The directors present the strategic report for the year ended 31 December 2021.
Sales for the year were £41.6m (2020: £21.6m). Gross profit for the year was £35.0m - 84% (2020: £17.0m - 78%).
Average occupancy for the year for the Resort hotel was 50% (2020: 34%), with an average room rate of £135 (2020: £88).
TREVPAR (total revenue per available room) for the Resort hotel for the year was £219 (2020: £113).
Average occupancy for the Coldra Court hotel was 73% (2020: 58%), with an average room rate of £77 (2020: £61).
Average occupancy for the Ty Magor Hotel was 43% (2020: 23%), with an average room rate of £63 (2020: £53).
These are the group's key measures of operational performance.
Earnings before interest, tax, depreciation and amortisation (EBITDA) were £6.6m (2020: -£4.4m), being operating profit of £2.6m (2020: operating loss £8.4m) plus depreciation of £4.0m (2020: £4.0m). This includes HMRC and Welsh Government Covid-19 assistance of £2.5m (2020: £7.6m). EBITDA is the group's key measure of financial performance. The prior year was severely affected by Covid-19.
The balance sheets on page 15 and page 16 present the group's and the company's financial position at 31 December 2021. These show net current assets of £10.4m (2020: £8.6m) and £10.9m (2020: £9.1m) for the group and company respectively. The group had net assets at 31 December 2021 of £72.6m (2020: £70.3m) and the company net assets of £78.4m (2020: £74.6m). The directors are satisfied with the financial position of the group and the company at 31 December 2021.
The group made further equity investments during 2021 into International Convention Centre Wales Limited, a joint venture company, of £0.65m (2020: £1.0m), in the form of cash.
2021 also saw the group commence its first hotel management contract with the opening of the Parkgate Hotel in Cardiff.
The group's activities expose it to a number of financial risks including price risk, credit risk, cash flow risk and liquidity risk. The use of financial derivatives is governed by the group's policies approved by the board of directors, which provide written principles on the use of financial derivatives to manage these risks. The group does not use derivative financial instruments for speculative purposes.
Cash flow risk
Interest bearing assets and liabilities are subject to variable interest rates, although the group has entered into interest rate swaps to fix the margin on certain liabilities.
Credit risk
The group's principal financial assets are bank balances and cash, and trade and other receivables.
The group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.
Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses a mixture of long-term and short-term debt finance.
Price risk
The group is exposed to commodity price risk. The group does not manage its exposure to commodity price risk due to cost benefit considerations.
The directors expect the activity level to return to pre Covid-19 levels in 2022. The board is also still continuing to seek strategic opportunities to expand the group’s future operations.
The directors aim to act in good faith to promote the group’s success in a fair manner with high standards of business conduct.
We recognise that our employees are our most important asset. We aim to be a responsible employer in our approach to pay and benefits, and we treat the health, safety and wellbeing of our employees with the utmost importance.
The directors recognise that the continued success of the group is heavily dependent upon the guest experience we provide. As such, ensuring that all our guests have the best experience possible is a key priority in how we operate.
The directors understand the significance of the group’s suppliers in delivering the long-term plans of the group. We work with a large range of suppliers and use local suppliers wherever possible. We aim to work collaboratively with our key suppliers to ensure the best outcome for all parties.
The group is one of the major employers in the Newport area and we work with local partners and the community in the delivery of our sporting and seasonal events, and to support fundraising activities.
The directors take the reputation of the group very seriously. It is our intention to always behave responsibly and to ensure that the business operates in a responsible manner, adhering to high standards of business conduct and good governance. We recognise that the maintenance of our good reputation, founded on responsible behaviour and conduct, is fundamental to the long-term success of the group.
The group is committed to reducing adverse impacts on the environment. Further detail on this can be found in our Streamlined Energy and Carbon Report on pages 5 to 7.
By order of the board
The directors present their annual report and financial statements for the year ended 31 December 2021.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The results for the year are set out on page 13, a review of business is set out in the strategic report of page 1.
No ordinary dividends were paid. The directors do not recommend payment of a dividend.
The group's policy is to consult and discuss with employees, through staff councils and at regular meetings, matters likely to affect employees' interests.
Information of 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.
Details of future developments can be found in the Strategic Report on page 2 and form part of this report by cross-reference.
UHY Hacker Young have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.
Energy Efficiency
As the business continued its recovery from the start of the pandemic in 2020, limited capital was available for energy efficiency; however, The Celtic Collection continued to invest in its LED conversion across the estate, as well as continuing to improve its metering infrastructure for improved energy management. The Celtic Collection also continued with its building management system upgrade to improve the operating efficiency of some of its most energy intensive equipment. These, coupled with similar measures in 2020 showed strong improvements in the business’ emissions. The biggest impact on overall emissions was gained through improved efficiency from lessons learned in 2020, allowing maintenance staff to target poorly controlled or obsolete equipment, allowing the business to streamline its operations. This is shown in figure 2, with the continued downward trend in both CO2e emissions against floor area and business revenue, without the same level of annual capital expenditure prior to the start of the Covid19 pandemic.
The Celtic Collection continues to boast some significant benefits from its ongoing energy efficiency and environmental projects, including:
- The launch of compulsory induction environmental awareness training to all permanent staff.
- Regular energy and environmental updates to all staff during meetings and through monthly reporting via the Collection employee online platform.
- Continuing the fitting of low-wattage and LED bulbs, now covering >95% of the Collection.
- Installation of timed heating, lighting and cooling equipment based on room occupation.
- Installation of over 100 sub-meters to continually monitor gas, electric, water and heat used to minimise energy wastage and reduce our carbon footprint.
- Installation of two 200KW and one 125KW combined heat and power generators to reduce CO2 emissions by up to 900 tonnes per year.
- Installation of inverters and air sensors in the underground carpark, kitchens and public areas reducing emissions by 160 tonnes CO2 every year.
- The launch of deposit scheme Ecocups for Celtic Manor events, as well as the removal of single-use plastic packaging and installation of ‘Hydration Stations’ across the Resort conference centre to encourage delegates to refill and re-use, reducing plastic waste by over 4 tonnes every year.
- 93 hectares of maintained woodland across the Celtic Manor Resort estate, enough trees to offset 465 tonnes of CO2 every year.
- 100% self-sustained irrigation system on all three resort golf courses.
- Introduction of a fleet of electric cars for internal use throughout the Collection.
The effect of the Covid-19 outbreak has been considered as part of the group's adoption of the going concern basis. Trading was significantly impacted by Covid-19 with the majority of the group’s operations being closed for business for significant periods of time in line with government guidance adversely impacting trading in 2020 and 2021.
All appropriate measures have been taken to reduce the impact of Covid-19 on the group, including cost reduction and the postponement of any major capital expenditure projects where appropriate.
At 31 December 2021 the group held cash at bank and in hand, net of overdrafts, of £9.8m. Furthermore the board is confident of the continued support of its lenders and the group also has a very supportive parent undertaking that is committed to the long term success of the group, and is willing and capable of providing additional funding to the group if required. The directors are therefore confident that the group will be able to operate as a going concern for at least 12 months from the approval date of the financial statements.
The parent company, Wesley Clover International Corporation, has confirmed that it will provide such financial support as is required to enable the group to meet its obligations as they fall due, for at least the next twelve months from the date of approval of these financial statements. Based on these indications the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.
We have audited the financial statements of The Celtic Manor Resort Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2021 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.
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 financial statement. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.
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' responsibilities statement, 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and ISO standards;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities 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.
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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £3,852,000 (2020: £8,681,000 loss).
The Celtic Manor Resort Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is C/o Celtic Manor Resort, Coldra Woods, Newport, United Kingdom, NP18 1HQ.
The group consists of The Celtic Manor Resort Limited and all of its subsidiaries.
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 amounts in these financial statements are rounded to the nearest £'000.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being the parent of a group that prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £3,852,000 (2020: £8,681,000 loss).
The consolidated financial statements incorporate those of The Celtic Manor Resort Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).
All financial statements are made up to 31 December 2021. 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 group.
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.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
The effect of the Covid-19 outbreak has been considered as part of the group's adoption of the going concern basis. Trading was significantly impacted by Covid-19 with the majority of the group’s operations being closed for business for significant periods of time in line with government guidance adversely impacting trading in 2020 and 2021.
All appropriate measures have been taken to reduce the impact of Covid-19 on the group, including cost reduction and the postponement of any major capital expenditure projects where appropriate.
At 31 December 2021 the group held cash at bank and in hand, net of overdrafts, of £9.8m. Furthermore the board is confident of the continued support of its lenders and the group also has a very supportive parent undertaking that is committed to the long term success of the group, and is willing and capable of providing additional funding to the group if required. The directors are therefore confident that the group will be able to operate as a going concern for at least 12 months from the approval date of the financial statements.
The parent company, Wesley Clover International Corporation, has confirmed that it will provide such financial support as is required to enable the group to meet its obligations as they fall due, for at least the next twelve months from the date of approval of these financial statements. Based on these indications the directors believe that it remains appropriate to prepare the financial statements 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. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from the provision of professional services is recognised when the service has been provided, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Freehold land and assets in the course of construction are not depreciated.
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 investments 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.
In the parent company financial statements, investments in subsidiaries 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.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
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 initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. 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 initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
The 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 carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
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 leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.
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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Trading was significantly impacted by Covid-19 in 2019 and 2020 with the majority of the group’s operations being closed for business for significant periods of time in line with government guidance; whilst 2021 has been impacted less the Pandemic continued to adversely affect trading and has significantly impacted the financial position of the group. The directors have concluded that it is appropriate for the company to continue as a going concern.
In making their judgement, the directors have prepared a detailed forecasts and in conjunction with the group's resources obligations, and support from the parent company, Welsh Government and the banks, have concluded that the company will be able to meet its liabilities as they fall due for the foreseeable future.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The carrying value of the deferred tax asset at the year end was £5,992,000 (2020: £5,275,000). Details of the asset are provided in note 23 to the accounts. The critical judgement relates to the group's ability to utilise the asset against future taxable profits. The group has £19.4m (2020: £20.6m) of losses available to offset against future profits, having utilised approximately £1.2m of brought forward losses in the current year. The group expects to continue to trade profitably and to therefore be in a position to utilise these losses in the foreseeable future. It should be noted that the increase in the overall deferred tax asset in the current year is due to changes in the future tax rate at which timing differences are expected to reverse.
The carrying value of land and buildings at the year end was £89,651,000 (2020: £90,395,000) of which £58,064,000 (2020: £58,064,000) relates to land and the remaining £31,587,000 (2020: £32,329,000) relates to buildings.
As noted in 1.5 the buildings are being depreciated at 2% per annum, this involves significant judgement.
The board periodically reviewed the useful economic life of all assets including buildings and where necessary asset lives are revised with any changes in value being reflected in the income statement immediately where there is an impairment or in future periods by a change in depreciation. The board has carried out a formal impairment exercise based on forecast cash flows discounted at the group's cost of capital; on this basis the board is satisfied that the assets are not impaired.
The carrying value of joint ventures at the year end was £20,731,000 (2020: £21,554,000). This includes additional investment in the current year and the group's share of losses. The main joint venture is International Convention Centre Wales Limited ("ICCW"). The Convention Centre opened in September 2019, early trading was satisfactory, although the company made losses in the year to 31 December 2019 and year to 31 December 2020 in line with expectations. ICCW's operations have also been affected by the Covid-19 pandemic; the Centre was largely closed from March 2020 to early 2022. The Celtic Manor Resort Limited and the Welsh Government have committed to support ICCW; both parties remain committed to and confident in the long-term commercial success of ICCW; detailed forecasts have been prepared for the next 3 years which have been extrapolated for a further 5 years. A formal impairment review has been carried out based on the discounted cashflows from this model, on this basis the group is satisfied that the investment is not impaired; however this clearly involves significant judgement. Post year end ICCW has received £8m of further investment, of which £4m is investment from The Celtic Manor Resort Limited.
The group uses interest rate swaps to hedge against interest rate rises; at 31 December 2021 the fair value of the associated derivative was £431,000 (2020: £2,737,000), the fair values are provided by the counterparty banks.
An analysis of the group's turnover is as follows:
Grants predominantly relate to furlough from HMRC and Economic Resilience Fund from Welsh Government in relation to support due to the Covid pandemic.
All revenue is derived from the group's single geographical market in the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The directors are remunerated by other entities within the Wesley Clover International Corporation Group; it is not practicable to allocate their remuneration between their services to the company and their services to the Wesley Clover Group as a whole.
The actual 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:
Factors that may affect future tax charges
The group has £19.4m (2020: £20.6m) of losses available to offset against future profits. A deferred tax asset has been recognised as the directors believe that the asset is recoverable on the basis that all available evidence suggest that it is more likely than not that there will be suitable profits in the foreseeable future from which the reversal of the underlying timing differences can be deducted.
Included in cost of land and buildings is freehold land which is not depreciated.
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Details of the company's subsidiaries at 31 December 2021 are as follows:
The registered office of all the above companies is Celtic Manor Resort, Coldra Woods, Newport, United Kingdom, NP18 1HQ.
Details of joint ventures at 31 December 2021 are as follows:
Investments in jointly controlled entities are accounted for using the equity method as required by FRS 102 Section 15 'Investments in Joint Ventures'. At the year end the carrying amount of investments in jointly controlled entities was £20,731,000 (2020: £21,554,000) for the group and £26,439,000 2020: £25,789,000) for the company.
The registered office of both of the above companies is Coldra Woods, Newport, Gwent, NP18 1HQ.
The group purchases interest rate swaps to manage interest rate risk volatility. The fair values of the assets and liabilities held at fair value through profit and loss at the balance sheet date are determined using quoted prices. Where quoted prices are not available for derivatives the fair value of derivatives has been calculated by discounting the expected future cash flows at prevailing interest rates.
Obligations under finance lease are secured against the assets to which they relate. For details of security against bank loans and overdrafts refer to note 21.
Obligations under finance lease are secured against the assets to which they relate. For details of security against bank loans and overdrafts refer to note 21.
Bank loans are secured against certain assets of the group and are repayable in quarterly instalments from 2022.
At 31 December 2021 the group was party to a interest rate swap with a notional value of £5,000,000, whereby it pays a fixed rate at 5.4% per annum in respect of amounts drawn down under the facility; the swap expires on 23 August 2027. Additional interest paid in respect of swap arrangements is estimated to be £268,000 (2020: £261,000).
At 31 December 2021 the group was party to a interest rate swap with a notional value of £25,000,000, whereby it pays a fixed rate at 0.665% per annum in respect of amounts drawn down under the facility; the swap expires on 30 July 2029. Additional interest paid in respect of swap arrangements is estimated to be £155,000 (2020: £122,000).
The fair value of interest rate swap at 31 December 2021 was a liability of £431,000 (2020: £2,737,000). This is included as derivative financial instruments within creditors due within one year.
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. Lease terms are either 3 or 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
The deferred tax asset set out above is expected to reverse within the next few accounting periods and relates predominantly to the utilisation of tax losses against future expected profits and accelerated capital allowances that are expected to mature.
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.
Deferred income is included in the financial statements as follows:
The company has one class of ordinary shares which carry full voting, dividend and return of capital rights.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The remuneration of key management personnel is as follows.
The group has taken advantage of the exemption, under the terms of FRS 102, section 33.1A, not to disclose related party transactions with wholly owned subsidiaries within the group.
During the year the group made sales of £11,000 (2020: £2,000) to Wesley Clover International Corporation, the ultimate parent company. At the year end the group was owed £nil (2020: £nil) by Wesley Clover International Corporation.
At the year end the group was owed £68,000 (2020: £59,000) by Wentwood Lettings Limited, a company within the Wesley Clover International Corporation group, this amount being included within amounts owed by group undertakings due within one year.
At the year end the group was owed £175,000 (2020: £126,000) by Wesley Clover Wales Limited, a company within the Wesley Clover International Corporation group, this amount being included within amounts owed by group undertakings due within one year.
At the year end the group owed £19,000 (2020: £823) to Benbria Corporation, an associate of the parent company Wesley Clover International Corporation, this amount being included within trade creditors due within one year.
At the year end the group owed £10,000 (2020: £16,000) to Sir T Matthews, the ultimate controlling party, this amount being included within other creditors due within one year.
During the year the group made sales of £839,000 (2020: £1,081,000) to International Convention Centre Wales Limited, a jointly controlled entity. At the year end the group was owed £126,000 by International Convention Centre Wales Limited (2020: owed £81,000 to International Convention Centre Wales Limited) . During the year the group made equity investments of £650,000 (2020: £1,000,000) into International Convention Centre Wales Limited.
At the year end the group was owed £8,627,000 (2020: £7,490,000) from Broadhall (Coldra Woods) Limited, a jointly controlled entity.
The ultimate parent company is Wesley Clover International Corporation, a company incorporated in Canada. Wesley Clover International Corporation is the parent of the smallest and largest group of which the company is a member and for which group financial statements are prepared.