Sale and Leaseback: Good or Bad?

11 Jan 2020 | 9 comments

​It seems St Andrews is now owned by another BSH company and not the football club. But even this simple statement is shrouded with doubt and queries that are outlined in our post titled St Andrews Ownership

However, assuming the sale of St Andrews has happened – is this a good thing? Well it depends on your point of view, your priorities and the detail of the deal. What follows is a bit technical but read on if you want some information to help you make your own mind up.

Read more……..

Overview

Often a business will see the possibility of sale and leaseback deal as a contingency to resolve a cash flow emergency (when a loan/increasing borrowing is not possible) or  a way of creating extra short term cash flow for an investment that will improve profitability. If the cash freed up is used to settle liabilities or invested in a way that increases income (or reduces debt payments) that is higher than the lease payment – wise decision for the long term.  If income is not increased or increased by less than the lease payment – poor decision for the long term and can be seen as just putting off the inevitable insolvency. Hence from a business point of view sometimes a good thing sometimes a bad thing – for it to be good it requires successful planning and delivery of a long term financial/business plan.

The position at Blues

This is not so simple, it is complicated because it is not about generating cash per se but about making the accounts of one subsidiary company, the football club, better. The other subsidiary company, the stadium owner, is not governed by the EFL rules so does not need to worry that its accounts are not so good. The holding company (BSH) does not really care which company holds the assets and where profit and loss is made within its subsidiaries because all the subsidiary companies accounts are grouped together for the BSH accounts and so will be the same regardless of moving profits and assets around its subsidiaries

Short Term

It is fairly obvious that having a set of accounts that comply with EFL profit and sustainability regulations is imperative to avoid sanctions and points deductions. The sale can be seen as an accounting exercise that achieves the goal of having compliant accounts for year ended June 2019, The current EFL rules do not preclude ground sale and leaseback but EFL will get involved if they think the valuation of the ground is inflated or if the timing of the transaction is suspected to be outside the period of time the accounts cover.

Therefore, if you are sat in the football club board room with a set of accounts that would not be compliant, and you can make them compliant, it seems a no brainer to carry out this accounting exercise to bring the accounts into compliance and avoid sanction by the EFL. This then is a good thing and in the interests of the club. True in that moment, however it is a short term, once only solution to what may be an ongoing business issue.

Longer Term

This simple paper exercise has longer term consequences to be taken into account. It sets up a liability for the football club to pay the annual lease amount (rumoured to be £1.25M) out of the club accounts for the next 25 years. This is fine if the business can create the extra income each year to cover these amounts. In a loss making situation where the rules say the loss cannot exceed £13M per annum, the effect in future years is that the maximum loss on normal business before breaking the rules is £11.75M. That is, there is greater restriction on the finances for the next 25 years. This could still be a good thing, a price worth paying for averting a crisis, so long as the business profitability improves significantly in the next few years.

It should be noted that the business profitability also needs to improve significantly to be in a position to clear the holding company (BSH) loans.  This is a lot of business/ profitability improvement (maybe only achievable through promotion to the premier league). If this business transformation is achieved – GOOD, if the business transformation is not achieved then the club is overstretched financially and facing insolvency – VERY BAD.

Whilst BSH supports its subsidiaries, covering the losses until the business transformation is achieved then having St Andrews in a different company should not be an issue. However if the losses become unsustainable and/or BSH wants to recoup its investment, then selling the companies separately is a possibility leaving a football club without a ground. Selling the ground on to an outside party is also easier now it is separate from the club or BSH could sell the club and keep the income generating stadium company. All risks that are BAD from the football club long term perspective. (clubs like Coventry City and Charlton Athletic demonstrate this risk can become a reality)

Insolvency of the football club is more likely because it has lost its property asset that can be used as security in difficult times and now has an extra  long term financial (lease) liability – BAD. Also any acquisition of the football club by new owners has had another level of complexity added to what would already be complex deal.

Making your mind up

If you have managed to get through this ramble, then it may help you make up your own mind whether the sale of St Andrews is a good or a bad thing. For it to be a good thing then we need exceptional board level development of the business that builds on successes, plans for the long term and brings all elements of the club together to pull in the same direction. Unfortunately, the current BCFC directors have already shown by their past decisions they are not experienced enough to be capable of delivering this.

Final Reflection

The sale and leaseback agreement may or may not be written in a way that favours and protects the football club. It could have clauses that revert the ownership back to the club if certain events happen – such as administration, particular financial triggers or change in ownership or clauses that restrict the new owner to only act in the best interests of BCFC.

If the BCFC directors had been open/ consulted with fans last May, when Blues Trust raised the issue with them and requested meetings to discuss the issue, then fans concerns could have been addressed within the sale and leaseback contract.  Leaving fans contented that the sale of St Andrews was necessary, had safeguards for the football club and it would not have been a surprise to be concerned about. In short, major issues affecting the club need good communication and sometimes consultation – not secrecy that creates suspicion as to competency and motives.

Blues Trust has regularly requested the directors at BCFC to discuss how Structured Dialogue and meaningful fan engagement can be good for the club and avoid conflict with its stakeholders – the fanbase. The offer remains open.

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9 Comments

  1. Sausage n Egg

    Everything about how the club is run by these inept idiots disgusts me ….I dislike them and don’t trust them

    • Bill

      It makes sense for a profit making business to sell and lease back to raise funds for investment in manufacturing , for instance, when there is obvious potential for increased sales. The process itself increases everyday costs however. In the case of the Blues it increases day to day costs and is being used to increase profits on a one off basis which on the face of it is ‘selling off the family silver’.

  2. Ronnie

    It’s all about money, they don’t care about the club or its fans…
    They are ruining our beloved club.

    K. R. O fellow fans.
    F. R. O to the board.

  3. Linda Magner

    I feel very uneasy with these owners and all the secrecy involved.

    Does being a community asset of Value help us in the event of either being kicked out of our ground or potential redevelopment of the ground?

    These are business people and know how to maneouver finances to their own benefit.

    I understand the possible reason they have done it as a protection of FFP but even that is being investigated by the EFL.

    It’s a bit too late for anyone to do anything about these underhand owners.

    I still am not convinced that somewhere hiding in all these businesses that Carson Yeung will be found!

    #Moneylaudering

    I wish I could be convinced otherwise. Someone please do!!

    • Michael Knowles

      Thank you for the full appraisal. We all must remember the club is now owned by people/ organisations who have invested huge sums of money.
      Therefore they do have a perfect right to try and protect their position.
      However I continue to be surprised that they refuse to engage with supporters who are in it for the long term.
      We are friend not foe, in other words.
      I continue to ask that the Trust maintains its position of asking for dialogue – in a constructive manner.

  4. Peter Bates

    Once again the efl treat blues like rubbing rags but people must remember tta were passed by the efl as fit and proper so you must start thinking why were they passed as fit and proper

  5. Williammorgan

    On the other hand getting in a position where by we are able with a few quality players can kick on to glory it might be worth it ..in their position it must seem like the EFL have an axe to grind with them with this being a free country …hence the secrecy …but we have been in this position before with three players short of success with other owners and then they have bottled out ..I personally would like the Chinese to go for glory if that is what they intend …even if they are a bit green when it comes to football ..come onlive them a chance ..get in there bluenoses get behind them up the anti ,..get it in there brum ..SUPER BLUES …

  6. Jjblue

    To be fair bums on seatS would increase revenue and help with the financial situation. Just go and support the team and tell your friends.
    Somebody is making investment decisions to keep bcfc as a going concern, I think trust is needed at this time rather than scepticism as this just fuels fans anxieties, this is probably why The board didn’t make a fuss about it. We all love our club very much but just remember the club was saved from limbo and taken from a money laundering hair dresser by these guys so I’m sure they would like bcfc to become a success again as it’s in everyone’s best interest. KRO

  7. Gazal

    Uts fair to say the owners have made mistakes with their trust in advisors and consequently investments they have made on the back of ill advise, but they are demonstrating integrity and commitment to the club even if its just the £100m they have put in, although we all know its a lot more than just money they are putting in.
    There seems to be a perception that BCFC is an existence owned by supporters.
    Yes we can say the club belongs to the supporters, but it is owned and financed by others, so before sating those who saved the club and try with their own hard earned money to better the club should leave perhaps a bit of gratitude would sit better as there are no other people out there wanting to finance our club, otherwise they would have done so when they had the opportunity. TTA are the only ones with any substance to show an interest, and IMO they are doing a very good job of keeping our club alive and competing.

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