ACCOUNTS - Final Accounts


Caseware UK (AP4) 2018.0.196 2018.0.196 2018-06-302019-05-312019-05-312018-06-302019-05-312018-06-302019-05-31falsefalseRugby clubfalse2017-07-01 03160145 2017-07-01 2018-06-30 03160145 2016-07-01 2017-06-30 03160145 2018-06-30 03160145 2017-06-30 03160145 2016-07-01 03160145 c:Director1 2017-07-01 2018-06-30 03160145 c:Director1 2018-06-30 03160145 c:Director4 2017-07-01 2018-06-30 03160145 c:Director4 2018-06-30 03160145 c:Director5 2017-07-01 2018-06-30 03160145 c:Director5 2018-06-30 03160145 c:Director8 2017-07-01 2018-06-30 03160145 c:Director8 2018-06-30 03160145 c:Director12 2017-07-01 2018-06-30 03160145 c:Director12 2018-06-30 03160145 c:Director14 2017-07-01 2018-06-30 03160145 c:Director14 2018-06-30 03160145 c:Director15 2017-07-01 2018-06-30 03160145 c:Director15 2018-06-30 03160145 c:Director16 2017-07-01 2018-06-30 03160145 c:Director16 2018-06-30 03160145 c:Director17 2017-07-01 2018-06-30 03160145 c:Director17 2018-06-30 03160145 c:RegisteredOffice 2017-07-01 2018-06-30 03160145 c:Agent1 2017-07-01 2018-06-30 03160145 d:Buildings 2017-07-01 2018-06-30 03160145 d:Buildings 2018-06-30 03160145 d:Buildings 2017-06-30 03160145 d:Buildings d:LongLeaseholdAssets 2017-07-01 2018-06-30 03160145 d:Buildings d:LongLeaseholdAssets 2018-06-30 03160145 d:Buildings d:LongLeaseholdAssets 2017-06-30 03160145 d:LandBuildings 2018-06-30 03160145 d:LandBuildings 2017-06-30 03160145 d:PlantMachinery 2017-07-01 2018-06-30 03160145 d:PlantMachinery 2018-06-30 03160145 d:PlantMachinery 2017-06-30 03160145 d:FurnitureFittings 2017-07-01 2018-06-30 03160145 d:FurnitureFittings 2018-06-30 03160145 d:FurnitureFittings 2017-06-30 03160145 d:OtherPropertyPlantEquipment 2017-07-01 2018-06-30 03160145 d:OtherPropertyPlantEquipment 2016-07-01 2017-06-30 03160145 d:OtherPropertyPlantEquipment 2018-06-30 03160145 d:OtherPropertyPlantEquipment 2017-06-30 03160145 d:CurrentFinancialInstruments 2018-06-30 03160145 d:CurrentFinancialInstruments 2017-06-30 03160145 d:Non-currentFinancialInstruments 2018-06-30 03160145 d:Non-currentFinancialInstruments 2017-06-30 03160145 d:CurrentFinancialInstruments d:WithinOneYear 2018-06-30 03160145 d:CurrentFinancialInstruments d:WithinOneYear 2017-06-30 03160145 d:Non-currentFinancialInstruments d:AfterOneYear 2018-06-30 03160145 d:Non-currentFinancialInstruments d:AfterOneYear 2017-06-30 03160145 d:ShareCapital 2018-06-30 03160145 d:ShareCapital 2017-06-30 03160145 d:ShareCapital 2016-07-01 03160145 d:SharePremium 2018-06-30 03160145 d:SharePremium 2017-06-30 03160145 d:SharePremium 2016-07-01 03160145 d:RetainedEarningsAccumulatedLosses 2017-07-01 2018-06-30 03160145 d:RetainedEarningsAccumulatedLosses 2018-06-30 03160145 d:RetainedEarningsAccumulatedLosses 2016-07-01 2017-06-30 03160145 d:RetainedEarningsAccumulatedLosses 2017-06-30 03160145 d:RetainedEarningsAccumulatedLosses 2016-07-01 03160145 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2018-06-30 03160145 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2017-06-30 03160145 d:FinancialAssetsAmortisedCost 2018-06-30 03160145 d:FinancialAssetsAmortisedCost 2017-06-30 03160145 d:FinancialLiabilitiesAmortisedCost 2018-06-30 03160145 d:FinancialLiabilitiesAmortisedCost 2017-06-30 03160145 c:OrdinaryShareClass1 2017-07-01 2018-06-30 03160145 c:OrdinaryShareClass1 2018-06-30 03160145 c:OrdinaryShareClass2 2017-07-01 2018-06-30 03160145 c:OrdinaryShareClass2 2018-06-30 03160145 c:OrdinaryShareClass3 2017-07-01 2018-06-30 03160145 c:OrdinaryShareClass3 2018-06-30 03160145 c:FRS102 2017-07-01 2018-06-30 03160145 c:Audited 2017-07-01 2018-06-30 03160145 c:FullAccounts 2017-07-01 2018-06-30 03160145 c:PrivateLimitedCompanyLtd 2017-07-01 2018-06-30 03160145 d:Subsidiary1 2017-07-01 2018-06-30 03160145 d:WithinOneYear 2018-06-30 03160145 d:WithinOneYear 2017-06-30 03160145 d:BetweenOneFiveYears 2018-06-30 03160145 d:BetweenOneFiveYears 2017-06-30 03160145 d:Non-currentFinancialInstruments d:UnlistedNon-exchangeTraded 2018-06-30 03160145 d:Non-currentFinancialInstruments d:UnlistedNon-exchangeTraded 2017-06-30 03160145 d:Subsidiary1 1 2017-07-01 2018-06-30 03160145 1 2017-07-01 2018-06-30 03160145 d:HirePurchaseContracts d:WithinOneYear 2018-06-30 03160145 d:HirePurchaseContracts d:WithinOneYear 2017-06-30 03160145 d:HirePurchaseContracts d:BetweenOneFiveYears 2018-06-30 03160145 d:HirePurchaseContracts d:BetweenOneFiveYears 2017-06-30 03160145 c:Consolidated 2018-06-30 03160145 c:ConsolidatedGroupCompanyAccounts 2017-07-01 2018-06-30 03160145 d:OtherGroupMember1 2018-06-30 03160145 d:OtherGroupMember2 2017-07-01 2018-06-30 03160145 d:OtherGroupMember3 2017-07-01 2018-06-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 03160145
















WRFC TRADING LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2018

































WRFC TRADING LIMITED

 
COMPANY INFORMATION


DIRECTORS
C Duckworth CBE (resigned 28 September 2018)
J R Crabtree OBE (resigned 28 September 2018)
C C A Glossop (resigned 28 September 2018)
G W Bolsover CBE (resigned 9 January 2019)
G R Allen (resigned 28 September 2018)
A J Mackay (resigned 28 September 2018)
G M McCrory (appointed 28 September 2018)
J Whittingham (appointed 17 October 2018)
CA Goldring (appointed 17 October 2018)




REGISTERED NUMBER
03160145



REGISTERED OFFICE
Sixways Stadium
Warriors Way

Hindlip

Worcester

WR3 8ZE




INDEPENDENT AUDITORS
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

1-3 College Yard

Worcester

WR1 2LB




BANKERS
National Westminster Bank PLC
1 The Cross

Worcester

Worcestershire

WR1 3PR




SOLICITORS
Harrison Clark Rickerbys
5 Deansway

Worcester

Worcestershire

WR1 2JG






WRFC TRADING LIMITED


CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 5
Independent Auditors' Report
 
6 - 8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Statement of Financial Position
 
10
Company Statement of Financial Position
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14
Notes to the Financial Statements
 
15 - 32



WRFC TRADING LIMITED

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2018

INTRODUCTION
 
The principal activity of the business during the year was promoting the playing and development of rugby football.

BUSINESS REVIEW
 
Our 2017/18 season was challenging but after an impressive performance in the second half of the season we retained our position in the Premiership for a fourth successive season.
The Owners of the Club are committed to investing in the Coaching of all teams, the improvement of the Stadium and facilities and ensuring funding the first team to the full salary cap.
The loss for the year, before tax, was £5.8m, which was £2.4m lower than the underlying loss before tax for the prior year of £8.1m. 
Turnover increased by £1.4m to £12.2m, which was due to an additional £1.2m in central funding, £0.2m in sponsorship, and £0.1m from commercial.
On 28 September 2018, the majority shareholding held by Sixways Holdings Limited was purchased by Militibus Quanco Limited.

PRINCIPAL RISKS AND UNCERTAINTIES
 
The health and wellbeing of all playing staff. The club employs the best coaches, doctors,     physiotherapists, nutritionists, and strength and conditioning staff possible to ensure players are kept at   their peak physical condition;
• Retaining key coaching and playing staff by the timely renewal of contracts, and ensuring that our     coaching and support is second to none;
• Maintaining our position in the Premiership, which is attractive to fans and broadcasters. The club works      with other Premiership club executives to develop a mutually successful UK and European competition;
• Continuing with our heads of agreement with the RFU. The club worked with other Premiership club    executives on an eight year renewal from September 2016;
• Ensuring Sixways Stadium remains a safe match day and conferencing and events experience;
• Central funding not tracking in line with the rise in salary cap and the resulting increase in players costs;
• Team performance relative to other clubs in the Premiership affecting our supporters, leading to reduced   attendance.
The directors are aware of and review these risks and uncertainties as part of their on-going strategic planning. The directors do not consider these risks and uncertainties pose immediate threat to the performance of the business and have taken account of these matters in their business planning. The directors remain confident about the Club's future, and that of professional club rugby as a whole.  

FINANCIAL KEY PERFORMANCE INDICATORS
 
The business measures its financial performance using the following measures:
• Setting an annual budget based upon detailed KPIs for the season and for each fixture; attendance,    average ticket price, spend per head, retail and margin by category, and then monitoring performance;
• Reviewing customer feedback to ensure the winning of new business and retaining existing customers;
• Monitoring senior and academy salary squad caps;
• Preparing an annual cash flow forecast and shareholder funding requirement, and monitoring these on a   monthly rolling basis;
• Targeting increasing commercial revenues through sponsorship, hospitality, advertising, events and non    match opportunities.

Page 1


WRFC TRADING LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2018


This report was approved by the board on 31 May 2019 and signed on its behalf.





J Whittingham
Director

Page 2


WRFC TRADING LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2018

The directors present their report and the financial statements for the year ended 30 June 2018.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £5,755,423 (2017: loss £8,079,545).

No dividend has been declared or paid in the current year (2017: £NIL).

DIRECTOR

The director who served during the year was:

C Duckworth CBE (resigned 28 September 2018)
J R Crabtree OBE (resigned 28 September 2018)
C C A Glossop (resigned 28 September 2018)
G W Bolsover CBE (resigned 9 January 2019)
G R Allen (resigned 28 September 2018)
A J Mackay (resigned 28 September 2018)

Page 3


WRFC TRADING LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2018
FUTURE DEVELOPMENTS

On 28 September 2018, the majority shareholding held by Sixways Holdings Limited was purchased by Militibus Quanco Limited.
The business remains committed to the long-term vision of becoming a sustainable Premiership Club with aspirations of competing at the very highest level by continued investment in the First team, development of the Academy and a fresh approach to nurturing and developing the Women’s team.
Whilst focussing on all Rugby Team’s activity we will also look to now develop the non-Rugby related commercial activity, including major events, along with the entire Sixways site building a sporting and commercial hub that will return a significant income for the Club ensuring we work toward self-sustainability. 
We will also invest into broadening the support base and improving the fan experience, in and around the Stadium, working with the Community and our Foundation to develop an all-inclusive experience. 

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 on 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.

DISABLED EMPLOYEES

The Group's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with the initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their apititudes and abilities.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

POST BALANCE SHEET EVENTS

Please refer to note 27 for details of post balance sheet events.

AUDITORS

The auditorsBishop Fleming LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 4


WRFC TRADING LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2018
This report was approved by the board and signed on its behalf.
 






J Whittingham
Director

Date: 31 May 2019

Sixways Stadium
Warriors Way
Hindlip
Worcester
WR3 8ZE

Page 5


WRFC TRADING LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF WRFC TRADING LIMITED
OPINION


We have audited the financial statements of WRFC Trading Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2018, which comprise the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 30 June 2018 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 United Kingdom, including the Financial Reporting Council'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


We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:


the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group's or the parent Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.



OTHER INFORMATION


The directors are responsible for the other information. The other information comprises the information included in the Directors Report and Strategic Report, other than the financial statements and our Auditors' Report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.


In connection with our audit of the financial statementsour responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.
Page 6


WRFC TRADING LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF WRFC TRADING LIMITED (CONTINUED)



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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.



MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

In the light of the knowledge and understanding of the 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 Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept 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 on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


A further description of our responsibilities 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 Auditors' Report.


Page 7


WRFC TRADING LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF WRFC TRADING LIMITED (CONTINUED)

USE OF OUR REPORT
 

This report is made solely to the Company's shareholders, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's shareholders those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.






Andrew Wood FCCA (Senior Statutory Auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
1-3 College Yard
Worcester
WR1 2LB

31 May 2019
Page 8


WRFC TRADING LIMITED

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2018

2018
2017
Note
£
£

  

Turnover
 4 
12,195,472
10,799,926

Cost of sales
  
(1,187,818)
(1,077,150)

GROSS PROFIT
  
11,007,654
9,722,776

Administrative expenses
  
(15,280,834)
(16,358,404)

Exceptional items
 11 
(98,522)
(409,256)

Other operating income
 5 
-
17,958

OPERATING LOSS
 6 
(4,371,702)
(7,026,926)

Interest receivable and similar income
  
94
1,228

Interest payable and expenses
 9 
(1,385,869)
(1,054,337)

LOSS BEFORE TAXATION
  
(5,757,477)
(8,080,035)

Tax on loss
 10 
2,054
490

LOSS FOR THE FINANCIAL YEAR
  
(5,755,423)
(8,079,545)

(LOSS) FOR THE YEAR ATTRIBUTABLE TO:
  

Owners of the parent Company
  
(5,755,423)
(8,079,545)

  
(5,755,423)
(8,079,545)

There was no other comprehensive income for 2018 (2017:£NIL).

The notes on pages 15 to 32 form part of these financial statements.

Page 9


WRFC TRADING LIMITED
REGISTERED NUMBER:03160145

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2018

2018
2017
Note
£
£

FIXED ASSETS
  

Tangible assets
 13 
18,584,197
19,504,645

Investments
 14 
6,483,082
6,483,082

  
25,067,279
25,987,727

CURRENT ASSETS
  

Stocks
 15 
38,404
83,362

Debtors: amounts falling due after more than one year
 16 
3,092
1,038

Debtors: amounts falling due within one year
 16 
679,394
1,193,156

Cash at bank and in hand
  
142,253
221,656

  
863,143
1,499,212

Creditors: amounts falling due within one year
 17 
(9,735,455)
(3,656,617)

NET CURRENT LIABILITIES
  
(8,872,312)
(2,157,405)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
16,194,967
23,830,322

Creditors: amounts falling due after more than one year
 18 
(27,899,781)
(29,779,713)

NET LIABILITIES
  
(11,704,814)
(5,949,391)


CAPITAL AND RESERVES
  

Called up share capital 
 22 
21,253,673
21,253,673

Share premium account
 23 
2,155,556
2,155,556

Profit and loss account
 23 
(35,114,043)
(29,358,620)

EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY
  
(11,704,814)
(5,949,391)

  
(11,704,814)
(5,949,391)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





J Whittingham
Director

Date: 31 May 2019

The notes on pages 15 to 32 form part of these financial statements.

Page 10


WRFC TRADING LIMITED
REGISTERED NUMBER:03160145

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2018

2018
2017
Note
£
£

FIXED ASSETS
  

Tangible assets
 13 
18,584,197
19,504,645

Investments
 14 
6,484,082
6,484,082

  
25,068,279
25,988,727

CURRENT ASSETS
  

Stocks
 15 
38,404
83,362

Debtors: amounts falling due within one year
 16 
536,279
891,368

Cash at bank and in hand
  
138,364
220,410

  
713,047
1,195,140

Creditors: amounts falling due within one year
 17 
(13,816,719)
(5,649,010)

NET CURRENT LIABILITIES
  
(13,103,672)
(4,453,870)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
11,964,607
21,534,857

  

Creditors: amounts falling due after more than one year
 18 
(27,899,781)
(29,779,713)

  

NET LIABILITIES
  
(15,935,174)
(8,244,856)


CAPITAL AND RESERVES
  

Called up share capital 
 22 
21,253,673
21,253,673

Share premium account
 23 
2,155,556
2,155,556

Profit and loss account
 23 
(39,344,403)
(31,654,085)

  
(15,935,174)
(8,244,856)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





J Whittingham
Director

Date: 31 May 2019

The notes on pages 15 to 32 form part of these financial statements.

Page 11


WRFC TRADING LIMITED


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2018


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 July 2017
21,253,673
2,155,556
(29,358,620)
(5,949,391)



Loss for the year
-
-
(5,755,423)
(5,755,423)


AT 30 JUNE 2018
21,253,673
2,155,556
(35,114,043)
(11,704,814)

The notes on pages 15 to 32 form part of these financial statements.


 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2017


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 July 2016
21,253,673
2,155,556
(21,279,075)
2,130,154


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
-
(8,079,545)
(8,079,545)


AT 30 JUNE 2017
21,253,673
2,155,556
(29,358,620)
(5,949,391)


The notes on pages 15 to 32 form part of these financial statements.

Page 12


WRFC TRADING LIMITED


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2018


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 July 2017
21,253,673
2,155,556
(31,654,085)
(8,244,856)


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
-
(7,690,318)
(7,690,318)


AT 30 JUNE 2018
21,253,673
2,155,556
(39,344,403)
(15,935,174)

The notes on pages 15 to 32 form part of these financial statements.


 


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2017


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 July 2016
21,253,673
2,155,556
(27,971,744)
(4,562,515)


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
-
(3,682,341)
(3,682,341)


AT 30 JUNE 2017
21,253,673
2,155,556
(31,654,085)
(8,244,856)


The notes on pages 15 to 32 form part of these financial statements.

Page 13


WRFC TRADING LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2018

2018
2017
£
£

CASH FLOWS FROM OPERATING ACTIVITIES

(Loss) for the financial year
(5,755,423)
(8,079,545)

ADJUSTMENTS FOR:

Depreciation of tangible assets
1,017,327
996,451

Loss on disposal of tangible assets
(120,000)
1,312

Grant amortisation
(97,190)
(97,191)

Interest paid
1,385,869
1,054,337

Interest received
(94)
(1,228)

Taxation charge
(2,054)
(490)

Decrease/(increase) in stocks
44,958
(5,557)

Decrease in debtors
513,762
188,398

(Decrease) in creditors
(415,563)
(3,306)

Impairment charge
1,433
409,256

NET CASH GENERATED FROM OPERATING ACTIVITIES

(3,426,975)
(5,537,563)


CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of tangible fixed assets
(98,312)
(704,803)

Sale of tangible fixed assets
120,000
6,021

Interest received
94
1,228

NET CASH FROM INVESTING ACTIVITIES

21,782
(697,554)

CASH FLOWS FROM FINANCING ACTIVITIES

Other new loans
4,738,516
6,893,918

Repayment of/new finance leases
(26,857)
89,176

Interest paid
(1,385,869)
(1,054,337)

NET CASH USED IN FINANCING ACTIVITIES
3,325,790
5,928,757

(DECREASE) IN CASH AND CASH EQUIVALENTS
(79,403)
(306,360)

Cash and cash equivalents at beginning of year
221,656
528,016

CASH AND CASH EQUIVALENTS AT THE END OF YEAR
142,253
221,656


CASH AND CASH EQUIVALENTS AT THE END OF YEAR COMPRISE:

Cash at bank and in hand
142,253
221,656

142,253
221,656


The notes on pages 15 to 32 form part of these financial statements.

Page 14


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

1.


GENERAL INFORMATION

WRFC Trading Limited is a private company limited by shares incorporated in the UK and registered in England and Wales. The registered office is Sixways Stadium, Warriors Way, Hindlip, Worcester, WR3 8ZE.
The principal activity of the Company is to promote the playing and development of rugby football.

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statements are prepared in sterling which is the functional currency of the company.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiary ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

GOING CONCERN

After reviewing the Group's forecasts and projections, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

Page 15


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

2.ACCOUNTING POLICIES (continued)

 
2.4

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue 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.

Rendering of services

Revenue 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 all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

GRANTS

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to the Consolidated Statement of Comprehensive Income at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.6

INTEREST INCOME

Interest income is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method.

 
2.7

FINANCE COSTS

Finance costs are charged to the Consolidated Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 16


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

2.ACCOUNTING POLICIES (continued)

  
2.8

EMPLOYEE COSTS

Termination benefits are accrued for in the period in which the agreement is signed.

 
2.9

BORROWING COSTS

All borrowing costs are recognised in the Consolidated Statement of Comprehensive Income in the year in which they are incurred.

 
2.10

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.12

EXCEPTIONAL ITEMS

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 17


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

2.ACCOUNTING POLICIES (continued)

 
2.13

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold land
-
Nil
Leasehold property
-
2% - 25%
Plant and machinery
-
12.5%
Fixtures and fittings
-
12.5% - 20%
Assets under construction
-
not depreciated

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Statement of Comprehensive Income.

 
2.14

IMPAIRMENT OF FIXED ASSETS

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.15

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.16

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first outbasis. 
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 18


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

2.ACCOUNTING POLICIES (continued)

 
2.17

DEBTORS

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.18

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

CREDITORS

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.20

FINANCIAL INSTRUMENTS

The Group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other debtors and creditors, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade creditors or debtors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.

Page 19


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

3.



JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, which are described in note 2, the directors are required to make judgments, estimates and assumptions about the carrying amounts 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 of the revision and future periods if the revision affects both current and future periods.
The following are the critical judgements and key sources of estimation uncertainty that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Income taxes
The Company is subject to the income tax laws of the United Kingdom. These laws are complex and subject to different interpretations by taxpayers and tax authorities. When estiablishing income tax provisions, the directors make a number of judgements and interpretations about the application and interaction of these laws. Changes in these tax laws or in their interpretation could affect the Company's effective tax rate and the results of operations in a given period. Accordingly, potentially significant tax benefits will not be recognised until there is sufficient certainty that they will be accepted by HMRC.
Trade debtors
There is a risk that amounts due from customers may not be recoverable. Management have assessed
the position of debtors at the year end and consider the provisions to be adequate based on current
information available and historic analysis of debtor recoverability.
Share investment carrying value
The fair value is based on assumptions about future income streams and appropriate discount rates that are inheritantly uncertain. The fair value is assessed by PRL on behalf of the shareholders Clubs following discussions with their auditors. 


4.


TURNOVER

An analysis of turnover by class of business is as follows:


2018
2017
£
£

PRL/RFU
6,163,199
4,974,779

Commercial
2,550,697
2,490,447

Rugby
3,481,576
3,334,700

12,195,472
10,799,926


All turnover arose within the United Kingdom.

Page 20


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

5.


OTHER OPERATING INCOME

2018
2017
£
£

Other operating income
-
17,958



6.


OPERATING LOSS

The operating loss is stated after charging:

2018
2017
£
£

Depreciation of tangible fixed assets
1,017,327
996,451

Impairment of tangible fixed assets
1,433
409,256

Audit fee
22,500
19,500

- Taxation compliance services
2,500
2,500

- Other services
7,729
12,178

Defined contribution pension cost
66,731
123,374

Other operating lease rentals
14,041
33,948

Page 21


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

7.


EMPLOYEES

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2018
2017
2018
2017
£
£
£
£


Wages and salaries
9,617,140
9,895,808
2,037,808
2,205,245

Social security costs
1,046,931
1,011,148
134,432
150,329

Cost of defined contribution scheme
66,731
123,374
13,146
14,640

10,730,802
11,030,330
2,185,386
2,370,214


The average monthly number of employees, including the directors, during the year was as follows:


        2018
        2017
            No.
            No.







Management, admin and other full time staff
60
75



Catering, bar, stewards and other part time staff
196
164



Coaches
37
32



Physio
1
5



Players
46
52



Academy players
14
13

354
341

Termination benefits
Amounts in relation to termination benefits agreed in the year are reflected in wages and salaries. In the year, contractual termination benefits were agreed with 6 employees (2017: 5) amounting to £103,425 (2017: £398,316).


8.


DIRECTORS' REMUNERATION

2018
2017
£
£

Directors' emoluments
90,169
177,528

Company contributions to defined contribution pension schemes
886
192

Amounts paid to third parties in respect of directors' services
100,000
100,000

Compensation for loss of office
-
107,833

191,055
385,553


During the year retirement benefits were accruing to 1 director (2017: 2) in respect of defined contribution pension schemes.

Key management personnel
All directors and certain employees who have authority and responsibility for planning, directing and controlling the activities of the Company are considered to be key management personnel. Total remuneration in respect of these individuals is £191,055 (2017: £385,553).

Page 22


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

9.


INTEREST PAYABLE AND SIMILAR EXPENSES

2018
2017
£
£


Other loan interest payable
1,385,869
1,054,337

1,385,869
1,054,337


10.


TAXATION


2018
2017
£
£



TOTAL CURRENT TAX
-
-

DEFERRED TAX


Origination and reversal of timing differences
(2,054)
(490)

TOTAL DEFERRED TAX
(2,054)
(490)


TAXATION ON LOSS ON ORDINARY ACTIVITIES
(2,054)
(490)

FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is lower than (2017: lower than) the standard rate of corporation tax in the UK of 19% (2017: 19.75%). The differences are explained below:

2018
2017
£
£


Profit on ordinary activities before tax
(5,757,477)
(1,580,036)


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2017: 19.75%)
(1,078,977)
(312,068)

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
151,005
244,088

Adjustments to tax charge in respect of prior periods
906,992
1,350,572

Capital gains
18,926
-

Dividends from UK companies
-
(1,283,795)

Group relief
-
713

TOTAL TAX CHARGE FOR THE YEAR
(2,054)
(490)

Page 23


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

11.


EXCEPTIONAL ITEMS

2018
2017
£
£


Assets under construction written off
-
(409,256)

Exceptional legal fees
(98,522)
-

(98,522)
(409,256)

The exceptional items in the current year relate to legal fees in relation to the sale of the club. The exceptional items in the prior year relate to write offs of assets under construction.


12.


PARENT COMPANY PROFIT FOR THE YEAR

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £7,690,318 (2017: loss £3,682,342).

Page 24


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

13.


TANGIBLE FIXED ASSETS

Group and Company






Freehold property
Long-term leasehold property
Plant and machinery
Fixtures and fittings
Other fixed assets

£
£
£
£
£



COST


At 1 July 2017
544,420
27,839,607
219,956
1,837,073
489,188


Additions
-
49,019
-
35,382
13,911


Disposals
-
(15,250)
-
(31,535)
-


Transfers between classes
-
1,500
-
21,450
(22,950)



At 30 June 2018

544,420
27,874,876
219,956
1,862,370
480,149



DEPRECIATION


At 1 July 2017
-
9,844,115
71,236
1,100,992
409,256


Charge for the year on owned assets
-
773,585
26,229
217,513
-


Disposals
-
(15,250)
-
(31,535)
-


Impairment charge
-
-
-
-
1,433



At 30 June 2018

-
10,602,450
97,465
1,286,970
410,689



NET BOOK VALUE



At 30 June 2018
544,420
17,272,426
122,491
575,400
69,460



At 30 June 2017
544,420
17,995,492
148,720
736,081
79,932
Page 25


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

           13.TANGIBLE FIXED ASSETS (CONTINUED)


Total

£



COST


At 1 July 2017
30,930,244


Additions
98,312


Disposals
(46,785)


Transfers between classes
-



At 30 June 2018

30,981,771



DEPRECIATION


At 1 July 2017
11,425,599


Charge for the year on owned assets
1,017,327


Disposals
(46,785)


Impairment charge
1,433



At 30 June 2018

12,397,574



NET BOOK VALUE



At 30 June 2018
18,584,197



At 30 June 2017
19,504,645

As at 30 June 2018, all monies due to, or that became due to, Sixways Holdings Limited to the total of £2,900,000 were secured by a charge over the leasehold land at Sixways, Pershore Lane, Hindlip, Worcester, WR3 8ZE.

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:





Page 26


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

14.


FIXED ASSET INVESTMENTS

Group






Unlisted investments

£



COST OR VALUATION


At 1 July 2017
6,483,082



At 30 June 2018

6,483,082






NET BOOK VALUE



At 30 June 2018
6,483,082



At 30 June 2017
6,483,082

The unlisted investment represents a 7.96% investment in 'Income Shares' (P Shares) entitling the holder to future income streams from Premier Rugby Limited (PRL).
In accordance with other clubs in the sector, WRFC Trading Limited has valued its investment in Premier Rugby Limited ("PRL") 'P Ordinary Shares', which provide a guaranteed income stream for all clubs. The value in use calculation assumes a discount rate of 6% and a life cycle of eight years and was agreed by the PRL Board as a consistent method to be used by all shareholder clubs. The directors have valued the investment in the current year based on the value in use calculation approved by the PRL Board. This has resulted in a valuation of £6,483,082 (2017: £6,483,082).
Please refer to note 28 for post year end activity relating to these investments.

Page 27


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

           14.FIXED ASSET INVESTMENTS (CONTINUED)

SUBSIDIARY UNDERTAKINGS

The following were subsidiary undertakings of the Company:

Name
Class of shares
Holding
Principal activity

WRFC Players Limited
Ordinary
 100%
The provision of players and coaching staff for WRFC Trading Limited.

Company





Investments in subsidiary companies
Unlisted investments
Total

£
£
£



COST OR VALUATION


At 1 July 2017
1,000
6,483,082
6,484,082



At 30 June 2018

1,000
6,483,082
6,484,082






NET BOOK VALUE



At 30 June 2018
1,000
6,483,082
6,484,082



At 30 June 2017
1,000
6,483,082
6,484,082



15.


STOCKS

Group
Group
Company
Company
2018
2017
2018
2017
£
£
£
£

Food, liquor and shop items for resale
38,404
83,362
38,404
83,362


Stock recognised in cost of sales during the year as an expense was £726,029 (2017: £705,857).



Page 28


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

16.


DEBTORS

Group
Group
Company
Company
2018
2017
2018
2017
£
£
£
£

DUE AFTER MORE THAN ONE YEAR

Deferred tax asset
3,092
1,038
-
-


Group
Group
Company
Company
2018
2017
2018
2017
£
£
£
£

DUE WITHIN ONE YEAR

Trade debtors
319,724
701,491
319,724
701,491

Other debtors
59,029
173,305
59,029
156,338

Prepayments and accrued income
300,641
318,360
157,526
33,539

679,394
1,193,156
536,279
891,368



17.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
Group
Company
Company
2018
2017
2018
2017
£
£
£
£

Other loans
6,500,000
-
6,500,000
-

Trade creditors
351,414
633,371
351,414
633,371

Amounts owed to group undertakings
-
-
4,884,057
2,933,973

Other taxation and social security
903,442
900,594
546,427
472,098

Obligations under finance lease and hire purchase contracts
26,262
29,044
26,262
29,044

Other creditors
528,719
580,141
511,817
580,141

Accruals and deferred income
1,425,618
1,513,467
996,742
1,000,383

9,735,455
3,656,617
13,816,719
5,649,010


Security
All monies due to or that become due to the company's bank are secured by an unlimited fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, uncalled capital, buildings, fixtures, fixed plant and machinery under a debenture dated 11 September 2008 and a legal mortgage dated 8 June 2010. 
As at 30 June 2018, all monies due to or that became due to Sixways Holdings Limited to the total of £2,900,000 were secured by a charge over the leasehold land at Sixways, Pershore Lane, Hindlip, Worcester, WR3 8ZE.
All finance lease and hire purchase liabilities are secured against the relevant asset.

Page 29


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

18.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
Group
Company
Company
2018
2017
2018
2017
£
£
£
£

Other loans
23,945,809
25,707,293
23,945,809
25,707,293

Net obligations under finance leases and hire purchase contracts
41,583
65,658
41,583
65,658

Government grants received
3,891,169
3,988,359
3,891,169
3,988,359

Accruals and deferred income
21,220
18,403
21,220
18,403

27,899,781
29,779,713
27,899,781
29,779,713


The 'other loans' due after more than one year have an interest rate of LIBOR plus 4%.
The loans (together with any accrued interest thereon) will become repayable as soon as the Company has sufficient available surplus cash which is not otherwise required for the business of the Company and which can be utilised to repay the loans. 
If at any time Militibus Quanco Limited (MQL) reasonably believes that the Company is insolvent or any liquidation, winding up, insolvency, receivership or administration steps, actions or proceedings have been commenced against or in respect of the Company, MQL may give to the Company not less than seven days notice in writing, requiring the Company to repay the Loan in full together with any interest accrued and any costs payable.




19.


GRANTS RECEIVED

2018
£

Group and company


Balance at 1 July 2016
3,988,359

Amortisation charge
(97,190)

Balance at 30 June 2017
3,891,169


20.


HIRE PURCHASE AND FINANCE LEASES


Minimum lease payments under hire purchase fall due as follows:

Group
Group
Company
Company
2018
2017
2018
2017
£
£
£
£

Within one year
26,262
29,044
26,262
29,044

Between 1-5 years
41,583
65,658
41,583
65,658

67,845
94,702
67,845
94,702

Page 30


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

21.


FINANCIAL INSTRUMENTS

Group
Group
Company
Company
2018
2017
2018
2017
£
£
£
£

FINANCIAL ASSETS

Financial assets measured at fair value through profit or loss
6,483,082
6,483,082
6,483,082
6,483,082

Financial assets measured at amortised cost
521,006
1,028,674
517,117
1,010,461

7,004,088
7,511,756
7,000,199
7,493,543


FINANCIAL LIABILITIES

Financial liabilities measured at amortised cost
(32,623,016)
(27,660,449)
(37,078,197)
(30,081,338)



Financial assets measured at fair value through profit or loss comprise investments.


Financial assets measured at amortised cost comprise cash at bank, trade debtors and other debtors.


Financial liabilities measured at amortised cost comprise other loans, accruals, amounts due to group undertakings, trade creditors, finance leases and other creditors.


22.


SHARE CAPITAL

2018
2017
£
£
ALLOTTED, CALLED UP AND FULLY PAID



13,541,667 (2017: 13,541,667) Ordinary A shares of £1.00 each
13,541,667
13,541,667
25,291,670 (2017: 25,291,670) Ordinary B shares of £0.10 each
2,529,167
2,529,167
518,283,860 (2017: 518,283,860) Ordinary C shares of £0.01 each
5,182,839
5,182,839

21,253,673

21,253,673

The company acquired back 12,891,666 Ordinary A shares from a shareholder, which were to be held in Treasury, on 15 December 2017. The consideration for this transfer was £Nil.



23.


RESERVES

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Profit and loss account

This reserve includes all current and prior period retained profits and losses. This also includes £6,483,037 which has been transferred from the revaluation reserve, and is non-distributable.

Page 31


WRFC TRADING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018

24.


PENSION COMMITMENTS

The Group operates a defined contribution pension scheme. The assets of the scheme are held seperately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £66,731 (2017: £123,374).


25.


COMMITMENTS UNDER OPERATING LEASES

At 30 June 2018 the Group and the Company had future minimum lease payments under non-cancellable operating leases as follows:


Group
Group
Company
Company
2018
2017
2018
2017
£
£
£
£


Not later than 1 year
10,896
14,041
10,896
14,041

Later than 1 year and not later than 5 years
4,832
10,108
4,832
10,108

15,728
24,149
15,728
24,149

26.


RELATED PARTY TRANSACTIONS


2018
2017
£
£

Amounts recharged to a company with common ownership
316,688
299,862
Amounts owed to companies with common ownership
30,445,999
25,713,262
Amounts due from a company with common ownership
57,842
2,507
Amounts owed to a connected charity
500,000
500,000
Amounts paid to a company with common ownership for services provided
87,620
-
Interest accrued to a company with common ownership
30,434
80,612
Sales made to company with common ownership
120,000
-


27.


POST BALANCE SHEET EVENTS

On 28 September 2018, the majority shareholding in the company held by Sixways Holdings Limited was purchased by Militibus Quanco Limited for consideration of £1. On the same date, all land and property was transferred to WRFC Trading Limited. The land and property was subsequently transferred to MQ Property Co Limited for £6.25m, before then being leased on a 999 year term to Link Corporate Trustees (UK) Limited, and then leased back to WRFC Trading Limited on a 175 year lease.
On 29 March 2019, a deal involving CVC Capital Partners Fund investing in a 27% stake in Premier Rugby Limited (PRL) was finalised, and the club has received a significant cash inflow from this transaction. The inflow amounted to a net amount of £8.2m.


28.


CONTROLLING PARTY

Throughout the year, Sixways Holdings Limited was the immediate and ultimate controlling party by virtue of its majority shareholding in the Company.
Since 28 September 2018, the majority shareholding was transferred and the immediate parent undertaking is now Militibus Quanco Limited. There is no ultimate controlling party.

 
Page 32