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AD. Adl

50.00
0.00 (0.00%)
03 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Adl LSE:AD. London Ordinary Share GB0005739999 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 50.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Final Results

30/09/2008 7:01am

UK Regulatory


    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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