Registered number |
J.Carter Sporting Club Limited | |
Contents | |
Page | |
Company Information | 1 |
Strategic Report | 2 |
Directors' Report | 6 |
Independent Auditor's Report | 9 |
Income Statement | 12 |
Statement of Financial Position | 13 |
Statement of Changes in Equity | 14 |
Statement of Cash Flows | 15 |
Notes to the Accounts | 16 |
Company Information |
Directors |
Auditors |
Pacific Chambers |
11-13 Victoria Street |
Liverpool |
Merseyside |
L2 5QQ |
Bankers |
2 - 4 St Anns Square |
Manchester |
M2 7HD |
Registered office |
1 Central Street |
Manchester |
M2 5WR |
Registered number |
Strategic Report | ||
Overview | ||
The financial period ended 4 February 2024 has been a landmark year for Castore. The business has continued to scale rapidly with sales increasing 65% to £190m despite a number of macroeconomic headwinds. This growth has been supported by strong development in both our partnerships and mainline brand divisions. Our vertically integrated model remains unique in the global sportswear market and has allowed us to continue to take market share from our competitors. During the period, the business has strengthened its roster of sponsorship partners, which encompass globally recognised, elite teams and athletes across motorsport, football, rugby, cricket and tennis. These new partnerships have allowed Castore to demonstrate its ability to scale internationally with clubs such as Feyenoord in the Netherlands, Leinster in Ireland and Athletic Bilbao in Spain. All of these associations provide opportunities for the brand to showcase its premium performance sportswear, driving athletic performance to potential customers in new geographies and the directors are delighted that Castore has become an integral part of continued on-pitch, on-court and on-podium successes for its associated teams. Alongside growth, the period has also been marked by a successful fundraise. £145m was raised in a funding round led by Raine Partners, with participation from Hanaco Ventures and Felix Capital. The majority of this raise, realised through the issue of new shares, was received prior to the period end and, net of associated costs, has contributed to closing cash of £97.6m (2023: £0.8m). Included within exceptional costs in the period were £6.4m (2023: £nil) of one-off costs relating to the fundraise. The investment represents a strong endorsement of the Company’s growth trajectory and, alongside existing funding headroom, enables Castore to continue in its mission to disrupt the premium sportswear landscape globally. Castore’s founding mission was to build the number one premium sportswear brand in the world and FY24 represented another milestone on that journey. |
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The period has also seen continued investment in people, systems and infrastructure to support our continued long term growth ambitions. Collectively, the new senior hires strengthen the senior leadership team and provide the necessary breadth of knowledge, deep functional capability and sector experience to realise the brand’s ambition through 2025 and beyond. | ||
During the period, average headcount has increased from 399 to 517, the number of physical stores and websites has increased to 68 and the higher throughput of product has necessitated the expansion and addition of storage and fulfilment centres and suppliers. Despite material up front cost, these investments are expected to deliver strong returns over the medium term and the directors remain long term focused in their view of value creation. The directors are pleased with the progress that has been made in this regard, acknowledging that there has been a short-term dilutive impact on overall profitability, and are encouraged by the outlook, which, alongside continued sales growth, is expected to demonstrate improved cost efficiencies, working capital improvements and the gradual optimisation of supply chain measures. Our focus remains on building a global British brand and we are highly encouraged by the many opportunities within our target markets. Whilst our primary focus remains on growth, we are also continuing to drive efficiencies within the businesses operations. Profitability will always remain a key focus of the directors but we are also willing to make long term investments that best unlock the long term opportunity for the business and the fundraise completed last year gives us the balance sheet capability to do this. We see our long term investment horizon as a key competitive advantage. |
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Overview (continued) | ||
As part of a strategy to improve the efficiency of its supply chain, the business sought to consolidate some of its UK storage facilities over the second half of the period. This resulted in the closure of a warehouse facility in Milton Keynes and migration of stock to a larger facility in Knowsley. This move took longer than anticipated and some early teething issues impacted trading during the Black Friday and Christmas trading periods, where we experienced unprecedented demand. The directors are pleased to report that processing times have subsequently returned to normal levels and that the Company has invested in dedicated project management resource to mitigate the risk of similar issues in the future. In recognition of the significant and one-off nature of the associated costs and resultant stock markdowns, the period end results include £2.2m of exceptional warehouse consolidation costs and a £9.0m provision against stock lines, whose net realisable value has been impaired owing to these issues. | ||
The directors recognise that this result has been impacted by non-recurring warehouse consolidation and ongoing investment in the cost base and should also be assessed in the context of a challenging economic climate in which inflation and interest rates have impacted discretionary spending. The directors are therefore satisfied with this result for the period. The business remained profitable at an operating level and after exceptional items and net of financing costs delivered a loss before tax for the period of £28.9m (2023: profit before tax of £14.7m). Cash balances remain very healthy at £97.6m. | ||
The business continues to have a very strong pipeline of exciting partnership opportunities and enters the new year with a freshly formed leadership team, new investors and capital to invest in opportunities that can accelerate growth of the Castore brand. The Directors are therefore highly confident in the longer-term outlook and strategic plans, which include: | ||
● Growing the Castore branded ranges and market share, capitalising on increasing brand | ||
awareness; | ||
● Continuing to grow the Company's partnership base, through the Company's unique, | ||
vertically integrated, technology led model; | ||
● Optimising for growth to deliver efficiencies and insights; and | ||
● Growing market share through grassroots sports. | ||
Following the period end, the Company has opened new concept stores in Dublin and Dubai. The Dublin store was opened in Grafton Street, one of Europe’s premier retail locations, in February, and showcases the brand's new retail concept incorporating latest Castore products alongside licenced ranges, in this case with the Irish FA and Leinster rugby. The Company has also announced a long-term partnership with Oracle Red Bull Racing and the completion of an exclusive, territory specific, licence on Umbro to service professional teams as part of a segmented multi-brand approach. Castore are also thrilled to have played a part in the historic league and cup successes of Bayer Leverkusen, Athletic Bilbao and Feyenoord. The directors recognise that the results can only be achieved with support of its people, partners, suppliers, investors and other key stakeholders and are grateful for the commitment, energy and passion of everyone who continues to believe in the vision - Better Never Stops. |
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Overview (continued) | ||
Principal risks and uncertainties | ||
The principal risk that can materially affect revenues and other key performance indicators is general economic risk. The economy is important to the overall success of the consumer sector globally. Low growth, high inflation and increasing interest rates, as seen in recent times, may impact discretionary spending, including on apparel and accessories. However, Castore is a premium brand which fills a unique position in the sportswear market and has proven itself increasingly popular despite economic uncertainty. More generally, sports merchandise, including teamwear, has historically been far more resilient than the wider consumer sector. There continues to be uncertainty as to future economic conditions and these key economic risks have been managed accordingly in line with the below. | ||
Financial risk: | ||
The Company has a £100m revolving credit facility which is paid down periodically in line with the natural working capital requirements of the business. The Directors constantly review and agree policies for managing all financial risk on an ongoing basis. | ||
Currency risk: | ||
The Company is exposed to transaction based foreign exchange risk. Where appropriate, the Company uses forward currency contracts to mitigate the impact of currency volatility. | ||
Liquidity risk: | ||
The Company seeks to manage liquidity risk by regularly forecasting future cashflows to ensure sufficient funds are available to meet the Company's financial obligations for the foreseeable future. During the period, the Company secured a £145 million investment which has increased cash reserves and further reduced liquidity risk. | ||
Interest rate risk: | ||
The Company finances its operations through a mixture of shareholder equity, a revolving credit facility and retained profits. The directors envisage no material interest rate exposure to the Company in the short term and will continue to monitor interest rate risk and its strategy to mitigate any such exposure in the medium term. Interest rate risk is further reduced through the investing of excess cash reserves into money market funds, which acts as a natural hedge against the interest rate risk on the revolving credit facility. | ||
Credit risk: | ||
The Company's primary credit risk is driven by the credit terms provided to wholesale customers as well as partner sports teams. Credit checks are carried out on all customers prior to the commencement of trade. Aged debt is then reviewed by senior management on a regular basis with rigorous efforts made to collect all debt outstanding. There is no credit risk associated with sales made online and through physical stores. | ||
Supply chain risk: | ||
An additional risk which has impacted the Company’s operations in recent months is the impact of disruption in global trading routes. Attacks on vessels in the Red Sea area reduced traffic through the Suez Canal, the shortest maritime route between Asia and Europe, through which a proportion of Castore’s stock normally passes. In the first two months of 2024, Suez Canal trade dropped by 50 percent from a year earlier. Increased air and road freight has been used to mitigate this risk with increased associated costs. Management remain alert to further disruptions in the future. | ||
Key performance indicators | ||
The Company's key performance indicators are revenue, gross profit margin and operating profit before exceptionals. | ||
2023/24 | 2022/23 | |
Sales (£m) | 190.3 | 115.0 |
Gross Profit Margin (%) | 66.5 | 69.6 |
Operating profit before exceptional items (£m) | 0.4 | 16.6 |
Section 172 statement | ||
S172(1) in the Companies Act 2006 sets out the duties of a director to promote the success of the company. A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to: | ||
(a) the likely consequences of any decision in the long term, | ||
(b) the interests of the company's employees, | ||
(c) the need to foster the company's business relationships with suppliers, customers and | ||
others | ||
(d) the impact of the company's operations on the community and the environment, | ||
(e) the desirability of the company maintaining a reputation for high standards of business | ||
conduct, and | ||
(f) the need to act fairly as between members of the company. | ||
The directors are fully aware of and support these requirements. The directors meet regularly to consider and discuss key decisions. Central to this decision making process is consideration of their responsibilities to promote the success of the Company, as well as the impact of any decision on the key stakeholders of the Company. |
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This report was approved by the board on 29 October 2024 and signed on its behalf. | ||
Mr P Beahon | ||
Director | ||
Directors' Report | |||||||
Registered number: 09670915 | |||||||
The directors present their report and financial statements for the period ended |
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Financial period | |||||||
The company has aligned its reporting periods to a 4-5-4 calendar to enable clearer performance tracking. Consequently, the results are presented for the period ended 4 February 2024. | |||||||
Principal activities | |||||||
Future developments | |||||||
The Company's plan is to increasingly focus on digital growth whilst maintaining a strong focus on partnering with world class sports teams who enhance our brand awareness and desirability. Performance has continued to be strong due to growth across digital, store and wholesale channels. In addition, we will continue to grow our wholesale channel and expand internationally. |
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Research and development | |||||||
Tangible investments have been made in the year to ensure the business creates world class products and has world class digital capabilities. During the year the Company invested in R&D expenditure to drive new product development as well as data analytics and brand development. These investments will augment Castore’s position as a leading challenger brand in the global sportswear market and position the Company for long term success. | |||||||
Greenhouse gas emissions | |||||||
Given the rapid growth of the Company over recent years, as well as the complexity of its supply chains, the directors do not believe it is practical to obtain the information outlined in Part 7 of the Companies Act 2006 “Disclosures concerning greenhouse gas emissions”. | |||||||
Results and Dividends | |||||||
The Company's operating profit before exceptional items amounted to £ |
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Events since the balance sheet date | |||||||
On 6 March 2024, the Company announced the long-term extension of our partnership with Oracle Red Bull Racing. Building on a relationship that began at the start of the 2023 season, the new long-term agreement extends Castore’s partnership with Oracle Red Bull Racing making the alliance the single largest commitment by duration and value of a sportswear brand in the history of motorsports. On 18 March 2024, the Company announced that it had completed a deal with Umbro licensee, GL Dameck, to sign an exclusive Umbro Professional Team Sports sub-licence. This sub-licence allows the Company to market the Umbro brand in the UK, Germany, Austria, Switzerland, Belgium, Netherlands, and Denmark. The agreement signifies our first step towards a brand segmentation strategy, enabling the business to offer best in class solutions to our current and prospective partners. |
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Directors | |||||||
The following persons served as directors during the period: | |||||||
Mr J P Schretter - appointed 20 September 2023 | |||||||
Political donations | |||||||
Directors' responsibilities |
The directors are responsible for preparing the report and 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 (Financial Reporting Standard 102 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 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 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. |
Disclosure of information to auditors |
Each person who was a director at the time this report was approved confirms that: | |||||||
● | so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware; and | ||||||
● | he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information. |
Going concern | |||||||
During the year, the Company secured a £145 million growth investment in a funding round led by Raine Partners. This investment has significantly increased the cash reserves of the Company at the period end. Based on the analysis completed and the investment secured, the directors believe that the Company has adequate resources to fund its operations for the going concern period and have therefore concluded that it remains appropriate to adopt the going concern basis of accounting in preparing the annual financial statements. |
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Employees | |||||||
The Company operates a very open structure and encourages the involvement of its employees in its management through regular team, office and company meetings. During employment, the Company seeks to work with employees, taking into account their personal circumstances, to ensure appropriate training, development and advancement opportunities are available to enable them to reach their full potential. The Company will employ disabled persons when they appear to be suitable for a particular vacancy and every effort is made to ensure that they are given full and fair consideration when such vacancies arise. |
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Engagement with suppliers, customers and other stakeholders | |||||||
The directors make every effort to have a collaborative relationship with customers, suppliers, as well as any others in a business relationship with the Company. The impacts on these stakeholder groups are considered before any key decision is made by the Company. | |||||||
Auditor | |||||||
Haines Watts Liverpool Ltd, our appointed auditor, have conducted the audit for the period ended 4 February 2024 and have expressed a willingness to remain in office. Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed reappointed in absence of an AGM. | |||||||
This report was approved by the board on |
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Mr P Beahon | |||||||
Director | |||||||
J.Carter Sporting Club Limited | ||
Independent Auditor's Report | ||
to the members of J.Carter Sporting Club Limited | ||
Opinion |
We have audited the financial statements of J.Carter Sporting Club Limited (the 'Company') for the period ended 4 February 2024 which comprise the Income Statement, the Statement of Financial Position, 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 the 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 4 February 2024 and of its loss 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 opinion | ||
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. | ||
Conclusions relating to going concern | ||
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. | ||
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. | ||
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. | ||
Other information | ||
The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the 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 the audit: | ||
● | the information given in the strategic report and the directors’ report for the financial period 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. | |
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 directors’ 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 a Report of the Independent Auditors 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: Based on our understanding of the Company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the Company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principle risks were related to inflated revenue and profit. |
Auditor’s responsibilities for the audit of the financial statements (continued) |
Audit procedures performed included: - review of the financial statement disclosures to underlying supporting documentation. - review of any correspondence with legal advisors, and enquiries of management and those charged with governance around actual and potential litigation and claims - enquiries with Company's staff to identify any instances with non-compliance with laws and regulations - enquiries of management and review of monthly management accounts and reports in so far as they related to the financial statements - testing of journals and evaluating, whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud, and evaluating the business rationale of significant transactions outside the normal course of business - undertaking detailed substantive testing of material items and a sample of other items - consideration of the reasonableness of the figures and analytical review, including comparison with previous years and expected trends - review of the compliance with and effectiveness of internal controls |
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There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. |
A further description of our responsibilities for the audit of the financial statements is available on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. | ||
Use of our report | ||
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. | ||
(Senior Statutory Auditor) | Pacific Chambers | |
for and on behalf of | 11-13 Victoria Street | |
Liverpool | ||
Statutory Auditor | Merseyside | |
L2 5QQ | ||
Income Statement | ||||||||
for the period from 1 February 2023 to |
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Notes | 2024 | 2023 | ||||||
Period | Year | |||||||
£ | £ | |||||||
Turnover | 3 | |||||||
Cost of sales | ( |
( |
||||||
Gross profit | ||||||||
Distribution costs | ( |
( |
||||||
Administrative expenses | ( |
( |
||||||
Operating profit before exceptionals | 4 | |||||||
Exceptional items | 5 | (24,880,745) | - | |||||
Operating (loss)/profit after exceptionals | 4 | (24,481,597) | 16,568,352 | |||||
Loss on sale of fixed assets | ( |
- | ||||||
Interest receivable and other finance income | - | |||||||
Interest payable and other finance costs | 8 | ( |
( |
|||||
(Loss)/profit before taxation | ( |
|||||||
Tax on (loss)/profit | 9 | ( |
||||||
(Loss)/profit for the period | ( |
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Statement of Financial Position | |||||||
as at |
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Notes | 2024 | 2023 | |||||
£ | £ | ||||||
Fixed assets | |||||||
Intangible assets | 10 | - | |||||
Tangible assets | 11 | ||||||
Current assets | |||||||
Inventories | 12 | ||||||
Debtors | 13 | ||||||
Cash at bank and in hand | |||||||
Creditors: amounts falling due within one year | 14 | ( |
( |
||||
Net current assets | |||||||
Total assets less current liabilities | |||||||
Creditors: amounts falling due after more than one year | 15 | ( |
( |
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Provisions for liabilities | |||||||
Deferred taxation | 17 | - | ( |
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Net assets | |||||||
Capital and reserves | |||||||
Called-up share capital | 19 | ||||||
Share premium | 20 | ||||||
Other reserves | 21 | ( |
( |
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Retained earnings | 22 | ( |
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Total equity | |||||||
Mr P Beahon | |||||||
Director | |||||||
Approved by the board on |
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Statement of Changes in Equity | ||||||||||
for the period from 1 February 2023 to |
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Called-up | Share | Other | Retained | Total | ||||||
share | premium | reserves | earnings | |||||||
capital | ||||||||||
£ | £ | £ | £ | £ | ||||||
At 1 February 2022 | - | |||||||||
Profit for the financial year | - | - | - | 11,738,740 | 11,738,740 | |||||
Transfer to Employee Benefit Trust | - | - | ( |
- | ( |
|||||
Other comprehensive income for the financial year | - | - | ( |
- | ( |
|||||
Total comprehensive income for the financial year | - | - | ( |
11,738,740 | (3,261,260) | |||||
At 31 January 2023 | 104 | 7,784,209 | (15,000,000) | 19,465,139 | 12,249,452 | |||||
At 1 February 2023 | ( |
|||||||||
Loss for the financial period | - | - | - | ( |
( |
|||||
Shares issued | - | - | ||||||||
At 4 February 2024 | ( |
( |
||||||||
Statement of Cash Flows | |||||
for the period from 1 February 2023 to |
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2024 | 2023 | ||||
£ | £ | ||||
Operating activities | |||||
(Loss)/profit for the period | (21,546,522) | 11,738,740 | |||
Adjustments for: | |||||
Loss on sale of fixed assets | 14,496 | - | |||
Interest receivable | (1,036,652) | - | |||
Interest payable | 5,433,882 | 1,893,655 | |||
Tax on (loss)/profit on ordinary activities | (7,346,801) | 2,935,957 | |||
Depreciation | 1,357,272 | 510,768 | |||
Amortisation | 17,539 | - | |||
Increase in inventories | (14,743,629) | (49,753,845) | |||
Increase in debtors | (31,322,965) | (20,478,939) | |||
Increase in creditors | 18,473,150 | 28,947,029 | |||
( |
( |
||||
Interest received | - | ||||
Interest paid and other finance costs | ( |
( |
|||
Corporation tax paid | ( |
( |
|||
Cash used in operating activities | ( |
( |
|||
Investing activities | |||||
Payments to acquire intangible fixed assets | ( |
- | |||
Payments to acquire tangible fixed assets | ( |
( |
|||
Payments to Employee Benefit Trust | - | ( |
|||
Cash used in investing activities | ( |
( |
|||
Financing activities | |||||
Proceeds from the issue of shares | - | ||||
Proceeds from new loans | |||||
Repayment of loans | ( |
( |
|||
Capital element of finance lease payments | ( |
( |
|||
Cash generated by financing activities | |||||
Net cash generated/(used) | |||||
Cash used in operating activities | ( |
( |
|||
Cash used in investing activities | ( |
( |
|||
Cash generated by financing activities | |||||
Net cash generated/(used) | ( |
||||
Cash and cash equivalents at 1 February | 786,181 | 10,120,463 | |||
Cash and cash equivalents at 4 February | 97,608,777 | 786,181 | |||
Cash and cash equivalents comprise: | |||||
Cash at bank | |||||
J.Carter Sporting Club Limited | ||||||||
Notes to the Accounts | ||||||||
for the period from 1 February 2023 to 4 February 2024 | ||||||||
1 | Summary of significant accounting policies | |||||||
Basis of preparation | ||||||||
Turnover | ||||||||
Intangible fixed assets | ||||||||
Trademarks and Patents | 10 years straight line | |||||||
Website costs | 5 years straight line | |||||||
Tangible fixed assets |
Tangible fixed assets are measured at cost less accumulated depreciation and any impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows: | ||||||||
Computer equipment | 4 years straight line | |||||||
Fixtures and fittings | the longer of 4 years straght line or straight line over the lease term | |||||||
Motor vehicles | 4 years straight line |
Inventories | ||||||||
Taxation | ||||||||
Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only 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 and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
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Provisions | ||||||||
Foreign currency translation | ||||||||
At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
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Financial instruments | ||||||||
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments. Financial instruments are recognised in the company's balance sheet 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. |
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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. | ||||||||
Financial instruments (continued) | ||||||||
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. |
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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. | ||||||||
Basic financial liabilities: | ||||||||
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
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Leased assets | ||||||||
Pensions | ||||||||
2 | Critical accounting estimates and judgements | |||||||
Estimates, assumptions and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, the nature of estimation means that actual outcomes could differ from those estimates. | ||||||||
The following judgements have had the most significant effect on amounts recognised in the financial statements: | ||||||||
Useful economic lives of tangible and intangible assets | ||||||||
A reliable estimate of the useful life and residual value of tangible and intangible assets is established. The estimate is based on a variety of factors, such as the expected use of the assets, any legal, regulatory or contractual provisions that can limit useful life and residual value, and assumptions that market participants would consider in respect on similar assets. | ||||||||
Provisions | ||||||||
Management estimation is required to determine the appropriate amounts of provisions (including provisions for stock, bad debt and deferred tax). The judgements, estimates and associated assumptions necessary to calculate these provisions are based on historical experience and other relevant factors. For stock provision, management also takes into account utilisation after the year end and estimated realisable value. | ||||||||
Exceptional items | ||||||||
In determining whether an item should be presented as exceptional, the Company considers items that are significant due to their size or nature and that are non-recurring. In order for an item to be presented as exceptional, it should, typically, meet at least one of the following criteria: | ||||||||
• It is a significant item by size or nature, • It has been indirectly incurred as a result of a restructuring programme, • It is unusual in nature or outside the normal course of business. |
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The separate reporting of items helps provide an indication of the Company’s trading performance in the normal course of business. | ||||||||
3 | Analysis of turnover | 2024 | 2023 | |||||
£ | £ | |||||||
Sale of goods | ||||||||
By geographical market: | ||||||||
UK | ||||||||
Europe | ||||||||
North America | ||||||||
Rest of world | ||||||||
4 | Operating profit | 2024 | 2023 | |||||
£ | £ | |||||||
This is stated after charging: | ||||||||
Depreciation of owned fixed assets | ||||||||
Depreciation of assets held under finance leases and hire purchase contracts | ||||||||
Amortisation of intangible assets | - | |||||||
Auditors' remuneration for audit services | ||||||||
Carrying amount of stock sold | ||||||||
5 | Exceptional items | |||||||
Warehouse consolidation | 2,162,556 | |||||||
Stock provision | 9,000,000 | |||||||
Fundraise costs | 6,397,929 | |||||||
Onerous contracts | 3,847,213 | |||||||
Other exceptional items | 3,473,047 | |||||||
24,880,745 | ||||||||
The Company implemented a strategy to improve the efficiency of its supply chain during the period, which included the consolidation of some of its UK warehouses. This presented challenges to the business, with adverse effects on both our operations and our customers’ ordering experience. Management mitigated these impacts by increasing staffing levels temporarily and reducing promotional activities during the period however trading was adversely affected over the second half of the period. The Company also incurred additional costs to ensure customers’ orders were fulfilled and the Company took a significant write off of stock as a result of stock missing the optimum clearance window. Certain one-off costs associated with this has been considered as exceptional items during the year. Management are confident that the transition will facilitate future efficiency improvements and that all short term issues are now resolved. | ||||||||
Additionally, during the year the company raised £145m of growth capital. Through the investment process, the Company incurred significant advisor and associated fundraise costs. The one-off costs associated with this have been considered as exceptional items during the year. | ||||||||
Exceptional charges also include the recognition of rent-free periods across its leased property portfolio (£0.8m), onerous lease charges where contractual costs over the remaining contract exceed the anticipated benefit (£3.8m) and various one-off legal settlements and project costs (£1.8m). | ||||||||
6 | Directors' emoluments | 2024 | 2023 | |||||
£ | £ | |||||||
Emoluments | ||||||||
Highest paid director: | ||||||||
Emoluments | ||||||||
The directors are considered to be the only key management personnel. | ||||||||
7 | Staff costs | 2024 | 2023 | |||||
£ | £ | |||||||
Wages and salaries | ||||||||
Social security costs | ||||||||
Other pension costs | ||||||||
Average number of employees during the year | Number | Number | ||||||
Administration | ||||||||
Development | ||||||||
Distribution | ||||||||
Marketing | ||||||||
Sales | ||||||||
8 | Interest payable and other finance costs | 2024 | 2023 | |||||
£ | £ | |||||||
Bank loans and overdrafts | ||||||||
Foreign exchange losses | ||||||||
Other interest | - | |||||||
9 | Taxation | 2024 | 2023 | |||||
£ | £ | |||||||
Analysis of charge in period | ||||||||
Current tax: | ||||||||
UK corporation tax on profits of the period | - | |||||||
Adjustments in respect of previous periods | ||||||||
Deferred tax: | ||||||||
Origination and reversal of timing differences | ( |
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Tax losses available to carry forward | ( |
- | ||||||
( |
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Tax on (loss)/profit on ordinary activities | ( |
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Factors affecting tax charge for period | ||||||||
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: | ||||||||
2024 | 2023 | |||||||
£ | £ | |||||||
(Loss)/profit on ordinary activities before tax | ( |
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£ | £ | |||||||
Profit on ordinary activities multiplied by the standard rate of corporation tax | ( |
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Effects of: | ||||||||
Expenses not deductible for tax purposes | ||||||||
Capital allowances for period in excess of depreciation | ( |
( |
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Tax losses available for carry forward | - | |||||||
Adjustments to tax charge in respect of previous periods | ||||||||
Current tax charge for period | ||||||||
10 | Intangible fixed assets | |||||||
Trademarks & patents | Website costs | Total | ||||||
£ | £ | £ | ||||||
Cost | ||||||||
Additions | 265,470 | 95,668 | ||||||
At 4 February 2024 | 265,470 | 95,668 | ||||||
Amortisation | ||||||||
Charge for the period | 7,116 | 10,423 | ||||||
At 4 February 2024 | 7,116 | 10,423 | ||||||
Carrying amount | ||||||||
At 4 February 2024 | 258,354 | 85,245 | ||||||
11 | Tangible fixed assets | |||||||
Plant, machinery, fixtures and equipment | Motor vehicles | Total | ||||||
£ | £ | £ | ||||||
Cost or valuation | ||||||||
At 1 February 2023 | ||||||||
Additions | - | |||||||
Disposals | ( |
- | ( |
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At 4 February 2024 | ||||||||
Depreciation | ||||||||
At 1 February 2023 | ||||||||
Charge for the period | ||||||||
On disposals | ( |
- | ( |
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At 4 February 2024 | ||||||||
Carrying amount | ||||||||
At 4 February 2024 | ||||||||
At 31 January 2023 | ||||||||
2024 | 2023 | |||||||
£ | £ | |||||||
Carrying value of plant and machinery included above held under finance leases and hire purchase contracts | ||||||||
12 | Inventories | 2024 | 2023 | |||||
£ | £ | |||||||
Goods in transit | ||||||||
Finished goods and goods for resale | ||||||||
13 | Debtors | 2024 | 2023 | |||||
£ | £ | |||||||
Trade debtors | ||||||||
Deferred tax asset (see note 17) | - | |||||||
Other debtors | ||||||||
14 | Creditors: amounts falling due within one year | 2024 | 2023 | |||||
£ | £ | |||||||
Bank loans | ||||||||
Obligations under finance lease and hire purchase contracts | ||||||||
Trade creditors | ||||||||
Corporation tax | - | |||||||
Other taxes and social security costs | ||||||||
Other creditors | ||||||||
Accruals and deferred income | ||||||||
Bank loans include a revolving credit facility of £60,000,000, with a total capacity of £100,000,000, that is secured by a floating charge on the assets of the Company. | ||||||||
15 | Creditors: amounts falling due after one year | 2024 | 2023 | |||||
£ | £ | |||||||
Bank loans | ||||||||
Obligations under finance lease and hire purchase contracts | ||||||||
Finance lease and hire purchase contracts are secured on the assets purchased under the contract. | ||||||||
16 | Obligations under finance leases and hire purchase | 2024 | 2023 | |||||
contracts | £ | £ | ||||||
Amounts payable: | ||||||||
Within one year | ||||||||
Within two to five years | ||||||||
17 | Deferred taxation | 2024 | 2023 | |||||
£ | £ | |||||||
Accelerated capital allowances | ||||||||
Tax losses carried forward | ( |
- | ||||||
( |
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2024 | 2023 | |||||||
£ | £ | |||||||
At 1 February | ||||||||
(Credited)/charged to the profit and loss account | ( |
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At 4 February | ( |
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18 | Analysis of changes in net debt | |||||||
B/fwd | Cash flows | New finance leases | C/fwd | |||||
£ | £ | £ | £ | |||||
Cash and cash equivalents | ||||||||
Cash | 786,181 | 96,822,596 | - | |||||
786,181 | 96,822,596 | - | ||||||
Borrowings | ||||||||
Debt due within one year | (39,489,256) | (21,049,257) | (208,574) | ( |
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Debt due after more than one year | (842,833) | 712,351 | (417,148) | (547,630) | ||||
(40,332,089) | (20,336,906) | (625,722) | (61,294,717) | |||||
Total | (39,545,908) | 76,485,690 | (625,722) | 36,314,060 | ||||
19 | Called-up share capital | Nominal | 2024 | 2024 | 2023 | |||
value | Number | £ | £ | |||||
Allotted, called up and fully paid: | ||||||||
£ |
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£ |
- | |||||||
Nominal | Number | Amount | ||||||
value | £ | |||||||
Shares issued during the period: | ||||||||
£ |
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There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital. | ||||||||
The preference shares carry the right to receive a fixed cumulative preferential amount of 15% per annum on the starting price (as defined in the Articles) and rank ahead of ordinary shares in the event of a liquidation, dissolution, winding up, return of capital or sale. These preference shares are capable of conversion to ordinary shares in certain circumstances (as set out in the Articles). The preference shares rank pari-passu in all other respects with the ordinary shares. | ||||||||
20 | Share premium | 2024 | 2023 | |||||
£ | £ | |||||||
At 1 February | ||||||||
Shares issued | - | |||||||
At 4 February | ||||||||
21 | Other reserves | 2024 | 2023 | |||||
Share option reserve | £ | £ | ||||||
At 1 February | ( |
- | ||||||
Transfer to Employee Benefit Trust | - | ( |
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At 4 February | ( |
( |
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The share option reserve consists of shares repurchased by the Company’s Employee Benefit Trust. | ||||||||
22 | Retained earnings | 2024 | 2023 | |||||
£ | £ | |||||||
At 1 February | ||||||||
(Loss)/profit for the period | ( |
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At 4 February | ( |
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23 | Other financial commitments | |||||||
Total future minimum lease payments under non-cancellable operating leases: | ||||||||
Land and buildings | Land and buildings | Other | Other | |||||
2024 | 2023 | 2024 | 2023 | |||||
£ | £ | £ | £ | |||||
Falling due: | ||||||||
within one year | - | - | ||||||
within two to five years | - | - | ||||||
in over five years | - | - | - | |||||
- | - | |||||||
24 | Contingent assets | |||||||
25 | Loans to directors | |||||||
Description and conditions | B/fwd | Paid | Repaid | C/fwd | ||||
£ | £ | £ | £ | |||||
- | - | |||||||
- | - | |||||||
- | 6,025,000 | - | 6,025,000 | |||||
The above loans are interest bearing at 1% and are repayable on demand. | ||||||||
26 | Related party transactions | |||||||
Included within other debtors is £6.025m (2023: creditor of £4m) due from Directors in respect of amounts loaned from the Company. These loans accrue an interest rate of 1% per annum. During the year, the Company rented property from the Directors. The expense recognised in the profit and loss for the period is £13.6k. |
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27 | Controlling party | |||||||
28 | Dormant subsidiaries | |||||||
The following companies are dormant subsidiaries of the Company: | ||||||||
J. Carter Sporting Club (Ireland) Ltd | ||||||||
J Carter Sporting Club Spain, SL | ||||||||
Castore Benelux B.V. | ||||||||
29 | Post balance sheet events | |||||||
On 30 April 2024, the Company purchased 100% of the share capital of Infinity Inc, a company based in Leeds. Infinity Inc heads a group of companies that are suppliers of branded merchandise, clothing and uniform. Already a key supplier to Castore, the acquisition strengthens its supply chain and enables greater speed to market when servicing both UK and international sporting partners. | ||||||||
30 | Presentation currency | |||||||
31 | Legal form of entity and country of incorporation | |||||||
J.Carter Sporting Club Limited is a private company limited by shares and incorporated in England. | ||||||||
31 | Principal place of business | |||||||
The address of the Company's principal place of business and registered office is: | ||||||||
1 Central Street | ||||||||
Manchester | ||||||||
M2 5WR |