RNS Number:5533C
Southampton Leisure Holdings PLC
03 September 2004





Financial highlights

*          Turnover increased by 1.9% to #49.8m
*          Operating profit before player trading
*          decreased to #8.4m
*          Dividend remained at 3p per share
*          Earnings per share increased to 5.60p


I am pleased to be able to report to our shareholders that the 2003/4 financial
year has seen further progress at Southampton Leisure Holdings plc. We have
managed to increase our turnover to #49.8 million, despite the fact that we
finished four places lower in the Premier League and did not enjoy a visit to
Cardiff in the FA Cup. This turnover level establishes us amongst the largest
clubs in England which is a huge transformation from the turnover levels that we
enjoyed before our move from The Dell. The resultant profit before taxation of
#2.9 million further strengthens our balance sheet and allows us to recommend
payment of an unchanged dividend of three pence per share to those on the
register on 17 September 2004. The main financial highlights are set out in the
Financial Review on pages 6 to 7.


Football update

I am writing this report a week after the departure of Paul Sturrock who joined
us as Head Coach in March from Plymouth, following Gordon Strachan's decision to
take a sabbatical year out of football. Paul left us by mutual agreement and in
spite of his short period at the Club, we part on good terms and wish him well
with his future career. Recent press reports, particularly from the local media,
have been inaccurate. The plain facts are that our Football Club is now the envy
of many of our competitors, both in terms of our footballing and administrative
operations. It is true that we have, for various reasons, not had the same
person coaching or managing the team for a lengthy period, but it has not
stopped our footballing performance improving from the days when we considered a
finish at the top end of the bottom six to be a serious achievement. We are
fortunate that Steve Wigley has agreed to step up to the position of Head Coach
and I look forward to working with him to take the Club forward. We will be
working to further strengthen our football coaching resource whilst, at the same
time, putting together a team of people to improve all aspects of our match day
preparation. This will involve greater use of match day analysis, individual
coaching, fitness, team building, motivation and hard work. We have great belief
in the squad of footballers we have assembled at Southampton, which now includes
many international players and has recently been further strengthened by the
addition of Peter Crouch from Aston Villa, Mikael Nilsson from Halmstad, Jelle
Van Damme from Ajax, Alaeddine Yahia from Guingamp and Andreas Jakobsson from
Brondby. We have sold Fitz Hall to Crystal Palace for #1.75 million after he
made it clear that he wanted to play for Ian Dowie who managed him at Oldham,
from whom we purchased the player for #250,000. Stephen Crainey has also left us
to join Leeds and we thank both of them for their contribution to the Club in
the short time they were with us.

For the first time in 20 years we enjoyed a brief foray into European football
in qualifying for the UEFA Cup. We were drawn against Steaua Bucharest in the
first round but unfortunately this was a short lived venture. However, I would
like to pay tribute to our supporters who were a credit to both English Football
and our Club on what proved to be an extremely wet night in Bucharest!

As always, there is no room for complacency but, given our improving position
relative to our competitors, perhaps there is room for a little more confidence
which is a vital ingredient in winning football matches.


Academy update

Our Academy operation continues to make great progress. We now have the staff,
the players and the facilities to help identify and nurture the best young
footballers at ages from eight upwards. Steve Wigley and Huw Jennings, together
with all our academy staff, should be proud of the progress we have made which
was underlined by our U19 team winning the FA Premier League trophy and our U17
team narrowly failing in their attempt to do the same. We have some
exceptionally talented players who will, undoubtedly, make a contribution to the
first team in the not too distant future. This was underlined recently when we
had 15 of our academy players called up for international duty at their relevant
age.


Stadium

May 2004 saw the end of our third year at The Friends Provident St Mary's
Stadium and we continue to run one of the top football venues in the UK. Fans in
the Premier League 2004 Customer Survey voted St Mary's best in the League for
its match day experience and it was no surprise that we operated at 95% of
capacity. Chris Egelstaff and his Operations Team continue to run a very "tight
ship" and particular congratulations should go to Head Grounds man David Roberts
who won the League Championship in the annual Premier League pitch competition.

With occupancy running very high, the Ticket Office has also had a busy year
with the installation of new ticket and Customer Relationship Management
software sourced from AudienceView. Thanks to David Luker, who has taken charge
of this project, the change of system has been relatively trouble free and we
hope that fans will notice the improvement in service for internet, telephone
and personal call ticket buyers. We endeavour to be as responsive as possible to
fan needs and for the 2004/5 season have introduced an away season ticket as
well as pre-registration for popular away games.

After four years with the Club, as Head of Sales and Marketing, Paul Blanchard
left and we welcome Steve Davies as his successor. Steve joins us from Frizzell
where he was responsible for running affinity schemes with a combined membership
of over five million. We welcome T-Mobile as our mobile telephone partner and
Orchard Homes who now sponsor our senior Academy sides. Our Commercial
Department is regarded as a standard setter within the League and nowhere is
this more noticeable than in our Retail Department where Leighton Mitchell has
again achieved record turnover.

The Saints in the Community Charitable Trust has completed its first full year
of operation and under the management of Mark Abrahams and chairmanship of Huw
Jennings has extended its range of Community courses and Coaching Centres. On
top of our existing involvement with the Regeneration Partnership in Southampton
we are particularly pleased to have become involved in the Hampshire Youth
Options program in the Thornhill area as well as piloting Youth Justice Board
activity.

In conjunction with the Department of Education and Skills and Southampton City
Council our Study Support Centre has been fully subscribed. Our thanks go to
Chris Meech who, on top of running the St Mary's Study Support Centre, has been
instrumental in setting up our second Centre in Basingstoke.


Non-match day

The Stadium continues to position itself at the forefront of the conference,
exhibition and event business in the region, achieving another record year in
profit contribution from our non-match day activities, under the guidance of
John O Sullivan.

Much of the growth in event business is due to the development of sound
relationships with both our customers and our business partners. Many events
held at the Stadium are becoming annual events in the Southampton Corporate
Calendar with more and more organisations seeing us as 'the first port of call'
when seeking a suitable venue.

I would like to take this opportunity to thank the many Charitable
Organisations, with whom we have worked very closely throughout the year, for
choosing the Stadium as their venue for many high profile fundraising functions.
It is often through these events that the wider business community is first
introduced to the extensive range of facilities available at the Stadium.


The Saint

The Club's wholly owned radio station, The Saint, has broadcast on the Sky
platform and the internet since its launch in 2001. In addition, since March
2004 the station commenced broadcasting on the South Hampshire digital
multiplex. In April 2004 following the successful acquisition of Felix
Broadcasting Ltd and South City FM Ltd the station now broadcasts via a local FM
licence. The Saint now has a broadcasting platform which enables easy access for
all Saints fans.

The Saint is now the dedicated local radio station for Southampton and
surrounding areas. It delivers an all-round local radio service playing popular
music from five decades as well as local, national and international news. It
also offers local charities and organisations the means to publicise their
events and gives listeners up to the minute travel news.

Beyond this The Saint provides the most in-depth and authoritative coverage of
the Club with live match commentaries, after match phone-ins, player interviews
and features along with regular shows presented by current and former Saints
players.

The Saint is the only full-time commercial radio station in the country to be
wholly owned by a Football Club and the only radio station in the region
broadcasting simultaneously on 107.8 FM, DAB, Sky 899 and the internet.

We believe the radio station will become a significant revenue generator for the
Club.


Summary and outlook

The recent past has seen the re-negotiation of both domestic and overseas
Premier League broadcasting rights for the seasons 2004/5, 2005/6 and 2006/7.
This process was complicated by the undemocratic intervention of the European
Commission which has resulted in a great deal more product being sold to
maintain a similar position to that for the previous three years. There was a
reduction in value of the domestic rights and a welcome increase in the overseas
rights but overall we are likely to receive less broadcasting income in 2004/5
when compared with 2003/4 due to the previous distribution formula.

The football industry continues to polarise with further division between those
Clubs who have either run themselves well or have a benefactor and those Clubs
who have allowed their expenditure to exceed their income. I believe this
process will continue with the strong becoming stronger and the weak becoming
weaker, particularly if compounded by the indignity of relegation. Our prospects
within the industry remain very good but we are now very reliant upon
footballing success in both Premier League and Cup competitions if we are to
flourish financially. Our aim must be to aspire to achieve further participation
in UEFA competitions which has the opposite and beneficial effect to being
relegated.

There remains a small but vociferous contingent within our support base who are
always ready to criticise the Club in the event that we suffer a setback of any
kind, despite our substantial progress over a number of years. I believe one of
our challenges going forward if we are to move to the next level is for all our
supporters to appreciate that this is damaging. It does not happen at the most
successful Clubs and reflects badly on the "Southampton family". The Board is
intent upon taking the Club forward but can better do so with cohesive support.
We attempt to communicate as fully as possible via our website, radio station
and other Club media outlets and will continue to do so in the future.

On behalf of the Board, I would like to thank all our staff, both full time and
match day, for their dedication and excellence over the past year under review.
I believe they are amongst the best staff in the Premier League and I receive
many letters from match day and non-match day supporters/visitors complimenting
them on their professionalism.

We remain optimistic about the future outlook for the Company, always aware of
the volatile nature of the football industry.


R J G Lowe
Chairman
2 September 2004




The results for the year show a continued growth in turnover to #49.8m, an
operating profit before player trading of #8.4m, a substantial profit on player
disposal of #6.3m, player amortisation of #9.1m and a profit before tax of #2.9m
which compares with a loss before tax of #0.5m in the previous year.


Broadcasting income

Broadcasting income has risen by 7.5% in the year, as a result of:

   *   Improved revenues from the Premier League's domestic and overseas TV
       contracts which were in the final year of the existing deals. New three 
       year contracts have been agreed commencing from the 2004/05 season.

   *   Additional facility fees. During the year seven live games were shown on 
       Sky together with two pay per view games. This compares with three live 
       games and three pay per view games in the previous period.

   *   Reduced merit award arises following a 12th finish in the Premier
       League compared with 8th in the prior year.



Match day income

Match day income reduced by 11% in the year:

   *   Premier League match days at The Friends Provident St.Marys Stadium were 
       watched by near capacity crowds, with the average attendance increasing
       from 30,680 to 31,717. Season ticket numbers increased substantially from 
       16,600 to 21,800 and it is pleasing to note that renewals for the 2004/05 
       season are at a similar level.

   *   Cup revenue was substantially down on the prior year when the Club
       reached the final of the FA Cup. This year the Club was eliminated in the 
       third round of the FA Cup, the first round of the UEFA Cup and reached 
       the quarter finals of the Carling Cup.

   *   Other match day revenue from hospitality and catering has remained at a 
       similar level to the previous year, with the majority of the hospitality
       suites operating at near capacity on a match day.



Commercial income

Commercial income rose by 15% in the year:

   *   The main increase was from the retail department where turnover increased 
       to #3.5m from #2.8m. Whilst the prior year benefited from the Club's 
       FA Cup run this period benefited from the launch of a new home kit. This 
       kit has proved extremely popular with supporters and 33,000 home shirts 
       were sold in the financial year

   *   Other increased revenue has been received from the Club's non match day 
       activities, an increase in the Clubs membership to 24,000 members, and
       continued growth from the Clubs charity, Saints in the Community.



Operating costs before player trading

Total operating costs increased by 3% to #41.4m:

   *   The main costs to the Football Club are the cost of the players and
       coaches, together with the costs of training facilities and the Club's 
       academy.  These costs remained at a level comparable with the previous 
       year.

   *   Total wages and salaries for the Group reduced slightly to #26.3m, and as 
       a percentage of turnover reduced from 55% to 53%.

   *   Administrative costs have increased, partly as a result of the 
       acquisition of Saints Radio Ltd in March 2003.



Player trading

The net cost of player trading has reduced from #7.0m to #2.8m. The main reason
is the profit on disposal of players following the sale of Wayne Bridge to
Chelsea for #7.0m. This has been partly offset by an increased amortisation
charge, the cost of changing manager and settlement on cancellation of certain
player's contracts.

Taxation

The profit before taxation of #2.9m has given rise to a tax charge of #1.4m.
This comprises corporation tax of #0.9m and deferred tax of #0.5m.



Dividend

The Directors are proposing to maintain the final dividend at 3p per share which
amounts to #856,227.



Balance sheet

  *   Fixed assets reduced to #51.7m. The value of player registrations reduced
      from #14.5m to #13.0m - nine players were added to the squad at a cost of
      #7.6m. During the year the Group acquired Felix Broadcasting Ltd and South
      City FM Ltd for a cost of #0.7m. The goodwill on acquisition of #1.0m is
      shown on the balance sheet as an intangible fixed asset.

  *   The sale agreement for The Dell contains provisions to enable the
      Company to participate in any further gain in the value of the site, if it
      arises. As the site is nearing completion it is likely that any gain will 
      be recognised in the next financial year, although the Directors are 
      unable to quantify any such gain at this point in time.

  *   Net cash inflow for the year after taking into consideration the part
      repayment of borrowings, was #3.9m; which has led to a reduction in the 
      level of net debt from #20.2m to #16.3m.

  *   Net assets have increased to #11.3m as a result of the retained
      profit for the year.



D A Jones
Finance Director
2 September 2004

                                                      Operations
                                                       excluding        Player
                                                  player trading      trading*          Total          Total
                                                            2004          2004           2004           2003
                                          Note                 #             #              #              #
Turnover continuing operations               1        49,823,066             -     49,823,066     48,875,318

Cost of sales                                2      (34,560,734)   (9,118,563)   (43,679,297)   (41,058,981)
Gross profit                                 2        15,262,332   (9,118,563)      6,143,769      7,816,337
Administrative expenses                              (6,873,737)             -    (6,873,737)    (5,827,258)
Operating profit/(loss)                      3         8,388,595   (9,118,563)      (729,968)      1,989,079
Profit/(loss) on disposal of                                   -     6,311,886      6,311,886      (295,690)
players and manager
Profit/(loss) before interest and                      8,388,595   (2,806,677)      5,581,918      1,693,389
taxation
Amounts written off                          4                                      (460,000)              -
investments
Net interest payable                         5                                    (2,143,560)    (2,177,446)
Profit/(loss) on ordinary                                                           2,978,358      (484,057)
activities before taxation
Tax on profit/(loss) on ordinary             8                                    (1,382,788)       (45,507)
activities
Profit/(loss) on ordinary                                                           1,595,570      (529,564)
activities after taxation
Equity dividends proposed                    9                                      (856,227)      (856,227)
Retained profit/(loss) for                  23                                        739,343    (1,385,791)
the financial year
Basic earnings/(loss) per share             10                                          5.60p        (1.82p)
Diluted earnings/(loss) per share           10                                          5.60p        (1.82p)



*Player trading represents the amortisation of registrations and the profit or
loss on disposal of registrations.

There are no recognised gains or losses for the current financial year and
preceding financial year other than as stated in the profit and loss account.
Accordingly, a statement of total recognised gains and losses has not been
presented.

There is no material difference between the results reported above and the
results on an unmodified historical cost basis. Accordingly, a note of
historical cost profits and losses has not been presented.

                                                                    Group                     Company
                                                             2004          2003          2004          2003
                                           Note                 #             #             #             #
Fixed assets

Intangible assets                            11        14,006,521    14,508,780             -             -
Tangible assets                              12        37,748,453    39,387,476     2,520,759     2,481,597
Investments                                  13                 -             -    10,190,992     9,430,992
                                                       51,754,974    53,896,256    12,711,751    11,912,589
Current assets

Stocks                                       14           528,777       269,853             -             -
Loans                                        15           154,750       267,250       154,750       267,250
Debtors                                      16         3,086,553     3,133,795     7,797,903     7,235,128
Investments                                  17           415,196             -             -             -
Cash at bank and in hand                                8,769,539     5,278,028       369,836       179,723
                                                       12,954,815     8,948,926     8,322,489     7,682,101
Creditors: amounts falling due within        18
one year                                             (21,380,958)  (19,324,082)   (6,524,182)   (6,321,923)
Net current (liabilities)/assets                      (8,426,143)  (10,375,156)     1,798,307     1,360,178
Total assets less current liabilities                  43,328,831    43,521,100    14,510,058    13,272,767
Creditors: amounts falling due after         19
more than one year                                   (29,561,781)  (30,754,768)             -             -
Provisions for liabilities and               21       (2,403,351)   (2,141,976)             -             -
charges
Net assets                                             11,363,699    10,624,356    14,510,058    13,272,767

Capital and reserves

Share capital                                22         1,427,044     1,427,044     1,427,044     1,427,044
Share premium account                        23         3,340,433     3,340,433     3,340,433     3,340,433
Other reserves                               23         1,028,248     1,028,248     7,538,551     7,538,551
Profit and loss account                      23         5,567,974     4,828,631     2,204,030       966,739
Equity shareholders' funds                   24        11,363,699    10,624,356    14,510,058    13,272,767


These financial statements were approved by the Board of Directors on 2
September 2004.

Signed on behalf of the Board of Directors.



D A Jones
Director


                                                                      2004                         2003
                                              Note             #              #             #              #
Net cash inflow from operating activities      28a                   11,834,821                   15,186,847

Returns on investments and servicing
of finance
Interest paid                                        (2,298,595)                  (2,270,020)
Interest element of finance lease                        (9,739)                      (9,739)
rental
Interest received                                        144,732                       91,839
Net cash outflow from returns on
investments and servicing of                                        (2,163,602)                  (2,187,920)
finance
Taxation

Corporation tax paid                                           -                            -
                                                                              -                            -
Capital expenditure and financial investment
Proceeds on sale of tangible fixed assets                    255                            -
Payments to acquire tangible fixed assets              (950,793)                  (1,050,980)
Proceeds on disposal of players'                       6,782,478                    4,248,884
registrations
Payments to acquire players' registrations           (9,939,690)                  (9,036,976)
Net cash outflow from capital
expenditure and financial                                           (4,107,750)                  (5,839,072)
investment
Acquisitions

Payments to acquire subsidiary undertaking      29     (294,000)                     (19,588)
Cash/(overdraft) acquired within subsidiary                6,824                        (843)
Net cash outflow from acquisitions                                    (287,176)                     (20,431)
Equity dividends paid                                                 (856,239)                    (593,212)

Cash inflow before use of liquid
resources and financing                                               4,420,054                    6,546,212
Management of liquid resources
Purchase of current asset                                             (415,196)                            -
investments
Financing

Purchase of own shares                                         -                  (1,104,955)
Bank loans                                                     -                    1,000,000
Repayment of borrowings                                (527,740)                     (48,694)
Net cash outflow from                                                 (527,740)                    (153,649)
financing
Increase in cash in the year                   28b                    3,477,118                    6,392,563


Reconciliation of net cash flow
to movement in net debt

Increase in cash in the year                                          3,477,118                    6,392,563
Cash inflow/(outflow) from decrease/
(increase)
in debt and lease financing                    28b                      527,740                    (909,952)
Change in net debt
resulting from cash flows                                             4,004,858                    5,482,611
in the year
Amortisation of finance                                                (39,631)                     (41,354)
costs
Movement in net debt in the year                                      3,965,227                    5,441,257
Net debt at 1 June                                                 (20,230,783)                 (25,672,040)
Net debt at 31 May                             28b                 (16,265,556)                 (20,230,783)





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