The directors present the strategic report for the year ended 30 April 2022.
I am extremely pleased to report that during the last financial year our company donated nearly £50,000 to local charities. We also organized an extremely successful appeal for clothing, medicines, toiletries etc. for Ukraine and continued to engage the local community in keeping the stretch of the River Calder which runs through our site clear of rubbish. During the year in addition to our own tree planting, we worked with Ribble Rivers trust who planted several thousand native trees on our site as we continue to enhance our 50 acre Deer and Wildlife sanctuary.
In our previous financial year we were devastated by Covid which resulted in a loss of £1,273,862, this years results are considerably flattered by the temporary VAT reductions and rates relief.
Net pre-tax profit was £2, 679,507 or £4, 437,009 expressed in EBITDA
Perhaps more significant is the reduction in debt. Our senior debt facility in 2019 had a ceiling of £12,650,000 of which we borrowed £11,900,000. Since then our senior debt has fallen significantly , in addition the company has repaid in full the emergency CIBILS loan of £1,365,000.
In addition we look to commence construction of a major project which will double the size of our Spa and increase the capacity of Bertrams restaurant by over 35%.
Professional fees have been incurred during the year which have been capitalized, no construction contracts have been entered into, the budgeted cost of the project is £13 million.
The company has a strong management team, an extremely loyal workforce, enjoys an enormous amount of repeat business and is prepared for the undoubted challenges which lay ahead in the next 12 months .
Section 172 of the Companies Act 2006 requires a director of a group to act in a way they consider, in good faith would be most likely to promote the success of the group for the benefit of the members as a whole
The likely consequences of any decision in the long term
The board take account of all potential stakeholders when considering any long term decisions.
The interest of the group’s employees
The board recognise that employees are fundamental to the success of the business. The group offers a range of employee benefits, including a free gym membership. The company continues to issue regular correspondence to employees to keep them informed of the group’s current and future plans.
The group’s hotel, spa and leisure facilities have a reputation for providing a high quality service and one of the key elements which makes this possible is the employees. By acting in the interest of employees, it means that the group can continue to offer exceptional customer service throughout all of its facilities.
The need to foster the group’s relationship with suppliers, customers and others
The group understands the benefit of having strong relationships with suppliers and worked closely with them over the past couple of years to ensure they continued to be paid in line with payment terms despite the Covid-19 pandemic. The group is now reaping the benefits of these strong supply chains and is a priority when it comes to the delivery of products.
Our customers are of paramount importance and the group seeks to retain customers and establish long lasting relationships with them, which is underpinned by providing exceptional levels of customer service.
The impact of the group’s operations on the community and its environment
The group aims to recruit employees from the local area and strives to improve employment opportunities for local people. The local knowledge that these employees possess means they are able to offer recommendations to our customer base, which helps not only to benefit the wider local economy but aids in providing a high quality service.
The hotel is fitted out with energy efficient lighting, including lights in the corridors which are operated on a sensor basis, to minimise energy usage.
During the year, the group worked with the Ribble Rivers Trust to plant several thousand native trees across the group’s site as we continue to enhance our 50 acre Deer and Wildlife sanctuary.
The desirability of the group to maintaining a reputation for high standards of business conduct
The Woodland Spa has won various awards and has also received international recognition. The group works hard to deliver a high quality and sophisticated experience.
The group continues to engage with the local community in keeping the section of the River Calder, which runs through the group’s site, clear of any debris.
The need to act fairly between members of the group
The directors ensure that all major decisions which could potentially impact members of the group are discussed at board level. Weekly operations meetings are held and any decisions are discussed with senior members of all departments to ensure that all potential impacts are considered.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 April 2022.
The results for the year are set out on page 11.
No ordinary dividends were paid. The directors do not recommend a dividend payment on the group results.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The business' principal financial instruments comprise bank balances, bank loans and overdrafts, trade debtors, trade creditors, other loans and hire purchase obligations to the business. The main purpose of these instruments is to finance the business' operations and the development of its facilities.
In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating rates of interest. All of the business' cash balances are held in such a way that achieves a competitive rate of interest.
The group bank borrowings are variable interest loan arrangements.
Trade debtors are managed in respect of credit and cash flow risk in policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debts.
Trade creditors risk is managed by ensuring sufficient funds are available to meet amounts due.
Other loans comprise loans from the directors and other individuals.
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
The group provides management training courses. Employees are given clear career paths and the group focuses on promotion from within.
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting
To compare the emissions efficiency of the business year on year as the business changes, metrics have been used to analyse emissions and to measure progress. These intensity metrics consider the growth of the business and act as a measure of business performance and emissions. The company have utilised the revenue during the financial year to determine the tonnage of CO2 (equivalent) per £1,000,000 generated as the intensity ratio.
During the construction of the hotel facilities, the group ensured that energy efficient lighting was used. Lights within the corridors of the hotel are operated on a sensor basis, which assists in reducing electricity usage and thus any excess emissions generated.
To offset any adverse environmental impacts arising from the construction of various facilities, the group continues to work with local trusts to plant native tress on site, helping to enhance the 50 Acre Deer and Wildlife Sanctuary.
The group has acquired electric cars when possible in order to reduce emissions generated. When group car leases expire, it is group policy to replace these with electric alternatives when possible.
We have audited the financial statements of Andrew Brown Leisure Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2022 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
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 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 , and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of reference to a material uncertainty in this auditor’s report is not a guarantee that the company will continue in operation.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit :
the information given in the strategic report and the directors' r eport 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.
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 identifie d material misstatements in the strategic report and the directors' r eport .
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
As explained more fully in the directors' r esponsibilities s tatement, 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 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 company or to cease operations, or have no realistic alternative but to do so.
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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £263,984 (2021 - £1,009,998 loss).
Andrew Brown Leisure Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales . The registered office is Crow Wood Leisure Centre, Holme Road, Burnley, Lancashire, BB12 ORT.
The group consists of Andrew Brown Leisure Limited and its subsidiary Crow Wood Leisure Limited.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling , which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Andrew Brown Leisure Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates .
All financial statements are made up to 30 April 2022 . Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
These financial statements have been prepared on the going concern basis. The current economic climate presents risks for all businesses. During the year ended 30 April 2022, the group experienced an easing of Covid-19 related restrictions and for the majority of the financial year operated free of all restrictions. The resultant impact of this is a return to profitability, with the group taking advantage of a temporary VAT reduction and rates relief.
By taking appropriate cost cutting measures throughout periods of restriction, it has enabled the group to exit the pandemic in a positive position that had enabled the group to thrive and show improved trading performance both during the financial year and post year end.
These improved trading results, as well as a substantial level of bookings being made relating to the future use of spa, hotel facilities and weddings, has allowed the group to significantly reduce external borrowings during the year. To put this into context, in 2019 the group borrowings were £11,9000,000 and at the end of the 2022 financial year this senior debt is below £7,000,000, which includes full repayment of the CBILS loan drawn down in the previous financial year.
The directors are optimistic about future trading performance as bookings continue to be made across all facilities offered within the group’s trading sectors. The group now looks to commence construction of a major project which will double the size of the Spa and increase the capacity of one of the restaurants. Undoubtedly, this will further strengthen the potential future profitability of the group.
The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future, and therefore in their opinion, the financial statements should be prepared on a going concern basis.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
Turnover represents the invoiced amount of food and drink sold and other services provided net of value added tax. Turnover is recognised at the point at which the company has fulfilled its contractual obligations.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account .
Equity in vest ments are measured at fair value through profit or loss , except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably , which are recognised at cost less impairment until a reliable measure of fair value becomes available.
I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
If any indication of impairment exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss .
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price including transaction costs .
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors , bank loans and loans from fellow group companies that are classified as debt, are recognised at transaction price .
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised at transaction price.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets .
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.
Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met . Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable . A grant received before the recognition criteria are satisfied is recognised as a liability.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 30 April 2022 are as follows:
The directors' current accounts and other loans included within other creditors above are unsecured and interest is charged at an agreed rate.
The bank loans and overdrafts are secured by way of debentures over all group companies, a legal charge over the company's property and a personal guarantee by A W Brown. Additionally the bank have taken a charge over life policies executed by the company over the lives of certain directors.
The bank loans are subject to interest at 3.75% and 2.75% over the bank base rate and are repayable over 5 years.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Deferred income is included in the financial statements as follows:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The group 's bankers hold a composite guarantee securing the bank borrowings of the company and other group companies. At 30 April 202 2 , the total bank borrowings of the group amounted to £ 6,494,305 (202 1 - £11 ,213,318) .
During the year interest of £130,709 (2021 - £121,279) was charged to the company in respect of directors' loans. At the year end £2,382 (2021 - £69,658) of accrued interest is included within accruals and deferred income.
At the balance sheet date the amounts due to the directors and close family members was £2,614,007 (2021 - £2,516,919) and is included within other creditors.
The ultimate controlling party is A W Brown by virtue of his family interest.