EX-99.1 2 a13-10993_2ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

·     SPONSORSHIP REVENUE INCREASED 52.2%

·     RECORD THIRD QUARTER REVENUE OF £91.7 MILLION

·     ADJUSTED EBITDA INCREASED 22.5% TO A THIRD QUARTER RECORD OF £25.0 MILLION

 

MANCHESTER, U.K. — 2 May 2013 — Manchester United (NYSE: MANU; “the Company” and “the Group”) — one of the most popular and successful sports teams in the world - today announced financial results for the three and nine month periods ended 31 March 2013.

 

Highlights

 

·                  Increased third quarter commercial revenue 31.9% year on year.

·                  Innovative Training Centre sponsorship as part of our eight year partnership with Aon.

·                  Announced three new Sponsorship deals — gloops (regional; Japan) our first social gaming agreement; Ekspres Bank (financial services, Denmark); and BIDV (financial services, Vietnam).

·                  2013 Summer Tour — in addition to Australia, Japan, and Hong Kong the Tour will also include Thailand.

·                  Won the 2012/13 Premier League title for a record 20 English League titles with four games to spare.

 

Commentary

 

Ed Woodward, Executive Vice Chairman commented, ‘Each of our three primary sectors — Commercial, Broadcasting and Matchday — delivered strong top-line gains and helped us achieve a record third quarter for both revenue and adjusted EBITDA.  In addition, we are delighted to be continuing and deepening our relationship with Aon, as our new Training Kit, Training Centre and Tour Partner, for an additional eight years’.

 

Outlook

 

For fiscal 2013, Manchester United continues to expect:

 

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

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

 



 

Key Financials (unaudited)

 

£ million (except earnings

 

Three months ended
31 March

 

 

 

Nine months ended
31 March

 

 

 

per share)

 

2013

 

2012

 

Change

 

2013

 

2012

 

Change

 

Commercial revenue

 

36.0

 

27.3

 

31.9

%

114.5

 

89.5

 

27.9

%

Broadcasting revenue

 

21.7

 

16.9

 

28.4

%

75.0

 

76.4

 

(1.8

)%

Matchday revenue

 

34.0

 

26.6

 

27.8

%

88.6

 

79.9

 

10.9

%

Total revenue

 

91.7

 

70.8

 

29.5

%

278.1

 

245.8

 

13.1

%

Adjusted EBITDA*

 

25.0

 

20.4

 

22.5

%

91.5

 

84.6

 

8.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss)/profit before tax

 

(3.1

)

2.8

 

 

19.2

 

15.7

 

22.3

%

Tax credit/(expense)

 

6.7

 

(1.7

)

 

21.1

 

22.5

 

(6.2

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the period (i.e. Net Income)

 

3.6

 

1.1

 

227.3

%

40.3

 

38.2

 

5.5

%

Basic and diluted earnings per share attributable to owners of the Company (Pounds Sterling)

 

0.02

 

0.01

 

100.0

%

0.25

 

0.24

 

4.2

%

Gross debt**

 

367.6

 

423.3

 

(13.2

)%

367.6

 

423.3

 

(13.2

)%

Cash and cash equivalents

 

36.2

 

25.6

 

41.4

%

36.2

 

25.6

 

41.4

%

 


* Adjusted EBITDA is a non-IFRS measure. See the accompanying Supplemental Notes and Exhibit for the reconciliation and definition of this non-IFRS measure and the reasons we believe this measure provides useful information to investors regarding the Group’s financial condition and results of operations.

** Gross debt has decreased by 15.9% since 30 June 2012 (£436.9 million).

 

Revenue Analysis

 

Commercial

Commercial revenue for the third quarter increased 31.9% year on year to £36.0 million driven by the addition of several new sponsorship deals. For the third quarter:

 

·                  Sponsorship revenue increased 52.2% to £21.0 million;

·                  Retail, Merchandising, Apparel & Product Licensing increased 9.5% to £9.2 million; and

·                  New Media & Mobile increased 13.7% to £5.8 million.

 

Broadcasting

Broadcasting revenues for the third quarter increased 28.4% year on year to £21.7 million. The main reason for this increase relates to progress to the Champions League Round of 16 (compared to exiting at the group stages in the prior year).

 

Matchday

Matchday revenues for the third quarter increased 27.8% year on year to £34.0 million, due primarily to an additional three home cup games in the quarter compared to the prior year quarter.

 



 

Other Financial Information

 

Operating expenses

Total operating expenses for the third quarter increased 18.6% year on year to £79.0 million.

 

Staff costs

Staff costs for the third quarter increased 25.1% year on year to £44.9 million, primarily due to new player signings, existing player wage increases and growth in commercial headcount. The nine months year to date increase is 15.1% year on year to £129.4 million.

 

Other operating expenses

Other operating expenses for the third quarter increased 50.3% year on year to £21.8 million, primarily due to an increase in domestic cup gateshare costs, catering direct costs, and police and security costs — associated with the four FA cup home games played in the quarter compared with none in the prior year quarter.

 

Depreciation & amortisation of players’ registrations

Depreciation for the third quarter decreased 9.5% year on year to £1.9 million, from £2.1 million in the prior period; and amortisation of players’ registrations for the quarter increased 7.2% year on year to £10.4 million. The unamortised balance of existing players’ registrations at 31 March 2013 was £126.5 million.

 

Exceptional items

Exceptional items for the third quarter were £nil compared with £4.4 million in the prior year quarter.

 

Profit on disposal of players’ registrations

Profit on the disposal of players’ registrations for the third quarter was £2.5 million compared with £2.1 million in the prior year quarter.

 

Net finance costs

Net finance costs for the third quarter increased £14.8 million year on year to £18.3 million. The main reason for this increase is a net adverse FX swing of £15.7 million year on year on translation of the Group’s US dollar denominated senior secured notes and cash balances, partially offset by a reduction in interest payable of £0.9 million following the re-purchase and retirement earlier in the fiscal year of US$101.7 million of US dollar denominated notes.

 

Unrealised foreign exchange losses/gains on translation of the Group’s US dollar denominated assets and liabilities are not a cash charge/benefit and could reverse depending on dollar/sterling exchange rate movements.  Any foreign exchange gain or loss on a cumulative basis on the Group’s US dollar denominated senior secured notes will not be realised until maturity in 2017 or earlier if the notes are redeemed prior to their maturity date.

 

Tax

The Group recorded a non-cash tax credit for the third quarter of £6.7 million. The credit reflects management’s revised best estimate of the effective tax rate for the year of 38%, which is lower than the rate estimated as of 31 December 2012. The effective tax rate for the year is higher than the US statutory tax rate of 35%, due to a current mismatch in the recognition of the UK and US deferred tax assets and liabilities. It should be noted that these are all non-cash tax charges. In the prior year third quarter the Group recorded a tax charge of £1.7 million.

 

Profit for the period

The profit for the period for the third quarter was £3.6 million compared with a profit of £1.1 million in the prior year quarter.

 

Earnings per share attributable to owners of the Company for the third quarter were £0.02 compared with £0.01 in the

 



 

prior year quarter.

 

Cash flows

Cash used in operating activities for the third quarter was £23.6 million, a decrease of £0.7 million compared to £24.3 million net cash used in the prior year quarter.

 

Capital expenditure on property, plant and equipment and investment property for the third quarter was £1.3 million, a decrease of £0.3 million compared to £1.6 million in the prior year quarter.

 

Net player capital expenditure for the third quarter was £1.4 million, an increase of £2.3 million compared to £0.9 million net inflow in the prior year quarter.

 

Net cash used in financing activities for the third quarter was £7.2 million, an increase of £7.1 million compared to £0.1 million net cash used in the prior year quarter. During the third quarter the Group acquired the remaining 33.3% of the issued share capital of MUTV Limited for a purchase consideration (including transaction costs) of £2.7 million. The Group also repaid the loan stock issued to the former minority shareholder of MUTV Limited amounting to £4.4 million. The Group now holds 100% of the issued share capital of MUTV Limited.

 

Cash and cash equivalents

Cash and cash equivalents at 31 March 2013 were £36.2 million compared to £25.6 million at 31 March 2012.

 

Borrowings

Total borrowings were £367.6 million at 31 March 2013 compared to £423.3 million at 31 March 2012. During the nine months we re-purchased and retired the sterling equivalent of £62.6 million of senior secured notes comprising US$101.7 million of US dollar denominated notes. The consideration paid amounted to £67.9 million.

 



 

Conference Call Information

 

The Company’s conference call to review the third quarter and nine months fiscal 2013 results will be broadcast live over the internet today, 2 May 2013 at 08:00 am Eastern Time and will be available on Manchester United’s investor relations website at http://ir.manutd.com. Thereafter, a replay of the webcast will be available for thirty days.

 

About Manchester United

 

Manchester United is one of the most popular and successful sports teams in the world, playing one of the most popular spectator sports on Earth.

 

Through our 135 year heritage we have won 61 trophies, enabling us to develop the world’s leading sports brand and a global community of 659 million followers. Our large, passionate community provides Manchester United with a worldwide platform to generate significant revenue from multiple sources, including sponsorship, merchandising, product licensing, new media & mobile, broadcasting and matchday.

 

Cautionary Statement

 

This press release contains forward looking statements. You should not place undue reliance on such statements because they are subject to numerous risks and uncertainties relating to the Company’s operations and business environment, all of which are difficult to predict and many are beyond the Company’s control. Forward-looking statements include information concerning the Company’s possible or assumed future results of operations, including descriptions of its business strategy. These statements often include words such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” or similar expressions. The forward-looking statements contained in this press release are based on our current expectations and estimates of future events and trends, which affect or may affect our businesses and operations. You should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual financial results or results of operations and could cause actual results to differ materially from those in these forward-looking statements. These factors are more fully discussed in the “Risk Factors” section and elsewhere in the Company’s Registration Statement on Form F-1, as amended (File No. 333-182535) and the Company’s Annual Report on Form 20-F (File No. 001-35627).

 



 

Key Performance Indicators

 

 

 

Three months ended

 

Nine months ended

 

 

 

31 March

 

31 March

 

 

 

2013

 

2012

 

2013

 

2012

 

Commercial % of total revenue

 

39.2

%

38.6

%

41.2

%

36.4

%

Nike and Aon % of Commercial

 

38.9

%

48.5

%

37.1

%

44.3

%

Partners and other % of Commercial

 

61.1

%

51.5

%

62.9

%

55.7

%

Broadcasting % of total revenue

 

23.7

%

23.8

%

27.0

%

31.1

%

Matchday % of total revenue

 

37.1

%

37.6

%

31.8

%

32.5

%

Home Matches Played

 

 

 

 

 

 

 

 

 

FAPL

 

5

 

5

 

15

 

15

 

UEFA competitions

 

1

 

2

 

4

 

5

 

Domestic Cups

 

4

 

 

5

 

1

 

Away Matches Played

 

 

 

 

 

 

 

 

 

UEFA competitions

 

1

 

2

 

4

 

5

 

Domestic Cups

 

1

 

2

 

2

 

4

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Employees at period end

 

792

 

710

 

792

 

710

 

Staff costs % of revenue

 

48.9

%

50.7

%

46.5

%

45.7

%

 

Phasing of Premier League 
home games

 

Quarter 1

 

Quarter 2

 

Quarter 3

 

Quarter 4

 

Total

 

2012/13 season

 

3

 

7

 

5

 

4

 

19

 

2011/12 season

 

3

 

7

 

5

 

4

 

19

 

 

Contacts

 

Investor Relations:

Media:

Brendon Frey / Rachel Schacter

Philip Townsend

ICR

Manchester United plc

+1 203 682 8200

+44 161 868 8148

ir@manutd.co.uk

philip.townsend@manutd.co.uk

 

 

 

Jim Barron / Michael Henson

 

Sard Verbinnen & Co

 

+ 1 212 687 8080

 



 

CONSOLIDATED INCOME STATEMENT

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

 

 

 

Three months ended
31 March

 

Nine months ended
31 March

 

 

 

2013

 

2012

 

2013

 

2012

 

Revenue

 

91,721

 

70,768

 

278,093

 

245,828

 

Operating expenses

 

(79,069

)

(66,544

)

(227,049

)

(203,001

)

Profit on disposal of players’ registrations

 

2,520

 

2,066

 

8,025

 

7,896

 

Operating profit

 

15,172

 

6,290

 

59,069

 

50,723

 

Finance costs

 

(18,607

)

(3,662

)

(40,360

)

(35,724

)

Finance income

 

285

 

198

 

441

 

676

 

Net finance costs

 

(18,322

)

(3,464

)

(39,919

)

(35,048

)

(Loss)/profit before tax

 

(3,150

)

2,826

 

19,150

 

15,675

 

Tax credit/(expense)

 

6,784

 

(1,709

)

21,170

 

22,543

 

Profit for the period

 

3,634

 

1,117

 

40,320

 

38,218

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

Owners of the Company

 

3,634

 

1,035

 

40,151

 

37,984

 

Non-controlling interest

 

 

82

 

169

 

234

 

 

 

3,634

 

1,117

 

40,320

 

38,218

 

 

 

 

 

 

 

 

 

 

 

Earnings per share attributable to the owners of the Company:

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share (Pounds Sterling)

 

0.02

 

0.01

(1)

0.25

 

0.24

(1)

Weighted average shares outstanding (Thousands)

 

163,826

 

155,352

 

162,586

 

155,352

 

 


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

 



 

CONSOLIDATED BALANCE SHEET

(unaudited; in £ thousands)

 

 

 

31 March
2013

 

30 June
2012

 

31 March
2012

 

ASSETS

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

Property, plant and equipment

 

252,888

 

247,866

 

243,863

 

Investment property

 

14,111

 

14,197

 

14,210

 

Goodwill

 

421,453

 

421,453

 

421,453

 

Players’ registrations

 

126,457

 

112,399

 

99,362

 

Trade and other receivables

 

2,500

 

3,000

 

13,000

 

Non-current tax receivable

 

 

 

2,500

 

Deferred tax asset

 

16,402

 

 

 

 

 

833,811

 

798,915

 

794,388

 

Current assets

 

 

 

 

 

 

 

Derivative financial instruments

 

546

 

967

 

401

 

Trade and other receivables

 

74,297

 

74,163

 

45,199

 

Current tax receivable

 

2,500

 

2,500

 

 

Cash and cash equivalents

 

36,211

 

70,603

 

25,576

 

 

 

113,554

 

148,233

 

71,176

 

Total assets

 

947,365

 

947,148

 

865,564

 

 



 

CONSOLIDATED BALANCE SHEET (continued)

(unaudited; in £ thousands)

 

 

 

31 March
2013

 

30 June
2012(1)

 

31 March
2012(1)

 

EQUITY AND LIABILITIES

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

Share capital

 

52

 

50

 

50

 

Share premium

 

68,822

 

25

 

25

 

Merger reserve

 

249,030

 

249,030

 

249,030

 

Hedging reserve

 

398

 

666

 

99

 

Retained earnings/(deficit)

 

23,548

 

(12,671

)

12,272

 

Equity attributable to owners of the Company

 

341,850

 

237,100

 

261,476

 

Non-controlling interests

 

 

(2,003

)

(2,096

)

 

 

341,850

 

235,097

 

259,380

 

Non-current liabilities

 

 

 

 

 

 

 

Derivative financial instruments

 

1,571

 

1,685

 

1,628

 

Trade and other payables

 

21,384

 

22,305

 

22,645

 

Borrowings

 

362,102

 

421,247

 

416,676

 

Deferred revenue

 

17,980

 

9,375

 

11,619

 

Provisions

 

1,092

 

1,378

 

1,530

 

Deferred tax liabilities

 

22,416

 

26,678

 

31,995

 

 

 

426,545

 

482,668

 

486,093

 

Current liabilities

 

 

 

 

 

 

 

Derivative financial instruments

 

154

 

 

6

 

Current tax liabilities

 

1,128

 

1,128

 

1,127

 

Trade and other payables

 

76,804

 

83,664

 

47,509

 

Borrowings

 

5,487

 

15,628

 

6,604

 

Deferred revenue

 

94,936

 

128,535

 

64,408

 

Provisions

 

461

 

428

 

437

 

 

 

178,970

 

229,383

 

120,091

 

Total equity and liabilities

 

947,365

 

947,148

 

865,564

 

 


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

 



 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(unaudited; in £ thousands)

 

 

 

Share
capital

 

Share
premium

 

Merger
reserve

 

Hedging
reserve

 

Retained
earnings/

(deficit)

 

Total
attributable
to owners of
the Company

 

Non-
controlling
interests

 

Total equity

 

Balance at 1 July 2011

 

 

249,105

 

 

(466

)

(25,886

)

222,753

 

(2,330

)

220,423

 

Profit for the period

 

 

 

 

 

37,984

 

37,984

 

234

 

38,218

 

Cash flow hedges, net of tax

 

 

 

 

565

 

 

565

 

 

565

 

Currency translation differences

 

 

 

 

 

174

 

174

 

 

174

 

Total comprehensive income for the period

 

 

 

 

565

 

38,158

 

38,723

 

234

 

38,957

 

Proceeds from shares issued

 

50

 

25

 

 

 

 

75

 

 

75

 

Capital reorganisation(1)

 

 

(249,105

)

249,030

 

 

 

(75

)

 

(75

)

Balance at 31 March 2012

 

50

 

25

 

249,030

 

99

 

12,272

 

261,476

 

(2,096

)

259,380

 

(Loss)/profit for the period

 

 

 

 

 

(14,998

)

(14,998

)

93

 

(14,905

)

Cash flow hedges, net of tax

 

 

 

 

567

 

 

567

 

 

567

 

Currency translation differences

 

 

 

 

 

55

 

55

 

 

55

 

Total comprehensive income/(loss) for the period

 

 

 

 

567

 

(14,943

)

(14,376

)

93

 

(14,283

)

Dividends

 

 

 

 

 

(10,000

)

(10,000

)

 

(10,000

)

Balance at 30 June 2012

 

50

 

25

 

249,030

 

666

 

(12,671

)

237,100

 

(2,003

)

235,097

 

Profit for the period

 

 

 

 

 

40,151

 

40,151

 

169

 

40,320

 

Cash flow hedges, net of tax

 

 

 

 

(268

)

 

(268

)

 

(268

)

Currency translation differences

 

 

 

 

 

(68

)

(68

)

 

(68

)

Total comprehensive (loss)/ income for the period

 

 

 

 

(268

)

40,083

 

39,815

 

169

 

39,984

 

Equity settled share-based payments

 

 

 

 

 

634

 

634

 

 

634

 

Proceeds from shares issued(2)

 

2

 

68,797

 

 

 

 

68,799

 

 

68,799

 

Acquisition of non-controlling interest in MUTV Limited(3)

 

 

 

 

 

(4,498

)

(4,498

)

1,834

 

(2,664

)

Balance at 31 March 2013

 

52

 

68,822

 

249,030

 

398

 

23,548

 

341,850

 

 

341,850

 

 


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

 

(2) See supplemental note 1.2.

 

(3) See supplemental note 5.

 



 

CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited; in £ thousands)

 

 

 

Three months ended
31 March

 

Nine months ended
31 March

 

 

 

2013

 

2012

 

2013

 

2012

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

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

 

(4,938

)

(6,055

)

56,925

 

13,779

 

Interest paid

 

(18,963

)

(18,601

)

(46,897

)

(43,553

)

Interest received

 

285

 

444

 

442

 

823

 

Income tax (paid)/received

 

 

(64

)

600

 

(3,274

)

Net cash (used in)/generated from operating activities

 

(23,616

)

(24,276

)

11,070

 

(32,225

)

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

(1,311

)

(1,597

)

(10,649

)

(9,638

)

Purchases of investment property

 

 

 

 

(7,364

)

Purchases of players’ registrations

 

(3,009

)

(864

)

(41,267

)

(53,153

)

Proceeds from sale of players’ registrations

 

1,606

 

1,751

 

7,969

 

6,124

 

Net cash used in investing activities

 

(2,714

)

(710

)

(43,947

)

(64,031

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

Proceeds from issue of shares (see supplemental note 1.2)

 

 

 

70,258

 

 

Expenses directly related to the issue of shares (see supplemental note 1.2)

 

 

 

(1,459

)

 

Acquisition of additional interest in subsidiary (see supplemental note 5)

 

(2,664

)

 

(2,664

)

 

Repayment of other borrowings

 

(4,534

)

(86

)

(67,330

)

(28,463

)

Net cash used in financing activities

 

(7,198

)

(86

)

(1,195

)

(28,463

)

Net decrease in cash and cash equivalents

 

(33,528

)

(25,072

)

(34,072

)

(124,719

)

Cash and cash equivalents at beginning of period

 

66,631

 

50,900

 

70,603

 

150,645

 

Exchange gains/(losses) on cash and cash equivalents

 

3,108

 

(252

)

(320

)

(350

)

Cash and cash equivalents at end of period

 

36,211

 

25,576

 

36,211

 

25,576

 

 



 

SUPPLEMENTAL NOTES

 

1              General information

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

 

1.1          The reorganisation transactions

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

 

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

 

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

 

1.2          Initial public offering (“IPO”)

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

 



 

2              Earnings per share

 

Basic and diluted earnings per share is calculated by dividing the profit for the period attributable to owners of the Company by the weighted average number of ordinary shares in issue during the period, as adjusted for the reorganisation transactions described in supplemental note 1.1. The Company did not have any dilutive shares during the period (2012: none).

 

 

 

Unaudited
 three months ended
 31 March

 

Unaudited
 nine months ended
 31 March

 

 

 

2013

 

2012

 

2013

 

2012

 

Profit for the period attributable to owners of the Company (£’000)

 

3,634

 

1,035

 

40,151

 

37,984

 

Weighted average Class A ordinary shares (thousands)

 

39,826

 

31,352

(1)

38,586

 

31,352

(1)

Weighted average Class B ordinary shares (thousands)

 

124,000

 

124,000

(1)

124,000

 

124,000

(1)

Basic and diluted earnings per share attributable to owners of the Company (Pounds Sterling)

 

0.02

 

0.01

(1)

0.25

 

0.24

(1)

 


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

 



 

On 15 August 2012, the Company issued a further 139,895 Class A ordinary shares pursuant to the Company’s 2012 Equity Incentive Award Plan and listed such shares on the NYSE. The number of shares in issue as of 31 December 2012 was 163,825,595 shares comprising 39,825,595 Class A ordinary shares and 124,000,000 Class B ordinary shares.

 

3                               Cash (used in)/generated from operations

 

 

 

Unaudited
 three months ended
31 March

 

Unaudited
nine months ended
31 March

 

 

 

2013
£’000

 

2012
£’000

 

2013
£’000

 

2012
£’000

 

Profit for the period

 

3,634

 

1,117

 

40,320

 

38,218

 

Tax (credit)/expense

 

(6,784

)

1,709

 

(21,170

)

(22,543

)

(Loss)/profit before tax

 

(3,150

)

2,826

 

19,150

 

15,675

 

Depreciation charges

 

1,974

 

2,111

 

5,743

 

5,671

 

Amortisation of players’ registrations

 

10,389

 

9,747

 

30,872

 

29,767

 

Profit on disposal of players’ registrations

 

(2,520

)

(2,066

)

(8,025

)

(7,896

)

Net finance costs

 

18,322

 

3,464

 

39,919

 

35,048

 

Share-based payments

 

153

 

 

634

 

 

Fair value losses/(gains) on derivative financial instruments

 

224

 

(25

)

215

 

(265

)

(Increase)/decrease in trade and other receivables

 

(12,393

)

3,652

 

2,334

 

11,123

 

Decrease in trade and other payables and deferred revenue

 

(17,879

)

(25,637

)

(33,623

)

(74,782

)

Decrease in provisions

 

(58

)

(127

)

(294

)

(562

)

Cash (used in)/generated from operations

 

(4,938

)

(6,055

)

56,925

 

13,779

 

 

4              Reconciliation of Adjusted EBITDA to profit for the period

 

 

 

Unaudited
three months ended
31 March

 

Unaudited
nine months ended
31 March

 

 

 

2013
£’000

 

2012
£’000

 

2013
£’000

 

2012
£’000

 

Adjusted EBITDA

 

25,015

 

20,419

 

91,538

 

84,628

 

Adjustments:

 

 

 

 

 

 

 

 

 

Depreciation

 

(1,974

)

(2,111

)

(5,743

)

(5,671

)

Amortisation of players’ registrations

 

(10,389

)

(9,747

)

(30,872

)

(29,767

)

Exceptional items

 

 

(4,337

)

(3,879

)

(6,363

)

Profit on disposal of players’ registrations

 

2,520

 

2,066

 

8,025

 

7,896

 

Net finance costs

 

(18,322

)

(3,464

)

(39,919

)

(35,048

)

Tax credit/(expense)

 

6,784

 

(1,709

)

21,170

 

22,543

 

Profit for the period

 

3,634

 

1,117

 

40,320

 

38,218

 

 



 

5              Transactions with non-controlling interest

 

On 2 January 2013, the Group acquired the remaining 33.3% of the issued share capital of MUTV Limited for a purchase consideration (including transaction costs) of £2,664,000. The Group now holds 100% of the issued share capital of MUTV Limited. The carrying amount of the non-controlling interests in MUTV Limited on the date of acquisition was (£1,834,000). The Group derecognised non-controlling interests of (£1,834,000) and recorded a decrease in equity attributable to owners of the Company of £4,498,000. The effect of changes in the ownership interest of MUTV Limited on the equity attributable to owners of the Company during the period is summarised as follows:

 

 

 

Unaudited
three months ended
31 March

 

Unaudited
nine months ended
31 March

 

 

 

2013
£’000

 

2012
£’000

 

2013
£’000

 

2012
£’000

 

Carrying amount of non-controlling interests acquired

 

(1,834

)

 

(1,834

)

 

Consideration paid to non-controlling interests

 

(2,664

)

 

(2,664

)

 

Amount recognised in equity attributable to owners of the Company

 

(4,498

)

 

(4,498

)

 

 



 

EXHIBIT

 

Non-IFRS Measures: Definitions and Use/Importance

The definitions of the non-IFRS measure utilised in this Press Release is set out below together with the reasons why we believe this measure provides useful information to investors regarding the Group’s financial condition and results of operations.

 

1.                  Adjusted EBITDA

Adjusted EBITDA is defined as profit for the period before net finance costs, tax credit/(expense), depreciation, amortisation of, and profit on disposal of, players’ registrations and exceptional items. We believe Adjusted EBITDA is useful as a measure of comparative operating performance from period to period and among companies as it is reflective of changes in pricing decisions, cost controls and other factors that affect operating performance, and it removes the effect of our capital structure (primarily interest expense), asset base (primarily depreciation and amortisation) and items outside the control of our management (primarily income taxes and interest income and expense).  Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for an analysis of our results as reported under IFRS as issued by the IASB. A reconciliation of Adjusted EBITDA to profit for the period is presented in supplemental note 4.