Is Plymouth Argyle Still in Turmoil?

Posted by on Apr 4, 2012 in Uncategorized | 6 Comments
Is Plymouth Argyle Still in Turmoil?

In January, we spent a week considering 5 different clubs experiencing financial and / or organisational turmoil. Two of those – Portsmouth and Port Vale – have since entered administration. However, at one of the other clubs we covered, Plymouth Argyle, things appear to be looking up. Or do they? Roger Willis returns for a third bite as he attempts to uncover what state the club’s books are in as it enters yet another key period in its history.

Corrections

Mea culpa. Before I go any further I need to correct a few minor errors and omissions from my previous posts.

(1) George Synan was a bona fide club director in his own right. I may have given the impression that he was a representative or associate of Yasuaki Kagami. He is, in fact, much more akin to Kagami’s partner.

(2) The Final Report issued by Brendan Guilfoyle’s administration company P&A, registered at Companies House, reveals that the following players were actually sold during the administration for the following sums which may differ from the press reports previously quoted: Jack Stephens (to Southampton) £150,000; Joe Mason (to Cardiff) £150,000; Yannick Bolassie (to Bristol City) £20,000; Lloyd Jones (to Liverpool) £20,000. The fees received for Bradley Wright-Phillips (Charlton), Reda Johnson (Sheffield Wed) and Craig Noone (Brighton) have never been officially disclosed because their sales took place whilst the club was still trying to fend off HMRC and were not concluded in the administration period.

Omissions

So much happened during the administration period that so nearly saw Argyle die that it was hard to, firstly, remember it all and, secondly, to coherently piece it all together. It was inevitable that some stuff got left out and I’d like to quickly add to the record.

Fundraising

I have already mentioned the efforts made by various people to raise funding to support the staff but a couple of significant Green Taverners events deserve a mention alongside the Fan Fests, auctions and bucket rattling. Along the way there was a Curry Night at a local Indian restaurant, Café Indiya, and there was a series of fundraisers where volunteers packed shopping at local supermarkets. Neither of these may seem especially significant but they were important steps along the route that emphasised the club’s perilous plight locally and that same route eventually led to the club being rescued from administration. Had they not happened – and they happened when the outlook was pretty much at its bleakest – then… who knows what the outcome might have been?

Greenish Hugh, Yasuaki Kagami and Yasuhiko Okudera

I have only just twigged the punnery behind his name! Never mind. Greenish Hugh, I don’t recall his real name, was an exiled Argyle supporter residing in Tokyo who started an online petition imploring Japanese director Yasuaki Kagami to honour his stated commitment to provide the club with much-needed funding as it was being bombarded by HMRC’s winding up orders. He was ideally positioned to personally deliver the completed petition to the directors Kagami and Synan at their corporate HQ. And he did just that inflicting massive embarrassment upon Kagami along the way.

Kagami’s involvement with Argyle had always been rather mysterious. He didn’t once actually attend a game and only ever made fleeting visits to Plymouth. However his position on the board was used to sell to the fanbase the notion that Argyle could expand into the allegedly lucrative Japanese market and that we could expect to recruit some Japanese players to help that process along. This was a notion that was never taken especially seriously by many. Why should people in Japan support a club that most of them had never even heard of and which had a profile as low as could be imagined? I remember that Greenish Hugh once remarked that he could find no Googleage of Argyle in the Japanese media at all meaning that Kagami was under no pressure domestically to meet the various promises that he had made to stump up the cash needed to fend off HMRC.

As one of the many court hearings approached it was becoming ever clearer that funding from Japan would not arrive in time. With a few days to go the petition was started beseeching Kagami to honour the promises that he had made but had not kept. Greenish Hugh was prepared to deliver the petition in person to Kagami’s HQ. All went very smoothly and many signatures were gathered. Well it went smoothly until it came to actually delivering the petition: emails were ignored; phone calls unreturned; Kagami-san was “unavailable”… and so on. Greenish Hugh became so exasperated by the stonewalling that he visited Kagami’s office in person only to be turned away at which point another staggering coincidence, on a par with Heaney being seen in the Holiday Inn at breakfast time, occurred. Greenish Hugh bumped into Kagami in the street outside as he left!

It was to no avail. The story had begun to attract wider attention though. Greenish Hugh had been mentioned in the local media and the BBC was interested. In fact there was enough interest for a camera crew to be assigned to cover Greenish Hugh’s next attempt to deliver the petition when delivery was again refused. Once again this was a hugely significant profile-raising series of events even if there was little obvious, immediate result from them.

Despite the failure of the petition, if failure it was, Greenish Hugh was undeterred and there was another avenue open to him. Argyle’s then Club President, an honorary position with next to no influence at the time, was the ex-international Japanese footballer Yasuhiko Okudera. He may be a name almost completely unknown in this country but he is a much loved and revered figure in Japanese football – think of him as being a rough equivalent to Bobby Charlton. Hugh wrote to him.

Okudera had been appointed as Club President with a view to developing the marketing links between Plymouth and Japan. Sadly EU law meant that the only Japanese players likely to be given a work permit were those unlikely to be affordable to club like Argyle. A couple of youngsters came over, had trials, were offered deals but were never able to get approval for their work permits and the whole scheme petered out into nothingness leaving Okudera’s Presidency as a vestigial remnant probably all but forgotten by him and pretty much everybody else.

Hearing of the club’s desperate financial plight and the obdurate lack of cooperation emanating from Kagami-san’s office must have been something of a shock to him as was the notion that his impeccable reputation might be sullied by being, however notionally, implicated in it all. There was a polite exchange of letters between Greenish Hugh and Okudera that ultimately came to nought of practical use but it was amongst the first signs that the Green Army could, and would, fight back. Kagami’s reputation took a knock in a way that he could never have envisaged. It might not seem like much, and perhaps ultimately it wasn’t, but it showed that something could be done and that the fans were not going to sit idly by and watch the club die.

Clarifications

How did Argyle ever get in such a mess?

It’s amazing how much information started coming my way as a result of writing the first two articles. Amongst it all was a spreadsheet that combined all of the club’s published accounts dating back to 2000 up until 2009, the last published accounts of the “old” Argyle before it was eventually wound-up and replaced by new owner James Brent’s version. Obviously the accounts for Argyle’s final two years, when things got really bad, were never signed off or published but my correspondent made an estimate for 2009 and 2010 based on information released at various times in a variety of sources. I have graphed the figures that seem to be the most relevant financial descriptors of Argyle’s eventual demise. The decline in the club’s fortunes is plain to see.

PAST&DT Loan and the Charity Commission

The Charity Commission published a report into PAST&DT’s (a Trust established to provide support to Argyle’s youth system) £330k loan to Argyle. It includes: concerns about unmanaged conflicts of interest; the investigation found that all ten trustees had links to or interests in PAFC at the time of the loan.

This seems churlish. Mostly the Trustees were either season ticket holders or minor shareholders. This is understandable because the Trust was founded by Argyle supporters. Exceptions being Argyle’s ex-chairman and director Paul Stapleton, who had helped establish the Trust, and ex-director/club’s Devon FA rep Ken Jones.

Ken Jones sent an email to all of the trustees… ‘there has been more than one attempt to come up with a scheme which would allow our trust to invest our capital into the club’ and also ‘I am sure you are all aware that our beloved club – Plymouth Argyle – is under serious threat of liquidation or administration…’ From other emails examined by the investigation it was clear that some of the other trustees were hesitant about this course of action.

Paul Stapleton, having declared his conflict of interest, had addressed the trustees and confirmed that any loan made to PAFC would be secured against the value of Home Park. He advised that the value of the ground was £7m. He also confirmed that he had received confirmation that there was an intention of the provision of a further £2m worth of funding to the club.

Presumably the £2m was that petitioned for by Greenish Hugh which didn’t materialise.

The loan should be secured by way of second legal charge over Home Park to be re-paid over 18 months on a quarterly basis at 1.5% above Bank of England base rate.

That “second legal charge” turned out to be crucial given that three prior mortgages existed. It moved PAST&DT up the repayment ladder during administration.

Whilst trustee Paul Stapleton had exempted himself from voting, the other trustees did not declare their conflicts of interest and loyalties which arose due to their individual links and/ or personal interests in PAFC… they did not appear to have managed the conflict of interest.

Those “interests” would have been openly known and acknowledged by those at the meeting.

So why was the loan made?

The loan to PAFC was to establish an all-weather football pitch for the community in Plymouth… The interest rate on the loan of 2% was 1% higher than the charity could obtain from its bank so it made commercial sense to invest the charity’s funds in such a way.

The trustees relied on a valuation [£7m] report carried out by PAFC 11 months prior to the loan. This valuation report was passed to the investigation which showed that the land valuation of Home Park was based the league position of the football team (which had deteriorated considerably since the date of the valuation) and the English FA’s World Cup bid (which had since been confirmed as unsuccessful).

Ultimately the truth about Home Park’s value emerged: the administrator completed a new stadium valuation which confirmed that Home Park was worth less than the loans secured against it.

The investigation had concerns about whether this transaction could be said to be in the interests of the charity and whether the risks had been properly managed. In addition, the decision resulted in a potential and significant loss to the charity when PAFC went into administration and the money could not be repaid. The investigation advised the trustees to rectify this and that they should diligently seek the recovery of the charity’s funds from PAFC’s administrator, which would also protect them from any claim of personal liability.

Which they did and which ultimately saved them.

The investigation found that the trustees dealt responsibly with attempting to rectify the apparent breach of trust as soon as it was brought to their attention. They liaised with their insurers and then appointed a legal firm to act on their behalf. The investigation was provided with correspondence between the charity’s legal advisors and the administrator that demonstrated that attempts were being made to secure the return of the charity’s money- which, according to the terms of the loan, should have taken place immediately and in full once PAFC entered administration.

Eventually:

The administrator had come to an agreement for the sale of PAFC to [Brent’s] Green Pilgrim Ltd; It was proposed that Green Pilgrim Ltd would be prepared to honour the debt that PAFC owed the charity but to do so the charity would need to relinquish its security against Home Park and turn the secured loan to PAFC into an unsecured loan to Green Pilgrim Ltd; Green Pilgrim Ltd would re-pay the £330,000 loan quarterly at an interest rate of 1.75%, over a period of five years.

The trustees sought advice from the Commission and the Commission was able to provide regulatory advice on what the trustees’ legal duties were when making the decision. The investigation reminded the trustees that, in the recovery of the charity’s money, their decisions must not be influenced by any loyalties they had to PAFC.

The report concluded:

There were shortfalls in the charity’s decision making processes, in particular the conflicts of interest issues … this called into question whether the trustees had met their duty to manage conflicts of interests and could demonstrate that the decision to lend to PAFC was in the best interests of the charity.

Following an AGM in January 2012, Paul Stapleton and another trustee retired as trustees.

The Trustees’ decision to lend £330,000 of charitable funds to PAFC did not appear, in the circumstances, to be one which the trustees should reasonably have made.

The Commission concluded that the trustees had not met their legal duties and responsibilities as trustees… However, the trustees took appropriate steps to mitigate the position they found themselves in.

The trustees should ensure that any future relationship the charity has with PAFC is kept under review and that the potential for PAFC to receive any benefits, other than those that might be described as ‘incidental’, is managed appropriately.

The investigation advised the trustee body to make a number of changes to the charity’s governance structures.

The investigation provided written regulatory advice and guidance to the trustees.

The Commission will monitor the trustees’ adherence to the policies they have adopted and to the supervision of the recovery of the charity’s funds by way of a follow up case in approximately six to nine months’ time.

That leaves PAST&DT effectively hamstrung. The Charity Commission has all but forbidden that it can ever help anything Argyle-related again and it will be closely monitored in the future. Obviously, now, given that it will take 5 years to recover its money, there is little that it can do but prepare for its own seemingly inevitable demise.

This has been a time of incredible personal stress for the trustees. The decision to lend to the club left them all personally liable for the recovery of the money. The deal with Brent alleviates this fear.

As a footnote the local paper, The Plymouth Herald, carried an article concerning this report. Legal action followed and an apology to Paul Stapleton immediately appeared. Nowhere did the word “misled” appear in the Charity Commission report.

Lombard’s Mortgages

Thanks to the Charity Commission plenty is known about a relatively small sum of money but there are other sums of money involved and all of them were subject to individual deals to settle them.

One of the most significant was the debt owed to Lombard which originated as a result of the original decision to buy the Freehold for £2.7m from the council back in 2006. This was the first of four separate mortgages owed to Lombard with the second being another to cover the legal fees involved in the purchase, a third realised some equity in the ground and fourth mortgaged the floodlights (!) as described in the administrator’s report.

As time had passed some of the original debt had been paid off and a total of £2.1m remained. After much negotiation Lombard agreed to accept a one-off payment of £700k which would free Argyle of any further obligation and leave Lombard to pursue the in-built safeguard known as “directors’ guarantees” for the outstanding balance of £1.4m.

Those directors are Messrs Stapleton, Dennerley, Gill, Lenszner (who has since been declared bankrupt and is off the hook) and Wrathall. Presumably they are liable in proportion to their holdings in the club at the time. Apparently the fact that Gill’s personal obligation is still live, despite him having sold his stake in the club to Kagami some time previously, came as something of a surprise to him. This may explain the rumoured “surprise” last minute interest in the club’s exit from administration shown by Mr Gill.

Mastpoint / Sir Roy Gardner

Mastpoint, who were owed £2.1m, is an investment vehicle owned by a group of venture capitalists, two of whom are Argle’s ex-chairman Sir Roy Gardner and ex-managing director/CEO Keith Todd. Gardner also loaned the club a further £400k in a personal capacity. During the administration Guilfoyle acquired a freehold evaluation of £2.25m, detailed in P&A’s final report which covered the various Lombard and PAST&DT mortgages but left Mastpoint effectively unsecured and as such due to be paid at the rate designated in the CVA. That rate was eventually established to be 0.21% and both Mastpoint and SRG waived their dividend.

Inscapes

Perhaps the most blatantly shameful act of the whole sorry saga was the club’s decision to replace the Home Park pitch. Inscapes was the company “lucky” enough to win the contract from HPPL (Home Park Properties Ltd), one of the companies established amidst the corporate mayhem that was PAFC at the time. Despite making a first class job of renewing the pitch Inscapes were never actually paid and ended up as an unsecured creditor with their debt (around £350k) wrapped up with all the rest in the CVA. Inscapes seem to be pursuing Keith Todd, the only listed director of HPPL when the contract was signed, for yet another personal guarantee for the balance owed. I hope their claim is successful.

Ticketus

Ticketus had loaned Argyle around £1.2m. The actual status of this loan remained unclear for some time. Initially Ticketus were listed as “unsecured creditors” for the purposes of the Creditor’s Voluntary Agreement. Ticketus, having “securitised” the loan against future season ticket sales, must have contested this from the very start and actually abstained, the only party to do so, from voting at all on the CVA. Presumably when the old Argyle was wound-up, the club’s debt, securitised or not, to them disappeared. Ticketus is another company thought to be pursuing directors’ guarantees against some combination of Todd, Gardner and Mastpoint.

Unsecured Creditors

A sting in the tail was revealed in the final administrator’s report. The original CVA proposal was to pay off the debts owed at a rate of 0.77%. This paltry sum has since been finalised at 0.21%.
Originally Brent offered the creditors £100k. Apparently £85k of this money was eaten up by historical National Insurance bills leaving only £13,502 to be divvied up pro rata according to the debt owed to the unsecured creditors.

Home Park

At the very heart of this sad, sad episode lay the decision to buy the freehold from the council all those years ago. Ironically at the heart of the club’s exit from administration lay the council’s decision to buy the ground back. Council documents reveal that the vote was unanimously in favour of buying back the stadium. All that remained to be sorted were the terms of the sale: “the purchase of Home Park stadium on open market terms at a price of up to £1.6m plus ancillary costs (Stamp Duty Land Tax and surveyor’s fees) and a lease back to the club for 30 years at an initial rent of £135,000 per annum”.

The deal was a little more complicated than that suggests. Argyle was granted a 30 year lease on the stadium with the stated rent set to increase by 150% should the club climb back to the Championship and quadruple if it got to the Premier League. Every five years Argyle would have the option to buy Home Park back for twelve times the annual rent at the time. If the grandstand ever gets replaced then the rent is to rise by 10%. Crucially Argyle retained ownership of the land next to the stadium and covenants restricting development potential building on it were removed meaning that any development in line with the council’s Area Action Plan, perhaps a hotel, would be approved ~ with the council claiming 50% of any profit the club may make as a result.

The club has since sold that parcel of land to James Brent, Richard Holliday and Anthony Vaughan. Holliday is a director of the club’s new board (alongside the returning Peter Jones and new directors Martin Baker ~ who is also Chief executive ~ and David Felwick) and Vaughan is a London-based lawyer who was heavily involved in the acquisition of PAFC by Brent. Brent has said that this money will be spent on “operating costs”.

This leaves Argyle now more-or-less completely asset-stripped which was a prospect that had first set alarm bells ringing when the first, highly ambitious, New World/World Cup Bid plans were announced. The only tangible difference being the identity of those involved. The role of the council as the stadium’s owner is reassuring. As for the rest we just have to hold on tight and see what transpires as a result.
The purpose of this transaction is still unclear but with it came promises:

1) as a part of any development Argyle will be built a new grandstand free of charge and for their sole usage;
2) should a grandstand not be built then Argyle will be given a half of all profits generated by the development when/if it happens. (It should be remembered that Brent is a hotelier and that the council has been keen for a hotel to be built in the area for some time and that adjacent to the land involved is Plymouth’s brand new £50m Life Centre sporting complex).

So was it proper for the council to intervene? Council documents state: “The acquisition and letting of the football stadium would reinforce Plymouth’s position as a major regional centre for sport”; “to ensure the continuation of the economic value of the Club’s activities, which it is estimated by the University of Plymouth to be around £9 -12m per annum from home games, and visits from away-team supporters”; “the alternative option would be for the Council not to take any action. This may limit the opportunity to protect the ground and club”; “in addition to the purely commercial benefits to the Council in owning and leasing out land, the City also had a role in ensuring the provision of sports and leisure facilities appropriate to a city the size of Plymouth. Further, there were economic, social and environmental advantages in securing the continuance of professional football in the city and having ownership of strategic assets which, if lost, would have a detrimental impact on other land owned by the Council”.

Administrator’s Fees

The administration process is allegedly now complete. P&A have booked 3332.75 hours against the job and have charged £883,634.70 for those hours. These fees proved to be yet another last ditch stumbling block. After some hard-nosed negotiation Brent agreed to pay them £238,010, a further £100,000 on 31st October 2012 and then another £50,000 depending on the value of player sales in the 2013/14 season. In total this will come to £388,010.

So how much has Brent paid to save Argyle?

This information has been much debated. I think that it is fair to say that the eventual cost to Brent is as yet unknown probably even to him. He has made some payments up-front but he has guaranteed several others usually over a 5 year time frame and presumably hopes to pay them off through the club’s income over those 5 years. My best estimate for the sums involved goes as follows:

Unpaid Wages: £3,300,000;
CVA: £100,000;
Lombard: £700,000;
PAST&DT: £330,000;
Admin Fees: £388,010;
Land Purchase: £700,000;
Football Creditor Debt: £388,289;
Totalling: £5,906,299

It is worth remembering that this cost is offset by the money received for the sale of Home Park to the council for £1.6m.

The Future

Argyle’s future remains very uncertain. The climb back from the brink has been slow and the team has faltered worryingly at times. The deferred debt totals over £4m and it hangs heavily over a club that can only realistically anticipate annual income of around £4-5m in the near future. The club is also compelled to operate under very close scrutiny; the Football League expressed qualms about the proposed business model when the Golden Share was released, and League 2 clubs all operate under a 55% salary/turnover cap.

“Salary Cost Management Protocol (SCMP) is based partially on projected turnover and reassessed at stages throughout the season. Clubs work to a % SCMP turnover based on gate income, central distributions and commercial revenue. From 2011/12 turnover is split into ‘normal’ club turnover and ‘football fortune’ income. ‘Normal income’ is things like gate receipts, net transfers, donations, cup prize monies, commercial incomes and central distributions. ‘Football fortune’ income is things like prize monies and facility fees (i.e. items that are additional to recurring turnover).

A transfer embargo is placed at the point The League is aware a club is in breach of SCMP. All League Two clubs are subject to the same regulation.”

So it seems that we can’t even buy our way out of trouble even if Brent decided to start to throw money at the club!

As I write this Argyle’s season has 6 games to go; the club is currently fourth from bottom, four points and two places clear of a relegation spot. The Good Friday visit to Hereford looks like being one of the most important games in a proud club’s history. That match is already an away fan sell-out with the full allocation of 1200 tickets sold well in advance.

Argyle’s support at this level should be more than enough to see success return in the long run. Argyle’s problem, despite something of an on-pitch revival and an off-pitch exit from administration, is that a third successive relegation coupled with high lingering debt level could be even more disastrous than what has already gone before.

Argyle is still very much in turmoil.

The Two Unfortunates
The non-partisan website with an eye on the Football League

6 Comments

  1. Wimb
    April 4, 2012

    Top read as always, amazing work getting so much information on the club’s troubles. Hope it all pans out for the Argyle!

    Reply
  2. Gruff
    April 8, 2012

    Excellent Rog. You’re like the Woodward and Bernstein of football. This piece, like the others, is invaluable for an exiled Janner like me to understand the labyrinthine catastrophe of the last few years. Upwards and onwards, Argyle

    Reply
  3. duggie73
    April 15, 2012

    Wee bit on Ticketus, purely hypothetical.
    From following the goings-on at Rangers, it seems that in England, a Ticketus deal survives liquidation through to new company- that is Ticketus’ main security.

    Not having seen the figures, so this might well be BS, but if the amount Ticketus received doesn’t match the CVA% of their overall debt, my best guesstimate would be that this is a repayment that was not met by the board at the time, but was repaid in full in order not to breach the Ticketus contract (illegaly) and create either a higher total debt for the club making a CVA more difficult or a debt which one or more of the directors would be personally responsible for..

    The good news is I’m quite probably way, way off and Ticketus have no further claim on your club…but I personally wouldn’t bet on it.

    If anyone ever miraculously stumbles across the details of which legal firm Ticketus use as advisors when signing these deals, it would be very much appreciated if you could drop a line to the RangersTaxcase blog.
    Good luck with it folks.

    Reply
  4. Roger Willis
    April 15, 2012

    Duggie, the various reports published by P&A as they went along can be found here: http://www.pafc.pandareports.com/. If you look at the original CVA proposal Ticketus are included as an unsecured creditor. Subsequently Ticketus abstained from the CVA vote after that there is no mention of them at all in the either the final CVA document or the Final Report. I think the deal with them was not actually done by the old PAFC but by one of the companies tangled up in a deliberately opaque and labyrinthine corporate structure. The club’s old directors came and went from these companies but at no stage was all of them ever involved. We’d have a very strong case that those companies did not represent the club, I’m pretty sure Ticketus is after Director’s guarantees to get their money back.

    Reply
  5. Plymouth Argyle Supporters in Need of a Reason to Believe | The Two Unfortunates
    September 3, 2012

    […] in a post for us earlier this year, Argyle’s deferred debt upon James Brent’s takeover totaled over £4m and the club must therefore operate under close scrutiny from the Football League, who expressed […]

    Reply
  6. Are Clouds Beginning to Gather Once Again at Home Park? | The Two Unfortunates
    August 28, 2016

    […] of Coventry, Port Vale, Portsmouth and Preston North End) Roger Willis provided two updates in April 2012 and March 2016. A couple of years on, Roger returns to the scene to appraise where things stand at […]

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