EX-99.1 2 a15-4441_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Manchester United plc

Interim report (unaudited) for the three and six months

ended 31 December 2014

 



 

Contents

 

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 2014 and 2013

12

Interim consolidated statement of comprehensive income for the three and six months ended 31 December 2014 and 2013

13

Interim consolidated balance sheet as of 31 December 2014, 30 June 2014 and 31 December 2013

14

Interim consolidated statement of changes in equity for the six months ended 31 December 2014, the six months ended 30 June 2014 and the six months ended 31 December 2013

16

Interim consolidated statement of cash flows for the three and six months ended 31 December 2014 and 2013

17

Notes to the interim consolidated financial statements

18

 

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 Manchester United plc’s (“the Company”) 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 2014, as filed with the Securities and Exchange Commission on 27 October 2014 (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 136-year heritage we have won 62 trophies, including a record 20 English league titles, 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, media & content, broadcasting and matchday. We attract leading global companies such as adidas, Aon, General Motors (Chevrolet) and Nike that want access and exposure to our community of followers and association with our brand.

 

RESULTS OF OPERATIONS

 

Three months ended 31 December 2014 as compared to the three months ended 31 December 2013

 

 

 

Three months ended
31 December

 

% Change

 

 

 

(in £ millions)

 

2014 over

 

 

 

2014

 

2013

 

2013

 

Revenue

 

105.7

 

122.9

 

(14.0

)%

Commercial revenue

 

46.4

 

42.3

 

9.7

%

Broadcasting revenue

 

28.4

 

46.9

 

(39.4

)%

Matchday revenue

 

30.9

 

33.7

 

(8.3

)%

Total operating expenses

 

(93.1

)

(87.7

)

6.2

%

Employee benefit expenses

 

(48.7

)

(51.6

)

(5.6

)%

Other operating expenses

 

(14.6

)

(20.3

)

(28.1

)%

Depreciation

 

(2.6

)

(2.1

)

23.8

%

Amortization

 

(27.0

)

(13.4

)

101.5

%

Exceptional items

 

(0.2

)

(0.3

)

(33.3

)%

Profit on disposal of players’ registrations

 

1.5

 

0.8

 

87.5

%

Net finance costs

 

(6.3

)

(5.7

)

10.5

%

Tax expense

 

(7.8

)

(11.3

)

(31.0

)%

 

2



 

Revenue

 

Our consolidated revenue for the three months ended 31 December 2014 was £105.7 million, a decrease of £17.2 million, or 14.0%, as a result of a decrease in revenue in our Broadcasting and Matchday sectors, which was partially offset by an increase in revenue in our Commercial sectors, as described below.

 

Commercial revenue

 

Commercial revenue for the three months ended 31 December 2014 was £46.4 million, an increase of £4.1 million, or 9.7%.

 

·   Sponsorship revenue for the three months ended 31 December 2014 was £35.8 million, an increase of £6.8 million, or 23.4%, primarily due to an increase in shirt and other sponsorships;

·   Retail, Merchandising, Apparel & Product Licensing revenue for the three months ended 31 December 2014 was £7.9 million, a decrease of £1.2 million, or 13.2%, primarily due reduced Nike guaranteed revenue due to non-participation in the UEFA Champions League in the current season; and

·   Mobile & Content revenue for the three months ended 31 December 2014 was £2.7 million, a decrease of £1.5 million, or 35.7%, due to the expiration of a few of our mobile partnerships.

 

Broadcasting revenue

 

Broadcasting revenue for the three months ended 31 December 2014 was £28.4 million, a decrease of £18.5 million, or 39.4%, primarily due to non-participation in the UEFA Champions League in the current season.

 

Matchday revenue

 

Matchday revenue for the three months ended 31 December 2014 was £30.9 million, a decrease of £2.8 million, or 8.3%, primarily due to non-participation in the UEFA Champions League in the current season.

 

Total operating expenses

 

Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortization, and exceptional items) for the three months ended 31 December 2014 were £93.1 million, an increase of £5.4 million, or 6.2%.

 

Employee benefit expenses

 

Employee benefit expenses for the three months ended 31 December 2014 were £48.7 million, a decrease of £2.9 million, or 5.6%, primarily due to lower player wages.

 

Other operating expenses

 

Other operating expenses for the three months ended 31 December 2014 were £14.6 million, a decrease of £5.7 million, or 28.1%, primarily due to non-participation in the UEFA Champions League and favorable movements in foreign exchange.

 

Depreciation

 

Depreciation for the three months ended 31 December 2014 was £2.6 million, an increase of £0.5 million, or 23.8%.

 

Amortization

 

Amortization, primarily of players’ registrations, for the three months ended 31 December 2014 was £27.0 million, an increase of £13.6 million, or 101.5%. The unamortized balance of players’ registrations as of 31 December 2014 was £269.3 million.

 

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Exceptional items

 

Exceptional items for the three months ended 31 December 2014 were £0.2 million being professional adviser fees related to a public sale of shares. Exceptional items for the three months ended 31 December 2013 were £0.3 million and related to investment property impairment charges based on an external valuation.

 

Profit on disposal of players’ registrations

 

Profit on disposal of players’ registrations for the three months ended 31 December 2014 was £1.5 million, an increase of £0.7 million, or 87.5%.

 

Net finance costs

 

Net finance costs for the three months ended 31 December 2014 were £6.3 million, an increase of £0.6 million, or 10.5%.

 

Tax

 

The tax expense for the three months ended 31 December 2014 was £7.8 million, compared to an expense of £11.3 million for the three months ended 31 December 2013.

 

Six months ended 31 December 2014 as compared to the six months ended 31 December 2013

 

 

 

Six months ended
31 December

 

% Change

 

 

 

(in £ millions)

 

2014 over

 

 

 

2014

 

2013

 

2013

 

Revenue

 

194.4

 

221.4

 

(12.2

)%

Commercial revenue

 

103.2

 

102.2

 

1.0

%

Broadcasting revenue

 

45.2

 

66.2

 

(31.7

)%

Matchday revenue

 

46.0

 

53.0

 

(13.2

)%

Total operating expenses

 

(185.9

)

(177.9

)

4.5

%

Employee benefit expenses

 

(98.1

)

(104.5

)

(6.1

)%

Other operating expenses

 

(33.6

)

(43.7

)

(23.1

)%

Depreciation

 

(4.9

)

(4.1

)

19.5

%

Amortization

 

(48.2

)

(25.3

)

90.5

%

Exceptional items

 

(1.1

)

(0.3

)

266.7

%

Profit on disposal of players’ registrations

 

19.8

 

1.8

 

1000.0

%

Net finance costs

 

(12.4

)

(15.5

)

(20.0

)%

Tax expense

 

(7.0

)

(11.1

)

(36.9

)%

 

Revenue

 

Our consolidated revenue for the six months ended 31 December 2014 was £194.4 million, a decrease of £27.0 million, or 12.2%, as a result of a decrease in revenue in our Commercial, Broadcasting and Matchday sectors, as described below.

 

Commercial revenue

 

Commercial revenue for the six months ended 31 December 2014 was £103.2 million, an increase of £1.0 million, or 1.0%.

 

·   Sponsorship revenue for the six months ended 31 December 2014 was £82.1 million, an increase of £7.9 million, or 10.6%, primarily due to an increase in shirt and other sponsorships, partially offset by reduced tour revenue;

 

4



 

·   Retail, Merchandising, Apparel & Product Licensing revenue for the six months ended 31 December 2014 was £15.7 million, a decrease of £4.1 million, or 20.7%, primarily due to reduced Nike guaranteed revenue due to non-participation in the UEFA Champions League in the current season; and

·   Mobile & Content revenue for the six months ended 31 December 2014 was £5.4 million, a decrease of £2.8 million, or 34.1%, due to the expiration of a few of our mobile partnerships.

 

Broadcasting revenue

 

Broadcasting revenue for the six months ended 31 December 2014 was £45.2 million, a decrease of £21.0 million, or 31.7%, primarily due to non-participation in the UEFA Champions League in the current season.

 

Matchday revenue

 

Matchday revenue for the six months ended 31 December 2014 was £46.0 million, a decrease of £7.0 million, or 13.2%, primarily as a result of non-participation in the UEFA Champions League in the current season.

 

Total operating expenses

 

Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortisation, and exceptional items) for the six months ended 31 December 2014 were £185.9 million, an increase of £8.0 million, or 4.5%.

 

Employee benefit expenses

 

Employee benefit expenses for the six months ended 31 December 2014 were £98.1 million, a decrease of £6.4 million, or 6.1%, primarily due to lower player wages.

 

Other operating expenses

 

Other operating expenses for the six months ended 31 December 2014 were £33.6 million, a decrease of £10.1 million, or 23.1%, primarily due to non-participation in the UEFA Champions League and favorable movements in foreign exchange.

 

Depreciation

 

Depreciation for the six months ended 31 December 2014 was £4.9 million, an increase of £0.8 million, or 19.5%.

 

Amortization

 

Amortization, primarily of players’ registrations, for the six months ended 31 December 2014 was £48.2 million, an increase of £22.9 million, or 90.5%.

 

Exceptional items

 

Exceptional items for the six months ended 31 December 2014 were £1.1 million being professional adviser fees related to a public sale of shares. Exceptional items for the six months ended 31 December 2013 were £0.3 million and related to investment property impairment charges based on an external valuation.

 

Profit on disposal of players’ registrations

 

Profit on disposal of players’ registrations for the six months ended 31 December 2014 was £19.8 million compared with £1.8 million for the six months ended 31 December 2013. The profit on disposal of players’ registrations for the six months ended 31 December 2014 primarily related to the disposal of Welbeck (Arsenal).

 

Net finance costs

 

Net finance costs for the six months ended 31 December 2014 were £12.4 million, a decrease of £3.1 million, or 20.0%. The decrease was primarily due to a £2.7 million foreign exchange loss on retranslation of US dollar bank accounts in the prior year period and favourable movements in the fair value of derivative financial instruments, partially offset by an unwinding of discount factors relating to player transfer fees.

 

In 2013 we started hedging the foreign exchange risk on a portion of contracted future US dollar revenues using the our US dollar borrowings as the hedging instrument. From November 2013 the hedging instrument was revised to

 

5



 

also take into account a portion of our US dollar cash balances. As a result, foreign exchange gains or losses arising on re-translation of the Group’s US dollar borrowings and a portion of the Group’s US dollar cash balances are now initially recognized in other comprehensive income, rather than being recognized in the income statement immediately.

 

Tax

 

The tax expense for the six months ended 31 December 2014 was £7.0 million, compared to an expense of £11.1 million for the six months ended 31 December 2013.

 

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 the Aon Training Complex, 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 secured term loan facility and our senior secured notes, although we have in the past, and may from time to time in the future, repurchase 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. Such interest rate swaps have the economic effect of converting borrowings from floating to fixed rates. We have US dollar borrowings that we use to hedge a portion of our US dollar sponsorship revenue exposure.

 

Our business generates a significant amount of 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 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 employee benefit expenses, other operating expenses, interest payments and other liabilities as they become due. This typically results in negative working capital movement 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 2014, we had no borrowings under our revolving credit facility.

 

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 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 after the end of the contract in July 2015.

 

We have entered into a 10-year agreement with adidas with respect to our global technical sponsorship and dual-branded licensing rights, beginning from the 2015/16 season.  The minimum guarantee payable by adidas is equal to

 

6



 

£750 million over the 10-year term of the agreement, or an average of £75 million per year, though actual cash payments per year will vary, subject to certain adjustments. Payments due in a particular year may increase if the first team wins the Premier League, FA Cup or UEFA Champions League, or decrease if the first team fails to participate in the UEFA Champions League for two or more consecutive seasons starting with the 2015/16 season, with the maximum possible increase being £4 million per year and the maximum possible reduction being 30% of the applicable payment for that year.  If the first team fails to participate in the UEFA Champions League for two or more consecutive seasons, then the reduction is applied as from the year in which the second consecutive season of non-participation falls. In the event of a reduction in any year due to the failure to participate in the UEFA Champions League for two or more consecutive seasons, the payments revert back to the original terms upon the first-team participating again in the UEFA Champions League. Any increase or decrease in a particular year would have the effect of increasing or decreasing the minimum guarantee amount of £750 million payable over the 10-year term of the agreement.

 

The minimum guarantee from adidas does not include payments for rights with respect to mono-branded licensing rights or the right to create and operate Manchester United branded soccer schools, physical retail channels and e-commerce retail channels, which rights may generate additional revenue for the club. The consideration does not include the value of the adidas products that will be supplied annually to the club or performance related incentives and bonuses. The club may also benefit from additional royalty payments upon exceeding a threshold of sales.

 

The agreement with adidas is subject to reciprocal termination provisions in respect of material breach and insolvency. Adidas may reduce the applicable payments for a year by 50% if the first team is not participating in the English Premier League during that year. In addition, adidas may terminate the agreement by giving one full-season’s notice if the first team is relegated from the English Premier League or if it is otherwise determined that the first team shall not be participating in the Premier League or the top English league.

 

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 summarizes our cash flows for the six months ended 31 December 2014 and 2013:

 

7



 

 

 

Six months ended
31 December

(in £ millions)

 

 

 

2014

 

2013

 

Cash flows from operating activities

 

 

 

 

 

Cash generated from operations

 

48.9

 

34.7

 

Interest paid

 

(13.3

)

(14.0

)

Debt finance costs relating to borrowings

 

(0.8

)

(0.1

)

Interest received

 

0.1

 

0.1

 

Income tax paid

 

(1.0

)

(1.2

)

Net cash generated from operating activities

 

33.9

 

19.5

 

Cash flows from investing activities

 

 

 

 

 

Purchases of property, plant and equipment

 

(3.8

)

(6.9

)

Purchases of players’ registrations and other intangible assets

 

(86.8

)

(37.3

)

Proceeds from sale of players’ registrations

 

16.7

 

7.1

 

Net cash used in investing activities

 

(73.9

)

(37.1

)

Cash flows from financing activities

 

 

 

 

 

Proceeds from borrowings

 

4.7

 

 

Repayment of borrowings

 

(0.2

)

(0.2

)

Net cash generated from/(used in) financing activities

 

4.5

 

(0.2

)

Net decrease in cash and cash equivalents

 

(35.5

)

(17.8

)

 

Net cash generated from operating activities

 

Net cash generated from operations 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 revenues, broadcasting revenue from the Premier League and UEFA and sponsorship and commercial revenue. Cash generated from operations for the six months ended 31 December 2014 produced a cash inflow of £48.9 million, an increase of £14.2 million from an inflow of £34.7 million for the six months ended 31 December 2013.

 

Additional changes in net cash generated from operating activities generally reflect our finance costs. We currently pay fixed rates of interest on our senior secured notes and variable rates of interest on our secured term loan facility. We have an interest rate swap which has the economic effect of converting interest on our secured term loan facility from variable rates to a fixed rate. Net cash generated from operating activities for the six months ended 31 December 2014 was £33.9 million, an increase of £14.4 million from net cash generated of £19.5 million for the six months ended 31 December 2013.

 

Net cash used in investing activities

 

Capital expenditure for the acquisition of players as well as for improvements to property, principally at Old Trafford and the Aon Training Complex, are funded through cash flow generated from operations, proceeds from the sale of players’ registrations and, if necessary, from our revolving credit facility. 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 our training facility, the Aon Training Complex.

 

Net cash used in investing activities for the six months ended 31 December 2014 was £73.9 million, an increase of £36.8 million from £37.1 million for the six months ended 31 December 2013.

 

For the six months ended 31 December 2014, net property, plant and equipment capital expenditure was £3.8 million, a decrease of £3.1 million from £6.9 million for the six months ended 31 December 2013.

 

For the six months ended 31 December 2014, net player and other intangible assets capital expenditure was £70.1 million, an increase of £39.9 million from £30.2 million for the six months ended 31 December 2013.

 

Net cash used in financing activities

 

Net cash generated from financing activities for the six months ended 31 December 2014 was £4.5 million, an increase of £4.7 million from net cash used of £0.2 million for the six months ended 31 December 2013.

 

8



 

Indebtedness

 

Our primary sources of indebtedness consist of our secured term loan facility and our senior secured notes. As part of the security for our secured term loan facility, our senior secured notes and our revolving credit facility, substantially all of our assets are subject to liens and mortgages.

 

Description of principal indebtedness

 

Secured term loan

 

Our wholly-owned finance subsidiary, MU Finance plc, has a secured term loan facility with Bank of America, N.A. As of 31 December 2014 the sterling equivalent of £199.7 million (net of unamortized issue costs of £3.0 million) was outstanding under our secured term loan facility. The outstanding principal amount was $315.7 million.

 

On 11 August 2014 we re-negotiated the terms of the secured term loan facility. The outstanding principal amount of the loan was increased by $7,892,500 to the original principal amount of $315,700,000. We continue to have the option to repay the loan at any time, however, scheduled repayments are no longer required. The remaining balance of the loan is repayable on 8 August 2019. All other terms of the loan remain unchanged.

 

Loans under the secured term loan facility bear interest at a rate per annum equal to LIBOR plus the applicable margin. The applicable margin means 2.75% per annum, except if no event of default has occurred and is continuing, it means the following:

 

Total net leverage ratio (as defined in the secured term loan facility agreement) 

 

Margin %
(per 
annum)

 

Greater than 4.0

 

2.75

 

Greater than 3.5 but less than or equal to 4.0

 

2.50

 

Greater than 3.0 but less than or equal to 3.5

 

2.25

 

Greater than 2.5 but less than or equal to 3.0

 

2.00

 

Greater than 2.0 but less than or equal to 2.5

 

1.75

 

Less than or equal to 2.00

 

1.50

 

 

Our secured term loan 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.

 

The secured term loan facility contains a financial maintenance covenant (identical to the covenant contained in the revolving credit facility) requiring us to maintain consolidated profit/loss for the period before depreciation, amortization, profit on disposal of players’ registrations, exceptional items, net finance costs, and tax (“EBITDA”) of not less than £65 million for each 12 month testing period. We are able to claim certain dispensations from complying with the consolidated EBITDA floor up to twice (in non-consecutive years) during the life of the secured term loan facility if we fail to qualify for the UEFA Champions League.

 

Senior secured notes

 

Our wholly-owned finance subsidiary, MU Finance plc, initially issued $425 million in aggregate principal amount of  83/8% senior secured notes due 2017. As of 31 December 2014 the sterling equivalent of £168.9 million (net of unamortized issue costs of £4.0 million) was outstanding. The outstanding principal amount was $269.2 million.

 

Our senior secured notes 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

 

9



 

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.

 

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 2014, we had no outstanding borrowings and had £75 million in borrowing capacity under our revolving credit facility agreement.

 

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 2014, £5.9 million was outstanding under the Alderley facility, £1.7 million of the loan is repayable in quarterly installments through July 2018, and the remaining balance of £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.

 

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. 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 £3.6 million relating to this contingent consideration has been recognized on our balance sheet as of 31 December 2014, and the maximum additional amount that could be payable as of that date is £29.7 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 2014, 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 International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and are more fully disclosed therein.

 

As of 31 December 2014, we had not entered into any other off-balance sheet transactions.

 

10



 

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

 

Contractual Obligations

 

The following table summarizes our contractual obligations as of 31 December 2014:

 

 

 

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)

 

22,715

 

204,652

 

218,501

 

 

445,868

 

Finance lease obligations

 

 

 

 

 

 

Operating lease obligations(3)

 

2,525

 

2,517

 

252

 

3,927

 

9,221

 

Purchase obligations(4)

 

121,135

 

47,778

 

1,548

 

 

170,461

 

Other long-term liabilities

 

 

 

 

 

 

Total

 

146,375

 

254,947

 

220,301

 

3,927

 

625,550

 

 


(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.

(2)             As of 31 December 2014, we had $315.7 million of our secured term loan facility outstanding, $269.2 million of our 83/8% US dollar senior secured notes outstanding, and £5.9 million outstanding under the Alderley facility.

(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 and non-current obligations related to the acquisition of players’ registrations and capital commitments. Purchase obligations also include obligations relating to the previously terminated interest rate swap amounting to £7.0 million (including interest payable of £0.3 million). Purchase obligations do not include contingent transfer fees of £29.7 million which are potentially payable by us if certain specific performance conditions are met.

 

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 2014 included elsewhere in this interim report, as of 31 December 2014, we did not have any material contingent liabilities or guarantees.

 

11



 

Manchester United plc

Interim consolidated income statement - unaudited

 

 

 

 

 

Three months ended
31 December

 

Six months ended
31 December

 

 

 

Note

 

2014
£’000

 

2013
£’000

 

2014
£’000

 

2013
£’000

 

Revenue

 

6

 

105,761

 

122,927

 

194,431

 

221,448

 

Operating expenses

 

7

 

(93,137

)

(87,715

)

(185,888

)

(177,923

)

Profit on disposal of players’ registrations

 

9

 

1,432

 

846

 

19,760

 

1,842

 

Operating profit

 

 

 

14,056

 

36,058

 

28,303

 

45,367

 

Finance costs

 

 

 

(6,241

)

(5,765

)

(12,477

)

(15,603

)

Finance income

 

 

 

 

48

 

99

 

107

 

Net finance costs

 

10

 

(6,241

)

(5,717

)

(12,378

)

(15,496

)

Profit before tax

 

 

 

7,815

 

30,341

 

15,925

 

29,871

 

Tax expense

 

11

 

(7,870

)

(11,301

)

(7,036

)

(11,124

)

(Loss)/profit for the period

 

 

 

(55

)

19,040

 

8,889

 

18,747

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss)/earnings per share during the period:

 

 

 

 

 

 

 

 

 

 

 

Basic (loss)/earnings per share (pence)

 

12

 

(0.03

)

11.62

 

5.43

 

11.44

 

Diluted (loss)/earnings per share (pence)

 

12

 

(0.03

)

11.62

 

5.42

 

11.44

 

 

See accompanying notes to the interim consolidated financial statements.

 

12



 

Manchester United plc

Interim consolidated statement of comprehensive income - unaudited

 

 

 

 

 

Three months ended
31 December

 

Six months ended
31 December

 

 

 

Note

 

2014
£’000

 

2013
£’000

 

2014
£’000

 

2013
£’000

 

(Loss)/profit for the period

 

 

 

(55

)

19,040

 

8,889

 

18,747

 

Other comprehensive (loss)/income:

 

 

 

 

 

 

 

 

 

 

 

Items that may be subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

Fair value movements on cash flow hedges, net of tax

 

11

 

(9,324

)

4,141

 

(19,733

)

20,252

 

Exchange (loss)/gain on translation of overseas subsidiary, net of tax

 

11

 

 

(8

)

 

26

 

Other comprehensive (loss)/income for the period, net of tax

 

 

 

(9,324

)

4,133

 

(19,733

)

20,278

 

Total comprehensive (loss)/income for the period

 

 

 

(9,379

)

23,173

 

(10,844

)

39,025

 

 

Items in the statement above are disclosed net of tax. The tax relating to each component of other comprehensive income is disclosed in note 11.

 

See accompanying notes to the interim consolidated financial statements.

 

13



 

Manchester United plc

Interim consolidated balance sheet - unaudited

 

 

 

Note

 

As of
31 December
2014
£’000

 

As of
30 June
2014
£’000

 

As of
31 December
2013
£’000

 

ASSETS

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

14

 

254,398

 

254,859

 

256,511

 

Investment property

 

15

 

13,615

 

13,671

 

13,728

 

Goodwill

 

16

 

421,453

 

421,453

 

421,453

 

Players’ registrations and other intangible assets

 

17

 

270,061

 

204,572

 

132,123

 

Derivative financial instruments

 

18

 

857

 

 

1,013

 

Trade and other receivables

 

19

 

 

41

 

141

 

Deferred tax asset

 

25

 

128,797

 

129,631

 

134,261

 

 

 

 

 

1,089,181

 

1,024,227

 

959,230

 

Current assets

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

18

 

544

 

 

201

 

Trade and other receivables

 

19

 

83,716

 

125,119

 

68,787

 

Current tax receivable

 

 

 

81

 

 

 

Cash and cash equivalents

 

20

 

37,115

 

66,365

 

72,144

 

 

 

 

 

121,456

 

191,484

 

141,132

 

Total assets

 

 

 

1,210,637

 

1,215,711

 

1,100,362

 

 

See accompanying notes to the interim consolidated financial statements.

 

14



 

Manchester United plc

Interim consolidated balance sheet (continued) - unaudited

 

 

 

Note

 

As of
31 December
2014
£’000

 

As of
30 June
2014
£’000

 

As of
31 December
2013
£’000

 

EQUITY AND LIABILITIES

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

Share capital

 

21

 

52

 

52

 

52

 

Share premium

 

 

 

68,822

 

68,822

 

68,822

 

Merger reserve

 

 

 

249,030

 

249,030

 

249,030

 

Hedging reserve

 

 

 

6,185

 

25,918

 

20,483

 

Retained earnings

 

 

 

164,424

 

154,828

 

149,139

 

 

 

 

 

488,513

 

498,650

 

487,526

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

18

 

1,612

 

1,602

 

1,864

 

Trade and other payables

 

22

 

47,181

 

42,464

 

14,829

 

Borrowings

 

23

 

374,034

 

326,803

 

341,121

 

Deferred revenue

 

24

 

14,260

 

15,631

 

12,828

 

Deferred tax liabilities

 

25

 

24,085

 

28,837

 

22,184

 

 

 

 

 

461,172

 

415,337

 

392,826

 

Current liabilities

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

18

 

617

 

875

 

1,048

 

Current tax liabilities

 

 

 

2,399

 

2,999

 

5,813

 

Trade and other payables

 

22

 

123,058

 

102,232

 

67,221

 

Borrowings

 

23

 

6,447

 

15,005

 

15,438

 

Deferred revenue

 

24

 

128,431

 

180,613

 

130,490

 

 

 

 

 

260,952

 

301,724

 

220,010

 

Total equity and liabilities

 

 

 

1,210,637

 

1,215,711

 

1,100,362

 

 

See accompanying notes to the interim consolidated financial statements.

 

15



 

Manchester United plc

Interim consolidated statement of changes in equity - unaudited

 

 

 

Share
capital

£’000

 

Share
premium

£’000

 

Merger
reserve

£’000

 

Hedging
reserve

£’000

 

Retained
earnings

£’000

 

Total
equity

£’000

 

Balance at 1 July 2013

 

52

 

68,822

 

249,030

 

231

 

129,825

 

447,960

 

Profit for the period

 

 

 

 

 

18,747

 

18,747

 

Cash flow hedges, net of tax

 

 

 

 

20,252

 

 

20,252

 

Currency translation differences, net of tax

 

 

 

 

 

26

 

26

 

Total comprehensive income for the period

 

 

 

 

20,252

 

18,773

 

39,025

 

Equity-settled share-based payments

 

 

 

 

 

541

 

541

 

Balance at 31 December 2013

 

52

 

68,822

 

249,030

 

20,483

 

149,139

 

487,526

 

Profit for the period

 

 

 

 

 

5,088

 

5,088

 

Cash flow hedges, net of tax

 

 

 

 

5,435

 

 

5,435

 

Currency translation differences, net of tax

 

 

 

 

 

4

 

4

 

Total comprehensive income for the period

 

 

 

 

5,435

 

5,092

 

10,527

 

Equity-settled share-based payments

 

 

 

 

 

597

 

597

 

Balance at 30 June 2014

 

52

 

68,822

 

249,030

 

25,918

 

154,828

 

498,650

 

Profit for the period

 

 

 

 

 

8,889

 

8,889

 

Cash flow hedges, net of tax

 

 

 

 

(19,733

)

 

(19,733

)

Total comprehensive (loss)/income for the period

 

 

 

 

(19,733

)

8,889

 

(10,844

)

Equity-settled share-based payments

 

 

 

 

 

707

 

707

 

Balance at 31 December 2014

 

52

 

68,822

 

249,030

 

6,185

 

164,424

 

488,513

 

 

See accompanying notes to the interim consolidated financial statements.

 

16



 

Manchester United plc

Interim consolidated statement of cash flows - unaudited

 

 

 

 

 

Three months ended
31 December

 

Six months ended
31 December

 

 

 

Note

 

2014
£’000

 

2013
£’000

 

2014
£’000

 

2013
£’000

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

Cash (used in)/generated from operations

 

26

 

(34,421

)

1,893

 

48,921

 

34,663

 

Interest paid

 

 

 

(4,500

)

(4,818

)

(13,229

)

(13,964

)

Debt finance costs relating to borrowings

 

 

 

42

 

(104

)

(824

)

(123

)

Interest received

 

 

 

40

 

48

 

89

 

107

 

Income tax paid

 

 

 

(123

)

(759

)

(1,010

)

(1,246

)

Net cash (used in)/generated from operating activities

 

 

 

(38,962

)

(3,740

)

33,947

 

19,437

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

 

(1,851

)

(2,785

)

(3,793

)

(6,878

)

Proceeds from sale of property, plant and equipment

 

 

 

 

50

 

 

50

 

Purchases of players’ registrations and other intangible assets

 

 

 

(15,564

)

(3,837

)

(86,866

)

(37,287

)

Proceeds from sale of players’ registrations

 

 

 

1,273

 

401

 

16,716

 

7,056

 

Net cash used in investing activities

 

 

 

(16,142

)

(6,171

)

(73,943

)

(37,059

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

Proceeds from borrowings

 

 

 

 

 

4,704

 

 

Repayment of borrowings

 

 

 

(102

)

(96

)

(199

)

(187

)

Net cash (used in)/generated from financing activities

 

 

 

(102

)

(96

)

4,505

 

(187

)

Net decrease in cash and cash equivalents

 

 

 

(55,206

)

(10,007

)

(35,491

)

(17,809

)

Cash and cash equivalents at beginning of period

 

 

 

90,266

 

83,602

 

66,365

 

94,433

 

Foreign exchange gains/(losses) on cash and cash equivalents

 

 

 

2,055

 

(1,451

)

6,241

 

(4,480

)

Cash and cash equivalents at end of period

 

 

 

37,115

 

72,144

 

37,115

 

72,144

 

 

See accompanying notes to the interim consolidated financial statements.

 

17



 

Manchester United plc

Notes to the interim consolidated financial statements - unaudited

 

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 incorporated under the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time. The Company’s shares are listed on the New York Stock Exchange under the symbol “MANU”.

 

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

 

These interim consolidated financial statements were approved for issue by the Audit Committee of the Board of Directors on 11 February 2015.

 

18



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

2                                         Basis of preparation

 

The interim consolidated financial statements of Manchester United plc have been prepared on a going concern basis and 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 2014, as filed with the Securities and Exchange Commission on 27 October 2014, contained within 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”) and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations. 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.

 

Out of period adjustments

 

The interim consolidated financial statements for the three months ended 31 December 2013 included certain out of period adjustments which were not considered material to the prior or current year annual financial statements. The details of these items, which resulted in a net credit to the income statement in the period of £0.2 million, are as follows: a credit of £0.5 million related to the release of a provision re player registration costs following a tribunal ruling in the prior year; and a charge of £0.3 million related to an impairment of investment property which arose in the prior year.

 

The interim consolidated financial statements for the six months ended 31 December 2014 include an out of period adjustment which is not considered material to the prior or current year annual financial statements.  The adjustment results in a credit of £1.9 million to the income statement related to broadcasting revenue that is in respect of the prior year.

 

The interim consolidated financial statements for the six months ended 31 December 2013 included certain out of period adjustments which were not considered material to the then prior or current year annual financial statements.  The details of these items, which resulted in a net credit to the income statement in the period of £0.8 million, are as follows: a credit of £0.8 million related to broadcasting revenue that is in respect of the prior year; a credit of £0.7 million related to the recognition of fair value movements on embedded foreign exchange derivatives from the prior year; a charge of £0.9 million related to a tax adjustment in respect of the prior year; a credit of £0.5 million related to the release of a provision re player registration costs following a tribunal ruling in the prior year; and a charge of £0.3 million related to an impairment of investment property which arose in the prior year.

 

19



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

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 adopted by the Group

 

The Group has adopted the following new and amended IFRS standards for the first time for the financial year beginning on 1 July 2014. None of these had a material impact on the interim consolidated financial statements of the Group.

 

·                  Amendment to IAS 36, “Impairment of assets”

·                  Amendment to IAS 39, “Financial instruments: Recognition and measurement”

·                  Amendment to IAS 19, “Employee benefits”

·                  Annual improvements to IFRSs 2012 and 2013

·                  Amendment to IAS 16, “Property, plant and equipment” and IAS 38, “Intangible assets”

 

New and amended standards and interpretations issued but not yet adopted

 

The following new standards, amendments to standards and interpretations are not yet effective and have not been applied in preparing these interim consolidated financial statements. Adoption may affect the disclosures in the Group’s financial statements in the future. The adoption of these standards, amendments and interpretations is not expected to have a material impact on the consolidated financial statements of the Group, except as set out below.

 

·                  Amendment to IAS 32, “Financial Instruments: Presentation”

·                  IFRS 9, “Financial instruments”. The Group has yet to fully consider the impact of IFRS 9 which it expects to adopt from 1 July 2018

·                  IFRS 15, “Revenue from Contract with Customers”. The Group has yet to fully consider the impact of IFRS 15 which it expects to adopt from 1 July 2017

·                  Annual improvements to IFRSs 2012 - 2014

 

There are no other IFRSs or IFRS IC interpretations that are not yet effective that would be expected to have a material impact on the Group.

 

20



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

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, revenue recognition — commercial contracts with multiple elements, 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 2014, with the exception of changes in estimates that are required in determining the provision for income taxes.

 

21



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

5                                         Seasonality of revenue

 

We experience seasonality in our revenue 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 recognize 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 recognize 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 recognized 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. In instances where the sponsorship benefits remain the same over the duration of the contract, revenue is recognised on a straight-line basis. In respect of contracts with multiple elements, the Group allocates the total consideration receivable to each separately identifiable element based on their relative fair values, and then recognizes the allocated revenue on a straight-line basis over the relevant period of each element. Additional profit share recognized in the six months ended 31 December 2014 amounted to £5.4 million, cumulative £47.7 million (2013: £6.6 million, cumulative £36.7 million); in the three months ended 31 December 2014 amounted to £3.0 million (2013: £2.7 million). Revenue relating to commercial contracts with multiple elements recognized in the six months ended 31 December 2014 amounted to £26.5 million (2013: £9.3 million); in the three months ended 31 December 2014 amounted to £12.5 million (2013: £4.9 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 recognized evenly as domestic home matches are played), facility fees for live coverage and highlights of domestic home and away matches (which are recognized when the respective match is played), and merit awards (which are only recognized 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 recognized 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 recognized when the matches are played).

 

Matchday revenue is recognized based on matches played throughout the year with revenue from each match being recognized 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 recognized 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) - unaudited

 

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.

 

All revenue derives from the Group’s principal activity in the United Kingdom. Revenue can be analysed into its three main components as follows:

 

 

 

Three months ended
 31 December

 

Six months ended
 31 December

 

 

 

2014
£’000

 

2013
£’000

 

2014
£’000

 

2013
£’000

 

Commercial

 

46,441

 

42,296

 

103,187

 

102,153

 

Broadcasting

 

28,384

 

46,923

 

45,195

 

66,253

 

Matchday

 

30,936

 

33,708

 

46,049

 

53,042

 

 

 

105,761

 

122,927

 

194,431

 

221,448

 

 

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

 

7                                        Operating expenses

 

 

 

Three months ended
31 December

 

Six months ended
31 December

 

 

 

2014
£’000

 

2013
£’000

 

2014
£’000

 

2013
£’000

 

Employee benefit expenses

 

(48,760

)

(51,637

)

(98,147

)

(104,571

)

Other operating expenses

 

(14,586

)

(20,282

)

(33,561

)

(43,669

)

Depreciation - property, plant and equipment (note 14)

 

(2,532

)

(2,055

)

(4,840

)

(4,009

)

Depreciation - investment property (note 15)

 

(28

)

(30

)

(56

)

(59

)

Amortization (note 17)

 

(27,046

)

(13,418

)

(48,223

)

(25,322

)

Exceptional items (note 8)

 

(185

)

(293

)

(1,061

)

(293

)

 

 

(93,137

)

(87,715

)

(185,888

)

(177,923

)

 

23



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

8                                         Exceptional items

 

 

 

Three months ended
31 December

 

Six months ended
31 December

 

 

 

2014
£’000

 

2013
£’000

 

2014
£’000

 

2013
£’000

 

Professional adviser fees related to public sale of shares

 

(185

)

 

(1,061

)

 

Impairment — investment property (note 15)

 

 

(293

)

 

(293

)

 

 

(185

)

(293

)

(1,061

)

(293

)

 

Professional adviser fees relating to a public sale of shares are recognized as an exceptional expense when they are not directly attributable to the issue of new shares or when a particular offer is no longer being pursued. The investment property impairment charge represents reductions in the carrying value of investment properties held by the Group, based on an external valuation.

 

9                               Profit on disposal of players’ registrations

 

 

 

Three months ended
31 December

 

Six months ended
31 December

 

 

 

2014
£’000

 

2013
£’000

 

2014
£’000

 

2013
£’000

 

Profit on disposal of players’ registrations

 

157

 

846

 

18,085

 

1,842

 

Player loan fee income

 

1,275

 

 

1,675

 

 

 

 

1,432

 

846

 

19,760

 

1,842

 

 

24



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

10                                  Net finance costs

 

 

 

Three months ended
31 December

 

Six months ended
31 December

 

 

 

2014
£’000

 

2013
£’000

 

2014
£’000

 

2013
£’000

 

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

 

(366

)

(655

)

(986

)

(1,343

)

Interest payable on secured term loan facility and senior secured notes

 

(5,249

)

(4,656

)

(10,334

)

(9,572

)

Amortization of issue discount, debt finance and debt issue costs on secured term loan facility and senior secured notes

 

(540

)

(331

)

(1,062

)

(627

)

Costs associated with debt refinancing

 

(46

)

 

(1,295

)

 

Foreign exchange gain/(loss) on US dollar bank accounts(1)

 

 

317

 

 

(2,712

)

Unwinding of discount factors relating to player transfer fees and onerous lease provision

 

(993

)

(22

)

(1,512

)

(47

)

Fair value movement on derivative financial instruments:

 

 

 

 

 

 

 

 

 

Embedded foreign exchange derivatives

 

1,185

 

(820

)

2,486

 

(1,801

)

Interest rate swaps

 

(31

)

154

 

(8

)

251

 

Ineffectiveness on cash flow hedges

 

(201

)

248

 

234

 

248

 

Total finance costs

 

(6,241

)

(5,765

)

(12,477

)

(15,603

)

Total finance income - interest receivable on short-term bank deposits

 

 

48

 

99

 

107

 

Net finance costs

 

(6,241

)

(5,717

)

(12,378

)

(15,496

)

 


(1) On 1 July 2013 the Group began hedging the foreign exchange risk on a portion of future US dollar revenues using the Group’s US dollar borrowings as the hedging instrument. From 1 November 2013, the hedging instrument was revised to also take into account a portion of the Group’s US dollar cash balances i.e. net borrowings. As a result, foreign exchange gains or losses arising on re-translation of the Group’s US dollar borrowings and a portion of the Group’s US dollar cash balances are now initially recognized in other comprehensive income, rather than being recognized in the income statement immediately. Amounts previously recognized in other comprehensive income and accumulated in a hedging reserve are subsequently reclassified into the income statement in the same accounting period, and within the same income statement line (i.e. commercial revenue), as the underlying future US dollar revenues.

 

25



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

11                                  Tax

 

 

 

Three months ended
31 December

 

Six months ended
31 December

 

 

 

2014
£’000

 

2013
£’000

 

2014
£’000

 

2013
£’000

 

Current tax

 

 

 

 

 

 

 

 

 

Current tax on result for the period

 

(155

)

(253

)

(155

)

(252

)

Foreign tax suffered

 

(392

)

 

(174

)

 

Total current tax expense

 

(547

)

(253

)

(329

)

(252

)

Deferred tax

 

 

 

 

 

 

 

 

 

Origination and reversal of timing differences

 

(7,323

)

(11,048

)

(6,707

)

(10,007

)

Adjustment in respect of previous years

 

 

 

 

(865

)

Total deferred tax expense

 

(7,323

)

(11,048

)

(6,707

)

(10,872

)

Total tax expense

 

(7,870

)

(11,301

)

(7,036

)

(11,124

)

 

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 2015 is 54.1% (30 June 2014: 37.3%). The increase is due to permanent tax adjustments increasing the expected tax rate and the size of these adjustments relative to the forecast result before tax for the full year. The total tax expense also includes a £1.6 million credit in relation to foreign exchange translation movements on US dollar denominated deferred tax assets relating to net operating losses (‘NOL’s’) and foreign tax credits, treated as a separate item.

 

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

 

 

 

Three months ended
31 December 2014

 

Three months ended
31 December 2013

 

 

 

Before tax
£’000

 

Tax
£’000

 

After tax
£’000

 

Before tax
£’000

 

Tax
£’000

 

After tax
£’000

 

Arising on income and expenses recognized in other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(14,343

)

5,019

 

(9,324

)

6,371

 

(2,230

)

4,141

 

Exchange gain/(loss) on translation of overseas subsidiary

 

 

 

 

6

 

(14

)

(8

)

Other comprehensive (loss)/income

 

(14,343

)

5,019

 

(9,324

)

6,377

 

(2,244

)

4,133

 

Current tax

 

 

 

 

 

(848

)

 

Deferred tax

 

 

5,019

 

 

 

(1,396

)

 

 

 

 

5,019

 

 

 

(2,244

)

 

 

26



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

11                                  Tax (continued)

 

 

 

Six months ended
31 December 2014

 

Six months ended
31 December 2013

 

 

 

Before tax
£’000

 

Tax
£’000

 

After tax
£’000

 

Before tax
£’000

 

Tax
£’000

 

After tax
£’000

 

Arising on income and expenses recognized in other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(30,358

)

10,625

 

(19,733

)

31,157

 

(10,905

)

20,252

 

Exchange gain/(loss) on translation of overseas subsidiary

 

 

 

 

40

 

(14

)

26

 

Other comprehensive (loss)/income

 

(30,358

)

10,625

 

(19,733

)

31,197

 

(10,919

)

20,278

 

Current tax

 

 

 

 

 

(5,908

)

 

Deferred tax (note 25)

 

 

10,625

 

 

 

(5,011

)

 

 

 

 

10,625

 

 

 

(10,919

)

 

 

12                                  (Loss)/earnings per share

 

(a)                                 Basic

 

Basic (loss)/earnings per share is calculated by dividing the (loss)/profit for the period by the weighted average number of ordinary shares in issue during the period.

 

 

 

Three months ended
31 December

 

Six months ended
31 December

 

 

 

2014

 

2013

 

2014

 

2013

 

(Loss)/profit for the period (£’000)

 

(55

)

19,040

 

8,889

 

18,747

 

Class A ordinary shares (thousands)

 

39,797

 

39,812

 

39,792

 

39,816

 

Class B ordinary shares (thousands)

 

124,000

 

124,000

 

124,000

 

124,000

 

Basic (loss)/earnings per share (pence)

 

(0.03

)

11.62

 

5.43

 

11.44

 

 

(b)                                 Diluted

 

Diluted (loss)/earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue during the year to assume conversion of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares: share awards pursuant to the 2012 Equity Incentive Plan (the “Equity Plan”). Share awards pursuant to the Equity Plan are assumed to have been converted into ordinary shares at the beginning of the financial year.

 

 

 

Three months ended
31 December

 

Six months ended
31 December

 

 

 

2014

 

2013

 

2014

 

2013

 

(Loss)/profit for the period (£’000)

 

(55

)

19,040

 

8,889

 

18,747

 

Class A ordinary shares (thousands)

 

39,797

 

39,812

 

39,797

 

39,816

 

Adjustment for assumed conversion into Class A ordinary shares (thousands)

 

349

 

 

349

 

 

Class B ordinary shares (thousands)

 

124,000

 

124,000

 

124,000

 

124,000

 

Basic (loss)/earnings per share (pence)

 

(0.03

)

11.62

 

5.42

 

11.44

 

 

27



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

13                                  Dividends

 

No dividend has been paid by the Company during the six months ended 31 December 2014 (six months ended 31 December 2013: £nil) and the directors are not proposing to pay a dividend relating to the six months ended 31 December 2014.

 

28



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

14                                  Property, plant and equipment

 

 

 

Freehold
property
£’000

 

Plant and
machinery
£’000

 

Fixtures
and
fittings
£’000

 

Total
£’000

 

Cost

 

 

 

 

 

 

 

 

 

At 1 July 2014

 

270,319

 

39,761

 

35,427

 

345,507

 

Additions

 

47

 

697

 

3,640

 

4,384

 

Disposals

 

 

(1,098

)

(227

)

(1,325

)

At 31 December 2014

 

270,366

 

39,360

 

38,840

 

348,566

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

At 1 July 2014

 

36,895

 

32,476

 

21,277

 

90,648

 

Charge for the period

 

1,663

 

1,321

 

1,856

 

4,840

 

Disposals

 

 

(1,094

)

(226

)

(1,320

)

At 31 December 2014

 

38,558

 

32,703

 

22,907

 

94,168

 

Net book amount

 

 

 

 

 

 

 

 

 

At 31 December 2014

 

231,808

 

6,657

 

15,933

 

254,398

 

At 30 June 2014

 

233,424

 

7,285

 

14,150

 

254,859

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

 

 

At 1 July 2013

 

270,057

 

36,177

 

29,362

 

335,596

 

Additions

 

114

 

2,171

 

5,433

 

7,718

 

Disposals

 

 

(420

)

(9

)

(429

)

At 31 December 2013

 

270,171

 

37,928

 

34,786

 

342,885

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

At 1 July 2013

 

33,556

 

30,748

 

18,484

 

82,788

 

Charge for the period

 

1,672

 

1,054

 

1,283

 

4,009

 

Disposals

 

 

(414

)

(9

)

(423

)

At 31 December 2013

 

35,228

 

31,388

 

19,758

 

86,374

 

Net book amount

 

 

 

 

 

 

 

 

 

At 31 December 2013

 

234,943

 

6,540

 

15,028

 

256,511

 

 

29



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

15                                  Investment property

 

 

 

Total
£’000

 

Cost

 

 

 

At 1 July 2014

 

19,128

 

Additions

 

 

At 31 December 2014

 

19,128

 

Accumulated depreciation and impairment

 

 

 

At 1 July 2014

 

5,457

 

Charge for the period

 

56

 

At 31 December 2014

 

5,513

 

Net book amount

 

 

 

At 31 December 2014

 

13,615

 

At 30 June 2014

 

13,671

 

 

 

 

 

Cost

 

 

 

At 1 July 2013

 

19,128

 

Additions

 

 

At 31 December 2013

 

19,128

 

Accumulated depreciation and impairment

 

 

 

At 1 July 2013

 

5,048

 

Charge for the period

 

59

 

Impairment

 

293

 

At 31 December 2013

 

5,400

 

Net book amount

 

 

 

At 31 December 2013

 

13,728

 

 

Management obtained an external valuation report carried out in accordance with the Royal Institution of Chartered Surveyors (“RICS”) Valuation - Professional Standards, January 2014 as of 30 June 2014 which supported the carrying value of investment property as of that date and consequently there were no changes to the net book amount. The external valuation was carried out on the basis of Market Value, as defined in the RICS Valuation — Professional Standards, January 2014. Fair value of investment property is determined using inputs that are not based on observable market data, consequently the asset is categorized as Level 3 (see note 30.2). Management has considered the carrying amount of investment property as of 31 December 2014 and concluded that, as there are no indicators of impairment, an impairment test is not required.

 

30



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

16                                  Goodwill

 

 

 

Total
£’000

 

Cost and net book value at 31 December 2014, 30 June 2014 and 31 December 2013

 

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 2014 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.

 

31



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

17                                  Players’ registrations and other intangible assets

 

 

 

Players’
registrations
£’000

 

Other
intangible
assets
£’000

 

Total
£’000

 

Cost

 

 

 

 

 

 

 

At 1 July 2014

 

412,797

 

 

412,797

 

Additions

 

120,761

 

861

 

121,622

 

Disposals

 

(31,663

)

 

(31,663

)

At 31 December 2014

 

501,895

 

861

 

502,756

 

Accumulated amortisation

 

 

 

 

 

 

 

At 1 July 2014

 

208,225

 

 

208,225

 

Charge for the period

 

48,143

 

80

 

48,223

 

Disposals

 

(23,753

)

 

(23,753

)

At 31 December 2014

 

232,615

 

80

 

232,695

 

Net book amount

 

 

 

 

 

 

 

At 31 December 2014

 

269,280

 

781

 

270,061

 

At 30 June 2014

 

204,572

 

 

204,572

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

At 1 July 2013

 

317,745

 

 

317,745

 

Additions

 

37,498

 

 

37,498

 

Disposals

 

(327

)

 

(327

)

At 31 December 2013

 

354,916

 

 

354,916

 

Accumulated amortisation

 

 

 

 

 

 

 

At 1 July 2013

 

197,798

 

 

197,798

 

Charge for the period

 

25,322

 

 

25,322

 

Disposals

 

(327

)

 

(327

)

At 31 December 2013

 

222,793

 

 

222,793

 

Net book amount

 

 

 

 

 

 

 

At 31 December 2013

 

132,123

 

 

132,123

 

 

Other intangible assets comprise trademark registration costs. Trademark registration costs are fully amortized on a straight-line basis over the estimated useful lives of the assets, which is typically 10 years.

 

32



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

18                                  Derivative financial instruments

 

 

 

31 December 2014

 

30 June 2014

 

31 December 2013

 

 

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

235

 

 

 

(148

)

1,013

 

 

Forward foreign exchange contracts

 

 

 

 

 

201

 

(24

)

Financial instruments carried at fair value through profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

Embedded foreign exchange derivatives

 

1,166

 

 

 

(1,320

)

 

(1,802

)

Interest rate swaps

 

 

(958

)

 

(950

)

 

(1,086

)

Forward foreign exchange contracts

 

 

(1,271

)

 

(59

)

 

 

 

 

 

 

1,401

 

(2,229

)

 

(2,477

)

1,214

 

(2,912

)

Less non-current portion:

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

235

 

 

 

(148

)

1,013

 

 

Financial instruments carried at fair value through profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

Embedded foreign exchange derivatives

 

622

 

 

 

(469

)

 

(778

)

Interest rate swaps

 

 

(958

)

 

(950

)

 

(1,086

)

Forward foreign exchange contracts

 

 

(654

)

 

(35

)

 

 

 

 

Non-current derivative financial instruments

 

857

 

(1,612

)

 

(1,602

)

1,013

 

(1,864

)

Current derivative financial instruments

 

544

 

(617

)

 

(875

)

201

 

(1,048

)

 

Further details of derivative financial instruments are provided in note 30.

 

33



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

19                                  Trade and other receivables

 

 

 

31 December
2014
£’000

 

30 June
2014
£’000

 

31 December
2013
£’000

 

Trade receivables

 

38,035

 

88,997

 

22,724

 

Less: provision for impairment of trade receivables

 

(3,809

)

(4,759

)

(4,628

)

Net trade receivables

 

34,226

 

84,238

 

18,096

 

Other receivables

 

424

 

3,943

 

217

 

Accrued revenue

 

41,049

 

27,519

 

37,200

 

 

 

75,699

 

115,700

 

55,513

 

Prepayments

 

8,017

 

9,460

 

13,415

 

 

 

83,716

 

125,160

 

68,928

 

Less: non-current portion

 

 

 

 

 

 

 

Trade receivables

 

 

41

 

141

 

Non-current trade and other receivables

 

 

41

 

141

 

Current trade and other receivables

 

83,716

 

125,119

 

68,787

 

 

Net trade receivables include transfer fees receivable from other football clubs of £13,665,000 (30 June 2014: £2,777,000; 31 December 2013: £2,080,000) of which £nil (30 June 2014: £41,000; 31 December 2013: £141,000) is receivable after more than one year. Net trade receivables also include £12,659,000 (30 June 2014: £77,398,000; 31 December 2013: £11,889,000) of deferred revenue that is contractually payable to the Group, but recorded in advance of the earnings process, with corresponding amounts recorded as deferred revenue liabilities.

 

20                                  Cash and cash equivalents

 

 

 

31 December
2014
£’000

 

30 June
2014
£’000

 

31 December
2013
£’000

 

Cash at bank and in hand

 

37,115

 

66,365

 

72,144

 

 

Cash and cash equivalents for the purposes of the statement of cash flows are as above.

 

34



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

21                        Share capital

 

 

 

Number of
shares
(thousands)

 

Ordinary shares
£’000

 

At 1 July 2013

 

163,826

 

52

 

Employee share-based compensation awards — cancellation of shares

 

(14

)

 

At 31 December 2013

 

163,812

 

52

 

Employee share-based compensation awards — cancellation of shares

 

(34

)

 

At 30 June 2014

 

163,778

 

52

 

Employee share-based compensation awards — issue of shares

 

19

 

 

At 31 December 2014

 

163,797

 

52

 

 

The Company has two classes of ordinary shares outstanding: Class A ordinary shares and Class B ordinary shares, each with a par value of $0.0005 per share. 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.

 

As of 31 December 2014, the Company’s issued share capital comprised 39,797,169 Class A ordinary shares and 124,000,000 Class B ordinary shares.

 

35



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

22                                  Trade and other payables

 

 

 

31 December
2014
£’000

 

30 June
2014
£’000

 

31 December
2013
£’000

 

Trade payables

 

119,933

 

94,904

 

39,623

 

Other payables

 

8,154

 

10,588

 

14,242

 

Accrued expenses

 

35,497

 

29,543

 

21,046

 

 

 

163,584

 

135,035

 

74,911

 

Social security and other taxes

 

6,655

 

9,661

 

7,139

 

 

 

170,239

 

144,696

 

82,050

 

Less: non-current portion:

 

 

 

 

 

 

 

Trade payables

 

46,625

 

38,752

 

6,955

 

Other payables

 

556

 

3,712

 

7,874

 

Non-current trade and other payables

 

47,181

 

42,464

 

14,829

 

Current trade and other payables

 

123,058

 

102,232

 

67,221

 

 

Trade payables include transfer fees and other associated costs in relation to the acquisition of players’ registrations of £116,500,000 (30 June 2014: £82,273,000; 31 December 2013: £32,831,000) of which £46,625,000 (30 June 2014: £38,752,000; 31 December 2013: £6,955,000) 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 £6,704,000 (30 June 2014: £8,539,000; 31 December 2013: £11,122,000) of which £nil (30 June 2014: £2,968,000; 31 December 2013: £5,804,000) 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%.

 

The fair value of trade and other payables equals their carrying amount apart from trade payables relating to transfer fees and other associated costs where the fair value is based on discounted cash flows. The fair values are within level 3 of the fair value hierarchy. The carrying amount and fair value of trade payables are as follows:

 

 

 

Carrying amount

 

Fair value

 

 

 

31 December
2014
£’000

 

30 June
2014
£’000

 

31 December
2013
£’000

 

31 December
2014
£’000

 

30 June
2014
£’000

 

31 December
2013
£’000

 

Trade payables

 

119,933

 

94,904

 

39,623

 

122,886

 

96,716

 

39,685

 

 

36



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

23                                  Borrowings

 

 

 

31 December
2014
£’000

 

30 June
2014
£’000

 

31 December
2013
£’000

 

Non-current:

 

 

 

 

 

 

 

Secured term loan facility

 

199,691

 

168,408

 

178,095

 

Senior secured notes

 

168,870

 

152,711

 

157,136

 

Secured bank loan

 

5,473

 

5,684

 

5,890

 

 

 

374,034

 

326,803

 

341,121

 

Current:

 

 

 

 

 

 

 

Secured term loan facility

 

 

9,107

 

9,374

 

Secured bank loan

 

415

 

403

 

392

 

Accrued interest on secured term loan facility and senior secured notes

 

6,032

 

5,495

 

5,672

 

 

 

6,447

 

15,005

 

15,438

 

Total borrowings

 

380,481

 

341,808

 

356,559

 

 

The secured term loan of £199,691,000 (30 June 2014: £177,515,000; 31 December 2013: £187,469,000) is stated net of unamortized issue costs amounting to £3,031,000 (30 June 2014: £2,521,000; 31 December 2013: £3,160,000). The outstanding principal amount of the loan is $315,700,000 (30 June 2014: $307,807,500; 31 December 2013: $315,700,000).

 

On 11 August 2014 we re-negotiated the terms of the secured term loan facility. The outstanding principal amount of the loan was increased by $7,892,500 to the original principal amount of $315,700,000. The Group continues to have the option to repay the loan at any time, however, scheduled repayments are no longer required. The remaining balance of the loan is repayable on 8 August 2019. All other terms of the loan remain unchanged.

 

The loan attracts interest of US dollar Libor plus an applicable margin of between 1.5% and 2.75% per annum and interest is paid quarterly. The loan was provided to our wholly-owned finance subsidiary, MU Finance plc, and is guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited, Manchester United Football Club Limited and MU Finance plc and is secured against substantially all of the assets of each of the guarantors.

 

The senior secured notes of £168,870,000 (30 June 2014: £152,711,000; 31 December 2013: £157,136,000) is stated net of unamortized issue discount and unamortized debt finance costs amounting to £3,981,000 (30 June 2014: £4,732,000; 31 December 2013: £5,402,000). The outstanding principal amount of the notes is $269,180,000 (30 June 2014: $269,180,000; 31 December 2013: $269,180,000). The notes attract a fixed coupon rate of 8.375%.

 

The notes are secured by a first-ranking lien over all shares and substantially all property and assets of the issuer (MU Finance plc) and guarantors, which by definition incorporates Red Football Limited, Red Football Junior Limited, Manchester United Limited and Manchester United Football Club Limited. The notes are listed on the Luxembourg stock exchange and are traded on the Euro MTF market. The notes are due for repayment in 2017 and interest is paid semi-annually.

 

37



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

23                                  Borrowings (continued)

 

The secured bank loan of £5,888,000 (30 June 2014: £6,087,000; 31 December 2013: £6,282,000) comprises a bank loan within Alderley Urban Investments Limited, a subsidiary of Manchester United Limited, that attracts interest of Libor + 1% per annum.  £1,689,000 (30 June 2014: £1,888,000; 31 December 2013: £2,083,000) is repayable in quarterly instalments through to July 2018, with the remaining balance of £4,199,000 (30 June 2014: £4,199,000; 31 December 2013: £4,199,000) being re-payable at par on 9 July 2018. The loan is secured by way of a first legal charge over a Group investment property, known as the Manchester International Freight Terminal, and the loan is also guaranteed by Manchester United Limited.

 

The Group also has undrawn committed borrowing facilities of £75,000,000 (30 June 2014: £75,000,000; 31 December 2013: £75,000,000). No drawdowns were made from these facilities during the six months ended 31 December 2013 or the twelve months ended 30 June 2013.

 

As of 31 December 2014, the Group was in compliance with all covenants in relation to borrowings.

 

24                                  Deferred revenue

 

 

 

31 December
2014
£’000

 

30 June
2014
£’000

 

31 December
2013
£’000

 

Total

 

142,691

 

196,244

 

143,318

 

Less non-current deferred revenue

 

(14,260

)

(15,631

)

(12,828

)

Current deferred revenue

 

128,431

 

180,613

 

130,490

 

 

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 financial year end which is then released to revenue throughout the current and, where applicable, future financial years.

 

38



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

25                                  Deferred tax

 

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:

 

 

 

31 December
2014
£’000

 

30 June
2014
£’000

 

31 December
2013
£’000

 

US deferred tax assets

 

(128,797

)

(129,631

)

(134,261

)

UK deferred tax liabilities

 

24,085

 

28,837

 

22,184

 

Net deferred tax asset

 

(104,712

)

(100,794

)

(112,077

)

 

The movements in the net deferred tax asset are as follows:

 

 

 

31 December
2014
£’000

 

30 June
2014
£’000

 

31 December
2013
£’000

 

At the beginning of the period

 

(100,794

)

(127,960

)

(127,960

)

Expensed to the income statement

 

6,707

 

15,046

 

10,872

 

(Credited)/expensed to other comprehensive income

 

(10,625

)

12,120

 

5,011

 

At the end of the period

 

(104,712

)

(100,794

)

(112,077

)

 

26                        Cash generated from operations

 

 

 

Three months ended
31 December

 

Six months ended
31 December

 

 

 

2014
£’000

 

2013
£’000

 

2014
£’000

 

2013
£’000

 

Profit before tax

 

7,815

 

30,341

 

15,925

 

29,871

 

Depreciation

 

2,560

 

2,085

 

4,896

 

4,068

 

Impairment

 

 

293

 

 

293

 

Amortization

 

27,046

 

13,418

 

48,223

 

25,322

 

Profit on disposal of players’ registrations

 

(1,432

)

(846

)

(19,760

)

(1,842

)

Net finance costs

 

6,241

 

5,717

 

12,378

 

15,496

 

Loss/(profit) on disposal of property, plant and equipment

 

1

 

(43

)

5

 

(43

)

Equity-settled share-based payments

 

377

 

158

 

707

 

541

 

Foreign exchange (gains)/losses on operating activities

 

(329

)

372

 

(968

)

372

 

Other fair value losses/(gains) on derivative financial instruments

 

577

 

34

 

1,211

 

(126

)

Reclassified from hedging reserve

 

(1,196

)

(330

)

(2,391

)

(518

)

(Increase)/decrease in trade and other receivables

 

(12,110

)

(3,951

)

52,398

 

(3,941

)

Decrease in trade and other payables and deferred revenue

 

(63,971

)

(44,040

)

(63,703

)

(33,355

)

Decrease in provisions

 

 

(1,315

)

 

(1,475

)

Cash (used in)/generated from operations

 

(34,421

)

1,893

 

48,921

 

34,663

 

 

39



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

27           Contingencies

 

At 31 December 2014, the Group had no material contingent liabilities in respect of legal claims arising in the ordinary course of business (30 June 2014: none; 31 December 2013: none).

 

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 2014 the Group had capital commitments amounting to £3.7 million (30 June 2014: £2.9 million; 31 December 2013: £3.3 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 Company considers that it is probable that the condition related to the payment will be achieved. For MUFC appearances, the Company 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 amounts that could be payable is £29,736,000 (30 June 2014: £20,812,000; 31 December 2013: £20,409,000).

 

At 31 December 2014 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

 

21,579

 

3,322

 

24,901

 

International appearances

 

4,700

 

135

 

4,835

 

 

 

26,279

 

3,457

 

29,736

 

 

40



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

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 2014 amounts to £369,000 (30 June 2014: £352,000; 31 December 2013: £238,000) due within one year and £556,000 (30 June 2014: £745,000; 31 December 2013: £2,070,000) due after more than one year and is included within other payables. The Group has not yet received the results of the next triennial valuation which is due to be compiled as of 31 August 2014.

 

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

 

41



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

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 and interest rate 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, they should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended 30 June 2014, as filed with the Securities and Exchange Commission on 27 October 2014, 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.

 

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).

 

 

 

31 December
2014
£’000

 

30 June
2014
£’000

 

31 December
2013
£’000

 

Assets

 

 

 

 

 

 

 

Derivative financial assets designated as cash flow hedges

 

235

 

 

1,214

 

Derivative financial assets at fair value through profit or loss

 

1,166

 

 

 

Liabilities

 

 

 

 

 

 

 

Derivative financial liabilities designated as cash flow hedges

 

 

(148

)

(24

)

Derivative financial liabilities at fair value through profit or loss

 

(2,229

)

(2,329

)

(2,888

)

 

 

(828

)

(2,477

)

(1,698

)

 

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.

 

42



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

31           Related party transactions

 

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.

 

Mr. Kevin 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 Mr. Kevin Glazer and certain members of his immediate family as at 31 December 2014 was $7.3 million (30 June 2014: $7.3 million; 31 December 2013: $7.3 million). The US dollar denominated notes attract a fixed coupon rate of 8.375%. Interest payable to Mr. Kevin Glazer and certain members of his immediate family during the six months ended 31 December 2014 amounted to £188,000 (six months ended 31 December 2013: £192,000) of which £164,000 (30 June 2013: £146,000; 31 December 2012: £154,000) was accrued at the period end.

 

32           Subsidiaries

 

The following companies are the principal subsidiary undertakings of the Company as of 31 December 2014:

 

Subsidiaries

 

Principal activity

 

Issued share
capital

 

Description of
share classes
owned

Red Football Finance Limited

 

Finance company

 

USD 0.01

 

100% Ordinary

Red Football Holdings Limited

 

Holding company

 

GBP 150,000,001

 

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

 

Commercial 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

 

100% Ordinary

 

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

 

43



 

Manchester United plc

Notes to the interim consolidated financial statements (continued) - unaudited

 

33                        Events after the reporting date

 

Playing registrations

 

The playing registrations of certain footballers have been disposed of, subsequent to 31 December 2014, for total proceeds, net of associated costs, of £4,394,000. The associated net book value was £7,534,000.

 

Subsequent to 31 December 2014 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of £598,000.

 

44