RNS Number : 6200E
ADL PLC
30 September 2008
ADL plc
Directors' Report and Financial Statements
for the year ended
31 March 2008
Operational and financial highlights
Turnover increased 7% to �6,043,335 from �5,648,448
Gross profit improved by 9.9% to �2,278,913 from �2,073,287
Core operational profit before exceptional and property items up 0.4% to �918,533 from �914,501
Operating profit �117,444 compared to �891,551 in 2007
Loss after tax �462,898 compared to a profit of �357,295 in 2007
Group properties valued at �17.12m compared to �17.59m in 2007
Company and two executive directors have been charged with wilful neglect under the Mental Health Act
For further information please contact:
ADL plc
Jeremy Davies, Director 07860 717458
Blue Oar Securities
John Wakefield, Corporate Finance Director 0117 933 0020
Chairman's Statement
The year to 31 March 2008 was largely dominated with issues and allegations arising out of the actions of the current regulatory body
for the care industry, The Commission for Social Care Inspection (CSCI).
The amount of senior management time expended and the considerable costs of external advisors have naturally been a severe constraint on
our business of caring for the elderly. The Group has a total of 329 operational beds (out of 346 registered for care) in 11 separate
facilities. The Company's properties have been valued by Christie & Co as at 31 March 2008 at �17.12m at which time indebtedness was �8.45m
and no repayments are due until 30 October 2009.
All of these 11 facilities contributed positively to the profit of the Group, operating cash flow covered all financing costs and
contributed to the payment of exceptional costs.
The turnover for the year showed an increase of 7.0% over the previous year to �6,043,335. The gross profit earned amounted to
�2,278,913 (2007: �2,073,287), an increase of 9.9%.
Core profitability, before exceptional items, profits or losses related to property transactions, interest and tax, rose from �914,501
in 2007 to �918,533 in 2008, an increase of 0.4%.
The operating profit, after the exceptional costs of �651,090 attributable to professional fees incurred on an acquisition which had to
be aborted following CSCI's actions, legal fees incurred in connection with defending the Company against the resultant legal proceedings
and settlement of a claim by a former director, amounted to �117,444 (2007: �891,552) .
The resultant loss for the period was �462,898 (2007: Profit of �357,295) equivalent to a loss of 4.68 pence per share (2007: profit
3.61 pence per share).
Since the year end on 31 March 2008, the two executive directors have been engaged with the Company's legal advisors to deny and refute
the allegations of CSCI which form the basis of both the action taken to close Newsham House and the charges under the Mental Health Act.
The Company has been advised that the case against it in respect of the allegation of wilful neglect has little or no merit and should it
come to trial, will be strenuously defended. The two executive directors are similarly advised and will separately contest the charges
against them.
The impact of the legal proceedings is a major cause of concern and affects the long term future of your Company as a provider of care
for the elderly. Accordingly, the directors are considering how best to maintain shareholder value and recognise that this might involve
operating differently, possibly in conjunction or in partnership with others.
These times remain difficult for our staff to whom I am grateful for their continued loyalty and dedication to our residents and to you
as a shareholder.
Sir William Wells
Chairman
29 September 2008
Managing Director's Report
Group Development
Despite our intention to acquire a group of five homes, once the Company was charged funding was no longer available and therefore the
Company has been forced to write off the abortive costs of �310,112.
Property
The Company has secured the outstanding money (�249,000) after the year end from the developer at Morton by taking the leasehold
interest in a flat in exchange for discharging the outstanding charge to cover the loan. It is the Company's intention to utilise this flat
for staff on an Assured Short hold Tenancy until such time as the market returns for the sale of apartments of this type.
The surplus land at Allambie, which was contracted to be sold subject to the obtaining of a valid planning consent for residential
development, has not progressed. The Developer, Garalexin, notified us in April that they would not be proceeding. Your Board has assessed
the provision of care beds in the area and will, when funds allow, be seeking Planning Consent for the provision of 24 beds to increase the
registration to 60 beds.
Jeremy Davies
Director
29 September 2008
Group Income Statement
for the year ended 31 March 2008
Year to Year to
Notes 31 Mar 08 31 Mar 07
�'000 �'000
Revenue 1
Continuing operations 6,043 4,973
Acquisitions - 675
6,043 5,648
Cost of Sales
Continuing operations 3,764 3,166
Acquisitions - 409
3,764 3,575
Gross Profit 2,279 2,073
Administrative expenses
- continuing operations (1,497) (1,239)
- acquisitions - (89)
Other operating 2 136 169
income
(1,361) (1,159)
Operational profit before exceptional and other gains and losses 918 914
Exceptional costs 2 (651) (255)
Other gains or (losses) 2 (150) 233
(801) (22)
Profit from operations 2 117 892
Continuing operations 117 715
Acquisitions - 177
117 892
Finance income 6 20 11
Finance costs 7 (614) (527)
(Loss)/profit on ordinary activities before tax (477) 376
Corporation tax credit /(expense) 8 14 (18)
(Loss)/profit for the financial year (463) 358
(Loss)/earnings per ordinary share attributable to the equity holders of the Company- 9 (4.68)p 3.61p
basic and diluted
All of the activities of the group are classed as continuing.
The company has taken advantage of section 230 of the Companies Act 1985 not to publish its own Profit and Loss Account.
Group Balance Sheet
at 31 March 2008
Notes 31 Mar 08 31 Mar 07
�'000 �'000
Non-current assets
Intangible assets 10 891 1,006
Property, plant and equipment 11 16,180 16,432
Investments 12 2 2
Deferred tax assets 21 37 44
17,110 17,484
Non-current assets held for sale 16 500 600
Current assets
Inventories 13 9 11
Trade and other receivables 14 852 891
Cash and cash equivalents 15 567 341
1,428 1,243
Total assets 19,038 19,327
Current liabilities
Trade and other payables 17 (1,235) (900)
Corporation tax liabilities (5) (34)
(1,240) (934)
Non-current liabilities
Borrowings 18 (8,456) (8,337)
Deferred tax 21 (1,172) (1,446)
(9,628) (9,783)
Total liabilities (10,868) (10,717)
Net assets 8,170 8,610
Capital and Reserves attributable to Equity holders of the Company
Called-up share capital 23 1,522 1,522
Share premium account 24 3,712 3,712
Revaluation reserve 24 2,876 2,968
Retained earnings 24 60 408
Total equity 8,170 8,610
Net assets per ordinary share 26 82.6p 87.1p
Group Statement of Changes in Equity
for the year ended 31 March 2008
Share Share Revaluation Profit & Loss
Capital Premium Reserve Account Total
�'000 �'000 �'000 �'000 �'000
Balance at 1 April 2006 1,522 3,712 1,926 69 7,229
Profit for the year 158 158
Transfer to profit and loss (80) 80 -
Revaluation net of 1,322 1,322
tax
Transfer of land for resale to (200) 200 -
income
Dividends (99) (99)
Balance at 31 March 2007 1,522 3,712 2,968 408 8,610
(Loss) for the year (463) (463)
Transfer to profit and loss (115) 115 -
Revaluation net of 23 23
tax
Balance at 31 March 2008 1,522 3,712 2,876 60 8,170
Group Cash Flow Statement
for the year ended 31 March 2008
Year to Year to
Notes 31 Mar 08 31 Mar 07
�'000 �'000
Cash flows from operating activities
Operating profit 117 892
Amortisation 115 80
Amortisation of finance costs 19 119
Depreciation 2 18
Loss / (profit) on disposal of fixed assets 50 (1)
Fair value of non current assets held for sale 100 (200)
Decrease / (increase) in inventories 2 -
Decrease / (increase) in trade and other receivables (11) 100
Increase in trade and other payables 335 120
UK Corporation tax paid (9) (46)
Net Cash Inflow from Operating Activities 720 1,082
Cash flows from investing activities
Purchase of Solutions (Yorkshire) - (2,469)
Ltd
Sale of Nightingale Nursing Home - 800
Interest received 20 11
Interest paid (614) (527)
Finance charges paid - (127)
Net Cash (used in) investing activities (594) (2,312)
Cash flows from financing activities
Proceeds from borrowings 100 9,250
Repayment of amounts borrowed - (6,900)
Dividends paid - (99)
Net Cash from financing activities 100 2,251
Net increase in cash and cash equivalents 226 1,021
Cash and cash equivalents at beginning of year 341 (680)
Cash and cash equivalents at end of year 15 567 341
Notes to the Financial Statements
1. Revenue
Revenue represents amounts derived from the provision of services which fall within the group's continuing ordinary activities.
The activity of the business is the provision of residential care to elderly people and elderly people with mental disorders or
dementia, and as such comprises one business, or primary format, as required by IAS 14. The group operates within one principal geographic
market, the United Kingdom, and all sales are made within the United Kingdom.
2. Profit from operations
Operating profit includes other operating income: 2008 2007
�'000 �'000
South Garth profit share 38 61
Newford Limited dividends 98 108
136 169
Operating profit includes other gains or (losses) 2008 2007
�'000 �'000
(Loss) / gain on disposal of property (50) 33
Unrealised (loss) / gain on recognition of non-current assets held for sale (100) 200
(150) 233
Operating profit is stated after charging: 2008 2007
�'000 �'000
Depreciation 2 18
Amortisation (including finance costs) 134 80
Exceptional costs 651 256
The exceptional costs comprises three elements; �310,112 in corporate finance costs which had previously been capitalised and were
incurred on the abortive acquisition of a group of five care homes in Bradford, �285,978 in legal fees incurred by the Company in defending
itself and two directors from charges raised by the Crown, and exceptional costs of �55,000 that were incurred as a result of the
unsuccessful defence by the Company of a claim for wrongful dismissal by a former executive director of the Group, who had relocated to the
USA.
3. Auditors' remuneration
Auditors' remuneration for audit and non audit services is analysed below:
2008 2007
�'000 �'000
Fees payable for the audit of the company's financial statements 34 48
Fees payable for the audit of the company's subsidiaries 12
12
Fees payable for other services pursuant to legislation - 18
Fees payable for tax services 4 4
Fees payable for services relating to corporate finance transactions 55 126
Fees payable for assistance with IFRS 10 -
4. Staff costs
The average number of staff employed (full time equivalents) by the group during the year amounted to:
2008 2007
No. No.
Engaged in provision of care 119 142
Catering, domestic and maintenance 61 44
Management and administration 14 18
194 204
The aggregate payroll costs of the above were:
2008 2007
�'000 �'000
Wages and salaries 3,228 3,017
Social security costs 231 232
3,459 3,249
5. Directors' emoluments
The directors' aggregate emoluments in respect of qualifying services were:
2008 2007
�'000 �'000
Emoluments including benefits 168 244
Compensation for loss of office 55 55
223 299
The highest paid director's emoluments amounted to �55,000 (2007: �55,000)
6. Finance income
2008 2007
�'000 �'000
Bank interest received 20 11
7. Finance costs
2008 2007
�'000 �'000
Bank loan interest payable 614 527
8. Income tax (credit)/expense
The tax is calculated as follows: 2008 2007
�'000 �'000
UK corporation tax - 23
Adjustment in respect of prior year (21) (12)
Total current tax (21) 11
Deferred tax 7 7
Tax on (loss) / profit on ordinary activities (14) 18
Factors affecting the current tax for the period:
The tax (credit) / charge for the year does not equate to the (loss) / profit for the year at the standard rate of UK corporation tax.
The differences are explained below:
2008 2007
�'000 �'000
(Loss)/profit on ordinary activities (477) 376
before tax
(Loss)/profit on ordinary activities by rate of tax - 2008: 20% (2007: (95) 71
19%)
Difference between depreciation and capital allowances (2) (5)
Amortisation 27 16
Dividends not taxed (20) (21)
Unrealised 30 (38)
losses/(gains)
Disallowable 66 -
expenses
Other differences (26) (12)
(21) 11
9. (Loss)/earnings per share
The (loss)/earnings per share are based on the loss for the year of �462,898 (2007: profit �357,295) divided by 9,885,694 (2007:
9,885,694) ordinary shares, being the weighted average number of shares in issue during the year.
2008 2007
Pence Pence
(Loss)/earnings per ordinary share (4.68) 3.61
10. Intangible fixed assets
Intangible assets Total
Goodwill
Cost or valuation �'000 �'000 �'000
At 1 April 2006 382 640 1,022
Additions 104 - 104
At 1 April 2007 486 640 1,126
Impairment - - -
At 31 March 2008 486 640 1,126
Amortisation
At 1 April 2006 40 - 40
Charge for the year - 80 80
At 1 April 2007 40 80 120
Charge for the year - 115 115
At 31 March 2008 40 195 235
Net book value
At 31 March 2008 446 445 891
At 31 March 2007 446 560 1,006
At 31 March 2006 342 640 982
11. Property, plant and equipment
Freehold Motor Vehicles Fixtures and Office Total
Property Fittings Equipm
ent
Cost or valuation �'000 �'000 �'000 �'000 �'000
At 1 April 2006 13,487 24 7 99 13,617
Additions 2,400 - - - 2,400
Disposals (800) (24) - - (824)
Revaluation 1,943 - - - 1,943
Transfers to non (600) - - - (600)
current assets held
for sale
At 1 April 2007 16,430 - 7 99 16,536
Impairment (250) - - - (250)
At 31 March 2008 16,180 - 7 99 16,286
Depreciation
At 1 April 2006 - 24 4 82 110
Charge for the year - - 2 16 18
Disposals - (24) - - (24)
At 1 April 2007 - - 6 98 104
Charge for the year - - 1 1 2
At 31 March 2008 - - 7 99 106
Net book value
At 31 March 2008 16,180 -. - - 16,180
At 31 March 2007 16,430 - 1 1 16,432
At 31 March 2006 13,487 - 3 17 13,507
The freehold properties are held for long term retention and were valued by Christie & Co (valuers, surveyors and agents) at 31 March
2008 at open market valuation for existing use on an individual property basis in accordance with The Appraisal and Valuation Standards
published by the Royal Institution of Chartered Surveyors. The portfolio basis has been used in the Group valuation.
The historical cost of the freehold property at 31 March 2008 was �12,202,518.
12. Investments
The investment of �1,600 represents the cost of one Newford Limited redeemable 'B' share of �1.
Subsidiary Country of Holding Proportion of voting Nature of business
Undertakings incorporation rights and shares
held
Woodland Healthcare Limited England Ordinary 100% Care home operator
Solutions (Yorkshire) Limited England Ordinary 100% Care home operator
Woodland Nursing Homes Limited England Ordinary 100% Dormant
The Knoll Nursing Home Limited England Ordinary 100% Dormant
Barleyglow Limited England Ordinary 100% Dormant
13. Inventories
2008 2007
�'000 �'000
Inventories 9 11
14. Receivables and prepayments
2008 2007
�'000 �'000
Trade and other receivables 516 260
Other debtors 27 28
Deferred consideration Morton Manor 249 249
Prepayments and accrued income 60 354
852 891
None of the trade receivables are secured by collateral or other credit enhancements. The major proportion of the fees receivable is
due from local councils and social services.
At 31 March 2008, trade receivables of �309,596 (31 March 2007: �59,509) were overdue but not impaired. These relate to a number of
independent customers for whom there is no recent history of default. The ageing of these receivables is:
2008 2007
�'000 �'000
Up to 3 months 181 60
3 to 6 months 129 -
Over 6 months - -
Total 310 60
Trade debtors are stated net of bad debt provisions, the movement on which was as follows:
2008 2007
�'000 �'000
1 April 2007 243 179
Charge for the year 88 64
31 March 2008 331 243
15. Cash and cash equivalents
2008 2007
�'000 �'000
Cash at bank and in hand 567 341
16. Non current assets held for sale
2008 2007
�'000 �'000
At 1 April 2007 600 -
Transfers from Freehold Property - 600
Impairment (100) -
500 600
Surplus development land at Newsham House, Morton Close and The Knoll was valued by Christie & Co (valuers, surveyors and agents) at
�600,000 as at 31 March 2007. Of this amount �400,000 relates to land at Newsham House for which sale contracts have been exchanged after
the year end at a value of approximately �300,000 net of costs.
17. Current liabilities
2008 2007
�'000 �'000
Trade and other payables 281 189
PAYE and social security 157 184
Other creditors 515 342
Accruals and deferred income 282 185
1,235 900
18. Non current liabilities
2008 2007
�'000 �'000
Borrowings:
Bank loans 8,450 8,450
Less finance costs (94) (113)
8,356 8,337
Other loans 100 -
8,456 8,337
The bank loan is secured by way of a legal charge and fixed and floating charges over all the Company's and the Group's freehold
properties and other assets both present and future. Interest on the bank loan is 1.25% over LIBOR and is repayable in instalments.
Finance costs incurred in obtaining bank loans are written off over the period of the loan. The loan facility of �24,200,000 was
reduced to �9,000,000 at the Company's request with effect from 4 April 2008.
Other loans comprise �100,000 lent to the Group by Atreus Investments Limited, a company controlled by Jeremy Davies, one of the
directors, pursuant to an undertaking given to provide some of the funding for the Group's on-going legal actions. This amount was unsecured
as at 31 March 2008. Mr Davies has confirmed that it is not due for repayment in less than one year, and no interest has yet been charged.
19. Non current liabilities - capital instruments
Non current liabilities include finance capital which is due for repayment as follows:
2008 2007
�'000 �'000
Amounts repayable:
In one year or less or on demand - -
In more than one year but not more than two years 311 -
In more than two years but not more than five years 1,268 1,056
In more than five years 6,971 7,394
8,550 8,450
20. Bank loans and overdrafts
The Group's financial instruments comprise borrowings, some cash and liquid resources, and various items, such as trade receivables,
trade payables etc that arise directly from its operations. The main purpose of these financial instruments is to provide finance for the
Group's operations.
The interest rate profile of the financial liabilities was as 2008 2007
follows:
�'000 �'000
Floating rate:
Other loan 100 -
Bank loan 8,450 8,450
8,550 8,450
The interest rate on floating rate financial liabilities is 1.25% above LIBOR for the bank loan (2007: 1.25% above LIBOR). No interest
has yet been charged on the other loan.
The Group finances its operations through a mixture of retained profits and bank borrowings.
It is, and has been throughout the year under review, the Group's policy that no trading in financial instruments shall be undertaken.
The main risks arising from the Group's financial instruments are interest rate risk and liquidity risk. The directors review and agree
policies for managing each of these risks and they are summarised below:
Interest Rate Risk:
At the year end none of the Group's borrowings were at fixed rates (2007: nil).
On 21 April 2004 the Company purchased through a Bank an interest rate cap of a 6% interest rate, on an amount of �5 million from 30
April 2004 to 30 April 2009, at a cost of �87,000. This cost has been capitalised and is being amortised over the life of the interest rate
cap.
Liquidity Risk:
As regards liquidity, the Group's policy has throughout the year been to ensure continuity of funding. In order that this is achieved,
the Group maintains close control over future cash flows and regularly reviews medium and long-term finance against those future cash
flows.
On 4 April 2008 the Natixis facility was reduced to �9 million at the Company's request.
Repayment of Facility: The Company must repay the loan in the following amounts on the following dates:
Repayment date Amount
30 October 2009 �211,250
30 April 2010 �211,250
30 October 2010 �211,250
30 April 2011 �211,250
30 October 2011 �211,250
30 April 2012 �211,250
30 October 2012 �211,250
30 April 2013 �6,971,250
Total �8,450,000
On each of the above repayment dates, the Company must repay the loan in the amount of 2.5% of the aggregate of all amounts from time to
time advanced under the loan and, on the final repayment date, the Company must repay in full all amounts outstanding under the loan. Based
on �8,450,000 loan drawn at 31 March 2007, �211,250 is repayable on each of the above repayment dates with a final repayment of �6,971,250
on 30 April 2013.
Further drawings on the Natixis facility are subject to Natixis being satisfied in all respects with the proposed acquisition to be
funded and that the loan does not exceed 70% of the value of the Group's charged properties. Following discussions with the bank, the
company requested that the facility be reduced to �9m as of 4 April 2008.
The interest rate is 1.25% over LIBOR falling to 1.125% over LIBOR if net interest cover is between 2.5 and 2.75 times EBITDA and 1%
over LIBOR if net interest cover is over 2.75 times EBITDA.
There are no repayments due on the Natixis loan facility until 30 October 2009.
No repayment term has been agreed on the other loan.
21. Deferred taxation
2008 2007
�'000 �'000
At 1 April 2007 44 51
Charge to profit and loss account (7) (7)
At 31 March 2008 37 44
The deferred taxation asset included in non current assets represents the excess of capital allowances over depreciation.
The Directors have made provision in the Financial Statements for deferred tax on the revaluation of the Group's intangible assets and
freehold properties as these assets are held for continuing use in the business. The amounts provided at the end of each year were as
follows:
2008 2007
�'000 �'000
At 1 April 2007 1,446 824
Revaluation of intangible and freehold properties (274) 622
At 31 March 2008 1,172 1,446
22. Related party transactions
During the year ended 31 March 2008 the Company paid �12,000 to Mrs P L Jackson, a director, for the rent of the Company's head office
(2007: �12,000).
During the year ended 31 March 2008, Energy Telecom Limited, a company of which W J Davies is a director and shareholder, provided
telecommunications services to the Group for a consideration of �8,476 (2007: �10,360).
All of the above transactions were on an arm's length basis.
P L Jackson is owed �64,821 deferred consideration following the purchase of Solutions (Yorkshire) Limited in 2007. This amount is
unsecured and included in current creditors.
During the year ended 31 March 2008 Atreus Investments Limited, a company controlled by W J Davies, lent �100,000 to the company, which
as at 31 March 2008 remains outstanding and is unsecured.
23. Share capital
Authorised share capital: 2008 2007
�'000 �'000
15,000,000 Ordinary shares of �0.05 each 750 750
45,000,000 Deferred non equity shares of �0.05 each 2,250 2,250
3,000 3,000
31 March 2008 31 March 2007
Allotted, called up and fully No. �'000 No. �'000
paid:
Ordinary shares of �0.05 each 9,885,694 494 9,885,694 494
Deferred non equity shares of 20,550,798 1,028 20,550,798 1,028
�0.05 each
30,436,492 1,522 30,436,492 1,522
The deferred shares, issued in January 2001, are considered to be non equity shares since they carry no voting rights, no rights to
receive a dividend and have no value in a winding up unless ordinary share valuation exceeds �1,000 per share. Whilst they are stated in the
financial statements at their nominal value, they have no commercial value.
24. Reserves
Share Share Revaluation Profit
and
Loss
Capital Premium Reserve Account Total
�'000 �'000 �'000 �'000 �'000
At 1 April 2006 1,522 3,712 1,926 69 7,229
Profit for the year 158 158
Revaluation 1,322
Transfer of land for resale (200) 200 -
Dividends (99) (99)
Transfer to profit and loss (80) 80
At 31 March 2007 1,522 3,712 2,968 508 8,610
(Loss) for the year (463) (463)
Transfer to profit and loss (115) 115 -
Revaluation 23 23
At 31 March 2008 1,522 3,712 2,876 60 8,170
25. Reconciliation of movement in shareholders' funds
2008 2007
�'000 �'000
Profit/(loss) for the year (463) 158
Revaluation 23 1,322
Dividends paid - (99)
Net (decrease)/increase in shareholders' funders (440) 1,381
Opening shareholders' funds 8,610 7,229
Closing shareholders' funds 8,170 8,610
26. Net assets per share
The net assets per share are based on the net assets as at 31 March 2008 of �8,170,000 (2007: �8,610,000) and on 9,885,694 (2007:
9,885,694) ordinary shares, being the weighted average number of shares in issue during the year.
2008 2007
Pence Pence
Net assets per ordinary share 82.6 87.1
27. Dividends
Dividends charged to reserves in accordance with IAS 10 are as follows:
2008 2007
Pence �'000 Pence �'000
Interim - - 1 99
Final - - - -
- - 1 99
28. Comparative period
The corresponding amounts in the prior period for the audited financial statements for the year ended 31 March 2007 have been adjusted
for the effects of changes to accounting policies on transition to IFRS as follows:
(a) Goodwill arising on the acquisition of Newsham House Limited, Woodland Healthcare Limited and Solutions (Yorkshire) Limited of
�23,577 in the year to 31 March 2007 has been written back to the profit and loss account and Goodwill on the balance sheet.
(b) Deferred tax arising on the revaluation of properties as at 31 March 2007 of �1,446,000 has been provided in full and deducted from
the Revaluation Reserve. Deferred tax arising on the revaluation of properties as at 1 April 2006 of �824,000 has been provided in full and
deducted from the Revaluation Reserve.
(c) Non-current assets held for sale comprise surplus land at Newsham House, Morton Manor and the Knoll which has been transferred from
non-current assets as at 31 March 2007 in accordance with IFRS 5, "Non-current Assets Held for Sale and Discontinued Operations". �200,000
has been transferred from the revaluation reserve and included in income for the year ended 31 March 2007 accordingly.
(d) The interim accounts for the six months ended 30 September 2007 included an adjustment in respect of the conversion to IFRS (as
described in (c) above) for the year ended 31 March 2007 of �700,000 in respect of the transfer of surplus land from fixed assets to non
current assets held for sale.
This adjustment was subsequently found to be overstated by �500,000 and has been amended in the Group Financial Statements to 31 March
2008.
29. Litigation
As announced on 5 September 2007, the Company and two of its directors were charged on 4 September 2007 with wilful neglect under the
Mental Health Act 1983 section 127(1). The Company and its two directors will vigorously defend the charges.
30. Post Balance Sheet Events
On 4 July 2008 the Bradford Metropolitan District Council, in contravention of their contract with the Company, removed all the
residents from The Knoll nursing home in Bradford. The Company has sought explanations for this action and it continues to maintain the
property with the intention of readmitting residents. The Company has sought legal advice and may consider a claim for breach of contract.
The Knoll nursing home has been valued by professional valuers on an existing use basis as a nursing home at �2,080,000 on a portfolio
basis as at 31 March 2008. The market value of the property if it remains a closed nursing home is �1,200,000. In the Group Financial
Statements this would result in a reduction in freehold property values of �880,000 of which �586,000 net of tax at 28% would be deducted
from the revaluation reserve and the group loss for the year would increase by �66,000 resulting in a reduction in net assets of �652,000.
ADL has been informed that it is the intention of CSCI to rescind the registration of Newsham House in Gloucester and this is being
strenuously contested but as yet no date for the relevant tribunal hearing has been set.
Newsham House nursing home has been valued by professional valuers on an existing use basis as a nursing home at �3,120,000. The market
value of the property if the home was closed is estimated to be �1,600,000. If this were to happen this would result in a reduction in
freehold property values of �1,520,000 of which �1,095,000 net of tax at 28% would be deducted from revaluation reserves resulting in a
reduction in net assets of �1,095,000.
Contracts were exchanged to sell surplus land at Newsham House for �350,000 on 29 May 2008, with the Group to pay for ground works to
change the access way and provide landscaping and car parking for the Home, which it is estimated may cost up to �50,000.
31. Ultimate controlling party
W J Davies, by virtue of his 50.02% shareholding, controls the Company.
32. Annual General Meeting
The Annual General Meeting of ADL plc will be held at the offices of Blue Oar Securities Plc, 30 Old Broad Street, London EC2N 1HT at
12.00 noon on Tuesday 28 October 2008.
The Annual Report and Accounts for the year ended 31 March 2008 will be sent by post to all shareholders today. The Annual Report and
Accounts may also be viewed on ADL plc's website at www.adlcare.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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