TIDMMWH
RNS Number : 8718D
Millwall Holdings PLC
30 March 2011
Millwall Holdings Plc ("Millwall" or the "Football Club" or the
"Company" or the "Group")
Interim Results Announcement for the six months ended 31
December 2010
Chairman's Statement
________________________________________________________________________
__________________
As Chairman of Millwall Holdings Plc, I am pleased to announce
our Interim Results for the six months ended 31 December 2010.
On the football side, I am delighted that after being promoted
last season we have consolidated our Championship status and are
currently in 12th position in the league, having attained 54 points
with a further eight games to go.
Average attendances at our home league games have increased to
12,249 (10,385 2009/10), an increase of 18% so far this season, at
a time when a lot of football clubs are seeing a decline in
attendances due to the current challenging economic environment.
Clearly being in a higher division in the Football League has been
the catalyst to increasing our revenues from all football
activities. For the first six months of the year, revenue has
increased to GBP5.8million (2009 H1 - GBP3.2million). This increase
has resulted in a reduction of operating losses to GBP0.8million
(2009 H1 - GBP1.9million).
We continue to operate with financial prudence in respect of
cost control. At the same time we have invested in the playing
squad with the addition of young players such as James Henry and
Josh McQuoid. Additionally, we have extended the contract of our
leading scorer Steve Morison. It is pleasing to note that during
the season Steve has represented Wales at full international level
and our goalkeeper David Forde has also been selected to represent
the Republic of Ireland, which underlines the strength of our
squad.
Two general meetings were held during the period with regard to
financing and the capital structure of the Company. At the first of
these meetings shareholders approved a consolidation of shares. At
the second meeting shareholders approved the terms of an Open Offer
which raised GBP10.1million. Of the funds raised, GBP7.8m was by
way of conversion of existing loans from Chestnut Hill Ventures LLC
and others, and GBP2.3m was in cash. Of the cash raised in the Open
Offer GBP1.1m was used to repay other existing loans and associated
interest. Both of these measures have put the Company on a much
better financial footing for the future.
The regeneration of the area around The Den has made significant
progress. In February 2011, Renewal Group ("Renewal") announced
that their outline planning application for Surrey Canal: London's
Sporting Village had been submitted to the London Borough of
Lewisham. Millwall is delighted that Renewal's planning application
has finally been submitted, and we look forward to working with
Renewal, Lewisham Council and others on what we regard as an
exciting scheme to regenerate this important part of London. Now
that we are firmly established in the Championship, we want to
secure permission not only to extend and improve The Den in line
with our Premiership ambitions, but also to safeguard our future at
the heart of the community by developing income-producing assets in
and around the stadium. We are working hard on our own proposals
which are being designed to complement Renewal's scheme.
Finally, I would like to thank my fellow board members, the
manager, players and all the staff for their continued dedication
and of course the fans who continue to make this football club such
a very special place.
John G Berylson
Chairman
29 March 2011
Directors' Report
________________________________________________________________________
__________________
Unaudited Interim Results for the six months ended 31 December
2010
Principal risks and uncertainties
In common with many football clubs outside the Premiership the
main business risk is the maintenance of positive cash flow bearing
in mind the uncertainty of revenue and the high cost of maintaining
a playing squad on which the success of the Group's business is
largely dependent. In order to achieve positive cash flow there is
the constant requirement to raise new finance and refinance
existing facilities which, in turn, requires the continuing support
of existing providers of those facilities. As part of its normal
activities, the Football Club deals in the trading of player
registrations and there is always a risk of significant and lasting
injuries to players that may impair player values. Players of 24
years old or older are free to move between clubs once their
contract has come to an end and the Board monitors expiry dates
carefully with a view to renewing contracts or realising value.
Results from operations
Season ticket sales at 22 March stood at 6,818 (2009 H1 - 5,319)
reflecting the loyalty of our core supporter base and the
attractiveness of our "early bird" offerings for this season.
Revenue for the six months was GBP5.8 million (2009 H1 - GBP3.2
million). The increase in revenue is a result of the Football Club
being promoted to the Championship at the end of last season with
an increase in the Basic Award from the Football League together
with an increase in the Solidarity Award from the Premier League
and an increase in matchday revenue due to increased attendances.
The loss from operations for the period on ordinary activities was
GBP0.8 million (2009 H1 - GBP1.9 million) after taking account of
GBP0.17 million profit (2009 H1 - GBP0.03 million profit) on
disposal of players' registrations.
Staff costs of GBP4.0 million (2009 H1 - GBP2.9 million) have
increased following the Football Club's promotion with a consequent
rise in players' wages.
Other expenses were GBP2.7 million (2009 H1 - GBP2.3 million).
This increase is mainly attributable to the increase in the costs
of staging matches and an increase in the cost of sales of the
retail outlet.
Profit on disposal of player registrations, GBP171,000 (2009 H1
- GBP26,000)
There has been a slight increase in activity in the transfer of
young Centre of Excellence or other players.
Loss per share, GBP3.96 (2009 H1 - GBP6.85)
The calculation of the basic and diluted loss per share is
calculated based on the loss after taxation and on the weighted
average number of shares in issue of 437,225 ( 2009 H1 -
375,011).
Working capital:
Despite net current liabilities of GBP4.9 million (2009 H1 -
GBP9.1 million) the Board believes that the Group has the ability
to manage its working capital on a day to day basis and has the
ability to further draw down against the loan note facilities.
During the period a further GBP0.3 million (2009 H1 - GBP2.2
million) of loan notes were drawn down. As at 31 December 2010
total undrawn loan note facilities amounted to GBP1.5 million.
Key figures:
6 Months 6 Months Year
Ended Ended Ended
31 December 31 December 30 June
2010 2009 2010
GBP'000 GBP'000 GBP'000
(unaudited) (unaudited) (audited)
Revenue 5,827 3,246 7,451
Staff costs (4,001) (2,902) (6,357)
Other expenses (2,778) (2,274) (4,695)
Other operating income - profit on players' registrations 171 26
154
Loss from operations (781) (1,904) (3,447)
Loss before tax (1,730) (2,567) (4,958)
Net assets/(liabilities) 2,704 (2,744) (5,087)
(Decrease)/increase in cash and cash equivalents 519 (18)
369
Basic and diluted loss per share (GBP3.96) (GBP6.85)
(GBP13.21)
________ ________ ________
A Ambler
Director
29 March 2011
Consolidated statement of comprehensive income for the six
months ended 31 December 2010
________________________________________________________________________
___________________________
6 months ended 6 months ended Year ended
31 December 31 December 30 June
2010 2009 2010
(unaudited) (unaudited) (audited)
Note GBP'000 GBP'000 GBP'000
Revenue 2 5,827 3,246 7,451
Other income - profit on
disposal of players'
registrations 171 26 154
Staff costs (4,001) (2,902) (6,357)
Amortisation of players'
registrations (190) (127) (320)
Depreciation of property,
plant and equipment (122) (146) (264)
------------------------------- --------------- --------------- -----------
Total depreciation and
amortisation expense (312) (273) (584)
Other expenses (2,466) (2,001) (4,111)
_______ _______ _______
Loss from operations (781) (1,904) (3,447)
Finance expense (949) (663) (1,511)
_______ _______ _______
Loss before and after tax for
the financial period and
total comprehensive income (1,730) (2,567) (4,958)
_______ _______ _______
Attributable to:
Equity shareholders (1,730) (2,567) (4,958)
_______ _______ _______
Loss per share
Basic and diluted (2009 - (GBP3.96) (GBP6.85) (GBP13.21)
restated) 3
_______ _______ _______
Consolidated balance sheet at 31 December 2010
________________________________________________________________________
___________________________
31 December
31 December 2009 30 June
2010 (unaudited) 2010
(unaudited) As restated (audited)
Note GBP'000 GBP'000 GBP'000
Non-current assets
Intangible assets 747 265 661
Property, plant and
equipment 14,745 14,941 14,826
______ _______ _______
15,492 15,206 15,487
______ _______ _______
Current assets
Inventories 281 113 51
Trade and other
receivables 3,383 1,247 968
Cash and cash equivalents 1,279 373 760
______ _______ _______
4,943 1,733 1,779
______ _______ _______
Total assets 20,435 16,939 17,266
Non-current liabilities
Trade and other payables (497) (399) (486)
Financial liabilities (3,876) (4,833) -
Deferred income (3,499) (3,643) (3,571)
_______ _______ _______
Total non-current
liabilities (7,872) (8,875) (4,057)
_______ _______ _______
Current liabilities
Trade and other payables (8,598) (2,356) (2,100)
Financial liabilities - (7,602) (14,619)
Deferred income (1,261) (850) (1,577)
_______ _______ _______
Total current liabilities (9,859) (10,808) (18,296)
_______ _______ _______
Total liabilities (17,731) (19,683) (22,353)
______ _______ _______
Net assets/(liabilities) 2,704 (2,744) (5,087)
______ _______ _______
Equity
Called up share capital 4 16,238 6,083 6,099
Share premium 15,152 15,120 15,152
Equity proportion of
Convertible Loan Notes 181 181 181
Capital reserve 21,474 21,474 21,474
Retained deficit (50,341) (45,602) (47,993)
_______ _______ _______
Total equity attributable
to the shareholders of
the parent 2,704 (2,744) (5,087)
______ _______ _______
The interim unaudited balance sheet was approved and authorised
for issue by the Board of Directors on 29 March 2011.
A Ambler
Director
Consolidated statement of changes in equity for the six months
ended 31 December 2010
________________________________________________________________________
__________________
Equity
Ordinary Deferred component
Shares Shares Share of PIK
of 0.01p of 0.09p premium Convertible Capital note Retained
each each account Loan Notes reserve reserve deficit Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 July
2009
(audited)
As
previously
reported 3,750 2,333 15,120 181 21,474 840 (43,035) 663
Prior year
adjustment - - - - - (840) - (840)
--------- --------- -------- ------------ -------- -------- --------- --------
As restated 3,750 2,333 15,120 181 21,474 - (43,035) (177)
Loss for the
period - - - - - - (2,567) (2,567)
PIK notes
issued - - - - - 728 - 728
Prior year
adjustment - - - - - (728) - (728)
--------- --------- -------- ------------ -------- -------- --------- --------
At 31
December
2009
(unaudited) 3,750 2,333 15,120 181 21,474 - (45,602) (2,744)
--------- --------- -------- ------------ -------- -------- --------- --------
As
previously
reported 3,750 2,333 15,120 181 21,474 (1,568) (45,602) (1,176)
Prior period
adjustment - - - - - (1,568) - (1,568)
--------- --------- -------- ------------ -------- -------- --------- --------
As restated 3,750 2,333 15,120 181 21,474 - (45,602) (2,744)
Loss for the
period - - - - - - (2,391) (2,391)
New Shares
issued 16 - 32 - - - - 48
At 1 July
2010
(audited) 3,766 2,333 15,152 181 21,474 - (47,993) (5,087)
Loss for the
period - - - - - - (1,730) (1,730)
New shares
issued 10,139 - - - - - - 10,139
Costs of
share
issue - - - - - - (618) (618)
--------- --------- -------- ------------ -------- -------- --------- --------
At 31
December
2010
(unaudited) 13,905 2,333 15,152 181 21,474 - (50,341) 2,704
Consolidated statement of cash flows for the six months ended 31
December 2010
________________________________________________________________________
__________________
6 months
ended 6 months ended Year ended
31 December 31 December 30 June
2010 2009 2010
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Cash flows from operating
activities
Loss for the period before
taxation (1,730) (2,567) (4,958)
Depreciation on property, plant
and equipment 122 146 264
Amortisation of intangible
assets 190 127 320
Amortisation of grants (41) (41) (82)
Amortisation of prepaid finance
fees - 51 103
Profit on disposal of players'
registrations (171) (26) (154)
Profit on disposal of
property, plant and
equipment - - 12
Finance expense 949 663 1,511
_______ _______ _______
Cash flows from operations
before changes in working
capital (681) (1,647) (2,984)
(Increase)/decrease in
inventory (230) (52) 10
(Increase)/decrease in trade
and other receivables (2,415) (239) 51
Increase/(decrease) in trade
and other payables and
deferred income 2,573 (300) 689
_______ _______ _______
Net cash generated from
operations (753) (2,238) (2,234)
Investing activities
Purchase of property, plant and
equipment (38) (7) (65)
Proceeds on disposal of players'
registrations 56 25 167
Purchase of players'
registrations (275) (25) (739)
_______ _______ _______
Net cash generated by investing
activities (257) (7) (637)
Financing activities
Proceeds from issue of ordinary
shares 2,289 - -
Proceeds from issue of loan
notes 314 2,227 3,240
Repayment of loan notes (851) - -
Interest paid (223) - -
_______ _______ _______
Net cash generated by financing
activities 1,529 2,227 3,240
Net increase/(decrease) in cash
and cash
equivalents 519 (18) 369
Cash and cash equivalents at
start of period 760 391 391
_______ _______ ______
Cash and cash equivalents at end
of period 1,279 373 760
_______ _______ _______
Notes forming part of the interim financial statements for the
six months ended 31 December 2010
________________________________________________________________________
__________________
1 Accounting Policies
Principal accounting policies
Millwall Holdings Plc is a limited liability company
incorporated and domiciled in the United Kingdom. The principal
accounting policies applied in the preparation of these interim
consolidated financial statements are set out below. These policies
have been consistently applied to all the periods presented, unless
otherwise stated.
Basis of preparation
These interim financial statements have been prepared using the
recognition and measurement principles of International Accounting
Standards, International Financial Reporting Standards and
Interpretations adopted by the European Union (collectively EU
adopted IFRS's).
The accounting policies applied are consistent with those
described in the Annual Report and Financial Statements for the
year ended 30 June 2010. These policies are expected to be applied
to the Group's full year financial statements for the year ending
30 June 2011.
The financial information for the six months ended 31 December
2010 and the six months ended 31 December 2009 does not constitute
the statutory accounts of the Group for those periods. It has
neither been audited nor reviewed pursuant to guidance issued by
the Auditing Practices Board.
The financial information for the full year ended 30 June 2010
has however been extracted from the statutory financial statements
of Millwall Holdings Plc for that financial year, prepared in
accordance with the recognition and measurement principles of EU
adopted IFRS's. A copy of the statutory financial statements for
that year has been delivered to the Registrar of Companies. The
auditor's report on those financial statements was unqualified, did
not draw attention to any matters by way of emphasis, and did not
contain a statement under section 498(2) or 498(3) of the Companies
Act 2006.
The Company has not applied IAS 34: "Interim Financial
Reporting" in the preparation of these interim financial
statements.
Significant accounting judgements and estimates
The preparation of these financial statements requires
management to make estimates and assumptions that affect the
application of accounting policies and reported amounts of assets
and liabilities, income and expenses. The estimates and associated
assumptions are based on historical experience and various other
factors that are believed to be reasonable under the circumstances,
the results of which form the basis of making the judgements about
carrying values of assets and liabilities that are not readily
apparent from other sources.
The critical accounting judgements made in applying the Group's
accounting policies are the same as
those disclosed in the Annual Report and Financial Statements
for the year ended 30 June 2010.
Going concern
The Directors continually monitor the financial position of the
Group, taking into account the latest cash flow forecasts and the
ability of the Group to generate cash and raise funds. The
Directors have prepared the interim financial statements on a going
concern basis having had regard to the cash flow projections for
the period to 31 March 2012.
While there will always remain some inherent uncertainty the
Directors remain confident that they will be able to manage the
Group's finances and operations so as to achieve the forecasted
cash flows and, as a result, that it is appropriate to draw up
these interim financial statements on a going concern basis.
The interim financial statements do not include any adjustments
that would result if the going concern basis of preparation were to
become no longer appropriate.
Basis of consolidation
The consolidated Group interim financial statements incorporate
the results of Millwall Holdings Plc and its subsidiary
undertakings, The Millwall Football and Athletic Company (1985) Plc
and Millwall Properties Limited, using the acquisition accounting
method.
2 Revenue analysis
An analysis of the revenue streams from the Group's one
operating segment, United Kingdom professional football operations,
is given below:
6 months ended 6 months ended Year ended
31 December 31 December 30 June
2010 2009 2010
(unaudited) (unaudited) (audited)
Match day 2,220 1,737 4,746
Central League awards 2,424 484 751
Commercial 1,183 1,025 1,954
_______ _______ _______
5,827 3,246 7,451
_______ _______ _______
3 Loss per share
Basic loss per share is calculated as follows (the effect of all
potential ordinary shares is anti-dilutive):
6 months ended 6 months ended Year ended
31 December 31 December 30 June
2010 2009 2010
(unaudited) (unaudited) (audited)
Loss after taxation for the
period 1,730,000 2,567,000 4,958,000
Weighted average number of
shares 437,225 375,011 375,205
_______ _______ _______
Basic and diluted loss per GBP3.96 GBP6.85 GBP13.21
share
_______ _______ _______
The weighted average number of shares has been adjusted for the
effects of the share conversion referred to in note 4 except in so
far as the elimination of fractional entitlements is concerned.
There is no potential dilution on the loss per ordinary share in
any of the reported periods and therefore there is no difference
between basic and diluted earnings per share. As at 31 December
2010 and 2009 the number of options which could potentially dilute
basic earnings per share in the future was Nil. In addition to
share options, as at 31 December 2010, the Company had gross
convertible debt of GBP671,000 in issue (2009 H1 - GBP2,999,000),
potentially convertible to 22,366 (2009 H1 - 99,966) ordinary
shares and PIK notes issued of GBP2,347,000 ( 2009 H1 -
GBP1,568,000) potentially convertible to 58,675 (2009 H1 - 52,267)
ordinary shares, which could dilute earnings per share in the
future. There are also a further 30,683 (2009 H1 - 30,683) warrants
outstanding which are exercisable, at any time, at a price of
GBP40.
4 Share capital
Allotted, called
up and fully paid
31 31
31 December 31 December 30 June December December 30 June
2010 2009 2010 2010 2009 2010
Number Number Number GBP'000 GBP'000 GBP'000
Ordinary
shares
of GBP10
each 1,390,523 375,010 376,610 13,905 3,750 3,766
Deferred
shares
of 0.09p
each 2,592,087,167 2,592,087,167 2,592,087,167 2,333 2,333 2,333
_______ _______ _______ _______ _______ _______
Total 16,238 6,083 6,099
_______ _______ _____
On 4 October 2010, the Company approved a resolution effecting
the conversion of each 100,000 ordinary shares of 0.01p each into
one new ordinary share of GBP10 nominal value, and dealing with
fractional entitlements.
Resulting from the Open Offer to shareholders of 17 November
2010 the Company issued, on 20 December 2010, 1,013,913 new
ordinary shares of GBP10 each. The Company received GBP2,289,130 in
cash and Loan Notes to the value of GBP7,850,000 were redeemed.
5 Prior year adjustment
As disclosed in the Group's Annual Report and Financial
Statements for the year ended 30 June 2010, the Group has
reallocated the PIK notes in issue from equity to liabilities.
There is no effect on reported results but net assets reported at
31 December 2009 have been reduced by GBP1,568,000.
A copy of this announcement will shortly be available for
inspection at www.millwallholdingsplc.co.uk.
For further information contact:
Millwall Holdings plc Tel +44 20 7232 1222
Andy Ambler
Tom Simmons
Singers Capital Markets Ltd Tel +44 203 205 7500
Jeff Keating
Nick Donavon
This information is provided by RNS
The company news service from the London Stock Exchange
END
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