The directors present the strategic report for the year ended 30 April 2024.
The group consists of two companies which are as follows:
Andrew Brown Leisure Limited
Crow Wood Leisure Limited
The company's principal activity is that of a holding company, fixed assets and group loans. The group's principal activities are that of a leisure centre, hotel and restaurant operators.
The consolidated financial statements present the accounts of the group as a single entity for the year ended 30 April 2024.
The group has generated increased turnover of £16,991,000 and maintained margin creating a profit before tax of £1,216,911. During this financial year the business has been severely disrupted by major construction work requiring temporary relocation of facilities, reduced capacity and several overnight closures to facilitate new mains services.
The group has again made significant donations to local charities throughout the year totalling over £70,000 and these include:
Pendleside Hospice - £42,934
Burnley Community Grocery - £14,968
During this year the company received planning permission and completed approximately 60% of a major 1 megawatt Solar farm which will generate approximately 30% of the companies overall electricity for the next 25 years. This Solar field went live in July 2024, on time and on budget.
The groups fleet of cars is fully electric, with one exception where a suitable fully electric replacement is not available.
Our gym and dance studios have received a total refurbishment following a £2 million investment and membership revenue is at record levels.
Construction of our new Spa extension commenced in the year and is programmed to complete in summer 2024 following a further £14m investment.
Nat West are providing the finance for this project and at year end contracts for Steelwork, Pools, specialists roofing, Electrical and Mechanical packages totalling approximately £5m have been entered into.
I have enormous respect and confidence in our Board of Directors and senior management team and we view the future growth and profitability of the business with confidence.
The key performance indicators of the group are considered to be turnover, gross profit margin and profit before tax.
| 2024 | 2023 |
| £ | £ |
Turnover | 16,991,000 | 16,219,395 |
Gross profit | 7,250,329 | 6,823,461 |
Profit before taxation | 1,216,911 | 1,493,090 |
Profit and loss reserves | 5,332,135 | 4,370,224 |
Overview
The group aims to build profits and shareholder value in a sustained and ethical manner over the long term, taking account of the interests of all stakeholders of the group.
Stakeholders
The Board and Senior Management Team within the group actively engage with a wide range of stakeholders who are impacted by the operations and success of the group.
The group is long established and independently owned providing for a strong heritage and deep understanding of our customers, suppliers, community and environment.
The shareholders of the group maintain an active role in the management of the business. The group is headed by Andrew Brown Leisure Limited and therefore all subsidiaries are subject to and abide by group policies and procedures. 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.
Matters regarding 'Employee consultation' and 'Business relationships' have been detailed within the Directors' Report.
The group is involved in numerous initiatives to reduce its impact on the environment, as disclosed below and within the 'Streamlined Energy and Carbon Reporting' section of the Directors' Report.
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.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 April 2024.
The results for the year are set out on page 9.
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 agreements. 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 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.
Employee engagement
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 group also places considerable value on the engagement of customers and suppliers. 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. The group is 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 group is in the process of constructing a new Spa which is due to open in August 2024.
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.
The company is constructing a 1 megawatt Solar farm which will generate approximately 30% of the companies overall electricity for the next 25 years. This went live in July 2024.
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 2024 which comprise 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 Financial Reporting Standard 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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, 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' 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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
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 parent 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;
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 company has not presented its own profit and loss account and related notes. The company’s profit for the year was £45,319 (2023 - £151,555 profit).
Andrew Brown Leisure Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office and principal place of business 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.
The group's principal activities and nature of operations are detailed in the Strategic Report.
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 £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
As permitted by FRS 102, the company has taken advantage of the exemption relating to the Statement of Cash Flows. The company has not presented its own cash flow and related notes.
The consolidated group financial statements consist of the financial statements of the parent company Andrew Brown Leisure Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 30 April 2024. 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.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future, despite net current liabilities of £8,312,115.
The directors are optimistic about future trading performance as bookings continue to be made across all facilities offered within the company’s trading sectors. The group is near to completing construction of a major project which will double the size of the Spa and increase the capacity of one of the restaurants. Undoubtably, this will further strengthen the potential future profitability of the group.
The group is reliant on bank borrowings and loans from related parties. The directors are confident that they have the support of the bank and related parties for the foreseeable future.
Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
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 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, 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.
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
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, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group only has financial assets (debtors, cash and bank balances) and liabilities (creditors and accruals) of a kind that qualify as basic financial instruments. They are initially recognised at transaction value and subsequently measured at their settlement value.
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 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.
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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The directors have reviewed the asset lives and associated residual values of all fixed asset classes and have concluded that asset lives and residual values remain appropriate.
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 for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
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 30 April 2024 are as follows:
Finance lease obligations of £27,767 (2023: £31,950) are secured against the fixed assets to which they relate.
Within accruals and deferred income is an amount in respect of deposits received for services to be provided by the group in future periods. At the balance sheet date the amount of deposits received is £2,386,424 (2023: £3,065,572).
Finance lease obligations of £50,908 (2023: £84,628) are secured against the fixed assets to which they relate.
The group has bank loans provided by NatWest. The bank loans are secured by:
Fixed and floating charge over the undertaking and all property and assets present and future of the company and subsidiary.
Unlimited guarantee over the company and subsidiary
Deed of assignment
Legal charge over the freehold property
Material contracts assignment
Subordination deed over the company, subsidiary, a director, and two other individuals.
The bank loans are being repaid with instalments totalling £161,099/month and interest is charged at 2.05% above base.
Finance lease payments represent rentals payable by the group for certain items of fixtures and fittings. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets.
The finance leases are secured by the lessors' title to the leased assets which have a carrying value of £123,413 (2023: £123,413).
The directors consider that the carrying amount of the obligations under finance leases approximate to their fair value.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
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.
Included in the financial statements is an amount of £45,152 (2023: £39,545) owing by the company with regard to pensions. This represents amounts that have been deducted at the year end but paid to the scheme after the year end.
Guarantee
The group's bankers hold a composite guarantee securing the bank borrowings of the company and other group companies. At 30 April 2024, the total bank borrowings of the group amounted to £13,611,365 (2023: £5,820,062). All borrowings are held by Andrew Brown Leisure Limited.
Amounts contracted for but not provided in the financial statements:
During the year interest of £201,452 (2023 - £281,097) was charged to the company in respect of directors' loans. At the year end £3,369 (2023 - £68,097) 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 £2,829,213 (2023: £2,906,651). The £2,829,213 owed to directors and close family members is disclosed within other creditors under one year and other creditors over one year, split £2,029,213 and £800,000 respectively. The directors' current accounts and other loans included within other creditors above are unsecured and interest is charged at an agreed rate.
The company has taken advantage of the exemptions provided by FRS 102 in relation to paragraph 33.1A from disclosing transactions and balances with other group companies.