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Registered number: 00181839
MANSFIELD TOWN FOOTBALL CLUB LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2022
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
COMPANY INFORMATION
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P Broughton (resigned 13 January 2022)
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T E M Broughton (resigned 13 January 2022)
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Stags Fan United Society Limited
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PKF Smith Cooper Audit Limited
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
CONTENTS
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Statement of changes in equity
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Notes to the financial statements
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
The directors present their report and the financial statements for the year ended 31 December 2022.
Directors' responsibilities statement
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The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors who served during the year were:
P Broughton (resigned 13 January 2022)
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T E M Broughton (resigned 13 January 2022)
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Stags Fan United Society Limited
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Disclosure of information to auditors
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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'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's auditors are aware of that information.
Under section 487(2) of the Companies Act 2006, PKF Smith Cooper Audit Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
Page 1
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board on 8 September 2023 and signed on its behalf.
Page 2
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
REGISTERED NUMBER: 00181839
BALANCE SHEET
AS AT 31 DECEMBER 2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 September 2023.
The notes on pages 5 to 14 form part of these financial statements.
Page 3
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 5 to 14 form part of these financial statements.
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Page 4
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Mansfield Town Football Club Limited is a Company limited by shares and incorporated in England. The Company registered number is 00181839. The Company registered office is Field Mill Ground, Quarry Lane, Mansfield, Nottinghamshire, NG18 5DA. The Principal activity of the Company is the operation of a football club.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The Company's functional and presentational currency is GBP.
The Company has prepared it's financial statements to the nearest £.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of RSCPBR Ltd as at 31st December 2022 and these financial statements may be obtained from Companies house.
At the balance sheet date, the Company had net liabilities of £4,330,390 (2021: £4,280,256). The Company is reliant on funding and sponsorship from fellow subsidiaries in the RSCPBR Ltd group to meet day to day capital requirements.
As part of their assessment the directors have considered a period in excess of 12 months from that date of approval of the financial statements and identified further support will be required over this period.
RSCPBR Ltd, the ultimate parent of Mansfield Town Football Club, has provided a letter of support confirming that it's subsidiaries will not seek repayment of group loans owed by the football club unless the club is in a position to repay amounts owed. In addition to this, the letter of support confirms that the significant subsidiaries of RSCPBR Ltd will continue to support the club financially, through providing further loans where necessary and entering into future sponsorship arrangements with the club, for at least 12 months from the date of approval of the financial statements. As a result, the directors believe that the Company will have adequate resources for at least 12 months following the date of approval of the financial statements and thus have determined that the going concern basis of preparing the financial statements is appropriate.
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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.
Revenue represents amounts receivable for net gate and ticket receipts, television and sponsorship revenue, FA and prize money, player loan fees and other commercial activities net of VAT. Net gate and ticket receipts are recognised when the match is played. Television and sponsorship revenues are recognised over the contract or sponsorship period. All other income is recognised as it becomes receivable in line with the service provided.
Revenue received in advance of the year end but relating to events occurring in future periods, principally season ticket income, is treated as deferred income. The deferred income is released to revenue as and when the Company performs it's contractual obligations in relation to that income. For season ticket income, this is as each home league game is played.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss 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 Statement of comprehensive income in the same period as the related expenditure.
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
Multi-employer pension plan
The Company is a member of a multi-employer plan. Where it is not possible for the Company to obtain sufficient information to enable it to account for the plan as a defined benefit plan, it accounts for the plan as a defined contribution plan.
The Company is one of a number of employers who participate in the Football League Pension and Life Assurance (FLPLA) Scheme. The last actuarial valuation of the FLPLAS scheme was carried out at 31 August 2017, where the total deficit on the on-going valuation basis was £30.4m. The accrual of benefits ceased within the scheme on 31 August 1999, therefore there are no contributions relating to current accruals.
Under FRS102 the scheme is treated as a defined benefit multi-employer scheme, however the scheme's actuary has advised that the paticipating employer's share of the underlying assets and liabilities cannot be identified on a reasonable and consistent basis and accordingly no disclosures are made under the provision of FRS102 section 28.
The Company makes monthly future deficit reduction payments based on a notional split of the total expenses and deficit contributions of the scheme. In accordance with FRS102, the Company recognises a liability in it's financial statements equal to the present value of the future deficit reduction payments.
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Tax is recognised in profit or loss 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 balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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 balance sheet date.
The costs associated with acquiring players' registrations, including transfer fees, associated agent fees, league levy fees and other directly attributable costs are initially recognised at cost as an intangible fixed asset. The intangible fixed assets are subsequently measured at cost less accumulated amortisation and impairment. The player registration intangibles are amortised over the length of player's contracts.
Where agent fees are incurred relating to the acquisition of a player registration that is for a period of less than one year, these are recognised as current assets within prepayments rather than intangible fixed assets and are released evenly over the length of the player's contract.
Under the conditions of certain transfer agreements, further fees may become payable in the event of players or the club achieving certain outcomes. Costs are capitalised at the date of achievement with any future costs treated as contingent liabilities.
The profit or loss on sale of players' registrations represents the proceeds of sale less the net book value of the registration, which includes transfer and agent fees, as well as league levy fees. Contingent consideration receivable from a sale of the players' registration is only recognised in the profit or loss once the perfomance conditions within the contract are met.
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Impairment of intangible fixed assets
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At each reporting date the company assesses whether there is any indication of impairment of its intangible fixed assets. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
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.
The Company only enters into basic financial instrument 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 ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, 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 debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. The Company also recognises Group and connected Company debtors and creditors, as well as amounts owed to directors and ex-directors which are all interest free and repayable on demand. These financial assets and liabilities are also measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
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 Statement of comprehensive income.
Under the conditions of certain transfer agreements, further fees may become payable in relation to acquisition of player registrations in the event of players or the club achieving certain outcomes. Costs are capitalised at the date of achievement with any future costs treated and disclosed as contingent liabilities until events and outcomes are met.
Contingent assets also arise where contingent consideration is receivable from a sale of the players' registration. This consideration is only recognised in the profit and loss once the perfomance conditions within the contract are met.
Page 9
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In application of the Company's accounting policies the directors are required to make judgements, estimates and assumptions about the carrying amounts of certain assets and liabilities. These estimates are reviewed on an ongoing basis. The following critical judgements have been applied in preparing these financial statements:
Carrying value of group and connected company balances
The Company has made and received loans from fellow group entities in the RSCPBR Ltd group, as well as with entities which are under common control. Outstanding group and connected company debtors are reviewed for impairment by management on an annual basis. Management consider if impairment is required after taking account of the current financial positions of group and connected companies, as well as the amounts considered likely to be repaid by these entities in the future.
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The average monthly number of employees, including directors, during the year was 277 (2021 - 246). Of this, payroll costs for an average monthly number of employees totalling 217 (2021:198) were recharged to group and connected companies.
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Player registrations & agent commissions
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Charge for the year on owned assets
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Page 10
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
6.Debtors (continued)
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Amounts owed by group undertakings
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Called up share capital not paid
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Prepayments and accrued income
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Amounts owed by connected companies
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Amounts owed by group undertakings and connected companies are interest free and repayable on demand.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to connected companies
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings and connected companies are interest free and repayable on demand.
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Allotted, called up and fully paid
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99,324 (2021 - 99,324) Ordinary shares of £0.50 each
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447,486 (2021 - 447,486) "A" Ordinary shares of £0.50 each
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10,000 (2021 - 10,000) Community shares of £0.50 each
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1,854,552 (2021 - 1,854,552) Preference shares of £1.00 each
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Page 11
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
9.Share capital (continued)
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Ordinary and Community shares entitle the holders to receive notice and attend general meetings of the Company, entitle holders to vote on shareholder resolutions, have no restriction on distribution of dividends and entitle holders for return on capital to their respective shareholdings.
"A" Ordinary shares rank equally in all respects with the Ordinary shares except for holders not being entitled to receive notice of general meetings or attending or voting at these meetings unless a resolution has been passed for the winding up of the Company.
Preference shares have no voting rights, but no restriction on distribution of dividends and entitle the holders for return on capital to their respective shareholdings.
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Share premium account
Represents consideration received for share issued above the nominal value of the shares, less any related transaction costs incurred.
Other reserves
Represents amounts received for reissued shares previously held on trust and capital redemption reserves.
Profit and loss account
Includes all current and prior period retained profits and losses and is distributable.
Page 12
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £57,987 (2021 - £49,700). Contributions totalling £17,530 (2021 - £16,716) were payable to the fund at the balance sheet date and are included in creditors.
Certain ex-employees are members of the Football League Pension and Life Assurance Scheme (FLPLAS), a defined benefit pension scheme. As the Company is one of a number of participating employers in the FLPLAS, it is not possible to accrue any actuarial surplus or deficit on a reliable basis. The assets of the scheme are held seperately from those of ther Company, being invested with insurance companies. Under the provisions of FRS102 the scheme is treated as a multi-employer defined benefit pension scheme.
The last actuarial valuation of the FLPLAS scheme was carried out at 31 August 2017, where the total deficit on the on-going valuation basis was £30.4m. The accrual of benefits ceased within the scheme on 31 August 1999, therefore there are no contributions relating to current accruals.
The Company pays monthly contributions based on a notional split of the total expenses and deficit contributions of the scheme. The Club currently pays total contributions of £11,502 per annum which increases at 5% per annum (increases applying each year on 1 September), which is sufficient to pay off the deficit calculated in the last actuarial valuation by 31 August 2026.
In accordance with FRS102, a liability of £44,371 (2021: £55,607) has been recorded in the financial statements equal to the present value of the future deficit reduction payments.
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Commitments under operating leases
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At 31 December 2022 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Page 13
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MANSFIELD TOWN FOOTBALL CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Related party transactions
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Included within other creditors are amounts owed to directors and ex-directors totalling £688,017 (2020: £688,017). The amounts owed are interest free and repayable on demand.
The Company is owed £267,939 (2021: £267,939) from shareholders in respect of unpaid share capital.
The Company is owed £517,628 (2021: £342,561) from companies under common control and has provided for £50,000 (2021: nil) of amounts owed. The Company owes £210,565 (2021: £nil) to companies under common control The amounts are interest free and repayable on demand.
The Company is owed £33,816 (2021: £31,203) from fellow group companies and owes £3,675,509 (2021: £3,723,391) to fellow group companies. The amounts are interest free and repayable on demand.
The Company generated sales of £1,883,333 (2021: £1,216,666) with fellow group companies. The Company incurred management charges of £67,001 (2021: £48,066) from fellow group companies.
The Company incurred rent costs of £240,000 (2021: £47,210) from a company under common control. The Company made academy contributions of £40,000 (2021: £40,000) to a company under common control.
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The immediate parent company is Mansfield Town 1861 Limited by virtue of it's controlling interest in the equity capital in Mansfield Town Football Club Limited. The ulimate parent company is RSCPBR Ltd, which is incorporated in England. This Company heads the largest and smallest group in which the Company's results are consolidated. Copies of the financial statement of RSCPBR Ltd can be obtained from Companies House.
The ulimate controlling party is J L Radford by virtue of his controlling interest in the equity capital in RSCBPR Ltd.
The auditors' report on the financial statements for the year ended 31 December 2022 was unqualified.
The audit report was signed on 12 September 2023 by James Delve (Senior statutory auditor) on behalf of PKF Smith Cooper Audit Limited.
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