EX-99.1 2 a13-5554_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Manchester United plc

Annual Report (unaudited) for the three and six months ended 31 December 2012

 



 

Contents

 

 

Page

Management’s discussion and analysis of financial condition and results of operations

2

Interim consolidated income statement for the three and six months ended 31 December 2012 and 31 December 2011

13

Interim consolidated statement of comprehensive income for the three and six months ended 31 December 2012 and 31 December 2011

14

Interim consolidated balance sheet as of 31 December 2012, 30 June 2012 and 31 December 2011

15

Interim consolidated statement of changes in equity for the six months ended 31 December 2012, the six months ended 30 June 2012 and the six months ended 31 December 2011

17

Interim consolidated statement of cash flows for the three and six months ended 31 December 2012 and 31 December 2011

18

Notes to the interim consolidated financial statements

19

 

1



 

Manchester United plc

Management’s discussion and analysis of financial condition and results of operations

 

GENERAL INFORMATION AND FORWARD-LOOKING STATEMENTS

The following Management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the interim consolidated financial statements and notes thereto included as part of this report. This report contains forward-looking statements. You should not place undue reliance on such statements because they are subject to numerous risks and uncertainties relating to the Company’s operations and business environment, all of which are difficult to predict and many are beyond the Company’s control. Forward-looking statements include information concerning the Company’s possible or assumed future results of operations, including descriptions of its business strategy. These statements often include words such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” or similar expressions. The forward-looking statements contained in this interim report are based on our current expectations and estimates of future events and trends, which affect or may affect our businesses and operations. You should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual financial results or results of operations and could cause actual results to differ materially from those in these forward-looking statements. These factors are more fully discussed in the “Risk Factors” section and elsewhere in the Company’s Annual Report on Form 20-F for the year ended 30 June 2012, as filed with the Securities and Exchange Commission on 25 October 2012 (File No. 001-35627).

 

GENERAL

Manchester United is one of the most popular and successful sports team in the world, playing one of the most popular spectator sports on Earth. Through our 134-year heritage we have won 60 trophies, enabling us to develop what we believe is one of the world’s leading sports brands and a global community of 659 million followers. Our large, passionate community provides Manchester United with a worldwide platform to generate significant revenue from multiple sources, including sponsorship, merchandising, product licensing, new media & mobile, broadcasting and matchday.

 

RESULTS OF OPERATIONS

 

Three months ended 31 December 2012 as compared to the three months ended 31 December 2011

 

 

 

Unaudited
three months ended
31 December

(in £ millions)

 

% change
2012 over

 

 

 

2012

 

2011

 

2011

 

Revenue

 

110.1

 

101.3

 

8.7

%

Commercial revenue

 

35.6

 

27.6

 

29.0

%

Broadcasting revenue

 

39.5

 

37.7

 

4.8

%

Matchday revenue

 

35.0

 

36.0

 

(2.8

)%

Total operating expenses

 

(73.2

)

(70.0

)

4.6

%

Employee benefit expenses

 

(44.2

)

(38.7

)

14.2

%

Other operating expenses

 

(15.7

)

(17.7

)

(11.3

)%

Depreciation

 

(1.8

)

(1.7

)

5.9

%

Amortisation of players’ registrations

 

(10.7

)

(9.9

)

8.1

%

Exceptional items

 

(0.8

)

(2.0

)

(60.0

)%

Profit on disposal of players’ registrations

 

0.7

 

0.2

 

250.0

%

Net finance costs

 

(9.2

)

(12.3

)

(25.2

)%

Tax (expense)/credit

 

(12.2

)

22.9

 

 

 

2



 

Revenue

Consolidated revenue for the three months ended 31 December 2012 increased to £110.1 million, an increase of £8.8 million, or 8.7%, over £101.3 million for the three months ended 31 December 2011, as a result of an increase in revenue in our Commercial and Broadcasting sectors, which was partially offset by an decrease in revenue in our Matchday sector, as described below.

 

Commercial revenue

Commercial revenue for the three months ended 31 December 2012 was £35.6 million, an increase of £8.0 million, or 29.0%, over £27.6 million for the three months ended 31 December 2011. This increase was driven by the addition of several new sponsorship deals — see discussion on page 5 re commercial revenue for the six months ended 31 December 2012 for further details.

·             Sponsorship revenue for the three months ended 31 December 2012, was £20.8 million, an increase of £6.8 million, or 48.6%, over £14.0 million for the three months ended 31 December 2011.

·             Retail, merchandising, apparel & product licensing revenue for the three months ended 31 December 2012 was £9.5 million, an increase of £1.1 million, or 13.1%, over £8.4 million for the three months ended 31 December 2011.

·             New media & mobile revenue for the three months ended 31 December 2012 was £5.3 million, an increase of £0.1 million, or 1.9%, over £5.2 million for the three months ended 31 December 2011.

 

Broadcasting revenue

Broadcasting revenue for the three months ended 31 December 2012 was £39.5 million, an increase of £1.8 million, or 4.8%, over £37.7 million for the three months ended 31 December 2011. The main reasons for this increase relates to one extra Champions League home game being played (the catch-up of one fewer game played in the first quarter) and two additional live Premier TV appearances compared to the same period last year.

 

Matchday revenue

Matchday revenue for the three months ended 31 December 2012 was £35.0 million, a decrease of £1.0 million, or 2.8%, over £36.0 million for the three months ended 31 December 2011, due mainly to one less domestic cup home game being played in the period.

 

Total operating expenses

Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortisation of players’ registrations and exceptional items) for the three months ended 31 December 2012 were £73.2 million, an increase of £3.2 million, or 4.6%, over £70.0 million for the three months ended 31 December 2011.

 

Employee benefit expenses

Employee benefit expenses for the three months ended 31 December 2012 were £44.2 million, an increase of £5.5 million, or 14.2%, over £38.7 million for the three months ended 31 December 2011, primarily due to new player signings, player contractual/negotiated increases and growth in commercial headcount.

 

3



 

Other operating expenses

Other operating expenses for the three months ended 31 December 2012 were £15.7 million, a decrease of £2.0 million or 11.3% over £17.7 million for the three months ended 31 December 2011. Part of the reason for this decrease was a reduction in gateshare costs relating to domestic cup home games as we played one less home game compared with the same period last year.

 

Depreciation

Depreciation for the three months ended 31 December 2012 amounted to £1.8 million, an increase of £0.1 million, or 5.9%, over £1.7 million for the three months ended 31 December 2011.

 

Amortisation of players’ registrations

Amortisation of players’ registrations for the three months ended 31 December 2012 amounted to £10.7 million, an increase of £0.8 million, or 8.1%, over £9.9 million the three months ended 31 December 2011.

 

Exceptional items

Exceptional items for the three months ended 31 December 2012 were £0.8 million and related to professional advisor fees in connection with our initial public offering.  Exceptional items for the three months ended 31 December 2011 were £2.0 million and related to professional advisor fees in connection with a proposed public offering of shares.

 

Profit on disposal of players’ registrations

Profit on the disposal of players’ registrations for the three months ended 31 December 2012 were £0.7 million, an increase of £0.5 million, or 250.0%, over £0.2 million for the three months ended 31 December 2011. The profit in the three months ended 31 December 2012 relates to additional conditional payments being received for players sold in previous periods.

 

Net finance costs

Net finance costs for the three months ended 31 December 2012 were £9.2 million, a decrease of £3.1 million, or 25.2%, over £12.3 million for the three months ended 31 December 2011. The main reason for this decrease was a favourable foreign exchange movement of £2.3 million period-on-period on the translation of our US dollar denominated senior secured notes.

 

A significant portion of the foreign exchange gains or losses are not a cash benefit or charge and could reverse depending on US dollar/sterling exchange rate movements.  Any gain or loss on a cumulative basis will not be realised until 2017 (or earlier if our senior secured notes are refinanced or redeemed prior to their stated maturity). This exposure to foreign exchange movements has been reduced now that we have reduced our US dollar denominated senior secured note borrowings with the proceeds from our initial public offering.

 

Tax credit

The tax expense for the three months ended 31 December 2012 was £12.2 million, which reflects the utilisation of a portion of the deferred tax asset recognised in the first quarter of fiscal 2013.

 

The tax credit for the prior year second quarter of £22.9 million, primarily represents the recognition of a deferred tax asset relating to pre-existing UK losses.

 

4



 

Six months ended 31 December 2012 as compared to the six months ended 31 December 2011

 

 

 

Unaudited
six months ended
31 December

(in £ millions)

 

% change
2012 over

 

 

 

2012

 

2011

 

2011

 

Revenue

 

186.4

 

175.1

 

6.5

%

Commercial revenue

 

78.6

 

62.2

 

26.4

%

Broadcasting revenue

 

53.2

 

59.6

 

(10.7

)%

Matchday revenue

 

54.6

 

53.3

 

2.4

%

Total operating expenses

 

(148.0

)

(136.5

)

8.4

%

Employee benefit expenses

 

(84.5

)

(76.5

)

10.5

%

Other operating expenses

 

(35.4

)

(34.4

)

2.9

%

Depreciation

 

(3.7

)

(3.6

)

2.8

%

Amortisation of players’ registrations

 

(20.5

)

(20.0

)

2.5

%

Exceptional items

 

(3.9

)

(2.0

)

95.0

%

Profit on disposal of players’ registrations

 

5.5

 

5.8

 

(5.2

)%

Net finance costs

 

(21.6

)

(31.6

)

(31.6

)%

Tax credit

 

14.4

 

24.3

 

(40.7

)%

 

Revenue

Consolidated revenue for the six months ended 31 December 2012 increased to £186.4 million, an increase of £11.3 million, or 6.5%, over £175.1 million for the six months ended 31 December 2011, as a result of an increase in revenue in our Commercial and Matchday sectors, which was partially offset by an decrease in revenue in our Broadcasting sector, as described below.

 

Commercial revenue

Commercial revenue for the six months ended 31 December 2012 was £78.6 million, an increase of £16.4 million, or 26.4%, over £62.2 million for the six months ended 31 December 2011. The increase in Commercial revenue was driven by the addition of several new global (including General Motors — Chevrolet) and regional sponsorships and income recognised in respect of General Motors pre-shirt sponsorship support and exposure, an increase in revenue from existing partnerships, an increase in profit share pursuant to the arrangement with Nike, and the commencement of several new mobile partnerships.

·             Sponsorship revenue for the six months ended 31 December 2012, was £48.6 million, an increase of £13.7 million, or 39.3%, over £34.9 million for the six months ended 31 December 2011, primarily as a result of the General Motors sponsorship, other new sponsorship agreements and an increase in revenue from existing sponsorships.

·             Retail, merchandising, apparel & product licensing revenue for the six months ended 31 December 2012 was £18.9 million, an increase of £2.1 million, or 12.5%, over £16.8 million for the six months ended 31 December 2011.

·             New media & mobile revenue for the six months ended 31 December 2012 was £11.1 million, an increase of £0.6 million, or 5.7%, over £10.5 million for the six months ended 31 December 2011.

 

Broadcasting revenue

Broadcasting revenue for the six months ended 31 December 2012 was £53.2 million, a decrease of £6.4 million, or 10.7%, over £59.6 million for the six months ended 31 December 2011. The main component of this decrease was a reduction of £6.7 million in UEFA Champions League revenue as a result of (i) a reduction in the UEFA Champions League market pool distribution to English clubs and (ii) a reduction in our share of the market pool distribution to English clubs as a consequence of finishing second in the Premier League in season 2011/12 compared to finishing first in season 2010/11.

 

5



 

Matchday revenue

Matchday revenue for the six months ended 31 December 2012 was £54.6 million, an increase of £1.3 million, or 2.4%, over £53.3 million for the six months ended 31 December 2011, principally as a result of one-off fees earned from the staging of nine Olympic Games football matches at Old Trafford.

 

Total operating expenses

Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortisation of players’ registrations and exceptional items) for the six months ended 31 December 2012 were £148.0 million, an increase of £11.5 million, or 8.4%, over £136.5 million for the six months ended 31 December 2011.

 

Employee benefit expenses

Employee benefit expenses for the six months ended 31 December 2012 were £84.5 million, an increase of £8.0 million, or 10.5%, over £76.5 million for the six months ended 31 December 2011, primarily due to new player signings, player contractual/negotiated increases and growth in commercial headcount.

 

Other operating expenses

Other operating expenses for the six months ended 31 December 2012 were £35.4 million, an increase of £1.0 million or 2.9% over £34.4 million for the six months ended 31 December 2011, primarily due to increased pre-season tour travel costs, increased sponsorship and marketing costs, and one-off costs associated with staging Olympic football games.

 

Depreciation

Depreciation for the six months ended 31 December 2012 amounted to £3.7 million, an increase of £0.1 million, or 2.8%, over £3.6 million for the six months ended 31 December 2011.

 

Amortisation of players’ registrations

Amortisation of players’ registrations for the six months ended 31 December 2012 amounted to £20.5 million, an increase of £0.5 million, or 2.5%, over £20.0 million for the six months ended 31 December 2011.

 

Exceptional items

Exceptional items for the six months ended 31 December 2012 were £3.9 million and related to professional advisor fees in connection with our initial public offering.  Exceptional items for the six months ended 31 December 2011 were £2.0 million and related to professional advisor fees in connection with a proposed public offering of shares.

 

Profit on disposal of players’ registrations

Profit on the disposal of players’ registrations for the six months ended 31 December 2012 were £5.5 million, a decrease of £0.3 million, or 5.2%, over £5.8 million for the six months ended 31 December 2011. Key disposals in the six months ended 31 December 2012 were Berbatov, Pogba and Park.

 

Net finance costs

Net finance costs for the six months ended 31 December 2012 were £21.6 million, a decrease of £10.0 million, or 31.6%, over £31.6 million for the six months ended 31 December 2011. The main reasons for this decrease are a reduction in interest payable following the repurchase of the sterling equivalent of £62.6 million of senior secured notes in September 2012, a favourable foreign exchange movement of £16.2 million period-on-period on the translation of our US dollar denominated senior secured notes, partially offset by a £3.0 million increase in the premium paid on repurchases of senior secured notes and a £2.2 million increase in accelerated amortisation of debt issue costs on repurchased senior secured notes.

 

A significant portion of the foreign exchange gains or losses are not a cash benefit or charge and could reverse depending on US dollar/sterling exchange rate movements.  Any gain or loss on a cumulative

 

6



 

basis will not be realised until 2017 (or earlier if our senior secured notes are refinanced or redeemed prior to their stated maturity). This exposure to foreign exchange movements has been reduced now that we have reduced our US dollar denominated senior secured note borrowings with the proceeds from our initial public offering.

 

Tax credit

The tax credit for the six months ended 31 December 2012 was £14.4 million. Following the transfer of Red Football Shareholder Limited and its subsidiaries from the controlling shareholders to Manchester United plc, Manchester United plc has assumed certain US tax bases. A £25.0 million deferred tax asset has been recognised in respect of these US tax bases in the six months ended 31 December 2012, relating to future tax deductions. The amount recognised reflects management’s current best assessment of probable taxable profits in the future against which the tax deductions may be offset. This has been determined on the basis of only those commercial agreements in place at the balance sheet date. A portion of this deferred tax asset has been utilised in the three months ended 31 December 2012. The potential deferred tax asset available, which remains unrecognised, is currently estimated to amount to at least £60 million. The asset will be recognised as and when key commercial contracts are renewed or replaced.

 

The tax credit for the prior year six month period of £24.3 million primarily represents the recognition of a deferred tax asset relating to pre-existing UK losses.

 

LIQUIDITY AND CAPITAL RESOURCES

Our primary cash requirements stem from the payment of transfer fees for the acquisition of players’ registrations, capital expenditure for the improvement of facilities at Old Trafford and Carrington, payment of interest on our borrowings, employee benefit expenses and other operating expenses. Historically, we have met these cash requirements through a combination of operating cash flow and proceeds from the transfer fees from the sale of players’ registrations. Our existing borrowings primarily consist of our senior secured notes, although we have in the past, and may from time to time in the future, purchase our senior secured notes in open market transactions. Repurchased senior secured notes have been retired. Additionally, although we have not needed to draw any borrowings under our revolving credit facility since 2009, we have no intention of retiring our revolving credit facility and may draw on it in the future in order to satisfy our working capital requirements. We manage our cash flow interest rate risk where appropriate using interest rate swaps at contract lengths consistent with the repayment schedule of our long term borrowings. Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates. We also have foreign exchange rate forward contracts outstanding that we use to hedge our exposure to US dollar sponsorship revenue to the extent that it is not offset by the interest expense on US dollar denominated debt and Euro exposure in our distributions from UEFA.

 

Our business generates a significant amount of the cash from our gate revenues and commercial contractual arrangements at or near the beginning of our fiscal year, with a steady flow of other cash received throughout the fiscal year. In addition, we generate a significant amount of our cash through advance receipts, including season tickets (which include general admission season tickets and seasonal hospitality tickets), most of which are received prior to the end of June for the following season. Our Broadcasting revenue from the Premier League and UEFA are paid periodically throughout the season, with primary payments made in the late summer, December, January and the end of the football season. Our sponsorship and other commercial revenue tends to be paid either quarterly or annually in advance. However, while we typically have a high cash balance at the beginning of each fiscal year, this is largely attributable to deferred revenue, the majority of which falls under current liabilities in the consolidated balance sheet, and this deferred revenue is unwound through the income statement over the course of the fiscal year. Over the course of a year, we use our cash on hand to pay operating expenses, staff costs, interest payments and other liabilities as they become due. This typically results in negative working capital at certain times during the year. In the event it ever became necessary to access additional operating cash, we also have access to cash through our revolving credit facility. As of 31 December 2012, we had no borrowings under our revolving credit facility.

 

7



 

Pursuant to our contract with Nike, we are entitled to share in the cumulative net profits (incremental to the guaranteed sponsorship and licensing fees) generated by Nike from the licensing, merchandising and retail operations. The annual installment Nike pays us in respect of the £303 million in minimum guaranteed sponsorship and licensing fees can be affected each year by the level of cumulative profits generated. Nike is required to pay us the cumulative profit share in cash as the first installment of the minimum guarantee in each fiscal year, with the balance (up to the portion of the minimum guarantee for that year) paid to us in equal quarterly installments. In the event the cumulative profit share paid to us in the first installment exceeds the portion of the minimum guarantee for that year, no additional payments are made for the remainder of the year. The excess of the amount received in cash from Nike above the minimum guarantee, if any, for any particular year is deemed to be the amount of cumulative profit retained in a particular year. At the end of the contract, we will receive a cash payment equal to the cumulative profit not previously retained, as described above. We are currently accruing cumulative profit share revenue on our balance sheet that will be paid to us by Nike at the end of the contract, in 2015.

 

Our cost base is more evenly spread throughout the fiscal year than our cash inflows. Employee benefit expenses and fixed costs constitute the majority of our cash outflows and are generally paid throughout the 12 months of the fiscal year. Our working capital levels tend to be at their lowest in November, in advance of Premier League and UEFA broadcasting receipts in December.

 

In addition, transfer windows for acquiring and disposing of players’ registrations occur in January and the summer. During these periods, we may require additional cash to meet our acquisition needs for new players and we may generate additional cash through the sale of existing players’ registrations. Depending on the terms of the agreement, transfer fees may be paid or received by us in multiple installments, resulting in deferred cash paid or received. Although we have not historically drawn on our revolving credit facility during the summer transfer window, if we seek to acquire players with values substantially in excess of the values of players we seek to sell, we may be required to draw on our revolving credit facility to meet our cash needs.

 

Acquisition and disposal of players’ registrations also affects our current trade receivables and payables, which affects our overall working capital. Our current trade receivables include accrued income from sponsors as well as transfer fees receivable from other football clubs, whereas our trade payables include transfer fees and other associated costs in relation to the acquisition of players’ registrations.

 

Cash Flow

 

The following table summarises the Group’s cash flows for the six months ended 31 December 2012 and 31 December 2011:

 

 

 

Unaudited
six months ended
31 December

(in £ thousands)

 

 

 

2012

 

2011

 

Cash flows from operating activities

 

 

 

 

 

Cash generated from operations

 

61,863

 

19,834

 

Interest paid

 

(27,934

)

(24,952

)

Interest received

 

157

 

379

 

Income tax received/(paid)

 

600

 

(3,210

)

Net cash generated from/(used in) operating activities

 

34,686

 

(7,949

)

Cash flows from investing activities

 

 

 

 

 

Purchases of property, plant and equipment

 

(9,338

)

(8,041

)

Purchases of investment property

 

 

(7,364

)

Purchases of players’ registrations

 

(38,258

)

(52,289

)

Proceeds from sale of players’ registrations

 

6,363

 

4,373

 

Net cash used in investing activities

 

(41,233

)

(63,321

)

Cash flows from financing activities

 

 

 

 

 

Proceeds from issue of shares

 

70,258

 

 

Expenses directly attributable to issue of shares

 

(1,459

)

 

Repayment of borrowings

 

(62,796

)

(28,377

)

Net cash generated from/(used in) financing activities

 

6,003

 

(28,377

)

Net decrease in cash and cash equivalents

 

(544

)

(99,647

)

 

8



 

Net cash generated from/(used in) operating activities

 

Cash flows from operating activities represents our operating results and net movements in our working capital. Our working capital is generally impacted by the timing of cash received from the sale of tickets and hospitality and other matchday sales, broadcasting revenue from the Premier League and UEFA and sponsorship and commercial revenue. Cash flows from operating activities for the six months ended 31 December 2012 produced a cash inflow of £34.7 million, an increase of £42.6 million over a cash outflow of £7.9 million for the six months ended 31 December 2011, primarily driven by a £9.5 million increase in profit before tax, a £40.9 million improvement in working capital, offset by lower adjusting finance costs.

 

Net cash used in investing activities

 

Capital expenditure on the acquisition, disposal and trading of players’ registrations tends to vary significantly from year to year depending on the requirements of our first team, overall availability of players, our assessment of their relative value and competitive demand for players from other clubs. By contrast, capital expenditure on the purchase of property, plant and equipment tends to remain relatively stable as we continue to make improvements at Old Trafford and invest in the expansion of our training facility at Carrington. As part of the planned investment for Carrington, we will enhance the viewing facilities to provide current and potential partners with unique access to the Manchester United experience.

 

Net cash used in investing activities for the six months ended 31 December 2012 was £41.2 million, a decrease of £22.1 million over £63.3 million for the six months ended 31 December 2011.

 

For the six months ended 31 December 2012, net capital expenditure was £9.3 million, a decrease of £6.1 million over £15.4 million for the six months ended 31 December 2011. Expenditure in the six months ended 31 December 2012 mainly related to the redevelopment of the First Team’s training facility at Carrington. In the six months ended 31 December 2011, we acquired investment and other properties amounting to £8.1 million around the Old Trafford stadium.

 

For the six months ended 31 December 2012, net player capital expenditure was £31.9 million, a decrease of £16.0 million over £47.9 million for the six months ended 31 December 2011. Expenditure in the six months ended 31 December 2012 mainly related to the acquisitions of Robin van Persie (the first of two stage payments), Shinji Kagawa and Nick Powell. Expenditure in the six months ended 31 December 2011 mainly related to the acquisitions of Phil Jones, David De Gea and Ashley Young.

 

Net cash generated from/(used in) financing activities

 

Net cash generated from financing activities for the six months ended 31 December 2012 was £6.0 million, an increase of £34.4 million over a cash outflow of £28.4 million for the six months ended 31 December 2011. In the six months ended 31 December 2012 the Company raised £70.3 million ($110.2 million) following the public offering of shares on the New York Stock Exchange. Expenses of £1.5 million directly attributable to this issue of new shares have been offset against the proceeds. The net proceeds were used to repurchase a portion of the Group’s US dollar denominated senior secured notes, comprising a principal value of £62.7 million ($101.7 million) and a premium on repurchase of £5.2 million ($8.5 million).

 

9



 

Indebtedness

 

Our primary sources of indebtedness consist of our pound sterling denominated 83/4% senior secured notes due 2017 and our US dollar denominated 83/8% senior secured notes due 2017. As part of the security for our senior secured notes and revolving credit facility, substantially all of our assets are subject to liens and mortgages.

 

Description of principal indebtedness

 

83/4% pound sterling senior secured notes due 2017 and 83/8% US dollar senior secured notes due 2017.

 

Our senior secured notes initially consisted of two tranches: £250 million 83/4% senior secured notes due 2017 and $425 million 83/8% senior secured notes due 2017. Our senior secured notes were issued by our wholly-owned finance subsidiary, MU Finance plc, are guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited and Manchester United Football Club Limited and are secured against all of the assets of Red Football Limited and each of the guarantors.

 

The indenture governing our senior secured notes contains customary covenants and restrictions on the activities of Red Football Limited and each of Red Football Limited’s subsidiaries, including, but not limited to, the incurrence of additional indebtedness; dividends or distributions in respect of capital stock or certain other restricted payments or investments; entering into agreements that restrict distributions from restricted subsidiaries; the sale or disposal of assets, including capital stock of restricted subsidiaries; transactions with affiliates; the incurrence of liens; and mergers, consolidations or the sale of substantially all of Red Football Limited’s assets. The covenants in the indenture governing our senior secured notes are subject to certain thresholds and exceptions described in the indenture governing our senior secured notes.

 

Using all of the net proceeds from our initial public offering we repurchased £62.7 million of our senior secured notes during the six months ended 31 December 2012, comprising $101.7 million of our senior secured notes from the US dollar tranche. All repurchased senior secured notes have been retired. The total amount of senior secured notes outstanding at 31 December 2012, net of unamortised discounts and issue costs of £14.3 million, was the sterling equivalent of £342.7 million. The outstanding notes comprise principal amounts of £177.8 million 83/4% senior secured notes and $291.3 million 83/8% senior secured notes.

 

Revolving credit facility.

 

Our revolving credit facility agreement allows Manchester United Limited and Manchester United Football Club Limited to borrow up to £75 million from a syndicate of lenders and J.P. Morgan Europe Limited as agent and security trustee. The facility consists of two individual facilities of £50 million and £25 million. As of 31 December 2012, we had no outstanding borrowings under the revolving credit facility. Our revolving credit facility is scheduled to expire in 2016.

 

Our revolving credit facility is guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited, Manchester United Football Club Limited and MU Finance plc and secured against the assets of those entities.

 

Alderley facility.

 

The Alderley facility consists of a bank loan to Alderley Urban Investments Limited, a subsidiary of Manchester United Limited. The loan attracts interest at LIBOR plus 1%. As of 31 December 2012, £2.5 million of the loan is repayable in quarterly installments through July 2018, and the remaining balance of approximately £4.2 million is repayable at par on 9 July 2018. The loan is secured against the Manchester International Freight Terminal which is owned by Alderley Urban Investments Limited.

 

Loan stock issued to minority shareholder of MUTV.

 

The loan stock issued to the minority shareholder of MUTV, Sky Ventures Limited, a wholly-owned subsidiary of Sky that is unrelated to us or our principal shareholder, is unsecured and accrues interest at

 

10



 

LIBOR plus 1% to 1.5%. On 2 January 2013, the Group acquired the remaining 33.3% of the issued share capital of MUTV for a purchase consideration of £2.6 million. On the same date the Group repaid the loan stock issued to Sky Ventures Limited together with accrued interest.

 

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

 

We do not conduct research and development activities.

 

OFF BALANCE SHEET ARRANGEMENTS

 

Transfer fees payable

 

Under the terms of certain contracts with other football clubs in respect of player transfers, additional amounts would be payable by us if certain specific performance conditions are met. As noted above, we estimate the fair value of any contingent consideration at the date of acquisition based on the probability of conditions being met and monitor this on an ongoing basis. A provision of £0.5 million relating to this contingent consideration has been recognised in our balance sheet as of 31 December 2012, and the maximum additional amount that could be payable as of that date is £20.3 million.

 

Transfer fees receivable

 

Similarly, under the terms of contracts with other football clubs for player transfers, additional amounts would be payable to us if certain specific performance conditions are met. In accordance with the recognition criteria for contingent assets, such amounts are only disclosed by the Company when probable and recognised when virtually certain. As of 31 December 2012, we do not believe receipt of any such amounts to be probable.

 

Other commitments

 

In the ordinary course of business, we enter into operating lease commitments and capital commitments. These transactions are recognised in the consolidated financial statements in accordance with IFRS as issued by IASB and are more fully disclosed therein.

 

As of 31 December 2012, we had not entered into any other off-balance sheet transactions.

 

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

 

Contractual Obligations

 

The following table summarises our contractual obligations as of 31 December 2012:

 

 

 

Payments due by period(1)

 

 

 

Less
than
1 year

 

1-3 years

 

3-5 years

 

More than
five years

 

Total

 

 

 

(in £ thousands)

 

Long-term debt obligations(2)

 

51,106

 

61,933

 

391,004

 

4,566

 

508,609

 

Finance lease obligations

 

 

 

 

 

 

Operating lease obligations(3)

 

2,672

 

3,973

 

396

 

4,312

 

11,353

 

Purchase obligations(4)

 

58,678

 

20,804

 

969

 

1,505

 

81,956

 

Other long-term liabilities

 

 

 

 

 

 

Total

 

112,456

 

86,710

 

392,369

 

10,383

 

601,918

 

 


(1)         This table reflects contractual non-derivative financial obligations including interest and operating lease payments and therefore differs from the carrying amounts in our consolidated financial statements.

 

11



 

(2)         As of 31 December 2012, we had the following amounts outstanding of our 83/4% senior secured notes due 2017 and 83/8% senior secured notes due 2017: £177.8 million of the sterling tranche of senior secured notes and $291.3 million of the US dollar tranche of senior secured notes. Other long-term indebtedness consists of a bank loan to Alderley Urban Investments, a subsidiary of Manchester United Limited, and loan stock issued to the minority shareholder of MUTV, Sky Ventures Limited. As of 31 December 2012, we had £6.7 million outstanding under the Alderley facility and £4.4 million outstanding on the loan stock.

(3)         We enter into operating leases in the normal course of business. Most lease arrangements provide us with the option to renew the leases at defined terms. The future operating lease obligations would change if we were to exercise these options, or if we were to enter into additional new operating leases.

(4)         Purchase obligations include current other payable obligations, including obligations payable in the year ended 30 June 2013 related to acquisition of players’ registrations and capital commitments.

 

Except as disclosed above and in note 28.3 to the unaudited interim consolidated financial statements as of and for the three and six months ended 31 December 2012 included elsewhere in this interim report, as of 31 December 2012, we did not have any material contingent liabilities or guarantees.

 

Contingencies

 

We are involved in various routine legal proceedings incident to the ordinary course of our business. We believe that the outcome of all pending legal proceedings, in the aggregate, will not have a material adverse effect on our business, financial condition or operating results. Further, we believe that the probability of any losses arising from these legal proceedings is remote and accordingly no provision has been made in our consolidated balance sheet as of 31 December 2012 in accordance with IFRS.

 

As of 31 December 2012, we had no material contingent liabilities in respect of legal claims arising in the ordinary course of business.

 

12



 

Manchester United plc

Interim consolidated income statement

 

 

 

 

 

Unaudited
three months ended
31 December

 

Unaudited
six months ended
31 December

 

 

 

Note

 

2012
£’000

 

2011
£’000

 

2012
£’000

 

2011
£’000

 

Revenue

 

6

 

110,056

 

101,278

 

186,372

 

175,060

 

Operating expenses

 

7

 

(73,169

)

(70,031

)

(147,980

)

(136,457

)

Profit on disposal of players’ registrations

 

 

 

687

 

206

 

5,505

 

5,830

 

Operating profit

 

 

 

37,574

 

31,453

 

43,897

 

44,433

 

Finance costs

 

 

 

(9,277

)

(12,443

)

(21,753

)

(32,062

)

Finance income

 

 

 

67

 

194

 

156

 

478

 

Net finance costs

 

9

 

(9,210

)

(12,249

)

(21,597

)

(31,584

)

Profit on ordinary activities before tax

 

 

 

28,364

 

19,204

 

22,300

 

12,849

 

Tax (expense)/credit

 

10

 

(12,146

)

22,867

 

14,386

 

24,252

 

Profit for the period from continuing operations

 

 

 

16,218

 

42,071

 

36,686

 

37,101

 

Attributable to:

 

 

 

 

 

 

 

 

 

 

 

Owners of the Company

 

 

 

16,131

 

41,967

 

36,517

 

36,949

 

Non-controlling interest

 

 

 

87

 

104

 

169

 

152

 

 

 

 

 

16,218

 

42,071

 

36,686

 

37,101

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share attributable to the equity holders of the Company during the period

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share (Pounds Sterling)

 

11

 

0.10

 

0.27

(1)

0.23

 

0.24

(1)

 


(1) As adjusted retrospectively to reflect the reorganisation transactions described in note 1.1.

 

See accompanying notes to the interim consolidated financial statements.

 

13



 

Manchester United plc

Interim consolidated statement of comprehensive income

 

 

 

 

 

Unaudited
three months ended
31 December

 

Unaudited
six months ended
31 December

 

 

 

Note

 

2012
£’000

 

2011
£’000

 

2012
£’000

 

2011
£’000

 

Profit for the period

 

 

 

16,218

 

42,071

 

36,686

 

37,101

 

Items that may subsequently be reclassified to the income statement:

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss)/income:

 

 

 

 

 

 

 

 

 

 

 

Fair value movements on cash flow hedges, net of tax

 

10

 

(790

)

(482

)

(665

)

466

 

Exchange (loss)/gain on translation of overseas subsidiary

 

10

 

(31

)

84

 

(4

)

170

 

Other comprehensive (loss)/income for the period

 

 

 

(821

)

(398

)

(669

)

636

 

Total comprehensive income for the period

 

 

 

15,397

 

41,673

 

36,017

 

37,737

 

Attributable to:

 

 

 

 

 

 

 

 

 

 

 

Owners of the Company

 

 

 

15,310

 

41,569

 

35,848

 

37,585

 

Non-controlling interest

 

 

 

87

 

104

 

169

 

152

 

 

 

 

 

15,397

 

41,673

 

36,017

 

37,737

 

 

Items in the statement above are disclosed net of tax. The tax relating to each component of other comprehensive income is disclosed in note 10.

 

See accompanying notes to the interim consolidated financial statements.

 

14



 

Manchester United plc

Interim consolidated balance sheet

 

 

 

Note

 

Unaudited
31 December
2012
£’000

 

Audited
30 June
2012
£’000

 

Unaudited
31 December
2011
£’000

 

ASSETS

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

13

 

253,609

 

247,866

 

244,537

 

Investment property

 

14

 

14,140

 

14,197

 

14,245

 

Goodwill

 

15

 

421,453

 

421,453

 

421,453

 

Players’ registrations

 

16

 

125,945

 

112,399

 

109,864

 

Trade and other receivables

 

18

 

1,500

 

3,000

 

13,000

 

Non-current tax receivable

 

19

 

 

 

2,500

 

Deferred tax asset

 

24

 

15,481

 

 

 

 

 

 

 

832,128

 

798,915

 

805,599

 

Current assets

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

17

 

161

 

967

 

239

 

Trade and other receivables

 

18

 

61,970

 

74,163

 

47,484

 

Current tax receivable

 

19

 

2,500

 

2,500

 

 

Cash and cash equivalents

 

 

 

66,631

 

70,603

 

50,900

 

 

 

 

 

131,262

 

148,233

 

98,623

 

Total assets

 

 

 

963,390

 

947,148

 

904,222

 

 

See accompanying notes to the interim consolidated financial statements.

 

15



 

Manchester United plc

Interim consolidated balance sheet (continued)

 

 

 

Note

 

Unaudited
31 December
2012
£’000

 

Audited
30 June
2012(1)
£’000

 

Unaudited
31 December
2011(1)
£’000

 

EQUITY AND LIABILITIES

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

Share capital

 

25

 

52

 

50

 

50

 

Share premium

 

 

 

68,822

 

25

 

25

 

Merger reserve

 

 

 

249,030

 

249,030

 

249,030

 

Hedging reserve

 

 

 

1

 

666

 

 

Retained earnings/(deficit)

 

 

 

24,323

 

(12,671

)

11,233

 

Equity attributable to owners of the Company

 

 

 

342,228

 

237,100

 

260,338

 

Non-controlling interests

 

 

 

(1,834

)

(2,003

)

(2,178

)

 

 

 

 

340,394

 

235,097

 

258,160

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

17

 

1,629

 

1,685

 

 

Trade and other payables

 

20

 

21,086

 

22,305

 

21,011

 

Borrowings

 

21

 

349,005

 

421,247

 

422,802

 

Deferred revenue

 

22

 

4,888

 

9,375

 

13,862

 

Provisions

 

23

 

1,158

 

1,378

 

1,644

 

Deferred tax liabilities

 

24

 

28,161

 

26,678

 

30,319

 

 

 

 

 

405,927

 

482,668

 

489,638

 

Current liabilities

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

17

 

60

 

 

1,734

 

Current tax liabilities

 

 

 

1,128

 

1,128

 

1,127

 

Trade and other payables

 

20

 

66,106

 

83,664

 

47,122

 

Borrowings

 

21

 

17,625

 

15,628

 

16,148

 

Deferred revenue

 

22

 

131,712

 

128,535

 

89,860

 

Provisions

 

23

 

438

 

428

 

433

 

 

 

 

 

217,069

 

229,383

 

156,424

 

Total equity and liabilities

 

 

 

963,390

 

947,148

 

904,222

 

 


(1) As adjusted retrospectively to reflect the reorganisation transactions described in note 1.1.

 

See accompanying notes to the interim consolidated financial statements.

 

16



 

Manchester United plc

Interim consolidated statement of changes in equity

 

 

 

Share
capital

£’000

 

Share
premium

£’000

 

Merger
reserve

£’000

 

Hedging
reserve

£’000

 

Retained
earnings/

(deficit)
£’000

 

Total
attributable
to owners of
the Company

£’000

 

Non-
controlling
interests

£’000

 

Total
equity

£’000

 

Balance at 1 July 2011 (audited)

 

 

249,105

 

 

(466

)

(25,886

)

222,753

 

(2,330

)

220,423

 

Profit for the period

 

 

 

 

 

36,949

 

36,949

 

152

 

37,101

 

Cash flow hedges, net of tax

 

 

 

 

466

 

 

466

 

 

466

 

Currency translation differences

 

 

 

 

 

170

 

170

 

 

170

 

Total comprehensive income for the period

 

 

 

 

466

 

37,119

 

37,585

 

152

 

37,737

 

Proceeds from shares issued

 

50

 

25

 

 

 

 

75

 

 

75

 

Capital reorganisation(1)

 

 

(249,105

)

249,030

 

 

 

(75

)

 

(75

)

Balance at 31 December 2011 (unaudited)

 

50

 

25

 

249,030

 

 

11,233

 

260,338

 

(2,178

)

258,160

 

(Loss)/profit for the period

 

 

 

 

 

(13,963

)

(13,963

)

175

 

(13,788

)

Cash flow hedges, net of tax

 

 

 

 

666

 

 

666

 

 

666

 

Currency translation differences

 

 

 

 

 

59

 

59

 

 

59

 

Total comprehensive income/(loss) for the period

 

 

 

 

666

 

(13,904

)

(13,238

)

175

 

(13,063

)

Dividends

 

 

 

 

 

(10,000

)

(10,000

)

 

(10,000

)

Balance at 30 June 2012 (audited)

 

50

 

25

 

249,030

 

666

 

(12,671

)

237,100

 

(2,003

)

235,097

 

Profit for the period

 

 

 

 

 

36,517

 

36,517

 

169

 

36,686

 

Cash flow hedges, net of tax

 

 

 

 

(665

)

 

(665

)

 

(665

)

Currency translation differences

 

 

 

 

 

(4

)

(4

)

 

(4

)

Total comprehensive (loss)/income for the period

 

 

 

 

(665

)

36,513

 

35,848

 

169

 

36,017

 

Equity settled share-based payments

 

 

 

 

 

481

 

481

 

 

481

 

Proceeds from shares issued(2)

 

2

 

68,797

 

 

 

 

68,799

 

 

68,799

 

Balance at 31 December 2012 (unaudited)

 

52

 

68,822

 

249,030

 

1

 

24,323

 

342,228

 

(1,834

)

340,394

 

 


(1) Adjusted retrospectively to reflect the reorganisation transactions described in note 1.1.

 

(2) See note 1.2.

 

See accompanying notes to the interim consolidated financial statements.

 

17



 

Manchester United plc

Interim consolidated statement of cash flows

 

 

 

 

 

Unaudited
three months ended
31 December

 

Unaudited
six months ended
31 December

 

 

 

Note

 

2012
£’000

 

2011
£’000

 

2012
£’000

 

2011
£’000

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

Cash generated from/(used in) operations

 

26

 

27,980

 

(2,726

)

61,863

 

19,834

 

Interest paid

 

 

 

(3,431

)

(3,828

)

(27,934

)

(24,952

)

Interest received

 

 

 

72

 

233

 

157

 

379

 

Income tax received/(paid)

 

 

 

802

 

 

600

 

(3,210

)

Net cash generated from/(used in) operating activities

 

 

 

25,423

 

(6,321

)

34,686

 

(7,949

)

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

 

(5,942

)

(1,630

)

(9,338

)

(8,041

)

Purchases of investment property

 

 

 

 

 

 

(7,364

)

Purchases of players’ registrations

 

 

 

(3,361

)

(1,255

)

(38,258

)

(52,289

)

Proceeds from sale of players’ registrations

 

 

 

999

 

407

 

6,363

 

4,373

 

Net cash used in investing activities

 

 

 

(8,304

)

(2,478

)

(41,233

)

(63,321

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issue of shares

 

 

 

 

 

70,258

 

 

Expenses directly attributable to issue of shares

 

 

 

(1,459

)

 

(1,459

)

 

Repayment of borrowings

 

 

 

(92

)

(5,251

)

(62,796

)

(28,377

)

Net cash (used in)/generated from financing activities

 

 

 

(1,551

)

(5,251

)

6,003

 

(28,377

)

Net increase/(decrease) in cash and cash equivalents

 

 

 

15,568

 

(14,050

)

(544

)

(99,647

)

Cash and cash equivalents at beginning of period

 

 

 

52,527

 

64,967

 

70,603

 

150,645

 

Exchange losses on cash and cash equivalents

 

 

 

(1,464

)

(17

)

(3,428

)

(98

)

Cash and cash equivalents at end of period

 

 

 

66,631

 

50,900

 

66,631

 

50,900

 

 

See accompanying notes to the interim consolidated financial statements.

 

18



 

Manchester United plc

Notes to the interim consolidated financial statements

 

1                                         General information

 

Manchester United plc (‘the Company’) and its subsidiaries (together ‘the Group’) is a professional football club together with related and ancillary activities. The Company is incorporated under the Companies Law (2011 Revision) of the Cayman Islands. The Company became the parent of the Group as a result of reorganisation transactions which were completed immediately prior to the completion of the public offering of Manchester United plc shares on the New York Stock Exchange (“NYSE”) in August 2012 as described more fully below.

 

These interim consolidated financial statements were approved for issue on 13 February 2013.

 

1.1                               The reorganisation transactions

 

The Group had historically conducted business through Red Football Shareholder Limited, a private limited company incorporated in England and Wales, and its subsidiaries. Prior to the reorganisation transactions, Red Football Shareholder Limited was a direct, wholly owned subsidiary of Red Football LLC, a Delaware limited liability company. On 30 April 2012, Red Football LLC formed a wholly-owned subsidiary, Manchester United Ltd., an exempted company with limited liability incorporated under the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time. On 8 August 2012, Manchester United Ltd. changed its legal name to Manchester United plc.

 

On 9 August 2012, Red Football LLC contributed all of the equity interest of Red Football Shareholder Limited to Manchester United plc. As a result of these reorganisation transactions, Red Football Shareholder Limited became an indirect, wholly-owned subsidiary of Manchester United plc.

 

The new parent, Manchester United plc had 155,352,366 shares in issue immediately after the reorganisation transactions and before the issue of new shares pursuant to the public offering. The reorganisation transactions have been treated as a capital reorganisation arising at the reorganisation date (9 August 2012). In accordance with International Financial Reporting Standards, historic earnings per share calculations and the balance sheet as at 30 June 2012 and 31 December 2011 have been restated retrospectively to reflect the capital structure of the new parent rather than that of the former parent, Red Football Shareholder Limited.

 

1.2                               Initial public offering

 

On 10 August 2012, the Company issued a further 8,333,334 ordinary shares at an issue price of $14 per share and listed such shares on the NYSE. Net of underwriting costs and discounts, proceeds of $110,250,000 (£70,258,000) were received. Expenses of £1,459,000 directly attributable to this issue of new shares have been offset against share premium.

 

19



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

2                                         Basis of preparation

 

These interim consolidated financial statements have been prepared on a going concern basis in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended 30 June 2012, as filed with the Securities and Exchange Commission on 25 October 2012, in the Company’s Annual Report on Form 20-F, which were prepared in accordance with International Financial Reporting Standards (‘IFRSs’) as issued by the International Accounting Standards Board (‘IASB’). The report of the auditors on those financial statements was unqualified and did not contain an emphasis of matter paragraph. The results of operations for the interim periods should not be considered indicative of results to be expected for the full fiscal year.

 

These interim financial statements are presented in Pounds Sterling and all values are rounded to the nearest thousand (£’000) except when otherwise indicated.

 

3                                         Accounting policies

 

The accounting policies adopted are consistent with those of the previous financial year, except as described below.

 

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

 

New and amended standards and interpretations mandatory for the first time for the financial year beginning 1 July 2012

 

The Group has adopted the following new and amended standards and interpretations. None of these standards, amendments and interpretations had any material impact on the Group’s results, net assets or equity.

 

·                  Amendment to IAS 12, ‘Income taxes’

·                  Amendment to IAS 1, ‘Presentation of financial statements’ regarding other comprehensive income

 

20



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

3                                         Accounting policies (continued)

 

New and amended standards and interpretations issued but not yet effective and not adopted early by the Group

 

The following standards, amendments and interpretations are not yet effective and have not been adopted early by the Group. The adoption of these standards, amendments and interpretations is not expected to have a material impact on the Group’s results, net assets or equity. Adoption may affect the disclosures in the Group’s financial statements in the future.

 

·                      Amendment to IFRS 7, ‘Financial Instruments: asset and liability offsetting’

·                      IFRS 10, ‘Consolidated financial statements’

·                      IFRS 12, ‘Disclosures of interests in other entities’

·                      IFRS 13, ‘Fair value measurement’

·                      Amendment to IAS 19, ‘Employee benefits’

·                      IAS 27 (revised 2011), ‘Separate financial statements’

·                      Annual improvements to IFRSs 2011

·                      IFRS 9, ‘Financial instruments: classification, measurement’

·                      IFRS 11, ‘Joint arrangements’

·                      IAS 28 (revised 2011). ‘Associates and joint ventures’

·                      Amendment to IAS 32, ‘Financial instruments: Presentation’ on offsetting financial assets and financial liabilities

 

4                                         Estimates

 

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the interim consolidated financial statements are considered to be impairment of goodwill and non-current assets, intangible assets — players’ registrations, revenue recognition - estimates in certain commercial contracts, and recognition of deferred tax assets.

 

In preparing these interim consolidated financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 30 June 2012, with the exception of changes in estimates that are required in determining the provision for income taxes. Following the reorganisation transactions (see note 1.1) the Company has assumed certain US tax bases. A related deferred tax asset was recognised in respect of the US tax bases in the three months ended 30 September 2012, relating to future tax deductions. The amount recognised reflects management’s current best assessment of probable taxable profits in the future against which the tax deductions may be offset. This has been determined on the basis of only those commercial agreements in place at the balance sheet date. A portion of this deferred tax asset has been utilised in the three months ended 31 December 2012. The potential deferred tax asset available, which remains unrecognised, is currently estimated to be around £60 million. The asset will be recognised as and when key commercial contracts are renewed or replaced.

 

21



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

5                                         Seasonality of revenue

 

We experience seasonality in our sales and cash flow, limiting the overall comparability of interim financial periods. In any given interim period, our total revenue can vary based on the number of games played in that period, which affects the amount of Matchday and Broadcasting revenue recognised. Similarly, certain of our costs are derived from hosting games at Old Trafford, and these costs will also vary based on the number of games played in the period. We historically recognise the most revenue in our second and third fiscal quarters due to the scheduling of matches. However, a strong performance by our first team in the Champions League and domestic cups could result in significant additional Broadcasting and Matchday revenue, and consequently we may also recognise the most revenue in our fourth fiscal quarter in those years.

 

Commercial revenue comprises revenue receivable from the exploitation of the Manchester United brand through sponsorship and other commercial agreements, including minimum guaranteed revenue, and fees for the Manchester United first team undertaking tours. For sponsorship contracts any additional revenue receivable over and above the minimum guaranteed revenue contained in the sponsorship and licensing agreements is taken to revenue when a reliable estimate of the future performance of the contract can be obtained and it is probable that the amounts will not be recouped by the sponsor in future years. Revenue is recognised over the term of the sponsorship agreement in line with the performance obligations included within the contract and based on the sponsorship benefits enjoyed by the individual sponsor. This typically results in more revenue being recognised in the later stages of the contract as the level of support provided to sponsors increases over the term of the sponsorship agreement, which is consistent with the payment profiles typically set out in the contract. Commercial revenue includes additional commercial contracts profit share recognised in the six months ended 31 December 2012 amounting to £5.7 million, cumulative £23.0 million (2011: £4.1 million, cumulative £13.0 million); recognised in the three months ended 31 December 2012 amounting to £3.1 million (2011: £2.1 million).

 

Broadcasting rights revenue represents revenue receivable from all UK and overseas media contracts, including contracts negotiated centrally by the FA Premier League and UEFA. In addition, broadcasting rights revenue includes revenue receivable from the exploitation of Manchester United media rights through the internet or wireless applications. Distributions from the FA Premier League comprise a fixed element (which is recognised evenly as domestic home matches are played), facility fees for live coverage and highlights of domestic home and away matches (which are recognised when the respective match is played), and merit awards (which are only recognised when they are known at the end of the football season). Distributions from UEFA relating to participation in European cup competitions comprise market pool payments (which are recognised over the matches played in the competition, a portion of which reflects Manchester United’s performance relative to the other FA Premier League clubs in the competition) and fixed amounts for participation in individual matches (which are recognised when the matches are played).

 

Matchday revenue is recognised based on matches played throughout the year with revenue from each match being recognised only after the match to which the revenue relates has been played. Revenue from related activities such as Conference and Events or the Museum is recognised as the event or service is provided or the facility is enjoyed. Matchday revenue includes revenue receivable from all domestic and European match day activities from Manchester United games at Old Trafford, together with the Group’s share of gate receipts from cup matches not played at Old Trafford (where applicable), and fees for arranging other events at the Old Trafford stadium. The share of gate receipts payable to the other participating club and competition organiser for cup matches played at Old Trafford (where applicable) is treated as an operating expense.

 

22



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

6                                         Segment information

 

The principal activity of the Group is the operation of a professional football club. All of the activities of the Group support the operation of the football club and the success of the First Team is critical to the on-going development of the Group.

 

Consequently the Chief Operating Decision Maker (being the Board and Executive Officers of Manchester United plc) regards the Group as operating in one material segment, being the operation of a professional football club.

 

Revenue, all of which arises within the United Kingdom from the Group’s principal activity, can be analysed into its three main components as follows:

 

 

 

Unaudited
three months ended
31 December

 

Unaudited
six months ended
31 December

 

 

 

2012
£’000

 

2011
£’000

 

2012
£’000

 

2011
£’000

 

Commercial

 

35,514

 

27,646

 

78,544

 

62,206

 

Broadcasting

 

39,508

 

37,686

 

53,230

 

59,571

 

Matchday

 

35,034

 

35,946

 

54,598

 

53,283

 

 

 

110,056

 

101,278

 

186,372

 

175,060

 

 

All non-current assets, other than deferred tax assets, are held within the United Kingdom.

 

7                                        Operating expenses

 

 

 

Unaudited
three months ended
31 December

 

Unaudited
six months ended
31 December

 

 

 

2012
£’000

 

2011
£’000

 

2012
£’000

 

2011
£’000

 

Exceptional items (note 8)

 

781

 

2,026

 

3,879

 

2,026

 

Employee benefit expense

 

44,214

 

38,692

 

84,486

 

76,520

 

Depreciation - property, plant and equipment (note 13)

 

1,822

 

1,694

 

3,709

 

3,503

 

Depreciation - investment property (note 14)

 

30

 

27

 

60

 

57

 

Stadium and other operating expenses

 

15,662

 

17,666

 

35,363

 

34,331

 

 

 

62,509

 

60,105

 

127,497

 

116,437

 

Amortisation of players’ registrations (note 16)

 

10,660

 

9,926

 

20,483

 

20,020

 

 

 

73,169

 

70,031

 

147,980

 

136,457

 

 

23



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

8                                         Exceptional items

 

 

 

Unaudited
three months ended
31 December

 

Unaudited
six months ended
31 December

 

 

 

2012
£’000

 

2011
£’000

 

2012
£’000

 

2011
£’000

 

Professional adviser fees relating to issue of shares

 

781

 

2,026

 

3,879

 

2,026

 

 

Professional adviser fees relating to the issue of shares are recognised as an expense when they are not directly attributable to the issue of new shares.

 

9                               Net finance costs

 

 

 

Unaudited
three months ended
31 December

 

Unaudited
six months ended
31 December

 

 

 

2012
£’000

 

2011
£’000

 

2012
£’000

 

2011
£’000

 

Interest payable on bank loans, overdrafts and deferred element of terminated interest rate swap

 

2,294

 

939

 

4,991

 

1,956

 

Interest payable on senior secured notes

 

7,688

 

9,313

 

16,741

 

18,621

 

Amortisation of issue discount, debt finance and debt issue costs on senior secured notes

 

495

 

582

 

3,567

 

1,385

 

Premium on repurchase of senior secured notes (see note 21)

 

 

280

 

5,244

 

2,180

 

Foreign exchange (gain)/loss on US Dollar denominated senior secured notes

 

(1,165

)

1,169

 

(8,809

)

7,421

 

Unwinding of discount factors

 

38

 

150

 

76

 

168

 

Fair value movement on derivative financial instruments:

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

(73

)

10

 

(57

)

331

 

Total finance costs

 

9,277

 

12,443

 

21,753

 

32,062

 

Total finance income - interest receivable

 

(67

)

(194

)

(156

)

(478

)

Net finance costs

 

9,210

 

12,249

 

21,597

 

31,584

 

 

24



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

10                                  Tax

 

Tax is recognised based on management’s estimate of the weighted average annual tax rate expected for the full financial year. Based on current forecasts, the estimated weighted average annual tax rate used for the year to 30 June 2013 is -64.5% (negative rate) due to the recognition of a deferred tax asset as a result of a change in tax base following the reorganisation transactions.

 

 

 

Unaudited
three months ended
31 December

 

Unaudited
six months ended
31 December

 

 

 

2012
£’000

 

2011
£’000

 

2012
£’000

 

2011
£’000

 

Current tax

 

 

 

 

 

 

 

 

 

Current tax on result for the period

 

 

 

 

1

 

Foreign tax suffered

 

(247

)

 

(450

)

 

Adjustment in respect of previous years

 

(1

)

 

1,049

 

 

Total current tax (expense)/credit

 

(248

)

 

599

 

1

 

Deferred tax

 

 

 

 

 

 

 

 

 

Origination and reversal of timing differences

 

(13,253

)

1,597

 

(12,577

)

2,981

 

Adjustment in respect of previous years

 

(645

)

 

1,364

 

 

Recognition of previously unrecognised deferred tax asset

 

 

21,270

 

 

21,270

 

Recognition of deferred tax asset as a result of change in tax base

 

2,000

 

 

25,000

 

 

Total deferred tax (expense)/credit

 

(11,898

)

22,867

 

13,787

 

24,251

 

Total tax (expense)/credit

 

(12,146

)

22,867

 

14,386

 

24,252

 

 

In addition to the amount credited to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:

 

 

 

Unaudited
three months ended
31 December 2012

 

Unaudited
three months ended
31 December 2011

 

 

 

Before tax
£’000

 

Tax
£’000

 

After tax
£’000

 

Before tax
£’000

 

Tax
£’000

 

After tax
£’000

 

Arising on income and expenses recognised in other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Movements in fair value of financial instruments treated as cash flow hedges

 

(1,026

)

236

 

(790

)

(643

)

161

 

(482

)

Exchange gain on translation of overseas subsidiary

 

(31

)

 

(31

)

84

 

 

84

 

Other comprehensive (loss)/income

 

(1,057

)

236

 

(821

)

(559

)

161

 

(398

)

Deferred tax

 

 

236

 

 

 

161

 

 

 

25



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

10                                  Tax (continued)

 

 

 

Unaudited
six months ended
31 December 2012

 

Unaudited
six months ended
31 December 2011

 

 

 

Before tax
£’000

 

Tax
£’000

 

After tax
£’000

 

Before tax
£’000

 

Tax
£’000

 

After tax
£’000

 

Arising on income and expenses recognised in other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Movements in fair value of financial instruments treated as cash flow hedges

 

(876

)

211

 

(665

)

630

 

(164

)

466

 

Exchange gain on translation of overseas subsidiary

 

(4

)

 

(4

)

170

 

 

170

 

Other comprehensive (loss)/income

 

(880

)

211

 

(669

)

800

 

(164

)

636

 

Deferred tax (note 24)

 

 

211

 

 

 

(164

)

 

 

11                                  Earnings per share

 

Basic and diluted earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the period, as adjusted for the reorganisation transactions described in note 1.1. The Company did not have any dilutive shares during the period (2011: none).

 

 

 

Unaudited
three months ended
31 December

 

Unaudited
six months ended
31 December

 

 

 

2012

 

2011

 

2012

 

2011

 

Profit attributable to equity holders of the Company (£’000)

 

16,131

 

41,967

 

36,517

 

36,949

 

Weighted average Class A ordinary shares (thousands)

 

39,826

 

31,352

(1)

37,980

 

31,352

(1)

Weighted average Class B ordinary shares (thousands)

 

124,000

 

124,000

(1)

124,000

 

124,000

(1)

Basic earnings per share (Pounds Sterling)

 

0.10

 

0.27

(1)

0.23

 

0.24

(1)

Diluted earnings per share (Pounds Sterling)

 

0.10

 

0.27

(1)

0.23

 

0.24

(1)

 


(1) As adjusted retrospectively to reflect the reorganisation transactions described in note 1.1.

 

12                                  Dividends

 

No dividend has been paid by the Company during the six month period ended 31 December 2012 (six months ended 31 December 2011: £nil) and the directors are not proposing to pay a dividend relating to the period ended 31 December 2012.

 

26



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

13                                  Property, plant and equipment

 

 

 

Freehold
property

£’000

 

Plant and
machinery
£’000

 

Fixtures
and
fittings

£’000

 

Total
£’000

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

 

 

At 1 July 2011

 

255,326

 

34,329

 

22,988

 

312,643

 

Additions

 

3,792

 

1,523

 

2,185

 

7,500

 

At 31 December 2011

 

259,118

 

35,852

 

25,173

 

320,143

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

At 1 July 2011

 

26,924

 

30,428

 

14,751

 

72,103

 

Charge for the period

 

1,649

 

818

 

1,036

 

3,503

 

At 31 December 2011

 

28,573

 

31,246

 

15,787

 

75,606

 

Net book amount

 

 

 

 

 

 

 

 

 

At 31 December 2011 (unaudited)

 

230,545

 

4,606

 

9,386

 

244,537

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

 

 

At 1 July 2012

 

264,505

 

35,845

 

25,544

 

325,894

 

Additions

 

6,149

 

903

 

2,400

 

9,452

 

Disposals

 

 

(104

)

 

(104

)

At 31 December 2012

 

270,654

 

36,644

 

27,944

 

335,242

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

At 1 July 2012

 

30,230

 

31,204

 

16,594

 

78,028

 

Charge for the period

 

1,644

 

872

 

1,193

 

3,709

 

Disposals

 

 

(104

)

 

(104

)

At 31 December 2012

 

31,874

 

31,972

 

17,787

 

81,633

 

Net book amount

 

 

 

 

 

 

 

 

 

At 31 December 2012 (unaudited)

 

238,780

 

4,672

 

10,157

 

253,609

 

At 30 June 2012 (audited)

 

234,275

 

4,641

 

8,950

 

247,866

 

 

27



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

14           Investment property

 

 

 

Total
£’000

 

Cost

 

 

 

At 1 July 2011

 

11,762

 

Additions

 

7,364

 

At 31 December 2011

 

19,126

 

Accumulated depreciation and impairment

 

 

 

At 1 July 2011

 

4,824

 

Charge for the period

 

57

 

At 31 December 2011

 

4,881

 

Net book amount

 

 

 

At 31 December 2011 (unaudited)

 

14,245

 

 

 

 

 

Cost

 

 

 

At 1 July 2012

 

19,126

 

Additions

 

3

 

At 31 December 2012

 

19,129

 

Accumulated depreciation and impairment

 

 

 

At 1 July 2012

 

4,929

 

Charge for the period

 

60

 

At 31 December 2012

 

4,989

 

Net book amount

 

 

 

At 31 December 2012 (unaudited)

 

14,140

 

At 30 June 2012 (audited)

 

14,197

 

 

Investment properties were last internally valued as at 30 June 2012 by an employee of Manchester United Limited who is knowledgeable about property valuation principles and is familiar with the properties concerned. There were no changes to the carrying amount of investment property following this valuation. Investment properties were externally valued as at 30 June 2011 in accordance with UK practice statements contained within the Royal Institute of Chartered Surveyors Valuations Standards, 6th edition. The fair value as at 30 June 2012 was £14,197,000. Management has considered the carrying amount of investment property as of 31 December 2012 and concluded that, as there are no indicators of impairment, an impairment test is not required.

 

28



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

15           Goodwill

 

 

 

Total
£’000

 

Cost and net book value at 31 December 2011 (unaudited), 30 June 2012 (audited) and 31 December 2012 (unaudited)

 

421,453

 

 

Goodwill is not subject to amortisation and is tested annually for impairment (normally at the end of the third fiscal quarter) or more frequently if events or changes in circumstances indicate a potential impairment. Management has considered the carrying amount of goodwill as of 31 December 2012 and concluded that, as there are no indicators of impairment, a detailed impairment test is not required. Having assessed the future anticipated cash flows, management believes that any reasonably possible changes in key assumptions would not result in an impairment of goodwill.

 

29



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

16           Players’ registrations

 

 

 

Total
£’000

 

Cost

 

 

 

At 1 July 2011

 

293,370

 

Additions

 

1,170

 

Disposals

 

(2,162

)

At 31 December 2011

 

292,378

 

Accumulated amortisation

 

 

 

At 1 July 2011

 

163,661

 

Charge for the period

 

20,020

 

Disposals

 

(1,167

)

At 31 December 2011

 

182,514

 

Net book amount

 

 

 

At 31 December 2011 (unaudited)

 

109,864

 

 

 

 

 

Cost

 

 

 

At 1 July 2012

 

306,817

 

Additions

 

35,922

 

Disposals

 

(38,490

)

At 31 December 2012

 

304,249

 

Accumulated amortisation

 

 

 

At 1 July 2012

 

194,418

 

Charge for the period

 

20,483

 

Disposals

 

(36,597

)

At 31 December 2012

 

178,304

 

Net book amount

 

 

 

At 31 December 2012 (unaudited)

 

125,945

 

At 30 June 2012 (audited)

 

112,399

 

 

30



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

17           Derivative financial instruments

 

 

 

Unaudited
31 December 2012

 

Audited
30 June 2012

 

Unaudited
31 December 2011

 

 

 

Assets

 

Liabilities

 

Assets

 

Liabilities

 

Assets

 

Liabilities

 

 

 

£’000

 

£’000

 

£’000

 

£’000

 

£’000

 

£’000

 

Derivatives that are designated and effective as hedging instruments carried at fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward foreign exchange contracts

 

161

 

 

876

 

 

239

 

 

Financial instruments carried at fair value through profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

(1,629

)

 

(1,685

)

 

(1,734

)

Forward foreign exchange contracts

 

 

(60

)

91

 

 

 

 

 

 

161

 

(1,689

)

967

 

(1,685

)

239

 

(1,734

)

Less non-current portion:

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial instruments carried at fair value through profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

 

(1,629

)

 

(1,685

)

 

 

Non-current derivative financial instruments

 

 

(1,629

)

 

(1,685

)

 

 

Current derivative financial instruments

 

161

 

(60

)

967

 

 

239

 

(1,734

)

 

31



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

18           Trade and other receivables

 

 

 

Unaudited
31 December
2012
£’000

 

Audited
30 June
2012
£’000

 

Unaudited
31 December
2011
£’000

 

Trade receivables

 

26,969

 

51,425

 

16,522

 

Less: provision for impairment of trade receivables

 

(4,194

)

(2,586

)

(2,510

)

Net trade receivables

 

22,775

 

48,839

 

14,012

 

Other receivables

 

267

 

1,180

 

10,009

 

Accrued income

 

30,624

 

16,519

 

25,194

 

 

 

53,666

 

66,538

 

49,215

 

Prepayments

 

9,804

 

10,625

 

11,269

 

 

 

63,470

 

77,163

 

60,484

 

Less: non-current portion

 

 

 

 

 

 

 

Trade receivables

 

1,500

 

3,000

 

3,000

 

Other receivables (note 31.1)

 

 

 

10,000

 

Non-current trade and other receivables

 

1,500

 

3,000

 

13,000

 

Current trade and other receivables

 

61,970

 

74,163

 

47,484

 

 

Net trade receivables include transfer fees receivable from other football clubs of £7,513,000 (30 June 2012: £6,879,000; 31 December 2012: £6,442,000) of which £1,500,000 (30 June 2012: £3,000,000; 31 December 2011: £3,000,000) is receivable after more than one year. Net trade receivables also include £11,874,000 (30 June 2012: £35,637,000; 31 December 2011: £4,008,000) of deferred revenue that is contractually payable to the Company, but recorded in advance of the earnings process, with corresponding amounts recorded as current deferred revenue liabilities.

 

19           Tax receivable

 

 

 

Unaudited
31 December
2012
£’000

 

Audited
30 June
 2012
£’000

 

Unaudited
31 December
2011
£’000

 

Non-current tax receivable

 

 

 

2,500

 

Current tax receivable

 

2,500

 

2,500

 

 

Total tax receivable

 

2,500

 

2,500

 

2,500

 

 

The current tax receivable of £2,500,000 relates to tax withheld at 25% of the loans made to Directors during 2009 under s455 CTA 2010. The corresponding liability was paid on 1 April 2010 and is recoverable upon repayment of the Directors’ loans. The loans were repaid on 25 April 2012.

 

32



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

20                                  Trade and other payables

 

 

 

Unaudited
31 December
 2012
£’000

 

Audited
30 June
2012
£’000

 

Unaudited
31 December
2011
£’000

 

Trade payables

 

31,924

 

34,013

 

16,194

 

Other payables

 

18,538

 

22,070

 

21,927

 

Accrued expenses

 

26,605

 

34,223

 

23,805

 

 

 

77,067

 

90,306

 

61,926

 

Social security and other taxes

 

10,125

 

15,663

 

6,207

 

 

 

87,192

 

105,969

 

68,133

 

Less: non-current portion:

 

 

 

 

 

 

 

Trade payables

 

7,639

 

6,230

 

4,253

 

Other payables

 

13,447

 

16,075

 

16,758

 

Non-current trade and other payables

 

21,086

 

22,305

 

21,011

 

Current trade and other payables

 

66,106

 

83,664

 

47,122

 

 

Trade payables include transfer fees and other associated costs in relation to the acquisition of players’ registrations of £26,169,000 (30 June 2012: £28,877,000; 31 December 2011: £12,939,000) of which £7,639,000 (30 June 2012: £6,230,000; 31 December 2011: £4,253,000) is due after more than one year.

 

Other payables include the deferred element of a terminated interest rate swap (related to the former secured senior facilities) of £15,986,000 (30 June 2012: £18,282,000; 31 December 2011: £20,410,000) of which £11,139,000 (30 June 2012: £13,655,000; 31 December 2011: £16,002,000) is due after more than one year. This is being repaid to the bank counterparties over 6 years from 2010 and accrues interest at an effective interest rate of 5.13%.

 

Accrued expenses as of 31 December 2012 includes accrued interest on the loan stock issued to the minority shareholder of MUTV Limited amounting to £2,918,000 (30 June 2012: £2,855,000; 31 December 2011: £2,893,000) — see note 33.

 

33



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

21                                  Borrowings

 

 

 

Unaudited
31 December
2012
£’000

 

Audited
30 June
2012
£’000

 

Unaudited
31 December
2011
£’000

 

Non-current:

 

 

 

 

 

 

 

Secured bank loan

 

6,281

 

6,469

 

6,652

 

Other borrowings

 

 

4,193

 

4,268

 

Senior secured notes

 

342,724

 

410,585

 

411,882

 

 

 

349,005

 

421,247

 

422,802

 

Current:

 

 

 

 

 

 

 

Secured bank loan

 

370

 

359

 

348

 

Other borrowings

 

4,443

 

250

 

400

 

Accrued interest on senior secured notes

 

12,812

 

15,019

 

15,400

 

 

 

17,625

 

15,628

 

16,148

 

Total borrowings

 

366,630

 

436,875

 

438,950

 

 

During the six months ended 31 December 2012 the Group repurchased the sterling equivalent of £62,619,000 (year ended 30 June 2012: £28,211,000; six months ended 31 December 2011: £28,211,000) of senior secured notes. The consideration paid amounted to £67,863,000 (year ended 30 June 2012: £30,391,000; six months ended 31 December 2011: £30,391,000) including a premium on repurchase of £5,244,000 (year ended 30 June 2012: £2,180,000; six months ended 31 December 2011: £2,180,000). The premium on repurchase and consequent accelerated amortisation of issue discount and debt finance costs are immediately recognised in the income statement. The repurchased senior secured notes have been retired.

 

Other borrowings comprise loan stock issued to the minority shareholder of MUTV Limited — see note 33.

 

The Group also has undrawn committed borrowing facilities of £75,000,000 (30 June 2012 and 31 December 2011: £75,000,000). No drawdowns were made from these facilities during 2012 or 2011.

 

22                                  Deferred revenue

 

 

 

Unaudited
31 December
2012
£’000

 

Audited
30 June
2012
£’000

 

Unaudited
31 December
2011
£’000

 

Total

 

136,600

 

137,910

 

103,722

 

Less non-current deferred revenue

 

(4,888

)

(9,375

)

(13,862

)

Current deferred revenue

 

131,712

 

128,535

 

89,860

 

 

Revenue from commercial, broadcasting and matchday activities received in advance of the period to which it relates is treated as deferred revenue. The deferred revenue is then released to revenue in accordance with the substance of the relevant agreements or, where applicable, as matches are played. The Group receives substantial amounts of deferred revenue prior to the previous year end which is then released to revenue throughout the current and, where applicable, future financial years.

 

34



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

23                                  Provisions

 

The provision relates entirely to an onerous property lease in the Republic of Ireland which contains a break clause that may be exercised in 2015. The movement in the provision was as follows:

 

 

 

Unaudited
31 December
2012
£’000

 

Audited
30 June
2012
£’000

 

Unaudited
31 December
2011
£’000

 

At the beginning of the period

 

1,806

 

2,476

 

2,476

 

Utilised

 

(240

)

(480

)

(248

)

Unwinding of discount

 

26

 

69

 

36

 

Movements on foreign exchange

 

4

 

(259

)

(187

)

At the end of the period

 

1,596

 

1,806

 

2,077

 

 

 

 

 

 

 

 

 

The balance comprises:

 

 

 

 

 

 

 

Non-current provisions

 

1,158

 

1,378

 

1,644

 

Current provisions

 

438

 

428

 

433

 

 

 

1,596

 

1,806

 

2,077

 

 

24                                  Deferred tax

 

The gross movement on the deferred tax (liabilities)/assets account is as follows:

 

 

 

Unaudited
31 December
2012
£’000

 

Audited
30 June
2012
£’000

 

Unaudited
31 December
2011
£’000

 

At the beginning of the period (net)

 

(26,678

)

(54,406

)

(54,406

)

Credited to the income statement

 

13,787

 

28,102

 

24,251

 

Credited/(expensed) to other comprehensive income

 

211

 

(374

)

(164

)

At the end of the period (net)

 

(12,680

)

(26,678

)

(30,319

)

 

Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

 

 

 

Unaudited
31 December
2012
£’000

 

Audited
30 June
2012
£’000

 

Unaudited
31 December
2011
£’000

 

Deferred tax assets

 

15,481

 

 

 

Deferred tax liabilities

 

(28,161

)

(26,678

)

(30,319

)

Deferred tax liabilities (net)

 

(12,680

)

(26,678

)

(30,319

)

 

The Group has a potential deferred tax asset available, which remains unrecognised, currently estimated to be around £60 million. The asset will be recognised as and when key commercial contracts are renewed or replaced.

 

35



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

25                        Share capital

 

 

 

Unaudited
31 December
2012
£’000

 

Unaudited
30 June
2012(1)
£’000

 

Unaudited
31 December
2011(1)
£’000

 

Authorised:

 

 

 

 

 

 

 

650,000,000 ordinary shares of $0.0005 each

 

200

 

200

 

200

 

Issued and fully paid:

 

 

 

 

 

 

 

39,825,595 Class A ordinary shares of $0.0005 each (30 June 2012 and 31 December 2011: 31,352,366)

 

12

 

10

 

10

 

124,000,000 Class B ordinary shares of $0.0005 each (30 June 2012 and 31 December 2011: 124,000,000)

 

40

 

40

 

40

 

 

 

52

 

50

 

50

 

 


(1) As adjusted retrospectively to reflect the reorganisation transactions described in note 1.1.

 

Following the reorganisation transactions, described more fully in note 1, the Company has two classes of ordinary shares outstanding: Class A ordinary shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share and is not convertible into any other shares. Each Class B ordinary share is entitled to 10 votes per share and is convertible into one Class A ordinary share at any time. In addition, Class B ordinary shares will automatically convert into Class A ordinary shares upon certain transfers and other events, including upon the date when holders of all Class B ordinary shares cease to hold Class B ordinary shares representing, in the aggregate, at least 10% of the total number of Class A and Class B ordinary shares outstanding. For special resolutions (which are required for certain important matters including mergers and changes to the Company’s governing documents), which require the vote of two-thirds of the votes cast, at any time that Class B ordinary shares remain outstanding, the voting power permitted to be exercised by the holders of the Class B ordinary shares will be weighted such that the Class B ordinary shares shall represent, in the aggregate, 67% of the voting power of all shareholders.

 

Following the reorganisation transactions, described more fully in note 1.1, the Company had 155,352,366 shares in issue before the issue of new shares pursuant to the initial public offering. On 10 August 2012, the Company issued a further 8,333,334 Class A ordinary shares at an issue price of $14 per share and listed such shares on the NYSE. On 15 August 2012, the Company issued a further 139,895 Class A ordinary shares pursuant to the Company’s 2012 Equity Incentive Award Plan and listed such shares on the NYSE.

 

36



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

26                        Cash generated from operations

 

 

 

Unaudited
three months ended
31 December

 

Unaudited
six months ended
31 December

 

 

 

2012
£’000

 

2011
£’000

 

2012
£’000

 

2011
£’000

 

Profit on ordinary activities before tax

 

28,364

 

19,204

 

22,300

 

12,849

 

Depreciation charges

 

1,852

 

1,721

 

3,769

 

3,560

 

Amortisation of players’ registrations

 

10,660

 

9,926

 

20,483

 

20,020

 

Profit on disposal of players’ registrations

 

(687

)

(206

)

(5,505

)

(5,830

)

Net finance costs

 

9,210

 

12,249

 

21,597

 

31,584

 

Share-based payments

 

154

 

 

481

 

 

Fair value losses/(gains) on derivative financial instruments

 

102

 

(240

)

(9

)

(240

)

Decrease in trade and other receivables

 

8,369

 

8,136

 

14,727

 

7,471

 

Decrease in trade and other payables and deferred revenue

 

(29,954

)

(53,283

)

(15,744

)

(49,145

)

Decrease in provisions

 

(90

)

(233

)

(236

)

(435

)

Cash generated from/(used in) operations

 

27,980

 

(2,726

)

61,863

 

19,834

 

 

27                                  Contingencies

 

At 31 December 2012, the Group had no material contingent liabilities in respect of legal claims arising in the ordinary course of business.

 

37



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

28                        Commitments

 

28.1              Operating lease commitments

 

The Group leases various premises and plant and equipment under non-cancellable operating lease agreements.

 

28.2              Capital commitments

 

At 31 December 2012 the Group had capital commitments amounting to £1.4 million (30 June 2012: £8.3 million; 31 December 2011: £1.0 million).

 

28.3              Transfer fees payable

 

Under the terms of certain contracts with other football clubs in respect of player transfers, additional amounts, in excess of the amounts included in the cost of players’ registrations, would be payable by the Group if certain substantive performance conditions are met. These excess amounts are only recognised within the cost of players’ registrations when the Group considers that it is probable that the condition related to the payment will be achieved. For MUFC appearances, the Group estimates the probability of the player achieving the contracted number of appearances. The conditions relating to the signing of a new contract and international appearances are only considered to be probable once they have been achieved. The maximum additional amount that could be payable is £20,257,000 (30 June 2012: £19,371,000; 31 December 2011: £18,188,000).

 

At 31 December 2012 the potential amount payable by type of condition and category of player was:

 

Type of condition

 

First team
squad
£’000

 

Other
£’000

 

Total
 £’000

 

 

 

 

 

 

 

 

 

MUFC appearances/new contract

 

10,317

 

7,280

 

17,597

 

International appearances

 

2,200

 

460

 

2,660

 

 

 

12,517

 

7,740

 

20,257

 

 

38



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

29                        Pension arrangements

 

Certain employees of the Group are members of The Football League Limited Pension and Life Assurance Scheme (“the Scheme”). Accrual of benefits on a final salary basis was suspended with effect from 31 August 1999 following an actuarial review which revealed a substantial deficit. As one of 92 participating employers, the Group is unable to identify its share of the assets and liabilities of the Scheme and therefore accounts for its contributions as if they were paid to a defined contribution scheme. The Group is advised only of the additional contributions it is required to pay to make good the deficit. The Group has received confirmation that the assets and liabilities of the Scheme cannot be split between the participating employers. Full provision has been made for the additional contributions that the Group has been requested to pay to help fund the deficit as it is principally attributable to employees who have left the Group or retired. These contributions could increase in the future if one or more of the participating employers exits the Scheme.

 

Based on the latest actuarial valuation as at 31 August 2011, the Group has been advised that the overall deficit of the Scheme has increased to £25,700,000. The Group has agreed to make contributions of £3,839,000 over a period of ten years from September 2012. The discounted liability as at 31 December 2012 amounts to £221,000 (30 June 2012: £205,000; 31 December 2011: £160,000) due within one year and £2,308,000 (30 June 2012: £2,420,000; 31 December 2011: £755,000) due after more than one year and is included within other payables.

 

Contributions are also made to defined contribution pension arrangements and are charged to the income statement in the period in which they become.

 

30                        Financial risk management

 

30.1              Financial risk factors

 

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and cash flow risk), credit risk, and liquidity risk. The Group uses derivative financial instruments to hedge certain exposures, and has designated certain derivatives as hedges of cash flows (cash flow hedge).

 

The interim consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended 30 June 2012, as filed with the Securities and Exchange Commission on 25 October 2012, in the Company’s Annual Report on Form 20-F.

 

There have been no changes in risk management since the previous financial year end or in any risk management policies.

 

39



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

30                        Financial risk management (continued)

 

30.2              Fair value estimation

 

The following table presents the assets and liabilities that are measured at fair value. The fair value hierarchy used in measuring fair value has the following levels:

 

·             Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

·             Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

·             Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

 

 

Unaudited
31 December
2012
£’000

 

Audited
30 June
2012
£’000

 

Unaudited
31 December
2011
£’000

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Derivative financial assets designated as cash flow hedges

 

161

 

876

 

239

 

Derivative financial assets at fair value through profit or loss

 

 

91

 

 

Liabilities

 

 

 

 

 

 

 

Derivative financial liabilities at fair value through profit or loss

 

(1,689

)

(1,685

)

(1,734

)

 

 

(1,528

)

(718

)

(1,495

)

 

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is categorised as Level 2.

 

All of the derivative assets and liabilities detailed above are categorised as Level 2.

 

40



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

31                        Related party transactions

 

As described in note 1.1, the immediate parent undertaking of Manchester United plc is Red Football LLC, a company incorporated in the state of Delaware. The ultimate parent undertaking and controlling party is Red Football Limited Partnership, a limited partnership formed in the state of Nevada, United States of America whose general partner is Red Football General Partner, Inc., a corporation formed in the state of Nevada, United States of America. Red Football Limited Partnership and Red Football General Partner, Inc. are controlled by family trusts affiliated with the Glazer family.

 

The following transactions were carried out with related parties:

 

31.1              Loans to related parties

 

A subsidiary company, Manchester United Limited, granted loans to certain directors in 2008. The aggregate amount of the loans was £10.0 million (£1.7 million each to Ms. Darcie Glazer Kassewitz and Messrs. Avram, Bryan, Edward, Joel and Kevin Glazer). The interest rate charged on the loans from the date of issue was 5.5% per annum. Interest charged during the six months ended 31 December 2012 amounted to £nil (year ended 30 June 2012: £457,000; six months ended 31 December 2011: £275,000). The loans were repaid in full on 25 April 2012.

 

31.2              Interest in senior secured notes

 

K Glazer, a director of the Company, and certain members of his immediate family hold an interest in the Group’s US Dollar denominated senior secured notes. The principal amount of the Group’s senior secured notes held by K Glazer and certain members of his immediate family at 31 December 2012 was $10.6 million (30 June 2012 and 31 December 2011: $10.6 million). The US Dollar denominated notes attract a fixed coupon rate of 8.375%. Interest payable to K Glazer and certain members of his immediate family during the six months to 31 December 2012 amounted to £279,000 (year ended 30 June 2012: £558,000; six months ended 31 December 2011: £281,000) of which £229,000 (30 June 2012: £233,000; 31 December 2011: £239,000) was accrued at the period end.

 

31.3              Fees

 

The Group incurred a management fee during the six months ended 31 December 2012 amounting to £nil (year ended 30 June 2012: £3,000,000; six months ended 31 December 2011: £3,000,000) from Red Football Limited Partnership, the ultimate parent undertaking.

 

41



 

Manchester United plc

Notes to the interim consolidated financial statements (continued)

 

32                        Subsidiaries

 

The following companies are the principal subsidiary undertakings of the Company as of 31 December 2012:

 

Subsidiaries

 

Principal activity

 

Issued share
capital

 

Description of
share classes
owned

 

 

 

 

 

 

 

Red Football Finance Limited

 

Debt-holding company

 

USD 0.01

 

100% Ordinary

 

 

 

 

 

 

 

Red Football Holdings Limited

 

Holding company

 

GBP 1

 

100% Ordinary

 

 

 

 

 

 

 

Red Football Shareholder Limited

 

Holding company

 

GBP 99

 

100% Ordinary

 

 

 

 

 

 

 

Red Football Joint Venture Limited

 

Holding company

 

GBP 99

 

100% Ordinary

 

 

 

 

 

 

 

Red Football Limited

 

Holding company

 

GBP 99

 

100% Ordinary

 

 

 

 

 

 

 

Red Football Junior Limited

 

Holding company

 

GBP 100

 

100% Ordinary

 

 

 

 

 

 

 

Manchester United Limited

 

Holding company

 

GBP 26,519,248

 

100% Ordinary

 

 

 

 

 

 

 

Manchester United Football Club Limited

 

Professional football club

 

GBP 1,008,546

 

100% Ordinary

 

 

 

 

 

 

 

MU Finance plc

 

Debt-holding company

 

GBP 15,000,000

 

100% Ordinary

 

 

 

 

 

 

 

Manchester United Interactive Limited

 

Media company

 

GBP 10,000

 

100% Ordinary

 

 

 

 

 

 

 

Manchester United Commercial Enterprises (Ireland) Limited

 

Property investment

 

EUR 13

 

100% Ordinary

 

 

 

 

 

 

 

Alderley Urban Investments Limited

 

Property investment

 

GBP 2

 

100% Ordinary

 

 

 

 

 

 

 

MUTV Limited

 

Subscription TV channel

 

GBP 2,400

 

66.7% Ordinary

 

All of the above were incorporated and operate in England and Wales, with the exception of Red Football Finance Limited which was incorporated and operates in the Cayman Islands and Manchester United Commercial Enterprises (Ireland) Limited which was incorporated and operates in Ireland.

 

33                        Events after the reporting date

 

33.1              MUTV Limited

 

On 2 January 2013, the Group acquired the remaining 33.3% of the issued share capital of MUTV Limited for a purchase consideration £2,638,000. On the same date the Group repaid the loan stock issued to the minority shareholder of MUTV Limited together with accrued interest.

 

33.2              Playing registrations

 

The playing registrations of certain footballers have been disposed of, subsequent to the reporting date, for total proceeds, net of associated costs, of £2,005,000. The associated net book value was £20,000. These registrations have not been reclassified as held for sale as the associated net book value is not considered to be material.

 

Subsequent to the reporting date the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of £10,991,000.

 

42