recognised as a financial liability. The resulting gain or loss is recognised in the consolidated income statement immediately. A derivative
is presented as a non-current asset or non-current liability if the Company has an unconditional right to defer payment beyond 12 months.
Otherwise derivatives are presented as current assets or liabilities.
As part of the incorporation of Smartbox Holdings, the Group has granted the non-controlling interests the option to request the Group to
acquire some or all of their shares in Smartbox Holdings Limited. The Company recognises the liability for this put option on a net basis as it
is not own equity.
(j) Dividends on shares presented within shareholders’ funds
Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the extent that they are appropriately authorised
and are no longer at the discretion of the Company. Unpaid dividends that do not meet these criteria are disclosed in the notes to the
financial statements.
Notes to the Company Financial Statements
continued
168
169
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
32. Accounting policies continued
(k) Merger reserve
The merger reserve represents the premium arising on the ordinary shares issued as consideration for the acquisition of shares in another
company (‘merger relief’).
Merger reserve
2021
£000
2020
£000
Opening balance 1 October
125,842
125,536
Issue of shares (see Note 26)
–
306
At 30 September
125,842
125,842
33. Dividends
The aggregate amount of dividends comprises:
2021
£000
2020
£000
Interim dividend paid in respect of prior year but not recognised as liabilities in that year
(4.0p per share, (2020: 3.75p per share))
4,525
4,093
Final dividend paid in respect of the prior year (8.75p per share, (2020: 7.95p per share))
9,906
8,913
Aggregate amount of dividends paid in the financial year (12.75p per share (2020: 11.70p per share))
14,431
13,006
The aggregate amount of dividends proposed and not recognised as liabilities as at the year end is 14.1p per share, £10,482,790 (2020: 12.75p
per share, £14,000,000).
34. Investments
Shares in Group
undertakings
£000
Cost and net book value
At 1 October 2020
399,859
Acquisitions (see Note 5)
2,922
At 30 September 2021
402,781
35. Trade and other receivables
2021
£000
2020
£000
Amounts owed by Group undertakings
224,738
235,402
Amounts owed by the Employment Benefit Trust
11,303
11,769
236,041
247,171
These balances owed by Group undertakings accrue intercompany interest at a rate of 3% per annum and are repayable on demand. Please refer
to note 1 and the statement on going concern. Intercompany financial assets were assessed by management for impairment using the expected
credit loss model under IFRS 9. The assets are considered to have low credit risk and consequentially an immaterial credit loss was assessed and
no provision has been made.
36. Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Company’s interest-bearing loans and borrowings. For more information
about the Group’s exposure to interest rate risk, please see note 29 in the Group accounts.
Terms and debt repayment schedule
Currency
Nominal interest
rate (%)
Year of
maturity
Book value
2021
£000
Book value
2020
£000
Term loan
£
2.04 (2020: 2.25)1
2023
158,948
160,031
Term loan
£
2.04 (2020: 2.50)1
2023
158,948
158,561
Revolving credit facility term loan
£
2.04 (2020: 2.75)1
2023
–
–
317,896
318,592
¹ The margin on the facilities is stated at the current rate and can change between 1.50% and 3.25% based on the ratio of the Group’s net debt to adjusted EBITDA.
The facility is a term loan of £322m and revolving credit facility of £25m to a group of banks comprising Barclays Bank PLC, HSBC UK Banks
PLC, Santander UK PLC, AIB Group (UK) PLC, Clydesdale Bank PLC, Credit Suisse AG, Lloyds Bank PLC and National Westminster Bank PLC and
is stated net of loan finance costs in accordance in IAS 23. During the course of the year, the Group completed the extension of the Term Loan
A facility of £161.2m which will now mature in August 2023. The margin of the facility and covenants remain unchanged, reflecting the highly
cash-generative nature of the business and deleveraging profile. In addition, both the Group’s loan and interest rate swaps have migrated to
Compounded Daily SONIA as the reference rate. This has resulted as a non-substantial modification and accounted for as an adjustment to
the existing liability and not an extinguishment.
37. Trade and other payables
2021
£000
2020
£000
Amounts due to Group undertakings
37,259
42,769
Other creditors
3,383
5,642
40,642
48,411
These balances due to Group undertakings accrue intercompany interest at a rate of 3% per annum.
38. Contingent liabilities
As per note 31, the Company have taken the audit exemption for a number of subsidiaries by virtue of s479A of the Companies Act.
A Parent Company guarantee has been provided for these entities under s479C of the Companies Act.
39. Called-up share capital
2021
£000
2020
£000
Allotted, called up and fully paid:
113,327,459 (2020: 113,173,992) ordinary shares of 0.5p each
566
565
53,402 deferred shares of 0.5p each
0
0
566
565
The holders of the ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at
meetings of the Company. The deferred shares have no such rights. Details in respect of the movements in equity are given in note 26 to the
Group financial statements.
Details in respect of the reserves are given in note 27 to the Group financial statements.
Notes to the Company Financial Statements
continued
170
171
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
40. Staff numbers and costs
The Company has no employees (2020: none) other than the Directors. Directors’ emoluments are shown on page 97.
41. Employee benefits
Defined contribution plans
The Company operates a number of defined contribution pension plans. The total Company expense relating to these plans in the current year
was £nil (2020: £nil).
Share-based payments
There was no expense for share-based payments relating to the Company’s employees in the year (2020: £nil). There was a grant of shares to
the CareTech Charitable Foundation in the previous year, which is accounted for as a share-based payment with a charge of nil (2020: £4.1m)
to the income statement in the year.
The grants and related accounting treatment adopted by the Company is identical to that operated by the Group under IFRS 2 ‘Share-Based
Payments’ (see note 25).
42. Related parties
The Company receives dividends from its subsidiaries according to their ability to remit them and received interest in intergroup loans. Other
details of related-party transactions have been given in note 30 to the consolidated accounts.
Under FRS 101, the Company is exempt from disclosing key management personnel compensation and transactions with other entities wholly
owned by the Company.
The Group reports certain non-IFRS performance measures, known as Alternative Performance Measures (‘APMs’). The Directors believe that
they provide useful supplemental information for the readers of the Annual Report and, when read in conjunction with the IFRS financial
information, assist in providing a balanced view of the Group’s financial performance and financial position.
In assessing its performance, the Group has adopted a number of APMs as the Directors are of the view that these will assist the readers of
the accounts when understanding our performance relative to other companies in our sector and in the wider economy. These measures are
not defined by IFRS and therefore may not be directly comparable with other companies’ adjusted measures. They are not intended to be a
substitute for, or superior to, IFRS measurements of profit or earnings per share.
We set out below those APMs which management use in assessing its own performance and a reconciliation of those APMs to the statutory
IFRS financial statements.
a) Underlying EBITDA
Underlying EBITDA is defined as Earnings Before Interest, Tax, Depreciation, Amortisation, ExSOP share-based payments charge and non-
underlying items (see note (b) below). There is no further intent to issue awards under the ExSOP scheme, these have historically been ad hoc
awards and as such not considered a component of underlying EBITDA. Underlying EBITDA is considered the most relevant performance
measure in our (and many other) sectors. We reconcile underlying EBITDA to the statutory measure of operating profit on the face of the
income statement as below:
Note
2021
£000
2020
£000
Underlying EBITDA
100,485
90,932
Adjusted for:
COVID-19 income
6
2,692
2,550
Depreciation
13
(19,519)
(17,021)
Amortisation of intangible assets
6,14
(10,273)
(10,186)
Acquisition expenses
6
(759)
(545)
Sleep-in provision
6
11,777
–
Gain on bargain purchases
6
5,758
–
Other non-underlying items
6
(5,964)
(4,497)
COVID-19 expenses
6
(4,220)
(3,422)
Share-based payments’ charge
6
(473)
(4,449)
Operating profit
79,504
53,362
b) Non-underlying items
Statutory measures are adjusted to exclude those events or transactions that, in the opinion of the Directors, by virtue of unusual size or nature,
or an infrequent/one off occurrence, distort the understanding of the performance for the year or comparability between periods. Such items
are separately classified as non-underlying items in these accounts. The Directors are of the view that the underlying items will improve a
reader’s understanding of the core performance of the businesses of the Group.
At the operating cost level, non-underlying items include expenses relating to the acquisition of new businesses; the integration of acquisitions
and the reorganisation of the internal operating and management structure and redundancy costs; non-cash charges of amortisation of
intangible fixed assets together with any impairment of intangible assets or goodwill; and any other items that may fit this definition. For the
year ended 30 September 2021, a reversal of sleep-in provision and a gain on bargain purchase were included in the determination of operating
profit. COVID-19 income and costs have been included as non-underlying operating profit for the years ended 30 September 2021 and
30 September 2020. Please refer Note 6 for a detailed explanation as to why each of these items are considered non-underlying.
At the financial expenses level, non-underlying items include costs relating to derivative financial instruments and include the movements
during the year in the fair value of the Group’s interest rate hedging arrangements which do not qualify for hedge accounting, together with
the quarterly cash settlement and accrual thereof. These items are considered by the Directors to meet the definition of non-underlying items.
Notes to the Company Financial Statements
continued
Appendix: Alternative Performance Measures
172
173
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
b) Non-underlying items continued
The impact of current and deferred tax on each of these items are considered in the non-underlying section, in addition to the impact of
deferred tax on account of the rate change.
We present a reconciliation of our underlying earnings to our statutory profit on a line by line basis including Operating profit, Finance expenses,
Profit before Tax and Taxation as follows:
2021
2020
Note
Underlying
£000
Non-
underlying
£000
Statutory
£000
Underlying
£000
Non-
underlying
£000
Statutory
£000
Operating profit
80,493
(989)
79,504
73,581
(20,219)
53,362
Financial expenses
9
(12,158)
(1,112)
(13,270)
(13,928)
(1,611)
(15,539)
Profit before tax
68,335
(2,101)
66,234
59,653
(21,830)
37,823
Taxation
6,10
(11,889)
(19,017)
(30,906)
(11,325)
553
(10,772)
Profit for the year
56,446
(21,118)
35,328
48,328
(21,277)
27,051
c) Net debt
A key performance indicator for many readers of accounts is the level of net debt within the business. Net debt comprises cash net of all loans
and borrowings as defined by the Group’s banking facilities. Accordingly, the Group provides information on its net debt which is reconciled
to the statutory financial statements as follows:
Note
2021
£000
2020
£000
Net debt in the balance sheet comprises:
Cash at bank and in hand
65,560
54,273
Bank loans
20
(317,896)
(317,122)
Shareholder loan
(1,758)
(1,833)
Lease and hire purchase contracts
14
(4,567)
(4,204)
Net debt at 30 September
(258,661)
(268,886)
d) Underlying earnings per share
Underlying earnings per share is calculated based on underlying profit for the year as calculated in note (b) above. This is reconciled to earnings
per share in note 12.
e) Operating cash flows before non-underlying items
Operating cash flows before non-underlying items is calculated based on operating cash flows adjusted non-underlying cash flows as
reconciled below.
Note
2021
£000
2020
£000
Operating cash flows before non-underlying items
96,594
94,222
Non-cash adjustment
903
–
Integration and restructuring costs
6
(4,177)
(3,795)
Payment of charitable donations
6
(1,203)
(702)
COVID-19 receipts
6
2,692
2,550
COVID-19 payments
6
(4,220)
(3,420)
Payment of acquisition costs
6
(759)
(545)
Cash inflows from operating activities
89,830
88,310
Company Number
04457287
Registered Office
5th Floor
Metropolitan House
3 Darkes Lane
Potters Bar
Herts
EN6 1AG
Directors
Farouq Sheikh OBE
(Group Executive Chairman)
Haroon Sheikh
(Group Chief Executive Officer)
Christopher Dickinson
(Group Chief Financial Officer)
Mike Adams OBE
(Executive Director)
Karl Monaghan
(Non-Executive Director)
Jamie Cumming
(Non-Executive Director)
Prof. Moira Livingston
(Non-Executive Director)
Solicitors
Charles Russell Speechlys
5 Fleet Place
London
EC4M 7RD
Ashurst LLP
Broadwalk House
5 Appold Street
London
EC2A 2HA
Nominated Adviser and Joint Broker
Panmure Gordon and Co
One New Change
London
EC4M 9AF
Joint Brokers
Numis Securities Ltd
10 Paternoster Square
London
EC4M 7LT
Auditor
Grant Thornton UK LLP
30 Finsbury Square
London
EC2A 1AG
Appendix: Alternative Performance Measures
continued
Directors and Advisers
Bankers
The Royal Bank of Scotland PLC
250 Bishopsgate
London
EC2M 4AA
Lloyds Bank PLC
Large Corporate
25 Gresham Street
London
EC2V 7HN
Santander Corporate Banking
2 Triton Square
Regents Place
London
NW1 3AN
HSBC UK Bank PLC
60 Queen Victoria St
London
EC4N 4TR
AIB Group (UK) PLC
Corporate Banking
9-10 Angel Court
London
EC2R 7AB
Barclays
Level 12
1 Churchill Place
London
E14 5HP
Clydesdale Bank PLC
138 New Street
Birmingham
B2 4JQ
Credit Suisse AG
The Gate
Dubai
United Arab Emirates
Registrars
Link Asset Services
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
West Yorkshire
HD8 OGA
174
175
CareTech Holdings PLC / Annual Report and Accounts 2021
FINANCIAL STATEMENTS
Printed by Pureprint, a CarbonNeutral® Company certified to ISO 14001
environmental management system.
100% of all dry waste associated with this production has been recycled.
This publication is printed on Arctic an FSC® certified paper produced mix
sourced material, manufactured at a mill that has ISO 14001 environmental
standard accreditation.
The paper is Carbon Balanced with World Land Trust, an international
conservation charity, who offset carbon emissions through the purchase
and preservation of high conservation value land. Through protecting standing
forests, under threat of clearance, carbon is locked-in, that would otherwise
be released.
CBP00019082504183028
176
CareTech Holdings PLC / Annual Report and Accounts 2021
With grateful thanks to Purple for advising
on design accessibility.