EX-99.1 2 a13-5018_2ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

·   SPONSORSHIP REVENUE INCREASED 48.6%

·   PROFIT BEFORE TAX INCREASED 47.9%

·   RECORD SECOND QUARTER REVENUE OF £110.1 MILLION

·   RECORD SECOND QUARTER  EBITDA OF £50.2 MILLION

 

MANCHESTER, U.K. — 14 February 2013 — 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 six month periods ended 31 December 2012.

 

Highlights

 

·                  Increased second quarter commercial revenue 29.0% year on year.

·                  Completed the strategic acquisition of BskyB’s one-third stake in MUTV, taking full control of our global television channel.

·                  Executed an additional six new Sponsorship deals — Kansai and Singha (global; headquartered in Japan/South Africa and Thailand), Wahaha and Multistrada (regional; China and Indonesia respectively); and China Construction Bank and Denizbank (financial services; China and Turkey respectively).

·                  Premier League Clubs agreed to a system of enhanced financial regulations — The new regulations include a short-term cost control protocol, which would limit the amount by which clubs could raise their player costs.

·                  Finalised 2013 summer tour which includes games in Australia, Japan, and Hong Kong.

 

Commentary

 

Ed Woodward, Executive Vice Chairman commented, ‘Manchester United achieved record revenue and record adjusted EBITDA in the second quarter driven by our commercial operation, which continues to experience extremely strong growth particularly in sponsorship.  In addition, our acquisition of BskyB’s one third stake in Manchester United’s global television channel MUTV will be key in expanding our media business in the future’.

 

Outlook

 

For fiscal 2013, Manchester United continues to expect:

 

·                  Revenue to be £350m to £360m.

·                  Adjusted EBITDA to be £107m to £110m.

 



 

Key Financials (unaudited)

 

 

 

Three months ended
31 December

 

 

 

Six months ended
31 December

 

 

 

£ million

 

2012

 

2011

 

Change

 

2012

 

2011

 

Change

 

Commercial revenue

 

35.6

 

27.6

 

29.0

%

78.6

 

62.2

 

26.4

%

Broadcasting revenue

 

39.5

 

37.7

 

4.8

%

53.2

 

59.6

 

(10.7

)%

Matchday revenue

 

35.0

 

36.0

 

(2.8

)%

54.6

 

53.3

 

2.4

%

Total revenue

 

110.1

 

101.3

 

8.7

%

186.4

 

175.1

 

6.5

%

Adjusted EBITDA*

 

50.2

 

44.9

 

11.8

%

66.5

 

64.2

 

3.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit on ordinary activities before Tax

 

28.4

 

19.2

 

47.9

%

22.3

 

12.8

 

74.2

%

Tax (expense)/credit

 

(12.2

)

22.9

 

 

14.4

 

24.3

 

(40.7

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the period from continuing operations (i.e. Net Income)

 

16.2

 

42.1

 

(61.5

)%

36.7

 

37.1

 

(1.1

)%

Basic and diluted earnings per share (EPS)**

 

0.10

 

0.27

 

(63.0

)%

0.23

 

0.24

 

(4.2

)%

Gross debt***

 

366.6

 

438.9

 

(16.5

)%

366.6

 

438.9

 

(16.5

)%

Cash and cash equivalents

 

66.6

 

50.9

 

30.8

%

66.6

 

50.9

 

30.8

%

 


* Adjusted EBITDA is a non-IFRS measure. We define Adjusted EBITDA as profit/(loss) for the period from continuing operations 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 and exchange rate gains or losses), 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/(loss) for the period from continuing operations is presented in supplemental note 4.

** See supplemental note 2.

*** Gross debt has decreased by 16.1% since 30 June 2012 (£436.9 million).

 

Revenue Analysis

 

Commercial

 

Commercial revenue for the second quarter increased 29.0% year on year to £35.6 million driven by the addition of several new sponsorship deals. For the second quarter:

 

·                  Sponsorship revenue increased 48.6% to £20.8 million;

·                  Retail, Merchandising, Apparel & Product Licensing increased 13.1% to £9.5 million; and

·                  New Media & Mobile increased 1.9% to £5.3 million.

 

We have secured a new eight year sponsorship agreement for our training kit rights; and will be making an announcement with further details in the near future.

 

Broadcasting

 

Broadcasting revenues for the second quarter increased 4.8% year on year to £39.5 million. The main reason for this increase relates to one extra Champions League game being played and two additional live Premier League TV appearances compared to the same period last year.

 



 

Matchday

 

Matchday revenues for the second quarter decreased 2.8% year on year to £35.0 million, due mainly to one less domestic cup home game being played in the period.

 

Other Financial Information

 

Operating expenses

 

Total operating expenses for the second quarter increased 4.6% year on year to £73.2 million.

 

Staff costs

 

Staff costs for the second quarter increased 14.2% year on year to £44.2 million, primarily due to new player signings, player wage increases and growth in commercial headcount. The six months year to date increase is 10.5% year on year to £84.5 million.

 

Other operating expenses

 

Other operating expenses for the second quarter decreased 11.3% year on year to £15.7 million, primary due to a reduction in gateshare costs relating to the one less domestic cup home game compared with the same period last year.

 

Depreciation & amortisation of players’ registrations

 

Depreciation for the second quarter increased 5.9% year on year to £1.8 million, from £1.7 million in the prior period; and amortisation of players’ registrations for the quarter increased 8.1% year on year to £10.7 million. The unamortised balance of existing players’ registrations at 31 December 2012 was £125.9 million.

 

Exceptional items

 

Exceptional items for the second quarter were £0.8 million and related to professional adviser fees in connection with the IPO compared with £2.0 million in the prior year quarter.

 

Profit on disposal of players’ registrations

 

Profit on the disposal of players’ registrations for the second quarter was £0.7 million due to additional conditional payments being received for players sold in prior periods.

 

Net finance costs

 

Net finance costs for the second quarter decreased 25.2% year on year to £9.2 million. The decline was driven by the re-purchase and retirement of the sterling equivalent of £62.6 million of senior secured notes comprising US$101.7 million of US dollar denominated notes and a favourable foreign exchange movement of £2.3 million year on year on translation of the US dollar denominated senior secured notes.

 

These foreign exchange gains or losses are not a cash benefit or charge and could reverse depending on 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).

 

Tax

 

The Group recorded a non-cash tax charge for the second quarter of £12.2 million, which primarily reflects the utilisation of a portion of the deferred tax asset recognised in the first quarter of fiscal 2013.  In the prior year period, the Group recorded a tax credit of £22.9 million due primarily to the recognition of a deferred tax asset relating to pre-existing UK losses.  The effective tax rate for the quarter is 42.8%, which 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.

 

Profit for the period from continuing operations

 

Profit from continuing operations for the second quarter decreased to £16.2 million, compared with a profit of £42.1 million in the prior year quarter. Earnings per share for the second quarter decreased to £0.10, compared with £0.27 in the prior year quarter. This decrease is largely due to a tax credit of £22.9 million realised in the prior year quarter, compared to a tax charge of £12.2 million in this year’s second quarter.

 



 

Cash flows

 

Cash generated from operating activities for the second quarter was £25.4 million, an increase of £31.7 million compared to £6.3 million cash used in the prior year quarter.

 

Capital expenditures on property, plant and equipment and investment property for the second quarter were £5.9 million, an increase of £4.3 million compared to £1.6 million in the prior year quarter mainly due to the continuing redevelopment of the Carrington training facility.

 

Net player capital expenditure for the second quarter was £2.4 million, an increase of £1.5 million compared to £0.8 million in the prior year quarter due mainly to conditional payments being made on players acquired in prior periods.

 

Net cash used in financing activities for the second quarter was £1.6 million, a decrease of £3.7 million compared to £5.3 million in the prior year quarter.  The current year quarter includes expenses of £1.5 million directly attributable to the issue of new shares. The prior year quarter includes £5.3 million relating to the repurchase of senior secured notes.

 

Cash and cash equivalents

 

Cash and cash equivalents at 31 December 2012 were £66.6 million compared to £50.9 million at 31 December 2011.

 

Borrowings

 

Total borrowings were £366.6 million at 31 December 2012 compared to £439.0 million at 31 December 2011. During the six 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 second quarter and six months fiscal 2013 results will be broadcast live over the internet today, 14 February 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.

 

About Manchester United

 

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.

 

Through our 135 year heritage we have won 60 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 forwardlooking 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).

 



 

Key Performance Indicators

 

 

 

Three months ended

 

Six months ended

 

 

 

31 December

 

31 December

 

 

 

2012

 

2011

 

2012

 

2011

 

Commercial % of total revenue

 

32.3

%

27.3

%

42.2

%

35.5

%

Nike and Aon % of Commercial

 

40.2

%

47.8

%

36.3

%

42.4

%

Partners and other % of Commercial

 

59.8

%

52.2

%

63.7

%

57.6

%

Broadcasting % of total revenue

 

35.9

%

37.2

%

28.5

%

34.0

%

Matchday % of total revenue

 

31.8

%

35.5

%

29.3

%

30.5

%

Home Matches Played

 

 

 

 

 

 

 

 

 

FAPL

 

7

 

7

 

10

 

10

 

UEFA competitions

 

2

 

2

 

3

 

3

 

Domestic Cups

 

 

1

 

1

 

1

 

Away Matches Played

 

 

 

 

 

 

 

 

 

UEFA competitions

 

3

 

2

 

3

 

3

 

Domestic Cups

 

1

 

1

 

1

 

2

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Employees at period end

 

779

 

696

 

779

 

696

 

Staff costs % of revenue

 

40.1

%

38.2

%

45.3

%

43.7

%

 

Phasing of Premier League
home games

 

Quarter 1

 

Quarter 2

 

Quarter 3

 

Quarter 4

 

Total

 

2012/13 season*

 

3

 

7

 

5

 

4

 

19

 

2011/12 season

 

3

 

7

 

5

 

4

 

19

 

 


*Note - Games can be rescheduled for TV or clashes due to domestic cup competitions and will be updated each Quarter accordingly.

 

Contacts

 

Investor Relations:

 

Media:

Brendon Frey / Rachel Schacter

 

Philip Townsend

ICR

 

Manchester United plc

+1 203 682 8200

 

+44 161 868 8148

ir@manutd.co.uk

 

philip.townsend@manutd.co.uk

 

 

 

 

 

Jim Barron / Michael Henson

 

 

Sard Verbinnen & Co

 

 

+ 1 212 687 8080

 



 

CONSOLIDATED INCOME STATEMENT

(unaudited; in £ thousands, except per share data)

 

 

 

Three months ended
31 December

 

Six months ended
31 December

 

 

 

2012

 

2011

 

2012

 

2011

 

Revenue

 

110,056

 

101,278

 

186,372

 

175,060

 

Operating expenses

 

(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

 

(9,210

)

(12,249

)

(21,597

)

(31,584

)

Profit on ordinary activities before tax

 

28,364

 

19,204

 

22,300

 

12,849

 

Tax (expense)/credit

 

(12,146

)

22,867

 

14,386

 

24,252

 

Profit for the period from continuing operations(1)

 

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 year

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share
(Pounds Sterling)

 

0.10

 

0.27

(2)

0.23

 

0.24

(2)

Weighted-average shares outstanding
(Thousands)

 

163,826

 

155,352

 

161,980

 

155,352

 

 


(1)  Also referred to as Net Income.

 

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

 



 

CONSOLIDATED BALANCE SHEET

(unaudited; in £ thousands)

 

 

 

31 December
2012

 

30 June
2012

 

31 December
2011

 

ASSETS

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

Property, plant and equipment

 

253,609

 

247,866

 

244,537

 

Investment property

 

14,140

 

14,197

 

14,245

 

Goodwill

 

421,453

 

421,453

 

421,453

 

Players’ registrations

 

125,945

 

112,399

 

109,864

 

Trade and other receivables

 

1,500

 

3,000

 

13,000

 

Non-current tax receivable

 

 

 

2,500

 

Deferred tax asset

 

15,481

 

 

 

 

 

832,128

 

798,915

 

805,599

 

Current assets

 

 

 

 

 

 

 

Derivative financial instruments

 

161

 

967

 

239

 

Trade and other receivables

 

61,970

 

74,163

 

47,484

 

Current tax receivable

 

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

 

 



 

CONSOLIDATED BALANCE SHEET (continued)

(unaudited; in £ thousands)

 

 

 

31 December
2012

 

30 June
2012(1)

 

31 December
2011(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

 

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

 

1,629

 

1,685

 

 

Trade and other payables

 

21,086

 

22,305

 

21,011

 

Borrowings

 

349,005

 

421,247

 

422,802

 

Deferred revenue

 

4,888

 

9,375

 

13,862

 

Provisions

 

1,158

 

1,378

 

1,644

 

Deferred tax liabilities

 

28,161

 

26,678

 

30,319

 

 

 

405,927

 

482,668

 

489,638

 

Current liabilities

 

 

 

 

 

 

 

Derivative financial instruments

 

60

 

 

1,734

 

Current tax liabilities

 

1,128

 

1,128

 

1,127

 

Trade and other payables

 

66,106

 

83,664

 

47,122

 

Borrowings

 

17,625

 

15,628

 

16,148

 

Deferred revenue

 

131,712

 

128,535

 

89,860

 

Provisions

 

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 supplemental note 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

 

 

 

 

 

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

 

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

 

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 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

 

52

 

68,822

 

249,030

 

1

 

24,323

 

342,228

 

(1,834

)

340,394

 

 


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

 

(2) See supplemental note 1.2.

 



 

CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited; in £ thousands)

 

 

 

Three months ended
31 December

 

Six months ended
31 December

 

 

 

2012

 

2011

 

2012

 

2011

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Cash generated from/(used in) operations (supplemental note 3)

 

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 (see supplemental note 1.2)

 

(1,459

)

 

68,799

 

 

Repayment of other 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

 

 



 

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 December 2011 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 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.

 

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 generated from operations

 

 

 

Three months ended
31 December

 

Six months ended
31 December

 

 

 

2012
£’000

 

2011
£’000

 

2012
£’000

 

2011
£’000

 

Profit from continuing operations

 

16,218

 

42,071

 

36,686

 

37,101

 

Tax expense/(credit)

 

12,146

 

(22,867

)

(14,386

)

(24,252

)

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

 

 



 

4              Reconciliation of Adjusted EBITDA to profit for the period from continuing operations

 

 

 

Three months ended
31 December

 

Six months ended
31 December

 

 

 

2012
£’000

 

2011
£’000

 

2012
£’000

 

2011
£’000

 

Adjusted EBITDA

 

50,180

 

44,920

 

66,523

 

64,209

 

Adjustments:

 

 

 

 

 

 

 

 

 

Depreciation

 

(1,852

)

(1,721

)

(3,769

)

(3,560

)

Amortisation of players’ registrations

 

(10,660

)

(9,926

)

(20,483

)

(20,020

)

Exceptional items

 

(781

)

(2,026

)

(3,879

)

(2,026

)

Profit on disposal of players’ registrations

 

687

 

206

 

5,505

 

5,830

 

Net finance costs

 

(9,210

)

(12,249

)

(21,597

)

(31,584

)

Tax (expense)/credit

 

(12,146

)

22,867

 

14,386

 

24,252

 

Profit for the period from continuing operations

 

16,218

 

42,071

 

36,686

 

37,101