GFC Holdings Ltd restored to Companies Register | Page 7 | Vital Football

GFC Holdings Ltd restored to Companies Register

I'd be very concerned for the auditors as this would obviously be a material misstatement. I can't say 100% of my audits are squeaky clean as things get missed now and again but that would be one hell of a cock up.
Something is clearly not right with regard to the information filed. The consolidated accounts show a loan from Barclays of £9.05m, which is not on the books of either GFC Holdings that has a typical holding company balance sheet or Gillingham Football club Ltd, although the assets etc of GFC Ltd are the security for the loan. So, is there another mysterious company in the group?

In the Priestfield Developments Ltd [also a subsidiary of GFC Holdings] accounts for 2015, it clearly showed the long term loan of £9.05m but PDL was dissolved on 3/1/17 by voluntary application. So, the make up of the consolidated accounts for 2017 is unclear, at best; the floating charge on the business and assets of GFC Ltd against the loan by Barclays [to PDL] is still shown as outstanding as of to-day and yet it was reported that Scally said the club is debt-free. In addition to the Barclays loan, the legal charge on the loan from Three Directors Ltd [not a GFC Holdings subsidiary] is still shown as outstanding as of to-day.

If all loans have been discharged, you would have thought that removing the legal charges would be priority.
 
There is a big difference between removing the legal charge and removing the disclosure of it at Companies house. What you are seeing at Companies house isn’t the charge itself, it’s just a notification of the charge.

It’s actually very common for charges to be removed / satisfied, and for the companies house record not to be updated - this tends to get noticed the next time the company needs to enter into a charge at which stage the companies house record gets tidied up, it’s just a simple form to companies house. It’s not ideal but it happens.

Of course for audited accounts, the auditor would usually check this as part of their audit work - as they would usually reconcile individual accounts to the consolidated :)

But I still think it’s just an error and nothing to be concerned about.
 
There is a big difference between removing the legal charge and removing the disclosure of it at Companies house. What you are seeing at Companies house isn’t the charge itself, it’s just a notification of the charge.

It’s actually very common for charges to be removed / satisfied, and for the companies house record not to be updated - this tends to get noticed the next time the company needs to enter into a charge at which stage the companies house record gets tidied up, it’s just a simple form to companies house. It’s not ideal but it happens.

Of course for audited accounts, the auditor would usually check this as part of their audit work - as they would usually reconcile individual accounts to the consolidated :)

But I still think it’s just an error and nothing to be concerned about.
How do you account for the make up of the consolidated accounts, when one of the group companies had been dissolved? How can that simply be an error. Scally claimed the dissolution of GFC Holdings and GFC Ltd were simply errors despite receiving reminders and warnings from the authorities over a period of months.
 
Maybe but many are just living in blissful ignorance, including you, it seems.

If the auditors, who are qualified accountants with access to all the raw data that the accounts are based upon, see nothing to be concerned with then most people will accept their professional opinion. You seem to have issues based upon the fact you don't have the full picture and therefore assuming the missing information is the result of a cover up.
 
If the auditors, who are qualified accountants with access to all the raw data that the accounts are based upon, see nothing to be concerned with then most people will accept their professional opinion. You seem to have issues based upon the fact you don't have the full picture and therefore assuming the missing information is the result of a cover up.
I have never said that the missing information is the result of a cover up or any such thing. I have merely pointed out inconsistencies such as the consolidated accounts that record a long term liability relating to a company previously dissolved. Bear this in mind with Scally's statement that active companies being struck off was just a mistake and that there are no debts even though this is not shown at Companies House at this time. It's not a question of the full picture but the financial statements, as presented, and the apparent inconsistencies such as the disappearance of Priestfield Developments Ltd from the picture - not a significant post-balance sheet event?
 
'There is a big difference between removing the legal charge and removing the disclosure of it at Companies house. What you are seeing at Companies house isn’t the charge itself, it’s just a notification of the charge.

It’s actually very common for charges to be removed / satisfied, and for the companies house record not to be updated - this tends to get noticed the next time the company needs to enter into a charge at which stage the companies house record gets tidied up, it’s just a simple form to companies house. It’s not ideal but it happens.

Of course for audited accounts, the auditor would usually check this as part of their audit work - as they would usually reconcile individual accounts to the consolidated :)

But I still think it’s just an error and nothing to be concerned about. '


As a former FCA and Registered Auditor I totally agree DeadlyDerek

.I've often come across companies forgetting to update their record of removal or satisfaction of a charge. Much more likely a cock-up than anything sinister.

In any case Scally would have had to be really stupid to get rid of all debts and charges from Bank of Scotland but still have to pay the same to Barclays. And what would Barclays have done to end up with a one off payment of £9m quid ? A ridiculous £9m profit for doing nothing ?

Anyway up the Gills for a great weekend result.
I was at the Cambridge Folk festival and that was nice too.
 
Partly in view of the fact that somehow we've found a shed load (or even a warehouse load) of money to replace the pitch, and partly because I'd lost interest in this until recently, I thought I'd put my thoughts on the matter to the forum.

Firstly, with regard to the floating charge against GFC from Barclays - there is no evidence that this is against the £9.05m. If Barclays are the club's main bankers then it will be fairly standard practice to have a charge against the club to cover any overdraft facilities or short term financial arrangements that may be put in place. I believe that this is the purpose of the charge.

Everything else can only be commented on in relation to the 2017 accounts that were filed earlier this year which resulted in this thread being created. With that in mind ...

The £9.05m loan, previously on the books of PD, is now on the books of Holdings, not of GFC. GFC is not liable for the loan. As has been said, PS only owns 75% of GFC, but does own 100% of Holdings.

A the time when PD was struck off by voluntary arrangement (January 2017) I contributed to a thread on this board questioning where the £9.05m had gone, and it was the general consensus that it had at last been able to be written off. That is now evidently not the case.

However there is no charge registered against Holdings, so if that loan is secured by guarantee it logically will be a personal guarantee, not a company guarantee. And if it is a personal guarantee then the name of the guarantor is not recorded publicly. It’s also worth mentioning that the amount of bank loan interest paid in 2016-17 was reported as £66,059 in both GFC and Holdings’ accounts. As the £9.05m loan is not recorded in GFC accounts this leads me to believe that interest is not being paid on that loan. It’s recorded in GFC accounts that interest of £63,000 was paid to Three Directors for their loan, leaving £3,059 resulting from other activities, which is fair enough.

At 31st May 2017 PD no longer existed, and so surely could not be consolidated into Holdings' accounts. Although there may have been activity in PD's business during the year, the accounts are supposed to reflect the state of affairs at the time of the financial year end (31st May), and therefore on 31st May 2017, according to the accounts filed, the loan still existed.

So who is actually owed the £9.05m, who is prepared to continue to allow the debt to exist, but not charge interest on it?

As a further point, although Holdings is supposed to be a holding company, obviously some business has been transacted through the company in 2016-17. The only company that can be consolidated into the accounts for the year is GFC. However there are certain differences in the BS that I don’t understand how have arisen. In terms of income, the reported turnover in both sets of accounts is the same, but the cost of sales in GFC accounts is £5.374m compared to £5.509m in Holdings, so as a bottom line, Holdings’ nett income was -£132,457, compared to a profit of £2,084 for GFC. Could the difference be (probably legal) costs incurred in moving the loan to Holdings from PD? £135,000 seems a lot of money for that, but there again we don't have any information about the loan, other than its existence.

From all of the above you'll be acutely aware that I don't have the answers, but hopefully have made the matters surrounding the questions a bit more clear. We SHOULD see the 2018 accounts by the end of February 2019. Anyone prepared to run a sweepstake on when we'll actually get to see them?
 
Partly in view of the fact that somehow we've found a shed load (or even a warehouse load) of money to replace the pitch, and partly because I'd lost interest in this until recently, I thought I'd put my thoughts on the matter to the forum.

Firstly, with regard to the floating charge against GFC from Barclays - there is no evidence that this is against the £9.05m. If Barclays are the club's main bankers then it will be fairly standard practice to have a charge against the club to cover any overdraft facilities or short term financial arrangements that may be put in place. I believe that this is the purpose of the charge.

Everything else can only be commented on in relation to the 2017 accounts that were filed earlier this year which resulted in this thread being created. With that in mind ...

The £9.05m loan, previously on the books of PD, is now on the books of Holdings, not of GFC. GFC is not liable for the loan. As has been said, PS only owns 75% of GFC, but does own 100% of Holdings.

A the time when PD was struck off by voluntary arrangement (January 2017) I contributed to a thread on this board questioning where the £9.05m had gone, and it was the general consensus that it had at last been able to be written off. That is now evidently not the case.

However there is no charge registered against Holdings, so if that loan is secured by guarantee it logically will be a personal guarantee, not a company guarantee. And if it is a personal guarantee then the name of the guarantor is not recorded publicly. It’s also worth mentioning that the amount of bank loan interest paid in 2016-17 was reported as £66,059 in both GFC and Holdings’ accounts. As the £9.05m loan is not recorded in GFC accounts this leads me to believe that interest is not being paid on that loan. It’s recorded in GFC accounts that interest of £63,000 was paid to Three Directors for their loan, leaving £3,059 resulting from other activities, which is fair enough.

At 31st May 2017 PD no longer existed, and so surely could not be consolidated into Holdings' accounts. Although there may have been activity in PD's business during the year, the accounts are supposed to reflect the state of affairs at the time of the financial year end (31st May), and therefore on 31st May 2017, according to the accounts filed, the loan still existed.

So who is actually owed the £9.05m, who is prepared to continue to allow the debt to exist, but not charge interest on it?

As a further point, although Holdings is supposed to be a holding company, obviously some business has been transacted through the company in 2016-17. The only company that can be consolidated into the accounts for the year is GFC. However there are certain differences in the BS that I don’t understand how have arisen. In terms of income, the reported turnover in both sets of accounts is the same, but the cost of sales in GFC accounts is £5.374m compared to £5.509m in Holdings, so as a bottom line, Holdings’ nett income was -£132,457, compared to a profit of £2,084 for GFC. Could the difference be (probably legal) costs incurred in moving the loan to Holdings from PD? £135,000 seems a lot of money for that, but there again we don't have any information about the loan, other than its existence.

From all of the above you'll be acutely aware that I don't have the answers, but hopefully have made the matters surrounding the questions a bit more clear. We SHOULD see the 2018 accounts by the end of February 2019. Anyone prepared to run a sweepstake on when we'll actually get to see them?
Perhaps the answer will be in the next financial statements bearing in mind Scally said that the club was no longer in debt.

There was some sort of trickery going on; for instance, why put the holfding company into liquidation? Perhaps Scally got a wake up call when he realised the assets could have been considered bona vacantia ie belonging to the crown but, as we know, the crown doesn't assume liabilities - the liability in question was a huge charge on the assets by a big national bank. So, we'll just have to see what's in the next accounts.

In the meantime, Durham will assure us that all these funny goings on are just business.
 
the liability in question was a huge charge on the assets by a big national bank.

We don't actually know this. As I said, the charge is on GFC, the loan is in Holdings. It is possible that GFC is acting as guarantor for the loan, but there is no firm evidence of that. Furthermore, as Three Directors has a legal charge over the stadium in respect of their loan, that further reduces the asset value available to be given as a guarantee on other loans, and in any case is far short of the value of the loan.

Nevertheless I fully take the point that the overall debt of Holdings probably influenced decisions not to take any immediate action to recover the assets of Holdings when the company was struck off the register.

A further thought that has occurred to me is that although, in my opinion, the £9.05m loan is not secured by assets within the club, it must surely be guaranteed by someone as otherwise PS would simply have put PD into liquidation and wiped it out.

Ultimately this actually doesn't mean a great deal for GFC (the company). The accounts of Holdings show only a slightly worse situation in 2017 than they did when the last full accounts (2015) were made public, and the fact is that the debt is still not in GFC. The fact that it is in Holdings (100% owned by PS) rather than PD (now wound up, but until then 100% owned by PS) is neither here nor there. The fact of the matter is that we deceived ourselves into thinking that it had gone away, and I admit that I'm as guilty as anyone when it came to that.

With regard to PS's statement that the club was now debt free, I believe that statement was made in the current (2018-19) financial year, so the extent of veracity of that statement may not be known until the 2019 accounts are published, which should be by February 2020, and it will of course entirely depend on the Chairman's definition of debt. If I haven't succumbed to senile dementia by then I might resurrect this thread again.

As the great Bill Shankly once said "Football is a simple game made complicated by people who should know better". When it comes to the finances of football, it's that statement with a fanfare.
 
A further thought that has occurred to me is that although, in my opinion, the £9.05m loan is not secured by assets within the club, it must surely be guaranteed by someone as otherwise PS would simply have put PD into liquidation and wiped it out.
The loan is a fixed and floating charge against everything GFC other than the £1.8m
With regard to PS's statement that the club was now debt free, I believe that statement was made in the current (2018-19) financial year, so the extent of veracity of that statement may not be known until the 2019 accounts are published, which should be by February 2020,
I mentioned that but, if the club is debt-free according to a statement by PS, wouldn't it make sense to get the charge removed in support of his claim?

When you looked at GFC Holdings, did you review the company accounts as well as the consolidated accounts?
 
I'm not disputing that there's a charge, just whether it applies to the loan. If you owned a new Ferrari and lent it to someone would you agree to let them leave someone else's BMW 320 as security in case they didn't bring it back?

And yes, I agree that if the club were debt-free it would make sense to get the charge removed if it applied to the loan. But as I've said, I think it's there to cover any overdraft and other banking facilities provided to GFC, not to guarantee the loan. So even if the club (GFC) were debt free, Barclay's would still require the charge to cover the day to day facilities it provides. And it doesn't mean Holdings is debt free. A copy of the registration of the charge is attached, which only covers "monies due or to become due from the company" (my italics). It doesn't mention monies due from other companies.

With regard to the company / consolidated accounts in Holdings, yes, and that just created more mysteries as there are no figures for company creditors falling due after more than one year, whereas the group figure includes the loan. We know the loan isn't in GFC as the year end is the same date, so where is it? In these accounts there is no information as to which companies' accounts have been consolidated into the group statement. As a matter if interest, is it not a legal requirement to provide that information? It was provided before PD was closed, but not in these statements.
 

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Statement on page 8 of Holdings' Financial Statements for the year to 31st May 2017
"None of the group's activities were acquired or discontinued during the current year or previous year"

Priestfield Developments, which in previous financial statements was listed as a consolidated subsidiary in the accounts of Holdings, was dissolved on 3rd January 2017.

Grammatical errors aside, anyone care to comment?
 
I've said it earlier in the thread but it's a very poor set of financial statements.

Apologies, but thought that was in relation to the question of whether the £9m had been written off. This, to use your own words, is surely a "material misstatement", albeit perhaps one not as serious as including a £9m loan that actually wasn't there.
 
I'm not disputing that there's a charge, just whether it applies to the loan. If you owned a new Ferrari and lent it to someone would you agree to let them leave someone else's BMW 320 as security in case they didn't bring it back?
That depends whether it is a secured or unsecured loan.
And yes, I agree that if the club were debt-free it would make sense to get the charge removed if it applied to the loan. But as I've said, I think it's there to cover any overdraft and other banking facilities provided to GFC, not to guarantee the loan.
Not sure you're grasping this - the facility provided by Barclays may well be to allow overdrafts etc but the security is a floating charge on the assets and income of the club - you're on the wrong side of the balance sheet.
With regard to the company / consolidated accounts in Holdings, yes, and that just created more mysteries as there are no figures for company creditors falling due after more than one year, whereas the group figure includes the loan. We know the loan isn't in GFC as the year end is the same date, so where is it?
The loan of £9,050,000 is in the accounts of PD Ltd, which is why it's in the consolidated accounts of GFC Holdings Ltd. One assumes that either the loan is repaid and/or PD Ltd will be re-instated.

Nothing is particularly complicated but more will be revealed in the next accounts.
 
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A. Yeh, if it's secured you might not have your Ferrari, but at least you'll have a BMW 320 to ride about in.
B. But Barclays could only make a claim for payment against the security in the event of GFC Ltd. defaulting on any due payments to them. The £9.05m isn't on the books of GFC Ltd. (at least it wasn't at 21st May 2017) so they won't be able to make a claim if whoever's name the £9.05m is in defaults on repayment. And that's assuming that the £9.05m has been lent by Barclays. I'm not aware there's any firm evidence that that is the case. And while Barclays still provide day to day banking facilities they're not going to remove the charge.
C. The £9.05m loan was on the books of PD Ltd. until no later than 3rd January 2017. After that date it couldn't be because PD Ltd. was no longer a legal entity. The consolidated accounts are supposed to reflect the group accounts at 31st May 2017, at which time PD Ltd. no longer existed, so it couldn't have been on the books of PD Ltd. at 31st May 2017 as PD Ltd. didn't exist. I've purposely added Ltd. to the title as I suppose the possibility also exists that the loan has been transferred to the books of a private company (for example simply called Priestfield Developments) whose accounts are also consolidated into the accounts of Holdings but not named. It still makes a mockery of the statement "None of the group's activities were acquired or discontinued during the current year or previous year"