Bath Rugby Limited - Period Ending 2023-06-30

Bath Rugby Limited - Period Ending 2023-06-30


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Registration number: 03170814

Bath Rugby Limited

Annual Report and Financial Statements

for the Year Ended 30 June 2023

 

Bath Rugby Limited

Contents

Company Information

1

Strategic Report

2 to 11

Directors' Report

12

Independent Auditor's Report

13 to 15

Profit and Loss Account

16

Balance Sheet

17

Statement of Changes in Equity

18

Statement of Cash Flows

19

Notes to the Financial Statements

20 to 34

 

Bath Rugby Limited

Company Information

Directors

B T Craig

LT McDonald

C E Potter

Dr S J Craig

N J Varney

Company secretary

JL Crossey

Registration number 03170814

Registered office

Farleigh House
Farleigh Hungerford
Bath
Somerset
BA2 7RW

Auditors


Milsted Langdon LLP
Chartered Accountants
4 Queen Street
Bath
BA1 1HE

 

Bath Rugby Limited

Strategic Report for the Year Ended 30 June 2023

The directors present their strategic report for the year ended 30 June 2023.

Principal activity
 

The principal activity of the Club is the operation of a professional rugby union club.

Bath Rugby’s goal is to operate sustainably as a Club in terms of performance success, in terms of financial sustainability, and in terms of the impact we have across our communities.

The Club is focussed on developing the Bath Rugby brand and in fostering a strong sense of pride and belonging from our stakeholders. These include our staff, players, supporters, the clubs and schools across our region, our corporate partners, suppliers, the local community including local residents, the business community and other community organisations across the city of Bath, where the Club plays it’s matches at The Rec.

Alongside a renewed focus on delivering success on the pitch, the Club is also working hard to develop world-class stadium facilities on the riverside in Bath as part of the Club’s mission to be a force for good in the city and wider community.
 

Fair review of the business

Rugby review
2022/23 was the start of the Club’s performance re-set and provides the foundations for a continued revival of the Club after an incredibly challenging 2021/22 season when Bath finished bottom of the Gallagher Premiership.

Johann van Graan (JvG) was appointed as Head of Rugby ahead of the 2022/23 season and commenced in post for the start of pre-season, assuming full responsibility for rugby matters.

Johann’s coaching staff was bolstered with the appointment of JP Ferreira as Defence Coach; and his support staff included the notable appointments of Rory Murray as Head of Medical, Alex Martin as Head of Athletic Performance and Sarah Jenner as Performance Nutritionist. These appointments were made, and staff were in place for the start of pre-season.

In addition, investment was also made in specific enhancements to the gym and other team facilities at the Club’s High-Performance Centre at Farleigh, ahead of the 2022/23 season commencing.

Johann, his coaching team and staff set about rebuilding the confidence of the squad for whom the challenges of the 2021/22 season would always cast a long shadow. There was a focus on the conditioning and physical preparation of the squad, a clear game plan, and on becoming a side that was tough to beat.

Whilst it was not until October 2022 that the team recorded their first win 27-14 at home against Northampton Saints, performances continued to improve throughout the season with a number of close losses promising much more from a squad that was building its belief and confidence.

At the same time, the sad demise of Premiership clubs Worcester Warriors, Wasps and London Irish afforded the club the opportunity to extend contracts to Ollie Lawrence, Ted Hill, Fergus Lee-Warner and Alfie Barbeary during the season. Whilst Alfie continued an existing period of rehabilitation, the other recruits made an immediate and significant contribution to performances in the season.

 

Bath Rugby Limited

Strategic Report for the Year Ended 30 June 2023

It was just after the conclusion of the 2023 Six Nations competition when the team started to realise its potential. The final four rounds of the season yielded four bonus point wins, with a confident 36-15 win at home to Exeter Chiefs, a determined and resilient 24-33 comeback win away to Gloucester, a barnstorming 35-45 win against Harlequins in their Big Game at Twickenham, and an emphatic 61-29 mauling of a weakened Saracens side at the Rec which saw the Club finish eighth in the Premiership and qualify for the European Champions Cup.

The Club was determined to maintain and build on the momentum generated through the latter stages of the 2022/23 season and ensured that Johann was provided with the resources to continue investing in his coaching staff and the squad.

Ahead of the 2023/24 season Lee Blackett, former Director of Rugby at Wasps, was recruited as Attack Coach, alongside Richard Blaze and Stevie Scott who were appointed to coach the forwards including the technical areas of line-out and scrum. Former player, coach and club legend Andy Robinson joined as Head Academy Coach with a particular focus on the accelerated development of the Club’s senior academy transition players and academy coaches, whilst also providing oversight of the Club’s academy and pathway system which forms a key pillar in the Club’s rugby plan. In addition, former player agent Rob Burgess was appointed as the Club’s Head of Recruitment.

The squad was further strengthened ahead of the 2023/24 season with the recruitment of Scottish international Finn Russell and South African World Cup winner Thomas du Toit, complementing the return of players such as Charlie Ewels, Alfie Barbeary and Will Muir from long-term injury.

The team has delivered confident and consistent winning performances in the 2023/24 season, including an historic away win at Saracens in Round 2 of the season, and was top of the Premiership table at Christmas. A Round 16 knock-out game has also been secured in the Investec Champions Cup after the Club came close to topping its qualifying pool, meaning that Bath is well positioned in both domestic and European competitions when matches resume post Six Nations.

In addition, the Club’s U18s academy team beat Northampton in a closely contested match at Kingsholm in February 2023 to win the 2023/24 U18s Premiership title for the first time. This historic result bodes well for the Club’s future and demonstrates the importance and value of the Club’s investment in its academy and pathway system.

Business Review
The 2022/23 season was the fourth season in which the club has been impacted in some way by the long shadow of the Covid-19 pandemic, with the tragic demise of Worcester Warriors and Wasps early in the season, followed by London Irish during the 2023 off-season. Despite this, the Club reported increased matchday and commercial revenue streams.

This review considers the key areas of business performance, in addition to the wider areas of the Club’s impact.

Turnover
While the total turnover has remained consistent year-on-year, this includes growth in club commercial revenue streams of £0.8m offset by a reduction in CVC income of £0.9m , whilst central income remained flat year-on-year.

Underlying income excluding central income and CVC deferred income shows an increase of £0.8m (7%) in a season where the club lost the revenue from one home game, due to the unfortunate loss of Worcester from the league (the Wasps game was played before their departure from the league), and a flood at the Rec in Jan 2023 resulting in the Toulon game being played away from home in front of a reduced crowd.
 

 

Bath Rugby Limited

Strategic Report for the Year Ended 30 June 2023

2023

2022

Movement

£m

£m

£m

Central income

4.8

4.8

-

Gate receipts

5.2

4.8

0.4

Commercial activities

7.0

6.6

0.4

CVC income

2.4

3.3

(0.9)

Other income

0.3

0.3

-

Turnover

19.7

19.8

(0.1)


Central income
Central income is distributed to the Premiership clubs by Premiership Rugby Limited (PRL) in relation to revenue generated from broadcast and other commercial income streams managed by PRL, and by the Rugby Football Union (RFU) in relation to the role of the clubs in managing the professional club and player development system in England.

Central income continues to fall short of pre-pandemic levels. Income from PRL was £2.7m (2022: 3.0m) and from the RFU was £2.1m (2022: £1.8m).

Following the loss of Worcester Warriors, Wasps and London Irish from the Premiership due to the financial challenges they have faced post-pandemic, the Premiership is now a ten-team league. Whilst a smaller league results in fewer overlaps between club and international match weekends, it remains to be seen whether the availability of international stars for more matches will generate increased income through gate receipts and broadcast revenue to offset the reduced number of home matches in a season.
 

Gate Receipts
The 2022/23 season was the first season since 2018/19 in which the Club was able to host all home matches free from Covid restrictions and at full capacity. The club experienced a strong attendance rate across its home fixtures throughout the 2022/23 season, despite a degree of turbulence regarding home fixtures.

Whilst the Club’s fixture against Worcester Warriors was cancelled due to Worcester entering administration at the start of the season, an alternative fixture at the Rec was arranged against the Barbarians to mitigate the financial impact of the lost fixture.

The Club hosted Wasps at the Rec in September 2022 shortly before Wasps sadly entered into administration.

Separately the Club’s European fixture against Toulon in January 2023 was cancelled and rescheduled at Kingsholm due to the impact of flooding at the Rec. Despite the change in location over a thousand supporters came to support the team, and we were immensely grateful for their vocal support and for the help and assistance of Gloucester in enabling the fixture to be played.

Despite these challenges the club sold out a high proportion of its fixtures at the Rec and the renewal rate for the 2023/24 season tickets was in excess of 95%.

The club are immensely grateful for the continued loyalty and passionate support of our fans.
 

 

Bath Rugby Limited

Strategic Report for the Year Ended 30 June 2023

Commercial Activities
The Clubs sponsorship, merchandise, match day (excluding gate receipts) and grassroots revenue totalled £7.0m (2022: £6.6m).

Sponsorship revenue was £2.9m for the 2022/23 season. The Club’s sponsorship portfolio included a strong and enduring relationship with Dyson as the Club’s title sponsor, together with Official Partners Thatcher’s, Grant UK, Macron, St Austell and Compeed. The Club’s focus for the 2023/24 season and beyond is to deliver enhanced value to its corporate partners by leveraging on-pitch performances and through developing the Bath Rugby brand as it builds a larger, more diverse and more engaged fanbase.

The primary drivers of the increase in revenue from commercial activities in 2022/23 were new events revenue of £0.3m, and Matchday Food & Beverage revenue of £1.2m vs £1.1m in 2021/22. Matchday Premium revenue suffered a reduction on the previous year by £0.1m to £1.6m, in part due to the cancelled and rescheduled games.

The Club is investing resource in building its fanbase and following as a core pillar of its commercial strategy. The Club engages with current and new supporters through the matchday experience, other experiences and events including the extensive community engagement programme run by the Club’s Grassroots team in clubs and schools across our region, and through digital channels.

As at 30 June 2023 the Club’s fanbase and following included:
 

 

Marketable database records of 85.2k (30 June 2022: 83.5k).

 

Social media following of 409k (30 June 2022: 385K) including followings across Twitter (130K), Instagram (121K) and Facebook (111K), and to a lesser extent YouTube, LinkedIn and TikTok.

The Club has engaged third party agencies in the 2023/24 season to support with its mission to drive growth in the fanbase and participation across its region and beyond, as a foundation of the Club’s long-term sustainability.

Operating costs
The activities of the Club are dependent on the hard work and commitment of its staff and players, who represent the largest area of investment by the Club comprising 68% (2022: 61%) of total operating costs.

The Club invested in its Rugby coaching and support staff for the 2022/23 season appointing world-class coaches and staff with the expertise and experience to drive the Club’s performance re-set and revival.

The year-on-year increase in staff costs of £2.7m to £14.9m for the 2022/23 financial year in part reflects this investment in the Rugby staffing structure, together with one-off costs such as players injured all year.

The Club continues to invest in its people, and this includes a commitment to make full use of the Salary Cap - including various allowances for injury dispensation, international players, home grown and academy players - to support Johann in his recruitment and squad strategy. In the 2023/24 season the notable signing for the Club has been Finn Russell, internationally recognised as one of the best fly-half’s in the world. Finn’s recruitment into the squad not only enhances on-field performance, but also raises the profile of the Club internationally, attracting new fans and helping the Club in its effort to attract and grow its audiences.
 

 

Bath Rugby Limited

Strategic Report for the Year Ended 30 June 2023

Balance sheet and Funding
During the pandemic the club secured a loan totalling £5.3 million from DCMS. The loan carries an interest rate of 2% and includes a repayment holiday. The first repayment was due on 30 September 2023 and the club made the payment in full, the next falling due at the end of March 2024.

During the year the Club’s owner, Bruce Craig, increased his loan to the Club by £6.725m. The balance on the loan at the year-end is £24.2m (21/22: £17.5m), this loan is interest free and repayable upon 12 months’ notice. The loan is adjusted for net present value in the accounts.

The Club continues to benefit from the passionate, committed and unwavering support of Bruce Craig as investment in the Club’s success starts to bear fruit on the pitch, and whilst the Club continues to focus on long-term financial sustainability alongside on-pitch success and delivering positive impact in schools and clubs across its region.

At the time of signing the accounts the Club have no payments due to HMRC, beyond the standard monthly and quarterly balances which are paid as they fall due.

The Club holds its investment in the PRL at a value of £20.5m. The valuation is based upon management’s review of the valuation provided by PRL and the weighted average cost of capital of the Club. The review by management of the valuation for the current financial year has resulted in no change.


Bath Rugby's wider impact:
 

A new stadium:
In September 2023, for the first time in its history, the Club submitted its planning application for the permanent redevelopment of its stadium at the Rec to B&NES Council. This followed the resolution of longstanding legal matters pertaining to the Rec, in particular the ruling of the courts that restrictive covenants are not barriers to redevelopment at the Rec as determined at the Court of Appeal and upheld by the Supreme Court.

A new Stadium for Bath will deliver an exceptional, fit for purpose and modern home for Bath Rugby at the Recreation Ground, the spiritual home of the Club for over 125 years.

The plans include the regeneration of the riverside in the heart of the city and the creation of significant sporting and community benefits for all, whilst ensuring that the Club continues to provide a considerable contribution to the city’s economy for decades to come.

The statutory planning process saw the application being available for comment until 4th November 2023 with strong support registered for the project.

The Club hopes to obtain planning permission in 2024 and the goal is to commence building through the 2025/26 season, and to phase the work so that the Club can continue playing rugby at the Rec during construction.

Grassroots
The Grassroots team is the community engagement arm of Bath Rugby, which focusses on delivery work at schools and clubs across the Club’s region of Dorset, Somerset and Wiltshire.

Involvement in sport, and in particular team sports, has proven benefits for children and young people, reducing anxiety and increasing confidence. The Grassroots team is committed to delivering positive health and well-being impacts to children and young people across the region, whilst also being dedicated to inspiring the next generation of rugby players and fans.

 

Bath Rugby Limited

Strategic Report for the Year Ended 30 June 2023

The coaching camps, clinics and classes delivered by the Grassroots team are open to players of all abilities; at the same time players of high ability and potential will be identified with the potential for them to join the Club’s academy and pathway system.

Grant UK have also become Bath Rugby's Official Grassroots and Sustainability Partner and the funding has been used to introduce over 1,000 pupils to sustainability and rugby in ten additional schools. The team has grown to include a women's and girl's focused role, developing the offer in order to best serve this growing demographic. In conjunction with this, a girls only residential was launched in the summer of 2023, something the team aims to build upon in the coming season.

It is important that the Club provides access to young aspiring players and supporters to enjoy games at the Rec. A dedicated section of the stadium is set aside for use by the Grassroots team at home matches, providing discounted tickets to schools and clubs for children and young people.

Women and Girls' Rugby:
The Club continues with its commitment to women’s and girls’ rugby through its four pillars of: Participation, Pathway, Performance and Promote; led by Maria Crowfoot in her role as Women’s Rugby Performance Lead at the Club.

In terms of Participation, the Club operates girls-only participation hubs open to players of all standards across its region to encourage female rugby participation alongside the mixed participation activities delivered by the Club. Marlo Boyd was appointed as the Grassroots Regional Development Officer (RDO) in October 2023 focussed on women’s and girls’ participation for the 2023/24 season onwards (together with Pathway coaching responsibilities), and is delivering new female-only performance hubs for players focussed on developing their game alongside the continued performance hubs open to female players of all standards.

Pathway was launched for the 2022/23 season and included the establishment of a partnership with Bath College to provide places for female students with elite rugby aspirations to receive high quality coaching and conditioning support from Bath Rugby alongside their academic studies, similarly to the men’s pathway partnership with Beechen Cliff, with five female participants in this first year.

In addition, the first Bath Rugby women’s 7s team was launched in late summer 2022 to provide a player pathway to competitive rugby, and the Club’s 7s programme has now been embedded through summer 2023 and is committed for summer 2024 and beyond. Pathway also includes investment by the Club in the University of Bath’s (UOB) women’s team, primarily through coaching provision.

Performance relates to the Club’s investment in elite level rugby including both the elite amateur game, and top-flight professional women’s rugby now played in the Premiership Women’s Rugby league (PWR).

A core pillar of the Club’s women’s and girls’ programme is its partnership with Bath Rugby Ladies, in place since May 2021. Bath Rugby Ladies is the women’s division of the amateur club Bath RFC. Bath Rugby Ladies compete in Championship South 1, which is currently the 2nd tier of Women’s rugby below the PWR, and the top-flight amateur level of the women’s game.

Bath Rugby Ladies won their Championship South 1 division in 2022/23, before losing to Cheltenham Tigers Women in the playoff semi-final. The Club has increased its investment of elite services into the partnership including Maria Crowfoot taking on the Head Coach role, the provision of strength and conditioning services, and the use of training facilities through the Club’s partnership with UoB.

 

Bath Rugby Limited

Strategic Report for the Year Ended 30 June 2023

Whilst the Club was unsuccessful in its application to join the new Premiership Women’s Rugby league (PWR) which replaced the Premier 15s for the 2023/24 season, our ambition remains to participate in top-flight women’s rugby and the Club is in dialogue with PWR regarding future entry to the league.

The cost of running a professional women’s team in the PWR ranges from £0.75m-£1.5m per annum, and it is therefore critical that the Club balances the required investment with the wider opportunities and ambition to drive inspiration and participation in women’s rugby through a sustainable plan for its future participation in top-flight women’s rugby.

Promote includes the commitment to staging Bath Rugby Ladies matches at the Rec each season, thus far through hosting two double headers on the same day as a men’s fixture. For the 2023/24 season the Club also hosted a standalone Bath Rugby Ladies fixture vs Reading Abbey for the first time which attracted a crowd of over 1,000 supporters.

Sustainability
Sustainability considerations continue to sit at the heart of decision-making at the Club, which was the first Premiership club to stop using single-use plastic at its stadium. Water refill fountains are situated around the ground and refillable bottles and cans of water are sold at all the bars.

The Club is committed to using local suppliers where possible and sourcing products locally.

The Club incorporated additional sustainability measures in its proposals for redevelopment of the Rec which have been submitted for planning approval including solar PV panels in the roof of the stands, provision of air source heat pumps and other passive temperature control measures including high grade design of building fabric insulation, fully electric stadium including kitchen equipment and hi-tech Building Management Systems to minimise energy use.

The Club continues to monitor and integrate new sustainability measures wherever possible.

Bath Rugby Foundation
The Club works very closely with its charitable arm, Bath Rugby Foundation (BRF), a standalone registered charity which believes that every child deserves a fair start in life. BRF works primarily with children and young adults who face significant challenges in their lives, helping them with all kinds of emotional, practical, and physical support which they would not otherwise receive, thereby providing them with the tools they need to succeed in life.

The Club provides support for BRF in a number of ways including marketing, communications and fundraising, and works closely with BRF including staff and players engaging on delivery programmes.

Bath is one of the most unequal cities in the UK with around 10,000 children and young people facing constraints because of poverty. The education attainment gap in B&NES is 31% versus a national average of 20% and there are now two areas within the most deprived 10% nationally.

In 2022/23 BRF’s impact included working with 4,422 children and young people, providing 1,726 hours of classroom support together with 2,575 hours of physical activity in partnership with 19 schools and one college. BRF also spent 900 hours supporting youngsters in the criminal justice system, whilst operating at 49 community sites across the region and providing 2,399 meals for vulnerable children.
 

 

Bath Rugby Limited

Strategic Report for the Year Ended 30 June 2023

 

BRF are in the most underprivileged primary and secondary schools, supporting vulnerable children’s social and learning needs. They raise their attendance and attitudes so they can stay in school and pass their exams.

 

At the BRF Alternative Learning Hub (ALH) at the Rec marginalised 14-19-year-olds (and up to age 24 with Special Educational Needs) are helped to gain vital qualifications, work experience, and the skills to transition into school, college, employment, or training.

 

Community hubs and school holiday camps across the region are run by BRF, supporting struggling families. Without this support children living below the poverty line often return to school malnourished and ill-equipped to learn in the new academic year.

 

Children with disabilities are given access sport, social events, and fun in a safe environment with specialist coaches, promoting healthier lifestyles, and developing skills for work and independent living.

 

Physical activity sessions are provided by BRF for underrepresented groups across our region, giving young people the opportunity to learn, develop, and enjoy rugby skills (and other sports) in their local community.

Principal risks and uncertainty
 

Team performance and Premiership league standing
The performance of the team impacts revenues including gate receipts, sponsorship and hospitality income, and retail sales. The Club manages this risk through investment in a world-class squad, coaching and support staff, and through the execution of its strategic rugby plan.


PRL and RFU delivering on their growth plans
PRL have an ambitious growth plan over the next 5 years and this forms part of the Club’s plan to become financially sustainable. Should PRL fail to deliver the planned growth, all clubs in the league would be negatively impacted. This risk is mitigated by the Club supporting PRL in executing its strategic plan, whilst not placing sole reliance on PRL’s growth. The Club is developing innovative new revenue streams and is also pushing forward with plans to build a new stadium in the heart of Bath which will provide significant incremental revenue.


Compliance with Salary Cap and wider PRL and RFU and regulations
Failure to comply could lead to fines and other potentially material penalties. The Club mitigates this risk, in particular with regard to the Salary Cap, by operating an internal working group who meet regularly and are responsible for managing the Salary Cap and overseeing squad recruitment decisions. Additionally, all documentation on regulatory requirements is kept up to date and the Club carefully manages adherence to matters such as minimum standards required by central governing bodies.
 

Compliance with other financial and legal regulatory matters
The Club has appropriate policies in place to manage its obligations regarding employment law and other relevant areas of law and compliance, although it does not consider these are areas of significant strategic risk to its operations.

Liquidity and funding
The continued availability of funding from key stakeholders is important to the on-going operations and outlook for the Club. The Club undertakes rigorous annual budgeting and longer term financial planning processes. The Club continues to have the committed support of its sole shareholder and owner, and separately manages on-going communication with DCMS to ensure compliance with covenants and other requirements in relation to its borrowings.
 

 

Bath Rugby Limited

Strategic Report for the Year Ended 30 June 2023

New stadium build
The Club’s plans to redevelop its facilities at the Rec and provide world-class facilities which generate significant incremental revenues. There is a risk that planning permission for the new stadium is not granted, or is delayed. This risk is mitigated through the engagement of an excellent design team and wider team of consultants, with both sporting and heritage expertise, to create a design which is sensitive to its city centre location. At the same time the Club has continued to manage strong and constructive relationships with the local planning authority officers and other key stakeholders to address key matters ahead of its planning application being submitted and during the subsequent period of review, feedback and provision of updated planning application information.


Going Concern
The directors have considered the working capital requirements of the Club for the foreseeable future taking account of planned investment in people, operating costs, capital expenditure and other potential investments. The directors have also considered the funding in place and the commitment to support future funding from the owner, together with the loan in place with DCMS.

These assessments are made in an economic climate in which, in The IMF’s view, post-Brexit uncertainty has declined but economic growth in the UK is subdued, and is forecast at a rate of 0.6% in 2024.

The CPI fell to 4% in January 2024 (down from 10.5% at the same point last year) and the RPI reached 5.2% (down from 13.4%). The impact of this is that energy bills, fuel rates and some mortgage rates have reduced and will continue to do so.

In determining whether the Club’s annual financial statements can be prepared on a going concern basis, the directors have reviewed the Club’s current and future business activities, together with the factors likely to impact those activities and the financial performance and position of the Club. A number of factors were considered by the directors in making this assessment of going concern, including:
 

 

Implications of the current economic climate, in particular the impact of the ongoing war in Ukraine and the rising conflicts in the Middle East;

 

The availability of future funding from the Club’s shareholder and other potential stakeholders;

 

Consideration of the status of PRL and the Premiership, now consisting of ten clubs, and the risks and opportunities this presents;

 

Downside risk scenarios which could impact the Club and potential mitigating actions the Board could take to address those scenarios.

In assessing the appropriateness of the going concern assumption, the Club has produced business plans and cash flow forecasts which extend beyond the end of 2024, taking into account scenarios which reflect the inherent uncertainty over the current economic environment. The Club also has appropriately committed future funding in place from its owner.

The directors have concluded that it is appropriate for the financial statements to be prepared on the going concern basis.

Business outlook
The 2022/23 season was tumultuous for Premiership Rugby as we saw the tragic demise of Worcester Warriors, Wasps and London Irish. The legacy of the last four years following the Covid pandemic cannot be underestimated, leaving the league reduced by three, and clubs across the league carrying increased debt in the form of DCMS Sport England loans and either increased shareholder or external debt whilst at the same time operating with trading losses.

 

Bath Rugby Limited

Strategic Report for the Year Ended 30 June 2023

The Club continues to rely on the support of its sole shareholder and owner Bruce Craig, and his on-going support remains fundamental to the Club and its plans for the future by underpinning our investment in rugby success.

The current level of trading losses is not sustainable, and it is incumbent on everyone at the Club to deliver on the Club’s long-term strategic plan for rugby success and a financially sustainable business.

The Premiership competition continues to provide compelling and exciting rugby, with fantastic matches, high counts of tries scored and close matches all contributing to the strongest domestic club competition in the world. The rugby ‘product’ is strong, and our focus is on ensuring that the Club competes at the highest level whilst continuing to focus on driving participation and growing the Club’s supporter base and its wider following.

The Club is incredibly grateful to our committed supporters and corporate partners. Games at the Rec consistently sell out, and inspiring and exciting rugby is being played on the pitch. The Club continues to diversify into new areas and to seek new opportunities for growth, having launched a Wedding and Corporate events business at Farleigh House at the end of the 2022/23 season.

The Club is also committed to supporting the PRL in achieving its strategic plan which will deliver increased central income for all of the clubs.

The recent submission of the planning application for the development of a world-class stadium at the Rec was an important next step for the Club on the path to regenerating the riverside in the heart of Bath, and securing the future of the Club in the city of Bath, which will generate long term incremental revenue for the Club and economic value for the city’s economy.

Whilst the current trading environment is not sustainable, the opportunities for the Club and for the Premiership are visible and exciting. The Club is consistent in its goals to execute its long-term strategic plan, to reduce its reliance on its committed owner and sole shareholder, and to secure a long-term sustainable future for the Club and its stakeholders.
 

Approved and authorised by the Board on 27 March 2024 and signed on its behalf by:
 


LT McDonald
Director

 

Bath Rugby Limited

Directors' Report for the Year Ended 30 June 2023

The directors present their report and the financial statements for the year ended 30 June 2023.

Directors of the company

The directors who held office during the year were as follows:

B T Craig

LT McDonald

C E Potter (appointed 15 July 2022)

Dr S J Craig (appointed 15 July 2022)

N J Varney (appointed 15 July 2022)

Information included in the Strategic Report

The loss for the year, after taxation, amounted to £3,261,341 (2022 - loss of £163,440).

The directors did not recommend the payment of a dividend in the year (2022: £Nil).

Directors' responsibilities statement

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors' liabilities

The company has provided qualifying third party indemnity provisions in respect of the board of directors which were in force during the year and at the date of this report.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Approved by the Board on 27 March 2024 and signed on its behalf by:

LT McDonald
Director

   
     
 

Bath Rugby Limited

Independent Auditor's Report to the Members of Bath Rugby Limited

Opinion

We have audited the financial statements of Bath Rugby Limited (the 'company') for the year ended 30 June 2023, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 30 June 2023 and of its loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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 statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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.

 

Bath Rugby Limited

Independent Auditor's Report to the Members of Bath Rugby Limited

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

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

the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.
 

Responsibilities of directors

As explained more fully in the set out on page 8, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

enquiring of management concerning actual and potential litigation and claims;

reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

reading minutes of meetings of those charged with governance;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

 

Bath Rugby Limited

Independent Auditor's Report to the Members of Bath Rugby Limited

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

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

......................................
Nigel Fry (Senior Statutory Auditor)
For and on behalf of Milsted Langdon LLP, Statutory Auditor
4 Queen Street
Bath
BA1 1HE

28 March 2024

 

Bath Rugby Limited

Profit and Loss Account for the Year Ended 30 June 2023

Note

2023
£

2022
£

Turnover

3

19,744,435

19,819,557

Cost of sales

 

(18,505,213)

(15,605,502)

Gross profit

 

1,239,222

4,214,055

Administrative expenses

 

(6,064,013)

(4,660,895)

Other operating income

4

495,900

-

Operating loss

5

(4,328,891)

(446,840)

Other interest receivable and similar income

6

5,889

3,698

Interest payable and similar expenses

7

(106,002)

(107,882)

   

(100,113)

(104,184)

Loss before tax

 

(4,429,004)

(551,024)

Tax on loss

11

1,167,663

387,584

Loss for the financial year

 

(3,261,341)

(163,440)

The above results were derived from continuing operations.

 

Bath Rugby Limited

(Registration number: 03170814)
Balance Sheet as at 30 June 2023

Note

2023
£

2022
£

Fixed assets

 

Tangible assets

12

1,708,710

1,172,714

Investments

13

20,530,000

20,530,000

 

22,238,710

21,702,714

Current assets

 

Stocks

14

12,437

138,805

Debtors

15

2,504,892

2,158,514

Cash at bank and in hand

16

49,093

644,132

 

2,566,422

2,941,451

Creditors: Amounts falling due within one year

17

(12,680,313)

(14,254,091)

Net current liabilities

 

(10,113,891)

(11,312,640)

Total assets less current liabilities

 

12,124,819

10,390,074

Creditors: Amounts falling due after more than one year

17

(25,766,233)

(21,776,336)

Provisions for liabilities

20

(968,782)

(1,929,231)

Net liabilities

 

(14,610,196)

(13,315,493)

Capital and reserves

 

Called up share capital

21

5,093,716

5,093,716

Other reserves

22

3,064,428

1,097,790

Profit and loss account

22

(22,768,340)

(19,506,999)

Total equity

 

(14,610,196)

(13,315,493)

Approved and authorised by the Board on 27 March 2024 and signed on its behalf by:
 

LT McDonald
Director

   
     
 

Bath Rugby Limited

Statement of Changes in Equity for the Year Ended 30 June 2023

Share capital
£

Other reserves
£

Profit and loss account
£

Total
£

At 1 July 2022

5,093,716

1,097,790

(19,506,999)

(13,315,493)

Loss for the year

-

-

(3,261,341)

(3,261,341)

Capital contribution

-

1,966,638

-

1,966,638

At 30 June 2023

5,093,716

3,064,428

(22,768,340)

(14,610,196)


 

Share capital
£

Other reserves
£

Profit and loss account
£

Total
£

At 1 July 2021

5,093,716

751,809

(19,343,559)

(13,498,034)

Loss for the year

-

-

(163,440)

(163,440)

Capital contribution

-

345,981

-

345,981

At 30 June 2022

5,093,716

1,097,790

(19,506,999)

(13,315,493)

 

Bath Rugby Limited

Statement of Cash Flows for the Year Ended 30 June 2023

Note

2023
£

2022
£

Cash flows from operating activities

Loss for the year

 

(3,261,341)

(163,440)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

334,374

109,429

Finance costs

7

106,002

107,882

Finance income

6

(5,889)

(3,698)

Income tax expense

11

(1,167,663)

(387,584)

 

(3,994,517)

(337,411)

Working capital adjustments

 

Decrease/(increase) in stocks

14

126,368

(46,167)

Increase in debtors

15

(346,378)

(702,354)

Decrease in creditors

17

(2,862,746)

(3,289,168)

Cash generated from operations

 

(7,077,273)

(4,375,100)

Income taxes received

11

207,214

387,927

Net cash flow from operating activities

 

(6,870,059)

(3,987,173)

Cash flows from investing activities

 

Interest received

6

5,889

3,698

Acquisitions of tangible assets

(870,370)

(171,742)

Net cash flows from investing activities

 

(864,481)

(168,044)

Cash flows from financing activities

 

Interest paid

7

(106,002)

(107,882)

Proceeds from bank borrowing draw downs

 

105,164

105,020

Proceeds from other borrowing draw downs

 

6,725,001

1,700,000

Net cash flows from financing activities

 

6,724,163

1,697,138

Net decrease in cash and cash equivalents

 

(1,010,377)

(2,458,079)

Cash and cash equivalents at 1 July

 

644,132

3,102,211

Cash and cash equivalents at 30 June

 

(366,245)

644,132

 

Bath Rugby Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:

Farleigh House
Farleigh Hungerford
Bath
Somerset
BA2 7RW
England

These financial statements were authorised for issue by the Board on 27 March 2024.

2

Accounting policies

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The financial statements are presented in sterling, which is the functional currency of the entity. Monetary amounts within the financial statements are rounded to the nearest £.

 

Bath Rugby Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

The following principal accounting policies have been applied:

Going concern

The Directors are required to prepare the financial statements on the going concern basis unless it is inappropriate to presume that the club will continue in business.

In satisfaction of this responsibility, the Directors have considered the club’s ability to meet its liabilities as they fall due for a period of at least twelve months from the signing date of the financial statements following investment from the 100% shareholder in both the current and prior financial period, and the club’s existing banking facilities secured in the year ended 30 June 2023.

The UK economy is still experiencing signs of stress. While a deep recession now looks to be unlikely, high interest rates and low productivity are expected to hold back growth. The club, being in the leisure and entertainment sector, is more vulnerable to the fluctuations in the disposable incomes of individuals, this is further impacted by high fixed cost base.

The sole shareholder, Bruce Craig, continues to provide full financial support until such time as it is self-sustained financially.

On this basis, the Directors consider it appropriate to prepare these financial statements on the going concern basis.

Revenue recognition

Turnover 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. Turnover 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

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

• the Company has transferred the significant risks and rewards of ownership to the buyer;
• the Company 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 Company 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
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all the following conditions are satisfied:

• the amount of revenue can be measured reliably;
• it is probable that the Company 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;
• the costs incurred and the costs to complete the contract can be measured reliably.

 

Bath Rugby Limited

Notes to the Financial Statements for the Year Ended 30 June 2023


Other turnover
Other turnover such as transfer fees and central funding is recognised when all the following conditions are satisfied:

• the amount of revenue can be measured reliably;
• it is probable that the Company will receive the consideration; and
• the costs incurred and costs to complete can be measured reliably.

Interest Income

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

Tax

The tax expense for the year comprises current and deferred tax. Tax is recognised in the 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 operates and generates 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 Company 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.

Tangible 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.

Assets under the course of construction are capitalised throughout the period of construction and are transferred to their relevant asset categories at the point of commissioning. No depreciation is charged until that point.

 

Bath Rugby Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Depreciation

Depreciation is charged so as to determine the residual value of assets, other than land and properties under construction over their estimated useful lives, as follows:
 

Asset class

Depreciation method and rate

Long leasehold land and buildings

Straight line over the lower of 50 years and the term of the lease

Leasehold Improvements

Straight line over 2 to 10 years

Motor vehicles

Straight line over 3 years

Furniture, fittings and equipment

Straight line over 2 to 10 years

Assets under the course of construction

Nil

Valuation of Investments

Investments represent the Company's Investment in Premiership Rugby Limited ("PRL"). The Directors consider that this does not represent a subsidiary or an associate on the basis that the share holding is not at a level to yield significant influence over the entity. The investment is valued to its fair value at each year end with the movement recognised in the Statement of Comprehensive Income.

Stocks

Stocks are stated at the lower of cost and and net realisable value after making due allowance for obsolete and slow-moving stocks.

At each reporting date, stocks are assessed for impairment. If stocks are 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.

Debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

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 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 Company's cash management.

 

Bath Rugby Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Rentals paid under operating leases are charged to the Statement of Profit and 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.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Bath Rugby Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Critical accounting adjustments and key sources of estimation uncertainty

In the application of the Company’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

(i) Useful economic life of assets - The Company exercises judgement to determine useful lives and residual values for tangible fixed assets. The directors consider the appropriateness of rates of depreciation on an ongoing basis.

(ii) Commercial contracts – When to recognise income derived from commercial contracts, including amounts received from Premiership Rugby, is an area of significant judgement due to the complexity of the arrangements and the fact that the agreements typically span multiple accounting periods, with the timing of cash receipt sometimes being in advance of the services being provided.

(iii) Investment carrying value – The Company holds its investment in Premiership Rugby at fair value as required under FRS102. The Directors carry out an assessment of the fair value on an annual basis, taking into account the expected future cashflows due to the Club from Premiership Rugby

(iv) Discount rate on director's loan - A discount factor of 7% has been applied to the interest free loan which has been given to the company by the director. The company has exercised judgement in selecting the rate at which the loan should be discounted.

3

Revenue

An agreement to sell a minority interest in PRL to CVC Capital Partners was signed on 29 March 2019. As a result, the Company received a cash inflow from PRL of £12.8m. This income, which is effectively a prepayment against the first four years' income from the revised commercial agreement with CVC is being recognised over 48 months, with 9 months being recognised in the year to 30 June 2023 (12 months in the year to 30 June 2022).

100% of the company's turnover was generated in the UK (year ended 30 June 2022 - 100%).
 

4

Other operating income

The analysis of the company's other operating income for the year is as follows:

2023
£

2022
£

Miscellaneous other operating income

450,000

-

Other revenue

45,900

-

495,900

-

 

Bath Rugby Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

5

Operating loss

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

334,374

109,429

Operating lease expense - plant and machinery

141,281

123,638

Other operating lease rentals

465,551

589,588

Foreign exchange (gains)/losses

(31)

145

6

Other interest receivable and similar income

2023
£

2022
£

Interest income on bank deposits

5,889

3,698

7

Interest payable and similar expenses

2023
£

2022
£

DCMS loan interest payable

105,020

105,020

Interest expense on other finance liabilities

982

2,862

106,002

107,882

 

Bath Rugby Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

8

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

2022
£

Wages and salaries

13,179,962

10,682,013

Social security costs

1,555,132

1,355,134

Pension costs, defined contribution scheme

150,669

128,222

14,885,763

12,165,369

The average number of persons employed by the company (including directors) during the year, analysed by category, was as follows:

2023
No.

2022
No.

Players and team management

116

100

Selling and administration

59

58

175

158

During the year the company incurred £15,923 (2022: £nil) in redundancy costs.

9

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

106,167

107,751

Contributions paid to money purchase schemes

1,321

1,321

107,488

109,072

During the year the number of directors who were receiving benefits and share incentives was as follows:

2023
No.

2022
No.

Accruing benefits under money purchase pension scheme

1

1

10

Auditors' remuneration

2023
£

2022
£

Audit of the financial statements

22,673

24,750

Other fees to auditors

All other non-audit services

534

583


 

 

Bath Rugby Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

11

Taxation

Tax charged/(credited) in the income statement:

2023
£

2022
£

Current taxation

UK corporation tax

(207,214)

(387,927)

Deferred taxation

Arising from origination and reversal of timing differences

(960,449)

343

Tax receipt in the income statement

(1,167,663)

(387,584)

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of 20.5% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Loss before tax

(4,429,004)

(551,024)

Corporation tax at standard rate

(907,764)

(104,695)

Effect of expense not deductible in determining taxable profit (tax loss)

9,431

1,467

Effect of tax losses

(236,228)

179,981

Deferred tax expense/(credit) relating to changes in tax rates or laws

32,071

(40,784)

Decrease in UK and foreign current tax from unrecognised temporary difference from a prior period

(34,178)

-

Decrease in UK and foreign current tax from adjustment for prior periods

(318)

-

Tax decrease from effect of capital allowances and depreciation

(30,677)

(55,219)

Other tax effects for reconciliation between accounting profit and tax expense (income)

-

(368,334)

Total tax credit

(1,167,663)

(387,584)

 

Bath Rugby Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

12

Tangible assets

Long leasehold land and buildings
 £

Furniture, fittings and equipment
 £

Motor vehicles
 £

Total
£

Cost or valuation

At 1 July 2022

3,929,515

1,620,858

8,899

5,559,272

Additions

278,489

583,891

7,990

870,370

At 30 June 2023

4,208,004

2,204,749

16,889

6,429,642

Depreciation

At 1 July 2022

2,880,701

1,496,958

8,899

4,386,558

Charge for the year

104,683

229,136

555

334,374

At 30 June 2023

2,985,384

1,726,094

9,454

4,720,932

Carrying amount

At 30 June 2023

1,222,620

478,655

7,435

1,708,710

At 30 June 2022

1,048,814

123,900

-

1,172,714

13

Fixed asset Investments

£

Valuation

At 1 July 2022

20,530,000

At 30 June 2023

20,530,000

Carrying amount

At 30 June 2023

20,530,000

At 30 June 2022

20,530,000

The fixed asset investment above represents the Club's investment in PRL Investor Limited. See Note 2 for the basis of this valuation. The investment in PRL Investor Limited is measured at fair value, and is reviewed regularly.

14

Stocks

2023
£

2022
£

Finished good and goods for resale

12,437

138,805

 

Bath Rugby Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

15

Debtors

Current

2023
£

2022
£

Trade debtors

1,454,006

1,362,120

Other debtors

59,916

139,608

Prepayments

990,970

656,786

 

2,504,892

2,158,514

16

Cash and cash equivalents

2023
£

2022
£

Cash on hand

8,270

2,405

Cash at bank

40,823

641,727

49,093

644,132

Bank overdraft facility utilised

(415,338)

-

Cash and cash equivalents in statement of cash flows

(366,245)

644,132

17

Creditors

2023
£

2022
£

Due within one year

Loans and borrowings

1,288,968

-

Trade creditors

443,186

529,806

Social security and other taxes

1,446,464

1,731,728

Other creditors

88,176

125,094

Accruals and deferred income

9,173,220

11,381,823

Payments on account

240,299

485,640

12,680,313

14,254,091

Due after one year

Loans and other creditors

25,766,233

21,776,336

Loans and borrowings consist of £873,630 owed on the DCMS loan, falling due in less than on year and £415,338 which is a drawdown on the Company’s agreed bank overdraft facility.

 

Bath Rugby Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

18

Creditors: Amounts falling due after more than one year

2023
£

2022
£

Non-current loans and other creditors

DCMS loan

4,617,661

5,386,127

Loan

21,148,572

16,390,209

25,766,233

21,776,336

The loan is interest-free and repayable on 12 months' notice of the sole shareholder, Mr B T Craig. No such notice has been given at the date of approval of the financial statements.

2023
£

2022
£

Current loans and borrowings

DCMS loan

873,630

-

Bank overdraft facility utilised

415,338

-

1,288,968

-

Other borrowings

The loan from DCMS is denominated in GBP with a nominal interest rate of 2%, and the final instalment is due on 31 March 2031. The carrying amount at year end is £5,491,291 (2022 - £5,386,127).

£873,630 of the loan value falls due in less than a year.
The loan is secured by a floating charge over all assets and undertakings of the company.

19

Financial instruments

Financial assets

2023
 £

2022
 £

Financial assets measured at fair value through profit or loss

20,530,000

20,530,000

Financial assets measured at fair value through profit or loss comprise the investment in Premiership Rugby Limited.

 

Bath Rugby Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

20

Provisions for liabilities

Deferred tax
£

Total
£

At 1 July 2022

1,929,231

1,929,231

Additional provisions

171,554

171,554

Increase (decrease) in existing provisions

(1,132,003)

(1,132,003)

At 30 June 2023

968,782

968,782

The provision for deferred taxation is made up as follows:

2023
£

2022
£

Capital gains

2,100,785

1,929,231

2,100,785

1,929,231

21

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary shares of £1 each

5,093,716

5,093,716

5,093,716

5,093,716

         

Each share is entitled to one vote and an equal share of any dividend.

22

Reserves

Share capital reserves reflect the nominal value of share capital issued by the company.

The profit and loss account reserve represents accumulated profits or losses net of distribution to shareholders.

Other reserves represent the effect of the time value of money on the company's long term loan.

23

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £150,669 (2022 - £128,222).

Contributions totalling £56,709 (2022 - £29,834) were payable to the scheme at 30 June 2023 and are included in creditors.

 

Bath Rugby Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

24

Obligations under leases

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

332,579

589,500

Later than one year and not later than five years

257,831

374,278

Later than five years

1,143,968

1,164,470

1,734,378

2,128,248

The amount of non-cancellable operating lease payments recognised as an expense during the year was £414,753 (2022 - £564,588).

25

Related party transactions

Summary of transactions with other related parties

Other related parties are classified as entities under common control by directors of the company.
 

Income and receivables from related parties

2023

Key management
£

Other related parties
£

Receipt of services

9,543

10,439

Settlement of liabilities

(2,996)

(4,930)

6,547

5,509

2022

Other related parties
£

Receipt of services

44,115

Settlement of liabilities

(43,073)

1,042

Expenditure with and payables to related parties

2023

Other related parties
£

Rendering of services

439,161

Settlement of liabilities

(338,219)

100,942

 

Bath Rugby Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

2022

Other related parties
£

Rendering of services

405,121

Settlement of liabilities

(404,102)

1,019

Loans from related parties

2023

Key management
£

Total
£

At start of period

16,390,209

16,390,209

Advanced

6,725,000

6,725,000

Adjustment for net present value

(1,966,637)

(1,966,637)

At end of period

21,148,572

21,148,572

2022

Key management
£

Total
£

At start of period

15,036,190

15,036,190

Advanced

1,700,000

1,700,000

Adjustment for net present value

(345,981)

(345,981)

At end of period

16,390,209

16,390,209

The loan from the owner and 100% shareholder, Mr B T Craig, is stated after discounting has been applied to reflect the time value of money. The undiscounted value of the loan at the year end was £24,213,000 (2022: £17,488,000) and discounting of £3,064,428 (2022: £1,097,791) has been applied.

26

Parent and ultimate parent undertaking

The ultimate controlling party is the sole shareholder, Mr B T Craig.