Potters Resorts Limited Group accounts (Group and Company)

Potters Resorts Limited Group accounts (Group and Company)


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COMPANY REGISTRATION NUMBER: 13675254
Potters Resorts Limited
Financial Statements
31 December 2022
Potters Resorts Limited
Financial Statements
Period ended 31 December 2022
Contents
Page
Officers and professional advisers
1
Strategic report
2
Director's report
5
Independent auditor's report to the members
8
Consolidated statement of comprehensive income
12
Consolidated statement of financial position
13
Company statement of financial position
14
Consolidated statement of changes in equity
15
Company statement of changes in equity
16
Consolidated statement of cash flows
17
Notes to the financial statements
18
Potters Resorts Limited
Officers and Professional Advisers
Director
Mr J H Potter
Registered office
2 Westbrook Court
Sharrow Vale Road
Sheffield
South Yorkshire
S11 8YZ
Auditor
Hebblethwaites
Chartered accountants & statutory auditor
2 Westbrook Court
Sharrow Vale Road
Sheffield
S11 8YZ
Bankers
Barclays
Potters Resorts Limited
Strategic Report
Period ended 31 December 2022
Development and performance of the business The principal activity of the group during the year continued to be the provision of holiday and recreational facilities . The Potters business, following an acquisition in the year, now operates from two resorts in the United Kingdom, at Hopton On Sea on the South East Coast of England and Five Lakes in Essex. The group invests heavily to ensure that it delivers high quality service, accommodation and facilities, combined with numerous activities to cater for loyal guests. Potters continues to offer a unique proposition for families in the UK market. Business has been extremely strong in the so called staycation market, with bookings, both new and deferred, leading to unprecedented demand and with a significant level of future reservations. Financial Performance Following the group reorganisation and purchase of a new subsidiary company in the year, revenue has been strong and surpassed the pre Covid levels. Administrative and overhead costs have risen as expected, but as a result of efficiencies have not increased to pre covid levels. This strong recovery resulted in a pre tax profit for the year of £2.3m, despite an extensive maintenance programme undertaken at Five Lakes. The statement of financial position reflects the profits recorded, and as a result shareholder funds have ended the year at £20.5m. The significant, and ongoing, capital investment made by the group in recent years is expected to continue to assist in the generation of future, and enhanced, levels of profitability, in addition to which the group continues to explore new avenues of revenue and profit generation. Key performance indicators Gross Profit Percentage 2022: 67% (2021: 81%) Profit after tax 2022: £1.8m (2021: £2.9m)
Year end position The year end position of the group, as portrayed by the Statement of Financial Position, has improved as a result of the financial performance in the year. The net asset strength and additional support made available by the groups bankers provides a significant platform for future expansion and growth in a market of high demand. Ongoing investment in enhanced facilities and high levels of resort maintenance continue to strengthen the underlying asset base as reflected in the Statement of Financial Position. In addition, the intangible value of the reputation, history and service branding of "The Resort" adds synergies and underlying value.
Principal risks and uncertainties FRAUD Risk of fraud exists in misappropriation of assets, theft of stock and theft of cash takings. The group mitigates this risk through the management structure and regular financial review with, and extensive use of, business systems. MARKET RISK FACTORS General Economic Conditions The disposable income of guests will be affected by changes in general economic environment and this may result in a fall in the number of guests and/or a decrease in on-site expenditure. The directors regularly review its product offering and engages with guests to ensure value for money. Covid-19 pandemic The resort closed for the first time in March 2020 with Covid-19 having a significant impact on the business. Whilst the resort did re-open for periods during 2020, it ended 2020 closed again and did not re-open until May 2021, which will impact on the comparative figures. The measures introduced by the government are outside of the group's control, but the management team put controls in place to enable the resorts to open safely for guests and staff, once restrictions had been lifted. The resorts have remained open since and have a strong forward booking position, thus diluting the potential risks from a further period of lockdown. If these risks and uncertainties materialise, they could result in a material change in the forecast liquidity position of the group. Competition Potters has a reputation for high quality breaks, but competes with other holiday options available to guests. The Directors believe that this risk is mitigated by the strength of the Potters brand and the high volume of return guests who enjoy the continual investment in the accommodation and central facilities. FINANCIAL RISKS The Directors and senior management monitor the financial requirements of the group and associated risks. The group finances its operations and developments via a mixture of retained earnings and borrowings as required. Borrowings are in the form of overdraft facilities and term loans which have been increased during the period with full support from the group bankers. The directors have assessed future compliance with financial covenants and at this time do not foresee any breach. Interest rate risk Principal sources of borrowings are subject to variable rates of interest. Liquidity risk The group maintains sufficient levels of cash and liquidity to meet its medium-term working capital and funding obligations. Rolling forecasts of liquidity requirements are prepared and monitored. Credit risk Cash balances are held on deposit. Credit risk from revenue streams is limited as customers are required to pay in advance of their holiday. Financial reporting risks The group's financial systems are required to process a large number of transactions, weaknesses could result in the incorrect reporting of financial results. This risk is mitigated by the production of detailed management accounts which are compared to budgets and forecasts on a monthly basis. SECTION 172(1) STATEMENT The Board aims to promote the success of the group for the benefit of its members as a whole and have collectively acted in good faith, making strategic decisions to enable the business to grow and develop. The Board look to ensure the decision making process provides benefit to employees and its stakeholders whist maintaining fairness: The group is looking to invest in the resorts to secure the long term future. The group relies on its staff to ensure quality service is maintained. Staff are remunerated at the relevant level dependent on role and experience, whilst staff in key roles are involved in the decision making process. It is imperative to maintain a good relationship with our customers and vital for the reputation, to maintain high level of service in the resorts. The supply chain is important to the brand and allow smooth operation within the resort. We maintain a good relationship with our suppliers so that the group can maintain its high standards. Respecting our planet, looking to make energy savings and reduce the carbon footprint of the group where possible.
This report was approved by the board of directors on 22 September 2023 and signed on behalf of the board by:
Mr J H Potter
Director
Registered office:
2 Westbrook Court
Sharrow Vale Road
Sheffield
South Yorkshire
S11 8YZ
Potters Resorts Limited
Director's Report
Period ended 31 December 2022
The director presents his report and the financial statements of the group for the period ended 31 December 2022 .
Director
The director who served the company during the period was as follows:
Mr J H Potter
Dividends
Particulars of recommended dividends are detailed in note 14 to the financial statements.
Future developments
The group is making good progress since the enforced closures that impacted the hotel and leisure industry so heavily. This is the first full year of trade since re-opening and following the group reorganisation and an acquisition of an additional subsidiary company in the year, no changes to the nature of the business are anticipated in the longer term. The directors are committed to delivering a safe environment, with the health and safety of our guests and team members being one of our highest priorities. In addition the group is looking to improve efficiencies and reduce its carbon footprint with a significant solar energy generation investment.
Greenhouse gas emissions and energy consumption
Unit
2022
2021
Emissions resulting from activities for which the group is responsible
tCO2e
939
778
Emissions resulting from the purchase of electricity by the group for its own use
tCO2e
18
18
Emissions type 3
tCO2e
1,410
1,263
-------
-------
Total emissions
tCO2e
2,367
2,059
Intensity metric
8.51
12.30
-------
-------
Methodologies for energy and emissions calculations
Data has been collected in respect of the period ended 31 December 2022 and reported on a consistent basis with that used for the Group's Energy Savings Opportunity Scheme (ESOS) reporting.
Principal measures taken to increase energy efficiency
The Group has implemented a number of energy efficiency actions to limit emissions, including the following:
- Installation of Voltage Reduction Equipment to help reduce the overall electricity usage with a net saving of 6.9%.
- A significant programme of changing lighting to LED across the Resorts.
- A significant programme of gas boiler replacements to reduce emissions and gas consumption.
- Installation of EV charge points for Resorts and guest use and an expansion of the use of EV in the company fleet.
- Additional sub-metering where appropriate to support targeted efficiency actions.
- Introduction of an Energy Awareness Team to establish Resort wide good working practice thus reducing unnecessary waste.
- Review cost effective opportunities to implement large scale carbon reduction schemes.
- Ongoing development of long-term energy usage and emission plans to support UK Government aims for 2030 and beyond.
- Both ESOS 1 and ESOS 2 are complete and the group is now working with engaged consultants in relation to ESOS 3.
- The group has embarked on a significant solar energy generation investment.
The headline CO2e tokens per £100,000 of revenue ratio of 8.51 has been substantially reduced from 2021 and 2020 following the significant impact of Resort closures as a direct result of the UK Government lockdown actions to tackle the COVID-19 pandemic. For further context, good process has been made from the 2019 equivalent ratio which was on a downward trend estimated at 9.84.
Employment of disabled persons
The group has a policy of equal opportunities and is committed to training, developing and promoting employees of all nationalities, religions, gender or physical ability.
Employee involvement
The group has continued its' policy of consultation with employees relative to the provision of information and in the context of performance and awareness of factors affecting the group.
Director's responsibilities statement
The director is responsible for preparing the strategic report, director's report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial period. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the director is required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.
This report was approved by the board of directors on 22 September 2023 and signed on behalf of the board by:
Mr J H Potter
Director
Registered office:
2 Westbrook Court
Sharrow Vale Road
Sheffield
South Yorkshire
S11 8YZ
Potters Resorts Limited
Independent Auditor's Report to the Members of Potters Resorts Limited
Period ended 31 December 2022
Qualified opinion
We have audited the financial statements of Potters Resorts Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2022 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, including a summary of 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). In our opinion, except for the effects of the matter described in the basis for qualified opinion section of our report, the financial statements: - give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2022 and of the group's profit for the period then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion
As disclosed in note 19 to the financial statements, one of the directors is indebted to the company by way of loan in the sum of £5,318,154, this balance having no formal terms for repayment, hence being included as a debtor repayable within one year. The loan is unsecured. Recoverability of this loan balance is dependent on the personal financial position and activities of the director in relation to which we have been unable to obtain sufficient appropriate supporting evidence as repayment is dependent on future events and financial transactions. We are therefore unable to categorically determine whether this loan balance will be repaid in full.
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 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 qualified opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 or the 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 director 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 director is responsible for the other information. 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. In connection with our audit of the financial statements, 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 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 the audit:
- the information given in the strategic report and the director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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 or the director's 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 director's remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
Responsibilities of the director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the group's and 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
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: obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: - the nature of the industry and sector, control environment and business performance, including the identification of related party transactions, and matters which could potentially impact on the company's continuation as a going concern; - results of our enquiries of management and assessment of the risks of irregularities; - any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to: - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; - the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; - the matters discussed among the audit engagement team, including how and where fraud might occur in the financial statements and any potential indicators of fraud. As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, UK Corporate Governance Code and local tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - 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. 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. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director. - Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 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.
Richard Murdoch FCA
(Senior Statutory Auditor)
For and on behalf of
Hebblethwaites
Chartered accountants & statutory auditor
2 Westbrook Court
Sharrow Vale Road
Sheffield
S11 8YZ
25 September 2023
Potters Resorts Limited
Consolidated Statement of Comprehensive Income
Period ended 31 December 2022
2022
2021
Note
£
£
Turnover
4
40,448,599
16,691,085
Cost of sales
13,467,072
3,099,423
-------------
-------------
Gross profit
26,981,527
13,591,662
Administrative expenses
23,927,481
13,569,271
Other operating income
5
6,000
1,101,709
Confidential settlement income
(1,900,000)
-------------
-------------
Operating profit
6
3,060,046
3,024,100
Other interest receivable and similar income
11
284
Interest payable and similar expenses
12
751,173
226,979
-------------
-------------
Profit before taxation
2,309,157
2,797,121
Tax on profit
13
484,230
( 115,809)
------------
------------
Profit for the financial period
1,824,927
2,912,930
------------
------------
Reserves on group reorganisation
15,779,179
------------
-------------
Total comprehensive income for the period
1,824,927
18,692,109
------------
-------------
All the activities of the group are from continuing operations.
Potters Resorts Limited
Consolidated Statement of Financial Position
31 December 2022
2022
2021
Note
£
£
Fixed assets
Intangible assets
15
14,780,556
Tangible assets
16
40,337,634
23,720,690
-------------
-------------
55,118,190
23,720,690
Current assets
Stocks
18
371,016
230,362
Debtors: due within one year
19
6,516,946
10,860,377
Debtors: due after more than one year
19
1,353,940
1,355,108
Cash at bank and in hand
203,216
1,770,265
------------
-------------
8,445,118
14,216,112
Creditors: amounts falling due within one year
21
20,225,114
16,774,078
-------------
-------------
Net current liabilities
11,779,996
2,557,966
-------------
-------------
Total assets less current liabilities
43,338,194
21,162,724
Creditors: amounts falling due after more than one year
22
22,320,661
2,333,333
Provisions
24
476,497
113,282
-------------
-------------
Net assets
20,541,036
18,716,109
-------------
-------------
Capital and reserves
Called up share capital
28
24,000
24,000
Profit and loss account
29
20,517,036
18,692,109
-------------
-------------
Shareholders funds
20,541,036
18,716,109
-------------
-------------
These financial statements were approved by the board of directors and authorised for issue on 22 September 2023 , and are signed on behalf of the board by:
Mr J H Potter
Director
Company registration number: 13675254
Potters Resorts Limited
Company Statement of Financial Position
31 December 2022
2022
2021
Note
£
£
Fixed assets
Investments
17
21,623,990
3,927,450
Current assets
Debtors: due within one year
19
5,393,922
4,375,008
Cash at bank and in hand
1,828
------------
------------
5,395,750
4,375,008
Creditors: amounts falling due within one year
21
3,864,328
8,245,346
------------
------------
Net current assets/(liabilities)
1,531,422
( 3,870,338)
-------------
------------
Total assets less current liabilities
23,155,412
57,112
Creditors: amounts falling due after more than one year
22
22,137,500
-------------
--------
Net assets
1,017,912
57,112
-------------
--------
Capital and reserves
Called up share capital
28
24,000
24,000
Capital redemption reserve
29
903,450
Profit and loss account
29
90,462
33,112
------------
--------
Shareholders funds
1,017,912
57,112
------------
--------
The profit for the financial period of the parent company was £ 960,800 (2021: £ 33,112 ).
These financial statements were approved by the board of directors and authorised for issue on 22 September 2023 , and are signed on behalf of the board by:
Mr J H Potter
Director
Company registration number: 13675254
Potters Resorts Limited
Consolidated Statement of Changes in Equity
Period ended 31 December 2022
Called up share capital
Profit and loss account
Total
£
£
£
At 1 January 2021
Profit for the period
2,912,930
2,912,930
Other comprehensive income for the period:
Reserves on group reorganisation
15,779,179
15,779,179
----
-------------
-------------
Total comprehensive income for the period
18,692,109
18,692,109
Issue of shares
24,000
24,000
--------
-------------
-------------
Total investments by and distributions to owners
24,000
24,000
At 31 December 2021
24,000
18,692,109
18,716,109
Profit for the period
1,824,927
1,824,927
--------
-------------
-------------
Total comprehensive income for the period
1,824,927
1,824,927
--------
-------------
-------------
At 31 December 2022
24,000
20,517,036
20,541,036
--------
-------------
-------------
Potters Resorts Limited
Company Statement of Changes in Equity
Period ended 31 December 2022
Called up share capital
Capital redemption reserve
Profit and loss account
Total
£
£
£
£
At 1 January 2021
Profit for the period
33,112
33,112
----
----
--------
--------
Total comprehensive income for the period
33,112
33,112
Issue of shares
24,000
24,000
--------
----
--------
--------
Total investments by and distributions to owners
24,000
24,000
At 31 December 2021
24,000
33,112
57,112
Profit for the period
960,800
960,800
--------
----
---------
---------
Total comprehensive income for the period
960,800
960,800
Redemption of shares
903,450
( 903,450)
----
---------
---------
----
Total investments by and distributions to owners
903,450
( 903,450)
--------
---------
---------
------------
At 31 December 2022
24,000
903,450
90,462
1,017,912
--------
---------
---------
------------
Potters Resorts Limited
Consolidated Statement of Cash Flows
Period ended 31 December 2022
2022
2021
Note
£
£
Cash flows from operating activities
Profit for the financial period
1,824,927
2,912,930
Adjustments for:
Depreciation of tangible assets
1,316,098
690,308
Amortisation of intangible assets
777,924
Other interest receivable and similar income
( 284)
Interest payable and similar expenses
751,173
226,979
Gains on disposal of tangible assets
( 13,750)
Tax on profit
484,230
( 115,809)
Accrued expenses/(income)
1,867,908
( 81,247)
Changes in:
Stocks
( 140,654)
( 60,658)
Trade and other debtors
5,098,088
( 12,158,791)
Trade and other creditors
1,688,056
11,151,329
Directors loan accounts
( 8,348)
( 95,786)
-------------
-------------
Cash generated from operations
13,645,368
2,469,255
Interest paid
( 751,173)
( 226,979)
Interest received
284
Tax received
363,215
246,702
-------------
------------
Net cash from operating activities
13,257,694
2,488,978
-------------
------------
Cash flows from investing activities
Purchase of tangible assets
( 12,824,011)
( 314,126)
Proceeds from sale of tangible assets
13,750
Acquisition of subsidiaries
( 21,599,990)
-------------
------------
Net cash used in investing activities
( 34,410,251)
( 314,126)
-------------
------------
Cash flows from financing activities
Payments of share issue costs
( 903,450)
Proceeds from borrowings
23,000,000
( 197,921)
Repayments of borrowings
( 2,666,667)
( 166,666)
Payments of finance lease liabilities
( 36,806)
Dividends paid
( 40,000)
-------------
------------
Net cash from/(used in) financing activities
19,393,077
( 404,587)
-------------
------------
Net (decrease)/increase in cash and cash equivalents
( 1,759,480)
1,770,265
Cash and cash equivalents at beginning of period
1,770,265
------------
------------
Cash and cash equivalents at end of period
20
10,785
1,770,265
------------
------------
Potters Resorts Limited
Notes to the Financial Statements
Period ended 31 December 2022
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 2 Westbrook Court, Sharrow Vale Road, Sheffield, South Yorkshire, S11 8YZ.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Related party exemption
The company has taken advantage of exemption, under the terms of Financial reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose related party transactions with wholly owned subsidiaries within the group.
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.
Going concern
The group made a profit of £2,309,157 during the current period and shareholder funds as at 31 December 2022 were £20,541,036. Despite the strong financial performance, the group has a deficiency of net assets amounting to £11,779,996 at the year end. The net liability position has resulted from the groups use of working capital to fund the expansion and renovation of the newly acquired resort, "Five Lakes". The management and directors keep liquidity under constant review, reporting various financial ratios to the group's bankers on a quarterly basis, which is a requirement of the group loan facility. The group loan is secured on the assets and future assets of all companies within the group. Despite the position outlined above, the directors are forecasting the group liquidity position to improve relatively quickly, as a return on the investment by way of increased group profitability starts to to take effect. The group has strong forward bookings in both resorts with adequate support from banking facilities, the directors continue to adopt the going concern basis of accounting in preparing the financial statements, and have considered a period in excess of 12 months from the approval date of the financial statements.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102: (a) No cash flow statement has been presented for the company.
Consolidation
Potters Resorts Limited was formed on 12 October 2021. The company acquired the whole of the issued share capital of Potters Leisure Limited on 22 October 2021 by means of a share for share exchange. The consolidated financial statements for the year to 31 December 2022 and the comparatives for the year to 31 December 2021, together with the balance sheet of the parent company, have been prepared using the provision of merger accounting . This is based on the assumption that the group has always been in existence. The merger reserve on acquisition has been written off to reserves. In addition Potters Resorts Limited purchased A.B. Hotels (Five Lakes) Limited on 25 October 2021 in an arms length transaction and has been introduced into the current year on the acquisition basis. The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the opinion of management, there are no areas of judgement or key sources of estimation uncertainty that have a significant effect on the financial statements, other than those highlighted below. The directors review the estimated useful lives of property, plant and equipment at the end of each reporting period. During the current year, the directors have concluded that no revision is required to these estimates and that residual values exceed carrying values.
Revenue recognition
The turnover shown in the profit and loss account is exclusive of Value Added Tax and represents both residential income and daily income from operations. Residential income is recognised on completion of the guests stay, adjusted for breaks spanning the year end. Daily income from operations is recognised on the day of receipt.
Exceptional items
Exceptional items are disclosed separately in the financial statements in order to provide further understanding of the financial performance of the entity. They are material items of income or expense that have been shown separately because of their nature or amount.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life.
Amortisation
Goodwill, being the amount paid in connection with the acquisition of a business in 2021, which is being amortised over 20 years.
Goodwill
-
over 20 years
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Plant, equipment, fixtures and fittings
-
3-10 years straight line
Motor vehicles
-
25% straight line
Computer and IT equipment
-
33% straight line
Depreciation is not provided on freehold buildings as the value in use of the properties concerned and the anticipated long expected useful life, coupled with high expected residual value, mean that any depreciation charge would not be material.
Investment property
Investment property is initially recorded at cost, which includes purchase price and any directly attributable expenditure. Investment property is revalued to its fair value at each reporting date and any changes in fair value are recognised in profit or loss.
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs.
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.
Finance leases and hire purchase contracts
Assets held under finance leases are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.
Government grants
Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Government grants are recognised using the accrual model and the performance model. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset.
Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities .
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
4. Turnover
Turnover arises from:
2022
2021
£
£
Provision of holiday accommodation and associated guest spend
40,448,599
16,691,085
-------------
-------------
The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.
5. Other operating income
2022
2021
£
£
Government grant income
6,000
1,101,709
-------
------------
Government grant income includes Furlough and Eat Out to Help Out, measures introduced to assist companies maintain their workforce during the Covid pandemic.
6. Operating profit
Operating profit or loss is stated after charging/crediting:
2022
2021
£
£
Amortisation of intangible assets
777,924
Depreciation of tangible assets
1,316,098
690,308
Gains on disposal of tangible assets
( 13,750)
------------
---------
7. Auditor's remuneration
2022
2021
£
£
Fees payable for the audit of the financial statements
22,000
11,500
--------
--------
Fees payable to the company's auditor and its associates for other services:
Taxation compliance services
6,000
5,190
Other assurance services
1,646
2,500
Other non-audit services
9,500
7,000
--------
--------
17,146
14,690
--------
--------
8. Staff costs
The average number of persons employed by the group during the period, including the director, amounted to:
2022
2021
No.
No.
Production staff
617
336
Administrative staff
24
9
Management staff
55
61
----
----
696
406
----
----
The aggregate payroll costs incurred during the period, relating to the above, were:
2022
2021
£
£
Wages and salaries
15,053,257
7,566,705
Social security costs
1,125,240
573,281
Other pension costs
396,808
261,596
-------------
------------
16,575,305
8,401,582
-------------
------------
9. Director's remuneration
The director's aggregate remuneration in respect of qualifying services was:
2022
2021
£
£
Remuneration
206,146
219,260
Company contributions to defined contribution pension plans
4,500
4,500
---------
---------
210,646
223,760
---------
---------
Remuneration of the highest paid director in respect of qualifying services:
2022
2021
£
£
Aggregate remuneration
206,146
219,260
---------
---------
10. Exceptional items
Group
Company
2022
2021
2022
2021
£
£
£
£
Confidential settlement income
1,900,000
----
------------
----
----
Exceptional items are disclosed separately in the financial statements in order to provide further understanding of the financial performance of the entity. They are material items of income or expense that have been shown separately because of their nature or amount.
11. Other interest receivable and similar income
2022
2021
£
£
Other interest receivable and similar income
284
----
----
12. Interest payable and similar expenses
2022
2021
£
£
Interest on banks loans and overdrafts
608,373
87,779
Interest on obligations under finance leases and hire purchase contracts
3,600
Dividends paid on shares classed as debt
139,200
139,200
---------
---------
751,173
226,979
---------
---------
13. Tax on profit
Major components of tax income
2022
2021
£
£
Current tax:
UK current tax income
( 98,397)
Adjustments in respect of prior periods
( 229,091)
--------
---------
Total current tax
( 98,397)
( 229,091)
--------
---------
Deferred tax:
Origination and reversal of timing differences
582,627
113,282
---------
---------
Tax on profit
484,230
( 115,809)
---------
---------
Reconciliation of tax expense/(income)
The tax assessed on the profit on ordinary activities for the period is higher than (2021: lower than) the standard rate of corporation tax in the UK of 19 % (2021: 19 %).
2022
2021
£
£
Profit on ordinary activities before taxation
2,309,157
2,797,121
------------
------------
Profit on ordinary activities by rate of tax
438,740
525,162
Adjustment to tax charge in respect of prior periods
( 229,091)
Effect of expenses not deductible for tax purposes
174,254
32,777
Effect of capital allowances and depreciation
132,232
( 13,080)
Utilisation of tax losses
( 22,699)
( 431,577)
Unused tax losses
( 238,297)
------------
------------
Tax on profit
484,230
( 115,809)
------------
------------
14. Dividends
Dividends on shares classed as debt
Dividends paid during the period (excluding those for which a liability existed at the end of the prior period):
2022
2021
£
£
Dividends on shares classed as financial liabilities
139,200
139,200
---------
---------
15. Intangible assets
Group
Goodwill
£
Cost
At 1 January 2022
Additions
15,558,480
-------------
At 31 December 2022
15,558,480
-------------
Amortisation
At 1 January 2022
Charge for the period
777,924
-------------
At 31 December 2022
777,924
-------------
Carrying amount
At 31 December 2022
14,780,556
-------------
At 31 December 2021
-------------
The company has no intangible assets.
16. Tangible assets
Group
Land and buildings
Plant, equipment, fixtures and fittings
Motor vehicles
Computer and IT equipment
Investment property
Total
£
£
£
£
£
£
Cost
At 1 Jan 2022
20,376,621
15,294,365
212,003
51,643
693,473
36,628,105
Additions
8,976,067
8,847,392
36,025
73,558
17,933,042
Disposals
( 95,290)
( 95,290)
-------------
-------------
---------
---------
---------
-------------
At 31 Dec 2022
29,352,688
24,046,467
248,028
125,201
693,473
54,465,857
-------------
-------------
---------
---------
---------
-------------
Depreciation
At 1 Jan 2022
12,748,029
150,372
9,014
12,907,415
Charge for the period
1,249,950
24,414
41,734
1,316,098
Disposals
( 95,290)
( 95,290)
-------------
-------------
---------
---------
---------
-------------
At 31 Dec 2022
13,902,689
174,786
50,748
14,128,223
-------------
-------------
---------
---------
---------
-------------
Carrying amount
At 31 Dec 2022
29,352,688
10,143,778
73,242
74,453
693,473
40,337,634
-------------
-------------
---------
---------
---------
-------------
At 31 Dec 2021
20,376,621
2,546,336
61,631
42,629
693,473
23,720,690
-------------
-------------
---------
---------
---------
-------------
The company has no tangible assets.
Additions disclosed above can be further analysed as follows: - Land and buildings :- Net book value of assets acquired on acquisition - £4,632,615 Additions during the year at cost - £4,343,452 Plant,Equipment :- Net book value of assets acquired on acquisition - £179,523 Additions during the year at cost - £8,667,869 Motor Vehicles :- Additions during the year at cost - £36,025 Computer and IT :- Additions during the year at cost - £73,558 The investment property is included at its fair value. The property has not been valued by an independent valuer, but is based on the opinion of the directors.
Finance leases and hire purchase contracts
Included within the carrying value of tangible assets are the following amounts relating to assets held under finance leases or hire purchase agreements:
Group
Fixtures and fittings
Motor vehicles
Total
£
£
£
At 31 December 2022
264,842
27,019
291,861
---------
--------
---------
At 31 December 2021
---------
--------
---------
17. Investments
The group has no investments.
Company
Shares in group undertakings
£
Cost
At 1 January 2022
24,000
Additions
21,599,990
-------------
At 31 December 2022
21,623,990
-------------
Impairment
At 1 January 2022 and 31 December 2022
-------------
Carrying amount
At 31 December 2022
21,623,990
-------------
At 31 December 2021
24,000
-------------
Potters Leisure Limited
Registered office: 2 Westbrook Court, Sharrow Vale Road, Sheffield, South Yorkshire, S11 8YZ The company is included by full consideration on a line by line basis using merger accounting.
A.B. Hotels (Five Lakes) Limited
Registered office: 2 Westbrook Court, Sharrow Vale Road, Sheffield, South Yorkshire, S11 8YZ The company is included by full consideration on a line by line basis using the acquisition basis from period of ownership as a current year acquisition.
The entire issued share capital of A.B Hotels (Five Lakes) Limited was acquired on 22nd October 2021 for cash consideration of £21,599,990. The assets and liabilities recognised on acquisition were as follows:
£
Tangible fixed assets
4,812,138
Stock
95,659
Debtors
704,758
Cash
2,006,631
Creditors
(1,577,677)
Subsidiaries, associates and other investments
Details of the investments in which the parent company has an interest of 20% or more are as follows:
Class of share
Percentage of shares held
Subsidiary undertakings
Potters Leisure Ltd
Ordinary
100
A.B. Hotels (Five Lakes) Limited
Ordinary
100
18. Stocks
Group
Company
2022
2021
2022
2021
£
£
£
£
Stocks of food, beverages and consumables
371,016
230,362
---------
---------
----
----
19. Debtors
Debtors falling due within one year are as follows:
Group
Company
2022
2021
2022
2021
£
£
£
£
Trade debtors
17,292
25,380
Amounts owed by group undertakings
5,393,922
Prepayments and accrued income
580,200
406,544
Corporation tax repayable
231,394
Director's loan account
5,318,154
5,309,806
S 455 tax recoverable
(1,353,940)
(1,355,108)
Other debtors
1,955,240
6,242,361
4,375,008
------------
-------------
------------
------------
6,516,946
10,860,377
5,393,922
4,375,008
------------
-------------
------------
------------
Debtors falling due after one year are as follows:
Group
Company
2022
2021
2022
2021
£
£
£
£
S 455 tax recoverable
1,353,940
1,355,108
------------
------------
----
----
Included within other debtors above is an amount of £1,353,940 (2021 £1,355,108) which is repayable after one year at the earliest. This balance relates to tax paid in respect of director's loan accounts, and is repayable to the company nine months following the company year-end in which the director's loan account is repaid to the company.
20. Cash and cash equivalents
Cash and cash equivalents comprise the following:
2022
2021
£
£
Cash at bank and in hand
203,216
1,770,265
Bank overdrafts
( 192,431)
---------
------------
10,785
1,770,265
---------
------------
21. Creditors: amounts falling due within one year
Group
Company
2022
2021
2022
2021
£
£
£
£
Bank loans and overdrafts
1,054,931
333,334
862,500
Trade creditors
2,314,375
819,411
Amounts owed to group undertakings
4,341,896
Accruals and deferred income
11,848,356
9,980,448
1,828
Social security and other taxes
1,441,741
1,466,236
Shares classed as financial liabilities
3,000,000
3,903,450
3,000,000
3,903,450
Obligations under finance leases and hire purchase contracts
76,925
Other creditors
488,786
271,199
-------------
-------------
------------
------------
20,225,114
16,774,078
3,864,328
8,245,346
-------------
-------------
------------
------------
All hire purchase agreements are secured by a charge over the related asset
The bank loan was secured by a legal mortgage over the groups freehold land and buildings and by a debenture over the assets of the company and its subsidiary undertaking.
22. Creditors: amounts falling due after more than one year
Group
Company
2022
2021
2022
2021
£
£
£
£
Bank loans and overdrafts
22,137,500
2,333,333
22,137,500
Obligations under finance leases and hire purchase contracts
183,161
-------------
------------
-------------
----
22,320,661
2,333,333
22,137,500
-------------
------------
-------------
----
All hire purchase agreements are secured by a charge over the related asset The bank loan was secured by a legal mortgage over the groups freehold land and buildings and by a debenture over the assets of the company and its subsidiary undertaking.
23. Finance leases and hire purchase contracts
The total future minimum lease payments under finance leases and hire purchase contracts are as follows:
Group
Company
2022
2021
2022
2021
£
£
£
£
Not later than 1 year
76,925
Later than 1 year and not later than 5 years
183,161
---------
----
----
----
260,086
---------
----
----
----
24. Provisions
Group
Deferred tax (note 25)
£
At 1 January 2022
113,282
Additions
363,215
---------
At 31 December 2022
476,497
---------
The company does not have any provisions.
25. Deferred tax
The deferred tax included in the statement of financial position is as follows:
Group
Company
2022
2021
2022
2021
£
£
£
£
Included in provisions (note 24)
476,497
113,282
---------
---------
----
----
The deferred tax account consists of the tax effect of timing differences in respect of:
Group
Company
2022
2021
2022
2021
£
£
£
£
Accelerated capital allowances
476,497
113,282
---------
---------
----
----
26. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 396,808 (2021: £ 261,596 ).
27. Government grants
The amounts recognised in the financial statements for government grants are as follows:
Group
Company
2022
2021
2022
2021
£
£
£
£
Recognised in other operating income:
Government grants released to profit or loss
6,000
1,101,709
-------
------------
----
----
28. Called up share capital
Issued, called up and fully paid
2022
2021
No.
£
No.
£
Amounts presented in equity:
Ordinary shares of £ 1 each
24,000
24,000
24,000
24,000
--------
--------
--------
--------
Amounts presented in liabilities:
Preference shares of £ 1 each
3,000,000
3,000,000
3,903,450
3,903,450
------------
------------
------------
------------
29. Reserves
Capital redemption reserve - This reserve records the nominal value of shares repurchased by the company. Profit and loss account - This reserve records retained earnings and accumulated losses.
30. Analysis of changes in net debt
At 1 Jan 2022
Cash flows
At 31 Dec 2022
£
£
£
Cash at bank and in hand
1,770,265
(1,567,049)
203,216
Bank overdrafts
(192,431)
(192,431)
Debt due within one year
(333,334)
(606,091)
(939,425)
Debt due after one year
(2,333,333)
(19,987,328)
(22,320,661)
------------
-------------
-------------
( 896,402)
( 22,352,899)
( 23,249,301)
------------
-------------
-------------
31. Director's advances, credits and guarantees
Included within debtors due within one year are amounts owed by the director,£5,318,154 (2021: £5,309,806). There are no formal terms for repayment and interest is not being charged.