Manchester United (NYSE: MANU; “the Company” and “the Group”) – one of
the most popular and successful sports teams in the world - today
announced financial results for the three and nine month periods ended
31 March 2013.
Highlights
-
Increased third quarter commercial revenue 31.9% year on year.
-
Innovative Training Centre sponsorship as part of our eight year
partnership with Aon.
-
Announced three new Sponsorship deals – gloops (regional;
Japan) our first social gaming agreement; Ekspres Bank (financial
services, Denmark); and BIDV (financial services, Vietnam).
-
2013 Summer Tour – in addition to Australia, Japan, and Hong Kong
the Tour will also include Thailand.
-
Won the 2012/13 Premier League title for a record 20 English League
titles with four games to spare.
Commentary
Ed Woodward, Executive Vice Chairman commented, ‘Each of our three
primary sectors – Commercial, Broadcasting and Matchday – delivered
strong top-line gains and helped us achieve a record third quarter for
both revenue and adjusted EBITDA. In addition, we are delighted to be
continuing and deepening our relationship with Aon, as our new Training
Kit, Training Centre and Tour Partner, for an additional eight years’.
Outlook
For fiscal 2013, Manchester United continues to expect:
-
Revenue to be £350m to £360m.
-
Adjusted EBITDA to be £107m to £110m.
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Key Financials (unaudited)
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£ million (except earnings per share)
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Three months ended 31 March
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Nine months ended 31 March
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2013
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2012
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Change
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2013
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2012
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Change
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Commercial revenue
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36.0
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27.3
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31.9%
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114.5
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89.5
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27.9%
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Broadcasting revenue
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21.7
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16.9
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28.4%
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75.0
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76.4
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(1.8%)
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Matchday revenue
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34.0
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26.6
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27.8%
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88.6
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79.9
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10.9%
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Total revenue
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91.7
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70.8
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29.5%
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278.1
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245.8
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13.1%
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Adjusted EBITDA*
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25.0
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20.4
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22.5%
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91.5
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84.6
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8.2%
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(Loss)/profit before tax
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(3.1)
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2.8
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-
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19.2
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15.7
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22.3%
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Tax credit/(expense)
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6.7
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(1.7)
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-
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21.1
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22.5
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(6.2%)
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Profit for the period (i.e. Net Income)
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3.6
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1.1
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227.3%
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40.3
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38.2
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5.5%
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Basic and diluted earnings per share attributable to owners
of the Company (Pounds Sterling)
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0.02
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0.01
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100.0%
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0.25
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0.24
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4.2%
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Gross debt**
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367.6
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423.3
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(13.2%)
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367.6
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423.3
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(13.2%)
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Cash and cash equivalents
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36.2
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25.6
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41.4%
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36.2
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25.6
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41.4%
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* Adjusted EBITDA is a non-IFRS measure. See the accompanying
Supplemental Notes and Exhibit for the reconciliation and definition of
this non-IFRS measure and the reasons we believe this measure provides
useful information to investors regarding the Group’s financial
condition and results of operations.
** Gross debt has decreased by 15.9% since 30 June 2012 (£436.9 million).
Revenue Analysis
Commercial
Commercial revenue for the third quarter increased 31.9% year on year to
£36.0 million driven by the addition of several new sponsorship deals.
For the third quarter:
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Sponsorship revenue increased 52.2% to £21.0 million;
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Retail, Merchandising, Apparel & Product Licensing
increased 9.5% to £9.2 million; and
-
New Media & Mobile increased 13.7% to £5.8 million.
Broadcasting
Broadcasting revenues for the third quarter increased 28.4% year on year
to £21.7 million. The main reason for this increase relates to progress
to the Champions League Round of 16 (compared to exiting at the group
stages in the prior year).
Matchday
Matchday revenues for the third quarter increased 27.8% year on year to
£34.0 million, due primarily to an additional three home cup games in
the quarter compared to the prior year quarter.
Other Financial Information
Operating expenses
Total operating expenses for the third quarter increased 18.6% year on
year to £79.0 million.
Staff costs
Staff costs for the third quarter increased 25.1% year on year to
£44.9 million, primarily due to new player signings, existing player
wage increases and growth in commercial headcount. The nine months year
to date increase is 15.1% year on year to £129.4 million.
Other operating expenses
Other operating expenses for the third quarter increased 50.3% year on
year to £21.8 million, primarily due to an increase in domestic cup
gateshare costs, catering direct costs, and police and security costs –
associated with the four FA cup home games played in the quarter
compared with none in the prior year quarter.
Depreciation & amortisation of players’ registrations
Depreciation for the third quarter decreased 9.5% year on year to £1.9
million, from £2.1 million in the prior period; and amortisation of
players’ registrations for the quarter increased 7.2% year on year to
£10.4 million. The unamortised balance of existing players’
registrations at 31 March 2013 was £126.5 million.
Exceptional items
Exceptional items for the third quarter were £nil compared with £4.4
million in the prior year quarter.
Profit on disposal of players’ registrations
Profit on the disposal of players’ registrations for the third quarter
was £2.5 million compared with £2.1 million in the prior year quarter.
Net finance costs
Net finance costs for the third quarter increased £14.8 million year on
year to £18.3 million. The main reason for this increase is a net
adverse FX swing of £15.7 million year on year on translation of the
Group’s US dollar denominated senior secured notes and cash balances,
partially offset by a reduction in interest payable of £0.9 million
following the re-purchase and retirement earlier in the fiscal year of
US$101.7 million of US dollar denominated notes.
Unrealised foreign exchange losses/gains on translation of the Group’s
US dollar denominated assets and liabilities are not a cash
charge/benefit and could reverse depending on dollar/sterling exchange
rate movements. Any foreign exchange gain or loss on a cumulative basis
on the Group’s US dollar denominated senior secured notes will not be
realised until maturity in 2017 or earlier if the notes are redeemed
prior to their maturity date.
Tax
The Group recorded a non-cash tax credit for the third quarter of £6.7
million. The credit reflects management’s revised best estimate of the
effective tax rate for the year of 38%, which is lower than the rate
estimated as of 31 December 2012. The effective tax rate for the year is
higher than the US statutory tax rate of 35%, due to a current mismatch
in the recognition of the UK and US deferred tax assets and liabilities.
It should be noted that these are all non-cash tax charges. In the prior
year third quarter the Group recorded a tax charge of £1.7 million.
Profit for the period
The profit for the period for the third quarter was £3.6 million
compared with a profit of £1.1 million in the prior year quarter.
Earnings per share attributable to owners of the Company for the third
quarter were £0.02 compared with £0.01 in the prior year quarter.
Cash flows
Cash used in operating activities for the third quarter was £23.6
million, a decrease of £0.7 million compared to £24.3 million net cash
used in the prior year quarter.
Capital expenditure on property, plant and equipment and investment
property for the third quarter was £1.3 million, a decrease of £0.3
million compared to £1.6 million in the prior year quarter.
Net player capital expenditure for the third quarter was £1.4 million,
an increase of £2.3 million compared to £0.9 million net inflow in the
prior year quarter.
Net cash used in financing activities for the third quarter was £7.2
million, an increase of £7.1 million compared to £0.1 million net cash
used in the prior year quarter. During the third quarter the Group
acquired the remaining 33.3% of the issued share capital of MUTV Limited
for a purchase consideration (including transaction costs) of £2.7
million. The Group also repaid the loan stock issued to the former
minority shareholder of MUTV Limited amounting to £4.4 million. The
Group now holds 100% of the issued share capital of MUTV Limited.
Cash and cash equivalents
Cash and cash equivalents at 31 March 2013 were £36.2 million compared
to £25.6 million at 31 March 2012.
Borrowings
Total borrowings were £367.6 million at 31 March 2013 compared to £423.3
million at 31 March 2012. During the nine months we re-purchased and
retired the sterling equivalent of £62.6 million of senior secured notes
comprising US$101.7 million of US dollar denominated notes. The
consideration paid amounted to £67.9 million.
Conference Call Information
The Company’s conference call to review the third quarter and nine
months fiscal 2013 results will be broadcast live over the internet
today, 2 May 2013 at 08:00 am Eastern Time and will be available on
Manchester United’s investor relations website at http://ir.manutd.com.
Thereafter, a replay of the webcast will be available for thirty days.
Manchester United is one of the most popular and successful sports teams
in the world, playing one of the most popular spectator sports on Earth.
About Manchester United
Through our 135 year heritage we have won 61 trophies, enabling us to
develop the world’s leading sports brand 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.
Cautionary Statement
This press release 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 press release 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 Registration
Statement on Form F-1, as amended (File No. 333-182535) and the
Company’s Annual Report on Form 20-F (File No. 001-35627).
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Key Performance Indicators
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Three months ended 31 March
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Nine months ended 31 March
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2013
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2012
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2013
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2012
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Commercial % of total revenue
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39.2%
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38.6%
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41.2%
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36.4%
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Nike and Aon % of Commercial
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38.9%
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48.5%
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37.1%
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44.3%
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Partners and other % of Commercial
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61.1%
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51.5%
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62.9%
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55.7%
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Broadcasting % of total revenue
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23.7%
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23.8%
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27.0%
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31.1%
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Matchday % of total revenue
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37.1%
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37.6%
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31.8%
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32.5%
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Home Matches Played
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FAPL
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5
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5
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15
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15
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UEFA competitions
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1
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2
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4
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5
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Domestic Cups
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4
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-
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5
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1
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Away Matches Played
|
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UEFA competitions
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1
|
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2
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4
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5
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Domestic Cups
|
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1
|
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2
|
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2
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4
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Other
|
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Employees at period end
|
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792
|
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710
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792
|
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710
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Staff costs % of revenue
|
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48.9%
|
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50.7%
|
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46.5%
|
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45.7%
|
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Phasing of Premier League home games
|
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Quarter 1
|
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Quarter 2
|
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Quarter 3
|
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Quarter 4
|
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Total
|
2012/13 season
|
|
3
|
|
7
|
|
5
|
|
4
|
|
19
|
2011/12 season
|
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3
|
|
7
|
|
5
|
|
4
|
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19
|
|
|
|
|
|
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CONSOLIDATED INCOME STATEMENT (unaudited; in £
thousands, except per share and shares outstanding data)
|
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|
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Three months ended 31 March
|
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Nine months ended 31 March
|
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2013
|
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2012
|
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2013
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2012
|
Revenue
|
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|
91,721
|
|
|
|
70,768
|
|
|
|
278,093
|
|
|
|
245,828
|
|
Operating expenses
|
|
|
(79,069
|
)
|
|
|
(66,544
|
)
|
|
|
(227,049
|
)
|
|
|
(203,001
|
)
|
Profit on disposal of players’ registrations
|
|
|
2,520
|
|
|
|
2,066
|
|
|
|
8,025
|
|
|
|
7,896
|
|
Operating profit
|
|
|
15,172
|
|
|
|
6,290
|
|
|
|
59,069
|
|
|
|
50,723
|
|
Finance costs
|
|
|
(18,607
|
)
|
|
|
(3,662
|
)
|
|
|
(40,360
|
)
|
|
|
(35,724
|
)
|
Finance income
|
|
|
285
|
|
|
|
198
|
|
|
|
441
|
|
|
|
676
|
|
Net finance costs
|
|
|
(18,322
|
)
|
|
|
(3,464
|
)
|
|
|
(39,919
|
)
|
|
|
(35,048
|
)
|
(Loss)/profit before tax
|
|
|
(3,150
|
)
|
|
|
2,826
|
|
|
|
19,150
|
|
|
|
15,675
|
|
Tax credit/(expense)
|
|
|
6,784
|
|
|
|
(1,709
|
)
|
|
|
21,170
|
|
|
|
22,543
|
|
Profit for the period
|
|
|
3,634
|
|
|
|
1,117
|
|
|
|
40,320
|
|
|
|
38,218
|
|
Attributable to:
Owners of the Company
|
|
|
3,634
|
|
|
|
1,035
|
|
|
|
40,151
|
|
|
|
37,984
|
|
Non-controlling interest
|
|
|
-
|
|
|
|
82
|
|
|
|
169
|
|
|
|
234
|
|
|
|
|
3,634
|
|
|
|
1,117
|
|
|
|
40,320
|
|
|
|
38,218
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to the owners of
the Company:
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share (Pounds Sterling)
|
|
|
0.02
|
|
|
|
0.01((1
|
))
|
|
|
0.25
|
|
|
|
0.24((1
|
))
|
Weighted average shares outstanding (Thousands)
|
|
|
163,826
|
|
|
|
155,352
|
|
|
|
162,586
|
|
|
|
155,352
|
|
(1) As adjusted retrospectively to reflect the reorganisation
transactions described in supplemental note 1.1.
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|
|
|
|
|
|
|
|
|
|
CONSOLIDATED BALANCE SHEET (unaudited; in £
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March 2013
|
|
30 June 2012
|
|
31 March 2012
|
ASSETS
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
|
252,888
|
|
247,866
|
|
243,863
|
Investment property
|
|
|
|
14,111
|
|
14,197
|
|
14,210
|
Goodwill
|
|
|
|
421,453
|
|
421,453
|
|
421,453
|
Players’ registrations
|
|
|
|
126,457
|
|
112,399
|
|
99,362
|
Trade and other receivables
|
|
|
|
2,500
|
|
3,000
|
|
13,000
|
Non-current tax receivable
|
|
|
|
-
|
|
-
|
|
2,500
|
Deferred tax asset
|
|
|
|
16,402
|
|
-
|
|
-
|
|
|
|
|
833,811
|
|
798,915
|
|
794,388
|
Current assets
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
|
|
546
|
|
967
|
|
401
|
Trade and other receivables
|
|
|
|
74,297
|
|
74,163
|
|
45,199
|
Current tax receivable
|
|
|
|
2,500
|
|
2,500
|
|
-
|
Cash and cash equivalents
|
|
|
|
36,211
|
|
70,603
|
|
25,576
|
|
|
|
|
113,554
|
|
148,233
|
|
71,176
|
Total assets
|
|
|
|
947,365
|
|
947,148
|
|
865,564
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED BALANCE SHEET (continued) (unaudited;
in £ thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March 2013
|
|
30 June 2012(1)
|
|
31 March 2012(1)
|
EQUITY AND LIABILITIES
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
|
|
52
|
|
|
50
|
|
|
|
50
|
|
Share premium
|
|
|
|
|
68,822
|
|
|
25
|
|
|
|
25
|
|
Merger reserve
|
|
|
|
|
249,030
|
|
|
249,030
|
|
|
|
249,030
|
|
Hedging reserve
|
|
|
|
|
398
|
|
|
666
|
|
|
|
99
|
|
Retained earnings/(deficit)
|
|
|
|
|
23,548
|
|
|
(12,671
|
)
|
|
|
12,272
|
|
Equity attributable to owners of the Company
|
|
|
|
|
341,850
|
|
|
237,100
|
|
|
|
261,476
|
|
Non-controlling interests
|
|
|
|
|
-
|
|
|
(2,003
|
)
|
|
|
(2,096
|
)
|
|
|
|
|
|
341,850
|
|
|
235,097
|
|
|
|
259,380
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
|
|
|
1,571
|
|
|
1,685
|
|
|
|
1,628
|
|
Trade and other payables
|
|
|
|
|
21,384
|
|
|
22,305
|
|
|
|
22,645
|
|
Borrowings
|
|
|
|
|
362,102
|
|
|
421,247
|
|
|
|
416,676
|
|
Deferred revenue
|
|
|
|
|
17,980
|
|
|
9,375
|
|
|
|
11,619
|
|
Provisions
|
|
|
|
|
1,092
|
|
|
1,378
|
|
|
|
1,530
|
|
Deferred tax liabilities
|
|
|
|
|
22,416
|
|
|
26,678
|
|
|
|
31,995
|
|
|
|
|
|
|
426,545
|
|
|
482,668
|
|
|
|
486,093
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
|
|
|
154
|
|
|
-
|
|
|
|
6
|
|
Current tax liabilities
|
|
|
|
|
1,128
|
|
|
1,128
|
|
|
|
1,127
|
|
Trade and other payables
|
|
|
|
|
76,804
|
|
|
83,664
|
|
|
|
47,509
|
|
Borrowings
|
|
|
|
|
5,487
|
|
|
15,628
|
|
|
|
6,604
|
|
Deferred revenue
|
|
|
|
|
94,936
|
|
|
128,535
|
|
|
|
64,408
|
|
Provisions
|
|
|
|
|
461
|
|
|
428
|
|
|
|
437
|
|
|
|
|
|
|
178,970
|
|
|
229,383
|
|
|
|
120,091
|
|
Total equity and liabilities
|
|
|
|
|
947,365
|
|
|
947,148
|
|
|
|
865,564
|
|
(1) As adjusted retrospectively to reflect the reorganisation
transactions described in supplemental note 1.1.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited;
in £ thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
Share premium
|
|
Merger reserve
|
|
Hedging reserve
|
|
Retained earnings/ (deficit)
|
|
Total attributable to owners of the
Company
|
|
Non- controlling interests
|
|
Total equity
|
Balance at 1 July 2011
|
|
-
|
|
249,105
|
|
|
-
|
|
(466
|
)
|
|
(25,886
|
)
|
|
222,753
|
|
|
(2,330
|
)
|
|
220,423
|
|
Profit for the period
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
|
37,984
|
|
|
37,984
|
|
|
234
|
|
|
38,218
|
|
Cash flow hedges, net of tax
|
|
-
|
|
-
|
|
|
-
|
|
565
|
|
|
-
|
|
|
565
|
|
|
-
|
|
|
565
|
|
Currency translation differences
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
|
174
|
|
|
174
|
|
|
-
|
|
|
174
|
|
Total comprehensive income for the period
|
|
-
|
|
-
|
|
|
-
|
|
565
|
|
|
38,158
|
|
|
38,723
|
|
|
234
|
|
|
38,957
|
|
Proceeds from shares issued
|
|
50
|
|
25
|
|
|
-
|
|
-
|
|
|
-
|
|
|
75
|
|
|
-
|
|
|
75
|
|
Capital reorganisation(1) |
|
-
|
|
(249,105
|
)
|
|
249,030
|
|
-
|
|
|
-
|
|
|
(75
|
)
|
|
-
|
|
|
(75
|
)
|
Balance at 31 March 2012
|
|
50
|
|
25
|
|
|
249,030
|
|
99
|
|
|
12,272
|
|
|
261,476
|
|
|
(2,096
|
)
|
|
259,380
|
|
(Loss)/profit for the period
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
|
(14,998
|
)
|
|
(14,998
|
)
|
|
93
|
|
|
(14,905
|
)
|
Cash flow hedges, net of tax
|
|
-
|
|
-
|
|
|
-
|
|
567
|
|
|
-
|
|
|
567
|
|
|
-
|
|
|
567
|
|
Currency translation differences
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
|
55
|
|
|
55
|
|
|
-
|
|
|
55
|
|
Total comprehensive income/(loss) for the period
|
|
-
|
|
-
|
|
|
-
|
|
567
|
|
|
(14,943
|
)
|
|
(14,376
|
)
|
|
93
|
|
|
(14,283
|
)
|
Dividends
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
|
(10,000
|
)
|
|
(10,000
|
)
|
|
-
|
|
|
(10,000
|
)
|
Balance at 30 June 2012
|
|
50
|
|
25
|
|
|
249,030
|
|
666
|
|
|
(12,671
|
)
|
|
237,100
|
|
|
(2,003
|
)
|
|
235,097
|
|
Profit for the period
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
|
40,151
|
|
|
40,151
|
|
|
169
|
|
|
40,320
|
|
Cash flow hedges, net of tax
|
|
-
|
|
-
|
|
|
-
|
|
(268
|
)
|
|
-
|
|
|
(268
|
)
|
|
-
|
|
|
(268
|
)
|
Currency translation differences
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
|
(68
|
)
|
|
(68
|
)
|
|
-
|
|
|
(68
|
)
|
Total comprehensive (loss)/ income for the period
|
|
-
|
|
-
|
|
|
-
|
|
(268
|
)
|
|
40,083
|
|
|
39,815
|
|
|
169
|
|
|
39,984
|
|
Equity settled share-based payments
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
|
634
|
|
|
634
|
|
|
-
|
|
|
634
|
|
Proceeds from shares issued(2) |
|
2
|
|
68,797
|
|
|
-
|
|
-
|
|
|
-
|
|
|
68,799
|
|
|
-
|
|
|
68,799
|
|
Acquisition of non-controlling interest in MUTV Limited(3) |
|
-
|
|
-
|
|
|
-
|
|
-
|
|
|
(4,498
|
)
|
|
(4,498
|
)
|
|
1,834
|
|
|
(2,664
|
)
|
Balance at 31 March 2013
|
|
52
|
|
68,822
|
|
|
249,030
|
|
398
|
|
|
23,548
|
|
|
341,850
|
|
|
-
|
|
|
341,850
|
|
(1) Adjusted retrospectively to reflect the reorganisation
transactions described in supplemental note 1.1.
(2) See supplemental note 1.2.
(3) See supplemental note 5.
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited; in
£ thousands)
|
|
|
|
|
|
|
|
Three months ended 31 March
|
|
Nine months ended 31 March
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
Cash (used in)/generated from operations (see supplemental note 3)
|
|
(4,938
|
)
|
|
(6,055
|
)
|
|
56,925
|
|
|
13,779
|
|
Interest paid
|
|
(18,963
|
)
|
|
(18,601
|
)
|
|
(46,897
|
)
|
|
(43,553
|
)
|
Interest received
|
|
285
|
|
|
444
|
|
|
442
|
|
|
823
|
|
Income tax (paid)/received
|
|
-
|
|
|
(64
|
)
|
|
600
|
|
|
(3,274
|
)
|
Net cash (used in)/generated from operating activities
|
|
(23,616
|
)
|
|
(24,276
|
)
|
|
11,070
|
|
|
(32,225
|
)
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
(1,311
|
)
|
|
(1,597
|
)
|
|
(10,649
|
)
|
|
(9,638
|
)
|
Purchases of investment property
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(7,364
|
)
|
Purchases of players’ registrations
|
|
(3,009
|
)
|
|
(864
|
)
|
|
(41,267
|
)
|
|
(53,153
|
)
|
Proceeds from sale of players’ registrations
|
|
1,606
|
|
|
1,751
|
|
|
7,969
|
|
|
6,124
|
|
Net cash used in investing activities
|
|
(2,714
|
)
|
|
(710
|
)
|
|
(43,947
|
)
|
|
(64,031
|
)
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Proceeds from issue of shares (see supplemental note 1.2)
|
|
-
|
|
|
-
|
|
|
70,258
|
|
|
-
|
|
Expenses directly related to the issue of shares (see supplemental
note 1.2)
|
|
-
|
|
|
-
|
|
|
(1,459
|
)
|
|
-
|
|
Acquisition of additional interest in subsidiary (see supplemental
note 5)
|
|
(2,664
|
)
|
|
-
|
|
|
(2,664
|
)
|
|
-
|
|
Repayment of other borrowings
|
|
(4,534
|
)
|
|
(86
|
)
|
|
(67,330
|
)
|
|
(28,463
|
)
|
Net cash used in financing activities
|
|
(7,198
|
)
|
|
(86
|
)
|
|
(1,195
|
)
|
|
(28,463
|
)
|
Net decrease in cash and cash equivalents
|
|
(33,528
|
)
|
|
(25,072
|
)
|
|
(34,072
|
)
|
|
(124,719
|
)
|
Cash and cash equivalents at beginning of period
|
|
66,631
|
|
|
50,900
|
|
|
70,603
|
|
|
150,645
|
|
Exchange gains/(losses) on cash and cash equivalents
|
|
3,108
|
|
|
(252
|
)
|
|
(320
|
)
|
|
(350
|
)
|
Cash and cash equivalents at end of period
|
|
36,211
|
|
|
25,576
|
|
|
36,211
|
|
|
25,576
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL NOTES
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.
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 March 2012
reflect the capital structure of the new parent rather than that of the
former parent, Red Football Shareholder Limited.
1.2 Initial public offering (“IPO”)
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.
2 Earnings per share
Basic and diluted earnings per share is calculated by dividing the
profit for the period attributable to owners of the Company by the
weighted average number of ordinary shares in issue during the period,
as adjusted for the reorganisation transactions described in
supplemental note 1.1. The Company did not have any dilutive shares
during the period (2012: none).
|
|
Unaudited three months ended 31 March
|
|
Unaudited nine months ended 31 March
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
2012
|
|
Profit for the period attributable to owners of the Company (£’000)
|
|
3,634
|
|
|
1,035
|
|
|
40,151
|
|
37,984
|
|
Weighted average Class A ordinary shares (thousands)
|
|
39,826
|
|
|
31,352
|
(1)
|
|
38,586
|
|
31,352
|
(1)
|
Weighted average Class B ordinary shares (thousands)
|
|
124,000
|
|
|
124,000
|
(1)
|
|
124,000
|
|
124,000
|
(1)
|
Basic and diluted earnings per share attributable to owners of
the Company (Pounds Sterling)
|
|
0.02
|
|
|
0.01
|
(1)
|
|
0.25
|
|
0.24
|
(1)
|
(1) As adjusted retrospectively to reflect the reorganisation
transactions described in supplemental note 1.1.
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. The number of shares in issue as of 31
December 2012 was 163,825,595 shares comprising 39,825,595 Class A
ordinary shares and 124,000,000 Class B ordinary shares.
3 Cash (used in)/generated from operations
|
|
|
Unaudited three months ended 31 March
|
|
Unaudited nine months ended 31 March
|
|
|
|
2013 £’000
|
|
|
2012 £’000
|
|
|
2013 £’000
|
|
|
2012 £’000
|
|
Profit for the period
|
|
|
3,634
|
|
|
1,117
|
|
|
40,320
|
|
|
38,218
|
|
Tax (credit)/expense
|
|
|
(6,784
|
)
|
|
1,709
|
|
|
(21,170
|
)
|
|
(22,543
|
)
|
(Loss)/profit before tax
|
|
|
(3,150
|
)
|
|
2,826
|
|
|
19,150
|
|
|
15,675
|
|
Depreciation charges
|
|
|
1,974
|
|
|
2,111
|
|
|
5,743
|
|
|
5,671
|
|
Amortisation of players’ registrations
|
|
|
10,389
|
|
|
9,747
|
|
|
30,872
|
|
|
29,767
|
|
Profit on disposal of players’ registrations
|
|
|
(2,520
|
)
|
|
(2,066
|
)
|
|
(8,025
|
)
|
|
(7,896
|
)
|
Net finance costs
|
|
|
18,322
|
|
|
3,464
|
|
|
39,919
|
|
|
35,048
|
|
Share-based payments
|
|
|
153
|
|
|
-
|
|
|
634
|
|
|
-
|
|
Fair value losses/(gains) on derivative financial instruments
|
|
|
224
|
|
|
(25
|
)
|
|
215
|
|
|
(265
|
)
|
(Increase)/decrease in trade and other receivables
|
|
|
(12,393
|
)
|
|
3,652
|
|
|
2,334
|
|
|
11,123
|
|
Decrease in trade and other payables and deferred revenue
|
|
|
(17,879
|
)
|
|
(25,637
|
)
|
|
(33,623
|
)
|
|
(74,782
|
)
|
Decrease in provisions
|
|
|
(58
|
)
|
|
(127
|
)
|
|
(294
|
)
|
|
(562
|
)
|
Cash (used in)/generated from operations
|
|
|
(4,938
|
)
|
|
(6,055
|
)
|
|
56,925
|
|
|
13,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 Reconciliation of Adjusted EBITDA to profit for the period
|
|
|
Unaudited three months ended 31 March
|
|
Unaudited nine months ended 31 March
|
|
|
|
2013 £’000
|
|
|
2012 £’000
|
|
|
2013 £’000
|
|
|
2012 £’000
|
|
Adjusted EBITDA
|
|
|
25,015
|
|
|
20,419
|
|
|
91,538
|
|
|
84,628
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
(1,974
|
)
|
|
(2,111
|
)
|
|
(5,743
|
)
|
|
(5,671
|
)
|
Amortisation of players’ registrations
|
|
|
(10,389
|
)
|
|
(9,747
|
)
|
|
(30,872
|
)
|
|
(29,767
|
)
|
Exceptional items
|
|
|
-
|
|
|
(4,337
|
)
|
|
(3,879
|
)
|
|
(6,363
|
)
|
Profit on disposal of players’ registrations
|
|
|
2,520
|
|
|
2,066
|
|
|
8,025
|
|
|
7,896
|
|
Net finance costs
|
|
|
(18,322
|
)
|
|
(3,464
|
)
|
|
(39,919
|
)
|
|
(35,048
|
)
|
Tax credit/(expense)
|
|
|
6,784
|
|
|
(1,709
|
)
|
|
21,170
|
|
|
22,543
|
|
Profit for the period
|
|
|
3,634
|
|
|
1,117
|
|
|
40,320
|
|
|
38,218
|
|
5 Transactions with non-controlling interest
On 2 January 2013, the Group acquired the remaining 33.3% of the issued
share capital of MUTV Limited for a purchase consideration (including
transaction costs) of £2,664,000. The Group now holds 100% of the issued
share capital of MUTV Limited. The carrying amount of the
non-controlling interests in MUTV Limited on the date of acquisition was
(£1,834,000). The Group derecognised non-controlling interests of
(£1,834,000) and recorded a decrease in equity attributable to owners of
the Company of £4,498,000. The effect of changes in the ownership
interest of MUTV Limited on the equity attributable to owners of the
Company during the period is summarised as follows:
|
|
|
Unaudited three months ended 31 March
|
|
|
Unaudited nine months ended 31 March
|
|
|
|
2013 £’000
|
|
|
2012 £’000
|
|
|
2013 £’000
|
|
|
2012 £’000
|
Carrying amount of non-controlling interests acquired
|
|
|
(1,834
|
)
|
|
-
|
|
|
(1,834
|
)
|
|
-
|
Consideration paid to non-controlling interests
|
|
|
(2,664
|
)
|
|
-
|
|
|
(2,664
|
)
|
|
-
|
Amount recognised in equity attributable to owners of the Company
|
|
|
(4,498
|
)
|
|
-
|
|
|
(4,498
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-IFRS Measures: Definitions and Use/Importance
The definition of the non-IFRS measure utilised in this Press Release is
set out below together with the reasons why we believe this measure
provides useful information to investors regarding the Group’s financial
condition and results of operations.
1. Adjusted EBITDA
Adjusted EBITDA is defined as profit for the period before net finance
costs, tax credit/(expense), depreciation, amortisation of, and profit
on disposal of, players’ registrations and exceptional items. We believe
Adjusted EBITDA is useful as a measure of comparative operating
performance from period to period and among companies as it is
reflective of changes in pricing decisions, cost controls and other
factors that affect operating performance, and it removes the effect of
our capital structure (primarily interest expense), asset base
(primarily depreciation and amortisation) and items outside the control
of our management (primarily income taxes and interest income and
expense). Adjusted EBITDA has limitations as an analytical tool, and you
should not consider it in isolation, or as a substitute for an analysis
of our results as reported under IFRS as issued by the IASB. A
reconciliation of Adjusted EBITDA to profit for the period is presented
in supplemental note 4.