REGISTERED NUMBER: 08822147 |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 JUNE 2024 |
FOR |
HARLEQUIN FC HOLDINGS LIMITED |
REGISTERED NUMBER: 08822147 |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 JUNE 2024 |
FOR |
HARLEQUIN FC HOLDINGS LIMITED |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 JUNE 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 7 |
Report of the Independent Auditors | 10 |
Consolidated Statement of Comprehensive Income | 13 |
Consolidated Balance Sheet | 14 |
Company Balance Sheet | 15 |
Consolidated Statement of Changes in Equity | 16 |
Company Statement of Changes in Equity | 17 |
Consolidated Cash Flow Statement | 18 |
Notes to the Consolidated Financial Statements | 19 |
HARLEQUIN FC HOLDINGS LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 30 JUNE 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditors |
Appledram Barns |
Birdham Road |
Chichester |
West Sussex |
PO20 7EQ |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 30 JUNE 2024 |
The directors present their strategic report of the company and the group for the year ended 30 June 2024. |
PRINCIPAL ACTIVITIES |
The principal activity of the group is the operation of Harlequin Football Club (Harlequins) the professional rugby club. At the Twickenham Stoop stadium, our men's team participates in the Gallagher Premiership, the European Professional Club Rugby tournament (EPCR) and the Premiership Rugby Cup. While our women's team plays in the Allianz Premiership Women's Rugby competition. |
Beyond our elite rugby teams, Harlequins also supports the Harlequins Foundation and leads numerous outreach initiatives in its local communities. |
THE YEAR IN REVIEW |
Rugby - Men's team |
The 2023/24 club rugby season was a season in which English professional club rugby looked to consolidate and rebuild after losing three clubs due to insolvency. The start of our season was delayed due to the Rugby World Cup taking place in the Summer of 2023. With the 2023/24 Premiership season reduced to a ten-team league, Harlequins looked to work closely with key stakeholders including PRL, the RFU, CVC and the Government to ensure that the product delivered on the pitch was not diminished and in addition, showcased the Quins way. |
The season was one of two halves, with the club's most successful run in its history in the European Rugby Champions Cup which included a dramatic 41-42 one point victory in the quarter-final stage away against a strong Bordeaux team. We ultimately lost to the eventual winners Toulouse in a hard fought and close semi-final. Harlequins European form did not translate to the premiership season with a disappointing finish as the successful European run impacted our ability to finish higher than 6th position in a very tight league. We failed to reach the knock-out stages of the Premiership Rugby Cup in its new format which included Championship clubs for the first time. |
The year finished with the England Men's Rugby team touring Japan and New Zealand; the Harlequins representation was strong with six players touring with the national team. Four Harlequins Academy players were also selected for England in the World Rugby U20's Championships with the national side winning the competition against holders France in South Africa. |
Rugby - Women's team |
In its inaugural year under the new branding of Premiership Women's Rugby a new ten- team league was established to drive Women's Rugby for the next decade. Harlequins Women entered the new season looking to improve from a disappointing finish in the prior season. Results on the pitch did not match this ambition during a transition year for the women's team as they ultimately finished in 7th position. 11 Harlequins Women's players represented their nations at the inaugural WXV competition, with two players representing England in their clean sweep of WXV1 with Ellie Kildunne being named in World Rugby's Dream Team as well as the GB Rugby 7s squad for the 2024 Summer Olympics. Three Harlequins players were also named in the England Guiness Women's Six Nations squad for 2024. |
Rugby - Coaching |
The promotion of Danny Wilson from lineout and contact coach to Head Coach ahead of the 2023/24 season was seen as a strategic move to drive performance and deliver results on the field, ensuring the team remains competitive and dynamic in high-pressure matches. Jason Gilmore has also joined the coaching team ahead of the 2024/25 season as the new Defence Coach. |
Ross Chisholm was promoted as Head Coach of the women's rugby team. Ross will look to draw on his vast experience gained in a 14-year playing career within the men's team. |
Financial Update |
In May 2024, Premier Rugby Limited (PRL) introduced a set of Financial Monitoring Regulations that apply to all Premiership Clubs. These regulations are designed to ensure the financial resilience of clubs and provide confidence to both current and future stakeholders of the Premiership. To participate in the Premiership, a club is bound by and must comply with these regulations. |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 30 JUNE 2024 |
As part of this compliance, directors are required to submit two reports to PRL within strict deadlines: one pre-season report and one in-season report as well as providing the Club's auditors with information regarding its P&L budget and cash flow forecast through to the end of the 2025/26 season. |
After reviewing the pre-season report submitted in May 2024, PRL confirmed that the Club met the necessary criteria, granting permission to participate in the Premiership for the 2024/25 season. |
Further details are available in the notes to the accounts, which address the going concern assumption. The auditors have concluded that the directors' decision to prepare the financial statements on a going concern basis is appropriate. |
The establishment of the Financial Monitoring Panel (FMP) is just one of several governance improvements made during 2023/24. In addition, the new Professional Game Partnership (PCP) agreement with the RFU has been signed, ensuring guaranteed enhanced funding for Premiership Clubs for the first four years of an eight-year agreement. To oversee this partnership, a new Professional Rugby Board (PRB) has been formed. |
The Club considers the following key metrics: |
TURNOVER - At £29.7m, turnover for 2023/24 was up 10.5% from the previous year's £26.8m. |
BUSINESS PROFITABILITY - A core strategic objective of the Club is to achieve financial sustainability. The Club reported a pre-tax loss of £6.5m which is showing an improvement from the loss of £6.7m in 2022/23. |
SEASON TICKET - VOLUME & REVENUE - The number of season tickets sold in the season remained flat when compared with the 2022/23 season despite raising prices on average by 20% therefore driving up ticketing revenues. |
Operational Update |
The financial impact of Covid-19 on the Club will continue to be felt for some years to come. Increased debt, provided by the Government, taken on during the pandemic is an additional financial burden. The Club understands the importance of and remains committed to achieving financial sustainability. |
Matchday attendances throughout the 2023/24 season were exceptional with every men's Gallagher Premiership home game selling out. |
The Club's premier event Big Game re-established itself in its 15th iteration after being disrupted by the pandemic and rail strikes over the last two years. Over 77,000 fans attended the festive event at Twickenham Stadium confirming its position as the biggest event in the club rugby calendar. |
Despite an increase in prices, there was record demand for this 2024/25 season tickets and the Club ran a waiting list for season tickets for the second year in a row. We continue to see strong matchday demand in the current season and the sale of Big Game 16 tickets is on track to achieve another sell out event. |
The Club continues to look for new partnerships and signed with Conrad Energy, a B2B energy company and Acronis, providers of cybersecurity and data protection solutions, in the year and has also subsequently announced an agreement with Singapore Airlines. Harlequins has looked to build on its partnership with the Japanese professional club Mie Honda Heat with our senior coaches providing coaching expertise and knowledge in Japan and our backroom team providing guidance on marketing, PR and delivery on matchdays. |
The Club acknowledges and values the support it receives from its sponsors, partners, shareholders, fans and supporters who are all key to our financial future and in our journey to financial sustainability. |
Digital Evolution |
Digital engagement, through platforms like Instagram, Facebook, Tik Tok and Twitter/X, has become a crucial metric for measuring fan interaction and content reach. The number of clicks on posts, along with social media engagement, which includes likes, comments, shares, and saves, reflects the level of fan interest and participation in the sport. |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 30 JUNE 2024 |
Following a consistent period of investment over the years in the 2023/24 season, the Club has experienced impressive and consistent digital growth across various platforms, solidifying its position as a leader in both men's and women's rugby in the UK. Both the men's and women's teams are now the most followed teams in the Premiership, with the men's team advancing from 14th to 9th in global rankings. |
Quins in the Community |
We are committed to developing the game and to expanding the reach of Harlequins through our community activities. We work closely with 77 community rugby clubs and schools throughout our heartland with the aims of growing the game, increasing our supporter base and providing a way into rugby for future generations. |
Battersea Ironsides were our inaugural Community Club of the year in recognition of their incredible dedication to growing rugby participation in the local Community. The Harlequins Cup returned to the Stoop for the second season, offering male and female players from three age groups the chance to play at the Stoop. |
Environmental, Social & Corporate Governance |
The Club continues to make every effort to minimise waste and to recycle as much as possible. We aim to minimise the use of energy resources, review and improve operational processes to reduce environmental impact and implement measures to reduce the Club's carbon footprint. The Club enters its third year in a partnership with Lyfecyle to offer a sustainable solution to plastic pollution caused by visitors to the Stoop. |
We have also signed up to the Sport England Code for Sports Governance which is being managed by PWC. With PWC's guidance, Harlequins is developing a roadmap which will assist us in best practice across five principles - Structure, Communications, People, Standards & Conduct and Policies & Procedures. |
The Club has policies in place to ensure that all employees are treated fairly and specifically to prohibit discrimination on the grounds of age, disability, religion, sex, nationality and ethnic origin and to ensure health and wellbeing. |
The Club ran its second Access Day, with the aim of the day being to provide a steppingstone for disabled supporters to attend live sporting events; - highlights including a Disabled Supporter Forum to hear directly from the Club's supporters who face everyday challenges and take guidance on how the Club can enhance the matchday experience for disabled fans. The Club announced it has become a member of the Hidden Disabilities Sunflower network for the 2024/25 Season. |
Building on our commitment to Pride, Harlequins ran its fifth Pride fixture with invaluable advice from partners Kings Cross Steelers RFC, the world's first gay-inclusive rugby union club. The Steelers play an integral role in the Club's annual LGBTQ+ Pride celebration matches, and LGBTQ+ Inclusion Conferences. |
The Club is committed to creating a supportive environment where all employees are valued and respected. Throughout our operations we encourage collaboration, teamwork and creativity both on and off the field and provide a range of opportunities for learning and development. |
The Club continues to support the mental and physical wellbeing of employees through several interventions including gym access, a dedicated service offering confidential counselling and support services and has partnered with Just Ask A Question (JAAQ) an online mental health support platform |
The Harlequins Foundation |
The Harlequins Foundation (the Foundation) continues to thrive, with the appointment of a new Head of Foundation and a new chair of Trustees. The Foundation has sought to expand its footprint and activities. Close alignment with the Club has been critical to the success of the Foundation. |
The Foundation has continued to develop key strategic partnerships with organisations to help support scaling up our reach and continues to focus on mental health issues. |
The Harlequins Foundation is dedicated to enhancing the wellbeing of individuals across the Harlequins heartlands, leveraging rugby as a platform for positive change. Through a variety of key initiatives such as Volunteers week, the Kind2Mind campaign, METTLE and the Rival Ride, the Foundation collaborates closely with the Club to deliver meaningful outreach and support to the Harlequins community. |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 30 JUNE 2024 |
Founded in 2019, Harlequins' wheelchair rugby team 'The Jesters' continues to provide a rare opportunity for contact sport to disabled people. In September 2023, The Jesters participated in the Wheelchair Rugby 5's tournament where they placed third. This was the first competitive league that The Jesters have played in, and this result demonstrates the rapid development of the squad. |
PRINCIPAL RISKS AND UNCERTAINTIES |
(i) Elite team performance |
The key risk facing Harlequins is the results and resultant consequences of the performance of the elite men's team. The Club has again reported record season ticket sales, with home league games essentially selling out throughout the entirety of last season. |
The Club's board and senior management team continue to focus their efforts on developing a commercial business to underpin the strength of our rugby operations. We aim to develop a financially stable business which de-risks the uncertainty of our activities. However, success on the pitch remains the greatest driver of long-term sustainability. |
(ii) Failure to comply with competition regulations |
The financial and reputational risk of material non-compliance with rugby competition rules and regulations could lead to a loss of future revenue streams, and even relegation from the Gallagher Premiership, thereby threatening the Club's sustainability. Harlequins mitigates such risk through a series of robust internal controls to ensure that we comply with and meet our obligations to disclose required information for each relevant competition, and in particular, the Gallagher Premiership Salary Cap. |
(iii) Failure to renew key commercial contracts and/or a reduction in central funding |
Reduced commercial revenues, either negotiated by ourselves or Premiership Rugby centrally, could have a material impact on the Club's long-term viability. Harlequins continues to invest in talented people, building dedicated sales and marketing teams to develop a corporate pipeline and proactively manage existing contracts and relationships. |
(iv) Funding |
Harlequins remains reliant on the continuing support from its shareholders. The Club is acutely aware of the need to attain financial sustainability to mitigate the risk of requiring shareholder funding. |
(v) Cyber security breaches causing financial and/or reputational harm |
Harlequins takes the threat of cyber security and its responsibility as a data controller seriously. We deploy the latest cyber protection systems which are dynamically updated to counter known and potential threats. |
(vi) Terrorism |
Sport is no stranger to the threat from terrorism. Over the years, high-profile sporting and other live events have been targeted with varying degrees of impact and success. In recent years several incidents at high-profile sporting events have been prevented, but we are aware that we must remain vigilant to possible terrorism risks. |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 30 JUNE 2024 |
CONCLUSION |
We are committed to achieving playing success within a financially sustainable business. The Club continues to manage its costs accordingly identifying revenue opportunities with the aim of delivering an improved financial position. We continue to invest both on and off the field with the objective of having the best professional club rugby programme in Europe. |
Our men's and women's teams remain committed to the expansive playing style of rugby. We understand these are challenging times but believe that we have an exciting future in the 2024/25 season and beyond. |
The board thanks our dedicated employees (both commercial and playing staff), our commercial partners, our fans, our shareholders and all supporters of Harlequins. Our future success is dependent upon contributions from all our stakeholders. |
ON BEHALF OF THE BOARD: |
28 November 2024 |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 JUNE 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 30 June 2024. |
DIVIDENDS |
There were no dividend distributions during the year or the previous year. |
RESEARCH AND DEVELOPMENT |
R&D has been planned and carried out in three broad R&D project streams. One is in the development of new and improved data collection and analysis methods, processes and tools. The other two project streams are both in the development of new scientific knowledge in the relationships between player physiology and performance, to in-turn develop training regimes proposed to improve player and team performance across speed, strength and health, as well as player availability on match day. |
During the year the group recognised R&D Expenditure Credit (RDEC) claims totalling £209,387 (2023: £286,217) relating to R&D in previous years. Qualifying R&D expenditure relating to the year ended 30 June 2024 is under review. |
FUTURE DEVELOPMENTS |
In accordance with s414C(11) of the Companies Act 2006, the information relating to risk management and future developments is included in the Strategic Report. |
EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 July 2023 to the date of this report. |
FINANCIAL INSTRUMENTS |
Liquidity risk |
The group is responsible for the management of liquidity risk, which is the risk that the financial obligations cannot be met as they fall due. Working capital and finance charges on borrowings are managed through a combination of operating cash flows and funding from the continued support of the principal shareholder of Harlequin FC Holdings Limited, Blue Sky Holdings Limited. At the balance sheet date, the cash flow forecasts are reviewed by the board and the group is forecast to have sufficient funding facilities to meet the group's obligations as they fall due. |
Interest rate risk |
The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans, due to changes in market interest rates. |
Credit risk |
Credit risk arises from the group's trade debtors, being the risk that the counterparty fails to discharge their obligation in respect of the instrument. All customers who wish to trade on credit terms, allowing for the payment of debt after the delivery of goods or services, are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary. Risk is mitigated through developing strong relationships with our customers. |
DISABLED PERSONS |
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 JUNE 2024 |
EMPLOYEE INVOLVEMENT |
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests. |
Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance. |
There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the group's performance. |
DIRECTORS' INSURANCE |
The group maintains insurance policies on behalf of all directors against liability arising from negligence, breach of duty and breach of trust in relation to the group. |
MARKET VALUE OF LAND AND BUILDINGS |
Harlequin Estates (Twickenham) Limited, subsidiary of Harlequin FC Holdings Limited, holds the freehold of the Twickenham Stoop Stadium. On 30 June 2017 the Twickenham Stoop Stadium was valued by external valuers, Vail Williams, on the basis of depreciated replacement cost, at a value of £39,000,000. |
DIRECTORS' RESPONSIBILITIES STATEMENT |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 JUNE 2024 |
AUDITORS |
The auditors, Lewis Brownlee (Chichester) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
HARLEQUIN FC HOLDINGS LIMITED |
Opinion |
We have audited the financial statements of Harlequin FC Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 group's and of the parent company affairs as at 30 June 2024 and of the group's 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. |
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
HARLEQUIN FC HOLDINGS LIMITED |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Directors' Responsibilities Statement set out on page eight, 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 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Auditors' 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 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: |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
- | the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- | we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience of the sector; |
- | we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including legislation such as the Companies Act 2006, taxation legislation and applicable sporting regulations; |
- | we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence, where applicable; and |
- | identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
We assessed the susceptibility of the group financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- | making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
- | considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
HARLEQUIN FC HOLDINGS LIMITED |
To address the risk of fraud through management bias and override of controls, we: |
- | performed analytical procedures to identify any unusual or unexpected relationships; |
- | tested journal entries to identify unusual transactions; |
- | assessed whether judgements and assumptions made in determining the accounting estimates set out in the accounting policies were indicative of potential bias; and |
- | investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- | agreeing financial statement disclosures to underlying supporting documentation; |
- | reading the minutes of meetings of those charged with governance; |
- | enquiring of management as to actual and potential litigation and claims; and |
- | reviewing correspondence with HMRC, relevant regulators and the group’s legal advisors, where applicable. |
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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
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 a Report of the Auditors 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. |
for and on behalf of |
Chartered Accountants |
Statutory Auditors |
Appledram Barns |
Birdham Road |
Chichester |
West Sussex |
PO20 7EQ |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
CONSOLIDATED |
STATEMENT OF COMPREHENSIVE |
INCOME |
FOR THE YEAR ENDED 30 JUNE 2024 |
2024 | 2023 |
Notes | £ | £ |
TURNOVER | 3 | 29,627,315 | 26,813,857 |
Cost of sales | 16,552,335 | 14,165,089 |
GROSS PROFIT | 13,074,980 | 12,648,768 |
Administrative expenses | 17,562,076 | 17,352,764 |
(4,487,096 | ) | (4,703,996 | ) |
Other operating income | 4 | 209,387 | 289,695 |
OPERATING LOSS | 6 | (4,277,709 | ) | (4,414,301 | ) |
Income from fixed asset investments | 137,715 | 169,113 |
Gain/loss on revaluation of investments | 172,703 | (161,421 | ) |
Interest payable and similar expenses | 8 | (2,572,596 | ) | (2,313,681 | ) |
LOSS BEFORE TAXATION | (6,539,887 | ) | (6,720,290 | ) |
Tax on loss | 9 | 65,620 | (1,118,390 | ) |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME |
Capital contribution | 2,323,265 | 2,112,939 |
Income tax relating to other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
2,323,265 |
2,112,939 |
TOTAL COMPREHENSIVE LOSS FOR THE YEAR |
(4,282,242 |
) |
(3,488,961 |
) |
Loss attributable to: |
Owners of the parent | (6,572,851 | ) | (5,537,016 | ) |
Non-controlling interests | (32,656 | ) | (64,884 | ) |
(6,605,507 | ) | (5,601,900 | ) |
Total comprehensive loss attributable to: |
Owners of the parent | (4,249,586 | ) | (3,424,077 | ) |
Non-controlling interests | (32,656 | ) | (64,884 | ) |
(4,282,242 | ) | (3,488,961 | ) |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
CONSOLIDATED BALANCE SHEET |
30 JUNE 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 11 | 133,160 | 531,376 |
Tangible assets | 12 | 33,089,193 | 34,012,353 |
Investments | 13 | 19,617,361 | 19,485,908 |
Investment property | 14 | 1,000,000 | 1,000,000 |
53,839,714 | 55,029,637 |
CURRENT ASSETS |
Debtors: amounts falling due within one year | 15 | 5,226,966 | 4,803,670 |
Cash at bank and in hand | 2,479,520 | 1,681,011 |
7,706,486 | 6,484,681 |
CREDITORS |
Amounts falling due within one year | 16 | 19,108,205 | 17,917,881 |
NET CURRENT LIABILITIES | (11,401,719 | ) | (11,433,200 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
42,437,995 |
43,596,437 |
CREDITORS |
Amounts falling due after more than one year | 17 | (61,275,059 | ) | (58,172,847 | ) |
PROVISIONS FOR LIABILITIES | 20 | (1,612,712 | ) | (1,591,124 | ) |
NET LIABILITIES | (20,449,776 | ) | (16,167,534 | ) |
CAPITAL AND RESERVES |
Called up share capital | 21 | 5,710,100 | 5,710,100 |
Share premium | 22 | 6,390,000 | 6,390,000 |
Revaluation reserve | 22 | 7,001,698 | 7,001,698 |
Capital contribution reserve | 22 | 2,323,265 | 2,112,939 |
Retained earnings | 22 | (41,743,496 | ) | (37,283,584 | ) |
SHAREHOLDERS' FUNDS | (20,318,433 | ) | (16,068,847 | ) |
NON-CONTROLLING INTERESTS | (131,343 | ) | (98,687 | ) |
TOTAL EQUITY | (20,449,776 | ) | (16,167,534 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on 28 November 2024 and were signed on its behalf by: |
S J Pope - Director |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
COMPANY BALANCE SHEET |
30 JUNE 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 11 |
Tangible assets | 12 |
Investments | 13 |
Investment property | 14 |
CURRENT ASSETS |
Debtors: amounts falling due after more than one year |
15 |
CREDITORS |
Amounts falling due within one year | 16 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 17 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 21 |
Share premium | 22 |
Capital contribution reserve | 22 |
Retained earnings | 22 |
SHAREHOLDERS' FUNDS |
Company's loss for the financial year | (564,120 | ) | (572,989 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 30 JUNE 2024 |
Called up |
share | Retained | Share | Revaluation |
capital | earnings | premium | reserve |
£ | £ | £ | £ |
Balance at 1 July 2022 | 5,710,100 | (32,487,403 | ) | 6,390,000 | 5,849,014 |
Changes in equity |
Imputed interest | - | 1,893,519 | - | - |
Total comprehensive loss | - | (6,689,700 | ) | - | 1,152,684 |
Balance at 30 June 2023 | 5,710,100 | (37,283,584 | ) | 6,390,000 | 7,001,698 |
Changes in equity |
Imputed interest | - | 2,112,939 | - | - |
Total comprehensive loss | - | (6,572,851 | ) | - | - |
Balance at 30 June 2024 | 5,710,100 | (41,743,496 | ) | 6,390,000 | 7,001,698 |
Capital |
contribution | Non-controlling | Total |
reserve | Total | interests | equity |
£ | £ | £ | £ |
Balance at 1 July 2022 | 1,893,519 | (12,644,770 | ) | (33,803 | ) | (12,678,573 | ) |
Changes in equity |
Capital contribution | 2,112,939 | 2,112,939 | - | 2,112,939 |
Imputed interest | (1,893,519 | ) | - | - | - |
Total comprehensive loss | - | (5,537,016 | ) | (64,884 | ) | (5,601,900 | ) |
Balance at 30 June 2023 | 2,112,939 | (16,068,847 | ) | (98,687 | ) | (16,167,534 | ) |
Changes in equity |
Capital contribution | 2,323,265 | 2,323,265 | - | 2,323,265 |
Imputed interest | (2,112,939 | ) | - | - | - |
Total comprehensive loss | - | (6,572,851 | ) | (32,656 | ) | (6,605,507 | ) |
Balance at 30 June 2024 | 2,323,265 | (20,318,433 | ) | (131,343 | ) | (20,449,776 | ) |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 30 JUNE 2024 |
Called up | Capital |
share | Retained | Share | contribution | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 July 2022 |
Changes in equity |
Capital contribution | - | - | - | 2,112,939 | 2,112,939 |
Imputed interest | - | 1,893,519 | - | (1,893,519 | ) | - |
Total comprehensive loss | - | ( |
) | - | ( |
) |
Balance at 30 June 2023 |
Changes in equity |
Capital contribution | - | - | - | 2,323,265 | 2,323,265 |
Imputed interest | - | 2,112,939 | - | (2,112,939 | ) | - |
Total comprehensive loss | - | ( |
) | - | ( |
) |
Balance at 30 June 2024 |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 30 JUNE 2024 |
2024 | 2023 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 27 | 5,068,976 | 5,427,203 |
Interest paid | (2,474,133 | ) | (2,239,850 | ) |
Interest element of finance lease payments paid |
(98,463 |
) |
(73,831 |
) |
Tax paid | (19,229 | ) | - |
Net cash from operating activities | 2,477,151 | 3,113,522 |
Cash flows from investing activities |
Purchase of intangible fixed assets | (36,000 | ) | (70,938 | ) |
Purchase of tangible fixed assets | (1,035,318 | ) | (2,578,328 | ) |
Dividends received | 137,715 | 169,113 |
Net cash from investing activities | (933,603 | ) | (2,480,153 | ) |
Cash flows from financing activities |
Bond repayments in year | (351,000 | ) | (461,000 | ) |
Payment of finance lease obligations | (394,039 | ) | (395,638 | ) |
Net cash from financing activities | (745,039 | ) | (856,638 | ) |
Increase/(decrease) in cash and cash equivalents | 798,509 | (223,269 | ) |
Cash and cash equivalents at beginning of year |
28 |
1,681,011 |
1,904,280 |
Cash and cash equivalents at end of year | 28 | 2,479,520 | 1,681,011 |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 JUNE 2024 |
1. | STATUTORY INFORMATION |
Harlequin FC Holdings Limited ("the company") is a company limited by shares domiciled and incorporated in England and Wales. The registered office is Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX. |
The group consists of Harlequin FC Holdings Limited and all of its subsidiaries. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
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 pound. |
The financial statements have been prepared on the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below. |
Going concern |
At the year end, the group reported net current liabilities of £11,401,719 (2023: 11,433,200) and overall net liabilities of £20,449,776 (2022: 16,167,534) which includes a loan of £49,304,838 (2023: £44,841,264) from Blue Sky Holdings Limited, the principal shareholder of the group. |
The group relies on support from the group’s principal shareholder, which has confirmed that the loans owed to it are not due for repayment until at least 30 June 2026. |
Blue Sky Holdings Limited has confirmed it intends to continue to provide financial support to enable the group to meet its obligations are they fall due, at least until 30 June 2026. The directors are confident that Blue Sky Holdings Limited has sufficient resources to provide a sufficient level of support, and based on this, the provision of a letter of support, as well as previous support provided, they consider it appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustment that would result if the going concern assumption was found to be inappropriate. |
In approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue operating for the foreseeable future. In forming their expectation, the directors have considered the additional future funding requirements as outlined in the budgets and cash flow forecasts up to 30 June 2026. These forecasts are based on prudent estimates and assessments of uncertainties, alongside the availability of financial support from the group's principal shareholder. These budgets and forecasts have been extended this year through to the 2025/26 season in line with the requirements of the regulations set out by PRL's Financial Monitoring Panel. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements. |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
2. | ACCOUNTING POLICIES - continued |
Basis of consolidation |
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measure reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investment in subsidiaries, joint ventures and associated are recognised at cost less impairment. |
The consolidated financial statements incorporate those of Harlequin FC Holdings Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. |
All financial statements are made up to 30 June 2024. Where necessary, adjustments are made to the financial statements of the subsidiaries to bring the accounting policies used into line with those used by the other members of the group. |
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. |
Harlequin Estates (Twickenham) Limited and Harlequin Football Club Limited have been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account and statement of cash flows include the results and cash flows of Harlequin Estates (Twickenham) Limited and Harlequin Football Club Limited since their acquisition on 30 September 2014. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition. |
The group profit and loss account and statement of cash flows also include the results and cash flows of Harlequin Finance plc, Harlequin Rugby (USA) Inc, Harlequin Campus Limited and Harlequin Womens Football Club Limited since their incorporation on 23 November 2015, 31 January 2017, 27 September 2017 and 17 April 2023 respectively. Harlequins Womens Football Club Limited started trading on 1 July 2023. |
Significant judgements and estimates |
In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
2. | ACCOUNTING POLICIES - continued |
Critical judgements and estimation uncertainty |
The following judgements and estimates have had the most significant effect on the amounts recognised in the financial statements: |
Investment in Premier Rugby Limited (PRL) |
The group holds its investment in PRL. The investment comprises shares and invested units. |
The shares are held at nil value, as PRL is designed to be a non-profit making enterprise after the entity's income is divided between the clubs on the basis of their unit holding. The invested units provide the group with current and future expected cashflows. |
During prior years, the directors conducted their own review of the past and predicted future cash inflow to create various methodologies and scenarios in calculating the fair value of the investment, which had been recognised at the fair value originally provided by PRL. These scenarios were discounted at a weighted average cost of capital consistent with the directors' view of the relevant yield required from an investment such as this. |
During the year ended 30 June 2024, PRL are not able to provide sufficient information to assist the directors with conducting their own review of the fair value. Therefore, in accordance with FRS 102, where a reliable measure of fair value is no longer available for an asset measured at fair value, its carrying amount at the last date the asset was reliably measurable becomes its new (deemed) cost and is then measured at cost less any impairment, until a reliable measure of fair value becomes available. |
Following a detailed review, the directors consider that there are no indications of impairment. The directors maintain that the impact of the events of recent years will be short lived and as such will not impact the overall carrying amount on the group's investment. |
Changes to the above information would significantly affect the carrying amount of the investment. |
Commercial contracts |
The directors use their judgement as to when to recognise income from sponsorship contracts and contracts with PRL. |
The contracts contain a number of different elements, the interpretation and valuation of which could be used to produce different results on how to spread the resulting income. |
The directors' principles are to spread that income evenly over the relevant contract length, reflecting the substance and purpose of the contract, unless it is reasonable and possible to accurately spread that income in another more accurate manner. |
Valuation of stadium |
The value of the stadium is made by the directors on the basis of a valuation from Vail Williams. The directors have assumed that all fixed assets physically connected to the stadium form part of that valuation. |
Deemed interest rate on loan from parent company |
The directors of Harlequin FC Holdings Limited have determined that a reasonable market rate of interest to be used when discounting the interest free loan from its parent, Blue Sky Holdings Limited, is 4.5% per annum. |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover represents amounts receivable net of VAT. Turnover in respect of the group's catering contract is shown gross of expenses. |
Turnover from the sale of goods is recognised when the group has transferred the significant risks and rewards of ownership to the buyer, the amount of turnover can be measured reliably, it is probable that the group will receive the consideration due under the transaction and the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when the amount of turnover can be measured reliably and it is probable that the group will receive the consideration due under the contract. |
Deferred income |
Deferred income other than grants represents amounts receivable in relation to sponsorship, membership and executive boxes over a period of time. It is released to profit or loss in the season to which it relates. |
Other operating income |
Other operating income includes Research & Development Expenditure Credit (RDEC), recognised when a claim has been submitted to HMRC. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date if the fair value can be measured reliably. |
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives. Goodwill on consolidation has been fully amortised. Computer software is amortised over a period of three to five years. |
Tangible fixed assets |
Tangible fixed assets are stated at cost, or valuation, less depreciation. Depreciation is provided at the following annual rates in order to write off the cost, or valuation, less estimated residual value of each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter. |
Freehold property | - | at varying rates on cost |
Short leasehold | - | straight line over 15 years |
Plant and machinery | - | at varying rates on cost |
Fixtures and fittings | - | at varying rates on cost |
Computer equipment | - | at varying rates on cost |
Assets under construction are not depreciated until they are brought into use. |
Freehold land is not depreciated. |
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in profit or loss account. |
Costs of fixed assets include all expenses of development, including attributable interest. Interest capitalised is calculated by reference to the rate of interest payable on borrowings drawn down to finance development. |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
2. | ACCOUNTING POLICIES - continued |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. |
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. |
Other investments |
Other investments are initially measured at cost and then subsequently measured at fair value, where the valuation method can be measured reliably, with changes in fair value recognised in profit or loss. Where a reliable measure of fair value is no longer available for an asset measured at fair value, its carrying amount at the last date the asset was reliably measurable becomes its new cost and is then measured at cost less any impairment, until a reliable measure of fair value becomes available. |
Impairment of fixed assets |
At each reporting date, the group reviews the carrying amounts of its tangible and intangible 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 group estimates the recoverable amount of the cash-generating unit to which the asset belongs. |
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and wherever this is an indication that the asset may be impaired. |
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 the 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 the profit or loss, unless the relevant asset is carried in at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. |
Investment property |
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss. |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The group 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 group's statement of financial position when the group becomes a party to the contractual provisions of the instrument. |
Financial instruments 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 trade and other receivables 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 rate method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of future receipts discounted at a market rate of interest. |
Impairment of financial instruments |
Financial assets, other than those held at fair value through the 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 estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the 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 the profit or loss. |
Derecognition of financial assets |
Financial assets are derecognised only when the contractual rights to the cash flow from the asset expire or are settled, or when the group 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. |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
2. | ACCOUNTING POLICIES - continued |
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 group after deducting all of its liabilities. |
Basic financial liabilities, including trade and other payables, 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. |
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
Derecognition of financial liabilities |
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled. |
Capital instruments |
Shares are included in shareholders' funds. Other instruments are classified as liabilities if they contain an obligation to transfer economic benefits and are not included in shareholders' funds. The finance cost recognised in the profit and loss account in respect of capital instruments other than the equity shares is allocated to periods over the term of the instrument at a constant rate on the carrying amount. |
Equity instruments |
Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group. |
Debt |
Finance costs are charged to the profit and loss account, except in the case of development finance where interest and relating costs are capitalised as part of the cost of the development. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
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. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
2. | ACCOUNTING POLICIES - continued |
Leasing commitments |
Assets that are held by the group under leases which transfer to the group substantially all the risks and rewards of ownership are classified as being held under finance leases. Leases which do not transfer substantially all the risks and rewards of ownership to the group are classified as operating leases. |
Assets held under finance leases are initially recognised as assets of the group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss. |
Rentals payable under operating leases, including any lease incentives received, are charged to the profit and 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 lease asset are consumed. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Employee Benefits |
The cost 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 employees services are received. |
Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits. |
3. | TURNOVER |
The turnover and loss before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by class of business is given below: |
2024 | 2023 |
£ | £ |
Rugby income | 11,809,180 | 8,521,129 |
Central funding | 5,437,290 | 7,598,733 |
Commercial income | 12,380,845 | 10,693,995 |
29,627,315 | 26,813,857 |
4. | OTHER OPERATING INCOME |
2024 | 2023 |
£ | £ |
Government grants | - | 3,478 |
Research & Development Expenditure Credit (RDEC) |
209,387 |
286,217 |
209,387 | 289,695 |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
5. | EMPLOYEES AND DIRECTORS |
2024 | 2023 |
£ | £ |
Wages and salaries | 13,351,439 | 12,773,600 |
Social security costs | 1,397,389 | 1,636,172 |
Other pension costs | 393,859 | 333,941 |
15,142,687 | 14,743,713 |
The average number of employees during the year was as follows: |
2024 | 2023 |
Players and coaching | 142 | 129 |
Management and administration | 81 | 125 |
The average number of employees by undertakings that were proportionately consolidated during the year was 223 (2023 - 254 ) . |
2024 | 2023 |
£ | £ |
Directors' remuneration | - | - |
The group's key management personnel are considered to be the directors and the non-statutory board members of all group companies. During the year, the total of key management personnel compensation was £427,073 (2023: £385,864) for the group. |
No directors of the Harlequin FC Holdings Limited received any remuneration from the group. |
Prior year adjustment |
The financial statements have been restated, for the year ended 30 June 2023, to ensure consistency with the current year's allocations. |
The restatement is a reallocation of catering support costs, previously included with administrative wages and salaries costs, to other direct costs within cost of sales. |
The restatement reduces the gross profit by £433,084, with a corresponding reduction in administrative costs, but has no effect on the net loss for the year. |
6. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
2024 | 2023 |
£ | £ |
Other operating leases | 180,518 | 269,464 |
Depreciation - owned assets | 1,845,219 | 1,619,657 |
Depreciation - assets on finance leases | 113,259 | 113,259 |
Loss on disposal of fixed assets | - | 5,803 |
Goodwill amortisation | 395,737 | 395,734 |
Computer software amortisation | 38,479 | 30,520 |
Foreign exchange differences | 13,842 | (4 | ) |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
7. | AUDITORS' REMUNERATION |
2024 | 2023 |
£ | £ |
Fee payable to the group's auditors and their associates for the audit of the group's financial statements |
62,098 |
48,700 |
Auditors' remuneration for non audit work | 13,830 | 10,240 |
8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Other interest payable | 220,503 | 189,927 |
Bond interest payable | 140,691 | 156,404 |
Imputed interest charge | 2,112,939 | 1,893,519 |
Finance lease interest | 98,463 | 73,831 |
2,572,596 | 2,313,681 |
9. | TAXATION |
Analysis of the tax charge/(credit) |
The tax charge/(credit) on the loss for the year was as follows: |
2024 | 2023 |
£ | £ |
Current tax: |
UK corporation tax | 44,032 | 54,381 |
Deferred tax | 21,588 | (1,172,771 | ) |
Tax on loss | 65,620 | (1,118,390 | ) |
UK corporation tax has been charged at 25 % (2023 - 25 %). |
Reconciliation of total tax charge/(credit) included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2024 | 2023 |
£ | £ |
Loss before tax | (6,539,887 | ) | (6,720,290 | ) |
Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
(1,634,972 |
) |
(1,680,073 |
) |
Effects of: |
Expenses not deductible for tax purposes | 686,173 | 614,333 |
Income not taxable for tax purposes | (34,428 | ) | (82,749 | ) |
Adjustments to tax charge in respect of previous periods | (8,315 | ) | 54,381 |
Change in unrecognised deferred tax assets | 1,024,456 | (48,611 | ) |
Losses surrendered to group undertakings | 32,706 | 24,329 |
Total tax charge/(credit) | 65,620 | (1,118,390 | ) |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
9. | TAXATION - continued |
Tax effects relating to effects of other comprehensive income |
2024 |
Gross | Tax | Net |
£ | £ | £ |
Capital contribution | 2,323,265 | - | 2,323,265 |
2023 |
Gross | Tax | Net |
£ | £ | £ |
Capital contribution | 2,112,939 | - | 2,112,939 |
A deferred tax asset in respect of losses carried forward has not been recognised because, at present, it is not certain that there will be future taxable profits from which reversal of underlying losses can be deducted. |
Further information on the deferred tax liability provided for in the financial statements can be found in the provisions for liabilities note. |
10. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
11. | INTANGIBLE FIXED ASSETS |
Group |
Computer |
Goodwill | software | Totals |
£ | £ | £ |
COST |
At 1 July 2023 | 3,957,341 | 542,809 | 4,500,150 |
Additions | - | 36,000 | 36,000 |
Disposals | - | (375,036 | ) | (375,036 | ) |
At 30 June 2024 | 3,957,341 | 203,773 | 4,161,114 |
AMORTISATION |
At 1 July 2023 | 3,561,604 | 407,170 | 3,968,774 |
Amortisation for year | 395,737 | 38,479 | 434,216 |
Eliminated on disposal | - | (375,036 | ) | (375,036 | ) |
At 30 June 2024 | 3,957,341 | 70,613 | 4,027,954 |
NET BOOK VALUE |
At 30 June 2024 | - | 133,160 | 133,160 |
At 30 June 2023 | 395,737 | 135,639 | 531,376 |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
11. | INTANGIBLE FIXED ASSETS - continued |
Group |
On 30 September 2014 Harlequin FC Holdings Limited purchased 97% of the share capital in Harlequin Football Club Limited for consideration of £7,100,000, and 100% of the share capital in Harlequin Estates (Twickenham) Limited for consideration of £15,688,000, resulting in goodwill of £3,957,341 being generated. |
On 19 March 2020 Harlequin FC Holdings Limited purchased a further 341,297 ordinary shares in Harlequin Football Club Limited for consideration of £5,000,001. |
Harlequin FC Holdings Limited held a shareholding in Harlequin Football Club Limited of 98% at the year end date. |
12. | TANGIBLE FIXED ASSETS |
Group |
Freehold | Short | Plant and |
property | leasehold | machinery |
£ | £ | £ |
COST OR VALUATION |
At 1 July 2023 | 40,168,979 | 1,214,212 | 1,694,535 |
Additions | 53,269 | - | 87,190 |
Disposals | - | - | (106,076 | ) |
At 30 June 2024 | 40,222,248 | 1,214,212 | 1,675,649 |
DEPRECIATION |
At 1 July 2023 | 9,476,848 | 745,357 | 1,409,334 |
Charge for year | 1,231,472 | 80,892 | 82,219 |
Eliminated on disposal | - | - | (106,076 | ) |
At 30 June 2024 | 10,708,320 | 826,249 | 1,385,477 |
NET BOOK VALUE |
At 30 June 2024 | 29,513,928 | 387,963 | 290,172 |
At 30 June 2023 | 30,692,131 | 468,855 | 285,201 |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
12. | TANGIBLE FIXED ASSETS - continued |
Group |
Fixtures |
and | Computer |
fittings | equipment | Totals |
£ | £ | £ |
COST OR VALUATION |
At 1 July 2023 | 4,059,554 | 1,305,639 | 48,442,919 |
Additions | 675,826 | 219,033 | 1,035,318 |
Disposals | (272,949 | ) | (380,300 | ) | (759,325 | ) |
At 30 June 2024 | 4,462,431 | 1,144,372 | 48,718,912 |
DEPRECIATION |
At 1 July 2023 | 1,907,756 | 891,271 | 14,430,566 |
Charge for year | 375,629 | 188,266 | 1,958,478 |
Eliminated on disposal | (272,949 | ) | (380,300 | ) | (759,325 | ) |
At 30 June 2024 | 2,010,436 | 699,237 | 15,629,719 |
NET BOOK VALUE |
At 30 June 2024 | 2,451,995 | 445,135 | 33,089,193 |
At 30 June 2023 | 2,151,798 | 414,368 | 34,012,353 |
On 30 June 2017 the land and buildings were valued by external agents, Vail Williams, on the basis of depreciated replacement cost in accordance with the appraisal and valuation manual of the Royal Institute of Chartered Surveyors, at £39,000,000. This valuation encompasses the land and buildings, investment property and certain fixtures and fittings and plant and machinery. The agents consider that the property falls under the definition of "specialised" and accordingly consider that depreciated replacement cost is an appropriate method of valuation. |
The cost of land and buildings includes £343,611 (2023: £343,611) of finance costs capitalised during the development of the West Stand. |
The value of land and buildings includes land with a value of £10,500,000 (2023: £10,500,000) that is not depreciated. |
The original cost of the revalued assets amounts to £21,819,637 (2023: £21,766,368). |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
12. | TANGIBLE FIXED ASSETS - continued |
Group |
Fixed assets, included in the above, which are held under finance leases are as follows: |
Fixtures |
Freehold | and | Computer |
property | fittings | equipment | Totals |
£ | £ | £ | £ |
COST OR VALUATION |
At 1 July 2023 |
and 30 June 2024 | 1,440,000 | 137,974 | 193,030 | 1,771,004 |
DEPRECIATION |
At 1 July 2023 | 130,910 | 9,198 | 41,823 | 181,931 |
Charge for year | 65,454 | 9,199 | 38,606 | 113,259 |
At 30 June 2024 | 196,364 | 18,397 | 80,429 | 295,190 |
NET BOOK VALUE |
At 30 June 2024 | 1,243,636 | 119,577 | 112,601 | 1,475,814 |
At 30 June 2023 | 1,309,090 | 128,776 | 151,207 | 1,589,073 |
13. | FIXED ASSET INVESTMENTS |
Group |
Unlisted |
investments |
£ |
COST OR VALUATION |
At 1 July 2023 | 19,485,908 |
Revaluations | 172,703 |
Impairments | (41,250 | ) |
At 30 June 2024 | 19,617,361 |
NET BOOK VALUE |
At 30 June 2024 | 19,617,361 |
At 30 June 2023 | 19,485,908 |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
13. | FIXED ASSET INVESTMENTS - continued |
Group |
Cost or valuation at 30 June 2024 is represented by: |
Unlisted |
investments |
£ |
Valuation in 2017 | 8,460,016 |
Valuation in 2018 | 3,406,598 |
Valuation in 2019 | 2,671,927 |
Valuation in 2020 | (192,124 | ) |
Valuation in 2021 | 5,708,719 |
Valuation in 2022 | (355,307 | ) |
Valuation in 2023 | (213,921 | ) |
Valuation in 2024 | 131,453 |
19,617,361 |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 July 2023 |
Additions |
At 30 June 2024 |
NET BOOK VALUE |
At 30 June 2024 |
At 30 June 2023 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX |
Nature of business: |
% |
Class of shares: | holding |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
13. | FIXED ASSET INVESTMENTS - continued |
Registered office: Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware, 19808 |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX |
Nature of business: |
% |
Class of shares: | holding |
On 17 April 2023 the company acquired 100% of the shares in Harlequin Womens Football Club Limited at a cost of £1. |
Included within fixed asset investments is £82,500 (2023: £123,751) of RFU debentures. In previous years, Harlequin Football Club Limited entered into agreements with the Rugby Football Union whereby it purchased 100 individual 75 year Rose Debentures for £475,000 with no premium, 50 individual 75 year Rose Debentures for £262,500 with no premium, 10 individual 75 year Rose Debentures for £75,000 with no premium and 50 individual 75 year Rose Debentures for £412,500 with no premium. The debentures are interest fee and repayable in 75 years. The Rugby Football Union has agreed that rights attaching to these debentures shall be exercised by the group only in conjunction with the provision of hospitality packages to members of the Club. |
Also included within fixed assets investments, at deemed cost, is £17,551,779 (2023: £17,551,779) of PRL invested units. |
The group has also co-invested in an additional minor shareholding in Premier Rugby. The cost of the investment totalled £2,133,166 (2023: £2,133,166) which includes £133,006 (2023: £133,006) of professional and legal fees in connection with the investment. This investment is also included within fixed asset investments at its fair value of £1,983,081 (2023: £1,810,377). |
In the opinion of the directors, the aggregate value of the company's investment in subsidiary undertakings is not less than the amount included in the balance sheet. |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
14. | INVESTMENT PROPERTY |
Group |
Total |
£ |
FAIR VALUE |
At 1 July 2023 |
and 30 June 2024 | 1,000,000 |
NET BOOK VALUE |
At 30 June 2024 | 1,000,000 |
At 30 June 2023 | 1,000,000 |
15. | DEBTORS |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 1,155,669 | 1,228,742 |
Other debtors | 2,823,566 | 2,703,600 |
Tax | 165,355 | 231,836 |
Prepayments and accrued income | 1,082,376 | 639,492 |
5,226,966 | 4,803,670 |
Amounts falling due after more than one year: |
Amounts owed by group undertakings | - | - |
Aggregate amounts | 5,226,966 | 4,803,670 |
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Other loans (see note 18) | 3,207,300 | 2,500,000 |
Finance leases (see note 19) | 425,251 | 423,668 |
Trade creditors | 1,752,678 | 995,418 |
Social security and other taxes | 565,041 | 755,201 |
VAT | 1,522,909 | 1,628,460 | - | - |
Other creditors | 110,852 | 559,731 |
Accruals and deferred income | 11,524,174 | 11,055,403 |
19,108,205 | 17,917,881 |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued |
Included in creditors is an amount of £105,639 (2023: £206,755) of unpaid pension commitments. |
Included in other loans is £2,149,000 (2023: £2,500,000) repayable to bond holders relating to a bonds issued in the 2016 year. The bonds yield a fixed return of 5.5% (gross) per annum, payable semi-annually, for an initial fixed term of five years. |
The bonds issued in 2016 were for an initial five year term. Some of these have been rolled over on an annual basis where they can be redeemed annually on the original redemption date on the condition of the subsidiary company receiving 6 months notice from the bondholder. |
17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Other loans (see note 18) | 9,524,700 | 10,583,000 |
Finance leases (see note 19) | 463,106 | 858,728 |
Amounts owed to group undertakings | 49,304,838 | 44,841,264 | 54,331,255 | 49,605,640 |
Other creditors | 1,982,415 | 1,803,890 |
Accruals and deferred income | - | 85,965 |
61,275,059 | 58,172,847 |
Group |
Other loans, both falling due within, and after one year, include COVID 19 funding received from the Department for Digital, Culture, Media and Sport (DCMS). This loan is repayable over ten years with no capital repayments in the first two years. Interest is charged on the loan at 2%. The loan is secured by a fixed and floating charge over all assets of Harlequin Football Club Limited. |
Company |
At the year end the balance due from the company to the parent company, Blue Sky Holdings Limited, was £49,304,838 (2023: £44,841,264). The loan is repayable with 366 days notice on a rolling basis, with interest at 0.0%. The balance is after reflecting a capital contribution of £2,323,265 (2023: £2,112,939). |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
18. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
2024 | 2023 |
£ | £ |
Amounts falling due within one year or | on demand: |
Other loans | 3,207,300 | 2,500,000 |
Amounts falling due between one and | two years: |
Other loans - 1-2 years | 1,058,300 | 1,058,300 |
Amounts falling due between two and | five years: |
Other loans - 2-5 years | 3,174,900 | 3,174,900 |
Amounts falling due in more than five | years: |
Repayable by instalments |
Other loans more than 5 years | 5,291,500 | 6,349,800 |
19. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Finance leases |
2024 | 2023 |
£ | £ |
Net obligations repayable: |
Within one year | 425,251 | 423,668 |
Between one and five years | 463,106 | 858,728 |
888,357 | 1,282,396 |
Group |
Non-cancellable |
operating leases |
2024 | 2023 |
£ | £ |
Within one year | 219,146 | 205,000 |
Between one and five years | 410,000 | 615,000 |
629,146 | 820,000 |
Operating and finance lease payments represent rentals payable by the group for certain items of land and buildings and plant and machinery. No restrictions are placed on the use of the assets. No arrangements have been entered into for contingent rental payments. Finance leases are secured on the related assets. |
The company has £Nil (2023: £Nil) lease commitments. |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
20. | PROVISIONS FOR LIABILITIES |
Group |
2024 | 2023 |
£ | £ |
Deferred tax | 1,612,712 | 1,591,124 |
Group |
Deferred tax |
£ |
Balance at 1 July 2023 | 1,591,124 |
Charge to Statement of Comprehensive Income during year | 21,588 |
Balance at 30 June 2024 | 1,612,712 |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end at that are expected to apply to the reversal of the timing difference. The tax rate used for this purpose is 25% (2023: 25%). |
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. |
No deferred tax asset has been recognised on tax losses carried forward because, at present, it is not certain there will be future taxable profit from which reversal of underlying losses can be deducted. However tax losses carried forward have been used to reduce the deferred tax liability on the chargeable gain on investments detailed below. This has been restricted to the amount of losses expected to be available for use subject to the amount of group deduction allowance available to the group. |
A deferred tax liability has been provided for against the chargeable gain that would be expected if the group was to sell its holding in the PRL invested units and its stake in the co-investment in Premier Rugby. This has been provided for at the rate of tax stipulated above. |
No deferred tax liability has been recognised for the chargeable gain that would arise if the group were to sell all freehold land and buildings and investment properties at carrying value. It is expected that the tax losses carried forward by the group would be sufficient to cover the chargeable gain and that no tax would be payable. |
The company has £Nil (2023: £Nil) provisions for liabilities. |
21. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | 10p | 710,100 | 710,100 |
Preference | £1 | 5,000,000 | 5,000,000 |
5,710,100 | 5,710,100 |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
21. | CALLED UP SHARE CAPITAL - continued |
Ordinary shares carry full voting, dividend and capital rights. |
Preference shares are non-voting and only have priority on the return of capital on liquidation. |
22. | RESERVES |
Group |
Capital |
Retained | Share | Revaluation | contribution |
earnings | premium | reserve | reserve | Totals |
£ | £ | £ | £ | £ |
At 1 July 2023 | (37,283,584 | ) | 6,390,000 | 7,001,698 | 2,112,939 | (21,778,947 | ) |
Deficit for the year | (6,572,851 | ) | - | - | - | (6,572,851 | ) |
Capital contribution | - | - | - | 2,323,265 | 2,323,265 |
Imputed interest | 2,112,939 | - | - | (2,112,939 | ) | - |
At 30 June 2024 | (41,743,496 | ) | 6,390,000 | 7,001,698 | 2,323,265 | (26,028,533 | ) |
Company |
Capital |
Retained | Share | contribution |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 July 2023 | 10,648,871 |
Deficit for the year | ( |
) | - | - | ( |
) |
Capital contribution | - | - | 2,323,265 | 2,323,265 |
Imputed interest | 2,112,939 | - | (2,112,939 | ) | - |
At 30 June 2024 | 12,408,016 |
Retained earnings include non-distributable positive reserves of £17,551,779 (2023: £17,551,779) for the group. |
23. | CAPITAL COMMITMENTS |
2024 | 2023 |
£ | £ |
Contracted but not provided for in the |
financial statements | 43,541 | 592,750 |
24. | RELATED PARTY DISCLOSURES |
The company and group has taken advantage of the exemption available in section 33 of FRS 102 whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the group on the grounds that the transactions have been removed on consolidation. |
Transactions with the parent company, Blue Sky Holdings Limited, are as detailed in the creditors note. |
25. | POST BALANCE SHEET EVENTS |
After the balance sheet date, at the time of approval of the financial statements, notifications had been received from bondholders of their intention to redeem their bonds amounts to £5,000 (2023: £189,000). |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
26. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is the board of directors of Somers Isles Private Trust Company Ltd. |
The ultimate parent company of Harlequin FC Holdings Limited is Prime Life Common Fund Limited, a company domiciled in Bermuda. |
27. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2024 | 2023 |
£ | £ |
Loss before taxation | (6,539,887 | ) | (6,720,290 | ) |
Depreciation charges | 2,392,694 | 2,159,170 |
Loss on disposal of fixed assets | - | 5,803 |
(Gain)/loss on revaluation of fixed assets | (172,703 | ) | 161,421 |
Impairment of fixed asset investments | 41,250 | 52,500 |
R&D expenditure credit | (165,355 | ) | (286,217 | ) |
Finance costs | 2,572,596 | 2,313,681 |
Finance income | (137,715 | ) | (169,113 | ) |
(2,009,120 | ) | (2,483,045 | ) |
(Increase)/decrease in trade and other debtors | (282,742 | ) | 2,175,043 |
Increase in trade and other creditors | 7,360,838 | 5,735,205 |
Cash generated from operations | 5,068,976 | 5,427,203 |
28. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 30 June 2024 |
30/6/24 | 1/7/23 |
£ | £ |
Cash and cash equivalents | 2,479,520 | 1,681,011 |
Year ended 30 June 2023 |
30/6/23 | 1/7/22 |
£ | £ |
Cash and cash equivalents | 1,681,011 | 1,904,340 |
Bank overdrafts | - | (60 | ) |
1,681,011 | 1,904,280 |
HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2024 |
29. | ANALYSIS OF CHANGES IN NET DEBT |
Other |
non-cash |
At 1/7/23 | Cash flow | changes | At 30/6/24 |
£ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | 1,681,011 | 798,509 | 2,479,520 |
1,681,011 | 798,509 | 2,479,520 |
Debt |
Finance leases | (1,282,396 | ) | 394,039 | - | (888,357 | ) |
Debts falling due |
within 1 year | (2,500,000 | ) | 351,000 | (1,058,300 | ) | (3,207,300 | ) |
Debts falling due |
after 1 year | (10,583,000 | ) | - | 1,058,300 | (9,524,700 | ) |
(14,365,396 | ) | 745,039 | - | (13,620,357 | ) |
Total | (12,684,385 | ) | 1,543,548 | - | (11,140,837 | ) |