Red Football Limited Annual Report and Financial Statements For The Year Ended 30 June 2010
Red Football Limited Annual Report and Financial Statements For The Year Ended 30 June 2010
Contents
Principal activities
The principal activity of the Group continues to be the operation of a professional football club together with
related and ancillary activities.
The subsidiary undertakings principally affecting the profits or net assets of the Group in the year are listed in
note 13 to the financial statements.
Business review
On 29 January 2010, MU Finance plc, a direct subsidiary undertaking of Manchester United Limited issued
sterling and dollar denominated senior secured notes (bond issue), which amounted to £502.5 million in
aggregate (net of original issue discount). The funds raised from the bond issue together with cash reserves
were on-loaned to the company to repay in full, the existing secured bank loans (senior facilities).
Group turnover for the year was £286.4 million (2009: £278.5 million). Operating profit before depreciation
and amortisation of intangible fixed assets for the year was £98.6 million (2009: £91.3 million). Loss on
ordinary activities before taxation for the year was £79.6 million (2009: Profit of £48.2 million). Loss on
ordinary activities before taxation includes profit on disposal of players of £12.7m (2009: £80.7m) and
exceptional finance charges of £64.7m (2009: £nil).
Included within the £64.7m exceptional finance charges is an unrealised exchange loss of £19.3m arising on
the revaluation of the dollar denominated senior secured notes. Repayment of the bank loans (senior
facilities) also gave rise to an exceptional loss on interest rate swaps of £40.7m related to the previous senior
facilities, also included within the £64.7m.
For further details of the exceptional finance charges incurred in the year, please refer to note 6.
The Manchester United team maintained a high level of performance on the pitch, finishing FA Premier
League runners up, winning the Carling Cup for the second consecutive year, and reaching the quarter final
stage of the UEFA Champions League.
During the year Old Trafford staged 30 match day events comprising 29 Manchester United home games
(comprising 19 FA Premier League, 5 UEFA Champions League, 4 domestic cup, and 1 friendly) and 1
rugby match.
Manchester United welcomes AON as our new principal shirt sponsor who succeeded AIG from the
commencement of the 2010/11 season. The Group also welcomes a number of significant new commercial
partners, including Globacom, Betfair, Thomas Cook, Mobile Telephone Networks (PTY), Telekom Malaysia,
Viva Bahrain, Turkish Airlines, Singha and Vina Concha y Toro.
At 30 June 2010 the Group had net debt of £357.8 million (2009: £364.0 million) and had net cash inflows
from operating activities in the year of £103.5 million (2009: £111.2 million).
1
Red Football Limited
Directors' report for the financial year ended 30 June 2010
(continued)
Strategy
The four key elements to the Group's strategy for growth are:
• Maintaining playing success
• Treating fans as customers
• Leveraging the global brand
• Developing club media rights
Team performance Minimum third place finish in the FA Yes FAPL runners up
Premier League
Last 16 of the UEFA Champions Yes UEFA Champions league
League quarter finalists
Last 8 of domestic cup
competitions
- FA Cup No Eliminated third round
- Carling Cup Yes Winners
EBITDA (margin, ≥30 percent Yes 34%
excluding profit on
disposal of players)
Wages/turnover ≤50 percent Yes 46%
Matchday income Maximum achievable attendance at Yes FA Premier League and
home FA Premier League and UEFA Champions league
UEFA Champions League matches home games largely sold
out
Media income Club owned media rights growth Yes 8% increase
Commercial income Sponsorship income growth Yes 49% sponsorship growth
(excl. kit and shirt
sponsorship income )
Customer relationship Customer base growth Yes 1% increase
management fan records
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Red Football Limited
Directors' report for the financial year ended 30 June 2010
(continued)
Principal risks and uncertainties (continued)
The business seeks to maintain playing success by continually investing in the squad either via the youth
academy or by acquiring new talent via our extensive team of scouts who operate both domestically and
internationally.
We aim to recruit and retain the best people by offering attractive remuneration packages including a range
of financial and non-financial benefits, by ensuring regular communication with our employees and offering
regular reviews of performance and training.
We place the security of our supporters at Old Trafford at the top of the agenda and the board continually
reviews the safety and security arrangements both with our own security staff, the local authorities and
external consultants to ensure that best practice is followed at all times.
• Credit risk
Where considered appropriate, the Group performs credit checks using an external credit rating agency
to evaluate the credit risk of potential customers. In relation to significant one-off transactions such as
transfer agreements or sponsorship contracts, the Group reviews the credit risk based on information
available and obtains bank guarantees where necessary. The Group also assesses the stability of
financial institutions in which cash deposits are held to minimise any potential credit risk.
• Currency risk
The Group enters into forward contracts to purchase and sell foreign currency on sales and purchase
transactions (including player transfers) where considered appropriate in order to minimise the impact of
currency movements on the Group’s financial performance. The Board has taken the decision at this
time not to hedge any part of the senior secured notes which are denominated in US$.
• Liquidity risk
The Group maintains a mixture of long term debt finance and maintains sufficient cash reserves in order
to ensure that it has immediate funds available for short term working capital requirements and for
investment in the playing squad and other capital projects.
3
Red Football Limited
Directors' report for the financial year ended 30 June 2010
(continued)
Post balance sheet events
The playing registrations of certain footballers have been disposed of, subsequent to the balance sheet date,
for a total proceeds, net of associated costs of £750,083. The associated net book value was £74,978.
Subsequent to the balance sheet date, the playing registrations of certain players were acquired for a total
consideration, including associated costs, of £8,307,000.
Dividends
An interim dividend was not paid during the year (2009: £nil). The directors do not recommend the payment
of a final dividend (2009: £nil).
The loss for the financial year of £83.6 million (2009: Profit of £25.6 million) has been transferred to reserves.
Directors
The directors who held office throughout the year (unless otherwise indicated) and up to the date of signing
the financial statements were as follows:
J Glazer (Chairman)
A Glazer
B Glazer
D Glazer
E Glazer
K Glazer
M Nusbaum
Company Secretary
W Sondericker
Differences between market and balance sheet value of land and buildings
The directors consider that the market value of interests in freehold property is at least that shown as the net
book value of the assets.
During the year, a £25,000 (2009: £25,000 Hospice of Hope Romania Limited) donation was made to Team
2012 to support and fund training ahead of the forthcoming Olympic games . The 2009 donation was made
specifically to the hospice in Belgrade following on from a Charity game held to commemorate 50 years of
European Football at the Club.
The beneficiary of the balance of donations of £355,161 made during 2009 was the Manchester United
Foundation ("the Foundation") which was launched in 2006/07 and has received charitable status. The
Foundation is supported by Manchester United Limited, in that it has a licence to use Manchester United
4
Red Football Limited
Directors' report for the financial year ended 30 June 2010
(continued)
Charitable and political donations (continued)
Football Club's brand, and also certain rights to use the Club's ground at Old Trafford. Manchester United
Limited is also a significant donor to the Foundation. The purpose of the Foundation, through its trading
subsidiary, is to operate commercial activities using the Manchester United name, the profits from which will
be used to support local and national official charity partners.
Employment policies
The Group is committed to its 'people philosophy' and, as a result, to promoting policies to ensure that
employees and applicants for employment are treated fairly and consistently. The Group has an equal
opportunities policy, the aim of which is not to discriminate against employees or applicants for employment
on the grounds of age, disability, ethnic origin, nationality or national origin, religion, race, gender, sexual
orientation, marital status or family circumstances. Entry into and progression within the Group is determined
solely by the job criteria and personal ability/competence.
The Group also seeks to apply best practice in the employment, training, development and promotion of
disabled persons. The Group takes seriously its statutory obligations relating to disabled persons and seeks
not to discriminate against current or prospective employees because of a reason relating to their disability. If
an existing employee becomes disabled, such steps that are practical and reasonable are taken, in respect
of adjustments to premises or employment arrangements, to retain him/her in employment. Where
appropriate, rehabilitation and suitable training are given.
Employees are regularly updated on the performance of the Group. This is achieved through a broad base of
communications including staff briefings, announcements and the staff newsletter 'RedLines'. Employees'
views are sought through staff surveys and action plans are then developed to target priority for improvement
areas. The Group is continuing with its focus on reward and recognition of performance as one of these
priorities for improvement and its focus on a total reward strategy which has three principal components:
compensation (pay package), benefits and the work experience. Schemes are continually introduced
focusing on rewarding individual performance.
The Group has established its Vision and Values and these are communicated to all employees. Our Vision
and Values are directly linked to performance and development review procedures, training and
organisational change programmes and reward and recognition initiatives, which apply to all our employees.
Environmental policies
Red Football Limited recognises its responsibility to ensure a safe and healthy environment and will
endeavour to maintain sound environmental performance through the continued maintenance of our
proactive environmental management system, which is integrated into our overall business activities.
Company law requires the directors to prepare financial statements for each financial year. Under that law
the directors have prepared the group and parent company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable
law). Under company law the directors must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of
the company and group for that period.
5
Red Football Limited
Directors' report for the financial year ended 30 June 2010
(continued)
Statement of directors' responsibilities (continued)
In preparing those financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable UK Accounting Standards have been followed, subject to any material
departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the company’s transactions and disclose with reasonable accuracy at any time the financial position
of the company and the group and enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group
and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the
Companies Act 2006.
J Glazer
Director
Registered office:
Old Trafford
Manchester
M16 0RA
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Red Football Limited
This report, including the opinions, has been prepared for and only for the company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in
giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom
this report is shown or into whose hands it may come save where expressly agreed by our prior consent in
writing.
• give a true and fair view of the state of the group’s and the parent company’s affairs as at 30 June 2010
and of the group’s loss and cash flows for the year then ended;
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
Practice; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
7
Red Football Limited
Independent auditors’ report to the members of Red Football
Limited (continued)
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and returns;
or
• we have not received all the information and explanations we require for our audit.
8
Red Football Limited
The results for both the current year and prior year derive from continuing activities.
There is no material difference between the (loss)/profit on ordinary activities before taxation and the
(loss)/profit for the financial year stated above and their historical cost equivalents.
9
Red Football Limited
10
Red Football Limited
Consolidated balance sheet
Note At 30 June 2010 At 30 June 2009
£’000 £’000
Fixed assets
Intangible assets – goodwill 10 350,677 386,065
Intangible assets – players’ registrations 11 94,270 113,406
Tangible assets 12 248,547 253,206
693,494 752,677
Current assets
Stock 14 88 279
Debtors – amounts falling due within one year 15 675,114 278,149
Debtors – amounts falling due after more than one year 15 15,457 12,650
Cash at bank and in hand 163,833 150,530
854,492 441,608
Creditors – amounts falling due within one year 16 (85,737) (98,248)
Net current assets 768,755 343,360
Total assets less current liabilities 1,462,249 1,096,037
Creditors – amounts falling due after more than one year 17 (551,201) (509,734)
Provision for liabilities
Deferred taxation 19a (13,040) (17,568)
Other provisions 19b (2,616) (1,091)
Accruals and deferred income
Deferred grant income 20 (322) (380)
Other deferred income 21 (117,827) (111,757)
Net assets 777,243 455,507
The financial statements on pages 9 to 40 were approved by the Board of directors on 27 September 2010 and
signed on its behalf by:
J Glazer
Director
11
Red Football Limited
The financial statements on pages 9 to 40 were approved by the board of directors on 27 September 2010
and signed on its behalf by:
J Glazer
Director
12
Red Football Limited
Consolidated cash flow statement
Year ended Year ended
Note 30 June 2010 30 June 2009
£'000 £'000 £'000 £'000
Net cash inflow from operating activities 103,537 111,186
Returns on investments and servicing of finance
Interest received 1,681 1,260
Interest paid (35,645) (41,772)
Debt finance costs paid and issue discount (23,702) -
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Red Football Limited
The operating cash flows include an outflow of £424,000 (2009: £nil) which comprises of £192,000 relating to
the exceptional pension scheme deficit recognised in the 2009 financial statements and £232,000 relating to
the exceptional onerous lease provision (note 4) recognised in the year.
The operating cash flows include an outflow of £nil (2009: £190,000) which relates to the exceptional
employee termination costs accounted for within the 2008 financial statements.
14
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
1 Accounting policies
The financial statements have been prepared using the accounting policies described below which have
been applied consistently across the Group throughout the year.
Basis of accounting
The financial statements have been prepared on a going concern basis under the historical cost convention
as modified by the revaluation of investment properties, and have been drawn up to comply with applicable
accounting standards in the United Kingdom and the Companies Act 2006, except for the non depreciation
of investment properties and non amortisation of intangible assets.
Basis of consolidation
The financial statements combine the results of Red Football Limited and all its subsidiary undertakings
using acquisition accounting. Subsidiary undertakings are those undertakings that Red Football Limited
exerts control over. Inter-company transactions, balances and unrealised gains/losses on transactions
between Group companies are eliminated.
Goodwill
On the acquisition of a subsidiary undertaking, fair values are attributed to the net assets acquired.
Goodwill, which represents the difference between the purchase consideration and the fair value of net
assets acquired is capitalised and amortised through the profit and loss account on a straight-line basis
over its estimated useful economic life of 15 years.
Estimated useful economic life is determined after taking into account such factors as the nature and age of
the business, the strength of the underlying brands and the stability of the industry in which the acquired
business operates, as well as the typical life span of the acquired products to which the goodwill attaches.
Goodwill acquired is subject to an impairment review at the end of the first year following an acquisition, and
at any other time if events or changes in circumstances indicate that the carrying value may not be
recoverable.
Turnover
Turnover represents income receivable from the Group's principal activities excluding transfer fees and
value added tax. Turnover is analysed between Match Day, Media and Commercial.
Match Day
Match Day turnover comprises income receivable from all match day activities from Manchester United
games at Old Trafford, together with the Club’s share of gate receipts from cup matches not played at Old
Trafford and fees receivable for the team undertaking pre-season tours and for arranging other events at
the Old Trafford stadium. The share of gate receipts payable to the other participating club and competition
organiser for domestic cup matches played at Old Trafford is treated as an operating expense.
Media
Media turnover represents income receivable from all UK and overseas media contracts, including contracts
negotiated centrally by the FA Premier League and UEFA. In addition, media turnover includes income
received by the exploitation of Manchester United media rights through the internet or wireless applications.
Premier League Merit awards are only recognised when they are known at the end of the football season.
UEFA pool distributions relating to participation in the Champions League are spread over the matches
played in the competition whilst distributions relating to team performance are recognised to the extent they
are certain.
15
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
Commercial
Commercial turnover comprises income receivable from the exploitation of the Manchester United brand
through sponsorship and other commercial agreements, including minimum guaranteed income, together
with amounts receivable for the use of the conference and catering facilities at the Old Trafford stadium on
non-match days. Any additional income receivable over and above the minimum guaranteed income
contained in the sponsorship and licensing agreements is taken to turnover when it is probable that the
amounts will not be recouped by the sponsor in future years. Commercial turnover is recognised on a
contractual basis, when it is considered that the contractual basis fairly reflects the level of activity and
benefits of the contract.
Accrued income
Income from match day activities, media and commercial contracts, which is received after the period to
which it relates, is treated as accrued income.
Deferred income
Income from match day activities, media and commercial contracts, which has been received prior to the
period end in respect of future football seasons, is treated as deferred income.
Depreciation is provided on tangible fixed assets at annual rates appropriate to the estimated useful
economic lives of the assets, as follows:
Tangible fixed assets acquired prior to and including 31 July 1999 are depreciated on a reducing balance
basis at the rates stated above. Tangible fixed assets acquired on or after 1 August 1999 are depreciated
on a straight line basis at the rates stated above.
Investment properties are included in the balance sheet at their open market value at the balance sheet
date, on the basis of a professional valuation undertaken at least every five years with an external
professional valuer.
The directors consider that the carrying value of the investment properties fairly reflects the market value at
the balance sheet date, based on a valuation undertaken by an external firm of qualified Chartered
Surveyors, in accordance with the appropriate sections of the current Practice Statements and the United
Kingdom Practice Statements contained within the RICS Valuation Standards, 6th Edition.
16
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
Depreciation is not provided for on investment properties. This treatment, as regards certain of the
Company’s investment properties, may be a departure from the requirements of the Companies Act 2006
concerning depreciation of fixed assets. However, these properties are not held for consumption but for
investment and the directors consider that annual depreciation would be inappropriate. The accounting
policy adopted is therefore necessary for the financial statements to give a true and fair view.
Stocks
Stocks comprising raw materials, consumables and goods held for resale are valued at the lower of cost
and net realisable value.
Where a playing contract is extended, any costs associated with securing the extension are added to the
unamortised balance (at the date of the amendment) and that book value is amortised over the remaining
revised contract life.
Where a part of the consideration payable on acquiring a player’s registration is contingent on a future
event, this amount is recognised once it is probable, rather than possible, that the event will occur and is
amortised from the date at which the contingent payment becomes probable. The total amount which is
currently considered possible but not probable is disclosed in note 28b.
Where a sale transaction for a players’ registration is in progress at the balance sheet date but completed
by the date the financial statements are approved and the amount of net proceeds is less than the carrying
value of that registration, a provision for the loss on disposal is included in the financial statements, within
the disposal of players category in the profit and loss account. An assessment is also made of directly
attributable disposal costs and related onerous contract costs, such amounts are provided and included
within the disposal of players category in the profit and loss account.
Proceeds from the temporary transfer of players’ registrations to other clubs are offset against their
respective staff costs.
Signing-on fees
Staff costs include signing-on fees payable to players representing part of their remuneration which are
charged to the profit and loss account evenly over the period covered by the player's contract.
Grants
Grants receivable from the Football Trust and the former Football Grounds Improvement Trust in respect of
capital expenditure are treated as deferred income and released to the profit and loss account so as to
match the depreciation charged on the fixed assets purchased with the grant. Deferred grant income in the
17
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
Grants (continued)
balance sheet represents total grants received less amounts credited to the profit and loss account.
Taxation
Corporation tax payable is provided on taxable profit at the current tax rate.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the
balance sheet date where transactions or events that result in an obligation to pay more tax in the future
have occurred at the balance sheet date. Timing differences are differences between the Group's taxable
profits and its results as stated in the financial statements.
A net deferred tax asset is regarded as recoverable and therefore recognised only to the extent that, on the
basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable
profits from which the future reversal of underlying timing differences can be deducted.
Deferred tax is measured at the tax rates that are expected to apply in the periods in which the timing
differences are expected to reverse, based on tax rates and laws that have been enacted by the balance
sheet date. Deferred tax is measured on a non-discounted basis.
Foreign currencies
Transactions denominated in foreign currencies are translated at the exchange rate at the date of the
transaction. Monetary assets and liabilities held at the year end are translated at year-end exchange rates, or
the exchange rate of a related forward exchange contract where appropriate. The resulting exchange gain or
loss is taken to the profit and loss account. Any exchange gains or losses arising from the translation of a
foreign subsidiary undertaking are recognised through the Statement of total recognised gains and losses.
Provisions
Provision is made for the anticipated net costs of onerous leases on non-trading properties and is
discounted. The provision will be represented by the payment of costs, shortfalls on sub-tenanted property
and expenses of early termination.
Investments
Investments in subsidiary undertakings in the Company balance sheet are included at cost less any provision
for impairment in value. Impairment reviews are performed by the directors when there has been an
indication of potential impairment.
Financial instruments
The Group uses derivative financial instruments to manage its exposure to fluctuations in foreign currency
exchange rates and interest rates. Derivative instruments utilised by the Group include forward currency
contracts and interest rate swaps. The impact on profit is deferred until the underlying transaction is
recognised in the profit and loss account.
Leases
Rentals payable under operating leases are charged to the profit and loss account on a straight line basis
over the lease term. Any premiums received at the inception of the lease are recognised on a straight-line
basis over the life of the lease.
18
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
Leases (continued)
Rentals receivable under operating leases are credited to the profit and loss account on a straight line basis
over the lease term. Any lease incentives given are recognised on a straight-line basis over the life of the
lease.
Pension costs
The pension cost charge disclosed in note 29 represents contributions payable by one company to the fund.
The company operates a defined contribution scheme. The assets of the scheme are held separately from
those of the company in an independently administered fund.
Senior secured notes are recorded at the amount repayable at the balance sheet date, net of directly
attributable finance and issue costs which are amortised over the estimated useful life of the senior secured
notes.
2 Turnover
Turnover, all of which arises from the Group’s principal activity, can be analysed into its main components as
follows:
Turnover, all of which originates in the United Kingdom, can be analysed by destination as follows:
Media income from European cup competitions is distributed by the Football Association and is therefore
classified as being of United Kingdom origin and destination.
The Group’s activities are managed as one business and, as such, the operating expenses are not
separately identifiable to any particular segment. As a result, no segmental analysis of operating
performance or net assets is provided.
19
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
In addition to the auditors remuneration charges disclosed above, are amounts of £701,000 (2009: £nil)
included within debt finance costs relating to services provided in connection with the bond issue on 29th
January 2010.
20
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
4 Operating expenses – exceptional items
The revised onerous lease provision reflects the present value of future lease payments on a property upon
which no income generating tenant has been secured. The provision relates to a lease which contains a
break clause that may be exercised in 2015.
On completion of the bond issue (refer to note 18), the previous secured bank loans (senior facilities) were
repaid in the Company. This resulted in an exceptional loss in the year on interest rate swaps (related to
senior facilities) of £40.7m and also triggered the accelerated write off of the remaining unamortised debt
issue costs on the senior facilities of £4.7m.
Exceptional items also include an unrealised foreign exchange loss of £19.3m arising on the translation of
dollar denominated senior secured notes due to the strengthening of the dollar relative to sterling in the
period since the bond issue. In the event of the dollar weakening relative to sterling, the profit and loss
account would recognise an unrealised foreign exchange gain with the cumulative profit or loss only
becoming realised in 2017, when the senior secured notes are due for repayment (refer to note 18).
21
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
7 Staff costs
The average monthly number of employees during the year, including directors, was as follows:
The Group also employs approximately 1,869 temporary staff (2009: 2,012).
Group
Year ended Year ended
30 June 2010 30 June 2009
£’000 £’000
Wages and salaries 117,060 109,567
Social security costs 13,234 12,325
Other pension costs 1,395 1,228
131,689 123,120
No directors received any emoluments in respect of services for the Company or the Group during the year
(2009: none).
22
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
8 Tax on (loss)/profit on ordinary activities
The £8,204,000 (2009: £7,452,000) corporation tax charge on the loss for the year relates to a payment in
respect of group relief claimed from the immediate parent company, Red Football Joint Venture Limited.
The tax rate for the year is higher (2009: lower) than that resulting from applying the standard rate of
corporation tax in the UK of 28% (2009: 28%). A reconciliation of current tax is shown below:
A number of changes to the UK Corporation tax system were announced in the June 2010 Budget
Statement. The Finance Act (No 2) 2010 is expected to include legislation to reduce the main rate of
corporation tax from 28% to 27% from 1 April 2011. Further reductions to the main rate are proposed to
23
Red Football Limited
Notes to the financial statements for the year ended 30 June, 2010
(continued)
8 Tax on (loss)/profit on ordinary activities (continued)
reduce the rate by 1% per annum to 24% by 1 April 2014. The changes had not been substantively enacted
at the balance sheet date and, therefore, are not included in these financial statements.
The effect of the changes to be enacted in the Finance Act (No 2) 2010 would be to reduce the deferred tax
liability provided at 30 June 2010 by £466k. This £466k decrease in the deferred tax liability would increase
profit for the year by £466k. This decrease in the deferred tax liability is due to the reduction in the
corporation tax rate from 28 per cent to 27 per cent with effect from 1 April 2011.
The proposed reductions of the main rate of corporation tax by 1% per year to 24% by 1 April 2014 are
expected to be enacted separately each year. The overall effect of the further changes from 27% to 24%, if
these applied to the deferred tax balance at 30 June 2010, would be to reduce the deferred tax liability by
£1,398k (being £466k recognised in 2012, £466k recognised in 2013 and £466k recognised in 2014).
The directors have taken advantage of the exemption available under Section 408 of the Companies Act
2006 and have not presented a profit and loss account for the company alone. The Company’s profit for the
financial year was £202,799,000 (2009: Loss of £31,099,000) which includes dividends received of
£266,951,000 from direct subsidiary undertakings.
The Company had no intangible fixed assets relating to goodwill (2009: £nil).
24
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
11 Intangible assets – players’ registrations
Group Total
£’000
Cost
At 1 July 2009 222,306
Additions 25,717
Disposals (9,638)
At 30 June 2010 238,385
Accumulated amortisation
At 1 July 2009 108,900
Charge for the year 40,087
Disposals (4,872)
At 30 June 2010 144,115
Net book amount
At 30 June 2010 94,270
At 30 June 2009 113,406
The Company had no intangible fixed assets relating to players’ registrations (2009: £nil).
25
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
12 Tangible assets
Plant Fixtures
Investment Freehold and and
Group Property property machinery fittings Total
£’000 £’000 £’000 £’000 £’000
Cost or valuation
At 1 July 2009 9,740 252,235 31,744 18,441 312,160
Additions - 754 1,658 2,333 4,745
Disposals - (683) (465) (662) (1,810)
Investment properties were valued on an open market existing use basis by an external firm of qualified
Chartered Surveyors, in accordance with RICS Appraisal and Valuation Manual.
The change in market value of the investment property is expected to be temporary and has therefore been
taken to the statement of total recognised gains and losses.
If the revalued assets were stated on an historical cost basis, investment property cost and investment
property net book value would be £11.8 million (2009: £11.8 million) and £11.8 million (2009: £11.8 million)
respectively.
26
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
13 Fixed asset investments
Company
Subsidiary
Undertakings
£’000
Cost and net book amount
At 1 July 2009 and 30 June 2010 809,143
The following companies are the principal subsidiary undertakings of the Group at 30 June 2010:
Country of Description of
incorporation and share classes
Subsidiaries operation Principal activity owned
*Red Football Junior Limited England and Wales Holding company 100% Ordinary
*Manchester United Limited England and Wales Holding company 72% Ordinary
Manchester United Football Club Limited England and Wales Professional football club 100% Ordinary
MU Finance plc England and Wales Debt holding company 100% Ordinary
Manchester United Interactive Limited England and Wales Media company 100% Ordinary
Manchester United Commercial Enterprises
(Ireland) Limited Ireland Property investment 100% Ordinary
Alderley Urban Investments Limited England and Wales Property investment 100% Ordinary
MUTV Limited England and Wales Subscription TV channel 66.7% Ordinary
* Direct investment of Red Football Limited, others are held by subsidiary undertakings.
The directors believe that the net book value of investments is supported by their underlying net assets and
future forecasts.
14 Stock
27
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
15 Debtors
Group Company
30 June 2010 30 June 2009 30 June 2010 30 June 2009
£’000 £’000 £’000 £’000
Amounts falling due within one year
Trade debtors 29,218 26,230 - -
Amounts due from parent undertaking 630,761 236,649 233,409 233,409
Trade debtors include transfer fees receivable from other football clubs of £13,358,000 (2009: £10,293,000),
of which £2,957,000 (2009: £150,000) is receivable after more than one year.
Group other debtors include amounts due from the directors of £10,000,000 (2009: £10,000,000), all of
which is receivable after more than one year. Full details of these loans can be found in note 30a to the
financial statements.
Amounts due from parent and subsidiary undertakings are unsecured, interest free, repayable on demand
and have no fixed dates of repayment.
28
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
Group Company
30 June 2010 30 June 2009 30 June 2010 30 June 2009
£’000 £’000 £’000 £’000
Borrowings and associated costs (note
18) (3,099) 10,151 - 9,850
Trade creditors 13,910 38,626 - 556
Amounts due to parent undertaking 21,246 23,528 - -
Group trade creditors include transfer fees and other associated costs in relation to the acquisition of players’
registrations of £11,230,000 (2009: £28,942,000).
Amounts due to parent and subsidiary undertakings are unsecured, interest free, repayable on demand, and
have no fixed dates of repayment.
Group Company
30 June 2010 30 June 2009 30 June 2010 30 June 2009
£’000 £’000 £’000 £’000
Bank loans and associated costs (note
18) 519,769 499,341 - 491,857
Other borrowings (note 18) 5,000 5,000 - -
Trade creditors 2,995 4,209 - -
Other creditors 23,437 1,184 22,437 -
551,201 509,734 22,437 491,857
Group trade creditors include transfer fees and other associated costs in relation to the acquisition of players’
registrations of £2,995,000 (2009: £4,209,000).
29
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
18 Borrowings
Group Company
30 June 2010 30 June 2009 30 June 2010 30 June 2009
£’000 £’000 £’000 £’000
Secured bank loans/senior facilities 7,489 509,492 - 501,707
Senior secured notes 509,181 - - -
Other borrowings 5,000 5,000 - -
521,670 514,492 - 501,707
Maturity of financial liabilities:
On 29 January 2010, MU Finance plc, a wholly owned subsidiary of Manchester United Limited, issued
sterling and dollar denominated senior secured notes (bond issue), which amounted to £502.5 million in
aggregate (net of original issue discount). The notes are due for repayment in 2017 and interest will be paid
on the notes semi-annually.
The notes are secured by a first-ranking lien over all shares and substantially all property and assets of the
issuer 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 funds raised from the bond issue, together with existing cash reserves, were on-loaned to the Company
to repay in full, the existing secured bank loans (senior facilities). The Group also has access to a new £75m
revolving credit facility which replaces the £50m revolving credit facility under the previous agreement. No
draw downs were made from the new facility during the financial year.
30
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
18 Borrowings (continued)
Included within group borrowings is £9,270,000 (2009: £nil) of unamortised original issue discount on the
sterling and dollar denominated senior secured notes, of which £1,408,000 (2009: £nil) is to be amortised
within one year.
Also included within group borrowings is £13,247,000 (2009: £nil) of unamortised financing costs on the
senior secured notes, of which £2,010,000 (2009: £nil) is to be amortised within one year.
The costs are being amortised in line with the senior secured note repayment terms.
a) £489,911,000 of senior secured notes (net of £9,270,000 of unamortised issue discount and
£13,247,000 of unamortised debt finance costs). The note issue comprised aggregate principal
amounts of £250 million of sterling senior secured notes attracting a coupon rate of 8.75% and $425
million of U.S. dollar denominated senior secured notes attracting a coupon rate of 8.375%.
b) £19,270,000 unrealised foreign exchange loss arising on the revaluation of dollar denominated
senior secured notes.
a) £nil (2009: £501,707,000) of senior facilities (net of £5,256,000 of unamortised debt finance costs)
drawn down by Red Football Limited, a subsidiary Company by way of four term loans.
b) £7,489,000 (£7,785,000) bank loan within Alderley Urban Investments Limited, a subsidiary of
Manchester United Limited that attracts interest of Libor + 1%. £3,290,000 is repayable in quarterly
instalments through to July 2018, with the remaining balance of £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.
The loan stock of £5,000,000 is unsecured and is issued to the minority shareholder of MUTV (a subsidiary of
Manchester United Limited). The loan stock accrues interest at Libor + 1% to 1.5% and was repayable at par
in 2007, subject to the availability of free cash flows. It is currently estimated that the loan will be repaid within
2 to 5 years, based on current projections.
The movements in deferred tax balances during the year were as follows:
The Group has an unrecognised deferred tax asset of £17.9 million (2009: £2.9 million) arising from losses
which has not been recognised as it is not considered likely that the asset could be realised in the
foreseeable future.
The movements in other provisions for the onerous lease were as follows:
Utilised (467)
The provision relates to a lease which contains a break clause that may be exercised in 2015 (refer to note
4).
32
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
20 Deferred grant income
The movement in deferred grant income during the year was as follows:
Group 30 June 2010
£’000
At 1 July 2009 380
Grants released to the profit and loss account (58)
At 30 June 2010 322
Other deferred income comprises the following amounts received in respect of future football seasons:
Authorised:
1,000,000 ordinary shares of £0.0001 each 100 100
Allotted and fully paid:
994,397 ordinary shares of £0.0001 each 99 99
33
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
23 Reserves
Group
Share Capital
premium contribution Profit and
account reserve loss account
£’000 £’000 £’000
At 1 July 2009 547,139 - (89,695)
Loss for the financial year - - (83,639)
Exchange gain on overseas subsidiary - - 5
Capital reduction (547,139) - 547,139
Capital contribution received from immediate parent
undertaking - 405,799 -
At 30 June 2010 - 405,799 373,810
Group Investment
property Subsidiary
revaluation acquisition Other
reserve reserve reserves Total
£’000 £’000 £’000 £’000
At 1 July 2009 (2,022) 2,463 566 1,007
Investment property revaluation deficit (702) - - (702)
At 30 June 2010 (2,724) 2,463 566 305
On 27 January 2010, the Company undertook a capital reduction supported by the directors Solvency
Statement in accordance with s642 of the Companies Act 2006, to cancel its share premium and create
realised profits of £547,139,000 (2009: £nil).
On 27 January 2010, Red Football Joint Venture Limited invested £405,799,000 (2009: £nil) of proceeds
from the bond issue (received from Manchester United Limited) into the Company, by way of a permanent
capital contribution. The contribution is recognised as an investment in Red Football Joint Venture Limited
and credits the reserves of the Company.
34
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
24 Reconciliation of movements in shareholders’ funds
Group Company
Year ended Year ended Year ended Year ended
30 June 2010 30 June 2009 30 June 2010 30 June 2009
£’000 £’000 £’000 £’000
(Loss)/profit for the financial year (83,639) 25,587 202,799 (31,099)
Exchange gain/(loss) on overseas
subsidiary 5 (116) - -
Capital contribution received from
immediate parent undertaking 405,799 - 405,799 -
35
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
25 Reconciliation of net cash inflow to movement in net debt
Group
Year ended Year ended
30 June 2010 30 June 2009
£’000 £’000
Increase in cash in the year 13,303 100,785
Cash inflow from increase in borrowing (net of debt finance and issue
discount) (488,725) (25,000)
Non cash changes (note 26) (25,711) (1,100)
Cash outflow from repayment of debt 507,258 35,303
Movement in net debt 6,125 109,988
Opening net debt (363,962) (473,950)
Closing net debt (357,837) (363,962)
Non-cash changes comprise largely unrealised foreign exchange losses on translation of dollar denominated
senior secured notes (£19.3m) and amortisation of debt finance/issue costs (£6.7m).
36
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
27 Lease commitments
a) Capital commitments
At 30 June 2010, the Group had capital commitments amounting to £2.8 million (2009: £1.3 million).
At 30 June 2010, the Company did not have any capital commitments (2009: £nil).
Under the terms of certain contracts with other football clubs in respect of player transfers, additional
amounts would be payable by the Group if certain conditions are met. The maximum that could be payable
is £12,769,000 (2009: £11,141,000).
At 30 June 2010, the potential amount payable by type of condition and category of player was:
37
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
28 Commitments and contingent liabilities (continued)
At 30 June 2010, certain Group companies had entered into derivative contracts for both foreign currency
and interest rate swaps. The amounts committed to as at 30 June 2010 are as follows:
* - The principal value of the swaps reduces in accordance with the loan repayment terms (note 18).
The principal value of £7,489,000 represents the balance outstanding at 30 June 2010 on the secured bank
loan in Alderley Urban Investments Limited.
The carrying amounts of the derivatives as disclosed in the table above, are included within debtors or
creditors as appropriate. The fair value of the financial instruments are the amount at which the instruments
could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The fair value of the foreign currency and interest rate swap agreements was estimated by calculating the
present value, using appropriate discount rates in effect at the balance sheet date, of affected future cash
flows translated, where appropriate, into pounds sterling at the market rates in effect at the balance sheet
dates. The fair value surplus of the foreign currency and interest rate swap agreements was £124,755.
38
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
29 Pensions
Certain employees of the Group are members of The Football League Limited Pension and Life Assurance
Scheme (“the Scheme”). Accrual of benefits under a final salary basis was suspended with effect from 31
August 1999 following an actuarial review which revealed a substantial deficit.
As one of a number of 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 its share of the deficit in the Scheme and the
contributions required to make good the deficit. A cumulative amount of £3,260,682 (2009: £3,260,682) has
been charged to the profit and loss account (in full) as it is principally attributable to employees who have left
the Group or retired.
The current deficit, based on the last actuarial valuation at 31 August 2008, is being paid off over a period of
ten years from September 2009. The creditor as at 30 June 2010 amounts to £183,748 (2009: £167,000)
due within one year and £1,000,735 (2009: £1,184,000) due after more than one year.
The assets of all pension schemes to which the Group contributes are held separately from the Group in
independently administered funds.
As at 30 June 2010, amounts accrued in relation to the defined contribution scheme amounted to £218,725
(2009: £184,586).
Included within other debtors due after more than one year are loan balances made between the Group and
the following directors:
At 1 July 2009
and 30 June 2010
Director £’000
A Glazer 1,667
B Glazer 1,667
D Glazer 1,667
E Glazer 1,667
J Glazer 1,666
K Glazer 1,666
10,000
39
Red Football Limited
Notes to the financial statements for the year ended 30 June 2010
(continued)
30 Related party transactions (continued)
a) Directors’ transactions (continued)
The loans are not due for repayment for a period of at least five years from the date of issue. Interest was
charged on the loans from the date of issue at 5.5% per annum. Interest charged during the year amounted
to £550,000 (2009: £233,110). The amounts above represent the maximum balances during year.
E M Watkins was a director of a subsidiary undertaking, Manchester United Football Club Limited throughout
the period. Legal fees of £423,185 were incurred during the year (2009: £431,677), in the ordinary course of
business, to Brabners Chaffe Street, a firm in which E M Watkins is the senior partner. Included within Group
trade creditors are amounts of £53,296 (2009: £123,079) owed to Brabners Chaffe Street.
The company has taken advantage of the exemption under paragraph 3(c) from the provisions of FRS 8,
‘Related Party Disclosures’, on the grounds that it is a wholly owned subsidiary of a group headed by Red
Football Shareholder Limited, whose financial statements are publicly available.
Subsequent to the balance sheet date, the playing registrations of certain players were acquired for a total
consideration, including associated costs, of £8,307,000.
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 Shareholder Limited is the parent undertaking of the largest group of undertakings to
consolidate these financial statements at 30 June 2010. The consolidated financial statements of Red
Football Shareholder Limited can be obtained from the Company Secretary, Red Football Shareholder
Limited, Old Trafford, Manchester, M16 0RA.
Red Football Joint Venture Limited is the parent undertaking of the smallest group of undertakings to
consolidate these financial statements at 30 June 2010. The consolidated financial statements of Red
Football Joint Venture Limited can be obtained from the Company Secretary, Red Football Joint Venture
Limited, Old Trafford, Manchester, M16 0RA.
40