Company registration number 03199030 (England and Wales)
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
COMPANY INFORMATION
Directors
Simon Down
Richard Holland
Alun Jones (Chairman)
Hayley Parsons OBE
Martyn Ryan
Chris Sutton
Simon Webber
Keith Morgan
Neal Griffith
(Appointed 25 January 2024)
Phillip Kempe
(Appointed 25 January 2024)
Secretary
Martyn Ryan
Company number
03199030
Registered office
Cardiff Arms Park
Westgate Street
Cardiff
South Glamorgan
United Kingdom
CF10 1JA
Auditor
Azets Audit Services
Ty Derw, Lime Tree Court
Cardiff Gate Business Park
Cardiff
United Kingdom
CF23 8AB
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
CONTENTS
Page
Chairman's statement
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Strategic report
5 - 7
Independent auditor's report
8 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Statement of cash flows
14
Notes to the financial statements
15 - 26
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
- 1 -
I ended my last statement by asserting that after a tumultuous year our focus must now shift to the future and to find a formula for the success we all crave and for stability off the field to enable us to perform on the field.
The new financial and regulatory framework between the regions and the WRU, the "new" PRA, was signed near to the close of this financial year. I wish to extend my appreciation and thanks to our colleagues at the WRU, the other regions, the PRB and our funders for their perseverance and support to bring much-needed stability to our professional game. It would also be remiss of me not to thank the Thomas family for their unstinting support during this unsettling period.
Welsh professional rugby still has many challenges ahead of it, but the re-building work has started. Cardiff Rugby is determined to play its part and to be part of the solution as we build a new future for our game.
On the rugby front the work to craft a new squad started as the season drew to a close, with a clear focus on youth and our pathway. I am grateful for the continued support of all our players, coaches and their representatives as we navigate our way through the new contracting arrangements. Despite all the challenges, we finished as the best placed Welsh team in the URC competition which meant we qualified for the Champions Cup and some mouthwatering fixtures at the Arms Park.
Off the park, our executive team and staff have worked tirelessly to ensure we continue to enjoy match days at the Arms Park and we are all experiencing their exceptional work in what I believe to be the best match day experience in Welsh club rugby. Indeed, our match day experience is now recognised as being one of the best across the URC.
As the financial year closed, the acquisition by Helford Capital Limited of a majority shareholding in our company has now completed and as we pass over the baton and look forward to an exciting future, we remain grateful for the support given to us over so many years by our major shareholders the Thomas family, Martyn Ryan, the Smart family and Paul Bailey.
Along with Helford Capital, work has now started on formulating our new on and off field strategy which we hope to share with you shortly.
Thank you, on behalf of the entire board and staff at Cardiff Rugby, for you continued support and encouragement.
Alun Jones
Chairman
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 2 -
The directors present their annual report and financial statements for the year ended 30 June 2022.
Principal activities
The principal activity of the Company continued to be that of professional rugby together with related activities.
Results and dividends
The results for the year are set out on page 11.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
Keith Morgan, Chris Sutton and Simon Down are appointed by Cardiff Athletic Club, who hold 750,000 Heritage shares of £1 and 500,000 Ordinary shares of £1.
Simon Down
Richard Holland
Alun Jones (Chairman)
Hayley Parsons OBE
Martyn Ryan
Chris Sutton
Simon Webber
Andrew Williams
(Resigned 16 January 2023)
Keith Morgan
P Thomas CBE
(Deceased 29 March 2023)
Neal Griffith
(Appointed 25 January 2024)
Phillip Kempe
(Appointed 25 January 2024)
Auditor
In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Going Concern
For the year ended 30 June 2023, the company suffered a loss of £2,180k, with net current liabilities of £5.9m and net liabilities of £10.6m at 30 June 2023. In June 2023 a funding framework was agreed with the WRU alongside a key shareholder entering into a binding agreement to financially support the company if required, providing further certainty over funds and cashflow. As noted on page 1 there has been a change in the shareholdings in the company and the terms of the agreement referred to above have been taken over by the new principal shareholders.
The Directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements. The forecasts which take into account the funding sources referred to above indicate the company will have sufficient funds to meet its liabilities as they fall due for a period of at least 12 months from the approval of the accounts. Accordingly, the directors continue to adopt the going concern basis of preparation.
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 3 -
Employment Policy
It is the Company's policy to treat all its employees fairly and ensure equal opportunity for all regardless of gender, ethnic origin, age, disability or religion.
On behalf of the board
Richard Holland
Alun Jones (Chairman)
Director
Director
27 March 2024
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
- 4 -
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are 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. They are 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.
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 5 -
Business Review
As you will see from the attached Chair and Finance reports, the financial landscape and funding challenges within Wales have been the most pressing issue during the reported year. To avoid repetition I will only outline a high level narrative of the period reported.
The lack of progress and delays in agreeing and signing a new agreement with PRB/WRU placed an enormous strain on the company and its executive team. We returned to the old days of crisis management, managing creditors and delayed payments. This situation continued well into 2023, and the reduction in funding and need to reset the market, which had become over inflated, led to a number of high profile players to depart the club at the end of the 2022-23 season.
The incredibly sad passing of Peter Thomas CBE exacerbated the pressure and challenges felt by the club. On a human level Peter was a friend, colleague and mentor to so many of us and is dearly missed by all at Cardiff Arms Park. So much has been said and written about Peter’s dedication and contribution to professional rugby in Cardiff and it is no exaggeration to say we would not be here today if not for Peter.
He remained involved in company matters right into his final days, agreeing the new RPI and setting in place plans for the club for after his passing. We remain enormously grateful to Peter and his family for their support.
Over the period since, we were instructed by the family to find new investment and as has been widely reported, new owners have now been found. At the time of writing Helford Capital with Philip Kempe and Neal Griffith at the helm have acquired an 84.55% shareholding in the company, taking on the shares of the Thomas family, Paul Bailey, Martin Ryan and the Smart family.
We experienced an extremely disappointing end to the 2021-22 season with a succession of disheartening Welsh derby defeats and a heavy loss to Benetton Rugby.
We enjoyed a more positive start to the 2022-23 season, we enjoyed notable wins over the likes of DHL Stormers at home and Hollywoodbets Sharks over in Durban but some disappointing losses over the Christmas period hindered our progress. We did however reach the quarter-finals of the European Challenge Cup with a memorable Round of 16 victory over Sale Sharks, who were high flying in the English Premiership at the time, and finished the top-placed Welsh team in the URC, securing the Welsh Shield with a convincing 38-21 victory over the Ospreys on Judgement Day. This was a pleasing end to the season and there was some satisfaction at finishing the top Welsh team, however the fact that we finished 10th in the URC, lays bare the challenges facing the professional game in Wales. However, Dai Young left his role as Director of Rugby to be replaced by Matt Sherratt.
At the Arms Park there has been little progress in terms of agreeing a new long-term lease. We have explored alternative options, however it is everyone’s preference and intention that Cardiff Rugby remain at the iconic venue. Cardiff Athletic Club’s PropCo continue to lead on this front and at the time of writing, we are enjoying very positive relations with all parties. While an agreement is yet to be reached, we are optimistic for the future.
Our plans to create a high performance centre at Pentwyn continued to develop, albeit at a slow pace due to a number of issues. Building works had initially been due to begin in January 2023, with the pitch work beginning in Spring to be available for the start of 2023-24 pre-season. However, further delays meant no progress was made and readers will be aware that we have now withdrawn from the project. While this has been frustrating for ourselves and will undoubtedly be disappointing for many within the Pentwyn community, we remain grateful to Cardiff Council and GLL for their support throughout and the people of Pentwyn for their warm welcome.
I would also like to take this opportunity to thank the entire team both on and off the field for their continued dedication and hard work, to Alun Jones for his unwavering support and leadership as chairman, our board and all of our partners, sponsors and suppliers for their continued support.
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 6 -
Key performance indicators
KPIs for Year ended June WRU Income Competition Income Commercial Income Rugby Salaries Rugby Costs Direct Costs Gross (Loss)/Profit Restructuring Costs Government Grants Overheads Operating Loss for the year Interest payable Loss before taxation Net Current Liabilities Liquid Assets Net Liabilities Cash Inflow/(Outflow) | 2023 £000 8,853 2,338 4,910 16,101 (10,242) (1,357) (2,080) (13,680) 2,421 (708) (3,642) (1,929) (342) (2,271) (5,871) 180 (10,560) (251) | 2022 £000 6,061 2,842 4,329 13,232 (9,203) (1,238) (2,157) (12,598) 634 293 (3,073) (2,146) (142) (2,288) (3,254) 431 (8,380) (2,752) | 2021 £000 1,304 2,822 1,264 5,390 (7,070) (1,043) (814) (8,927) (3,537) 4,721 (2,689) (1,505) (126) (1,631) (1,728) 3,182 (6,175) 3,197 |
2023 was another difficult year financially, with the Company suffering a sizable loss leading to a weakening of the balance sheet as net liabilities rose significantly. Revenues increased due to a rise in WRU Income, as detailed below, but this positive development was offset by a fall in Competition Income as both the professional competitions that the Club plays in, URC and EPCR, generated disappointing revenues. Commercial Income improved as a result of better sponsorship revenues and greater utilisation of the Cardiff Arms Park site for hospitality. The legacy of pre covid contracts meant that player costs remained high.
During the year, Cardiff Rugby have incurred restructuring costs of £707,743 (2022: £nil) related to the administration of the restructured rugby department and also the reorganisation of its connected charitable activities. The costs of these restructurings are deemed exceptional and are separately disclosed.
As noted in last year’s financial report, the package related to the Revised Professional Rugby Agreement (RPRA), became effective in June 2023. As a part of that agreement, WRU Income has grown due to the inclusion for the first time of an allocation of the revenue from the transaction under which CVC acquired a proportion of the commercial rights to Six Nations matches. Further amounts will be distributed over the 6 year term of the RPRA financial plan. The Company also entered into a £3.75 million loan facility with the WRU which was drawn in July 2023, so will be recognised in Financial Year 2024. This facility has improved our short term financial position through enabling the payment of current creditors, whose support has been essential. However, as has been widely publicised, the RPRA imposes strict financial limits on Wales’ professional clubs including a salary cap of £4.5m. These strictures are necessary to service the capital and interest costs of the debt accumulated by the Company.
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 7 -
Principal risks and uncertainties
Financial risk management objectives and policies
The company operates a number of risk management policies designed to minimise its exposure to financial risk.
Liquidity and cash flow risk
The company produces detailed management accounts and forecasts, which enable the Directors to monitor the cash position and to ensure that there is sufficient liquidity and cash flow to minimise the risk of the company being unable to pay its debts as they fall due.
The company utilises loans to finance its operations. The continued availability of these debt facilities is crucial to the future prospects of the company.
Borrowings at variable rates expose the company to interest rate risk, however the directors actively manage this risk by monitoring cash-flow to ensure such borrowings are minimised.
Credit risk
Given the nature of the business the company does not consider that it faces any significant credit risk.
Price risk
The company actively manages price risk by agreeing terms with suppliers prior to entering into any transactions with customers.
Richard Holland
Chief Executive Officer
27 March 2024
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CARDIFF BLUES LIMITED
- 8 -
Opinion
We have audited the financial statements of Cardiff Blues Limited (the 'company') for the year ended 30 June 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 30 June 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CARDIFF BLUES LIMITED
- 9 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CARDIFF BLUES LIMITED
- 10 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Andrew Howells
Senior Statutory Auditor
For and on behalf of Azets Audit Services
27 March 2024
Chartered Accountants
Statutory Auditor
Ty Derw, Lime Tree Court
Cardiff Gate Business Park
Cardiff
United Kingdom
CF23 8AB
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
- 11 -
2023
2022
Notes
£
£
Turnover
3
16,100,630
13,232,535
Cost of sales
(13,679,523)
(12,598,137)
Gross profit
2,421,107
634,398
Administrative expenses
(3,641,611)
(3,073,373)
Other operating income
292,792
Exceptional item
4
(707,743)
Operating loss
5
(1,928,247)
(2,146,183)
Interest payable and similar expenses
9
(342,220)
(141,395)
Loss before taxation
(2,270,467)
(2,287,578)
Tax on loss
10
90,237
82,161
Loss for the financial year
(2,180,230)
(2,205,417)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
BALANCE SHEET
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
11
104,406
201,210
Current assets
Stocks
12
15,000
15,374
Debtors
13
780,440
415,133
Cash at bank and in hand
180,360
430,934
975,800
861,441
Creditors: amounts falling due within one year
14
(6,846,540)
(4,116,072)
Net current liabilities
(5,870,740)
(3,254,631)
Total assets less current liabilities
(5,766,334)
(3,053,421)
Creditors: amounts falling due after more than one year
15
(4,794,130)
(5,326,813)
Net liabilities
(10,560,464)
(8,380,234)
Capital and reserves
Called up share capital
18
14,323,303
14,323,303
Profit and loss reserves
(24,883,767)
(22,703,537)
Total equity
(10,560,464)
(8,380,234)
The financial statements were approved by the board of directors and authorised for issue on 27 March 2024 and are signed on its behalf by:
Richard Holland
Alun Jones (Chairman)
Director
Director
Company Registration No. 03199030
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 July 2021
14,323,303
(20,498,120)
(6,174,817)
Year ended 30 June 2022:
Loss and total comprehensive income for the year
-
(2,205,417)
(2,205,417)
Balance at 30 June 2022
14,323,303
(22,703,537)
(8,380,234)
Year ended 30 June 2023:
Loss and total comprehensive income for the year
-
(2,180,230)
(2,180,230)
Balance at 30 June 2023
14,323,303
(24,883,767)
(10,560,464)
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
- 14 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
21
(96,749)
(2,046,761)
Interest paid
(342,220)
(141,395)
Income taxes refunded
90,237
82,161
Net cash outflow from operating activities
(348,732)
(2,105,995)
Investing activities
Purchase of tangible fixed assets
(9,674)
(113,877)
Net cash used in investing activities
(9,674)
(113,877)
Financing activities
Proceeds from borrowings
107,832
Repayment of borrowings
(507,536)
Payment of finance leases obligations
(24,352)
Net cash generated from/(used in) financing activities
107,832
(531,888)
Net decrease in cash and cash equivalents
(250,574)
(2,751,760)
Cash and cash equivalents at beginning of year
430,934
3,182,694
Cash and cash equivalents at end of year
180,360
430,934
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
- 15 -
1
Accounting policies
Company information
Cardiff Blues Limited is a private company limited by shares incorporated in England and Wales. The registered office is Cardiff Arms Park, Westgate Street, Cardiff, South Glamorgan, UK, CF10 1JA.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
For the trueyear ended 30 June 2023, the company suffered a loss of £2,180k, with net current liabilities of £5.9m and net liabilities of £10.6m at 30 June 2023. In June 2023 a funding framework was agreed with the WRU alongside a key shareholder entering into a binding agreement to financially support the company if required, providing further certainty over funds and cashflow. As noted on page 1 there has been a change in the shareholdings in the company and the terms of the agreement referred to above have been taken over by the new principal shareholders.
The Directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements. The forecasts which take into account the funding sources referred to above indicate the company will have sufficient funds to meet its liabilities as they fall due for a period of at least 12 months from the approval of the accounts. Accordingly, the directors continue to adopt the going concern basis of preparation.
1.3
Turnover
Turnover represents amounts invoiced, excluding value added tax, in respect of the sale of goods and services. Ticket income, hospitality income and income from competitions are recognised as revenue when the respective event takes place. Revenue from commercial contracts - including broadcasting revenue, sponsorship and the lease of hospitality boxes is recognised based on the terms of the contract. WRU receipt income is recognised in accordance with contractual arrangements with the WRU.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Land and buildings Leasehold
6 - 10 years
Plant and machinery
4 - 6 years
Fixtures, fittings & equipment
4 years
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 16 -
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 17 -
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 18 -
Basic financial liabilities
Basic financial liabilities, including creditors and loans, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred taxation is provided in full in respect of taxation deferred by timing differences that have originated but not reversed at the balance sheet date.
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 19 -
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.14
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.16
Fees payable to and receivable from other rugby football clubs on the transfer of a player's registration, together with associated costs, are dealt with through the profit and loss account in the accounting year in which the transfer of the player's registration takes place.
1.17
No value has been attributed to player's contracts in the balance sheet.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 20 -
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2023
2022
£
£
Turnover analysed by class of business
Match day income
1,007,671
1,010,196
Competitions income
2,337,526
2,842,337
WRU receipts
8,853,315
6,060,986
Sponsorship income
1,264,917
1,004,852
Hospitality and catering income
1,537,246
1,347,607
Other
1,113,720
966,557
16,100,630
13,232,535
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
16,100,630
13,232,535
2023
2022
£
£
Other revenue
Grants received
-
292,792
4
Exceptional item
2023
2022
£
£
Expenditure
Exceptional - Restructuring costs
707,743
-
During the year, Cardiff Rugby have incurred restructuring costs of £707,743 (2022: £nil) related to the administration of the restructured rugby department and also its connected charitable activities. The costs of these restructurings are deemed exceptional and are separately disclosed.
5
Operating loss
2023
2022
Operating loss for the year is stated after charging/(crediting):
£
£
Government grants
-
(292,792)
Fees payable to the company's auditor for the audit of the company's financial statements
18,500
16,570
Depreciation of owned tangible fixed assets
106,478
125,602
Depreciation of tangible fixed assets held under finance leases
-
20,000
Operating lease charges
88,631
110,478
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 21 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Executive directors
1
1
Coaching and playing staff
110
115
Operations and administration staff
136
112
Total
247
228
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
10,303,219
9,254,509
Social security costs
1,187,561
1,099,379
Pension costs
109,743
105,610
11,600,523
10,459,498
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
178,500
168,500
8
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
18,500
16,570
9
Interest payable and similar expenses
2023
2022
£
£
Other finance costs:
Other interest
342,220
141,395
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 22 -
10
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
(90,237)
(82,161)
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Loss before taxation
(2,270,467)
(2,287,578)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(431,389)
(434,640)
Tax effect of expenses that are not deductible in determining taxable profit
3,104
4,935
Unutilised tax losses carried forward
428,786
421,199
Permanent capital allowances in excess of depreciation
(501)
Depreciation on assets not qualifying for tax allowances
8,506
Research and development tax credit
(90,237)
(82,161)
Taxation credit for the year
(90,237)
(82,161)
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 23 -
11
Tangible fixed assets
Land and buildings Leasehold
Plant and machinery
Fixtures, fittings & equipment
Total
£
£
£
£
Cost
At 1 July 2022
2,109,226
501,237
678,968
3,289,431
Additions
459
9,215
9,674
Disposals
(1,640,293)
(188,109)
(576,197)
(2,404,599)
At 30 June 2023
468,933
313,587
111,986
894,506
Depreciation and impairment
At 1 July 2022
2,010,576
398,910
678,735
3,088,221
Depreciation charged in the year
47,310
47,186
11,982
106,478
Eliminated in respect of disposals
(1,640,293)
(188,109)
(576,197)
(2,404,599)
Transfers
17,583
(17,583)
At 30 June 2023
417,593
275,570
96,937
790,100
Carrying amount
At 30 June 2023
51,340
38,017
15,049
104,406
At 30 June 2022
98,650
102,327
233
201,210
12
Stocks
2023
2022
£
£
Finished goods and goods for resale
15,000
15,374
13
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
406,566
192,528
Other debtors
191,180
44,570
Prepayments and accrued income
182,694
178,035
780,440
415,133
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 24 -
14
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Other borrowings
16
1,288,452
647,937
Trade creditors
2,196,457
1,251,600
Taxation and social security
1,859,676
1,677,839
Other creditors
387,958
336,925
Accruals and deferred income
1,113,997
201,771
6,846,540
4,116,072
15
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Other borrowings
16
4,794,130
5,326,813
16
Loans and overdrafts
2023
2022
£
£
Other loans
6,082,582
5,974,750
Payable within one year
1,288,452
647,937
Payable after one year
4,794,130
5,326,813
A fixed and floating charge dated 16 June 2023 has been placed upon Cardiff Blues Limited by The Welsh Rugby Union Limited over all the property or undertaking of the company.
17
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
109,743
105,610
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 25 -
18
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
4,285,202
4,285,202
4,285,200
4,285,200
Heritage shares of £1 each
750,000
750,000
750,003
750,002
A shares of £1 each
9,288,101
9,288,101
9,288,100
9,288,101
14,323,303
14,323,303
14,323,303
14,323,303
The Heritage shares rank equally with Ordinary shares except for the right to appoint two directors to the Board and to remove any person so appointed from time to time. Also the approval of the holders of the Heritage shares must be obtained before the company can, inter alia, alter its articles of association, dispose of its rugby activities, substantially alter the nature of the business, change the club's colours or move the home ground outside of Cardiff.
The A shares hold non voting and non participating rights but hold the right to conversion to ordinary shares under certain circumstances.
19
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
148,959
64,665
Between two and five years
64,489
88,304
In over five years
2,597
213,448
155,566
20
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Purchases
Sales
2023
2022
2023
2022
£
£
£
£
Other related parties
665,433
449,718
226,796
75,377
2023
2022
Amounts due to related parties
£
£
Key management personnel
1,170,082
778,641
Other related parties
98,489
17,521
CARDIFF BLUES LIMITED
T/A CARDIFF RUGBY
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
20
Related party transactions
(Continued)
- 26 -
Key Management Personnel - Other loans
1) A loan totalling £726,002 (2022: £363,641 ) was due to Atlantic Properties Developments PLC, a company under the control of Peter Thomas. The balance has been included in both short term and long term creditors in line with the terms of the agreements.
2) A loan of £444,080 (2022: £415,000) is due to Paul Bailey. The balance has been included in both short term and long term creditors in line with the terms of the agreements. A fixed charge is held over the pitch by Paul Bailey.
3) The non-executive directors did not receive any remuneration.
The following amounts were outstanding at the reporting end date:
2023
2022
Amounts due from related parties
£
£
Other related parties
138,327
43,351
Other information
A guarantee of £337,500 has also been provided by Martyn Ryan in respect of a loan received by the Company.
21
Cash absorbed by operations
2023
2022
£
£
Loss for the year after tax
(2,180,230)
(2,205,417)
Adjustments for:
Taxation credited
(90,237)
(82,161)
Finance costs
342,220
141,395
Depreciation and impairment of tangible fixed assets
106,478
145,602
Movements in working capital:
Decrease/(increase) in stocks
374
(2,509)
(Increase)/decrease in debtors
(365,307)
275,824
Increase/(decrease) in creditors
2,089,953
(319,495)
Cash absorbed by operations
(96,749)
(2,046,761)
22
Analysis of changes in net debt
1 July 2022
Cash flows
30 June 2023
£
£
£
Cash at bank and in hand
430,934
(250,574)
180,360
Borrowings excluding overdrafts
(5,974,750)
(107,832)
(6,082,582)
(5,543,816)
(358,406)
(5,902,222)
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