The history of Manchester United's debt

Last night United announced to the New York Stock Exchange that it was repaying around half of its outstanding bonds using a new bank loan from Bank of America. This will reduce the club's interest bill from around £31m per year (pro-forma post the IPO) to around £21m per year.

This blog sets out how United's debt has risen and fallen since the 2005 takeover and how much it now costs.

The history

For completeness, the table below shows flow of borrowings and repayments from the original takeover up to the most recent (March 2013) accounts. Initially the debt sat in either a subsidiary of Red Football Limited or Red Football Joint Venture Limited. Following the pre-IPO reorganisation, MU Finance Limited holds the debt for the new parent, Manchester United plc.

The table above can be more easily summarised in this graph, which shows the total gross debt at each stage.

The story is one of rising debt after the takeover as the preference shares accumulated rolled up interest. These were repaid in the 2006 refinancing, adding to the debt on the club itself and bringing in the famous PIKs. By June 2010 after the bond issue, total debt including the PIKs had spiralled to a terrifying £753m. 

The story thereafter is well known. The PIKs were mysteriously repaid (at a cost of £249m) in late 2010. The club spent around £90m (the Ronaldo cash) buying back the bonds it had just issued. Last year another £63m of bonds were repaid from the element of the IPO proceeds that the Glazers didn't keep.

By the end of March this year, the debt (made up overwhelmingly of the remaining bonds plus a small MUTV loan and the mortgage on the freight terminal) was down to £367.6m. The figure oscillates with the movement between £ and $.

The costs

As I have frequently pointed out, the interest bill from all this debt has totalled c. £350m  since the takeover and the total cost (including fees, derivative losses and debt repayments) is almost £600m. Paying interest has taken far more of the club's cash than has been spent on transfers.

The annual  interest cost is falling however, both in absolute terms and as a proportion of profits. From over 80% of EBITDA (cash profits) going on interest in 2006, next year the figure will be around 12%.

The future
I have predicted before that the club would refinance as quickly as possible (there are penalties on repaying bonds early but these expire over time).

Over the next three to five years the club should generate enough cash to pay the remaining sum off. It is tax efficient to keep some debt, and future dividends may take priority over further repayment.

The reduction in the amount and cost of United's debts is an unequivocal good thing.

The question for supporters is who benefits? Will David Moyes be given significant funds? Will ticket prices continue to be frozen (or indeed will the club contemplate reversing some of the 50% plus hikes they implemented after the takeover)? Or will the extra cash from TV deals, commercial income and a lower interest bill flow out of the club in dividends.

Most major football clubs reinvest the bulk of their money back into fans and football. In England at clubs like Arsenal, Liverpool and United, profit still remains the focus. On the weekend the German model is on display at Wembley, that's too often the English way of football.

LUHG

£500m of costs later, could we see a debt free Manchester United again?

For almost eight years, Manchester United has been subject to a financial experiment to see whether a highly leveraged buyout could “work” on a football club. The only other experiment, at Liverpool, ended in a failure that continues to hurt that club to this day. At United, the Glazers’ purchase of the football club with borrowed money has been hugely costly both financially and emotionally, driving a schism between the club and its core support, sometimes even setting fans against each other.

In the last six to twelve months, there have been major developments which mean that the eight year experiment is probably nearing its end. A combination of unexpectedly high growth in TV deals, new commercial revenues (especially new shirt and kit deals), the impact of new regulation on the behaviour of other clubs and the pay down of significant bond debt means we are entering a new phase in United’s finances where it very possible that debt is virtually eliminated in the next few years.

Although undeniably a good thing, supporters should not become too excited about the prospects of a debt free Manchester United. The club has made it clear on its IPO roadshow that it doesn’t expect to spend more on transfers than it has historically. There is no sign whatsoever that the ticket price hikes that followed the Glazer takeover will be reversed. The club continues to refuse (against the advice of government and Parliament) to engage with supporters’ groups. The listing on the New York stock exchange means the owners will continue to prize profits over football. But financially, a big change is underway. This post explains that change.

The story so far: stacking up debt 2005-2010, paying down debt 2010-2012.....

As this blog has described in detail over the last few years, huge debts were loaded onto Manchester United when the Glazers bought the club. By June 2010 these had escalated to over £784m.

The infamous PIK loans were mysteriously repaid in late 2010. At roughly the same time the Glazers started using the cash earned from selling Ronaldo and signing the Aon shirt deal to repay a significant amount of the bonds that had been issued in February 2010. Finally, in August last year, half of the IPO proceeds were used for debt reduction (the other half going to the Glazer family of course). In total, the bond debt has fallen from £509m in June 2010 to £360m at 30th September 2012.

The next chapter..... rapid revenue growth AND higher profit margins

There can be no doubt that United’s media and commercial income is going to rise very significantly in the next three to four years. Unusually in football finance, I believe the club will capture more of this extra income than usual, in other words profit margins will rise above their historic level. This will generate significant cash, allowing debt to be largely eliminated.

Three sources of highly certain revenue growth

There are a number of factors which mean the club’s revenue growth is highly likely to accelerate in the next three years: 

• Chevrolet. The new shirt deal adds £11.6m pa for the next two years (on top of what Aon pay) and then a further £11.9m pa (for a total of £43.5m pa) from the 2014/15 season.

• Premier League rights. We have already seen the value of domestic live PL rights rise 70% in the next three year cycle. Total domestic rights (including highlights, online etc) will probably increase around 60% and we are awaiting the outcome of the international sales processes. Taken together, a rise of at least 50% in PL TV income is virtually guaranteed in 2014. Assuming only low growth from the CL and owned rights (MUTV), that would still drive media revenue up 35%.

• Nike renewal. The long running Nike contract is beginning to pay out back ended profit share AND is up for renegotiation. Looking at other kit deals, an increase of £25m on the current £35-38m pa looks very achievable. Some analysts think the deal will double in value and they could easily be correct.

These three areas alone will add almost £110m to revenue by 2015 (35% of the 2011/12 figure). To put that in context, that’s the equivalent of doubling matchday income.

Other, less certain, sources of growth

Whoever thought of it, the commercial strategy of targeting diverse product categories and geographies has been revolutionary. There remains considerable potential to add new “partnerships” in a number of industry “verticals”. The club have identified 40 industry sectors where it is believed it can sign a global partner, compared to 13 such contracts currently. Add regional partnerships and I see no reason why such sponsorship income should not double again over the next four years, adding another 12% to 2011/12 revenue.

The same argument applies to the new media and mobile segment. Emerging market telecom companies appear to value the “content” link with United and there are plenty more territories to go for.

My forecast is that revenue will increase by over £150m (c. 50%) over the next three years (assuming top 4 PL finishes and CL quarter finals each year), and that of this increase, over £110m (35% growth) is virtually certain, with and the balance is very likely to occur.

Rising margins

If a huge increase in revenue can be forecast with some confidence, there remains more uncertainty over costs. Since the beginning of the PL era, United have reported stable EBITDA* margins in a tight range, throughout the plc and Glazer eras. In other words, costs have tended to rise in line with revenues.

[*EBITDA – “earnings before interest, tax, depreciation and amortisation” – is effectively cash profits before transfers. It is calculated by deducting cash costs from revenue. In 2011/12 cash costs totalled £228.7m and comprised wages and salaries (£161.7m or 71%) and other operating costs (£67m or 29%).]

I believe this pattern of stable margins will change in the future, and that margins will rise sharply above 40%. For this to occur, United’s wages to income ratio will have to fall. United will have to hold onto more of its revenue gains than has historically been the case.

Why margins will rise

The suggestion that a company that has consistently earned margins within a tight range is about to make a step change in profitability should always be treated with great scepticism. This is true even if new revenue sources are supposedly “high margin” (as sponsorship deals are), as such margin can easily leak away to other stakeholders – in this case players and agents.

On this occasion, however, I believe there are new factors that mean United will not have to pass on as much of every extra pound earned in income to the playing squad as it has in the past, in other words that margins can rise sharply.

There are two primary reasons behind this, firstly that much of United’s revenue growth is unusual to the club and not something competitors can replicate, and secondly that Financial Fair Play will effectively work to slowdown wage growth, forcing other clubs to “bank” rather than “spend” their own incremental revenue.

Factor 1: "United only” vs. collective revenues

The first point is very straightforward, if United can grow its income faster than other clubs, it can hang on to more of it. There is an important distinction to be made between collective revenue increases (such as bigger TV deals) and “United only” revenue gains (such as the DHL training kit deal). It is the former that tend to “leak” into player wages because by definition all clubs (or in the case of the Champions League, all major competitors) receive the same income boost. The last PL international rights deal gave every clubs c. £7m extra pa and pretty much without fail they all went and spent it on transfers and salaries. By contrast, if United sign a unique £7m sponsorship deal, the club has far more chance of retaining the cash. Much of the club’s expected revenue growth is going to come from “uncommon” sources; the new Nike deal, the Chevvy deal, the mobile partnerships etc, etc.

At United, the strength of the relationship between wages and (mainly collective) media income since 2000 can be seen in the chart below. The r-squared is 0.69.

By contrast there is not a very strong relationship between total revenue growth, (which includes the expansion of Old Trafford, commercial growth, ticket price rises etc) and wage growth as can be seen below (the r-squared is only 0.26).

Factor 2: FFP and Premier League regulation will change behaviour

Second and more importantly, both FFP and the new Premier League rules are coming and will inevitably change behaviour. The new regulations do not have to work perfectly to have an impact, rather they just have to alter the way other clubs operate. The main impact will be that clubs that risk breaching the rules will “bank” rather than spend additional revenues they earn. Thus the new PL deal will see a large number of clubs not thinking “let’s use this to boost the squad”, but rather “let’s hang on to this money to improve our UEFA breakeven result”. Both City and Chelsea need the £30-40m pa in extra PL revenue to have a hope of complying with FFP. If they spend the windfall, they will fail the test. The Premier League rules are specifically designed to dampen down wage inflation by limiting the amount of additional TV money that can be spent on player salaries.

This is a totally new dynamic in English and European football where previously every extra penny earned (and more) was spent on players. In the longer term, both sets of regulation makes the next Oligarch/oil sheikh takeover less likely too. If a loss of only €45m is permitted each year, it becomes impossible to repeat a Chelsea/City/PSG and initially run up €150m+ losses. In the last fifteen years a new big spending club has come along every few years. This is likely to end and as in any other market, the lack of disruptive new competitors should boost margins.

Wages are still going up, just less quickly than revenue

Despite the dampening effects of regulation, it would be naïve to believe that football wages will stop rising. I would expect United’s wage bill to continue to grow substantially over the next few years (in my forecast I have assumed 24% up to 2015, only slightly slower than the 31% seen in the last three years). The key thing to note is that this wage growth is far slower than forecast revenue growth. With income rising c. 50% as described above and costs by only half this, EBITDA would rise 112%, taking margins from 29% last year to over 40% by 2014/15.

Margins over 40% would generate over £100m of surplus cash per year

EBITDA and margins are just a means to an end when looking at a company. Cash is king.

For United, many of the main cash outflows below the EBITDA line are quite certain. Interest this year (post the IPO debt reduction) will be c. £33m. Tax paid will rise as tax losses are used up and profits rise, but in a predictable way. The big uncertainty is transfer spending, and I have assumed £40m net this year and £30m thereafter. Add in £10m per annum of capex and the huge turnaround in “free” cash flow driven by the higher EBITDA becomes clear.

On these forecasts, United will be generating £80-100m of free cash flow in two to three years, and thus there is the opportunity for substantial debt repayment and/or dividends. 

I have assumed a 50/50 debt pay down and dividend split from 2014 onwards. This leads to a sharp fall in the club’s net debt position. Net debt would fall from c. £344m at the end of the last financial year (pro-forma for the IPO) to under £200m in three years. If no dividends were paid, the figure would be near £100m.

When measured against the size and profitability of the company, debt at this level is of no material consequence. The remaining bonds will be easy to refinance well before they are due to be repaid in 2017 at a significantly lower rate than the current 8.75%.

Even if margins don’t break-out, cash flow will rise sharply

Even if margins don’t expand from the historic range, United will generate very significant cash flow in the years to come. If we apply a flat margin of 33% (the average in the last five years) to consensus revenue forecasts, free cash flow in 2015 is still £67m, allowing £25-30m of annual dividends to paid and net debt to fall to 1.1x EBITDA by 2016.

Summary and thoughts

If United continue to qualify for the Champions League and make it out of the group stages, we can say with a high degree of confidence that revenue will rise by at least 35% over the next three years, and is likely to rise by 50% or more.

It is also likely in my view that EBITDA margins will break out from their historic range and could exceed 40%.

If this occurs, United would generate £80-100m of surplus cash each year from 2014/15 and be able to pay material dividends (a yield of almost 2%) AND repay most of the club’s debts. Even if EBITDA margins are only maintained at the average level of the last five years (c.33%), free cash flow generation would still be around £50-70m per annum, allowing substantial debt pay downs.

Many people, including me, have been highly sceptical of the United business model. It appears however that through a combination of luck (the TV boom) and judgement (the commercial strategy), the management have managed to deleverage the balance sheet and keep the club (reasonably) competitive on the pitch. With the net debt down to under £300m, FFP coming in and continued strong commercial growth, we are now facing a radically improving financial position.

None of this make the Glazers good owners for Manchester United. It will take many years before the club makes enough in profits to compensate for the huge costs incurred. If it wasn't for Fergie's miracle work United could have followed Liverpool or even Leeds down the slippery financial slope. However, in light of the rapidly improving finances, the terms of the debate on ownership will inevitably change. The costs will have been incurred (I estimate total costs from the Glazer structure will top £1bn by 2016) but they will start to become an unpleasant historical footnote

As the eight year LBO experiment comes to an end and the financial risk to United ebbs away, the club and its supporters surely need to re-connect. On issues like away allocations, ticket prices and engagement with supporters’ groups the club needs climb out of it bunker. For fans, the financial experiment is thankfully coming to an end, but much remains to be done; on supporter ownership and having a voice in our club and in making sure the cash flows into the football club itself and not the pockets of owners who still show no evidence of caring one jot for supporters.

LUHG

Why have the Glazers changed their strategy on the debt? A theory....

The big news in United's "preliminary prospectus" (the Form F-1 SEC filing) was 1) that the proceeds from the IPO will be used to repay some of the club's enormous debt and 2) that no dividends will be paid "in the foreseeable future".

The big question that stems from this, is "why?". Why after seven years of running a highly leveraged balance sheet and only two and a half years after the bond issue have the Glazers executed a huge u-turn? Why suddenly decide to reduce the club's debt?

I believe it is highly unlikely that the change is due to a sudden realisation that cash wasted on interest should be available for investment, although that may be a positive knock-on effect, but because of the financial pressures the family is under.

What follows is only my theory (and apologies if you don't like speculative articles like this), but one that I think is near the truth....

The amazing disappearing PIKs

Followers of the United financial story will know that out of the blue in November 2010, the Glazer family found £249.1m (around $400m) which they injected into the club as equity and used to repay the infamous "payment in kind securities" (PIKs). These short-term debt instruments had festered on the balance sheet of Red Football Joint Venture Limited for more than four years and had accrued £111m of rolled up interest on top of the original £138m loan.

In August 2010, the PIKs had become even more expensive as the Red Football companies breached a key debt covenant (section 8.2 of this document). The covenant stipulated that total debt in the group (from Red Football Shareholder Limited downwards) should not be more than 5x EBITDA (essentially cash profits before transfers). If debt exceeded this limit (set when the PIKs were issued in 2006), the PIK interest rate would rise from 14.25% pa to 16.25% pa. With debts in August 2010 totalling £773m and EBITDA of £102m the rate duely rose, making the PIKs even more toxic and in need of repayment.

The bond issue of February 2010 had created a "carve out" which allowed the Glazers to take £95m of the club's cash out and it was widely assumed (and mentioned in the bond prospectus as a possibility) that this money would be used to pay off a chunk of the PIKs. But the Glazers didn't use the carve out to repay them in November 2010. The exact source of funds is unknown.

What I do know, from impeccable sources, is that the money was borrowed by the Glazer family. They didn't have £249m in cash, few people do (and the other bits of the family empire are leveraged up already). The money was borrowed by one of their US companies from a single US financial firm.

Throughout the summer of 2010, the family and their advisers were hawking the deal around the market. Amusingly an old college friend working for a private "intelligence company" was retained by an American debt investor (I won't embarrass him by naming the investor) to look at the deal and initially asked me for help. The invitation to meet the potential investor was quickly dropped after they did some due diligence on who I was.

So that's what we know. Since November 2010, the club has been carrying the bond debt, and the Glazers have been stuck with what you might call "PIK2", expensive personal debt secured on their equity in United, presumably costing less than the eye watering 16.25% of the PIKs, but more than the senior bond debt's c. 8.7%.

Could there be another total debt covenant attached to "PIK2"?

Stories about a potential IPO (in Asia) first started to circulate in mid 2011 as the first anniversary of the PIK repayment approached. As we now know, nothing came of the attempts to list in either Hong Kong or Singapore, but the Glazers kept going. Despite terrible market conditions, a moribund IPO market, weak results due to the Champions League etc, they have persisted.

The explanation for this burning desire to IPO the club must be to do with their personal circumstaces, and yet they are not seeking to cash out but to repay debt. I believe that it is highly likely that the PIK2 debt has "total debt to EBITDA" covenants attached to it of a similar sort to those in the original PIKs. Such covenants would be very common for quasi-equity financing of this sort. Breaching these covenants could be very costly for the Glazer family and the existence of such would go a long way in explaining their apparent change of heart on the debt. Under such a scenario there would be a very strong incentive to try to reduce the debt across the Red Football group of companies, and the easiest method is an IPO.

The change of strategy actually dates back to Q4 2010 and PIK repayment

It is worth noting that although the prospectus sets the new strategy down in black and white for the first time, the Glazers have been pursuing deleveraging for a while, using bond buy backs, and that this new approach began as soon as the PIKs were repaid.

The club first bought back bonds in the final quarter of 2010 (when £24m were repurchased) and has now spent a total of £92.3m. No less than two-thirds of the cash the club had at the time of the bond issue (all that Ronaldo and Aon windfall) has been used on bond buy backs. The peculiarity of holding almost £150m of cash when issuing £520m of bonds and then, just a few months later, using that cash to buy back those bonds is striking.

Something has definitely changed...

So since the repayment of the PIKs and their replacement with "PIK2" we have seen a completely new financial strategy. The best part of £100m has been whipped to buy bonds and now we have an IPO being launched into terrible markets to reduce the debt further. None of this proves they are under pressure from debt covenants in PIK2, but it all fits with the theory.

Even fellow "lineal descendants" can fall out

The other chat coming out of the US about the Glazers is that Darcie, Edward and Kevin don't like having wealth tied up in this pesky soccer club that Joel, Avram and Bryan are so fixated with. If the six of them are personally on the hook for $400m of "PIK2" and covenants are in danger of being breached, you can sort of see their point.

Theories and facts

Apologies again for such a speculative post. My theory may ring true to you or may sound like laughable rubbish. It would be lovely to think the Glazers have had a damascene conversion to prudent financial management and eschewed the crippling debts of the last seven years, but you'll forgive me for seeking a baser motive.

Perhaps there are multiple reasons for the change in tack, including fears that becoming uncompetitive on the pitch will hurt the club's value, as well as the sort of direct pressure on the family I have described above, and perhaps the reasons are less important than the fact the burden on the club is being reduced. That won't stop this blog trying to identify the "whys" not just the "whats" of the whole sorry saga.

LUHG

The Manchester United IPO some initial observations

There’s been a lot written about Manchester United’s proposed listing on the New York Stock Exchange (“NYSE”) since it was announced on Tuesday night by the filing of an SEC Form F-1 (the document is available here), this post is designed as a brief summary of my thoughts on the subject.

This is a massive change in strategy by the Glazers and a positive one financially

Since the takeover, the club have insisted that the debt loaded onto United is not in any way a problem. As recently as last March, David Gill was reiterating this to the House of Commons Culture Media and Sport Select Committee.

Suddenly, the attitude to debt has changed. The SEC filing clearly states:

“We intend to use all of our net proceeds from this offering to reduce our indebtedness”

The Glazers do not need to take this approach, they could float United and retain the proceeds themselves. The fact they have chosen not to do so is very telling and has the potential to transform the financial position of the club. As I have mentioned again and again on this blog, over £500m has been spent on interest, debt repayments, fees and derivative costs since 2005. In the first nine months of the 2011/12 financial year alone the club spent £71m on interest and bond buybacks. The elimination or significant reduction of these costs is huge news.


The other key aspect of this debt reduction is that the prospectus makes it clear that there is no intention to pay dividends in the forseeable future. Interest payments will not simply be replaced with dividend payments.

The 2010 bond issue was supposed to lock in long-term (seven year) funding, and yet only two years later, that entire costly structure is being ripped up.  A major change of heart has taken place.

The family can still cash in some shares under the "over allotment" mechanism

Although the prospectus says all the net proceeds will be used to reduce debt, the family can still sell some of their shares (as opposed to the new shares in the main offer) under the "over allotment" option. This is a feature of many IPOs, whereby the owners make additional shares available for sale if demand is higher than expected. Over allotment is not normally for more than 10-15% of the shares being offered.

At this early stage we are missing some very key details

The SEC filing is a “preliminary prospectus”. It contains no details on the number of shares being issued or the price of these shares. It is subject to revision.

The success or failure of the offer will have a lot to do with the valuation the offer puts on United. In the past, the Glazers have appeared to have placed a higher value on the club than most analysts or potential buyers. The FT recently reported that Morgan Stanley had left the IPO syndicate (of underwriters) because of disagreement over the valuation.

It is not too late for this offer to collapse spectacularly if the Glazers attempt to sell shares on too high a valuation or if financial markets weaken further. This is not a “done deal”.

The share offer will be significantly greater than $100m

The much quoted “$100m” issue is a red herring. There is a requirement in a preliminary prospectus to estimate the cost of registration fees and as these are dependent on the size of the share offer, a “placeholding” assumption has to be made. That is where the $100m figure comes from. It is not a guide to the size of the eventual offer. There is little or no point raising $100m (£64m). The exact amount raised will depend on the valuation placed on the company and the state of the markets in the next few weeks but I would expect at least $300m.

This is not a change of ownership

Sadly for those of us who want supporters to have a meaningful stake in Manchester United, this IPO is of virtually no use at all. The “A shares” on offer will only have very limited voting rights. Even if the Glazers sold 90% of the club in the IPO (which they won’t), the “B shares” the family will hold would still have a majority of the votes as each B share has 10x the votes of an A share.

Non-Glazer shareholders will therefore have virtually no influence over the club.

This remains a very short-sighted and depressing approach to governance. The experience from Spain and Germany shows that supporter participation in ownership is a huge plus for football clubs. United’s unwillingness to engage with supporters as anything other than potential customers remains an enormous problem that can probably only be solved by intervention by government.

They’ve chosen New York rather than London because they want to maintain control

The principal advantage to the Glazers from listing in New York rather than London is that the A/B dual share structure is acceptable in the US and not in the UK. Well known companies such as Google, Ford, Facebook and (infamously) News Corporation all have dual voting structures. It would be very hard to float a company with such diminished voting rights for outside shareholders in London.

The downside of US listing is the higher tax that the club will have to pay. United has been UK tax registered for all of its existence but will now be subject to US Federal Income tax on profits at the high rate of 35% (the UK rate is 28%). The fact that the Glazers are happy for the club to pay a higher tax rate tells us a lot about the importance of the A/B share structure to them.

Is this all about a post Fergie world?

Why is this all happening now? We can only speculate, but it seems to me that the Glazers are preparing for a Manchester United without Sir Alex Ferguson. As we know, the club has achieved great success on the pitch on a pretty low transfer spending since 2005. Would another “big name” manager come on board with this limited budget, especially as City, Chelsea, Real Madrid and Barcelona continue to flex their financial muscles?

What happens next?

The underwriting banks and the company will now undertake a road show for potential investors. United have ninety days from the date of the preliminary prospectus to file their “final prospectus”, which includes the price and number of shares being offered. The IPO can still be cancelled at any time prior to this….

Watch this space.

LUHG

Manchester United Q3 2012 results: getting hard to square the circle

Since United had its bond issue in early 2010, the club has reported increased year-on-year revenues every single quarter. This revenue growth has more than offset rampant wage inflation. Meanwhile of course the club has clocked up Champions League finals and Championships. This season the performance on and off the pitch has stalled somewhat. The numbers for the next quarter (which runs from April to June) will be worse again.

For the Glazers, the clever trick of football success on a limited budget with high and seemingly ever increasing profits may well coming to an end. Will they spend at the expense of those profits? If they don't, will the success and hence the profits still be achievable?

It's getting harder to square the circle.

Revenue and EBITDA - both down a little
The poor performances in Europe and the domestic cups can be seen in these quarterly figures. Matchday income fell 13% compared to last year as the club played seven home games compared to last season's nine. Of the seven played, two were in the Europa League in front of smaller gates paying lower prices.

Media income fell 19% compared to 2010/11 despite the higher share of the UEFA CL "market pool" this year. The explanation is simply the exit from the Champions League. The impact will be far more severe in the current quarter of course when there will be no CL media income at all compared to the previous year's run to the final.

Commercial income was again the star, with the new contracts signed since last year; DHL, Epson etc and a step up in Nike income and income recognition boosting revenue by 15% compared to 2010/11.

In total, revenue fell 5.8% year-on-year in the quarter and revenue growth for the nine month period was 6.1% (down from 11.9% in the first half of the year). United may be a commercial powerhouse, but old fashioned football success and failure can still have a major impact.

Staff costs only rose 1% compared to last year, reflecting lower bonuses (presumably linked to qualification for the CL knock-out stages). The wage bill for the year to date is still 10% higher than last season, although the fourth quarter will not see any of last season's bonuses.

The major fall in operating expenses (down 16.3%) is largely due to the lack of domestic home cup games. The club accounts for the gate sharing for such games as an expense and this season there were no such games.

With revenue down 5.8% and costs only down 4.7%, EBITDA fell 8.4% and for the first nine months of the year was only up 3.3%. There will be a larger fall in Q4.

These falls shouldn't be overplayed, with United still making cash profits before transfers of £85m in the first nine months of the season. That is more than any other English club has made over any twelve month period. The worry for the Glazers, is that the profits are stagnating this year at a time when investment is needed to keep up with City and others, and none of that is good if you hope to float your club on a stock exchange.

Below EBITDA - not much of note
The club made a small £2m profit on player sales during the quarter (Gibson and Ravel Morrison). The amortisation charge (how transfers are "charged" in accounts) was basically unchanged at £9.7m for the three months. To put this in context, the c. £40m annual amortisation charge compares to a figure of £83.8m at free spending City in the last reported season (2010/11).

There was a £4.3m "exceptional" charge during the quarter which the club says related to "professional advisory fees" and the need to top up the Football League pension fund. I suspect the "fees" element accounts for the great majority of this £4.3m and relates to advice on the mooted IPO.

The interest charge is spread evenly over each quarter even though bond interest is paid twice a year in February and August. The club recorded a "gain" of £6.5m as the pound rose against the US dollar, reducing the sterling value of the club's dollar denominated bonds.

Taking all these charges and credits into account, pre-tax profit for the quarter was £2.8m, down from £7.4m last year.

Cash - a lot less money than there used to be
As I always say in these pieces, I do not consider the profit and loss account described above to be particularly informative when looking at football clubs below the EBITDA figure. The cash flow statement is often more informative. Cash flow includes real spending on transfers which are after all cash transactions (the amortisation charge is a significant simplification by contrast). For United, lumpy bond interest payments and bond buybacks are also a fact of life that constrain what the club can spend.

Despite their advantages, cash figures come with a warning however. Football is a seasonal business with season ticket revenue collected in the summer, boosting cash balances. The end of the season also see large TV payments from the Premier League and UEFA. Furthermore, prepayments on sponsorship contracts can lead to large positive and negative swings in cash and at United there are large interest payments in the first and third quarters of each financial year. It should be remembered that United are the only football club to publish quarterly figures (a requirement of the bond issue), all other club accounts are struck at the seasonal high point for cash in the summer.

You can see the volatility in United's quarterly cash flow in the chart below which shows how cash builds up in the fourth quarter and runs down through the rest of the year:

Manchester United is not like other football clubs of course, because it has £420m of outstanding bonds. Since the bonds were issued in February 2010, the club has periodically gone into the market and repurchased them (usually paying more than the issue price). These buybacks make financial sense (the bonds cost c. 8.5% whilst cash at the bank barely yields 1.5%) but risk depriving the club of cash needed for investment. It is a choice made by the Glazers and their management team. 

There were no buybacks in the third quarter of the 2011/12 financial year, but since 2010, the club has spent over £92m on them. You can see their impact on the "gross" debt which has fallen by the amount bought back (plus currency fluctuations) and on the cash balance below:

Since June 2011, the club has spent £71m on buybacks and interest payments which together with the other seasonal cash outflows described above has pushed the club's cash reserves down to a low of £25.6m at the 31st March.

As described above, there will be the usual rebound in the club's cash position in the current quarter, although the precise amount is very hard to estimate. Judging from previous years and taking into account the lower profits caused by the CL exit, I estimate the cash position will improve to c. £75m by the end of June.

Will they spend?
The big question supporters want answering is not about buybacks or EBITDA, it's about spending to keep the club competitive after a season when the squad was found wanting at home, but especially in Europe. I can't give an answer to whether the club will spend, only the Glazers can, but the very issue raises big questions over their strategy for running the club.

Since the takeover, Fergie's genius has allowed United to consistently win trophies (with a couple of rebuilding dips on the way) whilst keeping the club's wage spending to turnover ratio very low (45.7% so far in 2011/12 for example) and whilst spending very little on transfers (average net spend of  £16m per season). This combination of controlled wages and low transfer spending is vital for two reasons. Firstly it theoretically boosts the value of the club (if you look at valuation based on EBITDA). Secondly, it frees up profits to service the enormous debts taken on to buy the club. Since the takeover, 18% of revenue has gone on interest. This has been "affordable" because the club hasn't ever really had to "pay up" in either wages or transfers.

Since 2005 the challenge of achieving this financial balancing act has been aided by a number of factors. In the years immediately after the takeover, the 40%+ ticket price rises were crucial. The Ronaldo windfall in 2009 and, to be fair, the rapid growth in Commercial income in the last two years have also been significant pluses. Now however, the trick is becoming more difficult to pull off.

Bond buybacks and interest have eroded the club's previously huge cash balance. There has been spending (£47m last summer) but not on crucial areas of the pitch (United haven't bought a central midfielder since Ronaldo departed). Major transfers cost money twice over, both driving up wages and demanding immediate cash. Wage inflation and transfer inflation across football remain endemic and the advent of FFP appears not to be having any impact on this.

If United are to strengthen, money will be needed and that means no more bond buybacks. It probably means lower profitability, in at least the short-term, with negative implications for the valuation achievable at any IPO. The alternative may well be under investment and the club going further backwards relative to its main competitors.

The Glazers know their structure hampers the club. There was heavy briefing of journalists in the run up to the aborted IPO process last year, suggesting debt would be paid down from the IPO proceeds to make United more "competitive". If the IPO can't be delivered however, the club is stuck with its debt and the owners will have to accept lower profits or further relative decline. Can they square this circle?

LUHG

Manchester United Q2 2011/12 results - the amazing, expanding wage bill

The second quarter of Red Football's financial year (September to December) is the least exciting. The transfer window is firmly shut, the season ticket selling season is over, it's the dull group stage of the Champions League. Nothing is won before Christmas and from a financial point of view, not much happens...

That is largely the case with these figures for the three months to 31st December 2011 (and therefore the first half of 2011/12 too). Having said that, there are some surprises.

Revenue

The trends seen in the first quarter figures were present again in Q2. Matchday income was up 3.8% compared to last year despite exactly the same number of home games. The club put through an average price increase of 2.5% this season and the additional revenue has come from better corporate hospitality sales, a real credit to the Old Trafford corporate sales team at what is obviously a very difficult time economically.

Media income rose an impressive 9.8%, but this increase is somewhat deceptive. United benefit this season from a higher share of the English "market pool" than in 2010/11 because of winning the league last season. Furthermore, the club recognises some of the Champions League media income evenly over the number of games played in the competition. With United being knocked out at the group stages, there is a paradoxically higher amount of revenue recognised in the first six months than last season (when income was spread over ten games across the whole season, not six in the first six months).

In the second half of the season, there will be no Champions League income of course and the meagre pickings from the Europa League (a maximum of about €5m if the final is reached) will depend of course on progress in that competition.

Commercial income continues to grow very fast (up 13.4% during the quarter vs last year and up 17.7% over the six months). Much of this growth comes from the c. £10m per annum DHL training kit deal. The club has also recently signed new deals with Bulgarian and Bangladeshi telecom operators. This strategy of finding a local telecom partner in a myriad of markets will eventually reach a natural end of course, but I must confess to having been too cautious on United's commercial growth. The "brand" has stretched far further than most observers (including this one) felt was possible.

In total, revenue growth of 12% in the first six months of the year is very impressive, even if the impact of the early Champions League exit is yet to be felt.

Costs - terrifying

It's a good thing that United's top-line is growing so well, because so is the cost base, and particularly the wage bill. After the 12.2% year-on-year growth in staff costs in Q1, they rose 17.2% in Q2. This increase is before any end of season bonuses obviously, so can only be put down to significantly more expensive deals for key players. When you consider that Garry Neville, VDS, O'Shea, Brown, Obertan and Scholes (his return is not included in these figures) all left the club in the summer with younger (and you would imagine cheaper) players coming in, the wage inflation is even more extraordinary.

Historically, there has been a very, very strong correlation (r squared of 0.98) between media income and wages at United. What has happened this season is effectively a breakdown in that relationship.There is no big new TV deal to drive player salaries up. Endemic wage inflation is THE financial problem in football, it is what Financial Fair Play is designed to deal with. These figures show it remains a huge issue in 2011/12.

Non-staff cash costs rose an equally punchy 14% in Q2 vs. last year. Some of this must be the club's swanky new corporate offices in Stratton Street in central London. Unlike at the old Pall Mall office, the club has the confidence in Stratton Street to have their name listed in reception.

EBITDA and below

With revenue up 8.7% and costs up 16.3% during Q2 vs 2010/11, EBITDA was virtually static (up 0.4%) and the margin was down from 48% to 44.4%. For the first half as a whole, EBITDA was up 7.7%. United remain very profitable, but the negative "jaws" between cost and revenue growth (costs are rising faster than income) is a worry in any business.

Below EBITDA, depreciation and player amortisation were virtually static. The club made its usual small profit on player sales and there was a totally unexplained £2m exceptional charge.

Interest and various marks to market

The interest charge in the profit and loss account was down 11% compared to Q2 last year. This reflects the increasing number of bonds the company has bought in during the last two years. It should be noted that actual bond cash interest payments are made twice a year in February and August.

Under International Accounting Standards, Red Football must recognise the initial discount on bonds over their life, any premium paid when buying bonds, any "mark to market" increase or fall in the sterling value of the US$ bonds and must also mark any swaps to market too. I don't consider any of these (largely non-cash) charges to be material to the health of the business.

Cash and debt

The second quarter is not a big one for seasonal cash flow (pre-payments of season tickets and sponsorships unwind over the quarter). Operating cash flow was slightly negative (-£2.7m) as these working capital positions unwound. As stated above the main bond interest payments fall outside this quarter and there was little transfer cash flow outside the window.The club bought another £5.2m of bonds during the quarter to take the total to £92.8m (almost 20% of the bonds issued in 2010).

The press have focused on the c. £100m fall in the club's cash balance, but £86m of this fall took place in Q1. In Q2 the cash outflow was only £14m.

The cash outflow and bond buybacks left gross debt at £439m and cash at £50.9m. Net debt has therefore risen slightly from £368m at the end of September to £388m at the end of December.

Thoughts

Credit has to go to the club for once again boosting revenues in a tough economic climate. United (along with Real, Barcelona and Bayern) is one of the commercial giants of modern football. Much though it pains me to say it, the Glazers have overseen extraordinary commercial growth (this year Commercial income will be more than 2.5x the level the plc achieved in their best year). The second half will see weaker media income as the CL exit bites, a timely reminder that on-pitch success is never guaranteed.

Despite United's excellent revenue growth, the dynamics of football finance remain awful (hello Rangers, hello Pompey). Any business which sees core cost growth of 16% year-on-year is going to struggle to meaningfully grow profits. Profit growth is not crucial for a football club, but it is for the owners who are no doubt still eyeing an IPO and want to tell a story of rising profits, not just revenue growth. I remain confident that FFP will eventually calm player wage inflation but such restraint is not visible in these figures.

Finally, for all the booming income and soaring wages, there can be no doubt whatsoever that the £116m Ronaldo/Aon windfall received on 30th June 2009 has gone to deal with the debts laden on the club. In the thirty months from that date 31st December 2011, the club spent the following on debt service and investment.

In almost all football clubs, surplus cash is reinvested. At Manchester United it is still far more likely to be spent dealing with debts that the club should never have had.

LUHG

Manchester United Q1 2011/12 results: The big red money machine slowed down by debt

The first quarter of United's 2011/12 financial year saw a familiar story of a very profitable football club servicing some pretty expensive debt. Because the club is so profitable at the operating level (and full credit to the players, coaching staff and commercial team for making it so), the debt can be comfortably serviced. The threat of substantial dividends seems to have disappeared at the moment, but the sheer sums of money wasted by the Glazers' financial structure remains eye watering.

Revenue

Matchday

There were four home matches at Old Trafford during the quarter as there were in the prior year, with attendances virtually identical. Seasonal hospitality sold out for the first time in several years, adding £400,000 to income. The other c. £1.4m growth came from a bigger US tour (tour income is included in "matchday").

Media

The substantial growth here (up £3.2m) reflects a final payment from UEFA for last season's Champions League campaign which has been accounted for this financial year. United also receive a greater share of the Champions League English "market pool" this season. This is because we were Premier League champions last season rather than runners-up the year before.

Commercial

The £5.4m year-on-year growth in Commercial revenue comes from a variety of sources including the DHL training kit deal (worth around £2-2.5m per quarter), step-ups in existing deals (such as Aon) and the inclusion of partnerships signed post Q1 2010/11. On the bond holder conference call the club talked of "many" additional opportunities on the commercial side. United has by far the most successful commercial operation in English football, but still lags behind some major European clubs (especially Bayern Munich). The Stratton Street office in London now has over forty staff.

Costs

Staff costs

Despite the retirement of several senior players over the summer and the sale of Brown, O'Shea and Obertan, staff costs again increased sharply, by 12.2% vs. the previous year. The club said they "continue to face pressure" on wage costs. The club confirmed they had signed new deals with Valencia, Smalling, Park, Cleverley and Hernandez. Some of the cost pressure came from a further expansion of the London commercial team.

Despite the 12.2% rise in staff costs, the ratio of staff costs to income actually fell slightly vs. last year from 53.2% to 51.2%. By way of comparison, the figure at Arsenal in 2010/11 was 55.2% (football revenue only), at Barcelona was 58.3% and at Real Madrid was 45.0%.

Other operating costs

Other costs (ex-depreciation and amortisation) rose sharply up 13.3% year-on-year. Some of this is due to the expansion of the commercial operations and associated costs (the club revealed they pay for some elements of partner companies' advertising, such as the Turkish Airlines TV advert). The other main factor relates to the larger and more costly US pre-season tour.

EBITDA to EBIT

With revenues up 16.6% and costs up 12.6%, EBITDA (earnings before interest, tax, depreciation and amortisation) rose 29.6% to £19.3m for the quarter. This represents a 26.1% margin, which is good for Q1 (a seasonally weak quarter).

Depreciation grew slightly to £1.8m. The club achieved an accounting profit on selling Brown, O'Shea and Obertan of £5.6m. The amortisation charge (how transfer spending is recognised in the profit and loss account) was virtually unchanged at £10m. This all meant that EBIT rose substantially from £4.9m to £13.0m.

There was no goodwill amortisation charge now Red Football has moved  from UK GAAP to International Accounting Standards.

Below EBIT

The P&L interest charge was £10.0m, lower than the prior year reflecting the interest saved by the club buying back bonds over the previous twelve months.

In addition to this interest charge there were £9.3m of non-cash accounting charges. These relate to changes in the value of United's debt caused by the pound depreciating vs. the US dollar (£6.3m), the premium paid on repurchased bonds (£1.9m), the ongoing bond issue discount and issue cost amortisation (£803,000) and a small mark to market movement in interest rate swap (£321,000). In the previous year these items were a positive £11.4m and are of no real importance to the club's financial position.

Cash flow, interest and debt

EBITDA of £19.3m and a £3.2m inflow from working capital (largely prepayments on commercial deals) meant the club saw a £22.5m operating cash inflow during the quarter, virtually identical to the prior year despite the strong profit growth.

There was an August coupon payment on the bonds (the other payment is in February each year) of £21m and the club actually paid £3.2m in corporation tax, a rarity caused by group losses in 2010/11 being insufficient to offset the entire tax charge.

The club spent a substantial £13.8m on capital expenditure, including £8.2m on property near Old Trafford with the balance being spent on box refurbishment in the ground.

Unlike Q1 2010/11, there was substantial transfer spending in Q1 2011/12. The club spent a net £47.1m buying De Gea, Young and Jones (netting off receipts for the players sold).

The combination of heavy capex and transfer spending meant there was £62.6m outflow before financing. The club bought back a further £23.1m of bonds, meaning the total cash outflow for the quarter of £85.7m.

The club's cash balance fell sharply from £150.6m at the end of June to £65m at the end of September. Gross debt (excluding bonds held in treasury) is down to £433.2m, meaning net debt is £368m, up slightly on the same date last year.

Thoughts

Another £21m of interest and £23m of bond buybacks takes the total cost of the Glazers' financial model to an eye watering £578m. There have been some savings along the way (corporation tax savings of around £100m), but the net cost is clear.

There are very few football clubs that could support a burden like that, after all Hicks and Gillett's Kop Holdings Limited collapsed after a couple of years with a lower interest bill than United's. Thankfully, Manchester United can cope with its current level of interest. The club's resilience is down to good management, good luck and good fortune. It is largely of course a product of Sir Alex Ferguson's extraordinary record.

Despite the fact that the club's £100m+ of annual EBITDA can support the £40m+ of interest paid each year and still leave funds for investment, the mooted IPO in Singapore (currently on hold of course) tells its own story.

United's debt is expensive at an effective rate of c. 8.5% at a time of very low interest rates. The club's wage structure cannot apparently be stretched to afford a Wesley Sneijder type purchase, and net cash transfer spending since the Glazers took over is only £114.6m or £21.8m per year.

The House of Commons Select Committee report on Football Governance was highly critical of leveraged buyouts in football and the Department of Culture, Media and Sport response acknowledged this. The crushing cost of the Glazers' LBO are clear every time Red Football reports results. Just because United can "afford" to waste millions, it doesn't mean it's right or sensible.

If the club does do an IPO to reduce debt it appears that message has even made it to Florida.....

LUHG

Manchester United’s Q4 and full year results: 19 titles and a Champions League final

United's Q4 and full year 2010/11 results published today reflect a great season on the pitch that was almost as good as it gets.

The financial impact of the 19th title and reaching the Champions League final were significant on both the revenue and the cost lines. The EBITDA performance was exactly in line with my forecast in my post of 17th August, United remains a predictable money machine.

The interest bill remains very high (£51.7m in cash in 2010/11), and the year can be characterised as one where operating profits were largely used to reduce debt rather than invest in the club. Bond buybacks accounted for c. £64m, whilst net transfers only cost £11.4m. The cost of De Gea, Young and Jones will fall into the current financial year.

Revenue

Matchday

United played 29 home games in 2010/11 vs.28 the previous year and also benefited from a share of gate receipts for the two trips to Wembley. The extra games and gate sharing added c. 5.7% to matchday income with a strong US tour and better corporate hospitality sales adding c 2.7% to leave total matchday income up 8.4%. This is a really as good as it gets for matchday income with virtually the maximum number of games played at 99% of capacity crowds. There was no price increase put through in 2010/11 (excluding the VAT rise).

Media

Media income rose £15m or 13.9% on the previous year. Premier League income rose £7.4m, largely from the overseas rights deal (shared equally by all PL clubs). Champions League income rose c. £5.5m due to the club reaching the Champions League final rather than quarter final (offset by a smaller "market pool" payment). The balance came from better domestic cup runs and MUTV. As with matchday, on current deals this is close to the maximum United can expect to earn from media. The extra earned from winning the Champions League would be c. £3.2m and the extra "market pool" payment for coming first in the PL is worth c. £3.6m.

Commercial

This is of course the key growth area for the club. The 2010/11 results saw Commercial income rise 27% or £22m on the previous year. This was driven by the Aon deal (adding c. £6m pa), the contracted step-up in Nike income (adding c. £2.1m pa) and the raft of secondary sponsors (Conchay Y Toro, EPSON, Singha, DHL etc). Nike and Aon now account for 47.4% of Commercial income, with the majority now coming from the secondary partners. These figures pre-date the £10m pa DHL training kit deal and Mister Potato(!).

The club remain as bullish as ever on the scale of the Commercial opportunity, with significant costs being added in the new (Stratton Street) London office. The expectation being pushed to the media by the club is a doubling of the Nike and Aon deals when they are renewed in the next two to three years. Add DHL and further secondary partner growth and a 2015 Commercial income number of c. £190m looks achievable.

Costs

The price of success on the pitch can be seen in the sharp rise in costs during 2010/11. Staff costs rose £21.2m  or 16.1% to £153m. The club splits this increase between additional bonus payments of £9.7m and "normal" increases of £11.5m. So the "normal" inflation in wages was around 8.7%.

Other operating costs increased at an even faster rate than the wage bill, rising 26.4% year on year or £14m. Around £2.3m of this increase relates to higher pre-season tour costs and the costs of taking the club and its sponsors to Wembley for the Champions League final. The rest is largely related to continued spending on the club's commercial operations, on MUTV and on charitable donations to the Foundation (we will have to wait for the report and accounts for that number).

EBITDA and below

With revenue up 15.7% and costs up 19.1%, EBITDA rose 9.6% to £110.9m, a margin of 33.5%. Although the margin was down 1.8% on 2009/10, it remains well within the normal range seen since 1991.

The club has moved from UK GAAP to IFRS, eliminating the goodwill amortisation charge. The player amortisation charge was down 2% (reflecting a quiet year for transfers). Depreciation fell sharply (no explanation given). There was a £4.7m exceptional charge largely related to a bad lease in Ireland.

Cash flow, interest and debt

With EBITDA of over £110m and a positive working capital movement of £14.3m (pre-payments), operating cash flow was again very strong at £125.1m (up from £103.5m).

The major cash outflow was of course interest of £51.7m which must include some residual swap loss payments as flagged in the bond prospectus (although they are not identified separately).

Cash flow after interest and tax was c. £74m and the club chose to use the majority of this to reduce debt, buying back c. £64m (face value) of bonds and making its small regular payment on the Alderley property loan.

Investment in the squad (£11.4m) was low compared to recent years and infrastructure spending (£7.2m) was in-line with recent years. As stated above, the summer spending on De Gea, Young and Jones falls into the current year's accounts.

Taking all these items into account, the club's year end cash balance fell slightly to £150.6m, very much in line with the average year end balance (£155m) since the sale of Ronaldo. Around £45m will have been spent since the year end on new players, and a bond coupon payment of c. £20m was made on 1st August. The club therefore has a current balance of around £85-90m.

The bond buyback left gross debt at £458.9m and net debt at £308.3m. This is debt secured on United and excludes any family debt that may or may not be hidden in the US. The graph below shows how the club's debt position (net of any cash) has changed since the takeover. The key event is of course the vanishing of the PIKs in November 2010....

Thoughts

These are very strong operating results, but then they "should" be given the success of Fergie and his players on the pitch. Seasons don't get much better than 2009/10 and therefore the Matchday and Media income streams are very close to being as good as they can be. The performance of the commercial operations remains excellent, although the thing that really shows how strong they are is the DHL training kit deal which doesn't even appear in these figures.

The club thus remains a prodigious cash machine attached to a lot of debt. The £51.7m spent on interest takes the total spent on interest and fees since 2005 to £373m. Another £105m has been spent repaying debts taken on by the Glazers. The total of £478m is equivalent to 67% of the money spent on wages since the takeover or more than 7.5x the net transfer spend of the club.

It is hard to pronounce on the future until we know more about the proposed IPO. At the moment, surplus cash is being used to repay debt, a prudent waste of our club's money....  With net debt (at 30th June) down close to £300m, a debt free club is not unimaginable. That would be a huge improvement on the position in early 2010, but would have come at the cost of almost half a billion pounds of unasked for expense over the last five years.

You can read the results and see the club's presentation to investors here.

LUHG