THWAITES (DANIEL) PLC - Annual Financial Report

CHAIRMAN’S STATEMENT

The Company was having a good year until the last month of the financial year saw the world turned upside down by the impact of COVID-19 and forced closure notices.

Our plan last year was to have a year of lower capital expenditure and run the business without interruption to understand the impact of our investments of the past few years and fine tune its performance. I am pleased to report that in the first 11 months, despite some challenging weather and trading conditions, the business was trading very well, with turnover up by 5% and operating profits running 12% ahead of the year before.

Our hotel business had a good year, recovering well from the difficulties it faced last year and once again our Inns posted strong year on year growth. The tenanted pubs were broadly flat year on year.

In early March we completed a refinancing of the business with our banks for a period of 3 years to 2023, which included facilities that gave us headroom and scope for investment in growth. All of this taken together meant that the Company was in good shape approaching its year end.

Of course, the historic trading performance became irrelevant in March as the impact of the measures imposed by the government in response to COVID-19 tore into the business. Facing a total annihilation of sales our priority instantly switched to survival and the protection of the business in order to ride out the storm, conserve cash and protect the strength of the balance sheet. We were able to take advantage of the government schemes and position ourselves for a period of uncertainty. We have suffered several months of losses and are prepared for a slow recovery.

We have used the time whilst not trading profitably to think about how we continue to improve our customer experience as we relaunch the business and start to recover. We have reviewed and revised how we will market to our customers and this has put us in a good place to reopen with an even stronger proposition. We have also considered our structures and cost base across all areas of the business, stripping out unnecessary expenditure and streamlining processes to make the business leaner.

In relaunching we are fortunate to be able to take advantage of the investments that we have made over the past few years. Our properties across the business are in good order; well invested and tilted towards a more premium segment. At a time where cash conservation will continue to be important this is an advantage as there is a less immediate need to spend money on further development.

FINANCIAL RESULTS

Turnover for the year to 31 March 2020 grew by 1% to GBP98.1m (2019: GBP96.9m). The strongest growth once again came from the inns, although our hotels also posted good growth year on year, benefiting from the restructuring last year and renewed focus on room rate.

Underlying operating profit (before GMP adjustment for past service in 2019) is lower than last year at GBP12.6m (2019: GBP13.0m). This reflects the impact of the downturn in trade from the second week of March and full closure of the business from 20 March, the impact of which was to create a reduction in profit in that month of GBP2.5m compared to prior year.

Profit before tax was GBP3.6m (2019: GBP4.5m) and suffered from an adverse mark to market valuation on our swap contracts of GBP4.5m as a result of the emergency interest rate cut by the Bank of England on 19 March 2020 to 0.1%.

Cash generation has been continued to be strong, with EBITDA of GBP19.5m (2019: GBP20.5m), a reduced capital investment programme of GBP10.8m (2019: GBP19.5m) and property disposals of GBP6.3m. Net debt decreased in the year by GBP4.3m from GBP69.7m at 31 March 2019 to GBP65.4m at 31 March 2020.

ACQUISITIONS, DEVELOPMENTS AND DISPOSALS

We have continued to invest in developing our properties however this year we have completed fewer large projects, the biggest being the redevelopment of the Flying Handbag in Blackpool, the refurbishment of The Judges Lodgings and bedrooms at Middletons, York. Our investments were performing well up to the date that our properties were shut.

We acquired three pubs in the year for a total cost of GBP1.8m, The Pendle Inn in Barley, The Hare and Hounds in Foulridge and The Hart’s Head in Giggleswick. All of these pubs have a number of bedrooms and will make good long-term additions to the estate.

In November we sold Funny Girls, which we had acquired from the administrator in the previous year. This business was non-core and we were able to return it to its original owner. We continued to divest of pubs that no longer suit our requirements, and with ten properties sold in the year we received proceeds of GBP6.3m from disposals.

DIVIDEND

An interim dividend of 1.10p (2019: 1.10p) was paid in January 2020 and further to the announcement made on 20 May 2020 the Board does not recommend payment of a final dividend this year (2019: 3.36p).  The preservation of cash is an absolute priority as the Company looks to reopen its properties and rebuild its profits, at which point future dividends will be reviewed.

BOARD

I am delighted that Mark Fisher join us as a non-executive director from 1 June 2019. Mark is currently Chief Development Officer of Merlin Entertainments plc, where he has been a senior member of the management team for over 18 years. Since joining Mark has brought invaluable insight into how we continue to develop our customer offer.

PEOPLE

Our people are the beating heart of our business and it is only with their hard work and unwavering commitment to go the extra mile that we provide our customers with the high service levels that we deliver.

We are a strong business with a long track record and excellent reputation as an employer of choice in our local markets. For the past few years, the labour market has been very tight and there has been no room for complacency. Now, employer reputations are being scrutinised in the current crisis, with the furlough scheme testing employee resilience and some team members on furlough losing self-confidence.

We guard our family values preciously; they provide a strong framework for us to be able to respond to this challenge and to continue to support our teams and our reputation as an excellent employer.

Our staff have been tremendously understanding and supportive of the Company over the past year and through the last few months and I would like to pass on my sincere thanks as we start to understand the speed at which the business will start to trade at more normal levels and bring them back to work.

I would also like to thank our shareholders for their unquestioning support as we rebuild their business for the future.

OUTLOOK

The current COVID-19 crisis has burdened the business with more strain and uncertainty than I can remember at any time in the past two decades and much remains unclear about the speed and direction of any recovery.

Indeed, it is likely that people’s habits will be changed for good, with long-term societal drivers accelerated in areas such as online shopping and working from home dislocating behaviour and retail markets.

Despite this, I remain positive that there is a place for Daniel Thwaites and our high quality and authentic hospitality in the new environment that we face. Lockdown has reinforced that humans are fundamentally sociable beings and they want to visit the pub, seek out rich experiences in their free time and spend time with their friends and families; we are extremely well placed to cater to this.

The drive towards quality within our properties puts them in a good position to be the place of choice should customers choose to go out less frequently. We do not have properties in city centre locations and our larger hotels are located on the motorway network away from public transport. We have good representation in rural locations and national parks, places that people will seek out. The geographic diversity of our properties also provides some resilience should there be localised lockdowns as we continue to respond to the threat of COVID-19.

It is therefore with optimism that we look to the next year and the future, even if the path for the moment is a bit uncertain. I am confident that we will navigate this coming year with dynamism and agility to rebuild our teams, our sales and our profitability in order to allow the company to thrive once more.

R A J Bailey

Chairman

18 November 2020

OPERATING REVIEW

OVERVIEW

The Company is seeing the benefits from several years of intensive capital investment and significant expenditure on acquiring and improving the Company’s assets. The plan for the financial year to March 2020 was to drive sales, control costs and invest carefully, but at a lower level that previous years, in order to fully understand how the business trades without the disruption it has faced over recent years from its investment programme. The other key objective for the year was to reduce net debt in advance of a major investment project at Langdale Chase in 2020/21.

The ongoing tightening of the labour market persisted throughout the year, and this challenging dynamic around attracting and recruiting talented team members has been an underlying theme for some time. We have responded by becoming the employer of choice in our local markets as a result of the strong culture of our family business and providing the opportunity for people to learn and progress within the Company.

Another major theme of the past few years has been a rapid and material increase in the level of competition in the casual dining and accommodation markets, which has made it difficult to increase prices in response to increasing labour and overhead costs. Whilst we have tried to focus on the quality of our offer, discounting had become an endemic feature of the markets we operate in.

In response to the increasing competitive pressures we have focused on the use of technology, and we have adopted a number of tools to help us to increase efficiency, reduce processes, manage data and enhance the customer journey. The approach we have taken to these during the past year has been to seek to differentiate ourselves, avoid discounting and use technology to help us to reduce both our fixed and variable costs.

The arrival of COVID-19 in the winter of 2020 and the subsequent steps taken by the government to shut down the UK hospitality industry in order to seek to contain spread of the virus has had a dramatic effect on each of these themes, which is likely to persist for some time to come.

The decision by the government to ask for the closure of every property the company operates on the 20 March 2020 had a material effect on the year end results, decimating our sales in the closing few weeks of the year and creating an immediate operating cost of closure in the last 10 days of the financial year cost of approximately GBP2.5m. The performance for the year should therefore be measured against this context.

The first half of the year was challenging, characterised by a poor run of weather through the summer and political chaos ahead of the election in December 2019. This had the effect of decreasing consumer confidence as we entered the autumn. The previous year had seen a prolonged hot sunny summer and so the comparatives were challenging.

Despite these factors the first half of the year was a success, with turnover ahead by 7% and operating profit up 9% at the half year. The pubs had a good run, increasing turnover and maintaining their profits, the inns had an excellent summer with strong increases in sales driven by room sales as people chose to stay in the UK, we benefited from the investment made in the previous year at The Beverley Arms. The hotels and spas also got off to a good start after a tricky previous year, posting a recovery in both sales and profitability.

Despite all that was going on in the political arena this momentum was maintained into the autumn and spring, and by the end of February sales were up 5% and operating profits were up 12%.  The underlying non-disrupted performance of the business was demonstrating the strength of the investment strategy that we have been pursuing and our plan to minimise disruption and focus on our core businesses.

In March we suffered three weeks of disruption, which included ten days of no sales whatsoever and so we ended the year with sales having increased by 1%, on a like for like basis, EBITDA decreased by 5% to GBP19.5m (2019: GBP20.5m), whilst group operating profit increased to GBP12.6m (2019: GBP11.8m). Despite the disruption at the end of March, our net debt, which was a core focus for us during the year, ended the year at GBP65.4m (2019: GBP69.7m).

Pubs and Inns

Pubs

Our freehold estate of tenanted pubs numbers approximately 230 properties. We continue to recycle capital into new, more attractive tenanted and managed pub opportunities, where there is the potential to invest and add value and so we continue to dispose of pubs that we do not believe have a long-term future with us.

Our pub estate encompasses community locals to destination food led pubs in both rural and town centre locations, ranging geographically from Cumbria to the Midlands, and from North Wales to Yorkshire.  In the current environment the geographic diversity of the pub estate and the lack of exposure to major city centres should provide some resilience.

We have been operating tenanted pubs for a long time, and we have a strong reputation for our well-established approach. We strongly value our reputation as a partner of choice, acting with integrity, and focusing on investing alongside proven operators to expand and improve the premises with a focus on establishing good quality food offerings. Where the property has the scope, and we believe the demand exists, we support the development of letting bedrooms. We have an estate of high quality, sustainable businesses with multiple income streams that have the ability to generate attractive cashflows.

Our tenanted pubs have had a good year, and whilst they have not posted strong growth, this a mature business, delivering returns at least in line with inflation. They tend to be heavily influenced by weather and so are subject to the vagaries of the British summer. Despite a poor summer they held their own in the first half of the year, poor weather in the January and February 2020 proved much more challenging and in March dropped significantly in the weeks up to lockdown. In a positive sign for the future the increasing move towards premium products by drinkers meant that our margins on beer sales, which comprise a significant element of income, has been growing ahead of trend.  The operating profit of the tenanted pub business decreased by 4% year on year, and average EBITDA per pub was level year on year.

We acquired three new tenanted pubs in the second half of the year, The Pendle Inn, Barley, The Hare and Hounds, Foulridge and The Harts Head, Giggleswick, all of these pubs have accommodation and a strong food offering, two of them are in destination, honeypot walking locations and we expect they will all be good long-term additions to the Company.

We sold the Odeon cinema, that we acquired as part of Funny Girls, back to the former owner in August 2019, and we also disposed of ten pubs during the year. 

The increased levels of tenant churn that we started to experience last year continued through the year, so that at the year-end we had 22 pubs (10% of the estate) which were looking for new tenants compared to 19 pubs last year. It is encouraging that since pubs re-opened on 4 July 2020 a number of tenants have withdrawn their notice, in addition to which we have seen strong pickup in interest from high quality candidates looking to take on a pub with us.

During the year we completed 12 development projects at a cost of GBP1.9m. The major project in the year was the refurbishment of the Flying Handbag in Blackpool, which is one of the most well-known LGBT venues in the north of England. We invested GBP600k in a complete refurbishment and relaunched the property at the end of February 2020; prior to lockdown the pub was trading well ahead of expectations and we expect that it will trade very well once distancing measures are relaxed. Other major projects were completed at the Malt Shovel, Barkby, The Bluebell, Carlton-in-Lindrick and the Boot and Shoe, Elswick.

Brewery

Our new craft brewery was launched in July 2018 and has gone from strength to strength since. It has won awards for the quality of its ales and customer feedback on the beers has been fantastic. We continue to brew ales only for distribution in our own properties and this path is proving to be a successful one for us.

In the summer of 2019, we launched a new core range of five beers to such resounding support that we quickly took the decision to increase capacity in the brewery. We installed three new fermenting vessels in October and are now able to keep up with increased demand.

This coming year we will build on this success by re-introducing our popular range of guest ales, which was not possible whilst we were capacity constrained.

Inns

We own and manage a growing portfolio of inns and we will continue to look to expand this segment of our business in the future through the acquisition of high-quality properties in outstanding locations to develop this part of our business.

Our Inns are positioned at the premium end of the market, they have a busy bar at their core, a home cooked food offering and high quality, comfortable accommodation – they focus on providing outstanding hospitality and offer an attractive and more personal alternative to the mid-market hotel chains.

This segment of the market has performed strongly over the past few years and is positioned for continued growth as customers look for something special that is authentic and honest, delivered by operators who can provide a quality experience consistently. We have worked hard in this area and sales during the year increased by 8% and operating profits have increased by 13%.

The Inns have all delivered strong performances, but in particular The Beverley Arms and The Crown, Pooley Bridge have posted exceptional performances which bodes well for the future.

In York, the performance of The Judges Lodging had started to suffer due to a number of new entrants to the market since we opened five years ago, so in January 2020 we closed it for a refurbishment of the bedrooms, restaurants and bars. It is now well placed to make the most of its superb location and its strong offering as the market picks up again.

Hotels & Spas

We own and operate ten hotels which are spread across England. Our hotels are positioned towards the premium end of the market and most have leisure and spa facilities. In recent years we have invested in them to amplify the individual character of each hotel in its local area, supported by a great food and drink offering with local nuances. Our vision, similar to our Inns, is to create a collection of interesting, characterful contemporary hotels, that are the best in their local area.

The operational plan for the year was to minimise disruption after a number of years of major capital projects and focus on quality and service. This has been successful and against a provincial hotel market that has been struggling and where revenue per available room decreased in value by 1%, our hotels sales were trending prior to lockdown at 7% growth, with operating profits at the end of February up 19%, a strong recovery from a difficult performance the previous year. With the impact of closure in March they ended the year with increased sales of 3%, with operating profit also up by 3% year on year, which was ahead of the UK regional market.

We completed very few refurbishment schemes in the year, with the exception of some pool hall and gym refurbishments. We finalised our refurbishment plans for Langdale Chase, which is a major scheme designed to reposition the hotel into the luxury end of the market and the works planned will require closing the hotel for a full year. The project has been put on hold for the time being whilst we assess the speed of any recovery in the market post COVID-19.

The performance of the hotels prior to lockdown was very encouraging and we were making progress to increase our rooms income both through increased occupancy and rate. The location of our hotels, outside city centres and positioned mainly on the motorway networks, with integrated spa and leisure facilities should stand them in good stead as the hotel market recovers.

Summary and future developments

The business was trading well as we entered March 2020 and was on track to post good year on year growth in all areas, performing in line with or ahead of the market. This momentum was significantly impacted by lockdown, but the factors that were driving the performance as we shut down provide reassurance that once the market starts to recover the positioning of our estate of pubs, inns and hotels is well placed to come out of the current crisis in a strong position.

The common themes of the last few years regarding the labour market and increased competition, especially from the casual dining market, look likely to abate and even reverse as a consequence of COVID-19. Business failure and increased unemployment become clearer in the coming months. Supply of new hotels into the regional market looks as though it will be muted until hotels have fully reopened and recovery is embedded.

We have accelerated in lockdown the use of new technology by implementing online ordering and payment and improving our EPoS and customer feedback systems, creating further efficiency gains.

Forced lockdowns have required us to face into the abyss of survival. Our thoughts are about how we can maintain and build back the quality of our offering and our guest experience to reinforce the progress that we made in previous years. In this we have an opportunity to continue to stand out from the crowd and emerge as the best on the block.

Opportunities will arise from the changed operating environment and we are ready to embrace them, be it through taking advantage of staycations, continuing to drive quality in our food and drink offering, taking advantage of the labour market to attract great quality candidates and in the fullness of time looking for more acquisitions.

Our operational plan last year and focus on reducing our net debt meant that we ended the year in a strong position to confront the COVID-19 crisis. Whilst to some degree we are exposed to consumer confidence, the strength of the economy and the appetite of our corporate customers to visit our hotels, our relative position in the market is favourable and we are ready to make the most of the situation in which we find ourselves.

Financial Review

Results

Turnover for the year ended 31 March 2020 increased by 1% to GBP98.1m (2019: GBP96.9m). Operating profit increased by 7% to GBP12.6m (2019: GBP11.8m).

The measurement of the interest rate swaps at fair value resulted in a charge of GBP4.5m (2019: a charge of GBP2.5m).

Profit before taxation for the year was GBP3.6m (2019: GBP4.5m).

Business Review

The key issues facing the Group are covered in the Chairman’s Statement and Strategic Report. The KPIs used by the Group to monitor its overall financial position can be summarised as follows:

The principal non-financial indicators monitored by management are:

Pubs and Inns

Utility consumption, health and safety incidents, beer volumes, customer ratings and tenant recruitment.

Hotels

Room occupancy rates, customer ratings, health and safety incidents, spa memberships and wedding and event numbers.

Interest rate swaps measured at fair value

The Group has interest rate swaps for GBP55m which are recognised as a financial liability. During the year ended 31 March 2020, there was significant volatility in future interest rate expectations due to the political and economic uncertainty arising from Brexit, followed by a significant reduction in interest rates in March 2020 as a reaction to the COVID-19 pandemic, as a result the movement in the fair value of the interest rate swaps was a charge to the profit and loss account of GBP4.5m (2019: a charge of GBP2.5m).

Interest payable

Net interest payable was GBP3.9m (2019: GBP3.9m) as loan capital decreased from GBP73.5m at the start of the year to GBP65.5m at the end of the year. 

Taxation

The tax charge on profit for the year was GBP0.3m, an effective rate of 8.3%, due to adjustments to deferred tax as the future tax rate was changed from 17% to 19% at the last budget.

Earnings per share

The earnings per share was 5.6p (2019: 5.9p).

Dividends

An interim dividend of 1.10p has been paid, but the Board did not recommend the payment of a final dividend due to the need to preserve cash due to the closure of the business in response to the COVID-19 pandemic, which will make a total of 1.10p for 2020 (2019: 4.46p).

Cash flow and financing

The Group’s net borrowing reduced by GBP4.3m, from GBP69.7m at 31 March 2019 to GBP65.4m at 31 March 2020 due to proceeds from property disposals.

The Group made deficit contributions to the defined benefit pension schemes of GBP0.8m (2019: GBP1.8m). Whilst these schemes were closed in August 2009, the Group is committed to funding the deficit on the schemes which was GBP32.3m, before tax, at 31 March 2020, an increase of GBP7.5m from GBP24.8m at 31 March 2019.

The Group renewed it bank facilities in March 2020, putting in place revolving credit facilities of GBP35m, of which GBP20.5m was drawn down at 31 March 2020. The Group also has GBP45m of long-term debt and cash balances of GBP0.1m at 31 March 2020.

The combined deficits of the defined benefit pension schemes, net of deferred tax, increased by GBP5.6m from GBP20.6m at 31 March 2019 to GBP26.2m at 31 March 2020.

The main reason for the increase in the deficit is due to a significant fall in the value of scheme assets at 31 March 2020 due to the impact of the COVID-19 pandemic on equity values. This was partially offset by the adoption of revised mortality projections, and a fall in inflation expectations which placed a lower value on scheme liabilities.

Property

During the year we sold ten pubs, Funny Girls in Blackpool and three ancillary properties for a total of GBP6.3m generating a profit against book value, after disposal costs, of GBP0.8m.

In line with our accounting policy, 20% of our properties were subject to a formal revaluation, and additionally an impairment review was carried out on the rest of our property estate. This resulted in a reduction in the total value of our property portfolio of GBP2.0m, of which GBP2.3m was added to the revaluation reserve and GBP0.3m deducted from cost and charged to the profit and loss account.

Treasury policy and financial risk management

Treasury policies are subject to Board approval. All borrowings are in sterling and comprise a mixture of fixed interest loans and facilities carrying LIBOR related floating rates. The Group has interest rate swaps for GBP55m where it is committed to pay the difference between LIBOR and fixed interest rates. At 31 March 2020 a financial liability of GBP21.4m has been recognised in respect of these interest rate swap contracts.

Going Concern

At 31 March 2020 the Company had total borrowing facilities of GBP82m, which were made up of the long-term loan of GBP45m, revolving credit facilities of GBP35m and overdraft facilities of GBP2m. When compared to net debt of GBP65.4m at 31 March 2020, this gave head room of GBP16.6m.

The Company has a strong balance sheet with just under GBP300m of high-quality freehold assets, and went into this crisis with a relatively low level of gearing.

The decisive actions taken by the Company and the financial support that the hospitality industry has received from the UK government together mean that during the period from 1 April to 30 September 2020 net debt increased by only GBP1.2m. 

The Company carried out detailed financial forecasting to access the potential impact of the COVID-19 pandemic on the business over the period until March 2023. These forecasts show that an operating loss and an increase in net debt are likely in the year ending 31 March 2021.

The Company comfortably met all its bank covenants at 31 March 2020, but the forecasts showed that due to closure covenants would be breached during the year ending 31 March 2021 and potentially beyond. This depends on what restrictions continue to be imposed on the hospitality industry and the rate of business recovery once they are removed. The Company received covenant waivers or relaxed covenant tests from its lenders at 30 June 2020 and 30 September 2020.

The restrictions that have been imposed on the hospitality industry in terms of capacity reduction due to table spacing, the 10.00pm curfew, and the tier system followed by the second full lockdown starting on 5 November have created further uncertainty and make forecasting future performance very difficult.

The Company is having ongoing covenant renegotiations with its lenders and will continue to do so throughout the duration of its recovery. Whilst the directors believe that the current facilities should be sufficient to see it through, it is looking to put additional revolving credit facilities in place as a prudent measure. The Company has very strong long-term relationships with its lenders, who are very supportive of the Company, and the Directors believe that these negotiations will be successful.

Despite the material uncertainties described above, the financial statements have been prepared on a going concern basis as the Board believes that it will be able to take the appropriate actions during this ongoing period of uncertainty to ensure the long-term future of the business.

Kevin Wood

Finance Director

18 November 2020

EXTRACT FROM AUDITED FULL FINANCIAL STATEMENTS FOR THE YEAR ENDED

31 MARCH 2020

GROUP PROFIT AND LOSS ACCOUNT

DANIEL THWAITES PLC

DANIEL THWAITES PLC

GROUP CASH FLOW STATEMENT

For the year ended 31 March 2020