ALK Capital or Farnell/Elkashashy takeover

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Chester Perry
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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Thu May 23, 2024 10:29 pm

Chester Perry wrote:
Fri May 03, 2024 1:59 pm
following on from the news about ALK/VSL minor investment in Nordensa's last funding round

viewtopic.php?f=2&t=75622

News of another recent investment, linked to them and more specifically Velocity Sports Partners LLC, this time from ALK's own website. Note for the first time it is clear from themselves that Velocity Sports Partners LLC is the vehicle by which the club is controlled

Sports arm of ALK Capital invest in technology firm specializing in extended reality and immersive fan experiences
https://alkcapital.com/2024/03/velocity ... er-rezzil/
https://archive.ph/DQYNY

The Rezzil website is here https://rezzil.com/
X here https://twitter.com/rezzil?ref_src=twsr ... r%5Eauthor
LinkedIN here https://www.linkedin.com/company/rezzil

Rezzil is a part of MiHiepa Scout Ltd whose filings can be found at Companies House here https://find-and-update.company-informa ... ng-history

as you may note there has been a lot of restructuring lately in that business in apparent preparation for this kind of investment and product launch

So that is 4 tech companies in which we know ALK/VSL are invested in:
- Player Lens,
- Project 23rd Century Ltd (AiScout),
- Nordensa, and now
- MiHieppa Scout Ltd (Rezzil),

I suspect there are many more (that £8m+ shortfall from Calder Vale Holdings to Velocity Capital (UK) Holdings from last October was spent somewhere), the investments tend to be small early stage Venture Capital type affairs and depending on success/growth may see additional funds invested (as we have seen at Project 23rd Century Ltd).
Mi Hieppa Scout Limited have produced a Confirmation statement

https://find-and-update.company-informa ... ng-history

there are some very recognisable and no so recognisable names in the shareholders list

first of all there is a total allotment of:
- 25,013 A Ordinary shares with no voting rights;
- 48,895 B Ordinary shares with 1 vote per share limited to pre emption on transfer and allotment rights;
- 106,126 Ordinary shares each with full voting rights

Velocity Sports Partners LLC owns 2,746 B Ordinary shares

The Football Association Premier League own 18,003 B Ordinary shares

Vincent Kompany via his holding company Plankton and Smallfish Ltd holds 1,800 A Ordinary shares, once again we see that Vincent Kompany was an early investor in this north west company applying technology to sport some 5 years ago

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Fri May 24, 2024 8:00 pm

MUD Analytics Limited release unaudited Micro Company accounts for the period ending September 30 2023
https://find-and-update.company-informa ... ng-history

again they state that the company has no full time employees, the business is generating new cash, not huge amounts but for us ordinary folk it would appear to be enough for a comfortable living,

It is impossible to state for certain that income is being derived from Burnley FC, or what actual income is being generated.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Fri May 24, 2024 8:11 pm

Chester Perry wrote:
Fri May 24, 2024 8:00 pm
MUD Analytics Limited release unaudited Micro Company accounts for the period ending September 30 2023
https://find-and-update.company-informa ... ng-history

again they state that the company has no full time employees, the business is generating new cash, not huge amounts but for us ordinary folk it would appear to be enough for a comfortable living,

It is impossible to state for certain that income is being derived from Burnley FC, or what actual income is being generated.
Tiny amounts there. Compared to agents fees of £6m or whatever. Can’t have done a huge amount for us.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Fri May 24, 2024 8:13 pm

On another point, CP, directors box looked full vs Forest. Did you take a look?

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Rileybobs » Fri May 24, 2024 8:39 pm

NewClaret wrote:
Fri May 24, 2024 8:11 pm
Tiny amounts there. Compared to agents fees of £6m or whatever. Can’t have done a huge amount for us.
That depends on whether they are paid a commission when the players are sold.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by 123EasyasBFC » Fri May 24, 2024 8:42 pm

Rileybobs wrote:
Fri May 24, 2024 8:39 pm
That depends on whether they are paid a commission when the players are sold.
Hahaha your positive thinking players signed through MUD will actually be sold

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Fri May 24, 2024 8:43 pm

Rileybobs wrote:
Fri May 24, 2024 8:39 pm
That depends on whether they are paid a commission when the players are sold.
Fair point. I’d prefer that to be fair - success payments.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Rileybobs » Fri May 24, 2024 8:48 pm

NewClaret wrote:
Fri May 24, 2024 8:43 pm
Fair point. I’d prefer that to be fair - success payments.
But would confirm the conflict of interest that exists when the club’s manager is an owner of the company responsible for identifying potential signings.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Fri May 24, 2024 8:57 pm

NewClaret wrote:
Fri May 24, 2024 8:11 pm
Tiny amounts there. Compared to agents fees of £6m or whatever. Can’t have done a huge amount for us.
There is nothing that tells us about income or director renumeration - so it is impossible to know what is actually going through the business - all we know is that it is solvent and carrying debt of some kind

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Fri May 24, 2024 8:59 pm

NewClaret wrote:
Fri May 24, 2024 8:13 pm
On another point, CP, directors box looked full vs Forest. Did you take a look?
No, any pictures?

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Fri May 24, 2024 9:44 pm

Chester Perry wrote:
Fri May 24, 2024 8:59 pm
No, any pictures?
Good luck with that ;)

It was taken just before KO so still filling up. It was fuller than that when the game was on.
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Re: ALK Capital or Farnell/Elkashashy takeover

Post by ClaretPete001 » Tue Jun 04, 2024 1:44 pm

Paul Waine wrote:
Tue Jun 04, 2024 10:28 am
Pete, on page 2 of the Annual Report and Financial Statements the Directors state, "the principal risk to the group is the possibility of the football club's relegation..." "This would result in a reduction in the club's turnover and would bring forward debt reduction measures on external borrowings."

On page 4 the directors address Going Concern, including "The directors are aware of uncertainties involving player trading , which are referenced in the audit report and Note 2.4 titled Going Concern." They go on to state "The directors have considered the financial stability of the group for the next 12 months from the date of signing these financial statements. They have assessed financial performance and are satisfied that it will have sufficient resources available to be able to meet its obligations as they become due and therefore remain confident it will continue to be a going concern."

Let's then look at what BDO say in the Independent Auditor's Report (page 8).

"In our opinion
  • the financial statements give a true and fair view of the state of the Group's ... affairs as at 31st July 2023...
    the financial statements have been properly prepared..."
Under the paragraph headed "Material Uncertainty Related to Going Concern" BDO state:

We draw attention to note 2.4 to the financial statements concerning the company's ability to continue as a going concern. Should the forecasts, which include receipts from player trading, continuation of external facilities, receipts of factored receivables and operating cost reductions, prepared by the board not be realised, the company would need to find further sources of funding in order to bridge its cash flow position until appropriate player transactions are fulfilled. As stated in note 2.4 these events or conditions indicate that a material uncertainty exists which may cast significant doubt about the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter."


"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."

Note 2.4 Going Concern is on page 20 of the Annual Report and Financial Statements.

Pete, I don't find anywhere in the accounts where the auditors have used the word "warning" or "warn." They've correctly, in accordance with International Auditing Standards drawn attention to the "material uncertainty." They've also said that the accounts have been correctly prepared using the going concern accounting basis and that their "opinion is not modified in respect of" the material uncertainty.

The answer to the rest of your comments are quoted directly from the Annual Report and Financial Statements.
I've moved this debate onto here.

In my view, the Directors are hardly likely to say 'the principal risk to the group is the possibility of the football club's relegation'...(because we have loaded the club with debt). Or anything other than what they have said...

And the Auditors cannot say anything other than 'the accounts have been correctly prepared using the going concern accounting basis and that their "opinion is not modified in respect of" the material uncertainty' because a material uncertainty isn't a comment on how the accounts have been prepared. And the period in question is not covered by the scope of the audit.

Clearly, the club could sell a lot of playing assets, which would satisfy the auditors but it has an impact upon the quality of the players at the club not least their attitude to selling players and the subsequent negotiations, which was the subject matter of the thread where this debate began.

You either think the material uncertainty has some meaning or you don't...! If you think it is simply just one of those things that is put there because of relegation then so be it. I am going to counter with (amended as advised):

The crux of it is that the other 2 relegated teams and Forest have not had a material uncertainty on their accounts. Everton who the auditors say themselves were relatively unlikely to be relegated have had it. The inference therefore is that what differentiates the five clubs mentioned above is not relegation per se but a weak cash position when faced with relegation.

I don't see how else you can interpret it.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by GetIntoEm » Tue Jun 04, 2024 1:48 pm

auditors can report and give their opinion in different ways, i'd not take a direct comparison

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by ClaretPete001 » Tue Jun 04, 2024 3:42 pm

GetIntoEm wrote:
Tue Jun 04, 2024 1:48 pm
auditors can report and give their opinion in different ways, i'd not take a direct comparison
Do you reckon that is what the auditors said to Alan Pace when they gave him a big bill? 'Don't worry old boy it's just our opinion!' See you next year....maybe!

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by GetIntoEm » Tue Jun 04, 2024 3:51 pm

ClaretPete001 wrote:
Tue Jun 04, 2024 3:42 pm
Do you reckon that is what the auditors said to Alan Pace when they gave him a big bill? 'Don't worry old boy it's just our opinion!' See you next year....maybe!
Well yes, probably. What do you expect went on in your fantasy scenario?

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by ClaretPete001 » Tue Jun 04, 2024 5:12 pm

GetIntoEm wrote:
Tue Jun 04, 2024 3:51 pm
Well yes, probably. What do you expect went on in your fantasy scenario?
Luton went up with £32 million worth of creditors not £233 million and spent Eur26 million not over a Eur100 million. And didn't spend more than £5 million on a single player. They are likely in a far stronger position financial now than when they went up.

It's not a matter of opinion.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Paul Waine » Tue Jun 04, 2024 5:32 pm

ClaretPete001 wrote:
Tue Jun 04, 2024 1:44 pm
I've moved this debate onto here.

In my view, the Directors are hardly likely to say 'the principal risk to the group is the possibility of the football club's relegation'...(because we have loaded the club with debt). Or anything other than what they have said...

And the Auditors cannot say anything other than 'the accounts have been correctly prepared using the going concern accounting basis and that their "opinion is not modified in respect of" the material uncertainty' because a material uncertainty isn't a comment on how the accounts have been prepared. And the period in question is not covered by the scope of the audit.

Clearly, the club could sell a lot of playing assets, which would satisfy the auditors but it has an impact upon the quality of the players at the club not least their attitude to selling players and the subsequent negotiations, which was the subject matter of the thread where this debate began.

You either think the material uncertainty has some meaning or you don't...! If you think it is simply just one of those things that is put there because of relegation then so be it. I am going to counter with (amended as advised):

The crux of it is that the other 2 relegated teams and Forest have not had a material uncertainty on their accounts. Everton who the auditors say themselves were relatively unlikely to be relegated have had it. The inference therefore is that what differentiates the five clubs mentioned above is not relegation per se but a weak cash position when faced with relegation.

I don't see how else you can interpret it.
Pete, great idea moving the debate.

Quite right, the directors did say "the principal risk to the group is the possibility of the football club's relegation" The financial status of the club is reported in the club's accounts. That's the starting point for all comments. They also go on to say "relegation will result in a reduction in the club's turnover and would bring forward debt reduction measures on external borrowings."

Note 2.4, Going Concern, on page 20 is comprehensive. It references the steps the club would take to reduce cost base and borrowings to "a level more sustainable for a Championship club." Note 2.4 concludes by stating that "the directors have considered the financial stability of the group for the next 12 months from the date of signing these financial statements. They have assessed financial performance and are satisfied that it will have sufficient resources available to be able to meet its obligations as they become due and therefore remain confident it will continue to be a going concern."

I've highlighted in bold your suggestion about what the auditors might or might not say, including your suggestion that a material uncertainty isn't a comment on how the accounts have been prepared, plus your suggestion that the period in question is not covered by the scope of the audit.

I recommend you read the second paragraph of BDO's "Opinion on the financial statements" - page 8 - and take note of what BDO states is in the scope of the audit. It includes "notes to the financial statements, including a summary of significant accounting policies." Everything that the directors say about going concern and material uncertainty, including the cash flow projections for the 12 months from December 2023 to December 2024 are in the scope of the audit.

If BDO disagreed with going concern they are required to say so - they didn't. If BDO didn't agree that the accounts present a true and fair view they are required to say so and qualify their audit opinion accordingly - they didn't.

Perhaps you are unclear why the 12 months from the date the accounts were signed off is mentioned in the financial statements. Accounting standards require the directors to consider the potential impact of events for the 12 months period after the accounts have been signed to support their decision to present the accounts using going concern. International Auditing Standards also require auditors to consider the projections the directors prepare for this period. Thus the accounts are presented for the financial year from 1st August 2022 to 31st July 2023, plus with knowledge through the internal management accounts for the period from 1st August 2023 until the accounts were signed on 19th December 2023, plus the 12 months cash flow projections ending on 19th December 2024.

Again, BDO have reviewed the directors' cash flow projections, these projections are within the scope of BDO's audit. BDO have mentioned, just like the directors did, the material uncertainty and have issued their audit opinion in the full knowledge of and including these cash flow projections.

What do I think of the material uncertainty? I welcome both the directors mention of the material uncertainty as well as the auditors opinion in the audit report. If I'd been preparing BFC's accounts on behalf of the directors, or if I'd been representing BDO as their auditor, I'd have done exactly the same as has been done. (I was both an accountant and an auditor at different stages in my career). Pretending that something doesn't exist doesn't address the issue. Recognising the importance of meeting obligations as they become due is the first step in managing those obligations.

The club is now almost half way through the 12 months cashflow project period. I expect the the new financing agreement with MGG Lux entered into in Jan 2024 addressed a significant amount of the "debt reduction measures on external borrowings." We should also assume that Vincent Kompany joining Bayern Munich and the associated compensation to BFC is a positive for the club's cash flows.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Paul Waine » Tue Jun 04, 2024 5:35 pm

ClaretPete001 wrote:
Tue Jun 04, 2024 3:42 pm
Do you reckon that is what the auditors said to Alan Pace when they gave him a big bill? 'Don't worry old boy it's just our opinion!' See you next year....maybe!
Have you looked at Note 8 Auditor's Remuneration - page 30. The 2022 and 2023 figures are not "big bills."

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by GetIntoEm » Tue Jun 04, 2024 5:48 pm

ClaretPete001 wrote:
Tue Jun 04, 2024 5:12 pm
Luton went up with £32 million worth of creditors not £233 million and spent Eur26 million not over a Eur100 million. And didn't spend more than £5 million on a single player. They are likely in a far stronger position financial now than when they went up.

It's not a matter of opinion.
Luton also get less revenue, less saleable assets, less valuable club.

It's not a matter of opinion. That's like comparing Dixy Chicken to KFC

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by randomclaret2 » Tue Jun 04, 2024 5:55 pm

GetIntoEm wrote:
Tue Jun 04, 2024 5:48 pm
Luton also get less revenue, less saleable assets, less valuable club.

It's not a matter of opinion. That's like comparing Dixy Chicken to KFC
Let's hope we're not completely plucked..
🐓

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by bfcjg » Tue Jun 04, 2024 6:57 pm

Out of curiosity does anyone know what Farnell/Elkashashy are up to these days ?

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Swizzlestick » Tue Jun 04, 2024 6:58 pm

bfcjg wrote:
Tue Jun 04, 2024 6:57 pm
Out of curiosity does anyone know what Farnell/Elkashashy are up to these days ?
Gone to Bayern.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Swizzlestick » Thu Jun 20, 2024 3:00 pm

Three charges were satisfied today by Macquarie Bank. Only very quickly read, but one in relation to the drawdown in funds against the transfer fee received for Chris Wood, one in relation to funds drawn down against monies received from the PL and one in relation to debenture on the Turf.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Thu Jun 20, 2024 4:34 pm

Swizzlestick wrote:
Thu Jun 20, 2024 3:00 pm
Three charges were satisfied today by Macquarie Bank. Only very quickly read, but one in relation to the drawdown in funds against the transfer fee received for Chris Wood, one in relation to funds drawn down against monies received from the PL and one in relation to debenture on the Turf.
Sounds like good news?

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Paul Waine » Thu Jun 20, 2024 4:58 pm

Swizzlestick wrote:
Thu Jun 20, 2024 3:00 pm
Three charges were satisfied today by Macquarie Bank. Only very quickly read, but one in relation to the drawdown in funds against the transfer fee received for Chris Wood, one in relation to funds drawn down against monies received from the PL and one in relation to debenture on the Turf.
Chris Wood charge - Newcastle were due to pay the second instalment of £12,500,000 on 1st February 2023. We can be certain that NUFC did this. (Transfer bans and other sanctions apply if transfer obligations aren't paid).

The other 2 charges/debenture ("security assignment over receivables" and "debenture" over land) both apply to Facility Agreement executed with Macquarie June 2023.

As Mgg Lux charge was recorded 5 January 2024 - plus, of course, the very late filing of the satisfaction of the Chris Wood charge - I'm pretty confident that the Macquarie facility agreement was replaced by Mgg Lux borrowings at the beginning of January this year.

It just shows, there's no hurry in recording satisfaction of charges if you are in control of your cashflow.

UTC

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Thu Jun 20, 2024 6:20 pm

Swizzlestick wrote:
Thu Jun 20, 2024 3:00 pm
Three charges were satisfied today by Macquarie Bank. Only very quickly read, but one in relation to the drawdown in funds against the transfer fee received for Chris Wood, one in relation to funds drawn down against monies received from the PL and one in relation to debenture on the Turf.
the thing I have noted about these, is that I had previously stated a belief that the factoring of Premier League Income included year two and year three payments (parachute payments) with the relevant charge now listed as satisfied, we can now say that belief was incorrect and parachute payments should be paid to the club in full - which I consider to be good news
This user liked this post: NewClaret

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Paul Waine » Thu Jun 20, 2024 7:17 pm

Chester Perry wrote:
Thu Jun 20, 2024 6:20 pm
the thing I have noted about these, is that I had previously stated a belief that the factoring of Premier League Income included year two and year three payments (parachute payments) with the relevant charge now listed as satisfied, we can now say that belief was incorrect and parachute payments should be paid to the club in full - which I consider to be good news
Hi CP, there's a different way to look at things. June 2023 BFC set up facility agreement with Macquarie secured against Premier League tv money, including parachute payments in the event of relegation. December 2023, the club's season isn't going well and it very much looks like relegation will happen. BFCHL prepares accounts for period end 31st July 2023 and, as it must always do, prepares the going concern cashflow forecasts. The auditors, also as they must do, review these and, again as they must do, prepare their "material uncertainty" statement. The club's accounts are signed a few days before Christmas. Early January 2024, BFCHL execute a new finance agreement with Mgg Lux - we only know of this new agreement because the charge is registered at Companies House.

We can conclude that BFC took action in December 2023 to negotiate new financing agreement with Mgg Lux which allows the repayment of all money borrowed from Macquarie - and that the Mgg Lux agreement doesn't require any accelerated repayments following relegation in May 2024.

We can also conclude that the going concern material uncertainty was dealt with by replacing the Macquarie borrowings with the Mgg Lux borrowings. However, I don't think we can go so far to say that Mgg Lux don't have similar security charges over the parachute payments the club will receive for 2024/25 season and perhaps beyond.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Thu Jun 20, 2024 10:07 pm

Paul Waine wrote:
Thu Jun 20, 2024 7:17 pm
Hi CP, there's a different way to look at things. June 2023 BFC set up facility agreement with Macquarie secured against Premier League tv money, including parachute payments in the event of relegation. December 2023, the club's season isn't going well and it very much looks like relegation will happen. BFCHL prepares accounts for period end 31st July 2023 and, as it must always do, prepares the going concern cashflow forecasts. The auditors, also as they must do, review these and, again as they must do, prepare their "material uncertainty" statement. The club's accounts are signed a few days before Christmas. Early January 2024, BFCHL execute a new finance agreement with Mgg Lux - we only know of this new agreement because the charge is registered at Companies House.

We can conclude that BFC took action in December 2023 to negotiate new financing agreement with Mgg Lux which allows the repayment of all money borrowed from Macquarie - and that the Mgg Lux agreement doesn't require any accelerated repayments following relegation in May 2024.

We can also conclude that the going concern material uncertainty was dealt with by replacing the Macquarie borrowings with the Mgg Lux borrowings. However, I don't think we can go so far to say that Mgg Lux don't have similar security charges over the parachute payments the club will receive for 2024/25 season and perhaps beyond.
I hadn't ruled any of that out in practice

What we do know is that MGG have not taken over Macquarie's factored Premier League payments on a like for like basis - the Macquarie deal saw scheduled payments deposited with them directly from the Premier League, which is only possible under Premier League rules with a registered UK bank.

The paying off of that early under the MGG deal ties in with what I have previously stated about MGG which is that they only operate in situations where they are sole creditor. MGG may have a greed a deal for that element where the club forward the scheduled amount upon receipt from the Premier League or (possibly more likely just incorporated the sum to the loan value. Of course the questions that remain unanswered are:
- how much have the club borrowed from MGG
- over what period
- at what interest rate
- with what (if any) accelerated repayments for periods outside the Premier League.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Thu Jun 20, 2024 10:10 pm

Will we ever know the answer to those questions? I’m guessing not.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by ClaretPete001 » Thu Jun 20, 2024 10:30 pm

Paul Waine wrote:
Thu Jun 20, 2024 4:58 pm
It just shows, there's no hurry in recording satisfaction of charges if you are in control of your cashflow.
Hi Paul what do you mean by this .....?

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by ClaretPete001 » Thu Jun 20, 2024 10:38 pm

Paul Waine wrote:
Thu Jun 20, 2024 7:17 pm
Hi CP, there's a different way to look at things. June 2023 BFC set up facility agreement with Macquarie secured against Premier League tv money, including parachute payments in the event of relegation. December 2023, the club's season isn't going well and it very much looks like relegation will happen. BFCHL prepares accounts for period end 31st July 2023 and, as it must always do, prepares the going concern cashflow forecasts. The auditors, also as they must do, review these and, again as they must do, prepare their "material uncertainty" statement. The club's accounts are signed a few days before Christmas. Early January 2024, BFCHL execute a new finance agreement with Mgg Lux - we only know of this new agreement because the charge is registered at Companies House.

We can conclude that BFC took action in December 2023 to negotiate new financing agreement with Mgg Lux which allows the repayment of all money borrowed from Macquarie - and that the Mgg Lux agreement doesn't require any accelerated repayments following relegation in May 2024.

We can also conclude that the going concern material uncertainty was dealt with by replacing the Macquarie borrowings with the Mgg Lux borrowings. However, I don't think we can go so far to say that Mgg Lux don't have similar security charges over the parachute payments the club will receive for 2024/25 season and perhaps beyond.
I'm not sure you can conclude that the going concern material uncertainty was dealt with by replacing the Macquarie borrowings with the Mgg Lux borrowings tbh without having a much more detailed picture of what is going on.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Paul Waine » Thu Jun 20, 2024 11:47 pm

ClaretPete001 wrote:
Thu Jun 20, 2024 10:30 pm
Hi Paul what do you mean by this .....?
Hi Pete, let me help you work things out.

Take a look at the agreement between BFC and Macquarie. Read what it says about the money due from NUFC for the transfer of Chris Wood. Look at the amount of the payment due from NUFC. Look at the date specified for NUFC to make that payment. Cast your mind back, if you wish, to the discussions on the release clause in Chris Wood contract with BFC. Think about the sanctions that would have applied to NUFC if they had failed to settle an amount due on a transfer agreement. Then look at the date the Macquarie charge for this "factoring" agreement is recorded as satisfied at Companies House. Is that date in February 2023 or a later date? So, last step, ask yourself why there is more than 16 months between the two dates.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Paul Waine » Thu Jun 20, 2024 11:55 pm

ClaretPete001 wrote:
Thu Jun 20, 2024 10:38 pm
I'm not sure you can conclude that the going concern material uncertainty was dealt with by replacing the Macquarie borrowings with the Mgg Lux borrowings tbh without having a much more detailed picture of what is going on.
OK. Step by step again...

When was Mgg Lux financing set up? When did BFC directors and BDO sign off on BFC's accounts? Why would BFC repay Macquarie and replace with Mgg Lux? Did BFC need to do it then, or could they have waited until May 2024 on confirmation that BFC had been relegated? If they didn't need to do it in January 2024, why did they do it then?

Clue, new finance agreements will always, in one way or another, resolve issues with any existing finance agreement (or, if this was the case for another entity, that they didn't have a financing agreement).

I'm prepared to wait until we see BFC's next set of accounts. Of course, we can't rule out further changes before then, but if there are no changes and the Mgg Lux borrowings are referenced in BFC's accounts we see the details one way or another.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by dsr » Fri Jun 21, 2024 12:00 am

The going concern uncertainty was specific. The board had told the auditor that if we got relegated, we would have to sell players to make up for the shortfall in income, and if we didn't raise enough by selling players, we would get the cash from somewhere else.

I don't know if they indicated where "somewhere else" was, but if they did, it wasn't clear enough to satisfy the auditor.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by RVclaret » Fri Jun 21, 2024 6:47 am

dsr wrote:
Fri Jun 21, 2024 12:00 am
The going concern uncertainty was specific. The board had told the auditor that if we got relegated, we would have to sell players to make up for the shortfall in income, and if we didn't raise enough by selling players, we would get the cash from somewhere else.

I don't know if they indicated where "somewhere else" was, but if they did, it wasn't clear enough to satisfy the auditor.
Auditors hadn’t seen the newly structured MGG loan at that point though. *IF* there is more flexibility with the repayment schedule & *IF* there is no (or a reduced amount perhaps) forced early repayment penalty for relegation then their opinion would likely have been different. This is all possibly why Kompany was adamant (there was one specific press conference) we weren’t in the same position as upon the last relegation (he said it was a more ‘simple’ situation’) and the need to sell players wasn’t as intense.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Wokingclaret » Fri Jun 21, 2024 4:15 pm

RVclaret wrote:
Fri Jun 21, 2024 6:47 am
Auditors hadn’t seen the newly structured MGG loan at that point though. *IF* there is more flexibility with the repayment schedule & *IF* there is no (or a reduced amount perhaps) forced early repayment penalty for relegation then their opinion would likely have been different. This is all possibly why Kompany was adamant (there was one specific press conference) we weren’t in the same position as upon the last relegation (he said it was a more ‘simple’ situation’) and the need to sell players wasn’t as intense.
Or he knew millions of compo was coming our way :lol:

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by boyyanno » Fri Jun 21, 2024 4:47 pm

dsr wrote:
Fri Jun 21, 2024 12:00 am
The going concern uncertainty was specific. The board had told the auditor that if we got relegated, we would have to sell players to make up for the shortfall in income, and if we didn't raise enough by selling players, we would get the cash from somewhere else.

I don't know if they indicated where "somewhere else" was, but if they did, it wasn't clear enough to satisfy the auditor.
Agreed.

I've seen this argued or attempted to be mitigated to some extent but that's exactly the case.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by aggi » Fri Jun 21, 2024 5:36 pm

Paul Waine wrote:
Thu Jun 20, 2024 7:17 pm
Hi CP, there's a different way to look at things. June 2023 BFC set up facility agreement with Macquarie secured against Premier League tv money, including parachute payments in the event of relegation. December 2023, the club's season isn't going well and it very much looks like relegation will happen. BFCHL prepares accounts for period end 31st July 2023 and, as it must always do, prepares the going concern cashflow forecasts. The auditors, also as they must do, review these and, again as they must do, prepare their "material uncertainty" statement. The club's accounts are signed a few days before Christmas. Early January 2024, BFCHL execute a new finance agreement with Mgg Lux - we only know of this new agreement because the charge is registered at Companies House.

We can conclude that BFC took action in December 2023 to negotiate new financing agreement with Mgg Lux which allows the repayment of all money borrowed from Macquarie - and that the Mgg Lux agreement doesn't require any accelerated repayments following relegation in May 2024.

We can also conclude that the going concern material uncertainty was dealt with by replacing the Macquarie borrowings with the Mgg Lux borrowings. However, I don't think we can go so far to say that Mgg Lux don't have similar security charges over the parachute payments the club will receive for 2024/25 season and perhaps beyond.
This is a big leap of faith. The obvious question is why didn't the club sit on the accounts for another month and then have them filed without a damaging Material Uncertainty caveat. Relegation is still likely to pose challenges when we are heavily financed.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by aggi » Fri Jun 21, 2024 5:37 pm

dsr wrote:
Fri Jun 21, 2024 12:00 am
The going concern uncertainty was specific. The board had told the auditor that if we got relegated, we would have to sell players to make up for the shortfall in income, and if we didn't raise enough by selling players, we would get the cash from somewhere else.

I don't know if they indicated where "somewhere else" was, but if they did, it wasn't clear enough to satisfy the auditor.
It didn't. It referenced a variety of areas of which player trading was only one.
Screenshot 2024-06-21 172914.jpg
Screenshot 2024-06-21 172914.jpg (57.96 KiB) Viewed 3075 times

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by ClaretPete001 » Sun Jun 23, 2024 12:31 am

Paul Waine wrote:
Thu Jun 20, 2024 11:55 pm
OK. Step by step again...

When was Mgg Lux financing set up? When did BFC directors and BDO sign off on BFC's accounts? Why would BFC repay Macquarie and replace with Mgg Lux? Did BFC need to do it then, or could they have waited until May 2024 on confirmation that BFC had been relegated? If they didn't need to do it in January 2024, why did they do it then?

Clue, new finance agreements will always, in one way or another, resolve issues with any existing finance agreement (or, if this was the case for another entity, that they didn't have a financing agreement).

I'm prepared to wait until we see BFC's next set of accounts. Of course, we can't rule out further changes before then, but if there are no changes and the Mgg Lux borrowings are referenced in BFC's accounts we see the details one way or another.
You said:

It just shows, there's no hurry in recording satisfaction of charges if you are in control of your cashflow.

I think it highly unlikely that the club would allow the auditors to sign off a set of accounts with a material uncertainty if the club was (a) in control of its cashflow and/or (b) the club had a deal in the offing to resolve the cashflow issue.

I think it highly unlikely that the Directors would present the auditors with cashflow statements if they had a deal in the offing or the potential of additional finance and not included those in the cashflow. And I'm not sure that the timing of the recording of satisfaction charges is any way relevant to cashflow.

Again I would say that the conjecture on here goes way beyond what can be concluded from what we can reliably know.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by ClaretPete001 » Sun Jun 23, 2024 12:34 am

aggi wrote:
Fri Jun 21, 2024 5:36 pm
This is a big leap of faith. The obvious question is why didn't the club sit on the accounts for another month and then have them filed without a damaging Material Uncertainty caveat. Relegation is still likely to pose challenges when we are heavily financed.
They wouldn't have needed to sit on them. They would just have needed to include them in the cashflow reports prepared for the auditors.

My guess is that they are just doing what Finance people do playing around with finance, which might give some gain but nothing material enough to satisfy the auditors.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by ClaretPete001 » Sun Jun 23, 2024 12:45 am

aggi wrote:
Fri Jun 21, 2024 5:37 pm
It didn't. It referenced a variety of areas of which player trading was only one.

Screenshot 2024-06-21 172914.jpg
As with a lot of auditors reports the wording seems to be quite careless but the passage you refer to makes reference to a number of issues in the cashflow but specifies only one thing as the resolution to the issues in the cashflow: 'player trading' .

So, the way I read it it is quite specific; the material issue is player trading. And it is the auditors inability to clearly see that the player trading will be completed quickly enough that is the material issue, which is a concern in itself because we are only talking about a couple of months in the summer.

Of course, the VK money will now mitigate that and it's quite possible that the auditors did not mean quite what they have written.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Paul Waine » Sun Jun 23, 2024 8:58 am

aggi wrote:
Fri Jun 21, 2024 5:36 pm
This is a big leap of faith. The obvious question is why didn't the club sit on the accounts for another month and then have them filed without a damaging Material Uncertainty caveat. Relegation is still likely to pose challenges when we are heavily financed.
Didn't the Premier League want all club accounts by 31st Dec?

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by aggi » Sun Jun 23, 2024 9:16 am

ClaretPete001 wrote:
Sun Jun 23, 2024 12:34 am
They wouldn't have needed to sit on them. They would just have needed to include them in the cashflow reports prepared for the auditors.

My guess is that they are just doing what Finance people do playing around with finance, which might give some gain but nothing material enough to satisfy the auditors.
Speaking as an auditor I'd want more than someone just saying it could be refinanced like this. If not signed off you'd want something suggesting it was very close to being signed off and wouldn't fall through.
ClaretPete001 wrote:
Sun Jun 23, 2024 12:45 am

As with a lot of auditors reports the wording seems to be quite careless but the passage you refer to makes reference to a number of issues in the cashflow but specifies only one thing as the resolution to the issues in the cashflow: 'player trading' .

So, the way I read it it is quite specific; the material issue is player trading. And it is the auditors inability to clearly see that the player trading will be completed quickly enough that is the material issue, which is a concern in itself because we are only talking about a couple of months in the summer.

Of course, the VK money will now mitigate that and it's quite possible that the auditors did not mean quite what they have written.
It also talks about facilities continuing and cutting costs prior to that step.
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Re: ALK Capital or Farnell/Elkashashy takeover

Post by aggi » Sun Jun 23, 2024 9:17 am

Paul Waine wrote:
Sun Jun 23, 2024 8:58 am
Didn't the Premier League want all club accounts by 31st Dec?
Other clubs signed off in January. Everton being one and you'd assume the Premier League were very keen on getting their accounts.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Paul Waine » Sun Jun 23, 2024 10:22 am

aggi wrote:
Sun Jun 23, 2024 9:17 am
Other clubs signed off in January. Everton being one and you'd assume the Premier League were very keen on getting their accounts.
I've looked at the Premier League Rules for 2023/24. Rule E.3 required club accounts to be submitted by 1st March.

Yes, I can't explain why so many club's rushed to publish much earlier.

I guess the club - and the same for other clubs - just wanted the fans to have something else to ponder over...

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Paul Waine » Sun Jun 23, 2024 10:31 am

ClaretPete001 wrote:
Sun Jun 23, 2024 12:45 am
As with a lot of auditors reports the wording seems to be quite careless but the passage you refer to makes reference to a number of issues in the cashflow but specifies only one thing as the resolution to the issues in the cashflow: 'player trading' .

So, the way I read it it is quite specific; the material issue is player trading. And it is the auditors inability to clearly see that the player trading will be completed quickly enough that is the material issue, which is a concern in itself because we are only talking about a couple of months in the summer.

Of course, the VK money will now mitigate that and it's quite possible that the auditors did not mean quite what they have written.
Pete, the last thing that can be said about auditors' reports are that "the wording seems to be quite careless." The wording of audit reports are specified in the Auditing Standards. It is very important, in the big scheme of things, that audit reports are unambiguous and that their message is clear.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Paul Waine » Sun Jun 23, 2024 10:47 am

ClaretPete001 wrote:
Sun Jun 23, 2024 12:31 am
You said:

It just shows, there's no hurry in recording satisfaction of charges if you are in control of your cashflow.

I think it highly unlikely that the club would allow the auditors to sign off a set of accounts with a material uncertainty if the club was (a) in control of its cashflow and/or (b) the club had a deal in the offing to resolve the cashflow issue.

I think it highly unlikely that the Directors would present the auditors with cashflow statements if they had a deal in the offing or the potential of additional finance and not included those in the cashflow. And I'm not sure that the timing of the recording of satisfaction charges is any way relevant to cashflow.

Again I would say that the conjecture on here goes way beyond what can be concluded from what we can reliably know.
I agree that the time of recording of satisfaction of charges is not in any way relevant to cashflow. Both the club and the auditor have full access to all the club's financial information. They will know if the subject of any charge has already been satisfied, without needing to look at Companies House filings. Of course, no money moves when the satisfaction of a charge is recorded. The dates for the Chris Wood transaction demonstrate this very very clearly.

Auditors never sign-off a set of accounts until the Board have approved the accounts and a Director (approved by the Board) has signed them off.

Of course, the Board know exactly the wording of the auditor's report before they approve the accounts. The auditor will also be present at the Board meeting when the accounts are approved.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by ClaretPete001 » Sun Jun 23, 2024 3:38 pm

aggi wrote:
Sun Jun 23, 2024 9:16 am
Speaking as an auditor I'd want more than someone just saying it could be refinanced like this. If not signed off you'd want something suggesting it was very close to being signed off and wouldn't fall through.



It also talks about facilities continuing and cutting costs prior to that step.
It was signed off a matter of weeks later. And the context of this discussion is Paul's seeming assertion that somehow the signing of the deal in January suggests the club is in control of it's cashflow.

It doesn't talk about 'facilities continuing' and 'cutting costs' as things in themselves but as part of the cashflow being prepared. It does not say there is another step after the cashflow and prior to players sales.

What the auditors appear to be saying is that 'If the cashflow does not come to fruition the club will have to seek external funding until player sales are realised'.

It makes little sense as a coherent piece of prose but I agree with DSR that it seems to me to infer that it is player sales that are the single issue of contention and more specifically the timing of the players sales, which the auditors do not think is certain and therefore is the single material reason for the uncertainty.

The other issues are cited simply as examples of things included in the cash flow. I cannot really see any other interpretation of that passage.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Paul Waine » Sun Jun 23, 2024 4:44 pm

ClaretPete001 wrote:
Sun Jun 23, 2024 3:38 pm
It was signed off a matter of weeks later. And the context of this discussion is Paul's seeming assertion that somehow the signing of the deal in January suggests the club is in control of it's cashflow.

It doesn't talk about 'facilities continuing' and 'cutting costs' as things in themselves but as part of the cashflow being prepared. It does not say there is another step after the cashflow and prior to players sales.

What the auditors appear to be saying is that 'If the cashflow does not come to fruition the club will have to seek external funding until player sales are realised'.

It makes little sense as a coherent piece of prose but I agree with DSR that it seems to me to infer that it is player sales that are the single issue of contention and more specifically the timing of the players sales, which the auditors do not think is certain and therefore is the single material reason for the uncertainty.

The other issues are cited simply as examples of things included in the cash flow. I cannot really see any other interpretation of that passage.
Pete,

1) It is possible to negotiate, agree and execute finance deals in a matter of days. Anyone with a little corporate banking/investment banking experience would expect to do this.

2) What I'm "asserting" (I'll use your word, if you like) is that BFC directors are in control of the club's cashflows.

Macquarie loan facility has capital repayment terms in the event of relegation. BFC not having a good season in Premier League and (in December) there is risk of relegation. The club prepares 12 months cashflow forecast, Dec-2023 to Dec-2024, - i.e. extending 12 months from the date of signing off the accounts - as a normal part of preparing the 2022/23 accounts. The auditors prepare their "true and fair" audit opinion. The auditors also mention "material uncertainty" concerning cashflows as required by International Auditing Standards. Remember BDO state "Our opinion is not modified in respect of this matter."

Shortly after the club's accounts have been signed off, BFC execute a new finance arrangement with Mgg Lux, replacing the existing facility with Macquarie - "continuation of external facilities" is the second item on BDO's list of items included in the cashflow forecast "prepared by the board."

No club will know the value of player sales in future transfer windows. Will a number of clubs bid for X or Y? Will the club be able to sell players, R, S and T at a profit? So, there will always be uncertainty about the cash receipts from player sales.

However, there's very little subjectivity relating to a finance agreement. The size of the facility is known, the terms of the facility are known and the costs of the facility are known. So, take control and, if you are able to, negotiate a new facility agreement.

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